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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 30, 1996
AMCORE FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Commission File Number 0-13393
NEVADA 36-3183870
- ------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
501 Seventh Street, Rockford, Illinois 61104
(815) 968-2241
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ITEM 5. OTHER EVENTS
On October 30, 1996, AMCORE Financial, Inc. (AMCORE) and First National
Bancorp, Inc. (FNB) announced the signing of a definitive agreement for AMCORE
to acquire FNB, a one-bank holding company with assets of approximately $214
million. FNB shareholders will receive 7.54 shares of AMCORE common stock for
each outstanding share of FNB stock. The transaction will be accounted for
using the pooling of interests method and is expected to be completed in
mid-1997.
The transaction is subject to normal regulatory approvals and other
customary closing conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Item No. Exhibit Index
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99.1 Press Release dated
October 30, 1996
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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 hereunder duly authorized.
Dated: November 5, 1996
AMCORE FINANCIAL, INC.
By: /s/ John R. Hecht
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Name: John R. Hecht
Title: Senior Vice President
Chief Financial Officer
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[AMCORE FINANCIAL INC. LETTERHEAD]
Date: Oct. 30, 1996
Contact: Ben Rubendall
815-961-7164
AMCORE REACHES DEFINITIVE AGREEMENT TO ACQUIRE
FIRST NATIONAL BANCORP IN MONROE, WIS.
ROCKFORD IL - AMCORE Financial, Inc. and First National Bancorp, Inc.,
a holding company based in Monroe, Wis., with $214 million in assets and five
locations, today jointly announced a definitive agreement for AMCORE to acquire
FNB.
FNB is a one-bank holding company, which operates First National Bank
and Trust, headquartered in Monroe, approximately 40 miles northwest of
Rockford. It operates branches in Madison, Belleville and New Glarus. Upon
completion of the transaction, AMCORE's assets are expected to increase by 8
percent from $2.8 billion to $3.0 billion.
FNB shareholders will receive 7.54 shares of AMCORE common stock for
each of the approximately 250,000 outstanding shares of FNB stock. FNB posted
earnings of $2.446 million in 1995.
The transaction, which is expected to close in mid-1997, will be
accounted for as a pooling of interests and is subject to approval by
regulatory agencies, FNB shareholders and other customary closing conditions.
The definitive agreement also provides that if AMCORE's common stock
exceeds $23 per share, AMCORE may terminate the transaction unless FNB accepts
a lower exchange ratio that would fix the maximum value for FNB at
approximately $42.85 million. FNB may terminate the transaction if AMCORE's
common stock falls below $18 per share unless AMCORE accepts a higher exchange
ratio to fix a minimum value for FNB of approximately $33.53 million.
The acquisition of FNB is AMCORE's second venture into Wisconsin. On
Sept. 23, AMCORE announced a letter of intent with Country Bank Shares
Corporation in Mount Horeb, Wis., a holding company that will bring five banks
operating in nine locations with assets of $285 million into the AMCORE
organization.
Upon completion of both Wisconsin acquisitions, AMCORE Financial, Inc.
will serve 36 communities, 12 in Wisconsin and 24 in Illinois, and will have
assets of approximately $3.3 billion.
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AMCORE Financial
Acquires First National Bancorp in Monroe, Wis.
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"Wisconsin offers many opportunities for AMCORE," said Robert J.
Meuleman, president and chief executive officer of AMCORE. "We have been
fortunate to find two companies that fit our strategy of acquiring banks that
are financially sound, have good management and are leaders in their market
areas. The south central region they serve is one of the most dynamic areas of
the state.
"FNB is a strong performer and is the leading bank in Monroe, the seat
of Green County. This acquisition also gives us two branches on the rapidly
growing west side of Madison," said Meuleman. "The experience we have gained
in serving metropolitan areas, such as Rockford and the Chicago suburban
market, will be valuable as we enter that market."
"Our merger with AMCORE offers a number of advantages to both our
shareholders and our customers," said Thomas J. Wilkinson, president and chief
executive officer of First National Bancorp. "We will change from a stock that
is not listed and has limited trading volume to a NASDAQ-listed stock that will
give our shareholders access to the greater liquidity of a national stock
market.
"Affiliating with a larger institution will also bring our customers
the benefit of AMCORE's trust services, capital management, mortgage,
brokerage, insurance and mutual funds," Wilkinson said.
"By affiliating with a larger company we will be able to participate in
larger loans and offer our customers the advantage of AMCORE's nationally
recognized fund management expertise, which resulted in the AMCORE Vintage
Equity Mutual Fund receiving a five-star rating from the nationally respected
rating firm Morningstar, Inc. We also will have the advantage of AMCORE's
expertise in marketing and information systems.
"Another factor in our decision was AMCORE's reputation for strong
community involvement and its corporate culture, which emphasizes employee
development and a commitment to customer service," Wilkinson said.
AMCORE common stock is listed on NASDAQ under the symbol AMFI. In
addition to its banking operations, AMCORE also has five financial service
subsidiaries, AMCORE Investment Group, N.A., which provides trust, capital
management and brokerage services in addition to administering the AMCORE
Vintage family of mutual funds; AMCORE Consumer Finance Company, Inc., AMCORE
Mortgage, Inc., AMCORE Insurance Group, Inc., and Rockford Mercantile Agency, a
bill collection service.
AMCORE's Internet home page, http://www.amcore.com contains additional
information about the company.
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AMCORE Financial
Acquires First National Bancorp in Monroe, Wis.
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AMCORE/FNB-MONROE KEY FINANCIAL DATA
(Unaudited)
<TABLE>
<CAPTION>
Assets (000) Equity/Assets NPAs/Assets ROAA
----------------------- ----------------------- ----------------------- -----------------------
6/30/96 12/31/95 6/30/96 12/31/95 6/30/96 12/31/95 6/30/96 12/31/95
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AMCORE $2,756,231 $2,418,532 8.02% 8.66% 0.54% 0.62% 0.94% 0.97%
FNB-Monroe $210,007 $206,531 8.03% 7.82% 0.33% 0.12% 1.21% 1.18%
</TABLE>
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