As filed with the Securities and Exchange Commission on February 12, 2003.
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WINTRUST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
ILLINOIS 36-3873352
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification Number)
727 NORTH BANK LANE
LAKE FOREST, ILLINOIS 60045-1951
(847) 615-4096
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
DAVID A. DYKSTRA
SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
727 NORTH BANK LANE
LAKE FOREST, ILLINOIS 60045-1951
(847) 615-4096
(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.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
(312) 609-7500
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
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. [X]
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. [ ]
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
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Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered Registered(1) Price Per Share(1)(2) Offering Price(1) Registration Fee
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Common Stock, without par value* 191,976 $29.44 $5,651,773 $519.96
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* Including the preferred share purchase rights associated therewith.
(1) Shares of common stock that may be offered pursuant to this registration
statement include 81,976 newly issued shares and 60,000 shares issuable
upon exercise of warrants issued pursuant to an Agreement and Plan of
Merger dated December 18, 2002. Shares of common stock also include
consideration contingent upon the attainment of certain performance
measures over the next four years that may become payable in shares in
certain circumstances, estimated to be 50,000 shares.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c), based on the average of the high and low sale
prices on February 6, 2003, as reported on the Nasdaq National Market,
of $29.68 and $29.20, respectively.
____________________
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to completion, dated February 12, 2003.
PROSPECTUS
WINTRUST FINANCIAL CORPORATION
191,976 SHARES OF COMMON STOCK
Certain shareholders of Wintrust Financial Corporation are offering for
sale from time to time up to 191,976 shares of our common stock under this
prospectus. The selling shareholders may offer the shares:
o to or through one or more underwriters;
o directly to purchasers;
o on the Nasdaq National Market in typical brokerage transactions;
o in negotiated transactions, or otherwise.
The selling shareholders may sell the shares of common stock covered by
this prospectus:
o at market prices prevailing at the time of sale;
o at prices related to the then-prevailing market price; or
o at negotiated prices.
We will not receive any proceeds from the sale of the shares of common
stock by the selling shareholders. No minimum purchase is required and no
arrangement has been made to have funds received by the selling shareholders
and/or any registered representatives placed in an escrow, trust or similar
account or arrangement.
Our common stock is traded on the Nasdaq National Market under the symbol
"WTFC." On February 10, 2003, the closing price of our common stock as reported
on Nasdaq was $29.54 per share.
YOU SHOULD CONSIDER, AMONG OTHER THINGS, THE INFORMATION SET FORTH IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 7 OF THIS PROSPECTUS.
THE SHARES OF COMMON STOCK THAT ARE BEING OFFERED ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE
BANK INSURANCE FUND OR THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
GOVERNMENTAL AGENCY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is February [___], 2003.
TABLE OF CONTENTS
PAGE
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Summary Information.....................................................1
Risk Factors............................................................7
Use of Proceeds........................................................13
Price Range of Common Stock and Dividend Policy........................13
Selling Shareholders...................................................14
Plan of Distribution...................................................16
Transfer Agent.........................................................17
Legal Matters..........................................................17
Experts ..............................................................17
Where You Can Find More Information....................................17
Documents Incorporated By Reference....................................18
____________________
You should rely only on the information provided or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. This prospectus is not an offer to sell, nor is
it seeking an offer to buy, these securities in any state where the offer or
sale is not permitted. The information in this prospectus is complete and
accurate as of the date on the front cover, but the information may have changed
since that date.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make certain forward-looking statements in this prospectus that are
based upon our current expectations and projections about current events. We
intend these forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and we are including this statement for purposes
of these safe harbor provisions. You can identify these statements from our use
of the words "may," "will," "should," "could," "would," "plan," "potential,"
"estimate," "project," "believe," "intend," "anticipate," "expect," "target" and
similar expressions. These forward-looking statements include statements
relating to:
o our goals, intentions and expectations;
o our business plans and growth strategies; and
o estimates of our risks and future costs and benefits.
These forward-looking statements are subject to significant risks,
assumptions and uncertainties, including among other things, changes in general
economic and business conditions and the risks and other factors set forth in
the "Risk Factors" section beginning on page 7.
Because of these and other uncertainties, our actual future results,
performance or achievements, or industry results, may be materially different
from the results indicated by these forward-looking statements. In addition, our
past results of operations do not necessarily indicate our future results. You
should not place undue reliance on any forward-looking statement, which speak
only as of the date they were made. We will not update these forward-looking
statements, even though our situation may change in the future, unless we are
obligated to do so under the federal securities laws. We qualify all of our
forward-looking statements by these cautionary statements.
i
SUMMARY INFORMATION
This summary highlights information about Wintrust and our business and
should be read in conjunction with the documents incorporated by reference into
this prospectus. Because this is a summary, it may not contain all of the
information that is important to you. Therefore, you should also read the more
detailed information that is included in the documents incorporated by
reference, as well as the "Risk Factors" section of this prospectus beginning on
page 7, before making a decision to invest in our common stock.
This prospectus relates to the offer and sale from time to time by the
selling shareholders named in this prospectus of up to 191,976 shares of common
stock. We newly issued 81,976 of these shares to the selling shareholders on
February 4, 2003 in connection with our acquisition of Lake Forest Capital
Management Company. As part of the transaction we made a cash payment and issued
to the selling shareholders warrants to acquire an additional 60,000 shares at
$30.497 per share. We also agreed to pay additional consideration contingent
upon the attainment of certain performance measures over the next four years.
This prospectus covers up to 110,000 additional shares that we may issue to the
selling shareholders if they exercise the warrants or if they are eligible to
receive these additional purchase price amounts. Because the issuance of the
shares in that transaction was not registered with the SEC, the selling
shareholders have "restricted stock." All of the selling shareholders were
former owners of Lake Forest Capital Management Company and each of them is
currently employed by us, pursuant to an employment agreement entered into in
connection with the transaction. We are registering the shares to enable the
selling shareholders to resell the shares in the public market from time to time
or on a delayed basis and to permit secondary trading of the shares after they
are sold by the selling shareholders.
ABOUT WINTRUST FINANCIAL CORPORATION
We are a financial holding company headquartered in Lake Forest, Illinois,
with total assets of approximately $3.7 billion at December 31, 2002. We operate
seven community banks, all in affluent suburbs of Chicago, which provide
community-oriented, personal and commercial banking services primarily to
individuals and small to mid-size businesses through 32 banking facilities. Each
of our banks provides a full complement of commercial and consumer loan and
deposit products and services. Since late 1998, we have provided trust and
investment services through our asset management subsidiary to customers of our
banks. Through Wayne Hummer Investments, LLC and Wayne Hummer Asset Management
Company, firms we acquired in February 2002 to expand our asset management
business, we provide brokerage and trust and investment services to over 35,000
customers, primarily in the Midwest, as well as to customers of our banks. In
addition, we are involved in specialty lending through operating subsidiaries or
divisions of certain of our banks. Our specialty lending niches include one of
the five largest, based on management's estimates, commercial insurance premium
finance companies in the United States; a company which provides accounts
receivable financing and administrative services to the temporary staffing
industry; and an indirect auto lending business which purchases loans through
Chicago-area automobile dealerships.
COMMUNITY BANKING
Each of our banking subsidiaries was founded as a de novo, or new, banking
organization within the last approximately eleven years. We have grown from $1.1
billion in assets at December 31, 1997 to approximately $3.7 billion in assets
at December 31, 2002. Our historical financial performance has been affected by
costs associated with growing market share in deposits and loans, opening new
banks and branch facilities, and building an experienced management team. Our
recent financial performance generally reflects the improved profitability of
our operating subsidiaries as they mature, offset by the costs of opening new
banks and branch facilities.
