8-K

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

June 22, 2009
Date of Report (Date of earliest event reported)

Anchor BanCorp Wisconsin Inc.

(Exact Name of Registrant as Specified in its Charter)

WI
(State or Other Jurisdiction of Incorporation)

00020006	391726871
(Commission File Number)	(IRS Employer Identification No.)

25 West Main Street, Madison, Wisconsin 57303
(Address of Principal Executive Office) (Zip Code)

608-252-8982
(Registrant’s Telephone Number, Including Area Code)

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 14a12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2009, the Board of Directors of Anchor BanCorp Wisconsin, Inc. (ABCW) and AnchorBank, fsb (the Bank), a wholly owned subsidiary of ABCW, announced several key changes to the Board of Directors and executive management teams of each of ABCW and the Bank, effective as of June 22, 2009.

Chris Bauer Joins AnchorBanCorp Wisconsin, Inc. and AnchorBank, fsb.

The Board announced that Chris M. Bauer has been retained, subject to approval by the Office of Thrift Supervision (OTS), as President and CEO of ABCW and as CEO of the Bank. Mr. Bauer replaces Douglas J. Timmerman as President and CEO of ABCW. Douglas Timmerman earlier this year announced his intention to retire from those positions. Mr. Bauer replaces Mark D. Timmerman in his role as CEO of the Bank. Mr. Bauer also has been appointed to the Board of Directors of both ABCW and the Bank. Mr. Bauer’s employment agreement is summarized below.

Mark D. Timmerman continues in the role of President of the Bank and will also serve as Chief Operating Officer of the Bank. Mark D. Timmerman remains Executive Vice President, Secretary and General Counsel of ABCW, but resigns his position as a member of ABCW’s Board of Directors, effective June 22, 2009.

Anthony J. Cattelino, Executive Vice President Announces Retirement

Anthony (Tony) J. Cattelino, Executive Vice President of Marketing and Retail Administration for the Bank and Executive Vice President of ABCW has informed ABCW that he intends to retire effective June 30, 2009. Mr. Cattelino has been with the Bank since 1974.

David Omachinski Elected Chairman

David Omachinski was named Chairman of the Board of both ABCW and the Bank. In February, 2009 Mr. Omachinski was named Lead Director. Mr. Omachinski replaces Douglas J. Timmerman as Chairman of both boards. Douglas J. Timmerman will remain as a non-executive member of the ABCW board. Mr. Omachinski shall serve as an independent, non-executive Chairman of both organizations.

Item 1.01 Entry into a Material Definitive Agreement.

ABCW and the Bank (together the “Company”) and Mr. Bauer intend, subject to final approval by the OTS, to enter into an employment agreement. The employment agreement would be effective beginning June 22, 2009, for a period of 2 years. Mr. Bauer would receive a salary of $480,000 per year plus grants of common stock. Mr. Bauer will be entitled to benefits similar to other Company executives, such as participation in group health, life, disability and similar insurance programs; profit sharing or 401(k) plans (except that he will not participate in employee stock option plans or excess benefit plans); vacation, personal days and sick leave; use of a Company automobile, travel expenses and living quarters in Madison, Wisconsin.

Upon termination for cause or upon death, retirement or voluntary termination by Mr. Bauer, he shall not be entitled to additional compensation beyond any compensation or benefits accrued under the terms of the agreement. If Mr. Bauer is terminated due to disability, he will receive 75% of his base salary for the lesser of 12 months or the remainder of the employment term, with such amount offset by amounts received from any Company disability plan or governmental social security or workers compensation program. Mr. Bauer will also receive grants of common stock, issued monthly, calculated for the first 21 months of the employment agreement by dividing $13,333 by the average closing price of ABCW’s common stock on the last 5 trading days of the applicable month. For the last 3 months of the employment agreement, Mr. Bauer will receive $53,333 worth of ABCW common stock per month, calculated in the same manner as set forth for the first 21 months. If OTS requires the employment agreement to be suspended or terminated, all obligations of the Company shall be suspended or terminated, except any vested rights shall not be affected. If the employment agreement is terminated by the Company prior to a change in control and other than for

