As filed with the Securities and Exchange Commission on October 20, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
ASSOCIATED BANC-CORP
(Exact name of registrant as specified in its charter)
Wisconsin 39-1098068
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
112 North Adams Street
P.O. Box 13307
Green Bay, WI 54307-3307
(414)433-3166
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Brian R. Bodager, Esq.
General Counsel and Corporate Secretary
112 North Adams Street
P. O. Box 13307
Green Bay, WI 54307-3307
(414)433-3166
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: November 15, 1995
(first dividend payment date after effective date).
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. X
---
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities registered offering price aggregate registration
to be registered per unit (1) offering price(1) fee
- - -------------------------------------------------------------------------------
Common Stock....... 200,000 $ 36.875 $7,375,000.00 $2,543.00
===============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the
basis of the average of the high ($37.25) and low ($36.50) prices of the
Registrant's common stock as reported on the NASDAQ Stock Market on October 13,
1995.
PROSPECTUS
Associated Banc-Corp
--------------------
AUTOMATIC DIVIDEND REINVESTMENT PLAN
200,000 SHARES OF COMMON STOCK
($0.01 par value per share)
-------------------------------------
The Board of Directors of Associated Banc-Corp (the "Company") has
approved the registration of additional shares of Common Stock for the existing
Associated Banc-Corp Automatic Dividend Reinvestment Plan (the "Plan"). The
Plan provides a method for holders of shares of Common Stock of the Company to
conveniently reinvest the dividends payable to them in additional Shares and to
invest in additional shares of Common Stock by making optional cash
contributions as described herein. See "Description of Plan-Operation of the
Plan" for a discussion of the price at which Shares will be issued pursuant to
the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED, OR INCORPORATED BY
REFERENCE, IN THIS PROSPECTUS. INFORMATION OR REPRESENTATIONS NOT CONTAINED OR
INCORPORATED BY REFERENCE HEREIN, IF GIVEN OR MADE, MAY NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OR SALE IN SUCH
JURISDICTION.
NEITHER DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE THROUGH ITS USE,
SHALL UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE AFFAIRS OF THE
COMPANY AND ITS SUBSIDIARIES HAVE BEEN UNCHANGED SINCE THE DATE HEREOF. SEE
"DOCUMENTS INCORPORATED BY REFERENCE."
The date of this Prospectus is October 20, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission").
The Company has filed with the Commission a Registration Statement
(Registration Statement Number 33- ) under the Securities Act of 1933,
as amended, with respect to the Shares described in this Prospectus. This
Prospectus, which constitutes part of the Registration Statement, does not
contain all the information set forth in the Registration Statement and the
exhibits relating thereto, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the Shares, reference is made to the Registration
Statement and the exhibits filed as a part thereof. Statements made in this
Prospectus as to the contents of any agreement or other document are not
necessarily complete and, in each instance, reference is made to the copy of
such agreement or document filed or incorporated by reference as an exhibit to
the Registration Statement. Reports, proxy statements, and other information
filed by the Company can be inspected and copied (at prescribed rates) at the
Public Reference Room maintained by the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its regional offices located at Suite 1400, 500
West Madison Street, Chicago, Illinois 60661 and Suite 1400, 75 Park Place,
New York, New York 10007. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
DOCUMENTS INCORPORATED BY REFERENCE
The documents listed below have been filed with the Commission pursuant to
the Exchange Act and are hereby incorporated by reference and made a part of
this Prospectus:
1. The Annual Report on Form 10-K of the Company for the fiscal year
ended December 31, 1994, and quarterly report on Form 10-Q for the
quarter ended June 30, 1995.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report referred to in 1. above.
3. The description of Common Stock of the Company which is contained in
the registration statement of the Company filed under the Exchange
Act, including any amendment or reports filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference into the Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, contained in this Prospectus, shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
Prospectus.
The Company hereby undertakes to provide, without charge, to each person
to whom a copy of this Prospectus has been delivered, upon the written or oral
request of such person, any or all of the documents or information which may
have been or may be incorporated by reference herein and not delivered with
this Prospectus, other than exhibits to the documents or information that is
incorporated herein, unless such exhibits are specifically incorporated by
reference into the document or information that is incorporated herein by
reference. Requests for such copies should be directed to Mary K. Magyar, Vice
President - Corporate Communications, Associated Banc-Corp, P. O. Box 2072,
Milwaukee, Wisconsin 53201-2072, telephone (800)236-ASBC.
ASSOCIATED BANC-CORP
Associated Banc-Corp (the "Company") is a multi-bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The Company
owns all of the outstanding capital stock of eight banks and twenty-three non-
bank financial services subsidiaries located in Wisconsin, Illinois, Arizona,
and Nevada. Through its subsidiaries, the Company is engaged in providing
personal and commercial banking, trust, and other financial services to
individuals, businesses, and governmental entities. At December 31, 1994, the
Company and its consolidated subsidiaries had total assets of approximately
$3.28 billion. Based on its total assets at December 31, 1994, the Company was
the fourth largest bank holding company in Wisconsin.
