SECURITIES AND EXCHANGE ACT OF 1934
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) . . . . . November 15, 1995
First Midwest Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-10967 36-3161078
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 Park Blvd., Suite 405, P.O. Box 459 Itasca, Illinois 60143-0459
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 875-7450
(Former name or address, if changed since last report)
Exhibit Index is on Page 5
FIRST MIDWEST BANCORP, INC.
FORM 8-K
November 15, 1995
Item 5. Other Events
First Midwest Bancorp, Inc. (the "Company") has announced that it's Board of
Directors at their November 15, 1995 regular quarterly meeting authorized the
repurchase of up to 800,000 shares of its common stock, or approximately 6.5%
of such shares outstanding The authorization permits the Company to
repurchase its shares from time to time in both open market and private
transactions. The repurchased shares will be reserved for future issuance in
conjunction with the Company's qualified and nonqualified retirement plans,
dividend reinvestment plan, stock option plans as well as for other general
corporate purposes. The authorization has no time limitation and will see
Management effect repurchases as it deems prudent.
Incident to the November 15, 1995 authorization, the Board rescinded a
November, 1993 repurchase authorization.
Item 7. Financial Statements and Exhibits
Exhibit Index is located on Page 5 of this Report on Form 8-K.
FIRST MIDWEST BANCORP, INC.
FORM 8-K
November 15, 1995
The following Items are not applicable for this Form 8-K:
Item 1. Changes in Control of Registrant
Item 2. Acquisition or Disposition of Assets
Item 3. Bankruptcy or Receivership
Item 4. Changes in Registrant's Certifying Accountant
Item 6. Resignations of Registrant's Directors
FIRST MIDWEST BANCORP, INC.
FORM 8-K
November 15, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
First Midwest Bancorp, Inc.
(Registrant)
Date November 30, 1995 Donald J. Swistowicz
(Signature)*
* Duly authorized to sign on behalf of the Registrant.
FIRST MIDWEST BANCORP, INC.
FORM 8-K
November 15, 1995
EXHIBIT INDEX
Page
Exhibit Number
Exhibit 28 - Additional Exhibits 6
Press release issued by First Midwest Bancorp, Inc.
dated November 17, 1995
Exhibit 28
News Release
First Midwest Bancorp
300 Park Blvd., Suite 405
P.O. Box 459
Itasca, Illinois 60143-0459
(708)-875-7450
FOR IMMEDIATE RELEASE
CONTACT: James M. Roolf
(708) 875-7452
TRADED: NASDAQ/NMS
SYMBOL: FMBI
FIRST MIDWEST BANCORP ANNOUNCES
STOCK REPURCHASE PROGRAM
ITASCA, IL., NOVEMBER 17, 1995--FIRST MIDWEST BANCORP, INC. (NASDAQ/NMS:FMBI)
has announced that at its regular quarterly meeting on November 15, the Board
of Directors authorized the repurchase of up to 800,000 shares, or
approximately 6.5%, of its Common Stock outstanding. The authorization
permits the Company to repurchase shares from time to time in both open market
and private transactions. Incident to this authorization, the Board rescinded
a November, 1993 repurchase authorization.
The repurchased shares will be reserved for future issuance in conjunction
with the Company's dividend reinvestment plan, qualified and nonqualified
retirement plans, stock option plans as well as for other general corporate
purposes. The authorization has no time limitation and will see management
effect repurchases as deemed prudent.
Additionally, the Board amended the Company's Rights Agreement first adopted
in 1989. The Amendments were the result of a routine review and updating of
certain provisions of the Rights Agreement. Among other amendments, the
threshold at which an acquiring person will "trigger" the rights was lowered
from 15% to 10% and the exercise price was increased to $100.
Robert P. O'Meara, President and CEO, First Midwest Bancorp, Inc., stated,
"These changes were made in the regular process of reviewing our Rights
Agreement and were not made in response to any takeover or related overture."
A letter to stockholders regarding the amended Rights Agreement and a summary
of certain terms of this amended Rights Agreement will be mailed to
stockholders shortly.
At $3.0 billion, First Midwest Bancorp is Illinois' third largest publicly
traded bank holding company and is engaged in commercial banking, investment
management, trust and mortgage activities in northern Illinois.
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