0000950124-01-502476.txt : 20011018
0000950124-01-502476.hdr.sgml : 20011018
ACCESSION NUMBER: 0000950124-01-502476
CONFORMED SUBMISSION TYPE: 424B2
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010730
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: 424B2
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-59482
FILM NUMBER: 1693178
BUSINESS ADDRESS:
STREET 1: 1200 HANSEN ROAD
CITY: GREEN BAY
STATE: WI
ZIP: 54304
BUSINESS PHONE: 9204917015
MAIL ADDRESS:
STREET 1: 1200 HANSEN ROAD
CITY: GREEN BAY
STATE: WI
ZIP: 54304
FORMER COMPANY:
FORMER CONFORMED NAME: ASSOCIATED BANK SERVICES INC
DATE OF NAME CHANGE: 19770626
424B2
1
c61825b2e424b2.txt
PROSPECTUS SUPPLMENT FILE NO. 333-59482
1
Rule 424(b)2
Registration Statement No. 333-59482
THIS PROSPECTUS SUPPLEMENT RELATES TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, BUT IS NOT COMPLETE AND MAY BE CHANGED. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED JULY 30, 2001
PRELIMINARY PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 10, 2001
$200,000,000
[ASSOCIATED BANC-CORP LOGO]
% Subordinated Notes due 2011
------------------
The subordinated notes offered by this prospectus supplement will mature on
, 2011. The subordinated notes will bear interest at % per annum.
Interest on the subordinated notes is payable semiannually on and
of each year, beginning , 2002. The subordinated notes may
not be redeemed, in whole or in part, prior to maturity.
The subordinated notes will be unsecured subordinated obligations of
Associated Banc-Corp. The subordinated notes will be issued in registered form
in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
The subordinated notes are not savings accounts or savings deposits. The
subordinated notes are not insured by the Federal Deposit Insurance Corporation
or any other governmental agency.
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND ASSOCIATED
PUBLIC (1) COMMISSIONS BANC-CORP (1)
---------- ------------- -------------
Per Note............................................. % % %
Total................................................ $ $ $
(1) Plus accrued interest, if any, from August , 2001.
Delivery of the subordinated notes in book-entry form only will be made on
or about August , 2001.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.
CREDIT SUISSE FIRST BOSTON
LEHMAN BROTHERS
MERRILL LYNCH & CO.
ROBERT W. BAIRD & CO.
SANDLER O'NEILL & PARTNERS, L.P.
The date of this prospectus supplement is , 2001.
2
------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
----
FORWARD-LOOKING STATEMENTS............. S-3
OUR BUSINESS........................... S-4
SELECTED HISTORICAL FINANCIAL DATA..... S-5
CONSOLIDATED RATIOS OF EARNINGS TO
FIXED CHARGES........................ S-6
CAPITALIZATION......................... S-7
USE OF PROCEEDS........................ S-7
DESCRIPTION OF SUBORDINATED NOTES...... S-8
BOOK-ENTRY ISSUANCE.................... S-10
CERTAIN UNITED STATES FEDERAL INCOME
TAX CONSEQUENCES..................... S-12
UNDERWRITING........................... S-16
NOTICE TO CANADIAN RESIDENTS........... S-17
LEGAL MATTERS.......................... S-18
EXPERTS................................ S-18
Page
----
PROSPECTUS SUPPLEMENT
SUMMARY................................ 2
CONSOLIDATED RATIOS OF EARNINGS TO
FIXED CHARGES........................ 4
WHERE YOU CAN FIND MORE INFORMATION
ABOUT ASSOCIATED BANC-CORP........... 5
ASSOCIATED BANC-CORP................... 6
USE OF PROCEEDS........................ 7
DESCRIPTION OF DEBT SECURITIES......... 8
DESCRIPTION OF PREFERRED STOCK......... 20
DESCRIPTION OF COMMON STOCK............ 26
DESCRIPTION OF SECURITIES WARRANTS..... 26
DESCRIPTION OF UNITS................... 27
PLAN OF DISTRIBUTION................... 28
EXPERTS................................ 29
LEGAL OPINIONS......................... 29
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
This prospectus supplement and the accompanying prospectus is an offer to
sell only those subordinated notes offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so.
Unless otherwise mentioned or unless the context requires otherwise, all
references in this prospectus supplement to "Associated" or to "we," "us,"
"our," or similar references mean Associated Banc-Corp and does not include any
of our subsidiaries.
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FORWARD-LOOKING STATEMENTS
Forward-looking statements have been made in this prospectus supplement and
the accompanying prospectus, and in documents that are incorporated by
reference, that are subject to risks and uncertainties. These forward-looking
statements describe future plans or strategies and include our expectations of
future results of operations. The words "believes," "expects," "anticipates" or
similar expressions identify forward-looking statements.
You should note that many factors, some of which are discussed elsewhere in
this prospectus supplement and the accompanying prospectus and in the documents
that are incorporated by reference, could affect our future financial results
and could cause those results to differ materially from those expressed in
forward-looking statements contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus. These factors include the
following:
- operating, legal and regulatory risks;
- economic, political and competitive forces affecting our banking,
securities, asset management and credit services businesses; and
- the risk that our analyses of these risks and forces could be incorrect
and/or that the strategies developed to address them could be
unsuccessful.
These factors should be considered in evaluating the forward-looking
statements, and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
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OUR BUSINESS
We are a registered bank holding company incorporated in Wisconsin which
commenced operations in 1969 with the acquisition of three banks. At December
31, 2000, we owned nine commercial banks located in Illinois, Minnesota and
Wisconsin; we were the third largest commercial bank holding company
headquartered in Wisconsin, measured by total assets; and we also owned 31
non-banking subsidiaries located in Arizona, California, Illinois, Nevada and
Wisconsin.
In the second quarter of 2001, we merged all of the Wisconsin bank
affiliates into a single national banking charter, headquartered in Green Bay,
Wisconsin, under the name Associated Bank, National Association. Certain
subsidiaries also merged with and into the resultant bank, becoming departments
of the Wisconsin national bank. Upon the completion of the foregoing mergers, we
have four commercial bank affiliates and 20 subsidiaries.
Through our affiliates, we provide a complete range of banking services to
individuals and businesses. These services include checking, savings and money
market deposit accounts; business, personal, educational, residential and
commercial mortgage loans; and other consumer-oriented financial services,
including IRA and Keogh accounts, safe deposit and night depository facilities.