The principal executive offices of the Company are located at 112 North
Adams Street, P. O. Box 13307, Green Bay, Wisconsin 54307-3307, telephone
number (414)433-3166.
DESCRIPTION OF THE PLAN
The following sets forth a summary of the Plan. The Plan provides
shareholders with a convenient means of automatically re-investing dividends
paid on the Company's Common Stock and making additional investments without
incurring brokerage commissions, service charges, or other fees.
The Plan will continue in existence until terminated by the Company. The
Plan is administered by Harris Trust and Savings Bank, Chicago, Illinois (the
"Administrator") as agent for the participants. The Company may, without the
prior consent of the participants, appoint a different Administrator at any
time.
THE CREATION AND MAINTENANCE OF THE PLAN BY THE COMPANY DOES NOT REPRESENT
A CHANGE IN THE DIVIDEND POLICY OF THE COMPANY OR A GUARANTEE OF THE PAYMENT OF
FUTURE DIVIDENDS, WHICH WILL CONTINUE TO DEPEND UPON THE EARNINGS AND FINANCIAL
CONDITION OF THE COMPANY AND OTHER FACTORS.
Summary of the Plan
Shareholders may participate in the Plan by directing the Company to
transmit to the Administrator dividends payable to them. Participants may
contribute cash to the Plan in an amount of not less than $100 and not more
than $5,000 per quarter. Cash contributions shall be made to the Administrator
by the last business day of the month preceding the dividend payment date.
Dividends are currently paid on the 15th day of February, May, August, and
November. If the 15th day of such month does not occur on a business day, the
dividends are paid on the immediately following business date. Dividend
payment dates may be changed by the Company from time to time. The
Administrator will apply all dividends and cash, if any, contributed to the
Plan to the purchase of the Company's Common Stock par value $.01 per share
("Shares"). The Company may, at its option, issue all or any portion of the
Shares required by the Plan or may direct the Administrator to acquire all or
any portion of such Shares through open market purchases. The Company shall
not, however, be obligated to issue Shares. Shares issued by the Company will
be issued at the lower of the last closing price as reported on the Nasdaq
Stock Market on the dividend payment date or the average closing price of the
Shares for the five (5) trading days immediately preceding the date the Company
advises the Administrator of its intention to issue Shares. Shares purchased
in the market will be at the then prevailing market prices and in negotiated
trades at the most favorable price that may be negotiated.
Shares acquired for the Plan will be registered in the name of the
Administrator or its nominee and will be credited to the accounts of the
participants at the average price per Share paid for that dividend investment
period. Participants may vote their Shares, will receive dividends, and will
receive all other rights accorded to shareholders.
Who May Participate
All common shareholders of record are eligible to participate in the Plan.
Shares held in nominee or street name are not held of record by their actual
beneficial owners and, therefore, are not eligible to participate in the Plan.
Shareholders desiring to participate should request shares to be re-registered
in their name.
How to Participate
A shareholder may only participate in the Plan by completing and signing
an Authorization Card, or facsimile thereof, and sending it to the
Administrator. Such authorization will be effective as of the first dividend
payment date after receipt by the Administrator of the Authorization Card,
provided that it is received on or before the record date for that dividend.
All authorizations currently on file are deemed to remain in effect.
Shareholders may terminate their participation by executing and delivering
written notice to sell the Shares or to cause a certificate for Shares to be
issued to the Administrator or the Company. Terminations will be effective
as of the first dividend payment date occurring more than five days after
receipt of such written notice and all subsequent dividends paid to the
participant will be paid in cash. Additional cash contributions will not be
accepted subsequent to termination of participation.
Shareholders residing in any jurisdiction in which the Shares are not
registered or not exempt from registration may be denied participation in the
Plan or, if enrolled, may be denied continued participation in the Plan.
Operation of the Plan
Each shareholder may direct that dividends payable with respect to all or
any portion of the Shares held of record be transmitted to the Administrator
for application pursuant to the Plan. Dividends payable with respect to Shares
held by the Administrator pursuant to the Plan will also be automatically
transmitted to the Administrator for investment without further notice.
Amounts received by the Administrator will be held in a non-interest-
bearing, segregated account by the Administrator pending application of funds
for the purchase of Shares. The Administrator will apply all funds for the
acquisition of Shares within thirty (30) days after receipt thereof, except
where postponement is deemed necessary to comply with applicable provisions
of the federal securities laws. Cash contributions made to the Administrator
prior to the last business day of the month preceding the dividend payment
date will be applied to the acquisition of Shares on the dividend payment
date or within thirty (30) days thereafter, except as stated above. A
participant may withdraw the entire optional cash investment if the
Administrator receives written request for a refund more than 48 hours before
the funds are to be invested. The account of each participant will be
credited with the number of Shares acquired pursuant to the Plan, computed to
four decimal places. Shares of Common Stock distributed by the Company as a
result of a stock dividend or stock split will be credited to a participant's
account.
