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, $.01 par value
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(Title of Class of Securities)
553519-10-9
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(CUSIP Number)
John W. Yakimow
607 Kalamazoo Avenue
Marshall, Michigan 49068
(616) 781-4141
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 24, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*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. 705385102
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
John W. Yakimow
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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, SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 38,646
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 27,486
PERSON WITH ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
38,646
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10 SHARED DISPOSITIVE POWER
26,851
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,132
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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)
5.2%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of MSB Financial,
Inc. ("MSB Financial") with its main office located at 107 North Park Street,
Marshall, Michigan 49068. All listed amounts have been adjusted to reflect the
10% stock dividend paid by MSB Financial on August 31, 1998 and the two-for-one
stock split paid by MSB Financial in the form of a 100% stock dividend on August
7, 1997.
ITEM 2. IDENTITY AND BACKGROUND
The name and address of the person filing this statement is John W.
Yakimow, at 607 Kalamazoo Avenue, Marshall, Michigan 49068. Mr. Yakimow retired
as the General Manager of Corporate Research and Development of Eaton
Corporation and is a director of MSB Financial. During the last five years, Mr.
Yakimow 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. Yakimow is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 6, 1995, in connection with MSB Financial's initial public
offering of Common Stock, Mr. Yakimow acquired, 44,052 shares of Common Stock.
Between February 6, 1995 and the date hereof, Mr. and Mrs. Yakimow acquired
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2,859 shares of Common Stock. The acquisitions of the foregoing Common Stock
were made with personal funds for an aggregate purchase price of approximately
$221,940.
On October 24, 1995, Mr. Yakimow was awarded 3,176 shares of restricted
Common Stock, which vest annually over a five year period with the last vesting
period expiring on October 24, 2000. Also, on October 24, 1995, Mr. Yakimow was
awarded options to purchase 7,942 share of Common Stock at an exercise price
equal to the fair market value of the Common Stock on the date of grant. Of the
7,942 options that were awarded on October 24, 1995, 6,353 have vested as of the
date hereof. On October 28, 1997 and June 16, 1998, Mr. Yakimow was awarded
options to purchase 6,600 and 3,092 shares of Common Stock respectively at an
exercise price equal to the fair market value of the Common Stock on the date of
the grant. These two awards vested immediately. The awards of restricted Common
Stock and options were granted to Mr. Yakimow at no cost to him.
ITEM 4. PURPOSE OF TRANSACTION
All of the shares acquired by Mr. Yakimow, directly or indirectly, were
acquired for investment purposes. Mr. Yakimow may, from time to time, depending
upon market conditions and other investment considerations, purchase additional
shares of MSB Financial for investment purposes or dispose of shares of MSB
Financial. As a director of MSB Financial, Mr. Yakimow 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.
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Except as noted above, Mr. Yakimow 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 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
(a) Mr. Yakimow beneficially owns an aggregate of 66,132 shares of
Common Stock, constituting 5.2% of the number of shares of such Common Stock
outstanding on the date hereof.
(b) With respect to the 66,132 shares of Common Stock owned
beneficially by Mr. Yakimow, such amounts include:
(1) 22,601 shares over which Mr. Yakimow has sole voting
power.
(2) 26,851 shares over which Mr. Yakimow shares voting power
with his spouse, Karen J. Yakimow, who's address is 607
Kalamazoo Avenue, Marshall, Michigan 49068. Mrs. Yakimow
is self-employed. During the last five years, Mrs.
Yakimow 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 her 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. Yakimow is a citizen of the
United States of America.
(3) 635 shares of restricted Common Stock over which Mr.
Yakimow has shared voting power and no dispositive power.
(4) 22,601 shares of Common Stock over which Mr. Yakimow has
sole dispositive power.
(5) 26,851 shares of Common Stock over which Mr. Yakimow has
shared dispositive power, which includes the 26,851
shares owned by Mrs. Yakimow (See paragraph (2) above).
<PAGE>
(6) Options to purchase 16,045 shares of Common Stock which
upon exercise Mr. Yakimow will have sole voting and sole
dispositive power.
Not included in the above amount are options to purchase 1,589 shares
of Common Stock granted to Mr. Yakimow pursuant to the 1995 Stock Option and
Incentive Plan. These remaining options are scheduled to vest on October 24,
2000. Therefore, on October 24, 2000, Mr. Yakimow will be deemed to be the
beneficial owner of 67,721 shares of Common Stock. Assuming the Company's
aggregate number of issued and outstanding shares of Common Stock remains at
1,271,851 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. Yakimow's beneficial ownership of Common Stock, then Mr.
Yakimow will be deemed to beneficially own 5.3% of the Company's Common Stock
upon the vesting of all such options.
(c) The following transaction involving Mr. Yakimow's beneficial
ownership of Common Stock was effected in the past sixty days:
(1) On October 24, 1999, 635 shares of restricted stock and
options to purchase 1,589 shares of Common Stock vested
at no cost to Mr. Yakimow.
(d) 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. Yakimow.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Yakimow 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,
<PAGE>
or the giving or withholding of proxies. None of the Common Stock beneficially
owned by Mr. Yakimow are 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
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: October 27, 1999 /S/ JOHN W. YAKIMOW
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John W. Yakimow
