0000950131-95-002040.txt : 19950802 0000950131-95-002040.hdr.sgml : 19950802 ACCESSION NUMBER: 0000950131-95-002040 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950801 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61467 FILM NUMBER: 95557994 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 S-3 1 FORM S-3 As Filed with the Securities and Exchange Commission on August 1, 1995. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 FIRST MIDWEST BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware 36-3161078 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 300 Park Boulevard, Suite 405, Itasca, Illinois 60143-0459, (708) 875-7450 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Donald J. Swistowicz Executive Vice President First Midwest Bancorp, Inc. 300 Park Boulevard, Suite 405, Itasca, Illinois 60143-0459 (708) 875-7450 (Name, address, including zip code, and telephone number, including area code, of agent for service) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of the Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] CALCULATION OF REGISTRATION FEE
=============================================================================================== Proposed Proposed Amount maximum maximum Amount of Title of each class of to be offering price aggregate registration securities to be registered registered per share* offering price fee ----------------------------------------------------------------------------------------------- Common Stock, no par value 125,000 shares $27.00 $3,375,000 $1,165 ===============================================================================================
* Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, based on the average of the high and low prices of the Common Stock on the NASDAQ National Market System as quoted by the Wall Street Journal on July 27, 1995. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ There are 25 pages in this filing. Exhibit Index is located on page 19. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Subject to Completion, dated August 1, 1995 PROSPECTUS ____________, 1995 FIRST MIDWEST BANCORP, INC. 125,000 SHARES COMMON STOCK (NO PAR VALUE) First Midwest Bancorp, Inc. ("First Midwest" or the "Company"), a Delaware corporation and a bank holding company, offers hereby to sell to institutional and accredited investor clients of licensed broker/dealers a minimum of 75,000 shares, up to a maximum of 125,000 shares, of its no par value Common Stock ("Common Stock"), which is the only class of common stock currently authorized by the Company's Certificate of Incorporation. All of the shares being offered hereby are being sold by the Company. The Common Stock is quoted on the NASDAQ National Market System under the symbol "FMBI". On July 27, 1995 the last sale price of the Common Stock as reported on the NASDAQ National Market System was $27.00 per share. See "Price Range of Common Stock." SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.
================================================================================ Price to Distribution Proceeds to Public Expenses* Company Per Share................. $ 27.00 $ .28 $ 26.72 Total..................... $3,375,000 $35,300 $3,339,700 ================================================================================
* Includes distribution expenses to be paid to broker/dealers. PROSPECTUS SUMMARY The following is a summary of certain information contained elsewhere in this Prospectus. The summary is not complete and is qualified in its entirety by more detailed information contained elsewhere in this Prospectus and particularly in specific sections referred to below. Prospective purchasers of the shares of Common Stock offered hereby should carefully consider, among other things, the information set forth under the heading "Investment Considerations". THE COMPANY The Company is a Delaware corporation that was incorporated in 1982 for the purpose of becoming a multi-bank holding company. The subsidiaries ("Affiliates") of the Company include a commercial bank that is a national banking association, four nonbank Affiliates that offer trust, investment advisory, credit life insurance and mortgage banking related services in the same markets served by the bank and four inactive Illinois state-chartered banks. The Company, headquartered in the Chicago suburb of Itasca, Illinois, is Illinois' third largest publicly traded bank holding company with assets of approximately $2.9 billion at March 31, 1995. The Company's national bank affiliate, First Midwest Bank, National Association (the "Bank"), is engaged in the general commercial banking business which embraces all the usual functions of commercial and savings banking, including: accepting deposits; commercial and industrial, direct and indirect consumer lending; collections; safe deposit box operations; and other banking services tailored for both retail and commercial clients. The Bank operates 45 banking offices in northern Illinois with approximately 80% of its banking assets located in the suburban metropolitan Chicago area. Another approximate 13% of the Bank's assets are located in the "Quad-Cities" area of Western Illinois which includes the Illinois cities of Moline and Rock Island and the Iowa cities of Davenport and Bettendorf. The remaining assets of the Bank are located in the southeastern region of the state in Danville, Illinois. In each of the seven counties in which the Bank operates, it ranks among the top three banking or thrift institutions in market share of deposits. First Midwest Trust Company, N.A. (the "Trust Company") provides trust and administrative services to its clients, acting as executor, administrator, trustee, agent, and in various other fiduciary capacities. As of March 31, 1995, the Trust Company had approximately $1.2 billion in trust assets under management, comprised of accounts ranging from small personal investment portfolios to large corporate employee benefit plans. First Midwest Asset Management Company (the "Asset Management Company") provides investment advisory services to the Trust Company. First Midwest Insurance Company operates as a reinsurer of credit life, accident and health insurance sold through the Bank, primarily in conjunction with its consumer lending operations. First Midwest Mortgage Company (the "Mortgage Company") performs centralized residential real estate mortgage loan origination, sales and servicing operations previously conducted on a disparate basis by various offices of the Bank. The Company's office is located at 300 Park Boulevard, Suite 405, Itasca, Illinois, 60143-0459, and its telephone number is (708) 875-7450. 3 PENDING ACQUISITIONS The Company has entered into a definitive agreement to acquire CF Bancorp, Inc. ("CF"). CF is the holding company of Citizens Federal Savings Bank, F.S.B. ("Citizens Federal") which is headquartered in Davenport, Iowa with additional offices in Davenport and Bettendorf, Iowa. Citizens Federal had total assets of approximately $225 million as of March 31, 1995. Pursuant to the acquisition, to be accounted for as a pooling of interests, CF stockholders will receive 1.4545 shares of the Company's common stock for each share of CF common stock in a tax-free exchange. Based on the current market price of the Company's stock the transaction value of the acquisition approximates $36.0 million. See "Recent Developments" located on Page 9 of this Prospectus for additional information with respect to such acquisition. THE OFFERING Common Stock offered by the Company ............................. 125,000 shares Common Stock outstanding after the offering ............. 12,398,766/(1)/ shares Use of Proceeds ..................................... General corporate purposes NASDAQ National Market System Symbol ...................................... FMBI --------------- (1) Excludes 420,307 shares of Common Stock issuable upon the exercise of vested stock options outstanding under the Company's Stock Option Plan at July 27, 1995 and 1,333,000 shares of Common Stock issuable upon the consummation of the acquisition of CF. 4 Selected Consolidated Financial Data (dollar amounts in thousands, except per share data) The following table sets forth selected financial data of the Company and its subsidiaries on a consolidated basis for the periods indicated:
