UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(b) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2004
MFB CORP.
(Exact name of registrant as specified in its charter)
INDIANA
(State or other jurisdiction of incorporation)
0-23374 35-1907258
(Commission File Number) (IRS Employer Identification No.)
4100 Edison Lakes Parkway, Suite 300
P.O. Box 528
Mishawaka, Indiana 46546
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (574) 277-4200
Item 2. Acquisition or Disposition of Assets
On August 6, 2004, the Registrant completed the previously announced
transaction whereby Registrant's wholly-owned subsidiary, MFB Financial, has
acquired certain assets and assumed certain liabilities of Sobieski Bank (the
"Acquisition").
Under the terms of the agreement, MFB Financial paid Sobieski Bank $1.156
million, subject to post closing adjustments to be finalized within the next 10
days.
As of June 30, 2004, Sobieski Bank, located in South Bend, Indiana, had
approximately $105.1 million of assets and approximately $102.4 million of
liabilities. Among items excluded from the Acquisition under the agreement were
certain troubled and/or substandard assets, including certain commercial loans,
real estate owned, assets seized in connection with litigation related to
fraudulent activity affecting Sobieski Bank, and other items. The transaction
was structured as an asset purchase and MFB Financial generally did not assume
any of any of Sobieski's contingent liabilities. Sobieski Bank and its holding
company, Sobieski Bancorp, Inc., have agreed to indemnify and protect MFB
Financial against liabilities not assumed by MFB Financial in the transaction.
As a result of the transaction, Registrant is expected to increase its
total assets to approximately $548 million. MFB Financial is now operating the
three Sobieski retail offices, all located in South Bend, as branch facilities
under the MFB Financial name. The acquisition expands MFB Financial's offering
of retail and small business financial services to eleven banking centers in the
St. Joseph and Elkhart county metropolitan area.
Pursuant to General Instruction F to Form 8-K, the press release issued
August 6, 2004, concerning the closing of the Acquisition is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
When used in this Current Report on Form 8-K, the words or phrases "pro
forma," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project" or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and uncertainties, including, among other things, the possibility that
expected cost savings from the Acquisition cannot be fully realized or realized
within the expected time frame, the possibility that revenues following the
Acquisition may be lower than expected, changes in economic conditions in the
Registrant's market area, changes in policies by regulatory agencies,
fluctuations in interest rates, and demand for loans in Registrant's market area
and competition, that could cause actual results to differ materially from
historical results and those presently anticipated or projected. Readers should
not place undue reliance on any such forward-looking statements, which speak
only as of the date made. The factors listed above could affect the Registrant's
financial performance and could cause the Registrant's actual results for future
periods to differ materially from any opinions or statements expressed with
respect to future periods in any current statements.
The Registrant does not undertake and specifically declines any obligation
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements or Business Acquired.
1. The financial statements of Sobieski Bancorp, Inc., including its
consolidated statements of financial condition as of June 30, 2003 and
2002, and related consolidated statements of operations, comprehensive
loss, stockholders' equity and cash flows for each of the two years in the
period ended June 30, 2003, are attached hereto as Exhibit 99.2.
2. The unaudited financial statements of Sobieski Bancorp, Inc.,
including its condensed consolidated statement of financial condition as of
March 31, 2004, and related consolidated statements of income (loss) and
comprehensive income (loss) for the three and nine months ending March 31,
2004 and 2003 and cash flows for the nine months ended March 31, 2004 and
2003 are attached hereto as Exhibit 99.3.
(b) Pro Forma Financial Statements.
The pro forma financial information required by this Item 7(b) will be
filed by amendment to this Current Report on Form 8-K no later than 60 days
after the date that this report is required to be filed with the Securities
and Exchange Commission.
(c) Exhibits
Exhibit 2 -- Purchase and Assumption Agreement among MFB Financial,
Sobieski Bank, and Sobieski Bancorp, Inc. dated April 25, 2004
(incorporated by reference from Exhibit A to the Registrant's Form 8-K
filed with the Commission on April 26, 2004).
Exhibit 99.1 -- Press release dated August 6, 2004 announcing the
closing of the Acquisition.
Exhibit 99.2 -- Audited Consolidated Statement Financial Condition as
of June 30, 2003 and 2002 and Consolidated Statements of Operations and
Comprehensive Loss, Changes in Stockholders' Equity, and Cash Flows for
each of the two years in the period ended June 30, 2003, for Sobieski
Bancorp, Inc.
Exhibit 99.3 -- Unaudited Condensed Consolidated Statement of
Financial Condition as of March 31, 2004, and related consolidated
statements of income (loss) and comprehensive income (loss) for the three
and nine months ending March 31, 2004 and 2003 and cash flows for the nine
months ended March 31, 2004 and March 31, 2003, of Sobieski Bancorp, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
/s/ Charles J. Viater
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Charles J. Viater, President and CEO
Dated: August 12, 2004
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