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) January 23, 1998
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
January 23, 1998
Item 5. Other Events
On January 14, 1998, First Midwest Bancorp, Inc. ("First Midwest"), First
Midwest Acquisition Corporation, a wholly owned subsidiary of First Midwest
("Acquisition Corporation") and Heritage Financial Services, Inc. ("Heritage")
entered into an Agreement and Plan of Merger ("Merger Agreement") whereby
Heritage will be merged with and into Acquisition Corporation (the "Merger").
Heritage is a $1.3 billion holding company headquartered in Tinley Park,
Illinois with 17 banking offices located in the south and southwest suburban
Chicago banking market.
Pursuant to the Merger Agreement, the transaction will be structured as a tax-
free exchange and accounted for as a pooling-of-interests. Each outstanding
share of Heritage's Common Stock, no par value, will be converted to .7695
shares of First Midwest Common Stock, $.01 par value, resulting in the issuance
of approximately 9.7 million shares of First Midwest Common Stock. Based on
First Midwest's January 14, 1998 closing price of $42.38 per share, the
transaction is valued at approximately $411 million.
The Merger is conditioned upon, among other things, approval by the shareholders
of both First Midwest and Heritage, and receipt of customary regulatory
approvals. The Merger Agreement has been approved by the Boards of Directors of
both companies. It is anticipated the acquisition will be consummated in late
second quarter 1998. First Midwest intends to merge Heritage into First
Midwest's principal banking subsidiary, First Midwest Bank, N.A., prior to year-
end 1998.
Incident to the entry into the Merger Agreement, First Midwest and Heritage
executed a Stock Option Agreement (the "Option Agreement") pursuant to which
Heritage granted First Midwest an option to acquire up to 2,400,000 shares of
Heritage Common Stock (representing 19.9% of its outstanding shares) at a price
of $21.25 per share subject to certain terms and conditions set forth in the
Option Agreement.
In conjunction with the approval of the Merger Agreement, the Board of Directors
of Heritage rescinded the balance of the stock repurchase program authorized in
June 1996.
The Merger and Option Agreements are attached hereto as Exhibits 2.1 and 2.2 and
are incorporated by reference. Reference is made to the Press Release, dated
January 15, 1998, a copy of which is filed as Exhibit 99 to this Current Report
on Form 8-K. The Press Release is incorporated herein by reference and includes
certain financial information about First Midwest and Heritage, including pro
forma combined balance sheets and income statements as of September 30, 1997.
Cautionary Statement Concerning Forward Looking Information- The Press Release
filed as Exhibit 99 to this Current Report on Form 8-K contains certain forward
looking statements regarding First Midwest and Heritage on a combined basis
following the Merger. Discussion of the internal and external factors that might
affect these forward looking statements is found on Page 3 of the Press Release.
Item 7. Financial Statements and Exhibits
(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
January 23, 1998
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
Item 8. Change in Fiscal Year
Item 9. Sales of Equity Securities Pursuant to Regulation S
FIRST MIDWEST BANCORP, INC.
FORM 8-K
January 23, 1998
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: January 23, 1998 DONALD J. SWISTOWICZ
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Donald J. Swistowicz
Executive Vice President
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FIRST MIDWEST BANCORP, INC.
FORM 8-K
January 23, 1998
EXHIBIT INDEX
Page
Exhibit Number
Exhibit 2.1 Agreement and Plan of Merger, dated January 14, 1998, 6
by and between First Midwest Bancorp, Inc., First Midwest
Acquisition Corporation and Heritage Financial Services, Inc.
Exhibit 2.2 Stock Option Agreement, dated January 14, 1998, between 76
Heritage Financial Services, Inc. (as Issuer) and First
Midwest Bancorp, Inc. (as Grantee).
Exhibit 99 Press release issued by First Midwest Bancorp, Inc. 88
dated January 15, 1998.
5