<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MIDWEST BANC HOLDINGS, INC.
____________________________________
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3252484
- - - --------------------------------------- --------------------------------
(State of Incorporation or Organization) (IRS Employer Identification No.)
501 West North Avenue
Melrose Park, Illinois 60160
- - - --------------------------------------- --------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. / /
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. /X/
Securities Act registration statement file number to which this form relates:
333-42827
- - - -------------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- - - ------------------------------------ --------------------------------------
- - - ------------------------------------ --------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 value per share
- - - -------------------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
The information required by this item is incorporated herein by reference
to the portion of the Prospectus captioned "Description of Capital Stock,"
which is a part of the Registrant's Registration Statement on Form S-1 (No.
333-42827) filed on December 19, 1997.
Item 2. Exhibits
1. Restated Certificate of Incorporation, as amended (incorporated herein by
reference to Exhibit 3.1 to Registrant's Registration Statement on Form
S-1, File No. 333-42827).
2. By-laws, as amended (incorporated herein by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form S-1, File No. 333-42827).
3. Specimen Common Stock Certificate (incorporated herein by reference to
Exhibit 4.1 to Registrant's Registration Statement on Form S-1, File No.
333-42827).
4. $18.0 million Revolving Loan Agreement dated as of May 1, 1995, between
the Registrant and LaSalle national Bank, as amended (incorporated herein
by reference to Exhibit 10.1 to the Registrant's Registration Statement on
Form S-1, File No. 333-42827).
5. $4.0 million Revolving Loan Agreement dated as of May 1, 1995, between
Midwest One Mortgage Services, Inc. and LaSalle National Bank
(incorporated herein by reference to Exhibit 10.2 to Registrant's
Registration Statement on Form S-1, File No. 333-42827).
2
<PAGE> 3
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
MIDWEST BANC HOLDINGS, INC.
Dated: 12/16/97 By /s/ Edward H. Sibbald
------------------------------------
Edward H. Sibbald, Executive Vice
President and Chief Financial Officer
3