-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T0lYM8cgHNBW2xCdRys4Mkv+2bfODRDnJrN5NiPjKXeBY9uwesYdk0YtppIzdiwc gjTb3B8AWfueP52iyRwyXw== 0000950124-07-000165.txt : 20070108 0000950124-07-000165.hdr.sgml : 20070108 20070108100516 ACCESSION NUMBER: 0000950124-07-000165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070104 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070108 DATE AS OF CHANGE: 20070108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEARBORN BANCORP INC /MI/ CENTRAL INDEX KEY: 0000895541 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 383073622 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24478 FILM NUMBER: 07516192 BUSINESS ADDRESS: STREET 1: 22290 MICHIGAN AVE STREET 2: PO BOX 2247 CITY: DEARBORN STATE: MI ZIP: 48123-2247 BUSINESS PHONE: 3132741000 MAIL ADDRESS: STREET 1: 22290 MICHIGAN AVE STREET 2: P O BOX 2247 CITY: DEARBORN STATE: MI ZIP: 48123-2247 8-K 1 k11261e8vk.htm CURRENT REPORT, DATED JANUARY 4, 2007 e8vk
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 4, 2007
DEARBORN BANCORP, INC.
(Exact name of registrant as specified in its charter)
         
Michigan   000-24478   38-3073622
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
     
1360 Porter Street, Dearborn, Michigan   48124
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: 313-565-5700
n/a
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-l2)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b))
 
o   Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Press Release dated January 4, 2007


Table of Contents

Item 8.01 Other Events
On January 4, 2007, Dearborn issued a press release announcing the consummation of the merger of Fidelity Financial Corporation of Michigan, a bank holding company headquartered in Birmingham, Michigan (“Fidelity”) into it pursuant to an Agreement and Plan of Merger, dated as of September 14, 2006 (the “Merger Agreement”). Fidelity is the bank holding company for Fidelity Bank.
For additional information, reference is made to the press release dated January 4, 2007, which is included as Exhibit 99.1 and is incorporated herein by reference thereto.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) The following exhibit is included with this Report:
     
99.1
  Press Release dated January 4, 2007, announcing consummation of the merger.
The information in this Form 8-K and the attached Exhibits shall not be deemed filed or purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any such filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 


Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
             
 
      Dearborn Bancorp, Inc.
(Registrant)
   
 
           
 
      /s/ Jeffrey L. Karafa    
 
           
 
      Jeffrey L. Karafa    
    Vice President, Treasurer and Chief Financial Officer
   
Date: January 4, 2007

 


Table of Contents

EXHIBIT INDEX
     
99.1
  Press release dated January 4, 2007 announcing consummation of the merger.

 

EX-99.1 2 k11261exv99w1.htm PRESS RELEASE DATED JANUARY 4, 2007 exv99w1
 

EXHIBIT 99.1
DEARBORN BANCORP, INC. ANNOUNCES THE COMPLETION OF THE
FIDELITY FINANCIAL CORPORATION OF MICHIGAN ACQUISITION
     DEARBORN, Michigan, January 4, 2007 ... Dearborn Bancorp, Inc. (Nasdaq: DEAR), the Holding Company for Community Bank of Dearborn, today announced that it has completed its acquisition of Fidelity Financial Corporation of Michigan, and its wholly-owned subsidiary Fidelity Bank, effective January 4, 2007.
     With the addition of Fidelity, Dearborn Bancorp, Inc. now has over a $1 billion in total assets, over $930 million in total loans, over $820 million in total deposits and 19 offices spread over Wayne, Oakland, Macomb and Washtenaw Counties in southeast Michigan.
     Fidelity’s CEO, John Lindsey, becomes Dearborn’s Oakland Regional President and the seven Fidelity offices will continue to operate under the Fidelity name.
     John E. Demmer, Chairman of Dearborn Bancorp, Inc., commented, “This acquisition is a milestone for Dearborn Bancorp by crossing the $1 billion mark in total assets and adds a profitable operation in the affluent Oakland County market. We welcome Fidelity customers to the Dearborn Bancorp family.”
     Dearborn Bancorp, Inc. is a registered bank holding company. Its sole subsidiary is Community Bank of Dearborn. The Bank operates 19 offices in Wayne, Oakland, Macomb and Washtenaw Counties in the State of Michigan. The Company’s common shares trade on the Nasdaq Global Market under the symbol DEAR.
Contact: Michael J. Ross, President and CEO or Jeffrey L. Karafa, CFO at (313) 565-5700.

Forward-Looking Statements
This press release contains forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and about the Corporation and the Bank. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “projects,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. The Corporation undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise.
Future Factors include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulation; changes in tax laws; changes in prices, levies and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national and local economy. These are representative of the Future Factors and could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

-----END PRIVACY-ENHANCED MESSAGE-----