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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) May 15, 2002
MB FINANCIAL, INC.
(Exact name of Registrant as specified in its Charter)
| Maryland (State or other jurisdiction of incorporation) |
0-24566-01 (Commission File No.) |
36-4460265 (IRS Employer Identification No.) |
||
801 West Madison Street, Chicago, Illinois (Address of principal executive offices) |
60607 (Zip Code) |
|||
Registrant's telephone number, including area code: (773) 645-7866
N/A
(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure
Forward-Looking Statements
When used in this Current Report on Form 8-K and in other filings by MB Financial, Inc. (the "Company") with the Securities and Exchange Commission, in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "believe," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to the Company's future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.
Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) expected cost savings and synergies from the merger with MidCity Financial Corporation might not be realized within the expected time frame; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs; (3) changes in management's estimate of the adequacy of the allowance for loan losses; (4) changes in management's valuation of the Company's interest only receivables; (5) competitive pressures among depository institutions; (6) interest rate movements and their impact on customer behavior and the Company's net interest margin; (7) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (8) the Company's ability to adapt successfully to technological changes to meet customers' needs and developments in the market place; (9) the Company's ability to access cost-effective funding; (10) changes in financial markets and general economic conditions; (11) new legislation or regulatory changes; and (12) changes in accounting principles, policies or guidelines.
The Company not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
Set forth below is material prepared for presentation at the Company's 2002 Annual Meeting of Stockholders.
Annual Meeting
of Stockholders
May 15, 2002
Annual Meeting
of Stockholders
Introduction
E.M. Bakwin, Chairman
Annual Meeting
of Stockholders
Introduction
Mitchell Feiger, President & CEO
- •
- Stockholder
voting
- •
- Election
of directors
- •
- Approval of amendment to the Company's Omnibus Incentive Plan
- •
- Presentation
- •
- Open
discussion
- •
- Announcement of election results
- •
- Burton
J. Field
- •
- Lawrence
E. Gilford
- •
- Patrick
Henry
- •
- Richard
J. Holmstrom
- •
- Clarence
Mann
- •
- Kenneth A. Skopec
Omnibus Incentive Plan
Amendment
Increase from 1,000,000 to 2,500,000 the total number of shares of Company common stock that may be utilized for awards under the Omnibus Incentive Plan
When used in this document or other public shareholder communications, in filings with the Securities and Exchange Commission, or in oral statements made with the approval of an authorized executive officer, the words or phrases "believe," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to the Company's future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.
Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) expected cost savings and synergies from the recently completed merger of MB Financial and MidCity Financial with the Company might not be realized within the expected time frame; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs; (3) changes in management's estimate of the adequacy of the allowance for loan losses; (4) changes in management's valuation of the Company's interest only receivables; (5) competitive pressures among depository institutions; (6) interest rate movements and their impact on customer behavior and the Company's net interest margin; (7) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (8) the Company's ability to adapt successfully to technological changes to meet customers' needs and developments in the market place; (9) the Company's ability to access cost-effective funding; (10) changes in financial markets and general economic conditions; (11) new legislation or regulatory changes; and (12) changes in accounting principles, policies or guidelines.
The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
- •
- Where
we were
- •
- Where
we are
- •
- The future
| |
March 2001 |
|||
|---|---|---|---|---|
| Banks | 6 | |||
| Branches | 38 | |||
| Assets (billions) | $ | 3.3 | ||
| EPS—quarter | $ | 0.41 | ||
| EPS—year (TTM) | $ | 1.53 | ||
| Return on equity | 10.54 | % | ||
| Stock price (per share) | $ | 17.25 | ||
| Market capitalization (million) | $ | 304.7 | ||
Where were we one year ago?
- •
- Mid-City
National Bank of Chicago
- •
- First
National Bank of Morton Grove
- •
- Manufacturers
Bank
- •
- First
National Bank of Elmhurst
- •
- First
Savings and Loan of South Holland
- •
- Abrams
Centre National Bank
- •
- Union Bank and Trust Company
Where were we one year ago?
- •
- Big
enough to serve you. Small enough to know you.
- •
- We'll get it done!
Where were we one year ago?
