UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
September 23, 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 [ ].
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)[X]
(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 131,700 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 131,700 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
134,707 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
6.8%
14 Type Of Reporting Person*
PN
<PAGE>
CUSIP No. 55272D106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Phillip J. Zwickl
2 Check The Appropriate Box If A Member of a Group* (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 3,007 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,007 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
134,707 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
6.8%
14 Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 55272D106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Richard J. Nelson
2 Check The Appropriate Box If A Member of a Group* (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: N/A
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
134,707 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
6.8%
14 Type Of Reporting Person*
IN
<PAGE>
Item 1. Security and Issuer.
This is Amendment No. 1 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 an
initial Schedule 13D jointly filed on behalf of the Partnership, Mr. Richard
J. Nelson and Mr. Phillip J. Zwickl (the "Group"). The joint filing agreement
of the members of the Group is filed herewith as Exhibit 1.
Item 2. Identity and Background.
The identity and background of the Partnership and Mr. Nelson are
described in Item 1 to its initial Schedule 13D, filed August 9, 1996, and are
incorporated herein by reference.
Phillip J. Zwickl, a citizen of the United States of America, is the
Postmaster of Mishawaka, Indiana, and resides at 711 West 14th Street,
Mishawaka, Indiana. During the past five years, Mr. Zwickl has not (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.
Item 3. Source and Amount of Funds or Other Consideration.
The Partnership has a margin account with subsidiaries of The Bear
Stearns Companies Inc. ("Bear Stearns"), and has used the proceeds from loans
made to it by Bear Stearns to purchase the shares of Common Stock that it
presently owns. All of the marginable securities owned by the Partnership and
held in its brokerage account at Bear Stearns are pledged as collateral for the
repayment of margin loans made to the Partnership by Bear Stearns. Since
August 9, 1996, the Partnership has purchased an additional 11,000 shares of
Common Stock in open market transactions on August 21, 1996 (3,000 shares at
$15.625 per share), August 26, 1996 (500 shares at $15.75 per share), September
19, 1996 (2,500 shares at $16.50 per share) and September 23, 1996 (5,000
shares at $17.25 per share). A copy of the Partnership's margin account
agreement with Bear Stearns is attached hereto as Exhibit 2 and incorporated
herein by reference.
Mr. Zwickl's daughter acquired 3,007 shares of Common Stock on or
about March 24, 1994, at the time of the initial offering of the Issuer's
shares in connection with the conversion of its subsidiary, Mishawaka Federal
Savings, from the mutual to the stock form of ownership. All such shares were
acquired at the price of $10.00 per share, and the source of monies for such
purchase was Mr. Zwickl's daughter's personal funds. Mr. Zwickl acts as his
daughter's financial advisor, and in such capacity he exercises voting and
dispositive powers with respect to such shares of Common Stock.
<PAGE>
Item 4. Purpose of Transaction.
The primary purpose for the Group'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
Group 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
Group 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, and except
as described hereafter in this Item 4, the Group 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 Group
intends to continue to explore the options available to it. The Group 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.
On September 23, 1996, the Partnership delivered to the Issuer, in
accordance with the Bylaws of the Issuer, a notice of intention to nominate two
persons for election as directors of the Issuer at the Annual Meeting of
Shareholders of the Issuer to be held on January 21, 1997 (the "1997 Annual
Meeting"). The persons that the Partnership intends to nominate at the 1997
Annual Meeting are Phillip J. Zwickl and Richard J. Nelson. A copy of such
Notice of Intent to Nominate Two Directors, which contains biographical and
other information required by the Bylaws of the Issuer, is attached hereto as
Exhibit 3 and incorporated herein by reference.
On September 17, 1996, the Partnership wrote to Mr. Charles J. Viater,
President and Chief Executive Officer of the Issuer, and requested Mr. Viater
to present to the Board of Directors of the Issuer, at its next monthly
meeting, proposed amendments to the Bylaws of the Issuer to (1) reduce the
requirement for prior notice of nominations and shareholder proposals from 120
days to 60 days, which was the requirement before the Board amended the Bylaws
in August 1996 to put into effect such 120-day prior notice requirement and (2)
amend Article IV, Section 1, of the Issuer's Bylaws to eliminate certain
additional qualifications that the Board put into effect in August 1996 for
eligibility to be nominated as a candidate for election to the Board. On
September 23, 1996, the Partnership also delivered to the Issuer a notice of
intention to propose business at the 1997 Annual Meeting for consideration and
action by the shareholders of the Issuer, in the event that the Board of
Directors refuses to make such amendments. The Partnership intends to
introduce for consideration and action by shareholders at the 1997 Annual
Meeting proposals to achieve the amendments set forth in clauses (1) and (2)
above, and (3) a proposal that the Company reimburse the Partnership for all
costs and expenses that it incurs in connection with the solicitation of
proxies for use at the 1997 Annual Meeting for the purpose of voting on the
such two proposals. A copy of such Notice of Intent to Propose Business, which
contains other information required by the Bylaws of the Issuer, is attached
hereto as Exhibit 4 and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) By virtue of their arrangement and understanding describe in
Item 6 below, the Partnership, Mr. Nelson and Mr. Zwickl each are deemed to
beneficially own 134,707 shares of Common Stock of the Issuer, constituting
approximately 6.8% 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.
(b) Of the shares described in (a) above, the Partnership has the
sole right to exercise voting and dispositive powers over 131,700 shares of
Common Stock and Mr. Zwickl has the sole right to exercise voting and
dispositive powers over 3,007 shares of Common Stock of the Issuer. Mr. Nelson
does not exercise sole voting or dispositive powers with respect to any shares
of Common Stock.
