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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
MAF Bancorp, Inc.
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(Name of Issuer)
Common Stock Par Value $.01 per share
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(Title of Class of Securities)
55261R108
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(CUSIP Number)
John Bruno
Muldoon, Murphy & Faucette, 5101 Wisconsin Ave., N.W., Washington, D.C. 20016
(202) 362-0840
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 30, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 55261R108 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Koranda
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2 CHECK BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 423,942
SHARES ------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 25,169
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 423,942
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10 SHARED DISPOSITIVE POWER
6,636
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
449,111
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
4.27%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
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The title of the class of equity securities to which this statement relates is
common stock, par value $.01 per share. The name and address of the issuer of
such securities is MAF Bancorp, Inc. ("MAFB"), 55th & Holmes, Clarendon Hills,
Illinois 60514.
Item 2. Identity and Background
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Kenneth Koranda, 55th & Holmes, Clarendon Hills, IL 60514, President and a
director of MAFB and its wholly-owned subsidiary, Mid America Federal Savings
Bank ("Mid America").
Kenneth Koranda has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
Kenneth Koranda has not, during the last five years been a party to a civil
proceeding of a judicial or administrative body as a result of which he was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Kenneth Koranda is a citizen of the U.S.A.
Item 3. Source and Amount of Funds
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Kenneth Koranda used a total of $5,425 to make the purchases of 214 shares of
MAFB through the Section 401(k) feature of the Mid America Federal Savings Bank
Employees Profit Sharing Plan (the "Profit Sharing Plan") which are described in
Item 5(c). Such
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purchases were made in the open market by the Plan, using employee contributions
of Kenneth Koranda.
Prior to the transactions being reported on herein in Item 5(c), Kenneth
Koranda, either personally, through his spouse, as trustee of certain trusts
established for the benefit of his children, or through various company benefit
plans, made purchases or otherwise became the beneficial owner of 448,897 shares
of MAFB. Included in this total are 144,540 shares purchased by, or gifted to,
Kenneth Koranda for consideration totalling $707,188 (all of which was from the
personal funds of Kenneth Koranda); 61,451 shares purchased by or gifted to
Kenneth Koranda as trustee of various trusts established for the benefit of his
children for consideration totalling $324,263 (all of which was from the funds
of the trusts); 680 shares purchased by the wife of Kenneth Koranda, for
consideration totaling $9,809 (all of which was from the personal funds of
Kenneth Koranda's wife); 5,741 shares purchased by Kenneth Koranda through the
Section 401(k) feature of the Profit Sharing Plan for consideration totalling
$69,824 (all of which was from employee contributions and dividend reinvestments
by Kenneth Koranda in the Profit Sharing Plan); 11,749 shares purchased by
Kenneth Koranda through the profit sharing feature of the Profit Sharing Plan
for consideration totalling $58,635 (all of which was from funds allocated to
the account of Kenneth Koranda under the terms of the Profit Sharing Plan);
6,785 shares allocated to Kenneth Koranda under the terms of the ESOP Plan;
40,266 shares allocated and distributed to Kenneth Koranda under the terms of
Mid America's Management Recognition and Retention Plan and Trust, (the "MRP
Plan") and 177,685 shares of MAFB common stock relating to employee stock
options which are presently exercisable.
Item 4. Purpose of Transaction
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Amendment 3 is being filed as a result of the merger between MAFB and N.S.
Bancorp, Inc. pursuant to which N.S. Bancorp, Inc. has been merged with and into
MAFB and the outstanding shares of N.S. Bancorp, Inc. will be converted into a
combination of shares of MAFB and cash. As a result of the merger and the
increased number of outstanding shares of MAFB, Kenneth Koranda's ownership has
decreased to 4.27%.
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All of the securities of MAFB acquired by Kenneth Koranda for which he is
disclosing sole voting and dispositive power were acquired for investment
purposes. All of the securities acquired by Kenneth Koranda through the Profit
Sharing Plan and by the wife of Kenneth Koranda were acquired for investment
purposes. To the best of Kenneth Koranda's knowledge, the securities of MAFB
acquired by the ESOP Plan and the MRP Plan, and allocated to Kenneth Koranda,
were acquired by such Plans for the purpose of providing employees in key
management positions with a proprietary interest in MAFB in a manner designed to
encourage such key employees to remain with Mid America (with respect to the MRP
Plan) and for the purpose of providing retirement benefits for employees of Mid
America (with respect to the ESOP Plan).
