CF BANCORP, INC. EXHIBIT 99.1
101 WEST THIRD STREET
DAVENPORT, IOWA 52801
October ___, 1995
To The Stockholders of CF Bancorp, Inc.:
You are cordially invited to attend a Special Meeting of Stockholders
to be held on the 20th day of November, 1995, at 2:00 p.m., local time, at
Citizens Federal Savings Bank, 101 West Third Street, Davenport, Iowa.
The Special Meeting is being called to enable Stockholders to consider
and vote upon the approval and adoption of a Merger Agreement, dated May 31,
1995 (the "Agreement"), entered into by and between First Midwest Bancorp, Inc.,
a Delaware corporation ("First Midwest"), and CF Bancorp, Inc., a Delaware
corporation ("CF"). Pursuant to the Agreement, CF will merge with and into
First Midwest, the separate existence of CF will cease and Citizens Federal
Savings Bank ("Citizens Federal"), a wholly owned subsidiary of CF and its
principal asset, will become a wholly owned subsidiary of First Midwest (the
"Merger").
Stockholders will also be called to consider and vote upon the approval
and adoption of an amendment to CF's Certificate of Incorporation, in
conjunction with the Merger. The Charter Amendment would repeal Article Fourth,
Section C, of CF's Certificate of Incorporation in its entirety. Article
Fourth, Section C, of CF's Certificate of Incorporation currently imposes
certain restrictions on voting by stockholders owning more than 10% of CF's
outstanding Common Stock. Under the Agreement and Plan of Merger, adoption of
the Charter Amendment is a condition precedent to First Midwest's obligation to
consummate the Merger. First Midwest and CF have agreed that in the event the
Stockholders of CF do not approve the Charter Amendment they will waive this
approval as a condition precedent to the consummation of the Merger. However,
in the event the Stockholders of CF approve the Charter Amendment but the Merger
is not consummated for any reason, the Board of Directors of CF intends to
abandon the Charter Amendment prior to the filing of such amendment with the
Secretary of State of Delaware. Therefore, if the Merger is not consummated,
Article Fourth, Section C, of CF's Certificate of Incorporation will not be
repealed and will remain unchanged.
If the Agreement is approved by the Stockholders of CF, and the Merger
becomes effective, each outstanding share of Common Stock of CF will be
converted into 1.4545 shares of First Midwest Common Stock. The consummation of
the Merger is subject to the satisfaction of certain conditions notwithstanding
the approval of the Merger by the Stockholders of CF at the Special Meeting.
First Midwest is an Illinois-based holding company comprised of a
commercial bank that is a national banking association, four nonbank affiliates
that offer trust, investment advisory, credit life insurance and mortgage
banking related services in the same markets served by the bank and four
inactive Illinois state-chartered banks. Stockholders of CF who receive First
Midwest Common Stock will have a security which is issued by a larger, more
diversified financial institution and is traded on the NASDAQ National Market
System under the symbol "FMBI".
After carefully considering the Merger, the Agreement and the benefits
which will result to the Stockholders of CF, the Board of Directors of CF has
determined that the Merger is in the best interest of the Stockholders and urges
that you vote in favor of the Merger.
YOUR VOTE IS IMPORTANT. APPROVAL OF THE PROPOSED MERGER REQUIRES THE
AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF CF
COMMON STOCK AND APPROVAL OF THE CHARTER AMENDMENT REQUIRES THE AFFIRMATIVE VOTE
OF HOLDERS OF 80% OF THE SHARES OF SUCH STOCK. WHETHER OR NOT YOU EXPECT TO
ATTEND THE MEETING IN PERSON, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE.
Sincerely,
Paul L. Eckert, President
and Chief Executive Officer