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): October 12, 2011
FAIRMOUNT BANCORP, INC.
(Exact name of Registrant as Specified in Charter)
| Maryland | 000-53996 | 27-1783911 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
8216 Philadelphia Road, Baltimore, MD 21237
(Address of Principal Executive Offices)
(410) 866-4500
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events |
On May 11, 2011, Fairmount Bancorp, Inc. (“Fairmount”) and Fullerton Federal Savings Association (“Fullerton Federal”) entered into an Agreement and Plan of Merger Conversion (the “Agreement”) providing for the acquisition of Fullerton Federal by Fairmount in a conversion merger transaction. Consummation of the transaction, which was approved by the boards of directors of Fairmount and Fullerton Federal, was subject to normal regulatory approvals and the approval of Fullerton Federal’s members, all of which were received The Agreement and the related Plan of Conversion Merger, as subsequently amended, are Exhibits 2.1 and 2.2, respectively, to this Report and are incorporated herein by reference.
On October 12, 2011, Fairmount completed its acquisition of Fullerton Federal, which converted to the stock form of organization and merged with and into Fairmount Bank, Fairmount’s wholly owned federal stock savings association subsidiary and the resulting institution in the conversion merger transaction.
In connection with the stock conversion and merger, Fairmount issued and sold 56,276 shares of common stock to Fullerton members in a subscription offering and to members of the general public in a community offering. Gross offering proceeds were $793,500. Additional information and details of the conversion merger and stock offering were disclosed in the press release dated October 13, 2011, incorporated herein by reference to Exhibit 99.1 to this Report.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
Exhibit 2.1 – Agreement and Plan of Conversion Merger, dated as of May 11, 2011, incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed May 17, 2011.
Exhibit 2.2 – Plan of Conversion Merger of Fullerton Federal Savings Association, as amended, incorporated herein by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K/A filed June 22, 2011.
Exhibit 99.1 – Press release dated October 13, 2011.
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.
| FAIRMOUNT BANCORP, INC. | ||||
| DATE: October 13, 2011 |
By: | /s/ Joseph M. Solomon | ||
| Joseph M. Solomon | ||||
| President and Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit |
||
| 2.1 | Agreement and Plan of Conversion Merger, dated as of May 11, 2011, incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed May 1, 2011. | |
| 2.2 | Plan of Conversion Merger of Fullerton Federal Savings Association, as amended, incorporated herein by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K/A filed June 22, 2011. | |
| 99.1 | Press release dated October 13, 2011. | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
| CONTACT: | Joseph M. Solomon | |
| President and Chief Executive Officer | ||
| (410) 866-4500 | ||
FAIRMOUNT BANCORP, INC. ACQUIRES FULLERTON FEDERAL SAVINGS ASSOCIATION IN A CONVERSION MERGER TRANSACTION AND COMPLETES THE RELATED STOCK OFFERING
Baltimore, Maryland October 13, 2011—Fairmount Bancorp, Inc. (OTCBB:FMTB) (“Fairmount”), the parent holding company of Fairmount Bank, headquartered in the Rosedale area of Baltimore County, Maryland, today announced that, on October 12, 2011, it completed the acquisition of Fullerton Federal Savings Association (“Fullerton Federal”) in a conversion merger transaction. In connection with the acquisition and pursuant to the terms of the Agreement and Plan of Conversion Merger and the related Plan of Conversion Merger (the “Plan”), Fairmount sold approximately $793,500 of its common stock (56,276 shares at a purchase price of $14.10 per share). The shares were sold in a subscription offering to depositors of Fullerton Federal and to Fairmount’s Employee Stock Ownership Plan and in a community offering to Fairmount’s Recognition and Retention Plan and to the general public. The amount of Fairmount common stock offered for sale was based on an independent valuation of Fullerton Federal.
Fairmount and Fullerton Federal received all requisite regulatory approvals to consummate the conversion merger and related stock offering (the “transactions”). In addition, the Plan was approved at a special meeting of Fullerton Federal’s depositors held on September 29, 2011.
Stock certificates for shares of common stock purchased in the subscription and community offerings were mailed to investors on October 12, 2011. Fairmount’s common stock is quoted on the OTC Bulletin Board, under the trading symbol “FMTB.”
As a result of the conversion merger, Fullerton Federal has merged with and into Fairmount Bank, with Fairmount Bank as the surviving institution. Joseph M. Solomon, President and Chief Executive Officer of Fairmount, stated “We appreciate the confidence in our organization exhibited by the investors in the stock offering. The additional capital raised and the merger with Fullerton Federal will help support our continued growth and enhance our market presence. We view this transaction as a part of our overall commitment to the communities we serve.” Mr. Solomon also stated “We welcome the customers of Fullerton Federal. They will find that Fairmount Bank provides excellent, personalized customer service, and we are confident that they will benefit from the availability of Fairmount Bank’s expanded offering of financial products and services.”
Stifel, Nicolaus & Company, Incorporated served as financial advisor and marketing agent with respect to the transactions. The law firm of Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P. served as special counsel to Fairmount in connection with the transactions. Elias, Matz Tiernan & Herrick, L.L.P. served as special counsel to Fullerton Federal in connection with the transactions, and Luse Gorman Pomerenk & Schick served as special counsel to Stifel, Nicolaus & Company, Incorporated.
Fairmount Bancorp, Inc.
Fairmount Bancorp, Inc. was incorporated on November 30, 2009, to serve as the holding company for Fairmount Bank. On June 2, 2010, Fairmount Bank converted from a federal mutual savings bank to a federal stock savings bank and became the wholly owned subsidiary of Fairmount. Fairmount’s principal business activity is the ownership of the outstanding shares of common stock of Fairmount Bank.
Fairmount Bank
Fairmount Bank is a federally-chartered savings bank located in the Rosedale section of Baltimore County, Maryland, originally founded in 1879. Fairmount Bank has operated as a community-oriented institution by offering a variety of loan and deposit products and serving other financial needs of its local community. Fairmount Bank takes its corporate citizenship seriously and is committed to meeting the credit needs of the community, consistent with safe and sound operations.
Fairmount Bank has two offices, located in Baltimore County, Maryland. Fairmount Bank is regulated by the Office of the Comptroller of the Currency, and its deposits are insured up to applicable legal limits by the Federal Deposit Insurance Corporation under the Deposit Insurance Fund. Fairmount Bank is a member of the Federal Home Loan Bank System.