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): OCTOBER 4, 1999
PRIVATEBANCORP, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 000-25887 36-3681151
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
TEN NORTH DEARBORN 60602
CHICAGO, ILLINOIS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (312) 683-7100
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
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On October 4, 1999, PrivateBancorp, Inc. announced the signing of a
definitive agreement to acquire Johnson Bank Illinois, a unit of Johnson
International, Racine, Wisconsin. Johnson Bank Illinois, with locations on
Chicago's North Shore in Lake Forest and Winnetka, has assets of $112 million as
of September 30, 1999. The acquisition of Johnson Bank Illinois is expected to
be completed, pending regulatory approval, at or near year end, 1999. The
purchase price of $20 million is payable using $15 million in cash and $5
million in subordinated notes. The transaction is expected to be slightly
accretive to PrivateBancorp's 2000 earnings. Attached as Exhibit 99.1 is a copy
of the press release relating to the acquisition, which is incorporated herein
by reference.
Forward-Looking Information
---------------------------
Statements contained in or incorporated by reference in this report that are not
historical facts may constitute forward-looking statements (within the meaning
of Section 21E of the Securities Exchange Act of 1934) which involve significant
risks and uncertainties. Actual results may differ materially from the results
discussed in these forward-looking statements. Factors which might cause such a
difference include, but are not limited to: inability to realize cost savings in
the acquired operations to the full extent expected or within the expected time
frame; lower than expected revenues following the acquisition; significant
increases in competition; unforeseen difficulties or delays in the pending
acquisition or in the opening of the St. Charles office; a deterioration of
general economic conditions in the greater Chicago metropolitan area;
legislative or regulatory changes, adverse developments in the company's loan or
investment portfolios; and the effectiveness of the company and its key vendors
in testing and implementing Year 2000 compliant hardware, software, and systems.
ITEM 7(c). EXHIBITS.
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Exhibit 99.1 Press Release dated October 4, 1999.
<PAGE>
SIGNATURES
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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 hereunto duly authorized.
PRIVATEBANCORP, INC.
Date: October 6, 1999 By: /s/ RALPH B. MANDELL
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Ralph B. Mandell
Chairman of the Board and Chief
Executive Officer
<PAGE>
INDEX TO EXHIBITS
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Exhibit
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99.1 Press Release dated October 4, 1999
EXHIBIT 99.1
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For further information contact
PrivateBancorp, Inc.
Donald Roubitchek, CFO
312-683-7126
George M. Morvis
Financial Shares Corporation
630-734-8116
FOR IMMEDIATE RELEASE
PRIVATEBANCORP TO ACQUIRE JOHNSON BANK ILLINOIS
-----------------------------------------------
Chicago, IL, October 4, 1999, PrivateBancorp, Inc. (Nasdaq: PVTB) announced
today the signing of a definitive agreement to acquire Johnson Bank Illinois, a
unit of Johnson International, Racine, WI.
Johnson Bank Illinois, with locations on Chicago's North Shore in Lake
Forest and Winnetka, has assets of $112 million as of September 30, 1999.
Following the acquisition, PrivateBancorp, with assets of approximately $458
million as of September 30, 1999, will operate six offices of The PrivateBank
and Trust Company, including a new office expected to open during the fourth
quarter in St. Charles, Illinois. The acquisition of Johnson Bank Illinois is
expected to be completed, pending regulatory approval, at or near year end,
1999.
The purchase price of $20 million is payable using $15 million in cash and
$5 million in subordinated notes. The cash portion will be funded out of the
remaining proceeds of PrivateBancorp's recent initial public offering and from
borrowings under new credit facilities. The transaction is expected to be
slightly accretive to PrivateBancorp's 2000 earnings. In addition,
PrivateBancorp expects to benefit from significant revenue growth opportunities
by expanding into these affluent markets of the greater Chicago area.
<PAGE>
Ralph B. Mandell, Chairman and CEO of PrivateBancorp, said, "This
acquisition makes great sense to us for three primary reasons. First, the
economics are right. Second, it is culturally a terrific fit. Third, it
underscores our stated growth strategy and enables us, with our current Wilmette
office, to have an established presence in three of the North Shore's key
markets. It also takes us into Lake County and offers us an opportunity to reach
into nearby McHenry County to pursue our target of higher-net-worth individuals
and their business interests."
Dick Hansen, President and CEO of Johnson International, said "Not only
will this be a perfect cultural fit for these individual markets, but we believe
this will be advantageous for our employees and customers."
PrivateBancorp, Inc. was organized in 1989 to provide highly personalized
financial services primarily to affluent individuals, professionals, owners of
closely held businesses, and commercial real estate investors through its bank
subsidiary, The PrivateBank and Trust Company. The company, which completed an
initial public offering of shares June 30, 1999, is listed on the Nasdaq
National Market under the symbol PVTB. The company currently operates offices in
Chicago, Oak Brook, and Wilmette, Illinois, and expects to open an office in St.
Charles, Illinois, in late 1999.
#
Forward-Looking Information
---------------------------
Statements contained in this news release that are not historical facts may
constitute forward-looking statements (within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended) which involve significant risks and
uncertainties. Actual results may differ materially from the results discussed
in these forward-looking statements. Factors which might cause such a difference
include, but are not limited to, inability to realize cost savings in the
acquired operations to the full extent expected or within the expected time
frame; lower than expected revenues following the acquisition; significant
increase in competition, unforeseen difficulties or delays in the pending
acquisition or in the opening of the St. Charles office; fluctuations in market
rates of interest and loan and deposit pricing; a deterioration of general
economic conditions in the greater Chicago metropolitan area; legislative or
regulatory changes, adverse developments in the company's loan or investment
portfolios; and the effectiveness of the company and its key vendors in testing
and implementing Year 2000 compliant hardware, software and systems.
