UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A


                 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 23, 1999
                               (October 26, 1999)


                         WINTRUST FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                         Commission File Number 0-21923



            Illinois                                     36-3873352
- ------------------------------------        ------------------------------------
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation)


                               727 North Bank Lane
                           Lake Forest, Illinois 60045
             -------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (847) 615-4096
      ---------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

The following financial statements and pro forma financial information are being
filed in  relation  to the  October  26,  1999  acquisition  of Tricom,  Inc. of
Milwaukee  ("Tricom"),  a financial  and  administrative  service  bureau to the
staffing industry.

(a)  Financial Statements of Tricom.

                                                                            Page
                                                                            ----

     1)   Audited Consolidated Financial Statements for the year
          ended September 30, 1998.                                           3

     2)   Unaudited Consolidated Balance Sheet as of June 30, 1999.          19

     3)   Unaudited  Consolidated  Statement of Income for the nine
          month period ended June 30, 1999.                                  20

     4)   Unaudited Consolidated Statement of Stockholders' Equity
          (Deficit) for the nine month period ended June 30, 1999            21

     5)   Unaudited  Consolidated  Statement  of Cash  Flows for the
          nine  month period ended June 30, 1999.                            22

                                     - 2 -

                                    Item 7(a)





                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY

                              Financial Statements

                               September 30, 1998


                                     - 3 -

                                    CONTENTS


                                                                            Page
                                                                            ----

Independent Auditor's Report                                                  5

FINANCIAL STATEMENTS:

     Consolidated Balance Sheet                                               6

     Consolidated Statement of Stockholders' Equity (Deficit)                 7

     Consolidated Statement of Income                                         8

     Consolidated Statement of Cash Flows                                     9

     Notes to Consolidated Financial Statements                            10-18


                                     - 4 -

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

November 16, 1998



To the Board of Directors

Tricom, Inc. of Milwaukee and Subsidiary

We have audited the accompanying  Consolidated  Balance Sheet of Tricom, Inc. of
Milwaukee and Subsidiary as of September 30, 1998, and the related  Consolidated
Statements  of  Stockholders'  Equity  (Deficit),  Income and Cash Flows for the
fiscal  year  then  ended.  These  consolidated  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Tricom,  Inc. of
Milwaukee  and  Subsidiary  as of  September  30,  1998 and the  results  of its
operations and its cash flows for the fiscal year then ended, in conformity with
generally accepted accounting principles.




Kolb Lauwasser & Co., S.C.
Milwaukee, Wisconsin

                                     - 5 -



                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                (With the auditor's report of November 16, 1998)
                            As of September 30, 1998

                                                                               
         ASSETS
         ------
CURRENT ASSETS
- --------------
    Cash and cash equivalents                                                     $      1,404,978
    Finance receivables                                                                 10,411,172
    Due from affiliates                                                                    310,549
    Miscellaneous receivables                                                               10,771
    Prepaid expenses                                                                        87,246
    Deposits                                                                                90,894
                                                                                  -----------------
         Total Current Assets                                                           12,315,610


FIXED ASSETS
- ------------
    Equipment, furniture, improvements, and computer software                            1,746,623
    Less:  Accumulated depreciation and amortization                                      (346,706)
                                                                                  -----------------
         Net Fixed Assets                                                                1,399,917
                                                                                  -----------------

OTHER ASSETS
- ------------
    Intangible assets                                                                      563,517
                                                                                  -----------------
               Total Assets                                                        $    14,279,044
                                                                                  =================


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
         ----------------------------------------------

CURRENT LIABILITIES
- -------------------
    Accounts payable and accrued expenses                                         $        188,524
    Notes payable                                                                       10,945,165
                                                                                  -----------------
         Total Current Liabilities                                                      11,133,689

LONG-TERM LIABILITIES
- ---------------------
    Notes payable                                                                        4,125,000
                                                                                  -----------------
               Total Liabilities                                                        15,258,689
                                                                                  -----------------

COMMITMENTS
- -----------

MINORITY INTEREST                                                                           11,034
- -----------------

STOCKHOLDERS' EQUITY (DEFICIT)
- ------------------------------
    Common stock, no par value, 2,800 shares authorized,
      95 shares issued and 43 shares outstanding                                            29,232
    Retained earnings                                                                    3,257,089
    Treasury stock - at cost, 52 shares                                                 (4,277,000)
                                                                                  -----------------
         Total Stockholders' Equity (Deficit)                                             (990,679)
                                                                                  -----------------

               Total Liabilities and Stockholders' Equity (Deficit)                $    14,279,044
                                                                                   ================



        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.


                                     - 6 -



                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
            --------------------------------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998


                                                 Common Stock
                                              ------------------
                                               Number
                                                of                             Retained        Treasury
                                              Shares         Amount            Earnings          Stock             Total
                                            ----------    -----------        ------------     -----------      -----------
                                                                                                
  Balance at September 30, 1997                  95       $    29,232         $2,499,112      $(4,277,000)     $(1,748,656)

  Distributions                                   -                 -           (658,842)               -         (658,842)

  Full recovery of minority deficit
      in excess of minority
      investment                                  -                 -              7,917                -            7,917
  Net income                                      -                 -          1,408,902                -        1,408,902

                                            ----------    -----------        ------------     -----------      -----------
  Balance at September 30, 1998                  95           $29,232         $3,257,089      $(4,277,000)       $(990,679)
                                            ==========    ===========        ============     ===========      ===========


        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     - 7 -




                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME
                        --------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998

                                                                                      
INTEREST INCOME
- ---------------
    Interest and fees on finance receivables                                             $      2,803,002
    Other interest income                                                                          44,248
                                                                                             ------------
         Total interest income                                                                  2,847,250
                                                                                             ------------

INTEREST EXPENSE
- ----------------
    Interest on notes payable                                                                     695,344
    Interest on long-term debt                                                                    495,000
                                                                                             ------------
         Total interest expense                                                                 1,190,344
                                                                                             ------------

Net Interest Income                                                                             1,656,906

NON-INTEREST INCOME
- -------------------
    Contract services                                                                           3,771,748
    Training and consulting                                                                        21,054
    Miscellaneous income                                                                            6,565
                                                                                             ------------
         Total non-interest income                                                              3,799,367
                                                                                             ------------

