<PAGE>
FILED PURSUANT TO RULE NO. 424(b)(1)
REGISTRATION NO. 333-31665
PROSPECTUS July 29, 1997
FIRST MIDWEST BANCORP, INC.
150,000 Shares
Common Stock
($.01 par value)
First Midwest Bancorp, Inc. ("First Midwest" or the "Company"), a Delaware
corporation and a bank holding company, offers hereby to sell to a licensed
broker/dealer 150,000 shares, of its $.01 par value Common Stock ("Common
Stock"), which is the only class of common stock currently authorized by the
Company's Restated Certificate of Incorporation. All of the shares being offered
hereby are being sold by the Company. The Common Stock is quoted on the Nasdaq
Stock Market under the symbol "FMBI". On July 24, 1997, the last sale price of
the Common Stock as reported on the Nasdaq Stock Market was $32.125 per share.
See "Price Range of Common Stock."
See "Investment Considerations" (located on page 6 of this Prospectus) for a
discussion of certain information that should be considered by prospective
investors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.
<TABLE>
<CAPTION>
=================================================================
Price to Distribution Proceeds to
Broker/Dealer Expenses Company*
-----------------------------------------------------------------
<S> <C> <C> <C>
Per Share...... $ 32.00 * $0 $ 32.00
-----------------------------------------------------------------
Total.......... $4,800,000 * $0 $4,800,000
=================================================================
</TABLE>
* The Company intends to sell all of the shares being offered hereby to a single
broker/dealer at a price of $32 net to the Company before deducting estimated
expenses of $12,000, which are payable by the Company.
<PAGE>
PROSPECTUS SUMMARY
The following is a summary of certain information contained elsewhere in
this Prospectus. The summary is not complete and is qualified in its
entirety by more detailed information contained elsewhere in this
Prospectus and particularly in specific sections referred to below.
Prospective purchasers of the shares of Common Stock offered hereby should
carefully consider, among other things, the information set forth under the
heading "Investment Considerations".
The Company
The Company is a Delaware corporation that was incorporated in 1982 for
the purpose of becoming a multi-bank holding company. The subsidiaries
("Affiliates") of the Company include a commercial bank that is a national
banking association and three nonbank Affiliates that offer trust,
investment advisory, mortgage banking and credit life insurance related
services in the same markets served by the bank. The Company, headquartered
in the Chicago suburb of Itasca, Illinois, is Illinois' third largest
publicly traded bank holding company with assets of approximately $3.0
billion at March 31, 1997.
The Company's national bank affiliate, First Midwest Bank, National
Association (the "Bank"), is engaged in the general commercial banking
business which embraces all the usual functions of commercial and retail
banking, including: accepting deposits; commercial and industrial, consumer
and real estate lending; collections; safe deposit box operations; and
other banking services tailored for individual, commercial and industrial
and governmental customers. The Bank operates 50 banking offices in
northern Illinois with approximately 80% of its banking assets located in
the suburban metropolitan Chicago area. Another approximate 13% of the
Bank's assets are located in the "Quad-Cities" area of Western Illinois
which includes the Illinois cities of Moline and Rock Island and the Iowa
cities of Davenport and Bettendorf. The remaining assets of the Bank are
located in the southeastern region of Illinois in Vermilion and Champaign
counties. In each of the primary markets in which the Bank operates, it
ranks among the top five banking institutions in market share of deposits.
First Midwest Trust Company, N.A. (the "Trust Company") provides trust
and investment management services to its clients, acting as executor,
administrator, trustee, agent, and in various other fiduciary capacities.
As of March 31, 1997, the Trust Company had approximately $1.4 billion in
trust assets under management, comprised of accounts ranging from small
personal investment portfolios to large corporate employee benefit plans.
First Midwest Insurance Company operates as a reinsurer of credit life,
accident and health insurance sold through the Bank, primarily in
conjunction with its consumer lending operations.
First Midwest Mortgage Corporation (the "Mortgage Corporation") performs
centralized residential real estate mortgage loan origination, sales and
servicing operations previously conducted by the Bank.
The Company's principle executive office is located at 300 Park
Boulevard, Suite 405, Itasca, Illinois, 60143-0459, and its telephone
number is (630) 875-7450.
1
<PAGE>
Pending Acquisition
The Company has entered into a definitive agreement to acquire SparBank,
Incorporated ("SparBank"), the holding company of McHenry State Bank
("MSB") which is headquartered in McHenry, Illinois. MSB had total assets
of approximately $444 million as of March 31, 1997.
