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): JUNE 5, 2004
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
Incorporation) Identification No.)
55TH STREET & HOLMES AVENUE
CLARENDON HILLS, ILLINOIS
(Address of principal executive 60514
offices) (Zip Code)
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 June 5, 2004, MAF Bancorp, Inc. ("MAF") announced that it has agreed
to acquire Chesterfield Financial Corp. ("Chesterfield") in a stock and cash
transaction valued at approximately $128.5 million. MAF indicated that the
respective boards of directors of MAF and Chesterfield approved a definitive
agreement to effectuate the merger of the two institutions, with MAF to be the
surviving corporation. The transaction is subject to customary closing
conditions, regulatory approvals and approval by the holders of a majority of
Chesterfield's common stock. In the event the merger is not consummated under
certain circumstances, Chesterfield has agreed to pay MAF a termination fee of
$6.25 million. Attached as Exhibit 99.1 is a copy of MAF's press release
relating to the merger, which is incorporated herein by reference. The
definitive Agreement and Plan of Merger is included as Exhibit 99.2 and is
incorporated herein by reference.
MAF also announced that it has successfully completed the systems
conversion related to its St. Francis Bank division.
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, unanticipated
difficulties or delays in obtaining requisite stockholder or regulatory
approval, 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 or flattening of the
yield curve, deteriorating economic conditions which could result in increased
delinquencies in MAF's loan portfolio, higher than expected overhead,
infrastructure and compliance costs needed to support growth in the Company's
operations, 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 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 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 June 5, 2004.
Exhibit 99.2 Agreement and Plan of Merger by and among MAF Bancorp, Inc.,
Classic Acquisition Corp. and Chesterfield Financial Corp.
dated as of June 5, 2004.
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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: June 7, 2004
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INDEX TO EXHIBITS
Exhibits
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Exhibit 99.1 Press Release dated June 5, 2004.
Exhibit 99.2 Agreement and Plan of Merger by and among MAF Bancorp, Inc.,
Classic Acquisition Corp. and Chesterfield Financial Corp.
dated as of June 5, 2004.
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