11-K 1 dec0011k.htm FORM 11K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 11-K

ANNUAL REPORT

Pursuant to Section 15(d) of the

Securities Exchange Act of 1934


[X]

ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


For the fiscal year ended December 31, 2000


OR

[  ]   

TRANSACTION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


For the transition period from ________to_______


Commission file number: 0-10967

 



A.

Full title of the plan and the address of the plan if different from that of the issuer named below

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN

B.

Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

First Midwest Bancorp, Inc.
300 Park Boulevard
Suite 405, P. O. Box 459
Itasca, Illinois 60143-0459



Page 1 of 17 Pages

Exhibit Index on Page 2

 

 

REQUIRED INFORMATION

Financial Statements

Items 1 - 3.


 

Omitted in acccordance with Item 4.



Item 4.


The First Midwest Bancorp, Inc. Savings and Profit Sharing Plan ("Plan") is subject to the Employee Retirement Income Security Act of 1974, as amended ('ERISA'). In accordance with item 4 and in lieu of the requirements of Items 1-3, the following Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA are included herein:



o

Report of Independent Auditors

o

Statements of Assets Available for Benefits

o

Statements of Changes in Assets Available for Benefits

o

Notes to Financial Statements

o

Supplemental Schedule




Exhibits

 

Consent of Ernst & Young LLP

Sequentially
Numbered Page

17

 

 





FIRST MIDWEST BANCORP, INC.
SAVINGS AND PROFIT SHARING PLAN




Financial Statements and
Supplemental Schedule




Years Ended December 31, 2000 and 1999




(With Report of Independent Auditors)






FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN

FORM 11-K

Years Ended December 31, 2000 and 1999

TABLE OF CONTENTS

 


Report of Independent Auditors

5

   
   

Financial Statements:



Statements of Assets Available for Benefits



6



Statements of Changes in Assets Available for Benefits



7



Notes to Financial Statements



8 - 10

     
     
     

Supplemental Schedule:

   
   

Schedule H, Line 4i - Schedule of Assets (Held At End of Year)

11 - 15

 




Report of Independent Auditors







The Plan Administrator
First Midwest Bancorp, Inc. Savings and Profit Sharing Plan


We have audited the accompanying statements of assets available for benefits of First Midwest Bancorp, Inc. Savings and Profit Sharing Plan as of December 31, 2000 and 1999, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2000 and 1999, and the changes in its assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.


Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held at the end of the year as of December 31, 2000 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement and Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.



/s/Ernst & Young LLP

June 1, 2001

 

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN


Statements of Assets Available for Benefits

December 31, 2000 and 1999

2000

1999

ASSETS

Cash

$

1,154

$

37

Investments, at fair value

98,168,695

101,157,966

Receivables:

Employer contributions

393,823

419,308

Participant contributions

790

-

Accrued investment income

489,089

451,565

Total receivables

883,702

870,873

Assets available for benefits

$

99,053,551

$

102,028,876




See accompanying notes to financial statements.

 

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN

Statements of Changes in Assets Available for Benefits

Years ended December 31, 2000 and 1999

2000

1999

Additions:

Investment Income:

Dividends

$

1,434,171

$

1,180,479

Interest

1,051,607

1,040,973

Net appreciation

   (realized and unrealized) in fair value of investments

238,336

12,148,761

   

Total investment income

2,724,114

 

14,370,213

Contributions:

Employer

2,965,674

2,983,257

Participants

2,844,651

2,960,758

Total contributions

5,810,325

5,944,015

Other Income

3,436

32,918

Total additions

8,537,875

20,347,146

Reductions:

Benefits and distributions to participants

11,506,300

9,034,810

Other payments

6,900

2,163

Total reductions

11,513,200

9,036,973

Change in net assets

(2,975,325)

11,310,173

Assets available for benefits, beginning of year

102,028,876

79,190,799

Transfer from Heritage Financial Services, Inc. Profit Sharing
       Plan and Trust

-

11,527,904

Assets available for benefits, end of year

$

99,053,551

$

102,028,876




See accompanying notes to financial statements.