NON-INTEREST EXPENSES
- ---------------------
    Salaries and employee benefits                                                              2,193,946
    Advertising                                                                                    75,891
    Bad debt expense                                                                               56,821
    Depreciation and amortization                                                                 187,770
    Loss on disposal of fixed assets                                                                2,898
    Minority interest in subsidiary income                                                         18,951
    Office supplies                                                                               250,605
    Other administrative expenses                                                                 127,346
    Printing                                                                                       83,611
    Professional fees                                                                             103,151
    Rent                                                                                          184,589
    Repairs and maintenance                                                                       103,181
    Research and development                                                                      224,152
    Service charges                                                                               103,530
    Telephone and utilities                                                                        54,400
    Third party fees                                                                              209,252
    Travel and entertainment                                                                       67,277
                                                                                            -------------
         Total non-interest expenses                                                            4,047,371
                                                                                             ------------

         Net Income                                                                      $      1,408,902
                                                                                            =============


        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     - 8 -



                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998

                                                                                     Cash Increase
                                                                                     or (Decrease)
Cash Flows From Operating Activities                                                 -------------
- ------------------------------------
                                                                                   
    Net  income                                                                       $  1,408,902
     Adjustments  to  reconcile  net income to net cash
      (used) by operating activities:
        Depreciation and amortization                                                      187,770
        Loss on disposal of fixed assets                                                     2,898
        Minority interest in subsidiary income                                              18,951

    Decrease (increase) in
    ----------------------
        Finance receivables                                                             (2,443,841)
        Due from affiliates                                                                (67,219)
        Miscellaneous receivables                                                           33,488
        Prepaid expenses                                                                   (58,685)
        Deposits                                                                            41,733

    Increase in
    -----------
        Accounts payable and accrued expenses                                               76,545
                                                                                      -------------
           Net Cash (Used) by Operating Activities                                        (799,458)
                                                                                      =============

CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
    Purchase of fixed assets                                                            (1,163,634)
    Purchase of software licenses                                                          (36,367)
                                                                                      -------------
           Net Cash (Used) by Investing Activities                                      (1,200,001)
                                                                                      -------------

CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
    Distributions to stockholders                                                         (658,842)
    Payment of loan fees                                                                   (68,701)
    Net proceeds from line of credit                                                     3,865,094
    Principal payments on short-term debt                                                  (75,000)
                                                                                      -------------
          Net Cash Provided by Financing Activities                                      3,062,551
                                                                                      -------------

           Net Increase in Cash and Cash Equivalents                                     1,063,092

Cash and Cash Equivalents - Beginning of Year                                              341,886
                                                                                      -------------

Cash and Cash Equivalents - End of Year                                               $  1,404,978
                                                                                      =============


        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     - 9 -

                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998


NOTE #1        NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -------        -----------------------------------------------------------------

               A.     NATURE OF BUSINESS
                      ------------------
                      Tricom,  Inc. of Milwaukee  (TRICOM) and Subsidiary  ("the
                      Company" when  referring to the group)  provides  billing,
                      collection and payroll support  services to clients in the
                      temporary help industry  throughout the United States.  As
                      part of its service to customers,  TRICOM  advances  funds
                      for   payroll   and   payroll   taxes.   These  funds  are
                      collateralized   by  customer   receivables  and  personal
                      guarantees.

                      TRICOM owns 70% of the issued and outstanding common stock
                      of  UpGrad   Personnel   Services,   Inc.   ("UpGrad"   or
                      "subsidiary"),  its sole  subsidiary.  UpGrad  operates  a
                      training,  management  consulting  and  funding  brokerage
                      business for the staffing industry,  located in Knoxville,
                      Tennessee.

               B.     METHOD OF ACCOUNTING
                      --------------------
                      The Company's assets,  liabilities,  revenues and expenses
                      are recognized on the accrual basis method of accounting.

                      The preparation of financial statements in conformity with
                      generally   accepted   accounting    principles   requires
                      management to make estimates and  assumptions  that affect
                      the  reported   amounts  of  assets  and  liabilities  and
                      disclosure of contingent  assets and  liabilities,  at the
                      date of the financial  statements and the reported amounts
                      of revenues  and  expenses  during the  reporting  period.
                      Actual results could differ from these estimates.

               C.     CONSOLIDATION POLICY
                      --------------------
                      The consolidated  financial statements for the fiscal year
                      ended  September  30, 1998 are  comprised  of TRICOM's and
                      UpGrad's   activity.

                      The  subsidiary's  financial  statement  activity has been
                      consolidated  within the individual line item presentation
                      of the  consolidated  financial  statements  with  the 30%
                      interest  not  owned by the  shareholders  of the  Company
                      accounted  for as a minority  interest.  All  intercompany
                      profits  and  transactions   occurring  on  or  after  the
                      acquisition date of the subsidiary have been eliminated in
                      the consolidation.


                                     - 10 -

                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998


NOTE #1        NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -------        -----------------------------------------------------------------
               (Cont'd)

               C.     CONSOLIDATION POLICY (Cont'd)
                      --------------------
                      The   minority's   share  of  the  net  income   from  the
                      subsidiary,  $18,951 for the fiscal  year ended  September
                      30, 1998, was first  credited to the retained  earnings of
                      the parent  Company in order to absorb  losses  previously
                      recorded.  The  cumulative net loss recorded in the parent
                      Company's  retained  earnings  as of  September  30,  1997
                      totaled  $7,917.  The minority's  share of net income from
                      the  subsidiary  for the fiscal year ended  September  30,
                      1998  in  excess  of the  cumulative  net  loss  has  been
                      recorded on the balance sheet as minority  interest in the
                      amount of $11,034.

               D.     CASH AND CASH EQUIVALENTS
                      -------------------------
                      For purposes of the  Statement of Cash Flows,  the Company
                      considers all short-term  investments in  interest-bearing
                      accounts,   securities,  and  other  instruments  with  an
                      original   maturity  of  three  months  or  less,   to  be
                      equivalent to cash.

