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)
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Delaware
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36-3252484
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(State
or other Jurisdiction of Incorporation)
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(I.R.S.
Employer Identification No.)
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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:
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ý
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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
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99.1
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Press
release dated December 3, 2009.
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99.2
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Text
of website disclosing certain indicative information concerning the
exchange offer.
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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.
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MIDWEST
BANC HOLDINGS, INC.
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Date: December
3, 2009
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By:
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/s/JoAnn
Sannasardo Lilek
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JoAnn
Sannasardo Lilek
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Executive Vice President and Chief Financial Officer
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INDEX TO
EXHIBITS
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99.1
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Press
release dated December 3, 2009.
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99.2
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Text
of website disclosing certain indicative information concerning the
exchange offer.
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