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Filed by Mutual Savings Bank
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: First Northern Capital Corp.
Commission File No. 000-27982
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News Release For information contact:
February 22, 2000 Mutual Savings Bank
Michael T. Crowley, Jr.
(414) 354-1500 (Ext. 511)
First Northern Capital Corp.
Michael D. Meeuwsen
(920) 437-7101 (Ext. 208)
MUTUAL SAVINGS BANK WILL ACQUIRE FIRST NORTHERN CAPITAL CORP.
Unique Transaction will Allow Two of Wisconsin's
Premier Savings Banks to Combine
Milwaukee, WI - MUTUAL SAVINGS BANK, Milwaukee, WI and FIRST NORTHERN
CAPITAL CORP., Green Bay, WI (NASDAQ:FNGB) today announced that they have signed
a definitive agreement for Mutual to acquire First Northern for an acquisition
price of $15 per share. The transaction will create a financial services company
with $2.6 billion in assets and seventy offices in Wisconsin and Minnesota.
To accomplish the transaction Mutual will reorganize into a mutual
holding company ("MHC") in which Mutual's depositors will hold all of the voting
rights. The MHC in turn will form and own the majority interest in a subsidiary
mid-tier stock holding company ("Mid-Tier HC"). The remaining shares of the
Mid-Tier HC will be offered for sale to Mutual's depositors, pursuant to the
terms of a Plan of Restructuring from Mutual Savings Bank to Mutual Holding
Company, adopted by the Mutual Board of Directors on February 21, 2000, and
issued to First Northern stockholders, along with cash, to pay the acquisition
price. First Northern will merge into the Mid-Tier HC. The MHC will be the
largest savings bank holding company in Wisconsin.
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The MHC and the Mid-Tier HC Boards of Directors will include all of the
current members of the Mutual Board and four members of the First Northern
Board. Michael T. Crowley, Jr. will be the Chief Executive Officer and Michael
D. Meeuwsen the Chief Operating Officer of the Mid-Tier HC.
Mutual Savings Bank and First Northern Savings Bank will remain as
separate banks but become wholly owned subsidiaries of the Mid-Tier HC. Customer
deposits and loans will not be affected by the transaction and all Mutual and
First Northern offices will remain open. Mutual and First Northern believe that
this will be the first acquisition in the country to be accomplished
simultaneously with a mutual holding company formation.
The total value of the acquisition transaction is approximately $133
million. Under the agreement, which has been approved by both parties' Boards of
Directors, at least 40% of the total consideration to First Northern
stockholders will be in the form of stock of the Mid-Tier HC. Mutual may
increase the percentage of stock to up to 70%. The balance will be paid in cash.
First Northern stockholders will be allowed to select all cash, all stock or a
combination of cash and stock, subject to pro ration provisions of the merger
agreement. The transaction will be tax free to First Northern stockholders to
the extent they receive shares of the Mid-Tier HC.
"This combination will significantly expand the geographic scope of
Mutual's profitable and growing Wisconsin and Minnesota franchise," said Michael
T. Crowley, Jr., Mutual's President and CEO. "We are pleased to welcome First
Northern's stockholders, customers and employees to the Mutual organization
while maintaining First Northern as a locally managed community-focused bank,"
he said.
Michael D. Meeuwsen, President and Chief Executive Officer of First
Northern said, "This transaction allows our stockholders to receive an immediate
and substantial return on their investment, while still allowing them to
continue to invest in a much larger, statewide organization. First Northern will
continue operating with the same dedicated employees and officers in our current
bank office locations. We will be able to provide additional products and
services for our valued customers."
The transactions are conditioned upon First Northern stockholder and
Mutual depositor approval, as well as bank regulatory agency approvals and other
customary conditions. Regulatory filings are expected to be made based on first
quarter 2000 financial results for both institutions, and the transactions are
expected to close in the third or fourth quarter of 2000. The definitive
agreement also grants Mutual an option to acquire up to 19.9% of First Northern
shares if the definitive agreement is terminated under certain circumstances and
First Northern proceeds with a different transaction.
Mutual Savings Bank, with approximately $1.8 billion in assets at
December 31, 1999, has fifty offices throughout Wisconsin and one office in
Minnesota.