Pursuant to the acquisition, to be accounted for as a pooling of
interests, SparBank stockholders will receive 21.7234 shares of the
Company's Common Stock for each share of SparBank common stock in a tax-
free exchange. Based on the current market price of the Company's stock the
transaction value of the acquisition approximates $105 million. See
"Proforma Financial Information" located on Page 9 of this Prospectus for
additional information with respect to such acquisition.
The Offering
Common Stock offered by the Company ........................ 150,000 shares
Common Stock outstanding after the offering ....... 16,798,616 /(1)/ shares
Use of Proceeds ................................ General corporate purposes
Nasdaq Stock Market Symbol ........................................... FMBI
----------------------------------------
(1) Excludes 682,105 shares of Common Stock issuable upon the exercise of
vested stock options outstanding under the Company's Stock Option Plan
at July 24, 1997 and 3,230,769 shares of Common Stock issuable upon the
consummation of the acquisition of SparBank.
2
<PAGE>
<TABLE>
<CAPTION>
Selected Consolidated Financial Data
(dollar amounts in thousands, except per share data)
The following table sets forth selected financial data of the Company and its
affiliates on a consolidated basis for the periods indicated:
Quarters
ended March 31, Years ended December 31,
--------------------- -----------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Results
Interest income.................... $ 57,899 $ 59,183 $ 237,171 $ 245,187 $ 205,359 $ 183,952 $ 186,943
Interest expense................... 26,608 29,783 114,422 126,620 90,792 73,174 84,247
Net interest income................ 31,291 29,400 122,749 118,567 114,567 110,778 102,696
Provision for loan losses.......... 2,078 859 7,469 11,334 8,543 11,497 15,608
Noninterest income................. 8,461 6,910 31,433 30,835 28,201 30,918 32,475
Noninterest expense................ 23,769 23,477 94,040 94,070 93,808 94,038 90,821
Special nonrecurring items......... - (324) 287 3,529 3,900 - -
Income tax expense................. 5,179 4,373 18,670 14,784 13,359 11,933 8,840
Net income......................... 8,726 7,925 33,716 25,685 23,158 24,228 19,902
Net income - before special
nonrecurring items (1)........... 8,726 7,727 33,488 28,861 25,537 24,228 19,902
=======================================================================================================================
Per Share Data
Net income......................... $ 0.52 $ 0.46 $ 1.97 $ 1.51 $ 1.37 $ 1.41 $ 1.14
Net income-before special
nonrecurring items (1)........... 0.52 0.45 1.96 1.70 1.51 1.41 1.14
Cash dividends declared............ 0.20 0.17 0.70 0.61 0.54 0.48 0.42
Book value at period end........... 15.46 14.71 15.50 14.58 12.32 12.99 11.91
Book value at period end,
as adjusted (2).................. 15.66 14.75 15.53 14.54 13.55 12.74 11.91
Market value at period end......... 29.75 22.63 32.63 23.13 19.19 20.19 15.63
=======================================================================================================================
Performance Ratios
Return on average equity........... 13.66% 12.66% 13.17% 11.02% 10.87% 11.44% 10.07%
Return on average equity-before
special nonrecurring items (1)... 13.66% 12.35% 13.08% 12.38% 11.99% 11.44% 10.07%
Return on average assets........... 1.17% 1.02% 1.09% 0.81% 0.78% 0.90% 0.81%
Return on average assets-before
special nonrecurring items (1)... 1.17% 0.99% 1.08% 0.91% 0.86% 0.90% 0.81%
Net interest margin - tax
equivalent....................... 4.57% 4.13% 4.33% 4.04% 4.17% 4.53% 4.68%
Dividend payout ratio.............. 36.45% 39.24% 35.74% 40.26% 39.71% 34.04% 36.49%
Equity to average assets ratio .... 8.59% 8.03% 8.24% 7.33% 7.14% 7.87% 8.08%
=======================================================================================================================
March 31, December 31,
--------------------- -----------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance Sheet Highlights
Total assets....................... $3,011,748 $3,147,211 $3,119,238 $3,207,297 $3,101,030 $2,885,354 $2,504,148
Loans.............................. 2,058,677 1,939,500 2,085,277 2,085,604 1,896,936 1,699,065 1,564,521
Deposits........................... 2,269,264 2,248,977 2,260,667 2,272,058 2,133,526 2,066,742 2,012,063
Stockholders' equity............... 258,089 251,785 262,140 249,233 208,167 219,818 207,198
=======================================================================================================================
</TABLE>
(1) First quarter 1996 excludes $198, or $.01 per share (after tax) from
acquisition credits. 1996 year end excludes $228, or $.01 per share (after
tax) from acqusition credits, net of a one time SAIF assessment. 1995 year
end excludes $3,176, or $.19 per share (after tax) in acquisition expenses,
net of restructure credits and acquistion related provisions for loan
losses. 1994 year end excludes $2,379, or $.14 per share (after tax) in
restructure expenses.
