<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FIRST MIDWEST BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
March 12, 1999
Dear Shareholder:
The 1999 Annual Meeting of Shareholders of First Midwest Bancorp, Inc., will be
held on Wednesday, April 14, 1999 at 9:00 a.m. at the Sheraton Hotel, 121
Northwest Point Boulevard, Elk Grove Village, Illinois.
The purpose of the Annual Meeting will be to elect four directors, namely,
Vernon A. Brunner, O. Ralph Edwards, Thomas M. Garvin and John M. O'Meara. We
currently know of no other business to be considered at the meeting.
Whether you plan to attend the Annual Meeting or not, please date and sign the
enclosed proxy card and return it in the accompanying envelope. Your vote is
very important regardless of how many shares you own. If you attend the Annual
Meeting and wish to vote in person, you may do so even though you have
previously sent in a proxy.
Yours very truly,
Robert P. O'Meara
Chairman and
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 14, 1999
To the Shareholders of
FIRST MIDWEST BANCORP, INC.:
The Annual Meeting of Shareholders of First Midwest Bancorp, Inc. will be
held at the Sheraton Hotel, 121 Northwest Point Boulevard, Itasca, Illinois, on
Wednesday, April 14, 1999 at 9:00 a.m. for the purpose of electing four
directors and transacting such other business as may be properly brought before
the Annual Meeting or any adjournment thereof. Management at present knows of no
other business to be brought before the Annual Meeting.
The Board of Directors has fixed the close of business on March 1, 1999 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the Annual Meeting.
Whether you plan to attend the Annual Meeting or not your prompt execution
and return of the enclosed proxy will be appreciated.
By Order of the Board of Directors:
JAMES M. ROOLF
James M. Roolf
Senior Vice President,
Corporate Secretary
March 12, 1999
<PAGE>
PROXY STATEMENT
FOR ANNUAL MEETING TO BE HELD APRIL 14, 1999
VOTING PROCEDURES
Introduction
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of First Midwest Bancorp, Inc. (the "Company"), a
Delaware corporation, of proxies for use at the Annual Meeting of Shareholders
to be held April 14, 1999 at 9:00 a.m. and at any adjournments of that meeting
(the "Annual Meeting"). The Board of Directors has fixed the close of business
on March 1, 1999 as the record date for determining shareholders entitled to
notice of, and to vote at, the Annual Meeting. On the record date, the Company
had outstanding 28,933,060 shares of $0.01 per share par value Common Stock
("Common Stock"). Each outstanding share of Common Stock entitles the holder to
one vote.
Shares of Common Stock represented by properly executed proxies received by
the Company will be voted at the Annual Meeting in accordance with the
instructions thereon. If there are no such instructions, the shares will be
voted in favor of the election of the nominees for director and in the
discretion of the named proxies on any other matters which may properly come
before the Annual Meeting. A shareholder may revoke his proxy by: executing a
later-dated proxy; giving written notice of such revocation to the Corporate
Secretary; or voting in person at the Annual Meeting. Attendance at the Annual
Meeting will not, in and of itself, constitute the revocation of a proxy.
The Inspector of Election appointed by the Board of Directors for the
Annual Meeting will tabulate votes cast by proxy or in person at the Annual
Meeting and will determine whether or not a quorum is present. The Inspector of
Election will treat abstentions as shares that are present and entitled to vote
for purposes of determining the presence of a quorum but as unvoted for purposes
of determining the approval of any matter submitted to the shareholders for a
vote. If a broker indicates on the proxy that it does not have discretionary
authority as to certain shares to vote on a particular matter, those shares will
not be considered as present and entitled to vote with respect to that matter.
The date of this Proxy Statement is March 12, 1999. The approximate date on
which this Proxy Statement, form of proxy and the Company's 1998 Annual Report
are first being sent to the Company's shareholders is March 12, 1999.
1
<PAGE>
Voting of Shares in the First Midwest Bancorp, Inc. Dividend Reinvestment Plan
The Company's Stock Transfer Agent, American Securities Transfer & Trust
Company, is the record owner of all shares of Common Stock held for participants
in the Dividend Reinvestment & Stock Purchase Plan ("DR Plan"). Each DR Plan
participant will receive a single proxy card covering those shares of Common
Stock credited to the participant's DR Plan account and those shares owned
outside the DR Plan.
Direction Card for Participants in the First Midwest Bancorp Savings and Profit
Sharing Plan
First Midwest Trust Company, N.A., as Trustee under the First Midwest
Bancorp Savings and Profit Sharing Plan (the "Profit Sharing Plan"), is the
record owner of all shares of the Common Stock held for participants in the
Profit Sharing Plan. The Trustee will vote the shares held for the account of
each Profit Sharing Plan participant in accordance with the directions received
from participants. In order to obtain such voting directions, the Trustee will
forward this Proxy Statement and a blue-colored direction card to each Profit
Sharing Plan participant. The direction card must be executed and returned if
the shares held pursuant to the Profit Sharing Plan are to be voted, provided
that shares held in the Profit Sharing Plan for which no directions are received
will be voted by the Trustee proportionally in the same manner as it votes
shares for which directions were received. All direction cards returned will be
kept confidential by the Trustee or its tabulating agent and will not be
disclosed to the Company or any of its employees. Because Profit Sharing Plan
participants are not the record owners of the related shares, such shares may
not be voted in person by Profit Sharing Plan participants at the Annual
Meeting.
Direction Card for Participants in the First Midwest Bancorp Nonqualified
Retirement Plan and Nonqualified Stock Option Gain Deferral Plan
Harris Bank Barrington, as Trustee under the First Midwest Bancorp
Nonqualified Retirement Plan and Nonqualified Stock Option Gain Deferral Plan
(the "Nonqualified Plans") is the record owner of all shares of the Common Stock
held for participants in the Nonqualified Plans. The Trustee will vote the
shares held for the account of each Nonqualified Plan participant in accordance
with the directions received from participants. In order to obtain such voting
directions, the Trustee will forward this Proxy Statement and a buff-colored
direction card to each Nonqualified Plan participant. The direction card must be
executed and returned if the shares held pursuant to the Nonqualified Plans are
to be voted, provided that shares held in the Nonqualified Plans for which no
directions are received will be voted by the Trustee proportionally in the same
manner as it votes shares for which directions were received. All direction
cards returned will be kept confidential by the Trustee or its tabulating agent
and will not be disclosed to the Company or any of its employees. Because
Nonqualified Plan participants are not the record owners of the related shares,
such shares may not be voted in person by Nonqualified Plan participants at the
Annual Meeting.
