-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pat6EOqp7Nj8XRifUZjuaQjWmmQ30WEdqW9ka5177473kzClqwfAGv0+VxndMg7x M/nrGca76X/dyupHwNFdXg== 0000912057-01-540295.txt : 20020411 0000912057-01-540295.hdr.sgml : 20020411 ACCESSION NUMBER: 0000912057-01-540295 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MB FINANCIAL INC /MD CENTRAL INDEX KEY: 0001139812 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 363132116 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62233 FILM NUMBER: 1794723 BUSINESS ADDRESS: STREET 1: 801 WEST MADISON STREET CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 3124217600 MAIL ADDRESS: STREET 1: 1200 NORTH ASHLAND AVENUE CITY: CHICAGO STATE: IL ZIP: 60622 FORMER COMPANY: FORMER CONFORMED NAME: MB FINANCIAL INC/IL DATE OF NAME CHANGE: 20011113 FORMER COMPANY: FORMER CONFORMED NAME: MB MIDCITY INC DATE OF NAME CHANGE: 20010502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAKWIN E M CENTRAL INDEX KEY: 0001162399 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O MB FINANCIAL INC STREET 2: 801 WEST MADISON ST CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 3124217600 MAIL ADDRESS: STREET 1: C/O MB FINANCIAL INC STREET 2: 801 WEST MADISON ST CITY: CHICAGO STATE: IL ZIP: 60607 SC 13D 1 a2064077zsc13d.htm SCHEDULE 13D Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

MB FINANCIAL, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

55264U108
(CUSIP Number of Class of Securities)

Mitchell Feiger
President and Chief Executive Officer
MB Financial, Inc.
801 West Madison Street
Chicago, Illinois 60607
(312) 421-7600
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)

Copy to:

Leland E. Hutchinson, Esq.
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600

November 6, 2001
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box / /.


Schedule 13D

CUSIP No. 55264U108

1.   NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

E. M. Bakwin

 
 
 
 
 
 
 
2.   CHECK THE APPROPRIATE BOX IF A   (a)   / /
    MEMBER OF A GROUP   (b)   /x/

 
 
 
 
 
 
 
3.   SEC USE ONLY        

 
 
 
 
 
 
 
4.   SOURCE OF FUNDS

OO		        

 
 
 
 
 
 
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 
 
 
 
 
 
 
6.   CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 
 
 
 
 
 
 
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH PERSON WITH		   7.   SOLE VOTING POWER—
1,516,720
       
        8.   SHARED VOTING POWER—
427,491

 
 
 
 
 
 
 
       
        9.   SOLE DISPOSITIVE POWER—
1,516,720

 
 
 
 
 
 
 
       
        10.   SHARED DISPOSITIVE POWER—427,491

 
 
 
 
 
 
 
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,944,211

 
 
 
 
 
 
 
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 
 
 
 
 
 
 
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)

11.0%

 
 
 
 
 
 
 
14.   TYPE OF REPORTING PERSON—IN

 
 
 
 
 
 
 

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Item 1. Security and Issuer.

    This Statement on Schedule 13D relates to shares of common stock ("Issuer Shares"), par value $0.01, of MB Financial, Inc., a Maryland corporation ("Issuer"). Issuer's principal executive offices are located at 801 West Madison Street, Chicago, Illinois 60607.


Item 2. Identity and Background.

    This Statement on Schedule 13D is being filed by E. M. Bakwin.

    Mr. Bakwin, a citizen of the United States of America, is Chairman of Issuer. Mr. Bakwin has his business address at MB Financial, Inc., 801 West Madison Street, Chicago, Illinois 60607.

    During the last five years Mr. Bakwin has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in, or was subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.


Item 3. Source and Amount of Funds or Other Consideration.

    The Issuer Shares to which this Schedule 13D relates were acquired in connection with the merger of MidCity Financial Corporation, a Delaware corporation, and MB Financial, Inc., a Delaware corporation, with and into MB Financial, Inc. (f/k/a MB-MidCity, Inc.), a Maryland corporation on November 6, 2001 (the "Merger"). Pursuant to the Merger, the shares of MidCity Financial Corporation previously beneficially owned by Mr. Bakwin were converted into the Issuer Shares to which this Schedule 13D relates.


Item 4. Purpose of Transaction.