(2) Excludes the after-tax unrealized net appreciation/depreciation on
securities available for sale existent as of the end of the period
indicated.
3
<PAGE>
INVESTMENT CONSIDERATIONS
Prospective purchasers should consider carefully the following factors
associated with the ownership of the Common Stock together with the other
information contained in this Prospectus.
Competition. Illinois, and more specifically the metropolitan Chicago
area, is a highly competitive market for banking and related financial
services. Since this area is the Company's focus market, the Bank and
Mortgage Corporation are exposed to varying types and levels of competition
from associated industries. In general, however, the Bank and Mortgage
Corporation compete with other banking institutions, savings and loan
associations, personal loan and finance companies, and credit unions within
its market areas. The Trust Company competes with retail and discount stock
brokers, investment advisors, mutual funds, insurance companies, and to a
lesser extent, financial institutions. Factors influencing the type of
competition experienced by the Trust Company generally involve the variety
of products and services that can be offered to clients. Satisfying the
needs of the client, in terms of providing quality services and tailored
products at competitive prices, primarily dictates the competitive
advantage within the industry.
Loan Portfolio Risks. Inherent in the Company's banking operations are
risks associated with the loan portfolio, including credit, interest rate,
prepayment and liquidity risk. The Company manages such risks through
adherence to policies and procedures designed to control and/or limit risk,
such as underwriting and asset/liability policies and procedures as well as
a detailed loan rating system used in conjunction with independent credit
reviews performed by its loan review staff. Further, loan loss reserve
policies provide Management with recommended levels of loan reserves,
mitigating the financial statement impact of unforeseen future losses on
loans. Overall loan portfolio risk inherent in the Company's loan portfolio
is not believed by Management to be in excess of risks experienced by
others in the same or similar industries.
Impact of Interest Rate Changes. Interest rate risk is an inherent part
of the banking business as financial intermediaries garner deposits and
borrow other funds to finance earning assets. Risk results when either
contractual relationships or prevailing market conditions cause rates paid
on deposits and other borrowings to reprice on a basis which does not
coincide with the repricing events affecting yields on earning assets. If
more assets than liabilities reprice in a given time period, the balance
sheet is considered asset-sensitive. In a rising interest rate environment,
this position would generally result in favorable growth in net interest
income, and in a declining interest rate environment, net interest income
would be adversely affected. Conversely, if more liabilities than assets
reprice, the balance sheet is considered liability-sensitive. In a rising
rate environment, this position would generally result in an adverse effect
on net interest income, and in a declining interest rate environment the
effect would be favorable.
Economic Conditions and Monetary Policies. Conditions beyond Management's
control may have a significant impact on changes in net interest income
from one period to another. Examples of such conditions could include: (a)
the strength of credit demands by customers; (b) fiscal and debt management
policies of the federal government, including changes in tax laws; (c) the
Federal Reserve Board's monetary policy, including the percentage of
deposits that must be held in the form of non-earning cash reserves; (d)
the introduction and growth of new investment instruments and transaction
accounts by non-bank financial competitors; and (e) changes in rules and
regulations governing payment of interest on deposit accounts.
Government Regulation. The Company and its Affiliates are subject to
regulation and supervision by various governmental regulatory authorities
including, but not limited to, the Federal Reserve Board, the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation (the
"FDIC"), the Illinois Commissioner of Banks and Real Estate, the Arizona
Department of Insurance, the Internal Revenue Service and state taxing
authorities. Financial institutions and their holding companies are
extensively regulated under federal and state law.
Federal and state laws and regulations generally applicable to financial
institutions, such as the Company and the Affiliates, regulate, among other
things, the scope of business, investments, reserves against deposits,
capital levels relative to operations, the nature and amount of collateral
for loans, the establishment of branches, mergers, consolidations and
dividends. This supervision and regulation is intended primarily for the
protection of the FDIC's bank and savings association insurance funds and
depositors of a financial institution. Consequently, laws and regulations
may impose limitations on the Company that may not be in the best interests
of the Company and its stockholders. The effect of such statutes,
regulations and policies can be significant, and cannot be predicted with a
high degree of certainty.
4
<PAGE>
FDIC Insurance Premiums. The deposits of the Company and SparBank are
insured up to $100,000 per insured member (as defined by law and
regulation) by the FDIC with such insurance backed by the full faith and
credit of the United States government. The Company's and SparBank's
deposits are predominantly insured by the Bank Insurance Fund ("BIF") while
certain deposits of the Company are insured by the Savings Association
Insurance Fund ("SAIF"), both of which are administered by the FDIC.
