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UNITED STATES
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): April 15, 2004
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Monarch Community Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-49814 04-3627031
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
375 North Willowbrook Road, Coldwater, MI 49036
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(Address of principal executive offices)
(517) 278-4566
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On April 15, 2004, Monarch Community Bancorp, Inc. ("MCBF") consummated
its acquisition of MSB Financial, Inc. ("MSBF") pursuant to the Amended and
Restated Agreement and Plan of Merger, dated as of September 2, 2003 and Amended
and Restated as of September 24, 2003, by and among MCBF, Monarch Acquisition
Corp. and MSBF (the "Merger Agreement"). Pursuant to the terms of the Merger
Agreement, each share of MSBF common stock will be converted into the right to
receive $15.04 in cash without interest and a number of shares equal to 0.2381
of Monarch Community Bancorp, Inc. common stock. MCBF will issue a total of
310,951 shares of common stock and pay a total of approximately $19.7 million to
former MSBF stockholders. MCBF will issue the stock consideration out of its
authorized but unissued shares and has received dividends from Monarch Community
Bank and Marshall Savings Bank, F.S.B. to pay the cash consideration. The press
release issued by MCBF announcing the consummation of the merger is attached as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
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(a) The following financial statements of MSBF appearing in
Appendix C of the Proxy Statement/Prospectus contained in
MCBF's Registration Statement on Form S-4 (File No.
333-110694) are incorporated hereby by reference:
Report of Independent Auditors
Consolidated Balance Sheets at June 30, 2003 and 2002
Consolidated Statements of Income for the Years Ended
June 30, 2003 and 2002
Consolidated Statements of Changes in Shareholders' Equity
for the Years Ended June 30, 2003 and 2002
Consolidated Statements of Cash Flows for the Years Ended
June 30, 2003 and 2002
Notes to Consolidated Financial Statements
The following unaudited financial statements of MSBF contained
in MSBF's Form 10-QSB filed on February 13, 2004 are
incorporated hereby by reference:
Condensed Consolidated Balance Sheets
at December 31, 2003 (unaudited)
Condensed Consolidated Statements of Income for the Three and
Six Months Ended December 31, 2003 and 2002 (unaudited)
Condensed Consolidated Statements of Changes in Shareholders'
Equity For the Six Months Ended December 31, 2003
(unaudited)
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended December 31, 2003 and 2002 (unaudited)
Notes to Condensed Consolidated Financial Statements
(unaudited)
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(b) The Unaudited Pro Forma Condensed Combined Consolidated
Balance Sheet as of December 31, 2003 and Unaudited Pro Forma
Condensed Combined Consolidated Statement of Income for the
Year Ended December 31, 2003 are incorporated herein by
reference to Exhibit 99.4
(c) Exhibits: The following exhibits are filed as part of this
report:
Exhibit 2.1 Amended and Restated Agreement and Plan of
Merger, dated September 2, 2003 and Amended and
Restated as of September 24, 2003 by and between
Monarch Community Bancorp, Inc., Monarch
Acquisition Corp. and MSB Financial, Inc.
(Incorporated by reference to MCBF's Current
Report on Form 8-K filed with the Securities and
Exchange Commission on September 26, 2003.)
Exhibit 23.1 Consent of Independent Auditors
Exhibit 99.1 Press release dated April 15, 2004
Exhibit 99.2 MSB Financial, Inc.'s Audited Financial
Statements at and for the year ended June 30,
2003 (incorporated herein by reference to
Appendix C of the Proxy Statement/Prospectus
contained in Monarch Community Bancorp, Inc.'s
Registration Statement on Form S-4
(File No. 333-110694)
Exhibit 99.3 MSB Financial, Inc.'s Unaudited Financial
Statements at and for the six months ended
December 31, 2003 (incorporated herein by
reference to MSB Financial, Inc.'s Quarterly
Report on Form 10-QSB as filed with the SEC on
February 13, 2004 (File No. 0-24898)
Exhibit 99.4 Unaudited Pro Forma Condensed Combined
Consolidated Balance Sheet as of December 31,
2003 and Unaudited Pro Forma Condensed Combined
Consolidated Statement of Income for the Year
Ended December 31, 2003
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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.
Monarch Community Bancorp, Inc.
Dated: April 30, 2004 By: /s/ John R. Schroll
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John R. Schroll
President and Chief Executive Officer