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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): May 2, 2006
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 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 May 2, 2006, Farmers State Bank of Breckenridge, a Michigan chartered
commercial bank ("Farmers"), The Farwell State Savings Bank, a Michigan
chartered commercial bank ("FSSB") and IBT Bancorp, Inc., a Michigan financial
services holding company and parent company of Farmers ("IBT"), entered into an
Amended and Restated Agreement and Plan of Merger, dated as of May 2, 2006 (the
"Restated Agreement"), which amends and restates the parties' Merger Agreement
dated December 22, 2005. The original Merger Agreement was included as Exhibit
2.1 to the Form 8-K filed by IBT on December 23, 2005.
Under the terms of the Restated Agreement, Farmers shall acquire FSSB
pursuant to the merger of FSSB with and into Farmers.
Consummation of the merger is subject to a number of customary conditions,
including, but not limited to, (i) the approval of the Restated 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 third
quarter of 2006.
For additional information, reference is made to the Restated Agreement
attached as Exhibit 2.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
2.1 Amended and Restated Agreement and Plan of Merger, dated May 2, 2006,
among Farmers State Bank of Breckenridge, The Farwell State Savings
Bank and IBT Bancorp, Inc.
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: May 4, 2006 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 Amended and Restated Agreement and Plan of Merger, dated
May 2, 2006.