SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission file number 0-5519 (Associated Banc-Corp)
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
ASSOCIATED BANC-CORP PROFIT SHARING AND RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive officer:
ASSOCIATED BANC-CORP
1200 Hansen Road
Green Bay, Wisconsin 54304
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Associated Banc-Corp Retirement Program Committee has duly caused this Annual
Report to be signed on its behalf by the undersigned hereunto duly authorized.
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
/s/ James A. Noffke
-------------------------------------
James A. Noffke, Chairman
Retirement Program Committee
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Financial Statements and Schedule
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
Page(s)
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits,
December 31, 1999 & 1998
Statements of Changes in Net Assets Available for
Plan Benefits, Years Ended December 31, 1999 & 1998
Notes to Financial Statements
Schedule of Assets Held for Investment Purposes,
December 31, 1999
<PAGE>
Independent Auditors' Report
The Board of Directors
Associated Banc-Corp
Profit Sharing and Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Associated Banc-Corp Profit Sharing and Retirement Savings Plan
(Plan) as of December 31, 1999 and 1998, and the related statements of changes
in net assets available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
--------------------------
May 26, 2000
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Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
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1999 1998
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Assets:
Investments:
Common trust funds $ 144,899,697 $ 143,826,003
Common stocks 107,559,740 116,178,019
Loans to participants 1,551,268 1,955,305
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Total Investments 254,010,705 261,959,327
Cash and cash equivalents 286,178 919,895
Accrued interest and dividends receivable 2,416 2,134
Cash surrender value of insurance 349,145 429,360
Employer contribution receivable 1,728,595 8,670,996
Other, net (27,646) 14,139
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Net assets available for plan benefits $ 256,349,393 $ 271,995,851
================================================================================
See accompanying notes to financial statements
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING & RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 1999 and 1998
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1999 1998
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Additions:
Investment Income:
Appreciation (depreciation)
in fair value of investments $6,257,998 $(15,751,456)
Interest and dividends 4,008,746 4,166,707
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Subtotal 10,266,744 (11,584,749)
Participant contributions 6,392,988 5,719,844
Employer contributions 1,728,595 8,670,996
Rollover contributions 1,114,367 1,046,084
Other 3,442 37,531
Transfer of net assets from other plans 3,171,082 150,547,417
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Total additions 22,677,218 154,437,123
Deductions:
Distribution to participants 37,682,300 18,083,546
Insurance premiums 41,033 41,197
Administrative expenses 600,343 588,928
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Total deductions 38,323,676 18,713,671
Net increase/(decrease) in net
assets available for plan benefits (15,646,458) 135,723,452
Net assets available for plan benefits:
Beginning of year 271,995,851 136,272,399
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End of year $256,349,393 $271,995,851
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See accompanying notes to financial statements
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING & RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999
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(1) Description of the Plan
The following brief description of the Associated Banc-Corp Profit Sharing
and Retirement Savings Plan (Plan) is provided for general information. The
Plan contains both profit sharing provisions and retirement savings
provisions. Participants should refer to the summary plan description for a
more complete description of the Plan's provisions.
Background
Associated Banc-Corp (Company) has established the Associated Banc-Corp
Profit Sharing and Retirement Savings Plan, a defined contribution plan.
The profit sharing provisions of the Plan provide for discretionary
employer contributions. The retirement savings provisions of the Plan
provides for employee contributions complying with the provisions of
Internal Revenue Code (Code) Section 401(k) as well as discretionary
employer contributions. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Plan Mergers
Assets were merged into the Plan as follows during the years ended December
31, 1999 and 1998:
During the first quarter of 1998, net assets of First Financial
Corporation's 401(K) Profit Sharing Plan totaling $149,857,612 were merged
into the Plan.
On April 1, 1998, the net assets of Gladstone-Norwood Trust and Savings
Bank 401(K) Plan totaling $689,805 were merged into the Plan.
On April 12, 1999, the net assets of Citizens Bank Profit Sharing and
401(k) Plan totaling $3,171,082 were merged into the Plan.
