-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HUt1F5zMDzs3AijmByICybm+I+VSak1peV1lhTLqIWb1J3kcnXOxHGaieJ3V+uYX 5hM/vSgyoWDC2mTTknzCdw== 0000950131-95-002791.txt : 19951006 0000950131-95-002791.hdr.sgml : 19951006 ACCESSION NUMBER: 0000950131-95-002791 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951005 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-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-62581 FILM NUMBER: 95578886 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-4/A 1 AMEND #1 TO S-4 (No. 33-62581) ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-effective Amendment No. 1 FORM S-4 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 FIRST MIDWEST BANCORP, INC. (Exact name of registrant as specified in its charter) 6022 (Primary Standard Industrial Classification Code Number) 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) Copy to: TIMOTHY M. SULLIVAN HINSHAW & CULBERTSON 222 NORTH LASALLE STREET SUITE 300 CHICAGO, ILLINOIS 60601-1081 (312) 704-3000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: Upon consummation of the Merger as described in the Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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......... 1,439,341 $27.07 $38,964,634 $13,436 Preferred Share Purchase Rights**.. - - - - ==============================================================================================
* Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(1) based upon the average of the bid and asked price of CF Bancorp, Inc. Common Stock on September 5, 1995. ** The registrant is also registering Preferred Share Purchase Rights which are evidenced by the Certificates for the Common Stock being registered in a ratio of one Preferred Share Purchase Right for each share of Common Stock. 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. MEETING INFORMATION GENERAL This Proxy Statement of CF and Prospectus of First Midwest is being furnished to the Stockholders of CF in connection with the solicitation by the Board of Directors of CF of proxies to be voted at the Special Meeting of holders of CF Common Stock to be held on November 20, 1995, and any adjournment thereof. The purpose of the Special Meeting and of the solicitation is to obtain approval of the holders of CF Common Stock of the Agreement and Plan of Merger, the Charter Amendment and the transaction of such other business as may properly come before the meeting or any adjournments thereof. Each copy of this Proxy Statement/Prospectus mailed to holders of CF Common Stock is accompanied by a form of proxy for use at the Special Meeting. DATE, PLACE AND TIME The Special Meeting will be held at the main offices of Citizens Federal, 101 West Third Street, Davenport, Iowa, on November 20, 1995, at 2:00 p.m. (local time). RECORD DATE The close of business on October 4, 1995 has been fixed by the Board of Directors of CF as the Record Date for the determination of Stockholders entitled to notice of, and to vote at, the Special Meeting. On that date there were outstanding and entitled to vote 916,496 shares of CF Common Stock, of which 188,136 shares (20.53%), exclusive of options, were held by directors and executive officers of CF. First Midwest's directors and executive officers do not own any shares of CF Common Stock. Each outstanding share of CF Common Stock entitles the record holder thereof to one vote on all matters to be acted upon at the Special Meeting. REQUIRED VOTE - THE MERGER The DGCL requires that the Agreement and Plan of Merger be approved by the affirmative vote of the holders of a simple majority outstanding shares of CF Common Stock. THE CHARTER AMENDMENT Under the Agreement and Plan of Merger, adoption of the Charter Amendment is a condition precedent to First Midwest's obligations to consummate the Merger. The Charter Amendment will repeal a special charter provision, which prohibits any stockholder who beneficially owns (as defined in Rule 13d-3 of the Exchange Act) more than 10% of the outstanding shares of CF's Common Stock from voting any shares of such Common Stock held in excess of 10% of the outstanding shares of CF's Common Stock. This special charter provision is primarily intended to dissuade third parties from attempting to acquire control of, or a substantial equity interest in, CF, without the approval of CF's Stockholders. The affirmative vote of the holders of at least 80% of the voting power of the shares of CF's outstanding Common Stock entitled to vote on the Charter Amendment (after giving effect to the special charter provision) is required to approve and adopt the Charter Amendment. First Midwest and CF have agreed that in the event the Stockholders of CF do not approve the Charter Amendment they will waive this approval as a condition precedent to the consummation of the Merger. Since the Charter Amendment is being proposed only in connection with the Agreement and Plan of Merger and the Stockholders would lose the benefits of the special charter provision if the Merger is not consummated, the Board of Directors believes it is in the best interests of CF and its Stockholders to abandon the Charter Amendment, in accordance with the DGCL, if the Merger is not consummated. Therefore, if the Charter Amendment is approved but the Merger is not consummated, the Board of Directors intends to abandon the Charter Amendment and not repeal the Special Charter Provisions. 