This excerpt taken from the MBHI DEF 14A filed Dec 3, 2009.
Notice of Solicitation of Voting Instructions and a Special Meeting
To the holders of depositary shares representing shares of Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock of Midwest Banc Holdings, Inc.:
This proxy statement is being delivered to the holders of the depositary shares which represent a 1/100th interest in a share of Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock (the Depositary Shares) in connection with the solicitation on behalf of the board of directors of Voting Instructions (as defined below) from the holders of Depositary Shares. The board of directors is requesting that holders of our outstanding Depositary Shares as of the close of business on November 27, 2009 (the Record Date) grant their Voting Instructions with respect to the following proposed amendments to our amended and restated certificate of incorporation (the Certificate) and to the certificate of designation for the Series A Preferred Stock (as defined below), and to authorize the issuance of the Senior Preferred Stock (as defined below) to the USG (as defined below), in each case, that have been unanimously approved and declared advisable by the board of directors:
The effectiveness of any Preferred Stock Amendment is not conditioned on the approval of any other Preferred Stock Amendment.
We are soliciting your Voting Instructions in respect of the Depositary Shares representing Series A Preferred Stock that you held as of the close of business on November 27, 2009 (the Record Date).
A special meeting of the holders of the Series A Preferred Stock will be held at the main office of Midwest, located at 501 West North Avenue, Melrose Park, Illinois 60160 on Thursday, January 14, 2010, at 10:00 a.m.
You are receiving these materials because you are the record owner of Depositary Shares. As a consequence, you have the authority to direct Illinois Stock Transfer Company, the depository for the Series A Preferred Stock (IST), how to vote the Series A Preferred Stock represented by your Depositary Shares at the special meeting. Only IST, as holder of the Series A Preferred Stock, may vote at the special meeting.
Even if holders of the Depositary Shares approve the Preferred Stock Amendments, the board of directors reserves the right to elect to abandon any of the Preferred Stock Amendments if it determines, in its sole discretion, that such Preferred Stock Amendment is no longer best interests of Midwest and its stockholders.
IST, in its capacity as depository, will vote, or cause to be voted, at the special meeting, the Series A Preferred Stock underlying the Depositary Shares in accordance with the instructions of the holders of record of the Depositary Shares given by means of the Tendering Voting Instruction or the Non-Tendering Voting Instruction contained in the Letter of Transmittal.
The board of directors has unanimously approved and declared advisable each of the Preferred Stock Proposals and unanimously recommends that you grant your Voting Instruction to approve each of the Dividend Blocker Amendment, the Director Amendment, the Preferred Stock Issuance and the Adjournment Proposal.