Automated Teller Machines are installed in many locations in the affiliates'
service areas. The affiliates are members of an interstate shared ATM network.
Among the services designed specifically to meet the needs of businesses are
various types of specialized financing, cash management services and
transfer/collection facilities.
We provide advice and specialized services to our affiliates in banking
policy and operations, including auditing, data processing,
marketing/advertising, investing, legal/compliance, personnel services, trust
services, risk management, facilities management, security, purchasing,
treasury, finance, accounting and other financial services functionally related
to banking. The boards of directors and officers of each of our affiliates
retain responsibility for the management of those affiliates. We render our
services to the affiliates in order to assist their local management and to
expand the scope of services offered by them. At December 31, 2000, our bank
affiliates provided services through 214 locations in 149 communities.
Our principal executive offices are located at 1200 Hansen Road, Green Bay,
Wisconsin 54304, and our telephone number at that address is (920) 491-7000.
Additional information about us and our subsidiaries is included in
documents incorporated by reference in the accompanying prospectus. See "Where
You Can Find More Information about Associated Banc-Corp" in the accompanying
prospectus.
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SELECTED HISTORICAL FINANCIAL DATA
We are providing selected consolidated historical financial information.
The financial information as of or for the interim periods ended June 30, 2001
and 2000 has not been audited and in the respective opinions of management
reflects all adjustments (consisting only of normal recurring adjustments)
necessary to a fair presentation of such data. You should read the following
financial information in conjunction with our consolidated financial statements
and related notes that we have incorporated by reference in the accompanying
prospectus.
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
------------------------- -------------------------------------------------------------------
2001 2000 2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- ----------- ----------- -----------
(UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT RATIOS)
INCOME STATEMENT DATA:
Interest income................ $ 459,327 $ 451,071 $ 931,157 $ 814,520 $ 785,765 $ 787,919 $ 731,763
Interest expense............... 258,372 256,360 547,590 418,775 411,028 411,637 375,922
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net interest income............ 200,955 194,711 383,567 395,745 374,737 376,282 355,841
Provision for loan losses...... 11,947 10,881 20,206 19,243 14,740 31,668 13,695
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net interest income after
provision for loan losses.... 189,008 183,830 363,361 376,502 359,997 344,614 342,146
Non interest income excluding
securities and asset gains
(losses)..................... 94,191 82,317 167,425 157,903 153,931 126,778 113,423
Asset sale gains, net.......... 915 21,307 24,420 4,977 7,166 852 12,520
Securities gains (losses)...... 242 (7,192) (7,649) 3,026 6,831 (32,776) (10,678)
Non interest expense........... 160,728 159,642 317,736 305,092 294,962 323,200 292,222
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income before income taxes &
extraordinary item........... 123,628 120,620 229,821 237,316 232,963 116,268 165,189
Income tax expense............. 35,523 33,842 61,838 72,373 75,943 63,909 57,487
Extraordinary item............. -- -- -- -- -- -- (686)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net Income..................... $ 88,105 $ 86,778 $ 167,983 $ 164,943 $ 157,020 $ 52,359 $ 107,016
=========== =========== =========== =========== =========== =========== ===========
STATEMENT OF CONDITION DATA
(PERIOD END):
Loans.......................... $ 8,983,678 $ 8,696,417 $ 8,913,379 $ 8,343,100 $ 7,272,697 $ 7,072,550 $ 6,654,914
Allowance for loan losses...... 126,390 115,395 120,232 113,196 99,677 92,731 71,767
Investment securities.......... 3,249,373 3,240,009 3,260,205 3,270,383 2,907,735 2,940,218 2,753,938
Assets......................... 13,212,289 12,998,259 13,128,394 12,519,902 11,250,667 10,690,442 10,120,413
Deposits....................... 8,500,226 9,245,391 9,291,646 8,691,829 8,557,819 8,395,277 7,959,240
Long-term debt................. 522,234 122,792 122,420 24,283 26,004 15,270 33,329
Stockholders' equity........... 1,050,678 930,223 968,696 909,789 878,721 813,692 803,562
PERFORMANCE RATIOS:
Return on average assets(1).... 1.36% 1.38% 1.31% 1.41% 1.48% 1.37% 1.35%
Return on average equity(1).... 17.61% 19.19% 18.26% 18.04% 18.33% 16.93% 16.64%
Net interest margin............ 3.45% 3.41% 3.36% 3.74% 3.79% 3.86% 3.95%
Efficiency(2).................. 52.48% 55.61% 55.48% 53.78% 55.10% 63.53% 61.57%
Dividend payout................ 45.11% 42.18% 45.01% 44.68% 41.93% 39.38% 37.07%
ASSET QUALITY RATIOS:
Net charge-offs to average
loans(1)..................... 0.13% 0.11% 0.10% 0.18% 0.16% 0.16% 0.21%
Nonperforming loans to
loans(3)..................... 0.59% 0.46% 0.54% 0.44% 0.74% 0.48% 0.52%
Nonperforming assets to loans &
other real estate(4)......... 0.62% 0.51% 0.58% 0.49% 0.82% 0.51% 0.55%
Nonperforming assets to
assets....................... 0.42% 0.34% 0.39% 0.32% 0.53% 0.34% 0.36%
Allowance for loan losses to
loans........................ 1.41% 1.33% 1.35% 1.36% 1.37% 1.31% 1.08%
Allowance for loan losses to
nonperforming loans.......... 238% 288% 252% 307% 185% 270% 207%
LIQUIDITY AND CAPITAL RATIOS:
Average stockholders' equity to
average assets............... 7.75% 7.20% 7.18% 7.81% 8.06% 8.08% 8.04%
Average loans to average
deposits..................... 104.38% 96.26% 95.44% 90.37% 86.06% 85.68% 84.61%
Tier 1 risk-based capital...... 9.69%(5) 10.03% 9.37% 9.72% 11.05% 10.61% 13.12%
Total risk-based capital....... 11.02%(5) 11.30% 10.70% 10.99% 12.28% 11.86% 13.53%
Tier 1 leverage................ 6.74%(5) 6.86% 6.52% 6.80% 7.56% 7.10% 7.68%
---------------
(1) Interim period ratios are annualized.
(2) Noninterest expense divided by sum of taxable equivalent net interest income
plus noninterest income, excluding net investment securities gains (losses)
and net asset sales gains.
