<PAGE>
As Filed with the Securities and Exchange Commission on July 21, 1997.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FIRST MIDWEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 36-3161078
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
300 Park Boulevard, Suite 405, Itasca, Illinois 60143-0459, (630) 875-7450
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Donald J. Swistowicz
Executive Vice President
First Midwest Bancorp, Inc.
300 Park Boulevard, Suite 405, Itasca, Illinois 60143-0459
(630) 875-7450
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective Amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Title of each class of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price aggregate offering registration
registered registered per share* price fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value... 150,000 shares $31.75 $4,762,500 $1,443.18
==========================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, based on the average of the high
and low prices of the Common Stock on the NASDAQ National Market System as
quoted by the Wall Street Journal on July 16, 1997. The Registrant is also
registering preferred share purchase rights which are evidenced by the
certificates for the Common Stock being registered in a ratio of one preferred
share purchase right for each share of Common Stock. The Registrant hereby
amends this Registration Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933
or until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
===============================================================================
There are 25 pages in this filing.
Exhibit Index is located on page 19.
<PAGE>
Subject to Completion, dated July 21, 1997
PROSPECTUS ____________, 1997
FIRST MIDWEST BANCORP, INC.
150,000 Shares
Common Stock
($.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 institutional
and accredited investor clients of licensed broker/dealers 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 National Market System under
the symbol "FMBI". On July 16, 1997 the last sale price of the Common Stock as
reported on the NASDAQ National Market System was $31.75 per share. See "Price
Range of Common Stock."
See "Investment Considerations" 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
Public Expenses* Company
- ------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share....................... $ 31.75 $ .46 $ 31.29
- ------------------------------------------------------------------------
Total........................... $4,762,500 $68,443 $4,694,057
========================================================================
</TABLE>
* Includes distribution expenses to be paid to broker/dealers.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
2
<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, 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 office is located at 300 Park Boulevard, Suite 405, Itasca,
Illinois, 60143-0459, and its telephone number is (630) 875-7450.
3
<PAGE>
Pending Acquisition
The Company has entered into a definitive agreement to acquire SparBank,
Inc. ("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 21.72 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 "Recent Developments" 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.............16,790,775 /(1) shares
Use of Proceeds.....................................General corporate purposes
NASDAQ National Market System Symbol..................................... FMBI
- --------------------------------------
(1) Excludes 689,870 shares of Common Stock issuable upon the exercise of vested
stock options outstanding under the Company's Stock Option Plan at July 16,
1997 and 3,230,769 shares of Common Stock issuable upon the consummation of
the acquisition of SparBank.
4
<PAGE>
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:
<TABLE>
<CAPTION>
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%
================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
March 31, December 31,
----------------------- -------------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
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
excludes $3,176, or $.19 per share (after tax) in acquisition expenses, net
of restructure credits and acquistion related provisions for loan losses.
1994 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.
<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 industry.
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.
6
<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 dominantly 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 "Recent Developments".
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.
7
<PAGE>
USE OF PROCEEDS
The Company expects to receive approximately $4.6 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 National 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
National Market System 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.......................... $32.50 $29.38
Second Quarter......................... 33.50 29.50
Third Quarter (through July 16, 1997).. 33.38 31.25
====== ======
</TABLE>
As of June 30, 1997, there were 2,872 stockholders of record of the Common
Stock. On July 16, 1997, the last reported sales price for the Common
Stock on the NASDAQ National Market System was $31.75 per share.
DIVIDEND POLICY
The Company believes that is 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.
8
<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, 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 the 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, Inc. and SparBank, Inc.
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.
9
<PAGE>
First Midwest Bancorp, Inc. and SparBank, Inc.
Proforma Condensed Statements of Income
<TABLE>
<CAPTION>
Quarter ended March 31, 1997
------------------------------------------------------
Historical
----------------------- Proforma Proforma
Company SparBank Adjustments Consolidated
----------- -------- ----------- ------------
Interest Income
<S> <C> <C> <C> <C>
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
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Quarter ended March 31, 1996
------------------------------------------------------
Historical
----------------------- Proforma Proforma
Company SparBank Adjustments Consolidated
----------- -------- ----------- ------------
Interest Income
<S> <C> <C> <C> <C>
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.
10
<PAGE>
First Midwest Bancorp, Inc. and SparBank, Inc.
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
=========== ===========
Year ended December 31, 1996
------------------------------------------------------------
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.
11
<PAGE>
First Midwest Bancorp, Inc. and SparBank, Inc.
