UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 30, 1996
(Date of earliest event reported)
_________________
MAF BANCORP, INC.
(Exact name of Registrant as specified in
its governing instruments)
Delaware
(State or other jurisdiction of organization)
0-18121 36-3664868
(Commission File Number) (I.R.S. Employer Identification No.)
55th Street & Holmes Avenue
Clarendon Hills, Illinois
(Address of principal executive office)
60514
(Zip Code)
708/325-7300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
As previously reported on a Form 8-K dated May 30, 1996 and filed
with the Commission on June 11, 1996, on May 30, 1996, MAF Bancorp, Inc.
completed its merger with N.S. Bancorp, Inc. pursuant to a definitive
merger agreement dated as of November 29, 1995. As a result of the merger,
N.S. Bancorp, Inc. has been merged into MAF Bancorp, Inc., and Northwestern
Savings Bank, a wholly owned subsidiary of N.S. Bancorp, Inc., has been
merged into Mid America Federal Savings Bank, a wholly owned subsidiary of
MAF Bancorp., Inc. This Form 8-K/A is being filed in accordance with the
Commission's rules to include the required pro forma financial information
relating to the transaction which was not available at the time of the
initial filing on Form 8-K.
Item 7. Financial Statements and Exhibits.
a. Financial Statements of N.S. Bancorp, Inc.
The financial statements required by Item 7(a) were previously filed
as part of the Registrant's Form 8-K dated May 30, 1996, and filed on
June 11, 1996.
b. Pro Forma Financial Information.
On May 30, 1996, MAF Bancorp, Inc. ("MAF Bancorp") acquired N.S.
Bancorp, Inc. ("N.S. Bancorp") for a combination of cash and stock valued
at $269.7 million (the "Merger"), pursuant to the terms of an Amended and
Restated Agreement and Plan of Merger dated as of November 29, 1995 (the
"Merger Agreement"). In accordance with the terms of the Merger, MAF
Bancorp paid consideration of $41.18 per share for each outstanding share
of N.S. Bancorp, consisting of $20.1799 in cash and .8529 shares of MAF
Bancorp Common Stock, based upon MAF Bancorp's closing stock price of
$24.625 on May 29, 1996.
The following unaudited Pro Forma Condensed Combined Statement of
Condition and Pro Forma Condensed Combined Statements of Operations are
based upon the historical results of MAF Bancorp and N.S. Bancorp giving
effect to the Merger using the purchase method of accounting. The
historical results of operations are shown using MAF Bancorp's fiscal year
ending June 30, 1995, and nine months ending March 31, 1996. N.S. Bancorp
results have historically been reported on a calendar-year basis. For
comparative purposes, N.S. Bancorp's historical operating results,
including earnings per share, have been restated to conform to
MAF Bancorp's fiscal year by adding together the respective interim
quarterly results of N.S. Bancorp. Pro forma adjustments, and the
assumptions on which they are based, are described below and in the
accompanying footnotes to the pro forma condensed combined financial
statements. The pro forma condensed combined financial statements are not
necessarily indicative of the results that actually would have occurred had
the companies constituted a single entity during the respective periods,
nor are they indicative of future results of operations.
Page 2 of 12
The pro forma financial statements do not take into account the
following items which will impact the financial condition, results of
operations and reported per share amounts of the merged entity.
- Earnings from March 31, 1996 to May 30, 1996, the closing date of
the transaction.
- Estimated expense savings to be derived from, among other things,
the termination of N.S. Bancorp executive officers, elimination of
duplicate backroom operations and conversion to MAF Bancorp's in-
house data processing system.
- Expected revenue enhancements from implementing MAF Bancorp's
retail strategy, products and services in the N.S. Bancorp branch
network.
- Expected implementation of the FDIC's proposal to impose a special
one-time assessment on Savings Association Insurance Fund ("SAIF")
members in an amount left to the discretion of the FDIC but
expected to be between 79 to 85 basis points to recapitalize the
SAIF fund. This would allow the adoption of an ongoing assessment
schedule similar to that applicable to Bank Insurance Fund ("BIF")
members. An 85 basis point special one-time assessment on
deposits would result in an after-tax charge for MAF Bancorp and
N.S. Bancorp of approximately $6.9 million and approximately $4.5
million, respectively. An assessment schedule for SAIF members
similar to BIF members would result in a reduction in federal
deposit insurance premium expenses in future years.
