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Filed Pursuant to Rule 424(b)(3)
Registration No. 33-20439
PROSPECTUS
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First Midwest Bancorp, Inc.
Dividend Reinvestment and Stock Purchase Plan
625,000 Shares
Common Stock ($0.01 par value)
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of First Midwest
Bancorp, Inc. (the "Corporation") provides each holder of shares of the
Corporation's $0.01 par value Common Stock, ("Common Stock") with a simple and
convenient method of reinvesting cash dividends and making optional purchases,
at the current market price, for additional shares of Common Stock, without
incurring any brokerage commissions, service charges or similar costs. Any
holder of record of shares of Common Stock is eligible to participate in the
Plan. Shares purchased under the Plan will be purchased directly from the
Corporation or on the open market as the Corporation shall determine.
A stockholder may participate in the Plan and obtain additional shares of Common
Stock by: (1) reinvesting dividends on all shares of Common Stock held by the
stockholder; or (2) reinvesting dividends on only a portion of the shares of
Common Stock held by the stockholder while continuing to receive cash dividends
on the remaining shares; or (3) making optional purchases of not less than $100
nor more than $5,000 per quarter, whether or not the stockholder's dividends are
being reinvested.
This Prospectus relates to 625,000 authorized and unissued shares of the
Corporation's Common Stock registered for purchase under the Plan, of which
488,954 shares remain available for purchase as of the date of this Prospectus.
It is suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 9, 1998
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No person has been authorized to give any information or to make any
representation not contained in this Prospectus, in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Corporation. This Prospectus is not an offer to sell, or a solicitation of an
offer to buy, in any state in which it is unlawful to make such an offer or
solicitation. Except where otherwise indicated herein, this Prospectus speaks as
of its date and neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create an implication that there has
been no change in the affairs of the Corporation since the date hereof.
AVAILABLE INFORMATION
---------------------
The Corporation 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
Corporation that the Corporation files electronically with the Commission. In
addition, such reports, proxy statements, and other information concerning the
Corporation can be inspected at the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The following documents which have heretofore been filed by the Corporation with
the Commission are incorporated by reference in this Prospectus:
1. The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 and the Amendment on Form 10-K/A thereto.
2. The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
3. The Corporation's Reports on Form 8-K filed on the following dates:
January 23, 1998, January 27, 1998, April 24, 1998, May 29, 1998 and
June 22, 1998.
4. The description of the Corporation's Common Stock, $0.01 par value,
and preferred stock purchase rights associated with the Corporation's
Common Stock, as contained in the Corporation's Registration Statement
on Form 8-A, dated February 17, 1989, as amended by subsequently filed
reports.
All documents filed by the Corporation 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 of Common Stock offered
hereby shall be deemed to be incorporated by reference in this Prospectus and to
be made a part hereof. Any statement 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.
Upon oral or written request, the Corporation will furnish without charge to
each person to whom this Prospectus is delivered, a copy of any and all of the
documents described above, other than exhibits hereto not incorporated by
reference into such documents. Such requests should be addressed to the Agent at
the address and telephone number indicated on page 1.
