SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 11, 1997
Midwest Federal Financial Corp.
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(Exact name of registrant as specified in its charter)
Wisconsin
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(State or other jurisdiction of incorporation)
1-10743 39-1725856
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(Commission File Number) (IRS Employer Identification No.)
1159 Eighth Street, Baraboo, Wisconsin 53913
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (608) 356-7771
Exhibit Index is located on page 4.
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Item 5. Other Events
On November 11, 1997, the Registrant signed a definitive
Agreement and Plan of Reorganization that provides for the acquisition
of the Registrant, and its wholly-owned banking subsidiary, by AMCORE
Financial, Inc.("AMCORE"). Under the terms of the definitive
agreement, AMCORE will acquire all of the outstanding shares of the
Registrant through an exchange for AMCORE's common stock pursuant to a
merger. For information regarding the terms of the proposed
transaction, reference is made to the press release dated November 12,
1997, which is attached hereto as Exhibit 99 and incorporated herein
by reference. Consummation of the transaction is subject to
regulatory approval, approval of the Registrant's stockholders and the
satisfaction of certain other conditions.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit 99 November 12, 1997 Press Release<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MIDWEST FEDERAL FINANCIAL CORP.
(Registrant)
By: /s/ Gary E. Wegner
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Gary E. Wegner, President and
Chief Executive Officer
Dated: November 14, 1997
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EXHIBIT INDEX
Number Description
99 November 12, 1997 Press Release
EXHIBIT 99
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Nov. 12, 1997 News Release
John Hecht AMCORE FINANCIAL, INC.
Chief Financial Officer
815-961-7003
Greg Sprawka
Controller
815-961-7178
AMCORE FINANCIAL ANNOUNCES PLANS TO ACQUIRE
MIDWEST FEDERAL FINANCIAL CORP.
ROCKFORD, IL. -- AMCORE Financial, Inc., and Midwest Federal
Financial Corp., announced today that they have signed a definitive
agreement for AMCORE to acquire Midwest Federal, a thrift based in
Baraboo, WI, with over $212 million in assets and nine offices.
This acquisition will bring AMCORE's total assets in Wisconsin to
over $750 million and will make AMCORE the sixth-largest publicly
traded banking organization in Wisconsin with 22 offices.
"Midwest Federal is a strategic acquisition for AMCORE and is a
natural extension of our market area. It positions us along the
Interstate 90 corridor north of our Madison offices and south of our
Westfield and Montello offices," said Robert J. Meuleman, president
and chief executive officer of AMCORE. "We are impressed with the
quality of their management team and their history of outstanding
financial performance."
The transaction is expected to be completed by the second quarter
of 1998, pending regulatory approval, and will be treated as a pooling
of interest for accounting purposes. AMCORE will exchange 1.174
shares of its stock for each Midwest Federal share outstanding. The
exchange ratio is subject to change if AMCORE's share price exceeds
$27 per share or is less than $20.43 per share. Midwest Federal has
1,627,674 shares outstanding.
Midwest Federal is a savings and loan holding company which owns
100% of Baraboo Federal Bank, FSB, a federally-chartered savings bank.
The company more closely resembles a commercial bank than a
traditional thrift in its position in the market.
"We're pleased to be joining the AMCORE family and are impressed
with the company's community banking philosophy and its commitment to
the customers, shareholders, employees and communities it serves,"
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said Gary E. Wegner, president and chief executive officer of Midwest
Federal.
Midwest Federal has nearly $52 million in commercial loans and
commercial real estate loans. In addition, 12 of the bank's 14
officers have a commercial banking background. The bank also has a
trust department with $18 million in assets under management.
"This is a great match for us and an excellent fill-in for the
marketplace. We look forward to offering AMCORE's community banking
philosophy and diverse product line to all of the communities Midwest
Federal serves," said Meuleman. "This is an attractive area where the
population is expected to grow at least 12 percent annually from 1990
to the year 2000."
Midwest Federal's market is in Sauk, Columbia and Green Lake
counties, with a combined population of over 100,000. The company's
nine offices are in Baraboo, Portage, Sauk City, Lodi, Kingston and
Dalton.
With the addition of Midwest Federal, AMCORE's assets will
approach $4 billion. Midwest Federal will be AMCORE's third Wisconsin
acquisition. First National Bancorp, Inc., Monroe, WI was acquired in
April and Country Bank Shares Corporation, Mt. Horeb, WI was acquired
in July.
AMCORE Financial, Inc., headquartered in northern Illinois, is a
financial services company with assets of over $3.7 billion, operating
in 41 locations in Illinois and 13 in Wisconsin. The company has five
financial services companies: AMCORE Investment Group, N.A., including
trust services, a capital management company, a brokerage company and
the AMCORE Vintage family of mutual funds; AMCORE Mortgage, Inc.;
AMCORE Consumer Finance Company, Inc.; AMCORE Insurance Group, Inc.;
and Rockford Mercantile Agency, Inc., a bill collection service.
This news release, other than historical financial and other
information, may contain forward-looking statements that involve
certain risk and uncertainties, including those detailed from time to
time in the company's SEC reports. As a result of said risks and
uncertainties, actual results may vary materially from those discussed
herein.
AMCORE common stock is listed on NASDAQ under the symbol "AMFI."
Further information about AMCORE Financial Inc. can be found at our
website at http://www.AMCORE.com.
