<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
[_] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
or
[x] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from July 1, 1996 to December 31, 1996
Commission file number: 0-18121
MAF BANCORP, INC.
(Exact Name of Issuer as Specified in its Charter)
Delaware 33-3664868
(State of Incorporation) (IRS Employer Identification No.)
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
(Full title of the plan )
MAF BANCORP, INC.
55th & Holmes
Clarendon Hills, IL 60514
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive officer)
Allen H. Koranda
Chairman of the Board and
Chief Executive Officer
MAF Bancorp, Inc.
55th Street & Holmes Avenue
Clarendon Hills, Illinois 60514
(630) 325-7300
(Name, Address and Telephone Number of Agent for Service)
================================================================================
<PAGE>
REQUIRED INFORMATION
Item 4. The Mid America Federal Savings Bank Employees' Profit Sharing
Plan, which is subject to ERISA, files plan financial statements and schedules
prepared in accordance with the financial reporting requirements of ERISA.
Financial Statements. Listed below are all financial statements and
schedules filed as a part of the annual report:
(a) Audited Statements of Net Assets Available for Plan Benefits as of
December 31, 1996 and June 30, 1996, and the related Statements of
Changes in Net Assets Available for Plan Benefits for the six months
ended December 31, 1996, and the years ended June 30, 1996 and 1995.
(b) Audited Statements of Net Assets Available for Plan Benefits as of
December 31, 1996 and June 30, 1996, and the related Statements of
Changes in Net Assets Available for Plan Benefits for the six months
ended December 31, 1996, and the years ended June 30, 1996 and 1995
are hereby incorporated by reference to the Registration Statement on
Form S-8 filed by the Mid America Federal Savings Bank Employees'
Profit Sharing Plan (Registration No. 33-40932) with the Securities
Exchange Commission on May 30, 1991.
Exhibits
No. 23 - Auditors' consent
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Annual Report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June 27, 1997 Mid America Federal Savings Bank
Employees' Profit Sharing Plan
By: /s/ Michael J. Janssen
---------------------------
Trustee
3
<PAGE>
FINANCIAL STATEMENTS AND SCHEDULES
4
<PAGE>
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
INDEX
-----
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 6
Statements of Net Assets Available for Plan
Benefits at December 31, 1996 and June 30, 1996 7
Statements of Changes in Net Assets Available for Plan Benefits
for the six months ended December 31, 1996 and the years ended
June 30, 1996 and 1995 8
Notes to Financial Statements 9
Schedule 1 - Schedule of Assets Held for Investment
Purposes at December 31, 1996 16
Schedule 2 - Schedule of Reportable (5%) Transactions for the
six months ended December 31, 1996 17
</TABLE>
5
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Trustees
Mid America Federal Savings Bank
Employees' Profit Sharing Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Mid America Federal Savings Bank Employees' Profit Sharing Plan
as of December 31, 1996 and June 30, 1996, and the related statements of changes
in net assets available for plan benefits for the six months ended December 31,
1996 and each of the years in the two-year period ended June 30, 1996. These
financial statements are the responsibility of the Plan's trustees. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan's trustees as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Mid
America Federal Savings Bank Employees' Profit Sharing Plan as of December 31,
1996 and June 30, 1996 and the changes in net assets available for plan benefits
for the six months ended December 31, 1996 and each of the years in the two-year
period ended June 30, 1996 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information presented
in the Schedules is presented for purposes of additional analysis and is not a
part of the basic financial statements but is supplemental information required
by the Department of Labor's Rules and Regulations for reporting and disclosure
under the Employee Retirement Income Securities Act of 1974. The fund
information in the statement of allocation of net assets available for plan
benefits and the statement of allocation of changes in net assets available for
plan benefits is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG Peat Marwick LLP
June 13, 1997
6
<PAGE>
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
December 31, June 30,
Assets: 1996 1996
------------- ----------
<S> <C> <C>
Investments, at fair value:
Money market deposit accounts $ 559,882 34,354
Certificates of deposit 2,985,617 1,765,682
Mutual funds 2,457,139 1,678,678
Other common stock 767,606 839,001
MAF Bancorp, Inc. common stock 8,110,976 5,375,317
----------- ----------
14,881,220 9,693,032
Employer's contribution receivable 65,770 360,000
Cash and other assets 75,960 44,913
----------- ----------
15,022,950 10,097,945
----------- ----------
Liabilities - accounts payable - 3,000
----------- ----------
Net assets available for plan benefits $15,022,950 10,094,945
=========== ==========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Six Months Ended Year Ended June 30,
December 31, ----------------------
1996 1996 1995
------------- ---------- ----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Interest income $ 106,438 122,337 138,569
Dividend income 200,899 192,562 115,637
Other income 3,986 1,658 4,823
----------- ---------- ---------
311,323 316,557 259,029
Gain (loss) on sale of investments:
Mutual funds 2,882 7,539 4,521
Other common stock 106,965 18,492 -
MAF Bancorp, Inc. common stock 37,287 11,945 (1,065)
----------- ---------- ---------
147,134 37,976 3,456
Unrealized appreciation in fair value
of investments:
Mutual funds 53,351 133,736 150,154
Other common stock 66,196 65,550 -
MAF Bancorp, Inc. common stock 2,392,457 699,340 100,326
----------- ---------- ---------
2,512,004 898,626 250,480
Contributions:
Employer 65,770 360,000 450,000
Employee 421,580 603,454 571,002
----------- ---------- ---------
487,350 963,454 1,021,002
Transfer of assets from merged plan 2,349,219 - -
----------- ---------- ---------
Total additions to net assets 5,807,030 2,216,613 1,533,967
Deduction from net assets attributed to
benefits paid to participants 879,025 377,739 473,119
----------- ---------- ---------
Increase in net assets available for
plan benefits 4,928,005 1,838,874 1,060,848
Net assets available for plan benefits:
Beginning of year 10,094,945 8,256,071 7,195,223
----------- ---------- ---------
End of year $15,022,950 10,094,945 8,256,071
=========== ========== =========
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 1996, June 30, 1996 and 1995
(1) Description of Plan
The following description of the Mid America Federal Savings Bank
Employees' Profit Sharing Plan ("Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General
The Plan is a defined contribution plan with a 401(k) salary deferral
option. All employees of Mid America Federal Savings Bank (the "Company")
are eligible to participate in the salary deferral portion of the Plan.
Employees who have completed one year of service and are age twenty-one or
older are eligible to receive employer matching and discretionary
contributions under the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan's year
end was changed to December 31, 1996, in conjuction with the Company
changing its year end to that date.
Merger
On May 30, 1996, N.S. Bancorp, Inc. was merged with and into MAF Bancorp,
Inc., who is the parent of the Company. Concurrently, Northwestern Savings
Bank ("Northwestern") was merged into the Company and became the plan
sponsor for the Northwestern 401(k) plan. The Northwestern 401(k) plan was
merged into the Plan effective September 25, 1996. All former Northwestern
participants who were employees on September 25, 1996 became active
participants as of such date. A year of service includes any period or
periods previously credited to employees under the Northwestern 401(k)
plan. All participant's balances from the merged plan are 100% vested.
Contributions
Each year the Plan participants may contribute up to 10% of their annual
compensation as a voluntary after-tax contribution. 401(k) plan
participants are allowed to defer up to 15% of their pre-tax income as
401(k) contributions. Each year the Company will make matching
contributions equal to 35% of the first 4% of salary deferral up to $30,000
annual salary and for salary over $30,000 the match is 25% of the first 2%
deferred for 401(k) plan participants who have met the service
requirements.
Participant Accounts
Each participant's contribution account is credited with the participant's
contribution and an allocation of earnings. Each participant's Company
contribution account is also credited with an allocation of the Company's
contribution and forfeitures of terminated participants' nonvested
accounts, subject to federal rules governing employer contributions to
qualified plans. Allocation of the Company's contribution and forfeitures
of terminated participants' accounts are based on the ratio that each
participants's eligible compensation for the Plan year bears to the total
eligible compensation of all participants for the Plan year. The benefit to
which a participant is entitled is the benefit that can be provided from
the participant's accounts.
9
<PAGE>
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
Notes to Financial Statements - Continued
December 31, 1996, June 30, 1996 and 1995
Vesting
Participants are immediately vested in their pre-tax contributions and
their voluntary after-tax contributions plus actual earnings thereon.
Vesting in the remainder of their accounts is based on years of service. A
participant is 100% vested after 7 years of credited service as follows:
Less than 3 years - 0%; 3 years - 20%; 4 years - 40%; 5 years - 60%; 6
years- 80%; 7 years or more - 100%.
Payment of Benefits
On termination of service a participant may elect to leave the funds in the
plan until age 70 1/2 or receive either a lump-sum amount equal to the
value of their vested account, or annual installments over a period not to
exceed ten years.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires mamagement to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Valuation of Investments
Investments in mutual funds and common stock are stated at fair value as
determined by reference to quoted market prices. The money market deposit
and certificate of deposit accounts are stated at face value plus accrued
interest which has not been transferred from the accounts. Purchases and
sales of investments are recorded on a trade-date basis. Realized gains on
sales are computed using the specific identification method.
