SECURITIES AND EXCHANGE COMMISSION

Form S-1

350 East Dundee Road, Suite 300, Wheeling, Illinois, 60090, (847) 537-0020

J. Christopher Alstrin

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

     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, check the following box:     o

     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 earlier effective registration statement for the same offering:     o

     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:     o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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:     o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box:     o

CALCULATION OF REGISTRATION FEE

(1)	Estimated solely for the purpose of computing the registration fee in accordance with Rule 457 of the Securities Act of 1933, as amended.
(2)	This Registration Statement is deemed to cover the     % junior subordinated debentures due 2032 of Taylor Capital Group, Inc., the rights of holders of     % junior subordinated debentures of Taylor Capital Group, Inc. under the Indenture, and the rights of holders of the preferred securities under the Trust Agreement, the Guarantee and the Expense Agreement entered into by Taylor Capital Group, Inc.
(3)	The     % junior subordinated debentures due 2032 will be purchased by TAYC Capital Trust I with the proceeds of the sale of the preferred securities. Such securities may later be distributed for no additional consideration to the holders of the preferred securities of TAYC Capital Trust I upon its dissolution and the distribution of its assets.
(4)	No separate consideration will be received for the guarantee.

     The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants 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 Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

EXPLANATORY NOTE

      This Registration Statement contains a prospectus relating to an offering of our common stock, together with separate prospectus pages relating to a concurrent offering by TAYC Capital Trust I, a Delaware trust formed by us for the purpose of offering           % cumulative trust preferred securities guaranteed by us. The complete prospectus for the offering of common stock follows immediately. Following the common stock prospectus are alternate pages for the prospectus for the offering of trust preferred securities, including:

	•	Front and back cover pages;
	•	Table of Contents;
	•	“Prospectus Summary;”
	•	“Risk Factors;”
	•	“Use of Proceeds;”
	•	“Capitalization;”
	•	“Principal Stockholders;” and
	•	“Description of the Trust Preferred Securities.”

      The trust preferred securities offering prospectus will include the following sections, which are in addition to the sections contained in the common stock offering prospectus:

	•	“Description of the Trust;”
	•	“Description of the Debentures;”
	•	“Book-Entry Issuance;”
	•	“Description of the Guarantee;”
	•	“Relationship among the Trust Preferred Securities, the Debentures and the Guarantee;” and
	•	“Material United States Federal Income Tax Consequences.”

      Finally, the trust preferred securities offering prospectus will not contain the following sections, which are contained in the common stock offering prospectus:

	•	“Dividend Policy;”
	•	“Dilution;”
	•	“Principal and Selling Stockholders;”
	•	“Shares Eligible for Future Sale;” and
	•	“Description of Capital Stock.”

      Final forms of each prospectus will be filed with the Securities and Exchange Commission in accordance with Rule 424(b) under the Securities Act.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY      , 2002

PROSPECTUS

                            Shares

Taylor Capital Group, Inc.

Common Stock

$                            per share

        We are offering           shares of our common stock and the selling stockholders are offering           shares of our common stock.

      This is an initial public offering of our common stock. We currently expect that the initial public offering price will be between $          and $          per share. We will not receive any proceeds from the sale of common stock by the selling stockholders. We have applied to include our common stock on the Nasdaq National Market under the symbol “TAYC.”

      Concurrently with this offering, TAYC Capital Trust I, a Delaware trust we formed for the purpose of issuing trust preferred securities, is offering $          aggregate principal amount of           % cumulative trust preferred securities guaranteed by us, assuming an offering price of $25 per trust preferred security.

      Although our common stock and the trust preferred securities are being offered separately, each offering is conditioned upon the completion of the other.

       Investing in our common stock involves risks. See “Risk Factors” beginning on page 6.

      This offering is on a firm commitment basis. We have granted the underwriters a 30-day option to purchase up to  additional shares of common stock to cover over-allotments, if any.

      These securities are not savings accounts, deposits or other obligations of any bank and are not insured by any insurance fund of the Federal Deposit Insurance Corporation or any other governmental agency.

      Neither the Securities and Exchange Commission nor any state securities commission or regulatory authority has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

      The underwriters expect to deliver the shares to purchasers on or about                     , 2002.

Front inside cover:

	A map of the Chicago metropolitan area with pinpoint references to Cole Taylor Bank branch office locations.

PROSPECTUS SUMMARY

      This summary highlights only some of the information contained in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read carefully the entire prospectus, including the “Risk Factors” section and our consolidated financial statements and notes to those financial statements appearing elsewhere in this prospectus, before making an investment decision. In this prospectus, “Taylor Capital,” “we,” “us” and “our” refer to Taylor Capital Group, Inc. and its subsidiaries, the “Bank” refers to Cole Taylor Bank, the “Trust” refers to TAYC Capital Trust I and “Cole Taylor Financial” refers to Cole Taylor Financial Group, Inc.

Taylor Capital Group, Inc.

      We are a bank holding company headquartered in Wheeling, Illinois, a suburb of Chicago. We derive virtually all of our revenue from our subsidiary, Cole Taylor Bank. As of December 31, 2001, the Bank was the tenth largest commercial bank headquartered in the Chicago metropolitan area based on assets. We provide a range of products and services concentrating in four primary banking areas: middle-market business banking, small business banking, commercial real estate lending and wealth management. We currently operate 11 branches throughout the Chicago metropolitan area with approximately $2.4 billion of assets and $173.0 million of stockholders’ equity, as of March 31, 2002.

      The Taylor family entered the banking business in 1929 to provide credit and depository services to local businesses. Over the course of our 73-year history, we have worked to build solid foundations in the Chicago metropolitan area business community by providing our customers with personalized, professional and experienced service.

      Our primary business objectives are to enhance our profitability and be a premier Chicago business bank for small and mid-sized businesses and the people who own and manage them. We believe the Chicago market, with over 57,000 small and mid-sized businesses, is receptive to a locally owned and managed banking institution that provides responsive, personalized service, customized products and local decision making. We believe that our opportunities for expansion in this market are favorable and will increase as the Chicago banking market continues to experience significant consolidation.

