-----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, JJF5pJ6JwpzqkPds13K/CLN+i8wphQhDcHmRK/k2/GLYwljIwZSUlYGQV/2LMfNb iih2sWABJ/WP8TiiHtJX5Q== 0000948572-02-000069.txt : 20021021 0000948572-02-000069.hdr.sgml : 20021021 20021021135522 ACCESSION NUMBER: 0000948572-02-000069 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021021 FILED AS OF DATE: 20021021 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21923 FILM NUMBER: 02793671 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 11-K 1 b11k102102.txt WINTRUST FINANCIAL CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 2001 Commission File Number 000-21923 ------------------------------------------------------------- WINTRUST FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN (Full title of the plan) ------------------------------------------------------------- WINTRUST FINANCIAL CORPORATION 727 NORTH BANK LANE LAKE FOREST, IL 60045 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) ------------------------------------------------------------- REQUIRED INFORMATION ITEMS 1-3. Omitted in accordance with Item 4. ITEM 4. The Wintrust Financial Corporation Retirement Savings Plan ("Plan") is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). In accordance with Item 4 and in lieu of the requirements of Items 1-3, the following Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA are included herein: |X| Report of Independent Auditors |X| Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 |X| Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2001 and 2000 |X| Notes to Financial Statements |X| Supplemental Schedule Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000, and Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2001 and 2000 are hereby incorporated by reference to the Registration Statement on Form S-8 filed by Wintrust Financial Corporation (Registration No. 333-52652) with the Securities and Exchange Commission on December 22, 2000. EXHIBITS - -------- 23.1 Consent of Independent Auditors - 2 - SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 21, 2002 WINTRUST FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN /s/ DAVID A. DYKSTRA -------------------- David A. Dykstra, Trustee - 3 - Financial Statements and Supplemental Schedule WINTRUST FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Years ended December 31, 2001 and 2000 with Report of Independent Auditors Employer Identification #36-3954651 Plan #001 Wintrust Financial Corporation Retirement Savings Plan Financial Statements and Supplemental Schedule Years ended December 31, 2001 and 2000 CONTENTS Report of Independent Auditors.................................................1 Financial Statements Statements of Net Assets Available for Benefits................................2 Statements of Changes in Net Assets Available for Benefits.....................3 Notes to Financial Statements..................................................4 Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year).............................................................8 REPORT OF INDEPENDENT AUDITORS The Plan Administrator Wintrust Financial Corporation Retirement Savings Plan We have audited the accompanying statements of net assets available for benefits of Wintrust Financial Corporation Retirement Savings Plan as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2001 and 2000, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2001, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP August 19, 2002 - 1 -
EIN 36-3954651 Plan #001 Wintrust Financial Corporation Retirement Savings Plan Statements of Net Assets Available for Benefits DECEMBER 31 2001 2000 ------------------------------------ ASSETS Cash $ 68,359 $ 459 Investments, at fair value 7,295,848 4,944,256 Participant contributions receivable 8,939 42,191 Employer matching contributions receivable 283,295 123,830 ------------------------------------ Total assets 7,656,441 5,110,736 LIABILITY Outstanding trades payable 27,417 - ------------------------------------ Net assets available for benefits $7,629,024 $5,110,736 ====================================
See notes to financial statements. - 2 -
EIN 36-3954651 Plan #001 Wintrust Financial Corporation Retirement Savings Plan Statements of Changes in Net Assets Available for Benefits YEAR ENDED DECEMBER 31 2001 2000 ------------------------------------ ADDITIONS Investment income (loss): Net realized and unrealized appreciation (depreciation) in fair value of investments $ 585,701 $ (207,960) Interest and dividends 86,098 66,736 ------------------------------------ 671,799 (141,224) Participant contributions - salary deferral 1,183,662 860,240 Participant contributions - rollover 147,190 76,966 Employer matching contributions 282,924 123,830 Transfers from Tricom Funding, Inc. 401(k) Retirement Savings Plan 442,635 - ------------------------------------ Total additions 2,728,210 919,812 DEDUCTIONS Benefits paid to participants 202,506 605,708 Refund of excess contributions 7,416 - ------------------------------------ Total deductions 209,922 605,708 ------------------------------------ Net increase in net assets available for benefits 2,518,288 314,104 Net assets available for benefits: Beginning of year 5,110,736 4,796,632 ------------------------------------ End of year $7,629,024 $5,110,736 ====================================
