SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
WESTCO 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)
957504-10-3
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(CUSIP Number)
Jennifer R. Evans, Esq.
Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street
Chicago, IL 60601-1003
(312) 609-7500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 17, 1998
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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
[ ] (Page 1 of 17 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 957504-10-3 PAGE 2 OF 17 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAF Bancorp, Inc.
36-3664868
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2 CHECK THE APPROPRIATE 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* WC; BK
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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
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 617,685
BY EACH REPORTING -----------------------------------
PERSON WITH 8 SHARED VOTING POWER
-0-
-----------------------------------
9 SOLE DISPOSITIVE POWER
617,685
-----------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
-----------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
617,685
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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)
19.9%
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14 TYPE OF REPORTING PERSON*
CO, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 3 of 17 Pages
This statement is being filed with the Securities and Exchange
Commission (the "SEC") by MAF Bancorp, Inc. ("MAF Bancorp") in accordance with
the requirements of Rule 13d-1 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). On August 17, 1998, MAF
Bancorp, a Delaware corporation, and Westco Bancorp., Inc., a Delaware
corporation ("Westco Bancorp" or the "Issuer"), entered into an Agreement and
Plan of Reorganization (the "Merger Agreement"), pursuant to which it is
currently contemplated that MAF Bancorp is to acquire Westco Bancorp through the
merger of Westco Bancorp with and into MAF Bancorp (the "Merger"), subject to
receipt of regulatory and Westco Bancorp stockholder approval and satisfaction
of certain other conditions. In connection with the Merger Agreement, MAF
Bancorp entered into (i) an Option Agreement dated August 17, 1998 (the "Option
Agreement") with Westco Bancorp pursuant to which MAF Bancorp was granted an
option to purchase up to 19.9% of the issued and outstanding common stock of
Westco Bancorp, taking into account the option shares, which is exercisable
following the occurrence of certain events described therein and receipt of
requisite regulatory approvals, and (ii) affiliate agreements dated August 17,
1998 with certain directors and officers of Westco Bancorp who are stockholders
of Westco Bancorp and who agreed to vote for the Merger at the Westco Bancorp
stockholder meeting(the "Stockholder Voting Agreements"). This statement is
being filed because, as described in Item 5 hereof, MAF Bancorp may be deemed to
have acquired "beneficial ownership," as that term is defined in Rule 13d-3
promulgated by the SEC under the Exchange Act, of certain shares of the Issuer
as a result of MAF Bancorp's having entered into the Option Agreement.
The Option Agreement, the Stockholder Voting Agreements, and the Merger
Agreement are hereinafter sometimes referred to collectively as the
"Agreements." Any information herein relating to the Issuer, stockholders
thereof, or any other parties to the Option Agreement, the Stockholder Voting
Agreements or the Merger Agreement (other than MAF Bancorp or any subsidiaries
or affiliates of any of them) is based upon information set forth in such
agreements or upon publicly available information.
Item 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $.01 per
share, of Westco Bancorp (the "Common Stock"). Westco Bancorp is a Delaware
corporation and a savings and loan holding company under the Home Owner's Loan
Act, as amended. Westco Bancorp's principal subsidiary is First Federal Savings
and Loan Association of Westchester, a federal savings and loan association. The
address of the principal executive offices of Westco Bancorp is as follows:
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 4 of 17 Pages
Westco Bancorp, Inc.
2121 South Manheim Road
Westchester, Illinois 60154
Item 2. IDENTITY AND BACKGROUND.
1. MAF Bancorp is a Delaware corporation and a savings and loan holding
company under the Home Owner's Loan Act, as amended. Its principal business is
banking, real estate development and related financial services. The address of
MAF Bancorp's principal executive offices is as follows:
MAF Bancorp, Inc.
55th & Holmes Avenue
Clarendon Hills, Illinois 60514
2. MAF Bancorp has not, during the last five years, been convicted in a
criminal proceeding. MAF Bancorp has not during the last five years been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
3. Identity and Background of each Executive Officer and Director of
MAF Bancorp
DIRECTORS:
1. (a) Allen H. Koranda
(b) Business Address:
55th & Holmes Avenue
Clarendon Hills, Illinois 60514
(c) Principal Occupation:
Chairman of the Board and Chief Executive Officer
of MAF Bancorp and Mid America Bank, fsb
("Mid America Bank")
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
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SCHEDULE 13D
CUSIP No. 957504-10-3 Page 5 of 17 Pages
2. (a) Kenneth Koranda
(b) Business Address:
1823 Centre Point Circle
Naperville, Illinois 60566
(c) Principal Occupation:
President,
MAF Bancorp and
Mid America Bank
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
3. (a) Robert Bowles, M.D.
