Midwest Banc Holdings 8-K 2005
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 24, 2005
MIDWEST BANC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
501 W. NORTH AVENUE
MELROSE PARK, ILLINOIS 60160
(Address of principal executive offices)
(Registrants Telephone Number,
Including Area Code)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On October 24, 2005, the compensation committee of Midwest Banc Holdings, Inc. (Midwest), approved amendments to the form of Supplemental Executive Retirement Agreement entered into between Midwest and certain of its officers. These amendments were made in response to recent changes in the federal tax laws. Attached hereto as Exhibit 10.1 is a copy of the new form of the agreement and attached hereto as Exhibit 10.2 is a copy of the amendment that will be used to amend the existing form of the agreement.
The compensation committee also approved a restricted stock grant award agreement and notice relating to restricted stock grants to be made to newly elected directors of Midwest. A copy of these documents are attached hereto as Exhibit 10.3.
On October 25, 2005, the board of directors of Midwest Bank and Trust Company appointed Dennis M. Motyka, Executive Vice President and Retail Divison Head. Mr. Motykas responsibilities include the following areas: Consumer Lending, Marketing, Retail Banking, Retail Operations, Retail Sales and Small Business Lending.
Item 2.02. Results of Operations and Financial Condition.
On October 27, 2005, the Company announced its earnings results for the year and quarter ended September 30, 2005. Attached as Exhibit 99.1 is a copy of the press release relating to the Companys earnings results, which is incorporated herein by reference. Also, attached as Exhibit 99.2 is supplemental financial data on the Companys net interest margin for the quarter and nine months ended September 30, 2005 and 2004.
Note: the information in this report provided in item 2.02 (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
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.