SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant: Yes.
Filed by a Party other than the Registrant: No.
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MFB Corp.
(Name Of Registrant As Specified In Its Charter)
MFB Corp.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing. N/A
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
MFB CORP.
121 South Church Street
Mishawaka, Indiana 46544
(219) 255-3146
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To Be Held On January 19, 1999
Notice is hereby given that the Annual Meeting of Shareholders of MFB Corp.
(the "Holding Company") will be held at the McKinley Branch Office of MFB
Financial at 411 W. McKinley Avenue, Mishawaka, Indiana 46545, on Tuesday,
January 19, 1999, at 7:00 p.m., Eastern Standard Time.
The Annual Meeting will be held for the following purposes:
1. Election of Directors. Election of three directors of the Holding
Company to serve three-year terms expiring in 2002, and one director
to serve a two-year term expiring in 2001.
2. Ratification of Auditors. Ratification of the appointment of Crowe,
Chizek and Company LLP as auditors for MFB Corp. for the fiscal year
ending September 30, 1999.
3. Other Business. Such other matters as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on December 1, 1998, are
entitled to vote at the meeting or any adjournment thereof.
We urge you to read the enclosed Proxy Statement carefully so that you may
be informed about the business to come before the meeting, or any adjournment
thereof. At your earliest convenience, please sign and return the accompanying
proxy in the postage-paid envelope furnished for that purpose.
A copy of our Annual Report for the fiscal year ended September 30, 1998,
is enclosed. The Annual Report is not a part of the proxy soliciting material
enclosed with this letter.
By Order of the Board of Directors
/s/ Charles J. Viater
Charles J. Viater, President and
Chief Executive Officer
Mishawaka, Indiana
December 14, 1998
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
MFB CORP.
121 South Church Street
Mishawaka, Indiana 46544
(219) 255-3146
---------------
PROXY STATEMENT
---------------
FOR
ANNUAL MEETING OF SHAREHOLDERS
January 19, 1999
This Proxy Statement is being furnished to the holders of common stock,
without par value (the "Common Stock"), of MFB Corp. (the "Holding Company"), an
Indiana corporation, in connection with the solicitation of proxies by the Board
of Directors of the Holding Company to be voted at the Annual Meeting of
Shareholders to be held at 7:00 p.m., Eastern Standard Time, on January 19,
1999, at the McKinley Branch Office of MFB Financial at 411 W. McKinley Avenue,
Mishawaka, Indiana, and at any adjournment of such meeting. The principal asset
of the Holding Company consists of 100% of the issued and outstanding shares of
common stock, $.01 par value per share, of MFB Financial. This Proxy Statement
is expected to be mailed to the shareholders on or about December 14, 1998.
The proxy solicited hereby, if properly signed and returned to the Holding
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for each of the matters described below and, upon
the transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies.
Any shareholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Holding Company
written notice thereof (M. Gilbert Eberhart, 121 South Church Street, Mishawaka,
Indiana 46544), (ii) submitting a duly executed proxy bearing a later date, or
(iii) by appearing at the Annual Meeting and giving the Secretary notice of his
or her intention to vote in person. Proxies solicited hereby may be exercised
only at the Annual Meeting and any adjournment thereof and will not be used for
any other meeting.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on December 1, 1998
("Voting Record Date"), will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 1,463,917 shares of the Common Stock issued and
outstanding, and the Holding Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the Annual Meeting. The holders of
over 50% of the outstanding shares of Common Stock as of the Voting Record Date
must be present in person or by proxy at the Annual Meeting to constitute a
quorum. In determining whether a quorum is present, shareholders who abstain,
cast broker non-votes, or withhold authority to vote on one or more director
nominees will be deemed present at the Annual Meeting.
The following table sets forth certain information regarding the beneficial
ownership at the Common Stock as of December 1, 1998, by each person who is
known by the Holding Company to own beneficially 5% or more of the Common Stock.
Unless otherwise indicated, the named beneficial owner has sole voting and
dispositive power with respect to the shares.