16 APPENDIX B 500 NORTH BROADWAY ST. LOUIS, MISSOURI 63102 314-342-2000 Stifel, Nicolaus - ----------------------------------- & COMPANY, INCORPORATED October 2, 1995 Board of Directors CF Bancorp, Inc. 101 West Third Street Davenport, IA 52801 Members of the Board: We understand that CF Bancorp, Inc. ("CFBC") entered into an Agreement and Plan of Merger (the "Agreement") by and between First Midwest Bancorp, Inc. ("FMBI") executed May 31, 1995. As is set forth in the Agreement each outstanding share of common stock of FMBI will be exchanged for 1.4545 common shares of FMBI ("Merger Consideration"). In connection therewith, you have requested our opinion as to the fairness of the Merger Consideration, from a financial point of view, to the shareholders of CFBC. Stifel, Nicolaus & Company, Incorporated is an investment banking and securities firm with membership on all principal U.S. securities exchanges. As part of our investment banking services, we are regularly engaged in the independent valuation of securities in connection with negotiated underwritings, private placements, merger and acquisition transactions and recapitalizations. During the course of our engagement, we reviewed and analyzed material bearing upon the financial and operating condition of CFBC and FMBI and material prepared in connection with the proposed transaction, including among other things, the following: the Agreement; certain publicly available information concerning CFBC and FMBI, including financial statements and Consolidated Reports of Condition and Income for each of the six years ended December 31, 1994, and for the six months ended June 30, 1995, for FMBI and each of the seven years ended June 30, 1995, for CFBC; the nature and terms of recent sale and merger transactions involving banks, thrifts and holding companies for such institutions that we consider relevant; historical and current market data for CFBC and FMBI common stock, and financial and other information provided to us by management of CFBC and FMBI. In addition, we have conducted meetings with members of the senior management of CFBC and FMBI. We evaluated the pro forma ownership of FMBI common stock by CFBC stockholders, relative to the pro forma contribution of CFBC's assets, liabilities, equity and earnings to the pro forma combined entity. We also took into account our experience in other transactions, as well as our knowledge of the banking and thrift industry and our general experience in securities valuations. Over a Century of Knowledge and Service - -------------------------------------------------------------------------------- MEMBER SIPC AND MEMBERS, NEW YORK STOCK EXCHANGE, INC., CHICAGO AND AMERICAN STOCK EXCHANGES B-1 In rendering this opinion, we have assumed, without independent verification, the accuracy and completeness of the financial and other information and representations provided to us by CFBC and FMBI. With respect to the financial forecasts of CFBC provided to us by CFBC's management, we assumed for purposes of our opinion that they were reasonably prepared on bases reflecting the best available estimates and judgments of CFBC's management at the time of preparation as to the future financial performance of CFBC and that they provided a reasonable basis upon which we could form our opinion. We also assumed that there were no material changes in CFBC's or FMBI's assets, financial condition, results of operations, business or prospects since the date of the last financial statements made available to us. We relied on advice of counsel to CFBC as to all legal matters with respect to CFBC, the Merger, the Merger Agreement and the transactions and other matters contained or contemplated therein. In addition, we did not make or obtain an independent evaluation, appraisal or physical inspection of the assets, individual properties or liabilities of CFBC or FMBI, nor were we furnished with any such appraisal. Further, our opinion is based on economic, monetary, market and other conditions existing as of the date hereof. No opinion is expressed as to the prices at which any securities of CFBC or FMBI, including the CFBC Common Stock or FMBI Common Stock, might trade in the future. Based on the foregoing and our experience as investment