Our Strategy

      In the fall of 2001, we adopted a strategic plan designed to capitalize on our perceived market opportunity within Chicago’s small and middle-market business banking environment by focusing on owner-operated, family-held and closely-held companies. It is with these core customers that we believe we can add the most value by understanding the challenges that owners experience and offering them advice and solutions to help them achieve their business and personal financial goals. The key elements of our strategy are:

	•	Expand Our Core Customer Base. We will continue to focus on expanding our core customer base by increasing the number of businesses we serve in the Chicago metropolitan area. We intend to increase our market share by providing a high level of customer service, competitive products and delivery systems and competing for customers of recently acquired banks in our market area. We believe our growth objectives can be achieved while maintaining our historical risk standards and effectively managing credit risk.
	•	Capitalize On Our Relationship Banking Approach. We intend to leverage our business banking relationships in order to capture more personal wealth management business. Closely held business owners often have complex needs for the management of personal and family wealth. We believe our existing relationships with their businesses provide a natural opportunity to assist with their personal financial needs. We also believe that providing personal wealth management services will strengthen our commercial banking relationships.
	•	Focus On Our Core Customers. We focus our time and resources on core customer segments: small- and mid-size businesses as well as the individuals who own and manage them. As part of our effort to

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		increase resources available to invest in serving these core customers, we have reduced or eliminated other activities. We have stopped originating non-customer conforming first mortgage loans for sale into the secondary market, the offering of certain fiduciary trust services, and the funding of broker-originated auto and manufactured housing loans. We intend to reallocate these resources to expand our core businesses of commercial banking and wealth management.
	•	Enhance Our Operational Efficiency. We plan to further centralize and automate important operational functions to enhance operating leverage as well as service quality. We intend to realign our people, processes and systems in support of the high quality sales and service requirements that our customers desire. We anticipate that this realignment will involve the relocation and consolidation of currently dispersed facilities, processes and personnel.

Other Information

      We were incorporated in Delaware in 1996. Our principal executive offices are located at 350 East Dundee Road, Suite 300, Wheeling, Illinois 60090. Our telephone number is (847) 537-0020 and our web site is www.coletaylor.com. Information contained in our web site is not incorporated by reference into this prospectus, and you should not consider information contained in our web site as part of this prospectus.

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The Offering

      The number of shares of our common stock outstanding immediately after this offering is based on the number of shares outstanding as of                     , 2002. This number does not take into account (1)                     shares of common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $           per share, and (2)                     shares of common stock reserved for issuance pursuant to future grants under our stock option plan.

Concurrent Offering

      Concurrently with this offering, the Trust is offering $ aggregate principal amount of      % cumulative trust preferred securities guaranteed by us, assuming an offering price of $25 per trust preferred security. For information regarding the trust preferred securities, see the section of this prospectus captioned “Description of the Trust Preferred Securities.”

      Unless otherwise indicated, all information in this prospectus assumes:

	•	the completion of a                     for                     stock split;
	•	the completion of the concurrent offering of trust preferred securities;
	•	the filing of our amended and restated certificate of incorporation; and
	•	the underwriters do not exercise their over-allotment option with respect to this offering.

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SUMMARY CONSOLIDATED FINANCIAL DATA

      The summary consolidated financial data presented below under the caption “Taylor Capital Group, Inc.” as of and for the three months ended March 31, 2002 and 2001 and as of and for the four years ended December 31, 2001, and for the period from February 12, 1997 to December 31, 1997, is derived from our historical financial statements. Our consolidated financial statements for each of the four years ended December 31, 2001, and for the period from February 12, 1997 to December 31, 1997, have been audited by KPMG LLP, independent accountants. The financial data as of and for the three months ended March 31, 2002 and 2001 is derived from unaudited financial information. The summary financial information presented below under the caption of “Cole Taylor Bank” is derived from unaudited financial statements of the Bank or from our audited consolidated financial statements. You should read this information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. Results from past periods are not necessarily indicative of results that may be expected for any future period.

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(1)	Selected earnings performance data and net loan charge-offs to average total loans are annualized for the three month periods ended March 31, 2002 and 2001 and for 1997.
(2)	Net interest margin is determined by dividing taxable equivalent net interest income by average interest-earning assets.
(3)	The efficiency ratio is determined by dividing noninterest expense by an amount equal to net interest income plus noninterest income, less investment securities gains.
(4)	For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income before income taxes and cumulative effect of change in accounting principle plus interest and rent expense. Fixed charges consist of interest expense, rent expense and preferred stock dividend requirements.
(5)	Nonperforming loans include loans contractually past due 90 days or more but still accruing interest.
(6)	Nonperforming assets include nonperforming loans, other real estate and other repossessed assets.
(7)	Financial data for Cole Taylor Bank represents a full year for 1997.

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RISK FACTORS

      An investment in our common stock involves a number of risks. You should read carefully and consider the following risks as well as the other information contained in this prospectus, including our consolidated financial statements and the notes to those financial statements, before making an investment decision. Our business, financial condition and results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you could lose all or part of your investment.

Risks Relating to an Investment in Us

      We have a significant amount of indebtedness. As of March 31, 2002, our total indebtedness at the holding company level, including current maturities, was $27.2 million, and we had the ability to borrow an additional $7.8 million under our revolving credit facility. Following the completion of this offering and the application of our net proceeds from this offering and the concurrent offering of trust preferred securities as described in this prospectus, our total indebtedness at the holding company level, including current maturities, will be $                    , and we will have the ability to borrow an additional $                    under our revolving credit facility. Our credit facility contains covenants that may limit our operating flexibility as well as our ability to pay any dividends on our capital stock.

      Our ability to make payments on our indebtedness, as well as to fund our operations and any future growth, depends on our ability to generate cash. Our success in doing so depends primarily upon the results of the Bank and the ability of the Bank to dividend its earnings to us. Other determinants of our ability to generate cash include general economic, financial and competitive conditions and other factors beyond our control.

      Our indebtedness could, among other things:

	•	make us more vulnerable to unfavorable economic conditions;
	•	make it more difficult to pursue our strategic objectives;
	•	require us to dedicate or reserve a large portion of our cash flow from operations to making payments on our indebtedness, which would prevent us from using it for other purposes, including payment of any dividends on our capital stock; and
	•	make us susceptible to fluctuations in market interest rates that affect the cost of our borrowings because a portion of our indebtedness is currently payable at variable rates.

      Our business is directly affected by domestic and international factors that are beyond our control, including economic, political and market conditions, broad trends in industry and finance, legislative and regulatory changes, competition, changes in government monetary and fiscal policies, consolidation within our customer base and within our industry and inflation. For example, a significant decline in general economic conditions, such as recession, unemployment and other factors beyond our control, would significantly impact our business. A deterioration in economic conditions may result in a decrease in demand for consumer and commercial credit and a decline in real estate and other asset values. Delinquencies, foreclosures and losses generally increase during economic slowdowns or recessions, and we therefore expect that our servicing costs and credit losses would increase during such periods.

      Our success is dependent to a significant extent upon economic conditions in the Chicago metropolitan area, where virtually all of our loans are originated. For example, our small- and middle-market business and commercial real estate customers in the Chicago metropolitan area could be significantly affected by a local

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      We are a holding company, and we conduct no business operations. Our principal asset is the outstanding capital stock of the Bank. As a result, we must rely on payments from the Bank to meet our obligations. Dividend payments from the Bank are subject to Illinois law and to regulatory limitations, generally based on capital levels and current and retained earnings, imposed by the various regulatory agencies with authority over the Bank. The ability of the Bank to pay dividends is also subject to regulatory restrictions if paying dividends would impair its profitability, financial condition or other cash flow requirements.

      While we have historically paid cash dividends on our common stock, we cannot assure you that we will pay dividends on our common stock in the future. If we stop paying dividends, the price of our common stock could be adversely affected. The declaration and payment of dividends on our common stock will depend on our earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, our ability to secure any equity or debt obligations senior to our common stock and other matters deemed relevant by our Board of Directors. Substantially all of our consolidated assets are held by the Bank, and, in the event of liquidation of both us and the Bank, creditors of the Bank, including depositors, would have first claim to our assets before holders of any of our capital stock. As of March 31, 2002, the Bank had outstanding indebtedness and other liabilities, including deposits, of $2.2 billion.

      The Federal Reserve System has issued a policy statement on the payment of cash dividends by bank holding companies. In the policy statement, the Federal Reserve expressed its view that a bank holding company experiencing earnings weaknesses should not pay cash dividends that exceed its net income or which could only be funded in ways that would weaken its financial health, such as by borrowing. The Federal Reserve also may impose limitations on our payment of dividends as a condition to its approval of certain applications, including applications for approval of mergers and acquisitions. As a bank holding company, we are required by the Federal Reserve to maintain minimum levels of regulatory capital. While our regulatory capital is currently above the minimum requirements, we do not qualify as a well-capitalized organization under these regulations, nor will we qualify as a well-capitalized organization following this offering and the concurrent offering of trust preferred securities. Because we do not qualify as a well-capitalized organization, we will be subject, at a minimum, to greater regulatory scrutiny by the Federal Reserve if we elect to pay cash dividends under the circumstances described in this paragraph or if we seek to engage in transactions that might be beneficial to us, such as certain strategic transactions. We are also subject to the requirements of Delaware law. For a detailed discussion of the regulatory restrictions applicable to our business, see the section of this prospectus captioned “Supervision and Regulation.”

      The terms of our outstanding preferred stock and loan agreements may also restrict our ability to pay dividends. Generally, unless we have paid all declared dividends on our Series A preferred stock or set apart payment for the current dividend period, no dividend may be declared and paid, or set aside for payment, on our common stock. We have obtained a $23.0 million five-year term loan and a $12.0 million revolving line of credit that each contain restrictive covenants, including a covenant not to pay dividends on capital stock if certain events of default exist or would result therefrom, and certain other covenants which require maintenance of minimum levels of Tier I capital. Finally, we will also be prohibited from paying dividends on

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      We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. As we continue to grow, we are likely to become more dependent on these sources, which include Federal Home Loan Bank, or FHLB, advances, brokered deposits, out-of-market certificates of deposit, repurchase agreements and federal funds purchased. Generally, we have paid a premium for brokered and other out-of-market deposits. These premiums are included in interest expense. Adverse operating results or changes in industry conditions could lead to an inability to replace these additional funding sources at maturity. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. Finally, if we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our operating margins and profitability will be adversely affected.

      We have entered into settlement agreements on the terms and conditions described in this prospectus under the caption “Litigation and Settlement.” Upon the completion of this offering and the concurrent offering of trust preferred securities, we expect to use a portion of our net proceeds from these offerings to satisfy our obligations under the settlement agreements. Assuming an initial public offering price of $          per share, the total amount of our obligation under the settlement agreements would be $                    . Our accounting policies require that we recognize as a loss legal and other contingencies when, based on available information, it is probable that a liability has been incurred and the amount of the loss contingency or range of amounts can be reasonably estimated. The settlement agreements specify certain conditions that must be satisfied before a comprehensive settlement can be finally consummated, including, among other things, the completion of this offering and the concurrent offering of trust preferred securities. As a result of the settlements, we would expect to recognize a substantial charge to earnings no later than the quarter in which this offering is completed. This charge will negatively affect our earnings in the quarter in which it is recorded and may also adversely affect the market price of our common stock. For a discussion of our accounting policies regarding loss contingencies, see the section of this prospectus captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies.”

