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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date
of Report (Date of earliest event reported) September 1, 1998
WESTCO BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19985 36-3823760
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(State or other (Commission (IRS Employer
juridiction of File Number) Identification No.)
incorporation or
organization)
2121 South Manheim Road, Westchester, Illinois 60154
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(Address of principal executive offices)
(708) 865-1100
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
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This Form 8-K/A is being filed to amend the Form 8-K filed by Westco
Bancorp, Inc. on August 24, 1998, in order to reflect an amendment to the
definitive merger agreement that was described in the original report.
On September 1, 1998, Westco Bancorp, Inc. announced that it has agreed
with MAF Bancorp, Inc. to amend the terms of the previously announced merger
agreement pursuant to which MAF Bancorp, Inc. is to acquire Westco Bancorp, Inc.
The amendment reflects a change in accounting treatment for the merger which
will be accounted for as a purchase transaction rather than as a pooling
of interests. A copy of the press release is filed as Exhibit 99.1 to this
Form 8-K/A and is incorporated herein by reference.
Westco Bancorp also announced that its Board of Directors approved a stock
repurchase plan under which the company is authorized to repurchase up to
150,000 shares of its common stock.
Forward-Looking Information
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Statements contained in or incorporated by reference in this report that are not
historical facts may constitute forward-looking statements (within the meaning
of Section 21E of the Securities Exchange Act of 1934) which involve significant
risks and uncertainties. Actual results may differ materially from the results
discussed in these forward-looking statements. Factors that might cause such a
difference include, but are not limited to: (1) inability to realize cost
savings from the merger to the full extent expected or within the expected time
frame; (2) lower than expected revenues following the merger; (3) inability of
MAF or Westco to complete the announced stock repurchase programs within the
contemplated timeframe or stock price ranges; (4) significant increases in
competitive pressures among depository institutions; (5) higher r than expected
costs or difficulties related to the integration of the business of Westco; (6)
changes in the interest rate environment that result in reduced interest rate
margins; (7) deterioration of general economic conditions, either nationally or
in the Company's market area; and (8) adoption of legislation or regulatory
changes that adversely affect the business of the combined company.
Item 7(c). Exhibits.
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Exhibit 99.1 Press Release dated September 1, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTCO BANCORP, INC.
Date: September 4, 1998 By: /s/ Richard A. Brechlin
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Richard A. Brechlin
Executive Vice President, Chief
Financial Officer and Treasurer
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INDEX TO EXHIBITS
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Exhibit
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99.1 Press Release dated September 1, 1998
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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FOR: MAF Bancorp, Inc. Westco Bancorp, Inc.
55th Street & Holmes Avenue 2121 South Mannheim Road
Clarendon Hills, Il 60514 Westchester, IL 60154
CONTACT: Allen H. Koranda, Chairman David C. Burba, Chairman
and Chief Executive Officer and President
Jerry A. Weberling, EVP and Richard A. Brechlin, EVP and
Chief Financial Officer Treasurer
(630) 887-5999 (708) 865-1100
Michael Janssen, SVP
(630) 986-7544
MAF BANCORP AND WESTCO BANCORP ANNOUNCE STOCK REPURCHASE
PROGRAMS AND CHANGE IN ACCOUNTING TREATMENT OF ACQUISITION
Clarendon Hills, Illinois, September 1, 1998 - MAF Bancorp, Inc.
(NASDAQ:MAFB), announced today that its Board of Directors has approved a stock
repurchase plan under which the Company is authorized to repurchase up to
1,250,000 shares of its common stock. The shares to be repurchased represent
approximately 5.5% of the Company's current outstanding shares. Westco Bancorp,
Inc. (NASDAQ:WCBI) also announced today that its Board of Directors has approved
a stock repurchase program covering 150,000 shares which represents
approximately 6% of the current outstanding shares of Westco.
On August 17, 1998, MAF Bancorp announced it had agreed to acquire Westco
in a fixed exchange ratio transaction in which each share of Westco common stock
will be exchanged for 1.395 shares of MAF common stock. As a result of the
repurchase programs, the acquisition of Westco will be accounted for as a
purchase transaction for financial accounting purposes, rather than as a pooling
of interests as previously announced. The definitive acquisition agreement has
been amended to reflect this change in accounting treatment.
Using purchase accounting treatment for the acquisition, MAF will not be
required to record merger-related costs and restructuring charges in the quarter
in which the transaction closes as previously announced. Instead, such charges
will increase the goodwill amortization expense in future periods. MAF had
previously estimated that after-tax merger-related charges in the pooling of
interests transaction would have been approximately $5.0 million. As amended,
the transaction will be accretive to stated book value per share and modestly
dilutive to tangible book value per share, assuming completion of the stock
repurchase programs. MAF expects that the transaction will
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be immediately accretive to cash earnings per share, with only nominal dilution
to 1999 reported earnings per share, and that it will be accretive to reported
earnings per share thereafter, in each case assuming completion of the stock
repurchase programs.
As of June 30, 1998, Westco Bancorp, Inc., including its wholly owned
subsidiary, First Federal Savings and Loan Association of Westchester, had
approximately $320 million in assets, $260 million in deposits and $50 million
in stockholders' equity. Westco operates one office and a drive-up facility in
Westchester, IL. The common stock of Westco Bancorp, Inc., is traded on the
Nasdaq Stock Market under the symbol WCBI.
MAF is the parent company of Mid-America Bank, a federally chartered stock
savings bank headquartered in Clarendon Hills, IL. At June 30, 1998 the Company
had assets of $3.6 billion, deposits of $2.4 billion and stockholders' equity of
$280 million. The Bank operates a network of 23 retail banking offices primarily
in Chicago and its western suburbs. The Company's common stock trades on the
Nasdaq Stock Market under the symbol MAFB.
Forward-Looking Information
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STATEMENTS CONTAINED IN THIS NEWS RELEASE THAT ARE NOT HISTORICAL FACTS
MAY CONSTITUTE FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION 21E OF
THE SECURITIES EXCHANGE ACT OF 1934) WHICH INVOLVE SIGNIFICANT RISKS AND
UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED
IN THESE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE
INCLUDE, BUT ARE NOT LIMITED TO: (1) INABILITY TO REALIZE COST SAVINGS FROM THE
MERGER TO THE FULL EXTENT EXPECTED OR WITHIN THE EXPECTED TIME FRAME; (2) LOWER
THAN EXPECTED REVENUES FOLLOWING THE MERGER; (3) INABILITY OF MAF OR WESTCO TO
COMPLETE THE ANNOUNCED STOCK REPURCHASE PROGRAMS WITHIN THE CONTEMPLATED
TIMEFRAME OR STOCK PRICE RANGES; (4) SIGNIFICANT INCREASES IN COMPETITIVE
PRESSURES AMONG DEPOSITORY INSTITUTIONS; (5) HIGHER THAN EXPECTED COSTS OR
DIFFICULTIES RELATED TO THE INTEGRATION OF THE BUSINESS OF WESTCO; (6) CHANGES
IN THE INTEREST RATE ENVIRONMENT THAT RESULT IN REDUCED INTEREST RATE MARGINS;
(7) DETERIORATION OF GENERAL ECONOMIC CONDITIONS, EITHER NATIONALLY OR IN THE
COMPANY'S MARKET AREA; AND (8) ADOPTION OF LEGISLATION OR REGULATORY CHANGES
THAT ADVERSELY AFFECT THE BUSINESS OF THE COMBINED COMPANY.
