UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MFB CORP.
(Name of Issuer)
Common Stock, without 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)
October 22, 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 [ ].
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 disclosures provided in a prior cover page.
<PAGE>
CUSIP No. 55272D106
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)[X]
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 5,000 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,000 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
5,000 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.3%
14 Type Of Reporting Person*
PN
<PAGE>
Item 1. Security and Issuer.
This is Amendment No. 2 to the Schedule 13D filed by LaSalle/Kross
Partners, Limited Partnership (the "Partnership") on August 9, 1996, relating
to the common stock, without 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. This also constitutes Amendment
No. 1 to the Schedule 13D jointly filed on behalf of the Partnership, Mr.
Richard J. Nelson and Mr. Phillip J. Zwickl (the "Group").
Item 2. Identity and Background.
On October 22, 1996, the Partnership sold 126,700 shares of Common
Stock to the Issuer, and the Group has agreed with the Issuer not to nominate
any candidates for election to the Issuer's Board of Directors and not to
introduce any proposed business at the 1997 Annual Meeting of Stockholders of
the Issuer. Therefor, the Group has ceased to exist, and the Partnership's
ownership of Common Stock has fallen below 5.0% of the outstanding Common Stock
of the Issuer.
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. 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.
Item 5. Interest in Securities of the Issuer.
(a) By virtue of their separate ownership and control over the
general partners of the Partnership, Mr. Nelson and Peter T. Kross are each
deemed to beneficially own all of the 5,000 shares of Common Stock of the
Issuer that the Partnership owns, constituting approximately 0.3% of the issued
and outstanding shares of Common Stock, based on the number of outstanding
shares reported on the Issuer's Form 10-Q Quarterly Report for the period ended
June 30, 1996. Neither Mr. Nelson nor Mr. Kross beneficially owns any shares
of Common Stock personally or otherwise, except for the shares owned by the
Partnership itself.
(b) With respect to the shares described in (a) above, all
decisions regarding voting and disposition of the Partnership's 5,000 shares
are made jointly by the principal executive officers of the two general
partners of the Partnership.
(c) The only transactions in the Common Stock by the Partnership
was the sale of 126,700 shares of Common Stock to the Issuer on October 22,
1996, at a price of $18-3/4 per share. Neither Mr. Nelson, Mr. Zwickl nor Mr.
Kross have had any transactions in the Common Stock for their own accounts
during the past 60 days.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The understandings described in response to this Item in Amendment No.
1 to the Partnership's Schedule 13D have been terminated. In connection with
its agreement to purchase shares from the Partnership, the Issuer has agreed
to appoint a mutually acceptable person to serve as an advisory (non-voting)
member of the Issuer's Board of Directors for at least 12 months.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: October 29, 1996
LaSALLE/KROSS PARTNERS, LIMITED PARTNERSHIP
By: LaSALLE CAPITAL MANAGEMENT, INC.
a General Partner
By: /S/ RICHARD J. NELSON
Richard J. Nelson, President
/S/ RICHARD J. NELSON
Richard J. Nelson
/S/ PHILLIP J. ZWICKL
Phillip J. Zwickl