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CONTENTS
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<TABLE>
<CAPTION>
<S> <C>
THE CORPORATION..................................................... 1
ASSISTANCE CONCERNING THE PLAN AND PLAN AGENT....................... 1
THE PLAN............................................................ 1
Purpose........................................................ 1
Advantages to the Stockholders................................. 1
Administration................................................. 2
Eligibility.................................................... 2
Participation by Stockholders.................................. 3
Reinvestment of Dividends...................................... 4
Optional Purchases............................................. 4
Shares Purchased for Participants.............................. 5
Dividends on Shares Held in the Plan........................... 6
Costs.......................................................... 6
Reports to Participants........................................ 6
Certificates for Shares Held Under the Plan.................... 6
Complete or Partial Withdrawal from Participation in the Plan.. 7
Voting by Participants......................................... 8
Tax Consequences of Participation.............................. 9
Backup Withholding............................................. 10
Other Information.............................................. 10
COMMON STOCK........................................................ 11
COMMON STOCK PRICE AND DIVIDENDS.................................... 11
GENERAL............................................................. 12
</TABLE>
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THE CORPORATION
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First Midwest Bancorp, Inc. is a Delaware corporation that was incorporated in
1982 for the purpose of becoming a multi-bank holding company registered under
the Bank Holding Company Act of 1956. On February 28, 1983, the Company
received approval from the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") to become a bank holding company and on March 31, 1983,
the Company was formed through an exchange of common stock. With assets of $5.1
billion, First Midwest is the third largest banking company headquartered in
Illinois and the premier independent suburban Chicago banking company. The
Company operates a network of 72 offices 56 are located in suburban Chicago. It
provides commercial banking, trust, investment management, mortgage and related
financial services to a variety of consumer, business and governmental
customers.
ASSISTANCE CONCERNING THE PLAN AND PLAN AGENT
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All correspondence concerning the Plan should include your account number and be
addressed to the Agent for the Plan as follows: American Securities Transfer &
Trust, Inc., 938 Quail Street, Suite 101, Lakewood, CO 80215-5513, telephone
800-962-4284.
THE PLAN
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The Plan consists of the following numbered questions and answers.
Purpose
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1. What is the purpose of the Plan?
The purpose of the Plan is to provide the eligible stockholders of the
Corporation, as defined by Question 4, with a convenient and economical way
of investing cash dividends and optional purchase payments in shares of
Common Stock without incurring any brokerage commissions, service charges or
similar costs. The proceeds from the sale of Common Stock pursuant to the
Plan may be used for general corporate purposes, including investments in,
or extensions of credit to, the Corporation's banking and investment
management subsidiaries. Additionally, the Corporation may also use the
proceeds for acquisition of banking and certain non-banking assets as
allowed by regulation and law.
Advantages to the Stockholders
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2. What are the advantages to stockholders of participating in the Plan?
The advantages are as follows:
(a) The Plan provides participants with three investment options. Each
participant may:
(i) automatically reinvest dividends on all full and fractional shares
of Common Stock and may make optional purchases of shares of
Common Stock totaling no more than $5,000 per calendar quarter,
with a minimum of $100 per payment; or
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(ii) automatically reinvest dividends on any portion of their full
and fractional shares of Common Stock and may make optional
purchases of shares of Common Stock totaling no more than
$5,000 per calendar quarter with a minimum of $100 per payment;
or
(iii) only make optional purchases totaling no more than $5,000 per
calendar quarter, with a minimum of $100 per payment, of shares
of Common Stock.
(b) Participants will not incur any brokerage commissions, service charges
or similar costs in connection with purchases under the Plan.
(c) All dividends on full or fractional shares purchased with either
reinvested dividends or with optional purchases will be automatically
reinvested under the Plan.
(d) Participants' funds will be fully invested under the Plan, because the
Plan permits fractional shares, as well as full shares, to be credited
to participants' accounts.
(e) Participants will avoid the need for safekeeping of the stock
certificates for shares credited to their respective accounts under the
Plan.
(f) Periodic statements of account will provide each participant with a
convenient record of each transaction under the Plan.
Administration
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3. Who administers the Plan for participants?
American Securities Transfer & Trust, Inc., at the direction of the
Corporation, will be the Agent for the participants in the Plan and will
administer the Plan, maintain its records, send periodic statements of
account to participants and perform other duties relating to the Plan. The
Agent also acts as dividend disbursing and transfer agent for the
Corporation.
Eligibility
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4. Who is eligible to participate in the Plan?
All Common Stock stockholders of record are eligible to participate in the
Plan. If the Common Stock is registered in a name other than that of the
stockholder (for example, in the name of a broker or other nominee), the
stockholder who wants to participate in the Plan must either make
appropriate arrangements for the nominee to participate in the Plan, or the
stockholder must become a stockholder of record by having all or a portion
of such shares transferred to the stockholder's own name.
