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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
BANK MUTUAL CORPORATION
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
063748 10 7
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(CUSIP Number)
Michael T. Crowley, Jr.
Mutual Savings Bancorp, MHC
4949 West Brown Deer Road
Milwaukee WI 53223
(414) 354-1500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 1, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 063748 10 7 13D PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Mutual Savings Bancorp, MHC (the "MHC") 39-2004524
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO - The MHC acquired shares of common stock of Bank Mutual Corporation
in a mutual holding company restructuring of Mutual Savings Bank
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
11,193,174
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
11,193,174
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,193,174
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
HC
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2
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Item 1. Security and Issuer.
Name of Issuer and Address of Principal Executive Offices:
Bank Mutual Corporation ("BKMU")
4949 West Brown Deer Road
Milwaukee WI 53223
Security to Which This Statement Relates:
Common Stock, $.01 Par Value ("BKMU Common")
Item 2. Identity and Background.
(a)-(c). This Schedule is filed on behalf of Mutual Savings Bancorp, MHC, a U.S.
chartered mutual holding company (the "MHC"). The MHC's principal business is to
hold the majority of BKMU's shares of common stock. The business address of the
MHC is 4949 West Brown Deer Road, Milwaukee, Wisconsin 53223.
Pursuant to General Instruction C of Schedule 13D, the following information is
being provided with respect to each executive officer and director of the MHC
("Insiders"). See Exhibit A hereto.
(d) and (e). During the last five years, none of the MHC or the Insiders has (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f). All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
BKMU was formed for the purpose of becoming the stock holding company of Mutual
Savings Bank (the "Bank"). Pursuant to a Plan of Restructuring approved by Bank
depositors and the Office of Thrift Supervision ("OTS"), the Bank became a
wholly-owned subsidiary of the MHC. Upon completion of the transactions
contemplated by the Plan, the Bank became a wholly-owned subsidiary of BKMU,
which became a majority-owned subsidiary of the MHC.
Information with respect to conversion of BKMU Common by the Insiders has been
filed with the SEC pursuant to Section 16(a) of the Exchange Act.
Item 4. Purpose of the Transaction.
The shares of Bank Mutual Common were acquired by the MHC in connection
with the regulatory reorganization of the Bank. In the restructuring, the
depositors of the Bank have become the members of the MHC, the MHC has become
the majority shareholder of Bank Mutual, and Bank Mutual has become the sole
shareholder of the Bank. In addition, in a separate but related merger
transaction, Bank Mutual has become sole shareholder of First Northern Savings
Bank. The restructuring was pursued, among other reasons, to permit the Bank
to reorganize into mutual holding company form, to permit the bank to raise
additional capital and to permit the bank to pursue the acquisition of First
Northern.
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Other than the foregoing, the MHC has no plans or proposals which would
result in the acquisition or disposition of BKMU Common Stock or any other
action which is enumerated in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of November 1, 2000, BKMU had outstanding 22,341,665 shares of
BKMU Common. As of such date, the MHC had sold voting and dispositive power with
respect to 11,193,174 shares of BKMU Common. Shares of BKMU Common currently
outstanding which are held by the MHC represent 50.1% of the currently
outstanding shares of BKMU Common.
(c). The MHC received its shares of BKMU Common in the restructuring transaction
contemplated by the Plan on November 1, 2000. Insiders will report their
purchases of BKMU Common in the transactions pursuant to the Plan or shares
acquired in the First Northern merger under Section 16(a) of the Exchange Act.
(d). None.
(e). Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 2, 2000. MUTUAL SAVINGS BANCORP, MHC
By: /s/ Michael T. Crowley, Jr.
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Michael T. Crowley, Jr.,
President and CEO
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EXHIBIT A
<TABLE>
<CAPTION>
Name of Insider Position with Bank Mutual Occupation
--------------- ------------------------- ----------
<S> <C> <C>
Michael T. Crowley, Jr. Chairman and Chief President of the Bank
Executive Officer; Director
Michael D. Meeuwsen President and Chief Chairman of First Northern
Operating Officer; Director Savings
Eugene H. Maurer, Jr. Senior Vice President and Senior Vice President,
Secretary Secretary-Treasurer and
Chief Financial Officer of the
Bank
Rick B. Colberg Chief Financial Officer Senior Vice President and
Chief Financial Officer of
First Northern Savings
Marlene M. Scholz Senior Vice President Senior Vice President-
Controller of the Bank
Michael T. Crowley, Sr. Director Chairman of the Bank
Thomas H. Buestrin Director Real estate investor, property
manager and developer;
President, Buestrin, Allen &
Associates Ltd.
Raymond F. Dwyer, Jr. Director Retired architect
Thomas J. Lopina Director Small business consultant;
Spectrum Solutions, Inc.
William J. Mielke Director Civil Engineer; President of
Ruckert & Mielke Inc.
Herbert W. Isermann Director Retired vice president of
roofing contracting firm
Robert B. Olson Director Vice President of
Manufacturing, Little Rapids
Corporation (specialty paper)
David J. Rolfs Director Retired president of
healthcare firm
J. Gus Swoboda Director Retired senior vice president
of utility company
</TABLE>
