-----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, MtyA8wCqSxNtu0HtzmrKPqPCuFr/S2O+GDdFK4xTkAJKJyxvfst6Vt6R1EZLK2P1 wpgK3SldVNKFqmc8AE799g== 0000913849-03-000338.txt : 20030725 0000913849-03-000338.hdr.sgml : 20030725 20030725104800 ACCESSION NUMBER: 0000913849-03-000338 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIVATEBANCORP INC CENTRAL INDEX KEY: 0000889936 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363681151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107323 FILM NUMBER: 03802348 BUSINESS ADDRESS: STREET 1: TEN NORTH DEARBORN SUITE 900 CITY: CHICAGO STATE: IL ZIP: 60602 MAIL ADDRESS: STREET 1: TEN NORTH DEARBORN STREET CITY: CHICAGO STATE: IL ZIP: 60602 S-3 1 fs3_072403.txt FORM S_3 As filed with the Securities and Exchange Commission on July 24, 2003 Registration No. 333- =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRIVATEBANCORP, INC. (Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3681151 State or Other Jurisdiction TEN NORTH DEARBORN STREET (IRS Employer of Incorporation or Organization) CHICAGO, ILLINOIS 60602 Identification Number) (312) 683-7100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) DENNIS L. KLAESER CHIEF FINANCIAL OFFICER TEN NORTH DEARBORN STREET CHICAGO, ILLINOIS 60602 (312) 683-7100 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) The Commission is requested to send copies of all communications to:
JENNIFER R. EVANS, ESQ. EDWIN S. DEL HIERRO, ESQ. VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C. BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG LLC 222 NORTH LASALLE STREET, SUITE 2600 333 WEST WACKER DRIVE, SUITE 2700 CHICAGO, ILLINOIS 60601-1003 CHICAGO, ILLINOIS 60606 (312) 609-7500 (312) 984-3100
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [X] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] (REGISTRATION NO. 333-104779) If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE
=========================================================================================================================== TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value 230,000 $31.25 $7,187,500 $581.47 ===========================================================================================================================
_______________ THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-104779) filed by PrivateBancorp, Inc. with the Securities and Exchange Commission (the "Commission") on April 25, 2003, which was declared effective by the Commission on July 24, 2003, including all amendments and exhibits thereto, are incorporated by reference into this Registration Statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS 5.1 Opinion of Vedder, Price, Kaufman & Kammholz, P.C. regarding legality.* 23.1 Consent of Ernst & Young LLP.* 23.2 Consent of Vedder, Price, Kaufman & Kammholz, P.C. (included in Exhibit 5.1). 24.1 Power of Attorney (incorporated herein by reference to Exhibit 24.1 to Registrant's Registration Statement on Form S-3 (File No. 333-104779)). - --------------------------- * Filed herewith. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 24th day of July, 2003. PRIVATEBANCORP, INC. By: /s/ Ralph B. Mandell -------------------- Ralph B. Mandell Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on the 24th day of July, 2003 in the capacities indicated.
