Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________
MAF Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3664868
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) 55th & Holmes Identification No.)
Clarendon Hills, Illinois 60514
(Address, including zip code of registrant's principal executive office)
____________________
N.S. BANCORP, INC.
1990 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
__________
Michael Janssen
MAF BANCORP, INC.
55th & Holmes
Clarendon Hills, Illinois 60514
(708) 986-7544
(Name, address and telephone number, including area code, of agent for
service)
Copies to:
Jennifer R. Evans, Esq.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 North LaSalle Street
Chicago, Illinois 60601
(312) 609-7500
__________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
Securities to Maximum Maximum Registration
to be Registered be Offering Aggregate Fee (1)
Registered Price Per Offering Price
Share (1) (1)
<S> <C> <C> <C> <C>
Common Stock, par 167,233 $4.7836 $799,976 $ 276
value $.01 per
share
</TABLE>
(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum offering price per share and the registration fee have
been based on the option exercise price of the options outstanding under
the stock option plan covered hereby.<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Note: The documents containing the information required by this section will
be given to those persons, all of whom were employees of N.S. Bancorp,
Inc. immediately prior to the merger of N.S. Bancorp with and into MAF
Bancorp, Inc. ("Registrant") on May 30, 1996, currently holding options
granted under the N.S. Bancorp, Inc. 1990 Incentive Stock Option Plan,
as amended effective as of May 30, 1996 (the "Plan"), which options are
now exercisable for shares of Registrant's Common Stock in accordance
with the terms of such merger and the terms of the Plan. Such documents
are not required to be filed with the Commission as a part of the
Registration Statement or as an Exhibit.<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by MAF Bancorp, Inc., a Delaware corporation
("Registrant"), are incorporated in this Registration Statement by reference:
(a) Annual Report on Form 10-K for the fiscal year ended June
30, 1995 (File No. 0-18121)
(b) (i) Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995 and its Quarterly Report on
Form 10-Q, as amended by Form 10-Q/A filed on February 22,
1996, for the quarter ended December 31, 1995 and its
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and (ii) Registrant's Current Reports on
Form 8-K dated June 28, 1995, July 26, 1995, November 29,
1995, November 30, 1995, April 16, 1996 and May 30, 1996
(File No. 0-18121); and
(c) the description of MAF Bancorp Common Stock contained in
Registration Statement on Form 8-A, dated November 14, 1989,
filed by Registrant.
All documents filed by Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold are
incorporated by reference in this Registration Statement and are a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of MAF Bancorp as of June 30, 1995
and 1994 and for each of the years in the three-year period ended June 30,
1995, have been incorporated by reference herein in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, which
report is included in MAF Bancorp's Annual Report on Form 10-K for the period
then ended and incorporated by reference herein upon the authority of such
firm as experts in accounting and auditing.
Certain legal matters in connection with the issuance of Common Stock
offered hereby are being passed upon for the Registrant by Vedder, Price,
Kaufman & Kammholz.
Item 6. Indemnification of Directors and Officers.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles Tenth and Eleventh
of the Registrant's Certificate of Incorporation provide as follows:
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<PAGE>
TENTH:
A. Each person who was or is made a party or is threatened to be made
a party to or is otherwise involved in any action, suit or proceedings,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a director or an
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent, or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in Section C
hereof with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
B. The right to indemnification conferred in Section A of this
Article shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections A and B of this Article shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article is not paid in
full by the corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement
of expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither
the failure of the Corporation (including its board of directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its board of directors,
independent legal counsel, or its stockholders) that the indemnitee has not
met such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article, or otherwise shall be on the
Corporation.
3
<PAGE>
<PAGE>
D. The rights to indemnification and to the advancement of expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
certificate of incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent
of the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.
ELEVENTH:
A director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit. If the Delaware General Corporation Law is
amended after approval by the stockholders of this article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Certificate of Amendment dated May 29, 1996 to Certificate of
Incorporation of MAF Bancorp, Inc.
3.2 Certificate of Incorporation of MAF Bancorp, Inc. (incorporated by
reference to Exhibit 3(i) to Registrant's 1995 Form 10-K, File No.
0-18121)
3.3 By-Laws of MAF Bancorp, Inc. (incorporated by reference to
Exhibit 3 to Registrant's 1990 Form 10-K, File No. 0-18121)
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding the
legality of the Common Stock, par value $.01 per share, to be
issued upon exercise of options issued under the Plan
4
<PAGE>
<PAGE>
10.1 Amendment effective as of May 30, 1996, to N.S. Bancorp, Inc. 1990
Incentive Stock Option Plan
10.2 N.S. Bancorp, Inc. 1990 Incentive Stock Option Plan (incorporated
by reference to Form S-8 Registration Statement (No. 33-44895)
filed by N.S. Bancorp, Inc. on December 31, 1991)
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in
Exhibit 5.1)
24 Powers of Attorney (included on the signature pages of the
Registration Statement)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information set forth in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and each
filing of the Plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
5
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Clarendon Hills, State of
Illinois, on this 18th day of June, 1996.