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Participation by Stockholders
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5. How does an eligible stockholder participate?
Participation in the Plan is entirely voluntary. Any eligible stockholder
may join the Plan at any time by completing an Authorization Form and
returning it to the Agent. A stockholder may obtain an Authorization Form
by writing to or calling the Agent.
If a stockholder has shares of Common Stock registered in multiple accounts
the stockholder should complete an Authorization Form for each such
account. In that case the stockholder has the election of signing and
returning any or all such Authorization Forms, specifying on each the
number of shares on which dividends should be reinvested for each account.
Those stockholders who do not elect to participate in the Plan will
continue to receive cash dividends at such times as dividends are paid to
all stockholders.
6. What are the Options that the Authorization Form provides?
The Authorization Form allows each participant to decide the extent of
their participation in the Plan through any of the following three
investment options:
(a) "Full Dividend Reinvestment" permits a participant to reinvest
dividends on all shares of Common Stock, currently owned or
subsequently registered in the participant's name, in additional shares
of Common Stock in accordance with the Plan. This option also permits
the participant to make optional purchases of additional shares in
accordance with the Plan.
(b) "Partial Dividend Reinvestment" permits a participant to specify the
number of shares registered in the participant's name on which the
participant desires dividends to be reinvested. This option also
permits the participant to make optional purchases of additional shares
in accordance with the Plan.
(c) "Optional Purchases" permits a participant to make optional purchases
of additional shares of Common Stock in accordance with the Plan,
whether or not the participant's dividends are being reinvested.
7. How may a participant change options under the Plan?
A participant may change participation in the Plan at any time by
completing a revised Authorization Form and returning it to the Agent or by
submitting a written request to the Agent.
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Reinvestment of Dividends
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8. When will dividends be reinvested?
Cash dividends on the Common Stock historically have been paid by the
Corporation during the months of January, April, July and October. Shares
purchased from the Corporation with reinvested dividends will be purchased
on the "Dividend Investment Date" (the same date as the Dividend Payment
Date as fixed by the Corporation's Board of Directors), while shares
purchased on the open market with reinvested dividends will be purchased
during the "Dividend Investment Period" (the period during the five business
days preceding and the five business days following the Dividend Investment
Date). No interest will be paid by the Corporation on dividends awaiting
reinvestment.
Any changes in a participant's method of participating in the dividend
reinvestment feature of the Plan will become effective as of the next
succeeding Dividend Investment Date if written notice of such intention is
received by the Agent on or before the record date for the related dividend
payment.
Optional Purchases
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9. What is the minimum and maximum investment with optional purchases, and
when can they be made?
A participant may make optional purchases totaling no more than $5,000 per
calendar quarter, with a minimum of $100 per purchase. The Agent will
return optional purchase payments to the extent that the aggregate optional
purchase payments in any calendar quarter exceed $5,000 or are less than
$100. The same optional purchase payment need not be sent each quarter, nor
does the participant need to make a payment in each quarter. There is no
obligation to use, nor any penalty for not using, the optional purchases
feature of the Plan.
10. How does the "Optional Purchases" investment option operate?
If a participant chooses to make optional purchases, and not elect the
dividend reinvestment option, the Agent will pay cash dividends on all
shares registered in the participant's account and will apply any optional
purchase payments received from the participant to the purchase of
additional shares of Common Stock for the participant's account in the
Plan. The Agent will also reinvest all future cash dividends on shares in
the Plan purchased pursuant to the optional purchases feature of the Plan.
An optional purchase payment may be made by a stockholder when enrolling,
whether or not the dividend reinvestment option is selected, by enclosing a
check (made payable to American Securities Transfer & Trust, Inc.) with the
Authorization Form. Thereafter, optional purchases may be made by
submitting a check accompanied by the payment stub which will be attached
to each periodic statement sent to the participant by the Agent. Additional
stubs will be supplied to any participant upon request of the Agent.
