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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual report pursuant to section 15(d) of
The Securities Exchange Act of 1934
For the year ended December 31, 2001
Commission file number: 0-18121
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MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
(Full title of the plan )
MAF BANCORP, INC.
55th & Holmes
Clarendon Hills, IL 60514
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive officer)
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REQUIRED INFORMATION
Items 1-3. Not applicable.
Item 4. The Mid America Bank, fsb Employees' Profit Sharing Plan, which
is subject to ERISA, files plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA.
Financial Statements. Listed below are the financial statements and
schedules filed as a part of the annual report:
(a) Statements of Net Assets Available for Plan Benefits as of
December 31, 2001 and 2000, and the related Statements of
changes in net assets available for plan benefits for the
years ended December 31, 2001, 2000 and 1999.
(b) Statements of Net Assets Available for Plan Benefits as of
December 31, 2001 and 2000 and the related statement of
changes in net assets available for plan benefits for the
years ended December 31, 2001, 2000 and 1999, respectively,
are hereby incorporated by reference to the Registration
Statement on Form S-8 filed by the Mid America Bank, fsb
Employees' Profit Sharing Plan (Registration No. 333-83534)
with the Securities Exchange Commission on February 28, 2002.
Exhibits
No. 23 - Independent Auditors' consent
2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 28, 2002 Mid America Bank, fsb
Employees' Profit Sharing Plan
By: /s/ Michael J. Janssen
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Member of Plan Administrative Committee
3
FINANCIAL STATEMENTS AND SCHEDULES
4
MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
INDEX
Page
----
Independent Auditors' Report 6
Financial Statements:
Statements of Net Assets Available for Plan
Benefits at December 31, 2001 and 2000 7
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 2001, 2000 and 1999 8
Notes to Financial Statements 9
Supplemental Schedules:
1 Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes at December 31, 2001 16
2 Schedule H, Line 4j - Schedule of Reportable Transactions for the
year ended December 31, 2001 17
5
INDEPENDENT AUDITORS' REPORT
The Trustees
Mid America Bank, fsb
Employees' Profit Sharing Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Mid America Bank, fsb Employees' Profit Sharing Plan as of
December 31, 2001 and 2000, and the related statements of changes in net assets
available for plan benefits for each of the years in the three-year period ended
December 31, 2001. These financial statements are the responsibility of the
Plan's administrator. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Plan's administrator, as well as evaluating
the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Mid
America Bank, fsb Employees' Profit Sharing Plan as of December 31, 2001 and
2000, and the changes in net assets available for plan benefits for each of the
years in the three-year period ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 2001 and reportable
transactions for the year ended December 31, 2001, are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules are the
responsibility of the Plan's administrator. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
June 7, 2002
6
MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
December 31,
------------------------------------
Assets: 2001 2000
------------ ------------
Investments, at fair value:
Money market deposit accounts $ 54,068 4,003,292
Certificates of deposit 3,118,089 3,067,292
Mutual funds 6,664,123 6,193,272
Pooled trust funds 7,662,395 -
MAF Bancorp, Inc. common stock 17,510,915 19,301,871
------------ ------------
35,009,590 32,565,727
Employer's contribution receivable 1,120,000 1,020,000
Accrued interest and dividends 71,194 70,105
Cash and other assets 18,917 19,749
------------ ------------
Net assets available for plan benefits $ 36,219,701 33,675,581
============ ============
See accompanying notes to financial statements.
7
MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Year Ended December 31,
----------------------------------------------------
2001 2000 1999
------------ ------------ ------------
Additions to net assets attributed to:
Interest income $ 354,108 279,929 260,581
Dividend income 517,765 1,046,943 829,971
------------ ------------ ------------
871,873 1,326,872 1,090,552
Gain (loss) on sale of investments:
Mutual funds (29,290) 1,859 (37,281)
Other common stock - 335,687 776,383
MAF Bancorp, Inc. common stock (16,669) 1,305 (27,919)
------------ ------------ ------------
(45,959) 338,851 711,183
Unrealized appreciation (depreciation) in
fair value of investments:
Mutual funds (479,953) (496,523) 543,152
Pooled trust funds (197,456) - -
Other common stock - (639,152) (66,925)
MAF Bancorp, Inc. common stock 694,523 5,082,310 (3,168,192)
------------ ------------ ------------
17,114 3,946,635 (2,691,965)
Contributions:
Employer 1,120,000 1,020,000 960,000
Employee 1,873,916 1,496,422 1,442,553
------------ ------------ ------------
2,993,916 2,516,422 2,402,553
Transfer of assets from merged plan - - 6,062,898
------------ ------------ ------------
Total additions to net assets 3,836,944 8,128,780 7,575,221
------------ ------------ ------------
Deduction from net assets attributed to:
Benefits paid to participants 1,292,814 2,719,981 4,454,355
Administrative expenses 10 23 -
------------ ------------ ------------
1,292,824 2,720,004 4,454,355
------------ ------------ ------------
Increase in net assets available for
plan benefits 2,544,120 5,408,776 3,120,866
Net assets available for plan benefits:
Beginning of year 33,675,581 28,266,805 25,145,939
------------ ------------ ------------
End of year $ 36,219,701 33,675,581 28,266,805
============ ============ ============
See accompanying notes to financial statements.
