|
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) April 19, 2000
|
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) |
| FIRST MIDWEST BANCORP, INC. |
| FORM 8-K |
| April 19, 2000 |
Item 5. Other Events
First
Midwest Bancorp, Inc. (the "Company") announced on April 24, 2000 that at its Annual Meeting of
Shareholders held on April 19, 2000 Bruce S. Chelberg, William J. Cowlin, Joseph W. England, Brother James
Gaffney, F.S.C., and Robert P. O'Meara were elected as Directors to serve until the year 2003. In a separate
action, the Company's Restated Non-Employee Directors' 1997 Stock Option Plan was approved. Number
of shares voted for each matter are presented in the table below:
|
Number of Shares Voted (1) |
|
For |
Abstain |
Against |
|
|
|
|
| 1.) Considering a proposal to approve and |
|
|
|
| adopt the Company's Restated Non- |
|
|
|
| Employee Directors' 1997 Stock |
|
|
|
| Option Plan (2). . . . . . . . . . . . . . . . . . . |
29,966,791(3) |
623,451 |
2,543,562 |
| 2.) Election of five directors:(4) |
|
|
|
| Bruce S. Chelberg . . . . . . . . . . . . . . . |
32,452,416 |
681,288 |
N/A |
| William J. Cowlin . . . . . . . . . . . . . . . |
32,443,267 |
690,437 |
N/A |
| Joseph W. England . . . . . . . . . . . . . . |
32,506,486 |
627,218 |
N/A |
| Brother James Gaffney, FSC . . . . . . . . |
32,434,085 |
699,619 |
N/A |
| Robert P. O'Meara . . . . . . . . . . . . . . |
32,092,146 |
1,041,588 |
N/A |
|
|
|
|
NOTES
(1) Represents 80.5% of shares outstanding. |
| (2) The proposal to approve and adopt the Company's Restated Non-Employee Directors' 1997
Stock Option Plan is
fully described in the Company's Proxy Statement filed with the Securities and Exchange Commission on March
8, 2000. |
| (3) Represents 90.4% of shares voted. |
| (4) Each of the five directors received votes in favor of at least 96% of the shares voted.
|
| FIRST MIDWEST BANCORP, INC. |
| FORM 8-K |
| April 19, 2000 |
Item 7. Financial Statements and Exhibits
| (a) and (b) not applicable |
10 First Midwest Bancorp, Inc Restated Non-Employee Directors' 1997 Stock Option Plan |
| 99 Press Release issued by First Midwest Bancorp, Inc. dated April 24, 2000. |
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 |
| FIRST MIDWEST BANCORP, INC. |
| FORM 8-K |
| April 19, 2000 |
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: April 25, 2000 |
/s/ DONALD J. SWISTOWICZ |
|
Donald J. Swistowicz |
|
Executive Vice President |