      We believe that our allowance for loan losses is maintained at a level adequate to absorb probable losses inherent in our loan portfolio. Management’s estimates are used to determine an allowance for loan losses that we consider adequate to absorb probable losses inherent in our loan portfolio. In evaluating the adequacy of our allowance for loan losses, we consider historical charge-off experience, growth of our loan portfolio, changes in the composition of our loan portfolio, trends in delinquency and criticized assets, general economic conditions, information about specific borrower situations, including their financial position and collateral values and other factors and estimates that are subject to change over time. Estimating the risk of loss and amount of loss on any loan is necessarily subjective, and actual losses may vary from current estimates. Depending on changes in economic conditions and other factors, including those described in the second risk factor, our actual loan losses could increase significantly and exceed our current allowance estimates.

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      In addition, federal and state regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses by recognizing provisions for loan losses charged to expense, or to decrease our allowance for loan losses by recognizing loan charge-offs, net of recoveries. Any such provisions for loan losses or charge-offs, as required by these regulatory agencies, could have a material adverse effect on our financial condition and results of operations.

      We have adopted a new business strategy that involves an enhanced focus on commercial banking and wealth management activities. To implement our strategy, we intend to discontinue offering certain products and services in order to deploy additional resources to our commercial banking activities. Specifically, we have decided to discontinue non-customer conforming first mortgage loan originations, certain fiduciary trust services and the funding of broker-originated auto and manufactured housing loans. As a result, the risks associated with our commercial banking activities will have a greater impact on our overall performance as our operations become less diversified.

      Our business strategy also involves increasing our small- to middle-market business customer base and expanding the range of financial products and services we offer these customers. This growth may place a significant strain on our management, personnel, systems and resources. We must continue to improve our operational and financial systems and managerial controls and procedures to accommodate this growth, and we will need to continue to expand, train and manage our workforce. For example, the expansion of our commercial banking business may increase our need for internal audit and monitoring processes that are more extensive and broader in scope than those we have historically required. We must also maintain close coordination among our technology, compliance, accounting, finance, marketing and sales organizations. We cannot assure you that we will manage our growth effectively. If we fail to do so, our business could be materially harmed. Further, unless our expansion of commercial banking and wealth management activities results in an increase in our revenues that is proportionate to the increase in our costs associated with this expansion, our operating margins and profitability will be adversely affected.

      The banking business is highly competitive. We encounter substantial competition in attracting and retaining deposits and in obtaining loan customers. Our principal competitors are numerous and include other commercial banks, savings and loan associations, mutual funds, money market funds, finance companies, credit unions, mortgage companies, the United States Government, private issuers of debt obligations and suppliers of other investment alternatives, such as securities firms. In recent years, several major multi-bank holding companies have entered the Chicago metropolitan market. Many of our competitors are significantly larger than us and have access to greater financial and other resources. As a result of these and other factors, our future growth opportunities may be limited. In addition, many of our non-bank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks and state regulations governing state chartered banks. As a result, our non-bank competitors may have advantages over us in providing some services.

      We expect that competition will intensify in the future, particularly as a result of the Gramm-Leach-Bliley Act of 1999, or GLB Act. The GLB Act has expanded the permissible activities of a bank holding company. The GLB Act allows qualifying bank holding companies to elect to be treated as financial holding companies. A financial holding company may engage in activities that are financial in nature, or are incidental or complementary to, financial activities. The GLB Act also eliminated restrictions imposed by the Glass-Steagall Act, adopted in the 1930s, which prevented banking, insurance and securities firms from fully entering each other’s business. While it is uncertain what the full impact of this legislation will be, it is likely to

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      We are subject to interest rate risk. We realize income primarily from the difference between interest earned on loans and investments and the interest paid on deposits and borrowings. We expect that we will periodically experience gaps in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-earning assets will be more sensitive to changes in market interest rates than our interest-bearing liabilities, or vice versa. In either event, if market interest rates should move contrary to our position, this gap will work against us, and our earnings may be negatively affected.

      We are unable to predict fluctuations of market interest rates, which are affected by, among other factors, changes in the following:

	•	inflation rates;
	•	levels of economic activity;
	•	unemployment levels;
	•	money supply;
	•	domestic and international financial markets;
	•	domestic and international political activity; and
	•	other factors which are beyond our control.

      We principally manage interest rate risk by managing our mix of financial instruments. In a changing interest rate environment, we may not be able to manage this risk effectively. If we are unable to manage interest rate risk effectively, our business, financial condition and results of operations could be materially harmed.

      There have been a number of highly publicized cases involving fraud or other misconduct by employees of financial services firms in recent years. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of customers or improper use of confidential information. Employee errors and misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence.

      We maintain a system of internal controls to mitigate against these occurrences and insurance coverage for these risks, but should our internal controls fail to prevent or detect an occurrence, or it is not insured or exceeds applicable insurance limits, it could have a material and adverse effect on our business, financial condition or results of operations.

      Security breaches in our internet banking activities could expose us to possible liability and damage our reputation. Any compromise of our security also could deter customers from using our internet banking services that involve the transmission of confidential information. We rely on standard internet security systems to provide the security and authentication necessary to effect secure transmission of data. These

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      Our future success largely depends upon the continued service of our executive officers and other key management personnel who are experienced in banking and financial services. In addition to the services of Jeffrey and Bruce Taylor, the two most senior ranking officers of both the holding company and the Bank, and Christopher Alstrin, the Chief Financial Officer of both the holding company and the Bank, we depend on the services of our lending officers and our operational and staff officers. Our lending officers maintain strong community ties and personal banking relationships with our customer base, which is a key aspect of our business and our strategy to increase our market presence. Their skills, years of experience and relationships in the communities we serve are among our competitive strengths. Our operational and staff officers maintain our systems and processes in an effort to deliver to our customers the highest possible quality products and services. This is another key aspect of our business and strategy. We rely on these officers to ensure customer satisfaction. We do not have employment agreements with any of our key personnel. The unexpected loss of the services of any one of these key people would materially harm our business. Furthermore, our future success depends upon the ability of our key personnel, including several recently recruited individuals, to function effectively as a team.

