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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
FIRST MIDWEST BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
ALAN R. MILASIUS, SENIOR VICE PRESIDENT & CORPORATE SECRETARY
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:/1/
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(4) Proposed maximum aggregate value of transaction:
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[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
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March 8, 1996
Dear Stockholder:
I extend a personal invitation to you to attend the 1996 Annual Meeting of
Stockholders of First Midwest Bancorp, Inc., to be held on Tuesday, April 16,
1996 at 9:00 a.m. at the Holiday Inn-Naperville, 1801 Naper Boulevard,
Naperville, Illinois, the same location where the Annual Meeting has been held
the past several years. (A map indicating the location of the Holiday Inn is
provided on the next page.)
The purposes of the Annual Meeting will be to: approve two proposals recommended
by the Board of Directors to amend the Company's Restated Certificate of
Incorporation; approve a proposal recommended by the Board of Directors to amend
the Company's 1989 Omnibus Stock and Incentive Plan; and, elect four directors,
namely, Andrew B. Barber, O. Ralph Edwards, Thomas M. Garvin and Sister Norma
Janssen. We will also be sharing with you information about our performance
during 1995 and provide you with our perspectives on 1996 and beyond.
Additionally, the Annual Meeting will give you an opportunity to meet with our
Directors and Senior Officers from across the Company.
WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING OR NOT, PLEASE DATE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING ENVELOPE. YOUR VOTE IS
VERY IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN. If you do attend the
Annual Meeting and wish to vote in person, you may do so even though you have
previously sent in a proxy.
I look forward to seeing you on April 16 and hope you will join us for
continental breakfast beginning at 8:15 a.m.
Yours very truly,
Robert P. O'Meara
President and Chief Executive Officer
PS: In December, 1995 we completed the previously announced acquisition of CF
Bancorp, Inc. On behalf of the entire First Midwest family, I welcome each of
our approximate 500 new stockholders from CF and encourage you to attend the
April 16 Annual Meeting.
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 16, 1996
To the Stockholders of
FIRST MIDWEST BANCORP, INC.:
The Annual Meeting of Stockholders of First Midwest Bancorp, Inc. will be held
at the Holiday Inn-Naperville, 1801 Naper Boulevard, Naperville, Illinois, on
Tuesday, April 16, 1996 at 9:00 a.m. for the purpose of:
1. Approving two proposals recommended by the Board of Directors to amend the
Company's Restated Certificate of Incorporation.
2. Approving a proposal recommended by the Board of Directors to amend the
Company's 1989 Omnibus Stock and Incentive Plan.
3. Electing four directors.
4. Transacting such other business as may be properly brought before the
Annual Meeting or any adjournment thereof. (Management at present knows of
no other business to be brought before the Annual Meeting.)
The Board of Directors has fixed the close of business on February 28, 1996 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting.
WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING OR NOT YOUR PROMPT EXECUTION AND
RETURN OF THE ENCLOSED PROXY WILL BE APPRECIATED.
By Order of the Board of Directors:
Alan R. Milasius
Senior Vice President & Corporate Secretary
March 8, 1996
<PAGE>
PROXY STATEMENT
FOR ANNUAL MEETING TO BE HELD APRIL 16, 1996
VOTING PROCEDURES
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of First Midwest Bancorp, Inc. (the "Company"), a Delaware
corporation, of proxies for use at the Annual Meeting of Stockholders to be held
April 16, 1996 at 9:00 a.m. and at any adjournments of that meeting (the "Annual
Meeting"). The Board of Directors has fixed the close of business on February
28, 1996 as the record date for determining stockholders entitled to notice of,
and to vote at, the Annual Meeting. On the record date, the Company had
outstanding 13,681,832 shares of no par value Common Stock ("Common Stock").
Each outstanding share of Common Stock entitles the holder to one vote.
Shares of Common Stock represented by properly executed proxies received by the
Company will be voted at the Annual Meeting in accordance with the instructions
thereon. If there are no such instructions, the shares will be voted in favor
of: the two proposals recommended by the Board of Directors to amend the
Company's Restated Certificate of Incorporation; the proposal recommended by the
Board of Directors to amend the Company's 1989 Omnibus Stock and Incentive Plan;
the election of the nominees for director; and in the discretion of the named
proxies on any other matters which may properly come before the Annual Meeting.
A stockholder may revoke his proxy by: executing a later-dated proxy; giving
written notice of such revocation to the Corporate Secretary; or voting in
person at the Annual Meeting. Attendance at the Annual Meeting will not, in
and of itself, constitute the revocation of a proxy.
The Inspector of Election appointed by the Board of Directors for the Annual
Meeting will tabulate votes cast by proxy or in person at the Annual Meeting and
will determine whether or not a quorum is present. The Inspector of Election
will treat abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum but as unvoted for purposes of
determining the approval of any matter submitted to the stockholders for a vote.
If a broker indicates on the proxy that it does not have discretionary authority
as to certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
The approximate date on which this Proxy Statement, form of proxy and the
Company's 1995 Annual Report are first being sent to the Company's stockholders
is March 8, 1996.
VOTING OF SHARES IN THE FIRST MIDWEST BANCORP, INC. DIVIDEND REINVESTMENT PLAN
The Company's Stock Transfer Agent, as agent under the First Midwest Bancorp,
Inc. Dividend Reinvestment and Stock Purchase Plan (the "Reinvestment Plan"), is
the record owner of all shares of Common Stock held for participants in the
Reinvestment Plan. Each such participant will receive a single proxy card
covering those shares of Common Stock credited to the participant's account
under the Reinvestment Plan and registered in the participant's name that are
not within the Reinvestment Plan.
1
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DIRECTION CARDS FOR PARTICIPANTS IN THE FIRST MIDWEST BANCORP EMPLOYEE STOCK
OWNERSHIP PLAN AND THE FIRST MIDWEST BANCORP SAVINGS AND PROFIT SHARING PLAN
First Midwest Trust Company, N.A., as Trustee under the First Midwest Bancorp
Employee Stock Ownership Plan (the "ESOP") and the First Midwest Bancorp Savings
and Profit Sharing Plan (the "Profit Sharing Plan"), is the record owner of all
shares of the Common Stock held for participants in the ESOP and the Profit
Sharing Plan. The Trustee will vote the shares held for the account of each ESOP
and Profit Sharing Plan participant in accordance with the directions received
from participants. In order to obtain such voting directions, the Trustee will
forward this Proxy Statement and a buff-colored and a blue-colored direction
card to each ESOP and each Profit Sharing Plan participant, respectively. Thus,
if an employee of the Company participates in the ESOP and/or the Profit Sharing
Plan and is also a record owner of shares of Common Stock, such employee will
receive a proxy card from the Company and a buff-colored and/or a blue-colored
direction card from the Trustee. The direction card(s) must be executed and
returned if the shares held pursuant to the ESOP and Profit Sharing Plan are to
be voted, provided that shares held in the Profit Sharing Plan for which no
directions are received will be voted by the Trustee proportionally in the same
manner as it votes shares for which directions were received. All direction
cards returned will be kept confidential by the Trustee or its tabulating agent
and will not be disclosed to the Company or any of its employees. Because ESOP
and Profit Sharing Plan participants are not the record owners of the related
shares, such shares may not be voted in person by ESOP and Profit Sharing Plan
participants at the Annual Meeting.
COST OF SOLICITATION
The cost of solicitation of proxies will be paid by the Company. Directors,
officers, employees and agents of the Company may solicit proxies by mail,
telephone, personal interview and other means. Directors, officers and
employees will receive no additional compensation for solicitation services.
Brokerage houses, nominees, fiduciaries and other custodians will be requested
to forward soliciting material to the beneficial owners of shares of record held
by them and will be reimbursed for their reasonable expenses.
PROPOSAL TO AMEND THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK
AND CHANGE THE PAR VALUE OF SUCH STOCK
BACKGROUND
This proposed amendment to Article Fourth of the Company's Restated Certificate
of Incorporation would increase the number of shares of Common Stock which the
Company is authorized to issue from 20 million to 30 million and change the par
value per share of such stock from no stated par value to a par value of $0.01.
INCREASE IN NUMBER OF SHARES OF AUTHORIZED COMMON STOCK
As of the Annual Meeting record date, 13,681,832 shares of Common Stock were
outstanding. On December 20, 1995, the Company completed the acquisition of CF
Bancorp, Inc. As of the Annual Meeting record date shares of CF Bancorp, Inc.
equivalent to 17,121 shares of Common Stock had not been exchanged by CF
Bancorp, Inc. stockholders. Therefore, 17,121 shares of Common Stock are
reserved for issuance in exchange for CF Bancorp, Inc. shares. Additionally,
743,065 shares of Common Stock are reserved for issuance under the Company's
stock option plans.
