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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
First Midwest Financial, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
320878101
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(CUSIP Number)
Donald J. Winchell
Fifth at Erie
P.O. Box 1307
Storm Lake, Iowa 50588
(712) 732-4117
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. 320878101
<TABLE>
<C> <S> <S>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Donald J. Winchell
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a)
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(b)
---
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH 7. SOLE VOTING POWER
95,172 (See Item 5)
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8. SHARED VOTING POWER
37,500 (See Item 5)
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9. SOLE DISPOSITIVE POWER
80,930 (See Item 5)
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10. SHARED DISPOSITIVE POWER
51,742 (See Item 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
132,672 (See Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
---
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.14% (See Item 5)
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14. TYPE OF REPORTING PERSON
IN
</TABLE>
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Item 1. Security and Issuer
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The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of First Midwest
Financial, Inc. ("First Midwest"), Storm Lake, Iowa, a bank holding company
with its main office located at Fifth at Erie, P.O. Box 1307, Storm Lake, Iowa
50588.
Item 2. Identity and Background
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The name and address of the person filing this statement is Donald J.
Winchell, Fifth at Erie, P.O. Box 1307, Storm Lake, Iowa. Mr. Winchell is
Vice President, Chief Financial Officer and Treasurer of First Midwest at the
address stated above. During the last five years, Mr. Winchell has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in him being
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or being found in violation with respect to such laws.
Mr. Winchell is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
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On September 20, 1993, in connection with First Midwest's initial public
offering of Common Stock, Mr. Winchell acquired, directly and indirectly,
69,798 shares (adjusted for the 3 for 2 stock split paid in the form of a
stock dividend on January 2, 1997) of Common Stock. The acquisition of the
foregoing Common Stock was made with personal funds for an aggregate purchase
price of approximately $465,000. All shares reported herein have been adjusted
for the 3 for 2 stock split paid in the form of a stock dividend on January 2,
1997.
On January 24, 1994, Mr. Winchell was awarded 24,450 shares of restricted
Common Stock, which vested annually over a four year period with the last
vesting period expiring on September 20, 1998. On the same date Mr. Winchell
was awarded an option to purchase 14,382 share of Common Stock at an exercise
price equal to the fair market value of the Common Stock on the date of grant.
Between January 24, 1994 and the date of this report, Mr. Winchell has been
awarded additional options to purchase 17,301 shares of Common Stock at an
exercise price equal to the fair market value of the Common Stock on the date
of grant. The awards of restricted Common Stock and options were granted to
Mr. Winchell at no cost to him.
From September 30, 1993 to date, Mr. Winchell, through several purchases
and sales, disposed of 7,501 shares of Common Stock and during the same
period purchased 6,100 shares of Common Stock through exercise of options.
In addition, to date Mr. Winchell has been allocated 14,242 shares of
Common Stock under his account in the First Midwest Employee Stock Ownership
Plan (the "ESOP"). Such shares were awarded to Mr. Winchell at no cost. Mr.
Winchell was allocated 2,647 shares of Common Stock under the ESOP on
September 30, 1998, which allocation, together with his then current holding,
resulted in Mr. Winchell owning in excess of five percent of the Common Stock.
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Item 4. Purpose of Transaction
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All of the shares acquired by Mr. Winchell, directly or indirectly, were
acquired for investment purposes. Mr. Winchell may, from time to time,
depending upon market conditions and other investment considerations, purchase
additional shares of First Midwest for investment purposes or dispose of
shares of First Midwest. As Vice President, Chief Financial Officer and
Treasurer, Mr. Winchell regularly explores potential actions and transactions
which may be advantageous to First Midwest, including, but not limited to,
possible mergers, acquisitions, reorganizations or other material changes in
the business, corporate structure, management, policies, governing
instruments, capitalization, securities or regulatory or reporting obligations
of First Midwest.
Except as noted above, Mr. Winchell has no plans or proposals which
relate to or would result in:
(a) the acquisition by any person of additional securities of First
Midwest, or the disposition of securities by First Midwest;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving First Midwest or any of its
subsidiaries;
(c) a sale or transfer of material amount of assets of First Midwest or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of First
Midwest, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy
of First Midwest;
(f) any other material change in First Midwest's business or corporate
structure;
(g) changes in First Midwest's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of First Midwest by any persons;
(h) causing a class of securities of First Midwest to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-quotation system of a registered national securities association;
(i) a class of equity securities of First Midwest becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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(a) Mr. Winchell beneficially owns an aggregate of 132,672 shares
(including the right to acquire 25,583 shares) of Common Stock, constituting
5.14% of the number of shares of such Common Stock outstanding on the date
hereof.
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(b) With respect to the 132,672 shares of Common Stock owned beneficially
by Mr. Winchell, such amounts include:
(1) 69,589 shares over which Mr. Winchell has sole voting power.
(2) 37,500 shares over which Mr. Winchell shares voting power
with his spouse, Jeri A. Winchell, who's address is Fifth at
Eire, P.O. Box 1307, Storm Lake, Iowa, 50588. Mrs. Winchell
is a homemaker. During the last five years, Mrs. Winchell
has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in her being subject to
a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or being found in violation
with respect to such laws. Mrs. Winchell is a citizen of the
United States of America.
(3) 55,347 shares of Common Stock over which Mr. Winchell has
sole dispositive power.
(4) 51,742 shares of Common Stock over which Mr. Winchell has
shared dispositive power, which includes the 37,500 shares
owned by Mrs. Winchell (see paragraph (2) above) and 14,242
shares allocated to Mr. Winchell's ESOP account over which
the ESOP trustee shares dispositive power. West Des Moines
State Bank is the ESOP trustee. West Des Moines State Bank
is an Iowa chartered bank with its principal business address
at 1601 22nd Street, West Des Moines, Iowa.
(5) Which upon exercise, sole voting and sole dispositive power
with respect to the options to purchase 25,583 shares of
Common Stock.
(c) The following transactions involving Mr. Winchell's beneficial
ownership of Common Stock were effected in the past sixty days:
(1) Mr. Winchell received an ESOP contribution on September 30,
1998 of 2,647 shares of Common Stock at no cost to him.
(2) Mr. Winchell was granted options to purchase 3,051 shares of
Common Stock on September 30, 1998 at an exercise price of
$17.875. These options expire on September 30, 2008.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares held by Mr. Winchell.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Winchells and any other person with respect
to any securities of the issuer, including but not limited to, transfer or
voting of any of such securities, finder's fees, joint ventures, loan or
option arrangements, put or calls, guarantees of profits, divisions of profits
or loss, or the giving or withholding of proxies. None of the Common Stock
beneficially owned by Mr. Winchell is pledged or otherwise subject to a
contingency the occurrence of which would give another person voting power or
investment power over such shares.
Item 7. Material to be Filed as Exhibits
None.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: October 9, 1998 /s/ Donald J. Winchell
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Donald J. Winchell
