SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2001
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-24566-01
MB FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland |
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36-4460265 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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801 West Madison Street, Chicago, Illinois |
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60607 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrants telephone number, including area code: (773) 645-7866
Securities registered pursuant to Section 12(b) of the Act: None
Title of Each Class |
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Name of Each Exchange on Which Registered |
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share |
(Title of Class) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
The aggregate market value of the voting shares held by nonaffiliates of the Registrant was $353,039,086 as of March 20, 2002. Solely for the purpose of this computation, it has been assumed that executive officers and directors of the Registrant are affiliates.
There were issued and outstanding 17,550,736 shares of the Registrants common stock as of March 20, 2002.
DOCUMENTS INCORPORATED BY REFERENCE:
Document |
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Part of Form 10-K |
Portions
of the definitive Proxy Statement to |
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Part III |
The following table sets forth selected quarterly financial data restated to reflect the merger of MB Financial and MidCity Financial with and into the Company, which is being accounted for as a pooling of interests (in thousands, except common share data):
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Three Months Ended 2001 |
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Three Months Ended 2000 |
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December(1) |
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September |
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June |
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March |
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December |
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September |
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June |
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March |
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Statement of Income Data: |
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Interest Income |
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$ |
53,631 |
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$ |
57,310 |
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$ |
58,027 |
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$ |
58,288 |
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$ |
59,992 |
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$ |
58,605 |
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$ |
55,561 |
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$ |
53,830 |
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Interest expense |
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22,019 |
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27,149 |
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30,626 |
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32,088 |
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33,234 |
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32,009 |
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28,856 |
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27,128 |
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Net interest income |
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31,612 |
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30,161 |
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27,401 |
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26,200 |
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26,758 |
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26,596 |
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26,705 |
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26,702 |
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Provision for loan losses |
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3,011 |
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1,870 |
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1,260 |
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760 |
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1,963 |
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2,073 |
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2,109 |
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2,018 |
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Net interest
income after |
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28,601 |
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28,291 |
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26,141 |
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25,440 |
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24,795 |
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24,523 |
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24,596 |
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24,684 |
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Other income |
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6,796 |
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5,946 |
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7,061 |
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6,393 |
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4,949 |
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5,097 |
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5,149 |
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5,253 |
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Other expense |
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44,333 |
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22,267 |
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21,668 |
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20,821 |
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20,177 |
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21,503 |
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20,986 |
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21,233 |
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Income (loss) before income taxes |
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(8,936 |
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11,970 |
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11,534 |
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11,012 |
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9,567 |
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8,117 |
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8,759 |
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8,704 |
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Income taxes |
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1,274 |
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4,259 |
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3,996 |
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3,688 |
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2,372 |
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1,684 |
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2,017 |
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2,113 |
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Net income (loss) |
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$ |
(10,210 |
) |
$ |
7,711 |
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$ |
7,538 |
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$ |
7,324 |
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$ |
7,195 |
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$ |
6,433 |
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$ |
6,742 |
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$ |
6,591 |
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Common Share Data(2): |
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Basic earnings
(loss) per |
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$ |
(0.59 |
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$ |
0.44 |
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$ |
0.43 |
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$ |
0.42 |
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$ |
0.41 |
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$ |
0.37 |
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$ |
0.38 |
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$ |
0.37 |
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Diluted earnings
(loss) per |
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$ |
(0.59 |
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$ |
0.43 |
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$ |
0.42 |
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$ |
0.41 |
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$ |
0.41 |
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$ |
0.36 |
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$ |
0.38 |
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$ |
0.37 |
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Weighted average
common |
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17,439,211 |
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17,595,327 |
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17,606,797 |
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17,607,365 |
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17,607,365 |
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17,607,365 |
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17,607,365 |
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17,607,365 |
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Diluted weighted
average |
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17,439,211 |
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17,971,952 |
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17,883,647 |
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17,695,425 |
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17,607,922 |
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17,649,212 |
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17,617,162 |
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17,607,365 |
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(1) Other expense includes expenses totaling $22.7 million ($19.2 million net of the related tax benefit) incurred due to the MB-MidCity merger.
(2) For all quarters presented, common share data includes MidCity Financial common stock converted to Company common stock at an exchange ratio of 230.32955 to 1 and MB Financial common stock converted to Company common stock at an exchange ratio of 1 to 1
(3) For the three months ended December 31, 2001, basic earnings per common share and diluted earnings per common share were $0.52 and $0.50, respectively, excluding the impact of merger expenses totaling $19.2 million net of the related tax benefit incurred due to the MB-MidCity merger.
Fourth Quarter Results
The Company incurred a net loss of $10.2 million in the fourth quarter of 2001 compared to net income of $7.2 million in 2000. Excluding merger expenses, net income would have been $9.0 million in the fourth quarter of 2001, an increase of 24.6% compared to $7.2 million for the fourth quarter of 2000. Net interest income was $31.6 million for the three months ended December 31, 2001 compared to $26.8 million for the three months ended December 31, 2000, an increase of 17.9%. Net interest income increased due to growth in the Companys average interest earning assets, as well as interest-bearing liabilities repricing at a faster pace than interest earning assets in the current interest rate environment.
