As filed with the Securities and Exchange Commission on February 28, 1997
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST MIDWEST FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 42-1406262
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Fifth at Erie
Storm Lake, Iowa 50588
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(Address of principal executive offices) (Zip Code)
FIRST MIDWEST FINANCIAL, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Jeffrey M. Werthan, P.C.
Michael S. Sadow, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7th Floor, East Tower
1100 New York Ave., NW
Washington, DC 20005
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(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate Amount of
be registered registered(1) per share offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 268,203 shares $ (2) $4,430,305(2) $1,343(2)
==========================================================================================================
</TABLE>
<PAGE>
(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set forth
above, an indeterminate number of shares which by reason of certain events
specified in the Plan, may become subject to the Plan.
(2)Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 268,203 shares being registered
hereby, (i) 33,990 shares are subject to options with an exercise price of
$15.75 per share ($535,342.50 in the aggregate), and (ii) the remaining
234,213 shares which have not been awarded to date and are being registered
based upon the average of the high and low sales price of the Common Stock on
The Nasdaq Stock Market of $16.63 per share on February 24, 1997 ($3,894,962
in the aggregate).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the First Midwest Financial, Inc. 1995
Stock Option and Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by First Midwest Financial, Inc. (the
"Company") with the Commission are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1996 (File No. 0-22140) filed pursuant to Rule 13(a)-1 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to above;
(c) The description of the common stock, par value $.01 per share, of the
Company contained in the Company's Registration Statement on Form 8-A
(File No. 0-22140) filed with the Commission on July 23, 1993 and all
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to
Investor Relations Department, First Midwest Financial, Inc., Fifth at Erie,
Storm Lake, Iowa 50588, telephone number (712) 732-4117.
All information appearing in this Registration Statement and the Prospectus is
qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
<PAGE>
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article ELEVENTH of the Company's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant against
any and all liabilities, judgments, fines and reasonable settlements, costs,
expenses and attorneys' fees incurred in any actual, threatened or potential
proceeding, except to the extent that such indemnification is limited by
Delaware law and such law cannot be varied by contract or bylaw. Article
ELEVENTH also provides for the authority to purchase insurance with respect
thereto.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation's board of directors to grant indemnity under
certain circumstances to directors and officers, when made, or threatened to be
made, parties to certain proceedings by reason of such status with the
corporation, against judgments, fines, settlements and expenses, including
attorneys' fees. In addition, under certain circumstances such persons may be
indemnified against expenses actually and reasonably incurred in defense of a
proceeding by or on behalf of the corporation. Similarly, the corporation, under
certain circumstances, is authorized to indemnify directors and officers of
other corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is permissible because the
person being indemnified has met the requisite standard of conduct. Such
determination may be made (i) by a majority vote of the Directors of the Company
who are not parties to such action, suit or proceeding, even though such
directors constitute less than a quorum, or (ii) if there are no such directors,
or if such directors so direct, by independent legal counsel in a written
opinion, or (iii) by the stockholders.
<PAGE>
Section 145 also permits expenses incurred by directors and
officers in defending a proceeding to be paid by the corporation in advance of
the final disposition of such proceedings upon the receipt of an undertaking by
the director or officer to repay such amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation against such expenses.
Under a directors' and officers' liability insurance policy,
directors and officers of the Company are insured against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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<CAPTION>
Reference to Prior
Regulation S-K Filing or Exhibit
Exhibit Number Document Number Attached Hereto
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4 Instruments Defining the Rights of Security
Holders, Including Indentures:
(1) Certificate of Incorporation of First
Midwest Financial, Inc. *
(2) Bylaws of First Midwest Financial, Inc. *
(3) First Midwest Financial, Inc. 1995 Stock
Option and Incentive Plan Attached as Exhibit 4
(4) Specimen form of common stock
certificate of First Midwest
Financial, Inc. *
5 Opinion of Silver, Freedman & Taff, L.L.P. Attached as Exhibit 5
15 Letter re unaudited interim financial
information Not Applicable
23 Consent of Experts and Counsel:
(1) Consent of Silver, Freedman
& Taff, L.L.P. Attached as Exhibit 23.1
(2) Consent of certified public accountants Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 33-64654) filed with the Commission on June 17, 1993 pursuant to
Section 5 of the Securities Act of 1933 and all amendments thereto or reports
filed for the purpose of updating such description. All of such previously
filed documents are hereby incorporated herein by reference in accordance
with Item 601 of Regulation S-K.
</TABLE>
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised 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. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Storm Lake, State of Iowa, on February 28, 1997.
FIRST MIDWEST FINANCIAL, INC.
