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 20, 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
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 20, 1998, AMCORE Financial, Inc. ("Registrant") engaged the accounting
firm of KPMG Peat Marwick LLP (KPMG), as its independent accountants. KPMG
replaces McGladrey & Pullen, LLP ("McGladrey") as of the date reported above.
The change in the Registrant's independent accountants was the result of a
formal proposal process involving three accounting firms. The change followed a
decision by the Registrant to outsource its internal auditing function to
McGladrey. The decision to change accountants was approved by the Registrant's
Audit and Executive Committee's of the Board of Directors.
During the two most recent fiscal years and the subsequent interim period prior
to June 30, 1998, there have been no disagreements with McGladrey on any matter
of accounting principles or practices, financial statement disclosures, auditing
scope or procedure, nor any reportable events.
McGladrey's report on the consolidated financial statements for the past two
years contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
None of the following events has occurred within the Registrant's two most
recent fiscal years or the subsequent interim period preceding the change in
accountants:
(A) McGladrey has not advised the Registrant that the internal
controls necessary for the Registrant to develop reliable financial statements
do not exist;
(B) McGladrey has not advised the Registrant that information had
come to its attention that led it to no longer be able to rely on management's
representations, or that made it unwilling to be associated with the financial
statements prepared by management;
(C) McGladrey has not advised the Registrant of the need to expand
significantly the scope of its audit, or that information has come to its
attention that if further investigated could (i) materially impact the fairness
or reliability of either a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most recent financial
statements covered by an audit report (including information that could prevent
it from rendering an unqualified report on those financial statements) or cause
it to be unwilling to rely on management's representations or to be associated
with the Registrant's financial statements, and (ii) due to McGladrey's
resignation, or for any other reason, McGladrey did not so expand the scope of
its audit or conduct such further investigation; or,
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(D) McGladrey has not advised the Registrant that information has
come to its attention that it concluded materially impacts the fairness or
reliability of either (i) a previously issued audit report or the underlying
financial statements, or (ii) the financial statements issued or to be issued
covered by an audit report (including information that, unless resolved to
McGladrey's satisfaction, would prevent it from rendering an unqualified audit
report on those financial statements), and due to McGladrey's resignation, or
for any other reason, the issue has not been resolved to the accountant's
satisfaction prior to its resignation.
During the two most recent fiscal years, and the subsequent interim period prior
to engaging KPMG, neither the Registrant nor anyone on its behalf, consulted
KPMG regarding (i) either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's financial statements, where
either a written report was provided to the Registrant or oral advice was
provided, which advice was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was the subject of a disagreement (as defined in
paragraph 304(a)(1)(v) of Regulation S-K).
The Registrant has requested that McGladrey furnish it with a letter addressed
to the SEC stating whether it agrees with the above statements. A copy of
McGladrey's letter to the SEC dated August 24, 1998 is attached as an exhibit to
this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter re Change in Certifying Accountant
99.1 Press Release dated August 24, 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: August 27, 1998
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Exhibit 16.1
August 24, 1998
Securities and Exchange Commission
Washington, DC 20549
We were previously the independent accountants for AMCORE Financial, Inc., and
on January 19, 1998, we reported on the consolidated balance sheets of AMCORE
Financial, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, stockholders' equity, and cash flows
for each of the years in the three year period ended December 31, 1997. On
August 20, 1998, we resigned as independent accountants of AMCORE Financial,
Inc.
We have read AMCORE Financial, Inc.'s statements included under Item 4 of its
Form 8-K dated August 20, 1998, and agree with such statements except that we
are not in a position to agree or disagree with the Company's statement that the
Company has engaged an accounting Firm that has not previously been consulted on
accounting, auditing, or financial reporting issues.
McGladrey & Pullen, LLP
Exhibit 99.1
NEWS RELEASE
Date:
August 24, 1998
Contact:
Katherine Taylor AMCORE
Investor Relations Manager FINANCIAL, INC.
815-961-7164
AMCORE FINANCIAL NAMES NEW INDEPENDENT ACCOUNTING FIRM
ROCKFORD - AMCORE Financial, Inc., has selected KPMG Peat Marwick LLP, as
its independent accounting firm effective for the 1998 fiscal year.
The move followed a decision by the Company to outsource its internal
auditing function to McGladrey and Pullen LLP, which had served as AMCORE's
long-standing independent accounting firm. The decision to change accountants
was approved by AMCORE's Audit and Executive Committees of the Board of
Directors.
"We're looking forward to working with KPMG Peat Marwick and their team of
seasoned professionals," said Robert J. Meuleman, president and chief executive
officer. "McGladrey has served us well for many years and our decision to use
them as our internal auditors meant that we had to find a new independent
accounting firm."
KPMG Peat Marwick was selected because of their commitment to quality in
serving financial services clients throughout the Midwest and nationally. KPMG
has not been engaged in any recent years to provide any accounting advice or
audit services to AMCORE.
McGladrey and Pullen's reports on AMCORE's financial statements for the two
fiscal years ending December 31, 1996 and 1997, contained no adverse opinion or
a disclaimer of opinions, and were not qualified or modified as to uncertainty,
audit scope or accounting principles. There were no disagreements with
McGladrey and Pullen on any matter of accounting principle or practice,
financial statement disclosure or audit procedure or scope.
AMCORE Financial, Inc., headquartered in northern Illinois, is a financial
services company with banking assets of $4 billion and 11 banks operating in 68
locations in Illinois and Wisconsin. The company also has 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.
AMCORE common stock is listed 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.