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11. When will optional purchase payments received by the Agent be invested and
can they be returned to the participant upon request?
Optional purchase payments will be invested monthly. Shares purchased from
the Corporation will be purchased on the "Cash Investment Date" and shares
purchased on the open market will be purchased during the "Cash Investment
Period". The Cash Investment Date will be the Dividend Investment Date in
months when dividends are paid by the Corporation and the third business
day of the month in months when dividends are not paid by the Corporation.
The Cash Investment Period will be during the five business days preceding
and the five business days following the Dividend Investment Date or the
Cash Investment Date, as applicable. No interest will be paid by the
Corporation on optional purchase payments awaiting investment.
In order to allow sufficient time for processing, optional purchase
payments must be received by the Agent no later than the last day of the
month prior to the Cash Investment Date. Additionally, optional purchase
payments will be refunded if a written request for refund is received by
the Agent no later than the third to the last business day of the month.
Shares Purchased for Participants
- ----------------------------------
12. How many shares of Common Stock will be purchased for participants?
Each participant's account will be credited with the number of shares,
including fractions computed to three decimal places, equal to the total
amount to be invested from reinvested dividends and optional purchase
payments, divided by the applicable purchase price of each share (as
determined in Question 14).
13. What is the source of shares purchased under the Plan?
Shares purchased under the Plan may come from authorized shares of Common
Stock of the Corporation or from shares purchased on the open market. The
decision to issue new shares or to purchase shares on the open market is
solely that of the Corporation. Additionally, shares purchased on the open
market will be made on such terms, including price and settlement date, as
the Corporation solely deems appropriate.
14. What will be the price of the shares of Common Stock purchased under the
Plan?
(a) If shares are purchased from the Corporation:
(i) With reinvested dividends - Shares will be purchased at 100% of
the average of the high and low prices for the Common Stock as
reported by the Nasdaq National Market for the five days on which
the shares are traded immediately preceding the applicable
Dividend Investment Date;
(ii) With optional purchase payments - Shares will be purchased at
100% of the average of the high and low prices for the Common
Stock as reported by the Nasdaq National Market for the five days
on which shares are traded immediately preceding the applicable
Cash Investment Date.
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(b) If shares are purchased on the open market:
(i) With reinvested dividends - Shares will purchased at 100% of the
average cost of all shares purchased during the applicable
Dividend Investment Period;
(ii) With optional purchase payments - Share will be purchased at 100%
of the average cost of all shares purchased during the applicable
Cash Investment Period.
Dividends on Shares Held in the Plan
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15. What is done with dividends paid on shares held in accounts under the Plan?
All dividends paid on full and fractional shares held in the Plan will be
automatically reinvested in additional shares of Common Stock under the
Plan.
Costs
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16. What are the costs to participants in connection with purchases under the
Plan?
Participants will not incur any brokerage commissions, service charges or
similar costs in connection with purchases under the Plan. Additionally,
costs of administration of the Plan are incurred by the Corporation.
Reports to Participants
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17. How will participants be advised of their purchase of stock?
As soon as practicable after each reinvestment or purchase is completed by
the Agent, each participant will receive a statement detailing their
account activity. These statements are a participant's continuing record of
the cost of purchases and should be retained for income tax purposes. In
addition, each participant will receive copies of those corporate
communications distributed to all stockholders, including quarterly
reports, annual report, notices of stockholders' meeting and proxy
statements of the Corporation.
Certificates for Shares Held Under the Plan
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18. Will stock certificates be issued for shares of Common Stock purchased?
Normally, certificates for shares of Common Stock purchased under the Plan
will not be issued to participants. The number of shares credited to an
account under the Plan will be shown on the participant's statement of
account. This convenience to the Plan participant protects against loss,
theft or destruction of stock certificates. However, if a participant
wishes to obtain certificates for any number of whole shares credited to an
account under the Plan, without withdrawing from the Plan, he/she may do so
by mailing a written request to the Agent. Because the Corporation does not
issue fractional shares, certificates for fractional shares will not be
issued to a participant under any circumstances.
