As Filed with the Securities and Exchange Commission on August 1, 1995.
Registration No. 33-61467
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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. [_]
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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.
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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
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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
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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.
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