-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Asd8hI4lzLUTpr4Ddr9yQkep+FM9af5Fb6VfPd0f5wLCF5wn+cQiuIxy4J/c2G8b k2W8hLZwhwEtYM7NHNAkYg== 0000927089-05-000042.txt : 20050209 0000927089-05-000042.hdr.sgml : 20050209 20050209163323 ACCESSION NUMBER: 0000927089-05-000042 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050209 DATE AS OF CHANGE: 20050209 GROUP MEMBERS: MUTUALFIRST FINANCIAL, INC. EMPLOYEE STOCK OWNERSHIP PLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MUTUALFIRST FINANCIAL INC CENTRAL INDEX KEY: 0001094810 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 371392810 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58415 FILM NUMBER: 05589091 BUSINESS ADDRESS: STREET 1: 110 E CHARLES STREET CITY: MUNCIE STATE: IN ZIP: 47305 BUSINESS PHONE: 7657472800 MAIL ADDRESS: STREET 1: 110 E CHARLES STREET CITY: MUNCIE STATE: IN ZIP: 47305 FORMER COMPANY: FORMER CONFORMED NAME: MFS FINANCIAL INC DATE OF NAME CHANGE: 19990910 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANKERS TRUST CO NA CENTRAL INDEX KEY: 0000941473 IRS NUMBER: 370622729 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1201 BROADWAY CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172288064 MAIL ADDRESS: STREET 1: 1201 BROADWAY CITY: QUINCY STATE: IL ZIP: 62301 SC 13G/A 1 mf13g05.htm UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

MutualFirst Financial, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

62845B 104

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

    [X]   Rule 13d-1(b)
    [   ]   Rule 13d-1(c)
    [   ]   Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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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CUSIP NO. 62845B 104

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only) Mutual Federal Savings Bank Employee Stock Ownership Plan IRS I.D. No. 37-1392810
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) (b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Not applicable

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
	5	SOLE VOTING POWER 317,842
	6	SHARED VOTING POWER 130,117
	7	SOLE DISPOSITIVE POWER 447,959
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 447,959
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.4%
12	TYPE OF REPORTING PERSON EP

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CUSIP NO. 62845B 104

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only) First Bankers Trust Services, Inc. IRS I.D. No. 20-1171923
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) (b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
	5	SOLE VOTING POWER 317,842
	6	SHARED VOTING POWER 130,117
	7	SOLE DISPOSITIVE POWER 447,959
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 447,959
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.4%
12	TYPE OF REPORTING PERSON CO

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ITEM 1(a)	Name of Issuer: MutualFirst Financial, Inc. (the "Corporation")
ITEM 1(b)	Address of Issuer's Principal Executive Officers: 110 E. Charles Street Muncie, Indiana 47305-2400
ITEM 2(a)	Names of Persons Filing: Mutual Federal Savings Bank Employee Stock Ownership Plan (the "ESOP"). First Bankers Trust Services, Inc. (the "Trustee"), the trustee of the ESOP. The Trustee may also be deemed to beneficially own the shares held by the ESOP.
ITEM 2(b)	Address of Principal Business Office: The business address of the ESOP is: c/o MutualFirst Financial, Inc. 110 E. Charles Street Muncie, Indiana 47305-2400 The business address of the Trustee is: 2321 Kochs Lane, P.O. Box 4005, Quincy, Illinois, 62305-4005
ITEM 2(c)	Citizenship: The Trustee is an Illinois state chartered trust company.
ITEM 2(d)	Title of Class of Securities: Common stock, par value $.01 per share (the "Common Stock").
ITEM 2(e)	CUSIP Number: 62845B 104

ITEM 3	If this statement is filed pursuant to Section 240.13d-2(b) or (c), check whether the person filing is:
	(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	[ ]	An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
	(f)	[ x ]	An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
	(j)	[ ]	Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

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ITEM 4	Ownership: The ESOP holds an aggregate of 447,959 shares of Common Stock (9.4% of the outstanding shares). The ESOP has sole voting power with respect to shares held by it which have not been allocated to participant accounts, shared voting power with respect to shares held by it which have been allocated to participant accounts and sole dispositive power with respect to all shares (allocated and unallocated) held by the ESOP. The Trustee may be deemed to beneficially own the 447,959 shares held by the ESOP. However, the Trustee expressly disclaims beneficial ownership of all of such shares. Other than the shares held by the ESOP, the Trustee does not beneficially own any shares of Common Stock. Pursuant to the ESOP, participants in the ESOP are entitled to instruct the Trustee as to the voting of the shares allocated to their ESOP accounts. On each issue with respect to which shareholders are entitled to vote, the Trustee is required to vote the shares held by the ESOP which have not been allocated to participant accounts in the manner directed under the ESOP.
ITEM 5.	Ownership of Five Percent or Less of a Class: Not Applicable.
ITEM 6.	Ownership of More Than Five Percent on Behalf of Another Person: Not Applicable.
ITEM 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable.
ITEM 8.	Identification and Classification of Members of the Group: Not Applicable.
ITEM 9.	Notice of Dissolution of Group: Not Applicable.

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ITEM 10

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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: February 9, 2005	MUTUALFIRST FINANCIAL, INC. EMPLOYEE STOCK OWNERSHIP PLAN
		By:	/s/ Kjersti Cory First Bankers Trust Services, Inc., as Trustee
		Name: Title:	Kjersti Cory Trust Officer

Date: February 9, 2005	FIRST BANKERS TRUST SERVICES, INC.
		By:	/s/ Kjersti Cory
		Name: Title:	Kjersti Cory Trust Officer

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February 9, 2005

MutualFirst Financial, Inc.
Employee Stock Ownership Plan
110 E. Charles Street
Muncie, Indiana 47305-2400

Dear Sir/Madam:

This letter hereby confirms the agreement and understanding between you and the undersigned that the Schedule 13G being filed with the Securities and Exchange Commission on or about this date is being filed on behalf of each of us.

Sincerely,

FIRST BANKERS TRUST SERVICES, INC.

By:	/s/ Kjersti Cory Name: Kjersti Cory Title: Trust Officer

MUTUALFIRST FINANCIAL INC. EMPLOYEE
STOCK OWNERSHIP PLAN

By:	/s/ Kjersti Cory First Bankers Trust Services, Inc., as Trustee Name: Kjersti Cory Title: Trust Officer

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