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: September 1, 1996
(Date of earliest event reported)
_________________
WINTRUST FINANCIAL CORPORATION
(Exact name of Registrant as specified in
its governing instruments)
Illinois
(State or other jurisdiction of organization)
333-4645* 36-3873352
(Commission File Number) (I.R.S. Employer Identification No.)
727 North Bank Lane
Lake Forest, Illinois
(Address of principal executive office)
60045-1951
(Zip Code)
847/234-2882
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_______________________
* Registrant became subject to requirements to file periodic reports
under the Securities and Exchange Act of 1934 as a result of the registration
of its securities on Form S-4 which registration statement became
effective on July 30, 1996 (Registration No. 333-4645).
Page 1 of 12
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On September 1, 1996, Wintrust Financial Corporation (the "Registrant")
completed its reorganization pursuant to a definitive reorganization
agreement dated as of May 28, 1996. As a result of the reorganization,
Lake Forest Bancorp, Inc. ("Lake Forest"), Hinsdale Bancorp, Inc.
("Hinsdale"), Libertyville Bancorp, Inc. ("Libertyville") and Crabtree
Capital Corporation ("Crabtree") were merged with newly formed merger
subsidiaries of North Shore Community Bancorp, Inc. ("North Shore") such
that North Shore, with the new articles and by-laws provided for in the
reorganization agreement and the name changed to Wintrust Financial
Corporation as of September 1, 1996, became the parent holding company of
each of the separate businesses. The shareholders of each of the
companies will exchange their shares for Wintrust Common Stock. The
transaction is being accounted for using the pooling-of-interests method
of accounting.
Under the terms of the reorganization agreement, each issued and
outstanding share of North Shore common stock has been converted into the
right to receive 5.16180 shares of Registrant's common stock; each issued
and outstanding share of Lake Forest common stock has been converted into
the right to receive 9.67334 shares of Registrant's common stock; each
issued and outstanding share of Hinsdale common stock has been converted
into the right to receive 6.03398 shares of Registrant's common stock; each
issued and outstanding share of Libertyville common stock has been converted
into the right to receive 4.02578 shares of Registrant's common stock; and
each issued and outstanding share of Crabtree has been converted into the
right to receive 1.18332 shares of Registrant's common stock. Cash will be
paid by Registrant in lieu of issuing fractional shares.
Information regarding the manner of determining the amount of
consideration and certain relationships between affiliates of the companies
is set forth under "BACKGROUND OF THE REORGANIZATION" and "TERMS OF THE
REORGANIZATION - Interests of Certain Persons in the Reorganization;
Conflicts of Interests" and " - Material Arrangements Between the Companies;
Certain Transactions with Management" of Registrant's Form S-4 Registration
Statement, as amended (No. 333-4645), filed with the Securities and Exchange
Commission on July 22, 1996, which sections are incorporated herein by
reference.
Page 2 of 12
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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a. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The following financial statements of North Shore Community Bancorp,
Inc., Lake Forest Bancorp, Inc., Hinsdale Bancorp, Inc., Libertyville
Bancorp, Inc. and Crabtree Capital Corporation are incorporated herein by
reference to pages F-1 through F-94 of Registrant's Form S-4 Registration
Statement, as amended (No. 333-4645), filed with the Securities and Exchange
Commission on July 22, 1996:
NORTH SHORE COMMUNITY BANCORP, INC., AND SUBSIDIARIES
Independent Auditors' Report
Consolidated Statements of Condition as of December 31, 1995 and 1994
Consolidated Statements of Operations for the year and period ended
December 31, 1995 and 1994, respectively
Consolidated Statements of Changes in Shareholders' Equity for the
year and period ended December 31, 1995 and 1994, respectively
Consolidated Statements of Cash Flows for the year and period ended
December 31, 1995 and 1994, respectively
Notes to the Consolidated Financial Statements
LAKE FOREST BANCORP, INC. AND SUBSIDIARIES
Independent Auditors' Report
Consolidated Statements of Condition as of December 31, 1995 and 1994