8
MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2001, 2000 and 1999
(1) Description of Plan
The following description of the Mid America Bank, fsb Employees' Profit
Sharing Plan ("Plan") provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
General
The Plan is a defined contribution plan with a 401(k) salary deferral
option. All employees of Mid America Bank, fsb and it's affiliates (the
"Company") are eligible to participate in the salary deferral portion of
the Plan. Employees who have completed one year of service and are age
twenty-one or older are eligible to receive employer matching and
discretionary contributions under the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Contributions
Each year the Plan participants may contribute up to 10% of their annual
compensation as a voluntary after-tax contribution. In addition, all
employees are allowed to defer up to 15% of their pre-tax income as 401(k)
contributions up to an annual limit of $10,500. The Company will make
matching contributions equal to 35% of a participant's pre-tax deferral
amounts, up to maximum match of $1,200, for those 401(k) plan participants
eligible to receive employer matching contributions.
9
MID AMERICA BANK, fsb
EMPLOYEES PROFIT SHARING PLAN
Notes to Financial Statements - Continued
Participant Accounts
Each participant's contribution account is credited with the participant's
contribution and an allocation of earnings. Each participant's Company
contribution account is also credited with an allocation of the Company's
contribution and forfeitures of terminated participants' nonvested assets,
subject to federal rules governing employer contributions to qualified
plans. Allocation of the Company's contribution and forfeitures of
terminated participants' accounts are based on the ratio that each
participant's eligible compensation for the Plan year bears to the total
eligible compensation of all participants for the Plan year. The benefit
to which a participant is entitled is the benefit that can be provided
from the participant's accounts.
Vesting
Participants are immediately vested in their pre-tax contributions, their
voluntary after-tax contributions, rollover contributions and merged plan
accounts plus actual earnings thereon. Vesting in the employer matching
and employer discretionary contribution accounts is based on years of
service as follows: Less than 2 years - 0%; 2 years - 20%; 3 years - 40%;
4 years - 60%; 5 years - 80%; 6 years or more - 100%.
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in any of eight investment options.
Certificates of Deposit. The Mid America Bank certificate of deposit
------------------------
product offers a return equal to a market interest rate that changes
every three years. This investment is insured by the Federal Deposit
Insurance Corporation ("FDIC"), up to applicable limits.
MAF Bancorp, Inc. Stock. Investing in common stock represents an
------------------------
investment in a company by which a person becomes a part owner of that
company. The only direct common stock investment that may be made with
employee contributions is an investment in the common stock of MAF
Bancorp, Inc. Dividends paid on shares of MAF Bancorp, Inc. purchased
through the 401k component of the plan will be reinvested in MAF
Bancorp, Inc. Common Stock. It is expected that all purchases will be
made at prevailing market prices. Under certain circumstances, the
trustees may be required to limit the daily volume of shares purchased.
A participant's account will be adjusted to reflect changes in the
value of MAF Bancorp, Inc. shares resulting from dividends, stock
splits, and similar changes.
10
MID AMERICA BANK, fsb
EMPLOYEES PROFIT SHARING PLAN
Notes to Financial Statements - Continued
Mutual Funds
Growth Fund of America. This fund seeks to provide long-term growth of
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capital through a diversified portfolio of common stocks. The fund
invests wherever the best growth opportunity may be, including cyclical
companies, depressed industries, turnaround and value situations, and
companies that appear to offer superior opportunities for long-term
growth. The fund may invest 15% of assets in securities of issuers
domiciled outside the United States.
Washington Mutual Investors Fund. This fund seeks to provide current
---------------------------------
income and the opportunity for growth of principal consistent with
sound common stock investing. The fund only invests in stocks of U.S.
companies that meet strict standards and will not invest in alcohol or
tobacco stocks. The fund focuses on larger capitalized companies and
seeks to be at least 95% invested in equity-type securities at all
times.
