AMCORE FINANCIAL INC
8-K, 1997-08-22
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

                               AUGUST 18, 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 5
<PAGE>

ITEM 5.     OTHER EVENTS

     On August 18, 1997, AMCORE Financial, Inc. (AMCORE) announced the
declaration of a three-for-two stock split and declared a quarterly cash
dividend of $.18 per share.

     The cash dividend of $.18 per share will be paid to stockholders of
record on September 5, 1997 and is payable September 12, 1997 on the pre split
shares.

     The stock split will be issued to stockholders of record on September 5,
1997 and will be distributed on September 17, 1997.  Stockholders will receive
one new share of AMCORE stock for each two shares of AMCORE stock owned as of
the record date.  Cash will be distributed to stockholders in lieu of
fractional shares.


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

          (c)     Exhibits

               99.1          Press Release dated August 18, 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 hereunder duly authorized.



                         AMCORE FINANCIAL, INC.



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



Date:     August 22, 1997

                                 Page 3 of 5



                                                           News Release

        Date:
                   Aug. 18, 1997

        Contact:
                   Katherine Taylor
                   Investor Relations Manager
                   815-961-7164

                   John Hecht
                   Chief Financial Officer
                   815-961-7003


                    AMCORE FINANCIAL SPLITS STOCK 3-FOR-2;
                    INCREASES DIVIDEND 12.5 % TO 18 CENTS

        ROCKFORD, IL - Expressing confidence in the future, AMCORE's Board of
Directors announced a three-for-two stock split and declared a 12.5 percent
increase in its quarterly dividend to 18 cents.

        "This is a strong message we are sending to the investment community
about the confidence we have in our company and our future growth strategies,"
said Robert J. Meuleman, president and chief executive officer.

        "We are especially pleased with the progress of our Wisconsin
acquisitions and we look forward to the completion of the previously announced
merger with Investors Management Group, Iowa's largest independent asset
manager," Meuleman said. "Both of these transactions represent important
additions to AMCORE's markets and financial services offered. Each is expected
to make positive contributions to our future performance."

        The cash dividend will be paid to shareholders of record on Sept. 5,
1997, and is payable Sept. 12, 1997 on the pre-split shares. The previous
quarterly dividend was 16 cents per share.

        The stock split will be issued to shareholders of record on Sept. 5,
1997, and will be distributed on Sept. 17, 1997. Shareholders will receive one
new share of AMCORE common stock for each two shares of AMCORE common stock
owned as of the record date. Cash will be distributed to shareholders in lieu
of fractional shares.

        "In addition to returning a greater yield to our shareholders, this
will keep our stock trading in a price range that may broaden our shareholder
base," said Meuleman.





AMCORE Financial, Inc.
501 Seventh Street, Post Office Box 1537, Rockford, Illinois 61110-0037
Telephone 8155 968-2241

<PAGE>

        This news release, other than historical financial and other
information, may consist of forward looking statements that involve risks 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 Dec.
31, 1996. Actual results may vary materially.

        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.

        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.




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