<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Associated Banc-Corp
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Associated Banc-Corp
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[BORDER LOGO]
[Associated Banc-Corp LOGO]
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
1998 FORM 10-K ANNUAL REPORT
<PAGE>
March 23, 1999
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Associated Banc-Corp scheduled for 11:00 a.m. on Wednesday, April 28, 1999, at
The Grand Opera House, 100 High Avenue, Oshkosh, Wisconsin.
The matters expected to be acted upon at the meeting are described in detail
in the attached Notice of Annual Meeting and Proxy Statement.
Your Board of Directors and management look forward to personally greeting
those shareholders who are able to attend.
Please be sure to sign and return the enclosed proxy card whether or not you
plan to attend the meeting so that your shares will be voted. If you do attend
the meeting, there will be an opportunity to revoke your proxy and to vote in
person if you prefer. The Board of Directors joins me in hoping that you will
attend.
Sincerely,
H. B. Conlon
Chairman and Chief Executive Officer
1200 Hansen Rd. Green Bay, WI 54304 920-491-7000 Fax 920-491-7090
<PAGE>
ASSOCIATED BANC-CORP
1200 Hansen Road
Green Bay, Wisconsin 54304
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 28, 1999
Holders of Common Stock of Associated Banc-Corp:
The Annual Meeting of Shareholders of Associated Banc-Corp will be held at The
Grand Opera House, Oshkosh, Wisconsin, on Wednesday, April 28, 1999, at 11:00
a.m. for the purpose of considering and voting on:
1. The election of four directors. Management's nominees are named in the
accompanying Proxy Statement.
2. The ratification of the selection of KPMG LLP as independent auditors for
Associated for the year ending December 31, 1999.
3. Such other business as may properly come before the meeting and all
adjournments thereof.
The Board of Directors has fixed March 1, 1999, as the record date for
determining the shareholders of Associated entitled to notice of and to vote
at the meeting, and only holders of Common Stock of Associated of record at
the close of business on such date will be entitled to notice of and to vote
at such meeting and all adjournments.
Brian R. Bodager
Chief Administrative Officer
General Counsel & Corporate Secretary
Green Bay, Wisconsin
March 23, 1999
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN, AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE
PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY,
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL AID ASSOCIATED IN REDUCING
THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH PROXY DOES
NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
<PAGE>
ASSOCIATED BANC-CORP
1200 Hansen Road
Green Bay, Wisconsin 54304
----------------
PROXY STATEMENT
ANNUAL MEETING--APRIL 28, 1999
Information Regarding Proxies
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Associated Banc-Corp,
hereinafter called "Associated," to be voted at the Annual Meeting of
Shareholders on Wednesday, April 28, 1999, and at any and all adjournments
thereof.
Solicitation of proxies by mail is expected to commence on March 23, 1999, and
the cost thereof will be borne by Associated. In addition to such solicitation
by mail, some of the directors, officers, and regular employees of Associated
may, without extra compensation, solicit proxies by telephone, telegraph, and
personal interview. Arrangements will be made with brokerage houses,
custodians, nominees, and other fiduciaries to send proxy materials to their
principals, and they will be reimbursed by Associated for postage and clerical
expense.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
three (3) proxy committee members who are Directors and will determine whether
or not a quorum is present. The proxy committee members will treat abstentions
as shares that are present and entitled to vote for purposes of determining
the presence of a quorum but as unvoted for purposes of determining the
approval of any matter submitted to shareholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
Proxies may be revoked at any time prior to the exercise thereof by filing
with the Secretary of Associated a written revocation or a duly executed proxy
bearing a later date.
Shares as to which proxies have been executed will be voted as specified in
the proxies. If no specification is made, the shares will be voted "FOR" the
election of management's nominees as directors and "FOR" the other proposals
listed.
The Corporate Secretary of Associated is Brian R. Bodager, 1200 Hansen Road,
Green Bay, Wisconsin 54304.
Record Date and Voting Securities
The Board has fixed the close of business on March 1, 1999, as the record date
(the "Record Date") for the determination of shareholders entitled to notice
of, and to vote at, the Annual Meeting. The securities of Associated entitled
to be voted at the meeting consist of shares of its Common Stock, $0.01 par
value ("Common Stock") of which 63,361,693 shares were issued and outstanding
at the close of business on the Record Date. Only shareholders of record at
the close of business on the Record Date will be entitled to receive notice of
and to vote at the meeting.
Each share of Common Stock is entitled to one vote on all matters. No other
class of securities will be entitled to vote at the meeting. There are no
cumulative voting rights.
Unless otherwise directed, all proxies will be voted FOR the election of each
of the individuals nominated to serve as a Class A Director. The four nominees
receiving the largest number of affirmative votes cast at the Annual Meeting
will be elected as directors.
1
<PAGE>
Corporate Annual Report
The 1998 Corporate Report of Associated, which includes unaudited historical
consolidated balance sheets, statements of income, and per share and selected
financial data for the years ended December 31, 1988 through 1998, has been
mailed concurrently with this proxy statement to shareholders as of the Record
Date. The 1998 Corporate Report and the 1998 Form 10-K Annual Report do not
constitute a part of the proxy material.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board has the responsibility for establishing broad corporate policies and
for the overall performance of Associated, although it is not involved in day-
to-day operating details. Members of the Board are kept informed of
Associated's business by various reports and documents sent to them on a
regular basis, including operating and financial reports made at Board and
committee meetings by the Chairman and other officers.
Pursuant to the Articles of Incorporation of Associated, the Board is
classified into three classes, as nearly equal in size as possible, with each
class of directors serving staggered three-year terms, designated as Class A,
Class B, and Class C. Four directors in Class A, Messrs. Holbrook, Hutchinson,
Leach, and Seramur, all of whom are members of the present Board, are
nominated for election at the Annual Meeting. The Class A directors will be
elected to a term of three years to expire in April 2002.
Associated's Bylaws require that a director retire as of the first Annual
Meeting subsequent to the director's 65th birthday. Six directors are over age
65. Associated's Bylaws provide, however, that a retiring director's term may
be extended for one-year terms by a two-thirds vote of the Board in
circumstances which would be of significant benefit to Associated. At its
January 27, 1999, Board meeting, Associated's Board voted unanimously to waive
the age limitation for Messrs. Gaiswinkler, Konopacky, Leach, Sproule, Staven,
and Wanta. The remaining directors will continue to serve until their terms
have expired or until their successors have been elected. On January 28, 1998,
the six directors who are over age 65 executed letter agreements wherein each
agreed to tender their resignation should the Board in subsequent years not
waive their age limitation and extend their term of service pursuant to
Associated's Bylaws.