The additional 10 million shares of Common Stock for which authorization is
sought would be part of the existing class of Common Stock and, if and when
issued, would have the same rights and privileges as the shares of Common Stock
presently outstanding. The Board of Directors believes that it is desirable to
have the flexibility of additional authorized shares of Common Stock being
available for possible future financing and acquisition transactions, stock
dividends or splits and other general corporate purposes. As of the date of
this Proxy Statement, the Company has no plans, arrangements, negotiations or
understandings with respect to the issuance of shares of Common Stock proposed
to be authorized.
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The authority of the Board of Directors to issue Common Stock might be
considered as having the effect of discouraging an attempt by another person or
entity to effect a takeover or otherwise gain control of the Company, because
the issuance of additional shares of Common Stock could dilute the voting power
of the Common Stock owned by a party attempting to obtain control of the Company
and could increase the cost of any such transaction.
The Restated Certificate of Incorporation provides that a business combination
with an interested stockholder (as therein defined) must satisfy certain minimum
price, form of consideration and procedural requirements, unless it is approved
either by at least an 80% stockholder vote or a majority of the directors who
are unaffiliated with the interested stockholder, and contains certain other
provisions restricting the ability of stockholders to act by consent, call
special meetings, remove directors or amend the By-Laws of the Company. The
Restated Certificate of Incorporation also authorizes the issuance of up to 1
million shares of Preferred Stock with such rights, preferences and limitations
as may be determined by the Board of Directors. Such Preferred Stock could be
issued with terms which might make more difficult a change in control of the
Company. Additionally, the Company is subject to various provisions of Delaware
law which provides restrictions on business combinations with interested
stockholders.
On February 15, 1989, the Board of Directors adopted a Rights Plan and pursuant
thereto declared a distribution of one Right for each outstanding share of
Common Stock held of record on March 1, 1989. On November 15, 1995, the Board of
Directors amended and restated the Rights Plan. Under the amended and restated
Plan, if at any time a person becomes the beneficial owner of 10% or more of the
Common Stock, the Board of Directors, in its sole discretion, may exchange (the
"Exchange Provision") all but not less than all of the outstanding and
exercisable Rights for Common Stock at an exchange ratio of one share of Common
Stock per Right. The amended and restated Plan also provides that if a person
acquires more than 10% of the Common Stock, the Company shall take such actions
as shall be necessary to ensure and provide that each holder of a Right (other
than the acquiring person) shall have the right to purchase from the Company
that number of one one-hundredths of a share of Preferred Stock of the Company
or that number of shares of Common Stock (the "Common Stock Purchase Option")
which would have a market value equal to twice the Exercise Price (currently,
$100) for an amount in cash equal to the Exercise Price. There are presently
6,318,168 shares of Common Stock available for issuance and 13,681,832 Rights
outstanding. Upon approval of the proposed amendment, the Company would have
16,318,168 shares of Common Stock available for issuance and 13,681,832 Rights
outstanding. Thus, the approval of the proposed amendment may permit the Board
of Directors to effectuate the Exchange Provision or satisfy the Common Stock
Purchase Option.
The Company is not aware of any offers to obtain control of the Company.
CHANGE IN PAR VALUE OF COMMON STOCK
The Company's Common Stock currently has no stated par value per share.
Franchise taxes are payable to the State of Delaware under alternate
computational methods, including a method that, if the Common Stock carried a
par value, would result in a significant reduction in the Company's franchise
tax liability. For this reason, the Board of Directors has determined that the
Common Stock should carry a par value of $0.01 per share. A stated par value
would not dilute the ownership interests of stockholders nor would it have any
other impact on the rights and privileges of common stockholders.
TEXT OF THE PROPOSED AMENDMENT
The text of the proposed amendment to Article Fourth of the Company's Restated
Certificate of Incorporation is as follows:
ARTICLE FOURTH. Authorized Stock. The total number of shares of stock which
the Corporation shall have authority to issue is Thirty-One Million (31,000,000)
shares, of which One Million (1,000,000) shares shall be shares of Preferred
Stock without par value (hereinafter sometimes referred to as "Preferred
Stock"), and Thirty Million (30,000,000) shares shall be shares of Common Stock,
$0.01 par value (hereinafter sometimes referred to as "Common Stock").
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VOTE REQUIRED FOR ADOPTION OF THE PROPOSED AMENDMENT
The proposal to increase the number of authorized shares of Common Stock to 30
million and change the par value of such stock to $0.01 per share must be
approved by the holders of a majority of the outstanding shares of Common Stock.
The Board of Directors unanimously recommends that stockholders vote FOR the
proposal to increase the number of authorized shares of Common Stock and change
the par value of such stock.
PROPOSAL TO AMEND THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION TO
MODIFY THE ADVANCE NOTICE PROVISIONS
BACKGROUND
Paragraph (f) of Article Fifth of the Company's Restated Certificate of
Incorporation contains what is commonly referred to as an "advance notice
provision" applicable to director nominations other than by or on behalf of the
existing Board of Directors. This provision requires stockholders wishing to
nominate directors to give the Company not less than 14 days nor more than 50
days notice of a proposed nomination, together with certain information
concerning the nominee, in order for a nomination to be effective. Such advance
notice provision gives the Company very little time to inform itself concerning
the nomination, evaluate the nominee and advise the stockholders. In addition,
the current Restated Certificate of Incorporation contains no advance notice
provision mechanism applicable to any other type of proposal which may be
submitted by stockholders to be voted upon at a meeting of the Company's
stockholders.
Accordingly, the Board of Directors has determined that the current advance
notice provision should be amended to: apply to all forms of stockholder
proposals, not just proposals for the nomination of directors; and, specify an
advance notice period, in most circumstances, of 120 to 180 days before any
meeting of the Company's stockholders. In addition, any such proposals shall be
subject to the requirements of the proxy rules adopted under the Securities
Exchange Act of 1934. The full text of the proposed amendment is described
below.
TEXT OF THE PROPOSED AMENDMENT
The advance notice provisions are currently contained within Article Fifth,
paragraph (f), of the Company's Restated Certificate of Incorporation. Because
the proposed amendment would no longer apply solely to director nominations,
paragraph (f) of Article Fifth would be deleted and paragraphs (g), (h), (i),
(j) and (k) of Article Fifth would merely be numbered as paragraphs (f), (g),
(h), (i) and (j), respectively. The advance notice provision amendment would
then be inserted as paragraph (d) of Part III of Article Fourth of the Restated
Certificate of Incorporation. The text of the proposed amendment is as follows:
(d) Advance Notice of Stockholder Proposals. At any annual or special
meeting of stockholders, proposals by stockholders and persons nominated by
stockholders for election as directors shall be considered only if advance
notice thereof has been timely given as provided herein by a stockholder of
record as of the time of such notice who is entitled to vote at the meeting
and such proposals or nominations are otherwise proper for consideration
under applicable law and this Restated Certificate of Incorporation and the
By-laws of the Corporation. Notice of any proposal to be presented by any
stockholder or of the name of any person to be nominated by any stockholder
for election as a director of the Corporation at any meeting of stockholders
shall be delivered to the Secretary of the Corporation at its principal
executive office not less than 120 nor more than 180 days prior to the date
of the meeting; provided, however, that if the date of the meeting is first
publicly announced or disclosed (in a public filing or otherwise) less than
130 days prior to the date of the meeting, such advance notice shall be
given not more than 10 days after such date is first so announced or
disclosed. Public notice shall be deemed to have been given more than 130
days in advance of the annual meeting if the Corporation shall have
previously disclosed, in the By-laws or otherwise, that the annual meeting
in each year is to be held on a determinable date, unless and until the
Board determines to hold the meeting on a different date. Any stockholder
who gives notice of any such proposal shall deliver therewith the text of
the proposal to be presented and a brief written statement of the reasons
why such stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class of all shares of each
class of stock of the Corporation beneficially owned by such stockholder and
any material interest of
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such stockholder in the proposal (other than as a stockholder). Any
stockholder desiring to nominate any person for election as a director of
the Corporation shall deliver with such notice a statement in writing
setting forth the name of the person to be nominated, the number and class
of all shares of each class of stock of the Corporation beneficially owned
by such person, the information regarding any such person required by
paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the
Securities and Exchange Commission (or the corresponding provisions of any
regulation subsequently adopted by the Securities and Exchange Commission
applicable to this Corporation), such person's signed consent to serve as a
director of the Corporation if elected, such stockholder's name and address
and the number and class of all shares of each class of stock of the
Corporation beneficially owned by such stockholder. As used herein, shares
"beneficially owned" shall mean all shares as to which such person, together
with such person's affiliates and associates (as defined in Rule 12b-2 under
the Securities Exchange Act of 1934), may be deemed to beneficially own
pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
as well as all shares as to which such person, together with such person's
affiliates and associates, has the right to become the beneficial owner
pursuant to any agreement or understanding, or upon the exercise of
warrants, options or rights to convert or exchange (whether such rights are
exercisable immediately or only after the passage of time or the occurrence
of conditions). The person presiding at the meeting, in addition to making
any other determinations that may be appropriate to the conduct of the
meeting, shall determine whether such notice has been duly given and shall
direct that proposals and nominees not be considered if such notice has not
been given.