ASSET MANAGEMENT AND BROKERAGE SERVICES
We offer trust services in the communities served by our banks through our
trust company subsidiary that we now call Wayne Hummer Trust Company. To expand
our asset management business and to enter into the securities brokerage
business, in February 2002, we acquired Wayne Hummer Investments, LLC, a
registered broker-dealer, Wayne Hummer Asset Management Company, a registered
investment adviser, and Focused Investments LLC, a broker-dealer and
wholly-owned subsidiary of Wayne Hummer Investments, each based in Chicago. The
acquisition has enabled us to augment fee-based revenue and to diversify our
revenue stream by adding brokerage services as well as offering traditional
banking products to the customers of the Wayne Hummer Companies.
Through Wayne Hummer Investments, we provide a full range of private client
and securities brokerage services to approximately 35,000 customers, located
primarily in the Midwest, with client assets of approximately $4.0 billion at
December 31, 2002. Focused Investments provides a full range of investment
services to clients through a network of relationships with community-based
financial institutions primarily in Illinois. Wayne Hummer Asset Management
Company provides money management services and advisory services to individual
and institutional accounts, as well as four proprietary mutual funds, and also
provides portfolio management and financial supervision for a wide range of
pension and profit-sharing plans. We had approximately $700 million of assets
under management at December 31, 2002.
To further expand our wealth management business in the Chicago
metropolitan area, on February 4, 2003, we completed our acquisition of Lake
Forest Capital Management Company. Lake Forest Capital Management, a registered
investment adviser with approximately $300 million of assets under management as
of December 31, 2002, will operate as a separate division of Wayne Hummer Asset
Management Company.
SPECIALTY LENDING
We conduct our specialty lending businesses through indirect non-bank
subsidiaries and divisions of our banks.
Through First Insurance Funding we make loans to businesses to finance
the insurance premiums they pay on their commercial insurance policies. The
loans are originated by First Insurance Funding working through independent
medium and large insurance agents and brokers located throughout the nation. The
insurance premiums we finance are primarily for commercial customers' purchases
of liability, property and casualty and other commercial insurance. This lending
involves relatively rapid turnover of the loan portfolio and high volume of loan
originations. Because of the indirect nature of this lending and because the
borrowers are located nationwide, this segment may be more susceptible to third
party fraud. The majority of these loans are purchased by our banks in order to
more fully utilize their lending capacity. These loans generally provide the
banks higher yields than alternative investments. Since the second quarter of
1999, we have also been selling some of the loan originations to an unrelated
third party with servicing retained.
Through Tricom, Inc. we provide high-yielding, short-term accounts
receivable financing and value-added, outsourced administrative services, such
as data processing of payrolls, billing and cash management services to the
temporary staffing industry. Tricom's clients, located throughout the United
States, provide staffing services to businesses in diversified industries.
During 2002, Tricom processed payrolls with associated client billings of
approximately $244.7 million and contributed $7.3 million of revenues, net of
interest expense, to us.
2
We engage in other specialty lending through divisions of our banks,
including indirect auto lending which we conduct through a division of Hinsdale
Bank. The indirect automobile loans are diversified among many individual
borrowers, secured by new and used automobiles and are generated by a network of
automobile dealers located in the Chicago area with which we have established
relationships. Like other consumer loans, the indirect auto loans are subject to
the banks' established credit standards. We regard substantially all of these
loans as prime quality loans. Management continually monitors the dealer
relationships to deter third party fraud, and the banks are not dependent on any
one dealer as a source of such loans. At December 31, 2002, our indirect auto
loans were $178.2 million and comprised approximately 7% of our loan portfolio.
Management is not pursuing growth in this segment and anticipates that this
portfolio will comprise a smaller portion of the net loan portfolio in the
future.
3
OPERATIONAL STRATEGY
Since our first bank was opened in 1991, we have been committed to the same
fundamental operational strategy, the key elements of which include the
following:
o MAINTAINING DECISION-MAKING AUTHORITY LOCALLY WITHIN EACH OF OUR
OPERATING SUBSIDIARIES AND PROVIDING A HIGH LEVEL OF PERSONAL AND
PROFESSIONAL SERVICE. Our community banking philosophy is driven by
our emphasis on local independence and decision-making authority
within each of our banks. While senior management of Wintrust provides
expertise to each of our subsidiaries in the areas of capital
planning, long-term strategic planning, marketing and advertising,
financial management, investment and asset/liability management, and
technology, the separate management teams of each of the banks, as
well as First Insurance, Wayne Hummer Trust Company, Tricom, the Wayne
Hummer Companies and Lake Forest Capital Management Company, have full
managerial responsibilities for customer service and the ongoing
day-to-day operations of their respective organizations, subject to
the oversight of our Board of Directors and the boards of our
subsidiaries. Our operating subsidiaries enjoy the competitive
advantages of being able to tailor products and services to meet the
differing needs of the customers that they serve, to quickly make
decisions affecting customers, and to participate actively in their
communities.
o EMPLOYING FEWER, BUT HIGHLY QUALIFIED AND PRODUCTIVE INDIVIDUALS AT
RELATIVELY HIGH COMPENSATION RATES AND FOCUSING ON LOW NET OVERHEAD
RATIOS. Key to our growth and profitability is our management's
extensive experience in providing community banking and financial
services, and retaining highly qualified managers is critical to our
strategy. Our banks' presidents and chief executive officers were
selected not only for their years of banking experience but also for
their business development skills and their strong ties to the
communities they serve. Our practice of employing fewer, but highly
qualified and productive individuals at all levels of the organization
is key to maintaining a decentralized management structure. Although
our management compensation levels may be relatively high, we believe
our organizational structure allows us to continue to improve and
maintain favorable net overhead ratios as the banks, First Insurance,
Wayne Hummer Trust Company and Tricom mature.
o MARKETING INNOVATIVE DEPOSIT AND LOAN PRODUCTS. Our banks offer local
residents competitive retail products designed to attract customers
and to provide the banks with the opportunity to introduce and
cross-sell their full range of personalized banking services. Each of
our banks has developed a strong customer base within its communities
through the utilization of innovative community-oriented marketing
programs. Our banks market their products aggressively through
creative newspaper and other advertising, special promotions and
frequently sponsored community events. While competitive pricing may
create pressure on our net interest margin at times, to be more
responsive to the needs of consumers in their specific markets, the
banks have also introduced a variety of innovative deposit and loan
products to appeal to the unique needs of different types of bank
customers, such as different age groups and other special segments of
the target markets. In addition, each of our banks has a large board
of directors comprised of influential business persons and prominent
individuals within their respective communities who assist the banking
officers with business development.
o PURSUING A NUMBER OF SPECIALTY LENDING NICHES. We currently finance
loans in several different specialty lending niches to more fully
utilize our lending capacity, to diversify our loan portfolio, and to
enhance the profitability of our banks. In addition to premium finance
4
loans originated by First Insurance, short-term accounts receivables
financed by Tricom, and indirect auto loans, we also engage in
mortgage warehouse lending, medical and municipal equipment leasing,
homeowners and condominium association lending and, more recently,
small aircraft lending. Loans in our specialty lending niches tend to
be higher yielding than other commercial and consumer loans in our
banks' portfolios, but may involve greater credit risks than generally
associated with loan portfolios of more traditional community banks
due to marketability of the collateral or because we do not have
direct customer relationships with the underlying borrowers.
o FOCUS ON GENERATING FEE INCOME TO AUGMENT NET INTEREST INCOME. During
2002, we generated fee income from a variety of sources including the
origination and sale of mortgage loans, account service charges,
trust, asset management and brokerage fees, premium income from call
option contracts, as well as gains on sales of premium finance
receivables and securities. In addition, we earn administrative fees
at Tricom related to its payroll processing business. Non-interest
income as a percentage of net revenues increased to 38% for the year
ended December 31, 2002, from 28% in 2001. The acquisition of Lake
Forest Capital Management will further augment our sources of fee
income.
