SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) February 8, 2001
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MB Financial, Inc.
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(Exact name of Registrant as Specified in Charter)
Delaware 0-24566 36-3895923
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1200 N. Ashland Avenue, Chicago, Illinois 60622
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (773)278-4040
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On February 8, 2001, MB Financial, Inc., and its subsidiaries,
Manufacturers National Corporation and Manufacturers Bank, and FSL Holdings,
Inc., and its subsidiary, First Savings & Loan Association of South Holland,
entered into an Agreement and Plan of Merger pursuant to which MB Financial,
Inc. will pay each shareholder of FSL Holdings, Inc. $165 a share for each
outstanding share held by such shareholder (for an aggregate consideration of
$41,305,275). The purchase price equates to approximately a 4.75% premium on
deposits. MB Financial expects the transaction to have no impact on earnings
until the fourth quarter of 2001 when it is expected to increase annual
earnings per share by $0.05 to $0.10.
A copy of the joint press release announcing execution of the Agreement and
Plan of Merger is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1. Joint Press Release of MB Financial, Inc., Manufacturers
National Corporation, Manufacturers Bank, FSL Holdings, Inc. and First Savings &
Loan Association of South Holland, dated February 9, 2001.
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.
MB FINANCIAL, INC.
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(Registrant)
Date February 8, 2001 By /s/ Mitchell Feiger
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Mitchell Feiger,
President and Chief Executive
Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Joint Press Release of MB Financial, Inc.,
Manufacturers National Corporation, Manufacturers Bank,
FSL Holdings, Inc., and First Savings & Loan
Association of South Holland dated February 9, 2001.