bankers, we are of the opinion that, as of the date hereof, the Merger Consideration to be received by the stockholders of CFBC, as described in the Agreement, is fair to the stockholders of CFBC from a financial point of view. Sincerely, STIFEL, NICOLAUS & COMPANY, INCORPORATED B-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, First Midwest has duly caused this Pre-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Itasca, State of Illinois, this 4th day of October, 1995. FIRST MIDWEST BANCORP, INC. By: ROBERT P. O'MEARA ------------------------------- Robert P. O'Meara President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on October 4, 1995 by the following persons in their 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 JOHN M. 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 BRUCE S. CHELBERG * Director - ---------------------------- Bruce S. Chelberg Signature Capacity - ---------------------------------- ---------------------------------- O. RALPH EDWARDS * 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 * By Donald J. Swistowicz, Attorney-in-Fact EXHIBIT INDEX
Footnote Number Reference - ----------- --------- 2.1 Agreement and Plan of Merger - filed herewith as Appendix A * 2.2 Stock Option Agreement - filed herewith as Appendix E * 3 Restated Certificate of Incorporation - incorporated herein by reference * 3.1 Restated Bylaws of First Midwest - incorporated herein by reference * 4 Rights Agreement - incorporated herein by reference * 4.1 Certificate of Amendment of Certificate of Designation of Series A Preferred * Stock - incorporated herein by reference 5 Opinion of Hinshaw & Culbertson regarding legality * 8 Opinion of Hinshaw & Culbertson regarding certain tax matters ** 23.1 Consent of KPMG Peat Marwick LLP * 23.2 Consent of McGladrey & Pullen, LLP * 23.3 Consent of Hinshaw & Culbertson (included in Exhibits 5 and 8) ** 23.4 Consent of Stifel, Nicolaus & Company, Incorporated ** 24 Power of Attorney (contained on the Signature page) * 99.1 Form of Letter to Stockholders of CF ** 99.2 Form of Notice of Special Meeting of Stockholders of CF * 99.3 Form of Proxy to be delivered to Stockholders of CF *
Footnote Reference ------------------ * Filed with Form S-4 on September 11, 1995; no change to Exhibit to be filed as part of the pre-effective amendment to the Form S-4. ** Filed herewith as part of the pre-effective amendment to the Form S-4. EX-8 2 EXHIBIT 8 EXHIBIT 8 HINSHAW & CULBERTSON BELLEVILLE, ILLINOIS SUITE 300 WAUKEGAN, ILLINOIS BLOOMINGTON, ILLINOIS 222 NORTH LA SALLE 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 TELEFAX 312.704.3001 BROOKFIELD, WISCONSIN SPRINGFIELD, ILLINOIS MILWAUKEE, WISCONSIN October 2, 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: First Midwest Bancorp, Inc. Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as counsel to First Midwest Bancorp, Inc., a Delaware corporation ("First Midwest"), in connection with the proposed merger (the "Merger") of CF Bancorp, Inc. ("CF"), with and into First Midwest, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 31, 1995 (the "Merger Agreement"), by and between First Midwest and CF, as described in the Registration Statement on Form S-4 to be filed by First Midwest with the Securities and Exchange Commission (the "Registration Statement"). In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Merger Agreement, (ii) the Registration Statement, (iii) the First Midwest Shareholder Rights Plan which was adopted on February 15, 1989, (iv) the CF 1992 Stock Option and Incentive Plan, and (v) such other documents as we have deemed necessary or appropriate in order to enable us to render the opinion below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, or photostatic copies, and the authenticity of the originals of such copies. This opinion is subject to our receipt prior to the effective date of the Merger of certain written representations and covenants of First Midwest and CF. A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 96829-1-DS2 First Midwest Bancorp, Inc. October 2, 1995 Page 2 Based upon and subject to the foregoing, the discussion describing the opinion of Hinshaw & Culbertson contained in the prospectus included as part of the Registration Statement (the "Prospectus") under the caption "Certain Federal Income Tax Consequences of the Merger," except as otherwise indicated, expresses our opinion as to the material federal income tax consequences applicable to holders of CF Common Stock. You should be aware, however, that the discussion under the caption "Certain Federal Income Tax Consequences of the Merger" in the Prospectus represents our conclusions as to the applicability of existing law to the instant transactions. There can be no assurance that contrary positions may not be taken by the Internal Revenue Service. In