As insurer, the FDIC assesses deposit insurance premiums and is
authorized to conduct examinations of, and require reporting by, FDIC-
insured institutions. Deposit insurance premiums are assessed through a
risk-based system under which all insured depository institutions are
placed into one of nine categories and assessed insurance premiums based
upon their level of capital and supervisory evaluation. Institutions
assigned higher risk classifications pay deposit insurance premiums at a
higher rate than the institutions assigned lower risk classifications.
The 1997 annual deposit insurance premium established by the FDIC for the
Company's and SparBank's BIF assessable deposits is set at 0%, reflecting
the lowest premium assessment as both financial institutions are classified
as well-capitalized. Further, as a result of the special assessment on SAIF
deposits required by the Deposit Insurance Funds Act of 1996, the SAIF was
recapitalized on October 1, 1996. Accordingly, no premium assessments are
imposed on the Company's SAIF deposits for 1997. It is unknown whether such
assessments will change in future periods.
For 1997, the Company and SparBank will pay premium assessments on both
its BIF and SAIF deposits in order to service the interest on the Financing
Corporation ("FICO") bond obligations which were used to finance the cost
of "thrift bailouts" in the 1980's. The FICO assessment rates on BIF
assessable deposits were set at $.01296 and $.0126 per $100 of insured
deposits for the 1997 first and second semi-annual periods, respectively,
and $.0648 and $.0630 per $100 in deposits for SAIF assessable deposits.
These rates may be adjusted quarterly to reflect changes in assessment
basis for the BIF and SAIF. By law, the FICO rate on BIF assessable
deposits must be 1/5 of the rate on SAIF assessable deposits until the
insurance funds are merged or until January 1, 2000, which ever occurs
first.
Acquisition Charge. On or about September 30, 1997, the Company will
consummate its earlier-announced acquisition of SparBank (see "Pending
Acquisition" located on page 4). Incident to such acquisition, the Company
expects to record an acquisition charge (currently estimated to be
approximately $6.5 million). The actual acquisition charge will be
determined and recorded in the quarter in which the acquisition is
consummated. Information with respect to the financial condition and
results of operations for SparBank, including proforma financial statements
of the Company reflecting such acquisition, is located beginning on page 9
of this Prospectus under the section entitled "Proforma Financial
Information".
Anti-Takeover Provisions. The Company has taken a number of actions which
could have the effect of discouraging a takeover attempt that might be
beneficial to stockholders who wish to receive a premium for their shares
from a potential bidder. The Company has adopted a stockholder rights plan
which would cause substantial dilution to a person who attempts to acquire
the Company on terms not approved by the Company's Board of Directors. The
stockholder rights plan may therefore have the effect of delaying or
preventing any change in control and deterring any prospective acquisition
of the Company. The Company's Restated Certificate of Incorporation and By-
laws also contain provisions which may have the effect of delaying or
preventing a change in control. The provisions include: (i) the
classification of the Board of Directors; (ii) the restriction that
directors can only be removed for cause and only by a majority of the
directors or by the vote of persons holding 67% of the voting securities of
the Company; (iii) the authority of the Board of Directors to issue series
of preferred stock with such voting rights and other provisions as the
Board of Directors may determine; (iv) a super-majority voting requirement
to approve mergers in certain business combinations; and (v) a super-
majority voting requirement to amend provisions of the Restated Certificate
of Incorporation and By-laws relating to the classification of the Board
and removal of directors. In addition, Section 203 of the Delaware General
Corporation Law may have the effect of discouraging takeover attempts
directed at the Company. Furthermore, employment agreements with certain
senior executives of the Company provide for severance pay in the event of
a "Change of Control" of the Company as such term is defined in such
agreements.
5
<PAGE>
USE OF PROCEEDS
The Company expects to receive approximately $4.8 million from the sale of
150,000 shares of Common Stock in this Offering, after deducting estimated
expenses. It is anticipated that the Company will use the net proceeds,
including interest thereon, for general corporate purposes, including working
capital and possible future acquisitions. Pending such use the net proceeds will
be invested in short term discretionary investments. The Company presently has
no agreements, commitments, understandings or arrangements for the use of the
proceeds for acquisition purposes.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is quoted on the Nasdaq Stock Market System
under the symbol "FMBI". The following table sets forth the high and low sales
prices per share of the Common Stock as reported on the Nasdaq Stock Market for
the periods indicated:
<TABLE>
<CAPTION>
High Low
------ ------
<S> <C> <C>
1995:
First Quarter.......................... $20.38 $18.63
Second Quarter......................... 19.81 18.81
Third Quarter.......................... 23.81 19.38
Fourth Quarter......................... 23.81 22.38
1996:
First Quarter.......................... $24.00 $21.38
Second Quarter......................... 23.38 22.19
Third Quarter.......................... 24.38 21.38
Fourth Quarter......................... 33.00 23.81
1997:
First Quarter.......................... $33.00 $29.38
Second Quarter......................... 33.88 29.38
Third Quarter (through July 24, 1997).. 33.38 31.75
</TABLE>
As of June 30, 1997, there were 2,872 stockholders of record of the Common
Stock. On July 24, 1997, the last reported sales price for the Common Stock on
the Nasdaq Stock Market was $32.125 per share.