GROWTH STRATEGY
Key elements of our growth strategy include the following:
o INTERNAL GROWTH. Due to our de novo strategy, we believe we have not
yet realized the full deposit and asset generation potential in the
communities now served by our existing banking facilities. We believe
we can leverage our existing infrastructure to support additional
business while maintaining a high level of personalized customer
service and responsiveness. As consolidation in the financial services
industry continues, management expects that more individuals and small
businesses will become disenchanted with the perceived lower level of
service offered by the larger institutions, providing continuing
market share opportunity for us. We may from time to time compete for
deposits, particularly in our newer markets, with aggressive pricing,
which may reduce our net interest margin. With management's focus on
balancing further asset growth with earnings growth, our current
strategy is to continue less aggressive deposit pricing at those banks
with significant market share and more established customer bases.
o EXPANDING INTO ATTRACTIVE MARKETS WITH LIMITED LOCAL BANKING
COMPETITION. We plan to continue our geographic expansion by
leveraging our existing banks and opening new branch facilities in
nearby communities where management believes targeted customers would
be attracted to a community banking alternative. We also intend to
continue the formation of additional de novo banks in attractive
markets in and around the Chicago metropolitan area. We will continue
to be impacted by start-up costs to the extent we undertake additional
de novo bank, branch and business formations. In addition, we intend
to pursue potential acquisitions of other community-oriented banks
that are already operating in desirable markets in the greater Chicago
metropolitan area. Due to potential competition from other bidders,
seller price expectations or other factors, however, we may not be
successful in acquiring other banks at prices we consider attractive.
Acquisitions, if any, could have a short-term dilutive effect on
earnings per share.
o AUGMENTING THE LOAN PORTFOLIO WITH OUR SPECIALTY LENDING NICHES TO
ALLOW THE BANKS TO MORE FULLY UTILIZE THEIR LENDING CAPACITY AND
ADDING RELATED FINANCIAL SERVICES BUSINESSES TO INCREASE FEE INCOME.
Our specialty lending niches have enhanced the profitability of our
community banks by optimizing their earning asset base and allowing
them to diversify their
5
loan portfolios. Certain of our related financial services businesses
also contribute to higher fee income, such as administrative service
fees earned by Tricom for payroll processing. We may pursue
acquisitions or development of additional specialty lending businesses
engaged in asset generation suitable for bank investment and/or
secondary market sales. We may also pursue acquisitions or development
of related financial services businesses to augment fee income.
Management intends to continue to explore various commercial and
consumer finance activities and to seek attractive potential
acquisition candidates. Acquisitions, if any, could have a short-term
dilutive effect on earnings per share.
o GROWTH OF TRUST AND INVESTMENT SERVICES PROVIDED TO SMALL AND
MID-SIZED BUSINESSES AND AFFLUENT INDIVIDUALS. With the formation of
Wayne Hummer Trust Company, formerly known as Wintrust Asset
Management Company, in 1998 we began to market trust and investment
services more aggressively to bank customers in an effort to expand
our market share and increase our fee income. Our acquisition of the
Wayne Hummer Companies in 2002 significantly expanded our investment
services customer base and enabled us to diversify our revenue stream.
In an effort to further expand our trust and investment services
business, we have recently begun to cross-market our expanded base of
brokerage and investment management products and services to our
banking clients while offering trust services and estate planning
products, as well as traditional banking services, to brokerage and
asset management clients. We expect to continue to experience higher
expense ratios in our trust and investment segment as we continue to
integrate the Wayne Hummer Companies and Lake Forest Capital
Management Company into our business.
o UTILIZING THE INTERNET AS A NEW DISTRIBUTION CHANNEL FOR BOTH EXISTING
AND FUTURE BANK PRODUCTS AND SERVICES. We maintain community bank
websites and a number of on-line financial services, including on-line
banking, bill pay and check register, investment portfolio review,
home mortgage applications, a community calendar, links to key sites
and wireless access. We anticipate adding new products and services in
the future, and expect that the Internet may become an increasingly
important distribution channel for our banks. This will likely require
continued investment to keep pace with technological change.
OFFICE LOCATION
Our principal executive offices are located at 727 North Bank Lane, Lake
Forest, Illinois 60045-1951, and our telephone number is (847) 615-4096.
6
RISK FACTORS
You should carefully consider the following risk factors before you decide
to buy our common stock. You should also consider the other information in this
prospectus, as well as the documents incorporated by reference in this
prospectus.
DE NOVO OPERATIONS AND BRANCH OPENINGS IMPACT OUR PROFITABILITY.
Our historical results have been impacted by our strategy of de novo bank
formations and branch openings. We have employed this strategy to build an
infrastructure that management believes can support additional internal growth
in our banks' respective markets. To expand into additional communities in and
around Chicago, we may undertake additional de novo bank formations or branch
openings. Based on our experience, management believes that it generally takes
from 13 to 24 months for new banks to first achieve operational profitability,
depending on the number of branch facilities opened, the impact of
organizational and overhead expenses, the start-up phase of generating deposits
and the time lag typically involved in redeploying deposits into attractively
priced loans and other higher yielding earning assets. However, it may take
longer than expected or than the amount of time we have historically experienced
for new banks and/or branch facilities to reach profitability, and there can be
no guarantee that these new banks or branches will ever be profitable. To the
extent we undertake additional de novo bank, branch and business formations, our
level of reported net income, return on average equity and return on average
assets will be impacted by start-up costs associated with such operations, and
we are likely to continue to experience the effects of higher expenses relative
to operating income from the new operations.
WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR GROWTH STRATEGY.
Although we have historically grown primarily through de novo bank
formations and the establishment of new branch offices, our strategic plan also
includes potential acquisitions of other financial institutions in attractive
markets, trust and investment management services companies, such as our recent
acquisition of Lake Forest Capital Management Company, and specialty lending or
related financial services businesses that offer unique earning asset niches or
fee income. We may not be successful in implementing our strategy for any number
of reasons, many beyond our control, including the following:
o if we are unable to identify attractive markets, locations or
opportunities, including attracting the necessary management, to
expand in the future, whether through de novo bank formations, the
addition of branch facilities or through acquisitions of other
community banks, specialty financial services companies or fee-based
businesses;
o if potential acquisitions are not available on terms acceptable or
favorable to us;
o if we are unable to obtain the required regulatory approvals for any
proposed acquisitions; or
o if we are unable to successfully integrate, operate and manage
businesses that we acquire, including the Wayne Hummer Companies or
Lake Forest Capital Management Company.
WE DEPEND ON OUR ABILITY TO ATTRACT AND RETAIN KEY PERSONNEL; WE RELY HEAVILY ON
OUR MANAGEMENT TEAM, AND THE UNEXPECTED LOSS OF KEY MANAGERS MAY ADVERSELY
AFFECT OUR OPERATIONS.
Our success to date has been influenced strongly by our ability to attract
and to retain senior management experienced in banking and financial services.
Retention of senior managers and appropriate succession planning will continue
to be critical to the successful implementation of our
7
strategies. We have entered into employment contracts with our executive
officers, as well as with approximately 58 of those senior officers who we
consider to be key employees. It is also important as we grow to be able to
attract and retain additional qualified senior and middle management. We do not
currently maintain key-man life insurance policies; however, we do maintain
bank-owned life insurance policies on most of our executive officers to offset
liabilities under employment contracts. The unexpected loss of services of any
key management personnel, or the inability to recruit and retain qualified
personnel in the future, could have an adverse effect on our business and
financial results.
OUR ALLOWANCE FOR LOAN LOSSES MAY PROVE TO BE INSUFFICIENT TO ABSORB LOSSES THAT
MAY OCCUR IN OUR LOAN PORTFOLIO.
