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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1997
REGISTRATION NO. 333-25375
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMCORE FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
6022
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
36-3183870
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
AMCORE CAPITAL TRUST I
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS TRUST AGREEMENT)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
6719
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
36-7185946
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
501 SEVENTH STREET
ROCKFORD, ILLINOIS 61104
(815) 968-2241
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
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JOHN R. HECHT
SENIOR VICE PRESIDENT
501 SEVENTH STREET
ROCKFORD, ILLINOIS 61104
(815) 968-2241
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENTS FOR SERVICE)
------------------------
COPIES TO:
WILLIAM R. KUNKEL
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE(2)
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Series B Capital Securities of AMCORE Capital Trust
I(3)............................................. $40,000,000 100% $40,000,000 $12,122
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Series B Junior Subordinated Deferrable Interest
Debentures of AMCORE Financial, Inc.(2)..........
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AMCORE Financial, Inc. Series B Guarantee with
respect to Series B Capital Securities(4)........
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Total.......................................... $40,000,000(5) 100% $40,000,000(6) $12,122
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(1) Estimated solely for the purpose of computing the registration fee.
(2) No separate consideration will be received for the Series B Junior
Subordinated Deferrable Interest Debentures of AMCORE Financial, Inc. (the
"Junior Subordinated Debentures") distributed upon any liquidation of AMCORE
Capital Trust I.
(3) Includes $19,750,000 aggregate Liquidation Amount of Series B Capital
Securities of AMCORE Capital Trust I (together with a like aggregate
principal amount of AMCORE Financial, Inc.'s Series B Junior Subordinated
Deferrable Interest Debentures and Series B Guarantee with respect to such
Series B Capital Securities, the "Private Exchange Securities") to be issued
and delivered in connection with the Private Exchange (as defined herein).
No separate registration fee is payable in respect of the Private Exchange
Securities.
(4) No separate consideration will be received for the AMCORE Financial, Inc.
Series B Guarantee.
(5) This Registration Statement is deemed to cover rights of holders of Junior
Subordinated Debentures under the Indenture, the rights of holders of Series
B Capital Securities of AMCORE Capital Trust I under a Declaration of Trust,
the rights of holders of such Capital Securities under the Series B
Guarantee and certain backup undertakings as described herein.
(6) Such amount represents the aggregate liquidation amount of the AMCORE
Capital Trust I Series B Capital Securities to be exchanged hereunder and
the AMCORE Capital Trust I Series B Capital Securities to be issued in the
Private Exchange. Such amount is equal to the aggregate principal amount of
Junior Subordinated Debentures that may be distributed to holders of such
Capital Securities upon any liquidation of AMCORE Capital Trust I.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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EXHIBIT
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*4.1 Indenture of AMCORE Financial, Inc. relating to the Junior
Subordinated Debentures
*4.2 Form of Certificate of New Junior Subordinated Debenture
(included as Exhibit A to Exhibit 4.1)
*4.3 Certificate of Trust of AMCORE Capital Trust I
*4.4 Declaration of Trust of AMCORE Capital Trust I
*4.5 Amended and Restated Declaration of Trust of AMCORE Capital
Trust I
*4.6 Form of New Capital Security Certificate for AMCORE Capital
Trust I (included as Exhibit A-1 to Exhibit 4.5)
*4.7 Form of New Guarantee of AMCORE Financial, Inc. relating to
the New Capital Securities
*4.8 Registration Rights Agreement
*5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois)
to AMCORE Financial, Inc. and to AMCORE Capital Trust I as
to legality of the New Junior Subordinated Debentures and
the New Guarantee to be issued by AMCORE Financial, Inc. and
the legality of the New Capital Securities to be issued by
AMCORE Capital Trust I
*8 Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois),
special tax counsel, as to certain federal income tax
matters
*12.1 Computation of ratio of earnings to combined fixed charges
(excluding interest on deposits)
*12.2 Computation of ratio of earnings to combined fixed charges
(including interest on deposits)
*23.1 Consent of McGladrey & Pullen, LLP
*23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
(included in Exhibits 5.1 and 8)
*24 Power of Attorney of certain officers and directors of
AMCORE Financial, Inc.
*25.1 Form T-1 Statement of Eligibility of The First National Bank
of Chicago to act as trustee under the Indenture
*25.2 Form T-1 Statement of Eligibility of The First National Bank
of Chicago to act as trustee under the Amended and Restated
Declaration of Trust of AMCORE Capital Trust I
*25.3 Form T-1 Statement of Eligibility of The First National Bank
of Chicago to act as trustee under the New Guarantee for the
benefit of the holders of New Capital Securities of AMCORE
Capital Trust I
*99.1 Form of Letter of Transmittal
*99.2 Form of Notice of Guaranteed Delivery
*99.3 Form of Exchange Agent Agreement
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* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, AMCORE
Financial, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-4 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rockford, State of
Illinois, on the 13th day of May, 1997.
AMCORE FINANCIAL, INC.
By: /s/ JOHN R. HECHT
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(John R. Hecht)
(Senior Vice President and
Chief Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the date set forth above.
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SIGNATURE TITLE
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/s/ ROBERT J. MEULEMAN* Director, President and Chief Executive Officer
- --------------------------------------------- (principal executive officer)
(Robert J. Meuleman)
/s/ JOHN R. HECHT* Senior Vice President and Chief Financial Officer
- --------------------------------------------- (principal financial officer and principal accounting
(John R. Hecht) officer)
/s/ MILTON R. BROWN* Director
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(Milton R. Brown)
/s/ LAWRENCE E. GLOYD* Director
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(Lawrence E. Gloyd)
/s/ TED ROSS* Director
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(Ted Ross)
/s/ JACK D. WARD, ESQ.* Director
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(Jack D. Ward, Esq.)
/s/ RICHARD C. DELL* Director
- ---------------------------------------------
(Richard C. Dell)
/s/ THERESA PAULETTE GILBERT* Director
- ---------------------------------------------
(Theresa Paulette Gilbert)
/s/ ROBERT A. HENRY* Director
- ---------------------------------------------
(Robert A. Henry)
*By /s/ JOHN R. HECHT
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ATTORNEY-IN-FACT
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Pursuant to the requirements of the Securities Act of 1933, AMCORE Capital
Trust I certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-4 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rockford, State of Illinois, on the
13th day of May, 1997.
AMCORE CAPITAL TRUST I
By: /s/ JOHN R. HECHT
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John R. Hecht,
as Administrative Trustee
By: /s/ GREG SPRAWKA
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Greg Sprawka,
as Administrative Trustee
By: /s/ YVETTE POWELL
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Yvette Powell,
as Administrative Trustee
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