For fiscal year ended 12/31/2004

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 11-K




(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004


OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 000-50828

A.
Full title of plan and the address of the plan, if different from that of the issuer named below:
 

MUTUAL SAVINGS BANK
EMPLOYEES’ SAVINGS AND PROFIT SHARING PLAN AND TRUST

B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 

THIRD CENTURY BANCORP
80 East Jefferson Street
Franklin, Indiana 46131


REQUIRED INFORMATION

 
FINANCIAL STATEMENTS:
 
A list of the required unaudited financial statements filed as part of this Form 11-K is set forth on page F-1.
 
 
 
SIGNATURES
 
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan has duly caused this Annual report to be signed on its behalf by the undersigned Plan Committee thereunto duly authorized in the City of Franklin, and the State of Indiana, on this 12th day of July, 2005.
 
 
MUTUAL SAVINGS BANK
EMPLOYEES’ SAVINGS & PROFIT
SHARING PLAN AND TRUST
 
 
By the Plan Committee:
 
 
 
/s/ Robert D. Heuchan
   Robert D. Heuchan
   
 
/s/ Pamela J. Spencer
   Pamela J. Spencer
   
 
/s/ David A. Coffey
   David A. Coffey
   
 
/s/ Kimberly A. Childers
   Kimberly A. Childers
 
 

- 2-

Mutual Savings Bank Employees’ Savings & Profit Sharing Plan and Trust
 
December 31, 2004
 

 
 Contents        
         
 Financial Statements
        
Statements of Net Assets Available for Benefits
    
2
  
Statements of Changes in Net Assets Available for Benefits
    
3
  
Notes to Financial Statements
    
4
  
         
 Supplemental Schedule
       
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
    
10
  

F-1

Mutual Savings Bank Employees’ Savings & Profit Sharing Plan and Trust
 
Statements of Net Assets Available for Benefits
December 31, 2004


 
Assets
   
2004
  
       
Investments
  
$
969,430
  
         
Receivables
        
Employer’s contribution
    
3,752
  
Participants’ contributions
    
4,313
  
         
Net Assets Available for Benefits
    $
977,495
  



 

See Notes to Financial Statements
F-2

Mutual Savings Bank Employees’ Savings & Profit Sharing Plan and Trust
 
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31, 2004
 
 
 
   
2004
  
Investment Income
      
Net appreciation in fair value of investments
  
$
173,581
  
Interest and dividends
    
4,516
  
Net investment income
    
178,097
  
         
Contributions
        
Employer
    
55,891
  
Participants
    
64,290
  
Rollovers
    
23,341
  
     
143,522
  
         
     Transfers in due to conversion
    
658,060
  
         
Total additions
    
979,679
  
         
Deductions
        
Administrative expenses
    
2,184
  
         
         
Net Increase
    
977,495
  
         
Net Assets Available for Benefits, Beginning of Year
   
—
  
         
Net Assets Available for Benefits, End of Year
  
$
977,495
  
         

 

 

 

See Notes to Financial Statements
F-3

Mutual Savings Bank Employees’ Savings & Profit Sharing Plan and Trust
 
Notes to Financial Statements
December 31, 2004

 
Note 1:  
Description of the Plan
 
The following description of the Plan provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions, which is available from the plan administrator.
 
 
General
 
The Plan is a defined contribution plan sponsored by Mutual Savings Bank (Company) covering all full-time employees of the Company. Employees are eligible to participate on the first day of the month following the date of employment. Company contributions require at least one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
 
Contributions
 
The Company contributes to the Plan an amount equal to 100% of each participant’s contribution up to the first 8% of compensation. Participants may contribute 1% to 50% of their annual wages before bonuses and overtime. Contributions are subject to certain limitations. Participants direct the investment of their contributions as well as the Company’s contribution into various investment options offered by the Plan. The Plan currently offers the Company’s common stock and thirteen various mutual funds as investment options for participants.
 
 
Participant Accounts
 
Each participant’s account is credited with the participant’s contribution and the Company’s contribution and plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
 
Vesting
 
Participants are immediately vested in their voluntary contributions as well as the Company’s contribution plus earnings thereon.
 

F-4
Mutual Savings Bank Employees’ Savings & Profit Sharing Plan and Trust
 
Notes to Financial Statements
December 31, 2004

 
Payment of Benefits
 
Upon termination of service, an employee may elect to receive either a lump-sum amount equal to the value of his account or a joint and survivor annuity.
 
 
Participant Loans
 
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at rates that range from 5.00% to 6.25%, which are commensurate with local prevailing rates as determined by the plan administrator.
 
 
Plan Termination
 
Although it has not expressed an intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA.
 

