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INDEX TO EXHIBITS
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Exhibit
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99.1 Press Release dated September 1, 1998
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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FOR: MAF Bancorp, Inc. Westco Bancorp, Inc.
55th Street & Holmes Avenue 2121 South Mannheim Road
Clarendon Hills, Il 60514 Westchester, IL 60154
CONTACT: Allen H. Koranda, Chairman David C. Burba, Chairman
and Chief Executive Officer and President
Jerry A. Weberling, EVP and Richard A. Brechlin, EVP and
Chief Financial Officer Treasurer
(630) 887-5999 (708) 865-1100
Michael Janssen, SVP
(630) 986-7544
MAF BANCORP AND WESTCO BANCORP ANNOUNCE STOCK REPURCHASE
PROGRAMS AND CHANGE IN ACCOUNTING TREATMENT OF ACQUISITION
Clarendon Hills, Illinois, September 1, 1998 - MAF Bancorp, Inc.
(NASDAQ:MAFB), announced today that its Board of Directors has approved a stock
repurchase plan under which the Company is authorized to repurchase up to
1,250,000 shares of its common stock. The shares to be repurchased represent
approximately 5.5% of the Company's current outstanding shares. Westco Bancorp,
Inc. (NASDAQ:WCBI) also announced today that its Board of Directors has approved
a stock repurchase program covering 150,000 shares which represents
approximately 6% of the current outstanding shares of Westco.
On August 17, 1998, MAF Bancorp announced it had agreed to acquire Westco
in a fixed exchange ratio transaction in which each share of Westco common stock
will be exchanged for 1.395 shares of MAF common stock. As a result of the
repurchase programs, the acquisition of Westco will be accounted for as a
purchase transaction for financial accounting purposes, rather than as a pooling
of interests as previously announced. The definitive acquisition agreement has
been amended to reflect this change in accounting treatment.
Using purchase accounting treatment for the acquisition, MAF will not be
required to record merger-related costs and restructuring charges in the quarter
in which the transaction closes as previously announced. Instead, such charges
will increase the goodwill amortization expense in future periods. MAF had
previously estimated that after-tax merger-related charges in the pooling of
interests transaction would have been approximately $5.0 million. As amended,
the transaction will be accretive to stated book value per share and modestly
dilutive to tangible book value per share, assuming completion of the stock
repurchase programs. MAF expects that the transaction will
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be immediately accretive to cash earnings per share, with only nominal dilution
to 1999 reported earnings per share, and that it will be accretive to reported
earnings per share thereafter, in each case assuming completion of the stock
repurchase programs.
As of June 30, 1998, Westco Bancorp, Inc., including its wholly owned
subsidiary, First Federal Savings and Loan Association of Westchester, had
approximately $320 million in assets, $260 million in deposits and $50 million
in stockholders' equity. Westco operates one office and a drive-up facility in
Westchester, IL. The common stock of Westco Bancorp, Inc., is traded on the
Nasdaq Stock Market under the symbol WCBI.
MAF is the parent company of Mid-America Bank, a federally chartered stock
savings bank headquartered in Clarendon Hills, IL. At June 30, 1998 the Company
had assets of $3.6 billion, deposits of $2.4 billion and stockholders' equity of
$280 million. The Bank operates a network of 23 retail banking offices primarily
in Chicago and its western suburbs. The Company's common stock trades on the
Nasdaq Stock Market under the symbol MAFB.
Forward-Looking Information
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STATEMENTS CONTAINED IN THIS NEWS RELEASE THAT ARE NOT HISTORICAL FACTS
MAY CONSTITUTE FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION 21E OF
THE SECURITIES EXCHANGE ACT OF 1934) WHICH INVOLVE SIGNIFICANT RISKS AND
UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED
IN THESE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE
INCLUDE, BUT ARE NOT LIMITED TO: (1) INABILITY TO REALIZE COST SAVINGS FROM THE
MERGER TO THE FULL EXTENT EXPECTED OR WITHIN THE EXPECTED TIME FRAME; (2) LOWER
THAN EXPECTED REVENUES FOLLOWING THE MERGER; (3) INABILITY OF MAF OR WESTCO TO
COMPLETE THE ANNOUNCED STOCK REPURCHASE PROGRAMS WITHIN THE CONTEMPLATED
TIMEFRAME OR STOCK PRICE RANGES; (4) SIGNIFICANT INCREASES IN COMPETITIVE
PRESSURES AMONG DEPOSITORY INSTITUTIONS; (5) HIGHER THAN EXPECTED COSTS OR
DIFFICULTIES RELATED TO THE INTEGRATION OF THE BUSINESS OF WESTCO; (6) CHANGES
IN THE INTEREST RATE ENVIRONMENT THAT RESULT IN REDUCED INTEREST RATE MARGINS;
(7) DETERIORATION OF GENERAL ECONOMIC CONDITIONS, EITHER NATIONALLY OR IN THE
COMPANY'S MARKET AREA; AND (8) ADOPTION OF LEGISLATION OR REGULATORY CHANGES
THAT ADVERSELY AFFECT THE BUSINESS OF THE COMBINED COMPANY.