UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. )
Under the Securities Exchange Act of 1934
MUTUALFIRST FINANCIAL INC.
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
62845B104
(CUSIP Number)
Frederick DiSanto
C/O Ancora Advisors, LLC
6060 Parkland Boulevard, Suite 200
Cleveland, OH 44124
(216) 825-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications)
May 14, 2015
(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 |___|.
SCHEDULE 13D
CUSIP NO. 62845B104
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ancora Advisors, LLC
33-1033773
________________________________________________________________________________________________
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_| (b) |_|
________________________________________________________________________________________________
3
SEC USE ONLY
________________________________________________________________________________________________
4
SOURCE OF FUNDS
00
________________________________________________________________________________________________
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|_|
________________________________________________________________________________________________
6
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada, United States of America
________________________________________________________________________________________________
NUMBER OF
7
SOLE VOTING POWER
SHARES
375,579
BENEFICIALLY
___________________________________________________________________
OWNED BY
8
SHARED VOTING POWER
EACH
0
REPORTING
___________________________________________________________________
PERSON
9
SOLE DISPOSITIVE POWER
WITH
375,579
___________________________________________________________________
10
SHARED DISPOSITIVE POWER
0
________________________________________________________________________________________________
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,579
________________________________________________________________________________________________
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
________________________________________________________________________________________________
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.09%
________________________________________________________________________________________________
14
TYPE OF REPORTING PERSON
IA
________________________________________________________________________________________________
SCHEDULE 13D
CUSIP NO. 62845B104
1
NAME OF REPORTING PERSON
Frederick DiSanto
________________________________________________________________________________________________
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_| (b) |_|
________________________________________________________________________________________________
3
SEC USE ONLY
________________________________________________________________________________________________
4
SOURCE OF FUNDS
OO
________________________________________________________________________________________________
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|_|
________________________________________________________________________________________________
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
________________________________________________________________________________________________
NUMBER OF
7
SOLE VOTING POWER
SHARES
0
BENEFICIALLY
___________________________________________________________________
OWNED BY
8
SHARED VOTING POWER
EACH
0
REPORTING
___________________________________________________________________
PERSON
9
SOLE DISPOSITIVE POWER
WITH
0
___________________________________________________________________
10
SHARED DISPOSITIVE POWER
0
________________________________________________________________________________________________
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
________________________________________________________________________________________________
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
________________________________________________________________________________________________
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
________________________________________________________________________________________________
14
TYPE OF REPORTING PERSON
IN
________________________________________________________________________________________________
The following constitutes to the Schedule 13D filed by the undersigned
Item 1.
Security and Issuer
This statement relates to the shares of Common Stock of Mutualfirst Financial Inc. The address of the issuer is 110 East Charles Street, Muncie, IN 47305-2419.
Item 2.
Identity and Background
This statement is filed on behalf of Ancora Advisors LLC. Ancora Advisors LLC is registered as an investment advisor with the SEC under the Investment Advisors Act, as amended. Ancora Advisors LLC is the investment advisor to the Ancora Trust, which includes the Ancora Income Fund, Ancora Equity Fund, Ancora Special Opportunity Fund, Ancora/Thelen Small-Mid Cap Fund, and Ancora MicroCap Fund (Ancora Family of Mutual Funds), which are registered with the SEC as investment companies under the Investment Company Act, as amended.
Ancora Advisors LLC has the power to dispose of the shares owned by the investment clients for which it acts as advisor, including Merlin Partners, the AAMAF LP, Birchwald Partners LP, Ancora Catalyst Fund LP, Pondfield LP and the Ancora Greater China Fund LP for which it is also the General Partner, and the Ancora Family of Mutual Funds. Ancora Advisors disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.
During the last five years the Reporting Person has not been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he was or is 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 finding any violation with respect to such laws.
Item 3.
Source and Amount of Funds or Other Consideration
Ancora Advisors owns no Shares directly but Ancora Advisors may be deemed to own (within the meaning of Rule 13(d)(3) of the Securities Exchange Act of 1934) Shares purchased for or transferred to the accounts of investment management clients. Ancora Advisors disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.