<PAGE>
(c) The only transactions in the Common Stock by the Partnership
during the past 60 days are reported in Item 2 above, and in Item 2 in the
Partnership's initial Schedule 13D filed on August 9, 1996. Neither Mr. Nelson
nor Mr. Zwickl have had any transactions in the Common Stock during the past
60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Partnership has an oral understanding with Phillip J. Zwickl and
Richard J. Nelson pursuant to which the Partnership has requested them to serve
as its representatives on the Board of Directors of the Issuer, and they have
agreed to do so, without compensation from the Partnership of any sort
whatsoever. The Partnership has agreed (a) to vote all shares that it
beneficially owns and is entitled to vote at the 1997 Annual Meeting in favor
of electing both Mr. Nelson and Mr. Zwickl and (b) to reimburse each them for
any out-of-pocket expenses that either one of them incurs in connection with
the Partnership's intended solicitation of proxies for use at the 1997 Annual
Meeting. Mr. Zwickl has orally agreed to vote any shares of Common Stock that
he beneficially owns and is entitled to vote at the 1997 Annual Meeting in
favor of both himself and Mr. Nelson. Other than the foregoing, the
Partnership has no other arrangement or understanding with either proposed
nominee, and neither Mr. Zwickl nor Mr. Nelson has any arrangement or
understanding with any other person pursuant to which he was or is to be
selected as a Director or a nominee for election as a Director of the Issuer.
Item 7. Material to be Filed as Exhibits.
No. Description
- ---- --------------
1 Joint Filing Agreement
2 Professional Account Agreement, dated March 6, 1996, between the
Partnership and each of the subsidiaries of The Bear Stearns Companies
Inc.
3 Notice of Intent to Nominate Two Directors
4 Notice of Intent to Propose Business
<PAGE>
SIGNATURES
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: October 1, 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
<PAGE>
EXHIBIT INDEX
No. Description
- ---- --------------
1 Joint Filing Agreement
2 Professional Account Agreement, dated March 6, 1996, between the
Partnership and each of the subsidiaries of The Bear Stearns Companies
Inc.
3 Notice of Intent to Nominate Two Directors
4 Notice of Intent to Propose Business
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree that the Schedule 13D to which this
Joint Filing Agreement is being filed as an exhibit shall be a joint statement
filed on behalf of each of the undersigned.
Date: October 1, 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
PROFESSIONAL ACCOUNT AGREEMENT BEAR STEARNS
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
(212) 272-2000
Title: LaSalle/Kross Partners, Limited Partnership Account No. 10204824-26
This agreement ("Agreement") sets forth the terms and conditions under which
subsidiaries of The Bear Stearns Companies Inc. will open and maintain
account(s) in your name and otherwise transact business with you.
1. Parties. You hereby agree that the parties to this Agreement shall
consist of you, each and every subsidiary of The Bear Stearns Companies listed
on the signature page hereof and any other subsidiary of The Bear Stearns
Companies Inc. now existing or hereafter created, at which you open an account
or accounts or with which you otherwise transact business (which shall
automatically become a party hereto by virtue thereof) each of which
subsidiaries, listed or presently unlisted herein, being referred to
hereinafter as a "Bear Stearns entity" and all such entities being collectively
referred to as "Bear Stearns").
2. Applicable Law and Regulations. All transactions shall be subject to
all applicable law and the rules and regulations of all federal, state and
self-regulatory agencies, including, but not limited to, the Board of Governors
of the Federal Reserve System and the constitution, rules and customs of the
exchange or market (and clearing house) where executed.
3. Security Interest and Lien. As security for the payment and
performance of all of your obligations and liabilities to any Bear Stearns
entity, each Bear Stearns entity shall have a continuing security interest in
all property in which you have an interest held by or through any Bear Stearns
entity, including, but not limited to, securities, commodity futures contracts,
commercial paper, monies, any after-acquired property and all rights you may
have against any Bear Stearns entity. In addition, in order to satisfy any
such outstanding liabilities or obligations, Bear Stearns may, at any time and
without prior notice to you, use, apply or transfer any of such securities or
property interchangeably (including cash and fully-paid securities).
4. Deposits on Transactions. Whenever Bear Stearns, in its sole
discretion, considers it necessary for its protection, it may require you, and
you hereby agree, to deposit cash or collateral immediately in your account(s)
prior to any applicable settlement date in order to assure due performance of
your open contractual commitments.
5. Breach, Bankruptcy or Default. Any breach of or default under this
Agreement or any other agreement you may have with any Bear Stearns entity, or
the filing of a petition or other proceeding in bankruptcy or insolvency or for
the appointment of a receiver by or against you, the levy of an attachment
against your accounts with Bear Stearns, or your death, mental incompetence or
dissolution, or any other grounds for insecurity (including any indication of
your refusal or inability to promptly meet a margin call or other deposit
requirement hereunder) as determined by Bear Stearns in its sole discretion,
shall constitute, at Bear Stearns' election, a default by you under all
agreements you may then have with Bear Stearns, whether heretofore or hereafter
entered into. In the event of default, each Bear Stearns entity reserves the
right to sell, without prior notice to you, any and all property in which you
have an interest held by or through any Bear Stearns entity, to buy any or all
property which may have been sold short, to accelerate, cancel, liquidate,
close out and net the settlement payments and/or delivery obligations of any
or all outstanding transactions (including contracts and options for foreign
currency or any other commodity) and/or to purchase or sell any other
securities or property to offset market risk, after which you shall be liable
to Bear Stearns for any remaining deficiency, loss, costs or expenses sustained
by Bear Stearns in connection therewith. Such purchases and/or sales may be
effected publicly or privately without notice or advertisement in such manner,
in such order and at such time as Bear Stearns may in its sole discretion
determine. At any such sale or purchase, Bear Stearns may purchase or sell the
property free of any right of redemption. In addition, Bear Stearns shall have
the right to set off, net, recoup or otherwise apply any amount owing from any
Bear Stearns entity to you against any indebtedness in any of your accounts,
whether matured or unmatured.
