==============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 0-13393
AMCORE FINANCIAL, INC.
NEVADA 36-3183870
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 Seventh Street, Rockford, Illinois 61104
Telephone Number (815) 968-2241
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.22 par value
Common Stock Purchase Rights
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
X Yes No
- ----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
-----
As of March 16, 1998, 27,130,467 shares of common stock
were outstanding and the aggregate market value of the shares based upon the
average of the bid and asked price held by non-affiliates was approximately
$705,392,000.
==============================================================================
<PAGE>
AMCORE FINANCIAL, INC
The undersigned registrant hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ended DECEMBER 31, 1997 as set forth
on the pages attached hereto:
PART II. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMCORE FINANCIAL, INC.
/s/ John R. Hecht
------------------------------
John R. Hecht
Executive Vice President and
Chief Financial Officer
2
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pursuant to General Instruction F to Form 10-K and Rule 15(d)-21 under the
Securities Exchange Act of 1934, the financial statements required by Form
11-K with respect to the AMCORE Financial Security Plan are furnished as part
of the AMCORE Financial, Inc. Annual Report on Form 10-K for the fiscal year
ended December 31, 1997. As permitted by the rules with respect to Form 11-K,
plan financial statements for the AMCORE Financial Security Plan are furnished
in accordance with the financial reporting requirements of the Employee
Retirement Income Security Act of 1974, as amended (ERISA).
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
LIST OF EXHIBITS
Page
----
Exhibit 23. Consents of Experts and Counsel F-15 of Exhibit 99
Exhibit 99. Additional Exhibit:
Pursuant to Rule 15(d)-21 of the Securities Exchange Act of 1934,
information, financial statements and exhibits required in Form
11-K with respect to:
Page
----
(1) AMCORE Financial Security Plan 4
3
AMCORE FINANCIAL SECURITY PLAN
FINANCIAL REPORT
DECEMBER 31, 1997
<PAGE>
C O N T E N T S
- -------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT F-1 to F-2
- -------------------------------------------------------------------------
FINANCIAL STATEMENTS
Statements of net assets available for benefits (with
fund information) F-3 to F-6
Statements of changes in net assets available for
benefits (with fund information) F-7 to F-8
Notes to financial statements F-9 to F-12
- -------------------------------------------------------------------------
SCHEDULES
I-Line 27a-Schedule of assets held for investment
purposes F-13
V-Line 27d-Schedule of reportable transactions F-14
- -------------------------------------------------------------------------
ACCOUNTANT'S CONSENT F-15
- -------------------------------------------------------------------------
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Trustee and Participants
AMCORE Financial Security Plan
Rockford, Illinois
We have audited the accompanying statements of net assets available for
benefits (with fund information) of AMCORE Financial Security Plan as of
December 31, 1997 and 1996, and the related statement of changes in net assets
available for benefits (with fund information) for the year ended December 31,
1997. These financial statements are the responsibility of the Plan's
trustees. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of AMCORE
Financial Security Plan as of December 31, 1997 and 1996, and the changes in
net assets available for benefits for the year ended December 31, 1997 in
conformity with generally accepted accounting principles.
