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EXHIBIT 99.3
OFFICE OF THRIFT SUPERVISION
WASHINGTON, D.C. 20552
CURRENT REPORT
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) MARCH 24, 1999
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MUTUAL SAVINGS BANK, F.S.B., A STOCK COMPANY
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(Exact name of registrant as specified in its charter)
UNITED STATES 00321 38-0861665
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(State or other jurisdiction (OTS Docket Number) (IRS Employer
of incorporation) Identification No.)
623 WASHINGTON AVENUE, BAY CITY, MICHIGAN 48708
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (517) 892-3511
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Page 1 of 7 pages
Exhibit Index is on Page 4
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ITEM 5. OTHER EVENTS
On March 24, 1999, Mutual Savings Bank, f.s.b. , A Stock Company ("MSB") entered
into a definitive agreement with Independent Bank Corporation, a Michigan
corporation ("IBC"), providing for the acquisition of MSB by IBC (the "Merger").
As a result of the Merger, each share of MSB's common stock will be converted
into the right to receive 0.80 shares of common stock of IBC. The Merger is
conditioned upon, among other things, approval by MSB shareholders, IBC
shareholders and the receipt of certain regulatory and governmental approvals.
It is intended that the Merger will be treated as a pooling-of-interests for
accounting and financial reporting purposes. For more information, reference is
made to the Press Release, dated March 24, 1999, issued by MSB and IBC relating
to the Merger, attached as Exhibit 99 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit:
99 IBC and MSB Press Release dated March 24, 1999
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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 thereunto duly authorized.
MUTUAL SAVINGS BANK, F.S.B.
March 26, 1999 By: /s/ Robert N. Shuster
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Date Robert N. Shuster
Title: Chief Executive Officer
(Duly Authorized Officer)
March 26, 1999 By: /s/ Bernard D. Williams
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Date Bernard D. Williams
Title: Senior Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
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EXHIBIT INDEX
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Number Description Sequential Page
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No.
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99 IBC and MSB Press Release dated March 24, 1999....................5
Page 4 of 7 pages
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EXHIBIT 99
NEWS RELEASE
NASDAQ-NMS: IBCP
NASDAQ-NMS: MSBK
FOR RELEASE: 4:00 PM
DATE: MARCH 24, 1999
CONTACTS: INDEPENDENT BANK CORPORATION
MR. WILLIAM KOHLS (616) 527-5820 X1257
MUTUAL SAVINGS BANK, F.S.B.
MR. ROBERT SHUSTER (517) 892-0731
INDEPENDENT BANK CORPORATION AND MUTUAL SAVINGS BANK, F.S.B.
ANNOUNCE MERGER AGREEMENT
MERGER EXPECTED TO BE ACCRETIVE TO INDEPENDENT'S
EARNINGS AND BOOK VALUE PER SHARE
WHILE EXPANDING INDEPENDENT'S CENTRAL MICHIGAN FRANCHISE
Ionia, Michigan -- Mr. Charles Van Loan, President and CEO of
Independent Bank Corporation ("IBC"), and Mr. Robert Shuster, CEO of Mutual
Savings Bank-, f.s.b. ("MSB"), announced today that they have signed a
definitive agreement for the acquisition of MSB by IBC. MSB shareholders will
receive 0.80 shares of IBC common stock for each share of MSB common stock.
Based upon a current market price of IBC common stock of $18.25, the transaction
results in market value of $14.60 for each share of MSB common stock.
This acquisition will significantly expand IBC's community banking
franchise by adding 22 branch offices that complement its existing delivery
system. The combined company will be a leading local provider of financial
services in central Michigan. Under the transaction, IBC will organize a new
state-charter commercial bank headquartered in Bay City, Michigan. MSB will
consolidate with this newly chartered bank and Mr. Shuster will become its
President and CEO.
Mr. Van Loan stated, "This acquisition underscores our focus on
community banking. We have been successful in communities that are similar to
the markets served by MSB. We believe their customer base, lending capacity and
branch network provide tremendous opportunities for the combined company," Mr.
Van Loan continued, "Our analysis anticipates significant opportunities to
enhance the margin and generate additional fees. Based upon this analysis, we
believe the transaction will be accretive to our earnings as well as our book
value."
Mr. Shuster commented, "We're very pleased to be affiliating with IBC.
Our customers and employees will be well-served by the transaction and our
shareholders will benefit as they become owners of one of Michigan's strongest
community banks with very attractive potential in their stock."
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EXHIBIT 99
The transaction is subject to approval by the shareholders of both
companies as well as regulatory agencies and is expected to be completed in the
third quarter of 1999. The merger has been structured as a tax-free exchange and
will be accounted for as a "pooling-of-interests." IBC anticipates
approximately $4.5 million, net of federal income tax, of one-time merger
related charges.
The merger agreement contains a provision which would allow MSB the
right to terminate the planned merger, if Independent's average common stock
price falls below certain pre-determined levels, prior to closing. The merger
agreement also provides IBC with a warrant to purchase 19.99% of MSB shares
under certain specified circumstances.
MSB, with assets of $564 million and deposits of $420 million as of
December 31, 1998, has its headquarters in Bay City, Michigan and provides
banking services through a total of 22 offices. Its common stock trades on the
Nasdaq Stock Market under the symbol MSBK.
IBC had assets totaling more than $1 billion at December 31, 1998. Its
four subsidiary banks operate 71 offices across Michigan's Lower Peninsula. The
company's common stock trades on the Nasdaq Stock Market under the symbol IBCP.
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This release contains certain forward-looking statements regarding
Independent Bank Corporation, Mutual Savings Bank, f.s.b. as well as the
combined company. Such forward-looking statements relate to cost savings,
enhanced revenues, and accretion to reported earnings that may be realized from
the Merger, and certain restructuring charges expected to be incurred in
connection with the Merger. Such forward-looking statements involve certain
risks and uncertainties, including a variety of factors that may cause actual
results to differ materially from the anticipated results or other expectations
expressed in such forward-looking statements.
THE FOLLOWING SUMMARY FINANCIAL DATA IS PART OF THIS PRESS RELEASE.
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EXHIBIT 99
SUMMARY FINANCIAL DATA IBCP MSBK
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BALANCE SHEET (12/31/98)
Total Assets $1,085,258 $564,434
Total Loans 862,345 335,493
Total Deposits 830,514 420,818
Total Equity 69,705 36,136
Tang. Equity / Assets 4.78% 6.40%
Loans / Deposits 103,83% 79.72%
Book Value Per Share $9.44 $8.42
CAPITAL RATIOS
Leverage Ratio 6.23% 6.39%
Tangible Tier 1 / RWA 8.72% 12.56%
Tangible Total Capital / RWA 9.97% 13.17%
MARKET STATISTICS
Stock Price (3/23/99) $18.25 $9.56
F.D. Market Capitalization $135,543 $41,012
Price / 1998 Book 193% 114%
Avg. Daily Trade Volume (LTM) 7,299 9,873
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