-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BiEVGbsLp2iKko5OryHUItTZeBYZ7QB3wKetu8O0Wo4XETYXEbJ8/BFKhxjeSxF8 BHD+Qq3A0JYWfE27Gi2qng== 0000895813-97-000254.txt : 19971015 0000895813-97-000254.hdr.sgml : 19971015 ACCESSION NUMBER: 0000895813-97-000254 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971014 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MIDWEST BANCORP INC CENTRAL INDEX KEY: 0000702325 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 363161078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51721 FILM NUMBER: 97694860 BUSINESS ADDRESS: STREET 1: 300 PARK BLVD SUITE 405 STREET 2: P O BOX 459 CITY: ITASCA STATE: IL ZIP: 60143-0459 BUSINESS PHONE: 7088757450 MAIL ADDRESS: STREET 1: 300 PARK BLVD SUITE 405 STREET 2: P O BOOX 459 CITY: ITASCA STATE: IL ZIP: 60143-0459 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COWLIN GERALDINE C CENTRAL INDEX KEY: 0001047703 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: LAW OFFICES OF WILLIAM J COWLIN STREET 2: 41 NORTH VIRGINIA STREET CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 BUSINESS PHONE: 8154594900 MAIL ADDRESS: STREET 1: C/O LAW OFFICES OF WILLIAM J COWLIN STREET 2: 41 NORTH VIRGINIA STREET CITY: CYRSTAL LAKE STATE: IL ZIP: 60014 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 FIRST MIDWEST BANCORP, INC. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 320867104 (CUSIP number) Geraldine C. Cowlin c/o Law Offices of William J. Cowlin 41 North Virginia Street Crystal Lake, Illinois 60014 (815) 459-4900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 1997 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. (Continued on following pages) Page 1 of 6 Pages CUSIP No. 320867104 13D Page 2 of 6 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Geraldine C. Cowlin ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 2,310,153 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 2,310,153 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,310,153 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.5% 14 TYPE OF REPORTING PERSON IN CUSIP No. 320867104 13D Page 3 of 6 Pages ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, par value $.01 per share (the "First Midwest Common Stock"), of First Midwest Bancorp, Inc., a Delaware corporation ("First Midwest"). The address of First Midwest's principal executive offices is 300 Park Boulevard, Suite 405, Itasca, Illinois 60143-0459. ITEM 2. IDENTITY AND BACKGROUND. (a) Geraldine C. Cowlin (the "Reporting Person") (b) c/o Law Offices of William J. Cowlin, 41 North Virginia Street, Crystal Lake, Illinois, 60014 (c) Homemaker (d) None (e) None (f) United States ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person acquired her shares of First Midwest Common Stock in exchange for 106,344 shares of common stock, no par value, of SparBank, Incorporated, a Delaware corporation ("SparBank"). On October 1, 1997, SparBank was merged with and into FMB Acquisition Corporation, a wholly-owned subsidiary of First Midwest ("FMB"), pursuant to an Agreement and Plan of Merger, dated June 18, 1997, among SparBank, First Midwest and FMB (the "Merger Agreement"). Pursuant to the Merger Agreement, each of the outstanding shares of SparBank common stock was exchanged for 21.7234 shares of First Midwest Common Stock. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired her shares of common stock of First Midwest Common Stock for investment purposes. Pursuant to the Merger Agreement, First Midwest appointed William J. Cowlin, the spouse of the Reporting Person, to serve as a director of First Midwest, effective October 1, 1997, for a term of three years. Under the terms of the Merger Agreement, First Midwest also agreed to nominate William J. Cowlin (or such other person as Geraldine C. Cowlin may designate) to serve as a director of First Midwest for a second three-year term following the expiration of his first term as a director. The Reporting Person has no current plans to acquire any additional shares of First Midwest Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Person beneficially owns 2,310,153 shares of First Midwest Common Stock (or 11.5% of the outstanding CUSIP No. 320867104 13D Page 4 of 6 Pages shares of First Midwest Common Stock, giving effect to the 3,230,764 shares of First Midwest Common Stock issued in the Merger). The number of shares reported does not include 8,689 shares held beneficially and of record by William J. Cowlin, the Reporting Person's spouse, as to which the Reporting Person disclaims beneficial ownership. (b) The Reporting Person has sole power to vote and direct the disposition of her shares of First Midwest Common Stock. (c) None. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Person is a party to an Investment Agreement, dated June 18, 1997, between First Midwest and all of the former stockholders of SparBank pursuant to which First Midwest has agreed, among other things, to file a resale registration statement covering the offer and sale by such stockholders of up to 800,000 shares of First Midwest Common Stock issued in the Merger. The Reporting Person is also a party to a Registration Rights Agreement, dated June 18, 1997, between First Midwest and all of the former stockholders of SparBank pursuant to which First Midwest has granted the Reporting Person certain demand registration rights with respect to her shares of First Midwest Common Stock, exercisable during the three- year period beginning on October 1, 1998 and ending on October 1, 2001. The Reporting Person also joined in the Merger Agreement for certain limited purposes relating to the Merger. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The Reporting Person hereby incorporates by reference the Agreement and Plan of Merger, dated as of June 18, 1997, among SparBank, First Midwest and FMB, and joined in by Geraldine C. Cowlin and William J. Cowlin for certain limited purposes specified therein, filed as Exhibit 2 to First Midwest's Current Report on Form 8-K, dated June 18, 1997, which includes provisions governing the arrangements described under Item 4. CUSIP No. 320867104 13D Page 5 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 9, 1997 /s/ Geraldine C. Cowlin ---------------------------------- Geraldine C. Cowlin CUSIP No. 320867104 13D Page 6 of 6 Pages EXHIBIT INDEX Exhibit No. Description ----------- ------------ Exhibit 1 Agreement and Plan of Merger, dated as of June 18, 1997, among SparBank, Incorporated, First Midwest Bancorp, Inc., and FMB Acquisition Corporation (incorporated by reference to Exhibit 2 to the Current Report on Form 8-K, dated June 18, 1997, filed by First Midwest Bancorp, Inc., Commission File No. 0-10967). -----END PRIVACY-ENHANCED MESSAGE-----