The change in the difference between fair value and the cost of investments
for each year is reflected in the statement of changes in net assets
available for plan benefits as unrealized appreciation or depreciation in
fair value of investments.
(3) Income Taxes
The Internal Revenue Service ("IRS") has determined, in a letter dated
March 28, 1996, that the Plan is a qualified plan under Section 401(a) of
the Internal Revenue Code and the Trust, forming a part of the Plan, is
exempt from Federal income taxes under Section 501(a) of the Internal
Revenue Code.
10
<PAGE>
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
Notes to Financial Statements - Continued
December 31, 1996, June 30, 1996 and 1995
(4) Administrative Expenses
The Company absorbs all administrative expenses of the Plan.
(5) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
(6) Transactions With Parties in Interest
The following table summarizes the account balances and results of
transactions of the Plan with the Company.
<TABLE>
<CAPTION>
At or for the
-------------------------------------
Six Months Ended Year Ended June 30,
December 31, ---------------------
1996 1996 1995
----------- -------- ---------
<S> <C> <C> <C>
Money market deposit account $ 303,343 30,694 152,580
Certificates of deposit 2,985,617 1,765,682 1,801,187
MAF Bancorp, Inc. common stock 8,110,976 5,375,317 4,472,399
Interest income from deposits 106,438 122,337 138,569
Dividend income from MAF
Bancorp, Inc. stock 42,974 76,157 57,498
Contributions to the Plan 65,770 360,000 450,000
========== ========= =========
</TABLE>
(7) Investments
As of December 31, 1996 and June 30, 1996, the Plan held the following
investments which comprised 5% or more of the Plan's net assets, at fair
value:
<TABLE>
<CAPTION>
December 31, June 30,
1996 1996
----------- ---------
<S> <C> <C>
Variable rate CD $2,150,266 954,930
MAF Bancorp, Inc. common stock 8,110,976 5,375,317
American Mutual Fund -
Washington Fund 859,391 627,354
========== =========
</TABLE>
(8) Allocation of Assets Available for Benefits
The Plan provides that each participant may make contributions to, and
investments in, either the MAF Bancorp, Inc. Stock Fund or the other
investment options at the option of each participant. The Statements of
Allocation of Net Assets Available for Plan Benefits and Statements of
Allocation of Changes in Net Assets Available for Plan Benefits for each
fund at and for the six months ended December 31, 1996 are summarized on
the following pages:
11
<PAGE>
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
Allocation of Net Assets Available for Plan Benefits
December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------------------
American Mutual Funds Kemper Mutual Funds
------------------------------------------------------------------ ----------------------------------
Washington Growth Fund Income Fund New Cash Mgmt Bond Governmental Growth Total Return
Fund of America of America Perspec. Trust Fund Fund Fund Fund
---------- ----------- ----------- -------- --------- ----- ------------ ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments,
at fair value $859,391 669,994 219,427 572,120 2,192 3,223 42,329 49,546 38,917
Employer's contribution
receivable - - - - - - - - -
Other assets - - - - - - - - -
-------- ------- ------- ------- ----- ----- ------ ------ ------
Total assets 859,391 669,994 219,427 572,120 2,192 3,223 42,329 49,546 38,917
-------- ------- ------- ------- ----- ----- ------ ------ ------
Liabilities:
Accounts payable - - - - - - - - -
-------- ------- ------- ------- ----- ----- ------ ------ ------
Net assets
available for
plan benefits $859,391 669,994 219,427 572,120 2,192 3,223 42,329 49,546 38,917
======== ======= ======= ======= ===== ===== ====== ====== ======
(Continued)
</TABLE>
12
<PAGE>
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
Allocation of Net Assets Available for Plan Benefits
December 31, 1996
<TABLE>
<CAPTION>
Participant Directed Other
----------------------- ------------------------------------------------------------------
R. Baird
Variable MAF Money 2-1/2 Other
Money Market Rate Bancorp Market Year 5 Year 10 Year Common
Account CD Stock Account CD CD CD Stock Unallocated Total
------------ --------- --------- ------- ------ ------- ------- ------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair
value $303,343 2,150,266 8,110,976 256,539 61,529 425,295 348,527 767,606 - 14,881,220
Employer's contribution
receivable - - - - - - - - 65,770 65,770
