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): February 4, 2003
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 Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
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 February 4, 2003, (effective as of January 31, 2003) Wintrust Financial
Corporation ("Wintrust") completed the previously announced acquisition of 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 has been merged into and will 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 included 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 was issued at 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 completed in the first quarter of 2003, and declared effective by the
Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit
February 4, 2003 Press Release - Wintrust Financial Corporation Completes
Acquisition of Lake Forest Capital Management Company.
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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: February 4, 2003 /s/ David L. Stoehr
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Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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99.1 Press release dated February 4, 2003.
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