Depending on the company's prospects, the stock price and a variety of other
factors, Kenneth Koranda may decide to increase or decrease his holdings of MAFB
in the future. In connection with his ownership of MAF Bancorp stock, he is not
considering any plans or proposals which would be required to be disclosed
pursuant to this Item 4.
Item 5. Interests in Securities of the Issuer
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(a) Kenneth Koranda beneficially owns 449,111 shares of MAFB including 177,685
shares which may be acquired pursuant to presently exercisable employee stock
options. The total shares beneficially owned by Kenneth Koranda represent 4.27%
of the 10,516,858 outstanding shares of MAFB (which for this purpose are deemed
to include the 177,685 shares which Kenneth Koranda may acquire pursuant to
employee stock options). Excluding the 177,685 shares relating to stock options,
Kenneth Koranda's ownership represents 2.63% of the outstanding shares of MAFB.
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(b) Kenneth Koranda possesses sole voting and investment authority over 423,942
shares of MAFB which includes 177,685 shares relating to unexercised stock
options, which when exercised, will give him such authority over the stock. This
total also includes 61,451 shares he beneficially owns as trustee of various
trusts established for the benefit of his children.
Kenneth Koranda possesses shared voting authority over 25,169 shares of MAFB,
which includes shares purchased by him or allocated to him under the terms of
the Profit Sharing Plan and the ESOP Plan and 680 shares owned by his wife.
Kenneth Koranda possesses shared investment authority over 6,636 shares of MAFB
which includes his wife's shares and shares purchased by him pursuant to the
Section 401(k) feature of the Profit Sharing Plan. Voting and dispositive
authority is shared with the following trustees of each of these plans:
Profit Sharing Plan Trustees
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Jerry A. Weberling, 55th & Holmes, Clarendon Hills, IL, 60514. Mr.
Weberling serves as a trustee of the Profit Sharing Plan and also serves
as Executive Vice President and Chief Financial Officer of MAFB and Mid
America.
Lois Vasto, 1001 S. Washington, Naperville, IL, 60566. Ms. Vasto serves as
a Trustee of the Profit Sharing Plan and also serves as a director and
Senior Vice President of MAFB and Mid America.
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David Kohlsaat, 55th & Holmes, Clarendon Hills, IL, 60514. Mr. Kohlsaat
serves as a trustee of the Profit Sharing Plan and also serves as First
Vice President of MAFB and Mid America.
Michael J. Janssen, 55th & Holmes, Clarendon Hills, IL, 60514. Mr.
Janssen serves as a trustee of the Profit Sharing Plan and also serves as
First Vice President of MAFB and Mid America.
ESOP Trustee
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NBD Bank, N.A., 103 E. Lincolnway, Valparaiso, IN, serves as trustee of
the ESOP Plan.
To the best of Kenneth Koranda's knowledge, none of the above trustees have,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) and none of the above trustees
have, during the last five years, been a party to a civil proceeding of a
judicial or administrative body as a result of which he or she was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. All of the above individual
trustees are citizens of the U.S.A.
(c) During the sixty days prior hereto, Kenneth Koranda acquired beneficial
ownership over the following common shares of MAFB on the dates and for the
purchase prices indicated in the table below. Unless otherwise indicated by
footnote, such shares were acquired in the open market through Nasdaq.
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<TABLE>
<CAPTION>
Date Number of Shares Price per Share
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<S> <C> <C>
5/31/96 82 $24.625(1)
5/07/96 51 $26.50(1)
4/12/96 18 $25.75(1)
4/09/96 63 $25.00(1)
(1) Represents purchases made by Kenneth Koranda through the Section 401(k)
feature of the Profit Sharing plan.
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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Kenneth Koranda currently has employee stock options covering 177,685 shares
which are exercisable. In addition, Kenneth Koranda also has employee stock
options covering an additional 14,533 shares which become exercisable at various
dates over the next three years, notwithstanding certain circumstances which
could result in the acceleration or the forfeiture of the right to exercise
these stock options.
Item 7. Material to be Filed as Exhibits
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Not applicable
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Signature
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
June 5, 1996 /s/ Kenneth Koranda
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Date Kenneth Koranda
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