 

 

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN


Notes to Financial Statements

December 31, 2000 and 1999

1. Description of the Plan


The following brief description of the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan ("Plan") is provided for general information purposes. The Plan document provides more complete information about the Plan.



Background


First Midwest Bancorp, Inc. ("Company") established the Plan effective December 31, 1984. The Plan is a defined-contribution benefit plan covering substantially all full-time and part-time Company employees meeting certain age and length-of-service criteria.


Contributions and Benefit Payments


The Company's contribution to the Plan during 2000 and 1999 included a matching contribution of 2% of eligible participant compensation and a discretionary contribution of up to an additional 6% of eligible participant compensation. Company discretionary contributions are based upon performance of all subsidiaries and the overall consolidated performance of the Company. Participants are fully vested in Company matching contributions and participants become vested in Company discretionary contributions over a period of seven years.


Contributions by participants of up to 10% of eligible compensation are allowed on a tax deferred basis under the provisions of Internal Revenue Code (the Code) Section 401(k), subject to certain limitations. Participant contributions (and earnings thereon) are fully vested.


Participants may direct their contributions as well as Company matching contributions and Company discretionary contributions to any of the investment options offered by the Plan.


Company contributions are reduced by any forfeitures during the year.


Investment of Plan Assets


A trust fund was established for the purpose of holding and investing Plan assets in accordance with the terms of the Trust Agreement between the Company and the Trustee, First Midwest Trust Company, N.A., (Trustee), a subsidiary of the Company and a party-in-interest.


Participant Loans


Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 0-60 months. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the plan administrator. Principal and interest are paid ratably through monthly payroll deductions.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.


Investment Valuation and Income Recognition

Investments are reported at fair value which, except for short-term investments and loans to participants, is determined using quoted market prices. Short-term investments and loans to participants are reported at cost and unpaid principal balance, respectively, which approximates market.


Purchases and sales of securities are recorded on a trade-date basis and are accounted for using the specific identification method. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in fair value of investments includes realized and unrealized investment gains and losses.


Administrative Expense


Administrative expenses of the Plan are paid from the trust fund, to the extent they are not paid by the Company. Administrative expenses relating to participant loans totaling $6,900 and $2,163 were paid by the Plan's loan account for the years ended December 31, 2000 and 1999, respectively.


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.


3. Investments


During 2000 and 1999, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in fair value by:



Net Appreciation (Depreciation) in FairValue During the Year Ended December 31,

2000

1999

Fair value as determined by quoted market price:

U.S. Government and government agency securities

$

165,190

$

(265,215)

Common stocks

1,579,908

9,148,950

Corporate bonds, debentures and notes

58,390

(124,810)

Mutual funds

(102,662)

33,386

Common trust funds

(1,462,490)

3,356,450

$

238,336

$

12,148,761


Dividends received by the Plan on First Midwest common stock during 2000 and 1999 amounted to $1,312,874 and $1,107,513, respectively. Net (depreciation) appreciation on First Midwest Common Trust Funds amounted to ($1,462,490) and $3,356,450, respectively.


As of December 31, 2000 and 1999, the Plan held the following investments that comprised 5% or more of the Plan's net assets:

 

Fair Value
at December 31,

2000

1999

Goldman Sachs Financial Square Prime #462

$

10,691,602

$

10,980,846

First Midwest Bancorp, Inc. Common Stock:

(1,625,303 shares December 31, 2000 and 1,813,922 shares at
December 31, 1999)

$

$46,727,461

$

48,068,933

First Midwest Employee Benefit Equity Fund:

(811,852 units at December 31, 2000 and 889,567 units at
December 31, 1999)

$

18,800,992

$

22,638,843


4. Income Taxes


The Plan has received a determination letter from the Internal Revenue Service, dated June 22, 1996, stating that the Plan is qualified under the Code, as amended and, therefore, the related trust is exempt from taxation. The Plan has been amended and restated since the previous determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. Management believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, income of the related trust is exempt from tax under Section 501(a) of the Code.


