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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, 1999
Commission file number: 0-18121
_______________________
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 all financial statements
and schedules filed as a part of the annual report:
(a) Audited Statements of Net Assets Available for Plan Benefits as of
December 31, 1999 and 1998, and the related statements of changes in
net assets available for plan benefits for the years ended December
31, 1999, 1998 and 1997.
(b) Audited Statements of Net Assets Available for Plan Benefits as of
December 31, 1999 and 1998 and the related statement of changes in net
assets available for plan benefits for the years ended December 31,
1999, 1998 and 1997, 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.
333-65655) with the Securities Exchange Commission on October 14,
1998.
Exhibits
No. 23 - 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, 2000 Mid America Bank, fsb
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Employees' Profit Sharing Plan
By: /s/ Michael J. Janssen
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Trustee
3
FINANCIAL STATEMENTS AND SCHEDULE
4
MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
INDEX
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Page
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Independent Auditors' Report 6
Financial Statements:
Statements of Net Assets Available for Plan
Benefits at December 31, 1999 and 1998 7
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1999, 1998 and 1997 8
Notes to Financial Statements 9
Supplemental Schedule:
Schedule 1 - Schedule of Assets Held for Investment
Purposes at December 31, 1999 16
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, 1999 and 1998, 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, 1999. These financial statements are the responsibility of the
Plan's trustees. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 trustees, 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, 1999 and
1998, and the changes in net assets available for plan benefits for each of the
years in the three-year period ended December 31, 1999 in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule
of assets held for investment purposes as of December 31, 1999 is presented for
the purpose of additional analysis and is not a required part of the basic
financial statements, but is 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 schedule
is the responsibility of the Plan's trustees. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
June 19, 2000
6
MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
December 31,
---------------------------------
Assets: 1999 1998
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Investments, at fair value:
Money market deposit accounts $ 2,534,595 791,816
Certificates of deposit 3,130,949 2,852,911
Mutual funds 5,807,576 4,444,018
Other common stock 1,948,926 1,671,692
MAF Bancorp, Inc. common stock 14,702,377 14,535,680
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28,124,423 24,296,117
Employer's contribution receivable - 800,000
Accrued interest and dividends 65,608 46,886
Cash and other assets 76,774 2,936
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Net assets available for plan benefits $28,266,805 25,145,939
=========== ==========
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,
---------------------------------------------------------
1999 1998 1997
------------------ ------------------ -----------------
Additions to net assets attributed to:
Interest income $ 260,581 212,935 222,295
Dividend income 829,971 538,606 405,495
Other income - 10,762 7,534
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1,090,552 762,303 635,324
Gain (loss) on sale of investments:
Mutual funds (37,281) 16,156 33,313
Other common stock 776,383 74,502 608
MAF Bancorp, Inc. common stock (27,919) (15,436) 55,133
----------- ---------- ----------
711,183 75,222 89,054
Unrealized appreciation (depreciation) in
fair value of investments:
Mutual funds 543,152 427,755 316,335
Other common stock (66,925) 384,245 190,085
MAF Bancorp, Inc. common stock (3,168,192) 1,498,142 4,524,950
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(2,691,965) 2,310,142 5,031,370
Contributions:
Employer 960,000 800,000 700,050
Employee 1,442,553 1,190,484 953,132
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2,402,553 1,990,484 1,653,182
Transfer of assets from merged plan 6,062,898 - -
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Total additions to net assets 7,575,221 5,138,151 7,408,930
Deduction from net assets attributed to:
Benefits paid to participants 4,454,355 1,005,227 1,418,865
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Increase in net assets available for
plan benefits 3,120,866 4,132,924 5,990,065
Net assets available for plan benefits:
Beginning of year 25,145,939 21,013,015 15,022,950
----------- ---------- ----------
End of year $28,266,805 25,145,939 21,013,015
=========== ========== ==========
See accompanying notes to financial statements.
8
MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(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 (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").