As described in Note 1 to the financial statements, the Plan changed its
method of presenting financial statements in 1997.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's trustees. The fund information
in the statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of each fund. The
supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
F-1
<PAGE>
The schedule of assets held for investment purposes that accompanies the
Plan's financial statements does not disclose the historical cost of certain
plan assets held by the Plan custodians. In addition, the schedule of
reportable transactions does not disclose the historical cost of assets sold
or the resulting gain or loss. Disclosure of this information is required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
/s/ Mc Gladrey & Pullen, LLP
Rockford, Illinois
June 2, 1998
F-2
<PAGE>
AMCORE FINANCIAL SECURITY PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Participant Directed Funds
---------------------------------------------------------------
Amcore
Vintage U.S. Amcore Amcore Amcore
Government Vintage Fixed Vintage Vintage
Obligation Total Return Equity Balanced
Fund Fund Fund Fund
---------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Common stock of AMCORE Financial, Inc. $ - $ - $ - $ -
AMCORE Bank N.A., Rockford
Common Trust Fund - - - -
Money market deposits 4,891,083 - - -
Shares of registered investment
companies - 7,478,590 31,417,778 3,319,907
Participants' notes - - - -
---------------------------------------------------------------
TOTAL INVESTMENTS 4,891,083 7,478,590 31,417,778 3,319,907
---------------------------------------------------------------
Receivables:
Employer contributions - - - -
Participant contributions - - - -
---------------------------------------------------------------
TOTAL RECEIVABLES - - - -
---------------------------------------------------------------
TOTAL ASSETS 4,891,083 7,478,590 31,417,778 3,319,907
LIABILITIES
Accrued expenses - - - -
---------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $4,891,083 $7,478,590 $31,417,778 $3,319,907
===============================================================
</TABLE>
See Notes to Financial Statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
Non-Participant
Directed Funds
- ------------------------------------------------------------------------------ ----------------
Amcore Employer
AMCORE Vintage Matching
Amcore Common Aggressive Contribution
Stable Asset Stock Loan Growth Stock Contribution Stock
Fund Fund Fund Fund Fund Fund Total
- ------------------------------------------------------------------------------ ---------------- --------------
<S> <C> <C> <C> <C> <C> <C>
$ - $3,173,395 $ - $ - $ - $13,531,640 $16,705,035
6,549,283 - - - - - 6,549,283
- 108,957 - - 80,344 414,930 5,495,314
- - - 3,853,414 - - 46,069,689
- - 165,804 - - - 165,804
- ------------------------------------------------------------------------------ ---------------- --------------
6,549,283 3,282,352 165,804 3,853,414 80,344 13,946,570 74,985,125
- ------------------------------------------------------------------------------ ---------------- --------------
- - - - 1,559,017 - 1,559,017
- - - - 38,488 - 38,488
- ------------------------------------------------------------------------------ ---------------- --------------
- - - - 1,597,505 - 1,597,505
- ------------------------------------------------------------------------------ ---------------- --------------
6,549,283 3,282,352 165,804 3,853,414 1,677,849 13,946,570 76,582,630
- 14,318 - - - - 14,318
- ------------------------------------------------------------------------------ ---------------- --------------
$6,549,283 $3,268,034 $ 165,804 $ 3,853,414 $1,677,849 $13,946,570 $76,568,312
============================================================================== ================ ==============
</TABLE>
F-4
<PAGE>
AMCORE FINANCIAL SECURITY PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Participant Directed Funds
--------------------------------------------------------
Current Return Bond Common Stock
Fund Fund Fund
--------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Investments, at fair value:
Common stock of AMCORE Financial, Inc. $ - $ - $ -
AMCORE Bank N.A., Rockford Common
Trust Fund - - -
U.S. Government obligations - 295,645 -
Money market deposits 4,557,978 160,238 386,803
Shares of registered investment companies - 7,960,275 24,194,392
Participants' notes 21,420
--------------------------------------------------------
TOTAL INVESTMENTS 4,579,398 8,416,158 24,581,195
--------------------------------------------------------
Receivables:
Employer contributions 239,618 418,679 1,194,607
Accrued interest and dividends 19,050 7,023 7,113
Other 4,083 8,698 26,072
--------------------------------------------------------
TOTAL RECEIVABLES 262,751 434,400 1,227,792
--------------------------------------------------------
TOTAL ASSETS $4,842,149 8,850,558 25,808,987
LIABILITIES
Accrued expenses 4,175 1,264 3,220
--------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS 4,837,974 $8,849,294 $25,805,767
========================================================
See Notes to Financial Statements.