Our allowance for loan losses is established in consultation with
management of our operating subsidiaries and is maintained at a level considered
adequate by management to absorb loan losses that are inherent in the
portfolios. The amount of future losses is susceptible to changes in economic,
operating and other conditions, including changes in interest rates, that may be
beyond our control, and such losses may exceed current estimates. Rapidly
growing and de novo bank loan portfolios are, by their nature, unseasoned. As a
result, estimating loan loss allowances for our newer banks is more difficult,
and therefore the banks may be more susceptible to changes in estimates, and to
losses exceeding estimates, than banks with more seasoned loan portfolios.
Although management believes that the allowance for loan losses is adequate to
absorb losses that may develop in our existing portfolios of loans and leases,
there can be no assurance that the allowance will prove sufficient to cover
actual loan or lease losses in the future.
OUR PREMIUM FINANCE BUSINESS INVOLVES UNIQUE OPERATIONAL RISKS AND COULD EXPOSE
US TO SIGNIFICANT LOSSES.
Of our total loans at December 31, 2002, 18%, or $461.6 million, were
comprised of commercial insurance premium finance receivables that we generate
through First Insurance. These loans, intended to enhance the average yield of
earning assets of our banks, involve a different, and possibly higher, level of
risk of delinquency or collection than generally associated with loan portfolios
of more traditional community banks. First Insurance also faces unique
operational and internal control challenges due to the relatively rapid turnover
of the premium finance loan portfolio and high volume of new loan originations.
The average term to maturity of these loans is less than 12 months, and the
average loan size when originated is approximately $30,000.
Because we conduct lending in this segment primarily through relationships
with a large number of unaffiliated insurance agents and because the borrowers
are located nationwide, risk management and general supervisory oversight may be
more difficult than in our banks. We may also be more susceptible to third party
fraud. Acts of fraud are difficult to detect and deter, and we cannot assure
investors that our risk management procedures and controls will prevent losses
from fraudulent activity. For example, in the third quarter of 2000, we recorded
a non-recurring after-tax charge of $2.6 million in connection with a series of
fraudulent loan transactions perpetrated against First Insurance by one
independent insurance agency located in Florida. Although we have since enhanced
our internal control system at First Insurance, we may continue to be exposed to
the risk of significant loss in our premium finance business.
Due to continued growth in origination volume of premium finance
receivables, since the second quarter of 1999, we have been selling some of the
loans First Insurance originates to an unrelated third party. We have recognized
gains on the sales of the receivables, and the proceeds of sales have provided
us with additional liquidity. Consistent with our strategy to be asset driven,
we expect to pursue similar sales of premium finance receivables in the future;
however, we cannot assure you that there will continue to be a market for sale
of these loans and the extent of our future sales of these loans will depend on
the level of new volume growth in relation to our capacity to retain the loans
within our subsidiary banks'
8
loan portfolios. Because we have a recourse obligation to the purchaser of
premium finance loans that we sell, we could incur losses in connection with the
loans sold if collections on the underlying loans prove to be insufficient to
repay to the purchaser the principal amount of the loans sold plus interest at
the negotiated buy-rate and if the collection shortfall on the loans sold
exceeds our estimate of losses at the time of sale.
OUR STRATEGY OF PURSUING SPECIALTY LENDING NICHES MAY EXPOSE US TO CREDIT RISKS
THAT ARE UNIQUE FOR A COMMUNITY BANKING ORGANIZATION OF OUR SIZE.
At December 31, 2002, 31% of our total loan portfolio consisted of loans
we make in what we consider to be specialty lending niches. In addition to our
premium finance loans, we engage in indirect auto lending, accounts receivable
financing, mortgage broker warehouse lending, loans to condominium, homeowner
and community associations, and to a much lesser extent, medical and municipal
equipment leasing, and small aircraft lending.
Our portfolio of automobile loans are originated indirectly through
unaffiliated automobile dealers located throughout the Chicago metropolitan
area. At December 31, 2002, our indirect auto loans were $178.2 million and
comprised approximately 7% of our loan portfolio. Because we are lending through
third-party originators, our indirect auto portfolio may be relatively riskier
than direct consumer lending. Also, because the indirect auto loan industry is
highly competitive, the cost of collection and repossession of the underlying
collateral may significantly reduce the profitability of this portfolio,
particularly in a recessionary environment.
Through Tricom we finance payrolls of companies engaged in the temporary
staffing business. At December 31, 2002, these finance receivables totaled of
$21.0 million and represented approximately 1% of our loan portfolio. The
principal source of repayments on the loans we make in this niche are payments
to our borrowers from their customers who are located throughout the United
States. While we employ lockboxes and other cash management techniques to
protect our interests, to the extent third parties fail to pay or fraudulently
engage in the conversion of funds through misuse or nonuse of the lockbox or the
creation of ghost payrolls, we may suffer losses.
Our lease financing niche may involve a higher degree of credit risk than
mortgage or consumer lending due primarily to the potential for relatively rapid
depreciation of medical equipment and other assets securing leases. Similarly,
in the event of a default of loans originated in our aircraft lending program,
the marketability of the collateral may make it more difficult to convert this
collateral to cash, especially in an adverse economic environment. In our
condominium and homeowner association lending niche, we may face difficulties in
securing repayment from our association borrowers to the extent they are unable
to collect assessments from their members, and we may suffer losses if we are
unable to enforce liens against homeowner properties.
OUR ASSET MANAGEMENT AND BROKER-DEALER BUSINESSES MAY BE AFFECTED BY
FLUCTUATIONS IN THE TRADING VOLUME AND PRICE LEVELS OF SECURITIES AND WE MAY BE
ADVERSELY AFFECTED BY A DOWNTURN IN THE U.S. SECURITIES MARKET.
The results of our brokerage and asset management subsidiaries depends
heavily on conditions in the financial markets and on economic conditions
generally, both domestically and abroad. Because a significant portion of our
revenue in these businesses is derived from commissions, margin interest revenue
and principal transactions, further declines in stock prices, trading volumes or
liquidity could result in the failure of buyers and sellers of securities to
fulfill their settlement obligations, and in the failure of our brokerage
clients to fulfill their credit obligations, which could adversely affect our
profitability.
9
We often permit our brokerage clients to purchase securities on margin or,
in other words, to borrow a portion of the purchase price from us and
collateralize the loan with a set percentage of the securities. During steep
declines in securities prices, the value of the collateral securing margin
purchases may drop below the amount of the purchaser's indebtedness. If a client
is unable to provide additional collateral for these loans, we may lose money on
these margin transactions. In addition, particularly during market downturns, we
may face additional expense defending or pursuing claims or litigation.
Many factors outside our control may directly affect the securities and
investment management industries, in many cases in an adverse manner. These
include economic and political conditions, broad trends in business and finance,
legislation and regulation affecting the national and international financial
communities, inflation, currency values, the level and volatility of interest
rates, market conditions, the availability and cost of short-term or long-term
funding and capital, and the credit capacity or perceived credit worthiness of
the securities industry in the marketplace.
WE MAY BE ADVERSELY AFFECTED BY INTEREST RATE CHANGES.
Our earnings are derived from the operations of our subsidiaries, and we
are principally dependent on net interest income, calculated as the difference
between interest earned on loans and investments and the interest expense paid
on deposits and other borrowings. Our interest income and interest expense are
affected by general economic conditions and by the policies of regulatory
authorities, including the monetary policies of the Federal Reserve. Changes in
the economic environment may influence the growth rate of loans and deposits,
the quality of the loan portfolio and loan and deposit pricing. While we have
taken measures intended to manage the risks of operating in a changing interest
rate environment, there can be no assurance that such measures will be effective
in avoiding undue interest rate risk. If market interest rates should move
contrary to our "gap" position on interest earning assets and interest bearing
liabilities, the "gap" will work against us and our net interest income may be
negatively affected. The success of our covered call option strategy may also be
affected by changes in interest rates. With the decline in interest rates over
the last year to historically low levels, we have been able to augment the total
return of our investment securities portfolio by selling call options on
fixed-income securities we own. We recorded fee income of $5.9 million during
2002 compared to $4.3 million in 2001, from premiums earned on these covered
call option transactions. In a rising interest rate environment, particularly if
the yield curve remains steep, the amount of premium income we earn on these
transactions will likely decline.