Merger
On December 31, 1998, Westco Bancorp, Inc. was merged with and into MAF
Bancorp. Concurrently, First Federal Savings and Loan Association of
Westchester ("First Federal") was merged into the Company and the Company
became the plan sponsor for the First Federal Savings of Westchester Profit
Sharing Plan. The net assets of the First Federal Savings of Westchester
Profit Sharing Plan, $6,062,898, were merged into the Plan on April 29,
1999. All former First Federal participants who were employees on January 1,
1999 became active participants as of such date. A year of service includes
any period or periods previously credited to employees under the First
Federal Savings of Westchester Profit Sharing Plan. All participants'
balances from the merged plan are 100% vested.
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. Under a change effective for 1999, the Company will make
mandatory contributions equal to 35% of a participant's salary deferral
amount, up to maximum match of $1,200, for those 401(k) plan participants
eligible to receive employer matching contributions. Previously, each year
the Company made matching contributions equal to 35% of the first 4% of
salary deferral up to $30,000 annual salary cap and for salary in excess of
$30,000 the match was 25% of the first 2% deferral for 401(k) plan
participants who had met the service requirements.
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 3 years - 0%; 3 years - 20%; 4 years - 40%; 5 years
- 60%; 6 years - 80%; 7 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
six months. This investment is insured by the Federal Deposit Insurance
Corporation ("FDIC"), up to applicable limits.
MAF Bancorp Stock. Investing in common stock represents an investment in a
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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.
American Funds. The mutual funds that are currently offered to
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participants are all part of the family of funds known as the American
Funds. Mutual funds are a collection of various stocks and/or bonds, the
type of which are determined based on the objective of each mutual fund.
A brief description of each fund follows:
Growth Fund of America. This fund seeks to provide long-term growth of
----------------------
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 10% of assets in securities of issuers domiciled outside the United
States.
10
MID AMERICA BANK, fsb
EMPLOYEES PROFIT SHARING PLAN
Notes to Financial statements - Continued
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 including those companies that have paid
dividends in 9 of the past 10 years, 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,
----------------------
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 banker's acceptances.
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.
Payment of Benefits
On termination of service participants may elect to leave the funds in the
plan until age 70 1/2 or receive either a lump-sum amount equal to the
value of their vested account or installments.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting.
11
MID AMERICA BANK, fsb
EMPLOYEES PROFIT SHARING PLAN
Notes to Financial Statements - Continued
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management 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. 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.
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 absorbs all 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
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Year Ended December 31,
1999 1998 1997
--------------- --------------- ---------------
Money market deposit account $ 2,022,191 739,290 208,599
Certificates of deposit 3,130,949 2,852,911 2,864,683
MAF Bancorp, Inc. common stock 14,702,377 14,535,680 12,600,953
Interest income on money market deposit
account and certificates of deposit 260,581 212,935 222,295
Dividend income from MAF Bancorp, Inc. stock 237,936 133,338 96,315
Contributions to the Plan 960,000 800,000 700,050
=========== ========== ==========
(7) Investments
The Plan adopted the American Institute of Certified Public Accountants'
Statement of Position 99-3, Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters (SOP 99-3) in
1999. Accordingly, information previously required to be disclosed about
participant-directed fund investment programs is not presented in the
Plan's financial statements.
As of December 31, 1999 and 1998, the Plan held the following investments
which comprised 5% or more of the Plan's net assets, at fair value:
December 31,
----------------------------------
1999 1998
----------------- ---------------
Mid America Bank, fsb certificate of deposit $ 2,132,688 $ 1,912,255
MAF Bancorp, Inc. common stock 14,702,377 14,535,680
Mid America Bank, fsb money market account 2,022,191 *
American Mutual Funds:
Washington Mutual Investors Fund 1,894,933 1,597,783
Growth Fund of America 1,883,268 *
New Perspective Fund 1,703,643 *
* Balance does not exceed 5% of the fair value of the Plan's net assets.
