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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A12G/A
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
First Midwest Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3161078
(State of incorporation or organization) (IRS Employer
Identification No.)
300 Park Blvd., Suite 405
P.O. Box 459
Itasca, Illinois 60431 60143-0459
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the
Act:
Preferred Share Purchase Rights
(Title of Class)
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Item 1. Description of Registrant's Securities to be
Registered.
On February 15, 1989, the Board of Directors of First Midwest
Bancorp, Inc., a Delaware corporation (the "Company"), declared a dividend
of one preferred share purchase right (a "Right") for each share of common
stock, without par value ("Common Stock"), of the Company held of record at
the close of business on March 1, 1989 (the "Record Date"), or issued
thereafter and prior to the Separation Time (as defined in the Original
Rights Agreement described below). The Rights were issued pursuant to a
Rights Agreement, dated as of February 15, 1989 (the "Rights Agreement"),
between the Company and The First National Bank of Chicago, as rights agent
(the "Original Rights Agreement"). On November 15, 1995, the Company
amended and restated the Original Rights Agreement in its entirety (the
"Restated Rights Agreement") and appointed First Midwest Trust Company to
replace The First National Bank of Chicago, as Rights Agent. The terms of
the Rights, as so amended, are summarized herein.
Each Right entitles its registered holder to purchase from the
Company, after the Separation Time, one one-hundredth of a share of Series
A Preferred Stock, without par value (the "Series A Preferred Stock"), for
$100 (the "Exercise Price"), subject to adjustment. The Rights will be
evidenced by the Common Stock certificates until the close of business on
the earlier of the date (either, the "Separation Time") which is (i) the
tenth business day (or such later date as the Board of Directors of the
Company may from time to time fix by resolution adopted prior to the
Separation Time that would otherwise have occurred) after the date on which
any Person (as defined in the Restated Rights Agreement) commences a tender
or exchange offer which, if consummated, would result in such Person's
becoming an Acquiring Person, as defined below, or (ii) the tenth business
day (or such earlier or later date as the Board of Directors of the Company
may from time to time fix by resolution adopted prior to the Flip-in Date
(as defined below) that would otherwise have occurred) after the first date
of public announcement by the Company that such Person has become an
Acquiring Person (the "Flip-in Date"); provided that if a tender or
exchange offer referred to in clause (i) is cancelled, terminated or
otherwise withdrawn prior to the Separation Time without the purchase of
any shares of stock pursuant thereto, such offer shall be deemed never to
have been made. An Acquiring Person is any Person who is the Beneficial
Owner (as defined in the Restated Rights Agreement) of 10% or more of the
outstanding shares of Common Stock, provided, however, such term shall not
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include (i) the Company, any wholly-owned subsidiary of the Company or any
employee stock ownership or other employee benefit plan of the Company,
(ii) any person who is the Beneficial Owner of 10% or more of the outstand-
ing Common Stock as of the date of the Restated Rights Agreement or who
shall become the Beneficial Owner of 10% or more of the outstanding Common
Stock solely as a result of an acquisition of Common Stock by the Company,
until such time as such Person acquires additional Common Stock, other than
through a dividend or stock split, (iii) any Person who becomes an
Acquiring Person without any plan or intent to seek or affect control of
the Company if such Person promptly divests sufficient securities such that
such 10% or greater Beneficial Ownership ceases or (iv) any Person who
Beneficially Owns shares of Common Stock consisting solely of (A) shares
acquired pursuant to the grant or exercise of an option granted by the
Company in connection with an agreement to merge with, or acquire, the
Company prior to a Flip-in Date, (B) shares owned by such Person and its
Affiliates and Associates at the time of such grant, (C) shares, amounting
to less than 1% of the outstanding Common Stock, acquired by Affiliates and
Associates of such Person after the time of such grant or (D) shares which
are held by such Person in trust accounts, managed accounts and the like or
otherwise held in a fiduciary capacity, that are beneficially owned by
third persons who are not Affiliates or Associates of such Person or acting
together with such Person to hold shares, or which are held by such Person
in respect of a debt previously contracted. The Restated Rights Agreement
provides that, until the Separation Time, the Rights will be transferred
with and only with the Common Stock. Common Stock certificates issued
prior to the Separation Time shall evidence one Right for each share of
Common Stock represented thereby and shall contain a legend incorporating
by reference the terms of the Restated Rights Agreement (as such may be
amended from time to time). Notwithstanding the absence of the
aforementioned legend, certificates evidencing shares of Common Stock
outstanding on or prior to the Record Date or which bear an earlier form of
legend shall also evidence one Right for each share of Common Stock
evidenced thereby. Promptly following the Separation Time, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed
to holders of record of Common Stock at the Separation Time.
The Rights will not be exercisable until the Business Day (as
defined in the Restated Rights Agreement) following the Separation Time.
The Rights will expire on the earliest of (i) the Exchange Time (as defined
below), (ii) the close of business on November 15, 2005, (iii) the date on
which the Rights are redeemed as described below and
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(iv) upon certain mergers of the Company with another corporation pursuant
to an agreement entered into prior to a Flip-in Date (in any such case, the
"Expiration Time").
