FIRST MIDWEST BANCORP INC
8-K, 1999-02-19
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) February 18, 1999


                          First Midwest Bancorp, Inc.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


          Delaware                     0-10967                   36-3161078
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission                (IRS Employer
     of incorporation)               File Number)            Identification No.)


 300 Park Boulevard, Suite 405, Itasca, Illinois                    60143
- --------------------------------------------------------------------------------
    (Address of principal executive offices)                     (Zip Code)


                                (630) 875-7450
- --------------------------------------------------------------------------------
              Registrant's telephone number, including area code

                                     N.A.
- --------------------------------------------------------------------------------
            (Former name and address, if changed since last report)
<PAGE>
 
                          FIRST MIDWEST BANCORP, INC.

                                   FORM 8-K

                               February 18, 1999

Item 5. Other Events
- --------------------

First Midwest Bancorp, Inc. today announced its intention to repurchase up to 2
million shares or approximately 7% of its common stock outstanding.

The repurchases are anticipated to be effected in the open market, through block
purchases, in privately negotiated transactions or through other appropriate
means.

Item 7. Financial Statements and Exhibits
- -----------------------------------------

     (a) and (b) not applicable

     (c) Exhibit Index:
      
          99      Press Release issued by First Midwest Bancorp, Inc. dated
                  February 18, 1999.


                                        2
<PAGE>
 
                          FIRST MIDWEST BANCORP, INC.

                                   FORM 8-K

                               February 18, 1999


The following Items are not applicable for this Form 8-K:

    Item 1. Changes in Control of Registrant

    Item 2. Acquisition or Disposition of Assets

    Item 3. Bankruptcy or Receivership

    Item 4. Changes in Registrant's Certifying Accountant

    Item 6. Resignations of Registrant's Directors

    Item 8. Change in Fiscal Year

    Item 9. Sales of Equity Securities Pursuant to Regulation S

                            
                               3   
<PAGE>
                          FIRST MIDWEST BANCORP, INC.

                                   FORM 8-K

                               February 18, 1999

                                  SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        First Midwest Bancorp, Inc.
                                       -----------------------------
                                               (Registrant)


Date: February 18, 1999                    DONALD J. SWISTOWICZ
                                       -----------------------------
                                           Donald J. Swistowicz
                                         Executive Vice President

                                       4

<PAGE>
 
                                                                      EXHIBIT 99

                                                                                


                                                        CONTACT:  James M. Roolf
FOR IMMEDIATE RELEASE                                             (630) 875-7452
                                                        TRADED:   Nasdaq
                                                        SYMBOL:   FMBI



                        FIRST MIDWEST BANCORP ANNOUNCES

                  STOCK REPURCHASE OF UP TO 2 MILLION SHARES


ITASCA, IL., FEBRUARY 18, 1999--First Midwest Bancorp, Inc. (Nasdaq: FMBI)
announced today that its Board of Directors has approved a stock repurchase
program pursuant to which the Company is authorized to purchase up to 2 million
shares or approximately 7% of its outstanding common stock.

Under the program, which is effective immediately, the Company will purchase
from time to time in the open market, through block purchases, in privately
negotiated transactions or through appropriate means.

With assets of $5.2 billion, First Midwest is the largest independent and ninth
overall largest banking company in the highly attractive suburban Chicago
banking market. As the premier independent suburban Chicago banking company,
First Midwest provides commercial banking, trust, investment management,
mortgage and related financial services to a broad array of customers located in
more than 40 communities of northern Illinois.


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