10-K/A 1 merchantsdec312006form10ka.htm MERCHANTS DECEMBER 31, 2006 FORM 10-K/A merchantsdec312006form10ka.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.  20549

FORM 10-K/A

 
[X]  Annual Report Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

 
For the fiscal year ended  December 31, 2006
 
or
 
[  ]  Transition Report Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

 
For the transition period from  _________________ to _____________________

 
Commission file number  0-21292

 
MERCHANTS AND MANUFACTURERS BANCORPORATION, INC.
 
(Exact name of registrant as specified in its charter)

Wisconsin
  
39-1413328
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification Number)
 
 
5445 South Westridge Drive
 
New Berlin, Wisconsin 53151
 
(Address of principal executive office)

 
Registrant's telephone number, including area code:  (262) 827-6700

 
Securities registered pursuant to Section 12(b) of the Act:  Not Applicable

 
Securities registered pursuant to section 12(g) of the Act:
 
Common Stock, par value $1.00 per share
 
(Title of Class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
Yes                     No        X        .

Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 of 15(d) of the Exchange Act.
Yes                     No        X        .

Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes        X          No                  .

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K  [X]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Exchange Act Rule 12b-2.
Large accelerated filer                    Accelerated filer        X          Non-accelerated filer                 .

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes                     No        X        .

As of June 30, 2006 (the last business day of the Registrant's most recently completed second fiscal quarter) the aggregate market value of the shares (based upon the average bid/ask price) held by non-affiliates was approximately $117,672,000.

As of March 1, 2007, 3,660,739 shares of Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2007 Annual Meeting of Shareholders of the Registrant are incorporated by reference into Part III of this report.
 


Explanatory Note

Merchants and Manufacturers Bancorporation, Inc. (the "Company") is amending Item 15 of Part IV of the Company's Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the Securities and Exchange Commission ("SEC") on March 15, 2007 (the "Annual Report").  This amendment is being made to amend the exhibit list and to file additional exhibits to the Annual Report.


PART IV
 
Item 15.   Exhibits and Financial Statement Schedules

  Documents Filed:

 
1 and 2. Financial Statements and Financial Statement Schedules.  The following financial statements of Merchants and Manufacturers Bancorporation, Inc. and subsidiaries were previously filed as a part of the Annual Report under Item 8. “Financial Statements and Supplementary Data”:

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2006 and 2005

Consolidated Statements of Income for the years ended December 31, 2006, 2005, and 2004

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2006, 2005, and 2004

Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004

Notes to Consolidated Financial Statements

All financial statement schedules have been omitted as they are not applicable or because the information is included in the financial statements or notes thereto.

 
3. Exhibits.  See the Exhibit List appearing elsewhere in this filing.

 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

MERCHANTS AND MANUFACTURERS
BANCORPORATION, INC.
 
By: /s/ Michael J. Murry                                        
Michael J. Murry
Chairman of the Board of Directors and
Chief Executive Officer
 
Date:  August 22, 2007


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10-K/A EXHIBIT LIST

EXHIBIT NO.                  DESCRIPTION

   
 
3.2
By-Laws of the Company (incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-53002) filed by the Company with the SEC on October 2, 1992).
 
4.1
The Company has outstanding certain long-term debt.  None of such debt exceeds 10% of the total assets of the Company and its consolidated subsidiaries.  Thus, copies of the constituent instruments defining the rights of the holders of such debt are not included as exhibits to this Report.  The Company agrees to furnish copies of such instruments to the SEC upon request.
 
10.1*
Merchants and Manufacturers Bancorporation, Inc. 1996 Incentive Stock Option Plan, as amended (incorporated by reference to Exhibit 10(A) of the Company's Registration Statement on Form S-4 (File No. 333-100015) filed by the Company with the SEC on September 23, 2002).
 
10.2*
Merchants and Manufacturers Bancorporation, Inc. 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 000-21292)).
 
10.3*
Form of Stock Option Agreement for the Merchants and Manufacturers Bancorporation, Inc. 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 000-21292)).
 
10.4*
Form of Restricted Stock Agreement for the Merchants and Manufacturers Bancorporation, Inc. 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 000-21292)).
 
10.5*
Executive Employment Agreement dated as of January 2, 1996 between the Company and Michael J. Murry (incorporated by reference to Exhibit 10(c)a of the Company's Registration Statement on Form S-4 (File No. 333-86855) filed by the Company with the SEC on September 10, 1999).
 
10.6*
First Amendment to Executive Employment Agreement dated as of June 25, 1997 between the Company and Michael J. Murry (incorporated by reference to Exhibit 10(c)a of the Company's Registration Statement on Form S-4 (File No. 333-86855) filed by the Company with the SEC on September 10, 1999).
 
 
 
 
10.10*
Executive Employment Agreement dated as of October 26, 2006 between the Company and Frederick Klug (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K (File No. 000-21292) filed by the Company with the SEC on October 30, 2006).
 
 
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10.11*
Executive Employment Agreement dated as of January 2, 1996 between the Company and John Krawczyk (incorporated by reference to Exhibit 10(c)c of the Company's Registration Statement on Form S-4 (File No. 333-86855) filed by the Company with the SEC on September 10, 1999).
 
10.12*
Executive Employment Agreement dated as of January 2, 1996 between the Company and James Mrozckowski (incorporated by reference to Exhibit 10(c)b of the Company's Registration Statement on Form S-4 (File No. 333-86855) filed by the Company with the SEC on September 10, 1999).
 
 
 
 
10.16*
Consulting Agreement dated as of August 12, 2004 between the Company and Harold Mueller (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
 
 
 
 
 
 
21.1
Subsidiaries (previously filed with Annual Report on March 15, 2007)
 
23.1
Consent of Independent Registered Public Accounting Firm (previously filed with Annual Report on March 15, 2007).
 
 
 
____________________

* Management contract or compensation plan or arrangement.
 
 
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