Send us Feedback

Midwest Banc Holdings (MBHI)
Analysis
SUMMARY
BULLS
BEARS
TOPICS
Data
DATA CENTRAL
STOCK CHART
OPERATING METRICS
REVENUE SOURCES
Financials
SEC FILINGS
BALANCE
INCOME
CASH FLOW

MBHI » Topics » Notice of Solicitation of Voting Instructions and a Special Meeting

This excerpt taken from the MBHI DEF 14A filed Dec 3, 2009.
Notice of Solicitation of Voting Instructions and a Special Meeting
 
To the holders of depositary shares representing shares of Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock of Midwest Banc Holdings, Inc.:
 
This proxy statement is being delivered to the holders of the depositary shares which represent a 1/100th interest in a share of Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock (the Depositary Shares) in connection with the solicitation on behalf of the board of directors of Voting Instructions (as defined below) from the holders of Depositary Shares. The board of directors is requesting that holders of our outstanding Depositary Shares as of the close of business on November 27, 2009 (the Record Date) grant their Voting Instructions with respect to the following proposed amendments to our amended and restated certificate of incorporation (the Certificate) and to the certificate of designation for the Series A Preferred Stock (as defined below), and to authorize the issuance of the Senior Preferred Stock (as defined below) to the USG (as defined below), in each case, that have been unanimously approved and declared advisable by the board of directors:
 
  •  to eliminate the requirement that:
 
  •  full dividends on all outstanding shares of the Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock (the Series A Preferred Stock) must have been declared and paid or declared and set aside for the then current dividend period before we may pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to our common stock or any other securities junior to the Series A Preferred Stock;
 
  •  if full dividends are not declared and paid in full on the Series A Preferred Stock, dividends with respect to all series of stock ranking equally with the Series A Preferred Stock will be declared on a proportional basis, such that no series is paid a greater percentage of its stated dividend than any other equally ranking series;
 
  •  a series of preferred stock ranking equally with the Series A Preferred Stock cannot be issued without the approval of holders of the Depositary Shares if the certificate of designation for such parity preferred stock will provide that the dividends on the parity preferred stock will cumulate; and
 
  •  no dividends shall be paid or declared on any particular series of preferred stock unless dividends are paid or declared pro rata on all shares of outstanding preferred stock which rank equally as to dividends with such particular series (collectively the Dividend Blocker Amendment).
 
  •  to eliminate the right of holders of Series A Preferred Stock to elect two directors if dividends have not been paid for six quarterly dividend periods, whether or not consecutive (the Director Amendment);
 
  •  to authorize the issuance to the United States Department of Treasury (USG) of shares of our preferred stock that will be senior to the Series A Preferred Stock (the Senior Preferred Stock) as to dividends, including cumulative dividend rights, and rights upon liquidation, wind-up and dissolution (the Preferred Stock Issuance and, together with the Dividend Blocker Amendment and the Director Amendment, the Preferred Stock Amendments); and
 
  •  to grant authority to IST to adjourn, postpone or continue the special meeting if necessary or appropriate to permit further solicitation of Voting Instructions if the Exchange Offer is extended or if there are not sufficient votes at the time of the special meeting to approve any of the Preferred Stock Amendments (the Adjournment Proposal, and together with the Preferred Stock Amendments, the Preferred Stock Proposals).
 
The effectiveness of any Preferred Stock Amendment is not conditioned on the approval of any other Preferred Stock Amendment.
 
We are soliciting your Voting Instructions in respect of the Depositary Shares representing Series A Preferred Stock that you held as of the close of business on November 27, 2009 (the Record Date).


5

Table of Contents

 
A special meeting of the holders of the Series A Preferred Stock will be held at the main office of Midwest, located at 501 West North Avenue, Melrose Park, Illinois 60160 on Thursday, January 14, 2010, at 10:00 a.m.
 
You are receiving these materials because you are the record owner of Depositary Shares. As a consequence, you have the authority to direct Illinois Stock Transfer Company, the depository for the Series A Preferred Stock (IST), how to vote the Series A Preferred Stock represented by your Depositary Shares at the special meeting. Only IST, as holder of the Series A Preferred Stock, may vote at the special meeting.
 
Even if holders of the Depositary Shares approve the Preferred Stock Amendments, the board of directors reserves the right to elect to abandon any of the Preferred Stock Amendments if it determines, in its sole discretion, that such Preferred Stock Amendment is no longer best interests of Midwest and its stockholders.
 
IST, in its capacity as depository, will vote, or cause to be voted, at the special meeting, the Series A Preferred Stock underlying the Depositary Shares in accordance with the instructions of the holders of record of the Depositary Shares given by means of the Tendering Voting Instruction or the Non-Tendering Voting Instruction contained in the Letter of Transmittal.
 
The board of directors has unanimously approved and declared advisable each of the Preferred Stock Proposals and unanimously recommends that you grant your Voting Instruction to approve each of the Dividend Blocker Amendment, the Director Amendment, the Preferred Stock Issuance and the Adjournment Proposal.
 
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki