-----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, VUbU6RSe1Cwq/HwhR5Wjowx4KQO09pInkPUQ8sOuVcVAgqps3TK47ytPYjQxK3KJ sccEFQzHVaZMLmVJwefDmA== 0000927089-09-000069.txt : 20090218 0000927089-09-000069.hdr.sgml : 20090218 20090218141839 ACCESSION NUMBER: 0000927089-09-000069 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090218 DATE AS OF CHANGE: 20090218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIATER CHARLES J CENTRAL INDEX KEY: 0001247017 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 121 S CHURCH ST CITY: MISHAWAKA STATE: IN ZIP: 46544 SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58415 FILM NUMBER: 09618169 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 SC 13D 1 viater-13d021809.htm viater-13d021809.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549




SCHEDULE 13D

Under the Securities Exchange Act of 1934




MUTUALFIRST FINANCIAL, INC.

(Name of Issuer)


COMMON STOCK

(Title of Class of Securities)


       62845B 104      
(CUSIP Number)


Charles J. Viater
110 E. Charles Street
Muncie Indiana 47305
765-747-2800

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)



July 18, 2008

(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [   ].



The information required on 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).

 
 
 
 

CUSIP NO. 62845B 104

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
(ENTITIES ONLY)

Charles J. Viater


2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   9                      (b)   9


3
SEC USE ONLY


4
SOURCE OF FUNDS

OO


5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            9


6
CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
333,922                                                                                            
8
SHARED VOTING POWER
 
37,418                                                                                            
9
SOLE DISPOSITIVE POWER
 
333,922                                                                                            
10
SHARED DISPOSITIVE POWER
 
37,418                                                                                            



11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

371,340


12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                9


13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.3%


14
TYPE OF REPORTING PERSON

IN



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Item 1.
Security and Issuer

The class of securities is relates to the common stock, $.01 par value ("Common Stock"), of MutualFirst Financial, Inc. (the "Issuer").  The principal executive offices of the Issuer are located at 110 E. Charles Street, Muncie, Indiana, 47305.  This Schedule 13D is being filed to reflect Mr. Viater’s ownership in the Issuer’s shares as a result of the Issuer’s acquisition of MFB Corp., previously headquartered in Mishawaka, Indiana, on July 18, 2008. Mr. Viater filed a Schedule 13D with respect to his ownership of shares in MFB Corp. in 2005.

Item 2.
Identity and Background

(a)-(c)
This statement is filed by Charles J. Viater with respect to the shares of Common Stock beneficially owned by him.  Mr. Viater’s business address is c/o MutualFirst Financial, Inc., 110 E. Charles Street, Muncie, Indiana, 47305.  Mr. Viater is a Director and Senior Vice President of the Issuer and is a Director and Regional President of the Company’s banking subsidiary, MutualBank.

(d)-(e)
During the past five years, Mr. Viater has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the past five years, Mr. Viater has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)
Mr. Viater is a citizen of the United States of America.

Item 3.
Source and Amount of Funds or Other Consideration

Mr. Viater received his shares of Common Stock, including immediately exercisable options for the Common Stock, in connection with the Issuer’s acquisition of MFB Corp.  The terms of that acquisition provided for an exchange of existing shares and options of MFB Corp. for shares and options of the Issuer pursuant to a delineated exchange ratio.  In that exchange, which was effective as of July 18, 2008, Mr. Viater’s existing ownership in shares and options of MFB Corp. was converted into 225,819 shares of Common Stock (including 36,937 in his 401(k) account) and immediately exercisable options for 176,120 shares of Common Stock (31,080 of which have since expired).  In addition, on September 23, 2008, Mr. Viater acquired 481 additional shares of Common Stock in the 401(k) plan when he reinvested dividends he received on the Common Stock.

Item 4.
Purpose of Transaction

All shares and options of MFB Corp. previously owned by Mr. Viater, which were exchanged for shares and options of the Issue in the acquistion, were acquired for personal investment purposes or as part of executive compensation from MFB Corp.  As a director and executive officer of the Issuer and MutualBank, Mr. Viater regularly exercises management control over the Issuer and explores potential actions and transactions that may be advantageous to the Issuer, including, but not limited to, possible mergers, acquisitions, reorganizations and other material changes in the business, corporate structure, management, polices, governing instruments, capitalization, securities and regulatory or reporting obligations of the Issuer.  In the future, Mr. Viater may acquire additional shares in the market and may be awarded additional shares or options of the Issuer as executive compensation.


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Except as noted above, Mr. Viater has no individual plans or proposals that relate to or would result in:

(a)
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)
a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)
any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;

(e)
any material change in the present capitalization or dividend policy of the Issuer;

(f)
any other material change in the Issuer's business or corporate structure;

(g)
changes in the Issuer's articles of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)
any action similar to any of those enumerated above.

Item 5.
Interest in Securities of the Issuer

Mr. Viater beneficially owns 371,340, or 5.3% , of the outstanding shares of Common Stock, including 188,882 shares held directly, over which he has sole voting and investment power; 37,418 shares in a 401(k) plan, over which he has shared voting and investment power with the 401(k) plan trustee; and options for 145,040 shares of Common Stock, over which he will have sole voting and investment power when those shares are acquired.  All of the shares and options of the Issuer beneficially owned by Mr. Viater were acquired more than 60 days before the filing of this Schedule 13D.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

There are no contracts, arrangements, understandings or relationships between Mr. Viater and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits.

Item 7.
Material to be Filed as Exhibits

None

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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.



Date:   February 18, 2009
   /s/ Charles J. Viater 
     
Charles J. Viater
       
       
       
       
       
       
       
       
       




























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