10-K405/A 1 c63593a1e10-k405a.txt FORM 10-K405/A 1 UNITED STATES 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 (NO FEE REQUIRED) For the fiscal year ended March 31, 2001 -------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to ------------------- --------------------- Commission File Number 0-20006 ------- ANCHOR BANCORP WISCONSIN INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1726871 --------------------------------- ----------------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 25 West Main Street Madison, Wisconsin 53703 ------------------------ (Address of principal executive office) Registrant's telephone number, including area code (608) 252-8700 -------------- 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 $.10 per share -------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 or 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 the Form 10-K or any amendment to this Form 10-K. [X] Based upon the $15.45 closing price of the registrant's common stock as of May 25, 2001, the aggregate market value of the 20,518,830 shares of the registrant's common stock deemed to be held by non-affiliates of the registrant was: $317.0 million. Although directors and executive officers of the registrant and certain of its employee benefit plans were assumed to be "affiliates" of the registrant for purposes of this calculation, the classification is not to be interpreted as an admission of such status. As of June 8, 2001, 22,755,723 shares of the registrant's common stock were outstanding. There were also 100,000 series A- preferred stock purchase rights authorized with none outstanding, as of the same date. Documents Incorporated by Reference Proxy Statement for the Annual Meeting of Stockholders to be held on July 24, 2001 (Part III, Items 10 to 13) 2 INDEPENDENT AUDITOR'S REPORT Board of Directors FCB Financial Corp. Oshkosh, Wisconsin We have audited the consolidated statements of income, shareholders' equity, and cash flows of FCB Financial Corp. and Subsidiaries for the year ended March 31, 1999. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provided a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, FCB Financial Corp. and Subsidiaries' results of the operations and cash flows for the year ended March 31, 1999, in conformity with generally accepted accounting principles. Wipfli Ullrich Bertelson LLP May 6, 1999 Green Bay, Wisconsin 1 3 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF ANCHOR BANCORP WISCONSIN INC.
Page ---- CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets .......................................... 40 Consolidated Statements of Income..................................... 41 Consolidated Statements of Changes in Stockholders' Equity............ 42 Consolidated Statements of Cash Flows................................. 44 Notes to Consolidated Financial Statements ........................... 46 Report of Ernst & Young LLP, Independent Auditors .................... 72 Report of Wipfli Ullrich Bertelson, Independent Auditors ............. 73 Management and Audit Committee Report................................. 74 SUPPLEMENTARY DATA Quarterly Financial Information....................................... 75
2 4 EXHIBIT NO. 23. CONSENT OF ERNST & YOUNG LLP: The consent of Ernst & Young LLP is included herein as an exhibit to this Report. EXHIBIT NO. 24. CONSENT OF WIPFLI ULLRICH BERTELSON LLP: The consent of Wipfli Ullrich Bertelson LLP is included herein as an exhibit to this Report (B) FORMS 8-K None (C) EXHIBITS Exhibits to the Form 10-K required by Item 601 of Regulation S-K are attached or incorporated herein by reference as stated in the Index to Exhibits. (D) FINANCIAL STATEMENTS EXCLUDED FROM ANNUAL REPORT TO SHAREHOLDERS PURSUANT TO RULE 14A3(B) Not applicable 3 5 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. ANCHOR BANCORP WISCONSIN INC. By: /s/ Douglas J. Timmerman ------------------------------------- Douglas J. Timmerman Chairman of the Board, President and Chief Executive Officer Date: June 29, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. By: /s/ Douglas J. Timmerman By: /s/ Michael W. Helser ------------------------------------ ---------------------------------- Douglas J. Timmerman Michael W. Helser Chairman of the Board, President Treasurer and Chief Financial and Chief Executive Officer Officer (principal executive officer) (principal financial and Date: June 29, 2001 accounting officer) Date: June 29, 2001 6 By: /s/ Donald D. Kropidlowski By: /s/ Greg M. Larson ------------------------------------ ---------------------------------- Donald D. Kropidlowski Greg M. Larson Director Director Date: June 29, 2001 Date: June 29, 2001 By: /s/ Richard A. Bergstrom By: /s/ Pat Richter ------------------------------------ ---------------------------------- Richard A. Bergstrom Pat Richter Director Director Date: June 29, 2001 Date: June 29, 2001 By: /s/ Bruce A. Robertson By: /s/ Holly Cremer Berkenstadt ------------------------------------ ---------------------------------- Bruce A. Robertson Holly Cremer Berkenstadt Director Director Date: June 29, 2001 Date: June 29, 2001 By: /s/ Donald D. Parker ------------------------------------ Donald D. Parker Director Date: June 29, 2001