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): June 7, 2000
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MUTUAL FIRST FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
Maryland 000-27905 35-2085640
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
110 E. Charles Street, Muncie, Indiana 47305-2400
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (765) 747-2800
MFS FINANCIAL, INC.
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
On June 7, 2000, the board of directors of Mutual First Financial, Inc.
("Mutual First"), the holding company for Mutual Federal Savings Bank (the
"Bank"), and Marion Capital Holdings, Inc. ("'Marion"), the holding company for
First Federal Savings Bank of Marion, entered into a definitive agreement (the
"Merger Agreement") to combine in a strategic alliance (the "Merger"). The
Merger Agreement calls for a tax-free exchange of each outstanding share of
Marion common stock for 1.862 shares of Mutual First common stock, with cash
paid in lieu of fractional shares. In addition, pursuant to the Merger
Agreement, First Federal Savings Bank of Marion will merge with and into Mutual
Federal Savings Bank.
The Merger will be accounted for as a purchase and is expected to close in
the fourth quarter of 2000. The Merger Agreement has been approved by the boards
of directors of both companies. However, it is subject to certain other
conditions, including the approval of the shareholders of both companies and the
approval of regulatory authorities.
The foregoing information does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement filed as an exhibit hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
The Exhibit listed on the accompanying Exhibit Index is filed as part of
this Report and is incorporated herein by reference.
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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 FIRST FINANCIAL, INC.
June 8, 2000 By: /s/ R. Donn Roberts
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R. Donn Roberts
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of June 7, 2000, between Marion
Capital Holdings, Inc. and Mutual First Financial, Inc.
