- Current report filing (8-K)
March 07 2011 - 7:55AM
Edgar (US Regulatory)
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): March 1, 2011
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Illinois
(State or other
jurisdiction of
Incorporation)
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001-35077
(Commission File Number)
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36-3873352
(I.R.S. Employer
Identification No.)
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727 North Bank Lane
Lake Forest, Illinois
(Address of principal
executive offices)
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60045
(Zip Code)
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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.
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On March 1, 2011, Wintrust Financial Corporation (the Company) issued a press release
announcing that it planned to present certain information regarding the Company at the Raymond
James and Associates 32
nd
Annual Institutional Investors Conference on March 7, 2011.
Pursuant to Regulation FD, the Company is hereby furnishing the press release as Exhibit 99.1
and the Companys 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.
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(d) Exhibits
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Exhibits
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99.1
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Press Release dated March 1, 2011
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99.2
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Presentation
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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 in Item 1A of the Companys Annual Report on Form 10-K for the year
ended December 31, 2010 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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legislative or regulatory changes, particularly changes in regulation of financial
services companies and/or the products and services offered by financial services
companies, including those resulting from the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act);
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restrictions upon the Companys ability to market its products to consumers and
limitations on its ability to profitably operate our mortgage business resulting from the
Dodd-Frank Act;
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increased costs of compliance, heightened regulatory capital requirements and other
risks associated with changes in regulation and the current regulatory environment,
including the Dodd-Frank Act;
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changes in capital requirements resulting from the Basel II and III initiatives;
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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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losses incurred in connection with repurchases and indemnification payments related to
mortgages;
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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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failure to identify and complete favorable acquisitions in the future or unexpected
difficulties or developments related to the integration of recent or future acquisitions;
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unexpected difficulties and losses related to FDIC-assisted acquisitions, including
those resulting from the Companys loss-sharing arrangements with the FDIC;
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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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the Companys ability to comply with covenants under its securitization facility and
credit facility;
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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, 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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adverse effects on the Companys operational systems resulting from failures, human
error or tampering;
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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.
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Therefore, there can be no assurances that future actual results will correspond to these
forward-looking statements. The reader is cautioned not to place undue reliance on any
forward-looking statement made by or on behalf of the Company. Any such statement speaks only as of
the date the statement was made or as of such date that may be referenced within the statement. The
Company undertakes no obligation to release revisions to these forward-looking statements or
reflect events or circumstances after the date such statement was made. Persons are advised,
however, to consult further disclosures management makes on related subjects in its reports filed
with the Securities and Exchange Commission and in its press releases.
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:
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/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: March 7, 2011
INDEX TO EXHIBITS
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Exhibit
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99.1
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Press Release dated March 1, 2011
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99.2
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Presentation
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