The Administrator may acquire Shares in the market, in privately
negotiated transactions, or from the Company. Shares will be purchased in the
market or in negotiated transactions at such price as the Administrator may
determine. If the Company elects to issue Shares to the Administrator, such
Shares will be issued at the lower of the last closing price of the Shares on
the dividend payment date or the average of the closing price for the Shares as
reported on the Nasdaq Stock Market for the five (5) trading days immediately
preceding the date the Company advises the Administrator of its intention to
issue shares.
Fees and Charges
All brokerage commissions, service charges, and other costs associated
with the administration of the Plan will be paid by the Company.
Reports and Proxy Materials
The Administrator will send a statement of account to participants after
applying all funds received for the dividend investment period. The statement
of account will reflect all transactions and activity for the account from the
date of the preceding statement. Participants will receive communications from
the Company which are sent to all other holders of Shares, including proxy
solicitation material, covering shares held by the Administrator and Internal
Revenue Service information for reporting dividends paid. All such statements
and communications will be received by the Administrator as the registered
owner and sent to the address of the participant as reflected in the records of
the Administrator.
All Shares credited to a participant's Plan account will be voted as
directed by the participant. A proxy card will be sent to each participant in
connection with any annual or special meeting of Shareholders. The proxy will
apply to all whole shares registered in the participant's name, and to all
whole and fractional shares credited to the participant's account under the
Plan.
As in the case of non-participating shareholders, if no instructions are
indicated on a properly signed and returned proxy card, all of the
participant's whole shares will be voted in accordance with the recommendation
of the Company's board of directors. If the proxy card is not returned, or is
returned unsigned, the participant's shares will not be voted unless a properly
signed proxy card is thereafter returned to the Company or if the participant
or a duly authorized person votes in person at the meeting.
Share Safekeeping Service
In addition to retaining the Shares purchased under the Plan, the
Administrator provides a safekeeping service under which any certificated
Shares of Associated sent by a participant to the Administrator for safekeeping
are held for the participant in a custodial account until certificates are
requested. This safekeeping service is available for certificated Shares which
a participant currently owns and for any certificated Shares which a
participant subsequently acquires. Shareholders must be participants to use
the safekeeping service, and the service is only available for Shares which are
participating in the Plan.
If a participant would like the Administrator to hold Shares which he or
she currently holds or subsequently acquires, the participant should send the
certificates unendorsed via registered mail, return receipt requested, and
properly insured, to the Administrator along with written instructions for
depositing the shares in your Plan account. There is no charge for the
safekeeping service.
A participant may at any time withdraw all or a portion of the Shares
credited to his or her account under the Plan and receive certificates
representing such Shares by notifying the Administrator in writing that he or
she wishes to withdraw Shares and specifying the number of whole Shares to be
received. Certificates for whole Shares which are withdrawn will be registered
in the name of and issued to the participant at no charge to the participant.
In no case will certificates representing fractional shares be issued.
In the case of a termination of the account, any fractional Shares
remaining in a Participant s account will be paid out in cash in an amount
equal to the current market price of the Common Stock, as determined by the
Administrator, multiplied by such fraction. Certificates for the whole Shares,
together with the cash payment for fractional shares, will be mailed directly
to the participant.
A participant may sell any Shares held in the Plan or held by the
Administrator for safekeeping by notifying the Administrator in writing.
Shares enrolled in the Plan but held by the participant in certificated form
may also be sold through the Administrator after depositing these shares with
the Administrator. Any brokerage commission or service charge, any amount
required to be withheld for income tax purposes, and any applicable transfer
taxes incurred in connection with the sale of Shares by the Administrator will
be deducted from the proceeds of such sale. Sales will generally be made
within three business days following receipt of the written request to sell.
Proceeds will be sent to the participant as soon as is practicable following
the sale of the Shares.
Marketability of Shares
All shares issued in connection with the Plan will be registered under the
Securities Act of 1933, as amended (the "Securities Act"). Individuals who may
be deemed to be "affiliated" or "control" persons of the Company may be subject
to volume restrictions on periodic resale of Shares imposed by Rule 144 under
the Securities Act.
Shares credited to a participant's account may not be pledged or assigned,
unless such Shares are withdrawn from the Plan.
Administration of the Plan
Communications regarding the Plan may be directed to Associated Banc-Corp,
Dividend Reinvestment Plan Administrator, Harris Trust and Savings Bank, P. O.
Box A3309, Chicago, Illinois 60690, (312)461-5538 and Associated Banc-Corp,
Investor Relations Department, P. O. Box 2072, Milwaukee, Wisconsin 53201-2072,
(800)236-ASBC.
The Company may modify, amend, suspend, or terminate the Plan, or any
shareholder's interest therein, at any time, including the period between a
dividend record date and the related dividend payment date, upon the giving of
ninety (90) days prior written notice to each affected participant and, in the
case of the modification, amendment, suspension, or termination of the Plan,
thirty (30) days prior written notice to each non-participating shareholder.
If the Plan is amended or restated, a current participant will
automatically be enrolled unless the participant gives written notice to the
contrary. The Company also reserves the right to terminate any shareholder's
participation in the Plan at any time. Any question of interpretation arising
under the Plan will be determined solely by the Company.
