SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MAF Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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Notes:
MAF Bancorp, Inc.
55th Street & Holmes Avenue
Clarendon Hills, Illinois 60514-1596
(630) 325-7300
March 24, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders (the
"Meeting") of MAF Bancorp, Inc. ("MAF Bancorp" or the "Company") which will be
held on Wednesday, April 28, 1999 at Marie's Ashton Place, 341 W. 75th Street,
Willowbrook, Illinois 60514, at 10:00 a.m.
The attached Notice of the Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Meeting. Directors and officers of MAF
Bancorp as well as a representative of KPMG LLP will be present at the Meeting
to respond to any questions from our shareholders regarding the business to be
transacted.
The Board of Directors of MAF Bancorp has determined that the specific
proposals to be considered at the Meeting are in the best interests of the
Company and its shareholders. For the reasons set forth in the Proxy Statement,
the Board unanimously recommends a vote "FOR" each of these matters.
YOUR VOTE IS IMPORTANT. Please sign and return the enclosed proxy card
promptly in the postage-paid envelope. Your cooperation is appreciated since a
majority of the common stock must be represented, either in person or by proxy,
to constitute a quorum for the conduct of business.
On behalf of the Board of Directors and all the employees of the Company and
Mid America Bank, I wish to thank you for your continued support.
Sincerely yours,
/s/ Allen Koranda
Allen H. Koranda
Chairman of the Board and
Chief Executive Officer
MAF Bancorp, Inc.
55th Street & Holmes Avenue
Clarendon Hills, Illinois 60514-1596
(630) 325-7300
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On April 28, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Meeting")
of MAF Bancorp, Inc. ("MAF Bancorp" or the "Company") will be held at Marie's
Ashton Place, 341 W. 75th Street, Willowbrook, Illinois 60514 on Wednesday,
April 28, 1999 at 10:00 a.m.
The Meeting is for the purpose of considering and voting upon the following
matters:
1. The election of four directors for terms of office of three years
each, or until their successors are elected and qualified;
2. The approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of common
stock from 40,000,000 to 80,000,000 shares;
3. The ratification of the appointment of KPMG LLP as independent
auditors of MAF Bancorp, Inc. for the year ending December 31, 1999;
and
4. Such other matters as may properly come before the Meeting or any
adjournments thereof, including whether or not to adjourn the Meeting.
The Board of Directors has fixed March 10, 1999 as the record date for the
determination of shareholders entitled to notice of and to vote at the Meeting
and at any adjournments thereof. Only record holders of the common stock of the
Company as of the close of business on such record date will be entitled to vote
at the Meeting or any adjournments thereof. In the event there are not
sufficient shares represented for a quorum or to approve any one or more of the
foregoing proposals at the time of the Meeting, the Meeting may be adjourned in
order to permit further solicitation of proxies by the Company. A list of
shareholders entitled to vote at the Meeting will be available at the Company's
offices located at Mid America Bank, 55th Street & Holmes Avenue, Clarendon
Hills, Illinois 60514-1596, for a period of ten days prior to the Meeting and
will also be available at the Meeting.
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE MEETING, IS REQUESTED
TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE REVOKED AT ANY
TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING WITH THE
CORPORATE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR
HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER
IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU
WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE PERSONALLY AT
THE MEETING.
By Order of the Board of Directors
/s/ Carolyn Pihera
Carolyn Pihera
Corporate Secretary
Clarendon Hills, Illinois
March 24, 1999
MAF Bancorp, Inc.
55th Street & Holmes Avenue
Clarendon Hills, Illinois 60514-1596
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 28, 1999
Solicitation and Voting of Proxies
This Proxy Statement is being furnished to shareholders of MAF Bancorp,
Inc. ("MAF Bancorp" or the "Company") in connection with the solicitation by the
Board of Directors of proxies to be used at the Annual Meeting of Shareholders
(the "Meeting") to be held at Marie's Ashton Place, 341 W. 75th Street,
Willowbrook, Illinois 60514 on Wednesday, April 28, 1999 at 10:00 a.m., and at
any adjournments thereof. The 1998 Annual Report to Shareholders and Form 10-K,
including the consolidated financial statements for the year ended December 31,
1998, accompanies this Proxy Statement, which is first being mailed to
shareholders on or about March 24, 1999.
Regardless of the number of shares of common stock owned, it is important
that shareholders be represented by proxy or present in person at the Meeting.
Shareholders are requested to vote by completing the enclosed proxy card and
returning it signed and dated in the enclosed postage-paid envelope.
Shareholders are urged to indicate their vote in the spaces provided on the
proxy card. Proxies solicited by the Board of Directors of MAF Bancorp will be
voted in accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted FOR the election of the Board of Directors'
nominees and FOR the approval or ratification of the other specific proposals
presented in this Proxy Statement.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxyholders discretionary authority to vote the
shares in accordance with their best judgment on such other business, if any,
that may properly come before the Meeting or any adjournments thereof, including
whether or not to adjourn the Meeting, but not including shareholder proposals
if any are made in accordance with the procedures provided in the Company's
bylaws.
A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Meeting and voting in person. However, if you are a shareholder whose shares are
not registered in your own name, you will need additional documentation from
your record holder to vote personally at the Meeting.
1
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. In addition to the solicitation of proxies by mail,
Kissel-Blake, Inc., a proxy solicitation firm, will assist the Company in
soliciting proxies for the Meeting and will be paid a fee of $4,500, plus out-
of-pocket expenses. Proxies may also be solicited personally or by telephone or
telegraph by directors, officers and regular employees of the Company and Mid
America Bank, fsb (the "Bank"), without additional compensation therefor. MAF
Bancorp will also request persons, firms and corporations holding shares in
their names, or in the name of their nominees, which are beneficially owned by
others, to send proxy material to, and obtain proxies from, such beneficial
owners, and will reimburse such holders for their reasonable expenses in doing
so.
Voting Securities
The securities which may be voted at the Meeting consist of shares of common
stock of MAF Bancorp (the "Common Stock"), with each share entitling its owner
to one vote on all matters to be voted on at the Meeting except as described
below. There is no cumulative voting for the election of directors. The close
of business on March 10, 1999, has been fixed by the Board of Directors as the
record date ("Record Date") for the determination of shareholders entitled to
notice of and to vote at the Meeting and any adjournments thereof. The total
number of shares of Common Stock outstanding on the Record Date was 24,281,651
shares.
As provided in the Company's Certificate of Incorporation, record holders of
Common Stock who beneficially own in excess of 10% of the outstanding shares of
Common Stock (the "Limit") are not entitled to any vote in respect of the shares
held in excess of the Limit. A person or entity is deemed to beneficially own
shares owned by an affiliate of, as well as by persons acting in concert with,
such person or entity. The Company's Certificate of Incorporation authorizes
the Board of Directors (i) to make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit supply information to the Company
to enable the Board of Directors to implement and apply the Limit.
The presence, in person or by proxy, of at least a majority of the total
number of shares of Common Stock entitled to vote (after subtracting from shares
outstanding any shares held in excess of the Limit pursuant to the provisions of
Article Fourth of the Company's Certificate of Incorporation) is necessary to
constitute a quorum at the Meeting. Broker non-votes, if any, will be counted
for purposes of determining the presence of a quorum. In the event there are
not sufficient shares represented for a quorum or to approve any proposal at the
time of the Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy card being provided by the Board of
Directors enables a shareholder of record to vote "FOR" the election of the
nominees proposed by the Board, or to "WITHHOLD" authority to vote "FOR" one or
more of the nominees being proposed. Directors are elected by a plurality of
votes cast, without regard to either (i) broker non-votes, or (ii) proxies as to
which authority to vote for one or more of the nominees being proposed is
withheld.
As to the amendment to the Company's Certificate of Incorporation to increase
the number of authorized shares of Common Stock (the "Amendment"), being
proposed for shareholder action in Proposal 2, the proxy card being provided by
the Board of Directors enables a shareholder to check the appropriate box on the
proxy card to: (i) vote "FOR" the Amendment; (ii) vote "AGAINST" the Amendment;
or (iii) "ABSTAIN" from voting on the Amendment. Under Delaware law and the
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Company's Certificate of Incorporation, the Amendment to the Certificate of
Incorporation must be approved by a majority of the outstanding shares of Common
Stock entitled to vote thereon. Accordingly, proxies marked "ABSTAIN" as to
that matter and broker non-votes, if applicable, will have the same effect as
votes cast "AGAINST" the Amendment.