(b) Personal Address:
495 Fawn Hill Place
Sanford, Florida 32746
(c) Principal Occupation:
Associate Medical Director,
Orlando (Florida) Health Care Group
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
4. (a) Terry Ekl
(b) Business Address:
55th & Holmes Avenue
Clarendon Hills, Illinois 60514
(c) Principal Occupation:
Partner, Connolly, Ekl & Williams, P.C.
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 6 of 17 Pages
5. (a) Joe F. Hanauer
(b) Business Address:
361 Forest Avenue, Suite 200
Laguna Beach, California 92651-2145
(c) Principal Occupation:
Principal, Combined Investments, L.P.;
Former Chairman, and Current Director, Grubb & Ellis
Co.
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
6. (a) F. William Trescott
(b) Personal Address:
324 The Lane
Hinsdale, Illinois 60521
(c) Principal Occupation:
Assistant Superintendent, Retired,
Hinsdale Township (Illinois) High School District 86
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
7. (a) Lois B. Vasto
(b) Personal Address:
2143 University Drive
Naperville, Illinois 60565
(c) Principal Occupation:
Senior Vice President, Retired, of
MAF Bancorp, Inc. and
Mid America Bank
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 7 of 17 Pages
8. (a) Jerry A. Weberling
(b) Business Address:
55th & Holmes Avenue
Clarendon Hills, Illinois 60514
(c) Principal Occupation:
Executive Vice President and Chief Financial
Officer of MAF Bancorp and Mid America Bank
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
9. (a) Henry Smogolski
(b) Personal Address:
1865 N. Braymore Drive
Inverness-Barrington, Illinois 60010
(c) Principal Occupation:
Retired Former Chairman and Chief Executive Officer,
N.S. Bancorp, Inc.
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
10. (a) Andy J. Zych
(b) Personal Address:
820 Port Clinton Court-East
Buffalo Grove, Illinois 60089
(c) Principal Occupation:
Retired, Former Executive Vice President,
N.S. Bancorp, Inc.
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 8 of 17 Pages
EXECUTIVE OFFICERS:
1. (a) Allen H. Koranda
See Director listing above
2. (a) Kenneth Koranda
See Director listing above
3. (a) Jerry A. Weberling
See Director listing above
4. (a) Sharon Wheeler
(b) Business Address:
1823 Centre Point Circle
Naperville, Illinois 60566
(c) Principal Occupation:
Senior Vice President of MAF Bancorp and Mid America
Bank
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
5. (a) Thomas Miers
(b) Business Address:
55th & Holmes Avenue
Clarendon Hills, Illinois 60514
(c) Principal Occupation:
Senior Vice President of MAF Bancorp and Mid America
Bank
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 9 of 17 Pages
6. (a) Kenneth Rusdal
(b) Business Address:
55th & Holmes Avenue
Clarendon Hills, Illinois 60514
(c) Principal Occupation:
Senior Vice President of MAF Bancorp and Mid America
Bank
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
7. (a) Gerard J. Buccino
(b) Business Address:
55th & Holmes Avenue
Clarendon Hills, Illinois 60514
(c) Principal Occupation:
Senior Vice President and Controller of MAF Bancorp
and Mid America Bank
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
8. (a) Michael J. Janssen
(b) Business Address:
55th & Holmes Avenue
Clarendon Hills, Illinois 60514
(c) Principal Occupation:
Senior Vice President of MAF Bancorp and Mid America
Bank
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 10 of 17 Pages
9. (a) David W. Kohlsaat
(b) Business Address:
55th & Holmes Avenue
Clarendon Hills, Illinois 60514
(c) Principal Occupation:
Senior Vice President of MAF Bancorp and Mid America
Bank
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
10. (a) William Haider
(b) Business Address:
1823 Centre Point Circle
Naperville, Illinois 60566
(c) Principal Occupation:
Senior Vice President of MAF Bancorp and Mid America
Bank and President of MAF Developments, Inc.
