UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934 Date of Report(Date of earliest event reported): DECEMBER 6, 1996 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.) 121 South Church Street Post Office Box 528 Mishawaka, Indiana 46544 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (219)255-3146 Item 5. Other Events Pursuant to General Instruction F to Form 8-K, the press release issued December 6, 1996 concerning the Board of Directors' approval of up to five (5%) of the Registrant's outstanding shares of Common Stock is incorporated herein by reference and is attached hereto as Exhibit 1. Item. 7. Financial Statements and Exhibits (c) Exhibits Exhibit 1 - Press Release dated December 6, 1996. 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 authorzed. Timothy C. Boenne, Vice President Dated December 16, 1996 EXHIBIT 1 December 6, 1996 Point of Contact: Charles J. Viater MFB Corp. ANNOUNCES STOCK REPURCHASE PROGRAM 	Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC), (the "Corporation"), parent company of Mishawaka Federal Savings (the "Bank"), announced today that the Board of Directors has approved the repurchase of an additional 89,066 shares of the Corporation's outstanding common stock, without par value, a number of shares equal to approximately 5% of its outstanding shares. Repurchases may begin as early as December 9, 1996, as the required regulatory approval has been received. Since the company completed its conversion to a publicly-owned stock company on March 24, 1994, it has completed the repurchase of 520,834 shares at an average price of $15.29 per share. Charles J. Viater, President/CEO indicated that "the repurchase of our shares should benefit both our share- holders and the company and is consistent with our ongoing efforts to improve shareholder value." The Board believes that the Corporation's shares are from time to time undervalued by the market and this program will have the effect of enhancing the book value per share and the potential for growth in earnings per share of the Corporation's remaining outstanding shares. The Bank is a wholly owned subsidiary of MFB Corp., with assets of $225 million as of September 30, 1996. The Bank provides retail and small business financial services to the South Bend/ Mishawaka area through its main office in Mishawaka and three branch locations throughout the community. MFB CORP. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) June 30, 1996 and September 30, 1995 (in thousands) 	June 30,	September 30, 	1996	1995 ASSETS Cash and due from financial institutions	$ 579	$ 2,063 Interest-earning deposits in other financial institutions	 646	 5,391 	Cash and cash equivalents	1,225	7,454 Interest-earning time deposits in other financial institutions	991	1,880 Securities available-for-sale	40,267	--- Securities held-to-maturity	--- 	40,117 Other securities - Federal Home Loan Bank stock	1,336	1,271 Mortgage-backed and related securities available-for-sale	24,780	--- Mortgage-backed and related securities held-to-maturity	--- 	11,905 Total loans	139,095	121,491 Less allowance for loan losses	 (333)	 (310) 	Loans receivable, net	138,762	121,181 Accrued interest receivable	857	818 Premises and equipment, net	1,939	1,977 Other assets	402	462 	Total Assets	$210,559	$187,065 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities 	Deposits	$153,962	$144,552 	Advances from borrowers for taxes and insurance	1,129	2,169 	Borrowed Funds	17,500	--- 	Accrued expenses and other liabilities	 277	 2,345 	 Total Liabilities	172,868	149,066 Shareholders' Equity 	Common Stock	18,284	19,657 	Retained earnings	20,904	19,732 	Employee stock ownership plan	(950)	(1,100) 	Recognition and retention plans	(210)	(290) 	Net unrealized depreciation on securities available-for sale, net of tax	 (337)	 --- 	 Total shareholders' equity	 37,691	37,999 Total Liabilities and Shareholders' Equities	$210,559	$187,065 	 MFB CORP. AND SUBSIDIARY Consolidated Statement of Income (Unaudited) Three Months and Nine Months Ended June 30, 1996 and 1995 (in thousands) 	Three Months Ended June 30,	Nine Months Ended June 30, 	1996	1995	1996	1995 Total interest income	$3,633	$3,125	$10,248	$9,239 Total interest expense	2,050	1,743	 5,816	4,969 Net interest income	1,583	1,382	4,432	4,270 Provision for loan losses	 8	 7	 23	 23 Net interest income after provision for loan losses	1,575	1,375	4,409	4,247 Total noninterest income	 91	80	295	236 Total noninterest expense	 963	935	2,758	2,827 Income before income taxes	703	520	1,946	1,656 Income tax expense	279	207	774	659 	Net Income	$424	$313	$1,172	$997 Earnings per common and common equivalent share	$ .22	$ .15	$ .60	$ .49 Earnings per share assuming full dilution	$ .22	$ .15	$ .60	$ .49 EXHIBIT 2 July 17, 1996 Point of Contact: Charles J. Viater MFB Corp. ANNOUNCES DIVIDEND Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC), (the "Corporation"), parent company of Mishawaka Federal Savings (the "Bank") based in Mishawaka, Indiana announced today that the Corporation has declared a cash dividend of $.06 on each share of its Common Stock for the quarter ended June 30, 1996. The dividend is payable on August 20, 1996 to holders of record on August 6, 1996. "This initial dividend is part of our ongoing effort to reward our shareholders for the confidence they have shown in the Bank over the years" according to Charles J. Viater, President and CEO of both the Corporation and the Bank. "We trust that this action today will serve to reinforce that confidence." The Bank is a wholly owned subsidiary of MFB Corp. with assets of $211 million as of June 30, 1996.