The nominees have consented to serve, if elected, and at the date of this
Proxy Statement, Associated has no reason to believe that any of the named
nominees will be unable to act. Correspondence may be directed to nominees at
Associated's executive offices. Unless otherwise directed, the persons named
as proxies intend to vote in favor of the election of the nominees.
The information presented below as to principal occupation and shares of
Common Stock beneficially owned as of February 28, 1999, is based in part on
information received from the respective persons and in part from the records
of Associated.
NOMINEES FOR ELECTION TO AND MEMBERS OF THE BOARD OF DIRECTORS
Nominees for Class A, Three-Year Term Expiring April 2002
John S. Holbrook, Jr. has been a director of Associated since May 1992. He is
a partner in the Madison, Wisconsin, office of the Quarles & Brady law firm in
which he has practiced since 1964. Quarles & Brady has performed legal
services for Associated and its respective subsidiaries. From 1990 to 1992, he
was a director of F&M Financial Services Corporation, a bank holding company
acquired by Associated in 1992. Age: 59.
William R. Hutchinson has been a director of Associated since April 1994. He
has been Group Vice President, Mergers & Acquisitions, of BP Amoco p.l.c.
since January 1999. Previously, he was Vice President, Financial Operations,
of Amoco Corporation, Chicago, Illinois, since October 1993, and has held the
positions of Treasurer, Controller, and Vice President-Mergers, Acquisitions &
Negotiations with Amoco
2
<PAGE>
Corporation since 1981. He has been a director of Associated Bank Chicago, an
affiliate of Associated, since 1981. Mr. Hutchinson also serves as a director
of the Smith Barney Mutual Fund Group. Age: 56.
Dr. George R. Leach has been a director of Associated since October 1997. He
is presently retired. Before retirement in 1993, he practiced as an
optometrist in Stevens Point, Wisconsin, since 1949. He is a Fellow Emeritus
of the American Academy of Optometry and a past President of the Wisconsin
Optometric Association. From 1965 to 1997 he served on the Board of Directors
of First Financial Corporation, a thrift holding company that merged with
Associated in 1997. Age: 75.
John C. Seramur has been a director of Associated since October 1997. He has
served as Vice Chairman of Associated since October 1997. He is presently
retired. Before retirement in 1998, he was President, Chief Executive Officer,
and Chief Operating Officer of First Financial Corporation, a thrift holding
company that merged with Associated in 1997, and its subsidiary, First
Financial Bank, since 1966. He served as President and Chief Executive Officer
of one of the predecessor institutions to the Bank. He served as a director of
the Federal Home Loan Bank of Chicago, is a former member of the Savings
Association Insurance Fund Industry Advisory Committee, and is past Chairman
of the Wisconsin League of Financial Institutions. Mr. Seramur also serves as
a director of Northland Cranberries, Inc. Age: 56.
DIRECTORS CONTINUING IN OFFICE
Class B Directors With Terms Expiring April 2000
Harry B. Conlon has been a director of Associated since 1975. He has served as
Chairman of the Board and Chief Executive Officer of Associated since 1998. He
was Chairman of the Board, President, and Chief Executive Officer of
Associated since 1987 and was President and Chief Executive Officer from 1975
to 1987. Age: 63.
Ronald R. Harder has been a director of Associated since July 1991. He has
been the President and Chief Executive Officer of Jewelers Mutual Insurance
Company, Neenah, Wisconsin, since 1982 and has been an officer since 1973.
Jewelers Mutual Insurance Company is a mutual insurance company providing
insurance coverage nationwide for jewelers in retail, wholesale, and
manufacturing, as well as personal jewelry insurance coverage for individuals
owning jewelry. He is a director of Associated Bank, N.A., Neenah, an
affiliate of Associated, and is Chairman of its Trust Committee. Age: 55.
J. Douglas Quick has been a director of Associated since July 1991. He has
been President and Chief Executive Officer of Lakeside Foods, Inc., Manitowoc,
Wisconsin, since 1986. Lakeside Foods, Inc. is a food processor of primarily
canned and frozen vegetables. He has been a director of Associated Bank
Lakeshore, National Association, an affiliate of Associated, since 1986. Age:
53.
Ralph R. Staven has been a director of Associated since October 1997. He
served as Chairman of the Board of First Financial Corporation, a thrift
holding company that merged with Associated in 1997, and First Financial Bank
from 1984 through 1988, he was also Chairman of the Board, President, and
Chief Executive Officer of a predecessor savings institution to the Bank and
was Chief Executive Officer of First Financial Corporation and First Financial
Bank from 1984 through 1986. Mr. Staven has over 48 years of experience in the
thrift industry. He has served as President of the Wisconsin Savings League
(1973), as director of the Federal Home Loan Bank of Chicago (1973-1977), and
as the representative from the Chicago District on the Federal Home Loan Bank
Board Advisory Committee (1976-1979). Age: 77.
Norman L. Wanta has been a director of Associated since October 1997. He is a
retired attorney. From 1946 through 1982, he engaged in the general practice
of law in the City of Stevens Point and served as corporate counsel to one of
the predecessor savings institutions of First Financial Bank for 17 years.
From 1965 to 1997 he served on the Board of Directors of First Financial
Corporation, a thrift holding company that merged with Associated in 1997.
Age: 76.
3
<PAGE>
Class C Directors with Terms Expiring April 2001
Robert S. Gaiswinkler has been a director of Associated since October 1997. He
served as Chairman of the Board of First Financial Bank from 1988 to 1998.
From 1977 to 1997 he served on the Board of Directors of First Financial
Corporation, a thrift holding company that merged with Associated in 1997.
From 1977 through March 1988, he served as President and Chief Executive
Officer of National Savings & Loan Association, which merged into First
Financial Bank at such time. He is past Chairman of America's Community
Bankers and former member of the Advisory Committees of the Federal Home Loan
Bank Board and Federal National Mortgage Association. He is also a past
Chairman of the Board of Directors of Channels 10/36 Friends, Inc., a citizens
group supporting public broadcasting. Mr. Gaiswinkler also served as a member
of the State of Wisconsin Savings and Loan Review Board. Age: 67
Robert C. Gallagher has been a director of Associated since January 1982. He
has served as President and Chief Operating Officer of Associated since
October 1998, as Vice Chairman of Associated since July 1996, and as Executive
Vice President since January 1982. He had served as Chairman and Chief
Executive Officer of Associated Bank Green Bay, National Association, an
affiliate of Associated, from 1985 to 1998, as President since 1982, and a
director since October 1980. Mr. Gallagher also serves as a director of WPS
Resources Corporation. Age: 60.
