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): FEBRUARY 11, 2000
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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On February 11, 2000, PrivateBancorp, Inc. completed its acquisition of
Johnson Bank Illinois, a unit of Johnson International, Inc., Racine, Wisconsin.
At January 31, 2000, Johnson Bank Illinois, had total assets of approximately
$113 million and total deposits of approximately $77 million.
The purchase price was $20 million. $15 million was paid in cash and
the remainder was paid in the form of a LIBOR-based, floating rate subordinated
note issued to Johnson International in the principal amount of $5 million. The
interest rate on the subordinated note is set each quarter based on the 90-day
LIBOR rate. The note is payable in full on or before February 11, 2007, and
provides for certain rate escalation beginning after two years.
The cash portion of the purchase price was funded $7.5 million out of
the remaining proceeds of the company's June 1999 initial public offering and
$7.5 million from borrowings under a new, two-year, $18 million revolving credit
facility entered into at closing with a commercial bank. The interest rate on
borrowings under this revolving line is based on, at the borrower's option,
either the lender's prime rate or a Eurodollar-based rate. The initial rate of
interest on the subordinated note is 6.60% and on the bank borrowings is 7.20%.
At closing, Johnson Bank Illinois was merged into the company's bank
subsidiary, The PrivateBank and Trust Company. The two acquired offices, located
on Chicago's North Shore in Lake Forest and Winnetka, add two new communities to
PrivateBank's market. With the completion of the acquisition, PrivateBank now
operates six banking offices in the greater Chicago area.
Attached as Exhibit 99.1 is a copy of the company's press release dated
February 14, 2000. The information in the press release relating to the Johnson
Bank Illinois acquisition is incorporated herein by reference.
Forward-Looking Statements: 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, as amended. The company's ability to predict results or
the actual effect of future plans or strategies is inherently uncertain. Factors
which could have a material adverse effect on the operations and future
prospects of the company include, but are not limited to, fluctuations in market
rates of interest and loan and deposit pricing; general economic conditions in
the greater Chicago metropolitan area; legislative or regulatory changes;
adverse developments in the company's loan or investment portfolios;
competition; unforeseen difficulties relating to the integration of the acquired
operations of Johnson Bank Illinois; unanticipated costs or lower than expected
business levels relating to the company's establishment of a St. Charles,
Illinois office, or unanticipated costs or delays relating to the establishment
of The PrivateBank (St. Louis); and the possible dilutive effect of potential
acquisitions or expansion. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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A. FINANCIAL STATEMENTS OF JOHNSON BANK ILLINOIS
Current financial statements of Johnson Bank Illinois required by this
item were not available at the time of filing this Current Report on Form 8-K.
Current audited financial statements will be filed under cover of an amendment
on Form 8-K/A as soon as practicable, but not later than 60 days after the
required filing date of this Current Report on Form 8-K.
B. PRO FORMA FINANCIAL INFORMATION
The pro forma financial information required by this item was not
available at the time of filing this Current Report on Form 8-K. Pro forma
financial information will be filed under cover of an amendment on Form 8-K/A as
soon as practicable, but not later than 60 days after the required filing date
of this Current Report of Form 8-K.
C. EXHIBITS.
Exhibit 99.1 Press Release dated February 14, 2000.
Exhibit 2.1 Stock Purchase Agreement dated as of October 4,
1999, by and among PrivateBancorp, Inc., Johnson
International, Inc. and Johnson Bank Illinois
(incorporated by reference to Exhibit 10.1 to
PrivateBancorp, Inc.'s quarterly report on Form 10-Q
for the quarter ended September 30, 1999).
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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 hereunto duly authorized.
PRIVATEBANCORP, INC.
Date: February 17, 2000 By: /s/ RALPH B. MANDELL
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Ralph B. Mandell
Chairman of the Board and Chief
Executive Officer
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INDEX TO EXHIBITS
Exhibit
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99.1 Press Release dated February 14, 2000.
2.1 Stock Purchase Agreement dated as of October 4, 1999, by and
among PrivateBancorp, Inc., Johnson International, Inc. and
Johnson Bank Illinois (incorporated by reference to Exhibit 10.1
to PrivateBancorp, Inc.'s quarterly report on Form 10-Q for the
quarter ended September 30, 1999).
EXHIBIT 99.1
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For further information contact
Don Roubitchek, CFO
PrivateBancorp, Inc.
312-683-7126
George M. Morvis
Financial Shares Corporation
800-891-8116
For immediate release:
PRIVATEBANCORP, INC. COMPLETES JOHNSON BANK ACQUISITION
Chicago, IL February 14, 2000 . . . PrivateBancorp, Inc. (Nasdaq: PVTB)
has completed its acquisition of 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, had assets of $114 million as of December 31, 1999. With
the acquisition, PrivateBancorp, with assets of $519 million at December 31,
1999, will operate six offices of The PrivateBank and Trust Company. The Company
also has applied to charter a new federal savings bank in St. Louis to be known
as The PrivateBank (St. Louis).
Ralph B. Mandell, Chairman and CEO of PrivateBancorp, said, "This
acquisition is culturally a terrific fit 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."
John J. Hunt, president of Johnson Bank Illinois, will become a
managing director of The PrivateBank & Trust Company, and manage the Lake Forest
office. L. Hamilton Kerr III, a managing director of The PrivateBank and Trust
Company, Chicago, and long time North Shore Resident, will relocate to manage
the Winnetka office as well as PrivateBank's Wilmette office.
The acquired offices are located at 1000 Green Bay Road, Winnetka and 920
S. Waukegan Road, Lake Forest.
PrivateBancorp, Inc. was organized in 1991 to provide personalized
financial services primarily to affluent individuals, professionals, owners of
closely held businesses, and commercial real estate investors through its bank
subsidiary, The PrivateBank & Trust Company. The company, which had assets of
$519 million as of December 31, 1999, operates offices in Chicago, Oak Brook,
St. Charles, and Wilmette, Illinois.
On November 18, 1999, PrivateBancorp, Inc. announced that it had filed
an application to charter a new federal savings bank, to be known as The
PrivateBank (St. Louis). Pending regulatory approval of the new subsidiary, its
existing bank subsidiary, The PrivateBank and Trust Company has opened a loan
production office in St. Louis in order to develop credit business.
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# # #
Forward-Looking Statements: 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. The
Company's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors which could have a material adverse
effect on the operations and future prospects of the Company include, but are
not limited to, fluctuations in market rates of interest and loan and deposit
pricing, general economic conditions in the greater Chicago metropolitan area,
legislative or regulatory changes, adverse developments in the Company's loan or
investment portfolios, competition, unforeseen difficulties relating to the
acquisition of Johnson Bank Illinois, unanticipated costs or lower than expected
business levels relating to the Company's establishment of a St. Charles,
Illinois office, or unanticipated delays or costs relating to the establishment
of the PrivateBank (St. Louis), and the possible dilutive effect of potential
acquisitions or expansion. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements.
