Filed by MAF Bancorp, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: St. Francis Capital Corporation
(Commission File No: 0-21298)
ON JULY 22, 2003, MAF BANCORP, INC. ISSUED THE FOLLOWING NEWS RELEASE:
FOR IMMEDIATE RELEASE
---------------------
For: MAF Bancorp, Inc. Contact: Allen Koranda, Chairman and
55th Street & Holmes Avenue Chief Executive Officer
Clarendon Hills, IL 60514 Michael J. Janssen
Senior Vice President
(630) 325-7300
MAF BANCORP ANNOUNCES COMPLETION OF FIDELITY BANCORP MERGER
Clarendon Hills, Illinois, July 22, 2003 - MAF Bancorp, Inc. (NASDAQ: MAFB)
announced today that on July 21, 2003, it completed its merger with Fidelity
Bancorp, Inc., previously announced on December 17, 2002. As a result of the
merger, Fidelity Bancorp has been merged into MAF Bancorp, and Fidelity Federal
Savings Bank, a wholly-owned subsidiary of Fidelity Bancorp, has been merged
into Mid America Bank, a wholly-owned subsidiary of MAF Bancorp. Each share of
Fidelity Bancorp common stock was converted into the right to receive .89 shares
of MAF Bancorp common stock resulting in the issuance of approximately 2.8
million shares. The aggregate transaction value totaled approximately $114.1
million.
The acquisition of Fidelity provides MAF with five additional locations in its
Chicago region, including a new presence in the suburbs of Schaumburg and
Franklin Park. The data processing conversion is currently scheduled for the
weekend of August 9-10, 2003, after which time customers of Fidelity will be
able to take full advantage of Mid America's branch locations throughout
Chicago, along with a wide array of financial products and services. Raymond
Stolarczyk, Chairman and Chief Executive Officer of Fidelity Bancorp, will serve
as member of the Board of Directors of both MAF and Mid America.
On May 21, 2003, MAF also announced that it had agreed to acquire St. Francis
Capital Corporation in a transaction valued at approximately $264 million on the
date of announcement. St. Francis operates through 22 branch offices located
primarily in the Milwaukee, WI area. The companies currently expect the
transaction to close in the fourth quarter of 2003.
MAF, which is headquartered in Clarendon Hills, Illinois, has total assets and
deposits following the Fidelity merger of approximately $6.8 billion and $4.3
billion, respectively. Mid America operates a network of 43 retail banking
offices primarily in Chicago and its western suburbs. MAF's common stock is
traded on the Nasdaq Stock Market under the symbol MAFB.
Forward-Looking Information
---------------------------
Statements contained in this news release that are not historical facts
constitute forward-looking statements (within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended), which involve significant risks
and uncertainties. MAF intends such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of invoking these safe harbor provisions. These
forward-looking statements, which are based on certain assumptions and describe
future plans, strategies and expectations of MAF, are generally identifiable by
use of the words "believe," "expect," "intend," "anticipate," "estimate,"
"project," "plan," or similar expressions. MAF's ability to predict results or
the actual effect of future plans or strategies is inherently uncertain and
actual results may differ from those predicted. MAF undertakes no obligation to
update these forward-looking statements in the future.
Factors which could have a material adverse effect on operations and could
affect management's outlook or future prospects of MAF and its subsidiaries
include, but are not limited to, higher than expected costs or unanticipated
difficulties associated with the integration of Fidelity Bancorp into MAF,
difficulties or delays in completing the acquisition of St. Francis, higher than
expected costs related to the St. Francis transaction, unanticipated changes in
interest rates or flattening of the yield curve, deteriorating economic
conditions which could result in increased delinquencies in MAF's or St.
Francis' loan portfolio, changes in purchase accounting adjustments and/or
amortization periods relating to the St. Francis acquisition, legislative or
regulatory developments, monetary and fiscal policies of the U.S. Government,
including policies of the U.S. Treasury and the Federal Reserve Board, the
quality or composition of MAF's or St. Francis' loan or investment portfolios,
or further deterioration in the value of investment securities, demand for loan
products, secondary mortgage market conditions, deposit flows, competition,
demand for financial services and residential real estate in MAF's and St.
Francis' market area, unanticipated slowdowns in real estate lot sales or
problems in closing pending real estate contracts, delays in real estate
development projects, the possible short-term dilutive effect of other potential
acquisitions, if any, and changes in accounting principles, policies and
guidelines. These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements.
NOTE: The following notice is included to meet certain legal requirements.
-------------------------------------------------------------------------
MAF will be filing a registration statement containing a joint proxy
statement/prospectus and other documents regarding its proposed acquisition of
St. Francis with the Securities and Exchange Commission. MAF and St. Francis
shareholders are urged to read the proxy statement/prospectus when it becomes
available, because it will contain important information about MAF and St.
Francis, and the proposed transaction. When available, copies of this joint
proxy statement/prospectus will be mailed to MAF and St. Francis shareholders,
and it and other documents filed by MAF or St. Francis with the SEC may be
obtained free of charge at the SEC's web site at http://www.sec.gov, or by
directing a request to MAF at 55th Street & Holmes Avenue, Clarendon Hills, IL
60514 or St. Francis at 13400 Bishops Lane, Suite 350, Brookfield, Wisconsin
53005-6203.
MAF and St. Francis and their respective directors, executive officers and
certain other members of management and employees may be deemed to be
participants in the solicitation of proxies from the shareholders of MAF and St.
Francis in favor of the proposed merger. Information regarding such persons can
be found in MAF's and St. Francis' respective proxy statements, annual reports
on Form 10-K and quarterly reports on Form 10-Q filed with the SEC. Additional
information regarding the interests of such persons will also be set forth in
the joint proxy statement/prospectus when it is filed with the SEC.