OUR FUTURE SUCCESS IS DEPENDENT ON OUR ABILITY TO COMPETE EFFECTIVELY IN THE
HIGHLY COMPETITIVE BANKING INDUSTRY.
The financial services business is highly competitive, and we encounter
strong direct competition for deposits, loans and other financial services in
all of our market areas. Our principal competitors include other commercial
banks, savings banks, savings and loan associations, mutual funds, money market
funds, finance companies, trust companies, insurers, leasing companies, credit
unions, mortgage companies, private issuers of debt obligations and suppliers of
other investment alternatives, such as securities firms. Many of our non-bank
competitors are not subject to the same degree of regulation as that imposed on
bank holding companies, federally insured banks and national or Illinois
chartered banks. As a result, such non-bank competitors have advantages over us
in providing certain services. In recent years, several major multi-bank holding
companies have entered or expanded in the Chicago metropolitan market.
Generally, these financial institutions are significantly larger than we are and
have greater access to capital and other resources. Our ability to compete
effectively in the marketplace is also dependent on our ability to adapt
successfully to technological changes within the banking and financial services
industries.
10
OUR BUSINESS MAY BE ADVERSELY AFFECTED BY THE HIGHLY REGULATED ENVIRONMENT IN
WHICH WE OPERATE.
We are subject to extensive federal and state legislation, regulation and
supervision. Recently enacted, proposed and future banking legislation and
regulations have had, will continue to have or may have a significant impact on
the financial services industry. Some of the legislative and regulatory changes
may increase our costs of doing business and, as a result, advantage our
competitors who may not be subject to similar legislative and regulatory
requirements. In addition, self regulatory organizations, such as the New York
Stock Exchange and the National Association of Securities Dealers, require our
securities brokerage subsidiaries to comply with their extensive rules and
regulations, and we could be adversely affected by applicable changes in such
legislation and regulation.
SINCE OUR BUSINESS IS CONCENTRATED IN THE CHICAGO METROPOLITAN AREA, A DOWNTURN
IN THE CHICAGO ECONOMY MAY ADVERSELY AFFECT OUR BUSINESS.
Currently, our lending and deposit gathering activities are concentrated
primarily in the greater Chicago metropolitan area. Our success depends on the
general economic condition of Chicago and its surrounding areas. Declining
economic conditions could reduce our growth rate, impair our ability to collect
loans, and generally affect our financial condition and results of operations.
FUTURE SALES OF OUR COMMON STOCK OR OTHER SECURITIES MAY DILUTE THE VALUE OF THE
COMMON STOCK.
Under certain conditions, our board of directors has the authority, without
action or vote of the shareholders, to issue all or part of any authorized but
unissued shares of our common stock and preferred stock, including common shares
authorized to be issued under our stock option plan, shares that employees may
purchase at their election pursuant to our Employee Stock Purchase Plan and
shares that may be issuable to our directors as compensation for attendance at
Board meetings pursuant to our Directors' Deferred Fee and Stock Plan. In the
future, we may issue additional securities, through public or private offerings,
in order to raise additional capital to support our growth or in connection with
possible acquisitions. Future issuances will dilute the percentage of ownership
interest of shareholders and may dilute the per share book value of the common
stock. In addition, holders of warrants we have outstanding and option holders
may exercise their rights to purchase our stock at a time when we would
otherwise be able to obtain additional equity capital on more favorable terms.
OUR ABILITY TO PAY DIVIDENDS ON OUR COMMON STOCK IS LIMITED BY LAW AND CONTRACT.
Our ability to pay dividends on our common stock largely depends on our
receipt of dividends from our banks. The amount of dividends that our banks may
pay to us is limited by federal and state banking laws and regulations. We
became registered as a financial holding company in connection with our
acquisition of the Wayne Hummer Companies, and, as a result, our banks are now
required to maintain capital sufficient to meet the "well-capitalized" standards
set by the regulators and will be able to pay dividends to us only so long as
their capital continues to exceed these levels. We or our banks may decide to
limit the payment of dividends even when we or they have the legal ability to
pay them in order to retain earnings for use in funding operations or growth. We
are also prohibited from paying dividends on our common stock if we have not
made distributions or required payments on our outstanding trust preferred
securities and debt securities.
THERE IS A LIMITED TRADING MARKET FOR OUR COMMON STOCK; YOU MAY NOT BE ABLE TO
RESELL YOUR SHARES AT OR ABOVE THE PRICE YOU PAY FOR THEM.
The price of our shares of common stock subject to this offering may be
greater than the market price for our common stock following the offering. The
price of our common stock has been, and will likely continue to be, subject to
fluctuations based on, among other things, economic and market
11
conditions for financial services companies and the stock market in general, as
well as changes in investor perceptions of our company.
Our common stock is traded on the Nasdaq National Market under the symbol
WTFC. The development and maintenance of an active public trading market
depends, however, upon the existence of willing buyers and sellers, the presence
of which is beyond our control or the control of any market maker. While we are
a publicly traded company, the volume of trading activity in our stock is
relatively limited. Even if a more active market develops, there can be no
assurance that such a market will continue, or that our shareholders will be
able to sell their shares at or above the offering price. In aggregate, we have
approximately 850,000 shares of our common stock, including shares that have
not yet been sold and shares that may be issued in the future, covered by resale
registration statements. These remaining shares may be freely sold from time to
time in the market. The market price of our common stock could drop
significantly if shareholders sell or are perceived by the market as intending
to sell large blocks of our shares.
OUR SHAREHOLDER RIGHTS PLAN AND PROVISIONS IN OUR ARTICLES OF INCORPORATION AND
OUR BY-LAWS MAY DELAY OR PREVENT AN ACQUISITION OF US BY A THIRD PARTY.
Our board of directors has implemented a shareholder rights plan. The
rights, which are attached to our shares and trade together with our common
stock, have certain anti-takeover effects. The plan may discourage or make it
more difficult for another party to complete a merger or tender offer for our
shares without negotiating with our board of directors or to launch a proxy
contest or to acquire control of a larger block of our shares. If triggered, the
rights will cause substantial dilution to a person or group that attempts to
acquire us without approval of our board of directors, and under certain
circumstances, the rights beneficially owned by the person or group may become
void. The plan also may have the effect of limiting shareholder participation in
certain transactions such as mergers or tender offers whether or not such
transactions are favored by incumbent directors and key management. In addition,
our executive officers may be more likely to retain their positions with us as a
result of the plan, even if their removal would be beneficial to shareholders
generally.
Our articles of incorporation and our by-laws contain provisions, including
a staggered board provision, that make it more difficult for a third party to
gain control or acquire us without the consent of our board of directors. These
provisions also could discourage proxy contests and may make it more difficult
for dissident shareholders to elect representatives as directors and take other
corporate actions.
These provisions of our governing documents may have the effect of
delaying, deferring or preventing a transaction or a change in control that
might be in the best interest of our shareholders.
12
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
common stock by the selling shareholders. However, we may receive proceeds upon
the exercise of the warrants. The warrants are currently exercisable and expire
on February 4, 2013, as specified in the related warrant certificates. The
holders of the warrants may exercise the warrants to purchase shares at any time
before the warrants expire, but are under no obligation to exercise them. Any
net proceeds that we receive will be used for general corporate purposes,
including working capital for our business. Pending any such uses, we intend to
invest any net proceeds in short-term, interest-bearing, investment grade
securities. We expect to incur expenses in connection with this offering in the
amount of approximately $30,000 for registration, legal, accounting and
miscellaneous fees and expenses. We will not pay for expenses such as
commissions and discounts of brokers, dealers or agents or the fees and expenses
of counsel, if any, for the selling shareholders. See "Selling Shareholders" and
"Plan of Distribution."
