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): February 23,
2009
MUTUAL
FEDERAL BANCORP, INC.
(Exact
name of registrant as specified in its charter)
_____________________________
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Federal
(State
or other jurisdiction of Incorporation)
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000-51876
(Commission
File Number)
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33-1135091
(I.R.S.
Employer Identification No.)
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2212
West Cermak Road
Chicago,
Illinois
(Address
of principal executive offices)
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60608
(Zip
Code)
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Registrant’s
telephone number, including area code
(773) 847-7747
Not
Applicable
(Former
name or former address, if changed since last year)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01.
Other
Events
.
On
February 23, 2009, Mutual Federal Bancorp, Inc. (the “Company”) entered into a
non-binding term sheet agreement that sets forth the material terms of a
proposed investment by the Company in Great American Bank, a
de novo
Illinois state
commercial bank in organization (the “Bank”). Pursuant to the
non-binding terms, the Company proposes to purchase $2 million of common stock
of the Bank. The amount the Company invests may, at its discretion,
be adjusted to ensure that the Company owns 20% of the outstanding stock of the
Bank at the closing of the Bank’s offering. In connection with its
proposed investment, the Company would receive the right to nominate annually
one member to the Bank’s board of directors for so long as it holds at least 10%
of the Bank’s outstanding common stock. The Company also would be
granted certain preemptive purchase and sale rights in order to maintain its
ownership percentage in the Bank.
The terms
of the proposed investment set forth in the term sheet are not binding on either
the Company or the Bank. The term sheet will terminate upon the
earlier of the execution of a definitive stock purchase agreement or
April 24, 2009. Any investment by the Company in the Bank is
subject to, among other things, the Company’s satisfactory completion of its due
diligence review of the Bank; the negotiation and execution of a definitive
stock purchase agreement on terms acceptable to the Company; the approval by the
boards of directors of each of the Company and the Bank of the investment; and
the satisfaction of the closing conditions contained in any definitive stock
purchase agreement, including the receipt of any and all required regulatory
approvals. Accordingly, no assurances can be given that the proposed
investment will occur or that, if entered into, the amount and the terms of the
proposed investment will be similar to the amount and the terms proposed in the
term sheet described above.
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.
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MUTUAL
FEDERAL BANCORP, INC.
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Date:
February 26, 2009
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By:
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/s/Stephen
M. Oksas
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Name:
Stephen M. Oksas
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Title:
President and Chief Executive Officer
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