SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FIRST MIDWEST BANCORP, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
320867104
(CUSIP number)
Geraldine C. Cowlin
c/o Law Offices of William J. Cowlin
41 North Virginia Street
Crystal Lake, Illinois 60014
(815) 459-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
(Continued on following pages)
Page 1 of 6 Pages<PAGE>
CUSIP No. 320867104 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Geraldine C. Cowlin
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
2,310,153
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
2,310,153
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,310,153
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
14 TYPE OF REPORTING PERSON
IN<PAGE>
CUSIP No. 320867104 13D Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $.01 per
share (the "First Midwest Common Stock"), of First Midwest Bancorp,
Inc., a Delaware corporation ("First Midwest"). The address of First
Midwest's principal executive offices is 300 Park Boulevard, Suite
405, Itasca, Illinois 60143-0459.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Geraldine C. Cowlin (the "Reporting Person")
(b) c/o Law Offices of William J. Cowlin, 41 North Virginia
Street, Crystal Lake, Illinois, 60014
(c) Homemaker
(d) None
(e) None
(f) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired her shares of First Midwest Common
Stock in exchange for 106,344 shares of common stock, no par value,
of SparBank, Incorporated, a Delaware corporation ("SparBank"). On
October 1, 1997, SparBank was merged with and into FMB Acquisition
Corporation, a wholly-owned subsidiary of First Midwest ("FMB"),
pursuant to an Agreement and Plan of Merger, dated June 18, 1997,
among SparBank, First Midwest and FMB (the "Merger Agreement").
Pursuant to the Merger Agreement, each of the outstanding shares of
SparBank common stock was exchanged for 21.7234 shares of First
Midwest Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired her shares of common stock of First
Midwest Common Stock for investment purposes. Pursuant to the Merger
Agreement, First Midwest appointed William J. Cowlin, the spouse of
the Reporting Person, to serve as a director of First Midwest,
effective October 1, 1997, for a term of three years. Under the terms
of the Merger Agreement, First Midwest also agreed to nominate William
J. Cowlin (or such other person as Geraldine C. Cowlin may designate)
to serve as a director of First Midwest for a second three-year term
following the expiration of his first term as a director.
The Reporting Person has no current plans to acquire any
additional shares of First Midwest Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 2,310,153 shares of
First Midwest Common Stock (or 11.5% of the outstanding<PAGE>
CUSIP No. 320867104 13D Page 4 of 6 Pages
shares of First Midwest Common Stock, giving effect to the
3,230,764 shares of First Midwest Common Stock issued in the
Merger). The number of shares reported does not include
8,689 shares held beneficially and of record by William J.
Cowlin, the Reporting Person's spouse, as to which the
Reporting Person disclaims beneficial ownership.
(b) The Reporting Person has sole power to vote and direct the
disposition of her shares of First Midwest Common Stock.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person is a party to an Investment Agreement, dated
June 18, 1997, between First Midwest and all of the former
stockholders of SparBank pursuant to which First Midwest has agreed,
among other things, to file a resale registration statement covering
the offer and sale by such stockholders of up to 800,000 shares of
First Midwest Common Stock issued in the Merger. The Reporting Person
is also a party to a Registration Rights Agreement, dated June 18,
1997, between First Midwest and all of the former stockholders of
SparBank pursuant to which First Midwest has granted the Reporting
Person certain demand registration rights with respect to her shares
of First Midwest Common Stock, exercisable during the three- year
period beginning on October 1, 1998 and ending on October 1, 2001.
The Reporting Person also joined in the Merger Agreement for certain
limited purposes relating to the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Reporting Person hereby incorporates by reference the
Agreement and Plan of Merger, dated as of June 18, 1997, among
SparBank, First Midwest and FMB, and joined in by Geraldine C. Cowlin
and William J. Cowlin for certain limited purposes specified therein,
filed as Exhibit 2 to First Midwest's Current Report on Form 8-K,
dated June 18, 1997, which includes provisions governing the
arrangements described under Item 4. <PAGE>
CUSIP No. 320867104 13D Page 5 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
October 9, 1997
/s/ Geraldine C. Cowlin
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Geraldine C. Cowlin<PAGE>
CUSIP No. 320867104 13D Page 6 of 6 Pages
EXHIBIT INDEX
Exhibit No. Description
----------- ------------
Exhibit 1 Agreement and Plan of Merger,
dated as of June 18, 1997,
among SparBank, Incorporated,
First Midwest Bancorp, Inc.,
and FMB Acquisition Corporation
(incorporated by reference to
Exhibit 2 to the Current Report
on Form 8-K, dated June 18, 1997,
filed by First Midwest Bancorp,
Inc., Commission File No. 0-10967).