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
Our common stock is traded on the Nasdaq National Market under the symbol
WTFC. The following table sets forth the high and low sales prices reported on
the Nasdaq National Market for our common stock for the periods indicated and
the semi-annual dividends paid by us during such periods. The following
information gives effect to a 3-for-2 stock split effective as of March 14,
2002.
HIGH LOW DIVIDEND
------ ------ --------
2003
First Quarter (through
February 10, 2003)................ $33.65 $29.00 $0.0800
2002
First Quarter....................... $22.99 $18.33 $0.0600
Second Quarter...................... $34.58 22.22 --
Third Quarter....................... $36.00 26.54 $0.0600
Fourth Quarter...................... $32.66 25.45 --
2001
First Quarter....................... $12.75 $10.54 $0.0467
Second Quarter...................... 17.62 11.67 --
Third Quarter....................... 21.41 16.27 $0.0467
Fourth Quarter...................... 22.13 17.93 --
As of February 10, 2003, there were 1,251 shareholders of record of our
common stock.
DIVIDEND POLICY
In January 2000, our board of directors approved the payment of our first
semi-annual cash dividend on our common stock. We have continued to pay a
semi-annual cash dividend since that time. The final determination of timing,
amount and payment of dividends on our common stock is at the discretion of our
board of directors and will depend upon our profitability, financial condition,
capital requirements and other relevant factors, including the restrictions
described below.
Because the principal source of our income at the holding company level
is dividends from our banks, our ability to pay dividends on common stock in the
future may be largely dependent on the banks' ability to pay dividends to us.
Any payment of dividends by the banks is subject to certain restrictions imposed
by federal and state banking laws and regulations. De novo banks are prohibited
from paying dividends during the first three years of operations. Currently,
Northbrook Bank which began operations
13
in November 2000, is our only bank subject to this dividend restriction; this
restriction will lapse in November 2003.
Our ability to pay cash dividends on our common stock is also subject to
statutory restrictions and restrictions arising under the terms of our
outstanding and any future debt securities and trust preferred securities. The
terms of such securities generally restrict payment of dividends on common stock
until required payments and distributions are made on those securities and may
impose additional restrictions in the future. Under applicable corporate law, we
are permitted to pay dividends only to the extent of our shareholders' equity.
Federal regulation of bank holding companies may also impose restrictions on the
ability of a bank holding company to pay dividends.
SELLING SHAREHOLDERS
This prospectus relates to the offer and sale from time to time by the
selling shareholders named in this prospectus of up to 191,976 shares of common
stock. We newly issued 81,976 of these shares to the selling shareholders on
February 4, 2003 in connection with our acquisition of Lake Forest Capital
Management Company. As part of the transaction we paid $1,500,000 in cash and
issued to the selling shareholders 60,000 warrants to acquire an additional
60,000 shares at $30.497 per share.
We also agreed to pay additional consideration contingent upon the
attainment of certain performance measures over the next four years. This
additional consideration is payable in cash unless the payment of any portion of
such payments would cause the merger not to be treated as a reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended, in which case
the balance of the cash payments due shall be paid through the issuance of
shares. Accordingly, this prospectus also covers up to a total of 110,000
additional shares that may be issuable to the selling shareholders if they
exercise the warrants or if they are eligible to receive these additional
purchase price amounts. Because the issuance of the shares in the transaction
was not registered with the SEC, the selling shareholders have "restricted
stock."
The warrants are currently exercisable and expire on February 4, 2013.
Each warrant is subject to certain adjustments, as specified in the related
warrant certificates. The number of shares issuable upon exercise of each
warrant may be proportionately adjusted from time to time in the event we (a)
pay a dividend in shares, (b) effect a stock split, (c) combine shares into a
smaller number of shares of another class of shares (d) issue shares in
connection with a reclassification or (e) enter into a business combination
where we are not the surviving entity. The holders of the warrants may exercise
the warrants to purchase shares at any time before the warrants expire, but are
under no obligation to exercise them. The warrants are also transferable upon
compliance with the restrictions set forth in the merger agreement.
All of the selling shareholders were former owners of Lake Forest Capital
Management Company and each of them is currently employed by us as part of our
trust and investment business pursuant to an employment agreement entered into
in connection with the transaction. In addition, Messrs. Lincoln and Richter
serve as directors of both Wayne Hummer Asset Management Company and Wayne
Hummer Trust Company, and it is anticipated that Mr. Meyers will serve as a
director of Wayne Hummer Investments, LLC.
We are registering the shares to enable the selling shareholders to resell
the shares in the public market from time to time or on a delayed basis and to
permit secondary trading of the shares after they are sold by the selling
shareholders. We are paying for the registration of such securities but will not
pay for the fees, commissions, and other similar expenses, if any, of the
selling shareholders, their attorneys or
14
other representatives, as a result of the sale of such securities by the selling
shareholders. See "Use of Proceeds" and "Plan of Distribution."
The following table sets forth, to the best of our knowledge, information
concerning the selling shareholders, the number of shares to be offered and sold
by the selling shareholders and the amount of common stock that will be owned by
the selling shareholders following the offering (assuming sale of all shares of
common stock being offered hereby).
NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE OF SHARES
OWNED PRIOR TO NUMBER OF SHARES TO BE OWNED AFTER TO BE OWNED AFTER
SELLING SHAREHOLDER OFFERING TO BE OFFERED(2) OFFERING OFFERING
S. A. Lincoln......... -- -- -- *
Robert L. Meyers(1)... 70,988 70,988 -- *
James P. Richter(1)... 70,988 70,988 -- *
------- ------- ---- ----
Total(1)........... 141,976 141,976 -- *
======= ======= ==== ====
---------------------
* Less than 1%
(1) Includes 30,000 shares that Mr. Meyers has the right to acquire upon
exercise of warrants and 30,000 shares that Mr. Richter has the right to
acquire upon exercise of warrants. All of the warrants have an exercise
price of $30.497 per share and expire on February 4, 2013.
(2) This prospectus also covers up to a total of 50,000 additional shares
that may be issuable to the selling shareholders if they are eligible to
receive additional purchase price amounts that are contingent upon the
financial performance of the business acquired over the next four years.
15
PLAN OF DISTRIBUTION
The common stock offered by this prospectus may be offered and sold from
time to time by the selling shareholders. As used in this prospectus, "selling
shareholders" includes those individuals or entities who may have had shares of
common stock given to them as a gift by a named selling shareholder after the
date of this prospectus and any individuals or entities who may have shares of
common stock pledged to them as collateral by a named selling shareholder after
the date of this prospectus. See "Selling Shareholders." The shares of common
stock covered by this prospectus may be sold, from time to time, by the selling
shareholders in one or more types of transactions (which may include block
transactions) on Nasdaq, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the shares of
common stock, through short sales of shares of common stock, or a combination of
such methods of sale, or otherwise at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
The shares of common stock may be sold by one or more of the following methods:
(a) a block trade in which the broker or dealer so engaged will attempt to sell
the shares of common stock as agent but may position and resell a portion of the
block as principal in order to facilitate the transaction; (b) a purchase by a
broker or dealer as principal, and the resale by such broker or dealer for its
account pursuant to this prospectus, including resale to another broker or
dealer; or (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. Thus, the period of distribution of these shares of
common stock may occur over an extended period of time.
