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) August 17, 1998
WESTCO BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19985 36-3823760
(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
2121 South Manheim Road, Westchester, Illinois 60154
(Address of principal executive offices)
(708) 865-1100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Page 1 of 92
ITEM 5. Other Events.
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On August 17, 1998, Westco Bancorp, Inc. ("Westco") announced that
it has agreed to be acquired by MAF Bancorp, Inc. ("MAF") in an all-stock
transaction and that the respective boards of directors of MAF and Westco
unanimously approved a definitive agreement to merge the two institutions, with
MAF to be the surviving corporation. Subject to the terms and conditions of the
merger agreement, on the effective date of the merger, each of the issued and
outstanding shares of Westco common stock will be converted pursuant to a fixed
exchange ratio into the right to receive 1.395 shares of MAF common stock. The
transaction, which is to be accounted for as a pooling of interests and treated
as a tax-free reorganization, is subject to regulatory approvals and approval by
the stockholders of Westco. Attached as Exhibit 99.1 is a copy of the joint
press release relating to the merger, which is incorporated herein by reference.
In order to facilitate its acquisition of Westco pursuant to the
merger agreement, MAF also entered into an Option Agreement with Westco dated as
of August 17, 1998, pursuant to which Westco granted MAF an option to purchase
newly issued shares of Westco in an amount up to 19.9% of Westco's issued and
outstanding shares, giving effect to the option exercise, subject to certain
terms and conditions. The option is exercisable at $26.35 per share.
Forward-Looking Information
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Statements contained in or incorporated by reference in this report that are not
historical facts may constitute forward-looking statements (within the meaning
of Section 21E of the Securities Exchange Act of 1934) which involve significant
risks and uncertainties. Actual results may differ materially from the results
discussed in these forward-looking statements. Factors that might cause such a
difference include, but are not limited to: (1) inability to realize cost
savings from the merger to the full extent expected or within the expected time
frame; (2) lower than expected revenues following the merger; (3) significant
increases in competitive pressures among depository institutions; (4) higher
than expected costs or difficulties related to the integration of the business
of Westco; (5) changes in the interest rate environment that result in reduced
interest rate margins; (6) deterioration of general economic conditions, either
nationally or in the Company's market area; and (7) adoption of legislation or
regulatory changes that adversely affect the business of the combined company.
ITEM 7(C). Exhibits.
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Exhibit 2.1 Agreement and Plan of Reorganization by and between MAF Bancorp,
Inc. and Westco Bancorp, Inc. dated as of August 17, 1998.
Exhibit 2.2 Option Agreement by and between MAF Bancorp, Inc. and Westco
Bancorp, Inc. dated as of August 17, 1998.
Exhibit 99.1 Press Release dated August 17, 1998.
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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 hereunto duly authorized.
WESTCO BANCORP, INC.
Dated: August 21, 1998 By: /s/ Richard A. Brechlin
--------------------------------
Richard A. Brechlin
Executive Vice President,
Chief Financial Officer and Treasurer
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INDEX TO EXHIBITS
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Exhibit
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2.1 Agreement and Plan of Reorganization by and between MAF Bancorp, Inc. and
Westco Bancorp, Inc. dated as of August 17, 1998
2.2 Option Agreement by and between MAF Bancorp, Inc. and Westco Bancorp, Inc.
dated as of August 17, 1998
99.1 Press Release dated August 17, 1998
Page 4 of 92