By /s/ James S. Haahr
---------------------
James S. Haahr, Chairman of the Board,
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James S. Haahr and/or Donald J. Winchell,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or their substitutes or substitute may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
/s/ James S. Haahr /s/ Jeanne Partlow
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James S. Haahr, Chairman of the Board, Jeanne Partlow, Director
President and Chief Executive Officer
(Duly Authorized Representative)
Date: February 28, 1997 Date: February 28, 1997
<PAGE>
/s/ E. Wayne Cooley /s/ E. Thurman Gaskill
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E. Wayne Cooley, Director E. Thurman Gaskill, Director
Date: February 28, 1997 Date: February 28, 1997
/s/ Rodney G. Muilenburg /s/ J. Tyler Haahr
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Rodney G. Muilenburg, Director J. Tyler Haahr, Director
Date: February 28, 1997 Date: February 28, 1997
/s/ Donald J. Winchell
- ----------------------
Donald J. Winchell, Vice President and
Chief Financial Officer (Principal Financial
and Accounting Officer)
Date: February 28, 1997
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
-------------------
FIRST MIDWEST FINANCIAL, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Regulation S-K Reference to Exhibit
Exhibit Number Document Number Attached Hereto
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<S> <C> <C>
4 First Midwest Financial, Inc. 1995 Stock Option 4
and Incentive Plan
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23.1 Consent of Silver, Freedman & Taff, L.L.P. 23.1
23.2 Consent of certified public accountants 23.2
24 Power of Attorney Contained on Signature Page
</TABLE>
EXHIBIT 4
<PAGE>
FIRST MIDWEST FINANCIAL, INC.
1995 Stock Option and Incentive Plan
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining officers and employees of the Corporation and its
Affiliates. The Plan is intended to be an incentive stock option plan within the
meaning of Section 422 of the Code but not all Options granted hereunder are
required to be Incentive Stock Options.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary
corporation" of the Corporation as such terms are defined in Section 425(e) and
(f), respectively, of the Code.
"Award" -- means the grant by the Committee of an Incentive
Stock Option, a Non-Qualified Stock Option, a Stock Appreciation Right, a
Limited Stock Appreciation Right, or of Restricted Stock, or any combination
thereof, as provided in the Plan.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3
hereof.
"Continuous Service" -- shall mean the absence of any
interruption or termination of service as an officer or employee of the
Corporation or an Affiliate, except that when used with respect to persons
granted an Incentive Stock Option means the absence of any interruption or
termination of service as an employee of the Corporation or an Affiliate.
Service shall not be considered interrupted in the case of sick leave, military
leave or any other leave of absence approved by the Corporation or in the case
of transfers between payroll locations of the Corporation or between the
Corporation, its parent, its subsidiaries or its successor.
"Corporation" -- means First Midwest Financial, Inc., a
Delaware corporation and any successor thereto.
"Early Retirement" -- means retirement from employment with the
Corporation prior to the Participant having reached the age of 65; provided the
Participant has maintained Continuous Service for at least three years.
"Employee" -- means any person, including an officer, who is
employed by the Corporation or any Affiliate.
"ERISA" -- means the Employee Retirement Income Security Act of
1974, as amended.
"Exercise Price" -- means (i) in the case of an Option, the
price per Share at which the Shares subject to such Option may be purchased upon
exercise of such Option and (ii) in the case of a Right, the price per Share
(other than the Market Value per Share on the date of exercise and the Offer
Price per Share as defined in Section 10 hereof) which, upon grant, the
Committee determines shall be utilized in calculating the aggregate value which
a Participant shall be entitled to receive pursuant to Sections 9, 10 or 13
hereof upon exercise of such Right.
<PAGE>
"Incentive Stock Option" -- means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to qualify
under Section 422 of the Code.
"Limited Stock Appreciation Right" -- means a stock
appreciation right with respect to Shares granted by the Committee pursuant to
Sections 6 and 10 hereof.
"Market Value" -- means the average of the high and low quoted
sales price on the date in question (or, if there is no reported sale on such
date, on the last preceding date on which any reported sale occurred) of a Share
on the Composite Tape for the New York Stock Exchange-Listed Stocks, or, if on
such date the Shares are not quoted on the Composite Tape, on the New York Stock
Exchange, or if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 (the "Exchange Act") on which the Shares are
listed or admitted to trading, or, if the Shares are not listed or admitted to
trading on any such exchange, the mean between the closing high bid and low
asked quotations with respect to a Share on such date on the Nasdaq Stock
Market, or any similar system then in use, or, if no such quotations are
available, the fair market value on such date of a Share as the Committee shall
determine.
"Non-Qualified Stock Option" -- means an option to purchase
Shares granted by the Committee pursuant to Section 6 hereof, which option is
not intended to, or does not, qualify under Section 422(b) of the Code.
"Normal Retirement" -- means retirement from employment with
the Corporation after the Participant has (i) reached the age of 65 and (ii)
maintained Continuous Service for at least three years.
"Option" -- means an Incentive Stock Option, a Non-Qualified
Stock Option or a Reload Option.
"Participant" -- means any officer or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award.
"Plan" -- means the 1995 Stock Option and Incentive Plan of the
Corporation.
"Related" -- means (i) in the case of a Right, a Right which is
granted in connection with, and to the extent exercisable, in whole or in part,
in lieu of, an Option or another Right and (ii) in the case of an Option, an
Option with respect to which and to the extent a Right is exercisable, in whole
or in part, in lieu thereof has been granted.
