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Midwest Banc Holdings 8-K 2009

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Ex-99.2
  4. Ex-99.2
f8k_120309.htm
 



UNITED STATES
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):  December 3, 2009
 
MIDWEST BANC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
001-13735
(Commission File Number)
 
Delaware
36-3252484
(State or other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

 
501 West North Avenue
Melrose Park, Illinois 60160
 
(Address of Principal Executive Offices)
 
(708) 865-1053
(Registrant’s Telephone Number, Including Area Code)
 
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:
 
 
ý
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 (17 CFR 240.13e-4(c))
 
 

 
Item 8.01.  Other Events.
 
On December 3, 2009, Midwest Banc Holdings, Inc. (the “Company”) announced that in connection with its previously announced Capital Plan, it was commencing an offer to exchange newly issued shares of its common stock for any and all outstanding Depositary Shares, $25.00 liquidation amount per share, each representing a 1/100th fractional interest in a share of the Company’s Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock.
 
Attached as Exhibit 99.1 is a copy of the Company’s press release, which is incorporated herein by reference.  Attached as Exhibit 99.2 is text from the website being maintained at http://www.morrowco.com/midwest.htm disclosing certain indicative information concerning the exchange offer.
 

 
 

 

 
Item 9.01.  Financial Statements and Exhibits.
 
(d)           Exhibits
 
 
Exhibit
 
Description of Exhibit
 
 
99.1
 
 
Press release dated December 3, 2009.
  99.2   Text of website disclosing certain indicative information concerning the exchange offer.

 
2

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
MIDWEST BANC HOLDINGS, INC.>
 
 
       
Date:  December 3, 2009
By:
/s/JoAnn Sannasardo Lilek  
    JoAnn Sannasardo Lilek  
    Executive Vice President and Chief Financial Officer  
       
 
 
3

 
INDEX TO EXHIBITS 
 
 
Exhibit
 
Description of Exhibit
 
99.1
 
 
Press release dated December 3, 2009.
99.2   Text of website disclosing certain indicative information concerning the exchange offer.

 
4
 
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