Consolidated Statements of Operations for the years ended December 31,
1995, 1994, and 1993
Consolidated Statements of Changes in Stockholders' Equity for the
years ended December 31, 1995, 1994, and 1993
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1994, and 1993
Notes to Consolidated Financial Statements
Page 3 of 12
HINSDALE BANCORP, INC. AND SUBSIDIARIES
Independent Auditors' Report
Consolidated Statements of Condition as of December 31, 1995 and 1994
Consolidated Statements of Operations for the years ended December 31,
1995 and 1994, and for the period ended December 31, 1993
Consolidated Statements of Changes in Stockholders' Equity
and for the years ended December 31, 1995 and 1994, and for the
period ended December 31, 1993
Consolidated Statements of Cash Flows for the years ended December 31,
1995 and 1994, and for the period ended December 31, 1993
Notes to Consolidated Financial Statements
LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES
Independent Auditors' Report
Consolidated Statement of Condition as of December 31, 1995
Consolidated Statement of Operations for the period ended
December 31, 1995
Consolidated Statement of Changes in Stockholders' Equity
for the period ended December 31, 1995
Consolidated Statement of Cash Flows for the period ended
December 31, 1995
Notes to Consolidated Financial Statements
CRABTREE CAPITAL CORPORATION AND SUBSIDIARIES
Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Income for the years ended December 31,
1995, 1994, and 1993
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1995, 1994, and 1993
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994, and 1993
Notes to Consolidated Financial Statements
Page 4 of 12
The interim financial information required by this item for the period
ended June 30, 1996 for each of the companies was not available at the time
of filing this Current Report on Form 8-K. The interim financial
information for the period ended June 30, 1996 for each of the companies
will be filed under cover of an amendment on Form 8-K/A as soon as
practicable, but not later than 60 days after the required filing date of
this Current Report on Form 8-K.
b. PRO FORMA FINANCIAL INFORMATION
The following pro forma financial information is incorporated herein
by reference to pages 64-66 and 70 of Registrant's Form S-4 Registration
Statement, as amended (No. 333-4645), filed with the Securities and Exchange
Commission on July 22, 1996:
Pro Forma Condensed Combined Statement of Operations (unaudited) for
the years ended December 31, 1995, 1994 and 1993
Note 3 to the Pro Forma Condensed Combined Financial Information
(Unaudited)
The pro forma financial information required by this item for the
period ended June 30, 1996 was not available at the time of filing this
Current Report on Form 8-K. Pro forma financial information will be filed
under cover of an amendment on Form 8-K/A as soon as practicable, but not
later than 60 days after the required filing date of this Current Report on
Form 8-K.
c. EXHIBITS
2.1 Amended and Restated Agreement and Plan of Reorganization among
North Shore Community Bancorp, Inc., Lake Forest Bancorp II,
Hinsdale Bancorp II, Libertyville Bancorp II, Crabtree Capital
Corporation II and Lake Forest Bancorp, Inc., Hinsdale Bancorp,
Inc., Libertyville Bancorp, Inc. and Crabtree Capital
Corporation, dated as of May 28, 1996 (incorporated by
reference to Appendix A to Registrant's Form S-4 Registration
Statement, as amended (No. 333-4645), filed with the Securities
and Exchange Commission on July 22, 1996)
23.1 Consents of KPMG Peat Marwick LLP
23.2 Consent of Arthur Andersen LLP
Page 5 of 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Wintrust Financial Corporation
By:/s/ DAVID A. DYKSTRA
----------------------------
David A. Dykstra,
Chief Financial Officer
Dated: September 13, 1996
Page 6 of 12
EXHIBIT INDEX
Exhibit 2.1 Amended and Restated Agreement and Plan of Reorganization
among North Shore Community Bancorp, Inc., Lake
Forest Bancorp II, Hinsdale Bancorp II, Libertyville
Bancorp II, Crabtree Capital Corporation II and
Lake Forest Bancorp, Inc., Hinsdale Bancorp, Inc.,
Libertyville Bancorp, Inc. and Crabtree Capital
Corporation, dated as of May 28, 1996 (incorporated by
reference to Appendix A to Registrant's Form S-4
Registration Statement, as amended (No. 333-4645),
filed with the Securities and Exchange Commission
on July 22, 1996)
Exhibit 23.1 Consents of KPMG Peat Marwick LLP
Exhibit 23.2 Consent of Arthur Andersen LLP
Page 7 of 12