                      The  Company  had funds on deposit  at  various  financial
                      institutions  as of September  30, 1998 that  exceeded the
                      federally insured limit by $2,577,434.

               E.     ALLOWANCE FOR DOUBTFUL ACCOUNTS
                      -------------------------------
                      Finance   receivables   are   reviewed   periodically   by
                      management  to determine the adequacy of the allowance for
                      doubtful accounts. Based upon management's evaluation,  an
                      allowance  for  doubtful  accounts  is not  required as of
                      September 30, 1998.

               F.     FIXED ASSETS
                      ------------
                      Fixed assets are stated at cost. The Company  provides for
                      depreciation  of  furniture  and  equipment  by use of the
                      straight-line method over the estimated useful lives which
                      range  from  five to ten  years.  The  cost  of  leasehold
                      improvements  is  amortized  utilizing  the  straight-line
                      method   over   the   term  of  the   respective   leases.
                      Depreciation  expense for the fiscal year ended  September
                      30, 1998  totaled  $110,114.  Included in fixed  assets is
                      $933,608  of  costs  related  to  software  that is in the
                      process of being  developed  but which had not been placed
                      in service or depreciated as of September 30, 1998.

                                     - 11 -

                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998


NOTE #1        NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -------        -----------------------------------------------------------------
               (Cont'd)

               G.     INTANGIBLE ASSETS
                      -----------------
                      Intangible  assets  represent  costs  attributable  to the
                      following:  purchased  software rights and related support
                      manuals; loan fees; noncompetition agreement with a former
                      officer  and  shareholder;  and  goodwill  related  to the
                      acquisition of UpGrad.  The following is a schedule of the
                      straight-line  amortizable  life of the  asset,  its cost,
                      accumulated   amortization  at  September  30,  1998,  and
                      amortization  expense for the fiscal year ending September
                      30, 1998:



                                                     Useful
                                                    Life In                          Accumulated         Current Year
                          Asset                       Years            Cost         Amortization         Amortization
                         -------                     -------          ------       --------------       --------------
                                                                                               
                      Software rights                  2-5         $ 149,690          $  81,168             $ 45,622
                      Loan Fees                         3             68,701              9,542                9,542
                      Loan Fees                         2              9,915              9,915                2,916
                      Noncompetition
                        Agreement                      10            100,000             21,667               10,000
                      Goodwill                         40            383,039             25,536                9,576
                                                                -------------     -------------          -----------
                      Totals                                       $ 711,345          $ 147,828             $ 77,656
                                                                =============     =============          ===========


               H.     INCOME TAXES
                      ------------
                      Pursuant to Section 1362(a) of the Internal  Revenue Code,
                      TRICOM elected to be treated as an S  Corporation,  "small
                      business corporation," for income tax purposes. Under this
                      election,  profits  and losses are passed  directly to the
                      shareholders  for inclusions in their personal  income tax
                      returns.

                      The Company  does not pay  corporate  income  taxes on its
                      taxable income. Accordingly, no liability or provision for
                      federal  or  state   income   taxes  is  included  in  the
                      accompanying statements.

                      Pursuant to Internal Revenue Code Sections 444 and 7519, S
                      Corporations  electing a fiscal year are  required to make
                      deposits  to  the  IRS   representing  the  estimated  tax
                      deferral  that results from the use of a fiscal year.  The
                      Company  received a refund of $41,733  for the fiscal year
                      ended September 30, 1998.

                                     - 12 -

                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998

NOTE #1        NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -------        -----------------------------------------------------------------
               (Cont'd)

               H.     INCOME TAXES (Cont'd)
                      ------------
                      UpGrad has not elected to be treated as an S  Corporation.
                      For the  fiscal  year ended  September  30,  1998,  UpGrad
                      realized net income of $63,171.  For the fiscal year ended
                      September 30, 1998 the Company has not recorded income tax
                      expense due to prior year net operating  loss  carryovers,
                      which offset UpGrad taxable income. UpGrad's net operating
                      loss  carryovers  are not  available  to  offset  TRICOM's
                      taxable  income and are  expected to be fully  utilized to
                      offset UpGrad's September 30, 1998 net income.

               I.     PROFIT-SHARING AND RETIREMENT PLANS
                      -----------------------------------
                      Effective  October 1, 1996, TRICOM adopted a non-qualified
                      profit-sharing  plan covering  substantially all full-time
                      employees.  Contributions  to the plan for the fiscal year
                      ending   September   30,   1998  were   $210,000.   Annual
                      contributions  are not  subject to Internal  Revenue  Code
                      limits  applicable to qualified  plans, and can be made at
                      the Company's discretion. There was no unfunded obligation
                      as of September 30, 1998.

                      Effective  January 1, 1994,  the Company  adopted a 401(k)
                      savings  plan which  covers  substantially  all  full-time
                      employees.   Under  the  plan,   employees  may  elect  to
                      contribute   up  to   15%   of   their   salary.   Company
                      contributions  to the plan are  discretionary.  No Company
                      contribution was made for the fiscal year ending September
                      30, 1998.

               J.     ADVERTISING
                      -----------
                      The  Company  expenses   advertising  costs  as  they  are
                      incurred.  Advertising  expense  for the fiscal year ended
                      September 30, 1998 was $75,891.

               K.     REVENUE RECOGNITION
                      -------------------
                      The  majority  of the  revenue  received by the Company is
                      related to fees earned for billing, collection and payroll
                      support  services  provided to clients as well as interest
                      and  fees  earned  on  finance  receivables  made  to such
                      clients.  Although  the  Company  charges  each  client  a
                      specific rate for all services provided to such client, it
                      is the customary  practice of the Company to allocate such
                      revenue between interest income and service fees.  Revenue
                      is recognized on the accrual basis of accounting.



