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
February 21, 1996
(Date of earliest event reported)
AMCORE FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Nevada 0-13393 36-3183870
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
501 Seventh Street
Rockford, Illinois 61104
(Address of principal executive offices, including zip code)
(815) 968-2241
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
Rights Agreement
On February 21, 1996, the Board of Directors of
AMCORE Financial, Inc. (the "Company") approved the
extension of the benefits afforded by the Company's
existing rights plan by adopting a new shareholder rights
plan. The new plan, like the existing plan, is intended
to promote continuity and stability, deter coercive or
partial offers which will not provide fair value to all
shareholders and enhance the Board's ability to represent
all shareholders and thereby maximize shareholder values.
Pursuant to the new Rights Agreement between
the Company and Firstar Trust Company, as Rights Agent,
one Right will be issued for each outstanding share of
common stock, $.33 par value, of the Company on the
expiration of the existing rights on February 27, 1996.
Each of the new Rights will entitle the registered holder
to purchase from the Company one share of Common Stock at
a price of $70 per share. The Rights, however, will not
become exercisable unless and until, among other things,
any person acquires 15% or more of the outstanding common
stock or the Board of Directors determines that a person
is an Adverse Person. A person who beneficially owns 10%
or more of the outstanding common stock of the Company
will be declared an Adverse Person if the Board of
Directors determines (a) that such beneficial ownership
is intended to cause the Company to repurchase the common
stock beneficially owned by such person or to pressure
the Company to take action or enter into transactions
intended to provide such person with short-term financial
gain, that are not in the best long-term interests of the
Company and its shareholders, or (b) such beneficial
ownership is causing or reasonably likely to cause a
material adverse impact on the Company to the detriment
of the Company's shareholders, employees, suppliers,
customers or community. The new Rights are redeemable
under certain circumstances at $.01 per Right and will
expire, unless earlier redeemed, on February 27, 2006.
The description and terms of the new Rights are
set forth in the new Rights Agreement, a copy of which is
filed herewith and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
4.1 Rights Agreement, dated as of February 21,
1996, AMCORE Financial, Inc. and Firstar Trust
Company, as Rights Agent, which includes as
Exhibit A the form of Rights Certificate
(incorporated herein by reference to Exhibit 1
of the Registrant's Form 8-A filed on February
27, 1996).
99.1 Press release issued by the Company dated
February 22, 1996.
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.
By:/s/ F. Taylor Carlin
Name: F. Taylor Carlin
Title: Executive Vice President
and Chief Operating Officer
Date: February 28, 1996
EXHIBIT INDEX
Exhibit Description
4.1 Rights Agreement, dated as of
February 21, 1996, between
AMCORE Financial, Inc. and
Firstar Trust Company, as Rights
Agent, which includes as Exhibit
A the form of Rights Certificate
(incorporated herein by
reference to Exhibit 1 of the
Registrant's Form 8-A filed on
February 27, 1996).
99.1 Press release issued by the
Company dated February 22, 1996.
Exhibit 99.1
Date:
Feb. 22, 1996
Contact:
Ben Rubendall
815-961-7164
AMCORE FINANCIAL, INC. INCREASES DIVIDEND BY 6.7 PERCENT,
ADOPTS NEW SHAREHOLDER RIGHTS PLAN
Rockford IL - AMCORE Financial, Inc. today announced
it has increased its quarterly cash dividend by 6.7
percent, from 15 cents per share to 16 cents per share.
The company also announced the adoption of a new
shareholder rights plan to replace an existing plan that
expires on Feb. 27, 1996.
The increased dividend will be payable on March 13,
1996, to shareholders of record on March 6, 1996.
Regarding the shareholder rights plan, the AMCORE
Financial, Inc. board of directors on Feb. 21, 1996,
voted to extend the benefits afforded by AMCORE's
existing shareholder rights plan by adopting a new rights
plan.
"We feel that these actions address two shareholder
issues," said Robert J. Meuleman, president and chief
executive officer of AMCORE Financial, Inc. "First, the
increase in our dividend rate allows shareholders to
benefit from the company's increased earnings in the
second half of 1995 and to share in the performance we
expect for 1996. Second, our new shareholder rights plan
continues our policy of ensuring that all shareholders
will receive fair treatment."
Pursuant to a new rights agreement between AMCORE
Financial, Inc., and Firstar Trust Company, as Rights
Agent, one right will be issued for each outstanding
share of common stock of AMCORE upon the expiration of
AMCORE's existing rights on Feb, 27, 1996.
Each of the new rights will entitle the registered
holder to purchase from AMCORE one share of AMCORE common
stock, par value $.33 per share, at a price of $70 per
share. The rights, however, will not become exercisable
unless and until, among other things, any person acquires
15 percent or more of the outstanding common stock or the
board of directors declares a holder of 10 percent or
more of the outstanding common stock to be an "adverse
person."
Upon either such event, the rights will become
exercisable for common stock of AMCORE having a market
value at such time equal to twice the exercise price of a
right. The new rights are redeemable under certain
circumstances at $.01 per Right and will expire, unless
earlier redeemed, on Feb. 27, 2006.
"The new rights plan, like the existing rights plan,
is intended to promote continuity and stability, deter
coercive or partial offers, which will not provide fair
value to all shareholders, and enhance the board of
directors' ability to represent all shareholders and
thereby maximize shareholder values," Meuleman said.
AMCORE Financial, Inc. is a northern Illinois-based
bank holding company with assets of approximately $2.4
billion. Its holdings include eight subsidiary banks
operating in 37 locations.
The company 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 company. AMCORE common stock is listed on
NASDAQ under the symbol "AMFI".
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