Robert P. Konopacky has been a director of Associated since October 1997. He
is the retired President of Mid-State Photo, Inc., which was merged into a
subsidiary of Fuqua Industries. Mr. Konopacky was President of Mid-State
Distributors, a wholesale beverage distributor in Stevens Point, Wisconsin,
from 1974 through 1987. From 1978 to 1997 he served on the Board of Directors
of First Financial Corporation, a thrift holding company that merged with
Associated in 1997. Age: 75.
John C. Meng has been a director of Associated since January 1991 and has been
a director of Associated Bank Green Bay, National Association, an affiliate of
Associated, since January 1988. He has been President, Chief Executive
Officer, and Director of Schreiber Foods, Inc., Green Bay, Wisconsin, since
December 1989. Schreiber Foods, Inc. markets cheese products to the food
service industry and national retailers. Prior to 1989, he was President and
Chief Operating Officer of Schreiber Foods, Inc. Age: 54.
John H. Sproule has been a director of Associated since October 1997. He has
been retired from Envirex, Inc., a Rexnord Company, since May 1, 1987, after
more than 34 years of service to Rexnord. He was President of Envirex, Inc.,
Waukesha, Wisconsin, a manufacturer of waste and waste water treatment
equipment, from 1983 through October 1986. From 1978 until September 1983, he
was Executive Vice President and General Manager of Envirex, Inc. From 1977 to
1997 he served on the Board of Directors of First Financial Corporation, a
thrift holding company that merged with Associated in 1997. Age: 71.
Board Committees and Meeting Attendance
The Board held four regular meetings during 1998. The directors attended 100%
of the total number of meetings of the Board and its committees of which they
were members.
The Audit Committee, composed of Messrs. Harder (Chairman), Hutchinson,
Konopacky, Leach, Staven, and Wanta, all of whom are outside directors, held
four meetings during 1998. The Audit Committee reviews the adequacy of
internal accounting controls, reviews with the independent auditors their plan
and results of the audit engagement, reviews the scope and results of
procedures for internal auditing, and reviews and approves the general nature
of audit services by the independent auditors. The Audit Committee recommends
to the Board the appointment of the independent auditors, subject to
ratification by the shareholders at the Annual Meeting, to serve as
Associated's auditors for the following year. Both the internal auditors and
the independent auditors meet periodically with the Audit Committee and have
free access to the Audit Committee at any time.
The Administrative Committee, composed of Messrs. Quick (Chairman),
Gaiswinkler, Holbrook, and Sproule, all of whom are outside directors, held
five meetings in 1998. The Administrative Committee's functions include, among
other duties directed by the Board, administering Associated's stock option
plans (and granting options) and employee fringe benefit programs, reviewing
and approving Associated's
4
<PAGE>
executive salary and bonus structure, selecting candidates to fill vacancies
on the Board of Directors, reviewing the structure and composition of the
Board, and considering qualification requisites for continued Board service.
The Administrative Committee will also consider candidates recommended in
writing by shareholders, if those candidates demonstrate a serious interest in
serving as directors.
Director Compensation
Associated compensates each nonemployee director for services by payment of an
annual retainer and meeting fee. For the year ended December 31, 1998, the
annual retainer was $15,000 and the meeting fee was $500 for each Board and/or
committee meeting attended. Directors who are employees of Associated or its
affiliates do not receive separate compensation for their services as
directors.
STOCK OWNERSHIP
Security Ownership of Beneficial Owners
As of February 28, 1999, the trust departments of two wholly-owned affiliate
banks and Associated Trust Company were, in a fiduciary capacity, the
beneficial owners of 5,228,695 shares of Common Stock, constituting 8.25% of
Associated's outstanding shares entitled to vote. Such ownership is in the
capacity of fiduciaries with voting and/or investment power. As a result
thereof, Associated may be deemed to indirectly beneficially own such shares.
No other person is known to Associated to own beneficially more than 5% of the
outstanding shares entitled to vote. The information set forth below is
reflective of the foregoing.
<TABLE>
<CAPTION>
Title Amount and Nature Percent
of of Beneficial of
Name and Address Class Ownership (1)(2)(3) Class
---------------- ------ ------------------- -------
<S> <C> <C> <C>
Associated Bank Green Bay, N.A. Common 4,375,532 6.91%
200 North Adams Street
Green Bay, Wisconsin 54301
Associated Bank, N.A. Common 653,191 1.03%
100 West Wisconsin Avenue
Neenah, Wisconsin 54956
Associated Trust Company, N.A. Common 199,972 *
--------- ----
401 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
5,228,695 8.25%
</TABLE>
* Denotes percentage is less than 1%.
- ---------------------
(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) the voting power thereof,
including the power to vote or to direct the voting of such shares, or
(ii) the investment power with respect thereto, including the power to
dispose or direct the disposition of such shares. In addition, a person is
deemed to beneficially own any shares which such person has the right to
acquire beneficial ownership of within 60 days.
(2) In the capacity of fiduciaries, the trust departments exercise voting
power where authority has been granted. In other instances, the trust
departments solicit voting preferences from the beneficiaries. In the
event responses are not received as to voting preferences, the shares will
not be voted in favor of or against the proposals.
(3) In the capacity of fiduciaries, included are 455,257 shares with sole
voting power; 31,177 shares with shared voting power; 4,872,122 shares
with sole investment power; and 356,573 shares with shared investment
power.
5
<PAGE>
Security Ownership of Management
Listed below is information as of February 28, 1999, concerning beneficial
ownership of Common Stock of Associated for each director and Named Executive
Officer, and by directors and executive officers as a group.
<TABLE>
<CAPTION>
Name of Beneficial
Title of Class Owner Amount of Beneficial Ownership Percent of Class
-------------- ---------------------- ------------------------------ ----------------
<C> <S> <C> <C>
Common Harry B. Conlon 314,827 *
Common Robert S. Gaiswinkler 139,485 *
Common Robert C. Gallagher 272,038 *
Common Ronald R. Harder 2,920 *
Common John S. Holbrook, Jr. 14,644 *
Common William R. Hutchinson 4,703 *
Common Robert P. Konopacky 62,156 *
Common George R. Leach 56,730 *
Common John C. Meng 11,532 *
Common Randall J. Peterson(1) 98,403 *
Common J. Douglas Quick 14,130 *
Common John C. Seramur 843,238 1.33%
Common John H. Sproule 77,933 *
Common Ralph R. Staven 206,536 *
Common Norman L. Wanta 80,035 *
Common Gordon J. Weber(1) 138,989 *
Directors and
Common Executive Officers(2) 3,140,963 4.96%
</TABLE>
* Denotes percentage is less than 1%.
