e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2011
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Illinois
(State or other
jurisdiction of Incorporation)
|
|
001-35077
(Commission File Number)
|
|
36-3873352
(I.R.S. Employer
Identification No.) |
|
|
|
|
|
727 North Bank Lane
Lake Forest, Illinois
(Address of principal
executive offices)
|
|
|
|
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:
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
Item 7.01. |
|
Regulation FD Disclosure. |
On February 15, 2011, Wintrust Financial Corporation (the Company) issued a press release
announcing that it planned to present certain information regarding the Company at Sterne Agees
Financial Institutions Investor Conference on February 17, 2011.
Pursuant to Regulation FD, the Company is hereby furnishing the press release as Exhibit 99.1
and the Companys presentation as Exhibit 99.2, each of which is incorporated by reference into
this Item 7.01. This information is being furnished to the Securities and Exchange Commission 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 or the Exchange Act.
|
|
|
Item 9.01. |
|
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
99.1
|
|
Press Release dated February 15, 2011 |
|
99.2
|
|
Presentation |
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of
federal securities laws. Forward-looking information can be identified through the use of words
such as intend, plan, project, expect, anticipate, believe, estimate, contemplate,
possible, point, will, may, should, would and could. Forward-looking statements and
information are not historical facts, are premised on many factors and assumptions, and represent
only managements expectations, estimates and projections regarding future events. Similarly, these
statements are not guarantees of future performance and involve certain risks and uncertainties
that are difficult to predict, which may include, but are not limited to, those listed below and
the Risk Factors discussed under Item 1A of the Companys Annual Report on Form 10-K for the year
ended December 31, 2009, Part II, Item 1A of the Companys Quarterly Reports on Form 10-Q for the
quarters ended June 30, 2010 and September 30, 2010 and in any of the Companys subsequent SEC
filings. 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 future financial performance, the performance of its loan portfolio, the expected
amount of future credit reserves and charge-offs, delinquency trends, growth plans, regulatory
developments, securities that the Company may offer from time to time, and managements long-term
performance goals, as well as statements relating to the anticipated effects on financial condition
and results of operations from expected developments or events, the Companys business and growth
strategies, including future acquisitions of banks, specialty finance or wealth management
businesses, internal growth and plans to form additional de novo banks or branch offices. Actual
results could differ materially from those addressed in the forward-looking statements as a result
of numerous factors, including the following:
|
|
|
negative economic conditions that adversely affect the economy, housing prices, the job
market and other factors that may affect the Companys liquidity and the performance of its
loan portfolios, particularly in the markets in which it operates; |
|
|
|
|
the extent of defaults and losses on the Companys loan portfolio, which may require
further increases in its allowance for credit losses; |
|
|
|
|
estimates of fair value of certain of the Companys assets and liabilities, which could
change in value significantly from period to period; |
|
|
|
|
changes in the level and volatility of interest rates, the capital markets and other
market indices that may affect, among other things, the Companys liquidity and the value
of its assets and liabilities; |
|
|
|
|
a decrease in the Companys regulatory capital ratios, including as a result of further
declines in the value of its loan portfolios, or otherwise; |
|
|
|
|
effects resulting from the Companys prior participation in the Capital Purchase
Program; |
|
|
|
|
increased costs of compliance, heightened regulatory capital requirements and other
risks associated with changes in regulation and the current regulatory environment,
including |
|
|
|
the requirements of the Basel II and III capital regimes and the Dodd-Frank Wall Street
Reform and Consumer Protection Act; |
|
|
|
|
legislative or regulatory changes, particularly changes in regulation of financial
services companies and/or the products and services offered by financial services
companies; |
|
|
|
|
increases in the Companys Federal Deposit Insurance Corporation (FDIC) insurance
premiums, or the collection of special assessments by the FDIC; |
|
|
|
|
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); |
|
|
|
|
delinquencies or fraud with respect to the Companys premium finance business; |
|
|
|
|
the Companys ability to comply with covenants under its securitization facility and
credit facility; |
|
|
|
|
credit downgrades among commercial and life insurance providers that could negatively
affect the value of collateral securing the Companys premium finance loans; |
|
|
|
|
any negative perception of the Companys reputation or financial strength; |
|
|
|
|
the loss of customers as a result of technological changes allowing consumers to
complete their financial transactions without the use of a bank; |
|
|
|
|
the ability of the Company to attract and retain senior management experienced in the
banking and financial services industries; |
|
|
|
|
failure to identify and complete favorable acquisitions in the future, or unexpected
difficulties or developments related to the integration of recent or future acquisitions,
including with respect to any FDIC-assisted acquisitions; |
|
|
|
|
unexpected difficulties or unanticipated developments related to the Companys strategy
of de novo bank formations and openings, which typically require over 13 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; |
|
|
|
|
changes in accounting standards, rules and interpretations and the impact on the
Companys financial statements; |
|
|
|
|
significant litigation involving the Company; and |
|
|
|
|
the ability of the Company to receive dividends from its subsidiaries. |
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 the Company. 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 such statement was made. 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.
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.
|
|
|
|
|
|
WINTRUST FINANCIAL CORPORATION
(Registrant)
|
|
|
By: |
/s/ David A. Dykstra
|
|
|
|
David A. Dykstra |
|
|
|
Senior Executive Vice President and
Chief Operating Officer |
|
|
Date: February 17, 2011
INDEX TO EXHIBITS
|
|
|
Exhibit |
|
|
99.1
|
|
Press Release dated February 15, 2011 |
|
99.2
|
|
Presentation |