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 29, 2005
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 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
-------------------------------------------
On June 30, 2005, MAF Bancorp, Inc. ("MAF") announced that it has
agreed to acquire EFC Bancorp, Inc. ("EFC") in a stock and cash transaction
valued at approximately $177.5 million. MAF indicated that the respective boards
of directors of MAF and EFC approved a definitive agreement to effectuate the
merger of the two institutions, with MAF to be the surviving corporation. Under
terms of the agreement, shareholders of EFC will be entitled to elect to receive
either .8082 shares of MAF stock for each share of EFC stock they hold, or cash
in the amount of $34.69, without interest, for each such share, or a combination
thereof, subject to the election and allocation procedures detailed in the
merger agreement. Approximately 60% of the total consideration will be paid in
MAF stock and approximately 40% will be paid in cash. Based on this structure
and the current outstanding shares of EFC, the aggregate merger consideration
will include approximately $70 million in cash and approximately 2.3 million
shares of MAF stock (excluding stock options).
The transaction is currently expected to be completed in January 2006, subject
to customary closing conditions, regulatory approvals and approval by the
holders of a majority of EFC's common stock. In the event the merger is not
consummated under certain circumstances, EFC has agreed to pay MAF a termination
fee of $9.0 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 Reorganization is filed herewith as Exhibit
2.1 and is incorporated herein by reference. The Agreement has been included to
provide the agreed upon terms of the transaction. It is not intended to provide
other factual information about MAF. Such information can be found in other
public filings MAF makes with the SEC, which are available without charge at
www.sec.gov.
ITEM 7.01 REGULATION FD DISCLOSURE.
-------------------------------------------------
Attached as Exhibit 99.1, and incorporated herein by reference, is a
copy of the press release issued by MAF on June 30, 2005, announcing signing of
the Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
----------------------------------
Exhibit 2.1 Agreement and Plan of Reorganization dated
June 29, 2005, by and between MAF Bancorp, Inc. and
EFC Bancorp, Inc. (the Agreement contains a list of
exhibits which have been omitted from this filing and
MAF agrees to furnish supplementally a copy of the
omitted exhibits to the Commission upon request).
Exhibit 99.1 Press Release dated June 30, 2005.
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: June 30, 2005
3
INDEX TO EXHIBITS
-----------------
Exhibit
- -------
Exhibit 2.1 Agreement and Plan of Reorganization dated June 29, 2005, by
and between MAF Bancorp, Inc. and EFC Bancorp, Inc.
Exhibit 99.1 Press Release dated June 30, 2005.
4