Proforma Condensed Statement of Income
<TABLE>
<CAPTION>
Year ended December 31, 1994
----------------------------------------------------------------
Historical
---------------------------- Proforma Proforma
Interest Income Company SparBank Adjustments Consolidated
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
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.
12
<PAGE>
PLAN OF DISTRIBUTION
The Company intends to offer and sell the Common Stock primarily to
institutional and accredited investors through either direct sales to such
investors or to or through a licensed broker dealer(s). To the extent some
or all of the Common Stock is sold to or through a licensed broker
dealer(s), such broker dealer(s) may retain some or all of the offered
shares for its own account. The purchase price to be paid by the broker
dealer(s) will be a negotiated price no higher than the lowest closing bid
reported by NASDAQ. Resales by the broker dealer(s) may be made from time
to time at prevailing market prices or at negotiated prices.
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.
13
<PAGE>
3. The Company's Current Reports on Form 8-K dated February 11, 1997 and
June 30, 1997.
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.
14
<PAGE>
<TABLE>
<S> <C>
================================================== =====================================
No dealer, salesperson or other person has
been authorized to give any information or to 150,000 Shares
make any representations not contained or
incorporated by reference in this Prospectus, and,
if given or made, such information or First Midwest Bancorp, Inc.
representations must not be relied upon as having
been authorized by the Company. This Common Stock
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.
-------------------
PROSPECTUS
-------------------
_______________________________
TABLE OF CONTENTS
Page
----
Prospectus Summary ................. 3
Investment Considerations .......... 6
Use of Proceeds..................... 8
Price Range of Common stock ........ 8
Dividend Policy .................... 8
Recent Developments ................ 9
Plan of Distribution ............... 13
Legal Matters ...................... 13 July __, 1997
Experts ............................ 13
Available Information .............. 13
Incorporation of Certain Documents
by Reference ....................... 13
================================================== =====================================
</TABLE>
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Estimated expenses in connection with the issuance and distribution of the
Common Stock are as follows:
<TABLE>
<CAPTION>
<S> <C>
Registration fee - Securities and Exchange Commission.......... $1,443
Printing of Registration Statement and Prospectus.............. 750
Attorneys' fees and expenses................................... 5,000
Accountants' fees and expenses................................. 5,000
Miscellaneous distribution expenses............................ 56,250
-------
Total ......................................................... $68,443
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
Under Delaware law, a corporation may indemnify any person who was or is
a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of his service as a
director or officer of the corporation, or his service, at the
corporation's request, as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys'
fees) that are actually and reasonably incurred by him ("Expenses"), and
judgments, fines and amounts paid in settlement that are actually and
reasonably incurred by him, in connection with the defense or settlement of
such action, provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best
interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. Although
Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an
action by or in the right of the corporation, provided that he acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the corporation's best interests, if such person has been judged liable
to the corporation, indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought)
determines that, despite the adjudication of liability, such person is
entitled to indemnity for such Expenses as the court deems proper. The
determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (1) by a majority vote of a
quorum of disinterested members of the board of directors, or (2) by
independent legal counsel in a written opinion, if such a quorum does not
exist or if the disinterested directors so direct, or (3) by the
stockholders. The General Corporation Law of the State of Delaware also
provides for mandatory indemnification of any director, officer, employee
or agent against Expenses to the extent such person has been successful in
any proceeding covered by the statute. In addition, the General
Corporation Law of the State of Delaware provides the general authorization
of advancement of a director's or officer's litigation expenses in lieu of
requiring the authorization of such advancement by the board of directors
in specific cases, and that indemnification and advancement of expenses
provided by the statute shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement or otherwise.
The Company's Amended and Restated By-laws and Restated Certificate of
Incorporation provide for indemnification of the Company's directors,
officers, employees and other agents to the fullest extent not prohibited
by the Delaware law.
The Company has entered into agreements to indemnify its directors and
executive officers, in addition to the indemnification provided for in the
Company's Amended By-Laws and Restated Certificate of Incorporation. These
agreements, among other things, will indemnify the Company's directors and
executive officers for all direct and indirect expenses and costs
(including, without limitation, all reasonable attorneys' fees and related
disbursement, other out of pocket costs and reasonable compensation for
time spent by such persons for which they are not otherwise compensated by
the Company or any third party) and liabilities of any type whatsoever
(including, but not limited to, judgments, fines and settlement fees)
actually and reasonably incurred by such person in connection with either
the investigation, defense, settlement or appeal of any threatened, pending
or completed action suit or other proceeding, including any action by or in
the right of the corporation, arising out of such person's services as a
director, officer, employee or other agent of the Company, any subsidiary
of the Company or any other company or enterprise to which the person
provides services at the request of the Company. The Company believes that
these provisions and agreements are necessary to attract and retain
talented and experienced directors and officers.