DIVIDEND POLICY
The Company believes that it has a responsibility to reward its
stockholders with a meaningful current return on their investment and, as part
of the Company's dividend policy, the Board of Directors reviews the Company's
dividend payout ratio periodically to ensure that it is consistent with internal
capital guidelines and industry standards. As a result of improved performance
from operations, the Company's Board of Directors has increased the quarterly
dividend five times during the last four years including twice in 1996.
Additionally, at its November 1996 meeting, the Board also declared a 5-for-4
stock split effected in the form of a stock dividend which was paid in December
1996. The following table summarizes the dividend increases declared during the
years 1994 through 1996:
<TABLE>
<CAPTION>
Quarterly Rate
Date Per Share * % Increase
---- -------------- ------------
<S> <C> <C>
November 1996 $.20 18%
February 1996 $.17 13%
February 1995 $.15 15%
February 1994 $.13 13%
</TABLE>
* Adjusted for the 5-for-4 stock split paid in December 1996.
6
<PAGE>
PROFORMA FINANCIAL INFORMATION
Pending Acquisitions and Proforma Condensed Consolidated Financial
Information. Pursuant to the acquisition of SparBank, as discussed on page 4,
the following unaudited proforma condensed consolidated financial statements of
the Company have been presented. Such financial statements give effect to the
sale of shares of Common Stock offered by the Company hereby and the proposed
acquisition of all of the issued and outstanding capital stock of SparBank which
is expected to be accounted for using the pooling of interests method of
accounting. The number of shares of Common Stock of the Company reflected as
being issued and the net proceeds to be realized from the offering as presented
in the proforma financial statements assume estimated net proceeds to the
Company of approximately $31.29 per share after the deduction of estimated
expenses.
The following proforma condensed consolidated financial statements are
not necessarily indicative of the financial position or the results of
operations of the consolidated entities as they may be in the future or as they
might have been had the offering and the acquisition been consummated as of the
beginning of the period covered. All financial information is presented in
thousands of dollars, except per share data.
First Midwest Bancorp, Incorporated and SparBank, Incorporated Proforma
Condensed Statement of Condition
<TABLE>
<CAPTION>
March 31, 1997
-------------------------------------------------------
Historical
--------------------- Proforma Proforma
Assets Company SparBank Adjustments Consolidated
---------- --------- ----------- ---------------
<S> <C> <C> <C> <C>
Cash and due from banks......................... $ 134,980 $ 8,905 $ 4,694 /(1)/ $ 142,079
(6,500)/(2)/
Funds sold and other short-term investments..... 11,521 --- --- 11,521
Securities available for sale................... 699,990 154,173 --- 854,163
Securities held to maturity..................... 19,621 --- --- 19,621
Loans........................................... 2,058,677 269,275 --- 2,327,952
Reserve for loan losses......................... (33,747) (2,097) --- (35,844)
---------- -------- ------- --------------
Net Loans...................................... 2,024,930 267,178 --- 2,292,108
---------- -------- ------- --------------
Premises, furniture and equipment............... 49,597 9,624 --- 59,221
Accrued interest receivable and other assets.... 71,109 4,807 --- 75,916
---------- -------- ------- --------------
Total Assets................................... $3,011,748 $444,687 $(1,806) $3,454,629
========== ======== ======= ==============
Liabilities and Stockholders' Equity
Deposits........................................ $2,269,264 $369,208 $ --- $2,638,472
Short-term borrowings........................... 451,018 19,752 --- 470,770
Accrued interest payable and other liabilities.. 33,377 4,428 (1,365)/(2)/ 36,440
---------- -------- ------- --------------
Total liabilities.............................. 2,753,659 393,388 (1,365) 3,145,682
---------- -------- ------- --------------
Stockholders' equity............................ 261,381 50,451 4,694 /(1)/ 311,391
(5,135)/(2)/
Unrealized net appreciation (depreciation) on
securities available for sale /(3)/............ (3,292) 848 --- (2,444)
---------- -------- ------- --------------
Total Stockholders' Equity..................... 258,089 51,299 (441) 308,947
---------- -------- ------- --------------
Total Liabilities and Stockholders' Equity..... $3,011,748 $444,687 $(1,806) $3,454,629
---------- -------- ------- --------------
- --------------
</TABLE>
/(1)/ Reflects the net proceeds of the Common Stock being issued by the
Company hereby assuming 150,000 shares are issued at $31.75 per share,
net of expenses incurred.