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First Northern Capital Corp., is traded on the NASDAQ National Market
under the symbol "FNGB". First Northern, with $840 million in assets at December
31, 1999, has nineteen banking offices in northeastern Wisconsin.
First Northern stockholders and other potential investors are urged to
read the proxy statement of First Northern and the prospectus of the Mid-Tier
HC, which will be filed in the future with the Securities and Exchange
Commission, to obtain important additional information. After the documents are
filed, interested persons will be able to obtain them free at the Securities and
Exchange Commission's website at www.sec.gov. When the documents are finalized,
they will be mailed to First Northern stockholders. Copies of the prospectus
will be available free from Mid-Tier HC and copies of the proxy statement will
be available free from First Northern.
The discussions of potential future transactions and the effects of
those transactions in this press release are "forward-looking statements"
intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those anticipated. In particular,
consummation of each of the various announced transactions is subject to a
number of conditions, including those described above. Therefore, as with any
transaction, completion cannot be assured. In addition, First Northern's
periodic filings with the Securities and Exchange Commission discuss a number of
other factors which may affect its future operations. First Northern
stockholders, Mutual depositors and other readers are urged to consider these
factors carefully in evaluating the forward-looking statements. The statements
made herein are only made as of the date of this press release and neither
Mutual nor First Northern undertakes any obligation to publicly update such
statements to reflect subsequent events or circumstances.
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STATEMENT FOR PUBLICATION UPON BOARD APPROVAL OF PLAN OF RESTRUCTURING
NOTICE IS HEREBY GIVEN that, on February 21, 2000, the Board of Directors of
Mutual Savings Bank adopted a Plan of Restructuring under which Mutual will
acquire First Northern Capital Corporation for an acquisition price of $15 per
share. To accomplish the transaction Mutual will reorganize into a mutual
holding company ("Mutual HC") in which Mutual's depositors will hold all of the
voting rights. The Mutual HC in turn will form and own at least 50.1% percent of
a subsidiary mid-tier stock holding company ("Mid Tier HC"). The remaining
shares of the Mid Tier HC will be sold in a subscription offering to Mutual's
depositors and in a community offering and form part of the acquisition price
paid to First Northern shareholders. First Northern will merge into the Mid Tier
HC.
Mutual Savings Bank and First Northern Savings Bank will remain as separate
banks but become wholly owned subsidiaries of the Mid Tier HC. Both banks will
also convert from Wisconsin to federally chartered savings banks.
During the restructuring process, Mutual's normal business of servicing its
customers will continue without interruption under current policies, in Mutual's
existing offices, and by Mutual's present management and staff. Upon the
completion of the restructuring, savings account holders will continue to hold
accounts in Mutual identical in dollar amount, rate of return, and general terms
and with identical FDIC insurance as existed prior to restructuring. Likewise,
borrowers' loans will be unaffected by the restructuring, and the amount, rate,
maturity, security, and other conditions will remain contractually fixed as they
existed prior to the restructuring.
The Plan of Restructuring must be approved by at least a majority of the votes
eligible to be cast by Mutual members at a meeting at which the Plan will be
submitted for their approval. A proxy statement setting forth more detailed
information with respect to the proposed Plan of Restructuring will be sent to
Mutual's members prior to the meeting of the members. The Plan of Restructuring
also is subject to approval by the Office of Thrift Supervision ("OTS") before
such Plan can become effective. Mutual's members will have an opportunity to
file written comments including objections and materials supporting such
objections to the OTS. The Plan of Restructuring is currently available for
inspection at each of Mutual's offices.
Potential investors are urged to read the prospectus of the Mid Tier HC and
First Northern shareholders the First Northern proxy statement, which will be
filed in the future with the Securities and Exchange Commission, because they
will obtain important additional information. After the documents are filed,
interested persons will be able to obtain them free at the Securities and
Exchange Commission's website at www.sec.gov. When the documents are finalized,
copies of the prospectus will be sent to Mutual's depositors and the proxy
statement to
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First Northern shareholders. Copies of the prospectus will also be available
free from Mid Tier HC and copies of the proxy statement will be available free
from First Northern.