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) December 20, 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 Boulevard, Suite 405, Itasca, Illinois 60143
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 875-7450
(Former name and address, if changed since last report)
Exhibit Index is on Page 5
FIRST MIDWEST BANCORP, INC.
FORM 8-K
DECEMBER 20, 1995
Item 2. Acquisition or Disposition of Assets
On December 20, 1995, First Midwest Bancorp, Inc. ("First Midwest") consummated
the acquisition of CF Bancorp, Inc. ("CF"), the Holding Company of Citizens
Federal Savings Bank of Davenport, Iowa. The transaction was structured as an
exchange of stock and was accounted for on a pooling of interests basis. The
stock exchange resulted in CF shareholders receiving 1.4545 shares of First
Midwest common stock for each share of CF common stock owned in a tax free
exchange.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired: Incorporated by
Reference to First Midwest's Registration Statement on Form S-4
(Registration No. 33-62581) filed on September 12, 1995. Pages
43-45 of such Registration Statement includes financial
statements of the acquired business, CF Bancorp, Inc., in
substantially the same form as required by this Item 7.a.
(b) Proforma Financial Information: Incorporated by reference to
First Midwest's Registration Statement on Form S-4 (Registration
No. 33-62581) filed on September 12, 1995. Pages 43-45 of such
Registration Statement includes proforma financial information
for First Midwest and CF Bancorp, Inc., in substantially the same
form as required by this Item 7.b.
(c) Exhibits - Exhibit index is located on page 5 of this report on
Form 8-K.
FIRST MIDWEST BANCORP, INC.
FORM 8-K
December 20, 1995
The following Items are not applicable for this Form 8-K:
Item 1. Changes in Control of Registrant
Item 3. Bankruptcy or Receivership
Item 4. Changes in Registrant's Certifying Accountant
Item 5. Other Events
Item 6. Resignations of Registrant's Directors
Item 8. Change in Fiscal Year.
FIRST MIDWEST BANCORP, INC.
FORM 8-K
December 20, 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: January 4, 1996 DONALD J. SWISTOWICZ
Donald J. Swistowicz
Executive Vice President
FIRST MIDWEST BANCORP, INC.
FORM 8-K
DECEMBER 20, 1995
EXHIBIT INDEX
Page
Exhibit Number
Description of Documents
Number
2 Plan of Acquisition - Incorporated by Reference
to Appendix A to First Midwest's Registration
on Form S-4 (Registration No. 33-62581)
23.1 Consent of KPMG Peat Marwick LLP 6
23.2 Consent of McGladrey & Pullen, LLP 7
99 Press release issued by First Midwest 8
Bancorp, Inc. dated December 21, 1995 9
EXHIBIT 23.1
KPMG Peat Marwick LLP
The Board of Directors
First Midwest Bancorp, Inc.:
We consent to incorporation by reference in Form 8-K of First Midwest Bancorp,
Inc. of our report dated January 20, 1995, relating to the consolidated
statements of condition of First Midwest Bancorp, Inc. and subsidiaries as of
December 31, 1994 and 1993, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1994, which report appears in the December
31, 1994, annual report on Form 10-K of First Midwest Bancorp, Inc.
KPMG PEAT MARWICK LLP
Chicago, Illinois
January 5, 1996
Member Firm of
Klynveld Peat Marwick Goerdeler
EXHIBIT 23.2
MCGLADREY & PULLEN, LLP
Certified Public Accountants and Consultants
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the December 20, 1995 Form 8-K
of First Midwest Bancorp, Inc., of our report dated July 28, 1995 with respect
to the financial statements included in the Form 10-K Annual Report of CF
Bancorp, Inc. for the fiscal year ended June 30, 1995.
McGLADREY & PULLEN, LLP
Davenport, Iowa
January 5, 1996
EXHIBIT 99
FIRST MIDWEST BANCORP COMPLETES ACQUISITION OF CF BANCORP
ITASCA, IL., DECEMBER 21, 1995-First Midwest Bancorp, Inc.(NASDAQ/NMS:FMBI)
today announced that it has consummated the previously reported acquisition of
CF Bancorp (NASDAQ:CFBC), the holding company of Citizens Federal Savings Bank
of Davenport, Iowa. The transaction was structured as an exchange of stock and
was accounted for on a pooling-of-interest basis.
The transaction represents First Midwest's first interstate acquisition and
enhances its already strong position in the Illinois-Iowa Quad-Cities market
comprised of the cities of Moline and Rock Island, Illinois and Davenport and
Bettendorf, Iowa. First Midwest has operated for many years in the Illinois
half of the Quad-Cities where it has approximately $375 million in assets.
Headquartered in Davenport with additional offices in Davenport and Bettendorf,
CF has $225 million in assets. With $600 million in assets and seven full-
service offices, three in Illinois and four in Iowa, the combined operations
result in the largest financial institution serving the entire market. In
addition to its strong banking presence, First Midwest enjoys a similarly strong
trust-investment management presence in the Quad-Cities with assets under
management exceeding $500 million.
The Quad-Cities is a significant market that is sometimes not recognized as the
diversified, dynamic and growing area that it represents. As an MSA, the Quad-
Cities is an area having a population of some 400,000, employment in excess of
200,000 and annual retail sales of approximately $2.5 billion. As such, from
each of these perspectives the Quad-Cities is larger than the perhaps better
known markets of Peoria, Rockford, Springfield, Bloomington-Normal and
Champaign-Urbana, Illinois.
Commenting on the merger, Robert P. O'Meara, First Midwest Bancorp's President &
Chief Executive Officer, said, "the affiliation with CF, a very successful and
highly respected company, permits us to more fully participate in the bright
future of the entire Quad-Cities area. Our office coverage of the entire Quad-
Cities represents a level of service and convenience not even approached by
other financial institutions."
Paul Eckert, CF Bancorp's President & Chief Executive Officer, said, "the
dynamics and outlook for the Quad-Cities is very positive and our affiliation
with First Midwest represents another step in enhanced financial service and
convenience for our customers. The combination of our retail and their
commercial and trust-investment management strengths will enable us to better
serve our individual and business customers alike."
At $3.2 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 and eastern Iowa.
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