"Reload Option" -- means an Option to purchase Shares that is
granted pursuant to Section 7(h) hereof.
"Restricted Period" -- means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect under
Section 11 hereof with respect to Restricted Stock awarded under the Plan.
"Restricted Stock" -- means Shares which have been contingently
awarded to a Participant by the Committee subject to the restrictions referred
to in Section 11 hereof, so long as such restrictions are in effect.
<PAGE>
"Right" -- means a Limited Stock Appreciation Right or a Stock
Appreciation Right.
"Shares" -- means the shares of common stock of the
Corporation.
"Stock Appreciation Right" -- means a stock appreciation right
with respect to Shares granted by the Committee pursuant to Sections 6 and 9
hereof.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members of the Board of Directors of the Corporation,
each of whom (i) shall be an outside director as defined under Section 162(m) of
the Code and the regulations thereunder and (ii) would not by reason of their
service on such Committee cause any Award to fail to be exempt under Rule 16(b)
of the Exchange Act or any similar or successor provision. The members of the
Committee shall be appointed by the Board of Directors of the Corporation.
Except as limited by the express provisions of the Plan, the Committee shall
have sole and complete authority and discretion to (i) select Participants and
grant Awards; (ii) determine the number of Shares to be subject to types of
Awards generally, as well as to individual Awards granted under the Plan; (iii)
determine the terms and conditions upon which Awards shall be granted under the
Plan; (iv) prescribe the form and terms of instruments evidencing such grants;
and (v) establish from time to time regulations for the administration of the
Plan, interpret the Plan, and make all determinations deemed necessary or
advisable for the administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee without a
meeting, shall be acts of the Committee.
4. Participation. The Committee may select from time to time
Participants in the Plan from those officers and employees of the Corporation or
its Affiliates who, in the opinion of the Committee, have the capacity for
contributing to the successful performance of the Corporation or its Affiliates.
5. Shares Subject to Plan. Subject to adjustment by the operation of
Section 12 hereof, the maximum number of shares with respect to which Awards may
be made under the Plan is 178,802 shares. Notwithstanding the foregoing, no
individual shall be granted awards in any calendar year with respect to more
than 25% of the total shares subject to the Plan. The Shares with respect to
which Awards may be made under the Plan may be either authorized and unissued
shares or previously issued shares reacquired and held as treasury shares.
Shares which are subject to Related Rights and Related Options shall be counted
only once in determining whether the maximum number of Shares with respect to
which Awards may be granted under the Plan has been exceeded. An Award shall not
be considered to have been made under the Plan with respect to any Option or
Right which terminates or with respect to Restricted Stock which is forfeited,
and new Awards may be granted under the Plan with respect to the number of
Shares as to which such termination or forfeiture has occurred.
6. General Terms and Conditions of Options and Rights. The Committee
shall have full and complete authority and discretion, except as expressly
limited by the Plan, to grant Options and/or Rights and to provide the terms and
conditions (which need not be identical among Participants) thereof. In
particular, the Committee shall prescribe the following terms and conditions:
(i) the Exercise Price of any Option or Right, which shall not be less than the
Market Value per Share at the date of grant of such Option or Right, (ii) the
<PAGE>
number of Shares subject to, and the expiration date of, any Option or Right,
which expiration date shall not exceed ten years from the date of grant, (iii)
the manner, time and rate (cumulative or otherwise) of exercise of such Option
or Right, and (iv) the restrictions, if any, to be placed upon such Option or
Right or upon Shares which may be issued upon exercise of such Option or Right.
The Committee may, as a condition of granting any Option or Right, require that
a Participant agree not to thereafter exercise one or more Options or Rights
previously granted to such Participant.
7. Exercise of Options or Rights.
(a) An Option or Right granted under the Plan shall be exercisable
during the lifetime of the Participant to whom such Option or Right was granted
only by such Participant, and except as provided in paragraphs (c), (d), (e) (f)
and (h) of this Section 7, no such Option or Right may be exercised unless at
the time such Participant exercises such Option or Right, such Participant has
maintained Continuous Service since the date of grant of such Option or Right.
Cash settlements of Rights may be made only in accordance with any applicable
restrictions pursuant to Rule 16b-3(e) under the Exchange Act or any similar or
successor provision.
(b) To exercise an Option or Right under the Plan, the Participant
to whom such Option or Right was granted shall give written notice to the
Corporation in form satisfactory to the Committee (and, if partial exercises
have been permitted by the Committee, by specifying the number of Shares with
respect to which such Participant elects to exercise such Option or Right)
together with full payment of the Exercise Price, if any and to the extent
required. The date of exercise shall be the date on which such notice is
received by the Corporation. Payment, if any is required, shall be made either
(i) in cash (including check, bank draft or money order) or (ii) in the case of
an Option with respect to which Reload Options are authorized pursuant to
Section 7(h) hereof (or, in the case of any other Option, if permitted by the
Committee), by delivering (A) Shares already owned by the Participant and having
a fair market value equal to the applicable exercise price, such fair market
value to be determined in such appropriate manner as may be provided by the
Committee or as may be required in order to comply with or to conform to
requirements of any applicable laws or regulations, or (B) a combination of cash
and such Shares.