(3) Nonperforming loans include loans 90 days or more past due but still
accruing, nonaccrual loans and restructured loans.
(4) Nonperforming assets include nonperforming loans and other real estate.
(5) Estimates as of July 31, 2001.
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CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges are as follows for the
periods shown:
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
----------- --------------------------------
2001 2000 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits................. 2.39x 2.44x 2.36x 3.23x 4.47x 2.54x 3.92x
Including interest on deposits................. 1.48 1.47 1.42 1.56 1.56 1.28 1.44
For purposes of computing the above ratios, earnings represent net income
from continuing operations plus total taxes based on income and fixed charges.
Fixed charges, excluding interest on deposits, include interest expense (other
than on deposits), one third (the proportion deemed representative of the
interest factor) of rents, net of income from subleases and capitalized
interest. Fixed charges, including interest on deposits, include all interest
expense, one third (the proportion deemed representative of the interest factor)
of rents, net of income from subleases and capitalized interest. We did not have
any shares of preferred stock outstanding during the periods shown above.
S-6
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CAPITALIZATION
The following table sets forth the consolidated capitalization of
Associated at June 30, 2001, and as adjusted to give effect to the issuance and
sale of the subordinated notes. The information is only a summary and should be
read together with the financial information incorporated by reference in this
prospectus supplement and the accompanying prospectus. See "Where You Can Find
More Information about Associated Banc-Corp" in the accompanying prospectus.
AT JUNE 30, 2001
------------------------
ACTUAL AS ADJUSTED
---------- -----------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Debt:
Short-term debt:
Federal funds purchased and securities sold
under agreements to repurchase....................... $1,511,896 $1,311,896
FHLB advances.......................................... 850,000 850,000
Treasury tax and loan notes............................ 567,231 567,231
Commercial paper....................................... 29,708 29,708
Long-term debt:
Subordinated notes..................................... -- 200,000
Bank notes floating rate............................... 200,000 200,000
FHLB advances.......................................... 316,579 316,579
Other.................................................. 5,655 5,655
---------- ----------
Total debt........................................ $3,481,069 $3,481,069
Stockholders' equity:
Common stock.............................................. $ 664 $ 664
Surplus................................................... 297,289 297,289
Retained earnings......................................... 710,052 710,052
Accumulated other comprehensive income.................... 51,857 51,857
Treasury stock, at cost................................... (9,184) (9,184)
---------- ----------
Total stockholders' equity........................ $1,050,678 $1,050,678
Total capitalization........................................ $4,531,747 $4,531,747
========== ==========
USE OF PROCEEDS
We will use the net proceeds from the sale of the subordinated notes for
general corporate purposes.
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DESCRIPTION OF SUBORDINATED NOTES
The following description is not intended to be a complete description of
the subordinated notes. You should read the following description, the
accompanying prospectus and the indenture relating to this series of
subordinated notes to help you understand the terms of the subordinated notes
offered hereby.
GENERAL
The subordinated notes offered pursuant to this prospectus supplement are a
series of subordinated debt securities issued under an indenture to be dated
, 2001 between us and The Bank of New York, as trustee. The
subordinated notes will initially be limited to an aggregate principal amount of
$ . The subordinated notes will be issued only in fully registered form
without coupons, in denominations of $1,000 and whole multiples of $1,000. We do
not intend to apply for listing of the subordinated notes on any securities
exchange.
The subordinated notes will be direct, unsecured general obligations of
Associated. The subordinated notes will be subordinate and junior in right of
payment to all senior indebtedness and, in certain circumstances relating to our
dissolution, winding-up, liquidation or reorganization, to all other financial
obligations.
The subordinated notes are not deposits or other obligations of a bank and
are not insured or guaranteed by the FDIC or any other governmental agency.
We may, without notice to or consent of the holders or beneficial owners of
the subordinated notes, issue additional subordinated notes having the same
ranking, interest rate, maturity and other terms of the subordinated notes. Any
such additional subordinated notes issued will be considered part of the same
series of subordinated notes under the indenture as these subordinated notes.
The subordinated notes mature on , 2011. The subordinated notes
may not be redeemed, in whole or in part, prior to maturity. The redemption
price for the subordinated notes at maturity will be 100% of the principal
amount of each subordinated debt security plus accrued interest to the date of
the redemption. The subordinated notes are not subject to any sinking fund.
The subordinated notes will bear interest at %, beginning on ,
2001. Interest on the subordinated notes will be payable semiannually on
and of each year, beginning on , 2002.
All payments of interest will be made to the persons in whose names the
subordinated notes are registered on the 15th day of the month prior to the
month in which the interest payment date occurs, whether or not such day is a
business day. Interest on the subordinated notes at maturity will be payable to
the persons to whom principal is payable. A "business day" means any day other
than a Saturday or a Sunday, or a day on which banking institutions in The City
of New York and The City of Green Bay, Wisconsin are authorized or obligated by
law or executive order to remain closed.
We will compute the amount of interest payable for any full semiannual
period on the basis of a 360-day year of twelve 30-day months. The amount of
interest payable for any partial semiannual period will be computed on the
actual days elapsed during that period.
If any interest payment date or the date of maturity of the subordinated
notes is not a business day, then we will pay the amount payable on that date on
the next succeeding day that is a business day, without making any additional
interest or other payments because of the delay.
Payments of principal, interest and other amounts on the subordinated notes
issued in book-entry form will be made as described in "Book-Entry Issuance" in
this prospectus supplement and "Description of Debt Securities -- Permanent
Global Debt Securities" in the accompanying prospectus. If any
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subordinated notes are issued in definitive form, payments of principal,
interest and other amounts on the subordinated notes will be made as described
below under "-- Definitive Subordinated Notes."
The subordinated notes are not subject to discharge, defeasance or covenant
defeasance provisions under the indenture.
Payment of principal of the subordinated notes can be accelerated only in
the event of our bankruptcy, insolvency or reorganization. There will be no
right of acceleration of the payment of principal of the subordinated notes upon
a default in the payment of principal or interest on the subordinated notes or
in the performance of any of our covenants or agreements contained in the
subordinated notes or in the indenture. In the event of a default in the payment
of interest or principal or in the performance of any covenant or agreement in
the subordinated notes or the indenture, the trustee may, subject to specified
limitations and conditions, seek to enforce that payment (or delivery) or the
performance of that covenant or agreement.