Page 3 of 12
PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL CONDITION
MARCH 31, 1996
(Unaudited)
Historical
----------
MAF N.S. Pro Forma Pro Forma
Bancorp Bancorp Adjustments Combined
------- ------- ----------- ---------
(in thousands)
Assets:
Cash and due from banks . . . . . $ 44,097 $ 2,131 $(45,369)(Note 2) $ 859
Interest-bearing deposits . . . . 27,099 137 - 27,236
Federal funds sold. . . . . . . . 6,270 24,000 - 30,270
Investment securities, at
amortized cost . . . . . . . . . 32,592 130,229 (65,769)(Note 2,3) 97,052
Investment securities available
for sale, at fair value. . . . . 39,225 2,488 - 41,713
Stock in Federal Home Loan
Bank of Chicago, at cost. . . . . 19,775 9,704 - 29,479
Mortgage-backed securities,
at amortized cost. . . . . . . . 119,414 192,730 (51)(Note 3) 312,093
Mortgage-backed securities
available for sale, at
fair value . . . . . . . . . . . 143,817 - - 143,817
Loans receivable held for
sale . . . . . . . . . . . . . . - - - -
Loans receivable. . . . . . . . . 1,496,820 748,202 (5,415)(Note 3) 2,239,607
Less allowance for loan
losses . . . . . . . . . . . . . 9,498 (7,816) - 1,682
---------- ---------- -------- ----------
Net loans receivable . . . . . . 1,487,322 756,018 (5,415) 2,237,925
Accrued interest receivable . . . 11,749 7,865 - 19,614
Foreclosed real estate. . . . . . 109 178 - 287
Real estate held for development
or sale. . . . . . . . . . . . . 8,589 19,567 (1,891)(Note 3) 26,265
Premises and equipment, net . . . 22,519 3,683 4,140 (Note 3) 30,342
Other assets. . . . . . . . . . . 17,607 4,662 8,851 (Note 3) 31,120
Cost in excess of fair value of
net assets acquired. . . . . . . - - 30,782 (Note 3) 30,782
---------- ---------- -------- ----------
Total assets. . . . . . . . . . $1,980,184 $1,153,392 $(74,722) $3,058,854
========== ========== ======== ==========
Liabilities:
Deposits . . . . . . . . . . . . $1,372,783 $ 880,417 $ 428 (Note 3) $2,253,628
Borrowed funds. . . . . . . . . . 426,343 29,452 35,000 (Note 2) 490,795
Subordinated capital
notes, net . . . . . . . . . . . 26,660 - - 26,660
Advances by borrowers for taxes
and insurance. . . . . . . . . . 18,054 663 - 18,717
Accrued expenses and other
liabilities. . . . . . . . . . . 26,690 7,628 (6,156)(Note 5) 28,162
---------- ---------- -------- ----------
Total liabilities . . . . . . . 1,870,530 918,160 29,272 2,817,962
---------- ---------- -------- ----------
Stockholders' equity:
Preferred stock . . . . . . . . . - - - -
Common stock. . . . . . . . . . . 59 100 (46)(Note 6) 113
Additional paid-in capital. . . . 39,762 74,236 56,948 (Note 6) 170,946
Retained earnings, substantially
restricted . . . . . . . . . . 84,158 256,689 (256,689)(Note 6) 84,158
Unrealized (loss) on marketable
securities, net of tax . . . . (248) (8) 8 (Note 6) (248)
Treasury stock,
at cost . . . . . . . . . . . . (14,077) (92,420) 92,420 (Note 6) (14,077)
Common stock purchased by:
Employee Stock Ownership Plan . . - (2,981) 2,981 (Note 4) -
Association Recognition and
Retention Plan . . . . . . . . . - (384) 384 (Note 4) -
---------- ---------- -------- ----------
Total stockholders' equity . . 109,654 235,232 (103,994) 240,892
---------- ---------- -------- ----------
Total liabilities
and stockholders' equity . . $1,980,184 $1,153,392 $(74,722) $3,058,854
========== ========== ======== ==========
See accompanying notes to Pro Forma Condensed Combined Financial Statements
(unaudited).
