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)
February 26, 1999
MB Financial, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-24566 36-3895923
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
incorporation) Number)
1200 N. Ashland Avenue, Chicago, Illinois 60602
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 782-6200
Avondale Financial Corp., 20 North Clark Street, Chicago, Illinois
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(Former name or former address, if changed since last Report)
Item 2. Acquisition or Disposition of Assets
On February 26, 1999, MB Financial, Inc., a Delaware corporation
("MB")issued the press release included as Exhibit 99 to this Report and
incorporated by reference herein, announcing the consummation of the Merger of
Avondale Financial Corp., a Delaware corporation ("Avondale") and Coal City
Corporation, an Illinois corporation ("Coal City"), pursuant to the Agreement
and Plan of Merger dated as of October 12, 1998 by and between Avondale and Coal
City (the "Merger Agreement"). Pursuant to the Merger Agreement, Coal City was
merged (the "Merger") with and into Avondale, and the combined entity was
renamed MB Financial, Inc. ("MB"), and thereafter, Avondale Federal Savings
Bank, the wholly owned subsidiary of Avondale, was merged into Manufacturers
Bank, the wholly owned subsidiary of Coal City. The Merger Agreement was
included as Exhibit 2 to Avondale's Current Report on Form 8-K for the event on
October 12, 1998, and is incorporated herein by reference.
Upon consummation of the Merger, each share of the common stock, no par
value, of Coal City ("Coal City Common Stock") was converted into the right to
receive 83.5 shares of the common stock, par value $.01 per share, of MB ("MB
Common Stock"). Based on the 48,957 shares of Coal City Common Stock issued and
outstanding immediately prior to the Merger, MB will issue 4,087,909 shares of
MB Common Stock in the Merger. In addition, under the Merger Agreement, MB
assumed unexercised options to purchase 1,476 shares of Coal City Common Stock
(which converted into options to purchase 123,246 shares of MB Common Stock)
held by Coal City's directors, officers and employees.
Avondale's Registration Statement (the "Registration Statement") on Form
S-4 (File No. 333-70017), which was declared effective by the Securities and
Exchange Commission (the "Commission") on January 8, 1999, contains additional
information regarding the Merger and the parties involved, including among other
things the terms of the Merger Agreement and a description of Coal City's
business.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
The consolidated financial statements and the notes thereto of Coal City
required by this item were contained in the Joint Proxy Statement/Prospectus
filed with Avondale's Registration Statement on Form S-4 (Commission File No.
333-70017), declared effective by the Commission on January 8, 1999, and are
incorporated herein by reference.
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(b) Pro forma financial information.
The unaudited Pro Forma Combined Financial Statements of Avondale and Coal
City were contained in the Joint Proxy Statement/ Prospectus filed with
Avondale's Registration Statement on Form S-4 (Commission File No. 333-70017)
declared effective by the Commission on January 8, 1999, and are incorporated
herein by reference.
(c) Exhibits
The Exhibits listed on the accompanying Exhibit Index are filed as part of
this Report and are incorporated herein by reference.
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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.
MB FINANCIAL, INC.
Date: March 12, 1999 By:/s/ Mitchell Feiger
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Mitchell Feiger, President
and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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2 Agreement and Plan of Merger, dated as of October 12, 1998, by
and between Avondale Financial Corp. ("Avondale") and Coal
City Corporation (incorporated by reference to Exhibit 2 to
Avondale's Report on Form 8-K filed with the Securities and
Exchange Commission on October 16, 1998)
3(i) Certificate of Merger
3(ii) Certificate of Amendment of Certificate of Incorporation
3(iii) Amendment to the By-laws
99 Press Release of MB Financial, Inc. dated February 26, 1999
Exhibit 3(i)
CERTIFICATE OF MERGER
OF
AVONDALE FINANCIAL CORP.
AND
COAL CITY CORPORATION
1. The names and states of incorporation of the constituent corporations
are as follows:
Name of Corporation State of Incorporation
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Avondale Financial Corp. Delaware
Coal City Corporation Illinois
2. An Agreement and Plan of Merger, dated as of October 12, 1998, as
amended, has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations.
3. The name of the surviving corporation is Avondale Financial Corp.,
which shall be changed herewith to "MB Financial, Inc." and it shall
be governed by the laws of Delaware.
4. The certificate of incorporation of Avondale Financial Corp., as then
in effect shall be the certificate of incorporation of the surviving
corporation, except that Article First shall be changed to "MB
Financial, Inc."
5. The executed Agreement and Plan of Merger is on file at the principal
place of business of Avondale Financial Corp. now know as MB
Financial, Inc., located at 1200 North Ashland Avenue, Chicago,
Illinois 60622.