SUBORDINATION
The subordinated notes are unsecured and will be subordinated in right of
payment to all of our existing and future senior indebtedness and, in certain
circumstances relating to our dissolution, winding-up, liquidation, or
reorganization, to all other financial obligations. As of June 30, 2001, on a
non-consolidated basis we had an aggregate of approximately $ million of
senior indebtedness and an aggregate of approximately $ million of
subordinated debt that would rank equally with the subordinated notes. The
indenture does not limit or prohibit us or our subsidiaries from incurring
additional senior indebtedness and subordinated debt. For more information on
the subordination provisions of the subordinated notes, see "Description of Debt
Securities -- Subordinated Debt Securities -- Subordination" in the accompanying
prospectus.
We are a holding company and we conduct substantially all of our operations
through our subsidiaries. As a result, our ability to make payments on the
subordinated notes will depend primarily upon the receipt of dividends and other
distributions from our subsidiaries.
There are various regulatory restrictions on the ability of our bank
subsidiaries to pay dividends or make other payments to us.
In addition, our right to participate in any distribution of assets of any
of our subsidiaries upon the subsidiary's liquidation or otherwise, and thus
your ability as a holder of the subordinated notes to benefit indirectly from
such distribution, will be subject to the prior claims of creditors of that
subsidiary, except to the extent that we are a creditor of such subsidiary with
claims that are recognized. As a result, the subordinated notes will effectively
be subordinated to all existing and future liabilities and obligations of our
subsidiaries, including deposit liabilities. Therefore, you, as a holder of the
subordinated notes should look only to our assets for payments on the
subordinated notes.
DEFINITIVE SUBORDINATED NOTES
The subordinated notes will be issued only as fully-registered securities
registered in the name of Cede & Co., who is the agent for The Depository Trust
Company ("DTC"), who will be the depositary for all of the subordinated notes.
For more information see "Book-Entry Issuance" in this prospectus supplement. If
DTC discontinues providing its services as a securities depositary with respect
to the subordinated notes and a successor securities depositary is not obtained;
or, if we, at our option, decide to discontinue use of the system of book-entry
transfers through DTC, then the beneficial owners of the subordinated notes will
be properly notified that definitive certificates of the subordinated notes are
available. The beneficial owners of the subordinated notes will then be entitled
(1) to receive physical delivery in certificated form of subordinated notes
equal in principal amount to their beneficial interest and (2) to have the
definitive certificates of the subordinated notes registered in their names. The
definitive certificates will be issued in denominations of $1,000 and whole
multiples of $1,000 in excess of that amount. Definitive certificates will be
registered in the name or names of the person or persons DTC
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specifies in a written instruction to the registrar of the certificates. DTC may
base its instruction upon directions it receives from its participants.
Thereafter, the holders of the definitive certificates will be recognized as the
"holders" of the subordinated notes under the indenture.
The indenture provides for the replacement of a mutilated, lost, stolen or
destroyed definitive certificate, so long as the applicant furnishes us and the
trustee with such evidence of ownership and such security and indemnity that we
and the trustee require at that time.
In the event definitive certificates are issued, the holders of the
definitive certificates will be able to receive payments of principal, interest
and other amounts, if any, on the subordinated notes at the office of our paying
agent. Our paying agent is currently the corporate trust office of the trustee,
initially located at The Bank of New York, Corporate Trust Division, 101 Barclay
Street, Floor 21 West, New York, New York 10286. At our option, however, payment
of interest may be made by check mailed to the address of the person entitled to
the interest payment as it appears in the security register for the subordinated
notes or by wire transfer of funds to that person at an account maintained
within the United States.
We will have the right to require a holder of subordinated notes, in
connection with any payment on the subordinated notes, to certify information to
us or, in the absence of such certification, we will be entitled to rely on any
legal presumption to enable us to determine our obligation, if any, to deduct or
withhold taxes, assessments or governmental charges from such payment. We may at
any time designate additional paying agents, remove any paying agents, or
approve a change in the office through which any paying agent acts, except that
we will be required to maintain a paying agent in each place of payment for any
series. All monies we pay to a paying agent for the payment of principal,
interest or other amounts on a subordinated note which remains unclaimed at the
end of two years after the principal, interest or other amount has become due
and payable will be repaid to us. After this time, the holder of the
subordinated note will be able to look only to us for payment.
In the event definitive certificates are issued, the holders of the
definitive certificates will be able to transfer their subordinated notes, in
whole or in part, by surrendering the definitive certificates of the
subordinated notes for registration of transfer at the office of The Bank of New
York, duly endorsed by or accompanied by a written instrument of transfer in
form satisfactory to us and the securities registrar. Upon surrender, we will
execute, and the trustee will authenticate and deliver new definitive
certificates of the subordinated notes to the designated transferee in the
amount being transferred, and new definitive certificates of the subordinated
notes for any amount not being transferred will be issued to the transferor. We
will not charge any fee for the registration of transfer or exchange, except
that we may require the payment of an amount sufficient to cover any applicable
tax or other governmental charge payable in connection with the transfer.
BOOK-ENTRY ISSUANCE
DTC will act as securities depositary for all of the subordinated notes.
The subordinated notes will be issued only as fully-registered securities
registered in the name of Cede & Co. (DTC's nominee). One or more
fully-registered global certificates will be issued for the subordinated notes,
representing in the aggregate the total number of subordinated notes and each
global certificate will be deposited with DTC or its agent.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants deposit with DTC. DTC
also facilitates the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
include securities brokers and dealers,
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banks, trust companies, clearing corporations and certain other organizations.
DTC is owned by a number of its direct participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to DTC system is also available to others
such as securities brokers and dealers, banks and trust companies that clear
through or maintain custodial relationships with direct participants, either
directly or indirectly, through indirect participants. The rules applicable to
DTC and its participants are on file with the Securities and Exchange
Commission.
Purchases of the subordinated notes within the DTC system must be made by
or through direct participants, which will receive a credit for the subordinated
notes on DTC's records. The ownership interest of each actual purchaser of each
subordinated note and the beneficial owner is in turn to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchases, but beneficial owners are
expected to receive written confirmation providing details of the transactions,
as well as periodic statements of their holdings, from the direct or indirect
participants through which the beneficial owners purchased subordinated notes.
