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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 1, 1999
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M&F BANCORP, INC. (successor issuer of Mechanics and Farmers Bank)
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(Exact name of registrant as specified in its charter)
North Carolina 56-1980549
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification number)
116 West Parrish Street, Durham, North Carolina 27701-3321
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 919/683-1521
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ITEM 5. OTHER EVENTS.
On September 1, 1999, pursuant to an Agreement of Reorganization and Plan of
Exchange among M&F Bancorp, Inc. and Mechanics and Farmers Bank, Bancorp
acquired all the outstanding stock of the Bank as a result of the reorganization
transaction. Under the terms of the agreement, each one of the existing
outstanding shares of Bank common stock, was exchanged for one of Bancorp's
common shares so that each existing shareholder of the Bank became a shareholder
of Bancorp, owning the same number and percentage of shares in Bancorp as in the
Bank, except for any nominal changes resulting from the elimination of
dissenting shareholders. The shares of Bancorp issued in connection with the
Reorganization were not registered under the Securities Act of 1933, as amended,
in reliance upon the exemption from registration set forth in Section 3(a)(12)
of the Act.
As a result of the transaction described above, Bancorp is the successor issuer
to Mechanics and Farmers Bank, pursuant to Rule 12g-3 promulgated under the
Securities Exchange Act of 1934. The Bank has been subject to the informational
requirements of the Exchange Act and in accordance with Section 12(i) thereof
has timely filed reports and other information with the FDIC. Such reports and
other information filed by the Bank with the FDIC may be inspected and copied
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at the public reference facilities maintained by the FDIC at 550 17th Street,
NW, Washington, DC 20006. The Bank filed under FDIC Certificate No. 12266.
The last report filed by the Bank with the FDIC was the June 30, 1999 10-QSB.
This Form 8-K is being filed by Bancorp as the initial report of Bancorp to the
SEC and as notice that it is the successor issuer to the Bank and thereby
subject to the informational requirements of the Exchange Act, and the rules and
regulations promulgated thereunder, and in accordance therewith files reports
and other information with the Commission. The first regular report to be filed
by Bancorp with the SEC will be the 10-QSB for September 30, 1999.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements - not applicable
(b) Pro forma financial information - not applicable
(c) Exhibit:
99. Agreement of Reorganization and Plan of Exchange
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: September 7, 1999
M&F BANCORP, INC.
By: /s/ Julia W. Taylor
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Julia W. Taylor
Chairman, President and CEO
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EXHIBIT 99
AGREEMENT OF REORGANIZATION AND PLAN OF EXCHANGE
AGREEMENT OF REORGANIZATION AND PLAN OF EXCHANGE dated February 16,
1999 (the "Agreement"), between Mechanics and Farmers Bank, Durham, North
Carolina, a North Carolina commercial bank (the "Bank") and M&F Bancorp, Inc.,
a North Carolina corporation (the "Corporation").
The Boards of Directors of the Bank and the Corporation desire to
establish a holding company structure whereby the Bank will become a
wholly-owned subsidiary of the Corporation. The Boards of Directors of the Bank
and the Corporation have deemed advisable an exchange of shares between the Bank
and the Corporation in order to establish the Bank as a wholly-owned subsidiary
of the Corporation in the manner and upon the terms and conditions herein set
forth.
Accordingly, in consideration of the mutual agreements, covenants,
and provisions herein contained, the Bank and the Corporation hereby agree as
follows:
1. Exchange of Shares. On the Effective Date (as hereinafter
defined), each of the issued and outstanding shares of Common Stock of the
Bank, $5 par value per share (the "Bank Shares"), shall be exchanged for one
share of Common Stock of the Corporation, no par value per share (the
"Corporation Shares"), in a statutory share exchange and reorganization
transaction (the "Reorganization") under the authority of Section 55-11-02 of
the North Carolina Business Corporation Act (the "North Carolina Code"). As a
result of the Reorganization, the Corporation shall become the sole stockholder
of the Bank, and the holders of all of the issued and outstanding Bank Shares,
except stockholders who exercise dissenters' rights, shall become the holders
of all of the issued and outstanding Corporation Shares.
2. Effective Date. The Reorganization shall become effective at the
date and time at which the Articles of Share Exchange are filed with the State
of North Carolina and all other state and federal regulatory approvals have
been obtained unless a later Effective Date is requested.
3. Manner of Exchange. On the Effective Date, each Bank Share issued
and outstanding at the Effective Date shall be deemed to be exchanged for one
Corporation Share in accordance with this Agreement, subject to dissenters'
rights.
4. Rights of Objecting Stockholders. Each holder of Bank Shares who
objects to the Agreement and Reorganization and perfects appraisal rights
pursuant to the provisions of Sections 55-13-01 et seq. of the North Carolina
Code shall be entitled to receive from the Bank in cash the value of such Bank
Shares determined in accordance with provisions of such Sections.
5. Conditions. Consummation of the Reorganization provided for herein
shall, except as may be waived by the Board of Directors of both parties
hereto, whether before or after approval by the shareholders of the Bank, be
subject to the fulfillment of each of the following conditions:
(a) the Board of Governors of the Federal Reserve System shall
have approved an application for the Corporation to become a bank
holding company;
(b) any approvals from the State of North Carolina shall have been
obtained;
(c) the stockholders of the Bank shall have approved this
Agreement by the requisite vote and in the manner required by the
Bank's charter and the North Carolina Code.
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6. Termination and Abandonment. The Agreement may be terminated
without liability to either party hereto and the transactions abandoned at any
time prior to the Effective Date, whether before or after approval by the
stockholders of the Bank:
(a) by the Board of Directors of either the Bank or the
Corporation in the event that the conditions referred to in Section 5
hereof have not been fulfilled or waived on or prior to December 31,
1999;
(b) if the number of shares of capital stock of the Bank voted
against the Agreement and Reorganization or that formally dissented
from the transaction should make consummation of the transaction
contrary to the best interest of the Bank in the sole discretion of
the Board of Directors;
(c) if any action, suit, proceeding or claim has been instituted,
made, pursued, or threatened relating to the proposed Reorganization
which shall make the consummation of the Reorganization inadvisable or
impractical in the sole discretion of the Board of Directors of the
Bank; or
(d) by mutual agreement of the Boards of Directors of the Bank and
the Corporation if for any other reason consummation of the
Reorganization is inadvisable in the opinions of the respective
Boards.
IN WITNESS WHEREOF, the Bank and the Corporation have caused the
Agreement to be duly executed and attested as of the date first above written.
ATTEST: MECHANICS AND FARMERS BANK
/s/Fohliette W. Becote By: /s/Julia W. Taylor
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Fohliette W. Becote, Secretary Julia W. Taylor, Chairman,
President and CEO
ATTEST: M&F BANCORP, INC.
/s/Fohliette W. Becote By: /s/Julia W. Taylor
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Fohliette W. Becote, Secretary Julia W. Taylor, Chairman,
President and CEO