    Mr. Bakwin acquired the shares in connection with the Merger discussed in Item 3 above.

    In addition, Mr. Bakwin may, from time to time, purchase or sell additional Issuer Shares in open market or privately negotiated transactions. In determining whether to purchase or sell additional shares, Mr. Bakwin intends to consider and review various factors on a continuous basis, including the Issuer's financial condition, business prospects, other developments concerning the Issuer, the price and availability of Issuer Shares, other investment and business opportunities available to Mr. Bakwin, and general economic and stock market conditions.

    Except as set forth in this Item 4, Mr. Bakwin has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 under Schedule 13D of the Exchange Act. Mr. Bakwin reserves the right to change his plans and intentions at any time, as he deems appropriate.


Item 5. Interest in Securities of the Company.

    (a) The aggregate number and percentage of Issuer Shares to which this Statement relates is 1,944,211 shares, representing 11.0% of the issued and outstanding Issuer Shares.

    (b) As of the date of this filing, Mr. Bakwin has the sole power to vote (or to direct the vote) and to dispose (or to direct the disposition) of 1,516,720 Issuer Shares and shares the power to vote (or to direct the vote) and to dispose (or to direct the disposition) of 427,491 Issuer Shares with certain members of his family and co-trustees of certain trusts that own those shares.

    (c) No transactions in Issuer's Shares have been effected during the past 60 days by Mr. Bakwin other than pursuant to the Merger.

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    (d) Certain trusts of which Mr. Bakwin is the trustee and certain relatives of Mr. Bakwin have the rights to: (i) receive dividends from, (ii) direct the receipt of dividends from, (iii) receive proceeds from the sale of, and (iv) direct the receipt of proceeds from the sale of Issuer Shares. However, none of these trusts or relatives have interests that relate to more than five percent of the issued and outstanding Issuer Shares.

    (e) N/A


Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Company.

    The only contract, arrangement, understanding or relationship of the type described in Item 6 of Schedule 13D under the Exchange Act is the Affiliate Letter Agreement dated as of April 19, 2001, among Mr. Bakwin, the Issuer (as successor to MB Financial, Inc., a Delaware corporation, and MidCity Financial Corporation, a Delaware corporation) entered into in connection with the Merger.

    Except for the Affiliate Letter Agreement, Mr. Bakwin is not a party to any contract, arrangement, understanding or relationship with any person with respect to Issuer Shares, including, but not limited to, transfer or voting of securities, finder's fees, joint ventures, loan agreements, option agreements, guarantees of profits, divisions of profits or losses or the giving or withholding of proxies.


Item 7. Material to be Filed as Exhibits.

    1.
    Affiliate Letter Agreement

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SIGNATURES

    After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: November 16, 2001   /s/ E. M. BAKWIN   
   
    E. M. Bakwin


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Schedule 13D
SIGNATURES
 EX-1 3 a2064077zex-1.htm AFFILIAE LETTER AGRMNT. Prepared by MERRILL CORPORATION

April 19, 2001

MidCity Financial Corporation
801 W. Madison Street
Chicago, Illinois 60607

MB Financial, Inc.
1200 North Ashland Avenue
Chicago, Illinois 60622

Ladies and Gentlemen:

    I have been advised that I may be deemed to be, but do not admit that I am, an "affiliate" of MidCity Financial Corporation, a Delaware corporation ("MidCity"), as that term is defined in Rule 145 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and/or SEC Accounting Series Releases 130 and 135. I understand that pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of April 19, 2001 (the "Agreement"), between MidCity and MB Financial, Inc., a Delaware corporation ("MB"), it is provided that MidCity and MB will form a new Maryland corporation ("NewCo") into which both MidCity and MB will be merged (the "Transaction"). I further understand that each share of the common stock of MidCity ("MidCity Common Stock") will be exchanged for 230.32955 shares of the common stock of NewCo ("NewCo Common Stock") and each share of the common stock of MB ("MB Common Stock") will be exchanged for one share of NewCo Common Stock. I have been advised that the Transaction is intended to be accounted for under the pooling-of-interests accounting method.

    I have carefully read this letter and reviewed the Agreement and discussed the requirements of each and the other applicable limitations upon my ability to sell, transfer, or otherwise dispose of MidCity Common Stock, MB Common Stock and NewCo Common Stock, to the extent I felt necessary, with my counsel or counsel for MidCity.

