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): September 17, 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 5. OTHER EVENTS.
On September 17, 1999, Wintrust Financial Corporation ("Wintrust" or "Company")
announced the signing of an agreement to acquire Milwaukee-based Tricom, Inc.
("Tricom"), a financial and administrative service bureau to the staffing
industry. Tricom has been in business for ten years and provides short-term
accounts receivable financing and value-added out-sourced administrative
services, such as data processing of payrolls, billing and bookkeeping services,
to temporary staffing service clients located throughout the United States. This
proposed acquisition, by virtue of the funding resources of Wintrust, will
provide Tricom with additional capital necessary to expand its financing and
administrative services in a national market. The Tricom acquisition is
consistent with the Company's stated strategy of adding a variety of diversified
earning asset and fee-based business niches to augment its community-based
banking revenues.
Under the terms of the agreement to acquire 100% of Tricom's common stock, the
purchase price is comprised of part cash and part stock, including the issuance
of approximately 228,000 shares of Wintrust Common Stock. The transaction will
be recorded using the purchase method of accounting, is subject to regulatory
approval, and is expected to close in October 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit
September 17, 1999 Press Release - Wintrust Financial Corporation Announces
Plans to Acquire Tricom, Inc.
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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: September 29, 1999 /s/ David A. Dykstra
Executive Vice President
& Chief Financial Officer
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Wintrust Financial Corporation
727 North Bank Lane, Lake Forest, Illinois 60045
FOR IMMEDIATE RELEASE
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September 17, 1999
FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President/CEO - Wintrust Financial Corporation, (847) 615-4096
David A. Dykstra, CFO - Wintrust Financial Corporation, (847) 615-4096
John Leopold, President/CEO - Tricom, Inc., (414) 410-2200
WINTRUST FINANCIAL CORPORATION ANNOUNCES
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PLANS TO ACQUIRE TRICOM, INC.
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LAKE FOREST, ILLINOIS - Wintrust Financial Corporation (Wintrust)
(Nasdaq: WTFC) announced the signing of an agreement to purchase 100% of the
common stock of ten year old, Milwaukee-based Tricom, Inc. (Tricom), a financial
and administrative service bureau to the staffing industry.
Tricom provides short-term accounts receivable financing and
value-added out-sourced administrative services, such as data processing of
payrolls, billing and bookkeeping services, to clients in the temporary staffing
industry. Tricom currently has clients located nationally that provide temporary
staffing services to a diversified client base. On an annualized basis, it
currently finances and processes payrolls with associated billings in excess of
$200 million and generates revenues of nearly $7 million. Historically, Tricom
has had minimal credit losses associated with its business.
The proposed acquisition will, by virtue of the funding resources of
Wintrust, provide Tricom with additional capital needed to expand its lending
services in a national market. Tricom revenue is derived primarily from interest
income from lending activities and fee revenue from administrative services
provided to its clients. The acquisition is consistent with Wintrust's stated
strategy of adding a variety of diversified earning asset and fee-based business
niches to augment its community-based banking revenues.
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"This acquisition is anticipated to be accretive by at least $0.08 per
diluted common share in the first full year subsequent to the closing date, and
accretive by at least $0.14 per diluted common share if the transaction is
evaluated based on cash basis EPS," stated Edward J. Wehmer, President and CEO
of Wintrust. "This transaction is a win/win for both companies. We believe we
are acquiring a company with outstanding growth and profit potential, as well as
a dedicated management team. All of the senior officers have agreed to stay on
and manage the operations of Tricom. We are very excited about this new
relationship."
"The staffing industry continues to enjoy double digit expansion even
though unemployment is at record lows," said John Leopold, President and Founder
of Tricom. "The Wintrust relationship will make new financial and management
resources available that will allow us to offer services into segments of the
staffing industry previously unavailable to us. It also should position us to
service other targeted industries similar to staffing that could benefit from
our focused financial and administrative expertise. We have been expanding our
service capacity over the past two years in anticipation of accomplishing this
type of business combination. We are very excited about our future," Leopold
added. Leopold will continue as president of Tricom after the consummation of
the transaction.
The purchase price will be comprised of part cash and part stock,
including the issuance of approximately 228,000 shares of Wintrust Financial
Corporation Common Stock. The transaction will be recorded using the purchase
method of accounting, is subject to regulatory approval and is expected to close
in October 1999.
Tricom is planned to operate as a subsidiary of Hinsdale Bank and Trust
Company, a wholly-owned Wintrust subsidiary. Hinsdale Bank and Trust Company is
a state chartered, Federal Reserve member commercial bank. It provides
depository, lending, safe deposit and other general banking services.
Wintrust is a financial services holding company whose common stock is
traded on the Nasdaq Stock Market(R) under the ticker symbol "WTFC". Its six
suburban Chicago community bank subsidiaries, each of which was founded as a de
novo bank since December 1991, are located in high income retail markets -- Lake
Forest Bank and Trust Company, Hinsdale Bank and Trust Company, North Shore
Community Bank and Trust Company in Wilmette, Libertyville
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Bank and Trust Company, Barrington Bank and Trust Company, N.A., and Crystal
Lake Bank and Trust Company, N.A.. The banks also operate facilities in Lake
Bluff, Glencoe, Winnetka, Clarendon Hills and Western Springs, Illinois. The
Company's finance subsidiary, First Insurance Funding Corporation, one of the
largest commercial insurance premium finance companies operating in the United
States, serves commercial loan customers throughout the country. Wintrust Asset
Management Company, N.A., a trust and investment subsidiary, allows Wintrust to
service customers' trust and investment needs at each banking location.
Currently, Wintrust operates a total of 23 banking offices and is in the process
of constructing one additional branch facility. All of the Company's banking
subsidiaries are locally managed with large local boards of directors. Wintrust
Financial Corporation has been one of the fastest growing de novo bank groups in
Illinois.
Forward-Looking Information
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This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 relating to
anticipated financing and payroll processing volumes, revenue, as well as
profitability and earnings per share estimates. Actual results could differ
materially from those addressed in the forward-looking statements due to factors
such as changes in economic conditions, unanticipated changes in interest rates
that negatively impact new financing growth, competition and the related pricing
of accounts receivable financing products, future events that may cause
unforeseen loan losses, slower than anticipated development and growth of
Tricom's business, unforeseen difficulties in integrating the acquisition,
unforeseen changes in the temporary staffing industry, difficulties in adapting
successfully to technological changes as needed to compete effectively in the
marketplace, effectiveness of the Company's and its vendors' preparedness
efforts towards processing date sensitive data associated with the Year 2000,
and the ability to attract and retain experienced key management. Therefore,
there can be no assurances that future actual results will correspond to these
forward-looking statements.
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