-----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, Lhw4sjP6/Qz0bCGQx7TcEDfoFm0vjBoOnPN6W5pESBaX/AjMsM3E33DHEZ2FQKCZ 4kngy0qQET2bEhGLiVOusg== 0000927089-08-000250.txt : 20080627 0000927089-08-000250.hdr.sgml : 20080627 20080627170250 ACCESSION NUMBER: 0000927089-08-000250 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080627 DATE AS OF CHANGE: 20080627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MFB CORP CENTRAL INDEX KEY: 0000916396 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351907258 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12279 FILM NUMBER: 08923365 BUSINESS ADDRESS: STREET 1: 4100 EDISON LAKES PARKWAY SUITE 300 CITY: MISHAWAKA STATE: IN ZIP: 46545 BUSINESS PHONE: 5742737603 MAIL ADDRESS: STREET 1: 4100 EDISON LAKES PARKWAY SUITE 300 STREET 2: P.O. BOX 528 CITY: MISHAWAKA STATE: IN ZIP: 46546 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MUTUALFIRST FINANCIAL INC CENTRAL INDEX KEY: 0001094810 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 371392810 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 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 FORMER COMPANY: FORMER CONFORMED NAME: MFS FINANCIAL INC DATE OF NAME CHANGE: 19990910 425 1 mf8k0627.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 27, 2008              

MUTUALFIRST FINANCIAL, INC.
(Exact name of registrant as specified in its chapter)

Maryland
(State or other jurisdiction
of incorporation
000-27905
(Commission
File Number)
35-2085640
(IRS Employer
Identification No.)

110 E. Charles Street, Muncie, Indiana
(Address of principal executive offices)
47305-2419
(Zip Code)

Registrant's telephone number, including area code                      (765) 747-2800              

Not Applicable
(Former name or former address, if changed since last report)


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:

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 8.01.  Other Events

         On June 27, 2008, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference announcing that the Company had received regulatory approval of the Company's pending merger with MFB Corp.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated June 27, 2008 regarding regulatory approval of pending merger.


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2
 
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 thereunto duly authorized.




MUTUALFIRST FINANCIAL, INC.
Date: June 27, 2008By:   /s/ David W. Heeter
       David W. Heeter
       President and Chief Executive Officer




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EXHIBIT INDEX



Exhibit Number
Description
99.1Press Release, dated June 27, 2008 regarding regulatory approval of pending merger.


























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EX-99.1 2 mfex990627a.htm

EXHIBIT 99.1

PRESS RELEASE

Date:  June 27, 2008 
   
From:  MutualFirst Financial, Inc. 
   
For Publication:  Immediate 
   
Contact:  David W. Heeter
(765) 747-2880

MutualFirst Financial Announces Regulatory Approval of Plan to Acquire MFB Corp.

Muncie, Indiana - June 27, 2008 - David Heeter, President and Chief Executive Officer of MutualFirst Financial, Inc. (NASDAQ: MFSF), announced today that MutualFirst Financial had received approval from the Office of Thrift Supervision to merge MFB Corp. (NASDAQ: MFBC) with MutualFirst Financial. The merger is subject to a 15 calendar-day waiting period.

As previously announced, the requisite stockholder approvals were received by both companies on June 11, 2008. The deadline for merger consideration elections is July 11, 2008. Materials regarding merger consideration elections were mailed to MFB stockholders beginning on or about June 6, 2008. With the stockholders' and regulatory approvals in hand, the acquisition is expected to close in mid-July 2008.

"We are excited about the opportunities this partnership provides," said Mr. Heeter. "This merger enhances our franchise in the state of Indiana by expanding geographically, increasing the products and services we offer, and brings us talented bankers."

Charles J. Viater, President and CEO of MFB Corp. stated, "The merger will allow us the opportunity to be a force in the state by serving a larger market area, with larger lending limits and leveraging our Trust and Wealth Management operations."

MFB Financial, headquartered in Mishawaka, IN, is a diversified financial institution, currently operating fourteen offices in Saint Joseph, Elkhart and Hamilton counties in Indiana and a Loan Origination office in New Buffalo, Michigan. With $510 million in assets, the institution offers a broad range of retail and commercial financial products and services, and manages over $400 million in wealth management assets.

The two organizations will form a financial institution of nearly $1.5 billion in assets serving customers through thirty-two banking offices in eight counties in Indiana. With aggregate deposits of more than $1.0 billion, the combined institution's market share will rank among the top twenty financial institutions conducting business in the state of Indiana, with combined stockholders' equity exceeding $131 million and a market capitalization nearing $100 million.

MutualFirst Financial, Inc. is the holding company for Mutual Federal Savings Bank. The Bank was chartered in 1889, and offers financial services through the Internet and a network of twenty-two banking offices located in Delaware, Elkhart, Grant, Kosciusko, Randolph and Wabash Counties in Northeastern Indiana.

Forward-Looking Statements:
Statements contained in this release, which are not historical facts, are forward-looking statements, as that term is defined in the Private Securities Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by MutualFirst Financial, Inc. ("MutualFirst") with the Securities and Exchange Commission from time to time.

Additional Information:
MutualFirst has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the "SEC"), which was declared effective by the SEC, in connection with the proposed merger of MFB Corp. ("MFB") with and into MutualFirst Acquisition Corp., a wholly owned subsidiary of MutualFirst. The registration statement includes a joint proxy statement of MutualFirst and MFB that also constitutes a prospectus of MutualFirst (the "joint proxy statement/prospectus"), which has been sent to the stockholders of MutualFirst and MFB. Stockholders are advised to read the joint proxy statement/prospectus, which is contained within the amended Registration Statement on Form S-4 filed by MutualFirst with the SEC on April 25, 2008, because it contains important information about MutualFirst, MFB and the proposed transaction. The joint proxy statement/prospectus, and other documents relating to the merger filed by MutualFirst and MFB, can be obtained free of charge from the SEC's website at www.sec.gov.   These documents also can be obtained free of charge by accessing MutualFirst's website at www.mfsbank.com. Alternatively, these documents can be obtained free of charge from MutualFirst upon written request to MutualFirst Financial, Inc., Secretary, 110 E. Charles St., Muncie, Indiana 47305 or by calling (765) 747-2800, or from MFB, upon written request to MFB Corp., Secretary, 4100 Edison Lakes Parkway, Mishawaka, Indiana 46545 or by calling (574) 277-4200.

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