II-1
<PAGE>
The Company's Restated Certificate of Incorporation is consistent with
Section 102(b)(7) of the Delaware General Corporation Law, which generally
permits a corporation to include a provision limiting the personal liability of
a director in the corporation's certificate of incorporation. With limitations,
this provision eliminates the personal liability of the Company's directors to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director. However, this provision does not eliminate director
liability: (1) for breaches of duty of loyalty to the Company and its
stockholders; (2) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) for transactions from
which a director derives improper personal benefit; or (4) under Section 174 of
the Delaware General Corporation Law ("Section 174"). Section 174 makes
directors personally liable for unlawful dividends and stock repurchases or
redemptions and expressly sets forth a negligence standard with respect to such
liability. While this provision protects the directors from awards for monetary
damages for breaches of their duty of care, it does not eliminate their duty of
care. The limitations in this provision have no effect on claims arising under
the federal securities laws.
The Company maintains liability insurance for the benefit of its directors
and officers.
Item 16. Exhibits.
See Exhibit Index on Page II-5.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions set forth or described in Item 15 of
this Registration Statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by itself is against
public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Itasca, State of Illinois, this 18th day of July,
1997.
FIRST MIDWEST BANCORP, INC.
By: ROBERT P. O'MEARA
-------------------------------------
Robert P. O'Meara
President and Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of First Midwest Bancorp, Inc., do
hereby constitute and appoint Robert P. O'Meara and Donald J. Swistowicz, and
either one of them, as their attorneys-in-fact with power and authority to do
any and all acts and things and to execute any and all instruments which said
attorneys-in-fact, and either one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to the
Registration Statement, to any and all amendments, both pre-effective and post-
effective, and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereto, and each of the
undersigned hereby ratifies and confirms all that said attorneys-in-fact or any
of them shall do or cause to be done by virtue hereof. This Power of Attorney
may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on July 18, 1997 by the following
persons in the capacities indicated.
Signature Capacity
--------------------------------- ----------------------------------
CLARENCE D. OBERWORTMANN Chairman of the Board of Directors
---------------------------------
Clarence D. Oberwortmann
ANDREW B. BARBER Vice Chairman of the Board of
--------------------------------- Directors
Andrew B. Barber
ROBERT P. O'MEARA President, Principal Executive Officer
--------------------------------- and Director
Robert P. O'Meara
JOHN M. O'MEARA Executive Vice President, Principal
--------------------------------- Operating Officer and Director
John M. O'Meara
DONALD J. SWISTOWICZ Executive Vice President, Principal
--------------------------------- Financial and Accounting Officer
Donald J. Swistowicz
BRUCE S. CHELBERG Director
---------------------------------
Bruce S. Chelberg
II-3
<PAGE>
O. RALPH EDWARDS Director
------------------------------
O. Ralph Edwards
Director
------------------------------
Joseph W. England
THOMAS M. GARVIN Director
------------------------------
Thomas M. Garvin
VERNON A. BRUNNER Director
------------------------------
Vernon A. Brunner
SISTER NORMA JANSSEN, O.S.F. Director
------------------------------
Sister Norma Janssen, O.S.F.
J. STEPHEN VANDERWOUDE Director
------------------------------
J. Stephen Vanderwoude
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibits Description Page No.
- -------- ---------------------------------------------------------- ----------
<S> <C> <C>
4 Form of Company's Common Stock Certificate 21
5 Opinion of Hinshaw & Culbertson regarding legality 23
23.1 Consent of Ernst & Young LLP 24
23.2 Consent of KPMG Peat Marwick LLP 25
23.3 Consent of Hinshaw & Culbertson (included in Exhibit 5) 23
24 Power of Attorney (contained on the signature page hereto) 17
</TABLE>
II-5
<PAGE>
Exhibit 4
(FRONT OF STOCK CERTIFICATE)
CU Number No. of Shares
Incorporated under the Laws of the State of Delaware
FIRST MIDWEST BANCORP, INC.
THIS CERTIFIES THAT (CU Number) CUSIP No. (insert no.)
First Midwest Bancorp, Inc.
is the owner of ( no. of shares) full paid and nonassessable shares, $.01 par
value, of the common stock of FIRST MIDWEST BANCORP, INC., transferrable on the
books of the corporation in person or by duly authorized attorney upon surrender
of this certificate properly endorsed. This certificate is not valid until
countersigned by the Transfer Agent.
