<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 2000
REGISTRATION NO. 333-39362
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
BANK MUTUAL CORPORATION
(Exact name of Registrant as specified in its charter)
------------------
<TABLE>
<S><C>
WISCONSIN 6035 39-2004336
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
4949 WEST BROWN DEER ROAD
BROWN DEER, WISCONSIN 53223
(414) 354-1500
(Address, including ZIP Code, and telephone number,
including area code, of Registrant's principal executive offices)
MICHAEL T. CROWLEY, JR.
MUTUAL SAVINGS BANK
4949 WEST BROWN DEER ROAD
BROWN DEER, WISCONSIN 53223
(414) 354-1500
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
------------------
COPIES TO:
KENNETH V. HALLETT KENNETH R. LEHMAN
QUARLES & BRADY LLP LUSE LEHMAN GORMAN POMERENK
411 EAST WISCONSIN AVENUE & SCHICK, A PROFESSIONAL CORPORATION
MILWAUKEE, WISCONSIN 53202 5335 WISCONSIN AVENUE, N.W., SUITE 400
(414) 277-5000 WASHINGTON, D.C. 20015
(202) 274-2000
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this registration statement became
effective.
<PAGE> 2
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), check the following
box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ X ] 333-39362
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
[ ]
<PAGE> 3
This Post-Effective Amendment is filed solely to file additional exhibits to the
registration statement. Exhibit 1.1 is filed new, as the earlier version filed
was a "form of" that agreement. Exhibit 4.2 corrects a typographical error in
section 2.5(g) in an earlier EDGAR filing. In both cases, these documents were
correctly described in the form of prospectus which was previously filed, and
this amendment does not affect disclosure in the prospectus.
PART II
ITEM 26. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See the Exhibit Index following the Signatures page in this
Registration Statement, which Exhibit Index is incorporated herein by reference.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post- Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Brown Deer, State of Wisconsin, on September 19,
BANK MUTUAL CORPORATION (Registrant)
By: /s/ Michael T. Crowley, Jr.
-----------------------------------------------------
Michael T. Crowley, Jr.
Chairman and Chief Executive Officer - designate of
Bank Mutual Corporation
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.*
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Michael T. Crowley, Jr. President and Chief Executive Officer;
-----------------------------------------------------
Michael T. Crowley, Jr. Director
/s/ Eugene H. Maurer, Jr. Senior Vice President and Chief Financial Officer
-----------------------------------------------------
Eugene H. Maurer, Jr. (principal financial officer)
/s/ Marlene M. Scholz Controller (principal accounting officer)
-----------------------------------------------------
Marlene M. Scholz
THOMAS H. BUESTRIN** Director
-----------------------------------------------------
Thomas H. Buestrin
MICHAEL T. CROWLEY, SR.** Director
-----------------------------------------------------
Michael T. Crowley, Sr.
R.W. DWYER, JR.** Director
-----------------------------------------------------
R.W. Dwyer, Jr.
HERBERT W. ISERMANN** Director
-----------------------------------------------------
Herbert W. Isermann
WILLIAM J. MIELKE** Director
-----------------------------------------------------
William J. Mielke
DAVID J. ROLFS** Director
-----------------------------------------------------
David J. Rolfs
</TABLE>
*Each of the above signatures is affixed as of September 19, 2000. Capacities
indicated are with Mutual Savings Bank, which is forming Bank Mutual Corporation
pursuant to the Plan of Reorganization.
** By /s/ Michael T. Crowley, Jr.
---------------------------------------
Michael T. Crowley, Jr., attorney-in-fact
S-1
<PAGE> 5
BANK MUTUAL
("BANK MUTUAL" OR THE "REGISTRANT")
EXHIBIT INDEX
TO
FORM S-1 REGISTRATION STATEMENT
The following exhibits are filed with or incorporated by reference in
this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION INCORPORATED HEREIN PREVIOUSLY FILED
BY REFERENCE TO FILED HEREWITH
<S> <C> <C> <C> <C>
1.1 Agency Agreement between Mutual Savings X
Bank and Ryan Beck dated as of September 8, 2000
1.2(a) Agreement between Mutual Savings Bank and X
Ryan, Beck & Co. executed February 3, 2000
1.2(b) Confirming amendment thereto dated June X
14, 2000
2.1 Plan of Restructuring from Mutual Savings X
Bank to Mutual Holding Company of Mutual
Savings Bank, as amended and restated
July 31, 2000*
2.2 Agreement and Plan of Merger, dated as of X
February 21, 2000, by and among Mutual
Savings Bank, OV Corp. and First Northern
Capital Corporation*
3(i) Charter of Bank Mutual X
3(ii) Bylaws of Bank Mutual X
4.1 Charter of Bank Mutual Exhibit 3(i) above
4.2 Stock Issuance Plan of Mutual Savings, X
as amended and restated July 31, 2000
4.3 Plan of Restructuring Exhibit 2.1 above
5.1 Opinion of Quarles & Brady LLP as to the X
legality of the securities being
registered
8.1 Opinion of Quarles & Brady LLP as to the X
tax consequences of the transaction
10.1 Mutual Savings Benefit Restoration Plan X
10.2 Mutual Savings' Outside Directors' X
Retirement Plan
</TABLE>
EI-1
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION INCORPORATED HEREIN PREVIOUSLY FILED
BY REFERENCE TO FILED HEREWITH
<S> <C> <C> <C> <C>
10.3 Mutual Savings Executive Excess Benefit X
Plan
10.4 Agreement regarding deferred compensation X
Agreement dated May 16, 1988 between
Mutual Savings and Michael T. Crowley, Sr.
10.5(a) Employment Agreement between Mutual X
Savings and Michael T. Crowley Jr.
10.5(b) Amendment thereto dated February 17, 1998 X
10.6(a) Employment Agreement between Mutual X
Savings and Michael T. Crowley, Sr. dated
December 31, 1993
10.6(b) Amendment thereto dated February 17, 1998 X
10.7 Form of Employment Agreements of other X
Mutual Savings executive officers
23.1 Consent of Ernst & Young LLP, Mutual X
Savings' independent accountants
23.2 Consent of Wipfli Ullrich Bertelson LLP, X
First Northern's independent accountants
23.3 Consents of Quarles & Brady LLP Contained in Exhibits
5.1 and 8.1
23.4 Consent of RP Financial, appraiser X
23.5 Consent of Michael Meeuwsen, named as a X
prospective director
23.6 Consent of Ernst & Young LLP, First Contained in Exhibit
Northern's former independent accountants 23.1
24.1 Powers of Attorney On Signatures page
27.1 Financial Data Schedule X
99.1(a) RP Financial Appraisal as of June 9, 2000** X
99.1(b) RP Financial Appraisal Update as of
August 25, 2000** X
99.2 Marketing Materials, including X
Q&A brochure and share order form
</TABLE>
------------------
* Without exhibits or schedules, which will be furnished to the Commission
upon request.
** Portions of this exhibit have been filed via EDGAR. The registrant has
filed the balance of the exhibit in paper form, pursuant to a continuing
hardship request.
EI-2
