Filed by MAF Bancorp, Inc.
(Commission File No. 0-18121) pursuant to Rule 425
under the Securities Act of 1934.
Subject Company: Mid Town Bancorp, Inc.
This filing contains Statements that are not historical facts and may constitute
forward-looking statements (within the meaning of Section 27A of the Securities
Act of 1933, as amended), which involve significant risks and uncertainties. MAF
Bancorp, Inc. ("MAF") 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 MAF, are generally identifiable by use of the
words "believe," "expect," "intend," "anticipate," estimate," "project," "plan,"
or similar expressions. MAF'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. MAF 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 MAF 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 MAF'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 MAF'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.
On July 5, 2001, 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.
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.
MAF will file a proxy statement/prospectus and other documents regarding
the proposed merger described in this filing with the Securities and Exchange
Commission. Mid Town shareholders are urged to read the proxy
statement/prospectus when it becomes available, because it will contain
important information about MAF and Mid Town and the proposed transaction. A
definitive proxy statement/prospectus will be sent to Mid Town shareholders
seeking approval of the transaction. You may obtain a free copy of the
definitive proxy statement/prospectus (when available) and other documents filed
by MAF with the SEC at the SEC's web site at http://www.sec.gov, or by directing
a request to MAF at 55th Street & Holmes Avenue, Clarendon Hills, IL 60514.
THE FOLLOWING NEWS RELEASE WAS ISSUED BY MAF ON JULY 5, 2001:
FOR IMMEDIATE RELEASE
FOR: MAF Bancorp, Inc. Mid Town Bancorp, Inc.
55th Street & Holmes Avenue 2021 N. Clark Street
Clarendon Hills, IL 60514 Chicago, IL 60614
CONTACTS: Allen H. Koranda, Chairman Joel Zemans, President
and Chief Executive Officer and Chief Executive Officer
(773) 665-5000
Jerry A. Weberling, EVP and
Chief Financial Officer
(630) 887-5999
MAF BANCORP, INC. TO ACQUIRE MID TOWN BANCORP, INC.
Clarendon Hills, Illinois, July 5, 2001 - MAF Bancorp, Inc. (NASDAQ:MAFB),
announced today that it has agreed to acquire privately held Mid Town Bancorp,
Inc., based in Chicago. The transaction is valued at $69 million and will be
paid in the form of 80% cash and 20% stock. In a joint release today, Allen
Koranda, Chairman of the Board of MAF Bancorp, Inc. and Joel Zemans, President
and Chief Executive Officer of Mid Town Bancorp, Inc. announced that their
respective boards of directors have approved a definitive agreement under which
Mid Town will be merged with MAF.
Allen Koranda, Chairman and Chief Executive Officer of MAF Bancorp, said, "Joel,
his management team and the Board of Directors have built a quality organization
in the heart of some of the finest banking areas in Chicago. We are pleased they
have provided us with the opportunity to build upon their strong franchise. The
acquisition allows us to continue the expansion of our Chicago region in
neighborhoods conducive to our retail loan origination and deposit gathering
strategies."
Joel Zemans, President and Chief Executive Officer of Mid Town Bancorp, added
"We are pleased that our success in building Mid Town Bancorp over the last 27
years has culminated in the merger with MAF. The management of MAF shares our
overall banking philosophies, and will provide our customers additional products
and services with the same dedication to customer service we worked so hard to
provide." Joel Zemans will continue as a board member of Mid America Bank
following the acquisition.
The transaction will be accounted for as a purchase for financial accounting
purposes. The transaction, which is subject to regulatory approval and the
approval of Mid Town shareholders, is currently expected to close in the fourth
quarter of 2001. In connection with the merger, Mid Town's bank subsidiary, Mid
Town Bank & Trust Company of Chicago, will be merged with Mid America Bank, a
wholly-owned subsidiary of MAF Bancorp.
At March 31, 2001, Mid Town had assets of $322 million, deposits of $283
million, and stockholders' equity of $31.5 million. The deposit base consists of
approximately 80% core deposits, comprised of savings, money market and checking
accounts. The acquisition of Mid Town provides MAF with four additional
locations in its Chicago region, including a presence in the Lincoln Park
market, as well as the Bucktown and Lakeview neighborhoods.