MB Financial, Inc. Form 8-K 08/31/06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported):
August 25, 2006
MB
FINANCIAL, INC.
(Exact
name of registrant as specified in its charter)
|
Maryland
|
0-24566-01
|
36-4460265
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
800
West Madison Street, Chicago, Illinois 60607
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(888) 422-6562
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17CFR 240.13e-4(c))
Item
1.01 Entry Into a Material Definitive Agreement
Item
2.01 Completion of Acquisition or Disposition of Assets
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
The
following information is filed pursuant to Items 1.01, 2.01 and 5.02 of Form
8-K:
On
August 25,
2006, the merger (the “Merger”) of First Oak Brook Bancshares, Inc. (“First Oak
Brook”) with and into MBFI Acquisition Corp. (“Acquisition Corp”), a wholly
owned subsidiary of MB Financial, Inc. (“MB Financial”), was completed. In
accordance with the Agreement and Plan of Merger, dated as of May 1, 2006
(the
“Merger Agreement”), by and among MB Financial, Acquisition Corp. and First Oak
Brook, MB Financial will issue approximately 8.4 million shares of its common
stock and pay approximately $74.1 million in cash to First Oak Brook
stockholders in the transaction. MB Financial also will issue approximately
14,354 shares of its common stock to the holders of 55,972 First Oak Brook
stock
options who elected to have their options canceled as of the Merger effective
time. The remaining 243,150 First Oak Brook stock options, along with 45,002
First Oak Brook director stock units and 33,787 First Oak Brook restricted
stock
units, have been assumed by MB Financial and converted into approximately
251,320 MB Financial stock options, with a weighted average exercise price
of
$23.30 per share, 46,514 MB Financial director stock units and 34,923 MB
Financial restricted stock units.
Pursuant
to the Merger Agreement, the stockholders of First Oak Brook were entitled
to
elect to receive, for each share of First Oak Brook common stock that they
owned
immediately prior to the Merger, either cash (the “cash consideration”), shares
of MB Financial common stock, with cash paid in lieu of any fractional share
(the “stock consideration”), or a combination of both, in any case having a per
share value equal to the sum of (1) .8304 multiplied by the average of the
closing prices of MB Financial common stock during the five trading days
ending
on the second trading day before the completion date of the Merger and (2)
$7.36. Based on the $36.214 average MB Financial closing price for the five
trading days ended August 23, 2006, the value that First Oak Brook stockholders
will receive is $37.43 per First Oak Brook share, regardless of whether paid
in
cash consideration or stock consideration.
As
a
result of the cash consideration being oversubscribed for by First Oak Brook
stockholders: (i) those First Oak Brook stockholders who made valid elections
to
receive the stock consideration, and those First Oak Brook stockholders who
did
not make valid elections, will receive 1.0336 shares of MB Financial common
stock for each share of First Oak Brook common stock, plus cash in lieu of
any
fractional MB Financial share in an amount equal to $36.214 multiplied by
the
fractional share amount; and (ii) those First Oak Brook stockholders who
made
valid elections for the cash consideration will receive the cash consideration
($37.43 per share) for 78.48% of their cash election shares and the stock
consideration (1.0336 shares of MB Financial common stock for each First
Oak
Brook share plus cash in lieu of a fractional share) for the remaining 21.52%
of
their cash election shares.
The
press
release issued by MB Financial announcing the completion of the Merger is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On
August
25, 2005, MB Financial entered into a five-year employment agreement with
Richard M. Rieser, Jr., President and Chief Executive Officer of First Oak
Brook
prior to the Merger, pursuant to which he will serve as Vice Chairman, Executive
Vice President and Chief Marketing and Legal Strategist of MB Financial.
At that
time, MB Financial also entered into a tax gross up agreement with Mr. Rieser
that is similar in form to the tax gross up agreements between MB Financial
and
other of its executive officers. The tax gross up agreement provides that
if Mr.
Rieser becomes entitled to receive payments or benefits, whether under his
employment agreement or otherwise, either (1)as a result of the “involuntary
termination” of his employment (defined generally in his employment agreement as
termination by MB Financial, other than for cause or death or specified
misconduct on his part under the federal banking laws, or by Mr. Rieser
following a material reduction of or interference with his duties,
responsibilities or benefits without his consent) within two years after
the
Merger or (2) in connection with a change in control of MB Financial, unless
his
employment is terminated for cause or voluntarily terminated (other than
a
resignation by Mr. Rieser constituting an “involuntary termination” as described
above) before age 65, in either case during the term of his employment agreement
and prior to or within one year after the change in control, then to the
extent
such payments or benefits constitute “excess parachute payments” under Section
280G of the Internal Revenue Code, he generally will be paid an additional
amount that will offset on an after tax basis, the effect of any excise tax
consequently imposed upon him under Section 4999 of the Internal Revenue
Code.
