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(No. 33-62581)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-effective Amendment No. 1
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FIRST MIDWEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
6022
(Primary Standard Industrial Classification Code Number)
DELAWARE 36-3161078
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
300 PARK BOULEVARD, SUITE 405, ITASCA, ILLINOIS 60143-0459, (708) 875-7450
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
DONALD J. SWISTOWICZ
EXECUTIVE VICE PRESIDENT
FIRST MIDWEST BANCORP, INC.
300 PARK BOULEVARD, SUITE 405, ITASCA, ILLINOIS 60143-0459
(708) 875-7450
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
TIMOTHY M. SULLIVAN
HINSHAW & CULBERTSON
222 NORTH LASALLE STREET
SUITE 300
CHICAGO, ILLINOIS 60601-1081
(312) 704-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: Upon consummation of the Merger as described in the Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* FEE
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<S> <C> <C> <C> <C>
Common Stock; No Par Value......... 1,439,341 $27.07 $38,964,634 $13,436
Preferred Share Purchase Rights**.. - - - -
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* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) based upon the average of the bid and asked
price of CF Bancorp, Inc. Common Stock on September 5, 1995.
** The registrant is also registering Preferred Share Purchase Rights which
are evidenced by the Certificates for the Common Stock being registered in
a ratio of one Preferred Share Purchase Right for each share of Common
Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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MEETING INFORMATION
GENERAL
This Proxy Statement of CF and Prospectus of First Midwest is being
furnished to the Stockholders of CF in connection with the solicitation by the
Board of Directors of CF of proxies to be voted at the Special Meeting of
holders of CF Common Stock to be held on November 20, 1995, and any adjournment
thereof. The purpose of the Special Meeting and of the solicitation is to
obtain approval of the holders of CF Common Stock of the Agreement and Plan of
Merger, the Charter Amendment and the transaction of such other business as may
properly come before the meeting or any adjournments thereof. Each copy of this
Proxy Statement/Prospectus mailed to holders of CF Common Stock is accompanied
by a form of proxy for use at the Special Meeting.
DATE, PLACE AND TIME
The Special Meeting will be held at the main offices of Citizens Federal,
101 West Third Street, Davenport, Iowa, on November 20, 1995, at 2:00 p.m.
(local time).
RECORD DATE
The close of business on October 4, 1995 has been fixed by the Board of
Directors of CF as the Record Date for the determination of Stockholders
entitled to notice of, and to vote at, the Special Meeting. On that date there
were outstanding and entitled to vote 916,496 shares of CF Common Stock, of
which 188,136 shares (20.53%), exclusive of options, were held by directors and
executive officers of CF. First Midwest's directors and executive officers do
not own any shares of CF Common Stock. Each outstanding share of CF Common
Stock entitles the record holder thereof to one vote on all matters to be acted
upon at the Special Meeting.
REQUIRED VOTE - THE MERGER
The DGCL requires that the Agreement and Plan of Merger be approved by the
affirmative vote of the holders of a simple majority outstanding shares of CF
Common Stock.
THE CHARTER AMENDMENT
Under the Agreement and Plan of Merger, adoption of the Charter Amendment
is a condition precedent to First Midwest's obligations to consummate the
Merger. The Charter Amendment will repeal a special charter provision, which
prohibits any stockholder who beneficially owns (as defined in Rule 13d-3 of the
Exchange Act) more than 10% of the outstanding shares of CF's Common Stock from
voting any shares of such Common Stock held in excess of 10% of the outstanding
shares of CF's Common Stock. This special charter provision is primarily
intended to dissuade third parties from attempting to acquire control of, or a
substantial equity interest in, CF, without the approval of CF's Stockholders.