Neither the Company nor the Administrator will be liable for any act or
omission to act done in good faith including, but not limited to: (a) any
claim of liability arising out of the failure to terminate a shareholder's
participation upon the shareholder's death; (b) the prices at which shares are
purchased for the shareholder's Plan account; (c) the times when purchases are
made; or (d) fluctuations in the market value of the Company's Common Stock.
TAXATION OF SHARES PURCHASED OR SOLD UNDER THE PLAN
A participant will be treated as receiving, on each dividend payment date,
a dividend in an amount equal to the amount of cash which would otherwise have
been payable to the participant. A participant's tax basis in the Shares will
be generally the gross amount paid for the Shares, which amount will be
allocated among the Shares purchased at any one time, based upon the average
purchase price of such Shares acquired. Dividends received by a corporation
will be eligible for the dividends received deduction.
A participant will not incur a tax, other than as described above, on the
receipt of whole shares credited to a participant's Plan account, either upon
the participant's request for certain of those shares or upon withdrawal from
or termination of the Plan. A participant who receives a cash payment for a
fractional share credited to the participant's account will, however, realize a
gain or loss for income tax purposes on the "deemed sale" of the fractional
shares. A participant will also realize a gain or loss upon the sale or
exchange of shares. The amount of gain or loss will be equal to the difference
between the amount which the shareholder receives for each whole or fractional
share and the shareholder's tax basis for the whole or fractional share. Any
gain or loss will be a capital gain or loss if the shares sold were held as
capital assets. Under the Internal Revenue Code of 1986, as amended, (the
"Code"), capital gain or loss will be long term if the participant held the
shares sold for more than one year, and otherwise, will be short term. A
participant's holding period for Shares will begin on the day after the date of
purchase.
The Administrator will report to participants, and to the Internal Revenue
Service if required, the amount of dividend income received by participants on
a calendar year basis. If a participant, including a foreign shareholder, is
subject to federal income tax withholding on dividend income, the amount of tax
to be withheld will be deducted from the dividend before reinvestment in
additional shares for the participant's Plan account will be made.
The Administrator will also send each participant a statement after the
close of each calendar year which will show total dividends paid, cash
contributions made, the tax basis of shares acquired, and the market price of
shares sold under the Plan for that calendar year. A participant should retain
the statements for tax reporting purposes.
The Plan has not been qualified under Section 401 of the Code or the
Employee Retirement Income Security Act of 1974, as amended, ("ERISA").
The above discussion is merely a summary of the federal income tax
consequences of participating in the Plan. Each shareholder who contemplates
becoming a participant in the Plan should consult his or her own tax advisor
regarding the tax consequences of participation in the Plan.
MARKET RISK
A participant's investment in shares held in the Plan is no different than
a direct investment in shares of the Company. A participant will continue to
bear the risks and rewards from changes in the marketplace.
Neither the Company nor the Administrator can guarantee that shares
purchased under the Plan will, at any particular time, be worth more or less
than their purchase price.
USE OF PROCEEDS
The Company has no basis for estimating either the number of Shares that
ultimately will be issued by the Company or the aggregate amount that the
Company will receive for such issued Shares. The proceeds to the Company from
the issuance of Shares by the Company, if any, will be applied to general
corporate purposes.
INDEMNIFICATION
Pursuant to the provisions of the Wisconsin Business Corporation Law, the
Company has adopted provisions in its Bylaws which provide for the
indemnification of all persons who are officers, directors, employees, or
agents of the Company or any of its wholly-owned subsidiaries and any person
who serves as an officer or director of another corporation or in a
substantially similar position with any other entity at the request of the
Company against liabilities incurred in connection with their service to the
Company or such other entities. Such persons are indemnified for any judgments
or other amounts for which they are found liable and fees and expenses to the
extent that such individual has been successful on the merits or otherwise in
the defense of any such matter. Indemnification of such persons from liability
for violations of the Securities Act is not excluded from such provisions;
therefore, such persons may be entitled to indemnity from the Company in the
event that they are found liable for violations of the Securities Act. The
Company also maintains an insurance policy covering its directors and officers
against certain civil liabilities, including liabilities under the Securities
Act.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
LEGAL MATTERS
The legality of Shares to be issued in connection with the Plan and
certain other legal matters will be passed upon for the Company by Saitlin,
Patzik, Frank & Samotny Ltd., 150 South Wacker Drive, Suite 900, Chicago,
Illinois 60606.
EXPERTS
The consolidated financial statements of the Company and subsidiaries as
of December 31, 1994 and 1993, and for each of the years in the three-year
period ended December 31, 1994, have been incorporated by reference herein and
in the registration statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
[LOGO]
Associated Banc-Corp
--------------------
Corporate Offices
P.O. Box 13307
Green Bay, WI 54307-3307
Phone (414)433-3166
Corporate Communications
P.O. Box 2072
Milwaukee, WI 53201-2072
Phone (800)236-ASBC or (414)283-2218
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of issuance and distribution of the securities registered
hereby are estimated to be as follows:
Expense Amount
------- ------
Securities and Exchange Commission Registration Fee $2,543.00
Printing and Engraving Expenses 1,000.00*
Blue Sky Fees and Expenses (including counsel fees) 500.00*
Legal Fees and Expenses 2,000.00*
Accounting Fees and Expenses 1,000.00*
Listing Fees and Expenses 0.00
Miscellaneous 500.00*
--------
Total $7,543.00*
=========
_______________________
*Estimated
Item 15. Indemnification of Directors and Officers.
