-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CuW3W6i/YmwwVkjHwcOUewKnoJDCbUphErkWBxLqhGG6fBzVAr9StnNDSgzQ4gTy 00R8B0+aYL8ZzwC2hyMHbw== 0000950123-97-004466.txt : 19970520 0000950123-97-004466.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950123-97-004466 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970515 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970516 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED BANC-CORP CENTRAL INDEX KEY: 0000007789 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391098068 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05519 FILM NUMBER: 97610130 BUSINESS ADDRESS: STREET 1: 112 NORTH ADAMS ST STREET 2: P O BOX 13307 CITY: GREEN BAY STATE: WI ZIP: 54301 BUSINESS PHONE: 4144333166 MAIL ADDRESS: STREET 1: 112 NORTH ADAMS STREET STREET 2: P O BOX 13307 CITY: GREEN BAY STATE: WI ZIP: 54307-3307 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED BANK SERVICES INC DATE OF NAME CHANGE: 19770626 8-K 1 FORM 8-K 1 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): May 15, 1997 ASSOCIATED BANC-CORP ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) State of Wisconsin 0-5519 39-1098068 - -------------------------- -------------------- ------------------- (State or other (Commission File (I.R.S. Employer jurisdiction or Number) Identification No.) incorporation) 112 North Adams Street, Green Bay, Wisconsin 54301 - ----------------------------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) (414) 433-3166 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Page 1 of [ ] Pages Exhibit Index Appears on Page [ ] 2 ITEM 5. OTHER EVENTS. Attached and incorporated herein by reference as Exhibit 99.1 and Exhibit 99.2, respectively, are copies of (1) a press release of Associated Banc-Corp and First Financial Corporation announcing the signing of a definitive agreement to merge the two companies and (2) materials relating to a presentation regarding the proposed merger made at a telephonic press conference on May 15, 1997. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. 99.1 Press release dated May 14, 1997 announcing the signing of a definitive agreement to merge Associated Banc-Corp and First Financial Corporation. 99.2 Materials relating to a presentation regarding the proposed merger made at a telephonic press conference on May 15, 1997. 3 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. ASSOCIATED BANC-CORP Date: May 15, 1997 By: /s/ Brian Bodager ----------------------------- Brian Bodager Secretary 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release dated May 14, 1997 announcing the signing of a definitive agreement to merge Associated Banc-Corp and First Financial Corporation. 99.2 Materials relating to a presentation regarding the proposed merger made at a telephonic press conference on May 15, 1997. EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 ASSOCIATED BANC-CORP AND FIRST FINANCIAL CORPORATION AGREE TO MERGE GREEN BAY, WISC. AND STEVENS POINT, WISC., MAY 14, 1997 -- H. B. Conlon, chairman and chief executive officer for Associated Banc-Corp (NASDAQ/NMS), and John C. Seramur, president and chief executive officer for First Financial Corporation, today announced the signing of a definitive agreement to merge in a stock-for-stock transaction. This merger of equals will result in an institution with combined assets of $10.5 billion, equity capital of approximately $900 million, and a network of over 220 full-service banking locations throughout Wisconsin and Illinois. The merger agreement, which has been approved by the boards of directors of both institutions, provides for each share of First Financial Corporation common stock to be exchanged for .765 shares of Associated Banc-Corp common stock on a tax-free basis. Based on Tuesday's (5/13/97) closing price for Associated Banc-Corp common stock, the market value of the combined companies would be approximately $2 billion. The merger which requires approval by shareholders of both companies and regulatory authorities, is expected to be completed later in 1997. The merger will be accounted for as a pooling-of-interests. The merged company will retain the Associated Banc-Corp name. Headquarters has been designated to be in Green Bay, and it is anticipated that significant operations will remain in both Stevens Point and Green Bay. Associated Banc-Corp Chief Executive Officer H. B. Conlon will be Chairman and CEO of the combined companies. John C. Seramur, First Financial Corporation's chief executive officer, will be named Vice Chairman and will remain president of First Financial during the integration period. Robert C. Gallagher will remain as Vice Chairman of Associated. The board of directors of the combined institutions will consist of seven of the existing directors from each company. Pursuant to the execution of the definitive agreement to merge, both companies executed a stock option agreement providing for the purchase of 19.9% of each other's common stock under specified circumstances. -more- 2 Associated - First Financial / Page 2 Conlon, chairman and chief executive officer of Associated Banc-Corp, said, "This transaction joins two institutions which