Transfers of ownership interests in the subordinated notes are to be
accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates representing
their ownership interests in subordinated notes, except in the event that use of
the book-entry system for a series of subordinated notes is discontinued.
DTC has no knowledge of the actual beneficial owners of the subordinated
notes. DTC's records reflect only the identity of the direct participants to
whose accounts such subordinated notes are credited, which may or may not be the
beneficial owners. The participants will remain responsible for keeping account
of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners and the voting
rights of direct participants, indirect participants and beneficial owners will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Although voting with respect to the subordinated notes is limited to the
holders of record of the subordinated notes, in those instances in which a vote
is required, neither DTC nor Cede & Co. will itself consent or vote with respect
to subordinated notes. Under its usual procedures, DTC would mail an omnibus
proxy (the "Omnibus Proxy") to the trustee as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
those direct participants to whose accounts such subordinated notes are credited
on the record date (identified in a listing attached to the Omnibus Proxy).
Interest payments on the subordinated notes will be made by the trustee to
DTC. DTC's practice is to credit direct participants' accounts on the relevant
payment date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payments on such
payment date. Payments by participants to beneficial owners will be governed by
standing instructions and customary practices and will be the responsibility of
such participant and not of DTC, or the company, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
interest to DTC is the responsibility of the trustee; disbursement of such
payments to direct participants is the responsibility of DTC, and disbursements
of such payments to the beneficial owners is the responsibility of direct and
indirect participants.
DTC may discontinue providing its services as securities depository with
respect to any of the subordinated notes at any time by giving reasonable notice
to the trustee and us. In the event that a successor securities depository is
not obtained, definitive subordinated debt security certificates representing
such subordinated notes are required to be printed and delivered. We, at our
option, may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor depository). In any such event, definitive
certificates for such subordinated notes will be printed and delivered.
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We have obtained the information in this section concerning DTC and DTC's
book-entry system from sources that we believe to be accurate, but we do not
assume any responsibility for the accuracy thereof. We do not assume any
responsibility for the performance by DTC or its participants of their
respective obligations as described herein or under the rules and procedures
governing their respective operations.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
GENERAL
In this section, we summarize certain of the material United States federal
income tax consequences of purchasing, holding and selling the subordinated
notes. Except where we state otherwise, this summary deals only with
subordinated notes held as capital assets (as defined in the Internal Revenue
Code of 1986) by a beneficial owner who purchases the subordinated notes at
their original offering price when we originally issue them.
We do not address all of the tax consequences that may be relevant to each
person's decision to purchase subordinated notes. Except as stated below, this
summary does not represent a detailed description of the U.S. federal income tax
consequences applicable to holders that may be subject to special tax treatment
including banks, thrift institutions, real estate investment trusts, personal
holding companies, insurance companies, and brokers and dealers in securities or
currencies. Further, we do not address:
- the United States federal income tax consequences to stockholders in, or
partners or beneficiaries of, an entity that is a holder of the
subordinated notes;
- the United States federal estate and gift or alternative minimum tax
consequences of the purchase, ownership or sale of the subordinated
notes;
- persons who hold the subordinated notes in a "straddle" or as part of a
"hedging," "conversion" or "constructive sale" transaction or whose
"functional currency" is not the United States dollar; or
- any state, local or foreign tax consequences of the purchase, ownership
and sale of subordinated notes.
If a partnership holds the subordinated notes, the tax treatment of a
partner will generally depend upon the status of the partner and the activities
of the partnership. If you are a partner of a partnership holding the
subordinated notes, you should consult your tax advisors. You should consult
your tax advisor regarding the tax consequences of purchasing, owning and
selling the subordinated notes in light of your circumstances.
This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury regulations (proposed and final) issued under the Code, and
administrative judicial interpretations thereof, all as they currently exist as
of the date of this prospectus supplement and all of which are subject to change
(possibly with retroactive effect).
U.S. AND NON U.S. HOLDERS
A "U.S. Holder" is a subordinated notes holder who or which is:
- a citizen or resident of the United States;
- an entity treated as a corporation or partnership for U.S. tax purposes
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia (unless in the case of a partnership,
Treasury regulations provide otherwise);
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- an estate if its income is subject to United States federal income
taxation regardless of its source; or
- a trust if (1) a United States court can exercise primary supervision
over its administration and (2) one or more United States persons have
the authority to control all of its substantial decisions.
A "Non-U.S. Holder" is a subordinated notes holder other than a U.S.
Holder. Material consequences to Non-U.S. Holders of subordinated notes are
described under "Consequences to Non-U.S. Holders" below.
CONSEQUENCES TO U.S. HOLDERS
Payment of Interest
Interest on a subordinated note will generally be taxable to you as
ordinary income at the time it is paid or accrued in accordance with your method
of accounting for tax purposes.
Sale, Exchange or Retirement of Subordinated Notes
When you sell, exchange or retire a subordinated note, you will recognize
gain or loss in an amount equal to the difference between your adjusted tax
basis in the subordinated note and the amount realized from the sale (generally,
your selling price less any amount received in respect of accrued but unpaid
interest not previously included in your income). Your adjusted tax basis in the
subordinated note generally will equal your cost of the subordinated note. Gain
or loss on the sale, exchange or retirement of a subordinated note generally
will be capital gain or loss and will be long term capital gain or loss if at
the time of the sale, exchange or retirement of a subordinated note, you have
held the subordinated note for more than one year.
CONSEQUENCES TO NON-U.S. HOLDERS
The following is a summary of the material U.S. federal income tax
consequences that will apply to you if you are a Non-U.S. Holder of subordinated
notes. This summary does not represent a detailed description of the U.S.
federal income tax consequences to you in light of your particular
circumstances. In addition, it does not deal with Non-U.S. Holders that are
subject to special treatment under the U.S. federal income tax laws (including
if you are a controlled foreign corporation, passive foreign investment company,
foreign personal holding company, a corporation that accumulates earnings to
avoid U.S. federal income tax, or in certain circumstances, a United States
expatriate).
U.S. Federal Withholding Tax
Payments to a Non-U.S. Holder that are not effectively connected to the
conduct of a U.S. trade or business will generally not be subject to United
States federal withholding tax, provided the Non-U.S. Holder:
- does not own (directly or indirectly, actually or constructively) 10% or
more of the total combined voting power of all classes of our stock
entitled to vote within the meaning of the Internal Revenue Code and
applicable U.S. Treasury Regulations;
- is not a controlled foreign corporation that is related to us through
stock ownership; and
- is not a bank receiving interest described in section 881(c)(3)(A) of the
Code.