6. Fees and Charges. You understand that Bear Stearns may charge
commissions and other fees for execution, custody or any other service
furnished to you, and you agree to pay such commissions and fees at Bear
Stearns' then prevailing rates. You understand further that such fees may be
changed from time to time, upon thirty days' prior written notice to you, and
you agree to be bound thereby.
7. Transaction Reports and Account Statements. Reports of the execution
of orders and statements of account shall be conclusive if not objected to in
writing within five days in the case of reports of execution, and ten days in
the case of account statements, after such documents have been transmitted to
you by mail or otherwise.
8. Debit Balances/Truth-in-Lending. You hereby acknowledge receipt of
Bear Stearns' Truth-in-Lending disclosure statement. You understand that
interest will be charged on any debit balances in your accounts in accordance
with the methods described in such statement or in any amendment thereof or
revision thereto, which may be provided to you. Any debit balance which is not
paid at the close of an interest period will be added to the opening balance
for the next interest period.
9. Clearance Accounts. If any of your account(s) is carried by any Bear
Stearns entity as clearing agent for your broker, unless such Bear Stearns
entity receives from you prior written notice to the contrary, it may accept
from such other broker, without any inquiry or investigation: (a) orders for
the purchase or sale of securities and other property in your account(s) on
margin or otherwise and (b) any other instructions concerning your account(s)
or the property therein. You understand and agree that Bear Stearns shall have
no responsibility or liability to you for any acts or omissions of such broker,
its officers, employees or agents. You agree that your broker and its
employees are third-party beneficiaries of this Agreement and that the terms
and conditions hereof, including the arbitration provision, shall be applicable
to all matters between or among any of you, your broker and its employees and
Bear Stearns and its employees.
10. Costs of Collection. You hereby authorize Bear Stearns to charge you
for any reasonable direct or indirect costs of collection, including, but not
limited to, attorneys' fees, court costs and other expenses.
11. Impartial Lottery Allocation. You agree that, in the event Bear
Stearns holds on your behalf bonds or preferred stocks in street name or bearer
form which are callable in part, you will participate in the impartial lottery
allocation system of the called securities in accordance with the rules of the
New York Stock Exchange, Inc. or any other appropriate self-regulatory
organization. When any such call is favorable, no allocation will be made to
any account with respect to which Bear Stearns has actual knowledge that its
officers, directors or employees have any financial interest until all other
customers are satisfied on an impartial lottery basis.
12. Waiver, Assignment and Notices. Neither Bear Stearns' failure to
insist at any time upon strict compliance with this Agreement or with any of
the terms hereof nor any continued course of such conduct on its part shall
constitute or be considered a waiver by Bear Stearns of any of its rights or
privileges hereunder. Any assignment of any of your rights or obligations
hereunder or interest in any property held by or through Bear Stearns without
obtaining the prior written consent of an authorized representative of Bear
Stearns shall be null and void. Bear Stearns reserves the right to assign any
of its rights or obligations hereunder to any Bear Stearns entity without prior
notice to you. Notices or other communications will be delivered or mailed to
the address provided by you unless and until Bear Stearns has received notice
in writing from you of a different address. Margin calls may be communicated
orally and need not be confirmed in writing.
13. Free Credit Balances. You hereby authorize Bear Stearns to use any
free credit balance awaiting investment or reinvestment in any of your accounts
in accordance with all applicable rules and regulations and to pay interest
thereon at such rate or rates and under such conditions as are established from
time to time by Bear Stearns for such accounts and for the amounts of cash so
used.
14. Restrictions on Account. You understand that Bear Stearns, in its sole
discretion, may restrict or prohibit trading of securities or other property
in any of your accounts.
15. Credit Information and Investigation. You authorize Bear Stearns and,
if applicable, your broker, in its or their discretion, to make and obtain
reports concerning your credit standing and business conduct. You may make a
written request within a reasonable period of time for a description of the
nature and scope of the reports made or obtained by Bear Stearns.
16. Short and Long Sales. In placing any sell order for a short account,
you will designate the order as such and hereby authorize Bear Stearns to mark
the order as being "short." In placing any sell order for a long account, you
will designate the order as such and hereby authorize Bear Stearns to mark the
order as being "long." The designation of a sell order as being for a long
account shall constitute a representation that you own the security with
respect to which the order has been placed, that such security may be sold
without restriction in the open market and that, if Bear Stearns does not have
the security in its possession at the time you place the order, you shall
deliver the security by settlement date in good deliverable form or pay to Bear
Stearns any losses or expenses incurred by it as a result of your failure to
make delivery on a timely basis.
17. Margin and Other Collateral Requirements. You hereby agree to deposit
and maintain such margin in any of your margin accounts as Bear Stearns may in
its sole discretion require, and you agree to pay forthwith on demand any debit
balance owing with respect to any of your margin accounts. In addition, you
further agree to promptly deposit and maintain such other collateral with Bear
Stearns as is required by any other agreement or open transaction you may have
with it. Upon your failure to make any such payment, or at any time Bear
Stearns in its sole discretion deems it necessary for its protection, whether
with or without prior demand, call or notice, Bear Stearns shall be entitled
to exercise all rights and remedies provided in paragraphs 3, 5 and 29 hereof.
No demands, calls, tenders or notices that Bear Stearns may have made or given
in the past in any one or more instances shall invalidate your waiver of any
requirement that Bear Stearns make or give the same in the future. Unless you
expressly advise Bear Stearns to the contrary, you hereby represent that you
are not an "affiliate" (as defined in Rule 144(a)(1) under the Securities Act
of 1933) of the issuer of any security held in any of your accounts.
18. Consent to Loan or Pledge of Securities. Within the limits of
applicable law and regulations, you hereby authorize Bear Stearns to lend
either to itself or to others any securities held by it in any of your margin
accounts, together with all attendant rights of ownership, and to use all such
property as collateral for its general loans. Any such property, together with
all attendant rights of ownership, may be pledged, repledged, hypothecated or
rehypothecated either separately or in common with other such property for any
amounts due to Bear Stearns thereon or for a greater sum, and Bear Stearns
shall have no obligation to retain a like amount of similar property in its
possession and control.