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
11. (a) Carolyn Pihera
(b) Business Address:
55th & Holmes Avenue
Clarendon Hills, Illinois 60514
(c) Principal Occupation:
Vice President of Mid America Bank and Corporate
Secretary of MAF Bancorp and Mid America Bank
(d) See Page 10 below
(e) See Page 10 below
(f) Citizenship: United States of America
With respect to items (d) and (e) for each director and officer named
above, during the last five years none of the individuals has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors);
nor has any of the aforementioned individuals, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 11 of 17 Pages
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Any purchase of the Common Stock pursuant to the Option Agreement
covered by this Schedule would be made from MAF Bancorp's working capital and or
borrowed funds. The total amount of funds to be utilized for such purchase is
not anticipated to exceed $18,500,000.
Item 4. PURPOSE OF TRANSACTION.
On August 17, 1998, MAF Bancorp entered into the following agreements
in connection with the acquisition of Westco Bancorp:
1. The Option Agreement;
2. The Stockholder Voting Agreements with certain stockholders of
Westco Bancorp (as listed on Schedule I attached thereto);
3. The Merger Agreement, pursuant to which it is currently
contemplated that MAF Bancorp is to acquire Westco Bancorp in a stock-for-stock
merger with Westco Bancorp being merged with and into MAF Bancorp.
MAF Bancorp's purpose for entering into the Option Agreement and the
Stockholder Voting Agreements is to facilitate the acquisition of Westco Bancorp
pursuant to the Merger Agreement. Certain aspects of the Agreements are
summarized in this Schedule. The summaries contained herein are qualified by the
actual terms of the Agreements, each of which is included as an exhibit hereto,
and incorporated herein by reference.
All capitalized terms not otherwise defined herein shall have the
meanings defined in the respective Agreements as the context requires, unless
otherwise specified.
Upon the terms of and subject to the conditions set forth in the Option
Agreement, Westco Bancorp has granted to MAF Bancorp an option (the "Stock
Option") to purchase, after the occurrence of a Triggering Event (defined below)
and subject to receipt of all necessary regulatory approvals, an aggregate
amount of up to 19.9% of the outstanding Common Stock on a when-issued basis of
Westco Bancorp's authorized but unissued Common Stock at an exercise price of
$26.35 per share (subject to adjustment in certain circumstances) (the "Option
Price"). As of August 17, 1998, 617,685 shares of Westco Common Stock were
subject to the Stock Option based on the total number of shares then issued and
outstanding.
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 12 of 17 Pages
A Triggering Event includes the occurrence of any of the following
events:
(a) The Board of Directors of Westco Bancorp withdraws its support of
the Merger by resolution or by authorization of specific action inconsistent
with consummation of the Merger or fails to recommend approval of the Merger;
(b) Any person or group, other than MAF Bancorp, acquires beneficial
ownership of, or acquires the right or option to acquire beneficial ownership of
or to vote securities representing, ten percent (10%) or more of the then
outstanding Common Stock of Westco Bancorp, and thereafter, the Board of
Directors of Westco Bancorp (i) recommends such acquisition to its stockholders
for acceptance; (ii) fails to take such actions as MAF Bancorp reasonably
requests to oppose such acquisition; or (iii) fails to recommend to Westco
Bancorp's stockholders or withdraws its approval of the Merger Agreement;
(c) Westco Bancorp enters into any agreement with any person or group
(other than the Merger Agreement) providing for the merger, consolidation, or
similar transaction with Westco Bancorp or any of Westco Bancorp's subsidiaries,
or the sale of all or substantially all of the assets of Westco Bancorp; or
(d) Any person or group makes a bona fide proposal (a "Proposal") for
any merger, consolidation or acquisition of all or substantially all the assets
of Westco Bancorp or other business combination involving Westco Bancorp, and
thereafter, but before such Proposal has been publicly withdrawn (as defined in
the Option Agreement), Westco Bancorp willfully commits any material breach of
any covenant of the Merger Agreement and such breach (A) would entitle MAF
Bancorp to terminate the Merger Agreement without regard to the cure periods
provided for therein, (B) is not cured and (C) would materially interfere with
Westco Bancorp's ability to consummate the Merger or materially reduce the value
of the transaction to MAF Bancorp.