The Registrant is incorporated under the Wisconsin Business Corporation
Law (the "WBCL"). Under Section 180.0851 of the WBCL the Registrant shall
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding, if such person was a party to such proceeding
because he or she was a director or officer of the Registrant. In all other
cases, the Registrant shall indemnify a director or officer against liability
incurred in a proceeding to which such person was a party because he or she was
a director or officer of the Registrant, unless liability was incurred because
he or she breached or failed to perform a duty owed to the Registrant and such
breach or failure to perform constitutes: (i) a willful failure to deal fairly
with the Registrant or its shareholders in connection with a matter in which
the director or officer has a material conflict of interest; (ii) a violation
of criminal law, unless the director or officer had reasonable cause to believe
his or her conduct was lawful or no reasonable cause to believe his or her
conduct was unlawful; (iii) a transaction from which the director or officer
derived an improper personal profit; or (iv) willful misconduct. Section
180.0858 of the WBCL provides that subject to certain limitations, the
mandatory indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the Registrant's articles of incorporation, bylaws, a written agreement,
or a resolution of the Board of Directors or adopted by a majority vote of the
Registrant s shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses,
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL for any liability incurred in connection with a proceeding
involving a federal or state statute, rule, or regulation regulating the offer,
sale, or purchase of securities.
The Registrant's Articles of Incorporation contain no provisions in
relation to the indemnification of directors and officers of the Registrant.
Article XI of the Registrant's Bylaws ("Article XI") authorizes
indemnification of officers and directors of the Registrant consistent with the
description of the indemnification provisions in Section 180.0851 of the WBCL
as described above. Article XI provides that the Registrant shall indemnify a
director, officer, employee, or agent of the Registrant to the extent such
individual has been successful on the merits or otherwise in the defense of any
threatened, pending, or completed civil, criminal, administrative, or
investigative action, suit, arbitration, or other proceeding, whether formal or
informal (including, but not limited, to any act or failure to act alleged or
determined (i) to have been negligent; (ii) to have violated the Employee
Retirement Income Security Act of 1974; or (iii) to have violated Sections
180.0832, 180.0833, and 180.1202 of the WBCL or any successor thereto,
regarding loans to directors, unlawful distributions, and distributions of
assets) which involves foreign, federal, state, or local law and which is
brought by or in the right of the Registrant or by any other person or entity,
to which the director, officer, employee, or agent was a party because he or
she is a director, officer, employee, or agent. In all other cases, the
Registrant shall indemnify a director, officer, employee, or agent of the
Registrant against liability and expenses incurred by such person in a
proceeding unless it shall have been proven by final judicial adjudication that
such person breached or failed to perform a duty owed to the Registrant under
the circumstances described above as set forth in Section 180.0851 of the WBCL.
Article XI defines a director, officer, employee, or agent as (i) a natural
person who is or was a director, officer, employee, or agent of the Registrant,
(ii) a natural person who, while a director, officer, employee, or agent of the
Registrant, is or was serving either pursuant to the Registrant's specific
request or as a result of the nature of such person's duties to the Registrant
as a director, officer, partner, trustee, member of any governing or decision
making committee, employee, or agent of another corporation or foreign
corporation, partnership, joint venture, trust, or other enterprise; and (iii)
a person who while a director, officer, employee, or agent of the Registrant is
or was serving an employee benefit plan because his or her duties to the
Registrant also impose duties on, or otherwise involve services by, the person
to the plan or to participants in or beneficiaries of the plan. Unless the
context requires otherwise, Article XI indemnification extends to the estate or
personal representative of a director, officer, employee, or agent.
All officers, directors, employees, and agents of controlled subsidiaries
of the Registrant shall be deemed for purposes of Article XI to be serving as
such officers, directors, employees, and agents at the request of the
Registrant. The right to indemnification granted to such officers, directors,
employees, and agents by Article XI is not subject to any limitation or
restriction imposed by any provision of the Articles of Incorporation or Bylaws
of a controlled subsidiary. For purposes of Article XI, a "controlled
subsidiary" means any corporation at least 80% of the outstanding voting stock
of which is owned by the Registrant or another controlled subsidiary of the
Registrant.
Upon written request by a director, officer, employee, or agent who is a
party to a proceeding, the Registrant shall pay or reimburse his or her
reasonable expenses as incurred if the director, officer, employee, or agent
provides the Registrant with: (i) a written affirmation of his or her good
faith belief that he or she is entitled to indemnification under Article XI;
and (ii) a written undertaking to repay all amounts advanced without interest
to the extent that it is ultimately determined that indemnification under
Article XI is prohibited. The Registrant shall have the power to purchase and
maintain insurance on behalf of any person who is a director, officer,
employee, or agent against any liability asserted against or incurred by the
individual in any such capacity arising out of his or her status as such,
regardless of whether the Registrant is required or authorized to indemnify or
allow expenses to the individual under Article XI.
