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OMB Number 3235-0145
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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 Avenue, 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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CUSIP No. 55261R108 SCHEDULE 13D 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
Allen H. 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
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
SHARES 421,994
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 39,901
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
421,994
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10 SHARED DISPOSITIVE POWER
20,825
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
461,895
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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);
4.39%
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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 RETURN
(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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Allen Koranda, 55th & Holmes, Clarendon Hills, IL 60514, is Chairman of the
Board and Chief Executive Officer of MAFB and its wholly-owned subsidiary, Mid
America Federal Savings Bank ("Mid America").
Allen Koranda has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors). Allen
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.
Allen Koranda is a citizen of the U.S.A.
Item 3. Source and Amount of Funds.
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Allen Koranda used a total of $5,077 to make the purchases of 200 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 purchases were made in the open market by the Plan, using
employee contributions of Allen Koranda and dividend reinvestment on shares
owned by Allen Koranda through the 401(k) feature of the Profit Sharing Plan.
Prior to the transactions being reported on herein in Item 5(c), Allen Koranda,
either personally, through his spouse, as trustee of certain trusts established
for the benefit of his children, or
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through various company benefit plans, made purchases or otherwise became the
beneficial owner of 461,695 shares of MAFB. Included in this total are 149,392
shares purchased by, or gifted to, Allen Koranda for consideration totalling
$788,205 (all of which was from the personal funds of Allen Koranda); 54,417
shares purchased by or gifted to Allen Koranda as trustee of various trusts
established for the benefit of his children, for consideration totalling
$222,650 (all of which was from the funds of the trusts); 16,410 shares
purchased by or distributed to Lee Koranda, the wife of Allen Koranda, for
consideration totalling $83,045 (all of which was from the personal funds of Lee
Koranda); 4,215 shares purchased by Allen Koranda through the Section 401(k)
feature of the Profit Sharing Plan for consideration totalling $49,082 (all of
which was from employee contributions and dividend reinvestments by Allen
Koranda in the Profit Sharing Plan); 12,292 shares purchased by Allen Koranda
through the profit sharing feature of the Profit Sharing Plan for consideration
totalling $61,888 (all of which was from funds allocated to the account of Allen
Koranda under the terms of the Profit Sharing Plan); 6,784 shares allocated to
Allen Koranda under the terms of the ESOP Plan; 40,267 shares allocated and
distributed to Allen Koranda under the terms of Mid America's Management
Recognition and Retention Plan and Trust, (the "MRP Plan") and 177,918 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, Allen Koranda's ownership has
decreased to 4.39%.
All of the securities of MAFB acquired by Allen Koranda for which he is
disclosing sole voting and dispositive power were acquired for investment
purposes. All of the securities acquired by Allen Koranda through the Profit
Sharing Plan and by Lee Koranda were acquired for investment purposes. To the
best of Allen Koranda's knowledge, the securities of MAFB acquired by the ESOP
Plan and MRP Plan, and allocated to Allen 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
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(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, Allen 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) Allen Koranda beneficially owns 461,895 shares of MAFB including 177,918
shares which may be acquired pursuant to presently exercisable employee stock
options. The total shares beneficially owned by Allen Koranda represent 4.39% of
the 10,517,091 outstanding shares of MAFB (which for this purpose are deemed to
include the 177,918 shares which Allen Koranda may acquire pursuant to employee
stock options). Excluding the 177,918 shares relating to stock options, Allen
Koranda's ownership represents 2.75% of the outstanding shares of MAFB.
(b) Allen Koranda possesses sole voting and investment authority over 421,994
shares of MAFB which includes 177,918 shares relating to unexercised stock
options, which when exercised, will give him such authority over the stock. This
total also includes 54,417 shares he beneficially owns as trustee of various
trusts established for the benefit of his children.
Allen Koranda possesses shared voting authority over 39,901 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 16,410 shares owned by his wife.
Allen Koranda possesses shared investment authority over 20,825 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:
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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.
David Kohlsaat, 55th & Holmes, Clarendon Hills, IL 60514. Mr.s 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 Allen 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.
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(c) During the sixty days prior hereto, Allen 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.
<TABLE>
<CAPTION>
Date Number of Shares Price per share
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<S> <C> <C>
05/31/96 64 24.625(1)
05/07/96 60 26.50(1)
04/12/96 13 25.75(1)
04/09/96 63 25.00(1)
(1) Represents purchases and dividend reinvestments made by Allen Koranda
through the Section 401(k) feature of the Profit Sharing Plan.
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
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Securities to the Issuer.
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Allen Koranda currently has employee stock options covering 177,918 shares which
are exercisable. In addition, Allen Koranda also has employee stock options
covering an additional 15,061 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
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/ Allen H. Koranda
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Date Allen H. Koranda
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