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
April 18,1997
AMCORE FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
Commission file number 0-13393
NEVADA 36-3183870
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(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
501 Seventh Street. Rockford, Illinois 61104
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(815)968-2241
Page 1 of 5
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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Effective April 18, 1997, AMCORE Financial, Inc. consummated the merger with
First National Bancorp, Inc. (FNB). The transaction resulted in the issuance
of 7.54 shares of AMCORE Common Stock for each of the 249,539 outstanding FNB
shares. A total of 1,881,524 shares of AMCORE Common Stock were issued in the
merger with cash paid in lieu of fractional shares. FNB is the parent
corporation of First National Bank and Trust (Bank) in Monroe, Wisconsin. The
Bank has five branch locations. At March 31, 1997, FNB had unaudited
consolidated assets of approximately $219 million and approximately $20
million in unaudited total stockholders' equity. The transaction will be
accounted for as a pooling of interests under APB Opinion No.16. FNB operates
its principal executive office in Monroe, Wisconsin, and corporate-wide has
105 employees. The transaction was consummated pursuant to an Agreement
dated as of October 30,1996.
The Company's press release dated April 18,1997 regarding the transaction
reported herein is attached hereto as an Exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
99.1 Press Release dated April 18.1997
Page 2 of 5
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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.
AMCORE FINANCIAL, INC.
/s/ John R. Hecht
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John R. Hecht
Senior Vice President & Chief
Financial Officer
Date: April 30, 1997
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Page 3 of 5
News Release
Date: April 18, 1997
Contact:
Katherine Taylor
815-961-7164
AMCORE
BANK
LOGO
AMCORE FINANCIAL, INC., COMPLETES ACQUISITION OF FIRST
NATIONAL BANCORP, MONROE, WISCONSIN
ROCKFORD, IL - AMCORE Financial, Inc. today took a major step toward
becoming a regional financial institution. The acquisition of First National
Bancorp of Monroe, Wis., was completed taking AMCORE across state lines for
the first time.
"This truly is a historic moment for AMCORE," says Robert J. Meuleman,
president and chief executive officer. "We now officially are a multi-state
financial institution."
First National Bancorp has assets of approximately $215 million. The
acquisition brings AMCORE's assets to over $3 billion. AMCORE issued 1,881,524
shares of its stock in exchange for all of First National's 249,539 common
shares outstanding. First National Bancorp owns the First National Bank and
Trust of Monroe.
First National has 105 employees and five offices in southern Wisconsin,
including Monroe, New Glarus, Belleville and two in Madison. Monroe is 50
miles from Rockford.
AMCORE will record during the second quarter an after tax charge of about
a $1.3 million, or eight cents per share, for expenses related to the merger.
Last year, First National earned nearly $2.8 million. "This is a well run bank
with a strong management team," says Meuleman. "Its culture is similar to
AMCORE's, so this will be a good fit for both organizations."
Meuleman says AMCORE offers the communities it serves the resources of a
large bank, yet encourages its affiliates to retain their local autonomy and
community commitment. Both banks follow the community banking philosophy. "Our
goal is to offer our customers a broad range of products and services so we
can meet their financial needs better than any of our competitors," he says.
AMCORE Bank N.A. Rockford
501 Seventh Street, Post Office Box 1537, Rockford, Illinois 61110-0037
Telephone 815-968-2241
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AMCORE plans to broaden further its position in southern Wisconsin later
this summer when it finalizes the acquisition of Country Bank Shares
Corporation of Mount Horeb. Country Bank Shares has facilities in nine
communities and has assets of approximately $300 million. AMCORE will have
assets in excess of $3.3 billion and 54 locations when the Country Bank Shares
acquisition is completed.
"We no longer are just an Illinois institution," savs Meuleman. "We
intend to remain on our course of becoming an acquirer of choice and building
on our reputation as a super community bank."
First National will become AMCORE's sixth subsidiary bank, operating as
AMCORE Bank N.A., South Central. AMCORE currently operates 41 locations in
northern Illinois through five subsidiary banks: AMCORE Bank N.A., Rockford;
AMCORE Bank N.A., Northwest; AMCORE Bank N.A., Rock River Valley; AMCORE Bank
N.A., North Central and AMCORE Bank, Aledo.
AMCORE also has five 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 bill collection service.
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 common stock is listed on NASDAQ under the symbol "AMFI." AMCORE
Financial Inc., may be reached on the Internet at http://www.AMCORE.com.