Cost of Solicitation
The cost of solicitation of proxies will be paid by the Company. Directors,
officers, employees and agents of the Company may solicit proxies by mail,
telephone, personal interview and other means. Directors, officers and employees
will receive no additional compensation for solicitation services. Brokerage
houses, nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the beneficial owners of shares of record held by them
and will be reimbursed for their reasonable expenses.
2
<PAGE>
ELECTION OF DIRECTORS
At the Board of Directors regular meeting of August 19, 1998 and pursuant
to the Agreement and Plan of Merger dated January 14, 1998, by and between the
Company and Heritage Financial Services, Inc. ("Heritage"), three directors of
Heritage (Jack Payan, John L. Sterling and Richard T. Wojcik) were appointed to
serve on the Board of Directors until the year 2001. Additionally, following the
April 16, 1998 death of former Director C. D. Oberwortmann, the Board appointed
Brother James Gaffney, FCS to serve as Director on the Board until the year
2000.
We are saddened to inform you that Andrew B. Barber, Honorary Chairmen of
the Board, passed away on January 31, 1999 following a brief illness. A Director
of the Company since its formation in 1982, Andy was active in banking in the
Midwest for almost sixty years co-founding in 1940 the Union National Bank of
Joliet, the largest of the twenty-one banks that came together in 1983 to
constitute First Midwest Bancorp.
As a result of the foregoing, on February 17, 1999 the Board of Directors
reduced the number of Directors comprising the Board from fourteen to thirteen.
To make the three classes of Directors approximately equal in number, the Board
nominated Director John M. O'Meara for election to the class of Directors
serving until the year 2002 (Director O'Meara was previously in the class of
Directors serving until the year 2001).
Each year the Shareholders elect the members of a Class of directors for a
term of three years. The Director Nominees named below have been nominated for
election for a term to end at the Annual Meeting of Shareholders in the year
2002 or until their successors are elected. The Board has no reason to believe
that any of the Director Nominees will not be available for election. However,
if any of the Director Nominees is not available for election, proxies may be
voted for the election of other persons selected by the Board of Directors.
Proxies cannot, however, be voted for a greater number of persons than the
number of Director Nominees named. To be elected as a director, each Director
Nominee must receive the favorable vote of a plurality of the shares present and
entitled to vote at the Annual Meeting.
Certain biographical information (including principal occupation or
employment for the past five years) concerning each Director Nominee and
Continuing Director as of the date of the Annual Meeting is set forth below:
Director Nominees To Serve Until The Year 2002
Vernon A. Brunner, 58 (Director since 1997). Mr. Brunner is Executive Vice
President-Marketing, Walgreen Co. (retail drug store chain), Deerfield,
Illinois. Mr. Brunner is a member of the Company's Executive Committee.
O. Ralph Edwards, 64 (Director since 1988). Mr. Edwards is Corporate Vice
President-Human Resources (retired, 1992) of Abbott Laboratories (health
care products manufacturer), Abbott Park, Illinois. Mr. Edwards is Chairman
of the Company's Compensation Committee and is a member of its Nominating
Committee.
Thomas M. Garvin, 63 (Director since 1989). Mr. Garvin is Chairman and
Chief Executive Officer of G.G. Products Company (food business acquiror),
Oak Brook, Illinois. He is a director of Corporate Renaissance Group, Inc.
Mr. Garvin is a member of the Company's Executive and Audit Committees.
John M. O'Meara, 53 (Director since 1982). Mr. O'Meara is President and
Chief Operating Officer of First Midwest Bancorp, Inc. He is a member of
First Midwest's Executive Committee and is the brother of Robert P.
O'Meara.
3
<PAGE>
Continuing Directors Serving Until The Year 2000
Bruce S. Chelberg, 64 (Director since 1989). Mr. Chelberg is Chairman and
Chief Executive Officer of Whitman Corporation (diversified, multinational
holding company), Rolling Meadows, Illinois. He is a director of Whitman
Corporation, Snap-On Tools Corporation and Northfield Laboratories, Inc.
Mr. Chelberg is Chairman of the Company's Nominating Committee and is a
member of its Audit and Executive Committees.
William J. Cowlin, 67 (Director since 1997). Mr. Cowlin is Attorney and
Counselor at Law of William J. Cowlin, LTD., Crystal Lake, Illinois. Prior
to 1997, Mr. Cowlin was Chairman of the Board and Chief Executive Officer
of SparBank which was acquired by the Company on October 1, 1997. Under the
terms of the acquisition agreement between the Company and SparBank, Mr.
Cowlin was appointed to serve as a director of the Company until its Annual
Meeting of Shareholders in the year 2000. In addition, this agreement
requires that Mr. Cowlin (or such other nominee of Geraldine C. Cowlin, his
spouse) will be nominated to serve as a director of the Company upon the
expiration of his term in the year 2000 for a three year term expiring at
the Annual Meeting of Shareholders in the year 2003. Mr. Cowlin is a member
of the Company's Executive Committee.
Joseph W. England, 58 (Director since 1986). Mr. England is Senior Vice
President of Deere & Company (mobile power equipment manufacturer), Moline,
Illinois. Mr. England is Chairman of the Company's Audit Committee.
Brother James Gaffney, FSC, 56 (Director since 1998). Brother Gaffney is
Chief Executive Officer of Lewis University (independent catholic
institution of higher education), Romeoville, Illinois. Brother Gaffney is
a member of the Company's Executive Committee.
Robert P. O'Meara, 61 (Director since 1982). Mr. O'Meara is Chairman of the
Board and Chief Executive Officer of First Midwest. He is Chairman of the
Company's Executive Committee and is the brother of John M. O'Meara.
Continuing Directors Serving Until The Year 2001
Jack Payan, 68. Mr. Payan is a senior executive of Payan, Alberts &
Thompson, Ltd., an independent insurance agency. Prior to 1998, Mr. Payan
served on the Board of Directors of Heritage which was acquired by the
Company on July 1, 1998. Under the terms of the acquisition agreement
between the Company and Heritage, Mr. Payan was appointed to serve as
director of the Company until its Annual Meeting of Shareholders in year
2001. Mr. Payan is a member of the Company's Audit Committee.
John L. Sterling, 55. Mr. Sterling is the President and owner of Sterling
Lumber Company (lumber distributor). Mr. Sterling served on the Board of
Directors of Heritage which was acquired by the Company on July 1, 1998.