/(2)/ Reflects the estimated acquisition charge ($6,500) and related tax
benefit ($1,365) to be recorded incident to the Company's pending
acquisition of SparBank. Such estimated charge includes severance and
related costs, contract termination fees, legal and accountants fees
and other costs necessary to consummate the acquisition.
/(3)/ Represents the difference, after tax, between the amortized cost and
market value of securities available for sale.
7
<PAGE>
First Midwest Bancorp, Incorporated and SparBank, Incorporated
Proforma Condensed Statements of Income
<TABLE>
<CAPTION>
Quarter ended March 31, 1997
---------------------------------------------------------------
Historical
-------------------------- Proforma Proforma
Company SparBank Adjustments Consolidated
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans............ $ 45,525 $5,496 $ -- $ 51,021
Interest on securities................ 11,989 2,394 -- 14,383
Interest on funds sold and
other short-term investments......... 385 6 -- 391
----------- ------ ---- -----------
Total interest income................ 57,899 7,896 -- 65,795
----------- ------ ---- -----------
Interest Expense
Interest on deposits.................. 20,321 3,540 -- 23,861
Interest on short-term borrowings..... 6,287 282 (63)/(1)/ 6,506
----------- ------ ---- -----------
Total interest expense............... 26,608 3,822 (63) 30,367
----------- ------ ---- -----------
Net interest income.................. 31,291 4,074 63 35,428
Provision for Loan Losses............. 2,078 30 -- 2,108
----------- ------ ---- -----------
Net interest income after provision
for loan losses..................... 29,213 4,044 63 33,320
----------- ------ ---- -----------
Noninterest Income.................... 8,461 875 -- 9,336
Noninterest Expense................... 23,769 2,668 -- 26,437
----------- ------ ---- -----------
Income before income tax expense..... 13,905 2,251 63 16,219
Income Tax Expense.................... 5,179 568 25/(1)/ 5,772
----------- ------ ---- -----------
Net Income........................... $ 8,726 $1,683 $ 38 $ 10,447
=========== ====== ==== ===========
Net Income Per Share................. $ 0.52 $ 0.52
=========== ===========
Weighted Average Shares Outstanding.. 16,767,413 20,148,182
=========== ===========
Quarter ended March 31, 1996
---------------------------------------------------------------
Historical
-------------------------- Proforma Proforma
Company SparBank Adjustments Consolidated
----------- ------------ ----------- ------------
Interest Income
Interest and fees on loans............ $ 46,194 $5,736 $ -- $ 51,930
Interest on securities................ 12,228 2,134 -- 14,362
Interest on funds sold and
other short-term investments......... 761 42 -- 803
----------- ------ ---- ------------
Total interest income................ 59,183 7,912 -- 67,095
----------- ------ ---- ------------
Interest Expense
Interest on deposits.................. 21,436 3,812 -- 25,248
Interest on short-term borrowings..... 8,347 257 (65)/(1)/ 8,539
----------- ------ ---- ------------
Total interest expense............... 29,783 4,069 (65) 33,787
----------- ------ ---- ------------
Net interest income.................. 29,400 3,843 65 33,308
Provision for Loan Losses............. 859 30 --- 889
----------- ------ ---- ------------
Net interest income after provision
for loan losses..................... 28,541 3,813 65 32,419
----------- ------ ---- ------------
Noninterest Income.................... 6,910 779 --- 7,689
Noninterest Expense................... 23,153 2,618 --- 25,771
----------- ------ ---- ------------
Income before income tax expense..... 12,298 1,974 65 14,337
Income Tax Expense.................... 4,373 434 27/(1)/ 4,832
----------- ------ ---- ------------
Net Income........................... $ 7,925 $1,540 $ 40 $ 9,505
=========== ====== ==== ============
Net Income Per Share................. $ 0.46 $ 0.46
=========== ============
Weighted Average Shares Outstanding.. 17,120,023 20,500,792
=========== ============
</TABLE>
/(1)/ Represents estimated interest expense reduction and related tax expense
incurred assuming deployment of the net proceeds of 150,000 shares of
Common Stock being issued by the Company; such interest on proceeds was
calculated based upon interest and tax rates in effect for each period
presented.
