UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): MARCH 1, 2004 PRIVATEBANCORP, INC. (Exact Name of Registrant as Specified in its Charter) ---------------------------- DELAWARE 000-25887 36-3681151 (State or other jurisdiction (Commission file number) (I.R.S. employer of incorporation) identification no.) TEN NORTH DEARBORN 60602 CHICAGO, ILLINOIS (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (312) 683-7100 NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 9. REGULATION FD DISCLOSURE. On March 1, 2004, PrivateBancorp, Inc. (the "Company") announced that its board of directors on February 26, 2004 declared a quarterly cash dividend of $0.06 per share payable on March 31, 2004 to stockholders of record on March 17, 2004. Attached as Exhibit 99.1 is a copy of the press release relating to the dividend announcement, which is incorporated herein by reference. Note: the information in this report (including the exhibits) is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PRIVATEBANCORP, INC. Date: March 1, 2004 By:/s/ Ralph B. Mandell ---------------------- Ralph B. Mandell Chairman of the Board and Chief Executive Officer 3 INDEX TO EXHIBITS Exhibit 99.1 Press Release dated March 1, 2004 4