(c) If a Participant to whom an Option or Right was granted shall
cease to maintain Continuous Service for any reason (including Early Retirement,
but excluding Normal Retirement, disability (within the meaning of Section
22(e)-3 of the Code), death and termination of employment by the Corporation or
any Affiliate for cause), such Participant may, but only within the period of
three months immediately succeeding such cessation of Continuous Service and in
no event after the expiration date of such Option or Right, exercise such Option
or Right to the extent that such Participant was entitled to exercise such
Option or Right at the date of such cessation, provided, however, that such
right of exercise after cessation of Continuous Service shall not be available
to a Participant if the Committee otherwise determines and so provides in the
applicable instrument or instruments evidencing the grant of such Option or
Right. If the Continuous Service of a Participant to whom an Option or Right was
granted by the Corporation is terminated for cause, all rights under any Option
or Right of such Participant shall expire immediately upon the giving to the
Participant of notice of such termination.
<PAGE>
(d) If a Participant to whom an Option or Right was granted shall
cease to maintain Continuous Service due to Normal Retirement, such Participant
may, but only within the period of one year immediately succeeding such
cessation of Continuous Service and in no event after the expiration date of
such Option or Right, exercise such Option or Right to the extent that such
Participant was entitled to exercise such Option or Right at the date of such
cessation, provided, however, that such right of exercise after cessation of
Continuous Service shall not be available to a Participant if the Committee
otherwise determines and so provides in the applicable instrument or instruments
evidencing the grant of such Option or Right.
(e) In the event of the disability of a Participant while in the
Continuous Service of the Corporation or an Affiliate or within the three month
period referred to in paragraph (c) of this Section 7, such Participant may, but
only within the period of one year immediately succeeding such cessation of
Continuous Service and in no event after the expiration date of such Option or
Right, exercise such Option or Right to the extent that such Participant was
entitled to exercise such Option or Right at the date of such cessation,
provided, however, that such right of exercise after cessation of Continuous
Service shall not be available to a Participant if the Committee otherwise
determines and so provides in the applicable instrument or instruments
evidencing the grant of such Option or Right.
(f) In the event of the death of a Participant while in the
Continuous Service of the Corporation or an Affiliate or within the three month
period referred to in paragraph (c) or the one year periods referred to in
paragraphs (d) and (e) of this Section 7, the person to whom any Option or Right
held by the Participant at the time of his death is transferred by will or the
laws of descent and distribution or in the case of an Award other than an
Incentive Stock Option, pursuant to a qualified domestic relations order, as
defined in the Code or Title I of ERISA or the rules thereunder may, but only to
the extent such Participant was entitled to exercise such Option or Right
immediately prior to his death, exercise such Option or Right at any time within
a period of two years succeeding the date of death of such Participant, but in
no event later than ten years from the date of grant of such Option or Right.
Following the death of any Participant to whom an Option was granted under the
Plan, irrespective of whether any Related Right shall have been granted to the
Participant or whether the person entitled to exercise such Related Right
desires to do so, the Committee may, as an alternative means of settlement of
such Option, elect to pay to the person to whom such Option is transferred by
will or by the laws of descent and distribution or in the case of an Option
other than an Incentive Stock Option, pursuant to a qualified domestic relations
order, as defined in the Code or Title I of ERISA or the rules thereunder, the
amount by which the Market Value per Share on the date of exercise of such
Option shall exceed the Exercise Price of such Option, multiplied by the number
of shares with respect to which such Option is properly exercised. Any such
settlement of an Option shall be considered an exercise of such Option for all
purposes of the Plan.
(g) Notwithstanding the provisions of subparagraphs (c) through
(f) above, the Committee may, in its sole discretion, establish different terms
and conditions pertaining to the effect of termination to the extent permitted
by applicable federal and state law.
<PAGE>
(h) Concurrently with the grant of any Option (an "Underlying
Option"), the Committee may authorize Reload Options permitting the grantee of
the Underlying Option to purchase for cash, Shares or a combination thereof, an
aggregate number of Shares not greater than the sum of (i) the number of Mature
Shares (as defined hereinbelow) used in exercises of the Underlying Option and
(ii) to the extent authorized by the Committee, the number of Mature Shares used
to satisfy any tax withholding requirement incident to exercises of the
Underlying Option. The grant of each Reload Option so authorized by the
Committee shall become effective upon the exercise (a "Stock Exercise") of all
or part of the Underlying Option through the use of Shares held by the optionee
for at least 12 months prior to such exercise ("Mature Shares"), provided,
however, that no Reload Option shall first become effective after the optionee
has ceased to maintain Continuous Service. Reload Options may be authorized with
respect to Options that are themselves granted as Reload Options if so
authorized by the Committee. Upon each Stock Exercise of an Underlying Option,
the Exercise Price of the resulting Reload Option, the number of Shares covered
thereby, and, in the discretion of the Committee and subject to the limitations
and restrictions of Section 8 hereof, the determination that the Reload Option
is intended to qualify as an Incentive Stock Option, shall be evidenced through
an agreement or other instrument evidencing the Reload Option. The Exercise
Price of a Reload Option shall be the Market Value per Share on the date the
grant of the Reload Option becomes effective. Each Reload Option shall become
fully exercisable six months from its effective date. The term of each Reload
Option shall be equal to the remaining term of the Underlying Option.