19. Give-ups; Free deliveries. In the event: (i) your orders are not
executed by Bear Stearns and you give-up Bear Stearns' name for clearance and
settlement, or (ii) you require Bear Stearns to make a free delivery of cash
or securities in connection with the settlement of such orders, the following
terms and conditions shall apply:
(i) You agree that you will only execute bona-fide orders and if
required for settlement, you will request a free delivery of
cash or securities only when you have reasonable grounds to
believe that the contra-party and the broker who executed your
order have the financial capability to complete any
contemplated transaction;
(ii) Bear Stearns reserves the right at any time to place a limit
(of either dollars or number of securities) on the size of
transactions that Bear Stearns will accept for clearance. If
after you have received notice of such limitation you execute
an order in excess of the limit established by Bear Stearns,
Bear Stearns shall have the right, exercisable in its sole
discretion, to decline to accept the transaction for clearance
and settlement. In the event any claim is asserted against
Bear Stearns by the broker who executed your order because of
such action by Bear Stearns, you agree to indemnify and hold
Bear Stearns harmless from any loss, liability, damage, cost
or expense (including, but not limited to fees and expenses of
legal counsel) arising directly or indirectly therefrom; and
(iii) Bear Stearns will on a best efforts basis attempt to clear
such transactions within a reasonable period and utilize the
same procedures it utilizes when clearing transactions on
behalf of other customers. If either you or the broker who
executed your order fails for any reason to settle the
transaction and/or return any free delivery within a
reasonable period of time, as determined by Bear Stearns, you
will be solely liable to Bear Stearns for any and all loss,
including expenses, caused thereby. Bear Stearns shall have
no liability whatsoever to you in any such circumstance.
20. Prime Brokerage Services.
(a) Prior to the commencement of any prime brokerage activity, Bear
Stearns will enter into an agreement with your executing broker(s) that
will set forth the terms and conditions under which your executing
broker(s) will be authorized to accept orders from you for settlement
by Bear Stearns (the "Prime Brokerage Agreement"). Bear Stearns will
accept for clearance and settlement trades executed on your behalf by
such executing broker(s) as you may designate from time to time. On the
day following each transaction, Bear Stearns will send you a
notification of each trade placed with your executing broker based upon
the information provided by you. This notification contains some but
not all of the information required to appear in a confirmation.
(b) Bear Stearns shall be responsible for settling trades executed on
your behalf by your executing broker(s) and reported to Bear Stearns
by you and your executing broker(s) provided that you have reported to
Bear Stearns on trade date, by the time designated to you by Bear
Stearns, all the details of such trades including, but not limited to,
the contract amount, the security involved, the number of shares or the
number of units and whether the transaction was a long or short sale
or a purchase, and further provided that Bear Stearns has either
affirmed or not DK'd and has not subsequently disaffirmed such trades.
In the event that Bear Stearns determines not to settle a trade, Bear
Stearns shall not have settlement responsibility for such trade and
shall, instead, send you a cancellation notification to offset the
notification sent to you under sub-paragraph a of this paragraph. You
shall be solely responsible and liable to your executing broker(s) for
settling such trades. In addition, Bear Stearns may be required to
cease providing prime brokerage services to you in accordance with the
Prime Brokerage Agreement.
(c) In the event of: (i) the filing of a petition or other proceeding
in bankruptcy, insolvency or for the appointment of a receiver by or
against your executing broker, (ii) the termination of your executing
broker's registration and the cessation of business by it as a broker-
dealer, or (iii) your executing broker's failure, inability or refusal,
for any reason whatsover or for no reason at all, to settle a trade,
if Bear Stearns agrees to settle any trades executed on your behalf by
such executing broker, regardless whether Bear Stearns either affirmed
or did not DK and did not disaffirm such trades, you shall be solely
responsible, and liable to Bear Stearns, for any losses arising out of
or incurred in connection with Bear Stearns' agreement to settle such
trades.
(d) You shall maintain in your account with Bear Stearns such minimum
net equity in cash or securities as Bear Stearns, in its sole
discretion may require, from time to time (the "Bear Stearns Net Equity
Requirements"), which shall in no event be less that the minimum net
equity required by the SEC Letter (the "SEC Net Equity Requirements").
In the event your account falls below the SEC Net Equity Requirements,
you hereby authorize Bear Stearns to notify promptly all executing
brokers with whom it has a Prime Brokerage Agreement on your behalf of
such event. Moreover, if you fail to restore your account to
compliance with the SEC Net Equity Requirements within the time
specified in the SEC Letter, Bear Stearns shall: (i) notify all such
executing brokers that Bear Stearns is no longer acting as your prime
broker and (ii) either not affirm or indicate that it does not know
("DK") all prime brokerage transactions on your behalf with trade date
after the business day on which such notification was sent.
In the event either: (i) your account falls below the Bear Stearns Net
Equity Requirements, (ii) Bear Stearns determines that there would not
be enough cash in your account to settle such transactions or that a
maintenance margin call may be required as a result of settling such
transactions, or (iii) Bear Stearns determines that the continuation
of prime brokerage services to you presents an unacceptable risk to
Bear Stearns taking into consideration all the facts and circumstances,
Bear Stearns may disaffirm all your prime brokerage transactions and/or
cease to act as your prime broker.
(e) If you have instructed your executing broker(s) to send
confirmations to you in care of Bear Stearns, as your prime broker, the
confirmation sent by such executing broker is available to you promptly
from Bear Stearns, at no additional charge.