Page 4 of 12
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 1996
(Unaudited)
Historical
----------
MAF N.S. Pro Forma Pro Forma
Bancorp Bancorp Adjustments Combined
------- ------- ----------- ---------
(dollars in thousands, except per share amounts)
Interest income:
Loans receivable . . . . . . . . . $ 81,295 $ 41,698 $ 377 (Note 3) $ 123,370
Mortgage-backed securities . . . . 13,303 11,723 4 (Note 3) 25,030
Investment securities and
other . . . . . . . . . . . . . . 6,490 6,903 (5,547)(Note 3) 7,846
---------- ---------- -------- -----------
Total interest income. . . . . . 101,088 60,324 (5,166) 156,246
Interest expense:
Deposits . . . . . . . . . . . . . 45,488 26,981 - (Note 3) 72,469
Borrowed funds . . . . . . . . . . 21,592 2,821 1,838 (Note 2) 26,251
---------- ---------- -------- -----------
Total interest expense. . . . . . 67,080 29,802 1,838 98,720
---------- ---------- -------- -----------
Net interest income . . . . . . . 34,008 30,522 (7,004) 57,526
Provision for loan losses . . . . . 450 - - 450
---------- ---------- -------- -----------
Net interest income after
provision for loan losses . . . . 33,558 30,522 (7,004) 57,076
Non-interest income:
Gain on sale of:
Loans receivable and mortgage-
backed securities. . . . . . . . 284 - - 284
Investment securities. . . . . . 45 4,157 - 4,202
Income from real estate
operations . . . . . . . . . . . 4,370 654 232 5,256
Deposit account service
charges. . . . . . . . . . . . . 3,575 277 - 3,852
Loan servicing fee income . . . . 1,761 - - 1,761
Brokerage commissions . . . . . . 1,226 - - 1,226
Other . . . . . . . . . . . . . . 1,967 1,380 - 3,347
---------- ---------- -------- -----------
Total non-interest income . . . 13,228 6,468 232 19,928
Non-interest expense:
Compensation and benefits. . . . . 14,910 7,081 - 21,991
Office occupancy and equipment . . 2,703 1,413 42 (Note 3) 4,158
Federal deposit insurance
premiums . . . . . . . . . . . 2,293 1,469 - 3,762
Advertising and promotion. . . . . 1,290 585 - 1,875
Data processing . . . . . . . . . 1,191 338 - 1,529
Other. . . . . . . . . . . . . . . 4,051 1,993 2,056 (Note 3) 8,100
---------- ---------- -------- -----------
Total non-interest
expense. . . . . . . . . . . 26,438 12,879 2,098 41,415
---------- ---------- -------- -----------
Income before income taxes and
extraordinary item . . . . . . . . 20,348 24,111 (8,870) 35,589
Income taxes . . . . . . . . . . . 7,858 8,914 (2,932) 13,840
---------- ---------- -------- -----------
Income before extraordinary
item . . . . . . . . . . . . . 12,490 15,197 (5,938) 21,749
Extraordinary item. . . . . . . . . (474) - - (474)
---------- ---------- -------- -----------
Net income . . . . . . . . . . . . $ 12,016 $ 15,197 $ (5,938) $ 21,275
========== ========== ======== ===========
Earnings per share (Note 7):
Primary. . . . . . . . . . . . . . $ 2.07 $ 2.31 $ 1.91
Fully-diluted. . . . . . . . . . . $ 2.07 $ 2.31 $ 1.91
========== ========== ===========
Weighted-average shares
outstanding (Note 7):
Primary. . . . . . . . . . . . . . 5,800,017 6,569,287 11,161,960
Fully-diluted . . . . . . . . . . 5,803,213 6,572,506 11,165,156
See accompanying notes to Pro Forma Condensed Combined Financial Statements
(unaudited).