Quarters ended March 31, Years ended December 31, ----------------------- ----------------------------------------------------------------- 1995 1994 1994 1993 1992 1991 1990 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating Results Interest income............ $ 54,072 $ 42,917 $ 190,478 $ 169,925 $ 174,222 $ 207,048 $ 205,456 Interest expense........... 26,540 17,046 82,841 66,233 77,627 113,777 120,575 Net interest income........ 27,532 25,871 107,637 103,692 96,595 93,271 84,881 Provision for loan losses.. 1,632 1,512 8,486 11,432 15,452 15,492 8,480 Noninterest income......... 5,939 7,514 26,427 29,164 30,880 24,023 19,525 Noninterest expense........ 22,546 22,947 89,532 90,032 86,562 78,225 65,253 Restructure charge......... - - 3,900 - - - - Income tax expense......... 3,314 3,411 11,778 10,608 7,553 5,770 8,069 Net income................. $ 5,979 $ 5,515 $ 20,368 (1) $ 20,784 $ 17,908 $ 17,807 $ 22,604 ========================================================================================================================= Per Share Data Net income................. $ 0.49 $ 0.45 $ 1.67 (1) $ 1.68 $ 1.43 $ 1.42 $ 1.80 Cash dividends declared.... 0.19 0.17 0.68 0.60 0.52 0.52 0.52 Book value at period end... 16.41 16.27 15.26 16.37 15.15 14.23 13.25 Book value at period end, as adjusted................ 17.28 (2) 16.27 (2) 16.96 (2) 16.01 (2) 15.15 14.23 13.25 Market value at period end. 24.25 26.00 24.00 25.25 19.50 16.25 14.50 ========================================================================================================================= Performance Ratios Return on average equity... 12.61% 11.18% 10.61%(3) 10.78% 9.78% 10.32% 14.25% Return on average assets... 0.85% 0.85% 0.74%(3) 0.84% 0.78% 0.76% 1.03% Net interest margin - tax equivalent................. 4.26% 4.34% 4.24% 4.62% 4.71% 4.44% 4.39% ========================================================================================================================= March 31, December 31, ----------------------- ----------------------------------------------------------------- 1995 1994 1994 1993 1992 1991 1990 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance Sheet Highlights Total assets............... $2,883,815 $2,678,092 $2,875,101 $2,687,317 $2,297,220 $2,311,402 $2,368,306 Loans...................... 1,816,532 1,608,744 1,785,200 1,589,326 1,457,242 1,391,012 1,370,880 Deposits................... 1,979,294 1,882,930 1,994,408 1,933,996 1,882,368 1,865,374 1,937,450 Stockholders' equity....... 200,494 198,065 186,115 199,947 188,799 178,316 166,174 =========================================================================================================================
(1) Includes $3,900 pretax restructure charge, or $2,379 ($.20 per share) after tax. (2) Excludes the after-tax unrealized net appreciation/depreciation on securities available for sale existent as of the end of the period indicated. (3) Excluding the after-tax effect of the restructure charge of $2,379, return on average equity and return on average assets would have been 11.85% and .82%, respectively. 5 INVESTMENT CONSIDERATIONS Prospective purchasers should consider carefully the following factors associated with the ownership of the Common Stock together with the other information contained in this Prospectus. COMPETITION. Illinois, and more specifically the metropolitan Chicago area, is a highly competitive market for banking and related financial services. Since this area is the Company's focus market, the Bank and Mortgage Company are exposed to varying types and levels of competition from associated industries. In general, however, the Bank and Mortgage Company compete with other banking institutions, savings and loan associations, personal loan and finance companies, and credit unions within each market area. The Trust and Asset Management Companies compete with retail and discount stock brokers, investment advisors, mutual funds, insurance companies, and to a lesser extent, financial institutions. Factors influencing the type of competition experienced by the Trust and Asset Management Companies generally involve the variety of products and services that can be offered to clients. Satisfying the needs of the client, in terms of providing quality services and tailored products at competitive prices, primarily dictates the competitive advantage within the industry. LOAN PORTFOLIO RISKS. Inherent in the Company's banking operations are risks associated with the loan portfolio, including credit, interest rate, prepayment and liquidity risk. The Company manages such risks through adherence to policies and procedures designed to control and/or limit risk, such as underwriting and asset/liability policies and procedures. Further, loan loss reserve policies provide Management with recommended levels of loan reserves, mitigating the financial statement impact of unforeseen future losses on loans. Overall loan portfolio risk inherent in the Company is not believed by Management to be in excess of risks exposed to others in the same or similar industry. IMPACT OF INTEREST RATE CHANGES. Interest rate risk is an inherent part of the banking business as financial intermediaries gather deposits and borrow other funds to finance earning assets. Risk results when either contractual relationships or prevailing market conditions cause rates paid on deposits and other borrowings to reprice on a basis which does not coincide with the repricing events affecting yields on earning assets. If more assets than liabilities reprice in a given time period, the balance sheet is considered asset-sensitive. In a rising interest rate environment, this position would generally result in favorable growth in net interest income, and in a declining interest rate environment, net interest income would be adversely affected. Conversely, if more liabilities than assets reprice, the balance sheet is considered liability-sensitive. In a rising rate environment, this position would generally result in an adverse effect on net interest income, and in a declining interest rate environment the effect would be favorable. ECONOMIC CONDITIONS AND MONETARY POLICIES. Conditions beyond Management's control may have a significant impact on changes in net interest income from one period to another. Examples of such conditions could include: (a) the strength of credit demands by customers; (b) fiscal and debt management policies of the federal government, including changes in tax laws; (c) the Federal Reserve Board's monetary policy, including the percentage of deposits that must be held in the form of non-earning cash reserves; (d) the introduction and growth of new investment instruments and