<TABLE>
<CAPTION>
Number of Shares
Name and Address of of Common Stock Percent of
Beneficial Owner (1) Beneficially Owned Class (2)
-------------------- ------------------ ---------
<S> <C> <C>
First Manhattan Co., General Partner 100,000 (3) 6.83%
First Save Associates, L.P. and
Second First Save Associates, L.P. (3)
437 Madison Avenue
New York, New York 10022
Home Federal Savings Bank, Trustee 134,399 (4) 9.18%
501 Washington Street
Columbus, Indiana 47201
John Hancock Mutual Life Insurance Company 90,000 (5) 6.15%
John Hancock Subsidiaries, Inc.
The Berkeley Financial Group
John Hancock Advisers, Inc. (5)
101 Huntington Avenue
Boston, Massachusetts 02199
</TABLE>
- -----------
(1) The information in this chart is based on Schedule 13D and 13G reports
filed by the above-listed persons with the Securities and Exchange
Commission and subsequent communications from such persons. It does not
reflect any changes in those shareholdings which may have occurred since
the date of such filings or communications.
(2) Based upon 1,463,917 shares of Common Stock outstanding which does not
include options for 193,000 shares of Common Stock granted to certain
directors, officers and employees of the Holding Company and MFB Financial.
(3) First Manhattan Co. is a securities broker and dealer and investment
advisor. First Manhattan Co. is the general partner of each of the limited
partnerships which own these shares. First Manhattan Co. has sole voting
and dispositive power with respect to 93,883 of the shares listed above,
and shared voting power with respect to 6,117 of those shares.
(4) These shares are held by the Trustee of the Holding Company's Employee
Stock Ownership Plan. The employees participating in that Plan are entitled
to instruct the Trustee how to vote shares held in their accounts under the
Plan. Unallocated shares held in a suspense account under the Plan are
required under the Plan terms to be voted by the Trustee in the same
proportion as allocated shares are voted.
(5) Sole voting and dispositive power with respect to these shares is held by
John Hancock Advisers, Inc., a registered investment adviser. The other
listed companies directly or indirectly control John Hancock Advisers, Inc.
<PAGE>
PROPOSAL I -- ELECTION OF DIRECTORS
The Board of Directors consists of eight members. The By-Laws provide that
the Board of Directors is to be divided into three classes as nearly equal in
number as possible. The members of each class are to be elected for a term of
three years and until their successors are elected and qualified. One class of
directors is to be elected annually. Directors must have their principal
domicile in St. Joseph County, Indiana, must have had a loan or deposit
relationship with MFB Financial for a continuous period of 12 months prior to
their nomination to the board, and non-employee directors must have served as a
member of a civic or community organization based in St. Joseph County, Indiana
for at least a continuous period of 12 months during the five years prior to
their nomination to the Board. The nominees for director this year are Thomas F.
Hums, Christine A. Lauber, Michael J. Marien, and Charles J. Viater, each of
whom is a current director of the Holding Company. Mrs. Lauber was added to the
Board of Directors in July, 1998, to fill a vacancy on the Board created by an
increase in the number of directors of the Holding Company from seven to eight.
She previously served as an Advisory Director of the Holding Company. If elected
by the shareholders at the Annual Meeting, the terms of Messrs. Hums, Marien,
and Viater will expire in 2002, and the term of Mrs. Lauber will expire in 2001.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the nominees listed below. If any
person named as a nominee should be unable or unwilling to stand for election at
the time of the Annual Meeting, the proxy holders will nominate and vote for a
replacement nominee recommended by the Board of Directors. At this time, the
Board of Directors knows of no reason why the nominees listed below may not be
able to serve as directors if elected.
The following table sets forth certain information regarding the nominees
for the position of director of the Holding Company, including the number and
percent of shares of Common Stock beneficially owned by such persons as of the
Voting Record Date. Unless otherwise indicated, each nominee has sole investment
and/or voting power with respect to the shares shown as beneficially owned by
him. No nominee for director is related to any other nominee for director or
executive officer of the Holding Company by blood, marriage, or adoption, and
there are no arrangements or understandings between any nominee and any other
person pursuant to which such nominee was selected. The table also sets forth
the number of shares of Holding Company Common Stock beneficially owned by all
directors and executive officers of the Holding Company as a group.
