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
January 31, 1997
_________________________________
(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)
Not Applicable
_____________________________________________________________
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On January 31, 1997, AMCORE Financial, Inc.
("AMCORE") and Country Bank Shares Corporation ("Country")
announced the signing of a definitive agreement for AMCORE to
acquire Country, a five-bank holding company with assets of
approximately $300 million, following Country's pending
acquisition of Belleville Bancshares Corporation. Country
shareholders will receive 4.3267 shares of AMCORE common stock
for each outstanding share of Country common stock. The
transaction is expected to be completed in mid-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
January 31, 1997
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.
Dated: February 5, 1997
AMCORE FINANCIAL, INC.
By: /s/ John R. Hecht
Name: John R. Hecht
Title: Senior Vice President
Chief Financial Officer
EXHIBIT INDEX
Exhibit Page
Number Description Number
99.1 Press Release,
dated January 31, 1997
EXHIBIT 99.1
PRESS RELEASE
Date:January 31, 1997
Contact: John R. Hecht
815-961-7171
AMCORE REACHES DEFINITIVE AGREEMENT TO ACQUIRE
COUNTRY BANK SHARES CORPORATION, OF MOUNT HOREB, WIS.
ROCKFORD IL AMCORE Financial, Inc. and Country Bank Shares
Corporation (Country), based in Mount Horeb, Wis., jointly
announced today they have entered into a definitive agreement for
AMCORE to acquire Country. The companies signed a letter of
intent for the merger in the fourth quarter of 1996.
The agreement calls for Country shareholders to receive
4.3267 shares of AMCORE common stock for each share of the
Wisconsin company. Country will have approximately 440,000
shares outstanding upon completion of its pending merger with
Belleville Bancshares Corporation.
The agreement also provides that if AMCORE common stock
exceeds $24 per share, AMCORE may terminate the transaction,
unless Country accepts a lower exchange ratio that would fix the
maximum value for Country at approximately $45.6 million.
Country may terminate the transaction if AMCORE's common stock
falls below $19 per share, unless AMCORE accepts a higher
exchange ratio to fix a minimum value for Country of
approximately $36.2 million.
The transaction, which is expected to close in mid-1977,
will be accounted for as a pooling of interests and is subject to
approval by regulatory agencies, Country shareholders and other
customary conditions, including Country completing its
acquisition of Belleville Bancshares Corporation.
Country has nine locations and assets of approximately $300
million. AMCORE has $2.8 billion in assets and 42 Illinois
locations. Additionally, AMCORE entered into a definitive
agreement to acquire a second Wisconsin bank holding company,
First National Bancorp, based in Monroe, Wis. Upon completion of
both transactions, AMCORE will have 14 banking locations in
Wisconsin, 42 in Illinois and assets of approximately $3.3
billion.
AMCORE Financial, Inc. is a northern Illinois-based bank
holding company that, in addition to its bank operations, has
five primary financial service subsidiaries: AMCORE Investment
Group N.A., which includes 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 collection service.
AMCORE common stock is listed on NASDAQ under the symbol
"AMFI." AMCORE Financial, Inc. may be reached at: www.amcore.com
on the Internet.