6. A copy of the Agreement and Plan of Merger will be furnished by the
surviving corporation, on request and without any cost, to any
stockholder of either constituent corporation.
7. Prior to the merger, the authorized capital stock of Coal City
Corporation was 200,000 shares of Common Stock, no par value, 100
shares of Class A Preferred Stock, $100,000 par value, and 100 shares
of Class B Preferred Stock, $150,000 par value.
8. The merger will be effective upon the filing of this certificate of
merger with the Secretary of State.
IN WITNESS WHEREOF, this Certificate of Merger has been signed as of the
26th day of February, 1999 by the President and Secretary of Avondale Financial
Corp. and by the President and Assistant Secretary of Coal City Corporation.
AVONDALE FINANCIAL CORP.
By: /s/ Robert S. Engelman, Jr.
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Robert S. Engelman, Jr., President
ATTEST:
/s/ Doria L. Koros
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Doria L. Koros, Secretary
COAL CITY CORPORATION
By: /s/ Mitchell Feiger
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Mitchell Feiger, President
ATTEST:
/s/ John C. Siragusa
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John C. Siragusa, Assistant Secretary
Exhibit 3(ii)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
MB Financial, Inc. (formerly Avondale Financial Corp.), a corporation
organized under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, at a meeting duly
held, adopted resolutions proposing and declaring advisable the following
amendment of the Certificate of Incorporation of said Corporation:
Article FOURTH, Section A shall be amended in its entirety as follows:
FOURTH: A. The total number of shares of all classes of stock
which the Corporation shall have the authority to issue is twenty-one
million (21,000,000) consisting of:
1. one million (1,000,000) shares of Preferred Stock, par value
one cent ($.01) per share (the "Preferred Stock"); and
2. twenty million (20,000,000) shares of Common Stock, par
value one cent ($.01) per share (the "Common Stock").
SECOND: That the stockholders approved said amendment at the Special
Meeting of Stockholders of the Corporation, held on February 10, 1999, by the
requisite votes of the outstanding shares of common stock, pursuant to notice
given in accordance with the provisions of Section 222 of the General
Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendments were duly adopted in accordance with
the applicable provisions of Sections 222 and 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, MB Financial, Inc. has caused this certificate to be
signed by Mitchell Feiger, its President and Chief Executive Officer, this 26th
day of February, 1999.
MB FINANCIAL, INC.
By: /s/ Mitchell Feiger
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Mitchell Feiger, President
and Chief Executive Officer
Exhibit 3(iii)
AMENDMENT TO THE BY-LAWS
OF
AVONDALE FINANCIAL CORP.
Adopted by the Board of Directors on October 12, 1998
RESOLVED, that the By-laws of the Corporation be amended as of the Company
Merger Effective Time to add the following Section 10 to Article II of the
By-laws.
SECTION 10. Directors, Executive Officers and Committees. In accordance
with Section 6.2 of the Agreement and Plan of Merger by and between the
Corporation and Coal City Corporation, dated October 12, 1998 (the "Agreement"),
the following provisions shall govern directors, executive officers and
committees to the exclusion of any provision in these By-laws to the contrary.
Terms capitalized but not otherwise defined in this Section shall have the
meaning given to them in the Agreement.
(a) At the Company Merger Effective Time, the Board of Directors of
Avondale as the Surviving Corporation shall consist of between 16 and 18
directors who shall consist of (i) eight persons serving as directors of
Avondale (each, an "Avondale-Related Director") and (ii) between eight and ten
persons serving as directors of Coal City (each, a "Coal City-Related
Director"), in each case serving in such capacity immediately prior to the
Company Merger Effective Time. If at any time during the three year period
following the Company Merger Effective Time any person who becomes a director of
Avondale as the Surviving Corporation at the Company Merger Effective Time shall
for any reason cease to serve as a director or shall not stand for reelection as
a director, it is the intention of Avondale and Coal City and their respective
Boards of Directors that he or she will be replaced, if an Avondale-Related
Director, by the Avondale-Related Directors, and if a Coal City-Related
Director, by the Coal City-Related Directors. It is also the intention of
Avondale and Coal City and their respective Boards of Directors that during such
three year period, the Coal City-Related Directors shall have the right to
appoint up to that number of persons equal to the remainder of ten minus the
number of Coal City-Related Directors at the Company Merger Effective Time to
the Board of Directors of Avondale as the Surviving Corporation. The
Avondale-Related Directors hereby commit to vote in favor of any such nominees
of the Coal City-Related Directors for any such additional new directorships,
and shall so vote, except to the extent that any such vote shall be in violation
of their fiduciary duties under the DGCL.
