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) November 16, 2001
MB FINANCIAL, INC.
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(Exact name of Registrant as specified in its Charter)
Maryland 0-24566-01 36-4460265
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
801 West Madison Street, Chicago, Illinois 60607
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773) 645-7866
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N/A
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
On November 6, 2001, each of MB Financial, Inc., a Delaware corporation
("MB Financial"), and MidCity Financial Corporation, a Delaware corporation
("MidCity Financial"), were merged with and into MB-MidCity, Inc., a Maryland
corporation (the "New Company"), with the New Company as the surviving company
and renamed MB Financial, Inc. upon completion of the merger. The consummation
of the merger was reported in the Current Report on Form 8-K filed by the New
Company on November 21, 2001.
Prior to the merger, McGladrey & Pullen LLP served as the independent
accountants for MB Financial and KPMG LLP served as the independent accountants
for MidCity Financial. On November 16, 2001, the New Company decided to engage
KPMG LLP as the principal accountants to audit the New Company's financial
statements. This decision was approved by the audit committee of the New
Company's Board of Directors. Both KPMG LLP and McGladrey & Pullen LLP were
advised of this decision on November 16, 2001.
The audit reports of McGladrey & Pullen LLP on MB Financial's consolidated
financial statements as of and for the years ended December 31, 2000 and 1999,
did not contain an adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles.
During MB Financial's fiscal years ended December 31, 2000 and 1999, and
from January 1, 2001 through November 16, 2001, there were no disagreements with
McGladrey & Pullen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of McGladrey & Pullen LLP,
would have caused them to make reference to the subject matter of the
disagreements in connection with their report.
The New Company requested that McGladrey & Pullen LLP furnish the New
Company with a letter, as promptly as possible, addressed to the Securities and
Exchange Commission, stating whether they agree with the statements in this Item
4, and if not, stating the respects in which they do not agree. This letter is
filed as Exhibit 16 to this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
16 Letter of McGladrey & Pullen LLP dated November 26, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
MB FINANCIAL, INC.
Date: November 26, 2001 By: /s/ Jill E. York
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Jill E. York, Vice President,
Treasurer and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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16 Letter of McGladrey & Pullen LLP