                                     - 13 -

                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998


NOTE #2        NOTES PAYABLE
- -------        -------------

               The  Company is indebted  on the  following  as of
               September 30, 1998:

               On April 24, 1998, TRICOM entered into a revolving
               line of  credit  agreement  for  $11,000,000  with
               Fleet Capital Corporation  ("Fleet") which expires
               on  April  23,  2001.  The  line  of  credit  will
               increase after January 1, 1999 to $13,000,000  and
               increase after January 1, 2000 to $15,000,000,  as
               long as TRICOM is meeting certain  requirements by
               the bank. Interest accrues at the bank's reference
               rate plus  .25%.  The  bank's  reference  rate was
               8.25% at September 30, 1998. Additionally,  TRICOM
               is obligated to pay an annualized 0.5% unused line
               of  credit  commitment  fee  and a 1% fee on  each
               increase  in the  line  of  credit.  This  line of
               credit   agreement   replaces  a  line  of  credit
               agreement with another bank. The line of credit is
               secured  by the  assets  of  TRICOM  and a limited
               personal  guarantee of the  majority  shareholder.
               The  line of  credit  agreement  contains  various
               covenant  provisions,  including a requirement  to
               maintain a minimum  tangible  net  worth,  maximum
               capital   expenditures,   performance  ratios  and
               reporting requirements.                              $ 10,920,165

               TRICOM is  indebted to a former  stockholder  on a
               five year secured promissory note dated August 23,
               1996 bearing  interest at 12%.  TRICOM is required
               to pay interest  monthly  with a final  payment of
               unpaid  principal  and  accrued  interest  due  on
               August  23,  2001.  TRICOM  is  obligated  to make
               accelerated principal payments in the event TRICOM
               makes  Subchapter  S  distributions  in any fiscal
               year to its  shareholders  in excess of the amount
               distributed  to the  shareholders  for  payment of
               their federal and state tax liabilities  resulting
               from  ownership  of  TRICOM's  stock.  The debt is
               secured by a general business security  agreement,
               a  collateral  pledge  agreement  for  the  shares
               redeemed  from  the  former  shareholder  and  the
               personal  guarantee of the officers of TRICOM.  In
               addition,  the  loan  agreement  contains  various
               covenant  provisions,  including  minimal tangible
               net worth,  limited  salaries for the shareholders
               of  TRICOM,   maximum  capital   expenditures  and
               minimum life insurance  requirements.  The debt is
               subordinated  to the Fleet  revolving  line credit
               agreement.                                              4,125,000


                                     - 14 -

                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998



NOTE #2        NOTES PAYABLE (Cont'd)
- -------        -------------


               TRICOM  is  indebted  to a related  company  on an
               unsecured  demand note dated June 28, 1996 bearing
               interest at 10%.                                     $    25,000
                                                                    ------------

                      Total Notes Payable                            15,070,165

                      Less current maturities                        10,945,165
                                                                    ------------

                      Amount due after one year                     $ 4,125,000
                                                                    ============


               The  following  is a  maturity  schedule  of notes  payable as of
               September 30, 1998:

                         1999                                       $10,945,165
                         2001                                         4,125,000
                                                                    ------------

                         Total                                      $15,070,165
                                                                    ============

               Interest paid during the fiscal year ended September 30, 1998 was
               $1,121,055.


NOTE #3        COMMITMENTS
- -------        -----------

               Effective October 1, 1994, TRICOM subleases its facilities from a
               company  affiliated by common  ownership,  for a period extending
               through September 30, 1999. The lease provides for the payment of
               real estate taxes and certain occupancy  expenses.  The base rent
               is also subject to  escalation.  UpGrad had leased its facilities
               under a lease  agreement dated September 15, 1995 that expired on
               September  14,  1998.  The annual base rental was $16,200 and was
               payable  in  monthly  installments  of  $1,350.  This  lease  was
               extended  until  October 31,  1998.  Effective  November 1, 1998,
               UpGrad  leases its  facilities,  for a period  extending  through
               October 31, 2001. The annual base rental of $18,600 is payable in
               monthly installments of $1,550.

               The  following  is a  summary  of rent  expense  included  in the
               financial  statements related to these leases for the fiscal year
               ended September 30, 1998:

                       Minimum lease payments                       $   105,605
                       Common area maintenance and real
                         estate taxes                                    78,984
                                                                    ------------
                         Total rent expense                         $   184,589
                                                                    ============

                                     - 15 -

                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998


NOTE #3        COMMITMENTS  (Cont'd)
- -------        -----------
               The Company also has an operating  lease,  dated July 5, 1997 for
               an  automobile  with  a  term  of 24  months,  requiring  monthly
               payments of $240.

               The following is a summary of the future  minimum lease  payments
               for operating leases having remaining  noncancelable  lease terms
               in excess of one year for the fiscal  year ending  September  30,
               1998:

                         1999                                      $    124,363
                         2000                                            18,600
                         2001                                            18,600
                         2002                                             1,550
                                                                   -------------

                         Total future minimum lease payments       $    163,113
                                                                   =============


NOTE #4        RELATED PARTY TRANSACTIONS
- -------        --------------------------
               During  fiscal 1998,  the Company had various  transactions  with
               four entities affiliated by common ownership, as follows:

               Type of Transactions
               --------------------
               Due from affiliates - beginning of year (net)       $    243,330
               Contract service or administrative fee revenue           319,482
               Payroll and other advances                               919,254
               Administrative expense reimbursement (net)               309,369
               Cash receipts                                         (1,480,886)
                                                                   -------------
                      Due from affiliates - end of year            $    310,549
                                                                   =============

NOTE #5        STOCK REDEMPTION AGREEMENT
- -------        --------------------------
               TRICOM has a stock  redemption  agreement  with a shareholder  to
               provide for the orderly disposition of the corporate stock in the
               event of the shareholder's desire to sell the shares, termination
               of employment or death. In the event the  shareholder  desires to
               sell the  shares or the  shareholder's  employment  expires or is
               terminated,  for any reason,  the shareholder  shall sell and the
               Corporation  must  purchase  all  of  the  shares  owned  by  the
               shareholder.  The purchase  price shall be that part of the "full
               value of  TRICOM"  that is equal  to the  shareholder's  pro rata
               ownership interest in TRICOM. The full value of TRICOM is defined
               as six times the sum of  TRICOM's  pre-tax  profits for the prior
               twelve months ending on the first day of the month after


                                     - 16 -

                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998


NOTE #5        STOCK REDEMPTION AGREEMENT (Cont'd)
- -------        --------------------------
               death,  termination  of  employment  or the  receipt of notice of
               intent to sell. If the shareholder terminates employment prior to
               August 30, 2001 or TRICOM terminates shareholder's employment for
               "good  cause" at any time after  August 30,  1996,  the  purchase
               price  shall  be  equal  to  three  times  pre-tax  profits.  The
               agreement  requires  a payment  of 10% of the  purchase  price at
               closing  or within 90 days of death with the  balance  paid in 10
               equal  annual  installments  plus  interest  at the  prime  rate,
               beginning at the  anniversary  date of the closing or the date of
               death of the shareholder.


