SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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WINTRUST FINANCIAL CORPORATION WINTRUST CAPITAL TRUST I
(Exact Name of Registrant (Exact Name of Registrant
as Specified in Its Charter) as Specified in Its Charter)
ILLINOIS DELAWARE
(State of Incorporation (State of Incorporation
or Organization) of Organization)
36-3873352 36-7243755
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
727 NORTH BANK LANE 727 NORTH BANK LANE
LAKE FOREST, ILLINOIS 60045 LAKE FOREST, ILLINOIS 60045
(Address of Principal (Address of Principal
Executive Offices) Executive Offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. |X|
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered: Each Class is to be Registered:
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None None
Securities to be Registered Pursuant to Section 12(g) of the Act:
__% Cumulative Trust Preferred Securities
(and the Guarantee with respect thereto)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a full description of Wintrust Capital Trust I's __% Cumulative
Trust Preferred Securities (the "Trust Preferred Securities") and Wintrust
Financial Corporation's guarantee (the "Guarantee") being registered hereby,
reference is made to the information contained under the captions "Description
of the Trust Preferred Securities," "Description of the Subordinated Debentures"
and "Description of the Guarantee" in the Prospectus that forms part of the
Registration Statement (Registration No. 333-61667 and Registration No.
333-61667-01) filed by Wintrust Financial Corporation and Wintrust Capital Trust
I with the Securities and Exchange Commission (the "Commission") on August 17,
1998 under the Securities Act of 1933, as amended. The information contained in
the foregoing Registration Statement (the "Registration Statement"), and the
Prospectus, are incorporated herein by reference. Definitive copies of the
Prospectus describing the Trust Preferred Securities will be filed pursuant to
Rule 430A or pursuant to an amendment to the Registration Statement under the
Securities Act of 1933 and the above-referenced sections therein shall be
incorporated by reference into this registration statement on Form 8-A.
ITEM 2. EXHIBITS.
2.1 Certificate of Trust of Wintrust Capital Trust I (incorporated
by reference to Exhibit 4.3 to the Registration Statement).
2.2 Trust Agreement of Wintrust Capital Trust I (incorporated by
reference to Exhibit 4.4 to the Registration Statement).
2.3 Form of Amended and Restated Trust Agreement of Wintrust
Capital Trust I (incorporated by reference to Exhibit 4.5 to
the Registration Statement).
2.4 Form of Preferred Security Certificate of Wintrust Capital
Trust I (incorporated by reference to Exhibit 4.6 to the
Registration Statement which is included as an exhibit to
Exhibit 4.5 of the Registration Statement).
2.5 Form of Preferred Securities Guarantee Agreement for Wintrust
Capital Trust I (incorporated by reference to Exhibit 4.7 to
the Registration Statement).
2.6 Form of Indenture (incorporated by reference to Exhibit 4.1 to
the Registration Statement).
2.7 Form of Subordinated Debenture (incorporated by reference to
Exhibit 4.2 to the Registration Statement which is included as
an exhibit to Exhibit 4.1 to the Registration Statement).
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 2, 1998 WINTRUST FINANCIAL CORPORATION
By: /s/ DAVID A. DYKSTRA
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David A. Dykstra
Chief Financial Officer
WINTRUST CAPITAL TRUST I
By: /s/ EDWARD J. WEHMER
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Edward J. Wehmer, as Trustee
/s/ DAVID A. DYKSTRA
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David A. Dykstra, as Trustee
/s/ RANDOLPH M. HIBBEN
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Randolph M. Hibben, as Trustee
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