UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
MFB CORP.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
55272D106
(CUSIP Number)
Paul R. Rentenbach
DYKEMA GOSSETT PLLC
400 Renaissance Center
Detroit, Michigan 48243-1668
(313) 568-6973
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 1, 1996
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [X].
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).
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
LaSalle/Kross Partners, Limited Partnership
2 Check The Appropriate Box If A Member of a Group* (a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(E) [ ]
6 Citizenship Or Place of Organization
Delaware
7 Sole Voting Power
Number of 120,700
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 120,700
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
120,700
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
6.1%
14 Type Of Reporting Person*
PN
Item 1. Security and Issuer.
This Statement relates to the Common Stock, no par value (the
"Common Stock"), of MFB Corp.(the "Issuer"). The address of the principal
executive office of the Issuer is 121 South Church Street, Mishawaka,
Indiana 46546.
Item 2. Identity and Background.
This Statement is filed on behalf of LaSalle/Kross Partners, Limited
Partnership, a Delaware limited partnership (the "Partnership"), whose
principal business office is 350 East Michigan, Suite 500, Kalamazoo,
Michigan 49007. The General Partners of the Partnership are LaSalle Capital
Management, Inc., a Michigan corporation owned by Richard J. Nelson and his
wife, Florence Nelson, and Kross Financial, Inc., a Michigan corporation
owned by Peter T. Kross. The executive officers and directors of LaSalle
Capital Management, Inc. are Mr. Nelson, who serves as President and a
Director and his wife, Florence Nelson, who serves as Secretary, Treasurer
and a Director. Mr. Nelson is self-employed as a business consultant, and
his business address is 350 East Michigan, Suite 500, Kalamazoo, Michigan
49007. Mrs. Nelson is a homemaker and is not otherwise employed. Mr. Kross
is the sole Director and the sole executive officer of Kross Financial, Inc.
Mr. Kross is employed as a securities broker/agent and his business address
is 440 East Congress Street, Detroit, Michigan 48226. During the past five
years, neither the Partnership, nor Mr. Nelson, nor Mrs. Nelson nor Mr.
Kross has (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws was issued nor in which there was a finding of any
violation with respect to such laws. Mr. and Mrs. Nelson and Mr. Kross are
citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Partnership purchased the 120,700 shares of Common Stock for
cash in open market purchases which occurred on the following dates and
involved the amounts of consideration shown below:
Price Total
Date Amount Per Share Consideration
- ---- ------ --------- -------------
July 2, 1996 35,000 shs. $14.00 $490,000.00
July 3, 1996 10,000 14.00 140,000.00
July 9, 1996 23,000 14.00 322,000.00
July 11, 1996 5,000 14.00 70,000.00
July 17, 1996 5,000 14.3125 71,562.50
July 17, 1996 20,000 14.375 287,500.00
August 1, 1996 10,000 14.375 143,750.00
August 5, 1996 5,000 14.875 74,375.00
August 6, 1996 5,700 15.0592 85,837.44
August 8, 1996 2,000 15.25 30,500.00
------- -------------
TOTAL 120,700 $1,715,524.94
There have been no purchases of shares of Common Stock of the Issuer by any
of Mr. or Mrs. Nelson or Mr. Kross.
Item 4. Purpose of Transaction.
The primary purpose for the Partnership's purchase of shares of the
Issuer is for investment. The Partnership's stated purpose is to emphasize
investments in the stocks of selected thrifts, banks and savings banks. The
Partnership intends to continue to evaluate the Issuer and its business
prospects and intends to consult with management of the Issuer, other
shareholders of the Issuer's Common Stock or other persons further its
investment objectives. The Partnership may make further purchases of shares
of Common Stock or may dispose of any or all of its shares of Common Stock
at any time. At present, the Partnership has no specific plans or proposals
which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive of Item 4 of Schedule 13D. The
Partnership intends to continue to explore the options available to it. The
Partnership may, at any time or from time to time, review or reconsider its
position with respect to the Issuer and formulate plans with respect to
matters referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Partnership beneficially owns 120,700 shares of Common
Stock, constituting approximately 6.1% of the issued and outstanding shares
of the Common Stock, based on the number of outstanding shares reported in
the Issuer's most recent Quarterly Report on Form 10-Q. Other than the
shares of Common Stock owned by the Partnership, neither General Partner of
the Partnership, nor any director, executive officer or owner of either
General Partner of the Partnership, beneficially owns any shares of Common
Stock of the Issuer's Common Stock.
(b) The Partnership has sole power to vote and dispose of the
shares of Common Stock described in paragraph (a) above.
(c) The only transactions in the Common Stock of the Issuer by
the Partnership during the past 60 days were the purchases described in
response to Item 3 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
August 12, 1996 LaSALLE/KROSS PARTNERS, LIMITED PARTNERSHIP
By: LaSALLE CAPITAL MANAGEMENT, INC.
a General Partner
By: /S/ RICHARD J. NELSON
-----------------------
Richard J. Nelson, President