As to the ratification of KPMG LLP as independent auditors of the Company set
forth in Proposal 3, and all other matters that may properly come before the
Meeting, under the Company's bylaws, unless otherwise required by law, such
matters must be approved by a majority of the votes cast, including proxies
marked "ABSTAIN" as to that matter. Shares underlying broker non-votes will not
be counted as shares voting on these matters.
Proxies solicited hereby will be returned to the proxy solicitor or the
Company's transfer agent, and will be tabulated by inspectors of election
designated by the Board, who will not be employed by, or act as a director of,
the Company or any of its affiliates.
Security Ownership of Certain Beneficial Owners
As of the Record Date, management was not aware of any persons who are
beneficial owners of more than 5% of the outstanding shares of Common Stock, as
disclosed by such persons and in certain reports regarding such ownership filed
by such persons with the Company and with the Securities and Exchange
Commission, in accordance with Sections 13(d) and 13(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Interest of Certain Persons in Matters to be Acted Upon
With the exception of Allen Koranda and David Burba, no person being nominated
as a director under Proposal 1, "Election of Directors," is being proposed for
election pursuant to any agreement or understanding between any person and MAF
Bancorp. Pursuant to an employment agreement dated April 19, 1990, as amended,
between Allen Koranda and MAF Bancorp, failure to nominate Allen Koranda to the
Board of Directors, if followed by his voluntary or involuntary termination,
would obligate the Company to make certain payments to Allen Koranda under the
terms of the agreement.
In connection with the merger of Westco Bancorp, Inc. into MAF Bancorp on
December 31, 1998, the Company entered into an employment agreement with David
Burba, who previously served as Chairman and President of Westco Bancorp.
Pursuant to the employment agreement, Mr. Burba was appointed to the Board of
Directors of the Company and the Bank following the closing of the merger, and
the agreement provides that he is to be nominated at the 1999 Annual Meeting of
Shareholders to serve as a director of the Company for a three-year term of
office. Failure to nominate David Burba to the Board of Directors at the
Meeting, if followed by his voluntary or involuntary termination, would obligate
the Company to make certain payments to David Burba under the terms of the
agreement.
Payments and other benefits due Allen Koranda and David Burba, are described
in detail in "Employment and Special Termination Agreements."
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more then ten percent of a registered
class of the Company's equity securities, to file with the SEC initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and greater than ten-
percent shareholders are
3
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge during the year ended December
31, 1998, all Section 16(a) filing requirements were complied with, as they
related to the Company's executive officers, directors and greater than ten
percent beneficial owners.
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Pursuant to its bylaws, the number of directors of MAF Bancorp is set at
twelve (12), unless otherwise designated by the Board. Following the merger of
Westco Bancorp into MAF Bancorp on December 31, 1998, the Board increased the
designated number of directors of the Company from ten (10) to eleven (11). At
such time, David Burba, formerly the Chairman and President of Westco Bancorp,
was appointed as a director of the Company and the Bank. Directors are
generally elected for staggered terms of three years each, with the term of
office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified. Each of the
members of the Board of Directors of MAF Bancorp also presently serves as a
director of the Bank.
The four nominees being proposed for election at the Meeting to serve a three-
year term of office are Allen Koranda, Robert Bowles, David Burba and Henry
Smogolski. Each of the nominees currently serves as a director of the Company
and the Bank.
In the event that any nominee is unable to serve or declines to serve for any
reason, it is intended that proxies will be voted for the election of the
balance of those nominees named and for such other persons as may be designated
by the present Board of Directors. The Board of Directors has no reason to
believe that any of the persons named will be unable or unwilling to serve.
Unless authority to vote for the directors is withheld, it is intended that the
shares represented by the enclosed proxy card, if executed, will be voted FOR
the election of each of the nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES
NAMED IN THIS PROXY STATEMENT.
Information with respect to Nominees, Continuing Directors and Others
The table beginning on the following page sets forth the names of nominees,
continuing directors, and "Named Executive Officers," as defined in "Executive
Compensation-Summary Compensation Table," their ages, a brief description of
their recent business experience, including present occupations and employment,
certain directorships held by each, the year in which each became a director of
the Company, the year in which their term (or in the case of nominees, their
proposed term) as director of the Company expires, and the amount of Common
Stock and the percent thereof beneficially owned by each and all directors and
executive officers as a group as of the Record Date.
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Name and Principal Occupation Director of Shares of Common Ownership
at Present and the Company Expiration of Stock Beneficially Percent
for the Past Five Years Age Since Term as Director Owned (1)(2) of Class
- ----------------------- --- ------------ ---------------- ---------------------- ----------
NOMINEES
- --------
Allen H. Koranda..................... 53 1989 2002 1,028,620 (3) 4.16%
Chairman of the Board and Chief
Executive Officer of the Company
and the Bank. Mr. Koranda is the
brother of Kenneth Koranda.
Robert Bowles, MD.................... 52 1989 2002 55,590 (3)(4) 0.23
Associate Medical Director of the
Orlando (Florida) Health Care
Group.
David Burba.......................... 51 1999 2002 320,337 (3) 1.31
Executive Vice President of the
Company and the Bank since January,
1999. Former Chairman and
President, Westco Bancorp, Inc.
Henry Smogolski...................... 67 1996 2002 331,307 (3)(4) 1.36
Former Chairman of the Board
and Chief Executive Officer,
N.S. Bancorp, Inc.
CONTINUING DIRECTORS
- --------------------
Joe F. Hanauer......................... 61 1990 2000 415,637(3)(4) 1.71
Principal of Combined Investments,
L.P. Director and former Chairman
of the Board of Grubb and Ellis Co.
F. William Trescott.................... 69 1989 2000 30,839(3)(4) 0.13
Assistant Superintendent of
Hinsdale Township High School
District 86, Hinsdale, Illinois until
his retirement in 1994.
Andrew J. Zych......................... 57 1996 2000 332,795(3)(4) 1.37
Former Director and Executive
Vice President, N.S. Bancorp, Inc.
Kenneth Koranda........................ 49 1989 2001 1,125,912 (3) 4.54
President of the Company and the
Bank. Mr. Koranda is the brother
of Allen H. Koranda.
Terry A. Ekl........................... 51 1995 2001 24,048(3)(4) 0.10
Partner in the law firm
of Connolly, Ekl &
Williams, P.C.
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Name and Principal Occupation Director of Shares of Common Ownership
at Present and the Company Expiration of Stock Beneficially Percent
for the Past Five Years Age Since Term as Director Owned (1)(2) of Class
- ------------------------------- --- ----------- ---------------- ---------------------- ----------
CONTINUING DIRECTORS
(continued)
Lois B. Vasto...................... 65 1989 2001 92,708 (3)(4)(5) 0.38%
Senior Vice President/Loan
Operations of the Company and
the Bank until her retirement in
January, 1997. Ms. Vasto served
as a consultant to the Bank until
December 31, 1997.
Jerry A. Weberling................. 47 1998 2001 159,740 (3)(5) 0.66
Executive Vice President and
Chief Financial Officer of the
Company and the Bank.
NAMED EXECUTIVE
OFFICERS (who are not
directors)
Kenneth B. Rusdal.................. 57 N/A N/A 99,511 (3) 0.41
Senior Vice President-Operations
and Information Systems of the
Company and the Bank.
William Haider..................... 48 N/A N/A 91,581 (3) 0.38
President-MAF Developments,
Inc., a wholly-owned subsidiary
of the Company.
Sharon Wheeler..................... 46 N/A N/A 103,303 (3) 0.42
Senior Vice President-Residential
Lending of the Company and the
Bank.
Stock Ownership of all Directors 4,666,686(3) 18.06
and Executive Officers
as a Group (22 persons)
_________________________
(1) "Shares of Common Stock Beneficially Owned" includes: stock held in joint
tenancy; stock owned as tenants in common; stock owned or held by a spouse
or other member of the individual's household; stock allocated or purchased
through an employee benefit plan of the Company or Bank; except when
indicated by footnote, stock in which the individual either has or shares
voting and/or investment power; and stock subject to options exercisable
within sixty (60) days of March 10, 1999. Each person or relative of such
person whose shares are included herein, exercises sole or shared voting and
dispositive power as to the shares reported.
(2) All share and percentage amounts reflect the 3-for-2 stock split paid by
the Company on July 10, 1998 to shareholders of record on June 18, 1998.