- ---------------------
(1) Named Executive Officer, non-director.
(2) Includes directors and executive officers as a group (31 individuals).
Share ownership includes shares issuable within 60 days upon exercise of stock
options owned by certain officers.
All shares reported herein are owned with voting and investment power in those
persons whose names are provided herein or by their spouses. Some shares may
be owned in joint tenancy, by a spouse, or in the names of minor children.
6
<PAGE>
Executive Compensation
The following table sets forth information concerning all cash compensation
paid or accrued for services rendered in all capacities to Associated and
affiliates for the fiscal years ended December 31, 1998, 1997, and 1996, of
those persons who were, at December 31, 1998, the Chief Executive Officer of
Associated and the other four most highly compensated executive officers of
Associated or its affiliates (the "Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation(1) Awards
-------------------- ------------
Securities
Underlying All Other
Options/SARs Compensation
Name and Principal Position (2) Year Salary ($) Bonus ($) (#)(3) ($)(4)
- ------------------------------- ---- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Harry B. Conlon 1998 $570,000 $307,800 50,000 $ 83,683(5)
Chairman & CEO, 1997 $407,692 $225,000 15,000 $ 73,351
Associated 1996 $375,000 $135,000 15,000 $ 65,366
John C. Seramur 1998 $567,306 $248,625 0 $3,041,041(6)
Vice Chairman, 1997 $745,000 $335,250 0 $ 197,350
Associated 1996 $720,000 $288,000 0 $ 257,177
Robert C. Gallagher 1998 $348,848 $175,000 25,000 $ 49,982(7)
President & COO, 1997 $325,385 $160,000 12,000 $ 52,634
Associated 1996 $300,000 $128,000 12,000 $ 51,204
Gordon J. Weber 1998 $245,000 $103,000 12,500 $ 23,226(8)
CEO, 1997 $234,423 $ 88,000 8,400 $ 26,351
Associated Bank Milwaukee 1996 $230,000 $ 49,500 9,000 $ 24,363
Randall J. Peterson 1998 $229,231 $ 98,325 12,500 $ 20,945(9)
Chief Credit Officer, Associated; 1997 $213,654 $ 78,750 10,500 $ 18,704
President & CEO, ABGB 1996 $191,346 $ 71,260 6,250 $ 25,468
</TABLE>
- ---------------------
(1) Includes amounts earned and payable during the fiscal year whether or not
receipt of such amounts were deferred at the election of the Named
Executive Officer. All Named Executive Officers are eligible to
participate in the Associated Deferred Compensation Plan. During 1998,
none of the Named Executive Officers participated in this plan. See
"Agreements and Reports."
(2) Included in the table are certain executive officers of affiliates of
Associated who perform policymaking functions for Associated. Associated
Bank Green Bay, National Association ("ABGB"), is a subsidiary bank of
Associated headquartered in Green Bay, Wisconsin. Associated Bank
Milwaukee is a subsidiary bank of Associated headquartered in Milwaukee,
Wisconsin.
(3) Option grants reflect a 25% stock split effected in the form of a stock
dividend in 1995, a 20% stock split effected in the form of a stock
dividend in 1997, and a 25% stock split effected in the form of a stock
dividend in 1998.
(4) Contributions to the Associated Banc-Corp Profit Sharing & Retirement
Savings Plan (including the 401(k) Plan) (the "Retirement Plan") were made
to the accounts of the Named Executive Officers. Contributions to the
Associated Supplemental Executive Retirement Plan (the "SERP"), which
provides retirement benefits to executives selected by the Administrative
Committee without regard to the limitations set forth in Section 415 of
the Internal Revenue Code of 1986, as amended (the "Code"), were made to
the accounts of four of the Named Executive Officers. Contributions
calculated as 10% of the amount of stock purchased made to Associated's
Employee Stock Purchase Plan were made to the accounts of two of the Named
Executive Officers. Life insurance premiums were paid by Associated for
Named Executive Officers.
7
<PAGE>
(5) Includes Retirement Plan contribution of $4,200, SERP contribution of
$75,373, Employee Stock Purchase Plan contribution of $600, and life
insurance premiums of $3,510.
(6) Includes Retirement Plan contribution of $4,200, life insurance premiums
of $2,625, payment under the First Financial Supplemental Executive
Retirement Plan of $180,151, and payout pursuant to the change of control
provisions of an employment agreement of $2,854,065. The provisions of the
employment agreement are described under the heading "Employment and
Severance Agreements."
(7) Includes Retirement Plan contribution of $4,200, SERP contribution of
$36,378, and life insurance premiums of $9,404.
(8) Includes Retirement Plan contribution of $4,200, SERP contribution of
$17,586, and life insurance premiums of $1,440.
(9) Includes Retirement Plan contribution of $4,200, SERP contribution of
$15,045, Employee Stock Purchase Plan contribution of $260, and life
insurance premiums of $1,440.
Stock Options
The table below provides information concerning stock options granted to the
Named Executive Officers during 1998.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term
- ------------------------------------------------------------ ----------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- --------- ------------ ------------ ----------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
H. B.
Conlon 50,000 12.94% $40.30 1-28-08 $ 1,267,223 $ 3,211,391
J. C.
Seramur -- -- -- -- -- --
R. C.
Gallagher 25,000 6.47% $40.30 1-28-08 $ 633,611 $ 1,605,696
G. J.
Weber 12,500 3.24% $40.30 1-28-08 $ 316,806 $ 802,848
R. J.
Peterson 12,500 3.24% $40.30 1-28-08 $ 316,806 $ 802,848
</TABLE>
Option Exercises and Fiscal Year-End Holdings
The following table provides information concerning the stock option exercises
in 1998 and the unexercised stock options held by each Named Executive Officer
as of December 31, 1998.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values (1)
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs In-the-Money Options/SARs
Shares at FY-End(#)(2) at FY-End($)(3)
Acquired on Value ------------------------- ---------------------------
Name Exercise (#) Realized ($) (4) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ---------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. B. Conlon 15,781.25 $638,498.38 81,781.25 68,687.50 $1,196,654.01 $134,686.62
J. C. Seramur 5,258.75 $253,899.29 -- -- -- --
R. C. Gallagher 5,625.00 $231,187.50 72,051.00 39,949.00 $1,064,115.83 $107,743.29
G. J. Weber -- -- 74,788.00 23,212.00 $1,333,917.25 $ 77,800.30
R. J. Peterson 5,625.00 $232,062.50 64,157.00 22,593.00 $1,117,395.53 $ 71,851.79
</TABLE>
- ---------------------
(1) The exercise price for each grant was 100% of the fair market value of the
shares on the date of grant. All granted options are exercisable within
ten years from the date of grant. Within this period, each option is
exercisable from time to time in whole or in part.