have had a distinguished track record serving their respective markets and creating value for their shareholders. The resources and expertise of these two premier financial institutions are highly complementary. This merger will further serve the best interests of the customers and shareholders of the combined institution. It is based on an enhanced ability to provide a wide range of high quality financial services to consumers and businesses in the communities which our banks serve. The merger will considerably expand our collective reach and market share, and is consistent with the long-term strategic plans of both companies. We are enthusiastic about the prospects for this transaction." "Both of our companies have been successful in terms of overall performance and return to shareholders. Our future prospects as a combined company far exceed what we could accomplish on an individual basis," said Seramur, president and chief executive officer of First Financial. "Early in our conversations, we realized that both of our companies focus on the customer through the provision of superior customer service by outstanding employees. This will be the foundation of our future success as a combined company. The proposed transaction is expected to be earnings accretive during fiscal year 1998, the first full year of consolidation. The combined company anticipates taking a material one-time charge and one-time conforming accounting adjustments of at least $40,000,000, net of taxes, in connection with the transaction, the exact amount of which has not yet been determined. It is further anticipated that transactional economies will result in pre-tax savings totaling approximately $10 million in the first full year of consolidation and is expected to increase in future years. The complementary financial products and services offered by these two institutions is expected to contribute to the future performance of the combined institution. The financial statements of the combined companies will have capital levels materially in excess of regulatory -more- 3 Associated - First Financial / Page 3 minimums. Pursuant to this announcement, First Financial Corporation indicated that it is immediately terminating its previously announced stock buyback program. The branch systems of the two companies have only minimal geographic overlap. Therefore, the combined company will have a much stronger branch franchise throughout Wisconsin and Illinois. For example, the company will now be the third largest bank in Wisconsin in terms of deposit market share. In addition, it will be the only bank in Illinois to have office representation in the state's four top banking markets - Chicago, Peoria, Rockford, and the Illinois portion of the St. Louis metropolitan area. "The compatibility of our two companies is just tremendous in terms of the broad array of banking services that we can bring to our community markets," emphasized Conlon. "Associated will add trust and asset management services and business banking to the product mix currently offered at the First Financial offices. First Financial brings a strong and profitable credit card operation to combined company, along with a sizable and growing home equity loan portfolio. In addition, both of our companies are strong mortgage originators." "Our shared focus on the customer will be greatly enhanced as a result of this merger," noted Seramur. "Both Associated and First Financial are focusing on technology to improve customer service. The combined organization will have greater critical mass to invest in ways to improve our delivery of products and financial services." "We realize that mergers can be disruptive and we are committed to making this a smooth transition," stated Seramur. "Both of our companies have been involved in numerous acquisitions, and we have the experience to make this a positive transition for our customers and employees." -more- 4 Associated - First Financial / Page 4 "Our customers will have access to over 220 branch offices and 150 ATMs," added Conlon. "Existing and new business customers will be provided with a wider variety of products and services, supported by decision making at the local level." Both companies are very active participants in their local community markets, and this commitment will be continued by the combined bank. Every effort will be made to promote community development and reinvestment opportunities in these markets. Associated Banc-Corp is headquartered in Green Bay, WI. The diversified multi-bank holding company currently has $4.4 billion in assets with more than 2,000 employees and over 98 banking locations in Wisconsin and northern Illinois. Associated offers a variety of financially related products and services to complement its traditional line of banking products. First Financial Corporation is one of the largest thrift holding companies in the country and provides a broad range of financial products, including commercial and residential mortgages, appraisals, consumer and home equity loans, insurance, and credit cards. First Financial has assets of $5.8 billion, 1,775 employees, and 128 banking offices in Wisconsin and Illinois. * * * * * This news