VOTE REQUIRED FOR ADOPTION OF THE PROPOSED AMENDMENT
The proposal to amend the advance notice provisions of the Company's Restated
Certificate of Incorporation must be approved by the holders of a majority of
the outstanding shares of Common Stock. The Board of Directors unanimously
recommends that stockholders vote FOR the proposal to amend the advance notice
provisions.
PROPOSAL TO AMEND THE COMPANY'S
1989 OMNIBUS STOCK AND INCENTIVE PLAN
BACKGROUND AND DESCRIPTION OF PROPOSED AMENDMENTS
INCREASE IN SHARES OF COMMON STOCK AVAILABLE FOR AWARDS UNDER THE 1989 PLAN
At the Company's 1989 Annual Meeting of Stockholders, the 1989 Omnibus Stock
and Incentive Plan ("the 1989 Plan") was approved. (Further information
regarding the 1989 Plan is contained within the "Compensation Committee Report
on Executive Compensation", which follows on page 16.) At the time the 1989
Plan was approved by the Company's stockholders, 877,500 shares of Common Stock
were allocated for grants. As of February 21, 1996, the date these proposed
amendments were considered by the Board of Directors, 914,594 nonstatutory stock
options had been granted, 135,836 had been forfeited, 85,428 had been exercised
and 98,742 were available for future awards. In order to continue the equity
incentive program for current employees and to have sufficient shares to be able
to make awards that may be necessary to recruit future employees, the Board of
Directors has determined that an additional 800,000 shares of Common Stock be
added to the award pool.
TECHNICAL AMENDMENTS TO COMPLY WITH INTERNAL REVENUE CODE SECTION 162(M)
To ensure compliance with Internal Revenue Code Section 162(m), a variety of
technical amendments have been proposed. The proposed amendments: establish the
maximum award which can be made to any one participant in any one calendar year
at 65,000 shares; add to the qualifications for membership on the Compensation
Committee of the Board of Directors (the Administrator of the Plan) the
condition that the director is also an "outside" director, as defined under Code
Section 162(m); and include a variety of performance criteria that may be
utilized by the Compensation Committee in making performance-based awards.
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EXPIRATION DATE OF THE 1989 PLAN AND OTHER TECHNICAL AMENDMENTS
The Board of Directors has also determined that the duration of the 1989 Plan
should be extended to a date that is ten years (i.e., February 21, 2006) from
the date the proposed amendments were adopted by the Board of Directors. (Absent
this extension, the 1989 Plan would expire and no more awards could be made
beyond February 1999.) In addition, technical amendments which clarify the
counting of shares remaining available for issuance and updating the definition
of "change in control" have been proposed.
AWARDS TO BE MADE TO OFFICERS AND EMPLOYEES IN 1996 UNDER THE 1989 PLAN, AS
AMENDED
On February 21, 1996, the Compensation Committee granted, subject to
stockholder approval of the proposed amendments to the 1989 Plan, awards of
nonstatutory stock options (the "1996 awards"), to the employees described
below:
<TABLE>
<CAPTION>
Number of
Name and Principal Position Options
- --------------------------------------------------------------------------------------- ---------
<S> <C>
Robert P. O'Meara, President & Chief Executive Officer of the Company 10,218
John M. O'Meara, Executive Vice President & Chief Operating Officer of the Company 8,302
Donald J. Swistowicz, Executive Vice President & Chief Financial Officer of the Company 3,474
All Executive Officers, as a Group (the 3 above-named Officers) 21,994
All Employees, as a Group (70 employees, including the 3 above-named Officers) 129,527
</TABLE>
Each option entitles the holder to purchase one share of Common Stock at an
exercise price of $28.50 per share, the fair market value of the Common Stock on
the date of grant. The closing price of the Common Stock as of the Annual
Meeting record date was $28.25 per share. Fifty percent of the 1996 awards are
exercisable two years after the date of grant and the remaining 50% of the 1996
awards are exercisable three years after the date of grant. The right to
exercise such awards expires ten years after the date of grant. The only persons
who received 5% or more of the 1996 awards are R. O'Meara and J. O'Meara, as
described above.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the federal income tax consequences of the 1989
Plan as proposed to be amended is only a summary of the general rules applicable
to the grant and settlement of awards. Receipt of a nonstatutory stock option
under the 1989 Plan will not result in taxable income to the participant at the
time of grant. At the time of exercise, the difference between the exercise
price and the fair market value of the Common Stock on the date of exercise will
be taxable as ordinary income to the participant and the Company will be
entitled to a corresponding tax deduction. A participant receiving restricted
stock, performance shares or performance units will not recognize ordinary
income until such awards are vested and paid, at which time the Company will be
entitled to a corresponding tax deduction, subject to the limitations of Code
Section 162(m). In the event of a change in control, the acceleration of the
vesting or payment of any awards under the 1989 Plan may result in the payment
by the participant of excise tax, in addition to ordinary income tax, and the
Company may not be entitled to a deduction for such amounts.
TEXT OF THE PROPOSED AMENDMENTS
The text of the proposed amendments to the 1989 Plan is as follows:
Section 1.2: Purpose
---------------------
The purpose of the Plan is to advance the interests of the Company, by
encouraging and providing for the acquisition of an equity interest in the
success of the Company by key employees, by providing additional incentives
and motivation toward superior performance of the Company, and by enabling the
Company to attract and retain the services of key employees upon whose
judgment, interest and special effort the successful conduct of its operations
is largely dependent.
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Section 2.1 (e)
---------------
"Committee" means the Compensation Committee of the Board of Directors or
such other committee appointed from time to time by the Board of Directors to
administer this Plan. The Committee shall consist of three or more members,
each of whom shall qualify as a "disinterested person," as the term is defined
by Rule 16b-3, and as an "outside director" within the meaning of Code Section
162(m) and regulations thereunder.
Section 5.1: Number and Amount Available for Award to Single Participant
-------------------------------------------------------------------------
The total number of shares of Stock subject to Awards under the Plan may
not exceed 1,677,500 (of this total number, up to 80,000 shares of Stock may
be issued in Restricted Stock), and the total number of shares of Stock which
may be made subject to Awards granted under the Plan in any calendar year to
any single Participant may not exceed 65,000. Such numbers of shares shall be
subject to adjustment upon occurrence of any of the events described in
Section 5.3. The shares to be delivered under the Plan may consist, in whole
or in part, of authorized but unissued Stock or treasury Stock, not reserved
for any other purpose.
Section 5.2: Reuse
- -------------------
If, and to the extent:
(a) An Option shall expire or terminate for any reason without having been
exercised in full (including, without limitation, cancellation and re-grant),
or in the event that an Option is exercised or settled in a manner such that
some or all of the shares of Stock related to the Option are not issued to the
Participant (or beneficiary) (including as the result of the use of shares for
withholding taxes), the shares of Stock subject thereto which have not become
outstanding shall (unless the Plan shall have terminated) become available for
issuance under the Plan; provided, however, that with respect to a share-for-
share exercise, only the net shares issued shall be deemed to have become
outstanding as a result thereof.
(b) Restricted Stock, Performance Shares or Performance Units under the
Plan forfeited for any reason, or settled in cash in lieu of Stock or in a
manner such that some or all of the shares of Stock related to the award are
not issued to the Participant (or beneficiary), such shares of Stock shall
(unless the Plan shall have terminated) become available for issuance under
the Plan; provided, however, that if any dividends paid with respect to shares
of Restricted Stock or Performance Shares were paid to the Participant prior
to the forfeiture thereof, such shares shall not be reused for grants or
awards.
(c) SARs expire or terminate for any reasons without having been earned in
full, an equal number of SARs shall (unless the 1989 Plan shall have
terminated) become available for issuance under the Plan.