Merlin Partners, AAMAF LP, Birchwald Partners LP, Ancora Catalyst Fund LP, Pondfield LP, Ancora Greater China Fund LP, Ancora Family of Mutual Funds, Employees of Ancora Advisors LLC and Owners of Ancora Advisors LLC. have used available and uncommitted cash to purchase shares of the Issuer.
Item 4.
Purpose of Transaction
The shares of Common Stock covered by this Schedule 13D were acquired in recent months by Ancora Advisors, LLC for investment purposes in the ordinary course of business. Ancora purchased shares based on its belief that the value of the bank is in excess of the current share price. Ancora representatives have met with senior management of the Company and plan to continue to engage management and members of the Board of Directors in dialogue. Ancora Advisors, LLC reserves the right to purchase or otherwise acquire additional securities of the Issuer, or sell or otherwise dispose of any securities of the Issuer beneficially owned by them. In each case, in the open market or in privately negotiated transactions, to the extent deemed advisable by Ancora Advisors, LLC in light of their general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. Ancora Advisors, LLC may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.
The Advisor previously nominated multiple candidates to the Issuer’s Board of Directors and encouraged the company to remove the requirement in its bylaws that a board member must live in the counties in which the bank does business. In order to avoid the cost and time related to a proxy contest the Advisor agreed to abandon its plan after the Issuer changed its bylaws to allow board members from outside the county and nominated a third party institutional shareholder to sit on its board.
While representatives of the Advisor generally like Mr. Heeter on a personal level and believe he is making the best of the current situation, the Advisor continues to have concerns about the bank’s strategy of remaining independent. Based on recent earnings that indicate a sub-par Return on Equity despite a fully deployed balance sheet, it is difficult to chart a path in which MutualFirst achieves a return commensurate with its cost of capital. Instead, it is more likely the bank will continue to muddle along until the next downturn in the cycle where the bank’s shareholders will once again be exposed to significant downside risk. This is made more likely by the bank’s weak currency which trades at approximately 1.15x Tangible Book Value, thereby resulting in an inability to execute meaningful accretive acquisitions that work for shareholders.
Based on our analysis we believe the bank would achieve a valuation in excess of $30 per share in a merger with a larger, more well capitalized partner. We also believe shareholders would benefit from a very large (likely 100%+) increase in the dividend yield from the current price. We would encourage the bank’s board to compare our modeled outcome in a merger relative to the current path of $1.40-$1.50 per share in annual earnings growing at a very slow rate paired with the cyclical risks inherent in all banks.
Item 5.
Interest in Securities of the Issuer
Set forth below, Ancora Advisors LLC, in the aggregate, are the number of Shares which may be deemed to be beneficially owned as of May 19, 2015 and the percentage of the Shares outstanding represented by such ownership (based on 7,374,702 shares outstanding as of May 6, 2015):
Name | No. Of Shares | Percent of Class |
Ancora Owners/Employees (1) | 0 | 0.00% |
Ancora Funds & Partnerships (2) | 365,829 | 4.96% |
Ancora Advisors SMA (3) | 9,750 | 0.13% |
Total | 375,579 | 5.09% |
(1) These Shares are owned by the owners and employees of Ancora Advisors LLC.
(2) These Shares are owned by the Ancora Family of Mutual Funds and/or Investment Partnerships, including Merlin Partners, the AAMAF LP, Birchwald Partners LP, Ancora Catalyst Fund LP, Pondfield LP and the Ancora Greater China Fund LP for which it is also the General Partner, of which Ancora Advisors acts as the discretionary portfolio manager.
(3) These Shares are owned by investment clients of Ancora Advisors. Ancora Advisors does not own these shares directly, but by virtue of Ancora Advisors Investment Management Agreement with the investment clients of Ancora Advisors, each may be deemed to beneficially own Shares by reason of their power to dispose of such Shares. Ancora Advisors disclaims beneficial ownership of such Shares.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7.
Material to be Filed as Exhibits
Exhibit A: “Relevant Transactions in Shares” in the past 60 days.
Date of Transaction | Buy/Sell | Amount of Securities | Price Per Share |
5/14/2015 | Buy | 8,150 | 20.9961 |
5/15/2015 | Buy | 1,150 | 20.9000 |
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.
Dated:
May 21, 2015
ANCORA ADVISORS, LLC
By: /s/ Frederick DiSanto
Frederick DiSanto
Chief Executive Officer
