-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NQGMBJlfUVXrKyDi043wbKUTWmiYSxItr5hSiPpVJYoq+0jRQTAdeXaMlXSp5BCU MvFfqbyqFm7ttwMcyAhMvA== 0000927089-00-000055.txt : 20000215 0000927089-00-000055.hdr.sgml : 20000215 ACCESSION NUMBER: 0000927089-00-000055 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MFS FINANCIAL INC CENTRAL INDEX KEY: 0001094810 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 371392810 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58415 FILM NUMBER: 544160 BUSINESS ADDRESS: STREET 1: 110 E CHARLES STREET CITY: MUNCIE STATE: IN ZIP: 47305 BUSINESS PHONE: 7657472800 MAIL ADDRESS: STREET 1: 110 E CHARLES STREET CITY: MUNCIE STATE: IN ZIP: 47305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANKERS TRUST CO NA CENTRAL INDEX KEY: 0000941473 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 370622729 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1201 BROADWAY CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172288064 MAIL ADDRESS: STREET 1: 1201 BROADWAY CITY: QUINCY STATE: IL ZIP: 62301 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* --- MFS Financial, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, Par Value $0.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 55273L 10 7 - ------------------------------------------------------------------------------ (CUSIP Number) December 31, 1999 - ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 Pages CUSIP NO. 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only) Mutual Federal Savings Bank Employee Stock Ownership Plan IRS I.D. No. 37-1392810 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION The Plan trust was formed under the laws of the State of Indiana. NUMBER OF 5 SOLE VOTING POWER SHARES 465,568 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 465,568 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 465,568 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.0% 12 TYPE OF REPORTING PERSON EP Page 2 of 8 Pages CUSIP NO. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON First Bankers Trust Company, N.A. IRS I.D. No. 37-0622729 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 465,568 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 465,568 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 465,568 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.0% 12 TYPE OF REPORTING PERSON* BK Page 3 of 8 Pages ITEM 1(a) Name of Issuer: -------------- MFS Financial, Inc. (the "Corporation") ITEM 1(b) Address of Issuer's Principal Executive Officers: ------------------------------------------------- 110 E. Charles Street Muncie, Indiana 47305-2400 ITEM 2(a) Names of Persons Filing: ------------------------ Mutual Federal Savings Bank Employee Stock Ownership Plan (the "ESOP"). First Bankers Trust Company, N.A. (the "Trustee"), the trustee of the ESOP. The Trustee may also be deemed to beneficially own the shares held by the ESOP. ITEM 2(b) Address of Principal Business Office: ------------------------------------- The business address of the ESOP is: c/o MFS Financial, Inc. 110 E. Charles Street Muncie, Indiana 47305-2400 The business address of the Trustee is: First Bankers Trust Co., N.A. Broadway at 12th Street Quincy, Illinois 62301-3566 ITEM 2(c) Citizenship: ------------ The ESOP trust was formed under the laws of the State of Indiana. The Trustee is a national bank organized under the laws of the United States. ITEM 2(d) Title of Class of Securities: ----------------------------- Common stock, par value $.01 per share (the "Common Stock"). ITEM 2(e) CUSIP Number: 55273l 10 7 ITEM 3 If this statement is filed pursuant to Section 240.13d-1(b)or 240.13d-2(b) or (c), check whether the person filing is: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [X] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Page 4 of 8 Pages ITEM 4 Ownership: ---------- The ESOP holds an aggregate of 465,568 shares of Common Stock (8.0% of the outstanding shares). The ESOP has sole voting and dispositive power with respect to shares held by it which have not been allocated to participant accounts. The effective date of the first allocation under the ESOP is December 31, 1999. As of the time of this filing, the number of shares allocated to participant accounts as of December 31, 1999 had not been determined. The Trustee may be deemed to beneficially own the 465,568 shares held by the ESOP. However, the Trustee expressly disclaims beneficial ownership of all of such shares. Other than the shares held by the ESOP, the Trustee does not beneficially own any shares of Common Stock. Pursuant to the ESOP, participants in the ESOP are entitled to instruct the Trustee as to the voting of the shares allocated to their ESOP accounts. On each issue with respect to which shareholders are entitled to vote, the Trustee must vote the shares held by the ESOP which have not been allocated to participant accounts in the same proportion as the participants who directed the Trustee as to the voting of the shares allocated to their accounts. ITEM 5. Ownership of Five Percent or Less of a Class: --------------------------------------------- Not Applicable. ITEM 6. Ownership of More Than Five Percent on Behalf of ------------------------------------------------ Another Person: --------------- Not Applicable. Page 5 of 8 Pages ITEM 7 Identification and Classification of the Subsidiary ---------------------------------------------------- Which Acquired the Security Being Reported on by the ---------------------------------------------------- Parent Holding Company: ----------------------- Not Applicable. ITEM 8 Identification and Classification of Members of the ---------------------------------------------------- Group: ------ Not Applicable. ITEM 9 Notice of Dissolution of Group: ------------------------------- Not Applicable. ITEM 10 Certifications -------------- By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 6 of 8 Pages Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MUTUAL FEDERAL SAVINGS BANK Date: February 14, 2000 EMPLOYEE STOCK OWNERSHIP PLAN ----------------- By: /s/ Carmen Walch ------------------------------- First Bankers Trust Company, N.A., as Trustee Name: Carmen Walch Title: Trust Officer Date: February 14, 2000 FIRST BANKERS TRUST COMPANY, N.A. ----------------- By: /s/ Marilyn Heinie ------------------------------- Name: Marilyn Heinie Title: Administrative Assistant Page 7 of 8 Pages February 14, 2000 Mutual Federal Savings Bank Employee Stock Ownership Plan 110 E. Charles Street Muncie, Indiana 47305 Dear Sir/Madam: This letter hereby confirms the agreement and understanding between you and the undersigned that the Schedule 13G being filed with the Securities and Exchange Commission on or about this date is being filed on behalf of each of us. Sincerely, FIRST BANKERS TRUST COMPANY, N.A. By: /s/ Marilyn Heinie --------------------------------- Name: Marilyn Heinie Title: Administrative Assistant MUTUAL FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN By: /s/ Carmen Walch --------------------------------- First Bankers Trust Company, N.A., as Trustee Name: Carmen Walch Title: Trust Officer Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----