As filed with the Securities and Exchange Commission on January 15, 1999
Registration No. 333-66693
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
ON
FORM S-8*
TO
FORM S-4
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
(630) 325-7300
(Address, including zip code and telephone number
of registrant's principal executive office)
------------------------------------------------
WESTCO BANCORP, INC. 1992 INCENTIVE STOCK OPTION PLAN
WESTCO BANCORP, INC. 1992 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plans)
------------------------
ALLEN H. KORANDA
CHIEF EXECUTIVE OFFICER
MAF BANCORP, INC.
55TH & HOLMES
CLARENDON HILLS, ILLINOIS 60514
(630) 325-7300
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of Securities offering aggregate Amount of
to be registered Amount to be registered price per share offering price Registration fee
---------------- ----------------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 268,301 (1) (1) (1)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All of the shares of Common Stock covered by this Post-Effective
Amendment No. 1 were previously registered pursuant to Registrant's
Registration Statement on Form S-4 (Registration No. 333-66693) and
all applicable filing fees have been paid.
*Filed as Post-Effective Amendment No. 1 on Form S-8 to the Registrant's
Registration Statement on Form S-4 (Registration No. 333-66693) pursuant to the
procedure described herein. See "INTRODUCTORY STATEMENT."
================================================================================
<PAGE>
INTRODUCTORY STATEMENT NOT FORMING PART OF THE PROSPECTUS
---------------------------------------------------------
Pursuant to an Amended and Restated Agreement and Plan of
Reorganization (the "Merger Agreement") dated as of August 17, 1998 by and
between Westco Bancorp, Inc., a Delaware corporation ("Westco Bancorp"), and MAF
Bancorp, Inc., a Delaware corporation ("MAF Bancorp"), Westco Bancorp was merged
with and into MAF Bancorp (the "Merger") and the outstanding shares of Westco
Bancorp common stock were converted into the right to receive 1.395 shares of
MAF Bancorp Common Stock. At the effective time of the Merger, previously
granted options then outstanding under the Westco Bancorp, Inc. 1992 Incentive
Stock Option Plan and the Westco Bancorp, Inc. 1992 Stock Option Plan for
Outside Directors (together, the "Plans") became exercisable for shares of MAF
Bancorp Common Stock in accordance with the terms of the Merger and the terms of
such Plans. Each outstanding and unexercised stock option to purchase shares of
Westco Bancorp common stock is deemed to constitute an option to acquire, on the
same terms and conditions as were applicable under the original option prior to
the Merger, the number of shares of MAF Bancorp Common Stock equal to the
product, rounded down to the nearest whole share, of the number of shares of
Westco Bancorp common stock subject to the original option and 1.395, at a price
per share equal to the exercise price per share of the Westco Bancorp common
stock under the original option divided by 1.395, rounded up, if necessary,
to the nearest cent.
The 268,301 shares of MAF Bancorp Common Stock which may be issued
upon exercise of stock options granted under the Plans were previously
registered under the Registration Statement on Form S-4 (Registration No.
333-66693) which was declared effective by the Securities and Exchange
Commission on November 4, 1998 (the "S-4 Registration Statement"). MAF Bancorp
hereby amends the S-4 Registration Statement by filing this Post-Effective
Amendment No. 1 on Form S-8 with respect to such shares of MAF Bancorp Common
Stock not issued at the effective time of the Merger and which remain issuable
upon exercise of stock options previously granted by Westco Bancorp under the
Plans.
2
<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 or directors of
Westco Bancorp or its affiliates immediately prior to the Merger,
currently holding options granted under either the Westco Bancorp,
Inc. 1992 Incentive Stock Option Plan or the Westco Bancorp, Inc. 1992
Stock Option Plan for Outside Directors and are not required to be
filed with the Commission as a part of the Registration Statement or
as an Exhibit.
3
<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 year ended December 31, 1997
(File No. 0-18121);
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998 (File Nos. 0-18121);
(c) Current Report on Form 8-K dated April 28, 1998 and August 17,
1998, as amended by Form 8-K/A filed with the Commission on
September 1, 1998 (File Nos. 0-18121); and
(d) The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A, dated November 14, 1989.