8
<PAGE>
(2) Pursuant to the current provisions of the Amended and Restated Long-Term
Incentive Stock Plan (the "Stock Plan"), all Options and other awards
under the Stock Plan shall immediately vest and become exercisable upon
the occurrence of a Change in Control of Associated. Such vesting of
Options shall result in all Options and corresponding SARs becoming
immediately exercisable and all Performance Shares and other awards being
immediately payable. The definition of Change of Control is substantially
the same as under the Associated Change of Control Plan. See "Agreements
and Reports."
(3) Total value of unexercised options based on the market price of Associated
stock as reported on The Nasdaq Stock Market on December 31, 1998, of
$34.1875 per share.
(4) Market price at date of exercise of options, less option exercise price,
times number of shares, equals value realized.
Executive Retirement Plans
The following table sets forth, with respect to the Associated Retirement
Account Plan (the "Account Plan") and the SERP, the estimated annual
retirement benefit payable at age 65 as a straight-life annuity, based on
specified earnings and service levels and a benefit indexing rate of 5%:
<TABLE>
<CAPTION>
Average Total Annual Benefit After Specified Years in Plan(2)
Annual ------------------------------------------------------------
Compensation(1) 20 25 30 35 40 45
- --------------- ------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
250,000 49,600 71,600 99,650 135,475 181,200 239,550
300,000 59,520 85,920 119,580 162,570 217,440 287,460
350,000 69,440 100,240 139,510 189,665 253,680 335,370
400,000 79,360 114,560 159,440 216,760 289,920 383,280
450,000 89,280 128,880 179,370 243,855 326,160 431,190
500,000 99,200 143,200 199,300 270,950 362,400 479,100
550,000 109,120 157,520 219,230 298,045 398,640 527,010
600,000 119,040 171,840 239,160 325,140 434,880 574,920
650,000 128,960 186,160 259,090 352,235 471,120 622,830
700,000 138,880 200,480 279,020 379,330 507,360 670,740
750,000 148,800 214,800 298,950 406,425 543,600 718,650
800,000 158,720 229,120 318,880 433,520 579,840 766,560
850,000 168,640 243,440 338,810 460,615 616,080 814,470
900,000 178,560 257,760 358,740 487,710 652,320 862,380
950,000 188,480 272,080 378,670 514,805 688,560 910,290
1,000,000 198,400 286,400 398,600 541,900 724,800 958,200
1,250,000 248,000 358,000 498,250 677,375 906,000 1,197,750
</TABLE>
- ---------------------
(1) Reflects amounts disclosed as salary and bonus for each of the Named
Executive Officers.
(2) The retirement benefits shown above are not subject to any deductions for
social security or other offsetting amounts, and the annual retirement
benefits are subject to certain maximum limitations under the Code (such
limitation was $130,000 for 1998).
The following table sets forth, with respect to the Account Plan and the SERP
for Named Executive Officers, the credited years of service to date and at age
65:
<TABLE>
<CAPTION>
Credited Years of Credited Years of
Service to Date Service at Age 65
----------------- ------------------
<S> <C> <C>
H. B. Conlon 34 35
J. C. Seramur 32 41
R. C. Gallagher 18 22
G. J. Weber 27 41
R. J. Peterson 16 28
</TABLE>
9
<PAGE>
REPORT OF THE ADMINISTRATIVE COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Committee. The Administrative Committee of the Board of Directors (the
"Committee") supervises Associated's executive compensation policies and
programs. It establishes the base salary and incentive compensation of the
chief executive officer and approves base salaries and bonuses of 18 other
executive officers. The Committee must have three or more members, and no
member may be an employee of Associated or any affiliate. The Committee
currently has four members.
Compensation Policy. Associated's policy is to have base salaries for
executive officers that generally are near the median level for employees
having comparable responsibility for financial institutions of comparable
size. Annual bonuses are closely related to corporate-wide and business unit
financial performance goals and individual goals, which, if achieved, will be
reflected in superior operating results. The financial goals emphasize
earnings per share, return on equity, return on assets, loan quality, and
expense control. Specific goals are set on an individual basis for each
executive officer to reflect differences in responsibilities and other
relevant factors. When superior operating results are attained, Associated's
policy permits total compensation to exceed median levels for institutions of
comparable size but does not permit total compensation to exceed median levels
for such institutions having comparable performance in terms of return on
assets and return on equity. Long-term incentives are provided through stock-
based awards which directly relate a portion of the executive officers' long-
term remuneration to stock price appreciation realized by Associated's
shareholders.
The goal of this compensation policy is to be modest but effective, providing
competitive remuneration to attract and retain high quality executives and
appropriate incentives for those employees to enhance shareholder value while
avoiding arrangements that could result in expense that is not justified by
performance. As long as this basic goal is being achieved, the Committee
relies to a great extent on the subjective judgment of the chief executive
officer in establishing salary, bonus, and long-term incentive compensation.
Independent Consultant. To assist it in supervising the compensation policy,
the Committee relies upon an independent outside consultant who provides data
at least once every two years regarding compensation practices of financial
institutions. The independent outside consultant prepared and presented a
report to the Committee at its December 1998 meeting. Competitive compensation
levels considered by the Committee are based upon the results of several
compensation surveys and the analysis of the consultant as to appropriate
adjustments to make meaningful comparisons to the compensation of Associated's
executive officers. The surveys used by the consultant cover a larger number
and greater variety of institutions than are included in the Nasdaq Bank Index
referred to under the heading "Shareholder Return Performance Presentation--
Stock Price Performance Graph." Adjustments made by the consultant to the
survey data account for differences in corporate size, business lines, and
geographic markets.
Base Salaries. Salaries paid to executive officers (other than the chief
executive officer) are based upon the chief executive officer's subjective
assessment of the nature of the position and the contribution and experience
of the executive officer. In 1998, base salaries for executive officers as a
group were near the median of competitive levels identified by the consultant.
The chief executive officer reviews all salary recommendations with the
Committee. The Committee is responsible for approving or disapproving those
recommendations based upon Associated's compensation policy.
