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): JULY 15, 2005
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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ILLINOIS 0-21923 36-3873352
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
727 NORTH BANK LANE 60045
LAKE FOREST, ILLINOIS (Zip Code)
(Address of principal executive
offices)
Registrant's 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:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.04. TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
On July 15, 2005, pursuant to the Indenture, dated as of June 14, 2000
between Wintrust Financial Corporation (the "Company") and Wilmington Trust
Company ("Wilmington"), as Indenture Trustee, the Company gave notice to
Wilmington, as Property Trustee of Wintrust Capital Trust II (the "Trust"), of
its intention to redeem on August 16, 2005 all $20,618,560 aggregate principal
amount of its 10.50% junior subordinated debentures due 2030 (the "Debentures")
held by the Trust. The redemption price will be equal to 100% of the principal
amount of the Debentures, or $20,618,560, plus accrued unpaid interest.
As a result of the redemption of the Debentures, and pursuant to the
Amended and Restated Trust Agreement, dated as of June 14, 2000 among the
Company, Wilmington, as Property Trustee and Delaware Trustee, and the
Administrative Trustees named therein, the trust preferred securities (the
"Trust Securities") issued by the Trust will be redeemed on August 16, 2005.
Following the redemption, the Company's capital ratios will continue to comply
with all applicable regulatory capital requirements and the capital ratios of
the Company's bank subsidiaries will continue to be considered "well
capitalized" for regulatory purposes.
On July 15, 2005, the Company issued a press release announcing the
redemption of the Trust Securities issued by the Trust. The press release
announcing the redemption is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 9.01. EXHIBITS.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release dated July 15, 2005.
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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.
WINTRUST FINANCIAL CORPORATION
(Registrant)
By: /s/ David A. Dykstra
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David A. Dykstra
Senior Executive Vice President and
Chief Operating Officer
Date: July 15, 2005
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INDEX TO EXHIBITS
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Exhibit
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99.1 Press Release, dated July 15, 2005.