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SECURITIES AND EXCHANGE COMMISSION

Amendment No. 4

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

J. Christopher Alstrin

Copies to:

      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

      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.

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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 statutory 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.

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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 October 10, 2002

PROSPECTUS

Taylor Capital Group, Inc.

Common Stock

$                     per share

        We are offering 2,250,000 shares of our common stock and the selling stockholder is offering 525,000 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 $18.00 and $20.00 per share. We will not receive any proceeds from the sale of common stock by the selling stockholder. Our common stock has been approved for quotation on the Nasdaq National Market under the symbol “TAYC.”

      Concurrently with this offering, TAYC Capital Trust I, a Delaware statutory trust we formed for the purpose of issuing trust preferred securities, is offering $40,000,000 aggregate principal amount of           % cumulative trust preferred securities guaranteed by us, assuming an offering price of $25.00 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 337,500 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.

The date of this prospectus is                     , 2002.

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Chicago, Illinois Primary Metropolitan Statistical Areas (as defined by the U. S. Department of Commerce)

*The number of businesses and reported annual sales are as compiled and reported by Dun and Bradstreet, Inc. as of July 2002.

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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.

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, which we refer to throughout this prospectus as the Bank. The Bank has served the Chicago metropolitan area for over 73 years. 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 $2.5 billion of assets as of June 30, 2002.

      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. Our core customers are middle-market companies, small companies, real estate developers and investors and owners and executives of our business customers. We believe the Chicago market, with over 58,000 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 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 intend to expand our core customer base by providing a high level of customer service, competitive products and delivery systems, as well as competing for customers of recently acquired banks in our markets.
	•	Capitalize On Our Relationship Banking Approach. We are working to leverage our business banking relationships in order to capture more personal wealth management business. We believe our existing relationships with businesses provide a natural opportunity to assist with business owners’ personal financial needs.
	•	Focus On Our Targeted Customers. We focus our time and resources on targeted 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 targeted customers, we have reduced or eliminated other activities. We intend to reallocate our resources to expand our commercial banking business and develop our wealth management business.
	•	Enhance Our Operational Efficiency. We plan to further centralize and automate important operational functions to enhance operating leverage as well as service quality. We anticipate that this realignment will involve the relocation and consolidation of currently dispersed facilities, processes and personnel.

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Litigation and Settlement

      The Taylor family, including related trusts and a related partnership, acquired a majority interest in Taylor Capital and the Bank from Reliance Acceptance Group, Inc. in a series of split-off transactions in February 1997. In these transactions, the Taylor family exchanged all their common stock of Reliance for all of the outstanding stock of Taylor Capital. In February 1998, Reliance filed for bankruptcy. Thereafter, numerous lawsuits were filed that named as defendants Taylor Capital, the Bank, certain of our directors and officers and members of the Taylor family.

      These suits variously allege violations of the federal securities laws and breaches of common law fiduciary duties in connection with the split-off transactions and the public reporting of Reliance. These suits seek monetary damages, attorneys’ fees and other forms of relief, including the unwinding of the split-off transactions.

      In order to limit the substantial expense and distraction of continued litigation and to eliminate any exposure to potential liability, we have entered into settlement agreements with the plaintiffs and other parties in these cases. On May 24, 2002, we entered into agreements which provide that we will pay the plaintiffs, out of the net proceeds from this offering and the concurrent offering of trust preferred securities, an amount that will vary based on the initial public offering price of our common stock. Assuming an initial public offering price of $19.00 per share, the midpoint of the range shown on the cover of this prospectus, we anticipate the aggregate net proceeds from this offering will be $39.0 million. We anticipate the net proceeds from the concurrent trust preferred securities offering will be $37.7 million. Of the combined net proceeds from these concurrent offerings, approximately $64.5 million will be used to fully satisfy our obligations under the settlement agreements. Upon our delivery of this payment, each of the Taylor Capital-related defendants will be fully released from any liability with respect to the lawsuits described above. For additional information regarding the settlement agreements, see the section of this prospectus captioned “Litigation and Settlement.”

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 September 26, 2002. This number does not take into account (1) 816,494 shares of common stock reserved for issuance upon the exercise of outstanding options at a weighted average exercise price of $18.90 per share, and (2) 176,792 shares of common stock reserved for issuance pursuant to future grants under our incentive compensation plan.

Concurrent Offering

      Concurrently with this offering, TAYC Capital Trust I is offering $40,000,000 aggregate principal amount of      % cumulative trust preferred securities guaranteed by us, assuming an offering price of $25.00 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 three-for-two stock split of our common stock that will be effected as a dividend to stockholders of record as of October 2, 2002;
	•	the completion of the concurrent offering of trust preferred securities; 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 six months ended June 30, 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 six months ended June 30, 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.

      In the second quarter of 2002, we recorded a charge of $64.5 million related to a likely settlement of pending litigation against Taylor Capital that will be funded with the net proceeds from the concurrent offerings of common stock and trust preferred securities. The recognition of the charge resulted in our reporting a consolidated net loss of $54.2 million for the first six months of 2002. The loss reduced total stockholders’ equity to $118.3 million. For additional information on this charge, see the sections of this prospectus captioned “Capitalization,” “Litigation and Settlement” and “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.

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