Page 5 of 12
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED JUNE 30, 1995
(Unaudited)
Historical
----------
MAF N.S. Pro Forma Pro Forma
Bancorp Bancorp Adjustments Combined
------- ------- ----------- ---------
(dollars in thousands, except per share amounts)
Interest income:
Loans receivable . . . . . . $ 86,511 $ 51,820 $ 541 (Note 3) $ 138,872
Mortgage-backed
securities . . . . . . . . 19,747 16,450 6 (Note 3) 36,203
Investment securities
and other . . . . . . . . $ 8,705 6,982 (7,641)(Note 2,3) 8,046
---------- ---------- ------- -----------
Total interest income. . 114,963 75,252 (7,094) 183,121
Interest expense:
Deposits . . . . . . . . . . 55,794 29,673 (427)(Note 3) 85,040
Borrowed funds . . . . . . . 17,573 10,755 2,450 (Note 2) 30,778
---------- --------- -------- -----------
Total interest expense . . 73,367 40,428 2,023 115,818
---------- --------- -------- -----------
Net interest income . . . . 41,596 34,824 (9,117) 67,303
Provision for loan losses . . 475 775 - 1,250
---------- --------- ------- -----------
Net interest income after
provision for loan
losses. . . . . . . . . . 41,121 34,049 (9,117) 66,053
Non-interest income:
Gain (loss) on sale of:
Loans receivable . . . . . (56) - - (56)
Investment securities. . . (231) 2,666 - 2,435
Income from real estate
operations . . . . . . . . 7,497 4,178 297 11,972
Deposit account service
charges . . . . . . . . . . 3,347 278 - 3,625
Loan servicing fee income. . 2,373 - - 2,373
Brokerage commissions. . . . 1,383 - - 1,383
Other. . . . . . . . . . . . 2,337 1,730 - 4,067
--------- -------- ------- -----------
Total non interest
income . . . . . . . . . 16,650 8,852 297 25,799
Non-interest expense:
Compensation and benefits. . 18,257 9,445 - 27,702
Office occupancy
and equipment. . . . . . . 3,522 2,030 83 (Note 3) 5,635
Federal deposit
insurance premiums . . . . 3,003 1,932 - 4,935
Advertising and promotion. . 1,760 717 - 2,477
Data processing. . . . . . . 1,473 394 - 1,867
Other. . . . . . . . . . . . 5,397 2,696 2,961 (Note 3) 11,054
--------- -------- -------- -----------
Total non-interest
expense. . . . . . . . . 33,412 17,214 3,044 53,670
--------- -------- -------- -----------
Income before income
taxes . . . . . . . . . . . 24,359 25,687 (11,864) 38,182
Income taxes. . . . . . . . . 9,316 9,364 (3,923) 14,757
--------- -------- -------- -----------
Net income . . . . . . . . $ 15,043 $ 16,323 $ (7,941) $ 23,425
========= ======== ========= ===========
Earnings per share
(Note 7):
Primary. . . . . . . . . . . $ 2.54 $ 2.36 - $ 2.08
Fully Diluted. . . . . . . . $ 2.54 $ 2.36 - $ 2.08
======== ======== ===========
Weighted-average shares
outstanding (Note 7):
Primary . . . . . . . . . . 5,912,787 6,916,452 - 11,274,730
Fully-diluted . . . . . . . 5,918,892 6,918,946 - 11,280,835
See accompanying notes to Pro Forma Condensed Combined Financial Statements
(unaudited).
Page 6 of 12
Notes to Pro Forma Condensed Combined Financial Statements (unaudited)
Note 1: Basis of Presentation
The Merger is being accounted for by MAF Bancorp using the purchase
method of accounting in accordance with Accounting Principles
Board Opinion ("APB") No. 16, and Statement of Financial Accounting
Standards ("SFAS") No. 72. Under this method, the aggregate cost of
the Merger is allocated to assets acquired and liabilities assumed
based on their estimated fair values at the closing date. Estimates of
the fair values of N.S. Bancorp's assets and liabilities as of the
acquisition date have been combined with the book values of MAF Bancorp's
assets and liabilities as of March 31, 1996.
