UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 2, 2005
MFB Corp.
(Exact Name of Registrant as Specified in Its Charter)
Indiana 0-23374
(State or Other Jurisdiction of Incorporation)(Commission File Number)
35-1907258
IRS Employer Identification No.)
4100 Edison Lakes Parkway, Suite 300,
P.O. Box 528, Mishawaka, Indiana 46546
(Address of Principal Executive Offices) (Zip Code)
(574) 277-4200
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Material Definitive Agreement.
MFB Corp.'s wholly owned banking subsidiary, MFB Financial, and Mellinger
Financial Services, Inc., operator of Northwestern Mutual Financial
Network-South Bend ("Tenant"), have entered into a lease agreement as of
February 2, 2005. MFB Financial will lease to Tenant approximately 15,000 square
feet on the second floor of MFB Corp.'s corporate headquarters located in the
Edison Lakes office park in Mishawaka, Indiana.
The lease term extends for 84 months, or 7 years, commencing when the space is
built out and delivered to Tenant, anticipated to occur in May 2005. The term
may be renewed by the Tenant for 2 additional 5-year terms, with an agreed-upon
increase in rent, provided that the Tenant is not in default under the lease.
MFB Financial has also granted the Tenant a right of first refusal to additional
space contiguous to its leased space, if it becomes available.
In addition to basic rent payable to MFB Financial monthly during the lease
term, the Tenant has agreed to pay additional rent in the form of the Tenant's
percentage share of the operating costs of the building.
Both MFB Financial and the Tenanat have undertaken specific responsibilities
under the terms and conditions of the lease, such as MFB Financial's obligations
as a landlord to maintain the building and the leased premises in an appropriate
manner, and a default by either party of these obligations may lead to
cancellation of the lease and or other remedies available at law or in the lease
agreement. In addition, each party has agreed to indemnify and hold the other
party harmless from losses caused by or suffered as a result of violations of
the lease obligations.
Tenant is the general agent for a sales territory for The Northwestern Life
Insurance Company, a Wisconsin corporation ("Northwestern Life"). MFB Financial,
the Tenant and Northwestern Life have entered into an agreement supplemental and
attached to the lease agreement pursuant to which the parties agree that the
Tenant may voluntarily assign the lease to Northwestern Life or to any successor
general agent for the sales territory, and the assignee will assume and continue
to be obligated to MFB Financial under the lease. Further, if for any reason the
Tenant's agreement to serve as a general agent for Northwestern Life is
terminated, then Northwestern Life or the successor general agent will
automatically be assigned and assume the lease obligations to MFB Financial.
In addition, The Northwestern Mutual Life Insurance Company, a Wisconsin
corporation ("Northwestern Mutual") has, as a condition to the lease, executed
and delivered a Lease Guaranty in favor of MFB Financial. Northwestern Mutual
irrevocably guarantees to MFB Financial the full and prompt payment and
performance by Tenant (including Northwestern Life or any successor general
agent which becomes the Tenant by assignment) of the obligations under the
lease, to the extent those obligations are not increased or expanded by any
options or other actions of the Tenant.
MFB Financial announced the lease agreement in a press release dated February 2,
2005, a copy of which is attached as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
99.1 Press Release issued February 2, 2005.
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 hereto duly authorized.
Date: February 2, 2005 MFB Corp.
By: /s/ Charles J. Viater
Charles J. Viater,
President and CEO
Exhibit 99.1
For Immediate Release
For more information contact:
Charles Viater (574) 273-7601
Northwestern Mutual Financial Network-South Bend to move its offices to MFB
Plaza
(South Bend, Indiana, 2-02-05)--MFB Corp (the "Company"), the parent company of
MFB Financial (the "Bank") announced today that Northwestern Mutual Financial
Network-South Bend will move its offices to newly renovated space at the Bank's
new corporate headquarters located in the Edison Lakes office park in Mishawaka,
Indiana. Richard D. Mellinger, Managing Partner of Northwestern Mutual indicated
they will occupy approximately 15,000 square feet at MFB Plaza, 4100 Edison
Lakes Parkway. . "Space planning has already begun and we expect to move in by
May of this year," according to Mr. Mellinger.
"Northwestern Mutual is a highly respected organization that will enhance the
image of the Plaza as the premier professional office center in the area. They
have committed to long term occupancy here at the Plaza and we are very pleased
to have them join us," said Charles Viater, President and CEO of MFB Financial.
MFB purchased the building in November, 2003 from US Steel, who acquired the
building as part of their acquisition of National Steel earlier that same year.
The ten year old, three story structure has approximately 114,000 square feet of
useable space. After modifying the building to meet its needs, the Bank
completed its move into the Plaza this past summer and occupies the third floor
and a portion of the first. Northwestern Mutual will move in on the second
floor.
Northwestern Mutual Financial Network-South Bend has approximately eighty
Financial Representatives throughout Northern Indiana, who are part of a network
of specialists offering a wide array of products. They provide expert guidance
on insurance, investment products and services, retirement and estate planning,
education funding and employee benefits as the sales and distribution arm of
Northwestern Mutual Life Insurance Company, Milwaukee, Wisconsin.
MFB Corp.'s wholly-owned bank subsidiary, MFB Financial, provides
retail and business financial services to the Michiana area through its eleven
banking centers in St. Joseph and Elkhart counties.