0001209191-16-116604.txt : 20160502
0001209191-16-116604.hdr.sgml : 20160502
20160502102742
ACCESSION NUMBER: 0001209191-16-116604
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
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: COOPER BRADLEY E
CENTRAL INDEX KEY: 0001008262
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34955
FILM NUMBER: 161610274
MAIL ADDRESS:
STREET 1: UNIVERSAL AMERICAN FINANCIAL CORP
STREET 2: 6 INTERNATIONAL DR STE 190
CITY: RYE BROOK
STATE: NY
ZIP: 10573
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-05-01
1
0000885322
ANCHOR BANCORP WISCONSIN INC
ABCW
0001008262
COOPER BRADLEY E
C/O CAPITAL Z PARTNERS
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 Footnotes
Common Stock
2016-05-01
4
D
0
444
D
0
I
See Footnotes
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.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Bradley E. Cooper (the "Reporting Person") is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any shares of Anchor BanCorp Wisconsin Inc.'s (the "Company") common stock beneficially owned in excess of his pecuniary interest.
The Reporting Person is a partner and senior vice president of Capital Z Partners III GP, Ltd., which is the general partner of Capital Z Partners III GP, L.P., which is the general partner of Capital Z Partners III, L.P. ("Cap Z III"), which holds the 878,820 shares (the "Shares") of the Company common stock reported herein.
Because of the Reporting Person's relationship to Cap Z III, the Reporting Person may be deemed to beneficially own the Shares to the extent of the greater of his direct or indirect pecuniary interest in the profits or capital accounts of Cap Z III. The Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, if any.
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.
/s/ Bradley E. Cooper
2016-05-02