The right of indemnification under Article XI may be amended only by an
affirmative vote of a majority of the shares present or represented at an
annual or special shareholders meeting at which a quorum is present. Any
reduction in the right to indemnification provided by Article XI would only be
prospective from the date of the vote.
Item 16. Exhibits.
Exhibit No. Exhibit
----------- -------
5 Opinion of Saitlin, Patzik, Frank & Samotny Ltd.
23 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes;
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Green Bay, State of Wisconsin, on October 20, 1995.
ASSOCIATED BANC-CORP
By: /s/ Harry B. Conlon
----------------------------
Name: Harry B. Conlon
Title: Chairman, President, and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Harry B. Conlon Chairman, President, October 20, 1995
- - -------------------------- Chief Executive Officer
Harry B. Conlon and a Director
Robert Feitler * Director October 20, 1995
- - --------------------------
Robert Feitler
Robert C. Gallagher * Executive Vice President October 20, 1995
- - -------------------------- and a Director
Robert C. Gallagher
Ronald R. Harder * Director October 20, 1995
- - --------------------------
Ronald R. Harder
John S. Holbrook, Jr.* Director October 20, 1995
- - --------------------------
John S. Holbrook, Jr.
William R. Hutchinson * Director October 20, 1995
- - ---------------------------
William R. Hutchinson
James F. Janz * Director October 20, 1995
- - ---------------------------
James F. Janz
William J. Lawson * Director October 20, 1995
- - ---------------------------
William J. Lawson
John C. Meng * Director October 20, 1995
- - ---------------------------
John C. Meng
J. Douglas Quick * Director October 20, 1995
- - ---------------------------
J. Douglas Quick
Senior Vice President,
/s/ Joseph B. Selner Chief Financial Officer and October 20, 1995
- - --------------------------- Chief Accounting Officer
Joseph B. Selner
*Brian R. Bodager hereby signs this Registration Statement on October 20,
1995, on behalf of each of the indicated persons for whom he is attorney-in-
fact pursuant to a power of attorney filed herewith.
/s/ Brian R. Bodager
-------------------------------
Brian R. Bodager
INDEX TO EXHIBITS
Exhibit
Number Description of Document
- - ------- -----------------------
5 Opinion of Saitlin, Patzik, Frank & Samotny Ltd.
23 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
EXHIBIT 5
OPINION OF SAITLIN, PATZIK, FRANK & SAMOTNY LTD.
SAITLIN, PATZIK, FRANK & SAMOTNY LTD.
150 South Wacker Drive
Suite 900
Chicago, Illinois 60606
(312) 551-8300
October 19, 1995
The Board of Directors of
Associated Banc-Corp
112 North Adams Street
Green Bay, Wisconsin 54307
Re: Associated Banc-Corp: Registration Statement on Form S-3
Gentlemen:
We have acted as legal counsel to Associated Banc-Corp, a Wisconsin
corporation (the "Registrant"), in connection with the preparation of the
Registration Statement filed on or about October 20, 1995 on Form S-3 with
exhibits with the Securities and Exchange Commission (the "Registration
Statement"), relating to the registration of 200,000 shares of the Registrant's
common stock $0.01 par value ("Common Stock"). The Registration Statement
relates to additional shares for the Automatic Dividend Reinvestment Plan (the
"Plan"). We have reviewed such records, documents, and matters of law as we
have deemed necessary to render this opinion. We have also participated in
conversations with officers of the Registrant during which facts material to
the opinions expressed herein were discussed. We have assumed such factual
matters to be true and correct.
In making our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as certified or
photostatic copies and the capacity of each party executing a document to so
execute such document. We have also relied upon representations from the
Registrant that (i) the total number of shares of Common Stock issued by the
Registrant to the Plan will not be in excess of the number of shares of Common
Stock currently reserved for issuance by the Registrant's Board of Directors to
be issued to the Plan, unless subsequently increased as authorized by the
Registrant's Board of Directors out of authorized but unissued shares of the
Common Stock, and (ii) that upon issuance of such shares, that such shares when
combined with the then existing number of outstanding shares of Common Stock
will not exceed the then authorized number of shares of Common Stock.
An opinion of counsel is predicated upon all of the facts and conditions
as set forth therein and is based upon counsel's analysis of the statutes,
regulatory interpretations, and case law in effect as of the date of this
opinion. It is neither a guarantee of the current status of the law nor should
it be accepted as a guarantee that a court of law or an administrative agency
will concur in the opinion.
Based upon the foregoing and assuming the accuracy of the statements
regarding the Registrant and the conduct of its business all as set forth in
its Registration Statement, it is our opinion that the Common Stock, when
issued as provided under applicable Wisconsin law, the Registration Statement,
and the Registrant's Articles of Incorporation, will be validly issued, fully
paid, and non-assessable except as such shares may be subject to Section
180.0622(2)(b) of Wisconsin Business Corporation Law.