NOTE #6        SUBSEQUENT EVENT
- -------        ----------------
               On October  13,  1998,  the  Company  entered  into a  $1,200,000
               capital lease  agreement  for the financing of computer  software
               and hardware.  This capital lease  arrangement  will be used to
               finance the $933,608  already paid by the Company and included in
               fixed  assets,  as well as other  computer  hardware and software
               costs.


NOTE #7        YEAR 2000 READINESS DISCLOSURE (UNAUDITED)
- -------        ------------------------------------------
               A critical issue has emerged for all industries  that are heavily
               reliant  upon   computers   regarding   how   existing   software
               application  programs and operating  systems can  accommodate the
               date value for the "Year 2000." The Year 2000 issue is the result
               of computer  programs being written using two digits (rather than
               four) to define the applicable  year. As such,  certain  programs
               that have time-sensitive software may recognize a date using "00"
               as the year 1900 rather than the year 2000. As a result, the year
               1999 (i.e.  `99') could be the maximum  date value these  systems
               will be able to accurately  process.  Like most financial service
               providers,  the Company may be significantly affected by the Year
               2000  problem  due  to  the  nature  of  financial   information.
               Furthermore,  if computer  systems are not adequately  changed to
               properly identify the Year 2000, many computer applications could
               fail or generate erroneous reports.

               During  1997,  management  began the process of working  with its
               outside  software  vendors to ensure that the Company is prepared
               for the Year 2000.  Management has been in frequent  contact with
               its vendors and has  developed a testing  strategy  and Year 2000
               plan with the knowledge and understanding of each of the vendors'
               plans  and  timetables.   Additionally,   the  critical  in-house
               hardware and related systems are being reviewed and upgraded,  if
               necessary,  to be Year 2000 compliant.  Testing of these critical
               hardware systems, such as work stations,  file servers, and local
               area networks,  is expected to be completed on or about September
               30, 1999.

                                     - 17 -

                    TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                (With the auditor's report of November 16, 1998)
                  For the fiscal year ended September 30, 1998


NOTE #7        YEAR 2000 READINESS DISCLOSURE (UNAUDITED) (Cont'd)
- -------        ------------------------------------------
               Total  estimated Year 2000  compliance  costs are not expected to
               exceed $100,000 and, accordingly, are not expected to be material
               to the Company's  financial  position or results of operations in
               either 1998 or 1999.  This cost does not include  internal salary
               and    employee    benefit    costs   for   persons   that   have
               responsibilities, or are involved, with the Year 2000 project.

               The above  estimated  dates  and costs are based on  management's
               best   estimates  and  include   assumptions  of  future  events,
               including  availability  of certain  resources,  software  vendor
               plans,  and  other  factors.   In  the  event  the  Company  does
               experience Year 2000 systems failures or malfunctions and despite
               the testing preparedness  efforts, the Company's operations would
               be disrupted  until the systems are  restored,  and the Company's
               ability to conduct  its  business  may be  adversely  impacted in
               connection with processing customer payrolls and transactions.

                                     - 18 -




TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS OF JUNE 30, 1999
(In thousands)



=====================================================================================================

                                                                                         
ASSETS:
Finance receivables                                                                         $ 14,497
Due from affiliates                                                                              270
Prepaid and other current assets                                                                 539
- -----------------------------------------------------------------------------------------------------
   Total current assets                                                                       15,306

Premises and equipment, at cost                                                                2,559
Accumulated depreciation                                                                        (524)
- -----------------------------------------------------------------------------------------------------
   Net premises and equipment                                                                  2,035

Goodwill and other intangible assets, net                                                        421
Other assets                                                                                      42
- -----------------------------------------------------------------------------------------------------

       Total assets                                                                         $ 17,804
=====================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
LIABILITIES:
Outstanding funds due to bank                                                               $  1,188
Accounts payable and accrued expenses                                                          2,111
Notes payable - revolving line of credit                                                      10,275
- -----------------------------------------------------------------------------------------------------
   Total current liabilities                                                                  13,574

Long-term debt                                                                                 4,837
- -----------------------------------------------------------------------------------------------------

       Total liabilities                                                                      18,411
- -----------------------------------------------------------------------------------------------------

Minority interest                                                                                 16

STOCKHOLDERS' EQUITY (DEFICIT):
Capital stock                                                                                     29
Treasury stock, at cost                                                                       (4,277)
Retained earnings                                                                              3,625
- -----------------------------------------------------------------------------------------------------

   Total stockholders' equity (deficit)                                                         (623)
- -----------------------------------------------------------------------------------------------------

       Total liabilities and stockholders' equity (deficit)                                 $ 17,804
=====================================================================================================



                                     - 19 -




TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
FOR THE NINE MONTH PERIOD ENDED JUNE 30, 1999
(In thousands)

=============================================================================================================

                                                                                                  
INTEREST INCOME
  Interest and fees on finance receivables                                                           $ 2,338
- -------------------------------------------------------------------------------------------------------------
    Total interest income                                                                              2,338
- -------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
   Interest on notes payable - revolving line of credit                                                  575
   Interest on long-term debt                                                                            447
- -------------------------------------------------------------------------------------------------------------
     Total interest expense                                                                            1,022
- -------------------------------------------------------------------------------------------------------------

NET INTEREST INCOME                                                                                    1,316
Provision for possible loan losses                                                                         -
- -------------------------------------------------------------------------------------------------------------

Net interest income after provision for possible loan losses                                           1,316
- -------------------------------------------------------------------------------------------------------------

NON-INTEREST INCOME
  Administrative services revenue                                                                      2,821
  Other                                                                                                   27
- -------------------------------------------------------------------------------------------------------------
    Total non-interest income                                                                          2,848
- -------------------------------------------------------------------------------------------------------------