Participants
Employees of the Company and its subsidiaries that have adopted the Plan
are eligible to participate in the profit sharing provisions and in the
discretionary employer retirement savings contribution provisions of the
Plan on the January 1 of the year in which 1,000 hours of service are
completed. Employees are eligible to participate in the employee retirement
savings contribution portion of the Plan immediately upon the date of hire
if they are reasonably expected to complete 1,000 hours of service
annually. Otherwise, employees are eligible to participate in the Plan
immediately after completing 1,000 hours of service in a Plan year.
Contributions
In conjunction with the retirement savings provisions of the Plan,
participants can elect to contribute an amount between 1% and a maximum
percentage set by the Retirement Program Committee (10% in 1999 and 1998)
of their compensation in multiples of 1% to the Plan by means of regular
payroll deductions. Participants are also allowed to contribute amounts
qualifying as rollover contributions under Section 402(c)(4) of the Code.
The Plan provides for a Company Matching contribution based upon the
participant's salary deferral with a fixed component and a profit based
component. For 1999, the Company Match was 25% of the participant's first
6% deferred and the profitability portion was 12.5% of the first 6%
deferred for plan participants who have met the service requirements.
The Plan provides for discretionary Company contributions under the profit
sharing provision of the Plan. Such contributions are allocated to each
participant's account based upon total participant's compensation, as
defined by the Plan for the year.
Vesting
Participants are 100% vested at all times in their benefits under the
retirement savings portion of the Plan. The following is a schedule of
vesting in the Company's discretionary profit sharing contribution:
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Years of Service Vested Percentage
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Less than three 0%
Three but less than four 20%
Four but less than five 40%
Five but less than six 60%
Six but less than seven 80%
Seven or more 100%
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Forfeitures
Upon termination, the non-vested portion of Company contributions and the
earnings thereon become subject to forfeiture. Forfeitures were
approximately $642,000 and $329,000 in 1999 and 1998 respectively. These
were allocated to remaining active participants based on compensation.
Under certain circumstances, the forfeited portion of a participant's
account will be restored if the participant is re-employed by the Company.
Investment of Plan Assets
Participants have the right to direct that investments be made in the
Balanced Fund, Money Market Fund, Intermediate Term Bond Fund, Diversified
Stock Fund, Associated Banc-Corp Common Stock Fund, or a combination of
funds. Plan assets are held in trust with a subsidiary of the Company
(trustee). The following is a brief description of each fund:
Balanced Fund - Invests primarily in fixed income investments and common
stocks. Actual investments made by the trustee are into the Associated
Trust Company, N.A. Balanced Fund.
Money Market Fund - Invests primarily in U.S Treasury bills and repurchase
agreements. Actual investments made by the trustee are into the Associated
Trust Company, N.A. Cash Management Fund.
Intermediate Term Bond Fund - Invests primarily in U.S. Treasury
obligations, fixed income corporate bonds with a rating of "A" or better
and high-quality real estate mortgages, and common trust funds with similar
characteristics. Actual investments made by the trustee are into the
Associated Trust Company, N.A. Intermediate Term Bond Fund.
Diversified Stock Fund - Invests primarily in common stocks, common funds
managed by the Company's trust departments, or mutual funds expected to
achieve capital and income growth. Actual investments made by the trustee
are into the Associated Trust Company, N.A. Diversified Stock Fund.
Associated Banc-Corp Common Stock Fund - Invests in Associated Banc-Corp
common stock and cash equivalents.
Participants can elect to invest in one of the aforementioned funds or in
1% increments in two or more funds. Participants can change the allocation
of the Plan accounts once every 90 calendar days.
Certain participants previously had the right to maintain a separate trust
for self-directed investments. Current plan provisions do not provide for
this.
A participant in the Plan can receive a loan for emergency conditions which
result from medical expenses in the participant's immediate family,
establishing or preserving the home in which the participant resides, or
for the purpose of providing an education for the participant, spouse, and
children of the participant. Loans are limited to the lesser of (1)
$50,000, reduced by the excess of the highest outstanding balance of loans
from the Plan during the one-year period ending on the day before the date
on which such loan was made over the outstanding balance of loans from the
Plan on the date on which such loan was made or (2) 50% of the vested
benefit of the participant's account balance. A participant may not request
a loan for less than $1,000.
