SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Commission file number: 000-31207
BANK MUTUAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Wisconsin | | 39-2004336 |
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| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 4949 West Brown Deer Road, Milwaukee, WI | | 53223 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (414) 354-1500
Securities registered pursuant to Section 12(b) of the Act:
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| Common Stock, $0.01 Par Value | | The NASDAQ Stock Market LLC |
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| (Title of each class) | | (Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of 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 this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | Accelerated filer X | | Non-accelerated filer | | Smaller Reporting Company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the act).
As of February 29, 2008, 48,605,080 shares of Common Stock were validly issued and outstanding. The aggregate market value of the Common Stock (based upon the $11.53 last sale price quotation on The NASDAQ Global Select MarketSM on June 29, 2007, the last trading of our second fiscal quarter) held by non-affiliates (excluding shares reported as beneficially owned by directors and executive officers and unallocated shares of the Employee Stock Ownership Plan; does not constitute an admission as to affiliate status) was approximately $583.2 million.
DOCUMENTS INCORPORATED BY REFERENCE
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| Document | | Part of Form 10-K Into Which
Portions of Document are Incorporated |
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| Current Report on Form 8-K dated August 24, 2007 | | Item 9 |
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Proxy Statement for Annual Meeting of
Shareholders on May 6, 2008 | | Part III |
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amended 10-K”) amends the Bank Mutual Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2007 that was filed with the Securities and Exchange Commission on March 7, 2008 (the “Original 10-K”). The Amended 10-K is being filed solely to revise Part II, Item 9A of the Original 10-K. In that item of the Original 10-K, (i) a sentence in the second paragraph under “Management’s Report on Internal Control Over Financial Reporting” was inadvertently omitted and (ii) extraneous language was included in the first paragraph of the “Ernst & Young LLP, Report on Effectiveness of Internal Control Over Financial Reporting.” Conforming changes are made in the second and third paragraphs under “Management’s Report on Internal Control Over Financial Reporting.”
For the convenience of the reader, this Amended 10-K sets forth Part II, Item 9A in its entirety. Other than the revisions referred to above, all other information included in the Original 10-K remains unchanged.
As a consequence of these changes, Bank Mutual Corporation is also filing new certifications of its Chief Executive Officer and Interim Chief Financial Officer, with conforming changes, as Exhibits 31.1 and 31.2.
This Amended 10-K is not intended to, nor does it, reflect events occurring after the filing of the Original 10-K. It does not modify or update the disclosures in the Original 10-K in any way other than as required to reflect the changes described above.
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Item 9A.Controls and Procedures
Disclosure Controls and Procedures:Bank Mutual Corporation’s management, with the participation of Bank Mutual Corporation’s Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of Bank Mutual Corporation’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, Bank Mutual Corporation’s Chief Executive Officer and Interim Chief Financial Officer have concluded that, as of the end of such period, Bank Mutual Corporation’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by Bank Mutual Corporation in the reports that it files or submits under the Exchange Act.
Change in Internal Control Over Financial Reporting:There have not been any changes in the Bank Mutual Corporation’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the final fiscal quarter of the year to which this report relates that have materially affected, or are reasonably likely to materially affect, Bank Mutual Corporation’s internal control over financial reporting.
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Management’s Report on Internal Control Over Financial Reporting
The internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorization of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Management of Bank Mutual Corporation is responsible for establishing and maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Bank Mutual Corporation’s management, including its Chief Executive Officer and Interim Chief Financial Officer, has assessed the effectiveness of its internal control over financial reporting as of December 31, 2007, based on the criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on their assessment and those criteria, management believes that as of December 31, 2007, Bank Mutual Corporation’s internal control over financial reporting was effective.
Ernst & Young LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in the Original 10-K and, as a part of its audit, has issued an attestation report on the effectiveness of Bank Mutual Corporation’s internal control over financial reporting. That attestation report, as revised, can be found on the following page as part of this Item 9A of this Amended 10-K.
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Ernst & Young LLP, Report on Effectiveness of Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Bank Mutual Corporation
We have audited Bank Mutual Corporation’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Bank Mutual Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Bank Mutual Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2007 consolidated financial statements and our report dated March 5, 2008 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
March 5, 2008
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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.
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| | BANK MUTUAL CORPORATION
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| April 25, 2008 | By: | /s/ Michael T. Crowley, Jr. | |
| | | Michael T. Crowley, Jr. | |
| | | Chairman, President and Chief Executive Officer | |
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| | By: | /s/ Eugene H. Maurer, Jr. | |
| | | Eugene H. Maurer, Jr. | |
| | | Senior Vice President, Secretary and Interim Chief Financial Officer | |
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