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): August 21, 2007
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:
[X] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR
240.l4a-l2)
[ ] Pre-commencement communications pursuant to Rule l4d-2(b) under the
Exchange Act (17 CFR 240.l4d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.l3e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
IBT Bancorp, Inc. ("IBT"), a Michigan corporation, and Greenville Community
Financial Corporation ("GCFC"), a Michigan corporation, have entered into an
Agreement and Plan of Merger (the "Merger Agreement") dated as of August 21,
2007, whereby GCFC will be merged with and into IBT (the "Merger"). IBT expects
that simultaneously with the consummation of the Merger, Greenville Community
Bank, a wholly-owned subsidiary of GCFC, would be merged with and into Isabella
Bank and Trust, a wholly-owned subsidiary of IBT.
In the Merger, IBT will issue shares of IBT common stock for all
outstanding shares of GCFC, which have been valued at $44.00 per share. The
total consideration value is estimated to be approximately $34,000,000.
The Merger is intended to constitute a reorganization under Section 368(a)
of the Internal Revenue Code of 1986, as amended. The Merger Agreement, which is
filed as Exhibit 2.1 hereto and is incorporated herein by reference, contains
various representations, warranties and covenants of IBT and GCFC and certain
conditions precedent to the Merger. Those conditions include (i) the approval of
the Merger by the shareholders of GCFC, (ii) the receipt of all required
regulatory approvals and (iii) the satisfaction or waiver of certain other
customary closing conditions. The Merger is expected to be completed in the
fourth quarter of 2007.
The foregoing description of the Merger and the Merger Agreement is a
summary and does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement. The Merger Agreement should not be read
alone, but should be read in conjunction with other information regarding IBT
and GCFC, including any proxy statement or prospectus that may be filed in
connection with the Merger, as well as the Forms 10-K, 10-Q and other filings of
IBT with the Securities and Exchange Commission (the "SEC").
Additional Information About This Transaction
IBT intends to file with the SEC a Registration Statement on Form S-4,
which will contain the prospectus of IBT, relating to the shares to be issued in
the Merger and the proxy statement of GCFC relating to a Special Meeting of
Shareholders, at which the Merger Agreement will be considered and voted upon by
GCFC's shareholders, as well as other relevant documents concerning the Merger.
Investors are urged to read the proxy statement-prospectus when it becomes
available and any other relevant documents filed with the SEC because they will
contain important information. Investors will also be able to obtain the Form
S-4 Registration Statement, including the exhibits filed therewith, free of
charge at the website maintained by the SEC at www.sec.gov. In addition,
investors may obtain documents filed with the SEC by IBT free of charge by
requesting them in writing from IBT Bancorp, Inc., 200 East Broadway, Mt.
Pleasant, Michigan, 48858, Attn: Debra Campbell.
Participants in This Transaction
GCFC and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from its shareholders in connection
with the Merger. Information about such directors and executive officers and
their ownership of GCFC common stock will be included in the proxy
statement-prospectus described above. Investors may obtain additional
information regarding the interests of such participants by reading the proxy
statement-prospectus when it becomes available.
ITEM 8.01 OTHER EVENTS
In conjunction with the transaction discussed in Item 1.01 above, IBT and
GCFC issued a joint press release on August 23, 2007 and a letter to their
respective shareholders. The release and letters are included as Exhibit 99.1 to
this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated August 21, 2007
99.1 Joint press release issued August 23, 2007 and accompanying
shareholder letters
SIGNATURE
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.
IBT BANCORP INC.
Dated: August 22, 2007 By: /s/ Dennis P. Angner
------------------------------------
Dennis P. Angner, President and
Chief Executive Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of August 21, 2007, between IBT
Bancorp, Inc. and Greenville Community Financial Corporation
99.1 Joint Press Release dated August 23, 2007 announcing execution of the
Merger Agreement and accompanying shareholder letters