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): DECEMBER 17, 2002
MAF BANCORP, INC.
(Exact name of registrant as specified in its charter)
_____________________________
DELAWARE 0-18121 36-3664868
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
55TH STREET & HOLMES AVENUE
CLARENDON HILLS, ILLINOIS 60514
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (630) 325-7300
NOT APPLICABLE
(Former name or former address, if changed since last year)
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Item 5. Other Events.
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On December 17, 2002, MAF Bancorp, Inc. ("MAF") announced that it has
agreed to acquire Fidelity Bancorp, Inc. ("Fidelity") in an all-stock
transaction with a fixed exchange ratio. Based on the closing price of MAF's
common stock on December 16,2002, the transaction is valued at $101.4 million.
Pursuant to a definitive agreement between the two companies, Fidelity will
merge into MAF, with MAF to be the surviving corporation. As a result of the
merger, each issued and outstanding share of Fidelity common stock will be
converted into the right to receive 0.89 shares of MAF common stock. The
transaction is subject to regulatory approvals and approval by a majority of the
holders of Fidelity's common stock. 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 agreement, if, during a
period prior to closing, (1) the trading price of MAF common stock drops more
than 17.5% compared to the closing price of MAF common stock next determined
after announcement of the transaction, and (2) such drop in MAF common stock
trading price exceeds by more than 17.5 percentage points the change in value of
a weighted-average index of financial institution holding company stocks over
comparable periods, Fidelity may terminate the agreement. In the event the
merger is not consummated under certain circumstances, Fidelity has agreed to
pay MAF a termination fee of $4.5 million. MAF has agreed to pay Fidelity a
termination fee of $1 million if Fidelity exercises rights to terminate under
certain circumstances. The definitive Agreement and Plan of Reorganization is
included as Exhibit 99.2 and is incorporated herein by reference.
Forward-Looking Information
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Statements contained in or incorporated into this report that are not historical
facts constitute forward-looking statements (within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27 of the
Securities Act of 1933, 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 operations and could affect management's 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, deteriorating economic conditions which could result in increased
delinquencies in the Company's or Fidelity's loan portfolio, legislative or
regulatory developments, 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 or Fidelity'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 and Fidelity's market areas, unanticipated slowdowns in
real estate lot sales or problems in closing pending real estate contracts,
delays in real estate development projects, the possible short-term dilutive
effect of other potential acquisitions, if any, 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 December 17, 2002.
Exhibit 99.2 Agreement and Plan of Reorganization by and among MAF Bancorp,
Inc. and Fidelity Bancorp, Inc. dated as of December 16, 2002.
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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: December 17, 2002
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INDEX TO EXHIBITS
Exhibits
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Exhibit 99.1 Press Release dated December 17, 2002.
Exhibit 99.2 Agreement and Plan of Reorganization by and among MAF Bancorp,
Inc. and Fidelity Bancorp, Inc. dated as of December 16, 2002.
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