8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported):	July 19, 2005

State Financial Services Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	000-018166	39-1489983
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

815 North Water Street, Milwaukee, Wisconsin 53202-3526

(Address of principal executive offices, including zip code)

(414) 425-1600

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.     Results of Operations and Financial Condition.

        On July 19, 2005, State Financial Services Corporation (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2005. A copy of the Company’s press release is being furnished as Exhibit 99 to this Current Report.

Item 9.01.     Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits. The following exhibit is being furnished herewith:

(99) Press Release of State Financial Services Corporation, dated July 19, 2005.

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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.

	STATE FINANCIAL SERVICES CORPORATION
Date: July 20, 2005	By:  /s/ Daniel L. Westrope
	Daniel L. Westrope
	Executive Vice President and Chief Financial Officer

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STATE FINANCIAL SERVICES CORPORATION

Exhibit Index to Current Report on Form 8-K

Exhibit
Number

(99) Press Release of State Financial Services Corporation, dated July 19, 2005.

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EX-99

Press Release
For more information contact:	Corporate Headquarters
Michael J. Falbo or Daniel L. Westrope	815 N. Water Street
Telephone: (414) 223-8400	Milwaukee, WI 53202
Facsimile: (414) 223-8420	Nasdaq Symbol: SFSW

Loan Growth, Net Interest Income Expansion
Drive Earnings Growth Prior to
Merger Related Expenses

        Milwaukee, WI (July 19, 2005). State Financial Services Corporation (“State”) today reported diluted earnings per share for the three months ended June 30, 2005 of $0.46, compared to $0.50 per share in the quarter ended June 30, 2004. Earnings in this year’s second quarter were negatively impacted by the incurrence of $850 thousand of merger related expenses, of which $653 thousand were not tax deductible. The diluted earnings per share impact of these merger related expenses was $0.12.

        Total loans at June 30, 2005 increased 15.5% from June 30, 2004 and 13.8% (annualized) from March 31, 2005. Total interest income for the three months ended June 30, 2005 was $21.3 million, an increase of 22.9% over the $17.4 million in the second quarter of 2004. Net interest income increased 17.1% in the same time period. State’s net interest margin for the quarter ended June 30, 2005 increased to 4.06%, from 3.62% in the quarter ended June 30, 2004 and 4.02% in the three months ended March 31, 2005.

        Asset quality continued the improving trend exhibited over the last several quarters. The ratio of non-performing loans and leases to total loans and leases, as of June 30, 2005, declined to 0.68%, from 0.97% and 0.76% on June 30, 2004 and March 31, 2005, respectively. Non-performing assets, as a percentage of total assets, equaled 0.46% at June 30, 2005, compared to 0.61% and 0.59% at June 30, 2004 and March 31, 2005, respectively. Annualized net charge-off equaled 0.07% of total loans in the three months ended June 30, 2005, and 0.03% in the six months ended on the same date.

        Total non-interest income declined 11.9% from the three months ended June 30, 2004, primarily due to declines in gains on sale of mortgages and declines in gains on the sale of securities, but increased 3.3% (annualized) over the first quarter of 2005. For the quarter ended June 30, 2005 total non-interest expenses increased 13.9% over the quarter ended June 30, 2004. Absent the merger related expenses, non-interest expenses increased 4.8% for the quarter ended June 30, 2005 over the quarter ended June 30, 2004, and 2.1% (annualized) over the three months ended March 31, 2005.

        On March 21, 2005, State announced that it had entered into an Agreement and Plan of Merger with Associated Banc-Corp (“Associated”), pursuant to which State will merge with and into Associated. A special meeting of State’s shareholders to vote on a proposal to approve the merger agreement has been scheduled for August 24, 2005 in Milwaukee, Wisconsin.

        State is a $1.5 billion financial services company operating through 29 full-service locations in southeastern Wisconsin and northeastern Illinois. State’s shares are traded on the NASDAQ National Market System under the symbol “SFSW.”

        This press release may be deemed to be solicitation material in respect of the proposed acquisition of State by Associated. In connection with the proposed transaction, Associated filed a registration statement on Form S-4 (Reg. No 333-125842), including a preliminary proxy statement/prospectus, with the Securities and Exchange Commission (“SEC”). Shareholders of State are urged to read the definitive proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. After these documents are filed with the SEC, investors and security holders will be able to obtain them free of charge at the SEC’s website, www.sec.gov, or by requesting them from Associated Banc-Corp, Attn: Corporate Secretary, 1200 Hansen Road, Green Bay, WI 54304 or from State Financial Services Corporation, Attn.: Corporate Secretary, 815 North Water Street, Milwaukee, WI 53202.