    I represent and warrant to and covenant with MidCity, MB and NewCo that in the event I receive any shares of NewCo Common Stock as a result of the Transaction:

    1.
    I shall not make any sale, transfer, or other disposition of such shares of NewCo Common Stock unless (i) such sale, transfer or other disposition has been registered under the Securities Act, (ii) such sale, transfer or other disposition is made in conformity with the provisions of Rule 145 under the Securities Act (as such rule may be amended from time to time), or (iii) in the opinion of counsel in form and substance reasonably satisfactory to NewCo, or under a "no-action" letter obtained by me from the staff of the SEC, such sale, transfer or other disposition will not violate or is otherwise exempt from registration under the Securities Act.

    2.
    I understand that NewCo will be under no obligation to register the sale, transfer or other disposition of shares of NewCo Common Stock by me or on my behalf under the Securities Act or to take any other action necessary in order to make compliance with an exemption from such registration available.

    3.
    I understand that stop transfer instructions will be given to NewCo's transfer agent with respect to shares of NewCo Common Stock issued to me as a result of the Transaction and

      that there will be placed on the certificates for such shares, or any substitutions therefor, a legend stating in substance:

        "The shares represented by this certificate were issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The shares represented by this certificate may be transferred only in accordance with the terms of a letter agreement, dated April 19, 2001, among the registered holder hereof and MB Financial, Inc. and MidCity Financial Corporation, a copy of which agreement is on file at the principal offices of MB Financial, Inc."

    4.
    I understand that, unless transfer by me of the shares of NewCo Common Stock issued to me as a result of the Transaction has been registered under the Securities Act or such transfer is made in conformity with the provisions of Rule 145(d) under the Securities Act, NewCo reserves the right, in its sole discretion, to place the following legend on the certificates issued to my transferee:

        "The shares represented by this certificate have not been registered under the Securities Act of 1933 and were acquired from a person who received such shares in a transaction to which Rule 145 under the Securities Act of 1933 applies. The shares have been acquired by the holder not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 and may not be offered, sold, pledged or otherwise transferred except in accordance with an exemption from the registration requirements of the Securities Act of 1933."

    It is understood and agreed that the legends set forth in paragraphs (3) and (4) above shall be removed by delivery of substitute certificates without such legends if I shall have delivered to NewCo (i) a copy of a "no action" letter from the staff of the SEC or an opinion of counsel, in form and substance reasonably satisfactory to NewCo, to the effect that such legend is not required for purposes of the Securities Act, or (ii) evidence or representations satisfactory to NewCo that the shares of NewCo Common Stock represented by such certificates are being or have been sold in conformity with the provisions of Rule 145(d).

    I further represent and warrant to and covenant with MidCity and MB that I will not sell, transfer or otherwise dispose of, or reduce my risk relative to, any shares of MidCity Common Stock or MB Common Stock during the 30-day period prior to the effective date of the Transaction and that I will not sell, transfer or otherwise dispose of, or reduce my risk relative to, any shares of NewCo Common Stock during the period commencing on the effective date of the Transaction and ending at such time as NewCo notifies me that results covering at least 30 days of combined operations of MidCity and MB after the Transaction have been published by NewCo.

    I further understand and agree that this letter agreement shall apply to all shares of MidCity Common Stock, MB Common Stock and NewCo Common Stock that I am deemed to beneficially own pursuant to applicable federal securities law.

    I also agree that if MidCity, MB or NewCo advises me in writing that additional restrictions apply to my ability to sell, transfer, or otherwise dispose of MidCity Common Stock, MB Common Stock or NewCo Common Stock in order for the Transaction to be accounted for as a pooling-of-interests, I will abide by such restrictions.

    Very truly yours,

 
 
/s/ E. M. BAKWIN   
Name: E. M. Bakwin

Accepted this 19th day of
April, 2001.

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MidCity Financial Corporation


By:
 
/s/ KENNETH A. SKOPEC   
 
 
   
   
Name:   Kenneth A. Skopec    
Title:   President    

MB Financial, Inc.


By:
 
/s/ MITCHELL FEIGER   
 
 
   
   
Name:   Mitchell Feiger    
Title:   President anc Chief Executive Officer
 		   

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