F-5
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Non-
Participant
Directed Funds
- ------------------------------------------------------------------------ ---------------
AMCORE Employer
Common Aggressive Matching
Stable Asset Stock Loan Growth Stock Contribution
Fund Fund Fund Fund Stock Fund Total
- ------------------------------------------------------------------------ --------------- ---------------
<S> <C> <C> <C> <C> <C>
$ - $2,216,666 $ - $ - $ 9,019,271 $11,235,937
6,700,934 - - - - 6,700,934
- - - - - 295,645
66,138 12,611 6,388 18,713 237,151 5,446,020
- - - 1,961,680 - 34,116,347
- - 127,506 - - 148,926
- ------------------------------------------------------------------------ --------------- ---------------
6,767,072 2,229,277 133,894 1,980,393 9,256,422 57,943,809
- ------------------------------------------------------------------------ --------------- ---------------
273,451 117,952 - 152,851 35,160 2,432,318
3,962 49 25 553 720 38,495
6,017 2,755 - 6,336 - 53,961
- ------------------------------------------------------------------------ --------------- ---------------
283,430 120,756 25 159,740 35,880 2,524,774
- ------------------------------------------------------------------------ --------------- ---------------
7,050,502 2,350,033 133,919 2,140,133 9,292,302 60,468,583
1,332 5,058 6,413 728 7,368 29,558
- ------------------------------------------------------------------------ --------------- ---------------
$ 7,049,170 $2,344,975 $ 127,506 $ 2,139,405 $ 9,284,934 $60,439,025
======================================================================== =============== ===============
</TABLE>
F-6
<PAGE>
AMCORE FINANCIAL SECURITY PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Participant Directed Funds
----------------------------------------------------------------
Amcore
Vintage U.S. Amcore Amcore Amcore
Government Vintage Fixed Vintage Vintage
Obligation Total Return Equity Balanced
Fund Fund Fund Fund
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Net appreciation in fair value of investments $ - $ 103,149 $ 4,199,667 $ 482,093
Interest 206,417 9,626 20,898 1,347
Dividend 2,872 378,764 3,252,728 76,825
Contributions:
Employer - - - -
Participants:
Payroll withholding 21,651 35,239 129,789 10,911
Rollovers 902 1,353 5,895 -
----------------------------------------------------------------
TOTAL ADDITIONS 231,842 528,131 7,608,977 571,176
----------------------------------------------------------------
Benefits paid 541,664 316,794 994,626 56,272
Administrative expenses 4,731 6,809 28,465 2,905
----------------------------------------------------------------
TOTAL DEDUCTIONS 546,395 323,603 1,023,091 59,177
----------------------------------------------------------------
NET INCREASE (DECREASE) PRIOR
TO INTERFUND TRANSFERS (314,553) 204,528 6,585,886 511,999
Interfund transfers 367,662 (1,575,232) (973,875) 2,807,908
----------------------------------------------------------------
NET INCREASE (DECREASE) 53,109 (1,370,704) 5,612,011 3,319,907
Net assets available for benefits:
Beginning of year 4,837,974 8,849,294 25,805,767 -
----------------------------------------------------------------
End of year $ 4,891,083 $ 7,478,590 $31,417,778 $3,319,907
================================================================
</TABLE>
See Notes to Financial Statements.
F-7
<PAGE>
<TABLE>
<CAPTION>
Non-Participant
Directed Funds
- ------------------------------------------------------------------------------ ---------------
Amcore Employer
AMCORE Vintage Matching
Amcore Common Aggressive Contribution
Stable Asset Stock Loan Growth Stock Contribution Stock
Fund Fund Fund Fund Fund Fund Total
- ------------------------------------------------------------------------------ --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
$ 350,329 $ 946,587 $ - $ 703,038 $ - $ 3,879,495 $10,664,358
9,817 2,179 10,136 1,898 24,602 8,309 295,229
42 56,814 4 61,212 - 241,480 4,070,741
- - - - 1,601,288 881,142 2,482,430
33,116 13,541 - 28,240 689,415 - 961,902
1,353 1,711 - 5,895 260,504 - 277,613
- ------------------------------------------------------------------------------ --------------- -------------
394,657 1,020,832 10,140 800,283 2,575,809 5,010,426 18,752,273
- ------------------------------------------------------------------------------ --------------- -------------
130,707 98,644 21,090 59,320 - 337,371 2,556,488
5,956 2,763 - 3,450 - 11,419 66,498
- ------------------------------------------------------------------------------ --------------- -------------
136,663 101,407 21,090 62,770 - 348,790 2,622,986
- ------------------------------------------------------------------------------ --------------- -------------
257,994 919,425 (10,950) 737,513 2,575,809 4,661,636 16,129,287
(757,881) 3,634 49,248 976,496 (897,960) -
- ------------------------------------------------------------------------------ --------------- -------------
(499,887) 923,059 38,298 1,714,009 1,677,849 4,661,636 16,129,287
7,049,170 2,344,975 127,506 2,139,405 - 9,284,934 60,439,025
- ------------------------------------------------------------------------------ --------------- -------------
$6,549,283 $3,268,034$ 165,804 $3,853,414 $1,677,849 $13,946,570 $76,568,312
============================================================================== =============== =============
</TABLE>
F-8
<PAGE>
AMCORE FINANCIAL SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Financial statement presentation: Since the Plan is subject to the Employee
Retirement Income Security Act of 1974 (ERISA), in 1997 the Plan began
preparing its financial statements and schedules in accordance with the
financial reporting requirements of ERISA rather than in accordance with
Regulation S-X. This change in method of presenting financial statements had
no effect on net assets available for benefits.
