UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 14, 2004
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________
ILLINOIS 36-3873352
(State or other jurisdiction of 0-21923 (I.R.S. Employer
Incorporation) (Commission File Number) Identification No.)
727 NORTH BANK LANE
LAKE FOREST, ILLINOIS
(Address of principal executive 60045
offices) (Zip Code)
Registrant's 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:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On December 14, 2004, Wintrust Financial Corporation entered into a
forward sale agreement (the "Forward Sale Agreement") with Royal Bank of Canada,
an affiliate of RBC Capital Markets Corporation, relating to the forward sale by
Wintrust of 1,200,000 shares of its common stock, which amount equals the number
of shares to be borrowed and sold by Royal Bank of Canada under the Forward Sale
Agreement. Pursuant to an underwriting agreement dated December 14, 2004 (the
"Underwriting Agreement"), RBC Capital Markets Corporation, acting as
representative of the several underwriters (the "Underwriters"), has agreed to
purchase from Royal Bank of Canada 1,200,000 shares of Wintrust's common stock.
Royal Bank of Canada has also granted the Underwriters the option to purchase up
to an additional 180,000 shares of common stock that may be sold to cover
over-allotments, if any. The shares to be sold by Royal Bank of Canada, acting
at Wintrust's request, have been registered under the Securities Act of 1933, as
amended, pursuant to Wintrust's existing shelf registration statement (No.
333-119345). Copies of the Underwriting Agreement and the Forward Sale Agreement
are attached hereto as Exhibits 1.1 and 1.2, respectively, and incorporated
herein by reference.
ITEM 9.01(c). EXHIBITS.
Exhibit 1.1 Underwriting Agreement, dated December 14, 2004, among
Wintrust Financial Corporation, Royal Bank of Canada and
RBC Capital Markets Corporation, as representative of the
several underwriters.
Exhibit 1.2 Forward Sale Agreement, dated as of December 14, 2004, between
Wintrust Financial Corporation and Royal Bank of Canada.
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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.
WINTRUST FINANCIAL CORPORATION
(Registrant)
By: /s/ David L. Stoehr
----------------------------
David L. Stoehr
Executive Vice President and
Chief Financial Officer
Date: December 14, 2004
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INDEX TO EXHIBITS
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Exhibit
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1.1 Underwriting Agreement, dated December 14, 2004, among Wintrust
Financial Corporation, Royal Bank of Canada and RBC Capital Markets
Corporation, as representative of the several underwriters.
1.2 Forward Sale Agreement, dated as of December 14, 2004, between Wintrust
Financial Corporation and Royal Bank of Canada.
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