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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, 2000
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 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, 2000 and 1999, and the related statements of changes in net assets
available for plan benefits for the years ended December 31, 2000,
1999 and 1998.
(b) Statements of Net Assets Available for Plan Benefits as of December
31, 2000 and 1999 and the related statement of changes in net assets
available for plan benefits for the years ended December 31, 2000,
1999 and 1998, 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 26, 2001 Mid America Bank, fsb
------------- Employees' Profit Sharing Plan
By: /s/ Michael J. Janssen
---------------------------
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, 2000 and 1999 7
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 2000, 1999 and 1998 8
Notes to Financial Statements 9
Supplemental Schedule:
Schedule 1 - Schedule of Assets Held for Investment
Purposes at December 31, 2000 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, 2000 and 1999, 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, 2000. 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 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 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, 2000 and
1999, and the changes in net assets available for plan benefits for each of the
years in the three-year period ended December 31, 2000 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 schedule
of assets held for investment purposes as of December 31, 2000 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 audits 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
May 18, 2001
6
MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
December 31,
-----------------------------------
Assets: 2000 1999
----------- ----------
Investments, at fair value:
Money market deposit accounts $ 4,003,292 2,534,595
Certificates of deposit 3,067,292 3,130,949
Mutual funds 6,193,272 5,807,576
Other common stock - 1,948,926
MAF Bancorp, Inc. common stock 19,301,871 14,702,377
----------- ----------
32,565,727 28,124,423
Employer's contribution receivable 1,020,000 -
Accrued interest and dividends 70,105 65,608
Cash and other assets 19,749 76,774
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Net assets available for plan benefits $33,675,581 28,266,805
=========== ==========
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,
---------------------------------------------------
2000 1999 1998
----------- ---------- ----------
Additions to net assets attributed to:
Interest income $ 279,929 260,581 212,935
Dividend income 1,046,943 829,971 538,606
Other income - - 10,762
----------- ---------- ----------
1,326,872 1,090,552 762,303
Gain (loss) on sale of investments:
Mutual funds 1,859 (37,281) 16,156
Other common stock 335,687 776,383 74,502
MAF Bancorp, Inc. common stock 1,305 (27,919) (15,436)
----------- ---------- ----------
338,851 711,183 75,222
Unrealized appreciation (depreciation) in
fair value of investments:
Mutual funds (496,523) 543,152 427,755
Other common stock (639,152) (66,925) 384,245
MAF Bancorp, Inc. common stock 5,082,310 (3,168,192) 1,498,142
----------- ---------- ----------
3,946,635 (2,691,965) 2,310,142
Contributions:
Employer 1,020,000 960,000 800,000
Employee 1,496,422 1,442,553 1,190,484
----------- ---------- ----------
2,516,422 2,402,553 1,990,484
Transfer of assets from merged plan - 6,062,898 -
----------- ---------- ----------
Total additions to net assets 8,128,780 7,575,221 5,138,151
Deduction from net assets attributed to:
Benefits paid to participants 2,719,981 4,454,355 1,005,227
Administrative expenses 23 - -
----------- ---------- ----------
2,720,004 4,454,355 1,005,227
Increase in net assets available for
plan benefits 5,408,776 3,120,866 4,132,924
Net assets available for plan benefits:
Beginning of year 28,266,805 25,145,939 21,013,015
----------- ---------- ----------
End of year $33,675,581 28,266,805 25,145,939
=========== ========== ==========
See accompanying notes to financial statements.
8
MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2000, 1999 and 1998
(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 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 offered to 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
--------------------
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 accounting
principles generally accepted in the United States of America requires the
Plan's trustees 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.
