UNITED STATES
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) June 18, 1997
First Midwest Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-10967 36-3161078
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 Park Boulevard, Suite 405, Itasca, Illinois 60143
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(Address of principal executive offices) (Zip Code)
(630) 875-7450
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Registrant's telephone number, including area code
N.A.
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(Former name and address, if changed since last report)
Exhibit Index is on Page 5
FIRST MIDWEST BANCORP, INC.
FORM 8-K
JUNE 30, 1997
Item 5. Other Events
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On June 18, 1997, First Midwest Bancorp, Inc. ("First Midwest") and SparBank,
Incorporated ("SparBank") entered into an Agreement and Plan of Merger (the
"Agreement") whereby SparBank will be merged with and into First Midwest.
SparBank is the holding company of McHenry State Bank ("MSB"), a 4-branch bank
with $445 million in total assets headquartered in McHenry, Illinois.
Pursuant to the Agreement, the transaction will be structured as a tax-free
exchange and accounted for as a pooling-of-interests. Each outstanding share of
SparBank's common stock, no par value, will be converted to 21.72 shares of
First Midwest common stock, $.01 par value, resulting in the issuance of
3,230,769 shares of First Midwest common stock. Based on First Midwest's June
19 closing price of $32.75 per share, the transaction is valued at approximately
$105 million.
The Agreement, which has been approved by the Board of Directors of both
companies and the shareholders of SparBank, is subject to customary regulatory
approvals. First Midwest shareholder approval is not necessary. It is
anticipated the acquisition will be consummated by September 30, 1997. First
Midwest anticipates merging MSB into its principal banking subsidiary, First
Midwest Bank, N.A., in the first quarter of 1998.
The transaction is anticipated to be neutral to First Midwest's 1997 earnings
and accretive to its 1998 earnings by approximately 2-3%. The 1998 accretion
results primarily from annualized net costs savings of approximately $1.8
million, representing approximately 18% of McHenry's current expense base, which
will be realized when MSB is merged into First Midwest Bank, N.A. in the first
quarter of 1998, in addition to modest first year revenue enhancements. A pre-
tax merger related charge of approximately $6.5 million will be recognized in
the quarter the transaction is consummated. Such charge includes costs related
to systems conversions, elimination of excess operating capacity, professional
fees, and a one time provision to bring MSB's loan loss reserves to First
Midwest's required levels. With the acquisition, First Midwest's total assets
will increase to approximately $3.5 billion.
Coincident to the signing of the Agreement, the Board of Directors of First
Midwest rescinded the balance of 900,000 shares stock repurchase program
authorized in November 1996.
The Agreement is attached hereto as Exhibit 2 and is incorporated by reference
herein. First Midwest issued a press release on June 20, 1997, which includes
selected proforma financial information as of March 31, 1997, which is filed as
Exhibit 99 hereto.
Item 7. Financial Statements and Exhibits
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(a) and (b) Not Applicable
(c) Exhibit Index is located on Page 5 of this Report on Form 8-K.
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FIRST MIDWEST BANCORP, INC.
FORM 8-K
JUNE 30, 1997
The following Items are not applicable for this Form 8-K:
Item 1. Changes in Control of Registrant
Item 2. Acquisition or Disposition of Assets
Item 3. Bankruptcy or Receivership
Item 4. Changes in Registrant's Certifying Accountant
Item 6. Resignations of Registrant's Directors
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FIRST MIDWEST BANCORP, INC.
FORM 8-K
JUNE 30, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
First Midwest Bancorp, Inc.
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(Registrant)
Date: June 30, 1997 DONALD J. SWISTOWICZ
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Donald J. Swistowicz
Executive Vice President
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FIRST MIDWEST BANCORP, INC.
FORM 8-K
JUNE 30, 1997
EXHIBIT INDEX
Page
Exhibit Number
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Exhibit 2 Agreement and Plan of Merger, dated June 18, 1997, 6
by and between SparBank, Inc., First Midwest Bancorp,
Inc., and FMB Acquisition Corporation.
Exhibit 99 Press release issued by First Midwest Bancorp, Inc. 81
dated June 20, 1997.
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