SIGNATURE TITLE --------- ----- /s/ Ralph B. Mandell Chairman, President and Chief Executive - --------------------------------------------- Officer Ralph B. Mandell /s/ Dennis L. Klaeser Chief Financial Officer - ------------------------------------------------------ Dennis L. Klaeser /s/ Lisa M. O'Neill Controller - ------------------------------------------------------ Lisa M. O'Neill /s/ Donald L. Beal* Director - ------------------------------------------------------ Donald L. Beal /s/ Naomi T. Borwell* Director - ------------------------------------------------------ Naomi T. Borwell /s/ William A. Castellano* Director - ------------------------------------------------------ William A. Castellano /s/ Robert F. Coleman* Director - ------------------------------------------------------ Robert F. Coleman /s/ John E. Gorman* Director - ------------------------------------------------------ John E. Gorman /s/ William A. Goldstein* Director - ------------------------------------------------------ William A. Goldstein S-1 /s/ Alvin J. Gottlieb* Director - ------------------------------------------------------ Alvin J. Gottlieb /s/ James M. Guyette* Director - ------------------------------------------------------ James M. Guyette /s/ Richard C. Jensen* Director - ------------------------------------------------------ Richard C. Jensen /s/ Philip M. Kayman* Director - ------------------------------------------------------ Philip M. Kayman /s/ William R. Langley* Director - ------------------------------------------------------ William R. Langley /s/ Thomas F. Meagher* Director - ------------------------------------------------------ Thomas F. Meagher /s/ William J. Podl* Director - ------------------------------------------------------ William J. Podl /s/ Michael B. Susman* Director - ------------------------------------------------------ Michael B. Susman * Signed pursuant to power of attorney By: /s/ Ralph B. Mandell ------------------------------------------------- Ralph B. Mandell Attorney-in-fact
S-2 EXHIBIT LIST 5.1 Opinion of Vedder, Price, Kaufman & Kammholz, P.C. regarding legality.* 23.1 Consent of Ernst & Young LLP.* 23.2 Consent of Vedder, Price, Kaufman & Kammholz, P.C. (included in Exhibit 5.1). 24.1 Power of Attorney (incorporated herein by reference to Exhibit 24.1 to Registrant's Registration Statement on Form S-3 (File No. 333-104779)). - --------------------------- * Filed herewith. EX-23.1 3 ex23-1_072403.txt CONSENT EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of PrivateBancorp, Inc. for the registration of 1,955,000 shares of its common stock and to the incorporation by reference therein of our report dated January 20, 2003, with respect to the consolidated financial statements of PrivateBancorp, Inc. included in its Annual Report on Form 10-K/A for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Chicago, Illinois July 22, 2003 EX-5.1 4 ex5-1_072403.txt OPINION Exhibit 5.1 VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C. 222 NORTH LASALLE STREET CHICAGO, ILLINOIS 60601 312-609-7500 FACSIMILE: 312-609-5005 OFFICES IN CHICAGO, NEW YORK CITY AND LIVINGSTON, NEW JERSEY July 24, 2003 PrivateBancorp, Inc. Ten North Dearborn Street Chicago, Illinois 60602 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We are acting as special counsel to PrivateBancorp, Inc., a Delaware corporation (the "Company"), in connection with the filing with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-3 (the "Registration Statement") filed by the Company on July 24, 2003 with the Commission pursuant to Rule 462(b) under the Securities Act of 1933 (the "Act"), as amended, for the purposes of registering under the Act an additional 230,000 shares of the Company's common stock, without par value (the "Common Stock"), including up to an additional 30,000 shares subject to the Underwriters' over-allotment option. This Registration Statement relates to a registration statement on Form S-3 covering 1,725,000 Shares of Common Stock (Registration No. 333-104779), which was declared effective by the Commission on July 24, 2003 (the "Initial Registration Statement") In connection with our opinion, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of the Initial Registration Statement, the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Company, as well as such other corporate records, documents and other papers as we deemed necessary to examine for purposes of this opinion. We have assumed the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies and the genuineness of all signatures. Based on the foregoing, we are of the opinion that the 230,000 shares of Common Stock that may be offered and sold pursuant to and in accordance with the Registration Statement (including the additional 30,000 shares subject to the over-allotment option) have been duly authorized and if and when sold in accordance with the terms of the Underwriting Agreement relating to such offering will be validly issued by the Company and will be fully paid and nonassessable shares of Common Stock. We are duly licensed to practice law in the State of Illinois and in rendering the opinion set forth herein, we express no opinion as to the laws of any jurisdiction other than the laws of the State of Illinois and the Delaware General Corporation Law, as currently in effect. VEDDERPRICE PrivateBancorp, Inc. July 24, 2003 Page 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" in the Prospectus included therein. Very truly yours, /s/ VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C. JRE JDK JKZ -----END PRIVACY-ENHANCED MESSAGE-----