UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
Commission File Number 0-21923
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Illinois 36-3873352
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
727 North Bank Lane
Lake Forest, Illinois 60045
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(Address of principal executive offices)
(847) 615-4096
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No ___
Indicate the number of shares outstanding of each of issuer's class of common
stock, as of the last practicable date.
Common Stock - no par value, 15,750,605 shares, as of May 29, 2002.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A is being filed solely to file
certain additional exhibits. The remaining portions of the Company's initial
Form 10-Q for the quarter ended March 31, 2002 filed with the SEC on May 15,
2002 are incorporated herein by reference.
PART I. -- FINANCIAL INFORMATION
ITEM 1. - ITEM 3. Incorporated herein by reference to the Company's
Form 10-Q for the quarter ended March 31, 2002, filed
with the SEC on May 15, 2002.
PART II. -- OTHER INFORMATION
ITEM 1. - ITEM 5. Incorporated herein by reference to the Company's
Form 10-Q for the quarter ended March 31, 2002, filed
with the SEC on May 15, 2002.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Amended and Restated Articles of
Incorporation of Wintrust Financial
Corporation (incorporated by reference to
Exhibit 3.1 of the Company's Form S-1
Registration Statement (No. 333-18699) filed
with the Securities and Exchange Commission
on December 24, 1996).
3.2 Statement of Resolution Establishing Series
of Junior Serial Preferred Stock A of
Wintrust Financial Corporation (incorporated
by reference to Exhibit 3.2 of the Company's
Form 10-K for the year ended December 31,
1998).
3.3 Amended By-laws of Wintrust Financial
Corporation (incorporated by reference to
Exhibit 3(i) of the Company's Form 10-Q for
the quarter ended June 30, 1998).
4.1 Rights Agreement between Wintrust Financial
Corporation and Illinois Stock Transfer
Company, as Rights Agent, dated July 28,
1998 (incorporated by reference to Exhibit
4.1 of the Company's Form 8-A Registration
Statement (No. 000-21923) filed with the
Securities Exchange Commission on August 28,
1998).
4.2 Certain instruments defining the rights of
holders of long-term debt of the Company and
certain of its subsidiaries, none of which
authorize a total amount of indebtedness in
excess of 10% of the total assets of the
Company and its subsidiaries on a
consolidated basis, have not been filed as
Exhibits. The Company hereby agrees to
furnish a copy of any of these agreements to
the Commission upon request.
10.1 Term Note ($500,000) and related Stock
Pledge Agreement dated January 31, 2002 by
and between David A. Dykstra (as borrower)
and Wintrust Financial Corporation (as
lender).
10.2 Second Amendment to Employment Agreement by
and between Wintrust Financial Corporation
and David A. Dykstra, dated January 31,
2002.
(b) Reports on Form 8-K
o Form 8-K report as of February 8,
2002 was filed during the quarter
and provided the Company's fourth
quarter earnings release dated
January 17, 2002 and included a copy
of the Company's letter to
shareholders mailed in February
2002.
o Form 8-K report as of February 22,
2002 was filed during the quarter
and provided the Company's press
release dated February 20, 2002
announcing the consummation of the
previously announced acquisition of
Wayne Hummer Investments LLC
(including its wholly-owned
subsidiary, Focused Investments
LLC,) and Wayne Hummer Management
Company (collectively, the Wayne
Hummer Companies).
2
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, thereunto duly authorized.
WINTRUST CORPORATION
(Registrant)
Date: June 7, 2002 /s/ Edward J. Wehmer
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President & Chief Executive Officer
Date: June 7, 2002 /s/ David A. Dykstra
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Senior Executive Vice President
Chief Operating Officer & Chief Financial
Officer (Principal Financial Officer)
Date: June 7, 2002 /s/ David L. Stoehr
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Senior Vice President - Finance
(Principal Accounting Officer)
EXHIBIT INDEX
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3.1 Amended and Restated Articles of Incorporation of Wintrust Financial
Corporation (incorporated by reference to Exhibit 3.1 of the Company's
Form S-1 Registration Statement (No. 333-18699) filed with the
Securities and Exchange Commission on December 24, 1996).
3.2 Statement of Resolution Establishing Series of Junior Serial Preferred
Stock A of Wintrust Financial Corporation (incorporated by reference to
Exhibit 3.2 of the Company's Form 10-K for the year ended December 31,
1998).
3.3 Amended By-laws of Wintrust Financial Corporation (incorporated by
reference to Exhibit 3(i) of the Company's Form 10-Q for the quarter
ended June 30, 1998).
4.1 Rights Agreement between Wintrust Financial Corporation and Illinois
Stock Transfer Company, as Rights Agent, dated July 28, 1998
(incorporated by reference to Exhibit 4.1 of the Company's Form 8-A
Registration Statement (No. 000-21923) filed with the Securities and
Exchange Commission on August 28, 1998).
4.2 Certain instruments defining the rights of holders of long-term debt of
the Company and certain of its subsidiaries, none of which authorize a
total amount of indebtedness in excess of 10% of the total assets of
the Company and its subsidiaries on a consolidated basis, have not been
filed as Exhibits. The Company hereby agrees to furnish a copy of any
of these agreements to the Commission upon request.
10.1 Term Note ($500,000) and related Stock Pledge Agreement dated January
31, 2002 by and between David A. Dykstra (as borrower) and Wintrust
Financial Corporation (as lender).
10.2 Second Amendment to Employment Agreement by and between Wintrust
Financial Corporation and David A. Dykstra, dated January 31, 2002.