-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HNkkT9DLTmizm+Pn2jB2aaA40c5Gmy+4rAHqtzmVw0qgFuTix1w7wyaSDrd9YZw8 b/cLUgYsUKormwlMNax+6Q== 0000913849-02-000166.txt : 20020611 0000913849-02-000166.hdr.sgml : 20020611 20020610220009 ACCESSION NUMBER: 0000913849-02-000166 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020610 EFFECTIVENESS DATE: 20020610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINTRUST FINANCIAL CORP CENTRAL INDEX KEY: 0001015328 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363873352 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-90196 FILM NUMBER: 02676006 BUSINESS ADDRESS: STREET 1: 727 N BANK LANE CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8476154096 MAIL ADDRESS: STREET 1: 727 N BANK LN CITY: LAKE FOREST STATE: IL ZIP: 60045 S-3MEF 1 fs3mef_061002.txt FORM S-3MEF 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. EX-5 3 fs3mefex5-1_061002.txt EXHIBIT 5.1 - VPKK OPINION EXHIBIT 5.1 VEDDER PRICE VEDDER, PRICE, KAUFMAN & KAMMHOLZ 222 NORTH LASALLE STREET CHICAGO, ILLINOIS 60601-1003 312-609-7500 FACSIMILE: 312-609-5005 A PARTNERSHIP INCLUDING VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C. WITH OFFICES IN CHICAGO AND NEW YORK CITY June 10, 2002 Wintrust Financial Corporation 727 North Bank Lane Lake Forest, Illinois 60045 Re: Registration Statement on Form S-3 Gentlemen: We are acting as special counsel to Wintrust Financial Corporation, an Illinois corporation (the "Company"), in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-3 (the "Registration Statement") filed by the Company on June 10, 2002 with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 (the "Act"), for the purposes of registering under the Act an additional 212,750 shares of the Company's common stock, without par value (the "Common Stock"), including up to an additional 27,750 shares subject to the Underwriters' over-allotment option. In connection with our opinion, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Amended and Restated Articles of Incorporation and the By-Laws of the Company, as well as such other corporate records, documents and other papers as we deemed necessary to examine for purposes of this opinion. We have assumed the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies and the genuineness of all signatures. Based on the foregoing, we are of the opinion that the 212,750 shares of Common Stock that may be offered and sold pursuant to and in accordance with the Registration Statement (including the additional 27,750 shares subject to the over-allotment option) have been duly authorized and if and when so sold will be validly issued by the Company and will be fully paid and nonassessable shares of Common Stock. The opinion expressed herein is limited to the Federal securities laws and the laws of the State of Illinois currently in effect. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" in the Prospectus included therein. Very truly yours, /s/ Vedder, Price, Kaufman & Kammholz EX-23 4 fs3mefex23-1_061002.txt EXHIBIT 23.1 - CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Wintrust Financial Corporation for the registration of 1,362,750 shares of its common stock and to the incorporation by reference therein of our report dated February 28, 2002, with respect to the consolidated financial statements of Wintrust Financial Corporation incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Chicago, Illinois June 10, 2002 -----END PRIVACY-ENHANCED MESSAGE-----