NON-INTEREST EXPENSE
  Salaries and employee benefits                                                                       1,604
  Occupancy, net                                                                                         198
  Equipment expense                                                                                      276
  Data processing                                                                                         23
  Advertising and marketing                                                                               72
  Professional fees                                                                                      142
  Other                                                                                                  597
- -------------------------------------------------------------------------------------------------------------
    Total non-interest expense                                                                         2,912
- -------------------------------------------------------------------------------------------------------------

NET INCOME                                                                                           $ 1,252
=============================================================================================================


                                     - 20 -




TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
FOR THE NINE MONTH PERIOD ENDED JUNE 30, 1999
(In thousands, except share amounts)

                                                        Common Stock
                                                 ----------------------
                                                   Number                        Retained          Treasury
                                                 of Shares       Amount          Earnings            Stock             Total
==================================================================================================================================
                                                                                                           
Balance at October 1, 1998                             95            $ 29           $ 3,257          $ (4,277)            $ (991)

Distributions                                           -               -              (884)                -               (884)
Net income                                              -               -             1,252                 -              1,252
                                                ----------------------------------------------------------------------------------

Balance at June 30, 1999                               95            $ 29           $ 3,625          $ (4,277)            $ (623)
==================================================================================================================================


                                     - 21 -




TRICOM, INC. OF MILWAUKEE AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTH PERIOD ENDED JUNE 30, 1999
(In thousands)


==============================================================================================================
                                                                                                   
OPERATING ACTIVITIES:
  Net income                                                                                          $ 1,252
  Adjustments to reconcile net income to net cash used for,
     or provided by, operating activities:
  Minority interest in subsidiary income                                                                    4
  Depreciation and amortization                                                                            45
  Decrease in due from affiliates                                                                          41
  Increase in prepaid and other assets                                                                   (265)
  Increase in accounts payable and accrued expenses                                                     1,922
- --------------------------------------------------------------------------------------------------------------
    Net cash provided by operating activities                                                           2,999
- --------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
  Net increase in finance receivables                                                                  (4,086)
  Purchases of premises and equipment, net                                                               (663)
- --------------------------------------------------------------------------------------------------------------
    Net cash used for investing activities                                                             (4,749)
- --------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES:
  Decrease in notes payable, net                                                                         (670)
  Proceeds from issuance of long-term debt                                                                892
  Payments on long-term debt                                                                             (180)
  Distributions to S-Corporation stockholders                                                            (884)
- --------------------------------------------------------------------------------------------------------------
    Net cash used for financing activities                                                               (842)
- --------------------------------------------------------------------------------------------------------------

Net decrease in cash                                                                                   (2,593)

Cash at beginning of period                                                                             1,405
- --------------------------------------------------------------------------------------------------------------

Outstanding funds due to bank at end of period                                                       $ (1,188)
==============================================================================================================



                                     - 22 -


(b)  Pro Forma Financial Information.

                                                                            Page
                                                                            ----

     1)   Pro Forma Condensed Balance Sheet as of June 30, 1999.             24

     2)   Pro Forma  Condensed  Statement of Income for the year
          ended  December 31, 1998.                                          25

     3)   Pro Forma Condensed Statement of Income for the six month
          period ended June 30, 1999.                                        26

The accompanying unaudited pro forma condensed financial information ("pro forma
statements") illustrate the effect of the acquisition of Tricom on the financial
position  and  results  of   operations   of  Wintrust   Financial   Corporation
("Wintrust").  The  unaudited  pro forma  condensed  balance  sheet  assumes the
acquisition  took place on June 30,  1999.  The  unaudited  pro forma  condensed
statement  of  income  for the  year  ended  December  31,  1998 is based on the
historical  audited statement of income for Wintrust for the year ended December
31, 1998 and the historical  audited statement of income for Tricom for the year
ended  September 30, 1998 and has been prepared  assuming the  acquisition  took
place on January 1, 1998. The unaudited pro forma condensed  statement of income
for the six month  period  ended June 30,  1999 is based on that time period for
both  Wintrust and Tricom and assumes the  acquisition  took place on January 1,
1999. These pro forma  statements are not necessarily  indicative of the results
of  operations  or  financial  position  of  Wintrust  that would have  actually
occurred,  or which may occur in the future,  had the acquisition been completed
on the dates noted above.  For example,  the expected  favorable impact of lower
funding cost rates related to Tricom's  revolving line of credit facility is not
reflected as a pro forma adjustment in the  accompanying  pro forma  statements.
Subsequent to the transaction,  Tricom's  revolving line of credit facility with
an  unaffiliated  third  party bank was  replaced  with a line of credit  from a
Wintrust bank  subsidiary.  The interest rate on the  unaffiliated  bank line of
credit  facility was based on a spread over that bank's prime  lending rate plus
certain additional fees, whereas the funding cost of the new line of credit with
a Wintrust bank subsidiary would effectively  approximate that bank subsidiary's
overall cost of funds rate.

Hinsdale  Bank and Trust  Company  ("Hinsdale"),  a  wholly-owned  subsidiary of
Wintrust,  acquired  100% of the  common  stock  of  Tricom  for  $8.0  million,
consisting of $4.0 million in cash and 227,635  shares of the  Company's  common
stock. The transaction will be recorded using the purchase method of accounting.
Under  purchase  accounting,  the total  purchase  price  will be  allocated  to
tangible  and  intangible  assets  and  liabilities  of  Tricom  based  on their
respective  fair  values  as of  October  1,  1999,  the  effective  date of the
acquisition. A preliminary allocation of the purchase price has been made in the
accompanying pro forma statements based on available  information and is subject
to change.  The actual  allocation of purchase price and the resulting effect on
net income may differ from the unaudited pro forma amounts included herein.  The
accompanying  pro  forma  statements  should  be read in  conjunction  with  the
separate historical  financial statements and notes thereto of both Wintrust and
Tricom.

