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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OCTOBER 17, 1996
AMCORE FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
Commission file number 0-13393
NEVADA 36-3183870
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
501 Seventh Street, Rockford, Illinois 61104
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(815) 968-2241
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ITEM 5. OTHER EVENTS
On October 3, 1996, AMCORE Financial, Inc. (AMCORE) and Country Bank Shares
Corporation, based in Mount Horeb, Wisconsin (CBSC) announced the signing of a
letter of intent for AMCORE to acquire CBSC. The merger is expected to be
accounted for as a pooling of interests, with the shareholders of CBSC
receiving 4.3267 shares of AMCORE common stock in exchange for their stock.
CBSC is a four-bank holding company with one merger now in progress. The
agreement with CBSC is contingent upon the completion of their acquisition of
Belleville Bancshares Corporation. CBSC will have nine locations in
south-central Wisconsin, with assets of approximately $285 million.
The transaction is subject to normal regulatory approvals and the approvals of
CBSC shareholders and AMCORE's board of directors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMCORE FINANCIAL, INC.
/s/ John R. Hecht
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John R. Hecht
Senior Vice President &
Chief Financial Officer
Date: October 17, 1996
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Date: October 3, 1996
Contact: Ben Rubendall
815-961-7164
AMCORE
FINANCIAL, INC.
AMCORE FINANCIAL, INC. POISED TO ENTER WISCONSIN MARKET,
SIGNS LETTER OF INTENT WITH COUNTRY BANK SHARES
CORPORATION BASED IN MOUNT HOREB, WISCONSIN
ROCKFORD, IL - AMCORE Financial, Inc., announced today that it has
entered into a letter of intent for the acquisition of Country Bank Shares
Corporation, based in Mount Horeb, Wis. Upon completion of the merger, AMCORE
will join the ranks of interstate banking companies.
Under the terms of the agreement, shareholders of Country Bank Shares
will receive 4.3267 shares of AMCORE common stock for each share of the
Wisconsin company. CBSC currently has approximately 440,000 shares
outstanding.
CBSC has nine locations and assets of $285 million. AMCORE has 38
locations and assets of $2.76 billion. AMCORE will have assets in excess of $3
billion and 47 locations in two states following its merger with Country Bank
Shares.
"The agreement we have reached is also contingent upon Country Bank
Shares completing the acquisition of Belleville Bancshares Corporation, which
is now in progress," said Robert J. Meuleman, president and chief executive
officer of AMCORE. "In addition we still must complete our due diligence
examination and obtain the necessary regulatory approvals.
"We expect this transaction to be completed by the second quarter of
1997, and we are excited about the opportunities that will come with a greater
presence in Wisconsin", Meuleman added.
"We feel that this transaction represents a natural extension of our
commitment to northern Illinois and southern Wisconsin," Meuleman said.
"Country Bank Shares is a well-managed institution that is a proven leader in
its market areas.
"The Wisconsin market is especially interesting to us. The region
served by Country Bank Shares is one of the most dynamic areas of the state,"
Meuleman said. "The experience we have gained in serving metropolitan areas
such as Rockford and the Chicago suburban market will be valuable as we enter
the rapidly growing region around Madison.
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"In addition, as the third largest agricultural lender in Illinois, we
have an understanding of the needs of the people and businesses in some of the
smaller communities which Country Bank Shares serves," Meuleman said.
"A combination with AMCORE offers a number of advantages to both our
shareholders and our customers," said Neal H. Brunner, president of Country
Bank Shares. "We will be converting a stock that is not listed and has limited
trading volume, for a NASDAQ-listed stock that will give our shareholders
access to the greater liquidity of a national stock market.
"Our customers will benefit from the broader range of products and
services we will be able to offer by joining with a larger, more diversified
financial services provider," Brunner said. "AMCORE's wide range of
affiliates, including trust, mortgage, and mutual funds will be beneficial for
our customers.
"Also, we are pleased with AMCORE's reputation for strong community
involvement and its corporate culture, which emphasizes employee development
and a commitment to customer service," Brunner said.
The banks owned by Country Bank Shares include: State Bank of Mount
Horeb (located about 13 miles west of Madison), Citizens State Bank of Clinton,
Montello State Bank, and State Bank of Argyle. Belleville State Bank, subject
to regulatory approval, is in the process of being merged into Country Bank
Shares.
In addition to its banking operations, AMCORE also has seven primary
financial service subsidiaries: a trust company, a mortgage company, a
full-service broker-dealer, a capital management company, a collection agency,
a consumer finance company, and an insurance agency. AMCORE common stock is
listed on NASDAQ under the symbol "AMFI". Additional information about the
company is available on AMCORE's Internet home page at http://www.amcore.com.
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