Filed by MB Financial, Inc.
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant
to Rule 14a-12 under the
Securities Exchange
Act of 1934
Subject Companies: MB Financial Inc. (Exchange Act
File No. 0-24566
MidCity Financial Corporation
Date: April 20, 2001
FORWARD LOOKING STATEMENTS
When used in this filing and in other filings with the Securities and
Exchange Commission, in press releases or other public shareholder
communications, or in oral statements made with the approval of an authorized
executive officer, the words or phrases "believe," "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project," "plans,"
or similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. You
are cautioned not to place undue reliance on any forward-looking statements,
which speak only as of the date made. Various factors could cause actual results
to differ materially from the results anticipated or projected. These factors
include, but are not limited to, the following: (1) expected cost savings and
synergies from the planned merger of MB Financial, Inc. and MidCity Financial
Corporation might not be realized within the expected time frame; (2) revenues
following the merger could be lower than expected; (3) costs or difficulties
related to the integration of the businesses of MB Financial and MidCity
Financial might be greater than expected; (4) the requisite shareholder and/or
regulatory approvals of the transaction might not be obtained; (5) deposit
attrition, operating costs, customer loss and business disruption following the
merger may be greater than expected (6) competitive pressures among depository
institutions; (7) the credit risks of lending activities; (8) changes in the
interest rate environment and in the demand for loans; (9) general economic
conditions, either nationally or in the states in which the combined company
will be doing business, might be less favorable than expected; (10) new
legislation or regulatory changes; and (11) changes in accounting principles,
policies or guidelines.
We do not undertake any obligation to update any forward-looking statement
to reflect circumstances or events that occur after the date the forward-looking
statement is made.
ADDITIONAL INFORMATION
A registration statement on Form S-4 will be filed with the Securities and
Exchange Commission in connection with the proposed transaction. The
registration statement will include a joint proxy statement/prospectus which
will be sent to the shareholders of both MB Financial and MidCity Financial
seeking their approval of the proposed transaction. Investors and security
holders are advised to read the registration statement and joint proxy
statement/prospectus because they will contain important information. When
filed, these documents can be obtained free of charge from the web site
maintained by the SEC at "www.sec.gov." These documents also can be obtained
free of charge upon written request to MB Financial, Inc., Investor Relations,
1200 N. Ashland Avenue, Chicago, Illinois 60622 or by calling (773) 645-7868.
MB Financial and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from MB Financial shareholders to
approve the merger. Information about these participants may be obtained through
the SEC's web site from the definitive proxy statement filed with the SEC by MB
Financial on March 21, 2001. Additional information regarding the interests of
these participants, as well as information regarding the directors and executive
officers of MidCity Financial, may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it becomes
available.
SET FORTH BELOW IS A MEMORANDUM TO EMPLOYEES OF MANUFACTURERS BANK AND
OTHER MATERIAL REGARDING THE PLANNED MERGER OF MB FINANCIAL, THE PARENT COMPANY
OF MANUFACTURERS BANK, AND MIDCITY FINANCIAL. THE MEMORANDUM AND THE OTHER
MATERIAL HAVE BEEN POSTED ON MB FINANCIAL'S INTRANET FOR EMPLOYEES.
TO: All Manufacturers Bank Employees
FROM: Mitchell Feiger
DATE: April 20, 2001
I am very pleased to announce that MB Financial, Inc., the parent company of
Manufacturers Bank, plans to merge with MidCity Financial Corporation. The
combination of our two quality organizations will create a new, even more
powerful banking and financial services company with assets exceeding $3
billion. As a result, we will become the third largest independent commercial
banking company based in Chicago and the largest independent bank in the area
focused on serving middle market businesses. Together, we will have 39 branches,
32 of them located in the Chicago area.
The merger marries two organizations with similar philosophies and customer
bases. We both share a commitment to our neighborhoods and the entrepreneurial
business community. The combination of our two organizations, in fact, brings us
even closer to realizing our goal of becoming the area's premier middle market
bank. By combining a company with strong asset generation (Manufacturers), and a
company with strong internal funding sources (MidCity), we will position
ourselves for exceptional growth in the future. This will enhance your
opportunities for career development and create increased shareholder value. All
of our customers will benefit from a greater breadth and depth of services as
well as the convenience of an expanded branch network.