Under the terms of the acquisition agreement between the Company and
Heritage, Mr. Sterling was appointed to serve as director of the Company
until its Annual Meeting of Shareholders in year 2001. Mr. Sterling is a
member of the Company's Compensation Committee.
J. Stephen Vanderwoude, 55 (Director since 1991). Mr. Vanderwoude is
Chairman and Chief Executive Officer of Madison River Telephone Company
(telephone system acquiror and operator), Chapel Hill, North Carolina. From
1993 to 1995, he was President and Chief Executive Officer (retired, 1995)
of Video Lottery Technologies, Inc. He is a director of V-Band Corporation.
Mr. Vanderwoude is a member of the Company's Compensation Committee.
Richard T. Wojcik, 60. Prior to 1998, Mr. Wojcik was Chairman and Chief
Executive Officer of Heritage which was acquired by the Company on July 1,
1998. Under the terms of the acquisition agreement between the Company and
Heritage, Mr. Wojcik was appointed to serve as director of the Company
until its Annual Meeting of Shareholders in year 2001. Mr. Wojcik is a
member of the Company's Executive Committee.
4
<PAGE>
BOARD OF DIRECTORS' OPERATIONS
Board of Directors and Committee Meetings
The Board of Directors has established Executive, Audit, Compensation and
Nominating Committees, and may periodically establish other Committees as deemed
advisable.
The members of the Executive Committee during 1998 were: Vernon A. Brunner;
Bruce S. Chelberg; William J. Cowlin; Thomas M. Garvin; John M. O'Meara and
Robert P. O'Meara. The function of this Committee is to exercise certain powers
of the Board of Directors, as defined by the Company's ByLaws, between Board
meetings. The Executive Committee met five times during 1998. Currently, the
members of the Executive Committee are: Vernon A. Brunner, Bruce S. Chelberg;
William J. Cowlin; Brother James Gaffney, FSC; Thomas M. Garvin; John M.
O'Meara; Robert P. O'Meara and Richard T. Wojcik.
The members of the Compensation Committee during 1998 were: O. Ralph
Edwards, Chairman, and J. Stephen Vanderwoude. The functions of this Committee
are to determine and recommend to the Board of Directors the compensation of the
Company's directors and to review the propriety of the Company's compensation
and benefits programs. The Compensation Committee met four times in 1998.
Currently, the members of the Compensation Committee are: O. Ralph Edwards,
Chairman, John L. Sterling and J. Stephen Vanderwoude.
Audit Committee members during 1998 were: Bruce S. Chelberg; Joseph W.
England, Chairman; and Thomas M. Garvin. The functions of this Committee are to:
select and recommend the independent auditors to the Board of Directors, review
the plans for, and the findings from, the independent and internal audits; and
review the results of the regulatory agency examinations of the Company. The
Audit Committee met four times in 1998. Currently, the members of the Audit
Committee are: Bruce S. Chelberg, Joseph W. England, Chairman, Thomas M. Garvin
and Jack Payan.
The members of the Nominating Committee during 1998 and currently are:
Bruce S. Chelberg, Chairman; and O. Ralph Edwards. The functions of this
Committee are to establish criteria for the nomination of directors and identify
and recommend to the Board of Directors candidates for director nomination. The
Nominating Committee met once during 1998.
The First Midwest Board held four meetings during 1998. Except for Director
Cowlin, each Director attended at least 75% of the aggregate of the total number
of meetings held by the Board of Directors and the various Committees of the
Board of Directors on which he served.
Board of Directors' Compensation
Non-employee members of the Board of Directors are compensated by the
Company through an annual $11,000 retainer, payable quarterly, and a $750 fee
for each Board meeting attended. Non-employee Chairpersons of Board Committees
receive an additional $1,500 annual retainer, payable quarterly. Non-employee
Committee members, including the Chairperson, also receive a $750 fee for each
Committee meeting attended. The median total compensation paid in 1998 to non-
employee directors was $18,500. Employee members of the Board (i.e., John M.
O'Meara and Robert P. O'Meara) receive no Board compensation.
Deferred Compensation Plan for Non-employee Directors
The Deferred Compensation Plan for Non-employee Directors allows non-
employee directors to defer receipt of either 50% or 100% of any director fees
and retainers due such directors. The deferred director fees and retainers are
payable at the director's election either as a lump sum or in installments over
a period not to exceed ten years. Payments under this plan begin at the date
specified by the director or upon cessation of service as a director.
5
<PAGE>
Non-Employee Directors' 1997 Stock Option Plan. During 1997, the Board of
Directors established the Non-Employee Directors' 1997 Stock Option Plan (the
"Directors' Plan") to advance the interests of the Company and its Shareholders
by augmenting the Company's traditional compensation program for non-employee
directors with awards of non-qualified stock options. A maximum of 25,000 shares
of Common Stock are available for the grant of options under the Directors'
Plan.
Under the Directors' Plan, each non-employee director receives an annual
non-qualified stock option grant. The grant date will be the date of that
year's first regularly scheduled meeting of the Company's Board. The number of
shares covered by the option is determined by dividing the average cash
compensation paid to non-employee directors during the immediately preceding
calendar year by the fair market value of a share of the Company's Common Stock
on the grant date. In addition, for any individual who first becomes a non-
employee director after the date of the first Board of Directors meeting in that
year, the date such individual becomes a director shall be a grant date. The
first regularly scheduled meeting for 1999 was held February 17, 1999 and on
that date an option to purchase 515 shares of the Company's Common Stock at a
price of $35.9375 per share was granted to each non-employee director.
The exercise price per share for all options under the Directors' Plan is
100% of the fair market value of a share of the Company's Common Stock on the
grant date. The exercise price may be paid in cash or by surrendering
previously-acquired shares of the Company's Common Stock, or a combination of
both, having a combined value equal to the aggregate exercise price for the
options being exercised. The options are not exercisable until the first
anniversary of the grant date, subject to accelerated vesting in the event of
death or disability, or a change in control of the Company. The option will
remain exercisable until the tenth anniversary of the grant date unless the
recipient ceases to be a director, in which case the option will expire on the
third anniversary of the termination of the individual's Board membership (the
first anniversary in the event of death).
Board of Directors' Retirement Policy
The Company's Board of Directors Retirement Policy requires a director to
resign upon attainment of age seventy or upon the occurrence of certain defined
events.
Retired directors may be considered for appointment as nonvoting Emeritus
Directors upon the recommendation of the Nominating Committee. Emeritus
Directors will be available for advice and counsel to the Company and will
receive an annual $1,000 retainer, payable quarterly. Robert E. Joyce is
currently the Company's only Emeritus Director.