See notes to financial statements. - 3 - EIN 36-3954651 Plan #001 Wintrust Financial Corporation Retirement Savings Plan Notes to Financial Statements Years ended December 31, 2001 and 2000 1. DESCRIPTION OF PLAN The following brief description of the Wintrust Financial Corporation Retirement Savings Plan (Plan) provides only general information. Participants should refer to the Plan Agreement for a more comprehensive description of the Plan's provisions. The Plan is a participant-directed, defined-contribution plan covering all eligible employees, as defined in the Plan, of Wintrust Financial Corporation and its eligible subsidiaries (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. All full-time employees who have completed at least three months of employment and are at least 18 years of age are eligible to participate in the Plan. On January 1, 2001, the Tricom Funding, Inc. 401(k) Retirement Savings Plan was merged into the Plan. CONTRIBUTIONS The Plan allows for contributions by participants of up to 10% of eligible compensation. Contributions are tax-deferred under the provisions of Internal Revenue Code (Code) Section 401(k), subject to certain limitations. Participant contributions and earnings thereon are fully vested. The Company may elect to make matching contributions to the Plan on behalf of all participants. The Company's matching contributions for 2001 and 2000 were $282,924 and $123,830, respectively. Participants are immediately vested in the Company's matching contribution and earnings thereon. For 2001, the Company's matching contributions were allocated to participant accounts at a rate of 30% of employee contributions up to a maximum of $2,000 per participant. For 2000, the Company's matching contributions were allocated to participant accounts at a rate of 20% of employee contributions up to a maximum of $1,000 per participant. - 4 - Wintrust Financial Corporation Retirement Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) INVESTMENT OF PLAN ASSETS A trust fund was established for the purposes of holding and investing Plan assets in accordance with the terms of the Trust Agreement between the Company and the Trustee, Wayne Hummer Trust Company, N. A. (Trustee), formerly Wintrust Asset Management Company, N.A., a subsidiary of the Company and a party in interest. PARTICIPANT LOANS Participants may borrow from their fund account up to the lesser of $50,000 or 50% of their account balance. Loan terms are established by the plan administrator in accordance with the Plan Agreement. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates, as determined by the plan administrator. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of: (a) the Company's contributions, if any, and (b) Plan earnings/losses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. PAYMENT OF BENEFITS On termination of service due to death, disability, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's account or annual installments. For termination of service due to other reasons, a participant may receive the value of the participant's account as a lump-sum distribution. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions, if any, at any time and to terminate the Plan subject to the provisions of ERISA. - 5 - Wintrust Financial Corporation Retirement Savings Plan Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements are prepared under the accrual basis of accounting. INVESTMENT VALUATION AND INCOME RECOGNITION Investments are reported at fair value, which equals the quoted market price on the last business day of the Plan year. The shares of mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. Loans to participants are reported at their outstanding balances, which approximate fair value. Purchases and sales of securities are recorded on a trade-date basis and are accounted for using the specific identification method. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. ADMINISTRATIVE EXPENSES Administrative expenses of the Plan are paid from the trust fund to the extent they are not paid by the Company. All administrative expenses were paid by the Company for the years ended December 31, 2001 and 2000. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. - 6 - Wintrust Financial Corporation Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's net assets available for benefits is as follows: DECEMBER 31 2001 2000 --------------------------------- Wintrust Financial Corporation Common Stock* $2,872,816 $1,258,560 Fidelity Advisor Equity Growth Fund 1,301,797 1,480,324 Fidelity Spartan 500 Index Fund 820,753 698,188 Fidelity Spartan Money Market Fund 674,183 363,573 William Blair Growth Fund 496,080 447,505 Janus Enterprise Fund 489,577 260,064 Fidelity Intermediate Government Fund 483,344 301,751 *Indicates party in interest to the Plan. The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as determined by quoted market prices as follows: YEAR ENDED DECEMBER 31 2001 2000 --------------------------------- Common stock $ 1,271,669 $ 53,260 Mutual funds (685,968) (261,220) --------------------------------- $ 585,701 $ (207,960) ================================= 4. INCOME TAXES The Plan has not received a determination letter from the Internal Revenue Service stating that the Plan is qualified under Section 401(a) of the Code. However, the plan administrator believes that the Plan is qualified and, therefore, the related trust is exempt from taxation. - 7 - Supplemental Schedule
EIN 36-3954651 Plan #001 Wintrust Financial Corporation Retirement Savings Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2001 CURRENT DESCRIPTION OF INVESTMENT UNITS/SHARES VALUE - ----------------------------------------------------------------------------------------------------------- Short-term investments: Fidelity Cash Reserves Fund 4,573 $ 4,573 Fidelity Spartan Money Market Fund 674,183 674,183 Common stock: Wintrust Financial Corporation* 93,975 2,872,816 Mutual funds: Fidelity Advisor Equity Growth Fund 25,896 1,301,797 Fidelity Spartan 500 Index Fund 10,404 820,753 William Blair Growth Fund 45,637 496,080 Janus Enterprise Fund 15,299 489,577 Fidelity Intermediate Government Fund 49,271 483,344 Participant loans (5.0%-9.5%) 152,725 ------------------- $ 7,295,848 =================== *Indicates party in interest to the Plan.
- 8 - EX-23 3 exb23_1.txt WINTRUST FINANCIAL CORPORATION CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-52652) pertaining to the Wintrust Financial Corporation Retirement Savings Plan of our report dated August 19, 2002, with respect to the financial statements and schedule of Wintrust Financial Corporation Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2001. /s/ ERNST & YOUNG LLP Chicago, Illinois October 16, 2002 -----END PRIVACY-ENHANCED MESSAGE-----