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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) November 15, 1995
First Midwest Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-10967 36-3161078
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
300 Park Blvd., Suite 405
P.O. Box 459
Itasca, Illinois 60431 60143-0459
(Address of principal executive offices) (Zip Code)
(708) 875-7450
(Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
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Items 1-4. Not Applicable.
Item 5. Other Events.
On February 15, 1989, the Board of Directors of First
Midwest Bancorp, Inc., a Delaware corporation (the "Company"), declared
a dividend of one 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. 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
"Original Rights Agreement"). 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 reso-
lution 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 outstanding 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 refer-
ence 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
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and (iv) upon certain mergers of the Company with another corporation
pursuant to an agreement entered with 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 of 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 Exercise
Price and
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(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 description of the Rights is qualified in its entirety by
reference to the Restated Rights Agreement and such exhibit thereto.
Item 6. Not Applicable.
Item 7. Exhibits.
Exhibit No. Description
(4) Amended and Restated Rights Agreement, which includes
Form of Rights Certificate and of Election to
Exercise, included as Exhibit A to the Restated
Rights Agreement.
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(99) Press release, dated November 17, 1995, issued by the
Company.
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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 report to be
signed on its behalf by the undersigned, hereunto 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 No.
Under Reg. Sequential
S-K, Item 601 Description Page Number
(4) Amended and Restated Rights
Agreement, dated as of November 15,
1995 (the "Rights Agreement"),
between First Midwest Bancorp, Inc.
and First Midwest Trust Company, as
Rights Agent, including as Exhibit A
the forms of Rights Certificate and
Election to Exercise.
(99) Press release, dated November 17,
1995, issued by the Company.