EXECUTIVE OFFICERS OF THE COMPANY
The Company's executive officers are elected annually by the Company's
Board of Directors. Certain information regarding the Company's executive
officers is set forth below.
<TABLE>
<CAPTION>
Executive
Officer
Name (Age as of March 1, 1999) Position or Employment for Past Five Years Since
- -------------------------------- -------------------------------------------------- ----------
<S> <C> <C>
Robert P. O'Meara (61) Chairman of the Board & Chief Executive Officer 1982
John M. O'Meara (53) President & Chief Operating Officer 1987
Donald J. Swistowicz (47) Executive Vice President & Chief Financial Officer 1982
</TABLE>
6
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information with respect to annual
and other compensation paid to the Company's Chief Executive Officer and the
other highest paid Executive Officers of the Company whose annual base salary
and bonus for the last fiscal year exceeded $100,000:
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
--------
Annual Compensation Securities All Other
Name and Principal Fiscal -------------------- Underlying Compensation
Position Year Salary ($) Bonus ($) Options (#) ($)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert P. O'Meara 1998 $467,082 $ 131,450 34,650 $ 33,283
Chairman of the Board 1997 433,000 131,449 9,453 56,052
& Chief Executive Officer 1996 416,000 100,825 12,773 58,313
John M. O'Meara 1998 379,753 106,860 9,448 27,059
President & Chief 1997 352,000 106,858 7,685 48,187
Operating Officer 1998 338,000 106,921 10,378 53,130
Donald J. Swistowicz 1998 198,529 45,300 18,496 13,724
Executive Vice President & 1997 172,000 45,304 3,219 21,638
Chief Financial Officer 1996 165,000 34,079 4,343 22,852
</TABLE>
Note "All Other Compensation" represents contributions by the Company to the
Company's qualified and non-qualified defined contribution retirement
plans.
7
<PAGE>
Stock Option Grants in 1998
<TABLE>
<CAPTION>
Individual Grants
- -------------------------------------------------------------------------------------------------------------
# of
Securities % of Total
Underlying Options
Options Granted to Per Share Grant Date
Granted in Employees Exercise Expiration Present
Name Type /(1)/ 1998/(2)(3)/ in 1998 Price ($) Date Value($)/(4)/
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. O'Meara NQSO 11,621 $40.69 2/18/08 $123,531
NQSO-R1 11,303 40.88 2/28/00 51,768
NQSO-R2 11,726 40.88 2/15/99 27,673
------- --------
34,650 19.3% 202,972
John M. O'Meara NQSO 9,448 5.30% 40.69 2/19/08 100,432
Donald J. Swistowicz NQSO 4,110 40.69 2/18/08 43,689
NQSO-R3 1,074 46.08 2/21/06 12,587
NQSO-R4 1,980 46.08 2/15/05 21,483
NQSO-R5 1,855 46.08 2/16/04 18,346
NQSO-R6 1,738 46.08 2/17/03 15,242
NQSO-R7 1,653 46.08 2/19/02 12,546
NQSO-R8 2,995 46.08 2/28/00 17,970
NQSO-R9 3,091 46.08 2/15/99 11,900
-------- --------
18,496 10.30% 153,763
</TABLE>
Notes:
(1) Nonqualified Stock Option (NQSO) or Nonqualified Stock Option Reload
(NQSO-R#).
(2) The options listed in the first line opposite each executive officer's
name are 1998 original options granted annually under the Company's 1989
Omnibus Stock and Incentive Plan which vest over a period of three years;
all other grants in 1998 are reload stock options which vest in six
months (see Note 3).
(3) Optionees may tender previously acquired shares of the Company's Common
Stock in payment of the exercise price of a stock option and may tender
previously acquired shares or request the Company to withhold sufficient
shares to pay the taxes arising from the exercise. The options described
above are reload stock options to purchase the number of shares thus
tendered and/or withheld. The reload option will have an exercise price
equal to the fair market value of the Common Stock on the date of
exercise of the base option, will be first exercisable six months from
such date and will expire on the scheduled expiration date of the base
option. All reload options become fully exercisable in connection with a
change in control of the Company (as defined). The reload options are
nontransferable except to family members or family trusts or
partnerships.
(4) The "Grant Date Present Value," above, was determined using the "Black-
Scholes" option pricing model. The significant factors or assumptions
incorporated into the Black-Scholes model in estimating the Grant Date
Present Value were as follows:
<TABLE>
<CAPTION>
Risk
Option Free Expected
Term Exercise Rate of Dividend life of
Option//Type (Yrs) Price Return Volatility Yield option (yrs)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NQSO 10.0 $40.69 5.55% 22.50% 2.38% 6.5
NQSO-R1 1.4 40.86 4.84 22.50 2.38 1.3
NQSO-R2 0.3 40.86 5.07 22.50 2.38 0.3
NQSO-R3 6.7 46.08 5.64 22.50 2.38 6.0
NQSO-R4 5.7 46.08 5.59 22.50 2.38 5.1
NQSO-R5 4.7 46.08 5.58 22.50 2.38 4.2
NQSO-R6 3.3 46.08 5.57 22.50 2.38 3.3
NQSO-R7 2.5 46.08 5.54 22.50 2.38 2.5
NQSO-R8 1.7 46.08 5.52 22.50 2.38 1.6
NQSO-R9 0.6 46.08 5.54 22.50 2.38 0.6
</TABLE>
8
<PAGE>
The ultimate value of the options will depend on the future market price of the
Company's Common Stock, which cannot be forecast with reasonable accuracy. The
actual value, if any, an executive may realize upon the exercise of an option
will depend on the excess of the market price of the Company's Common Stock, on
the date the option is exercised, over the exercise price of the option.
Aggregated Option Exercises in 1998 and Option Value as of December 31, 1998
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired Options at Dec. 31, 1997 Dec. 31, 1998 /(2)/
on Value ---------------------------- ---------------------------
Name Exercise Realized /(1)/ Exercisable Unexercisable Exercisable Unexercisable
- --------------------- --------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. O'Meara...... 63,075 $1,636,880 65,613 50,489 $ 1,319,282 $ 154,188
John M. O'Meara........ --- --- 100,279 22,322 2,155,788 125,303
Donald J. Swistowicz... 39,988 1,179,692 14,386 9,501 --- 52,464
</TABLE>
Notes:
(1) The value realized was deferred by the election of the named executives
into the Company's Nonqualified Stock Option Gain Deferral Plan in the
form of 40,046 and 25,602 shares of Common Stock for Robert P. O'Meara and
Donald J. Swistowicz, respectively.