To qualify for this exemption from withholding, the last United States
payer in the chain of payment prior to payment to a Non-U.S. Holder (the
"withholding agent") must have received from you in the
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year in which a payment of interest or principal occurs, or in either of the two
preceding calendar years, a statement that:
- is signed by the Non-U.S. Holder under penalties of perjury;
- certifies that the holder of the subordinated notes is a Non-U.S. Holder;
and
- provides the name and address of the Non-U.S. Holder.
The statement may be made on an Internal Revenue Service Form W-8BEN or a
substantially similar form, and the Non-U.S. Holder must inform the withholding
agent of any change in the information on the statement within 30 days of any
change. If the subordinated notes are held through a securities clearing
organization or certain other financial institutions that are not qualified
intermediaries, the organization or institution may provide a signed statement
to the withholding agent along with a copy of Internal Revenue Service Form
W-8BEN or the substitute form provided by the Non-U.S. Holder. If the financial
institution is a qualified intermediary, it generally will not be required to
furnish a copy of the Internal Revenue Service Form W-8BEN. A qualified
intermediary is a financial institution that has entered into a withholding
agreement with the Internal Revenue Service. If the subordinated notes are held
through a foreign partnership, a foreign simple trust or a foreign grantor
trust, the foreign partnership or foreign trust must provide a signed statement
to the withholding agent along with a copy of the Internal Revenue Service Form
W-8BEN.
If you cannot satisfy the requirements described above, payments of premium
and interest made to you will be subject to U.S. federal withholding tax, unless
you provide the company with a properly executed (1) IRS Form W-BEN (or other
applicable form) claiming an exemption from or a reduction in the rate of
withholding under the benefit of an applicable tax treaty or (2) IRS Form W-8ECI
(or successor form) stating that interest paid on the subordinated notes is not
subject to withholding tax because it is effectively connected with your conduct
or a trade or business in the United States (as discussed below under "U.S.
Federal Income Tax").
U.S. Federal Income Tax
If you are engaged in a trade or business in the United States and interest
on the subordinated note is effectively connected with the conduct of that trade
or business, you will be subject to U.S. federal income tax on that interest on
a net income basis (although exempt from withholding tax, provided certain
certification and disclosure requirements discussed above in "U.S. Federal
Withholding Tax" are complied with), in the same manner as if you were a United
States person as defined under the Code. In addition, if you are a foreign
corporation, you may be subject to a branch profits tax equal to 30% (or lower
applicable treaty rate) of your earnings and profits for the taxable year,
subject to adjustments, that are effectively connected with the conduct by you
of a trade or business in the United States. For this purpose, interest on the
subordinated notes will be included in earnings and profits.
Any gain realized on the disposition of a subordinated note generally will
not be subject to U.S. federal income tax unless (1) that gain is effectively
connected with your conduct of a trade or business in the United States or (2)
you are an individual who is present in the United States for 183 days or more
in the taxable year of that disposition, and certain other conditions are met.
U.S. FEDERAL ESTATE TAX
Your estate will not be subject to United States federal estate tax on
subordinated notes beneficially owned by you at the time of your death, provided
that (1) you do not own 10% or more of the total combined voting power of all
classes of our voting stock, within the meaning of section 871(h)(3) of the Code
and (2) interest on those subordinated notes would not have been, if received at
the time of your death, effectively connected with the conduct by you of a trade
or business in the United States.
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INFORMATION REPORTING AND BACKUP WITHHOLDING
United States Holders
In general, information reporting requirements will apply to payments of
principal and interest on the subordinated notes and to the proceeds of sale of
the subordinated notes made to you (unless the U.S. Holder is an exempt
recipient such as a corporation). Backup withholding tax will apply to such
payments if the U.S. Holder fails to provide a taxpayer identification number, a
certification of exempt status or under-reports their full dividend and interest
income. Generally, income on the subordinated notes will be reported to you on
Internal Revenue Service Form 1099, which should be mailed to you by January 31
following each calendar year.
Non-United States Holders
In general, no information reporting or backup withholding will be required
with respect to payments made by us on the subordinated notes provided the
beneficial owner provides the identification described above and the company
does not have actual knowledge that the recipient is a U.S. person, as defined
under the Code.
In addition, no information reporting or backup withholding will be
required regarding the proceeds of the sale of the subordinated notes made
within the United States or conducted through certain United States related
financial intermediaries, if the payor receives the statement described above
and does not have actual knowledge that the recipient is a U.S. person, as
defined under the Code, or you otherwise establish an exemption.
Any amounts withheld under the backup withholding rules would be allowed as
a refund or a credit against your United States federal income tax liability
provided the required information is furnished to the Internal Revenue Service.
Prospective investors should consult their own tax advisors concerning the
tax consequences of their particular situations.
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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated July , 2001, we have agreed to sell to the underwriters named
below, for whom Credit Suisse First Boston Corporation is acting as the
representative, the following respective principal amounts of the subordinated
notes:
Principal
Amount
---------
Underwriter
Credit Suisse First Boston Corporation...................... $
Lehman Brothers Inc. .......................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Robert W. Baird & Co. ......................................
Sandler O'Neill & Partners, L.P. ...........................
--------
Total......................................... $
========
The underwriting agreement provides that the underwriters are obligated to
purchase all of the subordinated notes if any are purchased. The underwriting
agreement also provides that if an underwriter defaults the purchase commitments
of non-defaulting underwriters may be increased or the offering of the
subordinated notes may be terminated.
The underwriters propose to offer the subordinated notes initially at the
public offering price on the cover page of this prospectus supplement and to
selling group members at that price less a selling concession of % of the
principal amount per subordinated note. The underwriters and selling group
members may allow a discount of % of the principal amount per subordinated
note on sales to other broker/dealers. After the initial public offering the
representative may change the public offering price and concession and discount
to broker/dealers.
We estimate that our out of pocket expenses for this offering will be
approximately $ .
We have agreed to indemnify the underwriters against liabilities under the
Securities Act, or contribute to payments which the underwriters may be required
to make in that respect.
In connection with the offering, the underwriters may engage in stabilizing
transactions, over-allotment transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934 (the "Exchange Act").
- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
- Over-allotment involves sales by the underwriters of subordinated notes
in excess of the principal amount of the subordinated notes the
underwriters are obligated to purchase, which creates a syndicate short
position.
- Syndicate covering transactions involve purchases of subordinated notes
in the open market after the distribution has been completed in order to
cover syndicate short positions. A short position is more likely to be
created if the underwriters are concerned that there may be downward
pressure on the price of the subordinated notes in the open market after
pricing that could adversely affect investors who purchase in the
offering.
- Penalty bids permit the representative to reclaim a selling concession
from a syndicate member when the subordinated notes originally sold by
such syndicate member are purchased in a stabilizing transaction or a
syndicate covering transaction to cover syndicate short positions.
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These stabilizing transactions, syndicate covering transactions and penalty bids
may have the effect of raising or maintaining the market price of the
subordinated notes or preventing or retarding a decline in the market price of
the subordinated notes. As a result, the price of the subordinated notes may be
higher than the price that might otherwise exist in the open market. These
transactions, if commenced, may be discontinued at any time.
Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us or our affiliates. They have received, and
in the future may receive, customary fees and commissions for these
transactions.
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the subordinated notes in Canada is being made only on
a private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of subordinated notes are made. Any resale of the subordinated notes in
Canada must be made under applicable securities laws which will vary depending
on the relevant jurisdiction, and which may require resales to be made under
available statutory exemptions or under a discretionary exemption granted by the
applicable Canadian securities regulatory authority. Purchasers are advised to
seek legal advice prior to any resale of the subordinated notes.
REPRESENTATIONS OF PURCHASERS
By purchasing the subordinated notes in Canada and accepting a purchase
confirmation a purchaser is representing to us and the dealer from whom the
purchase confirmation is received that
- the purchaser is entitled under applicable provincial securities laws to
purchase the subordinated notes without the benefit of a prospectus
qualified under those securities laws,
- where required by law, that the purchaser is purchasing as principal and
not as agent, and
- the purchaser has reviewed the text above under Resale Restrictions.
RIGHTS OF ACTION (ONTARIO PURCHASERS)
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against such issuer or
persons outside of Canada.
NOTICE OF BRITISH COLUMBIA RESIDENTS
A purchaser of the subordinated notes to whom the Securities Act (British
Columbia) applies is advised that the purchaser is required to file with the
British Columbia Securities Commission a report within ten days of the sale of
any acquired by the purchaser in this offering. The report must be in the form
attached to British Columbia Securities Commission Blanket Order BOR #95/17, a
copy of which
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may be obtained from us. Only one report must be filed for the subordinated
notes acquired on the same date and under the same prospectus exemption.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Canadian purchasers of the subordinated notes should consult their own
legal and tax advisors with respect to the tax consequences of an investment in
the subordinated notes in their particular circumstances and about the
eligibility of the subordinated notes for investment by the purchaser under
relevant Canadian legislation.
LEGAL MATTERS
The validity of the subordinated notes will be passed upon on behalf of us
by Brian R. Bodager, Esq., Chief Administrative Officer, General Counsel and
Secretary of Associated. The validity of the subordinated notes will be passed
upon for the underwriters by Simpson Thacher & Bartlett, New York, New York.
Simpson Thacher & Bartlett may rely, as to matters of Wisconsin law, on the
opinion of Mr. Bodager and Mr. Bodager may rely, as to matters of New York law,
on the opinion of Simpson Thacher & Bartlett.
EXPERTS
Our consolidated financial statements as of December 31, 2000 and December
31, 1999, and for each of the years in the three-year period ended December 31,
2000, have been incorporated by reference herein in reliance upon the report of
KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
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$500,000,000
[ASSOCIATED BANC-CORP LOGO]
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS
UNITS
WE WILL PROVIDE SPECIFIC TERMS OF THE ABOVE SECURITIES IN SUPPLEMENTS TO
THIS PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT
CAREFULLY BEFORE YOU INVEST.
THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAVE THESE ORGANIZATIONS
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS DATED MAY 10, 2001
20
TABLE OF CONTENTS
PAGE
----
SUMMARY..................................................... 2
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES............ 4
WHERE YOU CAN FIND MORE INFORMATION ABOUT ASSOCIATED
BANC-CORP................................................. 5
ASSOCIATED BANC-CORP........................................ 6
USE OF PROCEEDS............................................. 7
DESCRIPTION OF DEBT SECURITIES.............................. 8
DESCRIPTION OF PREFERRED STOCK.............................. 20
DESCRIPTION OF COMMON STOCK................................. 26
DESCRIPTION OF SECURITIES WARRANTS.......................... 26
DESCRIPTION OF UNITS........................................ 27
PLAN OF DISTRIBUTION........................................ 28
EXPERTS..................................................... 29
LEGAL OPINIONS.............................................. 29
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SUMMARY
This summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the terms
of our securities, you should carefully read:
- this prospectus, which explains the general terms of the securities we
may offer;
- the attached prospectus supplement, which gives the specific terms of the
particular securities we are offering and may change or update
information in this prospectus; and
- the documents we have referred you to in "Where You Can Find More
Information About Associated Banc-Corp" in this prospectus for
information about our company and our financial statements.
ASSOCIATED BANC-CORP
We are a registered corporation incorporated in Wisconsin which commenced
operations in 1969 with the acquisition of three banks. At December 31, 2000, we
owned nine commercial banks located in Illinois, Minnesota, and Wisconsin; we
were the third largest commercial bank holding company headquartered in
Wisconsin, measured by total assets; and we also owned 31 non-banking
subsidiaries located in Arizona, California, Illinois, Nevada and Wisconsin.
THE SECURITIES WE MAY OFFER
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may offer from time to time up to $500,000,000 of
any combination of the following securities, either separately or in units:
- debt securities;
- preferred stock;
- depositary shares;
- common stock; and
- warrants.
This prospectus provides you with a general description of the securities
we may offer. Each time we offer securities, we will provide you with a
prospectus supplement that will describe the specific amounts, prices, and terms
of the securities being offered. The prospectus supplement may also add to,
update, or change information contained in this prospectus.