The Company is not aware of any activity or transactions that may adversely affect the qualified status of the Plan.


5. Plan Termination


Although it has not expressed any intent to do so, the Company has the right to terminate the Plan at any time. In the event of Plan termination, participants become fully vested in Company contributions.


6. Reconciliation to Form 5500


The financial information provided in the Plan's Form 5500 includes an accrual for benefits that are reportable by participants but have not been paid to them at the Plan year end. This amount was $1,569,020 for 2000 and $1,275,775 for 1999, respectively. In accordance with accounting principles generally accepted in the United States, this liability is not recognized in the accompanying financial statements.

Plan Acquisitions


On July 1, 1998, the Company acquired Heritage Financial Services, Incorporated whose principal subsidiary was Heritage Bank. The Heritage Financial Services, Incorporated Profit Sharing Plan ("Heritage Plan") was merged into the Plan on January 1, 1999. Assets of the Heritage Plan were transferred to the Plan, and were allocated to participants and beneficiaries in the same manner and amounts under the Plan as prescribed by ERISA.

 

 

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN
(Plan 002: 36-3161078)

Schedule H, Line 4i - Schedule of Assets (Held At End of Year)

December 31, 2000

c. Description

a. (Note)

b. Identity of Issue

Maturity
Date

Interest
Rate

Par Value/
Number
of Shares

d. Cost

e. Current
Value

SHORT-TERM INVESTMENT

Short-Term Investment Fund:

Goldman Sachs Financial Square Prime Fund #462

6.500%

$

10,691,602

$

10,691,602

U.S. GOVERNMENT AND GOVERNMENT AGENCY SECURITIES

Long-Term Government and

Goverment Agency Securities

United States Treasury Note

08/15/02

6.375%

450,000

450,121

457,875

United States Treasury Note

02/15/03

6.250%

250,000

248,558

255,391

United States Treasury Note

02/15/04

5.875%

100,000

100,953

102,063

United States Treasury Note

05/15/04

7.250%

100,000

102,094

106,469

United States Treasury Note

08/15/04

7.250%

425,000

429,621

454,353

United States Treasury Note

05/15/05

6.500%

300,000

306,602

316,595

United States Treasury Note

05/15/06

6.875%

100,000

101,875

108,219

United States Treasury Note

10/15/06

6.500%

450,000

462,086

480,375

United States Treasury Note

02/15/07

6.250%

100,000

95,406

105,719

United States Treasury Note

08/15/07

6.125%

525,000

542,539

552,891

United States Treasury Note

05/15/08

5.625%

200,000

197,672

205,500

United States Treasury Note

08/15/09

6.000%

250,000

250,703

263,985

United States Treasury Note

02/15/10

6.500%

250,000

256,406

273,672

Federal Home Loan Mortgage

07/15/04

6.250%

75,000

74,309

76,359

Short-Term Government and

Government Agency Securities

United States Treasury Note

04/30/01

6.250%

250,000

253,750

250,469

United States Treasury Note

08/31/01

6.500%

100,000

99,109

100,562

United States Treasury Note

10/31/01

6.250%

175,000

177,906

175,984

United States Treasury Note

11/30/01

5.875%

250,000

253,945

250,781

4,403,655

4,537,262



See accompanying Report of Independent Auditors.

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN
(Plan 002: 36-3161078)

Schedule H, Line 4i - Schedule of Assets (Held At End of Year)

December 31, 2000

c. Description

a. (Note)

b. Identity of Issue

Maturity
Date

Interest
Rate

Par Value/
Number
of Shares

d. Cost

e. Current
Value

CORPORATE BONDS

ABN AMRO Bank

05/31/05

7.250%

100,000

$

101,104

$

103,200

Citicorp

11/15/08

6.375%

250,000

254,147

243,225

E. I. DuPont De Nemours & Co.

10/15/02

6.750%

150,000

152,686

152,085

Ford Motor Credit Co.