(2) Options are considered "in-the-money" if the fair market value of the
underlying Common Stock exceeds the exercise price of the related stock
option. For "in-the-money" options, the "Value of Unexercised In-the-
Money Options at December 31, 1998" represents the difference between the
closing price ($30.06) of the Common Stock on December 31, 1998 and the
exercise price of the underlying options, multiplied by the number of
applicable options. Since the inception of such Plan, no stock options
have been repriced.
Defined Benefit or Actuarial Pension and Retirement Plans
Consolidated Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
Average Final ----------------------------------------------------------
Earnings 10 15 20 25 30 35
- ------------- --------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
$125,000.... $11,040 $16,044 $21,049 $26,053 $31,057 $36,062
150,000.... 13,682 19,912 26,141 32,370 38,600 44,829
175,000.... 16,325 23,779 31,234 38,688 46,142 53,597
200,000.... 18,967 27,647 36,326 45,005 53,685 62,364
225,000.... 21,610 31,514 41,419 51,323 61,227 71,132
</TABLE>
The table above illustrates the amount of annual retirement income,
computed on an actuarial basis using the "straight-life annuity method,"
provided by the Company's consolidated defined benefit pension plan at normal
retirement age (65) in specified average earnings and service classifications.
(Benefits are payable for life, or if spousal benefits are elected, a reduced
amount is payable for the life of the employee and of the surviving spouse.)
"Average Final Earnings" are determined substantially on the basis of the
annual compensation included in the Summary Compensation Table, subject to the
provisions of the Internal Revenue Code limiting the amount of annual
compensation which may be taken into account. (The limitation for 1988 was
$160,000. For the five years prior to 1998, the limitations were as follows:
1997 -$160,000; 1996, 1995 and 1994 - $150,000; and 1993 - $235,840). The
amounts shown in the pension table, above, are not offset by any available
Social Security benefits. At December 31, 1998, the years of credited service
for the Company's consolidated defined benefit pension plan for the individuals
named in the Summary Compensation Table were as follows: Robert P. O'Meara -
nineteen; John M. O'Meara - nineteen; and Donald J. Swistowicz - seventeen.
9
<PAGE>
Nonqualified Pension Plan
Because benefits from the Company's consolidated defined benefit pension
plan are subject to limitations under the Code, during 1989 the Company's Board
authorized the establishment of a nonqualified pension plan (the "nonqualified
plan"). The nonqualified plan provides for additional pension payments from the
general assets of the Company of amounts which would have been paid to
participants under the actuarially-based pension formula of the Company's
consolidated defined benefit pension plan absent the compensation limitations of
the Code. In order to reduce the administrative burden associated with the
maintenance of a nonqualified plan, the Board of Directors approved the
crediting as deferred compensation, to all employees participating in the
nonqualified plan, of the present value of the nonqualified vested pension
benefits accrued during the year. Amounts credited in 1998 as deferred
compensation for 1998 service to the executives listed in the Summary
Compensation Table were as follows: Robert P. O'Meara - $125,286; John M.
O'Meara - $59,183; and Donald J. Swistowicz - $10,167.
Executive Employment Agreements
In order to advance the interests of the Company by enabling the Company to
attract and retain the services of key executives upon which the successful
operations of the Company are largely dependent, in 1990 the Board authorized
the Compensation Committee to tender Employment/Change in Control Agreements to
such key executives (the "Agreements"). The Compensation Committee has
determined that the following executives are eligible for such Agreements: Class
I Agreements -- Robert P. O'Meara and John M. O'Meara; Class II Agreements --
Donald J. Swistowicz and thirteen other senior executives of the Company's
subsidiaries; and Class III Agreements thirty other senior executives of the
Company or its subsidiaries.
The Agreements are for a base term of two years for Classes I and II and
one year for Class III Agreements and automatically renew unless ninety days
notice of non-renewal is provided to the other party. If an executive's
employment is terminated prior to the expiration of the Agreement or by the
providing of notice of non-renewal, or if the executive is constructively
discharged (for example, as a result of a material reduction in responsibilities
or compensation, or other material breach of the Agreement by the Company), the
executive is entitled to a severance benefit of: twelve months base pay for
Class I executives and six months base pay for Class II and III executives; a
pro rata short-term bonus award; and a limited amount of health care and
outplacement counseling benefits. If the executive remains unemployed at the end
of such time periods, an additional amount of limited benefits may be provided
at the discretion of the Company.
Upon a change in control, as defined, the term of each of the Agreements is
extended three, two and one year(s) for Class I, II and III executives,
respectively, from the date of the change in control. An executive who is
terminated or constructively discharged after a change in control is entitled to
a lump sum payment of the aggregate value (three, two and one time(s) such value
for Classes I, II and III, respectively) of the following benefits: severance
pay (base salary and short-term bonus awards); perquisites to which the
executive was entitled on the date of the change in control; a limited amount of
group health care benefits; contributions for benefits expected to be made to
the Company's tax-qualified and nonqualified retirement plans; and a limited
amount of outplacement counseling.
Supplemental compensation will also be provided to mitigate the effects of
any excise taxes applicable to executive employment payments. Each executive is
subject to a confidentiality agreement, and if the executive voluntarily
terminates employment prior to a change in control, the executive will be
subject to noncompetition and nonsolicitation agreements.
10
<PAGE>
Compensation Committee Report on Executive Compensation
General. The Compensation Committee (the "Committee") believes that the
Company's compensation strategy reflects the following: compensation should
focus executives on achieving performance objectives that enhance Shareholder
value; compensation should motivate executives, both individually and
collectively, to take actions that support the attainment of the Company's
mission and long and short-term objectives; and compensation should enable the
Company to attract and retain individuals who are in a position to contribute
materially to the Company's growth, development and financial success.
Executive compensation consists of three primary, variable elements: a base
salary; a potential cash bonus award under the Company's Short-Term Incentive
Plan; and a potential stock option or other award under the Company's 1989
Omnibus Stock and Incentive Plan. In determining the appropriate mix among these
elements, the Committee considers the results of compensation comparisons
performed by the Company itself, the Company's independent compensation
consultant, Watson, Wyatt & Company, and various industry associations.
Additionally, the specific factors considered by the Committee in establishing
executive compensation under each of these elements are discussed below.