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Shares credited to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in the participant's name.
19. In whose name will accounts be maintained and certificates registered when
issued?
Accounts for each participant will be maintained by the Agent in the
participant's name as shown on the Corporation's records (the "account
name") at the time the participant enters the Plan. When issued,
certificates for full shares will be registered in that account name.
Upon written request, certificates also may be registered and issued in
names other than the account name subject to compliance with any applicable
laws and the payment by the participant of any applicable taxes, provided
that the request bears the signature of the participant and the signature
is guaranteed by a commercial bank or trust company or by a member of the
New York Stock Exchange or other stock exchanges.
Complete or Partial Withdrawal from Participation in the Plan
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20. May a participant withdraw from the Plan at any time?
The Plan is entirely voluntary and a participant may request to withdraw
from the Plan at any time. However, should the participant wish to simply
change options under the Plan, or should the participant wish to receive
certificates for all or a portion of whole shares held under the Plan, see
Questions 7 and 18, respectively.
21. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must notify the Agent, in
writing, of the request to withdraw. When a participant withdraws from the
Plan, or upon termination of the Plan by the Corporation, certificates for
full shares credited to a participant's account under the Plan will be
issued and a cash payment will be made for any fractional shares.
If the request to withdraw is received on or after the record date for a
dividend, any cash dividend paid on the Dividend Payment Date will be
reinvested in the Common Stock and credited to the participant's account in
accordance with the participant's previous instructions under the Plan.
Thereafter, all dividends will be paid in cash to the participant.
Any optional purchase payments sent to the Agent prior to the request to
withdraw will be invested in Common Stock unless the participant's
withdrawal letter expressly requests return of the optional purchase
payments and such letter is received no later than the third to the last
business day of the month. The request to withdraw will then be processed
as promptly as possible following such date.
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22. When may a stockholder rejoin the Plan?
Generally, an eligible stockholder may rejoin the Plan at any time.
However, the Corporation reserves the right to reject any Authorization
Form from a previous participant on grounds of excessive joining and
termination. Such reservation is only intended to minimize administrative
expense and to encourage use of the Plan as a long-term investment service.
23. What happens when a participant sells or transfers all of the shares
registered in his or her name, other than shares under the Plan?
If a participant disposes of all shares of stock registered in his/her name
other than shares under the Plan, the Agent will, unless otherwise
instructed by the participant, continue to reinvest the dividends on the
shares still credited to the participant's account under the Plan. If a
participant, however, has only a fractional share of stock credited to
his/her account under the Plan on the record date for any cash dividend on
the Common Stock, the Corporation reserves the right not to reinvest any
additional dividends on such fractional share and pay the participant in
cash for such fractional shares and any dividend thereon. The cash payment
for the fractional share will be based upon the closing market price of the
Common Stock as reported by the Nasdaq National Market for the business day
prior to the date the Corporation elects to make such cash payment to the
participant.
24. What happens to a fractional share when a participant withdraws from the
Plan?
When a participant withdraws from the Plan, a cash payment representing any
fractional share will be mailed to the participant. The cash payment will
be based upon the closing market price of the Common Stock as reported by
the Nasdaq National Market for the business day prior to the date of
processing of the withdrawal by the Agent.
Voting by Participants
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25. How will a participant's shares held under the Plan be voted at meetings of
stockholders?
Each participant will receive a single proxy card covering both: (i) those
shares of Common Stock credited to the participant's account under the
Plan, and (ii) those shares registered in the participant's name that are
not within the Plan. If the proxy card is returned properly signed and
marked for voting, all of the shares will be voted as marked. The total
number of full shares held may be voted in person at stockholders' meetings
in accordance with instructions contained in the Corporation's Proxy
Statement.