(3) Includes 433,669, 506,248, 62,116, 58,268, 51,896 and 41,196 shares for
Messrs. A. Koranda, K. Koranda, Weberling, Rusdal, Haider and Ms. Wheeler,
respectively, which may be acquired pursuant to options granted, and
exercisable within 60 days of March 10, 1999, under the MAF Bancorp, Inc.
1990 Incentive Stock Option
(footnotes continued on next page)
6
Plan and the MAF Bancorp, Inc. Amended and Restated 1993 Premium Price Stock
Option Plan (the "Premium Plan"). Also includes 8,250, 138,562, 8,250,
8,250, 8,250, 8,250, 11,625 and 4,500 shares for Messrs. Bowles, Burba,
Smogolski, Hanauer, Trescott, Zych, Ekl and Ms. Vasto, respectively, which
may be acquired pursuant to options exercisable within 60 days of March 10,
1999 which were granted under the Premium Plan (and in the case of Mr.
Burba, such total also includes exercisable options granted under the Westco
Bancorp, Inc. 1992 Incentive Stock Option Plan). Total shares for all
directors and executive officers includes 1,563,347 shares subject to
options exercisable within 60 days of March 10, 1999, which were granted
under these option plans.
(4) Excludes 329 unallocated shares held by the Mid America Bank Management
Recognition and Retention Plans and Trusts (the "MRPs") which shares are
reflected in the total stock ownership of directors and executive officers
as a group. The voting of such shares is directed by the non-employee
directors of the Bank. As a result of this shared voting authority,
each non-employee director may be deemed to be the beneficial owner of all
such shares.
(5) Excludes 57,861 shares held by the Mid America Bank Employees' Profit
Sharing Plan which shares are reflected in the total stock ownership of
directors and executive officers as a group. The voting and dispositive
authority over such shares is directed by the trustees of the plan (Lois
Vasto, Jerry Weberling and two other executive officers). As a result of
this shared voting and dispositive authority, each trustee may be deemed to
be the beneficial owner of all such shares.
Meetings of the Board and Committees of the Board
During the year ended December 31, 1998, the Board of Directors of the
Company held twelve regular meetings and two special meetings. During the year,
all directors attended more than 75% of all regular and special Board meetings,
and no director of the Company attended fewer than 75% of the aggregate number
of total Board meetings held and total meetings of committees on which such
director served, except Mr. Ekl. The Board of Directors of the Company and the
Bank maintain a number of committees, certain of which are described below.
The Executive Committee consists of Allen Koranda (Chairman), Kenneth
Koranda and Lois Vasto. The Committee generally meets as needed and is charged
with the responsibility of overseeing the business of the Company and the Bank.
The Committee has the power to exercise most of the powers of the Board of
Directors in the intervals between meetings of the Board. The Executive
Committee met one time during 1998.
The Audit Committee currently consists of F. William Trescott (Chairman),
Joe F. Hanauer and Henry Smogolski. The Committee is responsible for oversight
of the Company's accounting, reporting and financial controls practices and
reports to the Board of Directors concerning audit activities and the results of
examinations and any other related matters affecting the Company and the Bank.
The Committee met four times during 1998.
The Administrative/Compensation Committee, which currently consists of F.
William Trescott (Chairman), Robert Bowles and Terry Ekl, is responsible for
administering various benefit plans and for reviewing and making recommendations
to the Board concerning compensation and other related benefit plans applicable
to the Company's executive officers. The Committee met one time during 1998.
The Nominating Committee consists of Allen Koranda, Robert Bowles and Lois
Vasto. The Committee reviews any nominations to the Board of Directors made by
shareholders and recommends to the Board of Directors the nominees to stand for
election at the Company's annual meeting of shareholders. Any recommendations
not selected for the Board of Directors' slate and other nominations must comply
with the Company's bylaws with regard to a shareholder slate. The Company's
bylaws provide procedures for shareholder nominations for director, as well as
for any other proposals by
7
shareholders of business to be brought before the meeting. See "Notice of
Business to be Conducted at an Annual Meeting." The Nominating Committee met one
time during 1998.
Directors' Compensation
Directors' Fees. All directors receive annual directors fees of $15,600
($16,800 beginning in January 1999) and directors who are not also officers
received an additional fee of $400 for each Board meeting and annual meeting
attended ($425 beginning in January 1999). Nicholas J. DiLorenzo, Sr., Richard
Kallal, Jerry J. Krudl and Jerome Skrydlewski, former directors who are each
presently serving as a director emeritus, are paid an annual retainer fee of
$6,750 ($7,000 beginning in January 1999) plus $150 for each Board meeting they
attend. Hugo Koranda, former Chairman of the Board of Directors of the Bank, who
presently serves as Chairman Emeritus, is paid an annual retainer fee of $10,000
plus $150 for each Board meeting he attends.
Directors' Deferred Compensation Plan. The Bank maintains the Mid America
Bank Directors' Deferred Compensation Plan. Under the plan, directors may
annually elect to defer up to 100% of their annual directors' fees. Directors
may choose whether to have their deferred amounts earn interest at 130% of the
Moody's Corporate Bond Rate, or invested in the Common Stock of MAF Bancorp.
Generally, upon the later of termination of service or attaining the age of 65,
directors are entitled to receive the deferred fees plus accrued interest, or in
the case of amounts invested in Common Stock, the associated number of MAF
Bancorp shares plus accrued dividends, in a lump sum or in installments over a
period of time not to exceed fifteen years. Death benefits are provided to the
beneficiaries of the plan participants. The amount of deferred directors' fees
in 1998 is included in "Executive Compensation-Summary Compensation Table" for
the individuals named therein. Each participant is entitled to direct the voting
of shares purchased on his behalf. The number of MAF Bancorp shares purchased on
behalf of directors through the plan is included in beneficial ownership shown
in "Information with respect to Nominees, Continuing Directors and Others," for
each director and for all directors and executive officers as a group.
Health Insurance Plan. The Bank maintains a health insurance plan for its
non-employee directors, under which directors electing to be covered under the
plan must contribute certain amounts to receive coverage under the plan.
Consulting Agreements. The Bank has entered into a consulting agreement
with Nicholas J. DiLorenzo, Sr., who has had extensive experience with the Bank.
Mr. DiLorenzo, who retired as a director of the Company and the Bank in April
1998, had served as a director of the Bank since 1969 and of the Company since
1989. Mr. DiLorenzo retired from the Bank in 1987, and had served in the
capacities of Senior Vice President of the Bank since 1965 and President of Mid
America Development Services, Inc., a wholly-owned subsidiary of the Bank, since
1978. The agreement provides that Mr. DiLorenzo is to render advisory and
consulting services during the term of the agreement and particularly on matters
regarding real estate development. Mr. DiLorenzo's two-year contract, which
expires on October 31, 2000, provides for the payment of annual consulting fees
totaling $40,000. In addition, the Bank provides Mr. DiLorenzo with the use of a
Company automobile. Mr. DiLorenzo also serves as a director emeritus and is paid
the same as the other former directors serving in such capacity as described in
"Directors' Compensation-Directors' Fees."
Option Plans. Certain directors of the Company participate in the MAF
Bancorp, Inc. Amended and Restated 1993 Premium Price Stock Option Plan (the
"Premium Plan"). Non-employee directors of the Company who have not previously
participated in another option plan of the Company are entitled to
8
receive an initial grant of 5,625 options under the Premium Plan when they
become plan participants. In addition, all non-employee directors of the Company
who become participants in the Premium Plan receive an annual grant of 2,250
options under the Premium Plan. All options granted to non-employee directors
under the Premium Plan are granted at an exercise price of 110% of the fair
market value of the Common Stock on the date of grant. As amended, non-employee
directors are now eligible to also participate in the MAF Bancorp, Inc. 1990
Incentive Stock Option Plan (the "Incentive Plan"). To date, non-employee
directors have not received any grants of options under the Incentive Plan.
Executive Compensation
The report of the Compensation Committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except to the extent that the Company specifically incorporates this information
by reference, and shall not otherwise be deemed filed under such Acts.
Compensation Committee Report. Under rules established by the Securities
and Exchange Commission ("SEC"), the Company is required to provide certain data
and information in regard to the compensation and benefits provided to the
Company's Chief Executive Officer and other executive officers of the Company.
The disclosure requirements for the Chief Executive Officer and other executive
officers include the use of tables and a report explaining the rationale and
considerations that led to fundamental executive compensation decisions
affecting those individuals. In fulfillment of this requirement, the
Administrative/Compensation Committee (the "Compensation Committee") has
prepared the following report for inclusion in this proxy statement.
