Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed by Denmark Bancshares, Inc., a Wisconsin corporation (the “Company”), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder. We are proposing that holders of our common stock approve proposed Amended and Restated Articles of Incorporation to authorize two separate and distinct classes of common stock, Class A Common Stock and Class B Common Stock, and a reclassification of our outstanding common stock into shares of either Class A Common Stock or Class B Common Stock. If the transaction is completed, common stock held of record by shareholders who own fifteen (15) or more shares of our common stock will be renamed as Class A Common Stock. Our shareholders of record who hold fewer than fifteen (15) shares of our common stock will receive one share of Class B Common Stock for each share of common stock held by such shareholders immediately prior to the effective time of the reclassification. The effect of the reclassification will be to reduce the record number of shareholders of our common stock to less than 1,200, which will allow us to suspend our reporting obligations.
This Schedule 13E-3 is being filed with the Securities and Exchange Commission concurrently with a preliminary proxy statement filed by the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, pursuant to which the holders of the common stock will be given notice of a special meeting at which they will be asked to approve the proposed Amended and Restated Articles of Incorporation, the reclassification of our outstanding common stock and to transact any other business properly brought before the special meeting.
The information contained in the proxy statement is hereby expressly incorporated by reference and the responses to each item are qualified in their entirety by reference to the information contained in the proxy statement. As of the date hereof, the proxy statement is in preliminary form and is subject to completion or amendment. This Schedule 13E-3 will be amended to reflect such completion or amendment of the proxy statement.
All parenthetical references under the various Items contained in this Schedule 13E-3 are references to the corresponding Items contained in Regulation M-A under the Exchange Act.
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TRANSACTION STATEMENT
ITEM 1.
Summary Term Sheet.
(Reg. M-A 1001)
The information set forth in the proxy statement under the captions “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION” and “SPECIAL FACTORS – Overview of the Reclassification Transaction” is hereby incorporated herein by reference.
ITEM 2.
Subject Company Information.
(Reg. M-A 1002)
(a)
Name and Address
. The information set forth in the proxy statement under the caption “SUMMARY TERM SHEET – Denmark Bancshares, Inc. and Denmark State Bank” is hereby incorporated herein by reference.
(b)
Securities
. The information set forth in the proxy statement under the caption “Effects of the Reclassification Transaction on Us; Plans or Proposals after the Reclassification Transaction” is hereby incorporated herein by reference.
(c)
Trading Market and Price
. The information set forth in the proxy statement under the caption “MARKET PRICE OF DENMARK BANCSHARES, INC. SHARES AND DISTRIBUTION INFORMATION – Comparative Market Price Data” is hereby incorporated herein by reference.
(d)
Dividends
. The information set forth in the proxy statement under the caption “MARKET PRICE OF DENMARK BANCSHARES, INC. SHARES AND DISTRIBUTION INFORMATION – Distributions” is hereby incorporated herein by reference.
(e)
Prior Public Offerings
. Not applicable.
(f)
Prior Stock Purchases
. The information set forth in the proxy statement under the caption “SHARE PURCHASE INFORMATION” is hereby incorporated herein by reference.
ITEM 3.
Identity and Background of Filing Person.
(Reg. M-A 1003(a) through (c))
(a)
Name and Address
. The filing person, the Company, is also the subject company. The information set forth in the proxy statement under the caption “SUMMARY TERM SHEET – Denmark Bancshares, Inc. and Denmark State Bank” is hereby incorporated herein by reference.
(b)
Business and Background of Entities
. Not applicable.
(c)
Business and Background of Natural Persons
.
Directors and Executive Officers of Denmark Bancshares, Inc.
.
Set forth in the table below are the (i) name, (ii) business address, (iii) current principal occupation or employment, and the name, principal business and address of any corporation or other organization in which the employment or occupation is conducted, and (iv) material occupations, positions, offices or employment during the
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past five years, and the name, principal business and address of any corporation or other organization in which the occupation, position, office or employment was carried on, of each of our directors and executive officers. Each person identified below is a United States citizen. Unless otherwise noted, (a) all directors have been employed in the principal occupations noted below for the past five years or more, and (b) the principal business address of each person identified below is 103 East Main Street, Denmark, Wisconsin 54208.
To our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
ITEM 4.
Terms of the Transaction.
(Reg. M-A 1004(a) and (c) through (f))
(a)(1)
Not applicable.
(a)(2)
Material Terms
. The information set forth in the proxy statement under the captions “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION,” “SPECIAL FACTORS – Overview of the Reclassification Transaction,” “SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness of the Reclassification Transaction; Board Recommendation,” “ABOUT THE SPECIAL MEETING – Quorum; Vote Required for Approval” and “SPECIAL FACTORS – Income Tax Consequences of the Reclassification Transaction” is hereby incorporated herein by reference.