Mr. Rieser’s employment agreement also modifies his Supplemental Pension Benefit
Agreement with First Oak Brook, which was assumed by MB Financial in the
Merger,
and provides for the express assumption by MB Financial of his Agreement
Regarding Post-Employment Restrictive Covenants with First Oak Brook. The
terms
of Mr. Rieser’s employment agreement, as well as the amendment to his
Supplemental Pension Benefit Agreement and his Agreement Regarding
Post-Employment Restrictive Covenants, are described in detail in the joint
proxy statement-prospectus of MB Financial and First Oak Brook, filed by
MB
Financial with the Securities and Exchange Commission on June 27, 2006 pursuant
to Rule 424(b) under the Securities Act of 1933, under “The Merger—Interests of
First Oak Brook Executive Officers and Directors in the Merger—Employment
Agreement of Richard M. Rieser, Jr.” and “—Supplemental Pension Benefit
Agreement with Mr. Rieser.” Such descriptions of Mr. Rieser’s employment
agreement, as well as the amendment to his Supplemental Pension Benefit
Agreement and his Agreement Regarding Post-Employment Restrictive Covenants,
are
incorporated herein by reference.
On
August
25, 2006, effective upon completion of the Merger, Rosemarie Bouman, Executive
Vice President, Chief Operating Officer and Chief Financial Officer of First
Oak
Brook prior to the merger, was appointed as Executive Vice President and
Head of
Administration of MB Financial Bank, N.A., a wholly owned subsidiary of MB
Financial. MB Financial has assumed Ms. Bouman’s Transitional Employment
Agreement with First Oak Brook, the terms of which, as amended effective
August
25, 2006, are described in detail in the joint proxy statement-prospectus
of MB
Financial and First Oak Brook under “The Merger—Interests of First Oak Brook
Executive Officers and Directors in the Merger—Transitional Employment
Agreements.” Such description, as it pertains to Ms. Bouman’s agreement and the
amendment thereto effective August 25, 2006, is incorporated herein by
reference.
On
August
25, 2006, effective upon completion of the Merger, Susan Peterson, Executive
Vice President - Retail Banking of Oak Brook Bank, a wholly owned subsidiary
of
First Oak Brook prior to the Merger, was appointed as Chief Retail Banking
Officer of MB Financial Bank, N.A. MB Financial has assumed Ms. Peterson’s
Transitional Employment Agreement with First Oak Brook, which provides that
if,
within one year after the Merger, Ms. Peterson’s employment is terminated by MB
Financial (other than for cause or due to death or disability) or Ms. Peterson
resigns following a material diminution in her duties or a required relocation
of more than 35 miles, then, as severance benefits, she will be entitled
to
salary and health benefits continuation for one year after the termination
date,
subject to reduction to the extent necessary to avoid any payments being
considered “excess parachute payments” under Section 280G of the Internal
Revenue Code.
Pursuant
to the Merger Agreement, effective upon completion of the Merger on August
25,
2006, Mr. Rieser and Charles Gries, a director of First Oak Brook prior to
the
Merger, were appointed as directors of MB Financial, each to serve in the
class
of directors whose terms will expire at MB Financial’s annual meeting of
stockholders to be held in 2007. The committees of the MB Financial board
of
directors to which Messrs. Rieser and Gries will be appointed have not yet
been
detemined.
Item
9.01. Financial Statements and Exhibits
| (a) |
Financial
Statements of Businesses Acquired
|
The
consolidated financial statements of First Oak Brook required by this Item
will
be filed in an amendment to this report no later than November 10,
2006.
|
|
(b)
|
Pro
Forma Financial Information
|
The
pro
forma financial information required by this Item will be filed in an amendment
to this report no later than November 10, 2006.
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2.1
|
Agreement
and Plan of Merger, dated as of May 1, 2006, by and among MB Financial,
Inc. (“MB Financial”), MBFI Acquisition Corp., a wholly owned subsidiary
of MB Financial, and First Oak Brook Bancshares, Inc. (“First Oak Brook”)
(incorporated herein by reference from Appendix A to the joint proxy
statement-prospectus of MB Financial and First Oak Brook, filed by
MB
Financial with the Securities and Exchange Commission on June 27,
2006
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended)
|
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 hereunto
duly authorized.
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MB
FINANCIAL, INC.
|
|
Date:
August 31, 2006
|
By:
/s/Jill E. York
Jill
E. York
Vice
President and Chief Financial Officer
|
| |
|
EXHIBIT
INDEX
Exhibit
No. Description
2.1
Agreement
and Plan of Merger, dated as of May 1, 2006, by and among MB Financial, Inc.
(“MB Financial”), MBFI Acquisition Corp., a wholly owned subsidiary of MB
Financial, and First Oak Brook Bancshares, Inc. (“First Oak Brook”)
(incorporated herein by reference from Appendix A to the joint proxy
statement-prospectus of MB Financial and First Oak Brook, filed by MB Financial
with the Securities and Exchange Commission on June 27, 2006 pursuant to Rule
424(b) under the Securities Act of 1933, as amended)