The Compensation Committee is composed solely of independent outside
directors. The entire Board has delegated to the committee the responsibility of
assuring that the compensation of the Chief Executive Officer and other
executive officers is consistent with the compensation strategy, competitive
practices, the performance of the Company, and the requirements of appropriate
regulatory agencies. Directors who do not sit on the Compensation Committee also
participate in executive compensation matters through the review, discussion and
ratification of Compensation Committee actions.
Executive Compensation Philosophy. The Compensation Committee has the
following goals for the compensation programs relating to the executives of the
Company and the Bank:
* to provide motivation for the executives to enhance shareholder value by
linking a significant portion of their compensation to the value of the
Company's Common Stock;
* to retain the executive officers who have led the Company to high performance
levels and allow the Company to attract high quality executives in the future
by providing total compensation opportunities which are consistent with
competitive norms of the industry and the Company's level of performance; and
* to maintain reasonable "fixed" compensation costs by targeting base salaries
at competitive average to moderately above average levels.
For purposes of determining the competitive compensation market for the
Company's executives, the Committee has reviewed the compensation paid to top
executives of thrifts and banks with total assets and performance results
(return on equity) comparable to those of the Company. This
9
information was generally derived from peer group data taken from the SNL
Securities Executive Compensation Review which covers publicly-held thrifts (the
"SNL Public Thrift Survey"). In reviewing peer group data, the Committee chose
to use information contained in the SNL Public Thrift Survey because these
institutions, similar to the Company, are all publicly-held thrifts or thrift
holding companies and many, although not all, of these institutions are included
in the peer group index used in the stock performance graph. In addition, the
Compensation Committee reviewed the salary history and performance levels of
each of the executive officers in determining appropriate compensation levels.
In addition to the information cited above, the Compensation Committee, in
making compensation decisions for 1998, considered the excellent earnings
results over the past few years. The positive trend continued during 1998 as
earnings per share increased to $1.67 per share in calendar 1998 (exclusive of a
$.02 per share extraordinary charge for early repayment of debt) compared to
$1.59 per share for calendar 1997 and $1.37 per share for calendar 1996
(exclusive of the SAIF recapitalization charge in 1996). In addition, the total
return on MAF Bancorp Common Stock was 14% for calendar 1998, 54% for calendar
1997 and 43% for the six months ended December 31, 1996, increasing the
Company's market capitalization to $662 million at December 31, 1998 compared to
$531 million at December 31, 1997 and $365 million at December 31, 1996.
During 1998, executive officers' compensation consisted principally of
salary, annual incentive bonuses, long-term performance awards and stock option
grants. The Committee believes the salaries are generally in the average range
compared to other institutions of comparable asset size. The Committee pursues
the goal of linking executive compensation to the Company's financial
performance and stock price performance through awards under the Company's
annual incentive plan, long-term incentive plan, incentive stock option plan and
premium-price stock option plan. All awards under these plans are intended to
motivate executives to take actions that will favorably impact the Company's
long-term, as well as annual, profitability.
Under the MAF Bancorp Executive Annual Incentive Plan (the "Annual
Incentive Plan"), executives are classified into three groups, based on their
relative position within the Company, with target annual bonuses (as a
percentage of base salary) equal to 50%, 40% and 35%, respectively. Target
bonuses are paid if targeted company net income goals established at the
beginning of each fiscal year are met and if certain safety and soundness
standards are maintained. Annual bonus awards can range from 0% to 150% of the
target awards depending on how actual net income compares to the targeted
company goal. Awards will be (1) 50% of the targeted awards if net income equals
a threshold performance level (80% of targeted net income), (2) 150% of the
targeted awards if net income equals a superior performance level (120% of
targeted net income) or (3) 0% of the targeted awards if net income is below the
threshold performance level or if certain safety and soundness standards are not
maintained. A subjective analysis of an executive's individual performance can
also increase or decrease his award opportunity, although for 1998, this was not
used as a criteria in determining annual bonuses.
Net income equaled approximately 105% of the 1998 targeted goal (which was
adjusted for certain unusual transactions). As a result of this performance, and
having met certain safety and soundness standards, annual bonuses equal to
56.6%, 56.6%, 45.3%, 45.3%, 39.6% and 39.6% of base salaries, were paid to
Messrs. A. Koranda, K. Koranda, Weberling, Rusdal, Haider and Ms. Wheeler,
respectively.
The MAF Bancorp Shareholder Value Long-Term Incentive Plan (the "Long-Term
Incentive Plan") grants performance units to executives in target amounts equal
to 25%, 20% and 17.5% of their base salaries, based on executives' respective
classification in one of three groups. The value of performance units is
determined at the end of a three-year period based on the stock price
performance of
10
MAF Bancorp versus the S&P 500 Index. In order for the performance units to be
worth their targeted value, the stock price performance of MAF Bancorp
(including reinvested dividends) must be in the 60th percentile of the S&P 500
Index (target performance) at the end of the three-year measurement period. If
the stock price performance ranks in the 50th percentile of the S&P 500 Index,
the performance units will be worth 50% of their targeted value, while
performance in the 90th percentile of the S&P 500 Index will result in the
performance units being worth 200% of their targeted value. If the Company's
stock price performance does not rank at least in the 50th percentile of the S&P
500 Index for the three-year measurement period, the performance units will have
no value. Further, the plan will not be activated and the performance units will
have no value (regardless of stock price performance relative to the S&P 500
Index) if MAF Bancorp's stock price performance does not exceed a certain
minimum threshhold for the three-year period. The value of long-term performance
units granted to executives on January 1, 1998 will be determined at the end of
the three-year performance period ending on December 31, 2000, and cash payments
equal to the value of the units will be made at that time.
Long-term performance units granted on July 1, 1996 were valued at the end
of their two and one-half year performance period on December 31, 1998
(shortened from the usual three-year performance period because of the fiscal
year-end change to December which was effective on December 31, 1996). The total
return on MAF Bancorp Common Stock (including reinvested dividends) was 149.7%
during this performance period and ranked in the 85th percentile when compared
to the S&P 500 Index.
The Premium Plan provides for annual grants of options to executive
officers in amounts equal to the value of 25%, 20% and 17.5% of base salaries,
based on executives' respective classification in one of three groups (the
present value of such options is to be determined based on an appropriate
pricing model). The option awards to executive officers are to be granted at an
exercise price equal to 133% of the fair market value of the Common Stock on the
date of grant. Thus, executive officers will derive no financial benefit from
the grant of premium options until such time as shareholders benefit from a 33%
stock price increase.
The MAF Bancorp, Inc. 1990 Incentive Stock Option Plan, as amended (the
"Incentive Plan"), provides the Compensation Committee with the authority to
grant discretionary option awards to executives, directors and employees at an
exercise price of not less than 100% of the fair market value of the Common
Stock on the date of grant. During 1998, the Company increased by 600,000
(split-adjusted) the number of shares which may be issued under the Incentive
Plan. Discretionary awards of options to executive officers, including the Chief
Executive Officer, during 1998 were based on a number of factors, including the
Company's continued strong financial performance as described above and each
executive officer's individual performance, level of responsibility and position
within the Company.
Chief Executive Officer. The Chief Executive Officer's compensation for
1998 consisted principally of the following components:
* Salary
* Incentive Bonus
* Long-Term Performance Units
* Stock Option Grants
The Chief Executive Officer's total base compensation consists of a base
salary and an annual retainer as a director of the Company and the Bank. The
annual base salary effective January 1, 1998 was $290,000 and the annual
director retainer was $15,600. The Chief Executive Officer's salary is
11
comparatively average to lower than average in his peer group. The base salary
increased 2.5% over the prior year, and the annual director retainer increased
$600. The annual incentive bonus for 1998 was based on the Annual Incentive Plan
described above.
The target amount of long-term performance units granted to the Chief
Executive Officer at the beginning of 1998 was equal to 25% of his prior year
base salary. As discussed above, the value of these long-term performance units
will be determined at the end of the three-year performance period ending on
December 31, 2000. Cash payments under the Long-Term Incentive Plan were made to
the Chief Executive Officer for 1998 based on performance units granted on July
1, 1996.
During 1998, the Chief Executive Officer was granted 9,621 premium-price
stock options, the present value of which on the date of grant was equal to 25%
of his prior year base salary in accordance with the terms of the Premium Plan.
