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
-------------
MARION CAPITAL HOLDINGS, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Indiana 0-21108 35-1872393
--------------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
100 West Third Street, P.O. Box 367, Marion, Indiana 46952
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (765) 664-0556
--------------
<PAGE>
Item 5. Other Events
On June 7, 2000, the boards of directors of Marion Capital Holdings,
Inc. ("Registrant"), the holding company for First Federal Savings Bank of
Marion (the "Bank"), and Mutual First Financial, Inc. ("Mutual First"), the
holding company for Mutual Federal Savings Bank. based in Muncie, Indiana,
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 Registrant 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.
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.
MARION CAPITAL HOLDINGS, INC.
June 8, 2000 By: /s/ Steven L. Banks
--------------------------------
Steven L. Banks, President and
Chief Executive Officer
<PAGE>
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.
