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
FEBRUARY 17, 1998
AMCORE FINANCIAL, INC.
(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 Number)
501 Seventh Street, Rockford, Illinois 61104
(815) 968-2241
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective February 17, 1998, AMCORE Financial, Inc. consummated the
acquisition of Investors Management Group, Ltd. (IMG). AMCORE issued 270,139
shares at closing with additional shares to be issued contingent upon IMG's
future performance. IMG is an asset management firm with approximately $1.6
billion in assets under management, operating its principal executive office
in Des Moines, Iowa, with 24 employees corporate wide. The transaction will be
accounted for as a purchase under APB Opinion No. 16.The transaction was
consummated pursuant to an Agreement dated as of September 30, 1997.
The Company's press release dated February 17, 1998 regarding the
transaction reported herein is attached hereto as an Exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated February 17, 1998
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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 hereunder duly authorized.
AMCORE FINANCIAL, INC.
By: /s/ John R. Hecht
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Name: John R. Hecht
Title: Executive Vice President &
Chief Financial Officer
Date: March 4, 1998
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NEWS RELEASE
February 17, 1998
Katherine Taylor AMCORE
Investor Relations Manager FINANCIAL, INC.
815-961-7164
AMCORE Financial Acquires Investors Management Group
ROCKFORD -- AMCORE Financial, Inc., strengthened its asset management
business today with the completion of the acquisition of Investors Management
Group, (IMG) Des Moines, Iowa's largest independent asset management firm.
"Trust and asset management is a strong core business for us and
differentiates AMCORE as a leading financial services company," said Robert J.
Meuleman, president and chief executive officer. "The addition of IMG will
allow us to expand our investment services business with the addition of an
excellent company that has a solid reputation, strong investment products and
talented investment managers."
IMG, with $1.6 billion in assets under management, will become an
investment subsidiary of AMCORE Investment Group, Inc., along with AMCORE
Capital Management, Inc., Rockford, IL. With the acquisition, AMCORE now has
over $3.7 billion in assets under management and ranks in the top 15 percent
of U.S. asset management firms. Assets in AMCORE's investment management
business now equals banking assets.
AMCORE issued common shares as consideration in the acquisition. Half of
the total consideration was to be paid at closing with the remainder payable
over a three-year period, subject to earnings performance.
"The combination of these two asset management companies is a win-win
situation for our customers because we can offer a wider variety of products
and investment expertise," said Alan W. Kennebeck, president and chief
executive officer of AMCORE Investment Group, Inc. "Already we have
implemented some changes and expanded our product line."
IMG is known for its fixed-income products, institutional account
business and mutual fund administration. AMCORE is known for its equity
management team and retail distribution system. The strengths of the two
companies complement each another.
Another benefit of the acquisition is that the administration of the
Vintage Mutual Funds will now be provided by IMG, and will capture the
revenues previously paid to a third-party administrator. Bringing the fund
administration in-house is expected to lower expenses, while offering
customers additional investment options. IMG manages stock, bond and money
market portfolios for financial institutions, government bodies, businesses,
pension plans, foundations and individuals.
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"We are pleased with the combination of these two strong investment firms
and believe customers from both companies will benefit from the expanded
product line, mutual fund administration and variety of investment expertise,"
said David Miles, senior managing director of IMG and chief operating officer
of AMCORE Investment Group, Inc.
AMCORE Financial, Inc., headquartered in northern Illinois, is a
financial services company with banking assets of $3.7 billion and 10 banks
operating in 57 locations in Illinois and Wisconsin. The company also has four
financial services companies: AMCORE Investment Group, N.A., including trust
services, a capital management company, a brokerage company and the Vintage
family of mutual funds; AMCORE Mortgage, Inc.; AMCORE Consumer Finance
Company, Inc. and AMCORE Insurance Group, Inc.
This news release, other than historical financial and other information
may contain forward-looking statements that involve risk and uncertainties.
Factors that may cause actual results to differ materially from those
contemplated, projected, forecasted or estimated in such forward-looking
statements include, among others, the following possibilities: (i) heightened
competition, including the intensification of price competition, the entry of
new competitors and the formation of new products by new and existing
competitors; (ii) adverse state and federal legislation and regulation; (iii)
failure to obtain new customers or retain existing customers; (iv) inability
to carry out marketing and/or expansion plans; (v) loss of key executives;
(vi) changes in interest rates; (vii) general economic and business conditions
which are less favorable than expected; (viii) unanticipated changes in
industry trends; and (ix) changes in Federal Reserve Board Monetary policies.
AMCORE common stock is listed on NASDAQ under the symbol "AMFI." Further
information about AMCORE Financial Inc. can be found at our website at
http://www.AMCORE.com.
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