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): OCTOBER 10, 2008
MBT FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
MICHIGAN 000-30973 38-3516922
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
102 EAST FRONT STREET, MONROE, MICHIGAN 48161
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (734) 241-3431
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 10, 2008, Monroe Bank & Trust (the "Bank"), the wholly-owned
commercial bank subsidiary of the Registrant, executed a Purchase and Assumption
Agreement (the "Agreement") with the Federal Deposit Insurance Corporation (the
"FDIC") and the FDIC in its capacity as receiver of Main Street Bank,
Northville, Michigan (the "Failed Bank"). The Agreement provides for the Bank's
assumption of all deposit liabilities of the Failed Bank related to its two
Michigan branch offices in exchange for the payment of a premium of 1.0% for all
such deposits. As of October 7, 2008, the Failed Bank had aggregate deposit
liabilities of approximately $86 million.
The Agreement requires that the Bank provide full service banking in the
Failed Bank's trade area and grants the Bank an exclusive option for a period of
ninety (90) days to assume certain leases related to the Failed Bank's Michigan
banking facilities. The Bank also has an option for ninety (90) days to acquire,
at fair market value, all furniture and fixtures previously owned by the Failed
Bank related to the leased facilities.
The only loans being purchased by the Bank in the transaction are those
loans which are specifically secured by deposits being assumed by the Bank
pursuant to the transaction. The FDIC will retain all remaining loans of the
Failed Bank for later disposition, which loans will be administered and serviced
by the Bank for a limited time on behalf of the FDIC.
The Bank has received all bank regulatory authorizations necessary to
consummate the acquisition of the Failed Bank.
The foregoing description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Agreement,
a copy of which is attached as Exhibit 2 to this Form 8-K. A copy of the Bank's
October 10, 2008 press release issued in connection with the execution of the
Agreement is furnished herewith as Exhibit 99.
Forward Looking StatementS
This current report may contain "forward-looking statements" within the
meaning of, and pursuant to, the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements can
generally be identified as such because the context of the statement will
include words such as "believes," "anticipates" or "expects," or words of
similar import. Such forward-looking statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from those
currently anticipated. Forward-looking statements, which are made in good faith,
are based upon numerous assumptions, some of which may be specifically described
with respect to a particular statement. Some of the more important assumptions
include statements about the benefits of the proposed acquisition, including
future financial and operating results, and the Bank's plans, objectives,
expectations and intentions. Additionally, other assumptions include
expectations about overall economic conditions, expectations about the movement
of interest rates, reliance on existing or anticipated changes in laws and
regulations, adverse movements and volatility in debt and equity capital
markets, political conditions and related actions by the United States military,
and expectations about the nature and level of competition and changes in
customer behavior and customer preferences. Because it is uncertain whether
future conditions and events will confirm these assumptions, there is a risk
that future results will differ materially from what is stated in or implied by
such forward-looking statements. The Registrant cautions readers to consider
this risk, and the Bank undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or developments or for any other
reason. For further information regarding the Registrant or the Bank, please
read the Registrant's reports filed with the Securities and Exchange Commission
("SEC"), which are available at www.sec.gov.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits
The following exhibits are furnished herewith:
Number Exhibit
- ------ -------
2 Purchase and Assumption Agreement dated October 10, 2008
99 Press Release dated October 10, 2008
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 authorized.
Dated: October 16, 2008 MBT FINANCIAL CORP.
/s/ H. Douglas Chaffin
----------------------------------------
H. Douglas Chaffin
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------------------------------------------------------
2 Purchase and Assumption Agreement dated October 10, 2008
99 Press Release dated October 10, 2008