<TABLE>
<CAPTION>
Director Common Stock
Director of of the Beneficially
Expiration of MFB Holding Owned as of
Term as Financial Company December 1, Percentage
Name Director Since Since 1998 (1) of Class
- ------------------------------------------------------------------------------------------------------------------
Director Nominees:
- ------------------
<S> <C> <C> <C> <C> <C>
Thomas F. Hums 2002 1961 1994 30,139 2.06%
Christine A. Lauber 2001 1998 1998 200(2) .01%
Michael J. Marien 2002 1987 1994 52,300(3) 3.54%
Charles J. Viater 2002 1995 1995 53,716(4) 3.62%
Directors Continuing in Office:
- -------------------------------
M. Gilbert Eberhart, DDS 2000 1979 1994 41,900(3) 2.84%
Jonathan E. Kintner, O.D. 2000 1977 1994 39,440(3) 2.67%
Marian K. Torian 2001 1975 1994 25,400(5) 1.72%
Reginald H. Wagle 2001 1982 1994 34,100(6) 2.31%
All directors and executive officers
as a group (11 persons) 343,779(7) 21.81%
</TABLE>
- -----------
<PAGE>
(1) Based upon information furnished by the respective director nominees. Under
applicable regulations, shares are deemed to be beneficially owned by a
person if he or she directly or indirectly has or shares the power to vote
or dispose of the shares, whether or not he or she has any economic power
with respect to the shares. Includes shares beneficially owned by members
of the immediate families of the director nominees residing in their homes.
(2) Does not include 12,000 shares subject to a stock option granted under the
MFB Corp 1997 Stock Option Plan (the "1997 Option Plan") which is not
exercisable within 60 days of the Voting Record Date.
(3) Of these shares, 12,000 shares are subject to a stock option granted under
the MFB Corp. Stock Option Plan (the "Option Plan") and 980 are held under
MFB Financial's Recognition and Retention Plan and Trust (the "RRP").
(4) Includes 2,954 whole shares allocated to Mr. Viater under the MFB Financial
Employee Stock Ownership Plan and Trust (the"ESOP") as of September 30,
1997, 1,262 whole shares allocated to his account under the MFB Financial
Employees' Savings & Profit Sharing Plan and Trust (the "401(k) Plan") as
of October 31, 1998, and 22,000 shares subject to a stock option granted
under the Option Plan. Does not include 50,000 shares subject to stock
options granted under the Option Plan and the 1997 Option Plan which are
not exercisable within 60 days of the Voting Record Date.
(5) Of these shares, 11,000 shares are subject to a stock option granted under
the Option Plan, and 980 are held under the RRP.
(6) Includes 19,200 shares held jointly by Mr. Wagle and his spouse, 12,000
shares subject to a stock option granted under the Option Plan, and 980
shares held under the RRP.
(7) The total of such shares includes 112,000 shares subject to stock options
granted under the Option Plan and the 1997 Option Plan, 7,300 shares which
are held under the RRP, 12,652 shares allocated to such persons under the
ESOP, and 2,378 shares allocated to such persons under the 401(k) Plan.
<PAGE>
Presented below is certain information concerning the directors and
director nominees of the Holding Company:
M. Gilbert Eberhart, DDS (age 64) has served as Secretary of MFB Financial
since 1987. He is also a dentist based in Mishawaka.
Thomas F. Hums (age 65) is retired and previously served as President and
Chief Executive Officer of the Holding Company and MFB Financial.
Jonathan E. Kintner, O.D. (age 55) is an optometrist based in Mishawaka.
Christine A. Lauber (age 53) has served as a certified public accountant in
private practice in South Bend, Indiana for more than the last five years.
Michael J. Marien (age 50) is a Sales Representative with Signode
Corporation, a division of ITW.
Marian K. Torian (age 77) serves as the Holding Company's Chairman of the
Board and has served as Chairman of MFB Financial and of MFB Financial Services,
Inc. since 1977. She also served as a teacher with School City of Mishawaka.
Charles J. Viater (age 44) has served as the President and Chief Executive
Officer of the Holding Company and of MFB Financial since September 1, 1995.
During the prior five years, he served as Executive Vice President and Chief
Financial Officer of Amity Federal Savings (Tinley Park, Illinois) which was
acquired by another financial institution in 1995.
Reginald H. Wagle (age 56) has served as Vice President of Memorial Health
Foundation since 1992. Until 1992, he was a free-lance political consultant and
until 1991, he also served as District Director for the Office of United States
Representative John P.
Hiler, Third Congressional District of Indiana.