He was also awarded a discretionary grant of 21,000 stock options under the
Incentive Plan on the basis of the factors described above.
Section 162(m). The Compensation Committee does not believe that the
provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended,
relating to the deductibility of compensation paid to the Named Executive
Officers, will limit the deductibility of the executive compensation currently
expected to be paid by the Company. The Compensation Committee will continue to
evaluate the impact, if any, of such provisions and take such actions as it
deems appropriate.
Administrative/Compensation Committee
--------------------------------------
F. William Trescott (Chairman) Robert Bowles, MD
Terry Ekl
12
Stock Performance Graph. The following graph shows a comparison of
cumulative total shareholder return (including reinvested dividends) on the
Company's Common Stock, with the cumulative total returns of both a broad-
market index and a peer group index for the period June 30, 1993 through
December 31, 1998. The broad-market index chosen was the Nasdaq Market Index
and the peer group index chosen was the Media General Industry Group, which is
comprised of savings and loan securities. The data was provided by Media
General Financial Services. The shareholder returns are measured based on an
assumed investment of $100 on July 1, 1993.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG MAF BANCORP, INC., NASDAQ MARKET
INDEX AND PEER GROUP INDEX
6/30/93 6/30/94 6/30/95 6/28/96 12/31/96 12/31/97 12/31/98
------- ------- ------- ------- -------- -------- --------
MAF Bancorp, Inc. 100.00 127.71 132.46 153.91 219.62 338.22 383.95
Peer Group Index 100.00 116.97 134.80 171.31 212.99 358.12 313.94
Nasdaq Market Index 100.00 109.66 128.61 161.89 174.18 213.06 300.51
A. The lines represent yearly index levels derived from compounded returns
that include all dividends.
B. If the fiscal year end is not a trading day, the preceding day is used.
C. The Index level for all series was set to $100.00 on 6/30/93.
13
Summary Compensation Table. The following table shows, for the years ended
December 31, 1998 and 1997, and the six months ended December 31, 1996, the cash
compensation paid, as well as certain other compensation paid or accrued for
those periods, to the Chief Executive Officer and the other five highest paid
executive officers ("Named Executive Officers") of the Company, who received
salary and bonus in excess of $100,000 for the year ended December 31, 1998.
MAF Bancorp changed its fiscal year-end from June 30 to December 31, effective
December 31, 1996.
Annual Compensation Long Term Compensation
---------------------------------- ----------------------------------
Awards Payouts
------------------------- -------
Other Securities
Annual Restricted Underlying LTIP All Other
Name and Principal Salary Bonus Compen- Stock Options/ Payouts Compensation
Position Year(1) ($)(2) ($)(3) sation($)(4) Awards($) SARs#(5)(7) ($) ($)(6)(7)
- --------------------------- ----------- -------- -------- ------------ ---------- ------------ -------- ------------
Allen H. Koranda; 1998 $305,320 $164,428 - - 30,621 $120,120 $31,658
Chairman of the Board 1997 297,767 207,500 - - 23,272 146,604 30,282
& Chief Executive Officer 7/96-12/96 144,993 95,840 - - 36,549 66,229 8,499
Kenneth Koranda; 1998 305,208 164,428 - - 30,519 117,390 40,908
President and Director 1997 295,675 205,310 - - 23,135 141,360 38,961
7/96-12/96 142,977 94,110 - - 36,077 63,860 8,961
Jerry A. Weberling; 1998 187,607 80,668 - - 16,610 55,510 19,715
Executive Vice President and 1997 169,277 99,560 - - 11,428 66,576 19,318
Chief Financial Officer 7/96-12/96 81,327 45,410 - - 16,362 28,634 8,342
Kenneth B. Rusdal; 1998 143,750 65,498 - - 14,240 33,670 16,921
Senior Vice President - 1997 137,289 60,670 - - 8,908 29,412 16,176
Operations and Information 7/96-12/96 65,837 27,680 - - 11,464 12,669 8,149
Systems
William Haider; 1998 122,784 49,028 - - 11,784 28,756 16,623
President, MAF Develop- 1997 116,835 51,660 - - 7,454 25,080 12,582
ments, Inc. 7/96-12/96 55,894 23,520 - - 9,464 10,094 8,804
Sharon Wheeler; 1998 122,784 49,028 - - 11,784 28,756 20,638
Senior Vice President - 1997 116,835 51,660 - - 7,454 25,080 15,327
Residential Lending 7/96-12/96 55,894 23,520 - - 9,464 10,094 9,647
- --------------------
(1) As a result of the Company's change in fiscal year-end to December 31 from
June 30 (effective December 31, 1996), information shown for the third
reporting period is for the six months ended December 31, 1996.
(2) Includes amounts deferred under the Bank's deferred compensation plan and
profit sharing/401(k) plan and includes directors' fees earned by Messrs.
A. Koranda, K. Koranda and Weberling.
(3) Includes bonuses earned pursuant to the Bank's annual incentive plan, which
bases bonuses upon a percentage of officers' salaries if the Bank meets
certain performance goals.
(4) For the year ended December 31, 1998 and 1997, and the six months ended
December 31, 1996, there were no (a) perquisites in excess of the lesser of
$50,000, or 10% of the individual's total salary and bonus for the years;
(b) payments of above-market preferential earnings on deferred
compensation, except as disclosed in footnote (6); (c) payments of earnings
with respect to long-term incentive plans prior to settlement or
maturation; (d) tax payment reimbursements; or (e) preferential discounts
on stock.
(5) Option grants listed in the table were made pursuant to the Incentive Plan
and the Premium Plan. Options granted to the Named Executive Officers under
both plans become exercisable at various dates as determined by the
Administrative/Compensation Committee of the Board of Directors. Options
awarded under the Premium Plan are granted at an exercise price equal to
133% of the fair market value of the Common Stock on the date of grant.
Options awarded under the Incentive Plan are granted at an exercise price
equal to 100% of the fair market value of the Common Stock on the date of
grant. Options granted to Named Executive Officers
(footnotes continued on next page)
14
during the year ended December 31, 1998 have exercise prices of $23.46 per
share (under the Incentive Plan) and $31.20 per share (under the Premium
Plan). Options granted during the year ended December 31, 1997 have exercise
prices of $15.22 per share (under the Incentive Plan) and $20.24 per share
(under the Premium Plan). Options granted during the six months ended
December 31, 1996 have exercise prices of $10.78 per share (under the
Incentive Plan) and $14.33 per share (under the Premium Plan). Options
granted include limited rights which are generally exercisable upon a change
in control.
(6) Includes for the year ended December 31, 1998: (1) estimated contributions
to the ESOP of 300 shares each for Messrs. A. Koranda, K. Koranda,
Weberling, Rusdal, Haider and Ms. Wheeler, valued at the year-end stock
price of $26.50 per share; (2) estimated contributions to the Bank's profit
sharing plan, representing discretionary employer contributions, 401(k)
employer-matching contributions and forfeiture allocations, of $6,170 each
for Messrs. A. Koranda, K. Koranda, Weberling and Rusdal, $5,620 for Mr.
Haider and $5,990 for Ms. Wheeler; and (3) contributions for foregone ESOP
and profit sharing contributions made to the Bank's executive deferred
compensation plan totaling $1,335 for Mr. Haider and $1,869 for Ms. Wheeler;
(4) amounts accrued in the deferred compensation plan, relating to the
excess of the plan's interest rates over 120% of the applicable federal
long-term interest rates, of $17,538, $26,788, $5,595, $2,801, $1,718 and
$4,829 for Messrs. A. Koranda, K. Koranda, Weberling, Rusdal, Haider and Ms.
Wheeler, respectively.
(7) All share and share price disclosures reflect the 3-for-2 stock split paid
by the Company on July 10, 1998 to shareholders of record on June 18, 1998.
Employment and Special Termination Agreements
The Company and the Bank have entered into employment agreements with Allen
Koranda, Kenneth Koranda, Jerry Weberling and the Company has entered into an
employment agreement with David Burba. The Company and the Bank have also
entered into special termination agreements with certain executive officers of
the Company and the Bank, including Kenneth Rusdal, William Haider and Sharon
Wheeler. Such employment and special termination agreements are designed to
ensure that the Company and the Bank will be able to maintain a stable and
experienced management base.
