UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 31, 1996 First Midwest Bancorp, Inc. (Exact name of registrant as specified in its charter) Delaware 0-10967 36-3161078 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 300 Park Boulevard, Suite 405, Itasca, Illinois 60143 (Address of principal executive offices) (Zip Code) (708) 875-7450 Registrant's telephone number, including area code N.A. (Former name and address, if changed since last report) FIRST MIDWEST BANCORP, INC. (the "Company") FORM 8-K MAY 31, 1996 Item 5. Other Events On March 25, 1996 the Company suspended share repurchases under the repurchase plan approved by its Board of Directors on November 15, 1995. This action was precipitated by the Securities and Exchange Commission's issuance on March 20, 1996 of Staff Accounting Bulletin #96 concerning tainted share repurchases in the context of acquisitions accounted for as poolings of interest in light of the Company's December 20, 1995 acquisition of CF Bancorp, Inc. which was accounted for as a pooling of interests. As a result of the Company's interpretation of such Bulletin, Management will recommend to the Executive Committee of the Board of Directors at its June, 1996 meeting that it, exercising the power and authority of the Board of Directors, rescind ab initio the remainder of such plan. FIRST MIDWEST BANCORP, INC. FORM 8-K MAY 31, 1996 The following Items are not applicable for this Form 8-K: Item 1.Changes in Control of Registrant Item 2.Acquisition or Disposition of Assets Item 3.Bankruptcy or Receivership Item 4.Changes in Registrant's Certifying Accountant Item 6.Resignations of Registrant's Directors Item 7.Financial Statements and Exhibits Item 8.Change in Fiscal Year FIRST MIDWEST BANCORP, INC. FORM 8-K MAY 31, 1996 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. First Midwest Bancorp, Inc. (Registrant) Date:May 31, 1996 DONALD J. SWISTOWICZ Donald J. Swistowicz Executive Vice President