The selling shareholders may effect such transactions by selling the shares
of common stock directly to purchasers or to or through a broker or dealer, who
may act as an agent or principal. Such broker or dealer may receive compensation
in the form of discounts, concessions, or commissions from the selling
shareholders and/or the purchasers of shares of common stock for whom such
broker or dealer may act as agent or to whom he sells as principal, or both
(which compensation as to a particular broker or dealer might be in excess of
customary commissions). We know of no existing agreements, understandings or
arrangements between any selling shareholder, broker, dealer, underwriter or
agent relating to the sale or distribution of the shares of common stock.
The selling shareholders will not pay any of the proceeds from the sale of
the shares of common stock to us. We expect to incur expenses in connection with
this offering in the amount of approximately $30,000 for registration, legal,
accounting and miscellaneous fees and expenses. The selling shareholders will be
solely responsible for commissions and discounts of brokers, dealers or agents,
other selling expenses and the fees and expenses of their own counsel, if any,
none of which will be borne by us.
In offering the securities, the selling shareholders and any broker-dealers
and any other participating broker-dealers who execute sales for the selling
shareholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933 in connection with such sales, and any
profits realized by the selling shareholders and the compensation of such
broker-dealers may be deemed to be underwriting discounts and commissions. In
addition, any shares covered by this prospectus which qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.
Also, if we are notified by a selling shareholder that a donee or pledgee
intends to sell more than 500 shares, a supplement to this prospectus will be
filed naming any donee or pledgee offering the shares before such a sale is
permissible under this prospectus.
We have informed the selling shareholders that while they are selling the
securities, they (1) are required to comply with Regulation M under the
Securities Exchange Act of 1934 (as described in more detail below), (2) may not
engage in any stabilization activity, except as permitted under the Exchange
Act, (3) are required to furnish each broker-dealer (who may offer this common
stock) copies of this
16
prospectus, and (4) may not bid for or purchase any securities of Wintrust or
attempt to induce any person to purchase any such securities except as permitted
under the Exchange Act.
Regulation M under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Regulation M also governs bids and purchases
made in order to stabilize the price of a security in connection with a
distribution of the security.
TRANSFER AGENT
The transfer agent for our common stock is Illinois Stock Transfer Company,
209 West Jackson Boulevard, Suite 903, Chicago, Illinois 60606.
LEGAL MATTERS
Certain legal matters relating to the common stock offered by this
prospectus have been passed upon for us by Vedder, Price, Kaufman & Kammholz,
Chicago, Illinois.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 2001, as set forth in their report, which is incorporated by
reference in this prospectus. Our financial statements are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is a part of a Registration Statement on Form S-3 that we
filed with the SEC under the Securities Act. This prospectus does not contain
all the information set forth in the registration statement, certain parts of
which are omitted in accordance with the rules and regulations of the SEC. For
further information with respect to us and the securities offered by this
prospectus, reference is made to the registration statement, including the
exhibits to the registration statement and the documents incorporated by
reference.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also available on our web site at
http://www.wintrust.com, and at the office of the Nasdaq National Market. For
further information on obtaining copies of our public filings at the Nasdaq
National Market, you should call (212) 656-5060.
17
DOCUMENTS INCORPORATED BY REFERENCE
We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus.
Some information contained in this prospectus updates and supersedes the
information incorporated by reference and some information that we file
subsequently with the SEC will automatically update this prospectus. We
incorporate by reference the documents listed below:
o our Annual Report on Form 10-K for the fiscal year ended December 31,
2001, filed with the SEC on April 1, 2002 (File No. 0-21923);
o our Quarterly Report on Form 10-Q for the quarter ended March 31,
2002, filed with the SEC on May 15, 2002, as amended by Form 10-Q/A
filed with the SEC on June 7, 2002 (File No. 0-21923);
o our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002,
filed with the SEC on August 14, 2002 (File No. 0-21923);
o our Quarterly Report on Form 10-Q for the quarter ended September 30,
2002, filed with the SEC on November 12, 2002 (File No. 0-21923);
o our Current Report on Form 8-K filed with the SEC on February 8, 2002
(File No. 0-21923);
o our Current Report on Form 8-K filed with the SEC on February 22, 2002
(File No. 0-21923);
o our Current Report on Form 8-K filed with the SEC on May 3, 2002 (File
No. 0-21923);
o our Current Report on Form 8-K filed with the SEC on July 24, 2002
(File No. 0-21923);
o our Current Report on Form 8-K filed with the SEC on October 28, 2002
(File No. 0-21923);
o our Current Report on Form 8-K filed with the SEC on November 12, 2002
(File No. 0-21923);
o our Current Report on Form 8-K filed with the SEC on December 20, 2002
(File No. 0-21923);
o our Current Report on Form 8-K filed with the SEC on January 16, 2003
(File No. 0-21923);
o our Current Report on Form 8-K filed with the SEC on February 4, 2003
(File No. 0-21923); and
o the descriptions of (a) our Common Stock contained in our Registration
Statement on Form 8-A dated January 3, 1997 (File No. 0-21923), and
(b) the associated preferred share purchase rights contained in our
Registration Statement on Form 8-A dated August 28, 1998 (File No.
0-21923).
We also incorporate by reference any filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the initial filing of the registration statement that contains this prospectus
and before the time that all of the shares offered by this prospectus are sold.
18
You may request, either orally or in writing, and we will provide, a copy
of these filings at no cost by contacting David A. Dykstra, our Chief Operating
Officer, at the following address and phone number:
Wintrust Financial Corporation
727 North Bank Lane
Lake Forest, Illinois 60045-1951
(847) 615-4096
19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses payable in connection
with the sale and distribution of the securities being registered. All of such
expenses will be paid by Wintrust. All of the amounts shown are estimates,
except for the SEC registration fee. We do not expect our expenses in connection
with this offering to exceed $30,000.
SEC registration fee.................. $ 520
Accounting fees and expenses.......... 5,000
Legal fees............................ 15,000
Miscellaneous......................... 9,480
-------
Total............................. $30,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with the Illinois Business Corporation Act (being Chapter
805, Act 5 of the Illinois Compiled Statutes), Articles Eight and Nine of the
Registrant's Certificate of Incorporation provide as follows:
ARTICLE EIGHT: No director of the corporation shall be liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director except for liability (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (b) for acts or
omissions not in good faith or that involve intentional misconduct of a knowing
violation of law, (c) under Section 8.65 of the BCA, as the same exists or
hereafter may be amended, or (d) for any transaction from which the director
derived an improper personal benefit.
ARTICLE NINE, PARAGRAPH 1: The corporation shall indemnify, to the full
extent that it shall have power under applicable law to do so and in a manner
permitted by such law, any person made or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation, or who is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against liabilities and expenses reasonably incurred or paid by
such person in connection with such action, suit or proceeding. The corporation
may indemnify, to the full extent that it shall have power under applicable law
to do so and in a manner permitted by such law, any person made or threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against liabilities and expenses reasonably
incurred or paid by such person in connection with such action, suit or
proceeding. The words "liabilities" and "expenses" shall include, without
limitation: liabilities, losses, damages, judgments, fines, penalties, amounts
paid in settlement, expenses, attorneys' fees and costs. Expenses incurred in
defending a civil, criminal, administrative, investigative or other action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding in accordance with the provisions of Section
8.75 of the BCA.
The indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled under any statute, by-law, agreement, vote of
shareholders, or disinterested directors or otherwise, both as to action in his
official
II-1
capacity and as to action in any other capacity while holding such office, and
shall continue as to a person who has ceased to be such director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.
PARAGRAPH 2: The corporation may purchase and maintain insurance on behalf
of any person referred to in the preceding paragraph against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article or otherwise.
PARAGRAPH 3: For purposes of this Article, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article with respect to the
resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued.
PARAGRAPH 4: The provisions of this Article shall be deemed to be a
contract between the corporation and each director or officer who serves in any
such capacity at any time while this Article and the relevant provisions of the
BCA, or other applicable law, if any, are in effect, and any repeal or
modification of any such law or of this Article shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.