      Our future success and growth will also depend upon our ability to recruit and retain highly skilled employees with strong community relationships and specialized knowledge in the financial services industry. The level of competition in our industry for people with these skills is intense, and from time to time we have experienced losses of key employees. Significant losses of key personnel, particularly to our competitors, could have a material adverse effect on our business, financial condition and results of operations.

      The net proceeds from this offering and the trust preferred securities offering, along with our cash flow from operations, may not be sufficient to maintain our capital at requisite regulatory levels or the level of growth contemplated under our business strategy. Because we do not qualify as a well-capitalized bank holding company under Federal Reserve regulations, nor will we qualify as a well-capitalized bank holding company after giving effect to this offering and the trust preferred securities offering, we will be subject, at a minimum, to greater regulatory scrutiny by the Federal Reserve if we seek to engage in transactions that might be beneficial to us, such as new activities, acquisitions or redemptions of securities. If the Federal Reserve were to conclude that we did not have adequate capital to support the proposed transaction, it might deny our requests or condition approval on our raising additional capital.

      We may seek additional capital in the future to fund the growth of our operations and to enhance our regulatory capital levels. We may not be able to obtain additional debt or equity financing, or, if available, it may not be in amounts or on terms acceptable to us, or, it may impose conditions on our ability to pay dividends or grow our business. If we are unable to obtain the funding we need, we may be unable to continue to implement our business strategy, enhance our financial products and services, take advantage of future opportunities or respond to competitive pressures, which could have a material adverse effect on our financial condition and our ability to grow our business. If we raise additional capital through the sale of equity securities, your ownership interest in us will be diluted.

      In an effort to improve our service levels, risk profile and efficiency, we have initiated a plan to review the consolidation of our administrative and operational functions. Our plan includes process and operational restructuring, and may expand to include the repositioning of branches, all designed to improve service levels

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      We are subject to extensive federal and state regulation and supervision, which is primarily for the protection of depositors and customers rather than for the benefit of investors. As a bank holding company, we are subject to regulation and supervision primarily by the Federal Reserve. The Bank, as an Illinois-chartered commercial bank, is subject to regulation and supervision primarily by the Illinois Commissioner of Banks and Real Estate, or ICBRE. We must undergo periodic examinations by our regulators, who have extensive discretion and power to prevent or remedy unsafe or unsound practices or violations of law by banks and bank holding companies. Our failure to comply with state and federal regulations can lead to, among other things, termination or suspension of our licenses, rights of rescission for borrowers, class action lawsuits and administrative enforcement actions. We cannot assure you that we will be able to fully comply with these regulations. Recently enacted, proposed and future legislation and regulations have had, and will continue to have, a significant impact on the financial services industry. Regulatory or legislative changes could cause us to change or limit some of our loan products or the way we operate our business and could affect our profitability.

      Our operations are also subject to a wide variety of state and federal consumer protection and similar statutes and regulations. For example, consumer loan originations are highly regulated and recent regulatory initiatives have focused on the mortgage and home equity lending markets. Federal, state and local government agencies and legislators have begun to consider, and in some instances have adopted, legislation to restrict lenders’ ability to charge rates and fees in connection with residential mortgage loans. In general, these proposals involve lowering the existing federal Home Ownership and Equity Protection Act thresholds for defining a “high-cost” loan and establishing enhanced protections and remedies for borrowers who receive these loans. The proposed legislation has also included various loan term restrictions, such as limits on balloon loan features. Frequently referred to as “predatory lending” legislation, many of these laws and rules extend beyond curbing predatory lending practices to restrict commonly accepted lending activities, including some of our activities. For example, some of these laws and rules prohibit any form of prepayment charge and severely restrict a borrower’s ability to finance the points and fees charged in connection with his or her loan. It is possible that passage of these laws could limit our ability to impose various fees and charge what we believe are risk-based interest rates on various types of consumer loans and may impose additional regulatory restrictions on our business in certain states.

      We rely on selected outside investment managers to provide specialized investment advice and asset management services to our customers. We cannot assure you that any of these providers will be able to continue to provide these services to our customers or that they will be able to adequately meet our customers’ or our needs. Further, we cannot be sure that our customers will continue to utilize the services of these investment managers through us, rather than directly from the investment management firms themselves. The loss of any of these outside investment managers may impact our ability to provide our customers with quality service or certain types of portfolio management without incurring the cost of replacing them.

Risks Related to an Investment in Our Common Stock

      The Taylor family, which includes Jeffrey W. Taylor, Bruce W. Taylor, Cindy Taylor Bleil and certain trusts for their benefit and the benefit of certain of their family members, in the aggregate, beneficially owns or controls in excess of 89% of our outstanding common stock. Immediately after we complete this offering, the Taylor family will, in the aggregate, own or control more than      % of our common stock. As a result, these

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      Conversely, the death of one or more of our substantial stockholders, or the decision by the Taylor family to sell or liquidate their position in us for any reason, would have the effect of altering the balance of our effective stockholder control and, among other things, the composition of our Board of Directors. Jeffrey Taylor, Bruce Taylor and Cindy Taylor Bleil serve as members of our Board of Directors. Jeffrey Taylor and Bruce Taylor also serve as members of the Bank’s Board of Directors and as both our and the Bank’s highest ranking officers. Melvin Pearl, a member of the Board of Directors, serves as trustee of certain Taylor family trusts. These persons may experience conflicts of interest in the execution of their duties on our behalf and on behalf of the Bank. We cannot assure you that these conflicts would be resolved in a manner favorable to us or the Bank.