THE DIRECTORS WILL BE ELECTED UPON RECEIPT OF A PLURALITY OF VOTES CAST AT
THE ANNUAL SHAREHOLDERS MEETING. PLURALITY MEANS THAT INDIVIDUALS WHO RECEIVE
THE LARGEST NUMBER OF VOTES CAST ARE ELECTED UP TO THE MAXIMUM NUMBER OF
DIRECTORS TO BE CHOSEN AT THE MEETING. ABSTENTIONS, BROKER NON-VOTES, AND
INSTRUCTIONS ON THE ACCOMPANYING PROXY TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR
MORE OF THE NOMINEES WILL RESULT IN THE RESPECTIVE NOMINEE RECEIVING FEWER
VOTES. HOWEVER, THE NUMBER OF VOTES OTHERWISE RECEIVED BY THE NOMINEE WILL NOT
BE REDUCED BY SUCH ACTION.
The Board of Directors and its Committees
During the fiscal year ended September 30, 1998, the Board of Directors of
the Holding Company met or acted by written consent twelve times. No director
attended fewer than 75% of the aggregate total number of meetings during the
last fiscal year of the Board of Directors of the Holding Company held while he
served as director and of meetings of committees which he served during that
fiscal year. The Board of Directors of the Holding Company has an Audit
Committee and a Stock Compensation Committee. All committee members are
appointed by the Board of Directors.
The Audit Committee, comprised of all members of the Board of Directors,
recommends the appointment of the Holding Company's independent accountants, and
meets with them to outline the scope and review the results of such audit. The
Audit Committee held one meeting during the fiscal year ended September 30,
1998.
The Stock Compensation Committee administers the Option Plan and the RRPs.
The members of that Committee are Mrs. Torian and Messrs. Eberhart, Kintner,
Marien and Wagle. It held one meeting during the fiscal year ended September 30,
1998.
<PAGE>
The Board of Directors nominated the slate of directors set forth in the
Proxy Statement. Although the Board of Directors of the Holding Company will
consider nominees recommended by shareholders, it has not actively solicited
recommendations for nominees from shareholders nor has it established procedures
for this purpose. Article III, Section 12 of the Holding Company's By-Laws
provides that shareholders entitled to vote for the election of directors may
name nominees for election to the Board of Directors but there are certain
requirements that must be satisfied in order to do so. Among other things,
written notice of a proposed nomination must be received by the Secretary of the
Holding Company not less than 120 days prior to the Annual Meeting; provided,
however, that in the event that less than 130 days' notice or public disclosure
of the date of the meeting is given or made to shareholders (which notice or
public disclosure includes the date of the Annual Meeting specified in the
Holding Company's By-Laws if the Annual Meeting is held on such date), notice
must be received not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made.
Management Remuneration and Related Transactions
Remuneration of Named Executive Officer
During the fiscal year ended September 30, 1998, no cash compensation was
paid directly by the Holding Company to any of its executive officers. Each of
such officers was compensated by MFB Financial.
The following table sets forth information as to annual, long-term and
other compensation for services in all capacities to the Holding Company and its
subsidiaries for the last two fiscal years of the person who served as chief
executive officer of the Holding Company during the fiscal year ended September
30, 1998 (the "Named Executive Officer"). There were no other executive officers
of the Holding Company who earned over $100,000 in salary and bonuses during
that fiscal year.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards
Name Other All
and Annual Restricted Securities Other
Principal Fiscal Compen- Stock Underlying Compen-
Position Year Salary ($)(1) Bonus ($) sation($)(2) Awards($) Options(#) sation($)(3)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles J. Viater, 1998 $151,042 32,500 --- --- 30,000 (4) $25,193
President and Director 1997 $136,858 12,000 --- --- --- 25,193
1996 $127,203 --- --- --- 10,000 (5) 4,750
</TABLE>
(1) Includes fees received for service on MFB Financial's Board of Directors.
(2) The Named Executive Officer of the Holding Company receive certain
perquisites, but the incremental cost of providing such perquisites does
not exceed the lesser of $50,000 or 10% of the officer's salary and bonus.
(3) Includes MFB Financial's contributions to the MFB Financial Employee Stock
Ownership Plan and Trust allocable to the Named Executive Officer.
(4) These options vest at the rate of 20% per year commencing January 20, 1999.
(5) These options vest at the rate of 20% per year commencing August 9, 1997.
<PAGE>
Stock Options
The following table sets forth information related to options granted
during fiscal year 1998 to the Named Executive Officer.