(f) If your account is managed on a discretionary basis, you hereby
acknowledge that your prime brokerage transactions may be aggregated
with those of other accounts of your advisor, according to your
advisor's instructions, for execution by your executing broker(s) in
a single bulk trade and for settlement in bulk by Bear Stearns. You
hereby authorize Bear Stearns to disclose your name, address and tax
I.D. number to your executing broker(s). In the event any trade is
disaffirmed, as soon as practicable thereafter, Bear Stearns shall
supply your executing broker(s) with the allocation of the bulk trade,
based upon information provided by your advisor.
(g) The prime brokerage services hereunder shall be provided in a
manner not inconsistent with the no-action letter dated January 25,
1994 issued by the Division of Market Regulation of the Securities and
Exchange Commission (the "SEC Letter"), and any supplements or
amendments thereto.
21. Legally Binding. You and Bear Stearns hereby agree that this
Agreement shall extend to and be binding upon all of the parties hereto
(whether now existing or hereafter added) and their respective successors and
assigns. If you are a natural person, this Agreement shall extend to and be
binding upon your estate, heirs, executors, administrators and personal
representatives. You further agree that all purchases and sales shall be for
your account(s) in accordance with your oral or written instructions. You
hereby waive any and all defenses that any such instruction was not in writing
as may be required by the Statute of Frauds or any similar law, rule or
regulation.
22. Amendment. You agree that Bear Stearns may modify the terms of this
Agreement at any time upon prior written notice to you. By continuing to
accept services from Bear Stearns, you will have indicated your acceptance of
any such modification. If you do not accept any such modification, you must
notify Bear Stearns thereof in writing and your account may then be terminated,
but you will still be liable thereafter to Bear Stearns for all remaining
liabilities and obligations. Otherwise, this Agreement may not be waived or
modified absent a written instrument signed by an authorized representative of
Bear Stearns.
23. New York Law to Govern. This Agreement shall be deemed to have been
made in the State of New York and shall be construed, and the rights and
liabilities of the parties determined, in accordance with the laws of the State
of New York without giving effect to the conflicts of law principles thereof.
24. Arbitration. You agree and, by maintaining accounts for you, Bear
Stearns agrees that controversies arising between you and any Bear Stearns
entity or any broker for which Bear Stearns acts as clearing agent, whether
arising prior to, on or subsequent to the date hereof, shall be determined by
arbitration. Any arbitration under this Agreement shall be held at the
facilities and before an arbitration panel appointed by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc., or the National Association
of Securities Dealers, Inc. (and only before such exchanges or association).
You may elect one of the foregoing forums for arbitration, but if you fail to
make such election by registered mail or telegram addressed to Bear, Stearns
Securities Corp., 245 Park Avenue, New York, New York 10167, Attention: Chief
Legal Officer (or any other address of which you are advised in writing),
before the expiration of ten days after receipt of a written request from Bear
Stearns to make such election, then Bear Stearns may make such election. For
any arbitration solely between you and a broker for which Bear Stearns acts as
clearing agent, such election shall be made by registered mail to such broker
at its principal place of business. Judgment upon the award of the arbitrators
may be entered in any state or federal court having jurisdiction thereover.
With respect to the resolution of any such controversy, you and Bear Stearns
further acknowledge that:
--arbitration is final and binding on the parties.
--the parties are waiving their right to seek remedies in court,
including the right to a jury trial.
--pre-arbitration discovery is generally more limited than and
different from court proceedings.
--the arbitrators' award is not required to include factual findings
or legal reasoning and any party's right to appeal or to seek modification of
rulings by the arbitrators is strictly limited.
--the panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
--no person shall bring a putative or certified class action to
arbitration, nor seek to enforce any pre-dispute arbitration agreement against
any person who has initiated in court a putative class action; who is a member
of a putative class who has not opted out of the class with respect to any
claims encompassed by the putative class action until: (i) the class
certification is denied; (ii) the class is decertified; or (iii) the customer
is excluded from the class by the court. Such forebearance to enforce an
agreement to arbitrate shall not constitute a waiver of any rights under this
Agreement except to the extent stated herein.
25. Severability. If any provision hereof is or should become inconsistent
with any present or future law, rule or regulation of any sovereign government
or regulatory body having jurisdiction over the subject matter of this
Agreement, such provision shall be deemed to be rescinded or modified in
accordance with any such law, rule or regulation. In all other respects, this
Agreement shall continue to remain in full force and effect.
26. Extraordinary Events. Bear Stearns shall not be liable for losses in
any of your accounts which are caused directly or indirectly by government
restrictions, exchange or market rulings, suspension of trading, war, strikes
or any other condition beyond its control.
27. Headings. The headings of the provisions hereof are for descriptive
purposes only and shall not modify or qualify any of the rights or obligations
set forth in such provisions.
28. Telephone Conversations. For the protection of both you and Bear
Stearns, and as a way of correcting misunderstandings, you hereby authorize
Bear Stearns, at its discretion and without prior notice to you, to monitor
and/or record any or all telephone conversations between you and any of Bear
Stearns' employees or agents.
29. Additional Rights and Remedies. The rights and remedies granted herein
to Bear Stearns are in addition to, and supersede any limitations on, any other
rights and remedies provided to Bear Stearns in any other agreement you may
have with it, and you hereby appoint Bear Stearns as your agent to take any
action necessary to perfect the security interest granted to it in paragraph
3 hereof. In the event of a breach or default under this Agreement or any
other agreement you may have with any Bear Stearns entity, each Bear Stearns
entity shall have all rights and remedies available to a secured creditor under
any applicable law in addition to the rights and remedies provided herein.
30. Authority; Capacity. By signing this Agreement, you represent that you
are of legal age and that, unless you have notified Bear Stearns to the
contrary, neither you nor any member of your immediate family is an employee
of any exchange or member thereof, the National Association of Securities
Dealers, Inc., or a member thereof, or of any corporation, firm or individual
engaged in the business of dealing, as broker or principal, in securities,
options or futures, or of any bank, trust company or insurance company. If you
are signing on behalf of an institution, you represent that the institution on
whose behalf you are acting is authorized to enter into this Agreement and that
you are duly authorized to sign this Agreement in its name.