04/28/03

6.125%

300,000

295,971

297,480

General Electric Cap. Corp.

11/15/10

6.875%

200,000

198,720

210,080

McDonald's Corp.

09/01/05

6.625%

150,000

149,552

151,725

Merrill Lynch & Co., Inc.

08/17/02

7.375%

100,000

103,182

101,780

Norwest Financial Inc.

04/15/05

7.500%

75,000

76,712

77,948

Pacific Bell

07/15/04

7.000%

75,000

74,689

76,845

Wal-Mart Stores, Inc.

03/01/03

6.375%

150,000

149,162

151,605

1,555,925

1,565,973

COMMON STOCKS

Abbott Laboratories

1,570

58,780

76,048

Adobe Systems Inc.

1,370

59,321

79,718

Agilent Technologies, Inc.

1,490

83,154

81,578

Air Products & Chemicals, Inc.

780

29,131

31,980

Allegheny Technologies Inc.

1,640

29,538

26,035

Allergan Inc.

1,010

68,779

97,781

Ambac Financial Group

1,180

46,509

68,809

Amereda Hess Corp.

915

57,194

66,853

American Express Co.

1,050

59,194

57,685

American International Group, Inc.

1,514

83,996

149,224

Analog Devices Inc.

950

87,831

48,629

Anheuser-Busch Companies, Inc.

2,450

64,627

111,475

Ariba Inc.

840

103,855

45,045

Bed Bath and Beyond Inc.

2,210

52,240

49,449

Bell South Corp.

2,250

98,215

92,111

Best Buy Inc.

1,140

69,745

33,702

Biomet Inc.

1,405

35,167

55,762

Broadwing Inc.

3,850

104,012

87,830



See accompanying Report of Independent Auditors

 

 

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN
(Plan 002: 36-3161078)

Schedule H, Line 4i - Schedule of Assets (Held At End of Year)

December 31, 2000

c. Description

a. (Note)

b. Identity of Issue

Maturity
Date

Interest
Rate

Par Value/
Number
of Shares

d. Cost

e. Current
Value

Brunswick Corp.

1,500

$

32,249

$

24,657

CDW Computer Centers Inc.

900

47,831

25,088

CIGNA Corp

460

36,781

60,858

Cardinal Health Inc.

1,490

90,050

148,441

Chevron Corporation

1,875

154,150

158,321

Cisco Systems, Inc.

4,140

138,372

158,355

Citigroup, Inc.

4,526

109,354

231,111

Coors Adolph Co.

1,000

57,153

80,313

Corning Inc.

920

52,330

48,588

Cox Communications Inc.

1,310

60,800

60,998

Danaher Corporation

500

27,623

34,187

Darden Restaurants

1,450

27,623

33,169

Delta Airlines Inc.

320

14,854

16,060

Disney

2,750

101,651

79,579

EMC Corp.

1,390

62,349

92,435

Emerson Electric Corp.

520

29,000

40,983

Energizer Holdings Inc.

2.860

62,334

61,132

Exxon Mobil Corp.

1,627

78,783

141,448

FMC Corp.

480

26,855

34,410

*

First Midwest Bancorp, Inc.

1,625,303

16,274,140

46,727,461

Ford Motor Co.

1,250

29,477

29,297

Forest Labs

1,060

119,829

140,847

General Electric Corp.

5,730

112,969

274,685

Golden West Financial Corp.

2,210

104,623

149,175

Hartford Financial Service Group

980

70,907

69,212

Helmerich & Payne Inc.

1,580

42,306

69,322

Hewlett Packard Co.

2,360

134,667

74,489

Intel Corporation

3,170

71,108

95,300

Ivax Corp.

3,380

96,791

129,454

Johnson Controls Inc.

730

40,347

37,960

Juniper Networks Inc.

