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): September 15, 1999
INDEPENDENT BANK CORPORATION
(Exact name of Registrant as specified in its charter)
Michigan 0-7818 38-2032782
(State or other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
230 West Main Street, Ionia, Michigan 48846
(Address of Principal Executive Offices) (Zip Code)
(616) 527-9450
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
Effective September 15, 1999, the Registrant, through its wholly owned
subsidiary Independent Bank MSB, acquired Mutual Savings Bank, f.s.b., a federal
savings bank. Mutual Savings Bank, f.s.b. was headquartered in Bay City,
Michigan, with branches in Michigan. The assets of Mutual Savings Bank, f.s.b.
include real property, equipment and other assets which the Registrant intends
to continue to use for the business of banking.
The acquisition was effected pursuant to an Agreement and Plan of
Reorganization dated as of March 24, 1999, by and between the Registrant and
Mutual Savings Bank, f.s.b., and the related Consolidation Agreement dated April
20, 1999, by and among the Registrant, Mutual Savings Bank, f.s.b and
Independent Bank MSB. Pursuant to the Agreement and Plan of Reorganization and
the Consolidation Agreement, Mutual Savings Bank, f.s.b. was consolidated with
and into Independent Bank MSB (the "Merger"). The Effective Time of the Merger
was 11:59 p.m., E.S.T., on September 15, 1999.
Pursuant to the Agreement and Plan of Reorganization and the Consolidation
Agreement, each of the issued and outstanding shares of Mutual Savings Bank,
f.s.b. common stock that were outstanding immediately prior to the effective
time of the Merger were converted into the right to receive 0.8 shares of common
stock of Independent Bank Corporation (the "Conversion Ratio"), with cash in
lieu of fractional shares.
The terms of the Merger and the establishment of the Conversion Ratio were
arrived at as a result of arm's length negotiations between the management of
the Registrant and the management of Mutual Savings Bank, f.s.b. Prior to the
consummation of the Merger, there were no material relationships between the
Registrant and Mutual Savings Bank, f.s.b. (except for the Warrant and Warrant
Purchase Agreement executed contemporaneously with the Agreement and Plan of
Reorganization), or any of their respective affiliates, directors, officers or
associates of any such directors or officers.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. The required financial
statements for Mutual Savings Bank, f.s.b., the business acquired, will be filed
as an amendment to this Form 8-K Report, as soon as practicable and not later
than November 14, 1999.
(b) Pro Forma Financial Information. At the time of this report, it is not
practicable to provide the required pro forma financial information for the
transaction that is the subject of this Report. Such information will be filed
as an amendment to this Form 8-K Report, as soon as practicable and not later
than November 14, 1999.
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(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated as of March 24, 1999,
by and between Independent Bank Corporation and Mutual Savings Bank,
f.s.b., together with the exhibits thereto, incorporated by reference to
Exhibit 2.1 to the Registrant's Registration Statement on Form S-4, as
amended (File No. 333-79679) filed with the Securities Exchange Commission
on or about May 28, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
INDEPENDENT BANK CORPORATION
By /s/ William R. Kohls
William R. Kohls
Chief Financial Officer
Date: September 15, 1999
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EXHIBIT INDEX
Exhibit 2.1 - Agreement and Plan of Reorganization dated as of March 24, 1999,
by and between Independent Bank Corporation and Mutual Savings
Bank, f.s.b., together with the exhibits thereto, incorporated by
reference to Exhibit 2.1 to the Registrant's Registration
Statement on Form S-4, as amended (File No. 333-79679) filed with
the Securities Exchange Commission on or about May 28, 1999.