UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
*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 ("Act") 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).
(Continued on following pages)
Page 1 of 5 pages
<PAGE>
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CUSIP No. 97650W108 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard D. Adams
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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 OR ORGANIZATION
U.S.A.
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5 SOLE VOTING POWER
NUMBER OF
SHARES 457,230
BENEFICIALLY ---------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 29,626
PERSON ---------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
457,230
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8 SHARED DISPOSITIVE POWER
29,626
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,856
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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
6.0%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
<PAGE>
Item 1(a) Name of Issuer:
Wintrust Financial Corporation
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(b) Address of Issuer's Principal Executive Offices:
727 North Bank Lane
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Lake Forest, Illinois 60045
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Item 2(a) Name of Person Filing:
This filing is made on behalf of Howard D. Adams.
(b) Address of Principal Business Office:
The address of the principal business office of each of
the above-named persons is:
570 Crabtree Lane
Lake Forest, Illinois 60045
(c) Citizenship:
Mr. Adams is a U.S. citizen.
(d) Title of Class of Securities:
Common Stock
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(e) CUSIP Number:
97650W108
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Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not Applicable
(a) ( ) Broker or Dealer registered under Section 15 of the Act
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act
(e) ( ) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund
(g) ( ) Parent Holding Company, in accordance withss.240.13d-1
(b)(1)(ii)(G)
(h) ( ) Group, in accordance withss.240.13d-1 (b)(1)(ii)(H)
Page 3 of 5 pages
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Item 4 Ownership
(a) Amount Beneficially Owned 486,856 shares
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(b) Percent of Class 6.0 %
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(c) Number of shares as to which such person has:
(i) Sole power to vote
or to direct the vote 457,230 shares*
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(ii) Shared power to vote
or to direct the vote 29,626 shares**
-------------------------------
(iii) Sole power to dispose or
to direct the
disposition of 457,230 shares*
-------------------------------
(iv) Shared power to dispose
or to direct the
disposition of 29,626 shares**
-------------------------------
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* Includes 8,735 shares subject to currently exercisable
warrants. Also includes 30,137 shares held in trust for the
benefit of Mr. Adams' son and 3,957 shares held in a charitable
foundation with respect to which shares Mr. Adams disclaims
beneficial ownership.
** Reflects shares held by Mr. Adams' wife.
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
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 Group
Not Applicable.
Page 4 of 5 pages
<PAGE>
Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 10, 1999
/s/ Howard D. Adams
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Howard D. Adams
Page 5 of 5 pages