We do not find it necessary for the purpose of this opinion, and
accordingly we do not purport to cover herein, the application of the
securities or "Blue Sky" laws of the various states to the issuance of the
Common Stock.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted, or otherwise
relied upon for any other purpose.
We are licensed to practice only in Illinois and no opinion is expressed
by us herein as to laws of other jurisdictions. This opinion is limited to the
matters expressly set forth herein, and no opinion is to be implied or may be
inferred beyond the others expressly so stated.
We hereby consent to the references to this firm and the inclusion of the
legality opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Saitlin, Patzik, Frank & Samotny Ltd.
SAITLIN, PATZIK, FRANK & SAMOTNY LTD.
SPFS:tsf
EXHIBIT 23
CONSENT OF KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Peat Marwick Plaza
303 East Wacker Drive
Chicago, IL 60601-9973
Consent of Independent Public Accountants
The Board of Directors
Associated Banc-Corp:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading Experts in the prospectus.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
October 17, 1995
EXHIBIT 24
POWERS OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Associated Banc-Corp, a Wisconsin corporation (the "Corporation"), which is
planning to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 (the
"Act"), a Registration Statement, on Form S-3, for the registration under such
Act of common stock of the Corporation issuable pursuant to the Corporation's
Automatic Dividend Reinvestment Plan, hereby constitutes and appoints Harry B.
Conlon and Brian R. Bodager, and each of them, his true and lawful attorneys-
in-fact and agents, with full power to act without the others, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and each amendment (including post-effective amendments), with power
where appropriate to affix the corporate seal of the Corporation thereto and to
attest such seal, and to file such Registration Statement and each amendment
(including post-effective amendments) so signed, with all exhibits hereto, and
any and all documents in connection therewith, with the SEC, and to appear
before the SEC in connection with any matter relating to such Registration
Statement and to any and all amendments thereto (including post-effective
amendments), hereby granting such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done as he might or could do in person, and
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 11th day of September, 1995.
/s/ Robert Feitler
-----------------------------
Robert Feitler
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Associated Banc-Corp, a Wisconsin corporation (the "Corporation"), which is
planning to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 (the
"Act"), a Registration Statement, on Form S-3, for the registration under such
Act of common stock of the Corporation issuable pursuant to the Corporation's
Automatic Dividend Reinvestment Plan, hereby constitutes and appoints Harry B.
Conlon and Brian R. Bodager, and each of them, his true and lawful attorneys-
in-fact and agents, with full power to act without the others, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and each amendment (including post-effective amendments), with power
where appropriate to affix the corporate seal of the Corporation thereto and to
attest such seal, and to file such Registration Statement and each amendment
(including post-effective amendments) so signed, with all exhibits hereto, and
any and all documents in connection therewith, with the SEC, and to appear
before the SEC in connection with any matter relating to such Registration
Statement and to any and all amendments thereto (including post-effective
amendments), hereby granting such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done as he might or could do in person, and
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 8th day of September, 1995.
/s/ Robert C. Gallagher
-----------------------------
Robert C. Gallagher
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Associated Banc-Corp, a Wisconsin corporation (the "Corporation"), which is
planning to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 (the
"Act"), a Registration Statement, on Form S-3, for the registration under such
Act of common stock of the Corporation issuable pursuant to the Corporation's
Automatic Dividend Reinvestment Plan, hereby constitutes and appoints Harry B.
Conlon and Brian R. Bodager, and each of them, his true and lawful attorneys-
in-fact and agents, with full power to act without the others, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and each amendment (including post-effective amendments), with power
where appropriate to affix the corporate seal of the Corporation thereto and to
attest such seal, and to file such Registration Statement and each amendment
(including post-effective amendments) so signed, with all exhibits hereto, and
any and all documents in connection therewith, with the SEC, and to appear
before the SEC in connection with any matter relating to such Registration
Statement and to any and all amendments thereto (including post-effective
amendments), hereby granting such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done as he might or could do in person, and
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 16th day of September, 1995.
/s/ Ronald R. Harder
-----------------------------
Ronald R. Harder
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Associated Banc-Corp, a Wisconsin corporation (the "Corporation"), which is
planning to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 (the
"Act"), a Registration Statement, on Form S-3, for the registration under such
Act of common stock of the Corporation issuable pursuant to the Corporation's
Automatic Dividend Reinvestment Plan, hereby constitutes and appoints Harry B.
Conlon and Brian R. Bodager, and each of them, his true and lawful attorneys-
in-fact and agents, with full power to act without the others, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and each amendment (including post-effective amendments), with power
where appropriate to affix the corporate seal of the Corporation thereto and to
attest such seal, and to file such Registration Statement and each amendment
(including post-effective amendments) so signed, with all exhibits hereto, and
any and all documents in connection therewith, with the SEC, and to appear
before the SEC in connection with any matter relating to such Registration
Statement and to any and all amendments thereto (including post-effective
amendments), hereby granting such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done as he might or could do in person, and
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 12th day of September, 1995.
/s/ John S. Holbrook, Jr.