Deposit Market Share—Cook County, IL
As of June 30, 2001
| Rank |
Institution |
Type |
Branch Count |
Deposits ($000) |
Market Share (%) |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Bank One Corp. (IL) | Bank | 149 | 29,459,185 | 20.60 | |||||
| 2 | ABN AMRO North America Inc. (IL) | Bank | 129 | 23,122,409 | 16.17 | |||||
| 3 | Bank of Montreal | Bank | 88 | 11,749,691 | 8.22 | |||||
| 4 | Northern Trust Corp. (IL) | Bank | 10 | 8,129,114 | 5.68 | |||||
| 5 | Citigroup Inc. (NY) | Bank | 44 | 6,616,199 | 4.63 | |||||
| 6 | Charter One Financial (OH) | Bank | 70 | 5,062,990 | 3.54 | |||||
| 7 | Fifth Third Bancorp (OH) | Bank | 33 | 2,971,746 | 2.08 | |||||
| 8 | Bank of America Corp. (NC) | Bank | 2 | 2,585,777 | 1.81 | |||||
| 9 | Corus Bankshares Inc. (IL) | Bank | 14 | 2,242,604 | 1.57 | |||||
| 10 | MAF Bancorp Inc. (IL) | Thrift | 19 | 2,186,312 | 1.53 | |||||
| 11 | FBOP Corp. (IL) | Bank | 21 | 1,821,970 | 1.27 | |||||
| 12 | Taylor Capital Group, Inc. (IL) | Bank | 13 | 1,737,297 | 1.21 | |||||
| 13 | TCF Financial Corp. (MN) | Bank | 114 | 1,733,149 | 1.21 | |||||
| 14 | U.S. Bancorp (MN) | Bank | 31 | 1,384,577 | 0.97 | |||||
| 15 | MB Financial Inc. (IL) | Bank | 16 | 1,291,945 | 0.90 | |||||
| 16 | First Midwest Bancorp Inc. (IL) | Bank | 18 | 1,178,829 | 0.82 | |||||
| 17 | Parkway Bancorp, Inc. (IL) | Bank | 15 | 1,110,173 | 0.78 | |||||
| 18 | MidCity Financial Corp. (IL) | Bank | 18 | 1,098,336 | 0.77 | |||||
| 19 | Hershenhorn Bancorp., Inc. (IL) | Bank | 2 | 1,095,991 | 0.77 | |||||
| 20 | Popular Inc. (PR) | Bank | 20 | 1,066,624 | 0.75 |
Source: SNL Datasource 3.0 as of April 4, 2001.
Where are we today?
| |
March 2001 |
March 2002 |
|||||
|---|---|---|---|---|---|---|---|
| Banks | 6 | 3 | |||||
| Branches | 38 | 41 | * | ||||
| Assets (billions) | $ | 3.3 | $ | 3.7 | * | ||
| EPS—quarter | $ | 0.41 | $ | 0.58 | |||
| EPS—year (TTM) | $ | 1.53 | $ | 1.77 | |||
| Return on equity | 10.54 | % | 14.03 | % | |||
| Stock price (per share) | $ | 17.25 | $ | 29.95 | |||
| Market capitalization (million) | $ | 304.7 | $ | 526.0 | |||
- *
- Includes First Lincolnwood Corp.
Where are we today?
| |
March 2002 |
||
|---|---|---|---|
| Loans | +11.6 | % | |
| Deposits | +8.3 | % | |
| Fee income (exluding security gains) | +40.9 | % | |
| Non-interest expense | +1.3 | % |
Where are we today?
experience. the difference
Where are we today?
