FIRST M&F CORP/MS
8-K, 1999-12-06
STATE COMMERCIAL BANKS
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                       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):
                               November 19, 1999


                             FIRST M&F CORPORATION
                ------------------------------------------------
             (Exact Name of Registrant as specified in its charter)



          MISSISSIPPI                    No. 0-9424         No. 64-0636653
- --------------------------------------   ----------------   ------------------
(State or other jurisdiction of          (Commission        (IRS employer
       incorporation)                    File Number)       Identification No.)


         221 Washington Street
         Kosciusko, Mississippi                                    39090
- -------------------------------------------------         --------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:    (662) 289-5121


                                 Not applicable
                                 --------------
          (Registrant's former address of principal executive offices)

<PAGE>


Item 2. Acquisition or Disposition of Assets.

     Effective  November 19, 1999,  Community Federal Bancorp,  Inc., a Delaware
corporation ("Community Federal"), merged (the "Merger") with and into First M&F
Corporation,  a  Mississippi  corporation  (the  "Registrant"),  pursuant  to an
Agreement and Plan of Merger,  dated as of July 8, 1999 among the Registrant and
Community  Federal (the "Merger  Agreement").  Pursuant to the Merger Agreement,
each share of common stock of Community  Federal was converted into the right to
receive  .2855 shares of common stock of the First M&F and $8.8457 in cash.  The
Merger  Agreement is incorporated by reference to the Current Report on Form 8-K
of the Registrant filed with the Securities and  ExchangeCommission  on July 14,
1999.

     The  Registrant's  Registration  Statement  on Form S-4  (Registration  No.
333-85763),  which  was  declared  effective  by  the  Securities  and  Exchange
Commission  on  September  9, 1999 (the  "Registration  Statement"),  sets forth
certain information regarding the Merger, the Registrant, and Community Federal,
including, but not limited to, the date and manner of the Merger, the nature and
amount of  consideration  paid by the Registrant  therefor,  the method used for
determining  the  amount  of such  consideration,  the  nature  of any  material
relationships  between  Community  Federal and the  Registrant or any officer or
director of the Registrant or any associate of any such officer or director, the
nature of Community Federal's business and the Registrant's  intended use of the
assets acquired in the Merger.

Item 7.  Financial Statements and Exhibits

(a)     Financial Statements of Business Acquired

     The financial statements of Community Federal are incorporated by reference
to the  Registration  Statement  on  Form  S-4 of the  Registrant  (Registration
Statement No. 333-85763). (b) Pro Forma Financial Information

     The  unaudited  pro  forma  combined  condensed  financial  information  is
incorporated  by  reference  to the  Registration  Statement  on Form S-4 of the
Registrant (Registration Statement No. 333-85763). (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  (incorporated  by
               reference to Exhibit 2.1 of the Current  Report on Form 8-K filed
               by Registrant on July 14, 1999 with the  Securities  and Exchange
               Commission)

<PAGE>


                                   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 hereunto duly authorized.

Dated: December 3, 1999

                                    FIRST M&F CORPORATION


                                        By: /s/ Robert C. Thompason, III
                                            ----------------------------------
                                        Name:    Robert C. Thompson, III
                                        Title:   Treasurer

<PAGE>


                                 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  (incorporated  by reference to Exhibit 2.1 of the
     Current  Report on Form 8-K filed by  Registrant  on July 14, 1999 with the
     Securities and Exchange Commission)





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