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): MAY 3, 2000
MIDWEST BANC HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 0-29598 36-3252484
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
501 W. NORTH AVENUE 60160
MELROSE PARK, ILLINOIS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (708) 865-1053
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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(a) On May 4, 2000, Midwest Banc Holdings, Inc. (the "Company"), announced
that Robert L. Woods, the Company's President and Chief Executive Officer, has
decided to retire effective July 1, 2000. Mr. Woods will serve as Vice Chairman
and continue as a director of the Company following his retirement. The Company
also announced that Brad A. Luecke, President and Chief Executive Officer of
Midwest Bank and Trust Company, was elected to succeed Mr. Woods as President
and Chief Executive Officer of the Company effective July 1, 2000. Sheldon
Bernstein has been elected to become President and Chief Operating Officer of
Midwest Bank and Trust Company effective July 1, 2000. Mr. Bernstein currently
serves as Executive Vice President- Lending of Midwest Bank and Trust Company.
Attached as Exhibit 99.1 is a copy of the press release relating to the
management changes, which is incorporated herein by reference.
(b) On May 3, 2000, at its 2000 Annual Meeting of Stockholders, the Company
announced that it had reached an agreement in principle to acquire Service First
Financial Corporation, a financial services firm offering investment brokerage,
financial planning and advisory services and insurance programs, in a cash
transaction. The transaction is subject to the negotiation of a definitive
agreement and regulatory approval. It is currently anticipated that the
transaction will be completed by the end of the third quarter. The press release
dated May 5, 2000 regarding the proposed acquisition is attached as Exhibit 99.2
and is incorporated herein by reference.
(c) Also at its Annual Meeting, the Company discussed, among other things,
its strategies and goals for the year 2000, including the following year 2000
financial targets:
o total assets of $1.4 billion,
o net income of $13.6 billion,
o earnings per share of $1.24, and
o return on average equity of 18%.
The Company stated that its financial performance goals for 2000 through
2002 include:
o average annual asset growth of 10% to 12%,
o earnings per share growth of 10% to 15%,
o return on average assets of 1.10% to 1.15%,
o adjusted return on average equity of 16% to 18%, and
o capital to asset ratio of 6.00% to 6.50%.
These financial targets and performance goals represent management's
objectives based on internal budgeting and strategic planning, and, while
management believes the targets and goals are reasonably attainable based on
current strategies, there can be no assurance that the Company will actually
achieve the stated targets or goals.
Forward-Looking Statements
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This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act
Page 2 of 5
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of 1995, and is including this statement for the purpose of invoking these safe
harbor provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies, and expectations of the
Company, are generally identifiable by use of the words "believe," "expect,"
"intend," "anticipate," "estimate," "project," "goals," "targets," or similar
expressions. The Company's ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Important factors which
could cause actual events to differ from the Company's expectations include, but
are not limited to, fluctuations in interest rates and loan and deposit pricing,
which could reduce the Company's net interest margins, asset valuations and
expense expectations; a deterioration in the economy or business conditions,
either nationally or in the Company's market areas that could increase
credit-related losses and expenses; increases in defaults by borrowers and other
loan delinquencies resulting in increases in the Company's provision for loan
losses and related expenses; uncertainties associated with the announced
management succession; higher than anticipated costs related to the Company's
new banking centers or slower than expected earning assets growth which could
extend anticipated break-even periods at these locations; failure to enter new
markets successfully, an inability to capitalize on growth opportunities or
difficulties in managing our growth; unanticipated difficulties, costs or delays
related to our pending acquisition of an investment services business;
significant increases in competition; legislative or regulatory changes
applicable to bank holding companies or the Company's banking or other
subsidiaries; and possible changes in tax rates, tax laws or tax law
interpretation.
ITEM 7(C). EXHIBITS.
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Exhibit 99.1 Press Release dated May 4, 2000.
Exhibit 99.2 Press Release dated May 5, 2000.
Page 3 of 5
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SIGNATURES
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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.
MIDWEST BANC HOLDINGS, INC.