Section 6.1: Duration of Plan
------------------------------
The Plan shall remain in effect, subject to the Board's right to earlier
terminate the Plan pursuant to Section 14 hereof, until all Stock subject to
it shall have been purchased or acquired pursuant to the provisions hereof.
Notwithstanding the foregoing, no Award may be granted under the Plan on or
after February 21, 2006.
Section 9.2: Transferability
-----------------------------
Except as provided in Sections 9.8 and 9.9 hereof, the shares of Restricted
Stock granted hereunder may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated for such period of time as shall be
determined by the Committee and shall be specified in the Restricted Stock
grant, or upon earlier satisfaction of other conditions (which may include the
attainment of performance goals as defined in Section 10.8 hereof), as
specified by the Committee in its sole discretion and set forth in the
Restricted Stock grant.
Section 10.8: Performance Goals
--------------------------------
For purposes of Sections 9.2 and 10.2 hereof, "performance goals" shall
mean the criteria and objectives, determined by the Committee pursuant to the
Plan, which shall be satisfied or met during the applicable restriction period
or performance period, as the case may be, as a condition to the Participant's
receipt, in the case of a grant of the Restricted Stock or a grant of
Performance Shares, of the shares of Stock subject to such grant, or in the
case of a Performance Unit Award, of payment with respect to such Award. Such
criteria and objectives may include, but are not limited to, return on assets,
return on equity, growth in net earnings, growth in earnings per share, asset
growth, deposit growth, loan growth, asset quality levels, growth in the Fair
Market Value of the Stock, or any combination of the foregoing or any other
criteria and objectives determined by the
7
<PAGE>
Committee. Upon completion of the restricted period or the performance
period, as the case may be, the Committee shall certify the level of the
performance goals attained and the amount of the Award payable as a result
thereof.
Section 13.2: Definition
-------------------------
For purposes of the Plan, a "change in control" shall mean any of the
following events:
(a) Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended), other than (i) a trustee or
other fiduciary holding securities under an employee benefit plan of the
Company or a subsidiary, or (ii) a corporation owned directly or indirectly by
the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities
of the Company representing 10% or more of the total voting power of the then
outstanding shares of capital stock of the Company entitled to vote generally
in the election of directors (the "Voting Stock"), or
(b) During any period of two consecutive years, individuals, who at the
beginning of such period constitute the Board, and any new director, whose
election by the Board, or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof, or
(c) The stockholders of the Company approve a merger of consolidation of
the Company with any other corporation, other than a merger or consolidation
which would result in the Voting Stock outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 80% of the total
voting power represented by the Voting Stock or the voting securities of such
surviving entity outstanding immediately after such merger or consolidation,
or the stockholders of the Company approve a Plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets.
The Board has final authority to determine the exact date on which a change in
control has been deemed to have occurred under (a), (b), and (c) above.
VOTE REQUIRED FOR ADOPTION OF THE PROPOSED AMENDMENTS
The proposal to amend the 1989 Plan must be approved by the holders of a
majority of the shares of Common Stock voting at the Annual Meeting. The Board
of Directors unanimously recommends that stockholders vote FOR the proposal to
amend the 1989 Plan.
ELECTION OF DIRECTORS
Following the November 5, 1995 death of former Director Frank J. Turk, Sr., the
Board of Directors at its regular meeting of November 21, 1995 reduced the
number of Directors constituting the Board from 13 to 12, divided into three
classes equal in number. As a result of the foregoing and to make the three
classes of Directors equal in number, the Board of Directors at its regular
meeting of February 21, 1996 accepted the resignations of Directors Barber, R.
O'Meara and Vanderwoude from the terms they were then serving and appointed them
as Directors to terms ending at the Annual Meeting in 1996, 1997 and 1998,
respectively.
Each year the stockholders elect the members of a class of Directors for a term
of three years. The four Director Nominees named below have been nominated for
election for a term to end at the Annual Meeting in 1999 or until their
successors are elected. The Board of Directors has no reason to believe that
any of the Director Nominees will not be available for election. However, if
any of the Director Nominees are not available for election, proxies may be
voted for the election of other persons selected by the Board of Directors.
Proxies cannot, however, be voted for a greater number of persons than the
number of Director Nominees named. To be elected as a Director, each Director
Nominee must receive the favorable vote of a plurality of the shares represented
and entitled to vote at the Annual Meeting.
8
<PAGE>
Certain biographical information (including principal occupation or employment
for the past five years) concerning each Director Nominee and Continuing
Director, as of the date of the Annual Meeting, is set forth below:
DIRECTOR NOMINEES TO SERVE UNTIL 1999
- --------------------------------------------------------------------------------
ANDREW B. BARBER, 87 Director since 1982
Vice Chairman
First Midwest Bancorp, Inc.
Itasca, Illinois
Mr. Barber is a member of the Company's Executive Committee.
- --------------------------------------------------------------------------------
O. RALPH EDWARDS, 61 Director since 1988
Corporate Vice President-Human Resources (Retired, 1992)
Abbott Laboratories
(Health Care Products Manufacturer)
Abbott Park, Illinois
Mr. Edwards is Chairman of the Company's Compensation Committee.
- --------------------------------------------------------------------------------
THOMAS M. GARVIN, 60 Director since 1989
Chairman and Chief Executive Officer
G.G. Products Company
(Food Business Acquiror)
Oak Brook, Illinois
Prior to 1993, Mr. Garvin was the President and Chief Executive Officer of
the Keebler Company. Mr. Garvin is also a director of Corporate Renaissance
Group, Inc.
Mr. Garvin is a member of the Company's Executive and Audit Committees.
- --------------------------------------------------------------------------------
SISTER NORMA JANSSEN, O.S.F, 48 Director since 1993
Chairperson and Chief Executive Officer
Franciscan Sisters Health Care Corporation
(Health Care Provider)
Mokena, Illinois
Sister Norma is a member of the Company's Compensation Committee.
- --------------------------------------------------------------------------------
9
<PAGE>
CONTINUING DIRECTORS SERVING UNTIL 1997
- --------------------------------------------------------------------------------
JOSEPH W. ENGLAND, 55 Director since 1986
Senior Vice President
Deere & Company
(Mobile Power Equipment Manufacturer)
Moline, Illinois
Mr. England is Chairman of the Company's Audit Committee.
- --------------------------------------------------------------------------------
ALAN M. HALLENE, 67 Director since 1982
President (Retired, 1994)
Montgomery Elevator International, Inc.
(Elevator and Escalator Manufacturer)
Moline, Illinois
Mr. Hallene is a director of Butler Manufacturing Company.
Mr. Hallene is Chairman of the Company's Nominating Committee and is a
member of the Company's Compensation Committee.
- --------------------------------------------------------------------------------
ROBERT E. JOYCE, 85 Director since 1982
Chairman (Retired)
First Midwest Bank, N.A.
Lake Forest, Illinois
- --------------------------------------------------------------------------------
ROBERT P. O'MEARA, 58 Director since 1982
President and Chief Executive Officer
First Midwest Bancorp, Inc.
Itasca, Illinois
Mr. O'Meara is a member of the Company's Executive Committee and is the
brother of John M. O'Meara.
- --------------------------------------------------------------------------------
10
<PAGE>
CONTINUING DIRECTORS SERVING UNTIL 1998
- --------------------------------------------------------------------------------
BRUCE S. CHELBERG, 61 Director since 1989
Chairman and Chief Executive Officer
Whitman Corporation
(Diversified, Multinational Holding Company)
Rolling Meadows, Illinois
Prior to 1991, Mr. Chelberg was the Executive Vice President of Whitman
Corporation. Mr. Chelberg is also a director of Whitman Corporation,
Snap-On Tools Corporation and Northfield Laboratories, Inc.
Mr. Chelberg is a member of the Company's Executive, Audit and Nominating
Committees.
- --------------------------------------------------------------------------------
C.D. OBERWORTMANN, 86 Director since 1982
Chairman
First Midwest Bancorp, Inc.
Itasca, Illinois
Mr. Oberwortmann is Chairman of the Company's Executive Committee.
- --------------------------------------------------------------------------------
JOHN M. O'MEARA, 50 Director since 1982
Executive Vice President and Chief Operating Officer
First Midwest Bancorp, Inc.
Itasca, Illinois
Mr. O'Meara is a member of the Company's Executive Committee and is the
brother of Robert P. O'Meara.
- --------------------------------------------------------------------------------
J. STEPHEN VANDERWOUDE, 52 Director since 1991
President and Chief Executive Officer (Retired, 1995)
Video Lottery Technologies, Inc.