Income Fund of America. This fund seeks to provide current income and,
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secondarily, growth of capital though a flexible mix of equity and debt
instruments. These instruments include common and preferred stocks,
straight debt securities, U.S. government securities, cash and
equivalents. The fund normally maintains at least 65% of assets in
income-producing securities and may invest up to 15% of assets in
equities of non-U.S. companies.
Cash Management Trust of America. This is a money market account that
---------------------------------
seeks to provide income on cash reserves, while preserving capital and
maintaining liquidity, through high quality money market instruments.
These instruments include commercial paper and cash, government agency
securities, certificates of deposit, and US Treasury Bills.
New Perspective Fund. This fund seeks to provide long-term growth of
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capital through investments all over the world, including the United
States. The fund primarily consists of the common stocks issued by blue
chip companies emphasizing a multi-national or global presence. The
fund managers focus on opportunities generated by changes in global
trade patterns and economic and political relationships. These
securities involve special additional risks that may include, but are
not limited to, currency risk, political risk, risks associated with
varying accounting standards, and the possible lesser liquidity of
these markets. The fund may invest 100% of assets outside the United
States.
Bond Fund of America. This fund's objective is to provide as high a
---------------------
level of current income consistent with the preservation of capital
through investing primarily in intermediate to long-term fixed income
securities. A total of 60% of the fund's investments must be in
straight debt securities rated A or better, at the time of purchase,
including corporate bonds, U.S. government securities, and money market
instruments. The remaining 40% of assets may be in other fixed-income
debt securities, including lower rated issues and non-U.S. issuers.
11
MID AMERICA BANK, fsb
EMPLOYEES PROFIT SHARING PLAN
Notes to Financial Statements - Continued
Payment of Benefits
On termination of service participants may elect to either leave the funds
in the plan until age 70 1/2 if the balance exceeds $5,000, or receive a
lump-sum amount equal to the value of their vested account. Benefits are
recorded when paid.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Plan's administrator to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Valuation of Investments
Investments in mutual funds and common stock are stated at fair value as
determined by reference to quoted market prices. Money market deposit
accounts and certificates of deposit are stated at face value plus accrued
interest which has not been transferred from the accounts which
approximates fair value. Purchases and sales of investments are recorded
on a trade-date basis. Realized gains and losses on sales are computed
using the specific identification method. Dividend income is recorded on
the ex-dividend date. Interest income is accounted for when earned.
The change in the difference between fair value and the cost of
investments for each year is reflected in the statement of changes in net
assets available for plan benefits as unrealized appreciation or
depreciation in fair value of investments.
(3) Income Taxes
The Internal Revenue Service has determined and informed the Company by a
letter dated March 28, 1996 that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC).
Although the Plan has been amended since receiving the determination
letter, the Plan administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements of
the IRC.
(4) Administrative Expenses
The Company generally pays the administrative expenses of the Plan.
(5) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
12
MID AMERICA BANK, fsb
EMPLOYEES PROFIT SHARING PLAN
Notes to Financial Statements - Continued
(6) Transactions With Parties-in-Interest
The following table summarizes the balances related to transactions of the
Plan with the Company.
At or for the
Year Ended December 31,
------------------------------------------------
2001 2000 1999
------------- ------------- -------------
Money market deposit account $ - 4,000,839 2,022,191
Certificates of deposit 3,118,089 3,067,292 3,130,949
MAF Bancorp, Inc. common stock 17,510,915 19,301,871 14,702,377
Interest income on money market deposit
account and certificates of deposit 320,881 279,929 260,581
Dividend income from MAF Bancorp, Inc. 293,156 267,361 237,936
stock
Contributions to the Plan 1,120,000 1,020,000 960,000
============= ============= =============
(7) Investments
As of December 31, 2001 and 2000, the Plan held the following investments
which comprised 5% or more of the Plan's net assets, at fair value:
December 31,
---------------------------------
2001 2000
------------- -------------
Mid America Bank, fsb certificate of deposit $ 3,118,089 2,007,533