Other assets - - - - - - - - 75,960 75,960
-------- --------- --------- ------- ------ ------- ------- ------- ------- ----------
Total assets 303,343 2,150,266 8,110,976 256,539 61,529 425,295 348,527 767,606 141,730 15,022,950
-------- --------- --------- ------- ------ ------- ------- ------- ------- ----------
Liabilities:
Accounts payable - - - - - - - - - -
-------- --------- --------- ------- ------ ------- ------- ------- ------- ----------
Net assets
available for
plan benefits $303,343 2,150,266 8,110,976 256,539 61,529 425,295 348,527 767,606 141,730 15,022,950
======== ========= ========= ======= ====== ======= ======= ======= ======= ==========
</TABLE>
13
<PAGE>
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
Allocation of Changes in Net Assets Available for Plan Benefits
For the Six Months Ended December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------------------
American Mutual Funds Kemper Mutual Funds
----------------------------------------------------------- ------------------------------
Growth Income
Fund Fund Cash Total Money
Washington of of New Mgmt Bond Governmental Growth Return Market
Fund America America Perspec. Trust Fund Fund Fund Fund Account
---------- ------- ------- ------- ---- ----- ------------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Interest income $ - - - - - - - - - 5,944
Dividend income 49,674 36,404 16,235 26,627 383 118 1,526 12,375 6,260 23,505
Other income - - - - - - - - - 1,659
-------- ------- ------- ------- ------- ----- ------ ------ ----- -------
49,674 36,404 16,235 26,627 383 118 1,526 12,375 6,260 31,108
Gain (loss) on sale of 2,753 683 310 44 - (3) - 10 (915) -
investments
Unrealized appreciation
(depreciation) in fair
value of investments 33,868 12,385 3,384 14,714 - 63 236 (9,454) (1,845) -
Contributions:
Employer - - - - - - - - - -
Employee 72,703 63,547 14,430 82,391 1,153 116 - - - (478)
-------- ------- ------- ------- ------- ----- ------ ------ ----- -------
72,703 63,547 14,430 82,391 1,153 116 - - - (478)
Transfer of assets from - - - - - - - - - -
merged plan -------- ------- ------- ------- ------- ----- ------ ------ ------ -------
Total additions to 158,998 113,019 34,359 123,776 1,536 294 1,762 2,931 3,500 30,630
net assets
Deduction from assets
attributed to benefits
paid to participants 42,050 31,578 4,045 5,535 17,383 - - 216 - 117,981
Transfers to (from) funds 115,089 188,359 134 156,271 (1,000) 134 - - (19,894) 360,000
-------- ------- ------- ------- ------- ----- ------ ------ ------ -------
Increase (decrease) in
net assets available
for plan benefits 232,037 269,800 30,448 274,512 (16,847) 428 1,762 2,715 (16,394) 272,649
Net assets available for
plan benefits:
Beginning of year 627,354 400,194 188,979 297,608 19,039 2,795 40,567 46,831 55,311 30,694
-------- ------- ------- ------- ------- ----- ------ ------ ------ -------
End of year $859,391 669,994 219,427 572,120 2,192 3,223 42,329 49,546 38,917 303,343
======== ======= ======= ======= ======= ===== ====== ====== ====== =======
(Continued)
</TABLE>
14
<PAGE>
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
Allocation of Changes in Net Assets Available for Plan Benefits
For the Six Months Ended December 31, 1996
<TABLE>
<CAPTION>
Participant
Directed Other
------------- ----------------------------------------------------------------------
MAF R. Baird Other
Variable Rate Bancorp Money Market 2-1/2 Year 5 Year 10 Year Common
CD Stock Account CD CD CD Stock
------------- --------- ------------ ---------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest income $ 75,895 - - 1,796 12,311 10,492 -
Dividend income - 9,200 8,323 - - - -
Other income - - - - - - -
---------- --------- ------- ------ ------- ------- --------
75,895 9,200 8,323 1,796 12,311 10,492 -
Gain (loss) on sale of investments - 37,287 - - - - 106,965
Unrealized appreciation (depreciation)
in fair value of investments - 2,392,457 - - - - 66,196
Contributions:
Employer - - - - - - -
Employee 91,004 102,057 - - - - -
---------- --------- ------- ------ ------- ------- --------
91,004 102,057 - - - - -
Transfer of assets from merged plan - - - - - - -
---------- --------- ------- ------ ------- ------- --------
Total additions to net assets 166,899 2,541,001 8,323 1,796 12,311 10,492 173,161
Deduction from assets attributed
to benefits paid to participants 238,869 221,129 - - - - -
Transfers to (from) funds 1,267,306 415,787 244,556 - - - (244,556)
---------- --------- ------- ------ ------- ------- --------