The affirmative vote of the holders of at least 80% of the voting power of
the shares of CF's outstanding Common Stock entitled to vote on the Charter
Amendment (after giving effect to the special charter provision) is required to
approve and adopt the Charter Amendment. First Midwest and CF have agreed that
in the event the Stockholders of CF do not approve the Charter Amendment they
will waive this approval as a condition precedent to the consummation of the
Merger. Since the Charter Amendment is being proposed only in connection with
the Agreement and Plan of Merger and the Stockholders would lose the benefits of
the special charter provision if the Merger is not consummated, the Board of
Directors believes it is in the best interests of CF and its Stockholders to
abandon the Charter Amendment, in accordance with the DGCL, if the Merger is not
consummated. Therefore, if the Charter Amendment is approved but the Merger is
not consummated, the Board of Directors intends to abandon the Charter Amendment
and not repeal the Special Charter Provisions.
16
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APPENDIX B
500 NORTH BROADWAY
ST. LOUIS, MISSOURI 63102
314-342-2000
Stifel, Nicolaus
- -----------------------------------
& COMPANY, INCORPORATED
October 2, 1995
Board of Directors
CF Bancorp, Inc.
101 West Third Street
Davenport, IA 52801
Members of the Board:
We understand that CF Bancorp, Inc. ("CFBC") entered into an Agreement
and Plan of Merger (the "Agreement") by and between First Midwest Bancorp,
Inc. ("FMBI") executed May 31, 1995. As is set forth in the Agreement
each outstanding share of common stock of FMBI will be exchanged for
1.4545 common shares of FMBI ("Merger Consideration"). In connection
therewith, you have requested our opinion as to the fairness of the Merger
Consideration, from a financial point of view, to the shareholders of
CFBC.
Stifel, Nicolaus & Company, Incorporated is an investment banking and
securities firm with membership on all principal U.S. securities
exchanges. As part of our investment banking services, we are regularly
engaged in the independent valuation of securities in connection with
negotiated underwritings, private placements, merger and acquisition
transactions and recapitalizations.
During the course of our engagement, we reviewed and analyzed material
bearing upon the financial and operating condition of CFBC and FMBI and
material prepared in connection with the proposed transaction, including
among other things, the following: the Agreement; certain publicly
available information concerning CFBC and FMBI, including financial
statements and Consolidated Reports of Condition and Income for each of
the six years ended December 31, 1994, and for the six months ended
June 30, 1995, for FMBI and each of the seven years ended June 30, 1995,
for CFBC; the nature and terms of recent sale and merger transactions
involving banks, thrifts and holding companies for such institutions that
we consider relevant; historical and current market data for CFBC and FMBI
common stock, and financial and other information provided to us by
management of CFBC and FMBI. In addition, we have conducted meetings with
members of the senior management of CFBC and FMBI. We evaluated the pro
forma ownership of FMBI common stock by CFBC stockholders, relative to the
pro forma contribution of CFBC's assets, liabilities, equity and earnings
to the pro forma combined entity. We also took into account our
experience in other transactions, as well as our knowledge of the banking
and thrift industry and our general experience in securities valuations.
Over a Century of Knowledge and Service
- --------------------------------------------------------------------------------
MEMBER SIPC AND MEMBERS, NEW YORK STOCK EXCHANGE, INC., CHICAGO AND AMERICAN
STOCK EXCHANGES
B-1
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In rendering this opinion, we have assumed, without independent
verification, the accuracy and completeness of the financial and other
information and representations provided to us by CFBC and FMBI. With respect
to the financial forecasts of CFBC provided to us by CFBC's management, we
assumed for purposes of our opinion that they were reasonably prepared on
bases reflecting the best available estimates and judgments of CFBC's
management at the time of preparation as to the future financial performance
of CFBC and that they provided a reasonable basis upon which we could form our
opinion. We also assumed that there were no material changes in CFBC's or
FMBI's assets, financial condition, results of operations, business or
prospects since the date of the last financial statements made available to
us. We relied on advice of counsel to CFBC as to all legal matters with
respect to CFBC, the Merger, the Merger Agreement and the transactions and
other matters contained or contemplated therein. In addition, we did not make
or obtain an independent evaluation, appraisal or physical inspection of the
assets, individual properties or liabilities of CFBC or FMBI, nor were we
furnished with any such appraisal. Further, our opinion is based on economic,
monetary, market and other conditions existing as of the date hereof. No
opinion is expressed as to the prices at which any securities of CFBC or FMBI,
including the CFBC Common Stock or FMBI Common Stock, might trade in the
future.