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,
---------------------------------------------
2000 1999 1998
----------- ---------- ----------
Money market deposit account $ 4,000,839 2,022,191 739,290
Certificates of deposit 3,067,292 3,130,949 2,852,911
MAF Bancorp, Inc. common stock 19,301,871 14,702,377 14,535,680
Interest income on money market deposit
account and certificates of deposit 279,929 260,581 212,935
Dividend income from MAF Bancorp, Inc. 267,361 237,936 133,338
stock
Contributions to the Plan 1,020,000 960,000 800,000
=========== ========== ==========
(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, 2000 and 1999, the Plan held the following investments
which comprised 5% or more of the Plan's net assets, at fair value:
December 31,
----------------------------
2000 1999
----------- -----------
Mid America Bank, fsb certificate of deposit $ 2,007,533 $ 2,132,688
MAF Bancorp, Inc. common stock 19,301,871 14,702,377
Mid America Bank, fsb money market account 4,000,839 2,022,191
American Mutual Funds:
Washington Mutual Investors Fund 2,123,197 1,894,933
Growth Fund of America 2,112,042 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,
-------------------------
2000 1999
----------- ----------
Assets:
Investments, at fair value:
Money market deposit account $ 4,003,292 2,534,595
Certificates of deposit 1,059,759 998,261
Other common stock - 1,948,926
MAF Bancorp, Inc. common stock 8,017,090 5,971,376
----------- ----------
13,080,141 11,453,158
Employer's contribution receivable 1,020,000 -
Accrued interest and dividends 70,105 65,608
Cash and other assets 19,749 76,774
----------- ----------
$14,189,995 11,595,540
=========== ==========
14
MID AMERICA BANK, fsb
EMPLOYEES PROFIT SHARING PLAN
Notes to Financial Statements - Continued
Year Ended December 31,
--------------------------------------------------
2000 1999 1998
---------- ---------- ---------
Additions to net assets attributed to:
Interest income $ 133,802 129,987 94,105
Dividend income 183,443 145,819 99,573
Other income - - 10,762
---------- ---------- ---------
317,245 275,806 204,440
Gain (loss) on sale of investments:
Other common stock 335,687 776,383 74,502
MAF Bancorp, Inc. common stock 1,453 (32,106) (85)
---------- ---------- ---------
337,140 744,277 74,417
Unrealized appreciation (depreciation) in
fair value of investments:
Other common stock (639,152) (66,925) 384,245
MAF Bancorp, Inc. common stock 2,114,963 (1,540,552) 790,545
---------- ---------- ---------
1,475,811 (1,607,477) 1,174,790
Contributions:
Employer 1,020,000 960,000 800,000
Employee 16,165 39,309 26,267
---------- ---------- ---------
1,036,165 999,309 826,267
Total additions to net assets 3,166,361 411,915 2,279,914
Deduction from net assets attributed to:
Benefits paid to participants 567,434 828,848 348,241
Administrative expenses 23 - -
---------- ---------- ---------
567,457 828,848 348,241
Transfers to participant directed
investments (4,449) (18,267) (9,356)
---------- ---------- ---------
Increase (decrease) in net assets
available for plan benefits 2,594,455 (435,200) 1,922,317
========== ========== =========
15
Schedule 1
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MID AMERICA BANK, fsb
EMPLOYEES' PROFIT SHARING PLAN
Schedule of Assets Held for Investment Purposes
December 31, 2000
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 5.22% $4,000,839 4,000,839
Tucker Anthony Money Market Account N/A N/A 5.76 2,453 2,453
---------- ----------
$4,003,292 4,003,292
========== ==========
Certificates of deposits:
Mid America Bank, fsb* N/A 6/30/01 7.25 $2,007,533 2,007,533
Mid America Bank, fsb* N/A 12/02/05 6.25 537,212 537,212
Mid America Bank, fsb* N/A 12/02/05 6.11 522,547 522,547
---------- ----------
$3,067,292 3,067,292
========== ==========
American Mutual Funds:
Washington Mutual Investors Fund 73,138 N/A N/A 1,831,451 2,123,197
Growth Fund of America 77,993 N/A N/A 1,518,680 2,112,042
Income Fund of America 20,692 N/A N/A 321,882 329,832
New Perspective Fund 66,923 N/A N/A 1,362,145 1,609,506
Cash Management Trust 1,270 N/A N/A 1,270 1,270
Bond Fund of America 1,362 N/A N/A 17,857 17,425
---------- ----------
$5,053,285 6,193,272
========== ==========
Common stock - MAF Bancorp, Inc.* 677,259 N/A N/A $3,089,250 19,301,871
========== ==========
____________________________
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