                                     - 23 -


                ITEM 7(b) PRO FORMA FINANCIAL STATEMENTS



WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED)
AS OF JUNE 30, 1999
(In thousands)

                                                                                           PRO FORMA ADJUSTMENTS       PRO FORMA
                                                                                          -----------------------
                                                            WINTRUST         TRICOM       REF. #       AMOUNT          WINTRUST
====================================================================================================================================
                                                                                                          
ASSETS
Cash and due from banks-non-interest bearing                   $  40,170        $ (1,188)                                  $ 38,982
Federal funds sold                                                56,640               -        (2)       $ (4,030)          52,610
Interest-bearing deposits with banks                               3,047               -                                      3,047
Available-for-Sale securities, at fair value                     185,233               -                                    185,233
Investment in Tricom, Inc. of Milwaukee                                -               -        (2)          8,227
                                                                                                (3)         (8,227)               -
Loans, net of unearned income                                  1,137,169          14,497                                  1,151,666
    Less: Allowance for possible loan losses                       7,677               -        (1)            175            7,852
- ------------------------------------------------------------------------------------------------------------------------------------
    Net loans                                                  1,129,492          14,497                      (175)       1,143,814
Premises and equipment, net                                       66,302           2,035                                     68,337
Accrued interest receivable and other assets                      32,912             851        (3)            (52)          33,711
Goodwill and organizational costs                                  1,343             421        (3)           (421)
                                                                                                (3)          9,839           11,182
- ------------------------------------------------------------------------------------------------------------------------------------
    Total assets                                             $ 1,515,139        $ 16,616                   $ 5,161      $ 1,536,916
====================================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
 Non-interest bearing                                          $ 124,642               -                                $   124,642
 Interest bearing                                              1,210,083               -                                  1,210,083
- ------------------------------------------------------------------------------------------------------------------------------------
    Total  deposits                                            1,334,725               -                         -        1,334,725

Short-term borrowings                                             50,105               -                                     50,105
Notes payable                                                      5,100        $ 10,275                                     15,375
Long-term debt                                                    31,050           4,837                                     35,887
Accrued interest payable and other liabilities                    14,977           2,111        (1)        $   181
                                                                                                (2)            198
                                                                                                (3)            175           17,642
- ------------------------------------------------------------------------------------------------------------------------------------
    Total liabilities                                          1,435,957          17,223                       554        1,453,734
- ------------------------------------------------------------------------------------------------------------------------------------

Minority interest                                                      -              16        (3)            (16)               -

Shareholders' equity:
  Preferred stock                                                      -               -                                          -
  Common stock                                                     8,172              29        (3)            (29)
                                                                                                (2)            228            8,400
  Surplus                                                         73,138               -        (2)          3,772           76,910
  Common stock warrants                                              100               -                                        100
  Treasury stock, at cost                                              -          (4,277)       (3)          4,277                -
  Retained earnings (deficit)                                     (1,778)          3,625        (1)           (356)
                                                                                                (3)         (3,269)          (1,778)
  Accumulated other comprehensive loss                              (450)              -                                       (450)
- ------------------------------------------------------------------------------------------------------------------------------------
    Total shareholders' equity                                    79,182            (623)                    4,623           83,182
- ------------------------------------------------------------------------------------------------------------------------------------
    Total liabilities and shareholders' equity               $ 1,515,139        $ 16,616                   $ 5,161      $ 1,536,916
====================================================================================================================================

<FN>
PRO FORMA ADJUSTMENTS:
- ----------------------
(1)   Pre-closing  Tricom entry to record allowance for loan losses and accruals for profit sharing benefits and  undistributed
      current year earnings,  in accordance with generally accepted accounting principles.
(2)   To record $8,227  purchase  price of Tricom  including $197 of acquisition costs. A total of 227,635 Wintrust common shares
      were issued.
(3)   To record  goodwill,  write-down of certain assets,  accrual of prepayment penalty for early termination of revolving credit
      facility and elimination of equity interest in Tricom.
</FN>


                                     - 24 -




WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1998
(In thousands, except per share data)

                                                                                         PRO FORMA ADJUSTMENTS         PRO FORMA
                                                                                         ---------------------
                                                             WINTRUST          TRICOM      REF. #       AMOUNT          WINTRUST
==================================================================================================================================
                                                                                                         
INTEREST INCOME
  Interest and fees on loans                                   $75,369          $2,847                                   $ 78,216
  Interest bearing deposits with banks                           2,283               -                                      2,283
  Federal funds sold                                             2,327               -        (3)         $ (214)           2,113
  Securities                                                     8,000               -                                      8,000
- ----------------------------------------------------------------------------------------------------------------------------------
    Total interest income                                       87,979           2,847                      (214)          90,612
- ----------------------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
   Interest on deposits                                         49,069               -                                     49,069
   Interest on short-term borrowings and notes payable           1,399             695        (4)            217            2,311
   Interest on long-term debt                                      747             495        (4)           (495)             747
- ----------------------------------------------------------------------------------------------------------------------------------
     Total interest expense                                     51,215           1,190                      (278)          52,127
- ----------------------------------------------------------------------------------------------------------------------------------

NET INTEREST INCOME                                             36,764           1,657                        65           38,486
Provision for possible loan losses                               4,297              57                                      4,354
- ----------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for possible loan losses    32,467           1,600                        65           34,132
- ----------------------------------------------------------------------------------------------------------------------------------

NON-INTEREST INCOME
  Fees on mortgage loans sold                                    5,569               -                                      5,569
  Administrative services revenue                                    -           3,793                                      3,793
  Service charges on deposit accounts                            1,065               -                                      1,065
  Trust fees                                                       788               -                                        788
  Other                                                            653               6                                        659
- ----------------------------------------------------------------------------------------------------------------------------------
    Total non-interest income                                    8,075           3,799                         -           11,874
- ----------------------------------------------------------------------------------------------------------------------------------

NON-INTEREST EXPENSE
  Salaries and employee benefits                                18,944           2,194                                     21,138
  Occupancy, net                                                 2,435             239                                      2,674
  Equipment expense                                              2,221             291                                      2,512
  Data processing                                                1,676             224                                      1,900
  Advertising and marketing                                      1,612              76                                      1,688
  Professional fees                                              1,654             103                                      1,757
  Other                                                          7,291             863        (2)            503            8,657
- ----------------------------------------------------------------------------------------------------------------------------------
    Total non-interest expense                                  35,833           3,990                       503           40,326
- ----------------------------------------------------------------------------------------------------------------------------------