release contains forward-looking statements, including estimates of future operating results and other forward-looking financial information for Associated, First Financial, and the combined company. These estimates constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Actual results and other financial information may differ materially from the results and financial information discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) expected cost savings from the merger cannot be fully realized or realized within the expected time frame; (2) revenues following the merger are lower than expected; (3) competitive pressures among financial institutions increase significantly; (4) costs or difficulties related to the integration of the businesses of Associated and First Financial are greater than expected; (5) general economic conditions are less favorable than expected; and (6) legislation or regulatory changes adversely affect the business in which the combined company will be engaged. 5 Associated - First Financial / Page 5 # # # EX-99.2 3 MATERIALS RELATING TO A PRESENTATION 1 EXHIBIT 99.2 Exhibit 1 TRANSACTION SUMMARY - - Merger-of-Equals - - Tax-free exchange: 0.765 Associated for each First Financial share - - Pooling of interests accounting - - Total transaction value: $2.0 Billion - - Each company has executed 19.9% option - - Approvals: Associated and First Financial shareholders Regulators - - Expected closing: Fourth quarter, 1997 Page 1 2 Exhibit 2 FACT SHEET* (Dollars in Thousands)
Associated First Financial Pro Forma Combined ---------- --------------- ------------------ Balance Sheet Total Assets $4,458,835 $5,808,506 $10,267,341 Loans 3,253,026 3,508,709 6,761,735 Deposits 3,490,911 4,493,105 7,984,016 Distribution System Total 96 128 224 WI Branches 90 74 164 IL Branches 6 54 60 ATMs 125 45 170 Retail Cust. 147,000 450,000 597,000 Commercial Cust. 19,000 -- 19,000 Trust Cust. 6,500 -- 6,500
- -------------------- * At March 31, 1997. Page 2 3 Exhibit 3 DIFFERENT PATHS TO SIMILAR PERFORMANCE
ASSOCIATED FIRST FINANCIAL ---------- --------------- Assets $4.5 Billion $5.8 Billion Earnings (1996) 57 Million 72 Million Tangible Capital 357 Million 394 Million Net Interest Margins 4.53% 3.45% ROAA* 1.38% 1.31% ROAE* 15.39% 17.91% 5-year EPS CAGR* 10.9% 17.45%
- -------------- * 1996 full-year adjusted for one-time SAIF charges. Page 3 4 Exhibit 4 COMPLEMENTARY FRANCHISES [MAP] Page 4 5 Exhibit 5 COMPLEMENTARY FRANCHISES
ASSOCIATED FIRST FINANCIAL - ------------------------------------------ --------------------------------------- Experienced management Experienced management Extensive acquisition experience Extensive acquisition experience Strong commercial banking franchise Strong retail franchise Strong trust and asset management services Strong consumer lending Credit cards Consistent high performance among Home equity loans regional commercial banks High Asset Quality High Asset Quality Commitment to customers and communities Commitment to customers and communities
Page 5 6 Exhibit 6 COMPLEMENTARY FRANCHISES Loan Composition PACKER [PIE CHART] Agriculture 1.1% Construction 7.1% 1-4 Family 32.5% Multi-Family 1.9% Other RE 24.0% Commercial 24.0% Consumer 9.3% BADGER [PIE CHART] Agriculture 0.0% Construction 2.6% 1-4 Family 58.9% Multi-Family 6.6% Other RE 4.7% Commercial 0.2% Consumer 27.0% PRO FORMA [PIE CHART] Agriculture 0.5% Construction 4.7% 1-4 Family 46.4% Multi-Family 4.4% Other RE 13.9% Commercial 11.5% Consumer 18.6% Page 6 7 Exhibit 7 COMPLEMENTARY FRANCHISES
WISCONSIN: 6/96: DEPOSITS % OF STATE BRANCHES -------------- ---------- -------- 1 Marshall & Ilsley Corp $9,762,779 15.56 277 2 Firstar Corporation 7,587,029 12.09 156 PRO FORMA ASSOCIATED BANC-CORP 5,492,306 8.76 164 3 Banc One Corporation 4,916,725 7.84 100 4 Associated Banc-Corp 3,096,234 4.94 90 5 First Financial Corporation 2,396,072 3.82 74 6 Security Capital Corporation 2,259,923 3.60 45 7 Norwest Corporation 1,722,909 2.75 45 8 Anchor Bancorp Wisconsin 1,269,357 2.02 34 9 Mutual Savings Bank 1,032,116 1.65 33 10 F&M Bancorporation Inc. 1,022,610 1.63 53
- --------------- Source: SNL Securities Page 7 8 Exhibit 8 INTEGRATION OBJECTIVES ENHANCE THE MARKET POSITION OF THE COMBINED COMPANY Introduce commercial lending and trust services into the First Financial network of 128 branches and 450,000 households Capitalize on First Financial's consumer lending success throughout the Associated system ACHIEVE OPERATING ECONOMIES Integrate back office operations in an orderly manner for maximum efficiency and effectiveness Integrate branch system for maximum cost savings and customer retention/service CONTINUE THE EXCELLENT CREDIT QUALITY STANDARDS AND EXPERIENCE OF BOTH COMPANIES Page 8 9 Exhibit 9 SUMMARY - - IMMEDIATELY ACCRETIVE TO EARNINGS AND CREATES HIGH EARNING GROWTH VISIBILITY FOR NEXT SEVERAL YEARS - - CREATES A $10.5 BILLION HIGH PERFORMANCE COMPANY a) Pro forma ROE estimated to be above 17% b) Stock value compares favorably to high performance peers c) Pro forma company should generate $100 mm surplus capital per year - - CREATES A HIGHER VALUE FRANCHISE IN BOTH WISCONSIN AND ILLINOIS Page 9 -----END PRIVACY-ENHANCED MESSAGE-----