AMCORE FINANCIAL INC
8-K, 1997-07-14
NATIONAL COMMERCIAL BANKS
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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

                                 July 8,1997


                            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 No.)


                 501 Seventh Street. Rockford, Illinois 61104
                                (815) 968-2241
















                                 Page 1 of 5
<PAGE>

ITEM 5.  OTHER EVENTS


        On July 8, 1997, AMCORE Financial, Inc. (AMCORE) and Investors
Management Group of Des Moines, Iowa (IMG) announced a letter of intent for
AMCORE to acquire IMG, an asset management firm with assets under management
of approximately $1.7 billion.  The transaction will form a new organization
known as Investors Management Group, headquartered in Des Moines, Iowa, and
owned by AMCORE Investment Group, N.A.   The transaction will be accounted
for as a purchase and is expected to be completed in fourth quarter 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
             --------         -------------

             99.1             Press Release dated July 8, 1997































                                 Page 2 of 5
<PAGE>

                                  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.

Dated   July 14, 1997

                                 AMCORE FINANCIAL, INC.



                                 By:     /s/ John R. Hecht
                                         ------------------
                                 Name:   John R. Hecht
                                 Title:  Senior Vice President
                                         Chief Financial Officer
































                                 Page 3 of 5



                                                           News Release
Date:     July 8, 1997
                                                              AMCORE
Contact:  Alan W. Kennebeck                                   FINANCIAL INC.
          President and CEO                                   LOGO
          AMCORE Investment Group, N.A.
          815-961-7100






    AMCORE FINANCIAL, INC., REACHES AGREEMENT IN PRINCIPAL WITH INVESTORS
                     MANAGEMENT GROUP OF DES MOINES, IOWA


     ROCKFORD, IL - AMCORE Financial, Inc. announced plans to combine its
asset management operations with Investors Management Group (IMG), Iowa's
largest independent asset manager.  The transaction will form an investment
management firm with more than $3.5 billion in assets under management.  The
new organization, headquartered in Des Moines, will be known as Investors
Management Group and will be owned by AMCORE Investment Group, N.A., one of
five financial service companies owned by AMCORE.

     "IMG is a well run organization with a strong management team and a
culture which is similar to AMCORE's, so this will be a good fit for both
organizations," said Robert J. Meuleman, president and chief executive officer
of AMCORE.

     After the merger, AMCORE's investment management organization will rank
in the top 15 percent of asset managers based on assets under management. "The
different areas of expertise each company brings to the table will create
great synergy and unique market opportunities," said Alan W. Kennebeck,
president and chief executive officer of AMCORE Investment Group.

     AMCORE Capital Management is primarily known as an equity management firm
with $1.8 billion in assets under management.  It is the advisor and manager
of the nationally recognized AMCORE Vintage family of funds.  The AMCORE
Vintage Funds have received national rankings from Morningstar, Nelson's,
Investors Daily and Fortune.

     AMCORE's strong equity management team and its distribution system
targeted at high net worth and retail investors will complement IMG's
institutional account business and create a regional investment management
firm targeting customers in Iowa, Illinois and Wisconsin.  "We will build on
the equity management and fixed income capabilities of both companies so we
can expand our services in all our markets," said Kennebeck.





 AMCORE Financial, Inc.Bank N.A. Rockford
 501 Seventh Street, Post Office Box 1537, Rockford, Illinois 61110-0037
 Telephone 815-968-2241

<PAGE>

     IMG has $1.7 billion in assets under management and is known chiefly for
its fixed income expertise.  IMG manages stock, bond and money market
portfolios for financial institutions, government bodies, businesses, pension
plans, foundations and individuals. The firm has its own family of mutual
funds, which it offers to public institutions and the insurance industry.  IMG
also provides customized mutual fund services to public agencies, banks and
others.

     In addition to retaining their responsibilities with IMG as senior
managing directors, David W. Miles will become chief operating officer and
Mark A. McClurg will become managing director for client development for
AMCORE Investment Group.  Kennebeck will remain as president and chief
executive officer of AMCORE Investment Group and Jay Evans, currently AMCORE
Capital Management's chief investment officer, will assume that role at IMG.

     "AMCORE recognizes the unique needs of running an independent investment
management firm, including a commitment to hiring and retaining the best team
of investment professionals and a continued commitment to technology and
research to enhance our market analysis.  This is an ideal fit for two well
respected firms," said Miles.

     The transaction is subject to due diligence, the execution of a
definitive agreement, and customary regulatory approvals.

     AMCORE Financial, Inc., is a northern Illinois financial services holding
company with 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.  Its holdings
also include six subsidiary banks operating in 41 locations in Illinois
and five in Wisconsin with assets of over $3 billion.

     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.





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