<TABLE>
<CAPTION>
Option Grants - Last Fiscal Year
Individual Grants
% of Total
Options Granted Exercise or
Options to Employees Base Price Expiration
Name Granted(#)(1) In Fiscal Year ($/Share)(2) Date(3)
---- ------------- -------------- ------------ -------
<S> <C> <C> <C> <C> <C>
Charles J. Viater 30,000 66% $26.75 1/19/08
</TABLE>
(1) Options to acquire shares of the Corporation's Common Stock.
(2) The option exercise price may be paid in cash or with the approval of the
Stock Option Committee in shares of the Corporation's Common Stock or a
combination thereof. The option exercise price equaled the market value of
a share of the Corporation's Common Stock on the date of grant.
(3) Mr. Viater's options become exercisable as to 6,000 shares on January 20,
1999, and become exercisable as to 6,000 additional shares on each
anniversary of that date until January 20, 2003 when the options will be
fully vested.
The following table includes the number of shares covered by stock options
held by the Named Executive Officer as of September 30, 1998. Also reported are
the values for "in-the-money" options (options whose exercise price is lower
than the market value of the shares at fiscal year end) which represent the
spread between the exercise price of any such existing stock options and the
fiscal year-end market price of the stock. The Named Executive Officer did not
receive or exercise any stock options during the fiscal year.
Outstanding Stock Option Grants and Value Realized As Of 9/30/98
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-Money
Options at Fiscal Year End Options at Fiscal Year End (1)
-------------------------- ------------------------------
Name Exercisable Unexercisable(2) Exercisable Unexercisable(2)
---- ----------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C>
Charles J. Viater 22,000 38,000 $87,000 $75,500
</TABLE>
(1) Amounts reflecting gains on outstanding options are based on the average
between the high and low prices for the shares on September 30, 1998, which
was $20.50 per share.
(2) The shares represented could not be acquired by the Named Executive Officer
as of September 30, 1998.
<PAGE>
Employment Contracts
MFB Financial has entered into a three-year employment contract with Mr.
Viater, the Holding Company's Named Executive Officer. The contract extends
annually for an additional one-year term to maintain its three-year term if the
Board of Directors of MFB Financial determines to so extend it, unless notice
not to extend is properly given by either party to the contract. Mr. Viater
receives salary under the contract equal to his current salary subject to
increases approved by the Board of Directors. The contract also provides, among
other things, for participation in other fringe benefits and benefit plans
available to MFB Financial's employees. Mr. Viater may terminate his employment
upon sixty days' written notice to MFB Financial. MFB Financial may discharge
him for cause (as defined in the contract) at any time or in certain events
specified by OTS regulations. If MFB Financial terminates Mr. Viater's
employment for other than cause or if Mr. Viater terminates his own employment
for cause (as defined in the contract), he will receive his base compensation
under the contract for an additional three years if the termination follows a
change of control of the Holding Company (as defined below). In addition, during
such period, he will continue to participate in MFB Financial's group insurance
plans or receive comparable benefits. Moreover, within a period of three months
after such termination following a change of control, Mr. Viater will have the
right to cause MFB Financial to purchase any stock options they hold for a price
equal to the fair market value (as defined in the contact) of the shares subject
to such options minus their option price. Mr. Viater's employment may not be
terminated by MFB Financial without cause. If the payments provided for in the
contract, together with any other payments made to Mr. Viater by MFB Financial,
are deemed to be payments in violation of the "golden parachute" rules of the
Code, such payments will be reduced to the largest amount which would not cause
MFB Financial to lose a tax deduction for such payments under those rules. As of
the date hereof, the cash compensation which would be paid under the contracts
if the three-year payment obligation were triggered under the contracts would be
$420,000 to Mr. Viater. For purposes of this employment contract, a change of
control of the Holding Company is generally an acquisition of control, as
defined in regulations issued under the Change in Bank Control Act and the
Savings and Loan Holding Company Act.
The employment contracts provide MFB Financial protection of its
confidential business information and protection from competition by Mr. Viater
should he voluntarily terminate his employment without cause or be terminated by
MFB Financial for cause. Similar contracts have been entered into with respect
to three other executive officers of the Holding Company.