(b)
Purchases
. Not applicable.
(c)
Different Terms
. The information set forth in the proxy statement under the captions “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION,” “SPECIAL FACTORS – Overview of the Reclassification Transaction,” “SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness of the Reclassification Transaction; Board Recommendation” and “DESCRIPTION OF SHARES” is hereby incorporated herein by reference.
(d)
Appraisal Rights
. The information set forth in the proxy statement under the caption “SPECIAL FACTORS – Appraisal and Dissenters’ Rights” is hereby incorporated herein by reference.
(e)
Provisions for Unaffiliated Security Holders
. The information set forth in the proxy statement under the caption “SPECIAL FACTORS – Background of the Reclassification Transaction,” and “SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness of the Reclassification Transaction; Board Recommendation” is hereby incorporated herein by reference.
(f)
Eligibility for Listing or Trading
. Not applicable.
ITEM 5.
Past Contracts, Transactions, Negotiations and Agreements.
(Reg. M-A 1005(a) through (c) and (e))
(a)
Transactions
. The information set forth in the proxy statement under the caption “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS – Certain Relationships and Related Transactions,” is hereby incorporated herein by reference.
(b)
Significant Corporate Events
. Not applicable.
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(c)
Negotiations or Contracts
. Not applicable.
(e)
Agreements Involving the Subject Company’s Securities
. The information set forth in the proxy statement under the caption “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS – Agreements Involving Our Securities” is hereby incorporated herein by reference.
ITEM 6.
Purposes of the Transaction and Plans or Proposals.
(Reg. M-A 1006(b) and (c)(1) through (8))
(b)
Use of Securities Acquired
. The information set forth in the proxy statement under the caption “SPECIAL FACTORS – Effects of the Reclassification Transaction on Us; Plans or Proposals after the Reclassification Transaction” is hereby incorporated herein by reference.
(c)
Plans
. The information set forth in the proxy statement under the captions “SPECIAL FACTORS – Background of the Reclassification Transaction,” “SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness of the Reclassification Transaction; Board Recommendation,” “SPECIAL FACTORS – Effects of the Reclassification Transaction on Us; Plans or Proposals after the Reclassification Transaction,” and “SPECIAL FACTORS – Effects of the Reclassification Transaction on Our Shareholders” is hereby incorporated herein by reference.
ITEM 7.
Purposes, Alternative, Reasons and Effects.
(Reg. M-A 1013)
(a)
Purposes
. The information set forth in the proxy statement under the captions “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION,” “SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness of the Reclassification Transaction; Board Recommendation,” and ‘SPECIAL FACTORS – Purpose and Structure of the Reclassification Transaction” is hereby incorporated herein by reference.
(b)
Alternatives
. The information set forth in the proxy statement under the captions “SPECIAL FACTORS – Background of the Reclassification Transaction” is hereby incorporated herein by reference.
(c)
Reasons
. The information set forth in the proxy statement under the captions “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION,” “SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness of the Reclassification Transaction; Board Recommendation,” and “SPECIAL FACTORS – Purpose and Structure of the Reclassification Transaction” is hereby incorporated herein by reference.
(d)
Effects
. The information set forth in the proxy statement under the captions “SPECIAL FACTORS – Effects of the Reclassification Transaction on Us; Plans or Proposals after the Reclassification Transaction,” “SPECIAL FACTORS – Effects of the Reclassification Transaction on Our Shareholders” and “SPECIAL FACTORS – Income Tax Consequences” is hereby incorporated herein by reference.
ITEM 8.
Fairness of the Transaction.
(Reg. M-A 1014)
(a)–(b)
Fairness; Factors Considered in Determining Fairness
. The information set forth in the proxy statement under the captions “QUESTIONS AND ANSWERS ABOUT AND SUMMARY
8
TERMS OF THE RECLASSIFICATION TRANSACTION,” “SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness of the Reclassification Transaction; Board Recommendation” is hereby incorporated herein by reference.
(c)
Approval of Security Holders
. The information set forth in the proxy statement under the caption “ABOUT THE SPECIAL MEETING – Quorum; Vote Required for Approval” is hereby incorporated herein by reference.
(d)
Unaffiliated representative
. The information set forth in the proxy statement under the caption “SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness of the Reclassification Transaction; Board Recommendation” is hereby incorporated herein by reference.
(e)
Approval of Directors
. The information set forth in the proxy statement under the caption “SPECIAL FACTORS – Background of the Reclassification Transaction” and “SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness of the Reclassification Transaction; Board Recommendation” is hereby incorporated herein by reference.
(f)
Other Offers
. The information set forth in the proxy statement under the caption “SPECIAL FACTORS – Effects of the Reclassification Transaction on Us; Plans or Proposals after the Reclassification Transaction” is hereby incorporated herein by reference.
ITEM 9.
Reports, Opinions, Appraisals and Negotiations.
(Reg. M-A 1015)
(a)
Report, Opinion or Appraisal
. The information set forth in the proxy statement under the captions “SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness of the Reclassification Transaction; Board Recommendations” and “OTHER MATTERS – Reports, Opinions, Appraisals and Negotiations” is hereby incorporated herein by reference.
(b)
Preparer and Summary of the Report, Opinion or Appraisal
. Not applicable
(c)
Availability of Documents
. Not applicable.
ITEM 10.
Source and Amounts of Funds or Other Consideration.
(Reg. M-A 1007)
(a)
Source of Funds
. The information set forth in the proxy statement under the captions “SPECIAL FACTORS – Financing of the Reclassification Transaction” is hereby incorporated herein by reference.
(b)
Conditions
. Not applicable.
(c)
Expenses
. The information set forth in the proxy statement under the caption “SPECIAL FACTORS – Fees and Expenses” is hereby incorporated herein by reference.
(d)
Borrowed Funds
. Not applicable.
ITEM 11.
Interest in Securities of the Subject Company.
(Reg. M-A 1008)
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(a)
Securities Ownership
. The information set forth in the proxy statement under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is hereby incorporated herein by reference.
(b)
Securities Transactions
. The information set forth in the proxy statement under the caption “SHARE PURCHASE INFORMATION – Recent Transactions” is hereby incorporated herein by reference.
ITEM 12.
The Solicitation or Recommendation.
(Reg. M-A 1012(d) and (e))
(d)
Intent to Tender or Vote in a Going-Private Transaction
. The information set forth in the proxy statement under the caption “ABOUT THE SPECIAL MEETING – Quorum; Vote Required for Approval” is hereby incorporated herein by reference.
(e)
Recommendations of Others
. The information set forth in the proxy statement under the caption “SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness of the Reclassification Transaction; Board Recommendations” is hereby incorporated herein by reference.
ITEM 13.
Financial Statements.
(Reg. M-A 1010(a) through (b))
(a)
Financial Information
. The information set forth in the proxy statement under the caption “FINANCIAL INFORMATION” is hereby incorporated herein by reference. In addition, the following documents are incorporated by reference herein:
·
Our Annual Report on Form 10-K for fiscal years ended December 31, 2010 and December 31, 2011, including audited financial information; and
·
Our Quarterly Report on Form 10-Q for fiscal quarter ended September 30, 2012, including unaudited financial information.
(b)
Pro Forma Information
. The information set forth in the proxy statement under the caption “FINANCIAL INFORMATION” is hereby incorporated herein by reference.
ITEM 14.
Persons/Assets, Retained, Employed, Compensated or Used.
(Reg. M-A 1009)
(a)–(b)
Solicitations or Recommendations
;
Employees and Corporate Assets
. The information set forth in the proxy statement under the caption “ABOUT THE SPECIAL MEETING – Solicitation of Proxies; Expenses of Solicitation” is hereby incorporated herein by reference.
ITEM 15.
Additional Information.
(Reg. M-A 1011(b))
(b)
402(t). The information set forth in the proxy statement under the captions “SPECIAL FACTORS – Interests of Certain Persons in the Reclassification Transaction”, and ‘SPECIAL FACTORS – the Effect on our Directors and Executive Officers” is hereby incorporated by reference.
ITEM 16.
Exhibits.
(Reg. M-A 1016(a) through (d), (f) and (g))
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(a)
Preliminary Proxy Statement relating to the special meeting of shareholders filed with the Securities and Exchange Commission concurrently with this filing (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed concurrently with this Schedule 13E-3). *
(b)
Not applicable.
(c)
Not applicable.
(d)
Articles of Incorporation and Third Amended and Restated Bylaws. **
(f)
Not applicable.
(g)
Not applicable.
_______________________
*Incorporated by reference to the Company's Schedule 14A, filed with the SEC on December 3,
**Incorporated by reference to Appendix A and Appendix D of Exhibit (a).
SIGNATURES
After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: December 3, 2012
DENMARK BANCSHARES, INC.
By:
/s/ Dennis J. Heim
Name and Title: Dennis J. Heim
Vice President, CFO and Treasurer
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