UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 13,
1996
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 Boulevard, Suite 405, Itasca, Illinois 60143
(Address of principal executive offices)
(Zip Code)
(630) 875-7450
Registrant's telephone number, including area code
N.A.
(Former name and address, if changed since last report)
Exhibit Index is on Page 5
FIRST MIDWEST BANCORP, INC.
FORM 8-K
NOVEMBER 13, 1996
Item 5. Other Events
On November 13, 1996 First Midwest Bancorp, Inc. (the "Company")
announced its intent to repurchase up to 900,000 shares of its
common stock, or approximately 6.6% of such shares outstanding.
The shares will be purchased from time to time in both open
market and private transactions. The Company will also
repurchase an additional number of shares that it anticipates
issuing in the next approximately 12 months in conjunction with
its stock option and employee benefit plans. These purchases
will also be made from time to time in open market transactions.
On November 21, 1996, the Company announced a five-for-four stock
split effected in the form of a stock dividend and a 19% increase
in its cash dividend. As a result of the stock split,
shareholders of record as of December 1, 1996 will receive one
additional share of First Midwest common stock for every four
shares owned. Shareholders entitled to fractional shares will
receive cash in lieu of fractional certificates based on the
average of the daily closing prices of the Company's common stock
for the five (5) trading days immediately preceding the record
date of December 1, 1996. The new shares and any cash in lieu of
fractional certificates will be issued on December 16, 1996.
The new cash dividend of $.20 per share will be paid on January
21, 1997 to shareholders of record on December 27, 1996. The
dividend will be paid both on current outstanding shares and
newly issued shares as a result of the stock split. This is the
second dividend increase declared in 1996 and the fifth increase
in the last four years.
Item 7. Financial Statements and Exhibits
Exhibit Index is located on Page 5 of this Report on Form 8-K.
2
FIRST MIDWEST BANCORP, INC.
FORM 8-K
NOVEMBER 13, 1996
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
3
FIRST MIDWEST BANCORP, INC.
FORM 8-K
NOVEMBER 13, 1996
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: December 2, 1996
DONALD J. SWISTOWICZ
Donald J. Swistowicz
Executive Vice President
4
FIRST MIDWEST BANCORP, INC.
FORM 8-K
NOVEMBER 13, 1996
EXHIBIT INDEX
Page
Exhibit Number
Exhibit 28.1 Press release issued by First Midwest Bancorp,
Inc. dated November 13, 1996 6
Exhibit 28.2 Press release issued by First Midwest Bancorp,
Inc. dated November 21, 1996 7
5
CONTACT: Donald J.
Swistowicz
FOR IMMEDIATE RELEASE (630) 875-7460
TRADED: NASDAQ/NMS
SYMBOL: FMBI
FIRST MIDWEST BANCORP
ANNOUNCES SHARE REPURCHASES
ITASCA, IL., NOVEMBER 13, 1996--First Midwest Bancorp, Inc.
(NASDAQ/NMS:FMBI) today announced that it intends to repurchase
up to 900,000 shares, or 6.6%, of its outstanding common stock.
The shares will be purchased from time to time in the open market
and/or through privately negotiated transactions.
The Company also announced its intention to repurchase an
additional number of shares that it anticipates issuing in the
next approximate 12 months in conjunction with its stock option
and employee benefit plans. These purchases will also be made
from time to time in open market transactions.
With assets of $3.1 billion, First Midwest is Illinois'
third largest bank holding company providing commercial banking,
trust, investment management and mortgage services in northern
Illinois and eastern Iowa.
# # #
CONTACT:
James M.
Roolf
FOR IMMEDIATE RELEASE (630) 875-7452
TRADED: NASDAQ/NMS
SYMBOL: FMBI
FIRST MIDWEST SPLITS STOCK 5-FOR-4 -
INCREASES CASH DIVIDEND 19%
ITASCA, IL., NOVEMBER 21, 1996--First Midwest Bancorp, Inc.
(NASDAQ/NMS:FMBI) today announced that its Board of Directors
declared a five (5) shares for four (4) shares common stock split
and increased the cash dividend by 19%.
As a result of the stock split, shareholders of record as of
December 1, 1996 will receive one additional share of First
Midwest common stock for every four shares owned. Shareholders
entitled to fractional shares will receive cash in lieu of
fractional certificates based on the average of the daily closing
prices of the Company's common stock for the five (5) trading
days immediately preceding the record date of December 1, 1996.
The new shares and any cash in lieu of fractional certificates
will be issued on December 16, 1996.
The new cash dividend of $.20 per share will be paid on
January 21, 1997 to shareholders of record on December 27, 1996.
The dividend will be paid both on current outstanding shares and
newly issued shares as a result of the stock split. This is the
second dividend increase declared in 1996 and the fifth increase
in the last four years.
Robert P. O'Meara, President and CEO of First Midwest
Bancorp, Inc. stated that "the 25% increase in outstanding shares
resulting from the stock split should generate wider distribution
and improved marketability of our shares while the significant
increase in the cash dividend is consistent with our growth in
earnings and future prospects".
The common stock split and increase in cash dividend follows
the Company's announcement last week of its intention to
repurchase up to 900,000 or 6.6% of its shares outstanding.
In other matters, the Board of Directors fixed April 16,
1997 as the date of the 1997 Annual Shareholders Meeting.
With assets of $3.1 billion, First Midwest is Illinois'
third largest bank holding company providing commercial banking,
trust, investment management and mortgage services in northern
Illinois and eastern Iowa.
# # #
2