transaction accounts by non-bank financial competitors; and (e) changes in rules and regulations governing payment of interest on deposit accounts. GOVERNMENT REGULATION. The Company and its Affiliates are subject to regulation and supervision by various governmental regulatory authorities including, but not limited to, the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation (the "FDIC"), the Illinois Commissioner of Banks and Trust Companies, the Arizona Department of Insurance, the Internal Revenue Service and state taxing authorities. Financial institutions and their holding companies are extensively regulated under federal and state law. Federal and state laws and regulations generally applicable to financial institutions, such as the Company and the Affiliates, regulate, among other things, the scope of business, investments, reserves against deposits, capital levels relative to operations, the nature and amount of collateral for loans, the establishment of branches, mergers, consolidations and dividends. This supervision and regulation is intended primarily for the protection of the FDIC's bank insurance fund and depositors of a financial institution. Consequently, laws and regulations may impose limitations on the Company that may not be in the best interests of the Company and its stockholders. The effect of such statutes, regulations and policies can be significant, and cannot be predicted with a high degree of certainty. 6 FDIC INSURANCE PREMIUMS. The savings deposits of the Company and CF are insured up to $100,000 per insured member (as defined by law and regulation) by the FDIC with such insurance backed by the full faith and credit of the United States government. The Company's deposits are dominantly insured by the Bank Insurance Fund ("BIF") while CF's deposits are insured by the Savings Association Insurance Fund ("SAIF"), both of which are administered by the FDIC. As insurer, the FDIC assesses deposit insurance premiums and is authorized to conduct examinations of, and require reporting by, FDIC-insured institutions. Deposit insurance premiums are based upon risk classifications that are determined by the insured institution's capital ratios and the result of such institution's supervisory examinations. Institutions assigned higher risk classifications pay deposit insurance premiums at a higher rate than the institutions assigned lower risk classifications. The Company and CF are currently assessed an annual deposit insurance premium at a rate of $.23 per $100 of insured deposits, which is the lowest insurance rate imposed by the FDIC. The BIF is believed to have reached its legally required maximum funding level during the second quarter of 1995 and, if the FDIC confirms that such level has been achieved, the agency is allowed to lower the deposit insurance premium on BIF-insured deposits to an average of $.045 per $100 of deposits. The SAIF, however, is currently undercapitalized. Federal banking regulators and lawmakers are believed to be near an agreement on a plan to bolster the SAIF by the assessment of a special, one-time charge on SAIF-insured deposits of approximately .85% of such deposits. The assessment of such a charge is believed to be sufficient to recapitalize the SAIF and, at least initially, allow future SAIF-insured deposit premiums to be lowered to the same average premium applicable to BIF. Furthermore, after the special assessment is charged, federal banking regulators and law makers are believed to favor the merging of the BIF and SAIF Funds. Congressional hearings on the resolution of the BIF and SAIF issues have been held and future hearings are scheduled. The outcome of such hearings and the impact on deposit insurance premiums assessed by the BIF and SAIF, the potential assessment of a one-time charge on SAIF- insured deposits, as well as the likelihood of the merger of the BIF and SAIF cannot be determined at this time. ACQUISITION CHARGE. On or about December 31, 1995, the Company will consummate its earlier-announced acquisition of CF (see "Pending Acquisitions" located on page 4). Incident to such acquisition, the Company will record an acquisition charge (currently estimated to be in the range of $3,700 to $4,200.) The actual acquisition charge will be determined and recorded in the quarter in which the acquisition is consummated. Information with respect to the financial condition and results of operations for CF, including proforma financial statements of the Company reflecting such acquisition, is located beginning on page 9 of this Prospectus under the section entitled "Recent Developments". ANTI-TAKEOVER PROVISIONS. The Company has taken a number of actions which could have the effect of discouraging a takeover attempt that might be beneficial to stockholders who wish to receive a premium for their shares from a potential bidder. The Company has adopted a stockholder rights plan which would cause substantial dilution to a person who attempts to acquire the Company on terms not approved by the Company's Board of Directors. The stockholder rights plan may therefore have the effect of delaying or preventing any change in control and deterring any prospective acquisition of the Company. The Company's Certificate of Incorporation and By-laws also contain provisions which may have the effect of delaying or preventing a change in control. The provisions include: (i) the classification of the Board of Directors; (ii) the restriction that directors can only be removed for cause and only by a majority of the directors or by the vote of 67% of the voting securities of the Company; (iii) the authority of the Board of Directors to issue series of preferred stock with such voting rights and other provisions as the Board of Directors may determine; and (iv) a super-majority voting requirement to amend provisions of the Certificate of Incorporation and By-laws relating to the classification of the Board and removal of directors. In addition, Section 203 of the Delaware General Corporation Law may have the effect of discouraging takeover attempts directed at the Company. Furthermore, employment agreements with certain senior executives of the Company provide for severance pay in the event of a "Change of Control" of the Company as such term is defined in such agreements. 7 USE OF PROCEEDS The Company expects to receive approximately $3,339,700 from the sale of 125,000 shares of Common Stock in this Offering, after deducting estimated expenses. It is anticipated that the Company will use the net proceeds, including interest thereon, for general corporate purposes, including working capital and possible future acquisitions. Pending such use the net proceeds will be invested in short term discretionary investments. The Company presently has no agreements, commitments, understandings or arrangements for the use of the proceeds for acquisition purposes. PRICE RANGE OF COMMON STOCK The Company's Common Stock is quoted on the NASDAQ National Market System under the symbol "FMBI". The following table sets forth the high and low sales prices per share of the Common Stock as reported on the NASDAQ National Market System for the periods indicated:
HIGH LOW ------- ------- 1993: First Quarter.......................... $23 1/4 $19 1/4 Second Quarter......................... 25 21 3/4 Third Quarter.......................... 28 1/4 22 7/8 Fourth Quarter......................... 28 24 3/4 1994: First Quarter.......................... $26 1/2 $24 3/4 Second Quarter......................... 28 3/4 24 1/2 Third Quarter.......................... 28 1/2 24 3/4 Fourth Quarter......................... 28 1/2 22 1995: First Quarter.......................... $25 1/2 $23 1/4 Second Quarter......................... 24 3/4 23 1/2 Third Quarter (through July 27, 1995).. 27 1/4 24 1/4 ======= =======