All documents filed by Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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.
Not applicable.
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:
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 proceeding,
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
4
<PAGE>
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.
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
5
<PAGE>
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.
4.1 Certificate of Incorporation of MAF Bancorp, Inc., as amended,
(incorporated by reference to Exhibit 3(i) to Registrant's June
30, 1996 Form 10-K, File No. 0-18121).
4.2 By-Laws of MAF Bancorp, Inc., as amended, (incorporated by
reference to Exhibit 3 to Registrant's 1990 Form 10-K, File No.
0-18121).
5 Opinion of Vedder, Price, Kaufman & Kammholz (incorporated by
reference to Exhibit 5 to the Registrant's Registration
Statement on Form S-4 filed with the Commission on November 3,
1998, Registration No. 333-66693).
23.1 Consent of KPMG LLP.
23.2 Consent of Vedder, Price, Kaufman & Kammholz.
24 Powers of Attorney (included on the signature pages of the
Registrant's Registration Statement on Form S-4 filed with the
Commission on November 3, 1998, Registration No. 333-66693).
99.1 Westco Bancorp, Inc. 1992 Incentive Stock Option Plan
(incorporated by reference to Exhibit 4.3 to the Post-Effective
Amendment No. 1 to Form S-8 Registration Statement filed by
Westco Bancorp, Inc. with the Commission on March 17, 1995,
Registration No. 33-54764).
99.2 Form of MAF Bancorp, Inc. Stock Option Assumption Agreement
relating to the Westco Bancorp, Inc. 1992 Incentive Stock
Option Plan.
99.3 Westco Bancorp, Inc. 1992 Stock Option Plan for Outside
Directors (incorporated by reference to the Post-Effective
Amendment No. 1 to Form S-8 Registration Statement filed by
Westco Bancorp, Inc. with the Commission on March 17, 1995,
Registration No. 33-54766).
99.4 Form of MAF Bancorp, Inc. Stock Option Assumption Agreement
relating to the Westco Bancorp, Inc. 1992 Stock Option Plan for
Outside Directors.
6
<PAGE>
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 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.
(h) 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.
7
<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
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 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 15th day of January,
1999.
MAF Bancorp, Inc.
By:/s/ Allen H. Koranda
-----------------------------------------
Allen H. Koranda
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
Chairman of the Board and January 15, 1999
/s/ Allen H. Koranda Chief Executive Officer
- --------------------------------------- (principal executive officer)
Allen H. Koranda
* President and Director January 15, 1999
- ---------------------------------------
Kenneth Koranda
Executive Vice President,
/s/ Jerry A. Weberling Chief Financial Officer and Director January 15, 1999
- --------------------------------------- (principal financial officer)
Jerry A. Weberling
/s/ Gerard J. Buccino Senior Vice President and Controller January 15, 1999
- --------------------------------------- (principal accounting officer)
Gerard J. Buccino
* Director January 15, 1999
- ---------------------------------------
Robert Bowles, M.D.
* Director January 15, 1999
- ---------------------------------------
Terry Ekl
* Director January 15, 1999
- ---------------------------------------
Joe F. Hanauer
8
<PAGE>
Name Title Date
---- ----- ----
* Director January 15, 1999
- ---------------------------------------
F. William Trescott
* Director January 15, 1999
- ---------------------------------------
Lois B. Vasto
* Director January 15, 1999
- ---------------------------------------
Henry Smogolski
* Director January 15, 1999
- ---------------------------------------
Andrew J. Zych
</TABLE>
*By: /s/ Allen H. Koranda
-----------------------------------
Allen H. Koranda
Attorney-in-Fact
9
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4.1 Certificate of Incorporation of MAF Bancorp, Inc., as amended,
(incorporated by reference to Exhibit 3(i) to Registrant's June 30, 1996
Form 10-K, File No. 0-18121).
4.2 By-Laws of MAF Bancorp, Inc., as amended, (incorporated by reference to
Exhibit 3 to Registrant's 1990 Form 10-K, File No. 0-18121).
5 Opinion of Vedder, Price, Kaufman & Kammholz (incorporated by reference to
Exhibit 5 to the Registrant's Registration Statement on Form S-4 filed with
the Commission on November 3, 1998, Registration No. 333-66693).
