-----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, VsmtfOcNAFTthSm1NL85hKljHjUFA7r74a+E3usbes6BVwZoa1RpCewCuDNh8kh1 CizKXJ5/lLsWd3YEu79RVw== 0000913849-05-000459.txt : 20050611 0000913849-05-000459.hdr.sgml : 20050611 20050526110836 ACCESSION NUMBER: 0000913849-05-000459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050526 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINTRUST FINANCIAL CORP CENTRAL INDEX KEY: 0001015328 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363873352 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21923 FILM NUMBER: 05858621 BUSINESS ADDRESS: STREET 1: 727 N BANK LANE CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8476154096 MAIL ADDRESS: STREET 1: 727 N BANK LN CITY: LAKE FOREST STATE: IL ZIP: 60045 8-K 1 f8k_052605.txt FORM 8-K 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): MAY 26, 2005 WINTRUST FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) ----------------------------- ILLINOIS 0-21923 36-3873352 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) Incorporation) 727 NORTH BANK LANE 60045 LAKE FOREST, ILLINOIS (Zip Code) (Address of principal executive offices)
Registrant's telephone number, including area code (847) 615-4096 NOT APPLICABLE (Former name or former address, if changed since last year) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 26, 2005, the Board of Directors of Wintrust Financial Corporation (the "Company") approved an amendment (the "Amendment") to the Rights Agreement, dated as of July 28, 1998 (the "Rights Agreement"), between the Company and Illinois Stock Transfer Company, as rights agent, relating to the common stock of the Company (the "Common Stock"), and pursuant to which certain rights (the "Rights") were awarded to the holders of Common Stock, to change the Final Expiration Date (as defined in the Rights Agreement) from July 31, 2008 to June 30, 2005. As a result of this amendment, the preferred share purchase rights granted under the Rights Agreement will expire on June 30, 2005, and the Rights Agreement will terminate. A copy of the Amendment to Rights Agreement is attached as Exhibit 4.1 hereto and incorporated herein by reference. ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS. The information included in Item 1.01 above is incorporated into this Item 3.03 in its entirety. ITEM 8.01. OTHER EVENTS. On May 26, 2005, Wintrust Financial Corporation issued a press release announcing that its Board of Directors has approved an amendment to the Company's existing shareholder rights plan. As a result of this amendment, the preferred share purchase rights granted under the Rights Agreement will expire on June 30, 2005, and the Rights Agreement will terminate. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. ITEM 9.01. EXHIBITS. (c) Exhibits. EXHIBIT NUMBER DESCRIPTION ------- -------------------------------------------------- 4.1 Amendment, dated as of May 26, 2005, to Rights Agreement, dated as of July 28, 1998, between Wintrust Financial Corporation and Illinois Stock Transfer Company, as rights agent. 99.1 Press Release dated May 26, 2005. SIGNATURE 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 hereunto duly authorized. WINTRUST FINANCIAL CORPORATION (Registrant) By: /s/ David A. Dykstra ----------------------------------- David A. Dykstra Senior Executive Vice President and Chief Operating Officer Date: May 26, 2005 2 INDEX TO EXHIBITS ----------------- Exhibit - ------- 4.1 Amendment, dated as of May 26, 2005 to the Rights Agreement, dated as of July 28, 1998, between Wintrust Financial Corporation and Illinois Stock Transfer Company, as rights agent. 99.1 Press Release, dated May 26, 2005. EX-4.1 2 ex4-1_052605.txt AMENDMENT DATED MAY 26, 2005 EXHIBIT 4.1 AMENDMENT TO RIGHTS AGREEMENT This Amendment, dated as of May 26, 2005 (the "Amendment"), to the Rights Agreement, dated as of July 28, 1998 (the "Rights Agreement"), is entered into by and between Wintrust Financial Corporation, an Illinois corporation (the "Company"), and Illinois Stock Transfer Company, as rights agent (the "Rights Agent"). Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement. WHEREAS, the Company and the Rights Agent previously entered into the Rights Agreement; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement without the approval of any holder of Rights in accordance with the terms of such Section 27; and WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to amend the Rights Agreement as hereinafter set forth and has duly approved this Amendment and authorized its execution and delivery. NOW, THEREFORE, in consideration of the foregoing premises and mutual agreements set forth in this Amendment, the parties hereby amend the Rights Agreement as follows: 1. Clause (i) of Section 7(a) of the Rights Agreement is hereby amended to replace the words "July 31, 2008" with the words "June 30, 2005." 2. Exhibit B to the Rights Agreement entitled "Form of Right Certificate" is hereby amended to replace the words "July 31, 2008" with the words "June 30, 2005" in all places where such words appear. 3. Exhibit C to the Rights Agreement entitled "Summary of Rights Plan" is hereby amended to replace the words "July 31, 2008" with the words "June 30, 2005" in all places where such words appear. 4. This Amendment shall be effective as of the date hereof and, except as expressly set forth herein, the Rights Agreement shall remain in full force and effect and be otherwise unaffected hereby. 5. This Amendment will be binding upon and inure to the sole and exclusive benefit of the Company, the Rights Agent, and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the Common Stock). 6. This Amendment may be executed in any number of counterparts, each of which, when executed, shall be an original and all such counterparts shall together constitute one and the same document. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. WINTRUST FINANCIAL CORPORATION By: /s/ David A. Dykstra ------------------------------------- David A. Dykstra Senior Executive Vice President and Chief Operating Officer ILLINOIS STOCK TRANSFER COMPANY By: /s/ Robert G. Pearson ------------------------------------- Robert G. Pearson President 2 EX-99.1 3 ex99-1_052605.txt PRESS RELEASE DATED MAY 26, 2005 Wintrust Financial Corporation 727 North Bank Lane, Lake Forest, Illinois 60045 EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE May 26, 2005 - --------------------- FOR MORE INFORMATION CONTACT: Edward J. Wehmer, President & Chief Executive Officer David A. Dykstra, Senior Executive Vice President & Chief Operating Officer (847) 615-4096 Website address: www.wintrust.com WINTRUST FINANCIAL CORPORATION TERMINATES ----------------------------------------- EXISTING SHAREHOLDER RIGHTS PLAN -------------------------------- LAKE FOREST, ILLINOIS - Wintrust Financial Corporation ("Wintrust") (Nasdaq: WTFC) announced today that its Board of Directors has approved an amendment to the company's existing shareholder rights plan, commonly referred to as a "poison pill," to accelerate the final expiration date of the purchase rights issued under the plan. Under the terms of the amendment, the rights will now expire at the close of business on June 30, 2005, rather than July 31, 2008, as initially provided under the plan. The shareholder rights plan will terminate upon the expiration of the purchase rights. "We believe this action is consistent with the highest standards of good corporate governance, and we have taken this action to better align the company's interests with those of its shareholders," said Edward J. Wehmer, President and CEO of Wintrust. ABOUT WINTRUST - -------------- Wintrust is a financial holding company with assets of approximately $7 billion whose common stock is traded on the Nasdaq Stock Market (Nasdaq: WTFC). Wintrust operates 13 community bank subsidiaries that are located in the greater Chicago and Milwaukee market areas. Additionally, the Company operates various non-bank subsidiaries including one of the largest commercial insurance premium finance companies operating in the United States, a company providing short-term accounts receivable financing and value-added out-sourced administrative services to the temporary staffing services industry, companies engaging primarily in the origination and purchase of residential mortgages for sale into the secondary market throughout the United States, and companies providing wealth management services including broker-dealer, money management services, advisory services, and trust and estate services. As of March 31, 2005, Wintrust operated a total of 58 banking offices and is in the process of constructing several additional branch facilities. All of the Company's banking subsidiaries are locally managed with large local boards of directors. Wintrust Financial Corporation has been one of the fastest growing bank groups in Illinois. 1 -----END PRIVACY-ENHANCED MESSAGE-----