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: May 30, 1996
(Date of earliest event reported)
_________________
MAF BANCORP, INC.
(Exact name of Registrant as specified in
its governing instruments)
Delaware
(State or other jurisdiction of organization)
0-18121 36-3664868
(Commission File Number) (I.R.S. Employer Identification No.)
55th Street & Holmes Avenue
Clarendon Hills, Illinois
(Address of principal executive office)
60514
(Zip Code)
708/325-7300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On May 30, 1996, MAF Bancorp, Inc. (the "Registrant")
completed its merger with N.S. Bancorp, Inc. pursuant to a
definitive merger agreement dated as of November 29, 1995. As a
result of the merger, N.S. Bancorp has been merged into
Registrant and Northwestern Savings Bank, a wholly owned
subsidiary of N.S. Bancorp, has been merged into Mid America
Federal Savings Bank, a wholly owned subsidiary of MAF Bancorp.
The transaction is being accounted for using the purchase method
of accounting.
Based on the average of the closing bid and asked prices of
Registrant's common stock as reported on the NASDAQ National
Market System on May 29, 1996, the aggregate merger consideration
paid by Registrant was $269.7 million, including the value paid
for N.S. Bancorp stock options. The merger consideration paid to
shareholders of N.S. Bancorp was comprised of shares of Registrant's
common stock and cash. Each issued and outstanding share of
N.S. Bancorp common stock will be exchanged for 0.8529
shares of Registrant's common stock plus cash in the amount of
$20.1799 per share, in accordance with the terms of the merger
agreement.
<PAGE>
Item 7. Financial Statements and Exhibits.
a. Financial Statements of N.S. Bancorp, Inc.
The following financial statements of N.S. Bancorp are
incorporated herein by reference to the Annual Report on Form 10-K
filed by N.S. Bancorp with the Securities and Exchange
Commission (File No. 0-18882) for the year ended December 31,
1995, which report was also incorporated by reference in
Registrant's Form S-4 Registration Statement, as amended
(No. 333-02330), filed with the Securities and Exchange
Commission on April 25, 1996:
Independent Auditors' Report of Ernst & Young LLP
Consolidated Statements of Financial Condition as of
December 31, 1995 and 1994
Consolidated Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
The following financial information of N.S. Bancorp, Inc. is
incorporated herein by reference to the Quarterly Report on
Form 10-Q filed by N.S. Bancorp with the Securities and Exchange
Commission (File No. 0-18882) for the three months ended
March 31, 1996:
Consolidated Statement of Financial Condition as of
March 31, 1996 (unaudited)
Consolidated Statements of Operations for the Three Months
Ended March 31, 1996 and 1995 (unaudited)
Consolidated Statements of Retained Earnings for the Three
Months Ended March 31, 1996 and 1995 (unaudited)
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1996 and 1995 (unaudited)
Notes to Consolidated Financial Statements (unaudited)
<PAGE>
b. Pro Forma Financial Information.
The pro forma financial information required by this item
was not available at the time of filing this Current Report
on Form 8-K. Pro forma information will be filed under
cover of an amendment on Form 8-K/A as soon as practicable,
but not later than 60 days after the required filing date of
this Current Report on Form 8-K.
c. Exhibits.
23. Consent of Ernst & Young LLP
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SIGNATURES
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, thereunto duly authorized.
MAF Bancorp, Inc.
By: /s/ JERRY A. WEBERLING
Jerry A. Weberling,
Chief Financial Officer
Dated: June 11, 1996
<PAGE>
EXHIBIT INDEX
Exhibit 23 Consent of Ernst & Young LLP
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in this Form 8-K of
MAF Bancorp, Inc. of our report dated January 18, 1996, with
respect to the consolidated financial statements of N.S. Bancorp,
Inc. included in the 1995 Annual Report to Shareholders of N.S.
Bancorp, Inc.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
June 11, 1996