addition, to the extent the written representations and covenants of CF and First Midwest described above are factually inaccurate, then our conclusions may be invalid. This opinion is furnished to you solely for use in connection with the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the references to Hinshaw & Culbertson under the heading "Certain Federal Income Tax Consequences of the Merger" in the Registration Statement and the Prospectus. Very truly yours, TIMOTHY M. SULLIVAN ------------------- Timothy M. Sullivan JDH:sb 96829-1-DS2 EX-23.4 3 EXHIBIT 23.4 EXHIBIT 23.4 CONSENT OF STIFEL, NICOLAUS & COMPANY, INCORPORATED We hereby consent to the summarization of our fairness opinion letter and references to our firm under the caption "THE MERGER - Opinion of Financial Advisor of CF" and to the inclusion of such letter in the Proxy Statement - Prospectus which is part of this Registration Statement on Form S-4 of First Midwest Bancorp, Inc. By giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term "expert" as used in the Securities and Exchange Commission promulgated thereunder. STIFEL, NICOLAUS & COMPANY, INCORPORATED By: RICK E. MAPLES ------------------------------- Rick E. Maples Senior Vice President October 2, 1995 EX-99.1 4 EXHIBIT 99.1 CF BANCORP, INC. EXHIBIT 99.1 101 WEST THIRD STREET DAVENPORT, IOWA 52801 October ___, 1995 To The Stockholders of CF Bancorp, Inc.: You are cordially invited to attend a Special Meeting of Stockholders to be held on the 20th day of November, 1995, at 2:00 p.m., local time, at Citizens Federal Savings Bank, 101 West Third Street, Davenport, Iowa. The Special Meeting is being called to enable Stockholders to consider and vote upon the approval and adoption of a Merger Agreement, dated May 31, 1995 (the "Agreement"), entered into by and between First Midwest Bancorp, Inc., a Delaware corporation ("First Midwest"), and CF Bancorp, Inc., a Delaware corporation ("CF"). Pursuant to the Agreement, CF will merge with and into First Midwest, the separate existence of CF will cease and Citizens Federal Savings Bank ("Citizens Federal"), a wholly owned subsidiary of CF and its principal asset, will become a wholly owned subsidiary of First Midwest (the "Merger"). Stockholders will also be called to consider and vote upon the approval and adoption of an amendment to CF's Certificate of Incorporation, in conjunction with the Merger. The Charter Amendment would repeal Article Fourth, Section C, of CF's Certificate of Incorporation in its entirety. Article Fourth, Section C, of CF's Certificate of Incorporation currently imposes certain restrictions on voting by stockholders owning more than 10% of CF's outstanding Common Stock. Under the Agreement and Plan of Merger, adoption of the Charter Amendment is a condition precedent to First Midwest's obligation to consummate the Merger. First Midwest and CF have agreed that in the event the Stockholders of CF do not approve the Charter Amendment they will waive this approval as a condition precedent to the consummation of the Merger. However, in the event the Stockholders of CF approve the Charter Amendment but the Merger is not consummated for any reason, the Board of Directors of CF intends to abandon the Charter Amendment prior to the filing of such amendment with the Secretary of State of Delaware. Therefore, if the Merger is not consummated, Article Fourth, Section C, of CF's Certificate of Incorporation will not be repealed and will remain unchanged. If the Agreement is approved by the Stockholders of CF, and the Merger becomes effective, each outstanding share of Common Stock of CF will be converted into 1.4545 shares of First Midwest Common Stock. The consummation of the Merger is subject to the satisfaction of certain conditions notwithstanding the approval of the Merger by the Stockholders of CF at the Special Meeting. First Midwest is an Illinois-based holding company comprised of 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. Stockholders of CF who receive First Midwest Common Stock will have a security which is issued by a larger, more diversified financial institution and is traded on the NASDAQ National Market System under the symbol "FMBI". After carefully considering the Merger, the Agreement and the benefits which will result to the Stockholders of CF, the Board of Directors of CF has determined that the Merger is in the best interest of the Stockholders and urges that you vote in favor of the Merger. YOUR VOTE IS IMPORTANT. APPROVAL OF THE PROPOSED MERGER REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF CF COMMON STOCK AND APPROVAL OF THE CHARTER AMENDMENT REQUIRES THE AFFIRMATIVE VOTE OF HOLDERS OF 80% OF THE SHARES OF SUCH STOCK. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. Sincerely, Paul L. Eckert, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----