If either (i) a Triggering Event occurs during the term of the Option
Agreement and the transaction which is the subject of such Triggering Event is
consummated, or (ii) any person or group (other than MAF Bancorp or its
affiliates) acquires beneficial ownership of 50% or more of the Westco Common
Stock, then MAF Bancorp or its transferee may, in lieu of exercising the Stock
Option with respect to any Optioned Shares for which the Stock Option has not
yet been exercised elect to receive in lieu of exercise of the Stock Option to
purchase any of the Option Shares a sum of money equal to the "Spread" (as
hereinafter defined) multiplied by the total number of Option Shares for which
the Stock Option is exercisable. Such sum is payable in immediately available
funds within 10 business days of MAF's request therefor. Simultaneously with the
making of such payment, the Option shall, automatically and without
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 13 of 17 Pages
any further action of any party, be cancelled and shall be null, void and of no
further force or effect.
The term "Spread" means the excess, if any, over the Option Price of
the higher of (i) the highest closing price per share of Westco Common Stock as
reported on The Nasdaq Stock Market ("NASDAQ") within six months immediately
preceding the date that MAF Bancorp requests cash in lieu of shares, (ii) the
price per share of Westco Common Stock at which a tender offer or an exchange
offer therefor has been made, (iii) the price per share of Westco Common Stock
to be paid by any third party pursuant to an agreement with Westco Bancorp, or
(iv) in the event of a sale of all or a substantial portion of Westco Bancorp's
assets, the sum of the price paid in such sale for such assets and the current
market value of the remaining assets of Westco Bancorp determined by a
nationally recognized investment banking firm mutually selected by MAF Bancorp,
on the one hand, and Westco Bancorp, on the other, divided by the number of
shares of Westco Common Stock outstanding at the time of such sale. In
determining the cash-out amount, the value of any consideration payable to
Westco Bancorp or its stockholders other than cash shall be determined by a
nationally recognized investment banking firm mutually selected by MAF Bancorp,
on the one hand, and Westco Bancorp on the other.
The cash-out payment contemplated above shall be payable exclusively to
MAF Bancorp and the right to receive said payment may not be sold, assigned or
otherwise transferred and shall not inure to the benefit of any transferee of
the Stock Option or any other right under this Agreement except an assignee of
MAF Bancorp in accordance with the terms of the Option Agreement.
The Option Agreement shall terminate upon the first to occur of (i) the
consummation of the transactions contemplated by the Merger Agreement, (ii) 24
months after occurrence of a Triggering Event, (iii) valid termination of the
Merger Agreement by Westco Bancorp if by reason of a breach by MAF Bancorp,
(iii) termination of the Merger Agreement by mutual agreement of the parties,
(iv) termination by MAF Bancorp as a result of failure to obtain approval of
Applicable Governmental Authorities (as defined in the Merger Agreement); or (v)
twelve months after the termination of the Merger Agreement for any other
reason.
MAF Bancorp also entered into Stockholder Voting Agreements with
certain directors and officers of Westco Bancorp who are stockholders of Westco
Bancorp (each a "Stockholder") under which each Stockholder agrees to vote the
Common Stock which the Stockholder is entitled to vote (a) in favor of the
Merger and the transactions contemplated by the Merger Agreement; (b) against
any action or agreement which would result in a breach of any covenant,
representation or warranty or any other obligation of Westco Bancorp under the
Merger
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 14 of 17 Pages
Agreement; and (c) against any action or agreement which would impede or
interfere with the transactions contemplated by the Merger Agreement, including,
but not limited to: (i) any change in the management or Board of Directors of
Westco Bancorp, except as otherwise agreed to in writing by MAF Bancorp; (ii)
any change in the present capitalization or dividend policy of Westco Bancorp;
or (iii) any other material change in Westco Bancorp's corporate structure or
business.
Pursuant to the Merger Agreement, MAF Bancorp and Westco Bancorp have
agreed that MAF Bancorp will acquire Westco Bancorp through the merger of Westco
Bancorp with and into MAF Bancorp, subject to receipt of regulatory and Westco
Bancorp stockholder approvals and satisfaction of certain other conditions.
Under the terms and subject to the conditions set forth in the Merger Agreement,
each share of Common Stock of Westco Bancorp issued and outstanding immediately
prior to the effective time of the Merger will be converted into a right to
receive 1.395 shares of MAF Bancorp common stock; provided, however, if the MAF
Closing Stock Price (as defined below) on any business day during the 10
consecutive business days immediately preceding the fifth business day before
the Closing Date (the "Pricing Period") is less than $18.886, then on the second
business day after the end of the Pricing Period, Westco Bancorp shall have the
option to (i) terminate the Merger Agreement; (ii) renegotiate with MAF Bancorp
over the payment terms described in the Merger Agreement; or (iii) proceed with
the Merger pursuant to the terms of the Merger Agreement.