8. Incentive Stock Options. Any provision of the Plan to the contrary
notwithstanding, (i) no Incentive Stock Option shall be granted more than ten
years from the date the Plan is adopted by the Board of Directors of the
Corporation and no Incentive Stock Option shall be exercisable more than ten
years from the date such Incentive Stock Option is granted, (ii) the Exercise
Price of any Incentive Stock Option shall not be less than the Market Value per
Share on the date such Incentive Stock Option is granted, (iii) any Incentive
Stock Option shall not be transferable by the Participant to whom such Incentive
Stock Option is granted other than by will or the laws of descent and
distribution and shall be exercisable during such Participant's lifetime only by
such Participant, (iv) no Incentive Stock Option shall be granted to any
individual who, at the time such Incentive Stock Option is granted, owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Corporation or any Affiliate unless the Exercise Price of such
Incentive Stock Option is at least 110% of the Market Value per Share at the
date of grant and such Incentive Stock Option is not exercisable after the
expiration of five years from the date such Incentive Stock Option is granted,
and (v) the aggregate Market Value (determined as of the time any Incentive
Stock Option is granted) of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by a Participant in any calendar year
shall not exceed $100,000. To the extent that the Option, or portion thereof,
does not qualify as an Incentive Stock Option for any reason, such Option (or
portion thereof) shall become a Non-Qualified Stock Option under the Plan.
9. Stock Appreciation Rights. A Stock Appreciation Right shall, upon
its exercise, entitle the Participant to whom such Stock Appreciation Right was
granted to receive a number of Shares or cash or combination thereof, as the
Committee in its discretion shall determine, the aggregate value of which (i.e.,
the sum of the amount of cash and/or Market Value of such Shares on date of
exercise) shall equal (as nearly as possible, it being understood that the
Corporation shall not issue any fractional shares) the amount by which the
Market Value per Share on the date of such exercise shall exceed the Exercise
<PAGE>
Price of such Stock Appreciation Right, multiplied by the number of Shares with
respect of which such Stock Appreciation Right shall have been exercised. A
Stock Appreciation Right may be Related to an Option or may be granted
independently of any Option as the Committee shall from time to time in each
case determine. At the time of grant of an Option the Committee shall determine
whether and to what extent a Related Stock Appreciation Right shall be granted
with respect thereto; provided, however, and notwithstanding any other provision
of the Plan, that if the Related Option is an Incentive Stock Option, the
Related Stock Appreciation Right shall satisfy all the restrictions and
limitations of Section 8 hereof as if such Related Stock Appreciation Right were
an Incentive Stock Option and as if other rights which are Related to Incentive
Stock Options were Incentive Stock Options. In the case of a Related Option,
such Related Option shall cease to be exercisable to the extent of the Shares
with respect to which the Related Stock Appreciation Right was exercised. Upon
the exercise or termination of a Related Option, any Related Stock Appreciation
Right shall terminate to the extent of the Shares with respect to which the
Related Option was exercised or terminated.
10. Limited Stock Appreciation Rights. At the time of grant of an
Option or Stock Appreciation Right to any Participant, the Committee shall have
full and complete authority and discretion also to grant to such Participant a
Limited Stock Appreciation Right which is related to such Option or Stock
Appreciation Right; provided, however, and notwithstanding any other provision
of the Plan, that if the Related Option is an Incentive Stock Option, the
Related Limited Stock Appreciation Right shall satisfy all the restrictions and
limitations of Section 8 hereof as if such Related Limited Stock Appreciation
Right were an Incentive Stock Option and as if all other Rights which are
Related to Incentive Stock Options were Incentive Stock Options. Notwithstanding
any other provision of the Plan, a Limited Stock Appreciation Right shall be
exercisable only during the period beginning on the first day following the date
of expiration of any "Offer" (as such term is hereinafter defined) and ending on
the forty-fifth day following such date.
A Limited Stock Appreciation Right shall, upon its exercise, entitle
the Participant to whom such Limited Stock Appreciation Right was granted to
receive an amount of cash equal to the amount by which the "Offer Price per
Share" (as such term is hereinafter defined) or the Market Value on the date of
such exercise, as shall have been provided by the Committee in its discretion at
the time of grant, shall exceed the Exercise Price of such Limited Stock
Appreciation Right, multiplied by the number of Shares with respect to which
such Limited Stock Appreciation Right shall have been exercised. Upon the
exercise of a Limited Stock Appreciation Right, any Related Option and/or
Related Stock Appreciation Right shall cease to be exercisable to the extent of
the Shares with respect to which such Limited Stock Appreciation Right was
exercised. Upon the exercise or termination of a Related Option or Related Stock
Appreciation Right, any Related Limited Stock Appreciation Right shall terminate
to the extent of the Shares with respect to which such Related Option or Related
Stock Appreciation Right was exercised or terminated.