8
<PAGE>
First Midwest Bancorp, Incorporated and SparBank, Incorporated
Proforma Condensed Statements of Income
<TABLE>
<CAPTION>
Year ended December 31, 1996
-----------------------------------------------------------------
Historical
-------------------------- Proforma Proforma
Interest Income Company SparBank Adjustments Consolidated
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Interest and fees on loans............ $ 180,759 $ 22,744 $ -- $ 203,503
Interest on securities................ 53,141 9,256 -- 62,397
Interest on funds sold and
other short-term investments......... 3,271 171 -- 3,442
----------- ------------ ----------- ------------
Total interest income................ 237,171 32,171 -- 269,342
----------- ------------ ----------- ------------
Interest Expense
Interest on deposits.................. 85,247 14,894 -- 100,141
Interest on short-term borrowings..... 29,175 1,051 (256)/(1)/ 29,970
----------- ------------ ----------- ------------
Total interest expense............... 114,422 15,945 (256) 130,111
----------- ------------ ----------- ------------
Net interest income.................. 122,749 16,226 256 139,231
Provision for Loan Losses............. 7,469 320 -- 7,789
----------- ------------ ----------- ------------
Net interest income after provision
for loan losses..................... 115,280 15,906 256 131,442
----------- ------------ ----------- ------------
Noninterest Income.................... 31,433 2,317 -- 33,750
Noninterest Expense................... 94,327 10,407 -- 104,734
----------- ------------ ----------- ------------
Income before income tax expense..... 52,386 7,816 256 60,458
Income Tax Expense.................... 18,670 1,661 100/(1)/ 20,431
----------- ------------ ----------- ------------
Net Income........................... $ 33,716 $ 6,155 $ 156 $ 40,027
=========== ============ =========== ============
Net Income Per Share................. $ 1.97 $ 1.96
=========== ============
Weighted Average Shares Outstanding.. 17,083,176 20,463,945
=========== ============
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1995
-----------------------------------------------------------------
Historical
-------------------------- Proforma Proforma
Interest Income Company SparBank Adjustments Consolidated
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Interest and fees on loans............ $ 181,865 $ 22,530 $ -- $ 204,395
Interest on securities................ 60,832 8,316 -- 69,148
Interest on funds sold and
other short-term investments......... 2,490 182 -- 2,672
----------- ------------ ----------- ------------
Total interest income................ 245,187 31,028 -- 276,215
----------- ------------ ----------- ------------
Interest Expense
Interest on deposits.................. 82,564 15,038 -- 97,602
Interest on short-term borrowings..... 44,056 634 (281)/(1)/ 44,409
----------- ------------ ----------- ------------
Total interest expense............... 126,620 15,672 (281) 142,011
----------- ------------ ----------- ------------
Net interest income.................. 118,567 15,356 281 134,204
Provision for Loan Losses............. 11,334 120 -- 11,454
----------- ------------ ----------- ------------
Net interest income after provision
for loan losses..................... 107,233 15,236 281 122,750
----------- ------------ ----------- ------------
Noninterest Income.................... 30,835 2,349 -- 33,184
Noninterest Expense................... 97,599 10,484 -- 108,083
----------- ------------ ----------- ------------
Income before income tax expense..... 40,469 7,101 281 47,851
Income Tax Expense.................... 14,784 1,382 110/(1)/ 16,276
----------- ------------ ----------- ------------
Net Income........................... $ 25,685 $ 5,719 $ 171 $ 31,575
=========== ============ =========== ============
Net Income Per Share................. $ 1.51 $ 1.50
=========== ============
Weighted Average Shares Outstanding.. 16,998,583 20,379,352
=========== ============
</TABLE>
/(1)/ Represents estimated interest expense reduction and related tax expense
incurred assuming deployment of the net proceeds of 150,000 shares of
Common Stock being issued by the Company; such interest on proceeds was
calculated based upon interest and tax rates in effect for each period
presented.
