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
JULY 16, 1997
AMCORE FINANCIAL, INC.
(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
(815) 968-2241
Page 1 of 5
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective July 16, 1997, AMCORE Financial, Inc. consummated the
merger with Country Bank Shares Corporation (CBSC). The transaction resulted
in the issuance of 3.7959 shares of AMCORE Common Stock for each of the
433,699 outstanding CBSC shares. A total of 1,646,278 shares of AMCORE Common
Stock were issued in the merger with cash paid in lieu of fractional shares.
CBSC is the parent corporation of five banks operating in nine communities in
southern and central Wisconsin. At June 30, 1997, CBSC had unaudited
consolidated assets of approximately $310 million and approximately $17
million in unaudited total stockholders' equity. The transaction will be
accounted for as a pooling of interests under APB Opinion No. 16. CBSC
operates its principal executive office in Mount Horeb, Wisconsin, and
corporate-wide has 163 employees. The transaction was consummated pursuant to
an Agreement dated as of January 31, 1997, amended and restated as of May 1,
1997.
The Company's press release dated July 16, 1997 regarding the
transaction reported herein is attached hereto as an Exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated July 16, 1997
Page 2 of 5
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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.
AMCORE FINANCIAL, INC.
By: /s/ John R. Hecht
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Name: John R. Hecht
Title: Senior Vice President &
Chief Financial Officer
Date: July 31, 1997
Page 3 of 5
News Release
Date:
July 16, 1997
Contact:
Katherine Taylor [LOGO OF
Investor Relations Manager AMCORE FINANCIAL, INC.]
815-961-7164
John Hecht
Chief Financial Officer
815-961-7003
AMCORE FINANCIAL COMPLETES ITS ACQUISITION OF
COUNTRY BANK SHARES, MT. HOREB, WIS.
ROCKFORD, IL. AMCORE Financial, Inc. has expanded its presence in
Wisconsin with the completion of the acquisition of Country Bank Shares
("Country"), Mt. Horeb, Wis.
We're very excited to add Country Bank Shares to the AMCORE family, said
Robert J. Meuleman, president and chief executive officer of AMCORE. Country
is a strong, well run institution that will play an important part in our
super community banking initiative in Wisconsin.
AMCORE s growth strategy is to acquire well managed, profitable banks that
are leaders in their communities. This is a win-win situation because the
acquired banks retain their local management, board of directors and continue
to serve their communities while having access to the resources of a large
financial services company, said Meuleman.
Country has five banks operating in nine communities in southern and
central Wisconsin, including Mt. Horeb, Verona, Belleville, Darien, Clinton,
Darlington, Argyle, Montello and Westfield. The banks will adopt the AMCORE
name at closing.
AMCORE will now have over $3.6 billion in assets with 41 locations in
Illinois and 13 in Wisconsin. In April, AMCORE acquired First National
Bancorp., Inc. of Monroe, Wis., which became AMCORE South Central. The
acquisition of Country, with over $300 million in assets, will bring AMCORE's
assets in Wisconsin to over $500 million.
AMCORE will issue 3.7959 common shares in exchange for each share of the
433,699 Country common shares outstanding, or a total of 1,646,278 shares.
AMCORE Financial, Inc.
501 Seventh Street, Post Office Box 1537, Rockford, Illinois 61110-0037
Telephone 815 968-2241
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Last year, Country earned nearly $2.7 million. Since the acquisition was
not finalized until July 16, the profits and assets of Country and AMCORE will
not be reported on a combined basis until the third quarter. The transaction
is being accounted for as a pooling of interests.
Acquisition expenses related to Country of $555,000 will be recorded on
AMCORE's books in the second quarter. Country will record merger related
charges of approximately $1.9 million in the second quarter, however, the
total charge of approximately $2.5 million will not be fully reflected in
AMCORE's consolidated earnings until restated on the effective date of the
merger. The Country merger charges relate to data processing integration
expenses, legal, accounting and investment banking fees and the closing of a
duplicate facility in Belleville, Wis. AMCORE previously announced a second
quarter after tax charge of $1.3 million for expenses related to the
acquisition of First National Bancorp., Inc.
In addition to its banking subsidiaries, AMCORE's holdings include five
financial services companies: AMCORE Investment Group, N.A., including trust
services, a capital management company, a brokerage company and the AMCORE
Vintage family of mutual funds; AMCORE Mortgage, Inc.; AMCORE Consumer Finance
Company, Inc.; AMCORE Insurance Group, Inc.; and Rockford Mercantile Agency,
Inc., a bill collection service.
This news release, other than historical financial and other information,
may consist of forward-looking statements that involve risk and uncertainties,
including the risks detailed from time-to-time in the company's SEC reports,
including its Annual Report on Form 10-K for the year ended December 31, 1996.
Actual results may vary materially.
AMCORE common stock is listed on NASDAQ under the symbol AMFI. AMCORE
Financial Inc. may be reached on the Internet at http://www.AMCORE.com.
