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8-K - FORM 8-K - WINTRUST FINANCIAL CORP | c62779e8vk.htm |
Exhibit 99.1
Wintrust Executive Adopts 10b5-1 Plan
LAKE FOREST, Ill., Jan 31, 2011 Wintrust Financial Corporation (Wintrust) (Nasdaq:WTFC) today
announced that Edward J. Wehmer, its President and Chief Executive Officer, adopted a prearranged
trading plan in accordance with guidelines specified by Rule 10b5-1 under the Securities and
Exchange Act of 1934, as well as Wintrusts policies with respect to insider sales.
Rule 10b5-1 allows officers and directors to adopt written, prearranged stock trading plans when
they do not have material, non-public information. Once established, the officers do not retain or
exercise any discretion over sales of stock under the plan and the pre-planned trades can be
executed at later dates as set forth in the plan, without regard to any subsequent material
non-public information that the director or officer may receive.
The purpose of the plan is to provide Mr. Wehmer, who receives a substantial portion of his
compensation in the form of equity awards and options, with the ability to exercise certain
expiring stock options and sell the underlying common stock in an orderly manner and avoid concerns
about the timing of those transactions. Appropriate filings reporting the sales will be made with
the Securities and Exchange Commission when the sales are completed under the trading plan.
Under his trading plan, Mr. Wehmer may sell up to 180,000 shares of Wintrust common stock upon
exercise of expiring stock options.
WINTRUST SUBSIDIARIES AND LOCATIONS
Wintrust is a financial holding company whose common stock is traded on the Nasdaq Global Select
Market (Nasdaq:WTFC). Its 15 community bank subsidiaries are: 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, Beverly Bank & Trust Company in Chicago, Wheaton Bank & Trust Company, State
Bank of The Lakes in Antioch, Old Plank Trail Community Bank, N.A. in New Lenox, St. Charles Bank &
Trust Company and Town Bank in Hartland, Wisconsin. The banks also operate facilities in Illinois
in Algonquin, Bloomingdale, Buffalo Grove, Cary, Chicago, Clarendon Hills, Deerfield, Downers
Grove, Frankfort, Geneva, Glencoe, Glen Ellyn, Gurnee, Grayslake, Highland Park, Highwood, Hoffman
Estates, Island Lake, Lake Bluff, Lake Villa, Lincoln Park, Lindenhurst, McHenry, Mokena, Mount
Prospect, Mundelein, Naperville, North Chicago, Northfield, Palatine, Prospect Heights, Ravenswood,
Ravinia, Riverside, Roselle, Sauganash, Skokie, Spring Grove, Vernon Hills, Wauconda, Western
Springs, Willowbrook and Winnetka, and in Delafield, Elm Grove, Madison, Wales, Wisconsin.
Additionally, the Company operates various non-bank subsidiaries. First Insurance Funding
Corporation, one of the largest insurance premium finance companies operating in the United States,
serves commercial and life insurance 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.
Wintrust Mortgage Corporation engages primarily in the origination and purchase of residential
mortgages for sale into the secondary market through origination offices located throughout the
United States. Loans are also originated nationwide through relationships with wholesale and
correspondent offices. Wayne Hummer Investments, LLC is a broker-dealer providing a full range of
private client and brokerage services to clients and correspondent banks located primarily in the
Midwest. Wintrust Capital Management provides money management services and advisory services to
individual accounts. Advanced Investment Partners, LLC is an investment management firm
specializing in the active management of domestic equity investment strategies. The Chicago Trust
Company, a trust subsidiary, allows Wintrust to service customers trust and investment needs at
each banking location. Wintrust Information Technology Services Company provides information
technology support, item capture and statement preparation services to the Wintrust subsidiaries.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of federal securities laws.