By signing this Agreement you acknowledge that:
1. The securities in your margin account(s) and any securities for which
you have not fully paid, together with all attendant ownership rights, may be
loaned to the Clearing Broker or loaned out to others; and
2. You have received a copy of this Agreement.
A pre-dispute arbitration clause is contained in paragraph 24 hereof.
INSTITUTIONAL CLIENT (please complete):
LaSALLE/KROSS PARTNERS, L.P.
350 East Michigan Avenue, Suite 500
Kalamazoo, Michigan 49007
/S/ RICHARD J. NELSON
March 6, 1996
EACH OF THE FOLLOWING SUBSIDIARIES OF THE BEAR STEARNS COMPANIES INC.:
Bear, Stearns & Co. Inc., Bear Stearns Securities Corp., Bear, Stearns
International Limited, Bear Stearns Capital Markets Inc., Bear Stearns Capital
Markets Inc. II, Bear Stearns Mortgage Capital Corporation, Bear Stearns N.Y.
Inc., Bear Stearns Global Asset Trading Ltd., Bear Stearns Global Asset
Holdings, Ltd., Bear Stearns Forex Inc., Bear Stearns U.K. Limited, Bear
Stearns International Trading Limited, Bear Stearns (Japan), Ltd., Bear Stearns
Asia Limited and Bear Stearns Hong Kong Limited; and any other subsidiary of
The Bear Stearns Companies Inc. later added as a party hereto pursuant to
paragraph 1 hereof.
By: /S/
LaSALLE/KROSS PARTNERS, L.P.
350 East Michigan, Suite 500
Kalamazoo, Michigan 49007
September 20, 1996
VIA FEDERAL EXPRESS AND FAX
Mr. M. Gilbert Eberhart, Secretary
MFB CORP
121 South Church Street
Mishawaka, Indiana 46544
Re: Notice of Intent to Nominate Two Directors
Dear Mr. Eberhart:
This letter constitutes a notice of intent by LaSalle/Kross Partners,
L.P. (the "Partnership"), to nominate two persons for election as directors of
MFB Corp. (the "Corporation") at the 1997 Annual Meeting of Shareholders to be
held on January 21, 1997. This notice is being provided to you, as Secretary
of the Corporation, pursuant to Article III, Section 12, of the Corporation's
Bylaws.
On behalf of the Partnership, I hereby notify the Corporation pursuant
to Article III, Section 12, of the Corporation's Bylaws that it intends to
nominate Phillip J. Zwickl and Richard J. Nelson for election to the Board of
Directors of the Corporation at the 1997 Annual Meeting of Shareholders of the
Corporation to be held on January 21, 1997, or at any adjournment thereof.
Set forth below is the information required by Article III, Section 12,
of the Corporation's Bylaws:
(a) As to each proposed nominee, all information relating to such person
that is required to be disclosed in a solicitation of proxies for the election
of directors, or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended:
Name Age
- ---- ---
Phillip J. Zwickl.................57
Richard J. Nelson.................52
Material Proceedings Adverse to the Corporation
To the Partnership's best knowledge, and based on information provided by each
Nominee, there are no material proceedings to which either Mr. Zwickl or Mr.
Nelson, or any associate of either of them, is a party adverse to the
Corporation or any of its subsidiaries, and neither of them nor any associate
of either of them has a material interest adverse to the Corporation or any of
its subsidiaries.
Shares of Corporation's Common Stock Beneficially Owned:
- -------------------------------------------------------
Phillip J. Zwickl................ 3,000 (1)
Richard J. Nelson................126,700 (2)
- ----------------
(1) Mr. Zwickl is the "beneficial owner" (as determined under Rule 13d-3 of
the federal Securities Exchange Act of 1934, as amended), of 3,000 shares of
Common Stock by reason of his ownership of such shares by his daughter, who
resides with him.
(2) These are shares owned by the Partnership.
Positions or Offices with the Corporation
- -----------------------------------------
Phillip J. Zwickl....................NONE
Richard J. Nelson....................NONE
Arrangements or Understandings with Other Persons:
Mr. Zwickl and Mr. Nelson have an understanding with the Partnership pursuant
to which the Partnership has requested them to serve as its representatives on
the Board of Directors of the Corporation, and they have agreed to do so,
without compensation from the Partnership of any sort whatsoever. The
Partnership has agreed to reimburse them for any out-of-pocket expenses that
either one of them incurs in connection with the Partnership's intended
solicitation of proxies for use at the 1997 Annual Meeting of Shareholders of
the Corporation, but have no other arrangements or understandings with either
such proposed nominee. To the Partnership's knowledge, neither Mr. Zwickl nor
Mr. Nelson has any arrangement or understanding with any other person pursuant
to which he was or is to be selected as a director or nominee for election as
a director of the Corporation.
Absence of any Family Relationships
Neither Mr. Zwickl nor Mr. Nelson has any family relationship with any director
or officer of the Corporation. There is no family relationship between Mr.
Zwickl and Mr. Nelson, or between Mr. Zwickl and any partner of the Partnership
or any person who controls any partner of the Partnership. Mr. Nelson is the
President and sole shareholder of one of the two General Partners of the
Partnership; however, there is no family relationship between Mr. Nelson and
any partner of the Partnership or any person who controls any partner of the
Partnership.
Business Experience and Directorships
During the past five years, Mr. Zwickl has been employed by the U.S. Postal
Service as the Postmaster of Mishawaka, Indiana, which has been his principal
employment during that period. His business address is 111 East Third,
Mishawaka, Indiana 46544. Mr. Zwickl does not serve as a director for any
company with a class of securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
For more than the past five years, Mr. Nelson has been principally employed as
the President of LaSalle Capital Management, Inc., one of the General Partners
of the Partnership, and his business address is 350 East Michigan, Suite 500,
Kalamazoo, Michigan 49007. LaSalle Capital Management, Inc., is a management
consulting firm that specializes in financial institution corporate
restructurings. LaSalle Capital Management, Inc., is not a parent, subsidiary
or other affiliate of the Corporation. Mr. Nelson does not presently serve as
a director for any other company with a class of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended.