As of July 12, 1995 there were 2,667 stockholders of record of the Common Stock. On July 27, 1995, the last reported sales price for the Common Stock on the NASDAQ National Market System was $27 per share. DIVIDEND POLICY The Company believes that is has a responsibility to reward its stockholders with a meaningful current return on their investment and, as part of the Company's dividend policy, the Board of Directors reviews the Company's dividend payout ratio periodically to ensure that it is consistent with internal capital guidelines and industry standards. As a result of improved performance from operations, the Company's Board of Directors has increased the quarterly dividend in each of the last three years as follows:
Dividends Annual % Increase Paid in Rate over Prior Year --------- ------- --------------- 1995 $ .76 12% 1994 $ .68 13% 1993 $ .60 15% ===== ===
COMMON STOCK REPURCHASE PROGRAM On November 17, 1993 the Company's Board of Directors authorized the purchase of up to 600,000 shares of its common stock on the open market or in private transactions. Since such authorization, 172,563 treasury shares were purchased at an average cost of $26.23 per share. The purchases, in part, are being used to fund the exercise of stock options by employees and sales of treasury stock to employee benefit plans. The Company intends to continue to utilize the common stock repurchase program as needs and market conditions warrant. 8 RECENT DEVELOPMENTS PENDING ACQUISITIONS AND PROFORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION. Pursuant to the acquisition of CF, as discussed on page 4, the following unaudited proforma condensed consolidated financial statements of the Company have been presented. Such financial statements give effect to the sale of shares of common stock offered by the Company hereby and the proposed acquisition of all of the issued and outstanding capital stock of CF, which will be accounted for using the pooling of interests method of accounting. The number of shares of common stock of the Company reflected as being issued and the net proceeds to be realized from the offering as presented in the proforma financial statements assume the estimated net proceeds to the Company of approximately $26.72 per share after the deduction of estimated expenses. The following proforma condensed consolidated financial statements are not necessarily indicative of the financial position or the results of operations of the consolidated entities as they may be in the future or as they might have been had the offering and the acquisition been consummated as of the beginning of the period covered. All financial information is presented in thousands of dollars, except per share data. FIRST MIDWEST BANCORP, INC. CF BANCORP, INC. PROFORMA CONDENSED STATEMENT OF CONDITION
MARCH 31, 1995 --------------------------------------------------- HISTORICAL -------------------- PROFORMA PROFORMA COMPANY CF ADJUSTMENTS CONSOLIDATED ---------- -------- ----------- ------------ ASSETS Cash and due from banks......................... $ 114,118 $ 4,334 $ 3,340 /(1)/ $ 117,592 (4,200)/(2)/ Funds sold and other short-term investments..... 13,296 2,065 --- 15,361 Securities available for sale................... 709,470 3,166 --- 712,636 Securities held to maturity..................... 138,474 94,917 --- 233,391 Loans........................................... 1,816,532 117,794 --- 1,934,326 Reserve for loan losses......................... (24,208) (1,062) --- (25,270) ---------- -------- ------- ---------- Net Loans..................................... 1,792,324 116,732 --- 1,909,056 ---------- -------- ------- ---------- Premises, furniture and equipment............... 41,503 1,753 --- 43,256 Accrued interest receivable and other assets.... 74,630 3,070 --- 77,700 ---------- -------- ------- ---------- Total Assets.................................. $2,883,815 $226,037 $ (860) $3,108,992 ========== ======== ======= ========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits........................................ $1,979,294 $136,941 $ --- $2,116,235 Short-term borrowings........................... 672,237 63,135 --- 735,372 Accrued interest payable and other liabilities.. 31,790 3,209 (1,638)/(2)/ 33,361 ---------- -------- ------- ---------- Total liabilities............................. 2,683,321 203,285 (1,638) 2,884,968 ---------- -------- ------- ---------- Stockholders' equity............................ 211,139 22,660 3,340 /(1)/ 234,577 (2,562)/(2)/ Unrealized net appreciation (depreciation) on securities available for sale /(3)/........... (10,645) 92 --- (10,553) ---------- -------- ------- ---------- Total Stockholders' Equity.................... 200,494 22,752 778 224,024 ---------- -------- ------- ---------- Total Liabilities and Stockholders' Equity.... $2,883,815 $226,037 $ (860) $3,108,992 ========== ======== ======= ========== ---------------
/(1)/ Reflects the net proceeds of the Common Stock being issued by the Company hereby assuming 125,000 shares are issued at $27.00 per share, net of expenses incurred. /(2)/ Reflects the maximum estimated acquisition charge ($4,200) and related tax benefit ($1,638) to be recorded incident to the Company's pending acquisition of CF. Such estimated charge includes severance and related personnel exit costs, contract termination fees, legal and accountants fees and other costs necessary to consummate the acquisition. /(3)/ Represents the difference, after tax, between the amortized cost and market value of securities available for sale. 9 FIRST MIDWEST BANCORP, INC. CF BANCORP, INC. PROFORMA CONDENSED STATEMENTS OF INCOME
QUARTER ENDED MARCH 31, 1995 -------------------------------------------------- HISTORICAL ----------- PROFORMA PROFORMA COMPANY CF ADJUSTMENTS CONSOLIDATED ----------- ------ ------------- ------------ INTEREST INCOME Interest and fees on loans........... $ 39,743 $2,525 $ --- $ 42,268 Interest on securities............... 14,060 1,577 --- 15,637 Interest on funds sold and other short-term investments....... 269 81 --- 350 ----------- ------ ------- ----------- Total interest income.............. 54,072 4,183 --- 58,255 ----------- ------ ------- ----------- INTEREST EXPENSE Interest on deposits................. 16,025 1,560 --- 17,585 Interest on short-term borrowings.... 10,515 930 (57)/(1)/ 11,388 ----------- ------ ------- ----------- Total interest expense............. 26,540 2,490 (57) 28,973 ----------- ------ ------- ----------- Net interest income................ 27,532 1,693 57 29,282 Provision for Loan Losses............ 1,632 16 --- 1,648 ----------- ------ ------- ----------- Net interest income after provision for loan losses........ 25,900 1,677 57 27,634 ----------- ------ ------- ----------- NONINTEREST INCOME................... 5,934 289 --- 6,223 SECURITIES TRANSACTIONS, NET......... 5 179 --- 184 NONINTEREST EXPENSE.................. 22,546 1,080 --- 23,626 ----------- ------ ------- ----------- Income before income tax expense... 9,293 1,065 57 10,415 INCOME TAX EXPENSE................... 3,314 336 22 /(1)/ 3,672 ----------- ------ ------- ----------- NET INCOME......................... $ 5,979 $ 729 $ 35 $ 6,743 =========== ====== ======= =========== NET INCOME PER SHARE............... $ 0.49 $ 0.49 =========== =========== AVERAGE SHARES OUTSTANDING......... 