Forward-looking information can be identified through the use of words such as intend, plan,
project, expect, anticipate, believe, estimate, contemplate, possible, point,
will, may, should, would and could. Forward-looking statements and information are not
historical facts, are premised on many factors and assumptions, and represent only managements
expectations, estimates and projections regarding future events. Similarly, these statements are
not guarantees of future performance and involve certain risks and uncertainties that are difficult
to predict, which may include, but are not limited to, those listed below and the Risk Factors
discussed under Item 1A of the Companys 2009 Annual Report on Form 10-K and in any of the
Companys subsequent SEC filings. The Company intends such forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe
harbor provisions. Such forward-looking statements may be deemed to include, among other things,
statements relating to the Companys future financial performance, the performance of its loan
portfolio, the expected amount of future credit reserves and charge-offs, delinquency trends,
growth plans, regulatory developments, securities that the Company may offer from time to time, and
managements long-term performance goals, as well as statements relating to the anticipated effects
on financial condition and results of operations from expected developments or events, the
Companys business and growth strategies, including future acquisitions of banks, specialty finance
or wealth management businesses, internal growth and plans to form additional de novo banks or
branch offices. Actual results could differ materially from those addressed in the forward-looking
statements as a result of numerous factors, including the following:
| negative economic conditions that adversely affect the economy, housing prices, the job market and other factors that may affect the Companys liquidity and the performance of its loan portfolios, particularly in the markets in which it operates; | |
| the extent of defaults and losses on the Companys loan portfolio, which may require further increases in its allowance for credit losses; |
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| estimates of fair value of certain of the Companys assets and liabilities, which could change in value significantly from period to period; | |
| changes in the level and volatility of interest rates, the capital markets and other market indices that may affect, among other things, the Companys liquidity and the value of its assets and liabilities; | |
| a decrease in the Companys regulatory capital ratios, including as a result of further declines in the value of its loan portfolios, or otherwise; | |
| effects resulting from the Companys prior participation in the Capital Purchase Program; | |
| increased costs of compliance, heightened regulatory capital requirements and other risks associated with changes in regulation and the current regulatory environment, including the requirements of the Basel II and III capital regimes and the Dodd-Frank Wall Street Reform and Consumer Protection Act; | |
| legislative or regulatory changes, particularly changes in regulation of financial services companies and/or the products and services offered by financial services companies; | |
| increases in the Companys FDIC insurance premiums, or the collection of special assessments by the FDIC; | |
| competitive pressures in the financial services business which may affect the pricing of the Companys loan and deposit products as well as its services (including wealth management services); | |
| delinquencies or fraud with respect to the Companys premium finance business; | |
| the Companys ability to comply with covenants under its securitization facility and credit facility; | |
| credit downgrades among commercial and life insurance providers that could negatively affect the value of collateral securing the Companys premium finance loans; | |
| any negative perception of the Companys reputation or financial strength; | |
| the loss of customers as a result of technological changes allowing consumers to complete their financial transactions without the use of a bank; | |
| the ability of the Company to attract and retain senior management experienced in the banking and financial services industries; | |
| failure to identify and complete favorable acquisitions in the future, or unexpected difficulties or developments related to the integration of recent or future acquisitions, including with respect to any FDIC-assisted acquisitions; |
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| unexpected difficulties or unanticipated developments related to the Companys strategy of de novo bank formations and openings, which typically require over 13 months of operations before becoming profitable due to the impact of organizational and overhead expenses, the startup phase of generating deposits and the time lag typically involved in redeploying deposits into attractively priced loans and other higher yielding earning assets; | |
| changes in accounting standards, rules and interpretations and the impact on the Corporations financial statements; | |
| significant litigation involving the Company; and | |
| the ability of the Company to receive dividends from its subsidiaries. |
Therefore, there can be no assurances that future actual results will correspond to these
forward-looking statements. The reader is cautioned not to place undue reliance on any
forward-looking statement made by or on behalf of Wintrust. Any such statement speaks only as of
the date the statement was made or as of such date that may be referenced within the statement. The
Company undertakes no obligation to release revisions to these forward-looking statements or
reflect events or circumstances after the date of this press release. Persons are advised, however,
to consult further disclosures management makes on related subjects in its reports filed with the
Securities and Exchange Commission and in its press releases.
CONTACT:
Edward J. Wehmer, President & Chief Executive Officer
David A. Dykstra, Senior Executive Vice President & Chief Operating Officer
(847) 615-4096
Website address: www.wintrust.com
David A. Dykstra, Senior Executive Vice President & Chief Operating Officer
(847) 615-4096
Website address: www.wintrust.com
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