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
MARCH 27, 1998
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
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective March 27, 1998, AMCORE Financial, Inc. consummated the
merger with Midwest Federal Financial Corp. (Midwest Federal). The
transaction resulted in the issuance of 1.174 shares of AMCORE Common Stock
for each of the 1,628,924 outstanding Midwest Federal shares. A total of
1,912,357 shares of AMCORE Common Stock were issued in the merger. Midwest
Federal is a savings and loan holding company, which fully owns a
federally-chartered savings bank operating in six communities in central
Wisconsin. Midwest Federal has consolidated assets of approximately $212
million and approximately $17 million in total stockholders' equity. The
transaction will be accounted for as a pooling of interests under APB Opinion
No. 16. Midwest Federal operates its principal executive office in Baraboo,
Wisconsin, and corporate-wide has 96 employees. The transaction was
consummated pursuant to an Agreement dated November 11, 1997, as amended.
The Company's press release dated March 27, 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 March 27, 1998
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 hereunder duly authorized.
AMCORE FINANCIAL, INC.
By: /s/ John R. Hecht
---------------------------------
Name: John R. Hecht
Title: Executive Vice President &
Chief Financial Officer
Date: April 10, 1998
Page 3 of 5
NEWS RELEASE
March 27, 1998
Katherine Taylor AMCORE
Investor Relations Manager FINANCIAL, INC.
815-961-7164
John Hecht
Chief Financial Officer
815-961-2787
AMCORE COMPLETES ITS ACQUISITION OF
MIDWEST FEDERAL FINANCIAL CORP.
AMCORE'S ASSETS NOW AT $4 BILLION
ROCKFORD - AMCORE Financial, Inc., has expanded its presence in Wisconsin
with the completion of the acquisition of Midwest Federal Financial Corp.,
based in Baraboo, WI., with over $212 million in assets and nine offices.
"Midwest Federal has a history of outstanding financial performance and has
an excellent management team," said Robert J. Meuleman, president and chief
executive officer. "We are pleased they are joining our company."
AMCORE will exchange 1.174 shares of its stock for each of the 1,628,924
Midwest Federal shares outstanding. The transaction will be accounted for as a
pooling of interests.
Acquisition expenses of $3.2 million will be recorded at the time of
closing. This merger charge is comprised of investment banking, legal and
accounting fees, severance and other integration expenses.
Following the acquisition, AMCORE will have $4.0 billion in total assets,
including over $800 million in bank assets and 25 locations in Wisconsin,
making AMCORE the eighth largest bank in the state.
The acquisition of Midwest Federal expanded AMCORE's market area north of
Dane County along Interstate 90 into Sauk, Columbia and Green Lake counties.
AMCORE's Wisconsin market now encompasses eight counties with a total
population of over 800,000.
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"This is a strong viable market with great growth potential," said
Meuleman. "We look at this as more than just an acquisition of assets, but
rather as an acquisition of new markets and new customers to offer our
products and services."
In addition to offering core banking products, AMCORE has a variety of
trust, investment and insurance products that it plans to offer in the Midwest
Federal market.
"We were impressed with AMCORE's commitment to the local market and we look
forward to offering our customers an expanded product line," said Gary E.
Wegner, president and chief executive officer of Midwest Federal. "AMCORE's
super community banking philosophy allows local management to respond to each
of its communities' unique needs."
Midwest Federal is a savings and loan holding company, which owns 100
percent of Baraboo Federal Bank, FSB, a federally-chartered savings bank. The
company has offices in Baraboo, Portage, Sauk City, Lodi, Kingston and Dalton.
Midwest Federal offices will adopt the AMCORE name at closing.
In addition to its banking operations, AMCORE's holdings include four
financial services companies: AMCORE Investment Group, which provides trust
and brokerage services, and through its wholly owned subsidiary, Investors
Management Group, provides capital management and mutual fund administrative
services, and is the investment advisor for 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 trades on The Nasdaq Stock Market under the symbol
"AMFI." Further information about AMCORE Financial Inc. can be found at our
website at http://www.AMCORE.com.
