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
July 8, 1999
(Date of earliest event reported)
Community Federal Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-27030 64-0869537
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
NO)
incorporation)
333 Court Street, Tupelo Mississippi 38802
(Address of principal executive offices) (Zip Code)
662-842-3981
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On July 8, 1999, Community Federal Bancorp, Inc.
("Community Federal") entered into an Agreement and Plan of
Merger (the"Merger Agreement") amount First M&F Corporation
("First M&F"), Community Federal, Merchants & Farmers Bank, a
wholly owned subsidiary of First M&F , and Community Federal
Bank, a wholly owned subsidiary of Community Federal, for a
merger of Community federal with and into First M&F (the
"Proposed Merger"). Upon consummation of the Proposed Merger,
each outstanding share of common stock of Community Federal,
except for Shares held by persons exercising statutory appraisal
rights, will be converted into .2855 shares of common stock of
First M&F, and $8.8457 in cash. Pursuant to the Merger
Agreement, the consideration is subject to adjustment under
certain circumstances.
In connection with the Merger Agreement, First M&F and
Community Federal have also entered into a stock option
agreement, dated July 8, 1999. Pursuant to the stock option
agreement, Community Federal granted to First M&F an irrevocable
offer to purchase, under certain circumstances, up to 19.9% of
the outstanding shares of Community Federal common stock.
This current report on Form 8-K contains certain forward
looking statements, including statements concerning shareholder
value and revenue options. These forward looking statements
involve certain risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated by
such forward looking statements include, among others, the
following possibilities; (1) expected cost savings from the
Proposed Merger cannon be fully realized or realized within the
expected time frame; (2) cost or difficulties related to the
integration of the businesses are greater than expected; (3)
revenues following the Proposed Merger are lower than expected;
(4) competitive pressure among depository institutions increases
significantly; (5) changes in the interest rate environment
reduce interest margins; (6) general economic conditions, either
nationally or in Mississippi, are less favorable than expected;
or (7) legislation or regulatory changes adversely effect the
businesses in which the combined company would be engaged.
Item 7. Financial Statements, and Exhibits.
(C) Exhibits
2.1 Agreement and Plan of Merger dated as of July 8, 1999,
among First M&F Corporation, Community Federal Bancorp, Inc.,
Merchants & Farmers Bank, and Community Federal Bank. 1/
10.1 Stock Option Agreement dated as of July 8, 1999 between
First M&F Corporation and Community Federal Bancorp, Inc. 1/
99.1 Press Release dated July 8, 1999, announcing the
Proposed Merger
1/ Incorporated by reference from the Current Report Form 8-K
filed by First M&F Corporation with Securities and Exchange
Commission on July 14, 1999.
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 therunto duly authorized.
Date: July 14, 1999 COMMUNITY FEDERAL BANCORP, INC.
By: (s) Jim Ingram
Jim Ingram,
Chief Executive Officer
BY: (s) Sherry McCarty
Sherry McCarty, Vice President and
Chief Financial Officer
Exhibit Index
2.1 Agreement and Plan of Merger dated as of July 8, 1999, among
First M&F Corporation, Community Federal Bancorp, Inc.,
Merchants & Farmers Bank, and Community Federal Bank. 1/
10.1 Stock Option Agreement dated as of July 8, 1999 between
First M&F Corporation and Community Federal Bancorp, Inc. 1/
99.1 Press Release dated July 8, 1999, announcing the Proposed Merger.
1/ Incorporated by reference from the Current Report Form 8-K
filed by First M&F Corporation with the Securities and Exchange
Commission on July 14, 1999.
Exhibit 99.1
COMMUNITY FEDERAL BANCORP, INC.
Tupelo, MS
CONTACT : H. Lewis Whitfield
President
(662) 842-3981
or Sherry McCarty
Chief Financial Officer
(662) 840-0302
July 8, 1999
FOR IMMEDIATE RELEASE
First M&F Corp., Community Federal Bancorp signs definitive
agreement
TUPELO, MS - (NASDAQ: CFTP) - Community Federal Bancorp, Inc. and
First M&F Corp, (NASDAQ: FMFC) of Kosciusko, MS, jointly
announced today that they have signed a definitive agreement for
First M&F Corp. to acquire Community Federal Bancorp, and its
subsidiary, Community Federal Bank. This announcement was made
by First M&F Corp. Chairman and CEO Hugh S. Potts, Jr., Community
Federal Bancorp Chairman Medford M. Leake, and Community Federal
CEO Jim Ingram.
Community Federal Bancorp had approximately $305 million in total
assets, $144 million in loans, $152 million in deposits and $59
million in stockholders' equity at March 31, 1999. Community
Federal has three offices serving the Tupelo market.
Under the terms of the Agreement, First M&F will issue .2855
share of its common stock (subject to adjustment under certain
circumstances) plus $8.8457 of cash for each share of Community
Federal common stock. At yesterday's closing price of $33.00
each share of Community Federal common stock would receive stock
and cash with a combined value of $18.27. The transaction, which
will be accounted for as a purchase, should be a tax-free
exchange relative to the stock received and is subject to the
approval of the stockholders of First M&F Corp. and Community
Federal and regulatory authorities.
First M&F Corp.'s board of directors authorized the purchase in
the open market of approximately 218,000 shares to be exchanged
as part of this acquisition. Additionally, the Board authorized
the purchase of up to 264,000 shares over the next 24 months. The
repurchases are expected to begin within the next 30 days.
Potts said that the merger is a strategic move that positions
First M&F in one of the strongest and fastest growing markets in
Mississippi.
"Community Federal is a well run bank," Potts said. "Our entry
into the Tupelo market is exciting and filled with challenges and
opportunities. I believe that this is an excellent and rewarding
way to deploy our capital and enhance our community banking
franchise.
Initially, we expect to have some earnings dilution due to the
goodwill amortization. However, we expect this transaction to
enhance shareholder value through the expansion and new revenue
options that we acquire. We are grateful for an opportunity such
as this to build from a solid base in one of America's great
communities. Our building a better community and state will
certainly be reflected in the value of First M & F Corporation."
"I think that we can all be proud of the franchise that the
Community Federal team has built." Leake said. "The opportunity
to partner with First M&F allows us to maintain our community
bank philosophy and enhance our lines of banking products."
Community Federal CEO Jim Ingram said that the two banks have a
similar hometown, people-oriented culture.
"We were strongly attracted to a merger with M&F for several
reasons," Ingram said. "First , M&F made us a solid offer, which
will not only provide substantial cash for our shareholders but
also will give our stockholders approximately 25% ownership in a
successful billion-dollar Mississippi bank. Second, M&F believes
in operating as group of community banks - not as a bureaucracy.
Third, M&F can provide our customers with much broader and deeper
banking services, including debit and credit cards, cash
management services, insurance products, trust services and
computer banking for those who want it. Finally, we anticipate
having no staff reductions. We are impressed with the fact that
M&F operates under a family and community concept."
First M&F Corp., parent of Merchants & Farmers Bank, is a $735
million bank holding company with banking locations throughout
Central and North Mississippi.