Deposit Market Share—Cook County, IL
As of June 30, 2001
| Rank |
Institution |
Type |
Branch Count |
Deposits ($000) |
Market Share (%) |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Bank One Corp. (IL) | Bank | 149 | 29,459,185 | 20.60 | |||||
| 2 | ABN AMRO North America Inc. (IL) | Bank | 129 | 23,122,409 | 16.17 | |||||
| 3 | Bank of Montreal | Bank | 88 | 11,749,691 | 8.22 | |||||
| 4 | Northern Trust Corp. (IL) | Bank | 10 | 8,129,114 | 5.68 | |||||
| 5 | Citigroup Inc. (NY) | Bank | 44 | 6,616,199 | 4.63 | |||||
| 6 | Charter One Financial (OH) | Bank | 70 | 5,062,990 | 3.54 | |||||
| 7 | Fifth Third Bancorp (OH) | Bank | 33 | 2,971,746 | 2.08 | |||||
| 8 | Bank of America Corp. (NC) | Bank | 2 | 2,585,777 | 1.81 | |||||
| 9 | MB Financial Inc. (IL) | Bank | 34 | 2,574,281 | 1.80 | |||||
| 10 | Corus Bankshares Inc. (IL) | Bank | 14 | 2,242,604 | 1.57 | |||||
| 11 | MAF Bancorp Inc. (IL) | Thrift | 19 | 2,186,312 | 1.53 | |||||
| 12 | FBOP Corp. (IL) | Bank | 21 | 1,821,970 | 1.27 | |||||
| 13 | Taylor Capital Group, Inc. (IL) | Bank | 13 | 1,737,297 | 1.21 | |||||
| 14 | TCF Financial Corp. (MN) | Bank | 114 | 1,733,149 | 1.21 | |||||
| 15 | U.S. Bancorp (MN) | Bank | 31 | 1,384,577 | 0.97 | |||||
| 16 | First Midwest Bancorp Inc. (IL) | Bank | 18 | 1,178,829 | 0.82 | |||||
| 17 | Parkway Bancorp, Inc. (IL) | Bank | 15 | 1,110,173 | 0.78 | |||||
| 18 | Hershenhorn Bancorp., Inc. (IL) | Bank | 2 | 1,095,991 | 0.77 | |||||
| 19 | Popular Inc. (PR) | Bank | 20 | 1,066,624 | 0.75 | |||||
| 20 | Metropolitan Bank Group, Inc. (IL) | Bank | 40 | 1,003,340 | 0.70 |
Note: MBFI statistics include First National Bank of Lincolnwood.
- •
- Commercial
Banking
- •
- Retail
Banking
- •
- Wealth
Management
- •
- Lease Banking/Leasing
- •
- Mid-market
business financing
- •
- Cash
management
- •
- Real
estate investor, construction, developer financing
- •
- Long-term
health care financing
- •
- Korean banking
- •
- Consumer
and small business deposit services
- •
- Consumer and small business credit services
- •
- Trust
and fiduciary services
- •
- Asset
management
- •
- Custody
services
- •
- Investment
services
- •
- Starker
exchange trusts
- •
- Land
trust
- •
- Guardianship
- •
- Retirement
plan services
- •
- Insurance services
- •
- Complete
banking services for equipment lessors located throughout the country
- •
- Portfolio of owned equipment leased to others
- •
- Continue
to grow all four business lines
- •
- Continue
to grow company with focus of growth in the Chicago metropolitan area
- •
- Be
the premier middle market bank
- •
- Build on our past successes
MBFI Stock Price
Compared to Nasdaq and Nasdaq Bank Index
MBFI Stock Price
Compared to Nasdaq and Nasdaq Bank Index
Announcement of
Election Results
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.
| MB FINANCIAL, INC. | ||||||
Date: |
May 15, 2002 |
By: |
/s/ JILL E. YORK |
|||
Jill E. York, Vice President and Chief Financial Officer |
Annual Meeting of Stockholders May 15, 2002
Annual Meeting of Stockholders Introduction E.M. Bakwin, Chairman
Annual Meeting of Stockholders Introduction Mitchell Feiger, President & CEO
Meeting Agenda
Stockholder Voting
Election of Directors
Omnibus Incentive Plan Amendment
Presentation
Forward Looking Statements
Presentation
Where were we one year ago?
Tag Lines
Deposit Market Share—Cook County, IL As of June 30, 2001
Deposit Market Share—Cook County, IL As of June 30, 2001
But we are even more...
Commercial Banking
Retail Banking
Chicago area map
Oklahoma City area map
Dallas area map
Wealth Management
Lease Banking/Leasing
The future?
MBFI Stock Price
MBFI Stock Price Compared to Nasdaq and Nasdaq Bank Index
MBFI Stock Price Compared to Nasdaq and Nasdaq Bank Index
Open Discussion
Announcement of Election Results
SIGNATURES