MBFI 8K/A 08 25 2006
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):
August 25, 2006
MB
FINANCIAL, INC.
(Exact
name of registrant as specified in its charter)
|
Maryland
|
0-24566-01
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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))
On
August
31, 2006, MB Financial, Inc. (“MB Financial”) filed a Current Report on Form 8-K
to report the completion of its acquisition of First Oak Brook Bancshares,
Inc.
(“First Oak Brook”). In that filing, MB Financial indicated that it would amend
the Form 8-K at a later date to include the financial information required
by
Item 9.01. This amendment to the August 31, 2006 Form 8-K is being filed to
provide such financial information.
Item
9.01. Financial Statements and Exhibits
| (a) |
Financial
Statements of Businesses Acquired
|
The
audited consolidated balance sheet as of December 31, 2005 and the audited
consolidated statements of income, cash flows and changes in stockholders’
equity for the year ended December 31, 2005 of First Oak Brook are filed as
Exhibit 99.2 (incorporated therein and herein by reference to First Oak Brook’s
Annual Report on Form 10-K for the year ended December 31, 2005).
The
unaudited consolidated balance sheet as of June 30, 2006 and the unaudited
consolidated statements of income, cash flows and changes in stockholders’
equity for the six months ended June 30, 2006 and 2005 of First Oak Brook are
filed as Exhibit 99.3 (incorporated therein and herein by reference to First
Oak
Brook’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2006).
| (b) |
The
pro forma financial information required by this Item is filed as
Exhibit
99.4 and is incorporated herein by
reference.
|
| |
99.2
|
Audited
consolidated balance sheet as of December 31, 2005 and audited
consolidated statements of income, cash flows and changes in stockholders’
equity for the year ended December 31, 2005 of First Oak Brook
(incorporated herein by reference to First Oak Brook’s Annual Report on
Form 10-K for the year ended December 31, 2005 (File No.
0-14468))
|
| |
99.3
|
Unaudited
consolidated balance sheet as of June 30, 2006 and unaudited consolidated
statements of income, cash flows and changes in stockholders’ equity for
the six months ended June 30, 2006 and 2005 of First Oak Brook
(incorporated herein by reference to First Oak Brook’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2006 (File No.
0-14468))
|
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.
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|
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Date:
November 10, 2006
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By: |
/s/Jill
E. York
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|
| |
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Jill
E. York
Vice
President and Chief Financial Officer
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|
| |
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EXHIBIT
INDEX
Exhibit
No. Description
23.1 Consent
of Grant Thornton LLP
99.2 Audited
consolidated balance sheet as of December 31, 2005 and audited consolidated
statements of income, cash flows and changes in stockholders’ equity for the
year ended December 31, 2005 of First Oak Brook (incorporated herein by
reference to First Oak Brook’s Annual Report on Form 10-K for the year ended
December 31, 2005 (File No. 0-14468))
99.3 Unaudited
consolidated balance sheet as of June 30, 2006 and unaudited consolidated
statements of income, cash flows and changes in stockholders’ equity for the six
months ended June 30, 2006 and 2005 of First Oak Brook (incorporated herein
by
reference to First Oak Brook’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2006 (File No. 0-14468))
99.4 Unaudited
Pro Forma Combined Condensed Consolidated Financial Information as of June
30,
2006 and for the six months and year ended June 30, 2006 and December 31, 2005,
respectively