Employment Agreements. The employment agreements with Messrs. A. Koranda,
K. Koranda and Weberling provide for three-year terms. Prior to each anniversary
date, the Board of Directors of the Company or the Bank may extend the
agreements for an additional year so that the remaining terms shall be
approximately three years. The agreements provide for an annual base salary,
which is reviewed annually, to be paid by the Bank, or the Company in lieu of
the Bank, in an amount which is not less than that which was paid to each
executive in 1990. In addition to base salary, each agreement provides, among
other things, for participation in benefit plans and other fringe benefits
applicable to executive officers.
The agreements with Messrs. A. Koranda, K. Koranda and Weberling provide
for termination by the Company and the Bank for "cause," as defined in the
agreements, at any time. In the event the Company and the Bank choose to
terminate an executive's employment for reasons other than as a result of a
change in control (as defined in the agreements) and other than for cause, or in
the event of an executive's resignation from the Company or the Bank upon (i)
failure to re-elect or re-nominate executive to the executive's current offices;
(ii) a material lessening of the executive's functions, duties or
responsibilities; (iii) a liquidation, dissolution, consolidation or merger in
which the Company or the Bank is not the resulting entity; or (iv) a breach of
the agreement by the Company or the Bank, the executive or, in the event of
death, the executive's beneficiary, as the case may be, would be entitled to a
payment equal to the greater of the amount payable to the executive for the
remaining term of the agreement or three times the executive's average annual
salary and Annual Incentive Plan bonus paid over the prior three years. The
Company and the Bank would also continue the executive's life, health and
disability coverage for thirty-six months or, if earlier, until the executive is
employed by another employer. If termination results from a change in control of
the Company or the Bank, as defined in the
15
agreements, followed by the executive's subsequent termination of employment,
the executive would be entitled to a termination payment equal to three times
the executive's average annual salary and Annual Incentive Plan bonus paid over
the prior three years (which would result in current payments of approximately
$1,310,000, $1,293,000 and $725,000 for Messrs. A. Koranda, K. Koranda and
Weberling, respectively) and continued benefits as described above and certain
benefits provided under the Bank's benefit plans.
The employment agreement with Mr. Burba, effective in January 1999, was
entered into in connection with the merger of Westco Bancorp, Inc. with MAF
Bancorp, Inc. on December 31, 1998. The agreement, pursuant to which Mr. Burba
serves as an Executive Vice President of the Company and the Bank, provides for
a three-year term with an annual base salary of $205,000 and entitles Mr. Burba
to participate in employee benefit plans of the Company and the Bank, including
annual and long-term incentive programs, on the same basis as similarly-situated
executives. The employment agreement provides for the payment of a $920,000
retention bonus to Mr. Burba in consideration of the termination of his
employment agreements with Westco Bancorp, Inc. and First Federal Savings and
Loan Association of Westchester and the waiver of the lump-sum severance payment
of equal amount otherwise payable under these agreements. The retention bonus is
payable in three installments between December 1998 and April 2000. The
agreement with Mr. Burba provides for termination by the Company for "cause," as
defined in the agreement, at any time. In the event Mr. Burba's employment is
involuntarily terminated other than for cause, or Mr. Burba resigns due to a
breach of the agreement by the Company or the Bank prior to the expiration of
the three-year term, certain annual compensation payments and insurance benefits
will be paid for the balance of the term.
In connection with the employment agreement, the Company and Mr. Burba also
entered into a non-competition agreement pursuant to which Mr. Burba has agreed
that for a period of 24 months following his termination of employment, he will
not, without the Company's prior consent, engage or participate in depository,
lending or other financial services businesses in any community in which the
Company or the Bank or any of their affiliates has a financial institution or
branch or has sought regulatory approval to acquire or establish a financial
institution or branch at the time of termination of employment, or in any
community within a prescribed radius of any such institution or branch. The
agreement also imposes confidentiality restrictions on Mr. Burba and restricts
him from soliciting or encouraging employees of the Company or the Bank to
terminate employment. As separate consideration for these restrictive covenants,
the Company or the Bank will be obligated to make monthly payments of $15,000 to
Mr. Burba during the 24-month period following his termination of employment.
Such payments will be made to his beneficiary in the event of his death.
Special Termination Agreements. The special termination agreements among
the Company, the Bank and certain executive officers, including Kenneth Rusdal,
William Haider and Sharon Wheeler provide for three-year terms. Prior to each
anniversary date, the Board of Directors of the Company or the Bank may extend
the agreements so that the remaining term shall be approximately three years.
Each agreement provides that at any time following a change in control of the
Company or the Bank, as defined in the agreements, if the Company or the Bank
were to terminate the executive's employment for any reason other than "cause,"
as defined in the agreements, or if the executive were to elect to terminate his
or her own employment following his or her demotion, loss of title, office or
significant authority, a reduction in his or her compensation, or relocation of
his or her principal place of employment, the executive would be entitled to
receive a termination payment in an amount equal to three times his or her
average annual salary and Annual Incentive Plan bonus paid over the three
previous years of his or her employment (which would result in a current payment
of approximately $531,000, $452,000 and $452,000 for Messrs. Rusdal, Haider and
Ms. Wheeler, respectively).
16
Payments upon a change in control under the employment agreements and special
termination agreements could constitute excess parachute payments under Section
280G of the Internal Revenue Code (the "Code"), which may result in the
imposition of an excise tax on the recipient and denial of the deduction for
such excess amounts to the Company and the Bank. The agreements provide that
benefits payable following a change in control will be reduced to an amount that
would not constitute an excess parachute payment (as that term is defined in
Section 280G of the Code) if the reduced amount is greater than the amount that
would otherwise be received after payment of any excise tax.
Supplemental Executive Retirement Plan
The Bank has a supplemental executive retirement plan ("SERP") for the purpose
of providing certain retirement benefits to executive officers and other
corporate officers approved by the Board of Directors. The annual retirement
plan benefit under the SERP is calculated equal to 2% of final average salary
times the years of service after 1994 ("Years of Service"). Ten additional
Years of Service are credited to participants in the event of a change in
control transaction, although in no event may total Years of Service exceed the
lesser of 20 years or the Years of Service at age 65. The maximum annual
retirement payment is equal to 40% of final average salary. Benefits are
payable in various forms in the event of retirement, death, disability and
separation from service, subject to certain conditions defined in the plan. The
SERP also provides for certain death benefits to the extent such amounts exceed
a participant's accrued benefit under the SERP at the time of death.
Option Plans
The Company maintains the Incentive Plan which provides for discretionary
stock option awards to officers, directors and employees as determined by the
Compensation Committee. As of the Record Date, a total of 1,898,940 options
have been granted under the Incentive Plan of which 1,499,628 remain
outstanding. A total of 354,461 options remain to be issued under the Incentive
Plan. The table on the following page lists all grants of options (and limited
rights) under the Incentive Plan to the Named Executive Officers for the year
ended December 31, 1998 and contains certain information about grant-date
valuation of the options.
The Company also maintains the Premium Plan which provides for stock option
awards to officers, directors and employees as determined by the Compensation
Committee. Under the Premium Plan, options are granted to executive officers at
133% of the fair market value of the Common Stock on the date of grant and are
granted to non-employee directors at 110% of the fair market value of the Common
Stock on the date of grant. Thus, no executive officer or director will derive
any financial benefit from the grant of options under the Premium Plan until
such time as shareholders have benefited from considerable stock price
appreciation. As of the Record Date, a total of 502,149 options have been
granted under the Premium Plan of which 464,633 remain outstanding. A total of
54,726 options remain to be issued under the Premium Plan. The table on the
following page lists all grants of options (and limited rights) under the
Premium Plan to the Named Executive Officers for the year ended December 31,
1998 and contains certain information about grant-date valuation of the options.
17
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
--------------------------------------
Individual Grants
-----------------
Number of
Securities Percent of Total
Underlying Options/SARs
Options/SARs Granted to Exercise or Base
Granted Employees in Price Expiration Grant Date
Name (#)(1)(4) Fiscal Year ($/Share)(1)(5)(6) Date (7) Present Value ($)(8)
- -------------------- ------------ ---------------- ------------------ ---------- --------------------
Allen H. Koranda 21,000(2) 7.5% $23.46 1/2/08 $ 207,690
9,621(3) 3.4 31.20 1/2/08 70,714
Kenneth Koranda 21,000(2) 7.5 23.46 1/2/08 207,690
9,519(3) 3.4 31.20 1/2/08 69,965
Jerry A. Weberling 12,000(2) 4.3 23.46 1/2/08 118,680
4,610(3) 1.6 31.20 1/2/08 33,884
Kenneth B. Rusdal 10,500(2) 3.7 23.46 1/2/08 103,845
3,740(3) 1.3 31.20 1/2/08 27,489
William Haider 9,000(2) 3.2 23.46 1/2/08 89,010
2,784(3) 1.0 31.20 1/2/08 20,462
Sharon Wheeler 9,000(2) 3.2 23.46 1/2/08 89,010
2,784(3) 1.0 31.20 1/2/08 20,462
- ---------------------------------
(1) All share and share price disclosures reflect the 3-for-2 stock split paid
by the Company on July 10, 1998 to shareholders of record on June 18, 1998.
