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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TAYLOR CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
671-6712
(Primary Standard Industrial
Classification Code Number)
36-4108550
(I.R.S. Employer
Identification No.)
350 East Dundee Road
Wheeling, Illinois 60090
(847) 459-1111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Jeffrey W. Taylor
Chairman of the Board and Chief Executive Officer
Taylor Capital Group, Inc.
350 East Dundee Road
Wheeling, Illinois 60090
(847) 459-1111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Mark L. Yeager, Esq.
Stephen A. Tsoris, Esq.
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606-5096
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock (par value
$.01 per share)....... 4,500,000 shares $31.00 $139,500,000 $42,273
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION ACTING PURSUANT
TO SAID SECTION 8(A), MAY DETERMINE.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in Wheeling, Illinois on
October 20, 1996.
TAYLOR CAPITAL GROUP, INC.
By /s/ JEFFREY W. TAYLOR
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Jeffrey W. Taylor
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey W. Taylor and Bruce W. Taylor and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Taylor Capital Group, Inc.) to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to sign a
Registration Statement pursuant to Section 462(b) of the Securities Act of 1933,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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<C> <C> <S>
/s/ JEFFREY W. TAYLOR Chairman of the Board and October 20, 1996
- ------------------------------------------ Chief Executive Officer
Jeffrey W. Taylor (Principal Executive Officer)
/s/ JOHN CHRISTOPHER ALSTRIN Chief Financial Officer and October 20, 1996
- ------------------------------------------ Director
John Christopher Alstrin (Principal Financial and
Accounting
Officer)
/s/ BRUCE W. TAYLOR President and Director October 20, 1996
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Bruce W. Taylor
/s/ RICHARD W. TINBERG Director October 20, 1996
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Richard W. Tinberg
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