SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Wintrust Financial Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
97650W108
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(CUSIP Number)
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 97650W108 13G PAGE 2 OF 9 PAGES
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MILBANK CORPORATION
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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5. SOLE VOTING POWER
3,000
NUMBER OF ------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 414,614
EACH ------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH
3,000
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8. SHARED DISPOSITIVE POWER
414,614
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,614
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
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12. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 97650W108 13G PAGE 3 OF 9 PAGES
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
LARRY WRIGHT
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5. SOLE VOTING POWER
29,100
NUMBER OF ------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 429,257
EACH ------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH
29,100
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8. SHARED DISPOSITIVE POWER
429,257
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,357
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
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12. TYPE OF REPORTING PERSON
IN
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Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
727 North Bank Lane
Lake Forest, Illinois 60045
Item 2(a) NAME OF PERSONS FILING:
This joint filing is made by Larry Wright and Milbank Corporation
(of which Larry Wright is the Vice President and sole
shareholder).
Item 2(b) ADDRESS OF THE PRINCIPAL OFFICES:
The business address for each of the filing persons is:
Suite 1435
135 South LaSalle Street
Chicago, Illinois 60603
Item 2(c) CITIZENSHIP:
Larry Wright is a U.S. citizen; Milbank Corporation was organized
and exists under the laws of the State of Delaware.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e) CUSIP NUMBER:
97650W108
Item 3 IF THE STATEMENT IS BEING FILED PURSUANT TO RULE 13D-1(B) OR
13D(B) CHECK WHETHER THE PERSON FILING IS A:
NOT APPLICABLE
Item 4 OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED:
Milbank Corporation: 417,614
Larry Wright: 458,357
(b) PERCENTAGE OF CLASS:
Milbank Corporation: 5.1%
Larry Wright: 5.6%
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(c) (i) SOLE POWER TO VOTE OR DIRECT THE VOTE:
Milbank Corporation: 3,000 shares
Larry Wright: 29,100 shares
Includes for Mr. Wright 21,433 shares of Common
Stock and 4,667 shares subject to warrants held
by Mr. Wright and the 3,000 shares held by
Milbank Corporation of which Mr. Wright is an
executive officer and sole shareholder and with
respect to which Mr. Wright exercises voting and
investment authority.
(c) (ii) SHARED POWER TO VOTE OR DIRECT THE VOTE:
Milbank Corporation: 414,614
Includes for Milbank Corporation 391,881 shares
of Common Stock and 22,733 shares subject to
warrants held by Deerpath Investment Partners,
Ltd., an Illinois limited partnership
("Deerpath"), to which Milbank Corporation
provides management services. Milbank Corporation
disclaims beneficial ownership of such shares.
Larry Wright: 429,257 shares
Includes for Mr. Wright the 414,614 shares held
by Deerpath with respect to which Milbank
Corporation has shared voting and investment
power and with respect to which Mr. Wright has a
power of attorney to act on behalf of the general
partner of Deerpath. Also includes an aggregate
of 14,643 shares held by two separate trusts of
which Mr. Wright is co-trustee. Mr. Wright
disclaims beneficial ownership of all such
shares.
(c) (iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION
OF:
Milbank Corporation: 3,000 shares
Larry Wright: 29,100 shares
See explanation to Item 4(c)(i) above.
(c) (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
Milbank Corporation: 414,614 shares
Larry Wright: 429,257 shares
See explanations to Item 4(c)(ii) above.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
NOT APPLICABLE
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Of the shares covered by this joint report, Deerpath Investment
Partners, Ltd ("Deerpath"), an investment limited partnership
organized and existing under the laws of the State of Illinois, is
the record holder of 391,881 shares of Common Stock and warrants
to purchase 22,733 shares
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(in aggregate, 5.1%). Milbank Corporation provides management
services to Deerpath and has shared voting and dispositive power
with respect to such shares. Larry Wright, an executive officer
and sole shareholder of Milbank Corporation, holds the power of
attorney to act for the General Partner of Deerpath with respect
to such shares. Mr. Wright and Milbank Corporation disclaim
beneficial ownership of the shares held by Deerpath.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
NOT APPLICABLE
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
NOT APPLICABLE
Item 9 NOTICE OF DISSOLUTION OF A GROUP:
NOT APPLICABLE
Item 10 CERTIFICATION:
By signing below each of the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and
were not acquired in the connection with or as a participant in
any transaction having such purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 16, 1998 /s/ LARRY WRIGHT
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Name: Larry Wright
MILBANK CORPORATION
Dated: February 16, 1998 By: /s/ LARRY WRIGHT
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Name: Larry Wright
Title: Vice President
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JOINT FILING AGREEMENT
Larry Wright and Milbank Corporation agree that the initial Schedule 13G, to
which this agreement is attached, relating to the Common Stock of Wintrust
Financial Corporation is filed on behalf of each of them.
Dated: February 16, 1998 /s/ LARRY WRIGHT
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Name: Larry Wright
MILBANK CORPORATION
Dated: February 16, 1998 By: /s/ LARRY WRIGHT
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Name: Larry Wright
Title: Vice President
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