EXHIBIT 99.1
Wintrust Financial Corporation
727 North Bank Lane
Lake Forest, Illinois 60045
FOR IMMEDIATE RELEASE
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December 19, 2002
FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President/CEO -
Wintrust Financial Corporation, (847) 615-4096
David A. Dykstra, Senior EVP/COO -
Wintrust Financial Corporation, (847) 615-4096
James P. Richter, Managing Director -
Lake Forest Capital Management, (847) 295-4072
Robert L. Meyers, Managing Director -
Lake Forest Capital Management, (847) 295-4075
S. A. Lincoln, Managing Director -
Lake Forest Capital Management, (847) 295-4074
WINTRUST FINANCIAL CORPORATION ANNOUNCES PLANS TO
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ACQUIRE LAKE FOREST CAPITAL MANAGEMENT
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LAKE FOREST, ILLINOIS - Wintrust Financial Corporation (Wintrust)
(Nasdaq: WTFC) announced the signing of a merger agreement to acquire Lake
Forest Capital Management Company based in Lake Forest, Illinois.
Lake Forest Capital Management is a 21-year old well-respected asset
manager for both high net worth individuals and institutional clients located
primarily in the Chicago metropolitan area. Lake Forest Capital Management will
retain its name and be merged into and operate as a separate division of Wayne
Hummer Asset Management Company, Wintrust's existing asset management
subsidiary.
"This transaction is beneficial for both companies and more importantly
for our customers," stated Edward J. Wehmer, President and CEO of Wintrust. "We
are partnering with a company that has a terrific history, a dedicated and
highly experienced management team and outstanding growth and profit potential.
All of the Managing Directors have signed multi-year contracts and have agreed
to stay on and manage the operations of Lake Forest Capital Management thus
providing a seamless transition for their clients. We look forward to working
with the Lake Forest Capital Management team and their clients."
"We are excited about the merger and the increased depth this gives to
our clients," said James P. Richter, one of Lake Forest Capital Management's
Managing Directors. "In both firms, the
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clients' interests always come first. We clearly see many benefits and we are
proud to join Wintrust's dynamic management team."
LAKE FOREST CAPITAL MANAGEMENT
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Lake Forest Capital Management is a Registered Investment Adviser with
approximately $300 million in assets under management. Clients include high net
worth individuals, corporations, foundations, endowments and public entities.
Lake Forest Capital Management delivers its product with a highly personalized
approach customized to client needs.
ANTICIPATED TRANSACTION BENEFITS
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The transaction is expected to benefit the combined organization in
numerous ways. These strategic benefits include:
o The combination of current assets under management from Wayne
Hummer Asset Management Company, Wayne Hummer Trust Company
and Lake Forest Capital Management would result in about $1.5
billion of direct assets under administration.
o Lake Forest Capital's three Managing Directors, Sandy Lincoln,
Robert Meyers and James Richter will provide additional
leadership and experience to Wayne Hummer Asset Management
Company, which will enhance levels of client service and
provide additional impetus for continued growth.
o Additional revenue from the Lake Forest Capital Management
business will further diversify and enhance Wintrust's revenue
stream.
o Combining the assets under management from both firms will
allow each firm to better utilize existing operational
capacity.
TERMS OF THE TRANSACTION
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The full terms of the transaction are not being disclosed by the
parties; however, the initial consideration paid by Wintrust Financial
Corporation will include a combination of Wintrust's common stock, warrants to
acquire Wintrust common stock and cash. Wintrust could pay additional contingent
consideration, consisting of cash and/or common stock, upon the attainment of
certain performance measures over the next four years. The common stock will be
issued at the fair market value as determined in accordance with the merger
agreement. The shares issued in the transaction will not be registered under the
Securities Act of 1933 and will be restricted until a resale registration
statement is filed, which is expected to be done shortly after the closing date,
and declared effective
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by the Securities and Exchange Commission. The transaction is subject to certain
closing conditions and is expected to close in the first quarter of 2003.
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ABOUT WINTRUST
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Wintrust is a $3.6 billion asset financial holding company whose common
stock is traded on the Nasdaq Stock Market(R). Its seven suburban Chicago
community bank subsidiaries, each of which was founded as a de novo bank,
beginning in December 1991, are located in high income retail markets -- Lake
Forest Bank & Trust Company, Hinsdale Bank & Trust Company, North Shore
Community Bank & Trust Company in Wilmette, Libertyville Bank & Trust Company,
Barrington Bank & Trust Company, Crystal Lake Bank & Trust Company and
Northbrook Bank & Trust Company. The banks also operate facilities in Lake
Bluff, Highland Park, Hoffman Estates, Highwood, Glencoe, Winnetka, Clarendon
Hills, Western Springs, Skokie, Wauconda, McHenry and Riverside, Illinois.
Additionally, Wintrust operates various non-bank subsidiaries. First Insurance
Funding Corporation, one of the largest commercial insurance premium finance
companies operating in the United States, serves commercial loan customers
throughout the country. Wayne Hummer Trust Company, a trust subsidiary, allows
Wintrust to service customers' trust and investment needs at each banking
location. Tricom, Inc. of Milwaukee provides short-term accounts receivable
financing and value-added out-sourced administrative services, such as data
processing of payrolls, billing and cash management services, to temporary
staffing service clients located throughout the United States. Wayne Hummer
Investments, LLC is a broker-dealer providing a full range of private client and
brokerage services to clients located primarily in the Midwest. Focused
Investments LLC is a broker-dealer that provides a full range of investment
solutions to clients through a network of community-based financial institutions
throughout the Midwest. Wayne Hummer Asset Management Company provides money
management services and advisory services to individual accounts as well as the
Wayne Hummer Companies' four proprietary mutual funds. Wintrust Information
Technology Services Company provides information technology support, item
capture and statement preparation services to the Wintrust subsidiaries.
Currently, Wintrust operates a total of 31 banking offices and is in
the process of constructing several additional branch facilities. All of the
Company's banking subsidiaries are locally managed with large local boards of
directors. Wintrust Financial Corporation has been one of the fastest growing de
novo bank groups in Illinois.
Forward-Looking Information
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This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 relating to the
proposed acquisition of Lake Forest Capital Management, integration of Lake
Forest Capital Management with Wintrust, the combination of their businesses and
projected revenue, as well as profitability and earnings outlook. Actual results
could
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differ materially from those addressed in the forward-looking statements due to
factors such as changes in economic conditions, unanticipated changes in
interest rates that negatively impact growth, competition and the related
pricing of asset management products, slower than anticipated development and
growth of Lake Forest Capital Management's business or unanticipated business
declines, unforeseen difficulties in integrating the acquisition or higher than
expected operational costs, unforeseen changes in the securities and asset
management industry, difficulties in adapting successfully to technological
changes as needed to compete effectively in the marketplace, and the ability to
attract and retain experienced key management. Therefore, there can be no
assurances that future actual results will correspond to these forward-looking
statements.
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