"MAF Closing Stock Price" on any day in the Pricing Period means the
dollar amount equal to the volume weighted average price of all transactions for
MAF Bancorp common stock on that date reported on NASDAQ.
If the transactions contemplated by the Merger Agreement are
consummated, (1) MAF Bancorp will, in effect, acquire all of the Common Stock of
the Issuer; (2) the Issuer will be merged with and into MAF Bancorp; (3) the
Common Stock of the Issuer would be eligible for termination of registration
pursuant to Section 12(g) of the Exchange Act and would cease to be quoted on
any inter-dealer quotation system; and (4) other similar actions might be taken
or changes may occur reflecting the transactions contemplated by the Agreements.
The Agreements will impede the acquisition of control of the Issuer by another
person.
Item 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) and (b) Pursuant to the Option Agreement, MAF Bancorp has the right
to acquire up to 19.9% (617,685 shares as of August 17, 1998) of the outstanding
Common Stock on a when issued basis of Westco Bancorp's authorized but unissued
Common Stock upon the occurrence of a Triggering Event (the "Optioned Shares").
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 15 of 17 Pages
MAF Bancorp currently does not have the right to vote or to direct the
vote, or to dispose or direct the disposition of, the shares of Common Stock
subject to the Option Agreement or the Stockholder Voting Agreements. MAF
Bancorp has the right, upon the occurrence of a Triggering Event and receipt of
all necessary regulatory approvals, to acquire the shares subject to the Stock
Option. If such shares were acquired by exercise of the Stock Option, MAF
Bancorp would have the sole power to vote and dispose of such shares.
Under the Stockholder Voting Agreements, stockholders of Westco Bancorp
who are also directors or officers of Westco Bancorp, have agreed with MAF
Bancorp that they will vote their Common Stock in favor of the Merger and, among
other things, against any action that may impede or interfere with the Merger,
including any change in the management or Board of Directors of Westco Bancorp.
(See Item 4.) The aggregate number of shares of Common Stock owned by the
stockholders of Westco Bancorp who are parties to Stockholder Voting Agreements
is approximately 536,920 shares, which constitutes approximately 21.6% of the
currently outstanding Common Stock of Westco Bancorp. See Exhibit B, Schedule I
for a listing of the directors and officers who have executed Stockholder Voting
Agreements.
MAF Bancorp disclaims beneficial ownership with respect to the shares
held by the Westco Bancorp stockholders who are parties to the Stockholder
Voting Agreements.
(c) To the best knowledge of MAF Bancorp as reported herein, there has
been no transaction in the Common Stock of the Issuer effected during the past
sixty (60) days by MAF Bancorp or any director or officer of MAF Bancorp
identified in Item 2.
(d) Prior to exercise of the Stock Option, MAF Bancorp does not have
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Optioned Shares described in Item 5(a).
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described in Item 4, MAF Bancorp, Westco Bancorp and the
Stockholders and certain other parties have entered into the Agreements, which
are filed as exhibits to this Schedule and are incorporated herein by reference.
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 16 of 17 Pages
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A: Option Agreement (incorporated herein by reference to
Exhibit 2.2 to MAF Bancorp's Current Report on Form
8-K dated August 17, 1998, and filed with the
Commission on August 20, 1998).
EXHIBIT B: Form of Stockholder Voting Agreement
EXHIBIT C: Merger Agreement (incorporated herein by reference
to Exhibit 2.1 to MAF Bancorp's Current Report on
Form 8-K dated August 17, 1998, and filed with the
Commission on August 20, 1998).
<PAGE>
SCHEDULE 13D
CUSIP No. 957504-10-3 Page 17 of 17 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement with
respect to it is true, complete and correct.
MAF Bancorp, Inc., a Delaware
corporation
By: /s/ ALLEN H. KORANDA
-----------------------------------
Allen H. Koranda
Chairman of the Board and Chief
Executive Officer
Date: August 27, 1998
<PAGE>
EXHIBIT B to
Schedule 13D
filed by MAF Bancorp
FORM OF STOCKHOLDER VOTING AGREEMENT
MAF Bancorp, Inc.