Base Salary
Executive base salaries are reviewed annually by the Committee and
presented to the full Board for approval; executives who are members of the
Board of Directors do not participate in the approval process. Executive base
salaries are typically targeted at the competitive median for services performed
in similar capacities in similarly-sized financial institutions, adjusted
primarily for individual performance and also for other factors, such as
experience, responsibility and internal equity. Based upon the foregoing, the
annual base salaries of Robert P. O'Meara, John M. O'Meara and Donald J.
Swistowicz were fixed for 1998 as disclosed in the Summary Compensation Table.
First Midwest Bancorp, Inc. Short-Term Incentive Plan
The First Midwest Bancorp, Inc. Short-Term Incentive Plan (the "Incentive
Plan"), established in 1989, is an integral element of the compensation mix
because the Incentive Plan specifically aligns the short-term performance goals
of the Company and its subsidiaries with the goals of the individual employees
responsible for achieving such goals. Approximately 375 employees were
designated Incentive Plan participants during 1998. Such employees are placed
into one of eight participant categories based upon salary grade. Target awards
are expressed as a percentage of base salary and range from 5% to 25%, depending
upon participant category. (The 1998 target award for Robert P. O'Meara and John
M. O'Meara was 25% each, while the target award for Donald J. Swistowicz was
20%.) Based upon the level of attainment of predetermined annual corporate
performance goals as well as predetermined individual performance goals, an
award ranging between 0% to 150% of the target can be earned. Based upon the
foregoing criteria, Robert P. O'Meara, John M. O'Meara and Donald J. Swistowicz
earned the Incentive Plan cash bonus awards for 1998 as disclosed in the Summary
Compensation Table.
First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan
The First Midwest Bancorp, Inc. 1989 Omnibus Stock and Incentive Plan (the
"Omnibus Plan") allows the granting of both incentive and nonstatutory stock
options, stock appreciation rights, restricted stock, performance units and
performance shares. To date, only nonstatutory stock options have been awarded.
The Omnibus Plan is administered by the Committee, and participants in the
Omnibus Plan are selected from those employees who are in a position to
contribute materially to the Company's long-term growth, development and
financial success. Approximately 83 employees were Omnibus Plan participants
during 1998. The exercise price of each stock option reflects the fair market
value of a share of the Company's Common Stock on the date of grant. By
featuring a long-term vesting schedule, the Committee seeks to motivate Omnibus
Plan participants to enhance the long-term performance of First Midwest
11
<PAGE>
The number of options awarded a participant is determined by taking a
Committee-established percentage of that participant's base salary and dividing
that amount by the fair market value of a share of the Company's Common Stock on
the date of grant. (The percentage of base salary utilized in 1998 for Robert P.
O'Meara and John M. O'Meara was 105% while that for Donald J. Swistowicz was
90%.) Such number of options, however, may be reduced through application of a
multiplier of 0% or 50% to reflect the Committee's assessment of a participant's
individual performance. Based upon the foregoing criteria, Robert P. O'Meara,
John M. O'Meara and Donald J. Swistowicz earned the Omnibus Plan stock option
awards as disclosed in the Summary Compensation Table.
Chief Executive Officer Compensation
Each element of Robert P. O'Meara's compensation is determined on the same
basis, as previously described in this report, as the compensation of the other
two named executives. Accordingly, his base salary was fixed for 1998 as
disclosed in the Summary Compensation Table; his Incentive Plan cash bonus award
for 1998 reflected the Company's substantial attainment of the predetermined
annual performance goals previously described; and his 1998 stock option award
under the Omnibus Plan reflected utilization of the Committee-established
percentage of his base salary with no reduction based upon his performance.
Deductibility of Executive Compensation
The Committee does not believe that the limitations on the deductibility of
executive compensation imposed by Section 162(m) of the Code will affect the
deductibility of compensation expected to be paid under the Company's existing
plans and programs during 1999. The Committee will continue to evaluate any
impact which Section 162(m) may have and take such actions as it deems
appropriate.
Responsibility for Report on Executive Compensation
This Compensation Committee Report on Executive Compensation was prepared
by the Committee, whose members during 1998 were: O. Ralph Edwards, Chairman and
J. Stephen Vanderwoude.
The Committee's Report on Executive Compensation and the following Stock
Performance Graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act or under the Exchange Act, except to the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed "filed" under such Acts.
Compensation Committee Interlocks and Insider Participation
During 1998, none of the members of the Compensation Committee served, or
formerly served, as an officer or employee of the Company or any of its
subsidiaries. Furthermore, none of the executive officers of the Company served
as a Director or member of the Compensation Committee of any other entity.
Stock Performance Graph
The graph below that follows, over a five-year period, the cumulative total
return (defined as stock price appreciation and dividends) to Shareholders for
the Company's Common Stock against a broad-market total return equity index and
a commonly-published industry total return equity index. The broad-market total
return equity index utilized in this comparison is the Standard & Poor's 500
Stock Index (the "S&P 500") which is a composite index of the equity performance
of 500 representative companies within those industry groups deemed significant
by Standard & Poor's. The Company selected a different commonly-published
industry total return equity index for the current fiscal year and, therefore,
has set forth in the performance graph below both the former and new
12
<PAGE>
industry indices. The Company changed the commonly-published industry total
return equity index to the Standard & Poor's Supercap Regional Banks Index (the
"S&P Supercap Regional Banks) which compares more closely to the Company's size
and market capitalization than that of the Keefe, Bruyette & Woods, Inc. 50
Total Return Index (the "KBW 50 TR") which was previously used. The S&P Supercap
Region Banks is a composite index of the equity performance of 37 banking
companies located throughout the United States which range in asset size from
$1.5 billion to $35 billion and are of a median asset size of $7 billion. The
KBW 50 TR is a composite index of the equity performance of 50 banking companies
located throughout the United States which range in asset size from $10.1
billion to $617.6 billion and are of a median asset size of $34.4 billion.
