0000950131-95-002343.txt : 19950825 0000950131-95-002343.hdr.sgml : 19950825 ACCESSION NUMBER: 0000950131-95-002343 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950824 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-61467 FILM NUMBER: 95566580 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 POS AM 1 POST-EFFECTIVE AMD #1 As Filed with the Securities and Exchange Commission on August 1, 1995. Registration No. 33-61467 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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. [_] ================================================================================ First Midwest Bancorp, Inc. Post-Effective Amendment No. 1 to Form S-3 On August 1, 1995, First Midwest Bancorp, Inc. ("First Midwest") filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3 (No. 33-61467) for the issuance of 75,000 to 125,000 shares of First Midwest Common Stock. The Commission notified First Midwest on August 11, 1995, that such Registration Statement was effective as of August 14, 1995. On August 6, 1995, First Midwest filed a form of Prospectus pursuant to Rule 424(b)-1 of Regulation C of the Securities Act of 1933, as amended. Such 424(b)-1 filing contained changes to the August 1, 1995 Registration Statement including 1) a final price per share to the public, 2) final proceeds to the company, 3) a revision to the Plan of Distribution to indicate that the licensed broker/dealer selling all or a portion of the shares offered under the Prospectus may retain a portion of such shares for investment for its own account, and 4) certain other minor non-substantive changes. Pursuant to the filing of the Prospectus, 100,000 shares of First Midwest Common Stock were issued to the public through a licensed broker/dealer at a price per share of $27.25. Proceeds to First Midwest amounted to $27.00 per share, after deducting selling costs. Accordingly, First Midwest is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister 25,000 shares of First Midwest Common Stock, representing the difference between the maximum 125,000 shares of common stock covered by the Registration Statement and the 100,000 shares issued. This Post-Effective Amendment No. 1 contains an executed copy of a representation letter by First Midwest to the broker/dealer regarding the sale of such Common Stock. 2 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Itasca, State of Illinois on August 23, 1995. FIRST MIDWEST BANCORP, INC. By: ROBERT P. O'MEARA -------------------------------------- Robert P. O'Meara President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this post- effective amendment has been signed below by the following persons in their capacities indicated on August 23, 1995. Signature Capacity ---------------------------------- ---------------------------------- CLARENCE D. OBERWORTMANN * Chairman of the Board of Directors ---------------------------------- and Principal Executive Officer 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, John M. O'Meara Principal Operating Officer and Director DONALD J. SWISTOWICZ Executive Vice President, ---------------------------------- Principal Financial and Donald J. Swistowicz Accounting Officer ---------------------------------- Director Bruce S. Chelberg 3 Signature Capacity ---------------------------------- ---------------------------------- ---------------------------------- 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 4 EXHIBIT INDEX Sequential Exhibits Description Page No. -------- ---------------------------------------------------------- --------- 99 Representation letter between First Midwest and Keefe 6 Bruyette & Woods, Inc. regarding the sale of First Midwest Common Stock. 5 EX-99 2 REPRESENTATION LETTER Exhibit 99 August 14, 1995 Keefe, Bruyette & Woods, Inc. Two World Trade Center New York, NY 10048 Dear Sirs: From time to time, First Midwest Bancorp, Inc. (the "Company") may offer and sell to you, on terms to be negotiated between us, shares of the Company's Common Stock (no par value) ("Common Stock") that are registered under the Securities Act of 1933 (the "Act") pursuant to Registration Statement No. 33-61467 on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") (the "Shares"). In connection with each such offer and sale, the Company hereby represents and warrants to you, and agrees with you, as follows: 1. At the time the Registration Statement became effective, it complied in all material respects with the requirements of the Act and the rules and regulations thereunder and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time of any sale of Shares to you and at the settlement date for such sale, the prospectus furnished to you for use in connection with your reoffer and resale of the Shares (the "Prospectus") will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statement therein, in the light of the circumstances under which they were made, not misleading. 2. The documents incorporated or to be incorporated by reference into the Prospectus, at the time they were or hereafter are filed with the Commission complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder and, when read together and with the other information included in or incorporated by reference in the Prospectus, at the time the Registration Statement became effective and at the time of any sale of Shares to you and at the settlement date for such sale, did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3. The Company meets the requirements for the use of Form S-3 under the Act. 4. The Company agrees (a) to deliver to you certificates for any Shares sold to you on the settlement date of such sale, such certificates to be in such denominations and registered in such form as you may request, (b) to take such action as may be necessary to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein for as long as you may request, (c) to furnish you with copies of the Prospectus in such quantities as you may from time to time request and to update the Prospectus as necessary for as long as you may be required to deliver a Prospectus in connection with the reoffer or resale of Shares (provided that you will bear the expense of updating the Prospectus at any time after nine months from the date of any sale to you). 5. Settlement of any sale of Shares shall be subject to the representations and warranties contained herein being true and accurate as of the settlement date of such sale and to the absence as of such settlement date of any material loss or interference with the Company's business since the sale of such Shares. The Company agrees to deliver to you upon your request, on the settlement date for any sale of Shares, a certificate of such of its officers as you may reasonably specify to the foregoing effect. 6. The Company agrees to indemnify and hold you harmless, together with each of your officers, directors and controlling persons, against and from any losses, claims, damages or liabilities to which you may become subject and that arise out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any document incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements contained therein not misleading, and will reimburse you periodically upon demand for any legal or other expenses you incur in connection with investigating or defending any such action or claim. 7. The Company agrees to take no action designed to or that may reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock. 8. The Company understands that Keefe, Bruyette and Woods, Inc. may retain some of the Shares in its own investment account, or in the investment account of its Pension and Profit-Sharing Plan. If the foregoing correctly reflects our understanding, please sign and return the enclosed copy of this agreement. Very truly yours, FIRST MIDWEST BANCORP, INC. DONALD J. SWISTOWICZ --------------------------- Donald J. Swistowicz Executive Vice President Agreed: KEEFE, BRUYETTE & WOODS, INC. By GUY WOELK -------------------------------------------- Executive Vice President and Chief Financial Officer