Increase (decrease) in net assets
available for plan benefits 1,195,336 2,735,659 252,879 1,796 12,311 10,492 (71,395)
Net assets available for plan benefits:
Beginning of year 954,930 5,375,317 3,660 59,733 412,984 338,035 839,001
---------- --------- ------- ------ ------- ------- --------
End of year $2,150,266 8,110,976 256,539 61,529 425,295 348,527 767,606
========== ========= ======= ====== ======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
Other
----------------------
Merged
Unallocated Assets Total
----------- ------- ----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Interest income - - 106,438
Dividend income 10,269 - 200,899
Other income 2,327 - 3,986
-------- --------- ----------
12,596 - 311,323
Gain (loss) on sale of investments - - 147,134
Unrealized appreciation (depreciation)
in fair value of investments - - 2,512,004
Contributions:
Employer 65,770 - 65,770
Employee (5,343) - 421,580
-------- --------- ----------
60,427 - 487,350
Transfer of assets from merged plan - 2,349,219 2,349,219
-------- --------- ----------
Total additions to net assets 73,023 2,349,219 5,807,030
Deduction from assets attributed
to benefits paid to participants - 200,239 879,025
Transfers to (from) funds (333,206) (2,148,980) -
------- --------- ---------
Increase (decrease) in net assets
available for plan benefits (260,183) - 4,928,005
Net assets available for plan benefits:
Beginning of year 401,913 - 10,094,945
-------- --------- ----------
End of year 141,730 - 15,022,950
======== ========= ==========
</TABLE>
15
<PAGE>
Schedule 1
----------
MID AMERICA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
Maturity Interest Current
Identity of Issue Date Rate Cost Value
- ---------------------------------------- -------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Money market deposit accounts:
Mid America Federal Savings Bank* N/A 3.50% $ 303,343 303,343
R. Baird Money Market Account N/A 4.58 256,539 256,539
---------- ---------
$ 559,882 559,882
========== =========
Certificates of deposits:
Mid America Federal Savings Bank* 12/31/01 6.75 $2,150,266 2,150,266
Mid America Federal Savings Bank* 1/24/98 5.92 61,529 61,529
Mid America Federal Savings Bank* 12/02/00 5.87 425,295 425,295
Mid America Federal Savings Bank* 12/02/05 6.11 348,527 348,527
---------- ---------
$2,985,617 2,985,617
========== =========
Mutual funds:
Kemper:
U.S. Government fund N/A N/A $ 44,686 42,329
Growth fund N/A N/A 25,387 49,546
Total return fund N/A N/A 11,379 38,917
American:
Washington fund N/A N/A 662,615 859,391
Growth Fund of America N/A N/A 577,971 669,994
Income Fund of America N/A N/A 194,281 219,427
New Perspective Fund N/A N/A 529,597 572,120
Cash Management Trust N/A N/A 2,192 2,192
Bond fund N/A N/A 3,106 3,223
---------- ---------
$2,051,214 2,457,139
========== =========
Other common stock N/A N/A $ 635,860 767,606
========== =========
Common stock - MAF Bancorp, Inc.*
236,817 shares N/A N/A $1,863,557 8,110,976
========== =========
- ---------------------------
</TABLE>
N/A - Not applicable
* Asterisk denotes an investment in an entity which is a "party-in-interest" as
defined by ERISA.
See accompanying independent auditors' report.
16
<PAGE>
Schedule 2
----------
MID AMERCIA FEDERAL SAVINGS BANK
EMPLOYEES' PROFIT SHARING PLAN
Item 27d - Schedule of Reportable (5%) Transactions
For the Six Months Ended December 31, 1996
<TABLE>
<CAPTION>
Market Value
Interest Purchase Maturity at date of
Description Rate Price Value Cost Transaction Gain
- ------------------------------------ --------- -------- -------- ---------- ------------ ----
<S> <C> <C> <C> <C> <C> <C>
Mid America Federal Savings Bank -
Certificate of Deposit 6.75% N/A N/A $1,224,034 1,224,034 N/A
</TABLE>
See accompanying independent auditors' report.
17
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
MAF Bancorp, Inc.:
We consent to incorporation by reference in the registration statement No. 33-
40932 on Form S-8 of MAF Bancorp, Inc. of our report dated February 5, 1997,
relating to the statements of net assets available for plan benefits of Mid
America Federal Savings Bank Employees' Profit Sharing Plan as of December 31,
1996 and June 30, 1996, and the related statements of changes in net assets
available for plan benefits for the six months ended December 31, 1996, and each
of the years in the two-year period ended June 30, 1996, which report appears in
the December 31, 1996 annual report on Form 11-K of MAF Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
June 25, 1997
19