For the purposes of this Section 10, the term "Offer" shall mean any
tender offer or exchange offer for Shares other than one made by the
Corporation, provided that the corporation, person or other entity making the
offer acquires pursuant to such Offer either (i) 25% of the Shares outstanding
immediately prior to the commencement of such Offer or (ii) a number of shares
which, together with all other shares acquired in any tender offer or exchange
offer (other than one made by the Corporation) which expired within sixty days
of the expiration date of the offer in question, equals 25% of the Shares
<PAGE>
outstanding immediately prior to the commencement of the offer in question. The
term "Offer Price per Share" as used in this Section 10 shall mean the highest
price per Share paid in any Offer which Offer is in effect any time during the
period beginning on the sixtieth day prior to the date on which a Limited Stock
Appreciation Right is exercised and ending on the date on which such Limited
Stock Appreciation Right is exercised. Any securities or property which are part
or all of the consideration paid for Shares in the Offer shall be valued in
determining the Offer Price per Share at the higher of (i) the valuation placed
on such securities or property by the corporation, person or other entity making
such Offer or (ii) the valuation placed on such securities or property by the
Committee.
11. Terms and Conditions of Restricted Stock. The Committee shall have
full and complete authority, subject to the limitations of the Plan, to grant
awards of Restricted Stock and, in addition to the terms and conditions
contained in paragraphs (a) through (f) of this Section 11, to provide such
other terms and conditions (which need not be identical among Participants) in
respect of such Awards, and the vesting thereof, as the Committee shall
determine and provide in the agreement referred to in paragraph (d) of this
Section 11.
(a) At the time of an award of Restricted Stock, the Committee
shall establish for each Participant a Restricted Period during which or at the
expiration of which, as the Committee shall determine and provide in the
agreement referred to in paragraph (d) of this Section 11, the shares awarded as
Restricted Stock shall vest, and subject to any such other terms and conditions
as the Committee shall provide shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered by the Participant,
except as hereinafter provided, during the Restricted Period. Except for such
restrictions, and subject to paragraphs (c), (d) and (e) of this Section 11 and
Section 12 hereof, the Participant as owner of such shares shall have all the
rights of a stockholder including but not limited to the right to receive all
dividends paid on such shares and the right to vote such shares. The Committee
shall have the authority, in its discretion, to accelerate the time at which any
or all of the restrictions shall lapse with respect to any shares of Restricted
Stock prior to the expiration of the Restricted Period with respect thereto, or
to remove any or all of such restrictions, whenever it may determine that such
action is appropriate by reason of changes in applicable tax or other laws or
other changes in circumstances occurring after the commencement of such
Restricted Period.
(b) Except as provided in Section 14 hereof, if a Participant
ceases to maintain Continuous Service for any reason other than death, total or
partial disability or Normal or Early Retirement, unless the Committee shall
otherwise determine and provide in the agreement referred to in paragraph (d) of
this Section 11, all shares of Restricted Stock awarded to such Participant and
which at the time of such termination of Continuous Service are subject to the
restrictions imposed by paragraph (a) of this Section 11 shall upon such
termination of Continuous Service be forfeited and returned to the Corporation.
Unless the Committee shall otherwise determine and provide in the agreement
referred to in paragraph (d) of this Section 11, if a Participant ceases to
maintain Continuous Service by reason of death, total or partial disability or
Normal or Early Retirement, such portion of such shares of Restricted Stock
awarded to such Participant which at the time of such termination of Continuous
Service are subject to the restrictions imposed by paragraph (a) of this Section
11 as shall be equal to the portion of the Restricted Period with respect to
such shares which shall have elapsed at the time of such termination of
Continuous Service, shall be free of restrictions and shall not be forfeited.
<PAGE>
(c) Each certificate in respect of shares of Restricted Stock
awarded under the Plan shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power endorsed in blank,
with the Corporation and shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and conditions
(including forfeiture) contained in the 1995 Stock Option and
Incentive Plan of First Midwest Financial, Inc. and an Agreement
entered into between the registered owner and First Midwest Financial,
Inc. Copies of such Plan and Agreement are on file in the offices of
the Secretary of First Midwest Financial, Inc., Fifth at Erie, Storm
Lake, Iowa 50588."
(d) At the time of an award of shares of Restricted Stock, the
Participant shall enter into an Agreement with the Corporation in a form
specified by the Committee, agreeing to the terms and conditions of the award
and such other matters as the Committee shall in its sole discretion determine.