Valuation of investments: If available, quoted market prices are used to value
investments. The amounts shown in Note 3 for securities that have no quoted
market price represent estimated fair value. Participants' notes are valued at
face value. Investment in AMCORE Bank N.A., Rockford common trust fund is
valued at net asset value which is determined based on the fair value of the
underlying investments.
Security transactions are accounted for on a trade date basis. Dividend income
is recorded on the ex-dividend date. Interest income is accounted for on the
accrual basis.
Payment of benefits: Benefits are recorded when paid.
Accounting estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and the accompanying notes. Actual results could differ from those
estimates.
NOTE 2. PLAN DESCRIPTION
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General: The Plan is a defined contribution plan covering substantially all
employees of AMCORE Financial, Inc. (AFI) and participating subsidiaries, who
have completed one year of service and have reached the age of 18. It is
subject to the provisions of ERISA.
Contributions: Participants may contribute up to three percent of their
annual wages on a pretax basis. The employer will match the participants'
contributions with cash which is to be used to purchase AMCORE Financial, Inc.
common stock.
The employer contributes three percent of the participant's annual wages each
year to a basic retirement account; these funds are set aside for retirement
and, therefore, are not available for participant loans. At the discretion of
the Board of Directors, the employer may make additional contributions to the
Plan; this contribution may not exceed six percent of the participants' annual
wages.
Participant accounts: Each participant's account is credited with the
participant's contributions and an allocation of the Employer's contribution,
and Plan earnings. Allocations are based on participant earnings, as defined.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account. The plan provides for a
maximum contribution to a participant's account in any plan year of the lesser
of $30,000 or 25% of the participant's compensation.
Payment of benefits: On termination of service, a participant may select one
of several payment options. Withdrawals by a participant are fully taxable,
except for the return of after tax contributions, if any.
F-9
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
NOTE 2. PLAN DESCRIPTION (CONTINUED)
Vesting: Participants are immediately vested in their accounts.
Investment funds: The assets of the Plan are segregated and maintained in ten
separate fund accounts consisting of the Amcore Vintage U.S. Government
Obligation Fund, Amcore Vintage Fixed Total Return Fund, Amcore Vintage Equity
Fund, Amcore Vintage Balanced Fund, Amcore Stable Asset Fund, AMCORE Common
Stock Fund, Loan Fund, Amcore Vintage Aggressive Growth Stock Fund, Employer
Matching Contribution Stock Fund and Contribution Fund. Participants have the
option to invest their account balance and contributions to their respective
account in all of these funds except the Loan Fund, Employer Matching
Contribution Stock Fund and the Contribution Fund, in increments of five
percent of their participating balance. Participants are limited to a maximum
contribution of ten percent to the AMCORE Common Stock Fund. Participants also
have the option to change the allocation of their individual participant's
balance daily.
The Plan provides that fund assets be invested as follows:
Amcore Vintage U.S. Government Obligation Fund (formally known as Current
Return Fund) investments consist of a U.S. government obligations, money
market mutual fund that invests in U.S. government obligations, bonds,
debentures, commercial paper, bankers' acceptances, bank certificates of
deposit and savings instruments.