The unaudited Pro Forma Condensed Combined Statement of Financial
Condition is based on the unaudited consolidated statement of
financial condition of MAF Bancorp and its subsidiaries, and of N.S.
Bancorp and its subsidiaries, adjusted for the impact of APB No. 16,
as well as the estimated impact of the financing obtained to execute
the transaction. The unaudited Pro Forma Combined Condensed
Statements of Operations for the fiscal year ended June 30, 1995
and the nine-month period ended March 31, 1996 are based on the
consolidated statements of operations of MAF Bancorp and subsidiaries and
of N.S. Bancorp and subsidiaries, adjusted for the impact of APB No.
16, as well as the estimated impact of the financing needed to execute
the transaction.
Certain amounts in the historical financial statements of N.S. Bancorp
have been reclassified to conform to MAF Bancorp's historical
financial statement presentation.
Note 2: Cash and Due from Banks and Investment Securities
The following table provides information (based on the Merger
consideration of $41.18 per share) regarding the sources and uses
of cash and investment securities in connection with the Merger
(in thousands):
MAF N.S.
Bancorp Bancorp Total
------- ------- -----
Purchase of N.S. Bancorp Common Stock . . . $(122,918) $ - $(122,918)
Cash-out of 467,340 N.S. Bancorp stock
options . . . . . . . . . . . . . . . . . - (15,501) (15,501)
Transaction costs . . . . . . . . . . . . . (2,415) (7,516) (9,931)
Acquisition financing . . . . . . . . . . . 35,000 - 35,000
Repayment to N.S. Bancorp of
ESOP loan. . . . . . . . . . . . . . . . - 2,981 2,981
---------- --------- ----------
Maturities and sales of investment
securities . . . . . . . . . . . . . . . - 65,000 65,000
---------- -------- ----------
$(90,333) $ 44,964 $ (45,369)
========== ======== ==========
In accordance with the Merger Agreement, MAF Bancorp paid $20.1799 per
share in cash for each of the 6,090,875 shares of N.S. Bancorp Stock
outstanding. As part of the transaction, MAF Bancorp obtained outside
financing of $35.0 million. MAF Bancorp incurred approximately $2.4
million in transaction costs, primarily for professional fees, severance
payments to certain employees, printing and other expenses.
Page 7 of 12
In accordance with the Merger Agreement, N.S. Bancorp cashed
out 467,340 stock options for an aggregate of $15.5 million, representing
the net difference between the acquisition price and strike price of the
options. Additionally, N.S. Bancorp incurred $7.5 million in transaction
costs, including $5.8 million in employment contract payments and $1.7
million in professional fees and other expenses. The N.S. Bancorp ESOP
trust repaid its loan from N.S. Bancorp in accordance with the terms of
the Merger Agreement.
Interest income on investment securities in the unaudited Pro Forma
Condensed Combined Statements of Operations for the nine months ended
March 31, 1996 and the year ended June 30, 1995 is reduced by $5.5 million
and $7.4 million, respectively, to reflect the reduction in cash and
investment securities of $110.4 million at an average interest rate of
6.75%.
Interest expense on borrowed funds in the unaudited Pro Forma Condensed
Combined Statements of Operations for the nine months ended March 31, 1996
and the year ended June 30, 1995 is increased by $1.8 million and $2.5
million, respectively, to adjust for the impact of $35.0 million of
acquisition financing at an average interest rate of 7.0%.
Note 3: Allocation of Purchase Accounting Adjustments
In accordance with SFAS No. 72, intangible assets acquired that can be
separately identified are assigned a portion of the total cost of the
acquired company if the fair value of those assets can be reliably determined.
Any identified intangible shall be recorded and amortized over its estimated
life. Any portion of the purchase price that cannot be assigned to
specifically identifiable tangible and intangible assets acquired less
liabilities assumed is considered cost in excess of fair value of net assets
acquired, which is amortized on a straight-line basis over 20 years.