55th & Holmes Avenue
Clarendon Hills, Illinois 60514
Ladies and Gentlemen:
I have been advised that as of the date of this letter I may be deemed
to be an "affiliate" of Westco Bancorp, Inc., a Delaware corporation
("Bancorp"), as the term "affiliate" is (i) defined for purposes of paragraphs
(c) and (d) of Rule 145 of the rules and regulations ("Rules and Regulations")
of the Securities and Exchange Commission ("Commission") under the Securities
Act of 1933, as amended ("Act"), and/or (ii) used in and for purposes of
Accounting Series Releases 130 and 135, as amended, of the Commission. Pursuant
to the terms of the Agreement and Plan of Reorganization dated as of August 17,
1998 ("Agreement"), by and between MAF Bancorp, Inc., a Delaware corporation
("MAF"), and Bancorp pursuant to which Bancorp shall be merged with and into MAF
(the "Merger") and the stockholders of Bancorp shall receive shares of common
stock, par value $0.01 per share, of MAF ("MAF Common Stock") in exchange for
shares of common stock, par value $0.01 per share, of Bancorp ("Bancorp Common
Stock").
As a result of the Merger, I may receive shares of MAF Common Stock in
exchange for shares (or upon exercise of options to purchase shares or upon the
exercise by me of rights under certain option plans of Bancorp that become
exercisable upon the consummation of the Merger) owned by me of Bancorp Common
Stock ("MAF Securities").
I represent, warrant and covenant to MAF that in the event I receive
any shares of MAF Securities as a result of the Merger:
A. I shall not make any sale, transfer or other disposition of MAF
Securities in violation of the Act or the Rules and Regulations.
B. I have carefully read this letter and the Agreement and discussed
the requirements of such documents and other applicable limitations upon my
ability to sell, transfer or otherwise dispose of MAF Securities to the extent I
felt necessary, with my counsel or counsel for Bancorp.
C. I have been advised that the issuance of MAF Securities to me
pursuant to the Merger shall be registered with the Commission under the Act on
a Registration Statement
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on Form S-4. However, I have also been advised that, because (a) at the time the
Merger shall be submitted for a vote of the stockholders of Bancorp, I may be
deemed to be an affiliate of Bancorp and (b) the distribution by me of MAF
Securities has not been registered under the Act, I may not sell, transfer or
otherwise dispose of MAF Securities issued to me in the Merger unless (i) such
sale, transfer or other disposition is made in conformity with the volume and
other limitations of Rule 145 promulgated by the Commission under the Act, (ii)
such sale, transfer or other disposition has been registered under the Act or
(iii) in the opinion of counsel reasonably acceptable to MAF, such sale,
transfer or other disposition is otherwise exempt from registration under the
Act.
D. I understand that, except as provided in the Agreement, MAF is under
no obligation to register the sale, transfer or other disposition of MAF
Securities by me or on my behalf under the Act or to take any other action
necessary in order to make compliance with an exemption from such registration
available.
E. I also understand that stop transfer instructions will be given to
MAF's transfer agents with respect to MAF Securities issued to me and that there
will be placed on the certificates for MAF Securities issued to me, or any
substitutions therefor, a legend stating in substance:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED
IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE
SECURITIES ACT OF 1933 APPLIES. THE SHARES REPRESENTED
BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH
THE TERMS OF AN AGREEMENT DATED AUGUST 17, 1998 BETWEEN
THE REGISTERED HOLDER HEREOF AND MAF BANCORP, INC., A COPY
OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF
MAF BANCORP, INC."
F. I also understand that, unless the sale or transfer by me of MAF
Securities has been registered under the Act or is a sale made in conformity
with the provisions of Rule 145, MAF reserves the right to put the following
legend on the certificates issued to my transferee:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED IN
A TRANSACTION THAT WAS NOT REGISTERED UNDER THE SECURITIES ACT
OF 1933 AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH
SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER
THE SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE BEEN
ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN
CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING
OF THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EXEMPTION
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FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933."
G. I further represent to, and covenant with, MAF that to the extent
the consummation of the Merger results in a "change in control" pursuant to any
option plan of Bancorp and, as a result thereof, I exercise any right to require
MAF to repurchase my outstanding options thereunder, I will elect to receive MAF
Securities as consideration for such repurchase, notwithstanding any ability I
may have under such option plan to receive cash consideration from MAF (whether
as the result of MAF's sale, on my behalf, of MAF Securities issued to me or
otherwise).