Date: May 9, 2000 By: /s/ Robert L. Woods
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Robert L. Woods
President and Chief Executive Officer
Page 4 of 5
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INDEX TO EXHIBITS
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Exhibit
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99.1 Press Release dated May 4, 2000.
99.2 Press Release dated May 5, 2000.
Page 5 of 5
EXHIBIT 99.1
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[Midwest Banc Holdings, Inc. Letterhead]
PRESS RELEASE
For further information, please contact:
Edward H. Sibbald, Senior Vice President and Chief Financial Officer
(708) 865-1053
MIDWEST BANC HOLDINGS, INC. ANNOUNCES
EXECUTIVE MANAGEMENT CHANGES AND PROMOTIONS
(Melrose Park, IL-- May 4, 2000). Midwest Banc Holdings, Inc. (NASDAQ: MBHI), a
community-based bank holding company, announced today Robert L. Woods has
decided to retire as President and Chief Executive Officer effective July 1,
2000. Mr. Woods will serve as Vice Chairman of the Board of Directors of Midwest
Banc Holdings, Inc. and will continue to assist management on acquisitions and
investment portfolio management on a part-time basis in the future.
The Board of Directors of Midwest Banc Holdings, Inc. also announced that Brad
A. Luecke, President and Chief Executive Officer of Midwest Bank and Trust
Company, was elected to succeed Mr. Woods as President and Chief Executive
Officer of Midwest Banc Holdings, Inc. effective July 1, 2000. Mr. Luecke will
also serve as Vice Chairman and Chief Executive Officer of Midwest Bank and
Trust Company and continue as a director of certain subsidiaries of Midwest Banc
Holdings, Inc.
In a related announcement, the Board of Directors of Midwest Bank and Trust
Company elected Sheldon Bernstein to become President and Chief Operating
Officer of Midwest Bank and Trust Company effective July 1, 2000. Mr. Bernstein
currently serves as Executive Vice President-Lending for Midwest Bank and Trust
Company.
E.V. Silveri, Chairman of the Board of Directors of Midwest Banc Holdings, Inc.
and Midwest Bank and Trust Company, stated "Robert L. Woods has been our leader
for the past 38 years. He built our company from $21 million in assets in 1968
to $1.3 billion today. Under his leadership, we have grown from a small, local
neighborhood bank to become the ninth largest publicly traded bank holding
company in Illinois. Going forward, we will continue to benefit from his advice
and counsel in his new capacity as Vice Chairman."
He also noted that the election of Mr. Luecke and Mr. Bernstein represents a
continuity of leadership and reaffirmation of the core business strategies that
have proven successful for Midwest Banc Holdings, Inc. and its subsidiaries
during the past several years. He stated "We are fortunate to have the
management depth and experienced leaders within our organization who can assume
new responsibilities and execute our proven strategies as an independent bank
holding company in the future."
<PAGE>
Press Release for Immediate Distribution
Executive Management Changes and Promotions
Page 2 of 2
Robert L. Woods, 70, has spent 45 years in banking and 38 years with Midwest
Bank and Trust and Midwest Banc Holdings, Inc. He was elected President of
Midwest Bank and Trust in 1967 and served in that capacity until 1991 when he
was succeeded by Mr. Luecke. He has served as President and Chief Executive
Officer of Midwest Banc Holdings, Inc. since it was founded in 1983.
Brad A. Luecke, 49, was elected President and Chief Executive Officer of Midwest
Bank and Trust Company in 1991. During his nine year stint as President, Midwest
Bank and Trust Company has more than doubled its assets and tripled its net
income. Previously, he spent 19 years with Citizens National Bank of Downers
Grove in various management capacities including Chairman, President and Chief
Executive Officer. Mr. Luecke received his B.S. degree in Finance at Bradley
University in 1972.
Sheldon Bernstein, 53, joined Midwest Bank and Trust Company as Executive Vice
President-Lending in December 1993. Under his leadership during the past six
years, Midwest Bank and Trust Company has doubled its loan balances while
maintaining excellent portfolio quality. Mr. Bernstein has 31 years banking
experience, including seven years as an FDIC examiner, and 18 years in senior
management positions at Capitol Bank and Park National Bank. He has a B.S.
degree in Finance from The University of Illinois-Chicago and an M.B.A. in
Financial Management from Loyola University.