(e) At the time of an award of shares of Restricted Stock, the
Committee may, in its discretion, determine that the payment to the Participant
of dividends declared or paid on such shares, or a specified portion thereof, by
the Corporation shall be deferred until the earlier to occur of (i) the lapsing
of the restrictions imposed under paragraph (a) of this Section 11 or (ii) the
forfeiture of such shares under paragraph (b) of this Section 11, and shall be
held by the Corporation for the account of the Participant until such time. In
the event of such deferral, there shall be credited at the end of each year (or
portion thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may determine.
Payment of deferred dividends, together with interest accrued thereon as
aforesaid, shall be made upon the earlier to occur of the events specified in
(i) and (ii) of the immediately preceding sentence.
(f) At the expiration of the restrictions imposed by paragraph (a)
of this Section 11, the Corporation shall redeliver to the Participant (or where
the relevant provision of paragraph (b) of this Section 11 applies in the case
of a deceased Participant, to his legal representative, beneficiary or heir) the
certificate(s) and stock power deposited with it pursuant to paragraph (c) of
this Section 11 and the Shares represented by such certificate(s) shall be free
of the restrictions referred to in paragraph (a) of this Section 11.
12. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan and the
number and class of shares with respect to which Awards have been granted under
the Plan shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Any shares of stock or other securities received, as a
result of any of the foregoing, by a Participant with respect to Restricted
Stock shall be subject to the same restrictions and the certificate(s) or other
instruments representing or evidencing such shares or securities shall be
legended and deposited with the Corporation in the manner provided in Section
11(c) hereof.
<PAGE>
13. Effect of Merger on Options or Rights. In the case of any merger,
consolidation or combination of the Corporation (other than a merger,
consolidation or combination in which the Corporation is the continuing
corporation and which does not result in the outstanding Shares being converted
into or exchanged for different securities, cash or other property, or any
combination thereof), any Participant to whom an Option or Right has been
granted shall have, in addition to the rights of exercise pursuant to Section 7
hereof, the right (subject to the provisions of the Plan and any limitation
applicable to such Option or Right), thereafter and during the term of each such
Option or Right, to receive upon exercise of any such Option or Right an amount
equal to the excess of the fair market value on the date of such exercise of the
securities, cash or other property, or combination thereof, receivable upon such
merger, consolidation or combination in respect of a Share over the Exercise
Price of such Right or Option, multiplied by the number of Shares with respect
to which such Option or Right shall have been exercised. Such amount may be
payable fully in cash, fully in one or more of the kind or kinds of property
payable in such merger, consolidation or combination, or partly in cash and
partly in one or more of such kind or kinds of property, all in the discretion
of the Committee.
14. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 14 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Exchange Act, shall become the beneficial owner of shares of the
Corporation with respect to which 25% or more of the total number of votes for
the election of the Board of Directors of the Corporation may be cast, (ii) as a
result of, or in connection with, any cash tender offer, merger or other
business combination, sale of assets or contested election, or combination of
the foregoing, the persons who were directors of the Corporation shall cease to
constitute a majority of the Board of Directors of the Corporation, or (iii) the
stockholders of the Corporation shall approve an agreement providing either for
a transaction in which the Corporation will cease to be an independent
publicly-owned corporation or for a sale or other disposition of all or
substantially all the assets of the Corporation. Upon a change in control,
unless the Committee shall have otherwise provided in the agreement referred to
in paragraph (d) of Section 11 hereof, any Restricted Period with respect to
Restricted Stock awarded to such Participant shall lapse and all Shares awarded
as Restricted Stock shall become fully vested in the Participant to whom such
Shares were awarded. If a tender offer or exchange offer for Shares (other than
such an offer by the Corporation) is commenced, or if the event specified in
clause (iii) above shall occur, unless the Committee shall have otherwise
provided in the instrument evidencing the grant of an Option or Stock
Appreciation Right, all Options and Stock Appreciation Rights granted and not
fully exercisable shall become exercisable in full upon the happening of such
event; provided, however, that no Option or Stock Appreciation Right which has
previously been exercised or otherwise terminated shall become exercisable.
15. Assignments and Transfers. No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the Plan
may be assigned, encumbered or transferred except, in the event of the death of
a Participant, by will or the laws of descent and distribution, or in the case
of Awards other than Incentive Stock Options pursuant to a qualified domestic
relations order, as defined in the Code or Title I of ERISA or the rules
thereunder.
<PAGE>
16. Employee Rights Under the Plan. No officer or employee shall have
a right to be selected as a Participant nor, having been so selected, to be
selected again as a Participant and no officer, employee or other person shall
have any claim or right to be granted an Award under the Plan or under any other
incentive or similar plan of the Corporation or any Affiliate. Neither the Plan
nor any action taken thereunder shall be construed as giving any employee any
right to be retained in the employ of the Corporation or any Affiliate.