(2) Represents options granted under the Incentive Plan.
(3) Represents options granted under the Premium Plan.
(4) Options granted during 1998 under the Incentive Plan become exercisable in
various installments between 2000-2005 with respect to Messrs. A. Koranda
and K. Koranda, in various installments between 1998-2001 with respect to
Mr. Weberling, and in various installments between 1998-2000 with respect
to Messrs. Rusdal and Haider and Ms. Wheeler. To the extent not already
exercisable, the options become exercisable upon a change in control, as
defined in each of the plans. In addition, vesting of options may be
accelerated by the Compensation Committee. Options granted during 1998
under the Premium Plan were immediately exercisable by the Named Executive
Officers on the date of grant.
(5) The purchase price may be made in cash or in whole or in part through the
surrender of previously-held shares of Common Stock at the fair market
value of such shares on the date of exercise. The exercise price of stock
options granted to the Named Executive Officers under the Incentive Plan
and Premium Plan is equal to 100% and 133% , respectively, of the fair
market value of the Common Stock on the date the options were granted.
(6) Options are subject to limited rights (SARs) pursuant to which limited
rights may be exercised in the event of a change in control of the Company.
Upon the exercise of a limited right, the optionee would receive a cash
payment (or at the discretion of the Compensation Committee, a like payment
of shares of Common Stock) equal to the difference between the exercise
price of the related option and the fair market value of the underlying
shares of Common Stock on the date the limited right is exercised,
multiplied by the number of shares to which such limited rights are
exercised.
(7) The option term is ten years.
(8) The method used is a variation of the Black-Scholes option pricing model
and reflects the following assumptions as of the date of grant: (a) fair
market value of the Common Stock on the date of grant equal to $23.46 per
share; (b) expected dividend yield on the Common Stock of 0.80%; (c)
calculated volatility of the price of the Common Stock equal to 20.53%,
determined based on the closing end-of-week stock prices for the most
recent 104 weeks ending prior to the date of grant; and (d) a risk-free
interest rate equal to 5.90%. The actual value, if any, an executive
officer may realize will depend on the excess of the stock price over the
exercise price on the date the option is exercised. There is no assurance
that the value realized will be at or near the value estimated by the
Black-Scholes model.
18
The following table shows options exercised by the Named Executive Officers
during the year ended December 31, 1998, including the aggregate value of such
options realized on the date of exercise. In addition, the table provides
certain information with respect to the number of shares of Common Stock
represented by outstanding stock options held by the Named Executive Officers as
of December 31, 1998. Also reported are the values for "in-the-money" options
which represent the positive spread between the exercise price of any such
existing stock options and the year-end price of the Common Stock.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
---------------------------------
Number of Securities Value of Unexercised in-the-
Underlying Unexercised Money Options/SARs at
Options/SARs at Fiscal Fiscal Year-End
Shares Acquired Year-End(#) ($)(1)
On Value ------------------------- ----------------------------
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- ----------- ------------------------- ----------------------------
Allen H. Koranda -- -- 493,594 / 31,050 $10,554,914 / $177,182
Kenneth Koranda -- -- 491,173 / 31,050 10,523,449 / 177,182
Jerry Weberling 43,764 $991,362 55,297 / 10,653 651,377 / 32,385
Kenneth Rusdal 10,000 217,729 53,810 / 8,079 804,843 / 24,560
William Haider 9,000 209,083 59,371 / 6,000 1,012,868 / 18,240
Sharon Wheeler 9,900 229,783 58,471 / 6,000 991,078 / 18,240
___________________________________
(1) Market value of underlying securities at December 31, 1998 ($26.50 per
share) minus the exercise or base price per share.
Long-Term Incentive Plan
The table on the following page provides certain information relating to
performance units granted to the Named Executive Officers under the MAF Bancorp
Shareholder Value Long-Term Incentive Plan during the year ended December 31,
1998. The value of the performance units, if any, is to be paid in cash to the
recipient at the end of a three-year performance period. The value of the units
is to be determined based on the stock price performance (including reinvested
dividends) of MAF Bancorp, Inc. Common Stock relative to the S&P 500 Composite
Index.
19
LONG-TERM INCENTIVE PLAN - AWARDS IN LAST FISCAL YEAR
------------------------------------------------------
Performance Estimated Future Payouts
Number of or Other Under Non-Stock Price Based Plans (1)
Shares, Period Until --------------------------------------
Units or Other Maturation Threshold Target Maximum
Name Rights (#) or Payout ($ or #) ($ or #) ($ or #)
- ------------------ --------------- ------------ -------- -------- ---------
Allen H. Koranda 708 3 years $35,400 $70,800 $141,600
Kenneth Koranda 700 3 years 35,000 70,000 140,000
Jerry A. Weberling 339 3 years 16,950 33,900 67,800
Kenneth B. Rusdal 275 3 years 13,750 27,500 55,000
William Haider 205 3 years 10,250 20,500 41,000
Sharon Wheeler 205 3 years 10,250 20,500 41,000
- ---------------------------
(1) The threshold, target and maximum payments are based on MAF Bancorp stock
price appreciation (including reinvested dividends) ranking in the 50th,
60th and 90th percentile of the S&P 500 Index at the end of the three-year
performance period. No payout is to be made if MAF Bancorp's stock price
performance ranks below the 50th percentile at the end of the performance
period or if MAF Bancorp's stock price performance for the three-year period
is below a minimum threshold, regardless of stock price performance relative
to the S&P 500 Index.
Transactions with Certain Related Persons
Directors, officers and employees of the Company and its subsidiaries are
eligible to apply for mortgage, home equity, home improvement, savings account,
automobile and education loans. All loans to directors and executive officers
are made in the ordinary course of business, do not involve more than the normal
risk of collectibility and do not present any unfavorable features. These loans
are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable transactions
with unaffiliated persons. All loans to directors and executive officers are
approved by the Board of Directors.
On October 23, 1998, the Company purchased 66,460 shares of MAF Bancorp
Common Stock from Allen Koranda, Chief Executive Officer of the Company, for
$22.75 per share, or approximately $1.5 million, in a private transaction. The
purchase price per share did not exceed the then-prevailing market price for the
Common Stock and the transaction was consummated in accordance with terms
approved by the disinterested members of the Board. The sale of shares was
related to Mr. Koranda's marital dissolution agreement.
20
PROPOSAL 2. APPROVAL OF AN AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION INCREASING THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
At a meeting of the Board of Directors held on February 23, 1999, the Board
of Directors unanimously approved and agreed to recommend to the Company's
shareholders that they approve the adoption of an amendment to the Company's
Certificate of Incorporation that would increase the number of authorized shares
of Common Stock from the 40,000,000 shares presently authorized to 80,000,000
shares. The par value of the Common Stock and Preferred Stock will remain $.01
per share. The Amendment is subject to the approval of shareholders of MAF
Bancorp. The Board of Directors believes that this proposal is in the best
interests of the Company and its shareholders and recommends a vote FOR the
proposed Amendment.
As approved by the Board, subject to shareholder approval at the Meeting,
the amended Paragraph A of Article FOURTH of MAF Bancorp's Certificate of
Incorporation would read as follows:
"A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is eighty-five million (85,000,000)
consisting of:
(a) five million (5,000,000) shares of Preferred Stock, par value
one cent ($.01) per share (the "Preferred Stock"); and
(b) eighty million (80,000,000) shares of Common Stock, par value
one cent ($.01) per share (the "Common Stock")."