H. I further represent to, and covenant with, MAF that I will not sell,
transfer or otherwise dispose of, or execute any cashless exercise of stock
options or warrants for, (i) any Bancorp Common Stock during the 30 days
immediately preceding the effective date of the Merger or (ii) any MAF
Securities received by me in the Merger or enter into any arrangement to reduce
my risk relating to Bancorp Common Stock or such MAF Securities until after such
time as financial results covering at least 30 days of combined operations of
Bancorp and MAF have been published by MAF, in the form of a quarterly earnings
report, an effective registration statement filed with the Commission, a report
to the Commission on Form 10-K, 10-Q or 8-K, or any other public filing or
announcement which includes such combined results of operations. MAF shall
notify the "affiliates" of the publication of such results.
I. I hereby agree that at any meeting of the stockholders of Bancorp
however called, and in any action by written consent to the stockholders of
Bancorp, I (solely in my capacity as a stockholder) shall vote the Bancorp
Common Stock which I am entitled to vote (a) in favor of the Merger and the
transactions contemplated by the Merger Agreement; (b) against any action or
agreement which would result in a breach of any covenant, representation or
warranty or any other obligation of Bancorp under the Merger Agreement; and (c)
against any action or agreement which would impede or interfere with the
transactions contemplated by the Merger Agreement, including, but not limited
to: (i) any change in the management or Board of Directors of Bancorp, except as
otherwise agreed to in writing by MAF; (ii) any change in the present
capitalization or dividend policy of Bancorp; or (iii) any other material change
in Bancorp's corporate structure or business.
J. I agree not to vote or execute any written consent to rescind or
amend in any manner any prior vote or written consent to approve or adopt the
Merger Agreement and the transactions contemplated thereby.
K. I agree to use my best efforts to cause the Merger and the other
transactions contemplated by the Merger Agreement to be consummated.
L. Prior to the Effective Time (as defined in the Merger Agreement), I
will not sell, assign, transfer or otherwise dispose of (including, without
limitation, by the creation of a Lien (as defined below)), or permit to be sold,
assigned, transferred or otherwise disposed
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<PAGE>
of, any shares of Bancorp Common Stock owned of record or beneficially by me,
whether such shares of Bancorp Common Stock are owned of record or beneficially
by me on the date of the Merger Agreement or are subsequently acquired, whether
pursuant to the exercise of stock options or otherwise, except (i) for transfers
by will or by operation of law (in which case this letter agreement shall bind
the transferee); (ii) for sales, assignments, transfers or other dispositions
necessitated by hardship with the prior written consent of MAF; or (iii) as MAF
may otherwise agree in writing.
M. I represent that (i) I have the complete and unrestricted power and
the unqualified right to enter into and perform the terms of this letter
agreement; (ii) this letter agreement constitutes a valid and binding agreement
with respect to me, enforceable against me in accordance with its terms; and
(iii) I own the shares of Bancorp Common Stock free and clear of any liens,
claims, charges or other encumbrances and restrictions of any kind whatsoever
("Liens") except as noted below, and have sole and unrestricted voting power
with respect in such shares of Bancorp Common Stock:
-----------------------------
-----------------------------
-----------------------------
Execution of this letter should not be considered an admission on my
part that I am an "affiliate" of Bancorp as described in the first paragraph of
this letter, or as a waiver of any rights I may have to object to any claim that
I am such an affiliate on or after the date of this letter.
Very truly yours,
-----------------------------------
Name:
Accepted and Agreed to Number of Shares of
this _____ day of Westco Common Stock ____________
__________________, 1998, by
MAF Bancorp, Inc.
By: ____________________________
Name:
Title:
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SCHEDULE I
This Schedule lists the officers and directors of Westco Bancorp, Inc.
who executed the Stockholder Voting Agreement attached hereto and the number of
shares of Westco Bancorp, Inc. owned by each officer and director.
NUMBER OF SHARES OF WESTCO BANCORP'S
NAME OF OFFICER OR DIRECTOR COMMON STOCK
- --------------------------- ------------
David C. Burba 122,483
Rosalyn M. Lesak 25,636
James E. Dick 12,771
Edward A. Matuga 68,001
Thomas J. Nowicki 5,601
Robert E. Vorel, Jr. 37,601
Richard A. Brechlin 44,955
Gregg P. Goossens 130,295
Kenneth J. Kaczmarek 27,262
Roberta B. Sramek 23,786
Mary S. Suffi 38,529
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TOTAL 536,920
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