-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KUFjFEdboxEFc3bVaoslV8zaxpxVZSzrlg+yAUawLBNg1dXZ8Cd8cp/VJ5yGOsx4 ZvGVe7RpqrjXitixgtdigQ== 0000702325-96-000002.txt : 19960105 0000702325-96-000002.hdr.sgml : 19960105 ACCESSION NUMBER: 0000702325-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951220 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960104 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MIDWEST BANCORP INC CENTRAL INDEX KEY: 0000702325 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363161078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10967 FILM NUMBER: 96500926 BUSINESS ADDRESS: STREET 1: 300 PARK BLVD SUITE 405 STREET 2: P O BOX 459 CITY: ITASCA STATE: IL ZIP: 60143-0459 BUSINESS PHONE: 7088757450 MAIL ADDRESS: STREET 1: 300 PARK BLVD SUITE 405 STREET 2: P O BOOX 459 CITY: ITASCA STATE: IL ZIP: 60143-0459 8-K 1 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) December 20, 1995 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) Registrant's telephone number, including area code (708) 875-7450 (Former name and address, if changed since last report) Exhibit Index is on Page 5 FIRST MIDWEST BANCORP, INC. FORM 8-K DECEMBER 20, 1995 Item 2. Acquisition or Disposition of Assets On December 20, 1995, First Midwest Bancorp, Inc. ("First Midwest") consummated the acquisition of CF Bancorp, Inc. ("CF"), the Holding Company of Citizens Federal Savings Bank of Davenport, Iowa. The transaction was structured as an exchange of stock and was accounted for on a pooling of interests basis. The stock exchange resulted in CF shareholders receiving 1.4545 shares of First Midwest common stock for each share of CF common stock owned in a tax free exchange. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired: Incorporated by Reference to First Midwest's Registration Statement on Form S-4 (Registration No. 33-62581) filed on September 12, 1995. Pages 43-45 of such Registration Statement includes financial statements of the acquired business, CF Bancorp, Inc., in substantially the same form as required by this Item 7.a. (b) Proforma Financial Information: Incorporated by reference to First Midwest's Registration Statement on Form S-4 (Registration No. 33-62581) filed on September 12, 1995. Pages 43-45 of such Registration Statement includes proforma financial information for First Midwest and CF Bancorp, Inc., in substantially the same form as required by this Item 7.b. (c) Exhibits - Exhibit index is located on page 5 of this report on Form 8-K. FIRST MIDWEST BANCORP, INC. FORM 8-K December 20, 1995 The following Items are not applicable for this Form 8-K: Item 1. Changes in Control of Registrant Item 3. Bankruptcy or Receivership Item 4. Changes in Registrant's Certifying Accountant Item 5. Other Events Item 6. Resignations of Registrant's Directors Item 8. Change in Fiscal Year. FIRST MIDWEST BANCORP, INC. FORM 8-K December 20, 1995 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: January 4, 1996 DONALD J. SWISTOWICZ Donald J. Swistowicz Executive Vice President FIRST MIDWEST BANCORP, INC. FORM 8-K DECEMBER 20, 1995 EXHIBIT INDEX Page Exhibit Number Description of Documents Number 2 Plan of Acquisition - Incorporated by Reference to Appendix A to First Midwest's Registration on Form S-4 (Registration No. 33-62581) 23.1 Consent of KPMG Peat Marwick LLP 6 23.2 Consent of McGladrey & Pullen, LLP 7 99 Press release issued by First Midwest 8 Bancorp, Inc. dated December 21, 1995 9 EX-23.1 2 EXHIBIT 23.1 KPMG Peat Marwick LLP The Board of Directors First Midwest Bancorp, Inc.: We consent to incorporation by reference in Form 8-K of First Midwest Bancorp, Inc. of our report dated January 20, 1995, relating to the consolidated statements of condition of First Midwest Bancorp, Inc. and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1994, which report appears in the December 31, 1994, annual report on Form 10-K of First Midwest Bancorp, Inc. KPMG PEAT MARWICK LLP Chicago, Illinois January 5, 1996 Member Firm of Klynveld Peat Marwick Goerdeler EX-23.2 3 EXHIBIT 23.2 MCGLADREY & PULLEN, LLP Certified Public Accountants and Consultants INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in the December 20, 1995 Form 8-K of First Midwest Bancorp, Inc., of our report dated July 28, 1995 with respect to the financial statements included in the Form 10-K Annual Report of CF Bancorp, Inc. for the fiscal year ended June 30, 1995. McGLADREY & PULLEN, LLP Davenport, Iowa January 5, 1996 EX-99 4 EXHIBIT 99 FIRST MIDWEST BANCORP COMPLETES ACQUISITION OF CF BANCORP ITASCA, IL., DECEMBER 21, 1995-First Midwest Bancorp, Inc.(NASDAQ/NMS:FMBI) today announced that it has consummated the previously reported acquisition of CF Bancorp (NASDAQ:CFBC), the holding company of Citizens Federal Savings Bank of Davenport, Iowa. The transaction was structured as an exchange of stock and was accounted for on a pooling-of-interest basis. The transaction represents First Midwest's first interstate acquisition and enhances its already strong position in the Illinois-Iowa Quad-Cities market comprised of the cities of Moline and Rock Island, Illinois and Davenport and Bettendorf, Iowa. First Midwest has operated for many years in the Illinois half of the Quad-Cities where it has approximately $375 million in assets. Headquartered in Davenport with additional offices in Davenport and Bettendorf, CF has $225 million in assets. With $600 million in assets and seven full- service offices, three in Illinois and four in Iowa, the combined operations result in the largest financial institution serving the entire market. In addition to its strong banking presence, First Midwest enjoys a similarly strong trust-investment management presence in the Quad-Cities with assets under management exceeding $500 million. The Quad-Cities is a significant market that is sometimes not recognized as the diversified, dynamic and growing area that it represents. As an MSA, the Quad- Cities is an area having a population of some 400,000, employment in excess of 200,000 and annual retail sales of approximately $2.5 billion. As such, from each of these perspectives the Quad-Cities is larger than the perhaps better known markets of Peoria, Rockford, Springfield, Bloomington-Normal and Champaign-Urbana, Illinois. Commenting on the merger, Robert P. O'Meara, First Midwest Bancorp's President & Chief Executive Officer, said, "the affiliation with CF, a very successful and highly respected company, permits us to more fully participate in the bright future of the entire Quad-Cities area. Our office coverage of the entire Quad- Cities represents a level of service and convenience not even approached by other financial institutions." Paul Eckert, CF Bancorp's President & Chief Executive Officer, said, "the dynamics and outlook for the Quad-Cities is very positive and our affiliation with First Midwest represents another step in enhanced financial service and convenience for our customers. The combination of our retail and their commercial and trust-investment management strengths will enable us to better serve our individual and business customers alike." At $3.2 billion, First Midwest Bancorp is Illinois' third largest publicly traded bank holding company and is engaged in commercial banking, investment management, trust and mortgage activities in northern Illinois and eastern Iowa. # # # -----END PRIVACY-ENHANCED MESSAGE-----