23.1 Consent of KPMG LLP.
23.2 Consent of Vedder, Price, Kaufman & Kammholz.
24 Powers of Attorney (included on the signature pages of the Registrant's
Registration Statement on Form S-4 filed with the Commission on November 3,
1998, Registration No. 333-66693).
99.1 Westco Bancorp, Inc. 1992 Incentive Stock Option Plan (incorporated by
reference to Exhibit 4.3 to the Post-Effective Amendment No. 1 to Form S-8
Registration Statement filed by Westco Bancorp, Inc. with the Commission on
March 17, 1995, Registration No. 33-54764).
99.2 Form of MAF Bancorp, Inc. Stock Option Assumption Agreement relating to the
Westco Bancorp, Inc. 1992 Incentive Stock Option Plan.
99.3 Westco Bancorp, Inc. 1992 Stock Option Plan for Outside Directors
(incorporated by reference to the Post-Effective Amendment No. 1 to Form
S-8 Registration Statement filed by Westco Bancorp, Inc. with the
Commission on March 17, 1995, Registration No. 33-54766).
99.4 Form of MAF Bancorp, Inc. Stock Option Assumption Agreement relating to the
Westco Bancorp, Inc. 1992 Stock Option Plan for Outside Directors.
10
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
MAF Bancorp, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-4 of MAF Bancorp, Inc.; as amended by this Post-Effective Amendment:
No. 1 on Form S-8, of our report dated January 29, 1998, relating to the
consolidated statements of financial condition of MAF Bancorp, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year
ended December 31, 1997, the six months ended December 31, 1996 and for each of
the years in the two-year period ended June 30, 1996, which report appears in
the December 31, 1997 annual report on Form 10-K of MAF Bancorp, Inc.
/s/ KPMG LLP
Chicago, Illinois
January 15, 1999
EXHIBIT 23.2
------------
CONSENT OF VEDDER, PRICE, KAUFMAN & KAMMHOLZ
The Board of Directors
MAF Bancorp, Inc.:
We hereby consent to the incorporation by reference in the Form S-4
of MAF Bancorp, Inc., as amended by this Post-Effective Amendment No. 1 on Form
S-8, of our legal opinion dated November 2, 1998.
/s/ VEDDER, PRICE, KAUFMAN & KAMMHOLZ
Chicago, Illinois
January 15, 1999
EXHIBIT 99.2
------------
FORM OF MAF BANCORP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE:____________________
STOCK OPTION ASSUMPTION AGREEMENT issued as of the 31st day of
December, 1998 by MAF BANCORP, INC., a Delaware corporation ("MAF").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of Westco Bancorp,
Inc., a Delaware corporation ("Westco"), which were granted to Optionee under
the Westco Bancorp, Inc. 1992 Incentive Stock Option Plan (the "Stock Option
Plan") and are evidenced by a Stock Option Agreement(s) (the "Option
Agreement(s)") between Westco and Optionee, which are incorporated by reference
herein.
WHEREAS, effective as of December 31, 1998, Westco has merged with
and into MAF (the "Merger") pursuant to the Amended and Restated Agreement and
Plan of Reorganization (the "Merger Agreement"), dated as of August 17, 1998, by
and between MAF and Westco;
WHEREAS, the Merger Agreement provides for the conversion of all
outstanding options under the Stock Option Plan into options to purchase MAF
common stock ("MAF Stock");
WHEREAS, pursuant to the provisions of the Merger Agreement, the
exchange ratio (the "Exchange Ratio") in effect for the Merger is 1.395 of MAF
common stock ("MAF Stock") for each outstanding share of Westco common stock
("Westco Stock");
WHEREAS, this Stock Option Assumption Agreement is to become
effective immediately in order to reflect certain adjustments to Optionee's
outstanding options under the Stock Option Plan, which have become necessary by
reason of the conversion of those options in connection with the Merger;
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Westco Stock subject to the stock options
held by Optionee under the Stock Option Plan immediately prior to the Effective
Time (as defined in the Merger Agreement) of the Merger (the "Westco Options")
and the exercise price payable per share are set forth in Exhibit A hereto. MAF
hereby assumes, as of the Effective Time, including with respect to any limited
rights granted to an Optionee, all the duties and obligations of Westco under
each of the Westco Options as set forth in the Stock Option Plan and the
Optionee's Option Agreement(s). In connection with such assumption, the number
of shares of MAF Stock purchasable under each Westco Option and the exercise
price payable thereunder have been adjusted to reflect the Exchange Ratio in a
manner consistent with the Merger Agreement. Accordingly, the number of shares
of MAF Stock subject to each Westco Option shall be as specified for that option
in attached Exhibit A, and the adjusted exercise price payable per share of MAF
Stock under the Westco Option shall be as indicated for that option in attached
Exhibit A.