The following table provides a reconciliation of the excess cost of the
Merger to MAF Bancorp over the fair value as of the acquisition date of net
assets acquired from N.S. Bancorp (in thousands):
Cash payment for N.S. Bancorp Common Stock . . . . . . $122,918
MAF Bancorp Common Stock to be issued. . . . . . . . . 127,920
Value of 100,000 N.S. Bancorp carryover
stock options. . . . . . . . . . . . . . . . . . . . 3,318
MAF Bancorp transaction costs. . . . . . . . . . . . . 2,155
---------
Total Cost of Merger to MAF Bancorp. . . . . . . . . 256,311
Less:
Stockholders' equity of N.S. Bancorp . . . . . . . . 235,232
Repayment of N.S. Bancorp ESOP loan. . . . . . . . . 2,981
Cash-out of N.S. Bancorp stock options,
net of tax. . . . . . . . . . . . . . . . . . . . . (9,611)
Purchase accounting adjustments, net . . . . . . . . 2,399
N.S. Bancorp transaction costs . . . . . . . . . . . (5,472)
---------
Cost in excess of fair value of net
assets acquired . . . . . . . . . . . . . . . . . . $ 30,782
=========
Page 8 of 12
A summary of the fair value adjustments as of the acquisition date is
presented below (in thousands):
Investment securities . . . . . . . . . . . $ (769)
Mortgage-backed securities . . . . . . . . (51)
Loans receivable . . . . . . . . . . . . . (5,415)
Premises and equipment . . . . . . . . . . 4,140
Real estate available for development or
sale . . . . . . . . . . . . . . . . . . . (1,891)
Core deposit intangible . . . . . . . . . . 8,851
Certificates of deposit . . . . . . . . . . (428)
Deferred tax liability . . . . . . . . . . (2,038)
--------
Total purchase accounting adjustments,
net . . . . . . . . . . . . . . . . . $ 2,399
========
Interest income on investment securities in the unaudited Pro Forma
Condensed Combined Statements of Operations for the nine months ended
March 31, 1996 and the year ended June 30, 1995 was $40,000 higher and
$191,000 lower, respectively, reflecting the amortization of premiums and
discounts calculated on investment securities using the level-yield method
over the expected life of the individual securities.
Interest income on mortgage-backed securities in the unaudited Pro
Forma Condensed Combined Statements of Operations for the nine months ended
March 31, 1996 and the year ended June 30, 1995 was $4,000 and $6,000 higher,
respectively, reflecting the amortization of the discount calculated on
mortgage-backed securities using the level-yield method over an estimated
weighted average life of six years.
Interest income on loans receivable in the unaudited Pro Forma
Condensed Combined Statements of Operations for the nine months ended
March 31, 1996 and the year ended June 30, 1995 was $377,000 and $541,000
higher, respectively, reflecting the amortization of the discount calculated
on loans receivable using the level yield method over an estimated weighted
average life of seven years.
Interest expense on deposits in the unaudited Pro Forma Condensed
Combined Statements of Operations for the nine months ended March 31, 1996
and the year ended June 30, 1995 was $-0- and $428,000 lower, respectively,
to reflect amortization of the premium on certificates of deposit using the
level-yield method over the estimated average life of 10 months.
Income from real estate operations in the unaudited Pro Forma Condensed
Combined Statements of Operations for the nine months ended March 31, 1996
and the year ended June 30, 1995 was $232,000 and $297,000 higher,
respectively, to reflect amortization of the writedown of real estate
available for development or sale on a straight-line basis over the remaining
units for sale.
Occupancy expense in the unaudited Pro Forma Condensed Combined
Statements of Operations for the nine months ended March 31, 1996 and the
year ended June 30, 1995 was $42,000 and $83,000 higher, respectively, to
reflect amortization of the fair value adjustment to premises and equipment,
using the straight-line method over the estimated useful lives of the related
assets.
Page 9 of 12
Other expense in the unaudited Pro Forma Condensed Combined Statements
of Operations for the nine months ended March 31, 1996 and the year ended
June 30, 1995 was $2.1 million and $3.0 million higher, respectively, to
reflect the amortization of the core deposit intangible on an accelerated
method over 10 years, and the amortization of the cost in excess of the fair
value of net assets acquired on a straight-line basis over 20 years.
