SC 13G 1 finalmidamerican0215026.txt SCHEDULE 13-G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* MAF BANCORP INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 55261R108 (CUSIP Number) DECEMBER 31, 2005 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 55261R108 1. Name of Reporting Persons. DELAWARE CHARTER GUARANTEE & TRUST COMPANY DBA PRINCIPAL TRUST COMPANY AS SUCCESSOR TRUSTEE FOR THE MIDAMERICA BANK, FSB EMPLOYEES' PROFIT SHARING PLAN AND THE MIDAMERICA BANK FSB, EMPLOYEE STOCK OWNERSHIP PLAN (COLLECTIVELY, THE "PLANS") I.R.S. Identification Nos. of above persons (entities only). 51-0099493 2. Check appropriate box if a Member of a Group (a) (b) 3. SEC use only 4. Citizenship or Place of Organization DELAWARE Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power 1,771,404 6. Shared Voting Power 0 7. Sole Dispositive Power 1,771,404 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially owned by Each Reporting Person 1,771,404 10. Check if Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 5.4% 12. Type of Reporting Person EP 2 ITEM 1. (a) Name of Issuer (b) Address of Issuer's Principal Executive Offices MAF BANCORP, INC. 55TH STREET & HOLMES AVENUE CLARENDON HILLS, IL 60514 ITEM 2. (a) Name of Person Filing DELAWARE CHARTER GUARANTEE & TRUST COMPANY DBA PRINCIPAL TRUST COMPANY AS SUCCESSOR TRUSTEE FOR THE MIDAMERICA BANK, FSB EMPLOYEES' PROFIT SHARING PLAN AND THE MIDAMERICA BANK FSB, EMPLOYEE STOCK OWNERSHIP PLAN (COLLECTIVELY, THE "PLANS") (b) Address of Principal Business Office or, if none., Residence 1013 CENTRE ROAD WILMINGTON, DELAWARE 19805 (c) Citizenship DELAWARE (d) Title of Class of Securities common stock, $0.01 par value (e) CUSIP Number 55261R108 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER PERSON FILING IS A: (f) X An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Delaware Charter & Guarantee Trust Company dba Principal Trust Company acts as successor trustee ("Trustee") for (i) the MidAmerica Bank, fsb Employees' Profit Sharing Plan ("Profit Sharing Plan") and (ii) the MidAmerica Bank, fsb Employees' Stock Ownership Plan the ("Stock Ownership Plan"), each of which is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). As of December 31, 2005, the 3 Profit Sharing Plan held 516,947 shares of the Issuer's common stock and the Stock Ownership Plan held 1,254,457 shares of the Issuer's common stock for an aggregate of 1,771,404 shares of the Issuer's common stock. The securities reported include all shares held of record by the Trustee as trustee of the Plans. (b) The 1,771,404 shares of common stock represent 5.4% of the Issuer's outstanding shares of common stock. The percent of class is based on shares outstanding as of December 31, 2005, as provided by the issuer. (c) (i) The Trustee holds sole power to vote or to direct the vote over all of the securities that are the subject of this Schedule 13G. (ii) The Trustee does not share power to vote or direct the vote over any of the securities that are the subject of this Schedule 13G. (iii) The Trustee holds sole power to dispose or direct the disposition of all of the securities that are the subject of this Schedule 13G. (iv) The Trustee does not share power to dispose or direct the disposition over any of the shares that are the subject of this Schedule 13G. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS: Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Participants in the Stock Ownership Plan and the Profit Sharing Plan have the right to direct the receipt of dividends on the shares held in the Plans that are allocated to their respective accounts. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable ITEM 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of having or influencing the control of 4 the issuer of the securities and are not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DELAWARE CHARTER GUARANTEE & TRUST COMPANY /s/ JILL SIMONDS -------------------------------------------- JILL SIMONDS DIRECTOR OF OPERATIONS FEBRUARY 14, 2005 5