        State and Associated and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding State’s and Associated’s directors and executive officers and information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in or incorporated by reference into Associated’s Registration Statement on Form S-4 referred to above.

State Financial Services Corporation
Press Release
Financial Highlights
June 30, 2005

Unaudited	At or for the Three Months ended June 30,									At or for the Six Months ended June 30,
	2005			2004			% chg			2005			2004			% chg
For the Period:
Interest Income	$	21,334,977		$	17,362,784			22.88	%	$	41,165,087		$	34,280,211			20.08	%
Interest Expense		7,220,196			5,311,212			35.94	%		13,748,927			10,600,256			29.70	%
Net Interest Income		14,114,781			12,051,572			17.12	%		27,416,160			23,679,955			15.78	%
Provision for Loan and Lease Losses		689,248			600,000			14.87	%		1,217,258			1,200,000			1.44	%
Mortgage Origination Gains & Fees		379,883			516,824			-26.50	%		693,687			929,410			-25.36	%
Gains on Sale of Securities		161,275			198,899			-18.92	%		307,511			418,279			-26.48	%
Other Non-Interest Income		2,079,236			2,259,533			-7.98	%		4,218,083			4,371,214			-3.50	%
Total Non-Interest Income		2,620,394			2,975,256			-11.93	%		5,219,281			5,718,903			-8.74	%
Non-Interest Expense		9,808,700			9,362,561			4.77	%		20,415,892			18,357,786			11.21	%
Merger Related Expense		850,157			0						0			0
Total Non-Interest Expense		10,658,857			9,362,561			13.85	%		20,415,892			18,357,786			11.21	%
Net Before Minority Interest and Income		5,387,070			5,064,267			6.37	%		11,002,291			9,841,072			11.80	%
Minority interest in income of consolidated		66,960			--						116,985
Income Tax		2,153,405			1,626,895			32.36	%		4,034,464			3,161,946			27.59	%
Net Income	$	3,166,705		$	3,437,372			-7.87	%	$	6,850,842		$	6,679,126			2.57	%
Per Share:
Net Income (basic)	$	0.47		$	0.52					$	1.03		$	1.00
Net Income (diluted)	$	0.46		$	0.50					$	1.00		$	0.97
Avg. Shares Outstanding (basic)		6,685,987			6,658,521						6,668,413			6,695,911
Avg. Shares Outstanding (diluted)		6,856,714			6,854,917						6,840,151			6,896,736
Dividends Declared	$	0.17		$	0.15					$	0.34		$	0.30
End of Period: ($'s in 000's)
Assets	$	1,537,009		$	1,605,879
Investment securities		361,889			548,275
Loans & leases (net)		1,021,122			884,286
Allowance for loan & lease losses		13,810			11,803
Goodwill		36,815			37,646
Deposits		1,068,458			1,066,760
Borrowed Funds		300,506			423,708
Stockholders' Equity		119,174			109,473
Per Share:
Total Shares Outstanding		6,974,997			6,941,538
Book Value	$	17.09		$	15.77
Tangible Book Value	$	11.18		$	9.64
Market Value	$	40.26		$	29.66
Key Ratios:
Net Interest Margin		4.06	%		3.62	%					4.05	%		3.63	%
Return on Average Assets		0.82	%		0.90	%					0.91	%		0.90	%
Return on Average Common Equity		10.82	%		12.41	%					11.92	%		11.93	%
Return on Average Common Tangible Equity		16.67	%		20.11	%					18.44	%		19.22	%
Tier 1 Leverage Ratio		7.19	%		6.51	%					7.29	%		6.66	%
Tangible Equity to Assets		5.21	%		4.28	%
Loans and Leases/Deposits		95.57	%		82.89	%
Allowance for Loan and Lease Loss/
Total Loans and Leases		1.33	%		1.32	%
Nonperforming Loans and Leases /
Total Loans and Leases		0.68	%		0.97	%
Nonperforming Assets/Total Assets		0.46	%		0.61	%
Net Charge-offs/Avg total
loans (annualized)		0.07	%		-0.01	%					0.03	%		0.02	%