Upon completion of the transaction, MB Financial will remain our holding company
name. We plan to combine MidCity's three Chicago area banks (Mid-City National
Bank of Chicago, First National Bank of Morton Grove and First National Bank of
Elmhurst) with Manufacturers Bank to create a single $3 billion bank with 32
offices. MidCity's Texas and Oklahoma banks, Abrams Centre National Bank and
Union Bank and Trust Company, will retain their names and status as independent
banks. The name of the Chicago area bank will be determined prior to the
completion of the merger. We expect the merger to be completed before the end of
the year.
The combination of our organizations will result in significant change. I
recognize that with change comes some uncertainty. As you know, one of our core
values is open communications and we fully expect to live up to that value
throughout this process. We will continue to share information with you on a
regular basis and we will establish a communications vehicle to answer your
individual questions. In the meantime, I encourage you to review the Frequently
Asked Questions (FAQ) document, which has been posted on the Intranet along with
the Press Release and Investor Presentation announcing the merger.
This merger presents a terrific opportunity for employees, customers and
shareholders. I am confident that with your help, we'll have a smooth
transition. Together, we'll get it done.
[MB FINANCIAL LOGO] [MIDCITY FINANCIAL CORPORATION LOGO]
FREQUENTLY ASKED QUESTIONS
Q: WHO IS MB FINANCIAL?
A: MB Financial, based in Chicago, is the $1.5 billion publicly traded holding
company for Manufacturers Bank. The Bank has been a part of the Chicagoland
market for almost 70 years. Manufacturers Bank offers a full range of
commercial and consumer banking products through thirteen banking centers.
Q: WHO IS MIDCITY FINANCIAL CORPORATION?
A: MidCity Financial Corporation, of Chicago, is the $1.8 billion closely held
bank holding company for Mid-City National Bank; First National Bank of
Morton Grove; First National Bank of Elmhurst; Union Bank and Trust Company
(Oklahoma); and Abrams Centre National Bank (Texas). MidCity has been a
part of the Chicago landscape for 90 years. The banks offer a full range of
commercial and consumer banking products including trust services through
nineteen branch locations in Illinois and seven in Oklahoma and Texas.
Q: WHY ARE MIDCITY FINANCIAL AND MB FINANCIAL MERGING?
A: MidCity Financial and MB Financial both focus on middle market commercial
banking. Our business philosophies and customer bases are very similar and
our office locations in Illinois are complementary. By merging, we will
combine a company with strong asset generation (Manufacturers) and a
company with strong internal funding sources (MidCity). The new entity will
become the largest independent commercial bank located in Chicago other
than Northern Trust and be well positioned for continued growth. In
addition, excepting no bank, the company will become the largest
independent bank focused on serving middle market businesses in the Chicago
area. The combined organization will be a powerful presence in the Chicago
market and create significant opportunities for employees, customers and
investors.
Q: WHEN WILL THE COMPANIES MERGE?
A: The merger is expected to be completed before year-end and is subject to
regulatory and shareholder approval. We hope to complete our systems
conversion and integration in the first quarter of 2002.
Q: WILL THE NEW COMPANY BE PUBLICLY TRADED?
A: Yes, it will be traded on NASDAQ under the symbol MBFI.
Q: HOW CAN I OBTAIN MORE INFORMATION ABOUT MIDCITY FINANCIAL AND MB FINANCIAL.
A: All MidCity employees will receive an annual report and 10K from MB
Financial and all Manufacturers employees will receive an annual report
from MidCity Financial. You may also access our websites. MidCity can be
reached at WWW.MIDCITY.COM and Manufacturers at WWW.MANUFACTURERSBANK.COM
and WWW.MBFINANCIAL.COM. A copy of an investor presentation is available on
these sites as well as on the Manufacturers Bank Intranet.
Q: WHAT WILL THE NAME OF THE COMPANY BE?
A: The name of the holding company upon the completion of the merger will be
MB Financial, Inc. This decision was made because as a publicly traded
company, MB Financial has already established name recognition among bank
stock investors. We have not finalized our decision regarding a name for
the Illinois Bank. Abrams Centre National Bank and Union Bank and Trust
Company will retain their names.
Q: WHAT WILL BE THE IMPACT ON MY JOB?