Involvement in Certain Legal Proceedings
To the best knowledge of the Partnership, and based on information provided by
each Nominee:
(i) Since January 1, 1990 no petition under the Bankruptcy Act or
any state insolvency law has been filed by or against Mr. Zwickl or Mr. Nelson,
and no a receiver, fiscal agent or similar officer has been appointed by a
court for business or property of Mr. Zwickl or Mr. Nelson. In addition, since
January 1, 1990 no petition under the Bankruptcy Act or any state insolvency
law has been filed by or against, and no a receiver, fiscal agent or similar
officer has been appointed by a court for business or property of, any
partnership in which either of them is or was a general partner, or any
corporation or business association of either of them is or was an executive
officer.
(ii) Since January 1, 1990, neither Mr. Zwickl nor Mr. Nelson has
been convicted in a criminal proceeding nor has either of them been named as
the subject of any pending criminal proceeding (excluding traffic violations
or similar misdemeanors).
(iii) Since January 1, 1990, neither Mr. Zwickl nor Mr. Nelson has
been the subject of any court order, judgment or decree, not suspended,
reversed or vacated permanently or temporarily enjoining either of them from
(A) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading
Commission or an associated person of any of the foregoing, or as an investment
advisor, underwriter, broker or dealer in securities, or an affiliated person,
director or employee of any investment company, bank, savings and loan
association or insurance company, or from engaging in or continuing any conduct
or practice in connection with any such activity, (B) engaging in any type of
business practice, or (C) engaging in any activity in connection with the
purchase or sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal commodities laws.
(iv) Since January 1, 1990, neither Mr. Zwickl nor Mr. Nelson has
been the subject of any order, judgment or decree not subsequently reversed,
suspended or vacated, of a federal or state authority barring or suspending for
more than 60 days your right to be engaged in any activity described in clause
(iii) above, or to be associated with persons engaged in any such activity.
(v) Since January 1, 1990, neither Mr. Zwickl nor Mr. Nelson has
been found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission ("SEC") to have violated any federal or
state securities law, or by a court of competent jurisdiction in a civil action
or by the Commodities Futures Trading Commission ("CFTC") to have violated any
federal commodities law, wherein the judgment in such civil action or finding
by the SEC or the CFTC has not been subsequently reversed, suspended or
vacated.
Certain Transactions
To the best knowledge of the Partnership, and based on information provided by
each Nominee:
(i) Except as set forth in this paragraph, since January 1, 1995,
neither Mr. Zwickl nor any member of his immediate family has had any material
interest in any transaction or any series of similar transactions to which the
Corporation or any of its subsidiaries was a party, and neither Mr. Zwickl nor
any members of his immediate family has had any material interest in any
currently proposed transaction, or series of similar transactions to which the
Corporation or any of its subsidiaries was a party. Mr. Zwickl currently has,
and has continuously had for more than 12 months, a deposit relationship with
the Corporation's subsidiary bank in the name of his Individual Retirement
Account.
(ii) Since January 1, 1995, neither Mr. Nelson nor any members of
his immediate family has had any material interest in any transaction or any
series of similar transactions to which the Corporation or any of its
subsidiaries was a party, and neither Mr. Nelson nor any members of his
immediate family has had any material interest in any currently proposed
transaction, or series of similar transactions to which the Corporation or any
of its subsidiaries was a party.
(iii) Except as indicated in this paragraph, since January 1, 1995,
neither Mr. Zwickl nor Mr. Nelson has had any relationship of the nature
described in Item 404(b) of Regulation S-K, promulgated by the SEC under the
Securities Exchange Act of 1934, as amended. Specifically, since January 1,
1995, neither Mr. Zwickl nor Mr. Nelson has been an officer, director, partner
or employee of, or has either one of them owned (directly or indirectly) more
than 10% of the equity interest in, any of the following types of
organizations:
(A) Any organization that has made or proposes to make
payments to the Corporation or any of its subsidiaries for property or
services;
(B) Any organization to which the Corporation or any of its
subsidiaries was indebted;
(C) Any organization to which the Corporation or any of its
subsidiaries has made or proposes to make payments for property or
services, except that Mr. Zwickl's employer, the U.S. Postal Service,
has provided routine mail service to the Corporation and its
subsidiaries and has received the normal fees and compensation for
postal services at the same rates as are charged to the general public;
or
(D) Any organization that provided legal services or
investment banking services to the Corporation or any of its
subsidiaries.
(iv) Since January 1, 1995, neither Mr. Zwickl nor Mr. Nelson, nor
any member of their respective immediate families or any firm, corporation or
organization of which either of them is an executive officer or director or the
beneficial owner of 10% or more of any class of equity securities, nor any
trust or other estate in which either of them as a substantial beneficial
interest or as to which either of them serves as a trustee or in a similar
capacity, was indebted to the Corporation or any of its subsidiaries in excess
of $60,000 at any time.
Section 16 Compliance
Neither Mr. Zwickl nor Mr. Nelson is required to file reports under Section 16
of the Securities Exchange Act of 1934, as amended, with respect to the Common
Stock of the Corporation.
As required by Article III, Section 12, also enclosed is the written
consent of each proposed nominee to be named in the Partnership's proxy
statement and to serve as a director of the Corporation if elected.
(b) As to the Partnership:
(i) The name and address of the Partnership are--
LaSalle/Kross Partners, Limited Partnership
350 East Michigan, Suite 500
Kalamazoo, Michigan 49007
(The Partnership will transfer an amount of its beneficially owned
shares currently held in street name, as indicated above, to this name
and address before November 1, 1996).
