SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
Commission file number 000-29598
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MIDWEST BANC HOLDINGS, INC.
EMPLOYEES' RETIREMENT PLAN
(Full title of the plan)
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MIDWEST BANC HOLDINGS, INC.
501 WEST NORTH AVENUE
MELROSE PARK, ILLINOIS 60160
(Name of the issuer of the securities held pursuant to the plan and the address
of its principal executive office)
<PAGE>
REQUIRED INFORMATION
No. 1-3 Not applicable
No. 4 The Midwest Banc Holdings, Inc., Employees' Retirement Plan (the
"Plan"), which is subject to ERISA, files Plan financial statements
and schedules prepared in accordance with the financial requirements
of ERISA. Midwest Banc Holdings, Inc. was formerly known as First
Midwest Corporation of Delaware and is currently in the process of
formally amending the Plan to reflect the corporate name change.
Financial Statements. Audited Statements of net assets available for
Plan benefits as of December 31, 1999 and 1998, and the related
statement of changes in net assets available for Plan benefits for the
year ended December 31, 1999.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the trustee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized:
Dated as of June 28, 2000
MIDWEST BANC HOLDINGS, INC. EMPLOYEES'
RETIREMENT PLAN
LASALLE BANK NA
By:/s/ Michael Maratea
-----------------------------------------
Michael Maratea, Assistant Vice President
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
Melrose Park, Illinois
FINANCIAL STATEMENTS
December 31, 1999 and 1998
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
Melrose Park, Illinois
FINANCIAL STATEMENTS
December 31, 1999 and 1998
CONTENTS
REPORT OF INDEPENDENT AUDITORS................................................1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS..........................2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS................4
NOTES TO FINANCIAL STATEMENTS............................................9
SUPPLEMENTAL SCHEDULE
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR.......... 10
i
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Plan Administrator
First Midwest Corporation of Delaware
Employees' Retirement Plan
Melrose Park, Illinois
We have audited the accompanying statements of net assets available for
benefits of First Midwest Corporation of Delaware Employees' Retirement Plan as
of December 31, 1999 and 1998 and the related statement of changes in net assets
available for benefits for the year ended December 31, 1999. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets available for
benefits for the year ended December 31, 1999, in conformity with generally
accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year is presented for the
purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
has been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Crowe, Chizek and Company LLP
Oak Brook, Illinois
June 16, 2000
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 and 1998
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1999 1998
---- ----
ASSETS
Investments (Note 4)................... $11,537,022 $10,124,902
LIABILITIES
Accrued expenses........................ 16,708 23,256
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS....... $11,520,314 $10,101,646
=========== ===========
--------------------------------------------------------------------------------
See accompanying notes to financial statements.
2
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Investment income
Net appreciation (depreciation) in fair value of investments.......... $ 937,978
Dividends and interest............................................... 124,395
-----------
1,062,373
Contributions
Participant wage deferrals............................................ 596,366
Employer.............................................................. 400,529
Rollovers............................................................. 44,904
-----------
1,041,799
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Benefits paid to participants............................................ 649,513
Administrative expenses.................................................. 35,991
-----------
Total deductions...................................................... 685,504
-----------
NET INCREASE.............................................................. 1,418,668
Net assets available for benefits
Beginning of year........................................................ 10,101,646
-----------
END OF YEAR.............................................................. $11,520,314
===========
</TABLE>
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See accompanying notes to financial statements.
3
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
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NOTE 1 - DESCRIPTION OF PLAN
The following description of the First Midwest Corporation of Delaware
Employees' Retirement Plan ("the Plan") provides only general information.
Participants should refer to the plan agreement for a more complete description
of the Plan's provisions.
General: The Plan is a defined contribution 401(k) plan covering all
full-time and part-time employees of Midwest Banc Holdings, Inc. and its
subsidiaries ("the Corporation") who have six months of service or its
equivalent and are age nineteen or older. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Contributions: Each year participants may contribute up to 15% of their
annual compensation before bonuses, not to exceed Internal Revenue Service
limits. The Corporation matches employee contributions at a rate of 1% more than
the participants' contributions up to a 5% maximum matching contribution.