A: If you are a CSA or Teller; Personal Banker; QSM or Teller Supervisor;
Banking Center or Branch Manager; Commercial Lender or member of the
commercial banking support team, your position will be relatively
unaffected. We expect that there will be very limited job reductions in the
branches, commercial banking or trust areas of the bank. Jobs in other
areas of the Bank will be affected differently. Certain back office and
staff functions will be combined and some positions will be eliminated as a
result. All departments will receive more information later in a separate
communication.
Q: IF MY POSITION IS ELIMINATED, WILL I HAVE AN OPPORTUNITY TO APPLY FOR OPEN
POSITIONS IN THE NEW ORGANIZATION?
A: Employees whose jobs have been eliminated will receive first priority for
all job openings. We will make every effort to transfer you if your
qualifications meet the requirements of an open position. If we are unable
to redeploy you, the Bank will provide a severance plan and outplacement
services to help you transition to a new job.
Q: IF HR POLICIES ARE DIFFERENT AT MANUFACTURERS AND MIDCITY, WHICH POLICIES
WILL WE FOLLOW?
A: Please follow your current policies until the transaction closes. We are in
the process of evaluating all company policies and we will provide you with
a new Employee Handbook and Policy Manual after the two companies merge.
Q: WHAT WILL BE THE IMPACT ON MY BENEFITS?
A: Both companies provide health insurance through Blue Cross Blue Shield of
Illinois and the HMO and PPO plans are similar. You will continue to use
your current health plan through at least the end of the calendar year. It
is likely that we will consolidate the health benefits into one plan
beginning in 2002.
One or both companies offer ancillary benefits including Dental, Vision,
Short Term Disability, Long Term Disability, and Life Insurance, After the
closing, we intend to continue to offer these benefits. Both companies
offer Retirement Plans. You will continue to participate in your current
plan until at least the closing date. Our intent will be to consolidate
these plans sometime after the closing. We have not finalized our decision
regarding plan design. Your current accrued retirement benefits will not be
impacted as a result of the merger.
Q: I'M AN OFFICER IN MY CURRENT POSITION. WILL I BE AN OFFICER IN THE NEW
COMPANY?
A: Some job titles may change after the closing. We expect that any changes in
officer status will be limited.
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Q: I'M ELIGIBLE FOR A PERFORMANCE EVALUATION AND MERIT INCREASE THIS SUMMER.
HOW WILL THIS BE HANDLED?
A: You will receive your regular performance evaluation and be eligible for
your merit increase at the regularly scheduled time.
Q: WILL OUR COMPUTER SYSTEM CHANGE?
A: We have not finalized a decision regarding a data processing system. We
will communicate this to you as soon as we have an answer.
Q: WHERE WILL THE CORPORATE HEADQUARTERS BE LOCATED?
A: The corporate headquarters will be located at 801 W. Madison Street in
Chicago.
Q: WILL I RECEIVE CREDIT AT THE NEW COMPANY FOR MY LENGTH OF SERVICE?
A: Yes.
Q: WHAT SHOULD I SAY TO CUSTOMERS IF I'M ASKED ABOUT THE MERGER?
A: Our merger will create the largest independent bank in Chicago focused on
serving middle market businesses. Our customers will benefit from a greater
breadth and depth of services. For instance, Manufacturers' customers will
have access to Trust Services previously not available to them. In
addition, we will now provide the convenience of an expanded branch network
with 32 locations in the Chicago metropolitan area. Our combined
organization will continue to provide the high quality personal service to
which you've always been accustomed.
Q: WHO WILL BE ON THE SENIOR MANAGEMENT TEAM OF THE NEW COMPANY?
- E.M. Bakwin, Chairman of the Board of MB Financial
- Mitchell Feiger, President/CEO of MB Financial.
- Burton Field, President/CEO of Illinois Bank.
- Thomas Fitzgibbon, President, CDC, Chief Retail Banking Officer of
Illinois bank.
- Jeffrey Husserl, SVP and Chief Human Resources Officer.
- William McCarty, EVP Wealth Management and Operations.
- Thomas Panos, EVP Commercial Banking.
- Ronald Santo, Chairman of Illinois Bank Board of Directors, Group
President of Illinois Bank
- Jill York, SVP and Chief Financial Officer of Illinois Bank and MB
Financial.
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