Filed by Wintrust Financial Corporation
(Commission File No. 0-21923)
pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Village Bancorp, Inc.
In July 2003, Wintrust Financial Corporation (the "Company") issued its letter
to shareholders related to its second quarter 2003, which is set forth below.
NOTE: THE FOLLOWING NOTICE IS INCLUDED TO MEET CERTAIN LEGAL REQUIREMENTS
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Wintrust will be filing registration statements with the Securities and Exchange
Commission in connection with its previously announced proposed acquisitions of
Advantage National Bancorp, Inc. ("Advantage") and Village Bancorp, Inc.
("Village") in separate stock merger transactions. Each registration statement
will include a proxy statement/prospectus that will be sent to the shareholders
of Advantage and Village, respectively, seeking their approval of the proposed
transaction.
Shareholders of Advantage and Village are advised to read the important
information concerning the proposed transaction contained in the proxy
statements/prospectuses 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, 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, for
Advantage shareholders, upon written request to Advantage National Bancorp,
Inc., Attn: President, 75 East Turner Avenue, Elk Grove Village, Illinois 60007
or by calling (847) 364-0100 or, for Village shareholders, upon written request
to Village Bancorp, Inc., Attn: President, 311 South Arlington Heights Road,
Arlington Heights, Illinois 60005 or by calling (847) 483-6000.
July, 2003
Dear Shareholders,
This letter provides a brief update on our financial performance through the
second quarter of 2003. In response to the requests of a number of shareholders,
we have significantly shortened the length of our cover note. But as usual, we
have attached the July 17, 2003 news release of our earnings for the quarter
ended June 30, 2003 for your information.
HIGHLIGHTS FOR SECOND QUARTER OF 2003
We again achieved record earnings for this quarter while deposit and asset
levels also hit new record highs. Here is a summary of our financial results and
accomplishments for the three months ending June 30, 2003:
- Net income reached $9.0 million for the quarter ended June 30, 2003, an
increase of 43% over the second quarter of 2002;
- On a per share basis, net income totaled $0.49 per diluted common share
for the second quarter of 2003, a 32% increase as compared to year ago.
The lower growth rate in the earnings per share as compared to net
income was primarily due to the issuance of 1,362,750 additional shares
of common stock in mid-2002;
- Return on average equity for the quarter increased to 14.95%, up from
14.75% for the second quarter of 2002;
- Total assets rose to $4.13 billion as of June 30, 2003, an increase of
$913 million, or 28%, compared to a year ago;
- Total deposits reached $3.42 billion as of June 30, 2003, an increase
of $811 million, or 31%, compared to June 30, 2002;
- Total loans grew to $2.90 billion as of June 30, 2003, an increase of
$587 million, or 25%, compared to a year ago;
- In spite of continuing record low interest rates, net interest income
totaled $28.3 million, an increase of 16% versus a year ago.
Non-interest income totaled $19.1 million, an increase of 39% over the
comparable period of 2002. Non-interest income represented 40% of our
net revenues (non-interest income plus net interest income) in the
second quarter of this year. Our long-term goal is to increase that
ratio to 50%;
- Our net overhead ratio, a measure of operating efficiency, improved to
1.16% in the second quarter of 2003 from 1.63% in the prior year
quarter;
- Our asset quality remains strong and very manageable. Non-performing
assets as a percent of total assets were 0.35%, a slight improvement
over year ago levels of 0.37%;
- In April we opened North Shore Community Bank & Trust's beautiful new
main facility in Skokie. In addition to adding significantly more
space, it contains drive-through banking lanes and safe deposit boxes;
- Construction is well under way on two additional bank
facilities--Libertyville Bank & Trust's new South Libertyville facility
with drive-through lane facilities and Cary Bank & Trust's (a branch of
Crystal Lake Bank & Trust) new main facility with drive-through lanes;
- We have hired a management team and are moving ahead aggressively with
the launch of de novo community bank #8, and;
- In June 2003, we announced the signing of an agreement to acquire
Advantage National Bancorp, Inc., parent of Advantage National Bank.
Advantage National Bank, also a de novo community bank, has locations
in Elk Grove Village and Roselle, Illinois, and total assets of $107
million as of June 30, 2003. This provides Wintrust a community bank
entry into this important northwest Chicago area corridor.
SUMMARY
In summary, we are very pleased with the continued growth in earnings and assets
in the second quarter. We are working diligently to continue our unique growth
story while improving our earnings level.
Yours truly,
John S. Lillard Edward J. Wehmer David A. Dykstra
Chairman President & CEO Sr. EVP & COO
This document contains forward-looking statements related to Wintrust's
financial performance that are based on estimates. Wintrust intends such
forward-looking statements to be covered by the safe harbor provision 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. Actual results could differ materially from those addressed
in the forward-looking statements due to factors such as changes in economic
conditions, competition, or other factors that may influence the anticipated
growth rate of loans and deposits, the quality of the loan portfolio and loan
and deposit pricing, unanticipated changes in interest rates that negatively
impact net interest income, future events that may cause unforeseen loan or
lease losses, slower than anticipated development and growth of Tricom and the
trust and investment business, unanticipated changes in the temporary staffing
industry, the ability to adapt successfully to technological changes to compete
effectively in the marketplace, competition and the related pricing of brokerage
and asset management products, unforeseen difficulties in integrating the
acquisition of Lake Forest Capital Management with Wintrust, difficulties or
unanticipated developments related to the pending acquisition of Advantage
National Bancorp, Inc., the ability to pursue acquisition and expansion
strategies and the ability to attract and retain experienced senior management.
Therefore, there can be no assurances that future actual results will correspond
to these forward-looking statements.