Amcore Vintage Fixed Total Return Fund (formally known as Bond Fund)
investments consist of a mutual fund that invests in U.S. government
obligations, bonds, debentures, commercial paper, bankers' acceptances,
mortgages and savings instruments which mature beyond one year.
Amcore Vintage Equity Fund (formally known as Common Stock Fund)
investments consist of a mutual fund that invests primarily in large
capitalization equity securities.
Amcore Vintage Balanced Fund (this fund is new in 1997) invests in a
mutual fund that invests in a blend of large capitalization equity and
debt securities.
Amcore Stable Asset Fund (formally known as Stable Asset Fund)
investments consist primarily of high quality fixed and variable rate
insurance company contracts and common trust funds, as well as short term
investments. The Plan provides that a minimum of fifty percent of assets
of this fund can be liquidated in 30 days and the remainder within 12
months.
AMCORE Common Stock Fund consists solely of AMCORE Financial, Inc. (AFI)
common stock. The employees have voting rights in all shares.
Temporarily, assets are held in a money market fund until the AFI stock
is purchased.
Amcore Vintage Aggressive Growth Stock Fund consists of a mutual fund
that invests in relatively volatile small and mid capitalization equity
securities that are poised for above average growth over the long term.
F-10
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
NOTE 2. PLAN DESCRIPTION (CONTINUED)
Employer Matching Contribution Stock Fund consists solely of AFI common
stock. The employees have voting rights in all shares. Temporarily,
assets are held in a money market fund until the AFI stock is purchased.
The employer contributes to this fund in an amount equal to the pretax
contributions made each pay period since the preceding accounting date by
participants in the Plan.
Contribution Fund serves as a temporary account to accumulate
contributions to be allocated to the other funds. This fund invests in
money market instruments.
NOTE 3. INVESTMENTS
The Plan's investments are stated at fair value at December 31, 1997 and 1996
Individual investments that represent five percent or more of the Plan's net
assets are separately identified.
<TABLE>
<CAPTION>
1997 1996
-------------------------
<S> <C> <C>
Investments at fair value as determined by quoted market price:
AMCORE Financial, Inc. common stock $16,705,035 $11,235,937
U.S. Government obligations - 295,645
Registered investment companies:
AMCORE Vintage Fixed Total Return Fund 7,478,590 7,960,275
AMCORE Vintage Equity Fund 31,417,778 24,194,392
AMCORE Vintage Aggressive Growth Stock Fund 3,853,414 1,961,680
Other 3,319,907 -
Money Market deposits:
AMCORE Vintage United States Government Obligations Fund 4,971,427 5,446,020
Other 523,887 -
-------------------------
68,270,038 51,093,949
-------------------------
Investments at estimated fair value:
Common Trust Fund of AMCORE Bank N.A., Rockford:
AMCORE Stable Asset Fund 6,549,283 6,700,934
Participants' notes at principal amount 165,804 148,926
-------------------------
6,715,087 6,849,860
-------------------------
TOTAL INVESTMENTS $74,985,125 $57,943,809
=========================
</TABLE>
During the year ended December 31, 1997, the Plan's investments (including
investments bought, sold and held during each year) appreciated (depreciated)
in value by $10,664,358 as follows:
Investments at fair value as determined by quoted market price:
AMCORE Financial, Inc. common stock $ 4,826,082
U.S. government obligations (1,645)
Shares or registered investment companies 5,489,592
------------
Investments at estimated fair value: 10,314,029
Common trust fund 350,329
------------
$10,664,358
============
F-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
NOTE 4. TRANSACTIONS WITH RELATED PARTY
Certain Plan investments are shares of registered investment companies, a
common trust fund and money market deposits which are managed by AMCORE
Investment Group N.A. Rockford, which is the trustee as defined by the Plan,
and therefore, these transactions qualify as party-in-interest.
NOTE 5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Employer has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination,
the net income or loss to the date of termination, less any distribution
expenses and liquidation costs, shall be distributed proportionately to the
participants' accounts and participants will be entitled to receive the value
of their accounts.