-----------------------------
John S. Holbrook, Jr.
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Associated Banc-Corp, a Wisconsin corporation (the "Corporation"), which is
planning to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 (the
"Act"), a Registration Statement, on Form S-3, for the registration under such
Act of common stock of the Corporation issuable pursuant to the Corporation's
Automatic Dividend Reinvestment Plan, hereby constitutes and appoints Harry B.
Conlon and Brian R. Bodager, and each of them, his true and lawful attorneys-
in-fact and agents, with full power to act without the others, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and each amendment (including post-effective amendments), with power
where appropriate to affix the corporate seal of the Corporation thereto and to
attest such seal, and to file such Registration Statement and each amendment
(including post-effective amendments) so signed, with all exhibits hereto, and
any and all documents in connection therewith, with the SEC, and to appear
before the SEC in connection with any matter relating to such Registration
Statement and to any and all amendments thereto (including post-effective
amendments), hereby granting such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done as he might or could do in person, and
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of September, 1995.
/s/ William R. Hutchinson
-----------------------------
William R. Hutchinson
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Associated Banc-Corp, a Wisconsin corporation (the "Corporation"), which is
planning to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 (the
"Act"), a Registration Statement, on Form S-3, for the registration under such
Act of common stock of the Corporation issuable pursuant to the Corporation's
Automatic Dividend Reinvestment Plan, hereby constitutes and appoints Harry B.
Conlon and Brian R. Bodager, and each of them, his true and lawful attorneys-
in-fact and agents, with full power to act without the others, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and each amendment (including post-effective amendments), with power
where appropriate to affix the corporate seal of the Corporation thereto and to
attest such seal, and to file such Registration Statement and each amendment
(including post-effective amendments) so signed, with all exhibits hereto, and
any and all documents in connection therewith, with the SEC, and to appear
before the SEC in connection with any matter relating to such Registration
Statement and to any and all amendments thereto (including post-effective
amendments), hereby granting such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done as he might or could do in person, and
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 11th day of September, 1995.
/s/ James F. Janz
-----------------------------
James F. Janz
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Associated Banc-Corp, a Wisconsin corporation (the "Corporation"), which is
planning to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 (the
"Act"), a Registration Statement, on Form S-3, for the registration under such
Act of common stock of the Corporation issuable pursuant to the Corporation's
Automatic Dividend Reinvestment Plan, hereby constitutes and appoints Harry B.
Conlon and Brian R. Bodager, and each of them, his true and lawful attorneys-
in-fact and agents, with full power to act without the others, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and each amendment (including post-effective amendments), with power
where appropriate to affix the corporate seal of the Corporation thereto and to
attest such seal, and to file such Registration Statement and each amendment
(including post-effective amendments) so signed, with all exhibits hereto, and
any and all documents in connection therewith, with the SEC, and to appear
before the SEC in connection with any matter relating to such Registration
Statement and to any and all amendments thereto (including post-effective
amendments), hereby granting such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done as he might or could do in person, and
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 11th day of September, 1995.
/s/ William J. Lawson
-----------------------------
William J. Lawson
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Associated Banc-Corp, a Wisconsin corporation (the "Corporation"), which is
planning to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 (the
"Act"), a Registration Statement, on Form S-3, for the registration under such
Act of common stock of the Corporation issuable pursuant to the Corporation's
Automatic Dividend Reinvestment Plan, hereby constitutes and appoints Harry B.
Conlon and Brian R. Bodager, and each of them, his true and lawful attorneys-
in-fact and agents, with full power to act without the others, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and each amendment (including post-effective amendments), with power
where appropriate to affix the corporate seal of the Corporation thereto and to
attest such seal, and to file such Registration Statement and each amendment
(including post-effective amendments) so signed, with all exhibits hereto, and
any and all documents in connection therewith, with the SEC, and to appear
before the SEC in connection with any matter relating to such Registration
Statement and to any and all amendments thereto (including post-effective
amendments), hereby granting such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done as he might or could do in person, and
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 13th day of September, 1995.
/s/ John C. Meng
-----------------------------
John C. Meng
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Associated Banc-Corp, a Wisconsin corporation (the "Corporation"), which is
planning to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 (the
"Act"), a Registration Statement, on Form S-3, for the registration under such
Act of common stock of the Corporation issuable pursuant to the Corporation's
Automatic Dividend Reinvestment Plan, hereby constitutes and appoints Harry B.
Conlon and Brian R. Bodager, and each of them, his true and lawful attorneys-
in-fact and agents, with full power to act without the others, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and each amendment (including post-effective amendments), with power
where appropriate to affix the corporate seal of the Corporation thereto and to
attest such seal, and to file such Registration Statement and each amendment
(including post-effective amendments) so signed, with all exhibits hereto, and
any and all documents in connection therewith, with the SEC, and to appear
before the SEC in connection with any matter relating to such Registration
Statement and to any and all amendments thereto (including post-effective
amendments), hereby granting such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done as he might or could do in person, and
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 12th day of September, 1995.
/s/ J. Douglas Quick
-----------------------------
J. Douglas Quick
Director
