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
MONTGOMERY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
(State or other jurisdiction of incorporation)
0-29312 35-1962246
(Commission File Number) (IRS Employer Identification No.)
119 East Main Street
Crawfordsville, Indiana 47933
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 362-4710
Item 5. Other Events
On July 24, 2001, Montgomery Financial Corporation (the "Registrant")
and Union Community Bancorp ("UCB") jointly announced the signing of a
definitive agreement (the "Agreement") pursuant to which Registrant will be
merged with and into UCB (the "Merger"), and Registrant's savings association
subsidiary will be merged with and into UCB's savings association subsidiary.
The Agreement provides that upon the effective date of the Merger (the
"Effective Time"), each shareholder of Registrant will receive either 1.1244
shares of UCB's common stock, without par value ("UCB Common Stock"), or $15.00
in cash for each share of Registrant common stock, $.01 par value per share
("Registrant Common Stock"), owned by such shareholder; provided that the number
of shares of UCB Common Stock issued in the Merger must equal .5622 times the
number of shares of Registrant Common Stock outstanding immediately prior to the
Effective Time of the Merger. There may be pro rata allocations of cash or stock
made to Registrant's shareholders to ensure that this requirement is satisfied.
Based on the closing price of UCB 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 Registrant 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 UCB. 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/ J. Lee Walden
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J. Lee Walden, President
Dated: July 24, 2001