- Filing of certain prospectuses and communications in connection with business combination transactions (425)

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): January 15, 2010

MIDWEST BANC HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

001-13735

(Commission File Number)


Delaware (State or other Jurisdiction of Incorporation)		36-3252484 (I.R.S. Employer Identification No.)

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:

þ		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events .

On January 15, 2010, Midwest Banc Holdings, Inc. (the “Company”) announced an extension of the expiration date of its offer to exchange newly issued shares of its Common Stock for 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, until 5:00 p.m., New York City time, on Thursday, January 21, 2010, unless further extended by the Company.

Attached as Exhibit 99.1 is a copy of the Company’s press release announcing the extension of the exchange offer, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits .

(d) Exhibits


Exhibit		Description of Exhibit
	99.1	Press release dated January 15, 2010.

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.


	MIDWEST BANC HOLDINGS, INC.
Date: January 15, 2010	By:	/s/ JoAnn Sannasardo Lilek
		JoAnn Sannasardo Lilek
		Executive Vice President and Chief Financial Officer