Valuation of Plan Assets
During 1998, the Plan was changed from a quarterly valued plan to a daily
valued plan. Under a daily valued plan, participants can verify account
balances daily utilizing the VRU, contributions are allocated to
participant accounts upon receipt, and income and changes in asset values
are immediately updated.
Distributions
Distributions are made in the form of lump-sum payments or payments over a
period in monthly, quarterly, semi-annual or annual installments.
Distributions must begin no later than 60 days after the close of the plan
year in which the later of the participant's attainment of age 65 or the
termination date occurs, unless the participant elects to delay
commencement of the distribution until the April 1 following the attainment
of age 70 1/2. Participants may withdraw amounts for any reason upon
reaching age 59 1/2. Earnings are credited to a participant's account
through the date of distribution.
Termination of Plan
While the Company has not expressed any intent to terminate the Plan, it is
free to do so at any time subject to the provisions of ERISA. In the event
of termination, participants become fully vested to the extent of the
balance in their account, including investment income through the
termination date.
(2) Summary of Significant Accounting Policies
The accounting policies followed by the Plan conform to generally accepted
accounting principles for such plans. The more significant policies are as
follows:
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis.
Investments
Investments are quoted at market prices. Securities for which no quoted
market price is available are valued at estimated fair value. Short-term
investments are stated at cost, which approximates fair value. Plan assets
are held with the trustee. Purchases and sales of securities are recorded
on a trade-date basis. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires plan administrator estimates and
assumptions that affect the reported amounts of assets available for
benefits and plan benefit obligations and disclosure of contingent assets
and liabilities at the date of the financial statements. Actual results
could differ from those estimates.
Reclassification
Certain 1998 amounts have been reclassified to conform with the 1999
presentation.
(3) Investments
The Plan adopted the American Institute of Certified Public Accountants'
Statement of Postion 99-3, Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters (SOP 99-3) in
1999. Accordingly, information previously required to be disclosed about
participant-directed fund investment programs is not presented in the
Plan's financial statements.
The fair value of investments that represent 5% or more of the Plan's net
assets at December 31 are presented in the
following table:
1999 1998
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Associated Banc-Corp
Common Stock Fund $107,271,511 $115,772,009
Associated Trust Company, N.A.
Diversified Stock Fund 69,876,675 66,018,112
Associated Trust Company, N.A.
Balanced Fund 45,237,414 45,776,063
Associated Trust Company, N.A.
Cash Management Fund 18,662,076 17,392,659
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During 1999 and 1998, the Plan's investments (including gains and losses on
investments purchased and sold, as well as held during the year)
depreciated/appreciated in value by $6,257,998 and $(15,751,456),
respectively, as follows:
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1999 1998
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Common stock $1,807,411 $ 17,720,169
Common trust funds 4,450,587 (33,471,625)
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$6,257,998 $(15,751,456)
========= ==========
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(4) Transactions with Related Parties
The Associated Banc-Corp Common Stock Fund at December 31, 1999 and 1998
included 3,109,121 shares and 3,316,643 shares, respectively, of common
stock of the Company with fair values of $106,487,394 and $113,389,391,
respectively. Dividend income from Company stock totaled $3,829,708 and
$3,514,121 in 1999 and 1998, respectively.
(5) Benefits Payable
Amounts as presented in the accompanying financial statements differ from
the amounts reported in Form 5500 due to benefits payable to terminated and
retired participants.
As of December 31, 1999 and 1998, net assets available for plan benefits
include vested balances for terminated and retired participants of
approximately $1,815,167 and $1,333,000 that were payable within the first
month of 2000 and 1999, respectively, were recorded as benefits payable on
the Form 5500 but not on the accompanying financial statements.
