As filed with the Securities and Exchange Commission on June 10, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WINTRUST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
ILLINOIS 36-3873352
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification Number)
727 NORTH BANK LANE
LAKE FOREST, ILLINOIS 60045-1951
(847) 615-4096
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
DAVID A. DYKSTRA
SENIOR EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER
AND CHIEF FINANCIAL OFFICER
727 NORTH BANK LANE
LAKE FOREST, ILLINOIS 60045-1951
(847) 615-4096
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
The Commission is requested to send copies of all communications to:
CHRISTOPHER M. KELLY, ESQ.
JENNIFER R. EVANS, ESQ. TIMOTHY J. MELTON, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ JONES, DAY, REAVIS & POGUE
222 NORTH LASALLE STREET 77 WEST WACKER
CHICAGO, ILLINOIS 60601-1003 CHICAGO, ILLINOIS 60601
(312) 609-7500 (312) 782-3939
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effectiveness of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [X] 333-89606
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
____________________
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, without par value* 212,750 $28.70 $6,105,925 $562
====================================================================================================================================
------------------
* Including the preferred share purchase rights associated therewith.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (File No. 333-89606) filed by Wintrust Financial
Corporation with the Securities and Exchange Commission (the "Commission") on
May 31, 2002, which was declared effective by the Commission on June 10, 2002,
including the exhibits thereto, are incorporated by reference into this
Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding
legality.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in
opinion filed as Exhibit 5.1).
24.1 Power of Attorney, incorporated herein by reference to Exhibit
24.1 to the Registrant's Registration Statement on Form S-3
(File No. 333-89606).
------------------
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lake Forest, State of Illinois, on this 10th day
of June, 2002.
WINTRUST FINANCIAL CORPORATION
By: /s/Edward J. Wehmer
-------------------
President and Chief Executive Officer
We, the undersigned directors of Wintrust Financial Corporation, and
each of us, do hereby constitute and appoint each and any of Edward J. Wehmer
and David A. Dykstra our true and lawful attorney and agent, with full power of
substitution and resubstitution, to do any and all acts and things in our name
and behalf in any and all capacities and to execute any and all instruments for
us in our names in any and all capacities, which attorney and agent may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto and any other
registration statements related to the offering that is the subject of this
registration statement filed pursuant to Rule 462; and we do hereby ratify and
confirm all that said attorney and agent, or his substitute, shall do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 10th day
of June, 2002 in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Edward J. Wehmer President and Chief Executive
--------------------------------- Officer and Director
Edward J. Wehmer
Senior Executive Vice President, Chief
/s/ David A. Dykstra Operating Officer and Chief Financial Officer
--------------------------------- (Principal Financial Officer)
David A. Dykstra
/s/ David L. Stoehr Senior Vice President-- Finance
--------------------------------- (Principal Accounting Officer)
David L. Stoehr
/s/ John S. Lillard*
--------------------------------- Chairman and Director
John S. Lillard
/s/ Joseph Alaimo*
--------------------------------- Director
Joseph Alaimo
/s/ Peter D. Crist*
--------------------------------- Director
Peter D. Crist
SIGNATURE TITLE
--------- -----
/s/ Bruce K. Crowther*
--------------------------------- Director
Bruce K. Crowther
/s/ Bert A. Getz, Jr.*
--------------------------------- Director
Bert A. Getz, Jr.
/s/ William C. Graft*
--------------------------------- Director
William C. Graft
/s/ Philip W. Hummer*
--------------------------------- Director
Philip W. Hummer
/s/ Raymond L. Kratzer*
--------------------------------- Director
Raymond L. Kratzer
/s/ James B. McCarthy*
--------------------------------- Director
James B. McCarthy
/s/ Marguerite Savard McKenna*
--------------------------------- Director
Marguerite Savard McKenna
/s/ Albin F. Moschner*
--------------------------------- Director
Albin F. Moschner
/s/ Dorothy M. Mueller*
--------------------------------- Director
Dorothy M. Mueller
/s/ Thomas J. Neis*
--------------------------------- Director
Thomas J. Neis
/s/ Christopher J. Perry*
--------------------------------- Director
Christopher J. Perry
/s/ Hollis W. Rademacher*
--------------------------------- Director
Hollis W. Rademacher
/s/ Penelope J. Randel*
--------------------------------- Director
Penelope J. Randel
/s/ J. Christopher Reyes*
--------------------------------- Director
J. Christopher Reyes
/s/ Peter Rusin*
--------------------------------- Director
Peter Rusin
/s/ John N. Schaper*
--------------------------------- Director
John N. Schaper
SIGNATURE TITLE
--------- -----
/s/ John J. Schornack*
--------------------------------- Director
John J. Schornack
/s/ Ingrid S. Stafford*
--------------------------------- Director
Ingrid S. Stafford
/s/ Katharine V. Sylvester*
--------------------------------- Director
Katharine V. Sylvester
/s/ Larry Wright*
--------------------------------- Director
Larry Wright
---------------------------
*Signed pursuant to power of attorney.
By: /s/ David A. Dykstra
---------------------------------
David A. Dykstra
EXHIBIT LIST
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding
legality.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in
opinion filed as Exhibit 5.1).
24.1 Power of Attorney, incorporated herein by reference to Exhibit
24.1 to the Registrant's Registration Statement on Form S-3
(File No. 333-89606).
------------------
* Filed herewith.