UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 20, 2002
WINTRUST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 0-21923
Illinois 36-3873352
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(State or other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
727 North Bank Lane
Lake Forest, Illinois 60045
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(Address of Principal Executive Offices)
(847) 615-4096
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(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On February 20, 2002 (effective as of January 31, 2002), Wintrust Financial
Corporation ("Wintrust") completed the previously announced acquisition 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.
Wintrust paid $28 million for the Wayne Hummer Companies, consisting of $8
million in cash, 508,495 shares of Wintrust's common stock (valued at $15
million) and $5 million of deferred cash payments. Wintrust could pay additional
contingent consideration upon the attainment of certain performance measures
over the next five years.
The Wayne Hummer Companies are based in Chicago, Illinois and have seventy-one
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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit
February 20, 2002 Press Release - Wintrust Financial Corporation Announces
Closing of Acquisition of 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: February 22, 2002 /s/ David A. Dykstra
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Executive Vice President
& Chief Financial Officer
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