Participants' Accounts: Each participant's account is credited with the
participant's contribution and allocation of (a) the Corporation's contribution,
(b) plan earnings, and (c) forfeitures of terminated participants' nonvested
accounts. Administrative fees are also allocated and charged to each
participant's account balance. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
Retirement, Death, and Disability: A participant is entitled to 100% of his
or her account balance upon retirement, death, or disability.
Vesting: Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. Vesting in the remainder of their
account is based on years of continuous service. A participant is 100% vested
after three years of credited service.
Payment of Benefits: On termination of service, a participant may elect to
receive either a lump-sum amount equal to the value of his or her account or
equal installments over a period not more than their assumed life expectancy (or
their beneficiary's assumed life expectancy) at the time of distribution.
Loan Provisions: Participants may borrow up to 50% of their vested account
balance up to a maximum of $50,000. Loan terms range from one year to five years
unless the loan proceeds are used to purchase a primary residence, in which case
the loan term is a reasonable period which may exceed five years. The interest
rate is fixed at the prime rate as published in The Wall Street Journal plus 1%
at the time the loan proceeds are disbursed.
--------------------------------------------------------------------------------
(Continued)
4
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN (Continued)
Investment Options: Upon enrollment in the Plan, a participant may direct
contributions in the investment options made available by the plan
administrator. The employee may elect to direct these contributions in any
percentage among the options as long as the election percentages total 100%. The
investment options are derived from a combination of various mutual funds and
money market funds. Plan participants are allowed to reallocate funds between
investment options on a monthly basis. Employer contributions are allocated in
the same percentages as the employee has elected.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Plan are prepared
under the accrual method of accounting in conformity with generally accepted
accounting principles. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and expenses during
the reporting period. Actual results could differ from these estimates.
Investments: Investment transactions are accounted for on the trade-date
basis. Interest income is recorded on the accrual basis and dividend income is
recorded on the ex-dividend date. Investments in registered investment companies
(mutual funds) and Midwest Banc Holdings, Inc. common stock are stated at quoted
market prices. The fair value of money market accounts is the amount payable on
demand at the reporting date. Participant loans are valued at cost, which
approximates market.
New Accounting Standard: During 1999, the Plan adopted the requirements of
the American Institute of Certified Public Accountants Statement of Position
99-3, "Accounting and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters." The 1998 financial statements have been
reclassified to be comparative.
NOTE 3 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Corporation has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA and its related
regulations. In the event of plan termination, participants will become 100%
vested in their accounts.
--------------------------------------------------------------------------------
(Continued)
5
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------------------------------------------------------------
NOTE 4 - INVESTMENTS
The following table presents the fair value of investments at December
31, 1999 and 1998.
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICES
Money Market Funds
Alliance Capital Reserves......................................... $ 1,072,186 $ 861,224
ABN AMRO Money Market............................................. 9,475 --
Mutual Funds
AIM Balanced Fund................................................. 2,440,903 2,170,263
AIM Constellation Growth Fund..................................... 1,222,421 1,025,258
Fidelity Advisor Growth Opportunity Fund.......................... 2,048,575 2,332,670
GAM International Fund............................................ 937,212 894,468
Evergreen Intermediate Term Bond Fund............................. -- 683,398
Putnam Investors Fund............................................. -- 339,431
Franklin Small Cap Growth Fund.................................... 354,730 54,974
Federated Bond Fund............................................... 564,742 --
MSF Investors Growth Stock Fund................................... 931,599 --
Dreyfus S&P 500 Index Fund........................................ 284,905 --
Midwest Banc Holdings, Inc. common stock (party-in-interest
investment)....................................................... 1,352,950 1,549,677
----------- -----------
11,219,698 9,911,363
INVESTMENTS AT ESTIMATED FAIR VALUE
Loans to participants................................................... 317,324 213,539
----------- -----------
$11,537,022 $10,124,902
=========== ===========
</TABLE>
NOTE 5 - PARTIES-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under DOL regulations as any fiduciary of
the Plan, any party rendering service to the Plan, the employer, and certain
others. Professional fees for the audit of the Plan were paid by the
Corporation.
As of January 1, 1999, the recordkeeper was changed to American Express Tax
and Business Services from The Weiss Group, Inc. In addition, at January 1,
1999, the trustee of the Plan was Midwest Trust Services, Inc. Effective July 1,
1999, the Plan transferred the assets to LaSalle National Bank. LaSalle National
Bank held investment assets and executed transactions thereafter.
