SC 13G 1 msb13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. One )*

MSB Financial, Inc.

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(Name of Issuer)

Common Stock, Par Value $0.01 per share

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(Title of Class of Securities)

553519 10 9

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(CUSIP Number)

December 31, 2000

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(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).

CUSIP NO. 553519 10 9

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only)
	MSB Financial, Inc. Employee Stock Ownership Plan (the "ESOP").
	IRS I.D. No. 37-1334979

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b) X

3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Not applicable.

NUMBER OF	5	SOLE VOTING POWER
SHARES		43,693
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER

EACH		71,718

REPORTING

PERSON WITH	7	SOLE DISPOSITIVE POWER

		115,411

8		SHARED DISPOSITIVE POWER

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	115,411
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	9.27%
12	TYPE OF REPORTING PERSON
	EP

Page 2 of 8 Pages

CUSIP NO. 553519 10 9

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only)
	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		43,693
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER

EACH		71,718

REPORTING

PERSON WITH	7	SOLE DISPOSITIVE POWER

		115,411

8		SHARED DISPOSITIVE POWER

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	115,411
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	9.27%
12	TYPE OF REPORTING PERSON*
	BK

Page 3 of 8 Pages

ITEM 1(a)	Name of Issuer:
	MSB Financial, Inc. (the "Corporation")
ITEM 1(b)	Address of Issuer's Principal Executive Officers:
	Park and Kalamazoo Avenue, N.E., Marshall, MI 49068
ITEM 2(a)	Names of Persons Filing:
	MSB Financial, Inc. 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:
	Park and Kalamazoo Avenue, N.E., Marshall, MI 49068
	The business address of the Trustee is:
	Broadway at 12th Street, Quincy, Illinois 62301-3566
ITEM 2(c)	Citizenship:
	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: 553519 10 9
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 (15U.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 115,411 shares of Common Stock (9.27% 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 Trustee may be deemed to beneficially own the 115,411 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 is required to vote the shares held by
	the ESOP which have not been allocated to participant accounts in the manner directed
	under the ESOP.
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.
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.

Page 5 of 8 Pages

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.

	MSB FINANCIAL, INC.
Date: February 12, 2001	EMPLOYEE STOCK OWNERSHIP PLAN
	By: /s/ Carmen Walch

		First Bankers Trust Company,
		N.A., as Trustee
		Name: Carmen Walch
		Title: Trust Officer

Date: February 12, 2001	FIRST BANKERS TRUST COMPANY, N.A.
	By: /s/ Marilyn Heinie

		Name: Marilyn Heinie
		Title: Administrative Assistant

Page 7 of 8 Pages

February 12, 2001

MSB Financial, Inc.
Employee Stock Ownership Plan
Park and Kalamazoo Avenue, N.E.
Marshall, MI 49068

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

MSB FINANCIAL, INC.
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