 
Note 2:  
Summary of Significant Accounting Policies
 
 
Valuation of Investments and Income Recognition
 
Investments are stated at fair value, which is determined, in the case of Third Century Bancorp Common Stock Fund, from the latest available market quotations for shares held and, and in the case of investments in mutual funds, at quoted market net asset value of shares held. Participant loans are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
 

F-5
Mutual Savings Bank Employees’ Savings & Profit Sharing Plan and Trust
 
Notes to Financial Statements
December 31, 2004

 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
 
 
Plan Tax Status
 
The Internal Revenue Service has advised that the Plan constitutes a qualified plan under Section 401 of the Internal Revenue Code and that the trust established under the Plan is therefore exempt from federal income taxes. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan and related trust are currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.
 
 
Payment of Benefits
 
Benefit payments to participants are recorded upon distribution.
 

 
Note 3:  
Conversion
 
On June 29, 2004, Mutual Savings Bank completed the conversion from a state chartered mutual institution to a state chartered stock savings bank and the formation of Third Century Bancorp as the holding company of the Bank. As part of the conversion, the Plan was established. The common stock of Third Century Bancorp is an investment option for Plan participants.
 
 
 
F-6
 
Mutual Savings Bank Employees’ Savings & Profit Sharing Plan and Trust
 
Notes to Financial Statements
December 31, 2004
 
Note 4:  
Investments
 
The Plan’s investments are held by a bank-administered trust fund. The following table presents the Plan’s investments. Investments that represent 5% or more of total plan assets are separately identified.
 
   
2004
  
Investments at Fair Value as Determined by Quoted Market Price
      
Third Century Bancorp Common Stock
  
$
642,388
  
Mutual funds:
        
Pentegra S&P 500 Stock Fund
    
109,557
  
Pentegra S&P MidCap Stock Fund
    
84,988
  
Other
    
124,806
  
Participant Loans
    
7,691
  
         
Total investments
  
$
969,430
  

 
During the year ended 2004, the Plan’s investments (including gains and losses on investments bought, sold and held during the year) appreciated (depreciated) in value by $173,581 as follows:
 



 
   
2004
  
Investments at Fair Value as Determined by Quoted Market Price
      
Third Century Bancorp Common Stock
  
$
151,100
  
Mutual funds
    
22,481
  
         
Net appreciation (depreciation) in fair value
  
$
173,581
  

 
Interest and dividends realized on the Plan’s investments for the year ended 2004 were $4,516.
 
 


F-7
Mutual Savings Bank Employees’ Savings & Profit Sharing Plan and Trust
 
Notes to Financial Statements
December 31, 2004
 
Note 5:  
Related Party Transactions
 
Plan investments include the Third Century Bancorp Common Stock Fund which holds 48,719 shares of Third Century Bancorp Common Stock with a fair market value of $642,388 at December 31, 2004. Third Century Bancorp is the holding company of the Plan sponsor.
 
Certain plan investments are shares of mutual funds managed by Pentegra Services, Inc., which is the custodian of the Plan. Fees paid by the Plan for investment management services amounted to $2,184 for the year ended December 31, 2004.
 
The Plan incurs expenses related to general administration and record keeping. The plan sponsor pays these expenses relating to the Plan.
 

 

 

 

F-8


Supplemental Schedule
 
 
 
 
 
 
 
 
 
 


F-9
Mutual Savings Bank Employees’ Savings & Profit Sharing Plan and Trust
 
Schedule H, Line 4i -- Schedule of Assets Held at End of Year
December 31, 2004


Identity of Issuer, Borrower, Lessor, or Similar Party
  
Description of Investment Including Maturity Date, Rate of Interest Collateral, Par or Maturity Value
  
Current Value
  
           
*Pentegra Government Bond Fund
  
1,876 shares
  
$
21,503
  
*Pentegra Growth Asset Allocation Fund
  
 
201 shares
  
 
2,849
  
*Pentegra Growth & Income Asset Allocation Fund
    
834 shares
    
12,318
  
*Pentegra Income Plus Asset Allocation Fund
    
562 shares
    
8,230
  
*Pentegra International Stock Fund
    
106 shares
    
1,300
  
*Pentegra Money Market Fund
    
5,645 shares
    
41,505
  
*Pentegra Russell 2000 Stock Fund
    
156 shares
    
2,210
  
*Pentegra S&P 500 Stock Fund
    
2,928 shares
    
109,557
  
*Pentegra S&P 500/Growth Stock Fund
    
593 shares
    
4,170
  
*Pentegra S&P 500/Value Stock Fund
    
862 shares
    
9,959
  
*Pentegra S&P MidCap Stock Fund
    
1,945 shares
    
84,988
  
*Pentegra Stable Value Fund
    
1,574 shares
    
17,374
  
*Pentegra NASDAQ 100 Stock Fund
    
268 shares
    
3,388
  
*Third Century Bancorp Common Stock
    
48,719 shares
    
642,388
  
           
961,739
  
               
Participant Loans
    
5.00-6.25%
    
7,691
  
               
         
$
969,430
  


* Party-in-interest
 
 
 
F-10