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