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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): June 4, 2010
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Illinois
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0-21923
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36-3873352 |
(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
Incorporation) |
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727 North Bank Lane
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60045 |
Lake Forest, Illinois
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(Zip Code) |
(Address of principal executive |
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offices) |
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Registrants telephone number, including area code (847) 615-4096
Not Applicable
(Former name or former address, if changed since last year)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01. |
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Regulation FD Disclosure. |
On June 4, 2010, Wintrust Financial Corporation (the Company) issued a press release announcing
that it planned to present certain information regarding the Company at the Bank of America Merrill
Lynch Smid Cap Conference on June 9, 2010.
Pursuant to Regulation FD, the Company is hereby furnishing the press release as Exhibit 99.1 and
the Company presentation as Exhibit 99.2, each of which is incorporated by reference into this Item
7.01. This information is being furnished to the Securities and Exchange Commission and shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange
Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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Exhibits |
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99.1
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Press Release dated June 4, 2010 |
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99.2
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Presentation |
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of
federal securities laws. Forward-looking information can be identified through the use of words
such as intend, plan, project, expect, anticipate, believe, estimate, contemplate,
possible, point, will, may, should, would and could. Forward-looking statements and
information are not historical facts, are premised on many factors and assumptions, and represent
only managements expectations, estimates and projections regarding future events. Similarly, these
statements are not guarantees of future performance and involve certain risks and uncertainties
that are difficult to predict, which may include, but are not limited to, those listed below and
the Risk Factors discussed under Item 1A of the Companys 2009 Annual Report on Form 10-K and in
any of the Companys subsequent SEC filings. The Company intends such forward-looking statements to
be covered by the safe harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking
these safe harbor provisions. Such forward-looking statements may be deemed to include, among other
things, statements relating to the Companys future financial performance, the performance of its
loan portfolio, the expected amount of future credit reserves and charge-offs, delinquency trends,
growth plans, regulatory developments, securities that the Company may offer from time to time, and
managements long-term performance goals, as well as statements relating to the anticipated effects
on financial condition and results of operations from expected developments or events, the
Companys business and growth strategies, including future acquisitions of banks, specialty finance
or wealth management businesses, internal growth and plans to form additional de novo banks or
branch offices. Actual results could differ materially from those addressed in the forward-looking
statements as a result of numerous factors, including the following:
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negative economic conditions that adversely affect the economy, housing prices, the
job market and other factors that may affect the Companys liquidity and the performance
of its loan portfolios, particularly in the markets in which it operates; |
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the extent of defaults and losses on the Companys loan portfolio, which may require
further increases in its allowance for credit losses; |
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estimates of fair value of certain of the Companys assets and liabilities, which
could change in value significantly from period to period; |
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changes in the level and volatility of interest rates, the capital markets and other
market indices that may affect, among other things, the Companys liquidity and the
value of its assets and liabilities; |
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a decrease in the Companys regulatory capital ratios, including as a result of
further declines in the value of its loan portfolios, or otherwise; |
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effects resulting from the Companys participation in the Capital Purchase Program,
including restrictions on dividends and executive compensation practices, as well as any
future restrictions that may become applicable to the Company; |
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legislative or regulatory changes, particularly changes in regulation of financial
services companies and/or the products and services offered by financial services
companies; |
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increases in the Companys Federal Deposit Insurance Corporation (FDIC) insurance
premiums, or the collection of special assessments by the FDIC; |
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competitive pressures in the financial services business which may affect the pricing
of the Companys loan and deposit products as well as its services (including wealth
management services); |
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delinquencies or fraud with respect to the Companys premium finance business; |
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the Companys ability to comply with covenants under its securitization facility and
credit facility; |
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credit downgrades among commercial and life insurance providers that could negatively
affect the value of collateral securing the Companys premium finance loans; |
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any negative perception of the Companys reputation or financial strength; |
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the loss of customers as a result of technological changes allowing consumers to
complete their financial transactions without the use of a bank; |
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the ability of the Company to attract and retain senior management experienced in the
banking and financial services industries; |
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failure to identify and complete favorable acquisitions in the future, or unexpected
difficulties or developments related to the integration of recent acquisitions,
including with respect any FDIC-assisted acquisitions; |
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unexpected difficulties or unanticipated developments related to the Companys
strategy of de novo bank formations and openings, which typically require over 13 months
of operations before becoming profitable due to the impact of organizational and
overhead expenses, the startup phase of generating deposits and the time lag typically
involved in redeploying deposits into attractively priced loans and other higher
yielding earning assets; |
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changes in accounting standards, rules and interpretations and the impact on the
Companys financial statements; |
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significant litigation involving the Company; and |
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the ability of the Company to receive dividends from its subsidiaries. |
Forward-looking statements speak only as of the date they are made, and the Company undertakes no
obligation to update any forward-looking statement to reflect the impact of circumstances or events
that arise after the date the forward-looking statement was made.
Signature
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.
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WINTRUST FINANCIAL CORPORATION
(Registrant)
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By: |
/s/ David A. Dykstra
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David A. Dykstra |
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Senior Executive Vice President and
Chief Operating Officer |
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Date: June 9, 2010
INDEX TO EXHIBITS
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Exhibit |
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99.1
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Press Release dated June 4, 2010 |
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99.2
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Presentation |