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): December 19, 2002
WINTRUST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 0-21923
Illinois 36-3873352
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(State or other (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
727 North Bank Lane
Lake Forest, Illinois 60045
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(Address of Principal Executive Offices)
(847) 615-4096
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(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On December 19, 2002, Wintrust Financial Corporation ("Wintrust") announced the
signing of a merger agreement to acquire Lake Forest Capital Management Company
("LFCM"). LFCM is a 21-year old well-respected asset manager for both high net
worth individuals and institutional clients located primarily in the Chicago
metropolitan area. LFCM will retain its name and be merged into and operate as a
separate division of Wayne Hummer Asset Management Company, Wintrust's existing
asset management subsidiary.
The full terms of the transaction are not being disclosed by the parties;
however, the initial consideration paid by Wintrust will include a combination
of Wintrust's common stock, warrants to acquire Wintrust common stock and cash.
Wintrust could pay additional contingent consideration, consisting of cash
and/or common stock, upon the attainment of certain performance measures over
the next four years. The common stock will be issued at the fair market value as
determined in accordance with the merger agreement. The shares issued in the
transaction will not be registered under the Securities Act of 1933 and will be
restricted until a resale registration statement is filed, which is expected to
be done shortly after the closing date, and declared effective by the Securities
and Exchange Commission.
The transaction is subject to certain closing conditions and is expected to
close in the first quarter of 2003.
Attached as Exhibit 99.1 is a copy of the press release relating to the
transaction, which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated December 19, 2002.
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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.
WINTRUST FINANCIAL CORPORATION
(Registrant)
Date: December 19, 2002 /s/ David A. Dykstra
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Senior Executive Vice President and
Chief Operating Officer
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EXHIBIT INDEX
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Exhibit
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99.1 Press release dated December 19, 2002.
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