      Sales of a substantial number of shares of our common stock in the public market following this offering, or the perception that large sales could occur, could cause the market price of our common stock to decline or limit our future ability to raise capital through an offering of equity securities. After completion of this offering, there will be                     shares of our common stock issued and outstanding. All of the shares of common stock sold in this offering will be freely tradable without restriction or further registration under the federal securities laws unless purchased by our “affiliates” within the meaning of Rule 144 under the Securities Act. The                     remaining shares of outstanding common stock, representing approximately      % of the outstanding common stock upon completion of this offering, will be “restricted securities” under the Securities Act, subject to restrictions on the timing, manner and volume of sales of those shares. Our directors, officers and existing stockholders have agreed for a period of 180 days after the date of this prospectus, to not, without the prior written consent of Keefe, Bruyette & Woods, Inc., directly or indirectly, offer to sell, sell or otherwise dispose of any shares of our common stock, other than shares acquired in this offering. Following the closing of this offering, we also intend to file a registration statement on Form S-8 under the Securities Act covering                      shares reserved for future issuance under our stock option plan. Accordingly, subject to applicable vesting requirements and exercise with respect to options, shares registered under that registration statement will be available for sale in the open market immediately after the 180-day lock-up agreements expire. For a more detailed description of additional shares that may be sold in the future, see the sections of this prospectus captioned “Shares Eligible for Future Sale” and “Underwriting.”

      Prior to this offering, there has been no public market for our common stock. We cannot predict the extent to which investor interest in us will lead to an active trading market in our common stock or how liquid that market might become. The initial public offering price of our common stock will be determined through negotiations between us and representatives of the underwriters. This price may not indicate prices that will prevail in any future trading market. You may not be able to sell shares of our common stock at or above our initial public offering price.

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      Additionally, the market price of our common stock may be highly volatile and subject to wide fluctuations in response to numerous factors, including but not limited to the following:

	•	actual or anticipated fluctuations in our operating results;
	•	changes in interest rates;
	•	the public’s reaction to our press releases, announcements and filings with the SEC;
	•	changes in earnings estimates or recommendations by research analysts;
	•	future sales of our common stock;
	•	changes in general conditions in the U.S. economy, financial markets or the banking industry; and
	•	other developments affecting our competitors or us.

      The stock markets, from time to time, experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of companies. These broad fluctuations may adversely affect the market price of our common stock, regardless of our trading performance.

      In the past, stockholders have often brought securities class action litigation against a company following periods of volatility in the market price of their securities. We may be the target of similar litigation in the future, which could result in substantial costs and divert management’s attention and resources.

      If you purchase shares of our common stock in this offering, you will experience an immediate and substantial dilution of $                    net tangible book value per share of your investment. This means that the price you pay for the shares you acquire in this offering will be significantly higher than their net tangible book value per share. If we issue additional shares of common stock in the future, you may experience further dilution in the net tangible book value of your shares. You will incur additional dilution if the holders of outstanding options to purchase shares of our common stock at prices below our net tangible book value per share after this offering exercise their options.

      Provisions of our amended and restated certificate of incorporation and by-laws and Delaware law could delay, defer or prevent a third party from acquiring us, despite the possible benefit to our stockholders, or otherwise adversely affect the price of our common stock. For example, our charter contains advance notice requirements for nominations for election to our board of directors and for proposing matters that shareholders may act on at shareholder meetings. In addition, we are subject to certain Delaware laws, including one that prohibits us from engaging in a business combination with any interested stockholder for a period of three years from the date the person became an interested stockholder unless certain conditions are met. These provisions may discourage potential takeover attempts, discourage bids for our common stock at a premium over market price or adversely affect the market price of, and the voting and other rights of the holders of, our common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors other than the candidates nominated by our board.

      Any individual, acting alone or with other individuals, who is seeking to acquire, directly or indirectly, 10% or more of our outstanding common stock must comply with the Change in Bank Control Act, which requires prior notice to the Federal Reserve for any acquisition. Any entity that wants to acquire 5% or more of our outstanding common stock, or otherwise to control us, may need to obtain the prior approval of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, or BHCA. As a result, prospective investors in our common stock need to be aware of and to comply with those requirements, to the extent applicable. Approval may also be required by Illinois Office of Banks and Real Estate.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Some of the statements under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “The Company” and elsewhere in this prospectus constitute forward-looking statements. You can identify these statements from our use of the words “may,” “should,” “could,” “potential,” “continue,” “plan,” “forecast,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “is likely,” “will,” or the negative of these terms, and similar expressions. These forward-looking statements may include, among other things:

	•	statements and assumptions relating to projected growth, earnings, earnings per share, and other financial performance measures as well as management’s short-term and long-term performance goals;
	•	statements relating to the anticipated effects on results of operations or financial condition from recent and expected developments or events;
	•	statements relating to our business and growth strategies; and
	•	any other statements, projections or assumptions that are not historical facts.

      We believe that our expectations are based on reasonable assumptions. However, these forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from our expectations of future results, performance or achievements expressed or implied by these forward-looking statements. In addition, our past results of operations do not necessarily indicate our future results. We discuss these and other uncertainties in the “Risk Factors” section of this prospectus.

      The risk factors and cautionary statements contained or referred to in this prospectus should be considered in connection with any subsequent written or oral forward-looking statements that we, or persons acting on our behalf may issue. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this prospectus. Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this prospectus, whether as a result of new information, future events, changed circumstances or any other reason after the date of this prospectus.

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THE COMPANY

Overview

      We are a bank holding company headquartered in Wheeling, Illinois, a suburb of Chicago. We derive virtually all of our revenue from our subsidiary, Cole Taylor Bank. As of December 31, 2001, the Bank was the tenth largest commercial bank headquartered in the Chicago metropolitan area based on assets. We provide a range of products and services concentrating in four primary banking areas: middle-market business banking, small business banking, commercial real estate lending and wealth management. We currently operate 11 branches throughout the Chicago metropolitan area with approximately $2.4 billion of assets and $173.0 million of stockholders’ equity, as of March 31, 2002.

      The Taylor family entered the banking business in 1929 to provide credit and depository services to local businesses. Over the course of our 73-year history, we have worked to build solid foundations in the Chicago metropolitan area business community by providing our customers with personalized, professional and experienced service.