The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution in
the event of a Common Stock dividend on, or a subdivision or a combination
into a smaller number of shares of, Common Stock, or the issuance or
distribution of any securities or assets in respect of, in lieu of or in
exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date
occurs, each Right (other than Rights Beneficially Owned by the Acquiring
Person or any affiliate or associate thereof, which Rights shall become
void) shall constitute the right to purchase from the Company, upon the
exercise thereof in accordance with the terms of the Restated Rights
Agreement, that number of shares of Common Stock of the Company having an
aggregate Market Price (as defined in the Restated Rights Agreement), on
the date of the public announcement of an Acquiring Person's becoming such
(the "Stock Acquisition Date") that gave rise to the Flip-in Date, equal to
twice the Exercise Price for an amount in cash equal to the then current
Exercise Price. In addition, the Board of Directors of the Company may, at
its option, at any time after a Flip-in Date and prior to the time an
Acquiring Person becomes the Beneficial Owner of more than 50% of the
outstanding shares of Common Stock, elect to exchange all (but not less
than all) the then outstanding Rights (other than Rights Beneficially Owned
by the Acquiring Person or any affiliate or associate thereof, which Rights
become void) for shares of Common Stock at an exchange ratio of one share
of Common Stock per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date of
the Separation Time (the "Exchange Ratio"). Immediately upon such action
by the Board of Directors (the "Exchange Time"), the right to exercise the
Rights will terminate and each Right will thereafter represent only the
right to receive a number of shares of Common Stock equal to the Exchange
Ratio.
Whenever the Company shall become obligated under the preceding
paragraph to issue shares of Common Stock upon exercise of or in exchange
for Rights, the Company, at its option, may substitute therefor shares of
Series A Preferred Stock, at a ratio of one one-hundredth of a share of
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Series A Preferred Stock for each share of Common Stock so issuable.
In the event that prior to the Expiration Time the Company
enters into, consummates or permits to occur a transaction or series of
transactions after the time an Acquiring Person has become such in which,
directly or indirectly, (i) the Company shall consolidate or merge or
participate in a binding share exchange with any other Person if, at the
time of the consolidation, merger or share exchange or at the time the
Company enters into an agreement with respect to such consolidation, merger
or share exchange, the Acquiring Person Controls the Board of Directors of
the Company (as defined in the Restated Rights Agreement) and either (A)
any term of or arrangement concerning the treatment of shares of capital
stock in such merger, consolidation or share exchange relating to the
Acquiring Person is not identical to the terms and arrangements relating to
other holders of Common Stock or (B) the Person with whom the transaction
or series of transactions occurs is the Acquiring Person or an Affiliate or
Associate of the Acquiring Person or (ii) the Company shall sell or
otherwise transfer (or one or more of its subsidiaries shall sell or
otherwise transfer) assets (A) aggregating more than 50% of the assets
(measured by either book value or fair market value) or (B) generating more
than 50% of the operating income or cash flow, of the Company and its
subsidiaries (taken as a whole) to any other Person (other than the Company
or one or more of its wholly-owned subsidiaries) or to two or more such
Persons which are affiliated or otherwise acting in concert, if, at the
time such sale or transfer of assets or at the time the Company (or any
such subsidiary) enters into an agreement with respect to such sale or
transfer, the Acquiring Person Controls the Board of Directors of the
Company (a "Flip-over Transaction or Event"), the Company shall take such
action as shall be necessary to ensure, and shall not enter into,
consummate or permit to occur such Flip-over Transaction or Event until it
shall have entered into a supplemental agreement with the Person engaging
in such Flip-over Transaction or Event or the parent corporation thereof
(the "Flip-over Entity"), for the benefit of the holders of the Rights,
providing, that upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right
to purchase from the Flip-over Entity, upon exercise thereof in accordance
with the terms of the Restated Rights Agreement, that number of shares of
common stock of the Flip-over Entity having an aggregate Market Price on
the date of consummation or occurrence of such Flip-over Transaction or
Event equal to twice the Exercise Price for an amount in cash equal to the
then current
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Exercise Price and (ii) the Flip-over Entity shall thereafter be liable
for, and shall assume, by virtue of such Flip-over Transaction or Event and
such supplemental agreement, all the obligations and duties of the Company
pursuant to the Restated Rights Agreement. For purposes of the foregoing
description, the term "Acquiring Person" shall include any Acquiring Person
and its Affiliates and Associates counted together as a single Person.
The Board of Directors of the Company may, at its option, at
any time prior to the close of business on the Flip-in Date, redeem all
(but not less than all) the then outstanding Rights at a price of $.01 per
Right) (the "Redemption Price"), as provided in the Restated Rights
Agreement. Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights, without any further action and
without any notice, the right to exercise the Rights will terminate and
each Right will thereafter represent only the right to receive the
Redemption Price in cash for each Right so held.
The holders of Rights will, solely by reason of their ownership
of Rights, have no rights as stockholders of the Company, including,
without limitation, the right to vote or to receive dividends.
The Restated Rights Agreement (which includes as Exhibit A the
forms of Rights Certificate and Election to Exercise) is attached hereto as
an exhibit and is incorporated herein by reference. The foregoing descrip-
tion of the Rights is qualified in its entirety by reference to the
Restated Rights Agreement and such exhibit thereto.
Item 2. Exhibits.
Exhibit No. Description
1 Amended and Restated Rights Agreement.
2 Form of Rights Certificate and of Election to
Exercise, included in Exhibit A to the
Restated Rights Agreement.
3 Designation of Series A Preferred Stock,
included in Exhibit B to the Restated Rights
Agreement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST MIDWEST BANCORP, INC.
By: /s/ Donald J. Swistowicz
Name: Donald J. Swistowicz
Title: Executive Vice President &
Chief Financial Officer
Date: November 21, 1995
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page Numbers
(1) Amended and Restated Rights Agreement,
dated as of November 15, 1995 (the
"Restated Rights Agreement"), between
First Midwest Bancorp, Inc. and First
Midwest Trust Company, as Rights Agent.
(2) Form of Rights Certificate and of
Election to Exercise, included as
Exhibit A to the Restated Rights
Agreement (Exhibit 1 hereto).
(3) Designation of Series A Preferred Stock
of the Company, included as Exhibit B
to the Restated Rights Agreement
(Exhibit 1 hereto).