Witness the seal of the corporation (corporate seal here) and the signatures of
its duly authorized officers.
Dated: (date)
Signed by: ALAN R. MILASIUS C. D. OBERWORTMANN
Corporate Secretary Chairman of the Board
21
<PAGE>
Exhibit 4
(Continued)
(BACK OF STOCK CERTIFICATE)
FIRST MIDWEST BANCORP, INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS,
THE POWERS, DESIGNATIONS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL, OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE
QUALIFICATIONS, LIMITATIONS, OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
Until the Separation Time (as defined in the Rights Agreement referred to
below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement, dated as of November 15, 1995
(as such may be amended from time to time, the "Rights Agreement"), between
First Midwest Bancorp, Inc. (the "Company") and the First Midwest Trust Company,
as Rights Agent, the terms of which are hereby incorporated herein by reference
and a copy of which is on file at the principal executive offices of the
Company. Under certain circumstances, as set forth in the Rights Agreement, such
Rights may be redeemed, may become exercisable for securities or assets of the
Company or of another entity, may be exchanged for shares of Common Stock or
other securities or assets of the Company, may expire, may become void (if they
are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate
thereof, as such terms are defined in the Rights Agreement, or, by any
transferee of any of the foregoing) or may be evidenced by separate certificates
and may no longer be evidenced by this certificate. The Company will mail or
arrange for the mailing of a copy of the Rights Agreement to the holder of this
certificate without charge promptly after the receipt of a written request
therefor.
The following abbreviations, when used in the inscription of the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian -
Under Uniform Gifts to Minors Act
(insert State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the
above list.
For value received, (insert name) hereby sell, assign, and transfer unto
(identify assignee, with social security no., name and address, including postal
zip) Shares of the Common Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint (insert name) Attorney to transfer the
said stock on the books of the within-named Corporation with full power of
substitution in the premises.
Dated: (insert date)
Signed by: (Assignor)
22
<PAGE>
<TABLE>
<CAPTION>
Exhibit 5
HINSHAW & CULBERTSON
<S> <C> <C>
Belleville, Illinois Suite 300 Ft. Lauderdale, Florida
Bloomington, Illinois 222 North LaSalle Street Jacksonville, Florida
Champaign, Illinois Chicago, Illinois 60601-1081 Miami, Florida
Joliet, Illinois Tampa, Florida
Lisle, Illinois 312-704-3000 St. Louis, Missouri
Peoria, Illinois _________ Appleton, Wisconsin
Rockford, Illinois Brookfield, Wisconsin
Springfield, Illinois Telefax 312-704-3001 Milwaukee, Wisconsin
Waukegan, Illinois
</TABLE>
July 18, 1997
WRITER'S DIRECT DIAL NO.
(312) 704-3852
First Midwest Bancorp, Inc.
300 Park Boulevard, Suite 405
P.O. Box 459
Itasca, Illinois 60143-0459
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinion in connection with the above-
referenced registration statement, (the "Registration Statement") for the
resignation of up to 150,000 shares of Common Stock, $.01 par value per
share, of the Company (the "Shares").
In arriving at the opinion expressed below, we have examined the
Registration Statement and such other documents as we have deemed necessary
to enable us to express the opinion hereinafter set forth. In our
examination, we have assumed the authenticity of all documents submitted to
us as originals, the conformity to the original documents of all documents
submitted to us as copies, the genuineness of all signatures on documents
reviewed by us and the legal capacity of natural persons.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and, when issued in accordance with
the terms and conditions set forth in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to the reference to our firm under the caption
"Legal Matters" in the Registration Statement and to the use of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
TIMOTHY M. SULLIVAN
Timothy M. Sullivan
TMS/mm
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
23
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of First Midwest
Bancorp, Inc. for the registration of 150,000 shares of its common stock and to
the incorporation by reference therein of our report dated January 16, 1997,
with respect to the consolidated financial statements of First Midwest Bancorp,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1996 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
July 18, 1997
24
<PAGE>
KPMG Peat Marwick LLP Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
First Midwest Bancorp, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-3 of First Midwest Bancorp. Inc. of our report dated January 19, 1996,
relating to the consolidated statement of condition of First Midwest Bancorp,
Inc. and subsidiaries as of December 31, 1995, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the two-year period ended December 31, 1995, which report appears
in the December 31, 1996 annual report on Form 10-K of First Midwest Bancorp,
Inc. and to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG PEAT MARWICK LLP
Chicago, Illinois
July 18, 1997
25