      Our primary business objectives are to enhance our profitability and be a premier Chicago business bank for small and mid-sized businesses and the people who own and manage them. We believe the Chicago market, with over 57,000 small and mid-sized businesses, is receptive to a locally owned and managed banking institution that provides responsive, personalized service, customized products and local decision making. We believe that our opportunities for expansion in this market are favorable and will increase as the Chicago banking market continues to experience significant consolidation.

Our Strategy

      In the fall of 2001, we adopted a strategic plan designed to capitalize on our perceived market opportunity within Chicago’s small and middle-market business banking environment by focusing on owner-operated, family-held and closely-held companies. It is with these core customers that we believe we can add the most value by understanding the challenges that owners experience and offering them advice and solutions to help them achieve their business and personal financial goals. The key elements of our strategy are:

	•	Expand Our Core Customer Base. We will continue to focus on expanding our core customer base by increasing the number of businesses we serve in the Chicago metropolitan area. We intend to increase our market share by providing a high level of customer service, competitive products and delivery systems and competing for customers of recently acquired banks in our market area. We believe our growth objectives can be achieved while maintaining our historical risk standards and effectively managing credit risk.
	•	Capitalize On Our Relationship Banking Approach. We intend to leverage our business banking relationships in order to capture more personal wealth management business. Closely held business owners often have complex needs for the management of personal and family wealth. We believe our existing relationships with their businesses provide a natural opportunity to assist with their personal financial needs. We also believe that providing personal wealth management services will strengthen our commercial banking relationships. We deliver our products and services through relationship managers who lead a team of banking professionals. Collectively, the team is responsible for providing for our customer’s banking needs. With this relationship banking approach, we believe we are able to quickly address the critical needs for both the customer’s business as well as personal financial goals.
	•	Focus On Our Core Customers. We focus our time and resources on core customer segments: small- and mid-size businesses as well as the individuals who own and manage them. As part of our effort to increase resources available to invest in serving these core customers, we have reduced or eliminated other activities. We have stopped originating non-customer conforming first mortgage loans for sale into the secondary market, the offering of certain fiduciary trust services, and the funding of broker-originated auto and manufactured housing loans. We intend to reallocate these resources to expand our core businesses of commercial banking and wealth management.

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	•	Enhance Our Operational Efficiency. We plan to further centralize and automate important operational functions to enhance operating leverage as well as service quality. We intend to realign our people, processes and systems in support of the high quality sales and service requirements that our customers desire. We anticipate that this realignment will involve the relocation and consolidation of currently dispersed facilities, processes and personnel.

Our Core Customers

      Our delivery of financial services is built around the customers we serve rather than the products we offer. Our core customers are middle-market companies, small companies, real estate developers and investors, and owners and executives of our business customers. Our relationship managers lead teams of bank professionals that are responsible for providing for the banking needs of a large portion of our core customers. Through their relationship managers, these customers have a single point of access to all of our services.

      Middle-Market Companies. Our middle-market business customers characteristically have annual sales ranging from $5 million to $50 million. We offer products and services to a wide variety of middle-market businesses involved with manufacturing, wholesale and retail distribution, construction contracting, transportation, and service providers. We believe these customers value our executive management access and attention as well as experienced and responsive relationship managers. We work to provide them with products customized to fit their needs and seamless execution, from sales to delivery to ongoing servicing. Loans to middle-market businesses comprised approximately 42% of our commercial loan portfolio as of March 31, 2002.

      Small Companies. Our small business customers typically have annual sales of $500,000 to $5 million. We believe our success with small businesses is based on the fast and convenient offering of standard products specifically designed for businesses in this category. Many of these customers reside in the neighborhoods around our branch offices. Another important segment of our small-business customers includes health care service businesses, such as medical, dental and veterinary practices, and their owners, for which we believe we have developed financial services expertise. We provide professional practice financing as well as equipment and capital expansion credit facilities to these businesses. Loans to small businesses and professionals comprised approximately 26% of our commercial loan portfolio as of March 31, 2002.

      Real Estate Developers and Investors. Our real estate development and investment customers seek acquisition, development and construction loans and stand-by letters of credit for terms from 18 to 36 months. Approximately 60% of our development and construction lending is for residential single-family home development, primarily in the suburban communities of Chicago. We also finance condominium developers within the city of Chicago. Our real estate investment customers also seek term financing on selected income producing properties including multi-family, retail, office and industrial properties. Our real estate banking relationship managers have an average of 20 years of specialized real estate lending experience. Loans to real estate developers and investors comprised approximately 32% of our commercial loan portfolio as of March 31, 2002.

      Owners and Executives of Our Business Customers. We cross-sell products and services to the owners and executives of our business customers designed to help them meet their personal financial goals. We focus on facilitating the cycle of wealth creation, preservation and transfer for the owner-operators of small- and middle-market businesses in Chicago. These products and services include personal customized credit and cash management, personal financial planning, investments, investment management and insurance products. While we directly provide credit and cash management products, we offer brokerage, insurance and most investment management products and services with the assistance of third-party providers. We believe these arrangements with third-party providers allow us the flexibility to select and sell non-proprietary products that may provide an optimal solution for our customers’ needs.

      Other Customers. We also provide services and offer banking products to community-based customers located near our branch locations. These customers, typically individuals and municipalities, seek credit and depository products from a convenient, reliable and stable institution with reasonably competitive products and automated delivery channels such as automated teller machines, or ATMs, and telephone and internet banking.

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Our Business

      Our primary business is commercial banking. As of March 31, 2002, approximately 72% of our loan portfolio was comprised of commercial loans. We also offer wealth management, community banking, home equity lending, mortgage banking and trust services.

