SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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WINTRUST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
ILLINOIS 36-3873352
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
727 NORTH BANK LANE 60045
LAKE FOREST, ILLINOIS (Zip Code)
(Address of Principal Executive Offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. |_|
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. |X|
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered: Each Class is to be Registered:
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None None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On July 28, 1998, the Board of Directors of Wintrust Financial
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of common stock, no par value (the "Common Stock"), of
the Company to shareholders of record at the close of business on August 7, 1998
(the "Record Date"). Except as described below, each Right, when exercisable,
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Junior Serial Preferred Stock A, without par value (the "Preferred
Stock"), at a price of $85 per one one-hundredth share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and Illinois
Stock Transfer Company, as Rights Agent, included as an exhibit to this
Registration Statement on Form 8-A. The description of the Rights set forth
below does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Right Certificates will be
distributed. Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date") or (ii) 15 business days (or such later date as may be
determined by action of the Board of Directors of the Company (the "Board of
Directors") prior to the time that any person becomes an Acquiring Person)
following the commencement of (or a public announcement of an intention to make)
a tender or exchange offer if, upon consummation thereof, such person or group
would be the beneficial owner of 15% or more of such outstanding shares of
Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced by the Common Stock certificates together with a
copy of the Summary of Rights Plan mailed to shareholders of record on the
Record Date and not by separate certificates.
The Rights Agreement also provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption, expiration or termination of the
Rights), the transfer of any certificates for Common Stock, with or without a
copy of this Summary of Rights Plan, will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificates. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date and,
thereafter, such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date, if any, and
will expire at the earliest of (i) July 31, 2008 (the "Final Expiration Date"),
(ii) the redemption, if any, of the
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Rights by the Company as described below, and (iii) the exchange, if any, of all
Rights for Common Stock as described below.
The Preferred Stock purchasable upon exercise of the Rights will be
subordinate to any other series of the Company's preferred stock that may be
issued in the future. One one-hundredth of a share of Preferred Stock will be
purchasable upon the exercise of one Right (unless and until the Rights have
been adjusted in accordance with the terms of the Rights Plan as described below
to provide holders of Rights the option to purchase shares of Common Stock (or
other securities or property of equivalent value) at a discounted purchase
price). Each whole share of Preferred Stock will have a minimum preferential
quarterly dividend rate equal to the greater of $42.50 per share or 100 times
the dividend declared on Wintrust's Common Stock. In the event of liquidation,
no distribution will be made to holders of Common Stock unless prior thereto the
holders of the Preferred Stock have, subject to the rights of holders of any
other series of Wintrust's preferred stock, received a preferred liquidation
payment equal to the greater of $8,500.00 per share, plus accrued and unpaid
dividends, or the equivalent of 100 times any payment to be made per share of
Wintrust's Common Stock. Holders of the Preferred Stock will be entitled to
notice of and to vote at any meeting of the Company's shareholders. Each share
of Preferred Stock will have 100 votes, voting together with Wintrust's Common
Stock, except as Illinois law may otherwise provide. Such shares do not have
cumulative voting rights. In the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive, subject to anti-dilution
adjustments, 100 times the amount received per share of Common Stock. The rights
of the Preferred Stock as to dividends and voting, upon liquidation, and in the
event of mergers and consolidations, are protected by customary antidilution
provisions. The shares of Preferred Stock are not redeemable by the Company.
In the event that any person (other than the Company, or any person
receiving newly-issued shares of Common Stock directly from the Company) becomes
the beneficial owner of 15% or more of the then outstanding shares of Common
Stock, each holder of a Right will thereafter have the right to receive, upon
exercise at the then current exercise price of the Right, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right. The Rights Agreement
contains an exemption for any issuance of Common Stock by the Company directly
to any person (for example, in a private placement or an acquisition by the
Company in which Common Stock is used as consideration), even if that person
would become the beneficial owner of 15% or more of the Common Stock, provided
that such person does not acquire any additional shares of Common Stock.
In the event that, at any time following the Stock Acquisition Date,
the Company is acquired in a merger or other business combination transaction or
50% or more of the Company's assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have the right to
receive, upon exercise at the then current exercise price of the Right, common
stock of the acquiring or surviving company having a value equal to two times
the exercise price of the Right.
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Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the "Triggering Events"), any
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will immediately
become null and void.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution, among other
circumstances, in the event of a stock dividend on, or a subdivision, split,
combination, consolidation or reclassification of, the Preferred Stock or the
Common Stock, or a reverse split of the outstanding shares of Preferred Stock or
the Common Stock.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Common Stock and prior to the acquisition by such person or group of 50% or more
of the outstanding Common Stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group, which have become void), in
whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. The Company will not be required to issue fractional shares
of Preferred Stock or Common Stock (other than fractions in multiples of one
one-hundredths of a share of Preferred Stock) and, in lieu thereof, an
adjustment in cash may be made based on the market price of the Preferred Stock
or Common Stock on the last trading date prior to the date of exercise.
At any time after the date of the Rights Agreement until the time that
a person becomes an Acquiring Person, the Board of Directors may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"), which may (at the option of the Company) be paid in cash, shares of
Common Stock or other consideration deemed appropriate by the Board of
Directors. Upon the effectiveness of any action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
Issuance of Preferred Stock or Common Stock upon exercise of the Rights
will be subject to any necessary regulatory approvals. Until a Right is
exercised, the holder thereof, as such, will have no rights as a shareholder of
the Company, including, without limitation, the right to vote or to receive
dividends.
The provisions of the Rights Agreement may be amended by the Company,
except that any amendment adopted after the time that a person becomes an
Acquiring Person may not adversely affect the interests of holders of Rights.
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As of August 7, 1998, there were 8,149,946 shares of Common Stock
outstanding and 2,057,306 shares of Common Stock reserved for issuance under
employee benefit plans. Each outstanding share of Common Stock on August 7,
1998, will receive one Right. One hundred thousand (100,000) shares of Preferred
Stock will be reserved for issuance in the event of exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially owned by such a person or group may become void. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors because, if the Rights would become exercisable as a result
of such merger or business combination, the Board of Directors may, at its
option, at any time prior to the time that any Person becomes an Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of July 28, 1998, between Wintrust
Financial Corporation and Illinois Stock Transfer Company, as
Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
WINTRUST FINANCIAL CORPORATION
By: /s/ DAVID A. DYKSTRA
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David A. Dykstra
Chief Financial Officer
Dated: August 27, 1998
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