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UNITED STATES 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): December 22, 2005
IBT BANCORP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN
(State or other jurisdiction of incorporation)
0-18415 38-2830092
(Commission File Number) (IRS Employer Identification No.)
200 East Broadway, Mt. Pleasant, Michigan 48858
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (989) 772-9471
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 22, 2005 IBT Bancorp, Inc., a bank holding company
headquartered in Mt. Pleasant, Michigan ("IBT") and The Farwell State Savings
Bank ("Farwell") announced that they had entered into an Agreement and Plan of
Merger, dated as of December 22, 2005 (the "Merger Agreement"), which sets forth
the terms and conditions pursuant to which IBT will acquire Farwell (the
"Merger").
The Merger Agreement provides that each share of Farwell common stock
issued and outstanding immediately prior to the effective time of the Merger
shall be converted into the right to receive 3.0382 shares of IBT common stock
plus $29.00 in cash, subject to adjustment under certain circumstances described
in the Merger Agreement.
Consummation of the Merger is subject to a number of customary conditions,
including, but not limited to, (i) the approval of the Merger Agreement by the
shareholders of Farwell and (ii) the receipt of requisite regulatory approvals
of the Merger. The Merger is expected to be completed some time during the
second quarter of 2006.
The Merger Agreement contains certain termination rights for IBT and
Farwell.
For additional information, reference is made to the Merger Agreement
attached as Exhibit 2.1.
ITEM 8.01 OTHER EVENTS.
On December 22, 2005, IBT and Farwell issued a press release announcing
that they had entered into the Merger Agreement.
For additional information, reference is made to the press release dated
December 22, 2005, which is included as Exhibit 99.1 and is incorporated herein
by reference thereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
2.1 Agreement and Plan of Merger, dated December 22, 2005, between IBT
Bancorp, Inc. and the Farwell State Savings Bank.
99.1 Press Release dated December 22, 2005, announcing execution of the
Merger Agreement.
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 22, 2005 IBT BANCORP, INC.
By: /s/ Dennis P. Angner
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Dennis P. Angner, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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Exhibit 2.1 Agreement and Plan of Merger, dated December 22, 2005.
Exhibit 99.1 Press Release dated December 22, 2005.