MAF Bancorp, Inc. common stock 17,510,915 19,301,871
LaSalle Income Plus Fund 4,810,357 -
S&P 500 Index Equity Fund 2,852,038 -
Mid America Bank, fsb money market account - 4,000,839
American Mutual Funds:
Washington Mutual Investors Fund 2,402,793 2,123,197
Growth Fund of America 2,205,023 2,112,042
============= =============
13
MID AMERICA BANK, fsb
EMPLOYEES PROFIT SHARING PLAN
Notes to Financial Statements - Continued
(8) Non-participant - Directed Investments
Information about the net assets and the significant changes in net assets
relating to the non-participant directed investments is as follows:
December 31,
---------------------------------
2001 2000
------------- -------------
Assets:
Investments, at fair value:
Pooled trust funds $ 7,662,395 -
Money market deposit account 54,068 4,003,292
Certificates of deposit - 1,059,759
MAF Bancorp, Inc. common stock 6,391,397 8,017,090
------------- -------------
14,107,860 13,080,141
Employer's contribution receivable 1,120,000 1,020,000
Accrued interest and dividends 71,194 70,105
Cash and other assets 18,917 19,749
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$ 15,317,971 14,189,995
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14
MID AMERICA BANK, fsb
EMPLOYEES PROFIT SHARING PLAN
Notes to Financial Statements - Continued
Year Ended December 31,
------------------------------------------------------
2001 2000 1999
------------ ------------ ------------
Additions to net assets attributed to:
Interest income $ 192,581 133,802 129,987
Dividend income 192,490 183,443 145,819
------------ ------------ ------------
385,071 317,245 275,806
Gain (loss) on sale of investments:
Other common stock - 335,687 776,383
MAF Bancorp, Inc. common stock 29,046 1,453 (32,106)
------------ ------------ ------------
29,046 337,140 744,277
Unrealized appreciation (depreciation) in
fair value of investments:
Pooled trust funds (197,456) - -
Other common stock - (639,152) (66,925)
MAF Bancorp, Inc. common stock 332,724 2,114,963 (1,540,552)
------------ ------------ ------------
135,268 1,475,811 (1,607,477)
Contributions:
Employer 1,120,000 1,020,000 960,000
Employee 9,092 16,165 39,309
------------ ------------ ------------
1,129,092 1,036,165 999,309
------------ ------------ ------------
Total additions to net assets 1,678,477 3,166,361 411,915
Deduction from net assets attributed to:
Benefits paid to participants 550,491 567,434 828,848
Administrative expenses 10 23 -
------------ ------------ ------------
550,501 567,457 828,848
Transfers to participant directed
investments - (4,449) (18,267)
------------ ------------ ------------
Increase (decrease) in net assets
available for plan benefits $ 1,127,976 2,594,455 (435,200)
============ ============ ============
15
Schedule 1
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MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
Schedule H, Line 4i - Schedule of
Assets Held for Investment Purposes
December 31, 2001
Number Maturity Interest Current
Identity of Issue of Shares Date Rate Cost Value
----------------- --------- -------- -------- ------------ -----------
Money market deposit accounts:
LaSalle Cash Management N/A N/A 1.92% $ 54,068 54,068
============ ===========
Certificates of deposits:
Mid America Bank, fsb* N/A 5/30/03 7.25 $ 3,118,089 3,118,089
============ ===========
Mutual Funds:
American Funds:
Washington Mutual Investors Fund 85,055 N/A N/A $ 2,173,592 2,402,793
Growth Fund of America 93,000 N/A N/A 1,886,449 2,205,023
Income Fund of America 24,636 N/A N/A 384,891 389,737
New Perspective Fund 74,292 N/A N/A 1,532,483 1,611,389
Cash Management Trust 3,390 N/A N/A 3,390 3,390
Bond Fund of America 4,049 N/A N/A 52,574 51,791
------------ -----------
6,033,379 6,664,123
Pooled Trust Funds:
S&P 500 Index Equity Fund 101,316 N/A N/A 3,049,494 2,852,038
LaSalle Income Plus Fund 4,810,357 N/A 6.09 4,810,357 4,810,357
------------ -----------
7,859,851 7,662,395
------------ -----------
$ 13,893,230 14,326,518
============ ===========
Common stock - MAF Bancorp, Inc.* 593,795 N/A N/A $ 2,460,061 17,510,915
============ ===========
- ---------------------------
N/A - Not applicable
* Asterisk denotes an investment in an entity which is a "party-in-interest" as
defined by ERISA.
See accompanying independent auditors' report.
16
Schedule 2
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MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
Schedule H, Line 4j - Schedule of Reportable Transactions
For the Year Ended December 31, 2001
Market Value
Purchase Selling at date of
Identity of Issue Description Price Price Cost Transaction Gain
----------------- ----------- ----- ----- ---- ----------- ----
S&P 500 Index Equity Fund Pooled Trust Fund $ 30.098 N/A $ 3,049,494 $ 3,049,494 N/A
LaSalle Income Plus Fund Pooled Trust Fund 1.00 N/A 4,848,357 4,848,357 N/A
MAF Bancorp, Inc. Stock* Common Stock N/A $ 30.457 1,788,161 1,826,532 $ 38,371
- ---------------------------
N/A - Not applicable
* Asterisk denotes an investment in an entity which is a "party-in-interest" as
defined by ERISA.
See accompanying independent auditors' report.
17