================================================================================ SECURITIES AND EXCHANGE COMMISSION FORM 10-K/A Amendment No. 1 Washington, D.C. 20549 (Mark One) [X] Amendment to Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] for the fiscal year ended December 31, 1997 [_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] Commission File Number 0-10967 - -------------------------------------------------------------------------------- FIRST MIDWEST BANCORP, INC. (Exact name of Registrant as specified in its charter) Delaware 36-3161078 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 300 Park Blvd., Suite 405, P.O. Box 459 Itasca, Illinois 60143-0459 (Address of principal executive offices) (zip code) (630) 875-7450 (Registrant's telephone number, including area code) Common Stock, $.01 Par Value Preferred Share Purchase Rights Securities Registered Pursuant to Section 12(g) of the Act The undersigned registrant hereby amends Item 14 of Part IV of its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 to correct the language in the report of the Registrant's independent auditors for the audited financial statements for the year ended December 31, 1995. Report of Independent Auditors The Board of Directors and Stockholders First Midwest Bancorp, Inc.: We have audited the consolidated statements of income, changes in stockholders' equity, and cash flows (which statements are not presented herein) for the year ended December 31, 1995. These financial statements are the responsibility of First Midwest Bancorp, Inc's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows for the year ended December 31, 1995, in conformity with generally accepted accounting principles. KPMG PEAT MARWICK LLP KPMG Peat Marwick LLP Chicago, Illinois January 19, 1996 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. ------------------------------------- (Registrant) Date: March 4, 1998 DONALD J. SWISTOWICZ ------------------------------------- Donald J. Swistowicz Executive Vice President