BANK MUTUAL CORPORATION (NASDAQ:BKMU) Files An 8-K Completion of Acquisition or Disposition of Assets

BANK MUTUAL CORPORATION (NASDAQ:BKMU) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 3.01 Completion of Acquisition or Disposition of Assets.

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The information set forth or incorporated by reference in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

BKMU notified the Nasdaq Global Select Market (“Nasdaq”) that, at the Effective Time, each share of BKMU’s common stock, $0.01 par value, issued and outstanding immediately prior to the Effective Time was converted into the right to receive the Merger Consideration, and requested that the trading of BKMU’s common stock on the Nasdaq be suspended prior to market open on February 1, 2018. In addition, BKMU requested that Nasdaq file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) to delist BKMU’s shares of common stock from Nasdaq and to deregister BKMU’s Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, trading of BKMU’s common stock on Nasdaq was suspended prior to the opening of trading on February 1, 2018.

Additionally, Associated, as successor-in-interest to BKMU intends to file with the SEC certifications on Form 15 under the Exchange Act, requesting the deregistration of BKMU’s common stock under Section12(g) of the Exchange Act and the suspension of BKMU’s reporting obligations under Section15(d) of the Exchange Act as promptly as practicable. The information set forth or incorporated by reference in the Introductory Note and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.01 Material Modification to Rights of Security Holders.

The information set forth under or incorporated by reference in the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.01 Changes in Control of Registrant.

On February 1, 2018, BKMU was merged with and into Associated to the Merger Agreement, with Associated continuing as the surviving entity.

The information set forth under or incorporated by reference in the Introductory Note, Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, in accordance with the Merger Agreement, all of BKMU’s directors and executive officers ceased serving as directors and executive officers of BKMU. As provided in the Merger Agreement, at the Effective Time, former BKMU director and chairman, Michael T. Crowley, Jr., was appointed as a director of Associated.

to the Merger Agreement, and as described in BKMU’s proxy statement dated September 15, 2017 related to its shareholders’ vote on the Merger, Associated has entered into an employment agreement for an interim period following the Merger with former BKMU officer, Terri M. Pfarr, and a consulting agreement with former BKMU chief executive officer and director, David Baumgarten.

The information set forth or incorporated by reference in the Introductory Note and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.01 Financial Statements and Exhibits.

(d) Exhibits

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EXHIBIT INDEX


About BANK MUTUAL CORPORATION (NASDAQ:BKMU)

Bank Mutual Corporation is a savings and loan holding company. The Company owns Bank Mutual (the Bank), a federally-chartered savings bank. The Company operates through community banking segment. The Bank is engaged in the business of community banking, which includes attracting deposits from and making loans to the general public and private businesses, as well as governmental and non-profit entities. In addition to deposits, the Bank obtains funds through borrowings from the Federal Home Loan Bank (FHLB) of Chicago. These funding sources are used to originate loans, including commercial and industrial loans, multi-family residential loans, non-residential commercial real estate loans, one- to four-family loans, home equity loans and other consumer loans. The Bank also purchases and/or participates in loans from third-party financial institutions and is a seller of residential loans in the secondary market. It also invests in mortgage-related and other investment securities.

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