MAF Bancorp, Inc.
By: /s/ ALLEN H. KORANDA
Allen H. Koranda
Chairman of the Board and
Chief Executive Officer
We, the undersigned officers and directors of MAF Bancorp, Inc., and
each of us, do hereby constitute and appoint each and any of Allen H. Koranda,
Jerry A. Weberling and Michael Janssen our true and lawful attorney and agent,
with full power of substitution and resubstitution, to do any and all acts and
things in our name and behalf in any and all capacities and to execute any and
all instruments for us in our names in any and all capacities, which attorney
and agent may deem necessary or advisable to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that said attorney and agent,
or his substitute, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 18th
day of June, 1996 in the capacities indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ ALLEN H. KORANDA Chairman of the Board and June 18, 1996
Allen H. Koranda Chief Executive Officer
(principal executive officer)
/s/ KENNETH KORANDA President and Director June 18, 1996
Kenneth Koranda
/s/ JERRY A. WEBERLING Executive Vice President June 18, 1996
Jerry A. Weberling and Chief Financial Officer
(principal financial officer)
/s/ GERARD J. BUCCINO First Vice President and Controller June 18, 1996
Gerard J. Buccino (principal accounting officer)
6
<PAGE>
<PAGE>
________________________ Director
Robert Bowles, M.D.
/s/ NICHOLAS J. DILORENZO, SR. Director June 18, 1996
Nicholas J. DiLorenzo, Sr.
/s/ TERRY EKL Director June 18, 1996
Terry Ekl
________________________ Director
Joe F. Hanauer
/s/ RICHARD KALLAL Director June 18, 1996
Richard Kallal
_______________________ Director
F. William Trescott
/s/ LOIS B. VASTO Director June 18, 1996
Lois B. Vasto
/s/ HENRY SMOGOLSKI Director June 18, 1996
Henry Smogolski
/s/ ANDREW J. ZYCH Director June 18, 1996
Andrew J. Zych
</TABLE>
7
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
3.1 Certificate of Amendment dated May 29, 1996 to Certificate
of Incorporation of MAF Bancorp, Inc.
3.2 Certificate of Incorporation of MAF Bancorp, Inc.
(incorporated by reference to Exhibit 3(i) to Registrant's
1995 Form 10-K, File No. 0-18121)
3.3 By-Laws of MAF Bancorp, Inc. (incorporated by reference to
Exhibit 3 to Registrant's 1990 Form 10-K, File No. 0-18121)
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding the
legality of the Common Stock, par value $.01 per share, to
be issued upon exercise of options issued under the Plan
10.1 Amendment effective as of May 30, 1996, to N.S. Bancorp,
Inc. 1990 Incentive Stock Option Plan
10.2 N.S. Bancorp, Inc. 1990 Incentive Stock Option Plan
(incorporated by reference to Form S-8 Registration
Statement (No. 33-44895) filed by N.S. Bancorp, Inc. on
December 31, 1991)
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in
Exhibit 5.1)
24 Powers of Attorney (included on the signature pages of the
Registration Statement)
8
EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/12/1996
960170992 - 2203985
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MAF BANCORP, INC.
MAF Bancorp, Inc., (the "Corporation") a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by the unanimous
written consent of its members, filed with the minutes of the board, duly
adopted resolutions, setting forth a proposed amendment to the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolutions setting forth the proposed amendment
are as follows:
RESOLVED, that Paragraph A of Article FOURTH of the Certificate of
Incorporation of the Corporation is hereby amended and restated in
its entirety to read as follows:
"A. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is forty-five
million (45,000,000) consisting of:
(a) five million (5,000,000) shares of
Preferred Stock, par value one cent ($.01) per
share (the "Preferred Stock"); and
(b) forty million (40,000,000) shares of
Common Stock, par value one cent ($.01) per
share (the "Common Stock")."
SECOND: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed and attested by Kenneth Koranda, its President, and Carolyn Pihera, its
Secretary, this 29th day of May, 1996.
MAF BANCORP, INC.
By: /s/ Kenneth Koranda
ATTEST: Kenneth Koranda, President
By: /s/ Carolyn Pihera
Carolyn Pihera, Secretary
9
EXHIBIT 5.1
VEDDER PRICE VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
312-609-7500
FACSIMILE: 312-609-5005
A PARTNERSHIP INCLUDING VEDDER,
PRICE, KAUFMAN & KAMMHOLZ, P.C.
WITH OFFICES IN CHICAGO AND
NEW YORK CITY
June 19, 1996
MAF Bancorp, Inc.