--------------------------------------------------------------------------------
(Continued)
6
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------------------------------------------------------------
NOTE 5 - PARTIES-IN-INTEREST TRANSACTIONS (Continued)
Plan transactions with parties-in-interest during the year ended December
31, 1999 were as follows:
<TABLE>
<CAPTION>
IDENTITY RELATIONSHIP DESCRIPTION AMOUNT
<S> <C> <C> <C>
Midwest Trust Services, Inc. Plan Trustee Administrative fees $ 5,231
American Express Tax and
Business Services, Inc. Plan Recordkeeper Quarterly allocation fees 30,760
Midwest Banc Holdings, Inc. Employer Purchases of 20 shares of 370
common stock
Midwest Banc Holdings, Inc. Employer Sale of 2,906 shares of 29,155
common stock
</TABLE>
The Plan held the following party-in-interest investments (at fair value)
at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Midwest Banc Holdings, Inc. common stock..................... $1,352,950 $1,549,677
========== ==========
</TABLE>
NOTE 6 - TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to
individuals who have elected to withdraw from the Plan but have not been paid as
of the Plan's year end. Amounts allocated to these participants were $4,418 and
$257,852 at December 31, 1999 and 1998, respectively.
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31, 1999
-----------------
<S> <C>
Net assets available for benefits per the financial statements.................. $11,520,314
Amounts allocated to withdrawing participants................................... (4,418)
-----------
Net assets available for benefits per the Form 5500............................ $11,515,896
===========
</TABLE>
--------------------------------------------------------------------------------
(Continued)
7
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------------------------------------------------------------
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (Continued)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1999
-----------------
<S> <C>
Benefits paid to participants per the financial statements............................. $649,513
Add amounts allocated to withdrawing participants at December 31, 1999................. 4,418
--------
Benefits paid to participants per the Form 5500....................................... $653,931
========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
NOTE 8 - TAX STATUS
The Internal Revenue Service has determined and informed the Corporation,
by letter dated June 24, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC"). The
Plan has been amended since receiving the determination letter. However, the
plan administrator and the Plan's tax counsel believe that the Plan is designed
and is currently being operated in compliance with the applicable requirements
of the IRC.
--------------------------------------------------------------------------------
8
<PAGE>
SUPPLEMENTAL SCHEDULE
9
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
December 31, 1999
--------------------------------------------------------------------------------
ATTACHMENT TO FORM 5500, SCHEDULE H, PART IV, LINE 4I
Name of Plan Sponsor: Midwest Banc Holdings, Inc.
Employer Identification Number: 36-3252484
Three-Digit Plan Number: 001
<TABLE>
<CAPTION>
(c)
(b) Description of Investment,
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, or Rate of Interest, Collateral, Number of (d) Current
(a) Similar Party Par, or Maturity Value Shares Cost Value
------------- ---------------------- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Mutual Funds
AIM Funds AIM Balanced Fund............... 74,668 $ 2,440,903
AIM Funds AIM Constellation
Growth Fund..................... 30,176 1,222,421
Fidelity Investments Fidelity Advisor Growth
Opportunity Fund................ 43,904 2,048,575
GAM Funds GAM International Fund.......... 29,325 937,212
Franklin Templeton Franklin Small Cap
Growth Fund..................... 8,038 354,730
Federated Federated Bond Fund............. 62,749 564,742
MFS MFS Investors Growth
Stock Fund...................... 45,824 931,599
Dreyfus Dreyfus S&P 500
Index Fund...................... 6,640 284,905
-----------
8,785,087
Alliance Fund Services Money Market Fund
Alliance Capital Reserves....... 1,072,186 1,072,186
ABN AMRO ABN AMRO Money
Market Fund..................... 9,475 9,475
-----------
1,081,661
* Midwest Banc Common Stock
Holdings, Inc. Midwest Banc Holdings, Inc...... 98,396 1,352,950
Various Participant Loans
Rates 8.75% - 9.50%............. 317,324
-----------
Total investments.......... $11,537,022
===========
* Party-in-interest.
</TABLE>
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10
