================================================================================
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 7, 1998
WINTRUST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
ILLINOIS 0-21923 36-3873352
(State of Incorporation (Commission File No.) (I.R.S. employer
or Organization) identification no.)
727 North Bank Lane 60045
Lake Forest, Illinois (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (847) 615-4096
NOT APPLICABLE
(Former name or former address, if changed since last year)
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS.
On July 28, 1998, the Board of Directors of Wintrust Financial
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of common stock, no par value (the "Common Stock"), of
the Company to shareholders of record at the close of business on August 7, 1998
(the "Record Date"). Except as described below, each Right, when exercisable,
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Junior Serial Preferred Stock A, without par value (the "Preferred
Stock"), at a price of $85 per one one-hundredth share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and Illinois
Stock Transfer Company, as Rights Agent, included as an exhibit to this Current
Report on Form 8-K. The description of the Rights set forth below does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Right
Certificates will be distributed. The Rights will be evidenced by the Common
Stock certificates, together with a Summary of Rights Plan that has been mailed
to shareholders of record as of August 7, 1998, until the earlier to occur of
(i) 10 days following a public announcement that a person or group of affiliated
or associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding shares
of Common Stock (the "Stock Acquisition Date") or (ii) 15 business days (or such
later date as may be determined by action of the Board of Directors of the
Company (the "Board of Directors") prior to the time that any person becomes an
Acquiring Person) following the commencement of (or a public announcement of an
intention to make) a tender or exchange offer if, upon consummation thereof,
such person or group would be the beneficial owner of 15% or more of such
outstanding shares of Common Stock (the earlier of such dates being called the
"Distribution Date").
Until the Distribution Date, the Rights will be transferred with and
only with the Common Stock. Until the Distribution Date (or earlier redemption,
expiration or termination of the Rights), the transfer of any certificates for
Common Stock, with or without a copy of the Summary of Rights Plan, will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates. As soon as practicable following a
Distribution Date, if any, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date, if any,
and will expire at the earliest of (i) July 31, 2008 (the "Final Expiration
Date"), (ii) the redemption, if any, of the Rights by the Company as described
below, and (iii) the exchange, if any, of all Rights for Common Stock as
described below.
The Preferred Stock purchasable upon exercise of the Rights will be
subordinate to any other series of the Company's preferred stock that may be
issued in the future. One one-
2
<PAGE>
hundredth of a share of Preferred Stock will be purchasable upon the exercise of
one Right (unless and until the Rights have been adjusted in accordance with the
terms of the Rights Plan as described below to provide holders of Rights the
option to purchase shares of Common Stock (or other securities or property of
equivalent value) at a discounted purchase price). Each whole share of Preferred
Stock will have a minimum preferential quarterly dividend rate equal to the
greater of $42.50 per share or 100 times the dividend declared on Wintrust's
Common Stock. In the event of liquidation, no distribution will be made to
holders of Common Stock unless prior thereto the holders of the Preferred Stock
have, subject to the rights of holders of any other series of Wintrust's
preferred stock, received a preferred liquidation payment equal to the greater
of $8,500.00 per share, plus accrued and unpaid dividends, or the equivalent of
100 times any payment to be made per share of Wintrust's Common Stock. Holders
of the Preferred Stock will be entitled to notice of and to vote at any meeting
of the Company's shareholders. Each share of Preferred Stock will have 100
votes, voting together with Wintrust's Common Stock, except as Illinois law may
otherwise provide. Such shares do not have cumulative voting rights. In the
event of any merger, consolidation or other transaction in which shares of
Common Stock are exchanged, each share of Preferred Stock will be entitled to
receive, subject to anti-dilution adjustments, 100 times the amount received per
share of Common Stock. The rights of the Preferred Stock as to dividends and
voting, upon liquidation, and in the event of mergers and consolidations, are
protected by customary antidilution provisions. The shares of Preferred Stock
are not redeemable by the Company.
In the event that any person (other than the Company, or any person
receiving newly-issued shares of Common Stock directly from the Company) becomes
the beneficial owner of 15% or more of the then outstanding shares of Common
Stock, each holder of a Right will thereafter have the right to receive, upon
exercise at the then current exercise price of the Right, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right. The Rights Agreement
contains an exemption for any issuance of Common Stock by the Company directly
to any person (for example, in a private placement or an acquisition by the
Company in which Common Stock is used as consideration), even if that person
would become the beneficial owner of 15% or more of the Common Stock, provided
that such person does not acquire any additional shares of Common Stock.
In the event that, at any time following the Stock Acquisition Date,
the Company is acquired in a merger or other business combination transaction or
50% or more of the Company's assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have the right to
receive, upon exercise at the then current exercise price of the Right, common
stock of the acquiring or surviving company having a value equal to two times
the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the "Triggering Events"), any
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will immediately
become null and void.
3
<PAGE>
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution, among other
circumstances, in the event of a stock dividend on, or a subdivision, split,
combination, consolidation or reclassification of, the Preferred Stock or the
Common Stock, or a reverse split of the outstanding shares of Preferred Stock or
the Common Stock.
At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the outstanding
Common Stock and prior to the acquisition by such person or group of 50% or more
of the outstanding Common Stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group, which have become void), in
whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. The Company will not be required to issue fractional shares
of Preferred Stock or Common Stock (other than fractions in multiples of one
one-hundredths of a share of Preferred Stock) and, in lieu thereof, an
adjustment in cash may be made based on the market price of the Preferred Stock
or Common Stock on the last trading date prior to the date of exercise.
At any time after the date of the Rights Agreement until the time
that a person becomes an Acquiring Person, the Board of Directors may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"), which may (at the option of the Company) be paid in cash, shares of
Common Stock or other consideration deemed appropriate by the Board of
Directors. Upon the effectiveness of any action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
Issuance of Preferred Stock or Common Stock upon exercise of the
Rights will be subject to any necessary regulatory approvals. Until a Right is
exercised, the holder thereof, as such, will have no rights as a shareholder of
the Company, including, without limitation, the right to vote or to receive
dividends.
The provisions of the Rights Agreement may be amended by the Company,
except that any amendment adopted after the time that a person becomes an
Acquiring Person may not adversely affect the interests of holders of Rights.
As of August 7, 1998, there were 8,149,946 shares of Common Stock
outstanding and 2,057,306 shares of Common Stock reserved for issuance under
employee benefit plans. Each outstanding share of Common Stock on August 7,
1998, will receive one Right. One hundred thousand (100,000) shares of Preferred
Stock will be reserved for issuance in the event of exercise of the Rights.
4
<PAGE>
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially owned by such a person or group may become void. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors because, if the Rights would become exercisable as a result
of such merger or business combination, the Board of Directors may, at its
option, at any time prior to the time that any Person becomes an Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits
4.1 Rights Agreement, dated as of July 28, 1998,
between Wintrust Financial Corporation and
Illinois Stock Transfer Company, as Rights Agent
(incorporated by reference to Exhibit 4.1 to the
Form 8-A Registration Statement filed by Registrant
on August 28, 1998).
5
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WINTRUST FINANCIAL CORPORATION
By:/s/ DAVID A. DYKSTRA
---------------------------
David A. Dykstra
Chief Financial Officer
Dated: August 27, 1998
6