Note 4: N.S. Bancorp ESOP and Northwestern Savings Recognition and
Retention Plans
In conjunction with the Merger, the N.S. Bancorp ESOP will be
terminated. With a portion of the cash proceeds received for the shares of
N.S. Bancorp Common Stock owned by the ESOP, the $3.1 million outstanding
borrowing of the ESOP has been repaid, with the remaining proceeds to be
distributed to the participants of the N.S. Bancorp ESOP in accordance with
the Merger Agreement and the N.S. Bancorp ESOP provisions.
The Northwestern Savings Association Recognition and Retention Plan
("ARP") grants shares of N.S. Bancorp Common Stock to certain key employees.
As of March 31, 1996, the ARP held 48,000 shares of N.S. Bancorp Common Stock
which were not allocated to any plan participants. Pursuant to the terms of
the Merger Agreement, the unallocated shares under this plan were cancelled
upon effectiveness of the Merger.
Note 5: Other Liabilities
The Pro Forma Combined Statement of Financial Condition as of March 31,
1996 includes adjustments to other liabilities as follows (in thousands):
Tax benefit on cash-out of N.S. Bancorp
stock options . . . . . . . . . . . . . $(5,890)
Tax benefit on transaction costs. . . . . (2,304)
Tax impact of purchase accounting . . . .
adjustments . . . . . . . . . . . . . . 2,038
--------
Total pro forma adjustment . . . . . $(6,156)
========
Note 6: Stockholders' Equity
At March 31, 1996, there were 5,244,463 shares of MAF Bancorp Common
Stock and 6,092,240 shares of N.S. Bancorp Common Stock outstanding (net of
48,000 shares in the ARP, which were cancelled as provided under the Merger
Agreement). Under the Merger Agreement, each share of N.S. Bancorp Common
Stock outstanding at the effective time was purchased for consideration
valued at $41.18 per share (based on an MAF Bancorp Closing Stock Price of
$24.625 per share), comprised of 0.8529 shares of MAF Bancorp Common Stock
valued at $21.003, plus $20.1799 per share in cash. The Merger resulted
in the issuance of an additional 5,194,710 shares of MAF Bancorp Common
Stock, including 167,233 shares issuable upon the expected exercise of
100,000 N.S. Bancorp carryover stock options.
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The following table details the adjustments to stockholders' equity in
the unaudited Pro Forma Condensed Combined Statement of Financial Condition
(in thousands):
Unrealized Loss
on Marketable
Common Paid-in Retained Securities, Treasury
Stock Capital Earnings Net of Tax Stock
------ ------- -------- --------------- ---------
Elimination of N.S. Bancorp
stockholders' equity. . . . . $(100) $(74,236) $(256,689) $ 8 $92,420
Issuance of MAF Bancorp
Common Stock. . . . . . . . . 52 127,868 - - -
Exercise of N.S. Bancorp
carry-over stock options. . . 2 3,316 - - -
------ --------- --------- ----- -------
Total pro forma
adjustment. . . . . . . . . . $ (46) $ 56,948 $(256,689) $ 8 $92,420
====== ========= ========== ===== =======
Note 7: Earnings Per Share
Primary earnings per share in the Pro Forma Combined Condensed
Statements of Operations were computed by dividing net income by the average
total outstanding shares (including the dilutive effect of stock options),
giving effect to the issuance of 5,194,710 shares of MAF Bancorp Common
Stock in the Merger and the elimination of the N.S. Bancorp average shares
outstanding as of July 1, 1994.
Fully-diluted earnings per share in the Pro Forma Combined Condensed
Statements of Operations were computed by dividing net income by the average
total outstanding shares (including the dilutive effect of stock options),
giving effect to the issuance of 5,194,710 shares of MAF Bancorp Common Stock
in the Merger and the elimination of the N.S. Bancorp average shares
outstanding as of July 1, 1994. The dilutive effect of outstanding stock
options was computed using the greater of the closing market price or the
average market price of MAF Bancorp Common Stock for the period.
c. Exhibits
None.
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SIGNATURES
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, thereunto duly authorized.
MAF Bancorp, Inc.
By:/s/ JERRY A. WEBERLING
--------------------------------
Jerry A. Weberling,
Chief Financial Officer
Dated: July 24, 1996
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