510

93,960

64,292

KLA Tencor Corp.

1,830

87,080

61,649

Keyspan Corp.

150

5,984

6,356

Kimberly Clark Corp.

1,800

104,079

127,242

Limited Inc.

2,260

55,010

38,562

McGraw Hill Companies

770

40,622

45,141

See accompanying Report of Independent Auditors

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN
(Plan 002: 36-3161078)

Schedule H, Line 4i - Schedule of Assets (Held At End of Year)

December 31, 2000

c. Description

a. (Note)

b. Identity of Issue

Maturity
Date

Interest
Rate

Par Value/
Number
of Shares

d. Cost

e. Current
Value

Merck & Co., Inc.

2,040

151,953

190,995

Merrill Lynch & Co. Inc

1,610

86,688

109,783

Microsoft Corp..

2,810

160,597

121,884

Minnesota Mining and Mfg. Co.

740

69,691

89,170

Morgan, J.P. & Co. Inc.

890

121,527

147,295

Morgan Stanley, Dean Witter

1,230

76,708

97,477

Oracle Systems Corp.

2,840

103,308

82,539

PMC-Sierra

520

74,721

40,885

Paycheck Inc.

420

22,139

20,422

Qwest Communications Intl. Inc.

2,390

113,528

97,691

Reliant Energy Inc.

3,840

163,490

166,322

Ryder Sys. Inc.

550

9,084

9,144

SBC Communications Inc.

2,040

115,944

97,410

Safeway, Inc.

1,030

40,240

64,375

Sanmina Corp.

1,110

102,750

85,054

Scientific Atlanta Inc.

1,170

63,170

38,099

Sun Microsystems

3,650

171,066

101,744

Sysco Corp.

4,340

76,209

130,200

Tiffany & Co.

1,490

51,445

47,121

Tyco Int'l Ltd. New

1,590

86,522

88,245

United Technologies Corp.

1,270

68,785

99,854

Veritas Software Corp.

810

92,980

70,875

Washington Mutual Inc.

2,720

117,831

144,331

Westvaco Corp.

1,120

34,699

32,691

Williams Companies

1,520

70,241

60,706

22,130,645

53,164,603

COMMON TRUST FUNDS

*

First Midwest Employee
Benefit Equity Fund

811,852

14,064,828

18,800,992

*

First Midwest Employee
Benefit Fixed Income Fund

269,267

3,258,518

3,994,463

See accompanying Report of Independent Auditors

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN
(Plan 002: 36-3161078)

Schedule H, Line 4i - Schedule of Assets (Held At End of Year)

December 31, 2000

c. Description

a. (Note)

b. Identity of Issue

Maturity
Date

Interest
Rate

Par Value/
Number
of Shares

d. Cost

e. Current
Value

Vanguard Total Stock Market
   Index Fund

1,892,733

1,780,894

Vanguard Small
   Capitalization Index Fund

1,567,766

1,396,204

Fidelity Diversified Fund

950,405

927,695

21,734,250

26,900,248

LOANS TO PARTICIPANTS

Participant Loans

Various

7% - 11%

¾

1,309,007

$

60,516,077

$

98,168,695

NOTE: An asterisk in column a. denotes an investment in an entity which is a "party-in-interest" as defined by ERISA.




See accompanying Report of Independent Auditors.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee of the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan has caused this annual report to be signed by the undersigned thereunto duly authorized.

 
 





Date: June 22, 2001

First Midwest Bancorp, Inc.
SAVINGS AND PROFIT SHARING PLAN



/s/ DONALD J. SWISTOWICZ
Donald J. Swistowicz
Member, Plan Committee and Principal Financial and Accounting Officer of First Midwest Bancorp, Inc.

Exhibit 23







CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-25136) pertaining to the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan of our report dated June 1, 2001 with respect to the financial statements and schedule of the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2000.







/s/Ernst & Young LLP




Chicago, Illinois
June 22, 2001