Filed by MAF Bancorp, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Chesterfield Financial Corp.
(Commission File No: 0-32589)
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. Set forth below is a copy of the joint press release relating to
the merger. The merger agreement for MAF's acquisition of Chesterfield was filed
by MAF as an exhibit to its report on Form 8-K on June 7, 2004, and the
agreement is incorporated by reference into this filing.
THE FOLLOWING NEWS RELEASE WAS ISSUED ON JUNE 5, 2004:
FOR IMMEDIATE RELEASE
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FOR: MAF Bancorp, Inc. Chesterfield Financial Corp.
55th Street & Holmes Avenue 10801 S. Western Avenue
Clarendon Hills, IL 60514 Chicago, IL 60643
CONTACTS: Allen H. Koranda, Michael E. DeHaan
Chairman and CEO Chairman, President and CEO
(773) 239-6000
Jerry A. Weberling, EVP and
Chief Financial Officer
(630) 887-5999
MAF BANCORP, INC. TO ACQUIRE CHESTERFIELD FINANCIAL CORP.
Clarendon Hills, Illinois, June 5, 2004 - MAF Bancorp, Inc. (NASDAQ:MAFB) and
Chesterfield Financial Corp. (NASDAQ:CFSL) jointly announced today that MAF has
agreed to acquire Chesterfield in a cash and stock transaction. Allen H.
Koranda, Chairman and CEO of MAF and Michael E. DeHaan, Chairman, President and
CEO of Chesterfield announced that their respective boards of directors have
approved a definitive agreement under which Chesterfield will be merged with
MAF.
Pursuant to the merger agreement, MAF will purchase each share of Chesterfield
common stock for a fixed price of $31.50, payable 65% in cash and 35% in MAF
common stock. The transaction has a value of $128.5 million in the aggregate,
including stock options. The stock exchange ratio will be determined based on
MAF's average stock price during a period prior to closing. It is contemplated
that a substantial portion of the cash consideration will be funded out of
excess capital of Chesterfield. MAF has the option, subject to the consent of
Chesterfield, to substitute additional cash consideration in lieu of MAF stock.
The transaction is subject to customary closing conditions, regulatory approvals
and the approval of Chesterfield stockholders. The transaction will be taxable
to the stockholders of Chesterfield. The companies currently expect the
transaction to close in the fourth quarter of 2004. In connection with the
merger, Chesterfield's bank subsidiary, Chesterfield Federal Savings and Loan
Association of Chicago, will be merged with Mid America Bank, a wholly-owned
subsidiary of MAF Bancorp. The merger of the banks will provide Mid America Bank
with three additional branch locations, in the Beverly neighborhood of Chicago
as well as in suburban Palos Hills and Frankfort, Illinois.
Allen Koranda, Chairman of the Board and Chief Executive Officer of MAF
commented, "This acquisition gives us a great opportunity to extend our reach on
the south side of Chicago and into
some attractive markets in the south suburbs. We're excited about the potential
this gives us to market our retail loan and deposit products and business
banking services in these communities."
Michael E. DeHaan, Chairman, President and CEO of Chesterfield said, "The long
history and success that Chesterfield has enjoyed is now entering a new phase
with this merger with MAF. We think our loyal customers and employees will
benefit from MAF's commitment to retail banking as well as from significantly
greater resources that MAF offers."
Given the relative size of the transaction, MAF expects it will be neutral to
calendar 2005 and 2006 earnings per share. The Company expects to achieve
significant cost savings following the integration of the two companies'
respective organizations. MAF also expects to realize additional synergies from
the reinvestment at higher rates of Chesterfield's excess liquid assets. The
data processing conversion is currently targeted to be completed in the fourth
quarter of 2004. This past weekend, the Company successfully completed the
systems conversion for all of the former St. Francis Bank offices.
MAF Bancorp is the parent company of Mid America Bank, a federally chartered
stock savings bank headquartered in Clarendon Hills, Illinois. At March 31,
2004, the Company had assets of $9.1 billion, deposits of $5.6 billion and
stockholders' equity of $915 million. The Bank currently operates a network of
67 retail banking offices throughout Chicago and Milwaukee and their surrounding
areas. Offices in the Milwaukee area operate under the name "St. Francis Bank, a
division of Mid America Bank." The Company's common stock trades on the Nasdaq
Stock Market under the symbol MAFB.
Chesterfield Financial Corp. is the holding company for Chesterfield Federal
Savings and Loan Association of Chicago, a federally chartered stock savings and
loan association headquartered in Chicago, IL. At March 31, 2004, Chesterfield
had assets of $361 million, deposits of $279 million, and stockholders' equity
of $75 million. Chesterfield's common stock trades on the Nasdaq Stock Market
under the symbol CFSL.
Forward-Looking Information
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Statements contained in this news release that are not historical facts
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. These
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 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.
NOTE: The following notice is included to meet certain legal requirements.
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MAF will be filing a registration statement containing a proxy statement/
prospectus and other documents regarding the proposed transaction with the
Securities and Exchange Commission. CHESTERFIELD SHAREHOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT MAF AND CHESTERFIELD, AND THE PROPOSED
TRANSACTION. When available, copies of this proxy statement/prospectus will be
mailed to Chesterfield shareholders, and it and other documents filed by MAF or
Chesterfield with the SEC may be obtained free of charge 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 or Chesterfield at 10801 S. Western Avenue,
Chicago, IL 60643.
Chesterfield and its directors, executive officers and certain other members of
management and employees may be soliciting proxies from their stockholders in
favor of the proposed merger. Information regarding such persons who may, under
the rules of the SEC, be considered to be participants in the solicitation of
Chesterfield's stockholders in connection with the proposed merger is set forth
in Chesterfield's proxy statement filed with the SEC on October 17, 2003
relating to its annual meeting of stockholders held on November 18, 2003.
Additional information will be set forth in the proxy statement/prospectus when
it is filed with the SEC.