Based on the foregoing and our experience as investment bankers, we are of
the opinion that, as of the date hereof, the Merger Consideration to be
received by the stockholders of CFBC, as described in the Agreement, is fair
to the stockholders of CFBC from a financial point of view.
Sincerely,
STIFEL, NICOLAUS & COMPANY, INCORPORATED
B-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, First
Midwest has duly caused this Pre-Effective Amendment No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Village of Itasca,
State of Illinois, this 4th day of October, 1995.
FIRST MIDWEST BANCORP, INC.
By: ROBERT P. O'MEARA
-------------------------------
Robert P. O'Meara
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on October 4, 1995 by the following
persons in their capacities indicated.
Signature Capacity
- ---------------------------- ------------------------------------------
CLARENCE D. OBERWORTMANN * Chairman of the Board of Directors
- ----------------------------
Clarence D. Oberwortmann
ANDREW B. BARBER * Vice Chairman of the Board of Directors
- ----------------------------
Andrew B. Barber
ROBERT P. O'MEARA * President, Principal Executive Officer and
- ---------------------------- Director
Robert P. O'Meara
JOHN M. O'MEARA * Executive Vice President, Principal
- ---------------------------- Operating Officer and Director
John M. O'Meara
DONALD J. SWISTOWICZ Executive Vice President, Principal
- ---------------------------- Financial and Accounting Officer
Donald J. Swistowicz
BRUCE S. CHELBERG * Director
- ----------------------------
Bruce S. Chelberg
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Signature Capacity
- ---------------------------------- ----------------------------------
O. RALPH EDWARDS * Director
- ----------------------------------
O. Ralph Edwards
JOSEPH W. ENGLAND * Director
- ----------------------------------
Joseph W. England
THOMAS M. GARVIN * Director
- ----------------------------------
Thomas M. Garvin
ALAN M. HALLENE * Director
- ----------------------------------
Alan M. Hallene
SISTER NORMA JANSSEN, O.S.F. * Director
- ----------------------------------
Sister Norma Janssen, O.S.F.
ROBERT E. JOYCE * Director
- ----------------------------------
Robert E. Joyce
FRANK J. TURK, SR. * Director
- ----------------------------------
Frank J. Turk, Sr.
J. STEPHEN VANDERWOUDE * Director
- ----------------------------------
J. Stephen Vanderwoude
* By Donald J. Swistowicz, Attorney-in-Fact
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EXHIBIT INDEX
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Footnote
Number Reference
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2.1 Agreement and Plan of Merger - filed herewith as Appendix A *
2.2 Stock Option Agreement - filed herewith as Appendix E *
3 Restated Certificate of Incorporation - incorporated herein by reference *
3.1 Restated Bylaws of First Midwest - incorporated herein by reference *
4 Rights Agreement - incorporated herein by reference *
4.1 Certificate of Amendment of Certificate of Designation of Series A Preferred *
Stock - incorporated herein by reference
5 Opinion of Hinshaw & Culbertson regarding legality *
8 Opinion of Hinshaw & Culbertson regarding certain tax matters **
23.1 Consent of KPMG Peat Marwick LLP *
23.2 Consent of McGladrey & Pullen, LLP *
23.3 Consent of Hinshaw & Culbertson (included in Exhibits 5 and 8) **
23.4 Consent of Stifel, Nicolaus & Company, Incorporated **
24 Power of Attorney (contained on the Signature page) *
99.1 Form of Letter to Stockholders of CF **
99.2 Form of Notice of Special Meeting of Stockholders of CF *
99.3 Form of Proxy to be delivered to Stockholders of CF *
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Footnote Reference
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* Filed with Form S-4 on September 11, 1995; no change to Exhibit
to be filed as part of the pre-effective amendment to the
Form S-4.