Purpose of Amendment
The Certificate of Incorporation currently authorizes the issuance of up to
40,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. As of
the Record Date, the Company had 24,281,651 shares of Common Stock outstanding
and 2,580,241 shares of Common Stock reserved for issuance to current or former
directors, officers and employees (including former directors, officers and
employees of Westco Bancorp, Inc.) under various compensation and benefit plans,
with the remaining 13,138,108 shares of Common Stock being authorized, unissued
and unreserved shares available for other corporate purposes. While the Company
currently does not have any specific commitments or agreements to issue or
reserve additional shares of Common Stock (other than pursuant to various
compensation and benefit plans), the Board of Directors considers the proposed
increase in the number of authorized shares desirable because it would give the
Board the necessary flexibility to issue Common Stock in connection with stock
dividends and splits, acquisitions, financings, employee benefits and for other
general corporate purposes. Without an increase in the number of authorized
shares of Common Stock, the number of available shares for issuance may be
insufficient to consummate one or more of the above transactions.
The Company has a history of issuing Common Stock in connection with stock
splits and stock dividends. The Company declared three-for-two stock splits in
1993, 1997 and 1998, and declared a 10% stock dividend in 1995. In addition, the
Company has issued Common Stock in connection with two merger transactions in
the past three years. Approving an increase in the number of authorized shares
at this time would also avoid the additional expense and delay incidental to
obtaining shareholder
21
approval of an amendment to the Certificate of Incorporation increasing the
number of authorized shares at the time of a transaction of the type described
above, unless shareholder approval is otherwise required for a particular
issuance by applicable law. The proposed Amendment to the Certificate of
Incorporation would increase the authorized, unissued and unreserved Common
Stock remaining available for issuance from 13,138,108 to 53,138,108 shares.
Authorized, unissued and unreserved Common Stock may be issued from time to
time for any proper purpose without further action of the shareholders, except
as required by the Certificate of Incorporation, applicable law or the listing
requirements of the Nasdaq National Market, on which the Common Stock is listed.
Delaware law requires that an amendment to the Certificate of Incorporation be
approved by a majority of the outstanding shares of Common Stock.
Each share of Common Stock authorized for issuance has the same rights and
is identical in all respects with each other share of Common Stock. Newly
authorized shares of Common Stock will not affect the rights, such as voting and
liquidation rights, of the shares of Common Stock currently outstanding.
Shareholders will not have preemptive rights to purchase any subsequently issued
shares of Common Stock.
The ability of the Board of Directors to issue additional shares of Common
Stock without additional shareholder approval may be deemed to have an anti-
takeover effect, since unissued and unreserved shares of Common Stock could be
issued by the Board of Directors in circumstances that may have the effect of
deterring takeover bids. The Board of Directors does not intend to issue any
additional shares of Common Stock except on terms which it deems to be in the
best interests of the Company and its shareholders.
Unless marked to the contrary, the shares represented by the enclosed proxy
card, if executed, will be voted FOR the approval of the Amendment to the
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 40,000,000 shares to 80,000,000 shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF AN AMENDMENT
TO THE CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK.
22
PROPOSAL 3. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the year ended December 31, 1998
were KPMG LLP. The Board of Directors has reappointed KPMG LLP to continue as
independent auditors for the Company and its affiliates, including the Bank, for
the year ending December 31, 1999 subject to ratification of such appointment by
the shareholders. Representatives of KPMG LLP are expected to attend the
Meeting. They will be given an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
shareholders present at the Meeting.
Unless marked to the contrary, the shares represented by the enclosed proxy
card, if executed, will be voted FOR ratification of the appointment of KPMG LLP
as the independent auditors of the Company for the year ending December 31,
1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 1999.
Shareholder Proposals
To be considered for inclusion in the proxy statement and proxy relating to
the annual meeting of shareholders to be held in 2000, a shareholder proposal
must be received by the Corporate Secretary of the Company at the address set
forth on the first page of this Proxy Statement, no later than November 25,
1999. If such annual meeting is held on a date more than 30 calendar days from
April 28, 2000, a shareholder proposal must be received by a reasonable time
before the proxy solicitation for such annual meeting is made. Any such proposal
will be subject to 17 C.F.R. Section 240.14a-8 of the Rules and Regulations of
the SEC.
Notice of Business to be Conducted at an Annual Meeting
The bylaws of the Company provide an advance notice procedure for certain
business to be brought before an annual meeting. In order for a shareholder to
properly bring business before the 2000 Annual Meeting, the shareholder must
give written notice to the Corporate Secretary of the Company at the address on
the front page of this Proxy Statement not less than thirty (30) days before the
time originally fixed for such meeting; provided, however, that in the event the
Company gives less than forty (40) days notice or prior public disclosure of the
date of the 2000 Annual Meeting, notice by the shareholder to be timely must be
received not later than the close of business on the tenth day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made. The notice must include the shareholder's name and address,
as it appears on the Company's record of shareholders, a brief description of
the proposed business, the reason for conducting such business at the annual
meeting, the class and number of shares of the Company's capital stock that are
beneficially owned by such shareholder and any material interest of such
shareholder in the proposed business. In the case of nominations to the Board,
certain information regarding the nominee must be provided. The shareholder's
notice of nomination must contain all information relating to the nominee which
is required to be disclosed by the Company's bylaws and by the Exchange Act.
These procedures apply to any matter that a shareholder wishes to raise at the
2000 Annual Meeting, including those matters raised other than pursuant to 17
C.F.R. Section 240.14a-8 of the Rules and Regulations of the SEC. Nothing in
this
23
paragraph shall be deemed to require the Company to include in its proxy
statement and proxy relating to the 2000 Annual Meeting any shareholder proposal
which does not meet all of the requirements for inclusion established by the SEC
in effect at the time such proposal is received.
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote the shares represented thereby on such matters, to the extent legally
permissible, in accordance with their best judgment.
Whether or not you intend to be present at the Meeting, you are urged to
return your proxy card promptly. If you are present at the Meeting and wish to
vote your shares in person, your proxy may be revoked by voting at the Meeting.
However, if you are a shareholder whose shares are not registered in your own
name, you will need additional documentation from your record holder to vote
personally at the Meeting.
By Order of the Board of Directors
/s/ Carolyn Pihera
Carolyn Pihera
Corporate Secretary
Clarendon Hills, Illinois
March 24, 1999
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY RETURN
THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
24
REVOCABLE PROXY
MAF BANCORP, INC.
55th Street & Holmes Avenue, Clarendon Hills, Illinois 60514
(630) 325-7300
ANNUAL MEETING OF SHAREHOLDERS
April 28, 1999, 10:00 a.m.
The undersigned hereby appoints the Board of Directors of MAF Bancorp, Inc.
("MAF Bancorp"), each with full power of substitution, to act as proxies for
the undersigned, and to vote all shares of common stock of MAF Bancorp which
the undersigned is entitled to vote only at the Annual Meeting of Shareholders
(the "Annual Meeting"), to be held on Wednesday, April 28, 1999, at 10:00
a.m., local time, at Marie's Ashton Place, 341 W. 75th Street, Willowbrook,
Illinois 60514, and at any and all adjournments thereof, as marked on the
reverse side.
This proxy is revocable and will be voted as directed, but if no instructions
are specified, this proxy will be voted FOR each of the proposals listed. If
any other business is presented at the Annual Meeting, including whether or
not to adjourn the meeting, this proxy will be voted, to the extent legally
permissible, by those named in this proxy in their best judgment. At the
present time, the Board of Directors knows of no other business to be
presented at the Annual Meeting.
The undersigned hereby acknowledges receipt from MAF Bancorp prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders and of a
proxy statement dated March 24, 1999, and the 1998 Annual Report to
Shareholders.
(Please mark this proxy and sign and date it on the reverse side hereof and
return it in the enclosed envelope.)
(Continued and to be signed on reverse side.)
- -------------------------------------------------------------------------------
MAF BANCORP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
1. The Election of Directors for terms of three years each: Allen H. Koranda,
Robert Bowles, David Burba and Henry Smogolski
(To withhold authority to vote for an individual nominee, write that nominee's
name on the line provided below).
------------------
For All [_] Withhold All [_] For All Except [_]
2. The approval of an amendment to the Company's Certificate of Incorporation
increasing the number of authorized shares of common stock from 40,000,000
to 80,000,000 shares.
For [_] Against [_] Abstain [_]
3. The ratification of the appointment of KPMG LLP as independent auditors of
MAF Bancorp, Inc. for the year ending December 31, 1999.
For [_] Against [_] Abstain [_]
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Dated: __________________________, 1999
_______________________________________
Signature of Shareholder
_______________________________________
Signature of Shareholder
Please sign exactly as your name appears
on this card (do not print). Please
indicate any change in address. When
shares are held by joint tenants, both
should sign, but only one signature is
required. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.
- -------------------------------------------------------------------------------