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): December 26, 2001
WINTRUST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 0-21923
Illinois 36-3873352
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(State or other Jurisdiction of Incorporation) (I.R.S. Employer
Identification No.)
727 North Bank Lane
Lake Forest, Illinois 60045
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(Address of Principal Executive Offices)
(847) 615-4096
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(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On December 26, 2001, Wintrust Financial Corporation ("Wintrust") announced the
signing of an agreement to purchase 100% of the ownership interest of Wayne
Hummer Investments LLC (including its wholly-owned subsidiary, Focused
Investments LLC,) and Wayne Hummer Management Company (collectively, the "Wayne
Hummer Companies"). Wayne Hummer Investments LLC is a registered broker/dealer
and investment services firm that provides a full range of private client and
brokerage services to clients located primarily in the Midwest. Wayne Hummer
Management is a registered investment adviser, providing services to individual
accounts as well as four proprietary mutual funds managed by the firm. The Wayne
Hummer Companies are based in Chicago, Illinois and have over seventy years of
investment experience. The acquisition of the Wayne Hummer Companies will
augment and diversify Wintrust's revenue stream by adding brokerage services to
its fee based revenues as well as offering traditional banking products to the
customers of the Wayne Hummer Companies, thereby providing a more comprehensive
menu of financial products and services to the customers of Wintrust and the
Wayne Hummer Companies.
The initial purchase price for the Wayne Hummer Companies is $28 million,
comprised of $8 million of cash, $15 million of Wintrust's common stock and $5
million of deferred cash payments. The common stock will be issued at the fair
market value as determined in accordance with the agreement, but not to exceed
555,556 shares. Wintrust could pay additional contingent consideration upon the
attainment of certain performance measures over the next five years.
The transaction is subject to regulatory approval and is expected to close in
the first quarter of 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit
December 26, 2001 Press Release - Wintrust Financial Corporation Announces Plans
to Acquire Wayne Hummer Investments LLC and Wayne Hummer Management Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WINTRUST FINANCIAL CORPORATION
(Registrant)
Date: December 26, 2001 /s/ David A. Dykstra
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Executive Vice President
& Chief Financial Officer
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