FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 18, 2009
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Illinois
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0-21923
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36-3873352 |
(State or other jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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727 North Bank Lane
Lake Forest, Illinois
(Address of principal executive
offices)
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60045
(Zip Code) |
Registrants telephone number, including area code (847) 615-4096
Not Applicable
(Former name or former address, if changed since last year)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure.
Wintrust
Financial Corporation (Wintrust or the Company) plans to present certain information
regarding Wintrust at the 14th annual Howe Barnes Hoefer & Arnett Bank Conference on
August 18, 2009.
Pursuant to Regulation FD, Wintrust is hereby furnishing the presentation as Exhibit 99.1,
which is incorporated by reference into this Item 7.01. This information is being furnished to
the Securities and Exchange Commission (the SEC) and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 (the Securities Act) or the Exchange Act.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
99.1
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Presentation. |
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FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of federal
securities laws. Forward-looking information in this document can be identified through the use of
words such as may, will, intend, plan, project, expect, anticipate, should,
would, believe, estimate, contemplate, possible, and point. The forward-looking
information is premised on many factors, some of which are outlined below. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of invoking these safe harbor provisions. Such forward-looking statements
may be deemed to include, among other things, statements relating to the Companys projected
growth, anticipated improvements in earnings, earnings per share and other financial performance
measures, and managements long-term performance goals, as well as statements relating to the
anticipated effects on financial results of condition from expected developments or events, the
Companys business and growth strategies, including anticipated internal growth, plans to form
additional de novo banks and to open new branch offices, and to pursue additional potential
development or acquisitions of banks, wealth management entities or specialty finance businesses.
Actual results could differ materially from those addressed in the forward-looking statements as a
result of numerous factors, including the following:
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Competitive pressures in the financial services business which may affect the pricing of the
Companys loan and deposit products as well as its services (including wealth management services). |
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Changes in the interest rate environment, which may influence, among other things, the growth of
loans and deposits, the quality of the Companys loan portfolio, the pricing of loans and deposits
and interest income. |
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The extent of defaults and losses on our loan portfolio. |
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Unexpected difficulties or unanticipated developments related to the Companys strategy of de novo
bank formations and openings. De novo banks typically require 13 to 24 months of operations before
becoming profitable, due to the impact of organizational and overhead expenses, the startup phase of
generating deposits and the time lag typically involved in redeploying deposits into attractively
priced loans and other higher yielding earning assets. |
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The ability of the Company to obtain liquidity and income from the sale of premium finance
receivables in the future and the unique collection and delinquency risks associated with such loans. |
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Failure to identify and complete acquisitions in the future or unexpected difficulties or
unanticipated developments related to the integration of acquired entities or assets into the
Company. |
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Legislative or regulatory changes or actions, or significant litigation involving the Company. |
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Changes in general economic conditions in the markets in which the Company operates. |
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The ability of the Company to receive dividends from its subsidiaries. |
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The loss of customers as a result of technological changes allowing consumers to complete their
financial transactions without the use of a bank. |
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The ability of the Company to attract and retain senior management experienced in the banking and
financial services industries. |
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The risk that the terms of the U.S. Treasury Departments Capital Purchase Program could change. |
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The other risk factors set forth in the Companys filings with the Securities and Exchange Commission. |
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Therefore, there can be no assurances that future actual results will correspond to these
forward-looking statements. The reader is cautioned not to place undue reliance on any forward
looking statement made by or on behalf of Wintrust. Any such statement speaks only as of the date
the statement was made or as of such date that may be referenced within the statement. The Company
undertakes no obligation to release revisions to these forward-looking statements or reflect events
or circumstances after the date of this press release. Persons are advised, however, to consult
further disclosures management makes on related subjects in its reports filed with the Securities
and Exchange Commission and in its press releases.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WINTRUST FINANCIAL
CORPORATION
(Registrant)
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By: |
/s/ David A. Dykstra
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David A. Dykstra |
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Senior Executive Vice President and
Chief Operating Officer |
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Date:
August 18, 2009
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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Presentation. |
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