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,
-----------------------------------
1999 1998
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Assets:
Investments, at fair value:
Money market deposit account $ 2,534,595 791,816
Certificates of Deposit 998,261 940,656
Other common stock 1,948,926 1,671,692
MAF Bancorp, Inc. common stock 5,971,376 7,776,754
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11,453,158 11,180,918
Employer's contribution receivable - 800,000
Accrued interest and dividends 65,608 46,886
Cash and other assets 76,774 2,936
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$11,595,540 12,030,740
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14
MID AMERICA BANK, fsb
EMPLOYEES PROFIT SHARING PLAN
Notes to Financial Statements - Continued
Year Ended December 31,
-------------------------------------------------------------
1999 1998 1997
--------------------- ------------------ ------------------
Additions to net assets attributed to:
Interest income $ 129,987 94,105 59,946
Dividend income 145,819 99,573 83,387
Other income - 10,762 7,534
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275,806 204,440 150,867
Gain (loss) on sale of investments:
Other common stock 776,383 74,502 608
MAF Bancorp, Inc. common stock (32,106) (85) (10,519)
----------- --------- ---------
744,277 74,417 (9,911)
Unrealized appreciation (depreciation) in
fair value of investments:
Other common stock (66,925) 384,245 190,085
MAF Bancorp, Inc. common stock (1,540,552) 790,545 2,610,376
----------- --------- ---------
(1,607,477) 1,174,790 2,800,461
Contributions:
Employer 960,000 800,000 700,050
Employee 39,309 26,267 (1,914)
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999,309 826,267 698,138
Total additions to net assets 411,915 2,279,914 3,639,553
Deduction from net assets attributed to:
Benefits paid to participants 828,848 348,241 530,224
Transfers (to) from participant directed
investments (18,267) (9,356) 422
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Increase (decrease) in net assets
available for plan benefits (435,200) 1,922,317 3,109,751
=========== ========= =========
15
Schedule 1
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MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1999
Number Maturity Interest Current
Identity of Issue of Shares Date Rate Cost Value
- ----------------- --------- -------- --------- ----------- ----------
Money market deposit accounts:
Mid America Bank, fsb* N/A N/A 4.89% $2,022,191 2,022,191
Tucker Anthony Money Market Account N/A N/A 5.25 512,404 512,404
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$2,534,595 2,534,595
========== ==========
Certificates of deposits:
Mid America Bank, fsb* N/A 6/30/00 6.90 $2,132,688 2,132,688
Mid America Bank, fsb* N/A 12/02/00 5.87 506,540 506,540
Mid America Bank, fsb* N/A 12/02/05 6.11 491,721 491,721
---------- ----------
$3,130,949 3,130,949
========== ==========
Mutual funds:
Kemper:
U.S. Government fund 2,068 N/A N/A $ 9,158 17,065
Growth fund 91 N/A N/A 533 1,687
American:
Washington Mutual Investors Fund 64,105 N/A N/A 1,578,097 1,894,933
Growth Fund of America 64,628 N/A N/A 1,146,348 1,883,268
Income Fund of America 18,716 N/A N/A 291,350 294,597
New Perspective Fund 57,868 N/A N/A 1,125,953 1,703,643
Cash Management Trust 786 N/A N/A 786 786
Bond Fund of America 893 N/A N/A 11,868 11,597
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$4,164,093 5,807,576
========== ==========
Other common stock:
American Express 1,000 N/A N/A 44,677 166,250
Capital One Fincl Corp 2,400 N/A N/A 91,904 115,651
Columbia/HCA 1,500 N/A N/A 49,991 43,970
Delphi Automotive 1,397 N/A N/A 23,980 22,003
EMC Corp Mass 1,000 N/A N/A 4,585 109,250
General Motors Corp 2,000 N/A N/A 120,708 145,376
Humana, Inc. 1,000 N/A N/A 20,177 8,188
International Business Machines 1,500 N/A N/A 176,519 161,813
MCI Worldcom 2,797 N/A N/A 38,958 148,416
Motorola, Inc. 1,000 N/A N/A 72,927 147,250
Novell 4,000 N/A N/A 99,744 159,752
Pepsico Inc. 1,000 N/A N/A 28,117 35,250
Philip Morris Cos Inc. 3,600 N/A N/A 109,377 82,800
Sealed Air Corp New 3,000 N/A N/A 141,925 155,439
Southwest Airlines 3,375 N/A N/A 29,802 54,422
Tellabs 3,000 N/A N/A 96,504 192,564
Travelers Group 1,500 N/A N/A 62,204 83,532
Tyco International Ltd 3,000 N/A N/A 97,675 117,000
------- ---------- ----------
38,069 N/A N/A $1,309,774 1,948,926
======= ========== ==========
Common stock - MAF Bancorp, Inc.* 701,157 N/A N/A $3,510,624 14,702,377
========== ==========
___________________________
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