PARAGRAPH 5: For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interests of the corporation.
Section 6.3 of the Registrant's By-laws provides as follows:
SECTION 6.3. MANDATORY INDEMNIFICATION. To the extent that a director,
officer, employee or agent of a corporation, or any subsidiary or subsidiaries,
as the case may be, has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Sections 6.1 and 6.2, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.
The Illinois Business Corporation Act provides for indemnification of
officers, directors, employees and agents as follows:
5/8.75 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. (a) A corporation may indemnify any person who was or is a party, or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation)
II-2
by reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation or, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit, if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation, provided that no indemnification shall be
made with respect to any claim, issue, or matter as to which such person has
been adjudged to have been liable to the corporation, unless, and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.
(c) To the extent that a present or former director, officer or employee of
a corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsections (a) and (b), or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith if the person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation.
(d) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case,
upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in subsections (a) or (b). Such
determination shall be made with respect to a person who is a director or
officer at the time of the determination: (1) by the majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, (2) by a committee of the directors designated by a majority
vote of the directors, even though less than a quorum, (3) if there are no such
directors, or if the directors so direct, by independent legal counsel in a
written opinion, or (4) by the shareholders.
(e) Expenses (including attorney's fees) incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
this Section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid on such
terms and conditions, if any, as the corporation deems appropriate.
II-3
(f) The indemnification and advancement of expenses provided by or granted
under the other subsections of this Section shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
(g) A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of this Section.
(h) If a corporation indemnifies or advances expenses to a director or
officer under subsection (b) of this Section, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.
(i) For purposes of this Section, references to "the corporation" shall
include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed in
a merger which, if its separate existence had continued, would have had the
power and authority to indemnify its directors, officers, and employees or
agents, so that any person who was a director, officer, employee or agent of
such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the surviving
corporation as such person would have with respect to such merging corporation
if its separate existence had continued.
(j) For purposes of this Section, reference to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this Section.
(k) The indemnification and advancement of expenses provided by or granted
under this Section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of that person.
(l) The changes to this Section made by this amendatory Act of the 92nd
General Assembly apply only to actions commenced on or after the effective date
of this amendatory Act of the 92nd General Assembly (Last amended by P.A.
92-0033, L. '01, eff. 7-1-01.)
Wintrust has purchased $20 million of insurance policies which insure
Wintrust's directors and officers against liability which they may incur as a
result of actions taken in such capacities. In addition, Wintrust maintains
fiduciary liability coverage up to a $2 million limit and trust errors and
omissions coverage up to a limit of $15 million.
II-4
ITEM 16. EXHIBITS
3.1 Amended and Restated Articles of Incorporation of Wintrust Financial
Corporation (incorporated by reference to Exhibit 3.1 of the Company's Form
S-1 Registration Statement (No. 333-18699) filed with the Securities and
Exchange Commission on December 24, 1996).
3.2 Statement of Resolution Establishing Series of Junior Serial Preferred
Stock A of Wintrust Financial Corporation (incorporated by reference to
Exhibit 3.2 of the Company's Form 10-K for the year ended December 31,
1998).
3.3 Amended By-laws of Wintrust Financial Corporation (incorporated by
reference to Exhibit 3(i) of the Company's Form 10-Q for the quarter ended
June 30, 1998).
4.1 Rights Agreement between Wintrust Financial Corporation and Illinois Stock
Transfer Company, as Rights Agent, dated July 28, 1998 (incorporated by
reference to Exhibit 4.1 of the Company's Form 8-A Registration Statement
(No. 000-21923) filed with the Securities and Exchange Commission on August
28, 1998).
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding legality.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on signature page to this Registration
Statement).
---------------------------
* Filed herewith.
ITEM 17. UNDERTAKINGS
(a) We hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
II-5
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) We hereby undertake that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-6
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 Lake Forest, State of Illinois, on this 12th day of
February, 2003.
WINTRUST FINANCIAL CORPORATION
By: /s/ David A. Dykstra
-------------------------------------
David A. Dykstra
Senior Executive Vice President and
Chief Operating Officer
We, the undersigned directors of Wintrust Financial Corporation, and each
of us, do hereby constitute and appoint each and any of Edward J. Wehmer and
David A. Dykstra, our true and lawful attorneys and agents, with full power of
substitution and resubstitution, to do any and all acts and things in our name
and behalf in any and all capacities and to execute any and all instruments for
us in our names in any and all capacities, which attorney and agent may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto and any other
registration statements related to the offering that is the subject of this
registration statement filed pursuant to Rule 462; and we do hereby ratify and
confirm all that said attorney and agent, or his substitute, shall do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 12th day
of February, 2003 in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Edward J. Wehmer President and Chief Executive
----------------------------- Officer and Director
Edward J. Wehmer
/s/ David L. Stoehr Executive Vice President and
----------------------------- Chief Financial Officer
David L. Stoehr (Principal Accounting Officer)
/s/ John S. Lillard
----------------------------- Chairman and Director
John S. Lillard
/s/ Peter D. Crist
----------------------------- Director
Peter D. Crist
/s/ Bruce K. Crowther
----------------------------- Director
Bruce K. Crowther
/s/ Bert A. Getz, Jr.
----------------------------- Director
Bert A. Getz, Jr.
S-1
SIGNATURE TITLE
--------- -----
/s/ William C. Graft
----------------------------- Director
William C. Graft
/s/ Philip W. Hummer
----------------------------- Director
Philip W. Hummer
/s/ Raymond L. Kratzer
----------------------------- Director
Raymond L. Kratzer
/s/ James B. McCarthy
----------------------------- Director
James B. McCarthy
/s/ Marguerite Savard McKenna
----------------------------- Director
Marguerite Savard McKenna
/s/ Albin F. Moschner
----------------------------- Director
Albin F. Moschner
/s/ Dorothy M. Mueller
----------------------------- Director
Dorothy M. Mueller
/s/ Thomas J. Neis
----------------------------- Director
Thomas J. Neis
/s/ Christopher J. Perry
----------------------------- Director
Christopher J. Perry
/s/ Hollis W. Rademacher
----------------------------- Director
Hollis W. Rademacher
/s/ Penelope J. Randel
----------------------------- Director
Penelope J. Randel
/s/ J. Christopher Reyes
----------------------------- Director
J. Christopher Reyes
/s/ Peter P. Rusin
----------------------------- Director
Peter P. Rusin
/s/ John N. Schaper
----------------------------- Director
John N. Schaper
/s/ John J. Schornack
----------------------------- Director
John J. Schornack
/s/ Ingrid S. Stafford
----------------------------- Director
Ingrid S. Stafford
/s/ Katharine V. Sylvester
----------------------------- Director
Katharine V. Sylvester
S-2
EXHIBIT INDEX
3.1 Amended and Restated Articles of Incorporation of Wintrust Financial
Corporation (incorporated by reference to Exhibit 3.1 of the Company's Form
S-1 Registration Statement (No. 333-18699) filed with the Securities and
Exchange Commission on December 24, 1996).
3.2 Statement of Resolution Establishing Series of Junior Serial Preferred
Stock A of Wintrust Financial Corporation (incorporated by reference to
Exhibit 3.2 of the Company's Form 10-K for the year ended December 31,
1998).
3.3 Amended By-laws of Wintrust Financial Corporation (incorporated by
reference to Exhibit 3(i) of the Company's Form 10-Q for the quarter ended
June 30, 1998).
4.1 Rights Agreement between Wintrust Financial Corporation and Illinois Stock
Transfer Company, as Rights Agent, dated July 28, 1998 (incorporated by
reference to Exhibit 4.1 of the Company's Form 8-A Registration Statement
(No. 000-21923) filed with the Securities and Exchange Commission on August
28, 1998).
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding legality.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on signature page to this Registration
Statement).
--------------------
* Filed herewith.