UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 5, 2001
MAF BANCORP, INC.
(Exact name of registrant as specified in its charter)
_____________________________
DELAWARE 0-18121 36-3664868
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
55TH STREET & HOLMES AVENUE 60514
CLARENDON HILLS, ILLINOIS (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code (630) 325-7300
NOT APPLICABLE
(Former name or former address, if changed since last year)
ITEM 5. OTHER EVENTS.
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On July 5, 2001, MAF Bancorp, Inc. ("MAF") announced that it has agreed to
acquire Mid Town Bancorp, Inc. ("Mid Town") in a stock and cash transaction
valued at $69 million. The companies indicated that the respective boards of
directors of MAF and Mid Town approved a definitive agreement to effectuate the
merger of the two institutions, with MAF to be the surviving corporation.
Attached as Exhibit 99.1 is a copy of the joint press release relating to the
merger, which is incorporated herein by reference.
Subject to the terms and conditions of the merger agreement, the definitive
agreement provides for MAF to pay Mid Town $55.2 million in cash, and $13.8
million in MAF stock value provided the average closing price of MAF stock is in
the range of $25.00 to $31.00 during a period prior to closing. Should the
average closing price of MAF stock during the pricing period drop below $25.00
or be above $31.00, the agreement calls for the stock exchange ratio to be fixed
based on such prices. Mid Town has the right to terminate the transaction if the
average closing stock price of MAF stock during the pricing period is less than
$21.00 per share, although MAF has the right to complete the transaction at a
total value of $66.8 million under such circumstance. The transaction, which is
to be accounted for as a purchase transaction, is subject to regulatory
approvals and approval by the shareholders of Mid Town. The definitive agreement
is attached hereto as Exhibit 99.2.
Forward-Looking Information
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Statements contained in or incorporated into this report that are not historical
facts may constitute forward-looking statements (within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended), which involve
significant risks and uncertainties. The Company intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995,
and is including this statement for purposes of invoking these safe harbor
provisions. Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies and expectations of the Company, are
generally identifiable by use of the words "believe," "expect," "intend,"
"anticipate," estimate," "project," "plan," or similar expressions. The
Company's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain and actual results may differ from those
predicted. The Company undertakes no obligation to update these forward-looking
statements in the future. Factors which could have a material adverse effect on
the operations and could affect the outlook or future prospects of the Company
and its subsidiaries following the merger include, but are not limited to,
difficulties in achieving anticipated cost savings related to the operation of
the acquired banking offices or higher than expected costs related to the
transaction, unanticipated changes in interest rates, general economic
conditions, legislative/regulatory changes, monetary and fiscal policies of the
U.S. Government, including policies of the U.S. Treasury and the Federal Reserve
Board, the quality or composition of the Company's loan or investment
portfolios, demand for loan products, secondary mortgage market conditions,
deposit flows, competition, demand for financial services and residential real
estate in the Company's market area, unanticipated problems in closing pending
real estate contracts, delays in real estate development projects, and changes
in accounting principles, policies and guidelines. These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements.
ITEM 7(c). EXHIBITS.
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Exhibit 99.1 Press Release dated July 5, 2001.
Exhibit 99.2 Agreement and Plan of Merger by and among MAF Bancorp, Inc.,
Lincoln Acquisition Corp. and Mid Town Bancorp, Inc., dated as
of July 2, 2001
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MAF BANCORP, INC.
By: /s/ Jerry A. Weberling
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Jerry A. Weberling
Executive Vice President and
Chief Financial Officer
Date: July 5, 2001
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INDEX TO EXHIBITS
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Exhibit
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Exhibit 99.1 Press Release dated July 5, 2001.
Exhibit 99.2 Agreement and Plan of Merger by and among MAF Bancorp, Inc.,
Lincoln Acquisition Corp. and Mid Town Bancorp, Inc., dated as
of July 2, 2001
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