2. The following provisions shall govern each Westco Option hereby
assumed by MAF:
a. Unless the context otherwise requires, all references
in each Option Agreement and in the Stock Option Plan (as
incorporated into such Option Agreement) (i) to the "Company" shall
mean MAF, (ii) to "Stock" shall means shares of MAF Stock, (iii) to
the "Board" shall mean the Board of Directors of MAF and (iv) to the
"Committee" shall mean the Compensation Committee of the MAF Board
of Directors.
b. The grant date and the expiration date of each Westco
Option and all other provisions which govern either the
exercisability or the termination of the Westco Option shall remain
the same as set forth in the Option Agreement applicable to that
option and the provisions of the Stock Option Plan, and shall
accordingly govern and
<PAGE>
control Optionee's rights under this Stock Option Plan, and shall
accordingly govern and control Optionee's rights under this Stock
Option Assumption Agreement to purchase MAF Stock.
c. For purposes of applying any and all provisions of
the Option Agreement relating to Optionee's status as an employee,
Optionee shall be deemed to continue in such status as an employee
for so long as Optionee renders services as an employee of MAF or
any present or future MAF subsidiary (within the meaning of a
"subsidiary corporation" as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended). Accordingly, the
provisions of the Option Agreement governing the termination of the
Westco Options upon Optionee's cessation of service as an employee
of Westco shall hereafter be applied on the basis of Optionee's
cessation of employee status with MAF and its subsidiaries, and each
Westco Option shall accordingly terminate, within the designated
time period in effect under the Option Agreement for that option,
following such cessation of service as an employee of MAF and its
subsidiaries.
d. The adjusted exercise price payable for the MAF Stock
subject to each Westco Option shall be payable in any of the forms
authorized under the Stock Option Plan and the Option Agreement
applicable to that option.
e. Upon the exercise of a converted limited right
assumed by MAF, the Optionee shall receive (i) cash as provided
under such limited right, or (ii) if so determined by the Committee,
shares of MAF Stock having a fair market value equal to the cash
that otherwise would have been payable in connection therewith.
f. In order to exercise each Westco Option, Optionee
must deliver to MAF a written notice of exercise in which the number
of shares of MAF Stock to be purchased thereunder must be indicated.
The exercise notice must be accompanied by payment of the adjusted
exercise price payable for the purchased shares of MAF Stock and
should be delivered to MAF at the following address:
MAF Bancorp, Inc.
Attn: Michael J. Janssen
55th & Holmes Avenue
Clarendon Hills, IL 60514
3. Except to the extent specifically modified by this Stock Option
Assumption Agreement, all of the terms and conditions of each Option Agreement
as in effect immediately prior to the Merger shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.
IN WITNESS WHEREOF, MAF has caused this Stock Option Assumption
Agreement to be executed on its behalf by its duly authorized officer as of the
____ day of _______________, 1998.
MAF BANCORP, INC.
By:______________________________________
Title:___________________________________
2
<PAGE>
ACKNOWLEDGMENT
The undersigned acknowledges receipt of this foregoing Stock Option
Assumption Agreement and understands and acknowledges that all rights and
liabilities with respect to each of his or her Westco Options hereby assumed by
MAF are as set forth only in the Option Agreement, the Stock Option Plan and
this Stock Option Assumption Agreement and that no other agreements exist with
respect to his or her Westco Options. The undersigned also acknowledges that,
except to the extent specifically modified by this Stock Option Assumption
Agreement, all of the terms and conditions of the Option Agreement as in effect
immediately prior to the effective time shall continue in full force and effect
and shall not in any way be amended, revised or otherwise affected by this Stock
Option Assumption Agreement. The undersigned further acknowledges that the
Westco Option or Options described in Exhibit A hereto constitute all of the
options or other rights to purchase Westco Stock that he or she owned
immediately prior to the effective time of the Merger.
