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 22, 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)
FIRST MIDWEST BANCORP, INC.
FORM 8-K
June 22, 1998
Item 5. Other Events
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On June 18, 1998 First Midwest Bancorp, Inc. ("First Midwest") issued a press
release reporting that at meetings held on June 17, 1998, shareholders of First
Midwest and Heritage Financial Services Inc. ("Heritage") approved all matters
related to the Agreement and Plan of Merger between the Companies dated January
14, 1998 providing for the merger of Heritage with First Midwest.
First Midwest shareholders approved the issuance of shares of First Midwest
common stock to the shareholders of Heritage pursuant to the Agreement and Plan
of Merger and, additionally, approved the Amendment of First Midwest's Restated
Certificate of Incorporation increasing the number of authorized shares of First
Midwest common stock from 30,000,000 to 60,000,000. Heritage shareholders
approved the Agreement and Plan of Merger including the merger of Heritage with
First Midwest and the conversion of each share of Heritage common stock into
.7695 shares of First Midwest common stock upon the consummation of the merger.
The shareholder approvals permit a planned July 1, 1998 closing and consummation
of the merger.
Additionally, First Midwest shareholders elected John M. O'Meara and J. Stephen
Vanderwoude to serve as Directors of the Company until the Year 2001. Three
Directors of Heritage, namely Richard T. Wojcik, Jack Payan and John L.
Sterling, will be appointed to the First Midwest Board following the
consummation of the merger, with each Director to serve until the Year 2001.
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FIRST MIDWEST BANCORP, INC.
FORM 8-K
June 22, 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 7. Financial Statements and Exhibits
Item 8. Change in Fiscal Year
Item 9. Sales of Equity Securities Pursuant to Regulation S
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FIRST MIDWEST BANCORP, INC.
FORM 8-K
June 22, 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: June 22, 1998 DONALD J. SWISTOWICZ
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Donald J. Swistowicz
Executive Vice President