Compensation of Directors
All directors of MFB Financial receive an annual fee of $4,000, plus a fee
of $425 per Board meeting attended. Members of Board Committees, who are not
employees of MFB Financial, are paid a separate fee of $30 per meeting. As
Chairman of the Board of MFB Financial, Mrs. Torian receives additional
directors' fees of $2,600 per year.
Directors of the Holding Company are not currently paid directors' fees.
The Holding Company may, if it believes it is necessary to attract qualified
directors or otherwise beneficial to the Holding Company, adopt a policy of
paying directors' fees.
<PAGE>
Transactions With Certain Related Persons
MFB Financial has followed a policy of offering to its directors and
executive officers real estate mortgage loans secured by their principal
residence and other loans. These loans are made in the ordinary course of
business with the same collateral, interest rates and underwriting criteria as
those of comparable transactions prevailing at the time and do not involve more
than the normal risk of collectibility or present other unfavorable features.
PROPOSAL II -- RATIFICATION OF AUDITORS
The Board of Directors proposes for the ratification of the shareholders at
the Annual Meeting the appointment of Crowe, Chizek and Company LLP, certified
public accountants, as independent auditors for the fiscal year ended September
30, 1999. Crowe, Chizek and Company LLP has served as auditors for MFB Financial
since 1977. A representative of Crowe, Chizek and Company LLP will be present at
the Annual Meeting with the opportunity to make a statement if he so desires. He
will also be available to respond to any appropriate questions shareholders may
have.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, as amended (the
"1934 Act"), requires that the Holding Company's officers and directors and
persons who own more than 10% of the Holding Company's Common Stock file reports
of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Holding Company with copies of
all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it,
and/or written representations from certain reporting persons that no Forms 5
were required for those persons, the Holding Company believes that during the
fiscal year ended September 30, 1998, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners with respect to
Section 16(a) of the 1934 Act were satisfied in a timely manner, except that (1)
a Form 3 for Christine Lauber was filed approximately four months late, and (2)
a Form 5 reporting the exercise by Thomas Hums of stock options for 1,000 shares
was filed approximately two weeks late.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have presented at the next
Annual Meeting of the Holding Company and included in the Holding Company's
proxy statement, must be received at the main office of the Holding Company no
later than 120 days in advance of December 14, 1999. Any such proposal should be
sent to the attention of the Secretary of the Holding Company at 121 South
Church Street, Mishawaka, Indiana, 46544.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than those matters described in the Proxy Statement. However, if any other
matters should properly come before the Annual Meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
<PAGE>
The cost of solicitation of proxies will be borne by the Holding Company.
The Holding Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy material to the beneficial owners of the Common Stock. In addition to
solicitation by mail, directors, officers, and employees of the Holding Company
may solicit proxies personally or by telephone without additional compensation.
Each shareholder is urged to complete, date and sign the proxy and return
it promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ Charles J. Viater
Charles J. Viater, President and
Chief Executive Officer
December 14, 1998
<PAGE>
|X| PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE MFB CORP.
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 19, 1999
The undersigned hereby appoints Michael J. Portolese and Timothy C. Boenne,
with full powers of substitution, to act as attorneys and proxies for the
undersigned to vote all shares of capital stock of MFB Corp. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at the McKinley Branch Office, 411 W. McKinley Avenue, Mishawaka, Indiana, on
Tuesday, January 19, 1999, at 7:00 P.M., and at any and all adjournments
thereof, as follows:
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Please be sure to sign and | Date |
date this Proxy in the box | |
below. | |
| |
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Shareholder sign above Co-holder (if any) sign
above
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<PAGE>
For With- For All
hold Except
1. The election as directors of |_| |_| |_|
Thomas F. Hums, Michael F.
Marien, and Charles J. Viater each
for a three-year term and Christine
A. Lauber for a two-year term
(except as marked to the contrary below).
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
For Against Abstain
2. Ratification of the appointment of |_| |_| |_|
Crowe Chizek & Co. as audi-
tors for the fiscal year ending
September 30, 1999.
The Board of Directors recommends a vote "FOR" each of the listed
propositions.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
This proxy may be revoked at any time prior to the voting thereof.
The undersigned acknowledges receipt from MFB Corp., prior to the execution
of this proxy, of a Notice of the Meeting, a Proxy Statement and an Annual
Report to Shareholders.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
^ Detach above card, sign, date and mail in postage paid envelope provided. ^
MFB CORP.
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Please sign as your name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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