________________, Optionee
DATED:
3
<PAGE>
EXHIBIT A
Optionee's Outstanding Options to Purchase Shares
of Westco Bancorp, Inc.
(Pre-Merger)
DATE OF OPTION AGREEMENT NUMBER OF OPTIONS EXERCISE PRICE
- ------------------------ ----------------- --------------
Optionee's Outstanding Options to Purchase Shares
of MAF Bancorp, Inc. Common Stock
(Post-Merger)
<TABLE>
<CAPTION>
DATE OF OPTION AGREEMENT ADJUSTED NUMBER OF OPTIONS ADJUSTED EXERCISE PRICE
- ------------------------ -------------------------- -----------------------
<S> <C> <C>
(1.395 times Number of Options set forth (Exercise Price set forth above
above) divided by 1.395)
</TABLE>
4
EXHIBIT 99.4
------------
FORM OF MAF BANCORP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE:_______________
STOCK OPTION ASSUMPTION AGREEMENT issued as of the 31st day of
December, 1998 by MAF BANCORP, INC., a Delaware corporation ("MAF").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of Westco Bancorp,
Inc., a Delaware corporation ("Westco"), which were granted to Optionee under
the Westco Bancorp, Inc. 1992 Incentive Stock Option Plan for Outside Directors
(the "Directors Stock Option Plan") and are evidenced by a Stock Option
Agreement(s) (the "Option Agreement(s)") between Westco and Optionee, which are
incorporated by reference herein.
WHEREAS, effective as of December 31, 1998, Westco has merged with
and into MAF (the "Merger") pursuant to the Amended and Restated Agreement and
Plan of Reorganization (the "Merger Agreement"), dated as of August 17, 1998, by
and between MAF and Westco;
WHEREAS, the Merger Agreement provides for the conversion of all
outstanding options under the Stock Option Plan into options to purchase MAF
common stock ("MAF Stock");
WHEREAS, pursuant to the provisions of the Merger Agreement, the
exchange ratio (the "Exchange Ratio") in effect for the Merger is 1.395 of MAF
common stock ("MAF Stock") for each outstanding share of Westco common stock
("Westco Stock");
WHEREAS, this Stock Option Assumption Agreement is to become
effective immediately in order to reflect certain adjustments to Optionee's
outstanding options under the Stock Option Plan, which have become necessary by
reason of the conversion of those options in connection with the Merger;
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of Westco Stock subject to the stock options
held by Optionee under the Director's Stock Option Plan immediately prior to the
Effective Time (as defined in the Merger Agreement) of the Merger (the "Westco
Options") and the exercise price payable per share are set forth in Exhibit A
hereto. MAF hereby assumes, as of the Effective Time, including with respect to
any limited rights granted to an Optionee, all the duties and obligations of
Westco under each of the Westco Options as set forth in the Director's Stock
Option Plan and the Optionee's Option Agreement(s). In connection with such
assumption, the number of shares of MAF Stock purchasable under each Westco
Option and the exercise price payable thereunder have been adjusted to reflect
the Exchange Ratio in a manner consistent with the Merger Agreement.
Accordingly, the number of shares of MAF Stock subject to each Westco Option
shall be as specified for that option in attached Exhibit A, and the adjusted
exercise price payable per share of MAF Stock under the Westco Option shall be
as indicated for that option in attached Exhibit A.