Comparison of Five Year Cumulative Total Return Among
the Company, the S&P 500, the S&P Supercap Regional Banks,
and the KBW 50 TR(1)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1993 1994 1995 1996 1997 1998
First Midwest 100 98 121 175 241 214
S&P 500 100 101 139 171 229 294
S&P Supercap Regional Banks 100 95 124 150 189 186
KBW 50 TR 100 95 152 215 314 340
</TABLE>
(1) Assumes $100 invested on December 31, 1993 in the Company's Common Stock,
the S & P 500, the S&P Supercap Region Banks, and the KBW 50 TR and the
reinvestment of all related dividends.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT
The following table sets forth, as of the Annual Meeting record date,
certain information as to (i) those persons who were known by management of the
Company to be beneficial owners of more than 5% of the outstanding shares of
Common Stock and (ii) the shares of Common Stock beneficially owned by each
Director, Director Nominee and each Executive Officer named in the Summary
Compensation Table and by all Directors, Director Nominees and Executive
Officers as a group:
<TABLE>
<CAPTION>
Percent
5% Owner Number of Shares/(1)(2)/ of Class
- ---------------------------- ---------------------------- ------------
<S> <C> <C>
Geraldine C. Cowlin 2,115,678 7.3%
41 North Virginia Street
Crystal Lake, Illinois 60014
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Number of Vested,
Unexercised Stock
Percent Options Included in
Beneficial Owner Number of Shares/(1)(2)/ of Class Shares Listed to Left
- ------------------------ ------------------------- -------- ---------------------
<S> <C> <C> <C>
Vernon A. Brunner 3,277 * 1,305
Bruce S. Chelberg 15,955 * 1,305
William J. Cowlin/(3)/ 9,994 * 1,305
O. Ralph Edwards 5,665 * 1,305
Joseph W. England 6,823 * 1,305
Brother James Gaffney 53 * 0
Thomas M. Garvin 8,404 * 1,305
John M. O'Meara/(4)/ 446,838 1.5% 61,715
Robert P. O'Meara 403,344 1.4% 76,725
Jack Payan 12,044 * 0
John L. Sterling 103,930 * 0
J. Stephen Vanderwoude 4,866 * 1,305
Richard T. Wojcik 351,998 1.2% 0
Donald J. Swistowicz 91,052 * 15,077
</TABLE>
As a group (fourteen persons), all Directors, Director Nominees and
Executive Officers beneficially own 1,464,243 shares (5.0%) of Common Stock.
- ----------------------
* Not greater than 1%.
(1) The number of shares stated are based on information furnished by the
persons listed and include shares personally owned of record by each person
and shares which under applicable regulations are deemed to be otherwise
beneficially owned by each person including shares allocated to directors
and executive officers under the Profit Sharing Plan, Nonqualified
Retirement Plan and Nonqualified Stock Option Gain Deferral Plan. Under
these regulations, a beneficial owner of a security includes any person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares voting power or
investment power with respect to the security. Voting power includes the
power to vote or to direct the voting of the security. Investment power
includes the power to dispose or to direct the disposition of the security.
A person will also be considered the beneficial owner of a security if the
person has a right to acquire beneficial ownership of the security within
sixty days.
(2) The Profit Sharing Plan owns, 1,471,249 (or 5.1%) shares of Common Stock.
Pursuant to the Profit Sharing Plan, participants exercise voting rights
with respect to the portion of the shares of Common Stock allocated to
their accounts, and also direct the Trustee with respect to the investment
of their accounts among the investment funds maintained under the Profit
Sharing Plan. Accordingly, only those shares of Common Stock attributable
to the Profit Sharing Plan account of the persons and groups listed are
included in the above table.
(3) The above amount does not include the 2,115,678 shares (7.3%) held by
Geraldine C. Cowlin, the spouse of William J. Cowlin.
(4) The amount shown for John M. O'Meara includes 82,134 shares of First
Midwest Common Stock which are owned by trusts over which Mr. O'Meara
exercises voting and investment rights. Beneficial ownership of such shares
is disclaimed by Mr. O'Meara.
14
<PAGE>
Right of First Refusal Agreements
On June 22, 1994, the Company entered into Right of First Refusal
Agreements with certain of its Shareholders who directly own approximately 12%
of the outstanding Common Stock of the Company. The Agreements provide that if a
Shareholder dies and the Shareholder's representative desires to sell any of the
Shareholder's shares of the Company's Common Stock, the representative must
first offer such shares to the Company. The Agreements impose no obligation on
the Company to purchase any such shares. If the Company elects to purchase such
shares, the price to be paid would be equal to the fair market value of such
shares as determined by reference to transactions reported for the Company's
Common Stock on the Nasdaq Stock Market. Current directors who are parties to,
or are affected by, these Agreements are: John M. O'Meara, and Robert P.
O'Meara. Former directors Andrew B. Barber, Robert E. Joyce and C.D.
Oberwortmann, are also parties to such Agreements.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 of the Exchange Act requires directors, certain officers and
certain other owners to periodically file notices of changes in beneficial
ownership of Common Stock with the Commission. To the best of the Company's
knowledge, during 1998 all required filings were timely submitted, except as
follows. During 1998 one filing related to a single transaction was not timely
submitted due to an administrative oversight by each: Director John M. O'Meara
and Director Jack Payan. The proper filings were subsequently made.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company, through certain of its subsidiaries, has made loans and had
transactions with certain of its executive officers and directors. However, all
such loans and transactions were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and did
not involve more than the normal risk of collectibility or present other
unfavorable features.
INDEPENDENT AUDITORS
For 1998, the Board of Directors retained Ernst & Young LLP as the
Company's independent auditors. A representative of Ernst & Young LLP will be
present at the Annual Meeting, will have an opportunity to make a statement, if
desired, and will be available to respond to appropriate questions. The Audit
Committee currently intends to recommend the selection of independent auditors
for 1999 at the May 1999 Board of Directors Meeting.
OTHER BUSINESS
So far as is presently known, there is no business to be transacted at the
Annual Meeting other than that referred to in the Notice of Annual Meeting of
Shareholders and it is not anticipated that other matters will be brought before
the Annual Meeting. If, however, other matters should be brought before the
Annual Meeting, proxy holders would vote or act in accordance with their
judgment on such matters.
15
<PAGE>
SHAREHOLDER PROPOSALS
Shareholders desiring to submit proposals to be considered for inclusion in
the Company's proxy statement and form of proxy for the 2000 Annual Meeting must
submit their proposals to the Corporate Secretary, at the Company's executive
offices in Itasca, Illinois, for receipt by no later than November 12, 1999.
Inclusion of any such proposals will be subject to the requirements of Rule 14a-
8 adopted under the Securities Exchange Act of 1934 and to the provisions of the
Company's Restated Certificate of Incorporation.
