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 1, 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 Number)
501 Seventh Street, Rockford, Illinois 61104
(815) 968-2241
Page 1 of 6
<PAGE>
ITEM 5. OTHER EVENTS
On October 1, 1997, AMCORE Financial, Inc. (AMCORE) and Investors
Management Group of Des Moines, Iowa (IMG) announced the signing of a
definitive agreement 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. AMCORE will
issue 321,643 shares of common stock for all of the outstanding shares of IMG
common stock. 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
99.1 Press Release dated October 1, 1997
Page 2 of 6
<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 hereunder duly authorized.
AMCORE FINANCIAL, INC.
By: /s/ John R. Hecht
-------------------------------
Name: John R. Hecht
Title: Senior Vice President &
Chief Financial Officer
Date: October 7, 1997
Page 3 of 6
NEWS RELEASE
Date: Oct. 1, 1997
Contact: Katherine Taylor
815-961-7164
AMCORE
BANK
LOGO
AMCORE FINANCIAL SIGNS DEFINITIVE AGREEMENT WITH
INVESTORS MANAGEMENT GROUP OF DES MOINES, IOWA
TRANSACTION HIGHLIGHTS
----------------------
* AMCORE will combine its asset management operations with IMG.
* The new organization will be known as IMG, with offices in Des Moines and
Rockford.
* A letter of intent was previously announced in July.
* Stock for stock exchange is subject to three-year earn-out.
* Transaction is subject to regulatory approval and is expected to close by
year-end.
IMG PROFILE
-----------
* IMG is the largest independent asset management firm in Iowa with $1.7
billion in assets under management.
* IMG is recognized for its fixed income expertise and mutual fund
administration.
* IMG has a strong institutional account business.
BENEFITS OF COMBINED COMPANIES
------------------------------
* Assets under management will total $3.6 billion.
* After the merger, IMG will rank in the top 15% of U.S. asset managers.
* IMG's fixed income expertise and institutional focus will complement
AMCORE's strong equity management team and distribution system.
* AMCORE will combine Vintage and IMG mutual fund families and bring the
administration in-house.
AMCORE Bank N.A., Rockford
501 Seventh Stret, Post Office Box 1537, Rockford, Illinois 61110-0037
Telephone 815 968-2241
<PAGE>
NEWS RELEASE
Date: Oct. 1, 1997
Contact: Katherine Taylor
815-961-7164
AMCORE
BANK
LOGO
AMCORE FINANCIAL SIGNS DEFINITIVE AGREEMENT WITH
INVESTORS MANAGEMENT GROUP OF DES MOINES, IOWA
ROCKFORD, IL. - AMCORE Financial, Inc., signed a definitive agreement
Tuesday to acquire Investors Management Group (IMG), Iowa's largest
independent investment management firm.
AMCORE previously announced a letter of intent in July. The transaction
is now subject to regulatory approval and is expected to be finalized later
this year.
The transaction will be accomplished through an exchange of common
shares. Half of the total consideration will be paid at closing with the
remainder payable over a three-year period, subject to earnings performance.
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. After the
merger, IMG will have $3.6 billion in assets under management and will rank in
the top 15 percent of asset managers in the U.S.
"We're looking forward to welcoming IMG to the AMCORE Family," said
Robert J. Meuleman, president and chief executive officer. "This is a
strategic acquisition for AMCORE because of IMG's location in Iowa and its
strength in institutional asset management."
IMG's institutional account business will complement AMCORE's strong
equity management team and its distribution system targeted at high net worth
and retail investors. Plans are to expand and build on the strengths of both
companies. "The equity management and fixed income capabilities each company
offers will lead to many cross-selling opportunities so we can maximize our
sales efforts with a complete and fully rounded product line in all our
markets," said Alan W. Kennebeck, president and chief executive officer of
AMCORE Investment Group.
-More-
AMCORE Bank N.A., Rockford
501 Seventh Stret, Post Office Box 1537, Rockford, Illinois 61110-0037
Telephone 815 968-2241
<PAGE>
Page 2
AMCORE Capital Management has $1.9 billion in assets under management and
is the advisor and manager of the nationally recognized AMCORE Vintage family
of mutual funds. The AMCORE Vintage Funds have received national rankings from
Morningstar, Nelson's, Investors Daily and Fortune.
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. Under the agreement, AMCORE intends to consolidate its mutual fund
administration with IMG.
"The culture of IMG and AMCORE are similar, so this should be a good fit
for both companies," said David W. Miles, who is senior managing director of
IMG and will become chief operating officer for AMCORE Investment Group. "We
are pleased to be joining a company that understands the investment management
business and is dedicated to building a strong product line."
Mark A. McClurg, who also is a senior managing director at IMG, will
become senior managing director for client development at AMCORE Investment
Group. Kennebeck will remain as AMCORE Investment Group's president and chief
executive officer and Jay Evans, currently AMCORE Capital Management's chief
investment officer, will assume that role at IMG. "The business lines of these
two companies complement each other so well, that this is a win-win situation
all around," said Evans.
AMCORE Financial, Inc., headquartered in northern Illinois, is a
financial services company with assets of over $3.6 billion operating in 41
locations in Illinois and 13 in Wisconsin. The company has 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." Further
information about AMCORE Financial Inc. can be found on the Internet at
http://www.AMCORE.com.
