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): SEPTEMBER 9, 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 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[X] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01. REGULATION FD DISCLOSURE.
------------------------
On September 9, 2004, MAF Bancorp, Inc. ("MAF") issued a press release
announcing its participation in the Lehman Brothers 2004 Financial Services
Conference on September 13, 2004. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated by reference herein. A copy of the materials to
be used by MAF for the presentation is attached hereto as Exhibit 99.2 and
incorporated by reference herein.
Note: the information in this report (including the exhibits) is
furnished pursuant to Item 9 and shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section. This report will not be deemed a
determination or an admission as to the materiality of any information in the
report that is required to be disclosed solely by Regulation FD.
Forward-Looking Information
---------------------------
Statements contained in or incorporated by reference into this report
that are not historical facts constitute forward-looking statements (within the
meaning of Section 27 of the Securities Act of 1933, as amended, and 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, higher than expected overhead,
infrastructure and compliance costs, difficulties implementing the Company's
business model in the Milwaukee area markets, unanticipated changes in interest
rates or flattening of the yield curve, demand for loan products, unanticipated
changes in secondary mortgage market conditions or the market for mortgage
servicing rights, deposit flows, competition, adverse federal or state
legislative or regulatory developments, monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Treasury and Federal Reserve Board,
difficulties or delays in completing the acquisition of Chesterfield, higher
than expected costs or unanticipated difficulties associated with the
integration of Chesterfield into MAF, deteriorating economic conditions which
could result in increased delinquencies in MAF's or Chesterfield's loan
portfolio, the quality or composition of MAF's or Chesterfield's loan or
investment portfolios, demand for financial services and residential real estate
in MAF's or Chesterfield's market area, 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.
2
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
----------------------
Jerry A. Weberling
Executive Vice President and
Chief Financial Officer
Date: September 9, 2004
3
INDEX TO EXHIBITS
-----------------
Exhibit
- -------
Exhibit 99.1 Press Release dated September 9, 2004.
Exhibit 99.2 Conference Presentation Materials
4