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FMFC > SEC Filings for FMFC > Form 8-K on 3-Sep-2013All Recent SEC Filings

Show all filings for FIRST M&F CORP/MS

Form 8-K for FIRST M&F CORP/MS


3-Sep-2013

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;


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

The Company has notified The Nasdaq Global Select Market ("Nasdaq") that at the effective time of the Merger, each share of the Company's common stock, $5.00 par value, issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive 0.6425 of a share of Renasant Corporation common stock, $5.00 par value per share, plus a payment of cash in lieu of fractional shares. The Company requested that Nasdaq file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the "Commission") to delist the Company's shares of common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.
Accordingly, trading of the Company's common stock on Nasdaq was suspended on September 3, 2013.



Item 3.03 Material Modification to Rights of Security Holders.

On September 1, 2013, pursuant to the terms of the Merger Agreement, each share of the Company's common stock was converted into the right to receive 0.6425 of a share of Renasant Corporation common stock, $5.00 par value per share, plus a payment of cash in lieu of fractional shares. As of the effective time of the Merger, holders of the Company's common stock immediately prior to the effective time of the Merger ceased to have any rights as shareholders of the Company, other than the right to receive the Merger consideration.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was included as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission on February 11, 2013 and is incorporated herein by reference.



Item 5.01 Changes in Control of Registrant.

On September 1, 2013, pursuant to the terms of the Merger Agreement, the Company merged with and into Renasant, with Renasant continuing as the surviving corporation.

Simultaneous with the Merger, Merchants and Farmers Bank, a Mississippi banking corporation and wholly owned subsidiary of the Company, merged with and into Renasant Bank, a Mississippi banking corporation and wholly owned subsidiary of Renasant, with Renasant Bank surviving the merger and continuing its corporate existence under the name "Renasant Bank."



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit
  No.                               Description of Exhibit

2.1        Agreement and Plan of Merger, dated as of February 6, 2013, between
           Renasant Corporation and First M&F Corporation (incorporated by
           reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
           filed on February 11, 2013).


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