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): April 29, 1999
WINTRUST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 0-21923
Illinois 36-3873352
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(State or other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
727 North Bank Lane
Lake Forest, Illinois 60045
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(Address of Principal Executive Offices)
(847) 615-4096
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(Registrant's Telephone Number, Including Area Code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) At its regular board meeting on April 29, 1999, the Board of Directors of
Wintrust Financial Corporation (the "Company") voted to approve the Audit
Committee's recommendation to engage the accounting firm of Ernst & Young LLP as
independent accountants for the Company for the year ending December 31, 1999.
The work of KPMG LLP was terminated on April 29, 1999, subsequent to the Form
10-K report for December 31, 1998, which was filed with the Securities and
Exchange Commission on March 30, 1999.
(b) During the audits of the two fiscal years ended December 31, 1998 and the
subsequent interim period through April 29, 1999, there have been no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement, nor have there been any reportable events.
(c) KPMG LLP's audit reports on the Company's consolidated financial statements
as of and for the years ended December 31, 1998 and 1997, contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(d) The Company has requested that KPMG LLP furnish it with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
above statements. A copy of KPMG LLP's letter to the Securities and Exchange
Commission, dated May 6, 1999, is filed as Exhibit 16 to this Form 8-K.
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SIGNATURES
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, thereunto duly authorized.
WINTRUST FINANCIAL CORPORATION
(Registrant)
Date: May 6, 1999 /s/ David A. Dykstra
Executive Vice President
& Chief Financial Officer
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May 6, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Wintrust Financial Corporation and,
under the date of March 19, 1999, we reported on the consolidated financial
statements of Wintrust Financial Corporation and subsidiaries as of and for the
years ended December 31, 1998 and 1997. On April 29, 1999, our appointment as
principal accountants was terminated. We have read Wintrust Financial
Corporation's statements included under Item 4 of its Form 8-K dated May 6,
1999, and we agree with such statements, except that we are not in a position to
agree or disagree with Wintrust Financial Corporation's statements that the
board of directors approved the audit committee's recommendation to engage the
accounting firm of Ernst & Young LLP as independent accountants.
Very truly yours,
/s/ KPMG LLP
Chicago, Illinois