Annual Bonuses. Annual bonuses are awarded to executive officers at the
discretion of the Committee at the end of each year. The amount of bonus, if
any, for each executive officer (other than the chief executive officer) is
recommended to the Committee by the chief executive officer based upon an
evaluation by the chief executive officer of the achievement of the corporate-
wide, business unit, and personal performance goals established for each
officer by the chief executive officer at the beginning of the year and, where
appropriate, modified during the year to reflect changed conditions. Corporate
performance goals and business unit goals such as earnings growth, return on
assets, and return on equity are considered. In 1998, the Committee did not
disapprove of any bonuses recommended to it by the chief
10
<PAGE>
executive officer because the foregoing goals, including earnings growth, were
met. Earnings growth is a required threshold for bonuses.
Chief Executive Officer Salary and Bonus. The 1998 base salary for the chief
executive officer was established at a level that the Committee believed would
approximate a median level based upon the analysis of competitive data by the
Committee's consultant. The chief executive officer's bonus for 1998 was
established based upon the Committee's overall evaluation of the chief
executive officer's performance, including the achievement of corporate
financial performance goals and individual goals that were established during
the year. The financial goals required increased earnings per share and also
included achievement of designated levels of return on assets, return on
equity, and loan quality statistics. An earnings per share threshold was
established early in the year. This threshold was required to have been met in
order for the chief executive officer to have received a bonus. Achievement of
other corporate performance goals was considered in general, and no formula
giving designated weights to particular goals was used. The chief executive
officer's salary and bonus for 1998 reflected the fact that the earnings per
share threshold and all other goals were achieved. Based upon its consultant's
advice, the Committee believes that the total of 1998 salary and bonus for the
chief executive officer was consistent with Associated's policy.
Stock Options. The Committee administers and grants options under the Stock
Plan. Options have been granted at irregular intervals in the past. During
1998, options for 382,625 shares were granted to 134 employees. These options
have 10-year terms, vest in stages over the first three years, and have
exercise prices equal to 100% of market value on the date of grant. The value
of the shares covered by these options (based upon the option price) ranged
from about 125% of annual salary to 25% of annual salary. Option recipients
and amounts (for employees other than the chief executive officer) were
recommended to the Committee by the chief executive officer based upon his
judgment of position and performance of each recipient and the ability of that
recipient to effect overall corporate performance. The Committee's award of
options to the chief executive officer was based upon guidelines presented by
the consultant which resulted in a total compensation package in the median of
competitive levels identified by the consultant. The options awarded were
determined to be comparable with awards for chief executive officers with
similar salary and bonus.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the
Code, enacted in 1993, generally disallows a federal income tax deduction to
public companies for compensation over $1,000,000 paid to the corporation's
chief executive officer and four other most highly compensated executive
officers. Qualifying performance-based compensation will not be subject to the
deduction limit if certain requirements are met. The Committee's policy with
respect to Section 162(m) of the Code is to qualify such compensation for
deductibility where practicable. Options granted under the Stock Plan have
been structured to qualify as performance-based compensation and, accordingly,
the compensation realized upon the exercise of such options will be fully
deductible by Associated. The Committee does not anticipate that the
compensation from Associated to any executive officer during fiscal year
ending December 31, 1998, will exceed the limits on deductibility.
ADMINISTRATIVE COMMITTEE
<TABLE>
<S> <C>
Robert S. Gaiswinkler,
Member John S. Holbrook, Jr., Secretary
J. Douglas Quick, Chairman John H. Sproule, Member
</TABLE>
Compensation Committee Interlocks and Insider Participation
John S. Holbrook, Jr. is a partner in the Madison, Wisconsin, office of the
Quarles & Brady law firm. Quarles & Brady has performed legal services for
Associated and some of its subsidiaries and is expected to continue to provide
legal services during the current fiscal year. A corporation of which Mr.
Quick is an executive officer had loans with subsidiary banks of Associated.
See "Election of Directors--Certain Transactions." There are no other
interlocking relationships as defined by the Securities and Exchange
Commission, and no Associated officer or employee is a member of the
Committee.
11
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Stock Price Performance Graph
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return (change in year-end stock price plus
reinvested dividends) on Associated's Common Stock with the cumulative total
return of the Nasdaq Bank Index and the S&P 500 Index for the period of five
fiscal years commencing on December 31, 1993, and ending December 31, 1998. The
Nasdaq Bank Index is prepared for Nasdaq by the Center for Research in
Securities Prices at the University of Chicago. The graph assumes that the
value of the investment in Associated stock and for each index was $100 on
December 31, 1993.
[CHART APPEARS HERE]
<TABLE>
<CAPTION>
12/31/1993 12/31/1994 12/31/1995 12/31/1996 12/31/1997 12/31/1998
<S> <C> <C> <C> <C> <C>
Associated 100.00 106.03 157.46 168.19 269.03 214.30
Nasdaq Bank 100.00 99.64 148.38 195.91 328.02 324.90
S&P 500 100.00 101.23 139.28 171.23 228.34 293.60
</TABLE>
Historical stock price performance shown on the graph is not necessarily
indicative of the future price performance.
The Stock Price Performance Graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), except to the extent Associated
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
Agreements and Reports
Deferred Compensation Agreements. Associated adopted a nonqualified deferred
compensation plan in December 1994 (the "Deferred Compensation Plan") to permit
certain senior officers to defer current compensation to accumulate additional
funds for retirement. The CEO and 23 senior officers are currently eligible to
participate under the Deferred Compensation Plan including each of the Named
Executive Officers. During 1998, none of the Named Executive Officers
participated in the Deferred Compensation Plan. Pursuant to the Deferred
Compensation Plan, each year each executive may elect to defer a portion of his
base salary and/or annual incentive compensation. The executive may choose
to receive payment of deferred amounts in five equal annual installments, ten
equal annual installments,
12
<PAGE>
or a lump sum payment at his anticipated retirement date. In addition, under
certain limited circumstances described in the plan, the executive may receive
distributions during employment. If the executive's services are terminated
voluntarily or involuntarily, he retains all rights to the undistributed
amounts credited to his account. All funds deferred have been placed in a
trust with an independent third party trustee. Investment results on funds in
the trust will vary depending on investments selected and managed by the
trustee.
Change of Control Plan. Associated maintains a Change of Control plan (the
"Plan") to provide severance benefits to the Chief Executive Officer (the
"CEO") and certain senior officers in the event of their termination of
employment following a Change of Control of Associated (as defined below). The
CEO and 23 senior officers are currently designated to participate under the
Plan and prior to a Change of Control, from time to time, the CEO is
authorized to designate additional participating senior officers. Messrs.
Conlon, Gallagher, Peterson, and Weber are the only Named Executive Officers
who currently participate in the Plan.