9
<PAGE>
First Midwest Bancorp, Incorporated and SparBank, Incorporated
Proforma Condensed Statement of Income
<TABLE>
<CAPTION>
Year ended December 31, 1994
---------------------------------------------------------
Historical
----------------------- Proforma Proforma
Company SparBank Adjustments Consolidated
----------- -------- ----------- ------------
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans............ $ 150,306 $21,797 $ -- $ 172,103
Interest on securities................ 53,281 8,006 -- 61,287
Interest on funds sold and
other short-term investments......... 1,772 49 -- 1,821
----------- ------- ----- -----------
Total interest income................ 205,359 29,852 -- 235,211
----------- ------- ----- -----------
Interest Expense
Interest on deposits.................. 61,541 12,394 -- 73,935
Interest on short-term borrowings..... 29,251 503 (203) /(1)/ 29,551
----------- ------- ----- -----------
Total interest expense............... 90,792 12,897 (203) 103,486
----------- ------- ----- -----------
Net interest income.................. 114,567 16,955 203 131,725
Provision for Loan Losses............. 8,543 110 -- 8,653
----------- ------- ----- -----------
Net interest income after provision
for loan losses..................... 106,024 16,845 203 123,072
----------- ------- ----- -----------
Noninterest Income.................... 28,201 1,943 -- 30,144
Noninterest Expense................... 97,708 10,662 -- 108,370
----------- ------- ----- -----------
Income before income tax expense..... 36,517 8,126 203 44,846
Income Tax Expense.................... 13,359 1,809 79 /(1)/ 15,247
----------- ------- ----- -----------
Net Income........................... $ 23,158 $ 6,317 $ 124 $ 29,599
=========== ======= ===== ===========
Net Income Per Share................. $ 1.37 $ 1.46
=========== ===========
Weighted Average Shares Outstanding.. 16,846,103 20,226,872
=========== ===========
</TABLE>
/(1)/ Represents estimated interest expense reduction and related tax expense
incurred assuming deployment of the net proceeds of 150,000 shares of
Common Stock being issued by the Company; such interest on proceeds was
calculated based upon interest and tax rates in effect for each period
presented.
10
<PAGE>
PLAN OF DISTRIBUTION
The Company intends to sell all of the shares being offered hereby at a
sale price of $32 to a broker/dealer who currently anticipates retaining
such securities for investment purposes. The broker/dealer may in future
determine from time to time to sell some or all of such securities. Any
such sales may be made directly to purchasers or through agents, brokers or
dealers in negotiated transactions or in a combination of such methods of
sale at fixed or negotiated prices or at prices relating to the prevailing
market at such time.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Hinshaw & Culbertson, Chicago, Illinois.
EXPERTS
The consolidated financial statements of First Midwest Bancorp, Inc.
appearing in First Midwest Bancorp Inc's. Annual Report (Form 10-K) for the
year ended December 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of the Company as of December 31,
1995 and for each of the years in the two-year period ended December 31,
1995 have been incorporated by reference herein in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, which
report is incorporated by reference herein upon the authority of such firm
as experts in accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the"Commission") (File Number
0-10967). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the Commission,
at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Regional
Offices of the Commission at the following locations; Seven World Trade
Center, Suite 1300, New York, New York, 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the
Commission maintains a Website (http://www.sec.gov) that contains certain
reports, proxy statements and other information regarding the Company.
This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Commission under the Securities Act of 1933, as
amended . This prospectus does not contain all of the information set forth
in the Registration Statement, certain items of which are contained in
exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and to the exhibits thereto for further information with respect
to the Company. Any statements contained herein concerning the provisions
of any contract, agreement or other document are not necessarily complete
and, in each instance, reference is made to the copy of such contract,
agreement or other document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have heretofore been filed by the Company
with the Commission are incorporated by reference in this Prospectus.
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
3. The Company's Current Reports on Form 8-K dated February 11, 1997 and
June 30, 1997.
11
<PAGE>
4. The description of the Common Stock, $.01 par value, and Preferred
Stock purchase rights associated with the Common Stock of the Company,
no par value, as contained in the Company's Registration Statement on
Form 8-A, dated February 17, 1989, as amended by subsequently filed
reports on Form 8-A.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering made
by this Prospectus shall be deemed to be incorporated herein by reference
and to be a part hereof. Any statements contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein (or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part of this Prospectus,
except as so modified or superseded.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Such documents (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference) are available to any person, including any beneficial owner, to
whom this Prospectus is delivered, on written or oral request, without
charge, directed to First Midwest Bancorp, Inc. at its principal executive
offices, 300 Park Boulevard, Suite 405, Itasca, Illinois 60143-0459,
Attention: Corporate Communications Director (630) 875-7450.
12
<PAGE>
================================================================================
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or solicitation of
an offer to buy to any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create an implication that
the information contained herein is current as of any time subsequent to the
date hereof.
-------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary.................. 1
Investment Considerations........... 4
Use of Proceeds..................... 6
Price Range of Common stock......... 6
Dividend Policy..................... 6
Proforma Financial Information...... 7
Plan of Distribution................ 11
Legal Matters....................... 11
Experts............................. 11
Available Information............... 11
Incorporation of Certain Documents
by Reference...................... 11
</TABLE>
================================================================================
================================================================================
150,000 Shares
First Midwest Bancorp, Inc.
Common Stock
------------
PROSPECTUS
------------
July 29, 1997
================================================================================
