8-K 1 mont_8k.txt FORM 8-K 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): July 23, 2001 MONTGOMERY FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) INDIANA (State or other jurisdiction of incorporation) 0-29312 35-1962246 (Commission File Number) (IRS Employer Identification No.) 119 East Main Street Crawfordsville, Indiana 47933 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (765) 362-4710 Item 5. Other Events On July 24, 2001, Montgomery Financial Corporation (the "Registrant") and Union Community Bancorp ("UCB") jointly announced the signing of a definitive agreement (the "Agreement") pursuant to which Registrant will be merged with and into UCB (the "Merger"), and Registrant's savings association subsidiary will be merged with and into UCB's savings association subsidiary. The Agreement provides that upon the effective date of the Merger (the "Effective Time"), each shareholder of Registrant will receive either 1.1244 shares of UCB's common stock, without par value ("UCB Common Stock"), or $15.00 in cash for each share of Registrant common stock, $.01 par value per share ("Registrant Common Stock"), owned by such shareholder; provided that the number of shares of UCB Common Stock issued in the Merger must equal .5622 times the number of shares of Registrant Common Stock outstanding immediately prior to the Effective Time of the Merger. There may be pro rata allocations of cash or stock made to Registrant's shareholders to ensure that this requirement is satisfied. Based on the closing price of UCB Common Stock on July 23, 2001 ($13.50), the transaction has an aggregate value of approximately $18.5 million (assuming all outstanding stock options of Registrant are valued at the difference between the merger consideration and the exercise price of the options). The Merger will be accounted for as a purchase and is expected to close in the fourth quarter of 2001. The Agreement has been approved by the boards of directors of Registrant and UCB. However, it is subject to certain other conditions, including the approval of the shareholders of both companies and the approval of regulatory authorities. Pursuant to General Instruction F to Form 8-K, the Agreement concerning the Merger is incorporated herein by reference and is attached hereto as Exhibit 2. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 2 Agreement and Plan of Reorganization among Union Community Bancorp, Union Federal Savings and Loan Association, Montgomery Financial Corporation, and Montgomery Savings, A Federal Association, dated July 23, 2001. 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. By: /s/ J. Lee Walden ----------------------------------------- J. Lee Walden, President Dated: July 24, 2001

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 5, 2001

Indiana	35-1962246
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)

119 East Main Street, Crawfordsville, Indiana	47933
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (765) 362-4710

99.1 Press Release issued June 5, 2001.

Registrant is furnishing to the Securities and Exchange Commission the information about the Registrant attached to this Form 8-K as Exhibit 99.1. The Registrant undertakes no obligation to update this information to reflect subsequently occurring events or circumstances.

The foregoing information does not purport to be complete and is qualified in its entirety by reference to the Exhibit to this Report.

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.

MONTGOMERY FINANCIAL CORPORATION Date: June 7, 2001 By: /s/ J. Lee Walden J. Lee Walden President and Chief Executive Officer

Exhibit No.	Description
99.1	Press Release, dated June 5, 2001

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