If within three years following a Change of Control (or in anticipation of and
preceding a Change of Control) a termination of employment occurs either
involuntarily or for Good Reason (as defined below), a participant may, at the
discretion of Associated, receive either a lump sum payment or installment
payments reflected in the Plan schedule in effect at the date of such
termination. Such payment will also include legal fees and expenses related to
termination of employment or dispute of benefits payable under the Plan, if
any. "Good Reason" includes a change in the employee's duties and
responsibilities which are inconsistent with those prior to the Change of
Control, a reduction in salary, or a discontinuation of any bonus plan or
certain other compensation plans, a transfer to an employment location greater
than fifty miles from the employee's present office location, or certain other
breaches. Benefits are not paid in the event of retirement, death or
disability, or termination for Cause which generally includes willful failure
to substantially perform duties or certain willful misconduct. The Plan
provides participants with benefits in either a lump sum or installment
payments, at the election of Associated. The total benefits payable include
one to three years (the "Continuation Period") of base salary and incentive
compensation and continued health, welfare, and life insurance benefits during
the Continuation Period. In addition, upon termination, participants will be
entitled to age and service credit for the Continuation Period under all
retirement programs and supplemental retirement plans in which they
participate. If installment payments are elected by Associated, the salary and
incentive compensation payments shall be paid ratably over the Continuation
Period. The respective Continuation Period for each participant is specified
in the Plan schedule. Currently, Messrs. Conlon and Gallagher are entitled to
a three-year Continuation Period, and Messrs. Weber and Peterson are entitled
to a two-year Continuation Period. The Plan also provides for gross-up
payments for any excise taxes incurred under Section 280G of the Code as a
result of any benefits paid to the participants in connection with a Change of
Control. The Plan, including the Plan schedule, may be amended, subject to
certain limitations, at any time by Associated prior to a Change of Control.
A "Change of Control" under the Plan shall occur if an offer is accepted, in
writing, with respect to any of the following: (a) a change of ownership of
25% or more of the outstanding voting securities of Associated; (b) a merger
or consolidation of Associated with or into a corporation, and as a result of
such merger or consolidation, less than 75% of the outstanding voting
securities of the surviving or resulting corporation will be owned in the
aggregate by the shareholders of Associated who owned such securities
immediately prior to such merger or consolidation, other than affiliates
(within the meaning of the Exchange Act) of any party to such merger or
consolidation; (c) a sale by Associated of at least 85% of its assets to any
entity which is not a member of the control group of corporations, within the
meaning of Section 1563 of the Code, of which Associated is a member; or (d)
an acquisition by a person, within the meaning of Section 3(a)(9) or 13(d)(3)
of the Exchange Act, of 25% or more of the outstanding voting securities of
Associated (whether directly, indirectly, beneficially, or of record).
Section 16(a), Beneficial Ownership Reporting Compliance. Under Section 16(a)
of the Exchange Act, Associated's directors and executive officers, as well as
certain persons holding more than 10% of Associated's stock, are required to
report their initial ownership of stock and any subsequent change in such
ownership to the Securities and Exchange Commission, Nasdaq, and Associated
(such requirements
13
<PAGE>
hereinafter referred to as "Section 16(a) filing requirements"). Specific time
deadlines for the Section 16(a) filing requirements have been established.
To Associated's knowledge, and based solely upon a review of the copies of
such reports furnished to Associated, and upon written representations that no
other reports were required, with respect to the fiscal year ended December
31, 1998, Associated's officers, directors, and greater than 10% beneficial
owners complied with all applicable Section 16(a) filing requirements, other
than with respect to Mr. David Handy for whom one transaction was
inadvertently reported late.
Employment and Severance Agreements. Mr. Seramur is a party to certain
agreements which were modified and assumed by Associated in connection with
the merger with First Financial Corporation. The agreements originally
provided for the payment of severance if Mr. Seramur's employment was
terminated by Associated other than for Cause or by Mr. Seramur for Good
Reason (as such terms are defined in the Agreement and Plan of Merger among
Associated, Badger Merger Corp., and First Financial dated as of May 14,
1997). The modified agreements provide that Associated would make such
payments to Mr. Seramur on the earlier of (i) 15 days prior to his resignation
with Good Reason or termination without Cause, or (ii) October 29, 1999, or
upon Mr. Seramur's death or disability.
These payments, which are limited to the maximum amount that can be paid
without adverse tax consequences under Section 280G of the Code, are equal to
three times the average annual compensation that was paid to Mr. Seramur by
First Financial and its subsidiaries and are includable in his gross income
for federal tax purposes for the calendar years 1992 through 1996. Pursuant to
the agreements, cash payments of approximately $2.9 million were made to Mr.
Seramur on May 29, 1998. Mr. Seramur is also eligible for continuation of
health care and other fringe benefits for 24 months following termination (in
addition to the right to pay for coverage for 12 months thereafter). Also,
under the terms of First Financial's Supplemental Executive Retirement Plan,
Mr. Seramur will receive an annual annuity for ten years certain or life of
approximately $180,000. Mr. Seramur received his first annuity payment in
1998.
In addition to Mr. Seramur, five of Associated's officers who were previously
officers of First Financial were or are parties to agreements which are
substantially similar to the agreement with Mr. Seramur. Such officers have or
will receive no later than October 29, 1999, cash payments equal to
approximately $1,723,000 in the aggregate and annual annuities for ten years
ranging from approximately $14,000 to $49,000 (assuming that their employment
is not terminated by Associated for Cause or by the officer without Good
Reason).
Interest of Management in Certain Transactions
Various officers and directors of Associated and its subsidiaries, members of
their families, and the companies or firms with which they are associated were
customers of, and had banking transactions with, one or more of Associated's
subsidiary banks in the ordinary course of each such bank's business during
1998. The percentage of consolidated shareholders' equity represented by loans
made in such transactions was 10.5% at December 31, 1998. Additional
transactions may be expected to take place in the ordinary course of business
in the future. All loans and commitments to loans included in such
transactions were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and, in the opinion of the management of
Associated's subsidiary banks, did not involve more than a normal risk of
collectibility or present other unfavorable features.
PROPOSAL 2
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by shareholders at the Annual Meeting, the Audit
Committee has recommended to the Board, and the Board has approved, the
selection of the independent public accounting firm of KPMG LLP to audit
Associated's consolidated financial statements for the 1999 fiscal year. KPMG
LLP audited Associated's consolidated financial statements for the year ended
December 31, 1998. It is
14
<PAGE>
expected that representatives of KPMG LLP will be present at the Annual
Meeting, will have the opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.