12,202,100 13,659,422 =========== =========== QUARTER ENDED MARCH 31, 1994 -------------------------------------------------- HISTORICAL ------------------- PROFORMA PROFORMA COMPANY CF ADJUSTMENTS CONSOLIDATED ----------- ------ ----------- ------------ INTEREST INCOME Interest and fees on loans........... $ 31,947 $2,311 $ --- $ 34,258 Interest on securities............... 10,927 840 --- 11,767 Interest on funds sold and other short-term investments....... 43 105 --- 148 ----------- ------ ------- ----------- Total interest income.............. 42,917 3,256 --- 46,173 ----------- ------ ------- ----------- INTEREST EXPENSE Interest on deposits................. 12,676 1,252 --- 13,928 Interest on short-term borrowings.... 4,370 330 (30)/(1)/ 4,670 ----------- ------ ------- ----------- Total interest expense............. 17,046 1,582 (30) 18,598 ----------- ------ ------- ----------- Net interest income................ 25,871 1,674 30 27,575 Provision for Loan Losses............ 1,512 4 --- 1,516 ----------- ------ ------- ----------- Net interest income after provision for loan losses.................. 24,359 1,670 30 26,059 ----------- ------ ------- ----------- NONINTEREST INCOME................... 6,234 344 --- 6,578 SECURITIES TRANSACTIONS, NET......... 1,280 176 --- 1,456 NONINTEREST EXPENSE.................. 22,947 1,048 --- 23,995 ----------- ------ ------- ----------- Income before income tax expense... 8,926 1,142 30 10,098 INCOME TAX EXPENSE................... 3,411 422 12 /(1)/ 3,845 ----------- ------ ------- ----------- NET INCOME......................... $ 5,515 $ 720 $ 18 $ 6,253 =========== ====== ======= =========== NET INCOME PER SHARE............... $ 0.45 $ 0.46 =========== =========== AVERAGE SHARES OUTSTANDING......... 12,195,341 13,652,663 =========== ===========
/(1)/ Represents estimated interest expense reduction and related tax expense incurred assuming deployment of the net proceeds of 125,000 shares of Common Stock being issued by the Company; such interest on proceeds was calculated based upon interest and tax rates in effect for each period presented. 10 FIRST MIDWEST BANCORP, INC. CF BANCORP, INC. PROFORMA CONDENSED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31, 1994 ----------------------------------------------------------------- HISTORICAL --------------------------- PROFORMA PROFORMA COMPANY CF ADJUSTMENTS CONSOLIDATED ----------- ---------- ----------- ------------ INTEREST INCOME Interest and fees on loans................. $ 140,765 $ 9,541 $ --- $ 150,306 Interest on securities..................... 47,996 4,982 --- 52,978 Interest on funds sold and other short-term investments............. 1,717 358 --- 2,075 ----------- ------- ----- ----------- Total interest income.................... 190,478 14,881 --- 205,359 ----------- ------- ----- ----------- INTEREST EXPENSE Interest on deposits....................... 56,230 5,311 --- 61,541 Interest on short-term borrowings.......... 26,611 2,640 (152)/(1)/ 29,099 ----------- ------- ----- ----------- Total interest expense................... 82,841 7,951 (152) 90,640 ----------- ------- ----- ----------- Net interest income...................... 107,637 6,930 152 114,719 PROVISION FOR LOAN LOSSES.................. 8,486 57 --- 8,543 ----------- ------- ----- ----------- Net interest income after provision for loan losses........................ 99,151 6,873 152 106,176 ----------- ------- ----- ----------- NONINTEREST INCOME......................... 25,167 1,334 --- 26,501 SECURITIES TRANSACTIONS, NET............... 1,260 439 --- 1,699 NONINTEREST EXPENSE........................ 93,432 4,275 --- 97,707 ----------- ------- ----- ----------- Income before income tax expense......... 32,146 4,371 152 36,669 INCOME TAX EXPENSE......................... 11,778 1,581 59 /(1)/ 13,418 ----------- ------- ----- ----------- NET INCOME............................... $ 20,368 $ 2,790 $ 93 $ 23,251 =========== ======= ===== =========== NET INCOME PER SHARE..................... $ 1.67 $ 1.71 =========== =========== AVERAGE SHARES OUTSTANDING............... 12,160,831 13,618,153 =========== =========== YEAR ENDED DECEMBER 31, 1993 ----------------------------------------------------------------- HISTORICAL --------------------------- PROFORMA PROFORMA COMPANY CF ADJUSTMENTS CONSOLIDATED ----------- ---------- ----------- ------------ INTEREST INCOME Interest and fees on loans................. $ 128,696 $ 9,943 $ --- $ 138,639 Interest on securities..................... 40,427 3,727 --- 44,154 Interest on funds sold and other short-term investments............. 802 357 --- 1,159 ----------- ------- ----- ----------- Total interest income.................... 169,925 14,027 --- 183,952 ----------- ------- ----- ----------- INTEREST EXPENSE Interest on deposits....................... 55,491 5,266 --- 60,757 Interest on short-term borrowings.......... 10,742 1,675 (108)/(1)/ 12,309 ----------- ------- ----- ----------- Total interest expense................... 66,233 6,941 (108) 73,066 ----------- ------- ----- ----------- Net interest income...................... 103,692 7,086 108 110,886 Provision for Loan Losses.................. 11,432 65 --- 11,497 ----------- ------- ----- ----------- Net interest income after provision for loan losses........................ 92,260 7,021 108 99,389 ----------- ------- ----- ----------- NONINTEREST INCOME......................... 27,937 1,666 --- 29,603 SECURITIES TRANSACTIONS, NET............... 1,227 88 --- 1,315 NONINTEREST EXPENSE........................ 90,032 4,006 --- 94,038 ----------- ------- ----- ----------- Income before income tax expense......... 31,392 4,769 108 36,269 INCOME TAX EXPENSE......................... 10,608 1,760 42 /(1)/ 12,410 ----------- ------- ----- ----------- Net income before cumulative adjustments. 20,784 3,009 66 23,859 CUMULATIVE ADJUSTMENT FOR CHANGE IN ACCOUNTING PRINCIPLES............... --- 435 --- 435 ----------- ------- ----- ----------- NET INCOME............................... $ 20,784 $ 3,444 $ 66 $ 24,294 =========== ======= ===== =========== NET INCOME PER SHARE..................... $ 1.68 $ 1.76 =========== =========== AVERAGE SHARES OUTSTANDING............... 12,369,326 13,826,648 =========== ===========
/(1)/ Represents estimated interest expense reduction and related tax expense incurred assuming deployment of the net proceeds of 125,000 shares of Common Stock being issued by the Company; such interest on proceeds was calculated based upon interest and tax rates in effect for each period presented. 11 FIRST MIDWEST BANCORP, INC. CF BANCORP, INC. PROFORMA CONDENSED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1992 --------------------------------------------------------------------------- HISTORICAL ------------------------------- PROFORMA PROFORMA COMPANY CF ADJUSTMENTS CONSOLIDATED ----------- ------------ ----------- ------------ INTEREST INCOME Interest and fees on loans................ $ 130,379 $10,292 $ --- $ 140,671 Interest on securities.................... 42,671 2,075 --- 44,746 Interest on funds sold and other short-term investments............ 1,172 354 --- 1,526 ----------- ------- ----- ----------- Total interest income................... 174,222 12,721 --- 186,943 ----------- ------- ----- ----------- INTEREST EXPENSE Interest on deposits...................... 70,505 6,505 --- 77,010 Interest on short-term borrowings......... 