cause, death, disability or retirement, or by Mr. Bauer due to a failure by the Company to comply with any material provisions of the agreement, Mr. Bauer shall receive his base salary for the balance of the employment term, paid in accordance with the Company’s normal payroll practices, and any other vested compensation or benefits. If Mr. Bauer is terminated after a chance in control he shall receive his base salary for the lesser of one year or the remainder of the employment term, paid in accordance with the Company’s normal payroll practices, together with any other vested compensation or benefits. In the event of a Change in Control, if Mr. Bauer is terminated, or terminates his employment for Good Reason (i.e. a reduction in base salary or benefits, failure to be continued in an executive position or being required to relocate outside of Madison) he will receive continuation of his base salary or the lesser of 12 months or the remainder of the employment term. A Change in Control is defined in his employment agreement to include any change in control of the Company or the Bank that would be required to be reported under federal securities laws, as well as (i) the acquisition by any person of 25% or more of the outstanding voting securities of the Company or the Bank and (ii) a change in a majority of the directors of the Company during any two-year period without the approval of at least two-thirds of the persons who were directors of the Company at the beginning of such period.

For more information on these events, please refer to the press release furnished as Exhibit 99.1 to this report.

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 hereunto duly authorized.

	Anchor BanCorp Wisconsin, Inc.
Date: June 24, 2009	By:	/s/ Mark D. Timmerman
		Executive Vice President, Secretary and
		General Counsel

EX-99.1

Exhibit 99.1

Press Release NASDAQ:ABCW

FOR IMMEDIATE RELEASE
Date: JUNE 22, 2009

CHRIS BAUER JOINS EXECUTIVE MANAGEMENT TEAM OF
ANCHOR BANCORP WISCONSIN, INC. AND ANCHORBANK, FSB

BANK AND HOLDING COMPANY ALSO ANNOUNCE OTHER MANAGEMENT
CHANGES

Madison, Wisc. The Board of Directors of Anchor BanCorp Wisconsin, Inc. (ABCW) and AnchorBank, fsb (the Bank) today announced several key changes at both the Board of Director and Executive Management levels. AnchorBank, fsb is a wholly owned subsidiary of Anchor BanCorp Wisconsin, Inc.

Chris Bauer Joins AnchorBanCorp Wisconsin, Inc. and AnchorBank, fsb.

The Board announced that Chris M. Bauer is joining the organization as President and CEO of Anchor BanCorp Wisconsin Inc. as well as the position of CEO of the Bank. Mr. Bauer replaces Douglas J. Timmerman as President and CEO of Anchor BanCorp Wisconsin Inc., who earlier this year announced his intention to retire. Mr. Bauer replaces Mark D. Timmerman in his role as CEO of AnchorBank, fsb. Mr. Bauer also joins both ABCW and the Bank as a member of each Board of Directors.

Mark D. Timmerman continues in the role of President of AnchorBank, fsb and adds the newly created position of Chief Operating Officer (COO) for the Bank. Mark D. Timmerman will relinquish his role on the ABCW Board of Directors while retaining his position as Executive Vice President of ABCW.

“I cannot think of a better addition to our team than Chris Bauer,” said Douglas Timmerman. “His experience and proven leadership capabilities will help ensure the future success of Anchor BanCorp Wisconsin and AnchorBank,” added Timmerman.

Mr. Bauer brings an extensive 33-year background in the banking sector, having previously served as Chairman and CEO of Firstar Bank Milwaukee, and head of commercial banking for Firstar Corporation, a $37-billion financial services company based in Milwaukee, at the time of his retirement in 1999. In 2000, Bauer founded First Business Bank Milwaukee and served as its Chairman of the Board until 2003. Under Mr. Bauer’s leadership, First Business Bank Milwaukee grew to more than $70 million in assets in only three years. Bauer was also recently elected Chairman of the Board of the American Automobile Association. Mr. Bauer holds a B.B.A. from the University of Wisconsin-Madison, and an M.B.A. from Marquette University. He has been honored as a Distinguished Alumnus of both universities. He is a native of Milwaukee.