17. Delivery and Registration of Stock. The Corporation's obligation
to deliver Shares with respect to an Award shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Participant to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933 or any other federal, state or
local securities legislation. It may be provided that any representation
requirement shall become inoperative upon a registration of the Shares or other
action eliminating the necessity of such representation under such Securities
Act or other securities legislation. The Corporation shall not be required to
deliver any Shares under the Plan prior to (i) the admission of such shares to
listing on any stock exchange on which Shares may then be listed, and (ii) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the committee shall determine to be
necessary or advisable.
This Plan is intended to comply with Rule 16b-3 under the Exchange
Act. Any provision of the Plan which is inconsistent with said Rule shall, to
the extent of such inconsistency, be inoperative and shall not affect the
validity of the remaining provisions of the Plan.
18. Withholding Tax. Upon the termination of the Restricted Period
with respect to any shares of Restricted Stock (or at any such earlier time, if
any, that an election is made by the Participant under Section 83(b) of the
Code, or any successor provision thereto, to include the value of such shares in
taxable income), the Corporation shall have the right to require the Participant
or other person receiving such shares to pay the Corporation the amount of any
taxes which the Corporation is required to withhold with respect to such shares,
or, in lieu thereof, to retain or sell without notice, a sufficient number of
shares held by it to cover the amount required to be withheld. The Corporation
shall have the right to deduct from all dividends paid with respect to shares of
Restricted Stock the amount of any taxes which the Corporation is required to
withhold with respect to such dividend payments.
The Corporation shall have the right to deduct from all amounts paid
in cash with respect to the exercise of a Right under the Plan any taxes
required by law to be withheld with respect to such cash payments. Where a
Participant or other person is entitled to receive Shares pursuant to the
exercise of an Option or Right pursuant to the Plan, the Corporation shall have
the right to require the Participant or such other person to pay the Corporation
the amount of any taxes which the Corporation is required to withhold with
respect to such Shares, or, in lieu thereof, to retain, or sell without notice,
a number of such shares sufficient to cover the amount required to be withheld.
<PAGE>
19. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion thereof at
any time, but no amendment shall be made without approval of the stockholders of
the Corporation which shall (i) change the number of shares with respect to
which Awards may be made under the Plan as set forth in Section 5 hereof (except
as provided in Section 12 hereof) or (ii) change the Participants eligible to
participate in the Plan; provided, further that no such amendment, suspension or
termination of the Plan shall be permitted except in accordance with Rule 16(b)
of the Exchange Act or any similar or successor provision.
20. Effective Date and Term of Plan. The Plan shall become effective
upon its adoption by the Board of Directors of the Corporation, subject to the
approval of the Plan by the shareholders of the Corporation. It shall continue
in effect for a term of ten years unless sooner terminated under Section 19
hereof.
EXHIBIT 5
<PAGE>
February 28, 1997
Board of Directors
First Midwest Financial, Inc.
Fifth at Erie
Storm Lake, Iowa 50588
Members of the Board:
We have acted as counsel to First Midwest Financial, Inc. (the
"Corporation") in connection with the preparation and filing with the Securities
and Exchange Commission of a registration statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to 268,203 shares
of the Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), to be offered pursuant to the 1995 Stock Option and Incentive Plan of
the Corporation (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and agreements thereto,
the Corporation's Certificate of Incorporation, Bylaws, resolutions of its Board
of Directors and such other documents and corporate records as we deem
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly
authorized.
2. The shares of Common Stock to be offered by the Corporation will be,
when and if issued, sold and paid for as contemplated by the Plan,
legally issued, fully paid and non-assessable shares of Common Stock of
the Corporation.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
-----------------------------------
SILVER, FREEDMAN & TAFF, L.L.P.
EXHIBIT 23.1
<PAGE>
February 28, 1997
Members of the Board:
We hereby consent to the inclusion of our opinion as Exhibit 5 in this
Registration Statement on Form S-8 of First Midwest Financial, Inc. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
-----------------------------------
SILVER, FREEDMAN & TAFF, L.L.P.
EXHIBIT 23.2
<PAGE>
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
Members of the Board:
We consent to the incorporation by reference in this Registration
Statement of First Midwest Financial, Inc. on Form S-8 of our report dated
November 17, 1995 (which expresses an unqualified opinion and includes an
explanatory paragraph relating to a change in the method of accounting for
income taxes and for debt and equity securities in fiscal year 1994) appearing
in the Annual Report on Form 10-KSB of First Midwest Financial, Inc. for the
year ended September 30, 1996.
/s/ Deloitte & Touche LLP
-------------------------
DELOITTE & TOUCHE LLP
Omaha, Nebraska
February 26, 1997
<PAGE>
[LETTERHEAD OF CROWE, CHIZEK & COMPANY LLP]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of First Midwest Financial, Inc. on Form S-8 of our report on the
consolidated financial statements of First Midwest Financial, Inc. and
subsidiaries dated October 9, 1996, contained in Exhibit 13 to First Midwest
Financial, Inc.'s Annual Report on Form 10-KSB for the year ended September 30,
1996.
/s/Crowe, Chizek & Company LLP
------------------------------
CROWE, CHIZEK & COMPANY LLP
South Bend, Indiana
February 26, 1997