(Electronic Lottery Equipment Manufacturer and Servicer)
Atlanta, Georgia
From 1989 to 1993, Mr. Vanderwoude was President of Centel Corporation.
Centel Corporation was acquired by Sprint Corporation in 1993, at which
time Mr. Vanderwoude became President of Sprint's Local Telecomm Division.
Mr. Vanderwoude is also a director of Video Lottery Technologies, Inc. and
V-Band Corporation.
Mr. Vanderwoude is a member of the Company's Audit Committee.
- --------------------------------------------------------------------------------
11
<PAGE>
BOARD OF DIRECTORS' OPERATIONS
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The Board of Directors has established Executive, Audit, Compensation and
Nominating Committees, and may periodically establish other Committees as deemed
advisable.
The members of the Executive Committee are: C.D. Oberwortmann, Chairman; Andrew
B. Barber; Bruce S. Chelberg; Thomas M. Garvin; John M. O'Meara; and Robert P.
O'Meara (ex officio). The function of this Committee is to exercise certain
authorities of the Board of Directors between Board meetings, as defined by the
Company's By-Laws. The Executive Committee met four times in 1995.
Audit Committee members are: Joseph W. England, Chairman; Bruce S. Chelberg;
Thomas M. Garvin; and J. Stephen Vanderwoude. The functions of this Committee
are to: select and recommend to the Board of Directors the independent auditors;
review the plans for, and the findings from, the independent and internal
audits; and review the results of the regulatory agency examinations of the
Company. The Audit Committee met four times in 1995.
The members of the Compensation Committee are: O. Ralph Edwards, Chairman;
Alan M. Hallene; and Sister Norma Janssen. The functions of this Committee are
to determine and recommend to the Board of Directors the compensation of the
Company's directors and to review the propriety of the Company's compensation
and benefits programs. The Compensation Committee met three times in 1995.
The members of the Nominating Committee are: Alan M. Hallene, Chairman; and
Bruce S. Chelberg. The functions of this Committee are to: establish criteria
for the nomination of directors; identify and recommend to the Board of
Directors candidates for director nomination; recommend retiring directors for
appointment as emeritus directors; and annually review the performance of each
director. The Nominating Committee met twice during 1995.
The Company's Board of Directors held six meetings during 1995. Each Director
attended at least 75% of the aggregate of the total number of meetings held by
the Board of Directors and the various Committees of the Board of Directors on
which he/she served, except for Directors Janssen and Joyce, both of whom
attended approximately 70% of such meetings.
BOARD OF DIRECTORS' COMPENSATION
Non-employee members of the Board of Directors are compensated by the Company
through an annual $11,000 retainer, payable quarterly, and a $750 fee for each
Board meeting attended. Non-employee chairpersons of Board committees receive an
additional $1,500 annual retainer, payable quarterly. Non-employee committee
members, including the chairperson, also receive a $750 fee for each Committee
meeting attended. The median total compensation paid in 1995 to non-employee
directors was $17,125.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
The "Deferred Compensation Plan for Non-employee Directors" (the "Deferral
Plan") allows non-employee directors to defer receipt of either 50% or 100% of
any director fees and retainers due such directors. The deferred director fees
and retainers are payable at the director's election either as a lump sum or in
installments over a period not to exceed ten years. Payments under the Deferral
Plan begin at the date specified by the director or upon cessation of service as
a director.
BOARD OF DIRECTORS' RETIREMENT POLICY
The Company's Board of Directors Retirement Policy requires a director to
resign upon attainment of age seventy or upon the occurrence of certain defined
events. Directors Barber, Joyce and Oberwortmann have been deemed by the Board
of Directors to be "founding directors" of the Company not subject to the
retirement provisions until January 1, 1997, which date may be extended as the
Board of Directors deems appropriate.
12
<PAGE>
Retired directors will be considered for appointment as nonvoting "Emeritus
Directors" upon recommendation of the Nominating Committee. Emeritus Directors
will be available for advice and counsel to the Company and will receive an
annual $1,000 retainer, payable quarterly. Robert K. Anderson, who retired
effective December 31, 1992, is the only current Emeritus Director.
EXECUTIVE OFFICERS OF THE COMPANY
The Company's Executive Officers are elected annually by the Company's Board of
Directors. Certain information regarding the Company's Executive Officers is
set forth below.
<TABLE>
<CAPTION>
Executive
Officer
Name (Age as of April 16, 1996) Position or Employment for Past Five Years Since
- --------------------------------- -------------------------------------------------- ---------
<S> <C> <C>
Clarence D. Oberwortmann (86) Chairman 1982
Andrew B. Barber (87) Vice Chairman 1982
Robert P. O'Meara (58) President & Chief Executive Officer 1982
John M. O'Meara (50) Executive Vice President & Chief Operating Officer 1987
Donald J. Swistowicz (44) Executive Vice President & Chief Financial Officer 1982
</TABLE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to annual and
other compensation paid to the Company's Chief Executive Officer and the other
highest paid Executive Officers of the Company whose annual base salary and
bonus for the last fiscal year exceeded $100,000:
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Awards
------------
Annual Compensation Securities All Other
Name and Principal Fiscal ----------------------- Underlying Compen-
Position Year Salary ($) Bonus ($) Options(#) sation ($)
- ------------------ ------ ---------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Robert P. O'Meara, 1995 $400,000 $ 91,071 11,089 $55,907
President & Chief 1994 375,000 86,149 10,194 57,148
Executive Officer. 1993 350,000 82,184 11,136 51,090
John M. O'Meara, 1995 325,000 123,996 9,010 45,433
Executive Vice 1994 305,000 70,069 8,291 46,490
President & Chief 1993 285,000 66,922 9,068 41,955
Operating Officer.
Donald J. Swistowicz, 1995 152,000 33,717 3,612 20,600
Executive Vice President 1994 142,500 27,134 3,320 21,051
& Chief Financial and 1993 133,500 25,909 3,641 19,002
Accounting Officer.
</TABLE>
NOTE
"All Other Compensation" represents contributions by the Company to the
Company's tax-qualified and non-qualified defined contribution retirement
plans.
13
<PAGE>
STOCK OPTION GRANTS IN 1995
<TABLE>
Individual Grants
- ---------------------------------------------------------------------------------------------------
% of
No. of Total
Securities Options
Underlying Granted to Per Share Grant Date
Options Employees Exercise Present
Name Granted (#) in 1995 Price ($) Expiration Date Value ($)
- ---------------------- ----------- ---------- --------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Robert P. O'Meara 11,089 9.0% $25.25 Feb. 15, 2005 $65,758
John M. O'Meara 9,010 7.3% $25.25 Feb. 15, 2005 53,429
Donald J. Swistowicz 3,612 2.9% $25.25 Feb. 15, 2005 21,419
</TABLE>
NOTES
The "Grant Date Present Value", above, was determined using the so-called
"Black-Scholes" option pricing model. The significant factors or assumptions
incorporated into the Black-Scholes model in estimating the Grant Date Present
Value were as follows:
. Exercise price of the options of $25.25 each, which is equal to the fair
market value of the Company's Common Stock on the date of grant.
. A risk-free rate-of-return of 7.47% that represents the interest rate on a
U.S. Treasury security with a maturity date corresponding to that of the
option term on the date of grant.
. Volatility of 27% calculated using daily stock prices for the one-year
period prior to the grant date.
. Dividends at the rate of $0.76 per share, representing the annualized
dividends paid with respect to a share of the Company's Common Stock at the
date of grant.
. Reductions of approximately 22% to reflect the probability of forfeiture due
to termination prior to vesting, and approximately 12% to reflect the
probability of a shortened option term due to termination of employment
prior to the option expiration date.
. An option term of ten years.
The ultimate value of the options will depend on the future market price of the
Company's Common Stock, which cannot be forecast with reasonable accuracy. The
actual value, if any, an executive may realize upon the exercise of an option
will depend on the excess of the market value of the Company's Common Stock, on
the date the option is exercised, over the exercise price of the option.
AGGREGATED OPTION EXERCISES IN 1995 AND OPTION VALUE TABLE AS OF
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Number of Securities Value of
Shares Underlying Unexercised Unexercised In-the-Money
Acquired Options at Dec. 31, 1995 Options at Dec. 31, 1995
on Value ---------------------------- ----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. O'Meara N/A N/A 70,990 26,851 $741,022 $110,334
John M. O'Meara N/A N/A 54,237 21,835 564,069 89,742
Donald J. Swistowicz N/A N/A 21,502 8,753 224,192 35,984
</TABLE>
NOTES
"N/A" denotes that, since the inception of the First Midwest Bancorp, Inc.
