-----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, VKqj1sqQyMoTieJBgJH1v6k0UiMXpc8NML9LWyHtDR6Y3eNZ5SqVTw+eUjnQwVCh /qhdjI+p4n9B0CakOwmd1w== 0000913849-04-000415.txt : 20040624 0000913849-04-000415.hdr.sgml : 20040624 20040624123234 ACCESSION NUMBER: 0000913849-04-000415 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040624 ITEM INFORMATION: FILED AS OF DATE: 20040624 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25887 FILM NUMBER: 04878965 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 8-K 1 f8k_062204.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): JUNE 24, 2004 PRIVATEBANCORP, INC. (Exact Name of Registrant as Specified in its Charter) ____________________________ DELAWARE 000-25887 36-3681151 (State or other jurisdiction (Commission file number) (I.R.S. employer of incorporation) identification no.) TEN NORTH DEARBORN 60602 CHICAGO, ILLINOIS (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (312) 683-7100 NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLAN. PrivateBancorp, Inc. (the "Company") has elected to change the service provider for the PrivateBancorp, Inc. Savings and Retirement Plan (the "Plan"). As a result of this change, there will be a blackout period in which Plan participants temporarily will be unable to: (1) direct or diversify the assets held in their Plan accounts, (2) obtain a loan under the Plan, or (3) obtain a distribution from the Plan. The blackout period is expected to begin on July 26, 2004, and is expected to end on August 27, 2004. Pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission's Regulation BTR, and concurrently with the filing of this Current Report on Form 8-K, the registrant transmitted a notice of the impending blackout period to the members of its Board of Directors and executive officers. A copy of the notice is attached as Exhibit No. 99.1 to this Current Report on Form 8-K, and incorporated herein by reference. The person designated by the Company to respond to inquiries about the blackout period is Ms. Marcia Bowden, The PrivateBank and Trust Company, Ten North Dearborn, Suite 900, Chicago, Illinois, 60602, telephone: 312-683-7737. 2 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 hereunto duly authorized. PRIVATEBANCORP, INC. Date: June 24, 2004 By:/s/ Ralph B. Mandell ------------------------------- Ralph B. Mandell Chairman of the Board and Chief Executive Officer 3 INDEX TO EXHIBITS ----------------- Exhibit - ------- 99.1 Notice to Directors and Executive Officers of PrivateBancorp, Inc. dated June 24, 2004 4 EX-99.1 2 ex99-1_062204.txt NOTICE TO DIRECTORS & EXECUTIVE OFFICERS DATED 6/24/04 EXHIBIT 99.1 ------------ [PRIVATEBANCORP, INC. LETTERHEAD] MEMO To: Members of the Board of Directors and Executive Officers From: Marcia Bowden Date: 6-24-04 Re: PrivateBancorp, Inc. Pension Plan Blackout Period Notice ______________________________________________________________________________ As a director or executive officer of PrivateBancorp, Inc. ("PVTB") you are subject to Section 306(a) of the Sarbanes-Oxley Act of 2002, which prohibits certain securities transactions during pension plan blackout periods. This memorandum is to notify you of an impending blackout period in connection with a planned change in the record keeper for the PrivateBancorp, Inc. Savings and Retirement Plan (the "Plan"). The equity security subject to the blackout period is PVTB common stock. DURING THE BLACKOUT PERIOD, YOU ARE PROHIBITED FROM PURCHASING, SELLING, OR OTHERWISE ACQUIRING OR TRANSFERRING PVTB COMMON STOCK OR ITS DERIVATIVES, INCLUDING STOCK OPTIONS. 1 THIS PROHIBITION APPLIES TO ANY DIRECT OR INDIRECT PECUNIARY INTEREST YOU MAY HAVE IN SUCH SECURITIES, SUCH AS PVTB COMMON STOCK HELD BY IMMEDIATE FAMILY MEMBERS LIVING WITH YOU, IN TRUST, OR BY CONTROLLED PARTNERSHIPS OR CORPORATIONS. THIS PROHIBITION ALSO APPLIES WITHOUT REGARD TO WHETHER YOU PARTICIPATE IN THE PLAN OR YOUR TRANSACTIONS ARE INSIDE THE PLAN. Upon termination of the blackout period, you will be permitted to resume transactions in such securities subject to the PrivateBancorp, Inc. Insider Trading Policy ("the Policy"). Please be advised that you are still subject to regular blackout periods as imposed under the Policy in correlation with earnings releases, as well as "special" blackout periods imposed periodically, as appropriate. - ------------------------------- 1 There are limited exceptions to the prohibition including: bona fide gift transactions and purchases and sales under qualified Rule 10b5-1 trading plans. IT IS STRONGLY RECOMMENDED THAT YOU CONSULT WITH PRIVATEBANCORP, INC. CFO DENNIS L. KLAESER, PRIOR TO ENTERING INTO A TRANSACTION BASED ON ANY EXCEPTION. Please note the following information regarding the upcoming blackout period: o During the blackout period, participants in the Plan will be temporarily unable to direct or diversify the assets held in their Plan accounts, obtain a loan under the Plan, or obtain a distribution from the Plan. o The blackout period is expected to commence on JULY 26, 2004 and is expected to end AUGUST 27, 2004. If you have questions regarding this notice, please contact me at (312) 683-7737 or in writing at The PrivateBank and Trust Company, Attention Marcia Bowden, Ten North Dearborn, Suite 900, Chicago, IL 60602. -----END PRIVACY-ENHANCED MESSAGE-----