If the foregoing recommendation is rejected, or if KPMG LLP declines to act or
otherwise becomes incapable of acting, or if its appointment is otherwise
discontinued, the Board will appoint other independent accountants whose
appointment for any period subsequent to the 1999 Annual Meeting of
Shareholders shall be subject to the ratification by the shareholders at that
meeting.
The Boards recommends that you vote FOR the selection of KPMG LLP as
independent public accountants for the year ending December 31, 1999.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
As of the date of this Proxy Statement, Associated is not aware that any
matters are to be presented for action at the meeting other than those
described in this Proxy Statement. If any matters properly come before the
Annual Meeting, the proxy form sent herewith, if executed and returned, gives
the designated proxies discretionary authority with respect to such matters.
SHAREHOLDER PROPOSALS
Proposals of a shareholder submitted pursuant to Rule 14a-8 of the Securities
and Exchange Commission ("Rule 14a-8") for inclusion in the proxy statement
for the annual meeting of shareholders to be held April 26, 2000, must be
received by Associated at its executive offices not later than November 23,
1999. This notice of the annual meeting date also serves as the notice by
Associated under the advance-notice Bylaw described below.
A shareholder that intends to present business other than pursuant to Rule
14a-8 at the next annual meeting, scheduled to be held on April 26, 2000, must
comply with the requirements set forth in Associated's Bylaws. To bring
business before an annual meeting, the Company's Bylaws require, among other
things, that the shareholder submit written notice thereof to Associated's
executive offices not less than 60 days nor more than 75 days prior to the
meeting. Therefore, Associated must receive notice of a shareholder proposal
submitted other than pursuant to Rule 14a-8 no sooner than February 11, 2000,
and no later than February 28, 2000. If notice is received before February 11,
2000, or after February 28, 2000, it will be considered untimely and the
Company will not be required to present such proposal at the April 26, 2000,
annual meeting.
By Order of the Board of Directors,
Brian R. Bodager
Chief Administrative Officer,
General Counsel & Corporate Secretary
Green Bay, Wisconsin
March 23, 1999
15
<PAGE>
ASSOCIATED BANC-CORP
1200 HANSEN ROAD, GREEN BAY, WI 54304
THIS REVOCABLE PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF ASSOCIATED BANC-CORP
for the Annual Meeting of Shareholders to be held on April 28, 1999
The undersigned hereby appoints Ronald R. Harder, John C. Meng, and J.
Douglas Quick, and each of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of Common Stock of Associated Banc-Corp ("Associated")
held of record by the undersigned on March 1, 1999, at the Annual Meeting of
Shareholders to be held on April 28, 1999, or any adjournment thereof on the
matters and in the manner indicated on the reverse side of this proxy card and
described in the Proxy Statement of Associated. This proxy revokes all prior
proxies given by the undersigned. If no direction is made, this proxy will be
voted FOR Proposals 1 and 2 and any such matters which may come before the
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND
FOR PROPOSAL 2.
(ADDRESS CHANGE/COMMENTS)
________________________________
________________________________
________________________________
________________________________
(If you have written in
the above space, please mark the
corresponding box on the
reverse side of this card.)
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN, AND DATE THIS PROXY ON THE REVERSE
SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE.
FOLD AND DETACH HERE
DIRECTIONS TO THE GRAND OPERA HOUSE, 100 HIGH AVENUE, OSHKOSH, WISCONSIN
TRAVELING SOUTH ON HIGHWAY 41
FROM GREEN BAY/APPLETON AREA:
Exit Highway 41 at Highway 21 and
travel east. Follow Highway 21
(Oshkosh Avenue) over the Fox
River. Turn right at the first
light after the bridge onto High
Avenue. The Grand is located at
100 High Avenue.
[MAP INSERTED HERE]
TRAVELING NORTH ON HIGHWAY 41
FROM MILWAUKEE/FOND DU LAC AREA:
Exit Highway 41 at 9th Avenue.
Follow 9th Avenue to Oregon
Street. Turn left onto Oregon
and follow over the Fox River.
Turn right onto High Avenue. The
Grand is located at 100 High
Avenue.
<PAGE>
ASSOCIATED BANC-CORP
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
For Withheld For Against Abstain
1. Election of Directors -- 2.To ratify the selection of KPMG LLP
Nominees: John S. Holbrook, Jr., as independent auditors of Associated for
William R. Hutchinson, George R. Leach, the year ending December 31, 1999.
and John C. Seramur.
SPECIAL ACTION
- ----------------------------------------
For All Except nominee(s) written above. Comments [_]
Will Attend Economic/Investment Seminar [_]
Will Attend Shareholders Meeting [_]
Dated: _________________, 1999
Signature (s) _______________________
Receipt of Notice of said meeting and of the
Proxy Statement and Annual Report of Associated
is hereby acknowledged. Please sign exactly as
name appears hereon and date. When shares are
held by joint tenants, both should sign. When
signing as attorney, executor, administrator,
trustee, or guardian, please give full title. If
a corporation, please sign in full corporate
name by president or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.
</TABLE>
FOLD AND DETACH HERE
[LOGO]
Associated Banc-Corp
1999 Annual Meeting of Shareholders
The Annual Meeting of Shareholders of Associated Banc-Corp will be held at The
Grand Opera House, 100 High Street, Oshkosh, Wisconsin, at 11:00 a.m. on
Wednesday, April 28, 1999.
Beginning at 10:00 a.m., we will again present an economic/investment update.
Associated's Trust professionals will provide an update on the equity market and
interest rate environment as they affect us as investors. A continental
breakfast reception of coffee, juice, and pastries is planned for 9:00 a.m.
until the start of the meetings.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE VOTE YOUR SHARES AND SIGN THE
PROXY CARD PRINTED ABOVE. TEAR AT THE PERFORATION AND MAIL THE PROXY CARD IN THE
ENCLOSED POSTAGE PAID ENVELOPE ADDRESSED TO FIRST CHICAGO TRUST COMPANY AT YOUR
EARLIEST CONVENIENCE.
If you plan to attend the Annual Meeting and/or the economic/investment update,
please mark the appropriate box(es) on the proxy card. Please print attendees
names carefully in the comments section so we can prepare name tags once your
shares have been voted. We will not be mailing admission tickets; however, your
name tag will be at the registration table and will be your admittance to the
meeting.
For your convenience, we are providing space on the proxy card for any questions
or comments you may have that you wish to have addressed either personally or at
the Annual Meeting. We always appreciate your input and interest in Associated.
We look forward to seeing you on April 28th.
(DIRECTIONS TO THE GRAND OPERA HOUSE ARE PRINTED ON THE REVERSE OF THIS PROXY
AND INVITATION.)