1989 Omnibus Stock and Incentive Plan, no stock option exercises by the
named executives have occurred. Additionally, options are considered "in-
the-money" if the fair market value of the underlying Common Stock exceeds
the exercise price of the related stock option. For "in-the-money" options,
the "Value of Unexercised In-the-Money Options at December 31, 1995"
represents the difference between the closing price ($28.875) of the Common
Stock on December 31, 1995 and the exercise price of the underlying
options, multiplied by the number of applicable options. Since the
inception of such Plan, no stock options have been repriced.
14
<PAGE>
DEFINED BENEFIT OR ACTUARIAL PENSION AND RETIREMENT PLANS
<TABLE>
<CAPTION>
Consolidated Pension Plan
-------------------------
Average Years of Service
Final ----------------------------------------------------
Earnings 10 15 20 25 30 35
-------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$125,000 $10,383 $15,574 $20,766 $25,957 $31,149 $36,340
150,000 12,833 19,249 25,667 32,082 38,499 44,915
175,000 15,283 22,924 30,566 38,207 45,849 53,490
200,000 17,733 26,599 35,466 44,332 53,199 62,065
225,000 20,183 30,274 40,366 50,457 60,549 70,640
</TABLE>
The table above illustrates the amount of annual retirement income, computed on
an actuarial basis using the "straight-life annuity method", provided by the
Company's consolidated defined benefit pension plan at normal retirement age
(65) in specified average earnings and service classifications. (Benefits are
payable for life, or if spousal benefits are elected, a reduced amount is
payable for the life of the employee and of the surviving spouse.)
"Average Final Earnings" are determined substantially on the basis of the
"annual compensation" included in the Summary Compensation Table, subject to the
provisions of the Internal Revenue Code of 1986 (the "Code") limiting the
amount of annual compensation which may be taken into account. (The limitation
for 1995 was $150,000. For the five years prior to 1995, the limitations were
as follows: 1994 - $150,000; 1993 - $235,840; 1992 - $228,860; 1991 -$222,200;
and, 1990 - $209,200.) The amounts shown in the pension table, above, are not
offset by any Social Security benefits available. At December 31, 1995, the
years of credited service for the Company's consolidated defined benefit pension
plan for the individuals named in the Summary Compensation table were as
follows: Robert P. O'Meara - 16; John M. O'Meara - 16; and Donald J.
Swistowicz - 14.
Nonqualified Pension Plan
-------------------------
Because benefits from the Company's consolidated pension plan are subject to
limitations under the Code, during 1989 the Company's Board of Directors
authorized the establishment of a nonqualified pension plan (the "nonqualified
plan"). The nonqualified plan provides for additional pension payments from the
general assets of the Company of amounts which would have been paid to
participants under the actuarially-based pension formula of the Company's
consolidated pension plan absent the compensation limitations of the Code. In
order to reduce the administrative burden associated with the maintenance of a
nonqualified plan, the Board of Directors approved the crediting as deferred
compensation, to all 14 employees participating in the nonqualified plan, of the
present value of the nonqualified vested pension benefits accrued during the
year. Amounts credited as deferred compensation in 1995 for 1995 service to the
executives listed in the Summary Compensation Table were as follows: Robert P.
O'Meara -$36,299; John M. O'Meara - $17,801; and Donald J. Swistowicz - $1,796.
Supplemental Retirement Benefit Plan
------------------------------------
During 1988, the life insurance agreements for Robert P. O'Meara and John M.
O'Meara that had been maintained by the Company and certain of its subsidiaries
since 1977 were restated. In general, the restated agreements (the "Insurance
Agreements") required the Company and certain of its subsidiaries to maintain
life insurance policies covering each officer providing death benefits equal to
three times the officer's base salary as of January 1, 1988. Under the
Insurance Agreements, a portion of the death benefit, equal to the aggregate
amount of premiums paid by the Company and its subsidiaries for the related
policies, would be paid to the Company and subsidiaries, and the remainder would
be paid to the beneficiary designated by the officer. (The life insurance
policies maintained pursuant to the Insurance Agreements have been fully paid
since 1989.)
The Insurance Agreements also afforded the individuals the option, upon
retirement at age 65 or later, or upon the occurrence of other defined events:
to purchase the insurance policies described above by paying to the Company the
total amount of the related insurance premiums paid by the Company or its
subsidiaries; or to receive from the Company an annual supplemental retirement
benefit of 50% of their January 1, 1988 base annual salary, with such benefit
payable monthly over a 10-year guaranteed period and funded primarily through
the accumulation of cash surrender values under the Insurance Agreements. Upon
resignation or termination prior to age 65, however, the individuals would be
entitled to receive as a lump-sum payment the present value of their vested
interests (at the vesting rate of 4% for each year of
15
<PAGE>
employment with the Company or a predecessor organization) in the annual
supplemental retirement benefit.
In 1992, the Board of Directors amended the Insurance Agreements to terminate
the supplemental retirement benefits plan and provide the individuals with the
lump-sum present value described in the paragraph above. Amounts distributed in
1995 to the individuals under the amendment, representing amounts accrued since
the inception of the Insurance Agreements but vested during 1995, and the
related vested percentages as of December 31, 1995, were as follows: Robert P.
O'Meara -$18,208 (100%) and John M. O'Meara - $7,251 (100%).
EXECUTIVE EMPLOYMENT AGREEMENTS
In order to advance the interests of the Company by enabling the Company to
attract and retain the services of key executives upon which the successful
operations of the Company are largely dependent, during 1990 the Board of
Directors authorized the Compensation Committee to tender Employment/Change in
Control Agreements to such key executives. The Compensation Committee has
determined that the following executives are eligible for such Agreements: Class
I Agreements -- Robert P. O'Meara and John M. O'Meara; Class II Agreements --
Donald J. Swistowicz and 6 other senior executives of the Company's
subsidiaries; and Class III Agreements -- 30 other senior executives of the
Company or its subsidiaries.
The Agreements are for a base term of two years for Classes I and II and one
year for Class III and automatically renew unless 90 days notice of non-renewal
is provided to the other party. If an executive's employment is terminated
prior to the expiration of the Agreement or by the providing of notice of non-
renewal, or if the executive is constructively discharged (for example, as a
result of a material reduction in responsibilities or compensation, or other
material breach of the Agreement by the Company), the executive is entitled to a
severance benefit of: twelve months base pay for Class I executives and six
months base pay for Class II and III executives; a prorata short-term bonus
award; and a limited amount of health care and outplacement counseling benefits.
If the executive remains unemployed at the end of such time periods, an
additional amount of limited benefits may be provided at the discretion of the
Company.
Upon a change in control, as defined, the term of the Agreement is extended
three, two and one year(s) for Class I, II and III executives, respectively,
from the date of the change in control. An executive who is terminated or
constructively discharged after a change in control is entitled to a lump sum
payment of the aggregate value [three, two and one time(s) such value for
Classes I, II and III, respectively] of the following benefits: severance pay
(base salary and short-term bonus awards); perquisites to which the executive
was entitled on the date of the change in control; a limited amount of group
health care benefits; contributions for benefits expected to be made to the
Company's tax-qualified and nonqualified retirement plans; and a limited amount
of outplacement counseling.
Supplemental compensation will also be provided to mitigate the effects of any
excise taxes applicable to executive employment payments. Each executive is
subject to a confidentiality agreement, and if the executive voluntarily
terminates employment prior to a change in control, the executive will be
subject to noncompetition and nonsolicitation agreements.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") believes that the Company's
compensation strategy reflects the following: compensation should focus
executives on achieving performance objectives that enhance stockholder value;
compensation should motivate executives to both individually and collectively
take actions that support the attainment of the Company's mission and long and
short-term objectives; and compensation should enable the Company to attract and
retain individuals who are in a position to contribute materially to the
Company's growth, development and financial success.
Executive compensation consists of three primary, variable elements: a base
salary; a potential award under the Company's Short-Term Incentive Plan; and a
potential award under the Company's long-term 1989 Omnibus Stock and Incentive
Plan. In determining the appropriate mix among these elements, the Committee
considers the results of compensation comparisons performed by the Company
itself, the Company's independent compensation consultant, Hewitt Associates,
and various industry associations. Additionally, the specific factors
considered by the Committee in establishing executive compensation under each of
these elements are discussed below.