If a proxy card is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect
to any item, all of the participant's shares will be voted (to the extent
legally permissible) in accordance with the recommendations of the Board of
Directors of the Corporation. This procedure is consistent with the actions
taken with respect to stockholders who are not participating in the Plan
and who return properly signed proxy cards and do not provide voting
instructions. If the proxy card is not returned, or if it is returned
unsigned or improperly signed, none of the participant's shares covered by
such proxy card will be voted unless the participant or his or her duly
appointed representative votes in person at the meeting.
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Tax Consequences of Participation
- ---------------------------------
26. What amount of dividend income will participants in the Plan report on
their Federal income tax returns?
A Participant will, to the extent dividends are reinvested, be treated for
Federal income tax purposes as having received, on the Dividend Payment
Date, a dividend in an amount equal to the fair market value of the shares
purchased with reinvested dividends. To the extent dividends are received
in cash, such amount will be considered a dividend for Federal income tax
purposes.
27. How will the participant's tax basis in shares purchased be determined?
A participant who is credited with shares through the dividend reinvestment
feature of the Plan will have a basis in those shares equal to the amount
of the dividend as determined in Question 26 above. A participant in the
optional purchases feature of the Plan will have a basis in those shares
equal to the fair market value of the shares acquired on the Cash
Investment Date or during the Cash Investment Period.
28. When does the holding period begin for shares credited to a participant in
the Plan?
For shares credited to the participant through the dividend reinvestment
feature of the Plan, the holding period will begin on the day following the
date of distribution of the dividend. For shares credited to the
participant through the optional purchases feature of the Plan, the holding
period will begin on the day following the day such shares are purchased.
29. Will a participant realize any taxable income upon the receipt of stock
certificates representing shares that were credited to the participant's
account?
A participant will not realize any taxable income upon the receipt of stock
certificates representing shares credited to the participant's account.
This is true whether the certificates are received upon the participant's
request, withdrawal from the Plan or termination of the Plan.
30. Will a participant realize any taxable income as a result of the
Corporation's payment of the Agent's fees for administering the Plan?
A participant in the Plan will not realize any taxable income as a result
of the Corporation's payment of the Agent's fees for administering the
Plan.
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Backup Withholding
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31. Will the Corporation withhold Federal income taxes if the participant fails
to provide the Corporation with a social security or tax identification
number?
Federal law requires that Federal income tax be withheld (commonly called
"backup withholding") from dividends payable to participants who fail to
provide the Corporation with their social security or other tax
identification number in the manner required by law or where the Internal
Revenue Service (the "IRS") notifies the Corporation that backup
withholding is required from the participant. The Corporation cannot refund
backup withholding. Participants subject to backup withholding should
contact their tax advisors or the IRS for information.
To avoid backup withholding, a participant must provide the Agent with a
completed copy of the Corporation's substitute Form W-9 containing the
participant's social security or other tax identification number. A
participant may obtain a substitute Form W-9 by requesting one from the
Agent. Any dividend paid to such participant subsequent to the receipt of
the substitute Form W-9 will not be subject to backup withholding unless
the IRS notifies the Corporation to the contrary.
Other Information
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32. What happens if the Corporation declares a stock dividend or stock split?
Any shares of the Corporation's Common Stock issued in connection with a
stock split or dividend distributed by the Corporation will be credited to
the participant's account. As soon as practicable after the declaration of
a stock dividend or stock split, a statement will be sent to each
participant which will indicate the number of shares of Common Stock
credited to each participant's account under the Plan as a result of the
stock dividend or stock split. A participant may receive a certificate for
such shares (other than fractional shares) at any time by sending a written
request to the Agent.
33. May the Plan be changed or discontinued?
While the Corporation presently intends to continue the Plan indefinitely,
the Corporation reserves the right to amend, suspend, modify or terminate
the Plan at any time. Notice of any such amendment, suspension or
modification will be sent to participants. Should the Corporation decide to
terminate the Plan, it will provide participants with at least 30 days
notice of such action. The Corporation reserves the right to impose a
minimum number of shares required to participate in the Plan.
