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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
MSB FINANCIAL, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
553519-10-9
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(CUSIP Number)
CHARLES B. COOK
107 NORTH PART STREET, MARSHALL, MICHIGAN 49068, (616) 781-5103
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 25, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box __.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 553519-10-9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARLES B. COOK
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) __
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7. SOLE VOTING POWER
32,372 (see Item 5)
SHARES ----------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 2,565 (see Item 5)
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OWNED BY 9. SOLE DISPOSITIVE POWER
23,184 (see Item 5)
EACH REPORTING ----------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 5,977 (see Item 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,937 (see Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES __
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (see Item 5)
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14. TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
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The class of equity securities to which this statement
relates is the Common Stock, $.01 par value (the "Common Stock"),
of MSB Financial, Inc. ("MSB Financial"), located at 107 N. Park
St., Marshall, Michigan 49068.
Item 2. Identity and Background
-----------------------
The name and address of the person filing this statement is
Charles B. Cook, 107 N. Park St., Marshall, Michigan 49068. Mr.
Cook is the President and Chief Executive Officer of MSB
Financial and its subsidiary Marshall Savings Bank, F.S.B. at the
address stated above. During the last five years, Mr. Cook has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in him being subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or being found in violation with respect to such
laws.
Mr. Cook is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
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On February 6, 1995, in connection with the Company's
initial public offering of Common Stock, Mr. Cook acquired 17,530
shares of Common Stock with personal funds. On the same date,
Mr. Cook's spouse purchased 2,470 shares of Common Stock with
personal funds for her IRA account. The foregoing purchases were
made for an aggregate purchase price of $200,000.
On May 1, 1995 Mr. Cook acquired 500 shares of Common Stock
for $6,500 of personal funds. Mr. Cook is also the beneficial
owner of 3,412 shares of Common Stock allocated to his ESOP
account. In addition, on October 24, 1995, Mr. Cook was awarded
7,220 shares of Common Stock through the Company's Recognition
and Retention Plan, of which 1,444 shares have vested. As well,
on October 24, 1995, Mr. Cook was awarded 18,050 options to
purchase shares of Common Stock at $15.625 per share through the
Company's 1995 Stock Option and Incentive Plan. On October 24,
1996, 3,610 options vested and are included in Mr. Cook's
beneficial ownership.
In addition, on February 5, 1997 Mr. Cook purchased 100
shares of Common Stock, and Mr. Cook's spouse acquired 95 shares
of Common Stock for her IRA account. These February 5, 1997
Common Stock purchases were made with personal funds at $21.00
per share.
Page 3 of 7
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Item 4. Purpose of Transaction
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All of the shares purchased and/or acquired by Mr. Cook are
for investment purposes. Mr. Cook may, from time to time,
depending upon market conditions and other investment
considerations, purchase additional shares of MSB Financial for
investment or dispose of shares of MSB Financial. As President
and Chief Executive Officer, Mr. Cook regularly explores
potential actions and transactions which may be advantageous to
MSB Financial, including, but not limited to, possible mergers,
acquisitions, reorganizations or other material changes in the
business, corporate structure, management, policies, governing
instruments, capitalization, securities or regulatory or
reporting obligations of MSB Financial.
Except as noted above, Mr. Cook has no plans or proposals
which relate to or would result in:
(a) the acquisition by any person of additional securities
of MSB Financial, or the disposition of securities by MSB
Financial;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving MSB Financial or
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
MSB Financial or any of its subsidiaries;
(d) any change in the present Board of Directors or
management of MSB Financial, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the Board;
(e) any material change in the present capitalization or
dividend policy of MSB Financial;
(f) any other material change in MSB Financial's business
or corporate structure;
(g) changes in MSB Financial's articles of incorporation,
bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of MSB Financial by
any persons;
(h) causing a class of securities of MSB Financial to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-quotation system of a
registered national securities association;
(i) a class of equity securities of MSB Financial becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer
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As of the date of this report, the aggregate number of
shares of Common Stock beneficially owned by Mr. Cook for the
purpose of this statement is 34,937 shares (including the right
to acquire 3,610 shares) representing 5.5% of the shares of
Common Stock outstanding on the date hereof. Such amount
includes:
(1) 32,372 shares over which Mr. Cook has sole voting
power;
(2) 2,565 shares over which Mr. Cook shares voting
power with his spouse, Shirley A. Cook, who's
address is 752 North Kalamazoo Avenue, Marshall,
Michigan 49068. Mrs. Cook is a part-time retail
clerk. Mrs. Cook has purchased these shares for
her IRA account. During the last five years, Mrs.
Cook has not been convicted in a criminal
proceeding (excluding traffic violations or
similar misdemeanors), or been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction which resulted in him being
subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or being found in violation with
respect to such laws.
Mrs. Cook is a citizen of the United States of
America.
(3) 23,184 shares over which Mr. Cook has sole
dispositive power;
(4) 5,977 shares over which Mr. Cook has shared
dispositive power including 2,565 shares owned by
Mrs. Cook in her IRA account (see paragraph (2))
and 3,412 shares allocated to Mr. Cook's ESOP
account, over which the ESOP trustee shares
dispositive power.
Not included in the above amount are options to purchase
14,440 shares of Common Stock granted to Mr. Cook pursuant to the
1995 Stock Option and Incentive Plan. These remaining options
are scheduled to vest annually in equal amounts of 3,610 shares
on October 24 for the years 1997 through 2000. Therefore, on
August 25, 2000, Mr. Cook will be deemed to be the beneficial
owner of 52,987 shares of Common Stock. Assuming the Company's
aggregate number of issued and outstanding shares of Common Stock
remains at 632,036 shares (the number of issued and outstanding
shares of Common Stock as of the date of this filing exclusive of
the unvested options) and that there are no other changes in Mr.
Cook's beneficial ownership of Common Stock, then Mr. Cook will
be deemed to beneficially own 8.2% of the Company's Common Stock
upon the vesting of all such options.
The following transactions involving Mr. Cook's beneficial
ownership of Common Stock were effected in the past sixty days:
(a) on February 5, 1997 Mr. Cook acquired 100 shares of Common
Stock at $21.00 per share through a purchase from the Nasdaq
SmallCap Market System effected through a broker; and (b) on
February 5, 1997 Ms. Cook acquired 95 shares of Common Stock at
$21.00 per share for her IRA account, purchased through a broker
from the Nasdaq SmallCap Market System.
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No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares held by Mr. Cook.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
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There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Cook and any other
person with respect to any securities of the issuer, including
but not limited to, transfer or voting of any of such securities,
finder's fees, joint ventures, loan or option arrangements, put
or calls, guarantees of profits, divisions of profits or loss, or
the giving or withholding of proxies. None of the Common Stock
beneficially owned by Mr. Cook is pledged or otherwise subject to
a contingency the occurrence of which would give another person
voting power or investment power over such shares.
Item 7. Material to be Filed as Exhibits
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None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Statement is true, complete and correct.
Date: March 19, 1997 /s/ Charles B. Cook
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Charles B. Cook
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