(ii) As indicated in a Schedule 13D, dated August 12, 1996, and
filed with the Securities and Exchange Commission, the Partnership is the
beneficial owner of 120,700 shares of Common Stock, without par value, of the
Corporation. Since that filing, an additional 6,000 shares have been purchased
by the Partnership, bringing its total ownership to 127,200 shares. All such
shares are currently held in "street name" in the Partnership's securities
account with Bear, Stearns & Co.
Very truly yours,
LaSALLE/KROSS PARTNERS, L.P.
By: KROSS FINANCIAL, INC.
By: /S/ PETER T. KROSS
Peter T. Kross, President
<PAGE>
CONSENT OF PROPOSED NOMINEE
I, Richard J. Nelson, hereby consent to be named in the proxy statement
of LaSalle/Kross Partners, L.P., to be used in connection with its solicitation
of proxies from the shareholders of MFB Corp., for use in voting at the 1997
Annual Meeting of Shareholders of MFB Corp., and I hereby consent and agree to
serve a Director of MFB Corp., if elected at such Annual Meeting
/S/ RICHARD J. NELSON
Richard J. Nelson
Dated: September 19, 1965
CONSENT OF PROPOSED NOMINEE
I, Phillip J. Zwickl, hereby consent to be named in the proxy statement
of LaSalle/Kross Partners, L.P., to be used in connection with its solicitation
of proxies from the shareholders of MFB Corp. for use in voting at the 1997
Annual Meeting of Shareholders of MFB Corp., and I hereby consent and agree to
serve a Director of MFB Corp. if elected at such Annual Meeting.
/S/ PHILLIP J. ZWICKL
Phillip J. Zwickl
Dated: September 20, 1996
LaSALLE/KROSS PARTNERS, L.P.
350 East Michigan, Suite 500
Kalamazoo, Michigan 49007
September 20, 1996
VIA FEDERAL EXPRESS AND FAX
Mr. M. Gilbert Eberhart, Secretary
MFB Corp.
121 South Church Street
Mishawaka, Indiana 46544
Re: Notice of Intent to Propose Business
Dear Mr. Eberhart:
This letter constitutes a notice of intent by LaSalle/Kross Partners,
L.P. (the "Partnership"), to propose certain actions for consideration and vote
by the shareholders of MFB Corp. (the "Corporation") at the 1997 Annual Meeting
of Shareholders to be held on January 21, 1997. This notice is being provided
to you, as Secretary of the Corporation, pursuant to Article III, Section 11,
of the Corporation's Bylaws.
On behalf of the Partnership, I hereby notify the Corporation pursuant
to Article III, Section 11, of the Corporation's Bylaws that the Partnership
intends to propose that shareholders consider and vote upon one or more matters
at the 1997 Annual Meeting of Shareholders of the Corporation to be held on
January 21, 1997, or at any adjournment thereof. As required by Article III,
Section 11, the Partnership provides the following information:
(a) Brief description of the matters desired to be brought before the
Annual Meeting:
(1) That the shareholders of MFB Corp. approve a resolution
requesting the Corporation's Board of Directors take appropriate action
to amend Article III, Sections 11 and 12 of the Bylaws of the
Corporation so that it shall read to the effect that a shareholder's
notice of intention to submit proposed business at an Annual Meeting
or to nominate a candidate for election as a director at an Annual
Meeting shall be timely given if given "not less than 60 days prior to
the Annual Meeting; provided, however, that in the event that less than
70 days' notice or prior public disclosure of the date of the Annual
Meeting is given or made to shareholders, notice by the shareholder to
be timely must be so received not later than the close of business on
the 10th day following the day on which such notice of the date of the
Annual Meeting was mailed or such public disclosure was made", as such
Bylaw was written prior to the August 1996 amendments thereto.
(2) That the shareholders of MFB Corp. approve a resolution
requesting the Corporation's Board of Directors take appropriate action
to amend Article IV, Sections 1 of the Bylaws of the Corporation to
eliminate the third and fourth sentences thereof, thus eliminating
certain specific requirements for a person to be eligible or qualified
to be elected as a director of the Corporation.
(3) That the shareholders of MFB Corp. approve a resolution
requesting the Corporation's Board of Directors consider reimbursing
in full LaSalle/Kross Partners, L.P., for all of its out-of-pocket
expenses incurred in soliciting proxies for use at the 1997 Annual
Meeting of Shareholders of the Corporation to vote on the election of
the Partnership's candidates as directors of the Corporation and to
vote on various proposals presented for action by the shareholders at
such Annual Meeting, regardless of the outcome of the vote by
shareholders at such Annual Meeting.
(b) Reasons for conducting such business at the Annual Meeting: Because
the Board of Directors has failed to respond to the request of the Partnership
that such Bylaw amendments be carried out, and because there is no other forum
for action by the shareholders of the Corporation.
(c) The name and address of the Partnership are--
LaSalle/Kross Partners, Limited Partnership
350 East Michigan, Suite 500
Kalamazoo, Michigan 49007
(The Partnership will transfer an amount of its beneficially owned
shares currently held in street name, as indicated above, to this name
and address before November 1, 1996).
As indicated in a Schedule 13D, dated August 12, 1996, and filed with the
Securities and Exchange Commission, the Partnership is the beneficial owner of
120,700 shares of Common Stock, without par value, of the Corporation. Since
that filing, an additional 6,000 shares have been purchased by the Partnership,
bringing its total ownership to 126,700 shares. All such shares are currently
held in "street name" in the Partnership's securities account with Bear,
Stearns & Co.
(d) The only material interest that the Partnership has in such proposed
business is its interest in being reimbursed for expenses that it incurs in its
efforts to preserve the rights of all shareholders of the Corporation.
Very truly yours,
LaSALLE/KROSS PARTNERS, L.P.
By: KROSS FINANCIAL, INC., a General Partner
By: /S/ PETER T. KROSS
Peter T. Kross, President