16
<PAGE>
Base Salary
-----------
Executive base salaries are reviewed annually by the Committee and presented to
the full Board for approval; executives who are members of the Board of
Directors do not participate in the approval process. Executive base salaries
are typically targeted at the competitive median for services performed in
similar capacities in similarly-sized financial institutions (determined on the
basis of various annual surveys of such institutions), adjusted primarily for
individual performance and also for other factors, such as experience,
responsibility and internal equity. Based upon the foregoing, the annual base
salaries of the Executives named in the Summary Compensation Table (the "Named
Executives") were increased by approximately 6.5% from 1994 to 1995.
First Midwest Bancorp, Inc. Short-Term Incentive Plan
-----------------------------------------------------
The First Midwest Bancorp, Inc. Short-Term Incentive Plan (the "Incentive
Plan"), established in 1989, is an integral element of the compensation mix
because the Incentive Plan specifically aligns the short-term performance goals
of the Company and its subsidiaries with the goals of the individual employees
responsible for achieving such goals. Approximately 270 employees were
Incentive Plan participants during 1995. Eligible employees, including the
Named Executives, are placed into one of eight participant categories based upon
salary grade. Target awards are expressed as a percentage of base salary and
range from 5% to 25%, depending upon participant category. (The 1995 target
award for Robert P. O'Meara and John M. O'Meara was 25% each, while the target
award for Donald J. Swistowicz was 20%.) Based upon the level of attainment of
predetermined annual corporate performance goals as well as predetermined
individual performance goals, an award ranging between 0% to 150% of the target
can be earned. Additionally, the Incentive Plan provides for the granting of
additional awards for superior individual performance. Based upon the foregoing
criteria, each of the Named Executives earned the award for 1995 shown in the
Summary Compensation Table.
First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan
-----------------------------------------------------------------
The First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan ("the
1989 Plan") allows the granting of both incentive and nonstatutory stock
options, stock appreciation rights, restricted stock, performance units and
performance shares. To date, only nonstatutory stock options have been awarded.
The 1989 Plan is administered by the Committee with participants being selected
by the Committee from those employees who are in a position to contribute
materially to the Company's long-term growth, development and financial success.
Approximately 55 employees were 1989 Plan participants during 1995. The
exercise price of each stock option reflects the fair market value of the Common
Stock on the date of grant. By featuring a long-term vesting schedule (on or
after the second anniversary of the grant, 50% of the stock options are
exercisable, with the remaining 50% exercisable on or after the third
anniversary of the grant), the Committee seeks to motivate 1989 Plan
participants to enhance the long-term performance of the Company.
The number of options awarded to each participant is determined by taking a
Committee-established percentage, based upon salary grade, of the participant's
salary and dividing that amount by the fair market value of the Common Stock on
the date of grant. However, such amount may be reduced through application of a
subjective factor, ranging from 0% to 100%, to reflect the Committee's
assessment of a participant's individual performance.
Chief Executive Officer Compensation
------------------------------------
Robert P. O'Meara's compensation is determined on the same basis as is the
compensation of the other Named Executives, such basis having been previously
described in this report. Accordingly, Robert P. O'Meara's: base salary was
increased 6.7% from 1994 to 1995; Short Term Incentive Plan award for 1995 of
22.8% of base salary reflected the Company's substantial attainment of the
predetermined annual performance goals previously described; and 1995 award
under the 1989 Omnibus Stock and Incentive Plan reflected application of the
Committee-established percentage of base salary for his salary grade.
Deductibility of Executive Compensation
---------------------------------------
The Committee does not believe that the limitations on the deductibility of
executive compensation imposed by Internal Revenue Code Section 162(m) will
affect the deductibility of compensation expected to be paid under the Company's
existing plans and programs during 1996. The Committee will continue to
evaluate any impact which Section 162(m) may have and take such actions as it
deems appropriate.
17
<PAGE>
Responsibility for Report on Executive Compensation
---------------------------------------------------
This Compensation Committee Report on Executive Compensation was prepared by
the Committee, whose members during 1995 were: O. Ralph Edwards, Chairman; Alan
M. Hallene; and Sister Norma Janssen.
The Committee's Report on Executive Compensation and the following Stock
Performance Graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933 or under the Securities Exchange Act of 1934, except
to the extent the Company specifically incorporates this information by
reference, and shall not otherwise be deemed "filed" under such Acts.
STOCK PERFORMANCE GRAPH
The graph below compares, over a five-year period, the cumulative total return
(defined as stock price appreciation and dividends) to stockholders for the
Company's Common Stock against a broad-market total return equity index and a
commonly-published industry total return equity index. The broad-market total
return equity index utilized in this comparison is the "Standard & Poor's 500
Stock Index" ("the S & P 500"), which is a composite index of the equity
performance of 500 representative companies within those industry groups deemed
significant by Standard & Poor's. The published industry index utilized
in the comparison is the Keefe, Bruyette & Woods, Inc. "KBW 50 Total Return
Index" (the "KBW 50 TR"), which is a composite index of the equity performance
of 50 banking companies located throughout the United States which range in
asset size from $257 billion to $12 billion and are of a median asset size of
$35 billion.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG THE COMPANY,
THE S & P 500 INDEX & KBW 50 TR INDEX *
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
"S&P 500" 100.00 130.34 140.25 154.32 156.42 214.99
"KBW50TR" 100.00 158.28 201.68 212.86 202.00 323.53
"Company" 100.00 115.54 142.95 189.58 184.92 228.96
</TABLE>
* Assumes $100 invested on December 31, 1990 in the Company's Common Stock,
the S & P 500 and the KBW 50 TR and the reinvestment of all related
dividends.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
The following table sets forth, as of the Annual Meeting record date,
information with respect to the beneficial ownership of the outstanding shares
of Common Stock (13,681,832 shares) and vested-but-not-exercised nonstatutory
stock options (567,417 shares) by each Director, Director Nominee and Executive
Officer named in the Summary Compensation Table, and all Directors, Director
Nominees and Executive Officers as a group. To the knowledge of the Company, no
stockholder beneficially owns 5% or more of the outstanding Common Stock.
18
<PAGE>
<TABLE>
<CAPTION>
Number Percent
Beneficial Owner of Shares Ownership
- -------------------------------- --------- ----------
<S> <C> <C>
Andrew B. Barber 352,311 2.47%
Bruce S. Chelberg 7,000 0.05%
O. Ralph Edwards 1,105 0.01%
Joseph W. England 4,332 0.03%
Thomas M. Garvin 3,955 0.03%
Alan M. Hallene 8,577 0.06%
Sister Norma Janssen, O.S.F. 0 0.00%
Robert E. Joyce 325,062 2.28%
C.D. Oberwortmann 345,012 2.42%
John M. O'Meara 404,549 2.84%
Robert P. O'Meara 323,603 2.27%
Donald J. Swistowicz 61,051 0.43%
J. Stephen Vanderwoude 1,000 0.01%
All Directors, Director
Nominees and Executive
Officers as a Group
(13 persons) 1,837,557 12.90%
</TABLE>
Share data in the table above includes the following amounts related to vested-
but-not-exercised nonstatutory stock options: Robert P. O'Meara - 81,655; John
M. O'Meara - 62,917; and Donald J. Swistowicz - 24,982. Additionally, amounts
shown for Robert P. O'Meara and John M. O'Meara include 5,343 and 104,225 shares
of Common Stock, respectively, which are owned by trusts over which such persons
exercise voting and investment rights. Beneficial ownership of such shares is
disclaimed by such individuals.
The Profit Sharing Plan and the ESOP own 681,186 (or 4.98%) and 71,661 (or
0.52%), respectively, of the shares of Common Stock. Pursuant to the Profit
Sharing Plan and the ESOP, participants exercise voting rights with respect to
the portion of the shares of Common Stock allocated to their accounts, and also
direct the Trustee with respect to the investment of their accounts among the
investment funds maintained under the Profit Sharing Plan. Accordingly, only
those shares of Common Stock attributable to the Profit Sharing Plan and ESOP
accounts of the persons and groups listed are included in the above table.
(Refer to "Direction Cards for Participants in the First Midwest Bancorp
Employee Stock Ownership Plan and the First Midwest Bancorp Savings and Profit
Sharing Plan" for additional information.)
RIGHT OF FIRST REFUSAL AGREEMENTS
On June 22, 1994, the Company entered into "Right of First Refusal Agreements"
with certain stockholders who directly own approximately 12% of the
Company's outstanding Common Stock. The Agreements provide that if a
stockholder dies and the stockholder's representative desires to sell any of the
stockholder's shares of the Company's Common Stock, the representative must
first offer such shares to the Company. The Agreements impose no obligation on
the Company to purchase any such shares. If the Company elects to purchase such
shares, the price to be paid would be equal to the fair market value of such
shares as determined by reference to transactions reported for the Company's
Common Stock on The NASDAQ Stock Market. The Directors (or former Director) of
the Company who are parties to, or are affected by, these Agreements are:
Andrew B. Barber; Robert E. Joyce; C.D. Oberwortmann; John M. O'Meara; Robert P.