NOTE 6. PARTICIPANT LOANS
Participants are eligible to obtain loans from the Plan in the event of
financial hardship as defined by the Plan. The loans are limited to the lesser
of $50,000 or 50% of the nonforfeitable accrued benefit of the participant
under the plan, excluding the participant's accrued benefit attributable to
the basic retirement account. Participants' loans in the Loan Fund are charged
interest at a rate which is based on prime at loan date and is fixed for the
life of the loan. The loans are collateralized by the participants' vested
interest in the Plan. All new loans to participants are accounted for in the
Loan Fund.
NOTE 7. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Employer by
letter dated April 28, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The
plan administrator believes that the Plan is designed and currently being
operated in compliance with the applicable requirements of the IRC.
NOTE 8. EXPENSES
Prior to the year ended December 31, 1997, all costs of administering the Plan
were paid by the Sponsor. Administrative expenses totaled $66,450 for the year
ended December 31, 1997. The increase in administration expenses is due to the
sponsor no longer performing administration activities for the Plan. During
1997 these activities were performed by a third party.
F-12
<PAGE>
AMCORE FINANCIAL SECURITY PLAN
I-LINE 27(A)-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or
Principal Current
Description Amount Cost Value
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common stock
AMCORE Financial, Inc. 664,877 $7,338,245 $16,705,035
-----------
Common trust fund:
AMCORE Stable Asset Fund 362,841 * 6,549,283
-----------
Money market deposits:
AMCORE Vintage United States
Government
Obligations Fund 4,971,427 4,971,427 4,971,427
Fidelity Institutional Cash Portfolios U.S.
Treasury Portfolio 523,887 523,887 523,887
-----------
TOTAL MONEY MARKET DEPOSITS 5,495,314
-----------
Shares of registered investment companies:
AMCORE Vintage Fixed Total Return Fund 749,358 * 7,478,590
AMCORE Vintage Balanced Fund 235,622 * 3,319,907
AMCORE Vintage Equity Fund 1,667,610 * 31,417,778
AMCORE Vintage Aggressive Growth Stock
Fund 253,514 * 3,853,414
-----------
TOTAL SHARES OF REGISTERED
INVESTMENT COMPANIES 46,069,689
-----------
Participants' notes 165,804 165,804 165,804
-----------
TOTAL INVESTMENTS $74,985,125
===========
</TABLE>
*Cost is not available
F-13
<PAGE>
AMCORE FINANCIAL SECURITY PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Total
Number Total Total
of Number Purchase
Identity of Party Involved Description of Asset Purchases of Sales Price
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AMCORE Vintage Fixed Registered Investment
Total Return Fund Company 62 74 $ 1,587,380
AMCORE Stable Asset Registered Investment
Fund Company 59 65 1,468,261
AMCORE Vintage Balanced Registered Investment
Fund Company 82 40 3,096,527
AMCORE Vintage Equity Fund Registered Investment
Company 98 85 6,631,081
AMCORE Vintage US Govt.
Obligations Fund Money Market 313 180 20,425,857
Total
Cost of Total
Sold Selling Net Gain
Identity of Party Involved Securities Price (Loss)
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
AMCORE Vintage Fixed
Total Return Fund $ * $ 2,173,859 $ *
AMCORE Stable Asset
Fund * 1,970,241 *
AMCORE Vintage Balanced
Fund * 258,713 *
AMCORE Vintage Equity Fund
* 3,607,362 *
AMCORE Vintage US Govt.
Obligations Fund 20,900,450 20,900,450 -
*Cost and selling gain or loss are not available.
</TABLE>
F-14
<PAGE>
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 33-10446) under the Securities Act of 1933 of AMCORE
Financial, Inc. of our report dated June 2, 1998 on our audits of the
financial statements of AMCORE Financial Security Plan as of December 31, 1997
and 1996, and for the year ended December 31, 1997 and supporting schedule as
of December 31, 1997, which is included in the annual report on Form 11-K for
the year ended December 31, 1997.
/s/ Mc Gladrey & Pullen, LLP
Rockford, Illinois
June 22, 1998
F-15
