UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2004
MAF BANCORP, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-18121 36-3664868
(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
55TH STREET & HOLMES AVENUE
CLARENDON HILLS, ILLINOIS 60514
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (630) 325-7300
NOT APPLICABLE
(Former name or former address, if changed since last year)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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The information provided in Item 2.03 below regarding the amendment to
an existing credit agreement is incorporated herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
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AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
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On November 1, 2004, MAF Bancorp, Inc. announced the completion of its
acquisition of Chesterfield Financial Corp. In the transaction, each share of
Chesterfield Financial common stock has been converted into the right to receive
$20.48 and 0.2536 shares of MAF Bancorp common stock. The aggregate transaction
value, including stock options, totals approximately $128.5 million, represented
by $85.8 million in cash and approximately 983,000 shares of MAF Bancorp common
stock. To fund a portion of the purchase price, MAF Bancorp amended its existing
credit agreement with Harris Bank and Trust Company, Chicago, Illinois,
effective November 1, 2004, to increase the amount of its term loan, the
remaining principal balance of which was $45 million on October 31, 2004, to
$70 million. As amended, the term note bears interest, at the borrower's option,
at the lender's prime rate less 50 basis points or at one, two, three, six or
twelve-month LIBOR plus 1.10% and matures in 2011.
As part of the transaction, Chesterfield Federal Savings and Loan
Association of Chicago, a wholly-owned subsidiary of Chesterfield Financial, has
been merged into Mid America Bank, fsb, a wholly-owned subsidiary of MAF
Bancorp. As a result of the merger, Mid America Bank has increased its direct
financial obligations on certificates of deposit by approximately $74.4 million
based on Chesterfield Federal balances as of October 31, 2004.
ITEM 7.01 REGULATION FD DISCLOSURE.
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Attached as Exhibit 99.1, and incorporated herein by reference, is a copy
of the press release issued by MAF Bancorp on November 1, 2004, announcing
completion of its acquisition of Chesterfield Financial.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit 99.1 Press Release dated November 1, 2004.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MAF BANCORP, INC.
By: /s/ Jerry A. Weberling
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Jerry A. Weberling
Executive Vice President and
Chief Financial Officer
Date: November 3, 2004
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INDEX TO EXHIBITS
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Exhibit
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Exhibit 99.1 Press Release dated November 1, 2004.
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