Income before income taxes                                       4,709           1,409                      (438)           5,680
Income tax expense (benefit)                                    (1,536)              -        (1)            383           (1,153)
- ----------------------------------------------------------------------------------------------------------------------------------

NET INCOME                                                    $  6,245        $  1,409                    $ (820)         $ 6,834
==================================================================================================================================
NET INCOME PER COMMON SHARE - BASIC                            $  0.77             N/A                       N/A           $ 0.82
==================================================================================================================================
NET INCOME PER COMMON SHARE - DILUTED                          $  0.74             N/A                       N/A           $ 0.78
==================================================================================================================================

Weighted average common shares outstanding                       8,142             N/A                       228            8,370
Dilutive potential common shares                                   353             N/A                         -              353
- ----------------------------------------------------------------------------------------------------------------------------------
Average common shares and dilutive common shares                 8,495             N/A                       228            8,723
==================================================================================================================================
<FN>
PRO FORMA ADJUSTMENTS:
- ----------------------
(1)   To record federal and state income taxes at the combined  marginal rate of 39.4%.
(2)   Amortization of goodwill over 20 years.
(3)   Estimated  loss of interest  income  related to the $4,030 cash portion of the purchase price.
(4)   As a condition of the  transaction,  the $4,125 long-term debt to a former stockholder was paid-off and, accordingly, the
      interest expense related to this  long-term  debt was  eliminated.  This payment was funded through an advance on the line
      of credit  facility,  therefore,  additional  interest expense on  short-term  borrowings  and notes  payable was  recorded
      at an estimated new funding cost rate.
</FN>


                                     - 25 -




WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1999
(In thousands, except per share data)

                                                                                          Pro Forma Adjustments        Pro Forma
                                                                                          ---------------------
                                                              Wintrust          Tricom      Ref. #       Amount       Wintrust
================================================================================================================================
                                                                                                        
INTEREST INCOME
  Interest and fees on loans                                  $45,003          $1,709                                  $ 46,712
  Interest bearing deposits with banks                            121               -                                       121
  Federal funds sold                                              570               -        (3)        $  (93)             477
  Securities                                                    4,698               -                                     4,698
- --------------------------------------------------------------------------------------------------------------------------------
    Total interest income                                      50,392           1,709                      (93)          52,008
- --------------------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
   Interest on deposits                                        25,766               -                                    25,766
   Interest on short-term borrowings and notes payable            743             359        (4)            98            1,200
   Interest on long-term debt                                   1,469             303        (4)          (248)           1,525
- --------------------------------------------------------------------------------------------------------------------------------
     Total interest expense                                    27,978             662                     (150)          28,490
- --------------------------------------------------------------------------------------------------------------------------------

NET INTEREST INCOME                                            22,414           1,047                       57           23,518
Provision for possible loan losses                              1,717               -                                     1,717
- --------------------------------------------------------------------------------------------------------------------------------

Net interest income after provision for possible loan losses   20,697           1,047                       57           21,801
- --------------------------------------------------------------------------------------------------------------------------------

NON-INTEREST INCOME
  Fees on mortgage loans sold                                   2,217               -                                     2,217
  Administrative services revenue                                   -           1,718                                     1,718
  Service charges on deposit accounts                             681               -                                       681
  Trust fees                                                      475               -                                       475
  Gain on sale of premium finance receivables                     263               -                                       263
  Other                                                           790              21                                       811
- --------------------------------------------------------------------------------------------------------------------------------
    Total non-interest income                                   4,426           1,739                        -            6,165
- --------------------------------------------------------------------------------------------------------------------------------

NON-INTEREST EXPENSE
  Salaries and employee benefits                               10,272           1,081                                    11,353
  Occupancy, net                                                1,345             130                                     1,475
  Equipment expense                                             1,330             205                                     1,535
  Data processing                                                 993               5                                       998
  Advertising and marketing                                       732              46                                       778
  Professional fees                                               586              98                                       684
  Other                                                         3,806             402        (2)           251            4,460
- --------------------------------------------------------------------------------------------------------------------------------
    Total non-interest expense                                 19,064           1,967                      251           21,282
- --------------------------------------------------------------------------------------------------------------------------------

Income before income taxes                                      6,059             819                     (194)           6,683
Income tax expense                                              1,965               -        (1)           246            2,211
- --------------------------------------------------------------------------------------------------------------------------------

NET INCOME                                                    $ 4,094          $  819                   $ (440)         $ 4,472
================================================================================================================================
NET INCOME PER COMMON SHARE - BASIC                            $ 0.50             N/A                      N/A           $ 0.53
================================================================================================================================
NET INCOME PER COMMON SHARE - DILUTED                          $ 0.48             N/A                      N/A           $ 0.51
================================================================================================================================

Weighted average common shares outstanding                      8,162             N/A                      228            8,390
Dilutive potential common shares                                  330             N/A                        -              330
- --------------------------------------------------------------------------------------------------------------------------------
Average common shares and dilutive common shares                8,492             N/A                      228            8,720
================================================================================================================================
<FN>
PRO FORMA ADJUSTMENTS:
- ----------------------
(1)   To record federal and state income taxes at the combined  marginal rate of 39.4%.
(2)   Amortization of goodwill over 20 years.
(3)   Estimated  loss of interest  income  related to the $4,030 cash portion of the purchase price.
(4)   As a condition of the  transaction,  the $4,125 long-term debt to a former stockholder was paid-off and, accordingly, the
      interest expense related to this  long-term  debt was  eliminated.  This payment was funded through an advance on the line
      of credit  facility,  therefore,  additional  interest expense on  short-term  borrowings  and notes  payable was  recorded
      at an estimated new funding cost rate.
</FN>



                                     - 26 -

(c)  Exhibit.

Exhibit 99     Consent of Kolb Lauwasser & Co., S.C..





                                   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 23, 1999                               /s/ David A. Dykstra
                                                       --------------------
                                                       Executive Vice President
                                                       & Chief Financial Officer

                                     - 27 -