55th Street & Holmes Avenue
Clarendon Hills, Illinois 60514
Gentlemen:
Reference is hereby made to the Registration Statement on Form S-8 (the
Registration Statement") being filed by MAF Bancorp, Inc., a Delaware
corporation (the "Company"), relating to the registration of 167,233 shares of
the Company's common stock, par value $.01 per share (the "Common Stock"),
reserved for issuance pursuant to the exercise of options granted under the
N.S. Bancorp, Inc. 1990 Incentive Stock Option Plan, as amended effective as
of May 30, 1996 (the "Plan"), upon consummation of the merger of N.S. Bancorp
with and into the Company. We have acted as special counsel for the Company
in connection with the Registration Statement.
It is our opinion that such shares of Common Stock, when issued upon
payment of the exercise price of the options in accordance with the terms of
such Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion in connection with said
Registration Statement and to the use of our name under the heading "Interests
of Named Experts and Counsel."
Very truly yours,
VEDDER PRICE, KAUFMAN & KAMMHOLZ
10
EXHIBIT 10.1
AMENDMENT TO N.S. BANCORP, INC. 1990 INCENTIVE STOCK OPTION PLAN
WHEREAS, N.S. Bancorp, Inc. (the "Holding Company") heretofore adopted
the N.S. Bancorp, Inc. 1990 Incentive Stock Option Plan, as amended (the
"Plan"); and
WHEREAS, pursuant to the Amended and Restated Agreement and Plan of
Reorganization, dated as of November 29, 1995, by and between MAF Bancorp,
Inc. ("MAF") and the Holding Company under which the Holding Company merged
into MAF (the "Merger Agreement"), each option outstanding under the Plan
immediately prior to the Effective Time (as defined in the Merger Agreement)
became and represented an option to purchase such number of shares of common
stock, $0.01 par value, of MAF at such prices as determined pursuant to the
Merger Agreement and each limited right related thereto was cancelled and of
no further force and effect; and
WHEREAS, in the event of a change in the shares covered by the
outstanding options due to a merger, consolidation or other change in the
shares of the Holding Company's common stock ("Common Stock") (as defined in
the Merger Agreement), the Holding Company will make appropriate changes in
the number or kind of shares subject to options and the prices specified
therein as contemplated by section 14 of the Plan.
NOW, THEREFORE, MAF, as successor to the Holding Company, hereby amends
the Plan, effective as of the Effective Time of the Merger, by adding a new
Section 20 thereto to read:
20. Effect of Merger Involving MAF Bancorp, Inc..
Notwithstanding any other provision, contained herein, the
following provisions shall be applicable with respect to
each Option and Limited Right outstanding immediately prior
to the effective time of this Section 20:
(a) Number and Type of Shares. Each Option shall
cover the number of shares of common stock,
$0.01 par value, of MAF Bancorp, Inc. ("MAF
Common Stock") determined by multiplying the
number of shares of Common Stock covered by the
Option (to the extent not theretofore terminated
prior to the Effective Time) by the factor of
1.67239 (rounded down to the nearest whole share
of MAF Common Stock).
(b) Exercise Price. The exercise price per share of
MAF Common Stock covered by each such Option
shall be $4.7836.
11
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<PAGE>
(c) Limited Rights. Each Limited Right outstanding
immediately prior to the effective time of this
Section 20 shall be cancelled and of no further
force and effect.
(d) Other. Except as provided in this Section 20,
each Option outstanding as of the effective time
of this Section 20 shall be exercisable on the
same terms and subject to the same conditions as
were applicable to the Option immediately prior
to the effective time hereof. Upon the
effective time of this Section 20, the "Holding
Company" for purposes of this Plan shall mean
MAF, successor to N.S. Bancorp, Inc.
IN WITNESS WHEREOF, in accordance with the authorization and direction
of the Board of Directors of MAF Bancorp, Inc., this Amendment to the Plan has
been executed in the name and on behalf of MAF Bancorp, Inc., as successor to
N.S. Bancorp, Inc., by the undersigned duly authorized officer, effective as
set forth herein.
MAF BANCORP, INC.
/s/ Allen H. Koranda
Allen H. Koranda
Chairman of the Board and Chief
Executive Officer
12
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
MAF Bancorp, Inc.:
We consent to incorporation by reference and to the reference to our firm
under the heading "Experts" in the registration statement on Form S-8 of MAF
Bancorp, Inc. of our report dated August 21, 1995, relating to the
consolidated statements of financial condition of MAF Bancorp, Inc. and
subsidiaries as of June 30, 1995 and 1994, and the related statements of
income, changes in stockholders' equity and cash flows for each of the years
in the three-year period ended June 30, 1995, which report appears in the
June 30, 1995, annual report on Form 10-K of MAF Bancorp, Inc.
/s/ KPMG PEAT MARWICK LLP
Chicago, Illinois
June 17, 1996
13