7,122 115 (123)/(1)/ 7,114 ----------- ------- ----- ----------- Total interest expense.................. 77,627 6,620 (123) 84,124 ----------- ------- ----- ----------- Net interest income..................... 96,595 6,101 123 102,819 Provision for Loan Losses................. 15,452 156 --- 15,608 ----------- ------- ----- ----------- Net interest income after provision for loan losses...................... 81,143 5,945 123 87,211 ----------- ------- ----- ----------- NONINTEREST INCOME........................ 25,449 1,416 --- 26,865 SECURITIES TRANSACTIONS, NET.............. 5,431 179 --- 5,610 NONINTEREST EXPENSE....................... 86,562 4,259 --- 90,821 ----------- ------- ----- ----------- Income before income tax expense........ 25,461 3,281 123 28,865 INCOME TAX EXPENSE........................ 7,553 1,287 47 /(1)/ 8,887 ----------- ------- ----- ----------- NET INCOME.............................. $ 17,908 $ 1,994 $ 76 $ 19,978 =========== ======= ===== =========== NET INCOME PER SHARE.................... $ 1.43 $ 1.43 =========== =========== AVERAGE SHARES OUTSTANDING.............. 12,486,228 13,943,550 =========== ===========
/(1)/ Represents estimated interest expense reduction and related tax expense incurred assuming deployment of the net proceeds of 125,000 shares of Common Stock being issued by the Company; such proceeds were assumed to be subject to interest and tax rates in effect for each period presented. 12 PLAN OF DISTRIBUTION The Company intends to offer and sell the Common Stock through one or more licensed broker/dealers to institutional and accredited investors. The Company intends to sell a minimum of 75,000 shares and may sell up to the maximum of 125,000 shares. Once the minimum number of shares are sold, the Company may elect to discontinue the offering. LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Hinshaw & Culbertson, Chicago, Illinois. EXPERTS The consolidated financial statements of the Company as of December 31, 1994 and for each of the years in the three-year period ended December 31, 1994 have been incorporated by reference herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, which report is incorporated by reference herein upon the authority of such firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP contains an explanatory paragraph describing the Company's change in the method of accounting for investments at December 31, 1993 to adopt the provisions of Financial Accounting Standards Board Statement No. 115 and the change in the method of accounting for income taxes in 1993 to adopt the provisions of Financial Accounting Standards Board Statement No. 109. The consolidated financial statements of CF as of June 30, 1994 and for each of the years in the three-year period ended June 30, 1994 have been incorporated by reference herein in reliance upon the report of McGladrey & Pullen, LLP, independent certified public accountants, which report is incorporated by reference herein upon the authority of such firm as experts in accounting and auditing. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the"Commission") (File Number 0-10967). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities of the Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Regional Offices of the Commission at the following locations; Seven World Trade Center, Suite 1300, New York, New York, 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. This Prospectus constitutes a part of a Registration Statement filed by the Company with the Commission under the Securities Act of 1933, as amended, (the "Securities Act"). This prospectus does not contain all of the information set forth in the Registration Statement, certain items of which are contained in exhibits to the Registration Statement as permitted by the rules and regulations of the Commission. Reference is hereby made to the Registration Statement and to the exhibits thereto for further information with respect to the Company. Any statements contained herein concerning the provisions of any contract, agreement or other document are not necessarily complete and, in each instance, reference is made to the copy of such contract, agreement or other document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents which have heretofore been filed by the Company or CF with the Commission are incorporated by reference in this Prospectus. 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. 13 3. The Company's Current Report on Form 8-K dated June 1, 1995. 4. The description of the Common Stock, no par value, and Preferred Stock purchase rights associated with the Common Stock of the Company, no par value, as contained in the Company's Registration Statement on Form 8-A, dated February 17, 1989, as amended by subsequently filed reports on Form 10-K. 5. CF's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1994. 6. CF's Quarterly Reports on Form 10-Q for the quarters ended September 30, 1994, December 31, 1994 and March 31, 1995. 7. CF's Current Reports on Form 8-K dated April 7, 1995 and June 5, 1995. All documents filed by the Company and CF with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated herein by reference and to be a part hereof. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein (or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Prospectus, except as so modified or superseded. This Prospectus incorporates documents by references which are not presented herein or delivered herewith. Such documents (other than exhibits to such documents unless such exhibits are specifically incorporated by reference) are available to any person, including any beneficial owner, to whom this Prospectus is delivered, on written or oral request, without charge, directed to First Midwest Bancorp, Inc. at its principal executive offices, 300 Park Boulevard, Suite 405, Itasca, Illinois 60143-0459, Attention Corporate Communications Director (708) 875-7450. 14 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Estimated expenses in connection with the issuance and distribution of the Common Stock are as follows: Registration fee - Securities and Exchange Commission $ 1,165 Printing of Registration Statement and Prospectus 2,500 Attorneys' fees and expenses 5,000 Accountants' fees and expenses 10,000 Miscellaneous 16,635 ------- Total $35,300 =======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to an action (other than an action by or in the right of the corporation) by reason of his service as a director or officer of the corporation, or his service, at the corporation's request, as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees) that are actually and reasonably incurred by him ("Expenses"), and judgments, fines and amounts paid in settlement that are actually and reasonably incurred by him, in connection with the defense or settlement of such action, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Although Delaware law permits a corporation to indemnify any person referred to above against Expenses in connection with the defense or settlement of an action by or in the right of the corporation, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, if such person has been judged liable to the corporation, indemnification is only permitted to the extent that the Court of Chancery (or the court in which the action was brought) determines that, despite the adjudication of liability, such person is entitled to indemnity for such Expenses as the court deems proper. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made (1) by a majority vote of a quorum of disinterested members of the board of directors, or (2) by independent legal counsel in a written opinion, if such a quorum does not exist or if the disinterested directors so direct, or (3) by the stockholders. The General Corporation Law of the State of Delaware also provides for mandatory indemnification of any director, officer, employee or agent against Expenses to the extent such person has been successful in any proceeding covered by the statute. In addition, the General Corporation Law of the State of Delaware provides the general authorization of advancement of a director's or officer's litigation expenses in lieu of requiring the authorization of such advancement by the board of directors in specific cases, and that indemnification and advancement of expenses provided by the statute shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement or otherwise. The Company's Amended and Restated By-laws provide for indemnification of the Company's directors, officers, employees and other agents to the fullest extent not prohibited by the Delaware law. The Company has entered into agreements to indemnify its directors and executive officers, in addition to the indemnification provided for in the Company's Amended By-Laws. These agreements, among other things, will indemnify the Company's directors and executive officers for all direct and indirect expenses and costs (including, without limitation, all reasonable attorneys' fees and related disbursement, other out of pocket costs and reasonable compensation for time spent by such persons for which they are not otherwise compensated by the Company or any third party) and liabilities of any type whatsoever (including, but not limited to, judgments, fines and settlement fees) actually and reasonably incurred by such person in connection with either the investigation, defense, settlement or appeal of any threatened, pending or completed action suit or other proceeding, including any action by or in the right of the corporation, arising out of such person's services as a director, officer, employee or other agent of the Company, any subsidiary of the Company or any other company or enterprise to which the person provides services at the request of the Company. The Company believes that these provisions and agreements are necessary to attract and retain talented and experienced directors and officers. II-1 15 The Company's Certificate of Incorporation is consistent with Section 102(b)(7) of the Delaware General Corporation Law, which generally permits a company to include a provision limiting the personal liability of a director in the company's certificate of incorporation. With limitations, this provision eliminates the personal liability of the Company's directors to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. However, this provision does not eliminate director liability: (1) for breaches of duty of loyalty to the Company and its stockholders; (2) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) for transactions from which a director derives improper personal benefit; or (4) under Section 174 of the Delaware General Corporation Law ("Section 174"). Section 174 makes directors personally liable for unlawful dividends and stock repurchases or redemptions and expressly sets forth a negligence standard with respect to such liability. While this provision protects the directors from awards for monetary damages for breaches of their duty of care, it does not eliminate their duty of care. The limitations in this provision have no effect on claims arising under the federal securities laws. The Company maintains liability insurance for the benefit of its directors and officers. ITEM 16. EXHIBITS. See Exhibit Index on Page II-5. ITEM 17. UNDERTAKINGS. (a) 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 this 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. (b) 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 provisions set forth or described in Item 15 of this Registration Statement, 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 Securities Act of 1933 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 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 itself is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. (c) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. II-2 16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Itasca, State of Illinois, this 1st day of August, 1995. FIRST MIDWEST BANCORP, INC. By: ROBERT P. O'MEARA ------------------------------------- Robert P. O'Meara President and Chief Executive Officer POWER OF ATTORNEY The undersigned officers and directors of First Midwest Bancorp, Inc., do hereby constitute and appoint Robert P. O'Meara and Donald J. Swistowicz, and either one of them, as their attorneys-in-fact with power and authority to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to the Registration Statement, to any and all amendments, both pre-effective and post- effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all that said attorneys-in-fact or any of them shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on August 1, 1995 by the following persons in the capacities indicated. Signature Capacity --------- -------- CLARENCE D. OBERWORTMANN Chairman of the Board of Directors -------------------------------- Clarence D. Oberwortmann ANDREW B. BARBER Vice Chairman of the Board of Directors -------------------------------- Andrew B. Barber ROBERT P. O'MEARA President, Principal Executive Officer -------------------------------- and Director Robert P. O'Meara Executive Vice President, Principal -------------------------------- Operating Officer and Director John M. O'Meara DONALD J. SWISTOWICZ Executive Vice President, Principal -------------------------------- Financial and Accounting Officer Donald J. Swistowicz Director -------------------------------- Bruce S. Chelberg II-3 17 Director -------------------------------- O. Ralph Edwards JOSEPH W. ENGLAND Director -------------------------------- Joseph W. England THOMAS M. GARVIN Director -------------------------------- Thomas M. Garvin ALAN M. HALLENE Director -------------------------------- Alan M. Hallene SISTER NORMA JANSSEN, O.S.F. Director -------------------------------- Sister Norma Janssen, O.S.F. ROBERT E. JOYCE Director -------------------------------- Robert E. Joyce FRANK J. TURK, SR. Director -------------------------------- Frank J. Turk, Sr. J. STEPHEN VANDERWOUDE Director -------------------------------- J. Stephen Vanderwoude II-4 18
EXHIBIT INDEX Sequential Exhibits Description Page No. -------- -------------------------------------------------- ---------- 4 Form of Company's Common Stock Certificate 21 5 Opinion of Hinshaw & Culbertson regarding legality 23 23.1 Consent of KPMG Peat Marwick LLP 24 23.2 Consent of Hinshaw & Culbertson (included in Exhibit 5) 23 23.3 Consent of McGladrey & Pullen, LLP 25 24 Power of Attorney (contained on the signature page hereto) 17
II-5 19 ================================================================================ No dealer, salesperson or other person has been authorized to give any information or to make any representations not contained or incorporated by reference in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or solicitation of an offer to buy to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create an implication that the information contained herein is current as of any time subsequent to the date hereof.