In the fourth quarter of 2001, $3.0 million was added to the allowance for loan losses due to increased net charge-offs during the quarter resulting from the charge-off of $2.8 million in loans to two commercial customers.
Other income increased $1.8 million (35.5%) to $6.7 million for the quarter ended December 31, 2001 from $4.9 million for the same period in 2000. The majority of the increase came from growth in loan service fees, deposit service fees, trust and brokerage fees and net lease financing of $514 thousand, $446 thousand, $268 thousand and $246 thousand, respectively.
1
MB FINANCIAL, INC. & SUBSIDIARIES
December 31, 2001 and 2000
(Amounts in thousands, except share data)
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2001 |
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2000 |
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ASSETS |
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Cash and due from banks |
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$ |
106,572 |
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$ |
92,652 |
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Interest bearing deposits with banks |
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4,408 |
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9,172 |
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Federal funds sold |
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19,500 |
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29,775 |
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Investment securities available for sale |
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843,286 |
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290,135 |
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Investment securities held to maturity, at amortized cost (fair value of $661,979 at December 31, 2000) |
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660,311 |
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Loans (net of allowance for loan losses of $27,500 at December 31, 2001 and $26,836 at December 31, 2000) |
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2,276,591 |
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1,990,514 |
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Lease investments, net |
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56,115 |
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45,344 |
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Interest only securities |
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8,580 |
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10,538 |
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Premises and equipment, net |
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49,308 |
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49,492 |
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Cash surrender value of life insurance |
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33,890 |
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31,703 |
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Intangibles, net |
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34,826 |
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31,125 |
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Other assets |
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32,777 |
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46,590 |
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Total assets |
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$ |
3,465,853 |
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$ |
3,287,351 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Liabilities |
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Deposits: |
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Noninterest bearing |
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$ |
473,624 |
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$ |
434,576 |
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Interest bearing |
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2,348,102 |
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2,204,819 |
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Total deposits |
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2,821,726 |
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2,639,395 |
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Short-term borrowings |
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243,282 |
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294,801 |
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Long-term borrowings |
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58,980 |
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43,596 |
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Accrued expenses and other liabilities |
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48,277 |
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32,253 |
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Total liabilities |
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3,172,265 |
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3,010,045 |
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Stockholders Equity: |
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Common stock ($.01 par value; authorized 40,000,000 shares; issued 17,486,924 shares at December 31, 2001, and 18,527,071 at December 31, 2000) |
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175 |
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186 |
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Additional paid-in capital |
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63,104 |
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75,593 |
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Retained earnings |
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219,424 |
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211,871 |
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Accumulated other comprehensive income (loss) |
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10,885 |
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(1,750 |
) |
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Less: 919,705 shares of treasury stock, at cost, at December 31, 2000 |
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(8,594 |
) |
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Total stockholders equity |
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293,588 |
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277,306 |
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Total liabilities and stockholders equity |
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$ |
3,465,853 |
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$ |
3,287,351 |
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See Accompanying Notes to Consolidated Financial Statements.
2
Pursuant to the requirements of Section 13 or 15 (d) 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.
(registrant)
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By: |
/s/ MITCHELL FEIGER |
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Mitchell Feiger |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
Date: April 12, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
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Title |
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/s/ Mitchell Feiger |
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Director, President and Chief Executive Officer |
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Mitchell Feiger |
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(Principal Executive Officer), April 12, 2002 |
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/s/ Jill E. York |
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Vice President and Chief Financial Officer |
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Jill E. York |
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(Principal Financial Officer and Principal Accounting Officer), April 12, 2002 |
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/s/ E.M. Bakwin * |
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Director |
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) April 12, 2002 |
E.M. Bakwin |
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) |
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/s/ Robert S. Engelman, Jr. * |
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Director |
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Robert S. Engelman, Jr. |
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) |
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/s/ Alfred Feiger * |
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Director |
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Alfred Feiger |
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) |
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/s/ Burton J. Field * |
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Director |
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Burton J. Field |
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) |
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) |
/s/ Lawrence E. Gilford * |
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Director |
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Lawrence E. Gilford |
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) |
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) |
/s/ Richard I. Gilford * |
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Director |
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) |
Richard I. Gilford |
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) |
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) |
/s/ James N. Hallene * |
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Director |
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James N. Hallene |
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) |
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/s/ Thomas H. Harvey * |
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Director |
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Thomas H. Harvey |
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) |
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/s/ Patrick Henry * |
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Director |
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Patrick Henry |
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) |
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/s/ Leslie S. Hindman * |
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Director |
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) |
Leslie S. Hindman |
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) |
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/s/ Richard J. Holmstrom * |
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Director |
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) |
Richard J. Holmstrom |
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) |
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) |
/s/ David L. Husman * |
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Director |
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David L. Husman |
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) |
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/s/ Clarence Mann * |
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Director |
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Clarence Mann |
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) |
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/s/ Ronald D. Santo * |
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Director |
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Ronald D. Santo |
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) |
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/s/ Eugene Sawyer * |
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Director |
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Eugene Sawyer |
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) |
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/s/ Kenneth A. Skopec * |
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Director |
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Kenneth A. Skopec |
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*By: /s/ Mitchell Feiger |
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Individually and Attorney-in-Fact |
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3