2. The following provisions shall govern each Westco Option hereby
assumed by MAF:
a. Unless the context otherwise requires, all references
in each Option Agreement and in the Director's Stock Option Plan (as
incorporated into such Option Agreement) (i) to the "Company" shall
mean MAF, (ii) to "Stock" shall means shares of MAF Stock, (iii) to
the "Board" shall mean the Board of Directors of MAF and (iv) to the
"Committee" shall mean the Compensation Committee of the MAF Board
of Directors.
b. The grant date and the expiration date of each Westco
Option and all other provisions which govern either the
exercisability or the termination of the Westco Option shall remain
the same as set forth in the Option
<PAGE>
Agreement applicable to that option and the provisions of the
Director's Stock Option Plan, and shall accordingly govern and
control Optionee's rights under this Stock Option Assumption
Agreement to purchase MAF Stock.
c. For purposes of applying any and all provisions of
the Option Agreement relating to Optionee's status as a director,
Optionee shall be deemed to continue in such status as a director
for so long as Optionee renders services as an employee of MAF or
any present or future MAF subsidiary (within the meaning of a
"subsidiary corporation" as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended). Accordingly, the
provisions of the Option Agreement governing the termination of the
Westco Options upon Optionee's cessation of service as a director of
Westco shall hereafter be applied on the basis of Optionee's
cessation of employee status with MAF and its subsidiaries, and each
Westco Option shall accordingly terminate, within the designated
time period in effect under the Option Agreement for that option,
following such cessation of service as a director of MAF and its
subsidiaries.
d. The adjusted exercise price payable for the MAF Stock
subject to each Westco Option shall be payable in any of the forms
authorized under the Stock Option Plan and the Option Agreement
applicable to that option.
e. Upon the exercise of a converted limited right
assumed by MAF, the Optionee shall receive (i) cash as provided
under such limited right, or (ii) if so determined by the Committee,
shares of MAF Stock having a fair market value equal to the cash
that otherwise would have been payable in connection therewith.
f. In order to exercise each Westco Option, Optionee
must deliver to MAF a written notice of exercise in which the number
of shares of MAF Stock to be purchased thereunder must be indicated.
The exercise notice must be accompanied by payment of the adjusted
exercise price payable for the purchased shares of MAF Stock and
should be delivered to MAF at the following address:
MAF Bancorp, Inc.
Attn: Michael J. Janssen
55th & Holmes Avenue
Clarendon Hills, IL 60514
3. Except to the extent specifically modified by this Stock Option
Assumption Agreement, all of the terms and conditions of each Option Agreement
as in effect immediately prior to the Merger shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.
IN WITNESS WHEREOF, MAF has caused this Stock Option Assumption
Agreement to be executed on its behalf by its duly authorized officer as of the
____ day of _______________, 1998.
MAF BANCORP, INC.
By:______________________________________
Title:___________________________________
2
<PAGE>
ACKNOWLEDGMENT
The undersigned acknowledges receipt of this foregoing Stock Option
Assumption Agreement and understands and acknowledges that all rights and
liabilities with respect to each of his or her Westco Options hereby assumed by
MAF are as set forth only in the Option Agreement, the Director's Stock Option
Plan and this Stock Option Assumption Agreement and that no other agreements
exist with respect to his or her Westco Options. The undersigned also
acknowledges that, except to the extent specifically modified by this Stock
Option Assumption Agreement, all of the terms and conditions of the Option
Agreement as in effect immediately prior to the effective time shall continue in
full force and effect and shall not in any way be amended, revised or otherwise
affected by this Stock Option Assumption Agreement. The undersigned further
acknowledges that the Westco Option or Options described in Exhibit A hereto
constitute all of the options or other rights to purchase Westco Stock that he
or she owned immediately prior to the effective time of the Merger.
________________, Optionee
DATED:
3
<PAGE>
EXHIBIT A
Optionee's Outstanding Options to Purchase Shares
of Westco Bancorp, Inc.
(Pre-Merger)
DATE OF OPTION AGREEMENT NUMBER OF OPTIONS EXERCISE PRICE
- ------------------------ ----------------- --------------
Optionee's Outstanding Options to Purchase Shares
of MAF Bancorp, Inc. Common Stock
(Post-Merger)
<TABLE>
<CAPTION>
DATE OF OPTION AGREEMENT ADJUSTED NUMBER OF OPTIONS ADJUSTED EXERCISE PRICE
- ------------------------ -------------------------- -----------------------
<S> <C> <C>
(1.395 times Number of Options set forth (Exercise Price set forth above
above) divided by 1.395)
</TABLE>
4
