0001209191-16-116603.txt : 20160502 0001209191-16-116603.hdr.sgml : 20160502 20160502102725 ACCESSION NUMBER: 0001209191-16-116603 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160501 FILED AS OF DATE: 20160502 DATE AS OF CHANGE: 20160502 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANCHOR BANCORP WISCONSIN INC CENTRAL INDEX KEY: 0000885322 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 391726871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 25 WEST MAIN ST CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6082528700 MAIL ADDRESS: STREET 1: PO BOX 7933 CITY: MADISON STATE: WI ZIP: 53707-7933 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Capital Z Partners III GP, Ltd. CENTRAL INDEX KEY: 0001419137 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34955 FILM NUMBER: 161610271 BUSINESS ADDRESS: STREET 1: 230 PARK AVENUE SOUTH STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212 965-2328 MAIL ADDRESS: STREET 1: 230 PARK AVENUE SOUTH STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 FORMER NAME: FORMER CONFORMED NAME: Union Square Partners GP, Ltd. DATE OF NAME CHANGE: 20071120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Capital Z Partners III GP, L.P. CENTRAL INDEX KEY: 0001419136 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34955 FILM NUMBER: 161610272 BUSINESS ADDRESS: STREET 1: 230 PARK AVENUE SOUTH STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212 965-2328 MAIL ADDRESS: STREET 1: 230 PARK AVENUE SOUTH STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 FORMER NAME: FORMER CONFORMED NAME: Union Square Partners GP, L.P. DATE OF NAME CHANGE: 20071120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Capital Z Partners III, L.P. CENTRAL INDEX KEY: 0001419144 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34955 FILM NUMBER: 161610273 BUSINESS ADDRESS: STREET 1: 230 PARK AVENUE SOUTH STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212 965-2328 MAIL ADDRESS: STREET 1: 230 PARK AVENUE SOUTH STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 FORMER NAME: FORMER CONFORMED NAME: Union Square Partners, L.P. DATE OF NAME CHANGE: 20071120 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-05-01 1 0000885322 ANCHOR BANCORP WISCONSIN INC ABCW 0001419144 Capital Z Partners III, L.P. 142 WEST 57TH STREET 3RD FLOOR NEW YORK NY 10019 1 0 0 0 0001419136 Capital Z Partners III GP, L.P. 142 WEST 57TH STREET 3RD FLOOR NEW YORK NY 10019 1 0 0 0 0001419137 Capital Z Partners III GP, Ltd. 142 WEST 57TH STREET 3RD FLOOR NEW YORK NY 10019 1 0 0 0 Common Stock 2016-05-01 4 D 0 879376 D 0 I See Explanation of Responses Common Stock 2016-05-01 4 D 0 444 D 0 I See Explanation of Responses On May 1, 2016, Anchor BanCorp Wisconsin Inc. ("Anchor") completed the previously announced merger (the "Merger") of Anchor with and into Old National Bancorp ("Old National"), pursuant to the Agreement and Plan of Merger, dated as of January 11, 2016, by and between Anchor and Old National (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger each share of Anchor common stock issued and outstanding immediately prior to the effective time of the Merger, was converted into the right to receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, 3.5505 shares of Old National common stock or $48.50 in cash. In accordance with the terms of the Merger Agreement, each restricted stock award granted prior to January 11, 2016 that was outstanding immediately prior to the effective time of the Merger fully vested and was cancelled and converted into the right to (continued in footnote 2) (continued from footnote 1) receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, 3.5505 shares of Old National common stock or $48.50 in cash. Directly owned by Capital Z Partners III, L.P. ("Cap Z III"). Capital Z Partners III GP, L.P. ("Cap Z III GP") is the sole general partner of Cap Z III. Capital Z Partners III GP, Ltd. ("Cap Z III GP Ltd." and, together with Cap Z III and Cap Z III GP, the "Filing Persons") is the sole general partner of Cap Z III GP and the ultimate general partner of Cap Z III. Cap Z III, Cap Z III GP and Cap Z III GP Ltd. may be deemed to be part of a "group" (within the meaning of Rule 13d-5(b) under the Securities Exchange of 1934, as amended and incorporated by reference in Rule 16a-1 of the Exchange Act) but each individual entity described above disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest therein (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities beneficially owned by such other entity. In accordance with the terms of the Merger Agreement, each restricted stock award granted after January 11, 2016 that was outstanding immediately prior to the effective time of the Merger converted into a restricted stock award of Old National common shares on the terms specified in the Merger Agreement. Pursuant to the terms of a Stock Purchase Agreement between Cap Z III and Anchor BanCorp Wisconsin Inc. ("Anchor BanCorp"), Cap Z III designated Bradley Cooper for appointment to the board of directors of Anchor BanCorp. On December 18, 2013, Mr. Cooper was appointed a director to the Board of Directors of Anchor BanCorp Wisconsin, Inc. Therefore, each of the Filing Persons may be deemed to be a director by deputization. See Exhibit 99.1 Joint Filer Information. /s/ Craig Fisher, Authorized Signatory for Capital Z Partners III, L.P. 2016-05-02 EX-99 2 attachment1.htm EX-99 DOCUMENT Unassociated Document
Exhibit 99.1
 
Joint Filer Information
 
Name of Joint Filer:
  
Capital Z Partners III GP, L.P.
     
Address of Joint Filer:
  
142 West 57th Street, 3rd Floor
New York, New York 10019
     
Relationship of Joint Filer to Issuer:
  
Director
     
Issuer Name and Ticker or Trading Symbol:
  
Anchor BanCorp Wisconsin Inc. (ABCW)
     
Date of Event Requiring Statement (Month/Day/Year):
  
05/01/2016
     
Designated Filer:
  
Capital Z Partners III, L.P.
 
05/02/2016
Date
 
Signature:
 
CAPITAL Z PARTNERS III GP, L.P.
  
By:
Capital Z Partners III GP, Ltd.,  its General Partner
  
     
By:
/s/ Craig Fisher
  
Name:  
Craig Fisher
  
Title:
General Counsel
  

 
 
 
 

 
Joint Filer Information
 
Name of Joint Filer:
  
Capital Z Partners III GP, Ltd.
     
Address of Joint Filer:
  
142 West 57th Street, 3rd Floor
New York, New York 10019
     
Relationship of Joint Filer to Issuer:
  
Director
     
Issuer Name and Ticker or Trading Symbol:
  
Anchor BanCorp Wisconsin Inc. (ABCW)
     
Date of Event Requiring Statement (Month/Day/Year):
  
05/01/2016
     
Designated Filer:
  
Capital Z Partners III, L.P.
 
05/02/2016
Date
 
Signature:
 
CAPITAL Z PARTNERS III GP, LTD.
  
     
By:
/s/ Craig Fisher
  
Name:  
Craig Fisher
  
Title:
General Counsel