      Our commercial banking business is comprised of commercial lending and real estate construction lending activities. Our commercial lending activities consist of providing loans for the following customer needs: working capital, business expansion or acquisition, owner-occupied commercial real estate financing, revolving lines of credit and stand-by and commercial letters of credit. Additionally, we offer asset-based credit facilities including, in some cases, where strong asset values and financial controls support businesses with otherwise minimally acceptable operating performance or experience. Our real estate construction lending activities consist of providing loans to professional home builders, condominium and commercial real estate developers and investors.

      We offer collateralized as well as unsecured commercial banking loans. Typical collateral includes accounts receivable, inventory, equipment and real estate. Commercial real estate loans are generally collateralized by owner-occupied properties used for business purposes or property to be developed or acquired for investment. Commercial real estate construction loans are structured primarily to fund construction of pre-sold homes or units. Under our commercial lending policies, as of March 31, 2002, our internal management-designated lending limit was $12 million with some limited exceptions.

      We also offer our commercial banking customers deposit products such as checking, savings and money market accounts, time deposits and repurchase agreements. We offer corporate cash management options including internet balance reporting, automated clearing house products, lock-box processing, controlled disbursement accounts, and account reconciliation and positive pay feature to help them meet their cash management needs.

      As part of our strategy, we intend to offer enhanced wealth management services to owner-operators and executives of our core business customers. These products and services are provided through a relationship manager with wealth management experience and include personal financial planning services, personal wealth management loans, customized residential real estate loans and home equity lines of credit, enhanced deposit products and investment management services. We also offer insurance products and brokerage services through third-party providers.

      Our community banking approach relies on personal service and the delivery of an array of financial products, including checking, savings and money market accounts, certificates of deposit, personal lines of credit and vehicle loans. We offer convenient account access through our ATM network, internet banking, internet bill payment, telephone banking, direct deposit service and debit cards. We provide portfolio management expertise, offering stocks, bonds, mutual funds, annuities and insurance products through a third party broker-dealer with representatives within our branches .

      We originate home equity loans and lines of credit through our branches as well as through mortgage brokers. The majority of our outstanding home equity assets were sourced through mortgage brokers, but underwritten by us. Our underwriting guidelines do not allow home equity credits in excess of 100% of appraised value. As of March 31, 2002, approximately 39% of these currently on our books exceed 80% of appraised value after giving effect to any outstanding first mortgage. As of March 31, 2002, we held $305.4 million of home equity loans.

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      We offer mortgages to our core customers and our community banking customers. We also act as a broker for our customers needing reverse or sub-prime mortgage products that are not funded or retained by us. Historically, until the fall of 2001, we were active in the conforming first mortgage loan origination market. We offered both conforming and selected non-conforming mortgage products to our existing customers as well as through mortgage brokers. The majority of the loans originated were sold into the secondary market with servicing released. We subsequently elected to discontinue origination of non-customer conforming first mortgage loans for sale into the secondary market. As of March 31, 2002, we held $147.1 million of mortgage loans.

      Trust services offered by our trust professionals have historically included corporate trust, asset management, land trust and tax-deferred exchange services, as well as fiduciary services for personal and employee benefit trusts. As a result of our strategic focus on core customers, we have elected to discontinue offering fiduciary services for personal and employee benefit trusts. We are negotiating the transfer of certain accounts in these categories to other providers who will maintain these accounts and handle future customer inquiries for similar services on our behalf. Revenue from these accounts totaled $1.6 million during the year ended 2001. In addition, certain asset management accounts and a few individual managers will be transferred from our trust department to our wealth management department as described above.

      We anticipate that in the future the services offered by our trust professionals will relate primarily to corporate trust, land trust and tax-deferred exchange activities.

Competition

      We encounter intense competition for all of our products and services, including substantial competition in attracting and retaining deposits and in obtaining loan customers. The principal competitive factors in the banking and financial services industry are quality of services to customers, ease of access to services and pricing of services, including interest rates paid on deposits, interest rates charged on loans and fees charged for trust, investment and other professional services. Our principal competitors are numerous and include other commercial banks, savings and loan associations, mutual funds, money market funds, finance companies, credit unions, mortgage companies, the United States Government, private issuers of debt obligations and suppliers of other investment alternatives, such as securities firms.

      In recent years, several major multi-bank holding companies have entered the Chicago metropolitan market. Many of our competitors are significantly larger than us and have access to greater financial and other resources. In addition, many of our non-bank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks or the state regulations governing state chartered banks. As a result, our non-bank competitors may have advantages over us in providing some services.

      We expect that competition will intensify in the future, particularly as a result of the GLB Act. The GLB Act has expanded the permissible activities of a bank holding company. The GLB Act allows qualifying bank holding companies to elect to be treated as financial holding companies. A financial holding company may engage in activities that are financial in nature, or are incidental or complementary to, financial activities. The GLB Act also eliminated restrictions imposed by the Glass-Steagall Act, adopted in the 1930s, which prevented banking, insurance and securities firms from fully entering each other’s business. While it is uncertain what the full impact of this legislation will be, it is likely to result in further consolidation in the financial services industry. In addition, removal of these restrictions will likely increase the number of entities providing banking services and thereby create additional competition. For more information on the GLB Act, see the section of this prospectus captioned “Supervision and Regulation — The Bank — Gramm-Leach-Bliley Act.”

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Properties

      Our principal offices, including the principal offices of the Bank, are located in our main office building at 350 East Dundee Road, Suite 300, Wheeling, Illinois 60090. We lease our main office under a lease that commenced on January 1, 1995 and expires on March 31, 2010, with options to extend until March 31, 2025.

      We own seven of the buildings from which bank branches are operated, including Ashland, Skokie, Burbank, Yorktown, Broadview, Old Orchard and Milwaukee. We lease the land under the buildings at Yorktown, Old Orchard and Milwaukee. We lease the buildings for our Woodlawn, Jackson and West Washington branches, which in accordance with the current lease terms expire in, or may be extended to, May 2013, February 2004 and December 2007, respectively. In January 2002, we closed the Cicero branch when the lease expired. Our Cicero customers are now directed to our Burbank branch.

      The following is a list of our eleven operating branch locations: