8-K 1 0001.txt DEFINITIVE AGREEMENT 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): June 7, 2000 -------------- MUTUAL FIRST FINANCIAL, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 000-27905 35-2085640 -------------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) No.) 110 E. Charles Street, Muncie, Indiana 47305-2400 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (765) 747-2800 MFS FINANCIAL, INC. -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events On June 7, 2000, the board of directors of Mutual First Financial, Inc. ("Mutual First"), the holding company for Mutual Federal Savings Bank (the "Bank"), and Marion Capital Holdings, Inc. ("'Marion"), the holding company for First Federal Savings Bank of Marion, entered into a definitive agreement (the "Merger Agreement") to combine in a strategic alliance (the "Merger"). The Merger Agreement calls for a tax-free exchange of each outstanding share of Marion common stock for 1.862 shares of Mutual First common stock, with cash paid in lieu of fractional shares. In addition, pursuant to the Merger Agreement, First Federal Savings Bank of Marion will merge with and into Mutual Federal Savings Bank. The Merger will be accounted for as a purchase and is expected to close in the fourth quarter of 2000. The Merger Agreement has been approved by the boards of directors of both companies. However, it is subject to certain other conditions, including the approval of the shareholders of both companies and the approval of regulatory authorities. The foregoing information does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement filed as an exhibit hereto. Item 7. Financial Statements and Exhibits (c) Exhibits. The Exhibit listed on the accompanying Exhibit Index is filed as part of this Report and is incorporated herein by reference. 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. MUTUAL FIRST FINANCIAL, INC. June 8, 2000 By: /s/ R. Donn Roberts ---------------------------------- R. Donn Roberts Chief Executive Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 2.1 Agreement and Plan of Merger, dated as of June 7, 2000, between Marion Capital Holdings, Inc. and Mutual First Financial, Inc.