Filed by Wintrust Financial Corporation
(Commission File No. 0-21923)
pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Northview Financial Corporation
ON MAY 19, 2004, WINTRUST FINANCIAL CORPORATION ISSUED THE
FOLLOWING PRESS RELEASE:
[WINTRUST FINANCIAL CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
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May 19, 2004
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
Richard George, Chief Executive Officer - WestAmerica Mortgage Company,
(303) 771-2800
Laurence J. Bryar, President - WestAmerica Mortgage Company, (630) 916-9299
Robert J. Santostefano, Chief Operating Officer - WestAmerica Mortgage Company,
(630) 916-9299
WINTRUST FINANCIAL CORPORATION COMPLETES MERGER WITH
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WESTAMERICA MORTGAGE COMPANY AND GUARDIAN
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REAL ESTATE SERVICES, INC.
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LAKE FOREST, ILLINOIS - Wintrust Financial Corporation (Wintrust)
(Nasdaq: WTFC) announced today the completion of its previously announced merger
transactions with SGB Corporation d/b/a WestAmerica Mortgage Company ("WAMC")
and WAMC's affiliate Guardian Real Estate Services, Inc. ("Guardian").
WAMC engages primarily in the origination and purchase of residential
mortgages for sale into the secondary market. It maintains principal origination
offices in Illinois, Colorado, Kansas, Arizona, New Jersey, Florida, and Nevada.
Loans are also originated in other states through wholesale and correspondent
offices. The majority of WAMC's operations are conducted out of its offices
maintained in Oakbrook Terrace, Illinois with accounting, administrative and
secondary marketing operations located in Greenwood Village, Colorado. WAMC has
been in the mortgage lending business since 1978. WAMC currently is licensed (or
exempt from licensing) in 33 states, has mortgage license applications pending
in three other states and currently employs approximately 250 employees. WAMC
originated or purchased approximately $2.3 billion of residential real estate
loans in 2003 and approximately $1.7 billion in 2002; WAMC is recognized as one
of the largest privately held mortgage lenders in the nation
and, according to Crain's Chicago Business, WAMC was the 12th largest
residential mortgage lender in the Chicago area based on 2002 total residential
real estate loan volume.
Guardian, incorporated since 1989, is an affiliated company of WAMC
through common ownership and provides document preparation and other loan
closing services to WAMC and its mortgage broker affiliates. Guardian has its
headquarters in Oakbrook Terrace, Illinois.
WAMC and Guardian are now direct subsidiaries of Wintrust's
wholly-owned national banking subsidiary, Barrington Bank & Trust Company, N.A.
"This transaction is beneficial for both companies," 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. Each of the three owners has signed a
multi-year contract and has agreed to stay on and manage the operations of
WestAmerica and Guardian thus providing a seamless transition for their
organization."
"We are excited about the merger and the increased resources this
partnership provides to our companies," said Richard P. George, Chief Executive
Officer for WAMC. "The increased funding, capital and distribution capabilities
of Wintrust will help WAMC continue to grow in a profitable manner. We clearly
see many benefits and we are proud to join Wintrust's entrepreneurial management
team."
ANTICIPATED TRANSACTION BENEFITS
--------------------------------
The transaction is expected to benefit the combined organization in
numerous ways. These strategic benefits include:
o WAMC will provide Wintrust's community banks with an enhanced loan
origination and documentation system which should allow each firm to
better utilize existing operational capacity and improve the product
offerings for Wintrust's banking customers.
o Additional revenue from the WAMC and Guardian business will further
diversify and enhance Wintrust's revenue stream.
o WAMC's status as a subsidiary of a nationally chartered bank will allow
for accelerated growth nationally as mortgage banking is an allowable
activity for nationally chartered banks and the regulatory oversight is
generally condensed to the federal regulatory agency overseeing the
national bank's activities.
o Qualified WAMC production can be sold to FNMA increasing Wintrust's
servicing portfolio and related income.
o WAMC's production of adjustable rate mortgage loan products and other
variable rate mortgage loan products can be retained by Wintrust's
banks in their loan portfolios resulting in additional earning assets
to the combined organization, thus adding further desired
diversification to Wintrust's earning
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asset base. Accordingly, these portfolio products will be good
investments for Wintrust's banks and will increase WAMC's production
and profits.
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 included a combination of Wintrust's common stock and cash. Wintrust
could pay additional contingent consideration, consisting of cash and/or common
stock, upon the attainment of certain profitability measures. The common stock
was issued at fair market value as determined in accordance with the merger
agreements. 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 completed in the second quarter of
2004, and declared effective by the Securities and Exchange Commission. The
transaction is expected to be slightly accretive to Wintrust's 2004 earnings.
ABOUT WINTRUST
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Wintrust is a $5.0 billion asset financial holding company whose common
stock is traded on the Nasdaq Stock Market(R) (Nasdaq: WTFC). Its ten suburban
Chicago community bank subsidiaries, each of which was founded as a de novo bank
since December 1991, are located primarily 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, Northbrook
Bank & Trust Company, Advantage National Bank in Elk Grove Village, Village Bank
& Trust in Arlington Heights and Beverly Bank & Trust Company in Chicago. The
banks also operate facilities in Cary, Chicago, Clarendon Hills, Downers Grove,
Glencoe, Gurnee, Highland Park, Highwood, Hoffman Estates, Lake Bluff, McHenry,
Prospect Heights, Riverside, Roselle, Skokie, Wauconda, Western Springs and
Winnetka, Illinois. Additionally, the Company 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. Tricom, Inc. of Milwaukee
provides high-yielding, 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
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accounts as well as the Wayne Hummer Companies' three proprietary mutual funds.
Wayne Hummer Trust Company, a trust subsidiary, allows Wintrust to service
customers' trust and investment needs at Wayne Hummer, as well as, many banking
locations.. 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 40 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 is one of the fastest growing bank
groups in Illinois.
FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 relating to the
acquisition of SGB Corporation and Guardian Real Estate Services, Inc.,
integration of SGB Corporation and Guardian Real Estate Services, Inc. with
Wintrust, the combination of their businesses and projected revenue, as well as
profitability and earnings outlook. Actual results could 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 origination of mortgage loan
products, slower than anticipated development and growth of SGB Corporation and
Guardian Real Estate Services, Inc.'s business or unanticipated business
declines, unforeseen difficulties in integrating the acquisition or higher than
expected operational costs, unforeseen changes in the mortgage banking 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.
NOTE: THE FOLLOWING NOTICE IS INCLUDED TO MEET CERTAIN LEGAL REQUIREMENTS
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Wintrust will be filing a registration statement with the Securities and
Exchange Commission in connection with its previously announced proposed
acquisition of Northview Financial Corporation ("Northview") in a merger
transaction involving Wintrust's common stock. The registration statement will
include a proxy statement/prospectus that will be sent to the shareholders of
Northview seeking their approval of the proposed transaction. Shareholders of
Northview are advised to read the important information concerning the proposed
transaction contained in the proxy statement/prospectus and other documents
filed by Wintrust with the Securities and Exchange Commission when they become
available. When filed, these documents can be obtained free of charge from the
web site maintained by the Securities and Exchange Commission at
http://www.sec.gov. or upon written request to Wintrust Financial Corporation,
Attn: Investor Relations, 727 North Bank Lane, Lake Forest, Illinois 60045 or by
calling (847) 615-4096, or upon written request to Northview Financial
Corporation, Attn: President, 245 Waukegan Road, Northfield, Illinois 60093 or
by calling (847) 446-0245.
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