Filing Details

 

 

 

 

 

This amended Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of MutualFirst Financial, Inc. (the “Company” or “MutualFirst”).  The address of the principal executive offices of the Company is 110 E. Charles Street, Muncie, IN 47305-2419.

 

Item 2.

Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this Schedule 13D are collectively the “PL Capital Group.”

 

·	Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);

·	Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);

·	PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);

·	PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;

·	PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;

·	Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);

·	Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP; and

·	John W. Palmer and Richard J. Lashley, as (1) Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) for shares held in their Individual Retirement Accounts (IRA).

The joint filing agreement of the PL Capital Group is attached as Exhibit 1 to this Amended Schedule 13D.  Previously, the PL Capital Defined Benefit Pension Plan (the “Pension Plan”) was part of the PL Capital Group.  However, on December 12, 2014, the Pension Plan was dissolved and the shares held by the Pension Plan were transferred to Messrs. Palmer and Lashley for no consideration, as the beneficiaries of the Pension Plan.

 

 

 

 

(2)

shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP; and

(3)

shares of Common Stock held by Mr. Palmer in his IRA and personal name and Mr. Lashley in his IRA.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 328, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.

 

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 708,060 shares of Common Stock of the Company acquired at an aggregate cost of $9,703,612.

 

 

From time to time, various members of the PL Capital Group may have purchased Common Stock on margin provided by Goldman Sachs & Co. (“Goldman Sachs”) or BNP Paribas Prime Brokerage Inc. (“BNP Paribas”)”) on such firms’ usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, no members of the PL Capital Group have margin or other loans from Goldman Sachs, BNP Paribas or others secured by Common Stock.

 

The amount of funds expended by Financial Edge Fund to acquire the 347,651 shares of Common Stock it holds in its name is $4,712,545.  Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by Goldman Sachs and BNP Paribas.

 

The amount of funds expended by Financial Edge Strategic to acquire the 152,723 shares of Common Stock it holds in its name is $1,992,628.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin loans provided by Goldman Sachs and BNP Paribas.

 

The amount of funds expended by Focused Fund to acquire the 66,186 shares of Common Stock it holds in its name is $870,592.  Such funds were provided from Focused Fund’s available capital and from time to time by margin loans provided by Goldman Sachs and BNP Paribas.

 

The amount of funds expended by Goodbody/PL LP to acquire the 137,413 shares of Common Stock it holds in its name is $2,077,785.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by Goldman Sachs and BNP Paribas.

 

The amount of funds expended to acquire the 2,000 shares of Common Stock Mr. Palmer holds in his IRA, which were transferred to Mr. Palmer upon dissolution of the Pension Plan for no consideration, was $24,114 and came from available capital of the Pension Plan.  The amount of funds expended by Mr. Palmer to acquire the 87 shares of Common Stock he owns personally is $1,835 and came from his available personal capital.

 

The amount of funds expended to acquire the 2,000 shares of Common Stock Mr. Lashley holds in his IRA, which were transferred to Mr. Lashley upon dissolution of the Pension Plan for no consideration, was $24,114 and came from available capital of the Pension Plan.

 

Item 4.

Purpose of Transaction

This is the PL Capital Group’s third amendment to its initial Schedule 13D filing.  In the aggregate, the PL Capital Group owns 9.7% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of November 7, 2016.

This amendment is being filed to disclose that on February 15, 2017, Mr. Lashley submitted a letter dated February 10, 2017 to the Boards of Directors of the Company and its wholly-owned subsidiary MutualBank.  In that letter Mr. Lashley submitted his resignation from the Boards of Directors of the Company and MutualBank, effective at the end of the day on February 15, 2017, in order to avoid a potential violation of the Management Interlock Act.  A copy of Mr. Lashley’s letter is attached as Exhibit 3 to this amended filing.  Mr. Lashley intends to work cooperatively with the Company and MutualBank if they seek waivers of the Management Interlock Act restriction from applicable regulatory authorities.  Mr. Lashley intends to rejoin the Boards of the Company and MutualBank if he is asked to do so by the Company and MutualBank.

Unless otherwise noted in this amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing the PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

Item 5.

Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 7,324,233, reported as the number of outstanding shares as of November 7, 2016, on the Company’s Quarterly Report on Form 10-Q filed on November 9, 2016.

 

The PL Capital Group made no transactions in the Common Stock within the past 60 days, as noted below:

 

(A)	Financial Edge Fund

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.

 

(c)

Financial Edge Strategic has made no purchases or sales of Common Stock in the past 60 days.

 

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)	Focused Fund

(c)

Focused Fund has made no purchases or sales of Common Stock in the past 60 days.

 

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.

 

(D)	Goodbody/PL LP

(c)

Goodbody/PL LP has made no purchases or sales of Common Stock in the past 60 days.

 

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

 

(E)           PL Capital

(c)

PL Capital has made no purchases or sales of Common Stock directly.

(d)

PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(c)

PL Capital Advisors has made no purchases or sales of Common Stock directly.

(d)

PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.  Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors.  Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

(c)

Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

 

(c)

Mr. Lashley has made no purchases or sales during the past 60 days. On December 12, 2014, in connection with the dissolution of the Pension Plan, 2,000 shares of Common Stock were transferred to Mr. Lashley’s IRA for no consideration.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any.  With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.

 

Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to this amended Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

 

Item 7.

Material to be Filed as Exhibits

 

 

SIGNATURES

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.

 

		FINANCIAL EDGE FUND, L.P.
		By:	PL CAPITAL, LLC
			General Partner
		By:	/s/ John W. Palmer	/s/ Richard J. Lashley
			John W. Palmer	Richard J. Lashley
			Managing Member	Managing Member
		FINANCIAL EDGE-STRATEGIC FUND, L.P.
		By:	PL CAPITAL, LLC
			General Partner
		By:	/s/ John W. Palmer	/s/ Richard J. Lashley
			John W. Palmer	Richard J. Lashley
			Managing Member	Managing Member
		PL CAPITAL/FOCUSED FUND, L.P.
		By:	PL CAPITAL, LLC
			General Partner
		By:	/s/ John W. Palmer	/s/ Richard J. Lashley
			John W. Palmer	Richard J. Lashley
			Managing Member	Managing Member
		GOODBODY/PL CAPITAL, L.P.
		By:	GOODBODY/PL CAPITAL, LLC
			General Partner
		B By:	/s/ John W. Palmer	/s/ Richard J. Lashley
			John W. Palmer	Richard J. Lashley
			Managing Member	Managing Member

 

 

CUSIP No. 62845B104

Page 19 of 19 Pages