(6) Income Taxes
The Plan administrator has received a favorable tax determination letter,
dated May 22, 1995, from the Internal Revenue Service indicating that the
Plan qualifies under the provisions of Section 401(a) of the Code, and the
related trust is, therefore, exempt from tax under Section 501(a).
Therefore, a provision for income taxes has not been included in the Plan's
financial statements. In the opinion of the Plan Administrator, the Plan
and its underlying trust have operated within the terms of the Plan and
remain qualified under the applicable provisions of the Code.
Participants in the Plan are not subject to federal income taxes until they
receive a distribution from the Plan.
(7) Subsequent Events
Effective January 1, 2000, employees of Riverside Bank, Bank Windsor and
BNC Financial Corp. are eligible to participate in the Plan. Assets from
any merged plans are expected to be merged into the plan on July 1, 2000.
Also effective January 1, 2000 the following changes were approved and
implemented for the Plan:
- All employees will be fully vested after 5 years of service.
- The employer match formula changed from a profit-based formula to 50%
of the first 6% of salary deferral.
- The Common Stock Fund and Foreign Equity Fund were added as investment
alternatives.
- Employees will be allowed to change investment elections on a daily
basis, previously they were restricted to one change every 90 days.
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING & RETIREMENT SAVINGS PLAN
Schedule of Assets Held for Investment Purposes December 31, 1999
--------------------------------------------------------------------------------
Description of investment,
including maturity date,
Identity of issue, borrower, rate of interest, collateral Current
Lessor, or similar party par or maturity value Value
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Central & Southwest Corp. Common Stock, 1,200 shares $24,000
Florida Progress Corp. Common Stock, 1,600 shares 67,701
LG and E Energy Corp. Common Stock, 3,000 shares 52,314
New Century Energies Inc. Common Stock, 1,235 shares 37,513
New England Electric System Common Stock, 500 shares 25,875
Public SVC Enterprise Grp Inc. Common Stock, 1,600 shares 55,701
WPS Resources Corp. Common Stock, 1,000 shares 25,125
Associated Banc-Corp Common
Stock Fund 3,190,944 units 107,271,511
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Total Common Stocks $107,559,740
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*Associated Trust Company, N.A.
Common Stock Fund 4,806 units $ 958,824
*Associated Trust Company, N.A.
Regional Bank Fund 683 units 92,411
*Associated Trust Company, N.A.
Capital Appreciation Fund 1,468 units 81,375
*Associated Trust Company, N.A.
Balanced Fund 713,727 units 45,237,414
*Associated Trust Company, N.A.
Equity Income Fund 3,677 units 209,223
*Associated Trust Company, N.A.
Cash Management Fund 17,213,016 units 18,662,076
*Associated Trust Company, N.A.
Diversified Stock Fund 605,893 units 69,876,675
*Associated Trust Company, N.A.
Foreign Equity Fund 3,134 units 140,686
*Associated Trust Company, N.A.
Intermediate Term Bond 563,053 units 9,641,013
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Total Common Funds $144,899,697
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Loans to Participants (6.625% - 10.65%) 1,551,268
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Total Assets Held for Investment Purposes $254,010,705
Cash Equivalents:
Goldman Sachs Financial Square
Prime Obligations Fund 281,814
Cash 4,364
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Total Cash Equivalents $ 286,178
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*Denotes a party-in-interest
See accompanying independent auditors' report.
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Associated Banc-Corp.:
We consent to incorporation by reference in the registration statement (No.
33-54658) on Form S-8 of Associated Banc-Corp of our report dated May 26, 2000,
relating to the statements of net assets available for plan benefits of the
Associated Banc-Corp Profit Sharing and Retirement Savings Plan as of December
31, 1999 and 1998, and the related statements of changes in net assets available
for plan benefits for the years then ended, and the schedule of assets held for
investment purposes as of December 31, 1999, which report appears in the
December 31, 1999 annual report on Form 11-K of the Associated Banc-Corp Profit
Sharing and Retirement Savings Plan.
/s/ KPMG LLP
Chicago, Illinois
June 28, 2000