** Filed herewith as part of the pre-effective amendment to the
Form S-4.
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EXHIBIT 8
HINSHAW & CULBERTSON
BELLEVILLE, ILLINOIS SUITE 300 WAUKEGAN, ILLINOIS
BLOOMINGTON, ILLINOIS 222 NORTH LA SALLE STREET FT. LAUDERDALE, FLORIDA
CHAMPAIGN, ILLINOIS CHICAGO, ILLINOIS 60601-1081 MIAMI, FLORIDA
JOLIET, ILLINOIS TAMPA, FLORIDA
LISLE, ILLINOIS 312.704.3000 ST. LOUIS, MISSOURI
PEORIA, ILLINOIS ________ APPLETON, WISCONSIN
ROCKFORD, ILLINOIS TELEFAX 312.704.3001 BROOKFIELD, WISCONSIN
SPRINGFIELD, ILLINOIS MILWAUKEE, WISCONSIN
October 2, 1995
WRITER'S DIRECT DIAL NO. FILE NO.
(312) 704-3852 728693
First Midwest Bancorp, Inc.
300 Park Boulevard, Suite 405
P.O. Box 459
Itasca, Illinois 60143-0459
Re: First Midwest Bancorp, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to First Midwest Bancorp, Inc., a Delaware
corporation ("First Midwest"), in connection with the proposed merger (the
"Merger") of CF Bancorp, Inc. ("CF"), with and into First Midwest, pursuant to
the terms of the Agreement and Plan of Merger, dated as of May 31, 1995 (the
"Merger Agreement"), by and between First Midwest and CF, as described in the
Registration Statement on Form S-4 to be filed by First Midwest with the
Securities and Exchange Commission (the "Registration Statement").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Merger Agreement, (ii) the Registration Statement, (iii) the First
Midwest Shareholder Rights Plan which was adopted on February 15, 1989, (iv) the
CF 1992 Stock Option and Incentive Plan, and (v) such other documents as we have
deemed necessary or appropriate in order to enable us to render the opinion
below. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, or photostatic copies, and
the authenticity of the originals of such copies. This opinion is subject to
our receipt prior to the effective date of the Merger of certain written
representations and covenants of First Midwest and CF.
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 96829-1-DS2
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First Midwest Bancorp, Inc.
October 2, 1995
Page 2
Based upon and subject to the foregoing, the discussion describing the
opinion of Hinshaw & Culbertson contained in the prospectus included as part of
the Registration Statement (the "Prospectus") under the caption "Certain Federal
Income Tax Consequences of the Merger," except as otherwise indicated, expresses
our opinion as to the material federal income tax consequences applicable to
holders of CF Common Stock. You should be aware, however, that the discussion
under the caption "Certain Federal Income Tax Consequences of the Merger" in the
Prospectus represents our conclusions as to the applicability of existing law to
the instant transactions. There can be no assurance that contrary positions may
not be taken by the Internal Revenue Service. In addition, to the extent the
written representations and covenants of CF and First Midwest described above
are factually inaccurate, then our conclusions may be invalid.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the references to
Hinshaw & Culbertson under the heading "Certain Federal Income Tax Consequences
of the Merger" in the Registration Statement and the Prospectus.
Very truly yours,
TIMOTHY M. SULLIVAN
-------------------
Timothy M. Sullivan
JDH:sb
96829-1-DS2
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EXHIBIT 23.4
CONSENT OF STIFEL, NICOLAUS & COMPANY, INCORPORATED
We hereby consent to the summarization of our fairness opinion letter and
references to our firm under the caption "THE MERGER - Opinion of Financial
Advisor of CF" and to the inclusion of such letter in the Proxy Statement -
Prospectus which is part of this Registration Statement on Form S-4 of First
Midwest Bancorp, Inc. By giving such consent, we do not thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "expert" as used in the Securities and Exchange Commission
promulgated thereunder.