34. What is the responsibility of the Corporation and the Agent under the Plan?
The Corporation and its Agent administering the Plan will not be liable for
any act done in good faith or for any omission to act in good faith,
including, without limitation, any claim of liability arising out of
failure to terminate a participant's account upon a participant's death
prior to receipt of notice in writing of such death.
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The participant should recognize that neither the Corporation nor the Agent
can assure the participant of a profit, or protect against a loss, on the
shares purchased under the Plan. An investment in the Corporation's Common
Stock is, as are all equity investments, subject to market fluctuations.
35. Who interprets and regulates the Plan?
The Corporation reserves the sole right to interpret and regulate the Plan
as may be necessary or desirable in connection with the operation of the
Plan. The Plan will be governed by the laws of the state of Delaware.
COMMON STOCK
------------
Holders of the Corporation's Common Stock are entitled to share, on a pro-rata
basis, in dividends payable in cash, stock or other property, where as and if
declared by the Board of Directors of the Corporation. In the event of any
liquidation, dissolution or winding-up, the holders of the Common Stock are
entitled to receive, on a share for share basis, any assets or funds of the
Corporation which are distributable to its holders of Common Stock upon such
events. Holders of the Common Stock are entitled to one vote for each share held
on all matters voted upon by stockholders. Holders of Common Stock are not
entitled to preemptive rights or to cumulative voting rights. The shares of
Common Stock issued or to be issued upon receipt of payment by the Corporation
in accordance with the terms set forth in the Plan will be validly issued, fully
paid and non-assessable.
On February 15, 1989, the Corporation's Board of Directors adopted a Rights
Agreement, and pursuant thereto, declared a distribution of one Right for each
outstanding share of the Corporation's Common Stock held of record on March 1,
1989, and each share issued thereafter. On November 15, 1995, the Board of
Directors adopted an Amended and Restated Rights Agreement. Each Right entitles
the registered holder to purchase from the Corporation one one-hundredth of a
share of participating preferred stock for the Exercise Price ($100), subject to
adjustment. The Rights are exercisable only upon the occurrence of certain
defined events, including, but not limited to, the acquisition by any person of
10% or more of the Corporation's Common Stock. The Rights may be redeemed by the
Board of Directors at a redemption price of $0.01 per Right at those times
specified in the Amended and Restated Rights Agreement. The Rights expire on
November 15, 2005. As a result of the Rights distribution, 600,000 of the
1,000,000 shares of the Corporation's authorized preferred stock have been
reserved for issuance as Series A Preferred Stock.
COMMON STOCK PRICE AND DIVIDENDS
--------------------------------
As of July 7, 1998, the closing price for the Corporation's Common Stock by the
Nasdaq National Market was $45.98. The Corporation's Common Stock is traded on
the Nasdaq National Market under the symbol of "FMBI". Quotations can be found
within the Nasdaq National Market listings that appear in most daily newspapers.
The Corporation has paid quarterly dividends without interruption since its
inception on April 1, 1983.
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GENERAL
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The Corporation's Restated Certificate of Incorporation and By-laws, pursuant to
Section 145 of the Delaware General Corporation Law, authorize (and, under some
circumstances, require) indemnification of directors and officers of the
Corporation and certain others against certain liabilities, including
liabilities arising under the Securities Act of 1933, as amended (the "Act"). In
addition, the Corporation is required to provide indemnification against certain
liabilities by the terms of certain Indemnity Agreements which have been entered
into by the Corporation with its directors and certain of its officers. Insofar
as indemnification for liabilities arising under the Act may be permitted to
directors and officers of the Corporation, the Corporation has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
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PROSPECTUS
--------------------
FIRST MIDWEST BANCORP, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Purchase First Midwest Bancorp, Inc.
-----------------------------------
Common Stock without incurring any
brokerage commissions or service charges
through reinvestment of dividends
or by making optional purchases.
Dated July 9, 1998
