SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2001
UNION COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
INDIANA
(State or other jurisdiction of incorporation)
000-23543 35-2025237
(Commission File Number) (IRS Employer Identification No.)
221 East Main Street
Crawfordsville, Indiana 47933
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 362-2400
Item 5. Other Events
On July 24, 2001, Union Community Bancorp (the "Registrant") and Montgomery
Financial Corporation ("MFC") jointly announced the signing of a definitive
agreement (the "Agreement") pursuant to which MFC will be merged with and into
the Registrant (the "Merger"), and MFC's savings association subsidiary will be
merged with and into Registrant's savings association subsidiary. The Agreement
provides that upon the effective date of the Merger (the "Effective Time"), each
shareholder of MFC will receive either 1.1244 shares of the Registrant's common
stock, without par value ("Registrant Common Stock"), or $15.00 in cash for each
share of MFC common stock, $.01 par value per share, owned by such shareholder;
provided that the number of shares of Registrant Common Stock issued in the
Merger must equal .5622 times the number of shares of MFC Common Stock
outstanding immediately prior to the Effective Time of the Merger. There may be
pro rata allocations of cash or stock made to MFC shareholders to ensure that
this requirement is satisfied. Based on the closing price of Registrant Common
Stock on July 23, 2001 ($13.50), the transaction has an aggregate value of
approximately $18.5 million (assuming all outstanding stock options of MFC are
valued at the difference between the merger consideration and the exercise price
of the options).
The Merger will be accounted for as a purchase and is expected to close in
the fourth quarter of 2001. The Agreement has been approved by the boards of
directors of Registrant and MFC. However, it is subject to certain other
conditions, including the approval of the shareholders of both companies and the
approval of regulatory authorities.
Pursuant to General Instruction F to Form 8-K, the Agreement concerning the
Merger is incorporated herein by reference and is attached hereto as Exhibit 2.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 2 Agreement and Plan of Reorganization among Union
Community Bancorp, Union Federal Savings and Loan
Association, Montgomery Financial Corporation, and
Montgomery Savings, A Federal Association, dated
July 23, 2001.
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.
By: /s/ Joseph E. Timmons
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Joseph E. Timmons, President
Dated: July 24, 2001