Mr. Bauer is an active leader in the Milwaukee community, where he serves on numerous boards such as Junior Achievement of Wisconsin, the Siebert Lutheran Foundation, Mason Street Advisors, and The Auto Club Group. Previously, Bauer acted as director of the Milwaukee Public Library Foundation, United Way, UWM Foundation and served as Chairman of St. Luke’s Medical Center.

“It is a challenging and transformational period in the financial services sector, and I am thrilled to be joining Anchor BanCorp and AnchorBank at this time. Their history and the strength of their franchise in Wisconsin make them a core asset to our State,” said Bauer. “I am looking forward to working with the Board, Mark and the rest of the Anchor management team to help navigate the organization through the current environment and emerge even stronger,” added Bauer.

Anthony J. Cattelino, Executive Vice President Announces Retirement

It was also announced that Anthony (Tony) J. Cattelino, Executive Vice President of Marketing and Retail Administration for AnchorBank and Executive Vice President of ABCW would retire effective June 30, 2009. Mr. Cattelino has been with AnchorBank since 1974 when he joined the Company as Marketing Director. Mr. Cattelino’s duties will be spread across several other members of the Bank’s Senior Management Team. “Tony has been a key player in leading our growth as a full-service retail bank. I know I speak for the entire AnchorBank team when I wish him well as he transitions into this new phase of his life,” said Douglas Timmerman.

David Omachinski Elected Chairman

Additional Board changes include David Omachinski being named Chairman of the Board of both the ABCW Board of Directors and the AnchorBank, fsb Board. In February, 2009 Mr. Omachinski was named Lead Director. Mr. Omachinski replaces Douglas J. Timmerman in the title of Chairman for both Boards. Douglas J. Timmerman will remain as a non-executive member director of the ABCW Board. Mr. Omachinski will serve as an independent, non-executive Chairman for both organizations.

Mr. Omachinski has been a member of the Board since 2002. Previously, Mr. Omachinski served as President/Chief Operating Officer of Oshkosh B’Gosh Company. Following the sale of Oshkosh B’Gosh to Carter’s in 2005, Mr. Omachinski has had an active management consulting practice.

“I am excited to take on this new role in my relationship with AnchorBank. First, however, I must acknowledge the contribution of Doug Timmerman. His leadership has been at the center of AnchorBank’s evolution from a Madison Savings and Loan to a statewide financial services provider helping countless individuals and business over the years,” said Omachinski.

Changes Enhance Independence of Board of Directors

“These changes bring the structure of our Board and Executive Management group in line with current best practices. This structure will enhance the independence of the Board of Directors by separating the Chairmanship and the CEO roles. Additionally, David Omachinski’s contributions over the last several months as Lead Director have made it clear to me, as well as the entire Board, that he is the logical choice to take over the Chairman role,” said Douglas J. Timmerman.

About AnchorBank

AnchorBank provides banking and financial services to nearly 172,000 households and business across 62 communities in Wisconsin with 74 full service offices and two loan origination-only offices.

For More Information

For more information, contact Dale Ringgenberg, CFO, at (608) 252-1810,
Mark D. Timmerman, President of AnchorBank at (608) 252-8784, or
David Omachinski, Chairman of Anchor BanCorp Wisconsin, at (608) 252-8788.

This news release contains certain forward-looking statements based on unaudited financial statements, results of operations and business of Anchor BanCorp. Forward-looking statements are subject to various factors which could cause actual results to differ materially from these estimates. These factors include changes in general economic conditions, deposit flows, loan demand, asset quality, competition, legislation or regulation and accounting principles, policies or guidelines affecting reports filed with the Securities and Exchange Commission for financial and business information regarding Anchor BanCorp, including information which could affect Anchor BanCorp’s forward-looking statements.

The Management changes referenced above are subject to final approval by the Office of Thrift Supervision (OTS).