NOTICE OF BUSINESS TO BE CONDUCTED AT MEETING
Under the Restated Certificate of Incorporation of the Company, certain
procedures are provided which a shareholder must follow to properly nominate
persons for election as Directors or bring an item of business before a meeting
of shareholders. These procedures provide that a shareholder must give advance
notice for a nomination for Director or item of business to be introduced at a
meeting of shareholders. For the 2000 Annual Meeting, a shareholder must give
written advance notice to the Secretary of the Company between October 15, 1999
and December 14, 1999; provided, however, that in the event the Company publicly
announces or discloses less than 130 days prior to the meeting that the date of
the 200 Annual Meeting is to be held on a date other than April 12, 2000, notice
by the shareholder will be timely if it is received no later than the tenth
(10/th/) day following the date of such announcement or disclosure. The advance
notice by a shareholder must include the shareholder's name and address, as they
appear on the Company's record of shareholders, a brief description of the
proposed business, the reason for conducting such business at the annual
meeting, the class and number of all shares of the Company's capital stock that
are beneficially owned by such shareholder and any material interest of such
shareholder in the proposed business. In the case of nominations to the Board of
Directors, certain information regarding the nominee must be provided. These
requirements apply to any matter that a shareholder wishes to raise at an annual
meeting, including those matters raised other than pursuant to the procedures of
Rule 14a-8 under the Securities Exchange Act of 1934, as amended. Nothing in
this paragraph shall be deemed to require the Company to include in its proxy
statement or the proxy relating to any annual meeting any shareholder proposal
which does not meet all of the requirement for inclusion established by the
United States Securities and Exchange Commission in effect at the time such
proposal is received.
By Order of the Board of Directors:
/s/ JAMES M. ROOLF
------------------
James M. Roolf, Senior Vice President,
Corporate Secretary
16
<PAGE>
PROXY
FIRST MIDWEST BANCORP, INC.
Proxy Solicited on Behalf of the Board of Directors
Annual Meeting of Shareholders to be Held April 14, 1999
I, the undersigned stockholder of First Midwest Bancorp, Inc. (the "Company"),
hereby appoint Donald J. Swistowicz, James M. Roolf and Barbara E. Briick, or
any of them, the true and lawful attorney of the undersigned, with full power of
substitution, to appear and act as proxies of the undersigned, and to vote, as
designated below, all the shares of Common Stock of the Company held of record
by the undersigned on March 1, 1999 at the Annual Meeting of Shareholders of the
Company to be held on April 14, 1999 or any adjournment(s) or postponement(s)
thereof as fully as the undersigned might or could do if personally present.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS LISTED BELOW
(Continued and to be signed on the reverse side.)
Please mark, sign and date this proxy card and return it promptly using the
enclosed envelope.
1. ELECTION OF DIRECTORS: Vernon A. Brunner, O. Ralph Edwards, Thomas M.
Garvin and John M. O'Meara.
FOR WITHHELD FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):
[_] [_] [_]
2. In their discretion on any other item of business as may properly come
before the Annual Meeting of Shareholders or any adjournment(s) or
postponement(s) thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR the election of all Nominees for Director, and as to any other item of
business as may properly come before the Annual Meeting of Shareholders or any
adjournment(s) or postponement(s) thereof, it will be voted in the discretion of
the named Proxies.
SIGNATURE(S) & DATE
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
<PAGE>
DIRECTION CARD (Profit Sharing Plan)
FIRST MIDWEST BANCORP, INC.
First Midwest Bancorp Savings and Profit Sharing Plan and Trust
Direction for Voting Shares of the Company Held in the Trust
Annual Meeting of Shareholders to be Held April 14, 1999
I hereby direct the Trustee, First Midwest Trust Company, N.A. or any successor
Trustee, to vote, as designated below, all the shares of Common Stock of First
Midwest Bancorp, Inc. (the "Company") subject to voting direction by the
undersigned at the Annual Meeting of Shareholders of the Company to be held on
April 14, 1999 or any adjournment(s) or postponement(s) thereof.
(Continued and to be signed on the reverse side.)
Please mark, sign and date this Direction Card and return it promptly using the
enclosed envelope.
1. ELECTION OF DIRECTORS: Vernon A. Brunner, O. Ralph Edwards, Thomas M.
Garvin and John M. O'Meara.
FOR WITHHELD FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):
[_] [_] [_]
2. In their discretion on any other item of business as may properly come
before the Annual Meeting of Shareholders or any adjournment(s) or
postponement(s) thereof.
These directions are requested by the Trustee with regard to the voting of a
proxy solicited by the Company's Board of Directors from the Trustee as the
record owner of shares held pursuant to the First Midwest Bancorp Savings and
Profit Sharing Plan and Trust. If no instruction is made on this Direction Card,
the shares represented hereby will be voted FOR the election of all Nominees for
Director, and as to any other item of business as may properly come before the
Annual Meeting of Shareholders or any adjournment(s) or postponement(s) thereof,
it will be voted in the discretion of the Trustee.
SIGNATURE & DATE
NOTE: Please sign exactly as name appears hereon.
18
<PAGE>
DIRECTION CARD (Nonqualified Retirement Plans)
FIRST MIDWEST BANCORP, INC.
First Midwest Bancorp Nonqualified Retirement Plan and Nonqualified Stock Option
Gain Deferral Plan
Direction for Voting Shares of the Company Held in the Trust
Annual Meeting of Shareholders to be Held April 14, 1999
I hereby direct the Trustee, Harris Bank, Barrington or any successor Trustee,
to vote, as designated below, all the shares of Common Stock of First Midwest
Bancorp, Inc. (the "Company") subject to voting direction by the undersigned at
the Annual Meeting of Shareholders of the Company to be held on April 14, 1999
or any adjournment(s) or postponement(s) thereof.
(Continued and to be signed on the reverse side.)
Please mark, sign and date this Direction Card and return it promptly using the
enclosed envelope.
1. ELECTION OF DIRECTORS: Vernon A. Brunner, O. Ralph Edwards, Thomas M.
Garvin and John M. O'Meara.
FOR WITHHELD FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):
[_] [_] [_]
2. In their discretion on any other item of business as may properly come
before the Annual Meeting of Shareholders or any adjournment(s) or
postponement(s) thereof.
These directions are requested by the Trustee with regard to the voting of a
proxy solicited by the Company's Board of Directors from the Trustee as the
record owner of shares held pursuant to the First Midwest Bancorp Nonqualified
Retirement Plan and Nonqualified Stock Option Gain Deferral Plan. If no
instruction is made on this Direction Card, the shares represented hereby will
be voted FOR the election of all Nominees for Director, and as to any other item
of business as may properly come before the Annual Meeting of Shareholders or
any adjournment(s) or postponement(s) thereof, it will be voted in the
discretion of the Trustee.
SIGNATURE & DATE
NOTE: Please sign exactly as name appears hereon.