STIFEL, NICOLAUS & COMPANY, INCORPORATED
By: RICK E. MAPLES
-------------------------------
Rick E. Maples
Senior Vice President
October 2, 1995
<PAGE>
CF BANCORP, INC. EXHIBIT 99.1
101 WEST THIRD STREET
DAVENPORT, IOWA 52801
October ___, 1995
To The Stockholders of CF Bancorp, Inc.:
You are cordially invited to attend a Special Meeting of Stockholders
to be held on the 20th day of November, 1995, at 2:00 p.m., local time, at
Citizens Federal Savings Bank, 101 West Third Street, Davenport, Iowa.
The Special Meeting is being called to enable Stockholders to consider
and vote upon the approval and adoption of a Merger Agreement, dated May 31,
1995 (the "Agreement"), entered into by and between First Midwest Bancorp, Inc.,
a Delaware corporation ("First Midwest"), and CF Bancorp, Inc., a Delaware
corporation ("CF"). Pursuant to the Agreement, CF will merge with and into
First Midwest, the separate existence of CF will cease and Citizens Federal
Savings Bank ("Citizens Federal"), a wholly owned subsidiary of CF and its
principal asset, will become a wholly owned subsidiary of First Midwest (the
"Merger").
Stockholders will also be called to consider and vote upon the approval
and adoption of an amendment to CF's Certificate of Incorporation, in
conjunction with the Merger. The Charter Amendment would repeal Article Fourth,
Section C, of CF's Certificate of Incorporation in its entirety. Article
Fourth, Section C, of CF's Certificate of Incorporation currently imposes
certain restrictions on voting by stockholders owning more than 10% of CF's
outstanding Common Stock. Under the Agreement and Plan of Merger, adoption of
the Charter Amendment is a condition precedent to First Midwest's obligation to
consummate the Merger. First Midwest and CF have agreed that in the event the
Stockholders of CF do not approve the Charter Amendment they will waive this
approval as a condition precedent to the consummation of the Merger. However,
in the event the Stockholders of CF approve the Charter Amendment but the Merger
is not consummated for any reason, the Board of Directors of CF intends to
abandon the Charter Amendment prior to the filing of such amendment with the
Secretary of State of Delaware. Therefore, if the Merger is not consummated,
Article Fourth, Section C, of CF's Certificate of Incorporation will not be
repealed and will remain unchanged.
If the Agreement is approved by the Stockholders of CF, and the Merger
becomes effective, each outstanding share of Common Stock of CF will be
converted into 1.4545 shares of First Midwest Common Stock. The consummation of
the Merger is subject to the satisfaction of certain conditions notwithstanding
the approval of the Merger by the Stockholders of CF at the Special Meeting.
First Midwest is an Illinois-based holding company comprised of a
commercial bank that is a national banking association, four nonbank affiliates
that offer trust, investment advisory, credit life insurance and mortgage
banking related services in the same markets served by the bank and four
inactive Illinois state-chartered banks. Stockholders of CF who receive First
Midwest Common Stock will have a security which is issued by a larger, more
diversified financial institution and is traded on the NASDAQ National Market
System under the symbol "FMBI".
After carefully considering the Merger, the Agreement and the benefits
which will result to the Stockholders of CF, the Board of Directors of CF has
determined that the Merger is in the best interest of the Stockholders and urges
that you vote in favor of the Merger.
YOUR VOTE IS IMPORTANT. APPROVAL OF THE PROPOSED MERGER REQUIRES THE
AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF CF
COMMON STOCK AND APPROVAL OF THE CHARTER AMENDMENT REQUIRES THE AFFIRMATIVE VOTE
OF HOLDERS OF 80% OF THE SHARES OF SUCH STOCK. WHETHER OR NOT YOU EXPECT TO
ATTEND THE MEETING IN PERSON, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE.
Sincerely,
Paul L. Eckert, President
and Chief Executive Officer