O'Meara; and Frank J. Turk, Sr. (At the time of former Director Turk's death in
November, 1995, he was the beneficial owner of 162,368 shares, or 1.31%, of the
Company's Common Stock. Former Director Turk's shares have not been offered to
the Company as of the date of this Proxy Statement.)
OWNERSHIP REPORTS
Section 16 of the Securities Exchange Act requires directors, certain officers
and certain other owners to periodically file notices of changes in beneficial
ownership of Common Stock with the Securities and Exchange Commission. To the
best of the Company's knowledge, during 1995 all required filings were timely
submitted.
19
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company, through certain of its subsidiaries, has made loans and had
transactions with certain of its Executive Officers and Directors. However, all
such loans and transactions were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and did
not involve more than the normal risk of collectibility or present other
unfavorable features.
INDEPENDENT AUDITORS
For 1995 the Board of Directors retained KPMG Peat Marwick LLP as the Company's
independent auditors. A representative of KPMG Peat Marwick LLP will be present
at the Annual Meeting, will have an opportunity to make a statement, if desired,
and will be available to respond to appropriate questions. The Audit Committee
currently intends to recommend to the Board of Directors the selection of
independent auditors for 1996 at the May 1996 Board of Directors meeting.
OTHER BUSINESS
So far as is presently known, there is no business to be transacted at the
Annual Meeting other than that referred to in the Notice of Annual Meeting of
Stockholders and it is not anticipated that other matters will be brought before
the Annual Meeting. If, however, other matters should be brought before the
Annual Meeting, proxy holders would vote or act in accordance with their
judgment on such matters.
STOCKHOLDER PROPOSALS AT THE 1997 ANNUAL MEETING
Stockholders desiring to submit proposals to be voted upon by stockholders at
the 1997 Annual Meeting must submit their proposals to the Corporate Secretary,
at the Company's executive offices in Itasca, Illinois, no later than November
14, 1996. Any such proposals shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934 and to the provisions of
the Company's Restated Certificate of Incorporation. (It is presently
anticipated that the 1997 Annual Meeting will be held on April 16, 1997.)
By Order of the Board of Directors:
Alan R. Milasius
Senior Vice President & Corporate Secretary
Date: March 8, 1996
20
<PAGE>
PROXY
FIRST MIDWEST BANCORP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 16, 1996
I, the undersigned stockholder of First Midwest Bancorp, Inc. (the "Company"),
hereby appoint Donald J. Swistowicz, Alan R. Milasius and Susan M. Smerz, or any
of them, the true and lawful attorney of the undersigned, with full power of
substitution, to appear and act as proxies of the undersigned, and to vote, as
designated below, all the shares of Common Stock of the Company held on record
by the undersigned on February 28, 1996 at the Annual Meeting of Stockholders of
the Company to be held on April 16, 1996 or any adjournment(s) thereof as fully
as the undersigned might or could do if personally present.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY USING THE
ENCLOSED ENVELOPE.
1. ELECTION OF DIRECTORS: Andrew B. Barber; O. Ralph Edwards; Thomas M.
Garvin; Sister Norma Janssen, O.S.F.
FOR WITHHELD FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING
NOMINEE(S):
2. For the two proposals to amend the Company's Restated Certificate of
Incorporation. FOR AGAINST ABSTAIN
3. For the proposal to amend the Company's 1989 Omnibus Stock and Incentive
Plan. FOR AGAINST ABSTAIN
4. In their discretion on any other item of business as may properly come
before the Annual Meeting or any adjournment(s) thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR, FOR THE TWO PROPOSALS TO
AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION, FOR THE PROPOSAL TO
AMEND THE COMPANY'S 1989 OMNIBUS STOCK AND INCENTIVE PLAN, AND AS TO ANY OTHER
ITEM OF BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) THEREOF, IT WILL BE VOTED IN THE DISCRETION OF THE NAMED PROXIES.
SIGNATURE(S) & DATE
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
<PAGE>
DIRECTION CARD (PROFIT SHARING PLAN)
FIRST MIDWEST BANCORP, INC.
FIRST MIDWEST BANCORP SAVINGS AND PROFIT SHARING PLAN AND TRUST
DIRECTION FOR VOTING SHARES OF THE COMPANY HELD IN THE TRUST
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 16, 1996
I hereby direct the Trustee, First Midwest Trust Company, N.A. or any successor
Trustee, to vote, as designated below, all the shares of Common Stock of First
Midwest Bancorp, Inc. (the"Company") subject to voting direction by the
undersigned at the Annual Meeting of Stockholders of the Company to be held on
April 16, 1996 or any adjournment(s) thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
Please mark, sign and date this Direction Card and return it promptly using the
enclosed envelope.
1. ELECTION OF DIRECTORS: Andrew B. Barber; O. Ralph Edwards; Thomas M.
Garvin; Sister Norma Janssen, O.S.F.
FOR WITHHELD FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING
NOMINEE(S):
2. For the two proposals to amend the Company's Restated Certificate of
Incorporation. FOR AGAINST ABSTAIN
3. For the proposal to amend the Company's 1989 Omnibus Stock and Incentive
Plan. FOR AGAINST ABSTAIN
4. In their discretion on any other item of business as may properly come
before the Annual Meeting or any adjournment(s) thereof.
THESE DIRECTIONS ARE REQUESTED BY THE TRUSTEE WITH REGARD TO THE VOTING OF A
PROXY SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS FROM THE TRUSTEE AS THE
RECORD OWNER OF SHARES HELD PURSUANT TO THE FIRST MIDWEST BANCORP SAVINGS AND
PROFIT SHARING PLAN AND TRUST. IF NO INSTRUCTION IS MADE ON THIS DIRECTION
CARD, THE SHARES REPRESENTED HEREBY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES FOR DIRECTOR, FOR THE TWO PROPOSALS TO AMEND THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION, FOR THE PROPOSAL TO AMEND THE COMPANY'S 1989
OMNIBUS STOCK AND INCENTIVE PLAN, AND AS TO ANY OTHER ITEM OF BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) THEREOF, IT WILL
BE VOTED IN THE DISCRETION OF THE TRUSTEE.
SIGNATURE & DATE
NOTE: Please sign exactly as name appears hereon.
<PAGE>
DIRECTION CARD (ESOP)
FIRST MIDWEST BANCORP, INC.
FIRST MIDWEST BANCORP EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
DIRECTION FOR VOTING SHARES OF THE COMPANY HELD IN THE TRUST
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 16, 1996
I hereby direct the Trustee, First Midwest Trust Company, N.A. or any successor
Trustee, to vote, as designated below, all the shares of Common Stock of First
Midwest Bancorp, Inc. (the "Company") subject to voting direction by the
undersigned at the Annual Meeting of Stockholders of the Company to be held on
April 16, 1996 or any adjournment(s) thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
Please mark, sign and date this Direction Card and return it promptly using the
enclosed envelope.
1. ELECTION OF DIRECTORS: Andrew B. Barber; O. Ralph Edwards; Thomas M.
Garvin; Sister Norma Janssen, O.S.F.
FOR WITHHELD FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING
NOMINEE(S):
2. For the two proposals to amend the Company's Restated Certificate of
Incorporation. FOR AGAINST ABSTAIN
3. For the proposal to amend the Company's 1989 Omnibus Stock and Incentive
Plan. FOR AGAINST ABSTAIN
4. In their discretion on any other item of business as may properly come
before the Annual Meeting or any adjournment(s) thereof.
THESE DIRECTIONS ARE REQUESTED BY THE TRUSTEE WITH REGARD TO THE VOTING OF A
PROXY SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS FROM THE TRUSTEE AS THE
RECORD OWNER OF SHARES HELD PURSUANT TO THE FIRST MIDWEST BANCORP EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST. IF NO INSTRUCTION IS MADE ON THIS DIRECTION CARD, THE
SHARES REPRESENTED HEREBY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR
DIRECTOR, FOR THE TWO PROPOSALS TO AMEND THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION, FOR THE PROPOSAL TO AMEND THE COMPANY'S 1989 OMNIBUS STOCK AND
INCENTIVE PLAN, AND AS TO ANY OTHER ITEM OF BUSINESS AS MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT(S) THEREOF, IT WILL BE VOTED IN THE
DISCRETION OF THE TRUSTEE.
SIGNATURE & DATE
NOTE: Please sign exactly as name appears hereon.