-------------------- TABLE OF CONTENTS Page ---- Prospectus Summary ................................................. 3 Investment Considerations .......................................... 6 Use of Proceeds .................................................... 8 Price Range of Common stock ........................................ 8 Dividend Policy .................................................... 8 Common Stock Repurchase Program .................................... 8 Recent Developments ................................................ 9 Plan of Distribution ............................................... 13 Legal Matters ...................................................... 13 Experts ............................................................ 13 Available Information .............................................. 13 Incorporation of Certain Documents by Reference .................... 13 ================================================================================
================================================================================ 125,000 Shares FIRST MIDWEST BANCORP, INC. COMMON STOCK -------------------- PROSPECTUS -------------------- AUGUST __, 1995 ================================================================================ II-6 20 EX-4 2 STOCK CERTIFICATE Exhibit 4 (FRONT OF STOCK CERTIFICATE) CU Number No. of Shares Incorporated under the Laws of the State of Delaware FIRST MIDWEST BANCORP, INC. THIS CERTIFIES THAT (CU Number) CUSIP No. (insert no.) First Midwest Bancorp, Inc. is the owner of (no. of shares) full paid and nonassessable shares, no par value, of the common stock of FIRST MIDWEST BANCORP, INC., transferrable on the books of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent. Witness the seal of the corporation (corporate seal here) and the signatures of its duly authorized officers. Dated: (date) Signed by: ALAN R. MILASIUS C. D. OBERWORTMANN Corporate Secretary Chairman of the Board Exhibit 4 (BACK OF STOCK CERTIFICATE) FIRST MIDWEST BANCORP, INC. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS, OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, dated as of February 15, 1989 (the "Rights Agreement"), between First Midwest Bancorp, Inc. (the "Company") and the First National Bank of Chicago, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for shares of Common Stock, may expire, may become void (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or certain transferees thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after receipt of a written request therefor. The following abbreviations, when used in the inscription of the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian - Under Uniform Gifts to Minors Act (insert State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For value received, (insert name) hereby sell, assign, and transfer unto (identify assignee, with social security no., name and address, including postal zip) Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint (insert name) Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated: (insert date) Signed by: (Assignor) EX-5 3 LEGAL OPINION Exhibit 5 HINSHAW & CULBERTSON Belleville, Illinois Suite 300 Waukegan, Illinois Bloomington, Illinois 222 North LaSalle Street Ft. Lauderdale, Florida Champaign, Illinois Chicago, Illinois 60601-1081 Miami, Florida Joliet, Illinois Tampa, Florida Lisle, Illinois 312-704-3000 St. Louis, Missouri Peoria, Illinois _________ Appleton, Wisconsin Rockford, Illinois Brookfield, Wisconsin Springfield, Illinois Telefax 312-704-3001 Milwaukee, Wisconsin July 31, 1995 WRITER'S DIRECT DIAL NO. FILE NO. (312)704-3852 728693 First Midwest Bancorp, Inc. 300 Park Boulevard, Suite 405 P.O. Box 459 Itasca, Illinois 60143-0459 RE: REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: You have requested our opinion in connection with the above- referenced registration statement, (the "Registration Statement") for the resignation of up to 125,000 shares of Common Stock, no par value per share, of the Company (the "Shares"). In arriving at the opinion expressed below, we have examined the Registration Statement and such other documents as we have deemed necessary to enable us to express the opinion hereinafter set forth. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms and conditions set forth in the Registration Statement, will be validly issued, fully paid and non-assessable. We hereby consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement and to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, TIMOTHY M. SULLIVAN Timothy M. Sullivan TMS/mm A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS EX-23.1 4 CONSENT OF KPM LLP Exhibit 23.1 KPMG Peat Marwick LLP The Board of Directors First Midwest Bancorp, Inc. We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. KPMG PEAT MARWICK LLP Chicago, Illinois July 31, 1995 EX-23.3 5 CONSENT OF MCGLADREY Exhibit 23.3 MCGLADREY & PULLEN, LLP RSM ----------------------- --- Certified Public Accountants and Consultants International Independent Auditor's Consent We consent to the incorporation by reference in the Registration Statement on Form S-3 of First Midwest Bancorp, Inc., pertaining to the registration of 125,000 shares of its Common Stock, of our report dated July 29, 1994, accompanying the consolidated financial statements incorporated by reference in the Form 10-KSB Annual Report of CF Bancorp, Inc. for the fiscal year ended June 30, 1994 and to the reference to our firm under the heading "Experts" in the prospectus. MCGLADREY & PULLEN, LLP Davenport, Iowa July 31, 1995 Worldwide 220 North Main Street, Suite 900 Services Davenport, Iowa 52801-1992 Through (319) 326-5111 FAX (319) 324-6939 RSM International