(b) The Board of Directors of Avondale as the Surviving Corporation shall
have an Executive Committee and such other committees as the Board shall
establish in accordance with Section 141 of the DGCL, its Certificate of
Incorporation and these By-laws. The Executive Committee shall consist of six
members: Robert S. Engelman, Jr., who shall be Chairman of the Executive
Committee, Mitchell Feiger, two members selected by the Avondale-Related
Directors
and two members selected by the Coal City-Related Directors. The Chairman of the
Board, the President and the Chief Executive Officer of Avondale as the
Surviving Corporation may each call meetings of the Board of Directors and the
Executive Committee. Each other committee shall have an even number of each
members, and at the Company Merger Effective Time and for three years
thereafter, one-half of the members of each such other committee shall consist
of Avondale-Related Directors and the other half shall consist of Coal
City-Related Directors, unless a majority of the Avondale-Related Directors and
a majority of the Coal City-Related Directors shall otherwise agree.
(c) It is the intention of Avondale and Coal City and their respective
Boards of Directors that during the above-referenced three-year period, this
Section 10 be amended only upon the affirmative vote of a majority of both the
Avondale-Related Directors and the Coal City-Related Directors.
(d) During the three year period following the Company Merger Effective
Time: Robert J. Engelman, Jr. shall be the Chairman of the Board of Avondale as
the Surviving Corporation; Mitchell Feiger shall be the President and Chief
Executive Officer of Avondale as the Surviving Corporation; and Howard Jaffe
shall be the Chief Financial Officer of Avondale as the Surviving Corporation.
Exhibit 99
Contact: Howard Jaffe
MB Financial, Inc.
312-782-6200
Karen A. Perlman
Manufacturers Bank
773-292-6292
FOR IMMEDIATE RELEASE:
MANUFACTURERS BANK MERGES WITH AVONDALE FEDERAL SAVINGS:
GROWS TO 13 LOCATIONS AND CHICAGOLAND'S 13TH LARGEST BANK
Chicago, IL (February 26, 1999) - Manufacturers Bank increased the number of its
Chicagoland banking offices from eight to 13 when Avondale Financial Corp. and
Coal City Corporation announced today that as of February 26, 1999, it will have
completed its merger previously announced on October 13, 1998. As a result of
the merger, Avondale Federal Savings Bank has been merged into Manufacturers
Bank. As of February 26, 1999, Avondale Financial Corp, (AVND) is renamed MB
Financial, Inc. and will be traded on the NASDAQ exchange under its new ticker
symbol (MBFI). The merged organization has assets of over $1.4 billion, ranking
it as Chicagoland's 10th largest commercial bank headquartered in the Chicago
area.
The merger was accounted for as a purchase transaction for accounting
purposes and treated as a tax-free reorganization.
"We are excited about the completion of the merger between our two
financial institutions. Our larger size and scope will allow the Bank to more
rapidly expand its middle market lending capabilities throughout the Chicago
metropolitan area, while broadening our deposit and banking services to the
current and future customers surrounding the Avondale and Manufacturers branch
offices. Merging with Avondale also builds on the strengths of our previous
acquisitions of Peterson Bank in 1995 and U.S. Bank in 1997. The merger will
also increase our legal lending limit to over $20 million," said Mitchell
Feiger, president and CEO of MB Financial, Inc.
Robert J. Engleman, Jr., Avondale's President and Chief Executive Officer,
will become
Chairman of the Board of MB Financial. "Manufacturers' commercial banking
strength combined with Avondale's tradition since 1911 as a cornerstone of
Chicagoland consumer banking will benefit both retail customers and small and
mid-size businesses. Both banks have strong ethnic customer bases, fiscally
responsible lending policies, and a history of strong steady growth, " said
Engelman.
Manufacturers banking offices within the Chicagoland city limits are
located at, 1200 N. Ashland Avenue, 8300 W. Belmont Avenue, 20 N. Clark Street,
10200 S. Ewing Avenue, 6101 N. Lincoln Avenue, 2965 N. Milwaukee Avenue, 3232 W.
Peterson Avenue, 6443 N. Sheridan Road and 3030 E. 92nd Street. Suburban
locations include: 17130 Torrence Avenue in Lansing, 7557 W. Oakton Street in
Niles, 901 E. Sibley Blvd. in South Holland, and 16255 S. Harlem Avenue in
Tinley Park. MB Financial headquarters are located at 1200 N. Ashland Avenue,
Chicago. For more information please contact Howard Jaffe, Chief Financial
Officer, MB Financial, Tel: 312-782-6200 or Karen Perlman, Director of
Marketing, Manufacturers Bank Tel: 773-292-6292, Fax: 773-292-2057 or
e-mail:perlman@manbk.com.
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