Midwest Banc Holdings, Inc. provides a wide range of banking services, personal
and corporate trust services, residential mortgage origination, insurance and
limited securities brokerage activities throughout the greater Chicago
metropolitan area and Western Illinois. The company's four principal operating
subsidiaries are: Midwest Bank and Trust Company, Midwest Bank, Midwest Bank of
McHenry County and Midwest Bank of Western Illinois.
This press release may contain certain "Forward-Looking Statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and should be reviewed
in conjunction with other publicly available information regarding the Company,
copies of which are available from the Company upon request. The Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain, and should be considered in evaluating "Forward Looking
Statements".
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EXHIBIT 99.2
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[Midwest Banc Holdings, Inc. Letterhead]
PRESS RELEASE
For further information, please contact:
Edward H. Sibbald, Senior Vice President and Chief Financial Officer
(708) 865-1053
MIDWEST BANC HOLDINGS, INC. ANNOUNCES AGREEMENT
TO ACQUIRE SERVICE FIRST FINANCIAL CORPORATION
(Melrose Park, IL -- May 5, 2000). Midwest Banc Holdings, Inc. (NASDAQ: MBHI), a
community-based bank holding company, announced today it has reached an
agreement in principle to acquire Service First Financial Corporation on a cash
transaction basis. The transaction is subject to the negotiation of a definitive
agreement and regulatory approval and is currently expected to be completed by
the end of the third quarter.
Service First Financial Corporation provides a full range of investment
brokerage services, financial planning and advisory services and insurance
programs. The company is owned by Joseph E. Johnson, President, and operates
with a staff of eight professionals in three Midwest Banc Holdings, Inc.
subsidiary locations in Elmwood Park, Melrose Park and Monmouth, Illinois.
Service First Financial Corporation's main office is 1610 N. Harlem Avenue,
Elmwood Park, Illinois.
The company serves more than 1,900 clients -- approximately 40% of whom are also
customers of Midwest Banc Holdings, Inc., subsidiaries. Annual commissions and
fees of Service First Financial Corporation were approximately $1.2 million in
1999.
The proposed acquisition of Service First Financial Corporation by Midwest Banc
Holdings, Inc., represents the evolution and culmination of an eleven-year
relationship. As a contract representative of a national securities brokerage
firm, Joseph E. Johnson has provided brokerage services to customers of Midwest
Bank and Trust Company, the flagship bank of Midwest Banc Holdings, Inc. on a
third party vendor basis since October 1989.
Robert L. Woods, President and Chief Executive Officer of Midwest Banc Holdings,
Inc., stated that "Joe Johnson and his staff have developed many valuable client
relationships and generated a considerable amount of fee income for Midwest Bank
and Trust Company under our current arrangement. The proposed acquisition will
expand Service First Financial Corporation's coverage to all of our banking
centers and allow us to fully participate in the accelerating growth of
investment and insurance services."
<PAGE>
Midwest Banc Holdings, Inc.
Press Release for Immediate Distribution
Agreement to Acquire Service First Financial Corporation
Page 2 of 2
Mr. Woods also noted that the proposed acquisition is one step in Midwest Banc
Holdings, Inc.'s overall strategic efforts to increase fee income levels and
create a reliable base of future revenues in non-bank financial services.
Midwest Banc Holdings, Inc. provides a wide range of banking services, personal
and corporate trust services, residential mortgage origination, insurance and
limited securities brokerage activities throughout the greater Chicago
metropolitan area and Western Illinois. The company's four principal operating
subsidiaries are: Midwest Bank and Trust Company, Midwest Bank, Midwest Bank of
McHenry County and Midwest Bank of Western Illinois.
This press release may contain certain "Forward-looking Statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934 as amended, and should be reviewed in
conjunction with other publicly available information regarding the Company,
copies of which are available from the Company upon request. The Company's
ability to predict results or the actual effects of future plans or strategies
is inherently uncertain, and should be considered in evaluating "Forward Looking
Statements."
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