DEBT SECURITIES
We may offer our unsecured general obligations by use of this prospectus,
which may be senior or subordinated. The senior debt securities will have the
same rank as all of our other unsecured, unsubordinated debt. The subordinated
debt securities will be entitled to payment only after payment on our "senior
indebtedness" (which is described below and which includes the senior debt
securities). In addition, under certain circumstances relating to our
dissolution, winding-up, liquidation or reorganization, the subordinated debt
securities will be entitled to payment only after the payment of claims relating
to "other financial obligations." For the definitions of senior indebtedness and
other financial obligations, see "Description of Debt Securities -- Subordinated
Debt Securities -- Subordination" below.
The senior debt securities will be issued under an indenture between us and
The Bank of New York, as trustee. The subordinated debt securities will be
issued under an indenture between us and The Bank of New York, as trustee. We
encourage you to read the indentures, which are exhibits to the registration
statement, and our recent periodic and current reports filed with the SEC.
Information about where to obtain copies of these documents are provided under
the caption "Where You Can Find More Information About Associated Banc-Corp" in
this prospectus.
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We are a holding company that conducts substantially all of our operations
through subsidiaries. As a result, claims of the holders of our debt securities
will generally have a junior position to claims of creditors of our subsidiaries
except to the extent that Associated Banc-Corp may be recognized, and receive
payment, as a creditor of those subsidiaries. Claims of our subsidiaries'
creditors other than Associated Banc-Corp include substantial amounts of
long-term debt, deposit liabilities, federal funds purchased, securities sold
under repurchase agreements, commercial paper, and other short-term borrowings.
PREFERRED STOCK AND DEPOSITARY SHARES
We may issue our preferred stock, par value $1.00 per share, in one or more
series. We will determine the dividend, voting, conversion, and other rights of
the series being offered, and the terms and conditions relating to the offering
and sale of the series, at the time of the offer and sale. We may also issue
shares of preferred stock that will be represented by depositary shares and
depositary receipts.
COMMON STOCK
We may issue our common stock, par value $0.01 per share. Subject to the
rights of holders of our preferred stock, holders of our common stock are
entitled to receive dividends when declared by our board of directors. Each
holder of common stock is entitled to one vote per share. The holders of common
stock have no preemptive rights or cumulative voting rights.
WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock,
or common stock, known as securities warrants. We may issue warrants
independently or together with other securities.
UNITS
We may issue securities as part of a unit consisting of any combination of
the securities described in this prospectus.
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CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges are as follows for the
periods shown:
YEAR ENDED DECEMBER 31,
-----------------------------------------
2000 1999 1998 1997 1996
----- ----- ----- ----- -----
Earnings to Fixed Charges:
Excluding Interest on Deposits............... 2.36X 3.23X 4.47X 2.54X 3.92X
Including Interest on Deposits............... 1.42X 1.56X 1.56X 1.28X 1.44X
For purposes of computing the above ratios, earnings represent net income
from continuing operations plus total taxes based on income and fixed charges.
Fixed charges, excluding interest on deposits, include interest expense (other
than on deposits), one third (the proportion deemed representative of the
interest factor) of rents, net of income from subleases, and capitalized
interest. Fixed charges, including interest on deposits, include all interest
expense, one third (the proportion deemed representative of the interest factor)
of rents, net of income from subleases, and capitalized interest. We did not
have any shares of preferred stock outstanding during the periods shown above.
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WHERE YOU CAN FIND MORE INFORMATION ABOUT
ASSOCIATED BANC-CORP
We file annual, quarterly, and current reports, proxy statements, and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.
The SEC allows us to incorporate by reference into this prospectus the
information in documents we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and later information that we file with the SEC will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Section 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed:
- Annual Report on Form 10-K for the year ended December 31, 2000; and
- the description of our common stock contained in our registration
statement filed under Section 12 of the Securities Exchange Act of 1934
and any amendment or report filed for the purpose of updating that
description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Associated Banc-Corp
1200 Hansen Road
Green Bay, WI 54304
920-491-7000
Attention: Jon Drayna
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER INFORMATION. WE ARE NOT MAKING
AN OFFER OF SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD
NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS, THE PROSPECTUS SUPPLEMENT,
OR ANY DOCUMENT INCORPORATED BY REFERENCE IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ON THE FRONT OF THE APPLICABLE DOCUMENT.
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ASSOCIATED BANC-CORP
We are a registered bank holding company incorporated in Wisconsin which
commenced operations in 1969 with the acquisition of three banks. At December
31, 2000, we owned nine commercial banks located in Illinois, Minnesota and
Wisconsin; we were the third largest commercial bank holding company
headquartered in Wisconsin, measured by total assets; and we also owned 31
non-banking subsidiaries located in Arizona, California, Illinois, Nevada, and
Wisconsin.
Effective in the second quarter of 2001, we will merge all of the Wisconsin
bank affiliates into a single national banking charter, headquartered in Green
Bay, Wisconsin, under the name Associated Bank, National Association. Certain
subsidiaries will also merge with and into the resultant bank, becoming
departments of the Wisconsin national bank. At the completion of the foregoing
mergers, we will have four commercial bank affiliates and 20 subsidiaries.
Through our affiliates, we provide a complete range of banking services to
individuals and businesses. These services include checking, savings, and money
market deposit accounts; business, personal, educational, residential and
commercial mortgage loans; and other consumer-oriented financial services,
including IRA and Keogh accounts, safe deposit and night depository facilities.
Automated Teller Machines are installed in many locations in the affiliates'
service areas. The affiliates are members of an interstate shared ATM network.
Among the services designed specifically to meet the needs of businesses are
various types of specialized financing, cash management services and
transfer/collection facilities.
We provide advice and specialized services to our affiliates in banking
policy and operations, including auditing, data processing,
marketing/advertising, investing, legal/compliance, personnel services, trust
services, risk management, facilities management, security, purchasing,
treasury, finance, accounting and other financial services functionally related
to banking. The boards of directors and officers of each of our affiliates
retain responsibility for the management of those affiliates. We render our
services to the affiliates in order to assist their local management and to
expand the scope of services offered by them. At December 31, 2000, our bank
affiliates provided services through 214 locations in 149 communities.
Advisory Services
Our trust company subsidiary and investment management subsidiary offer a
wide variety of fiduciary, investment management, advisory, and corporate agency
services to individuals, corporations, charitable trusts, foundations, and
institutional investors. They also administer pension, profit sharing and other
employee benefit plans, and personal trusts and estates.
Investment Services
Our investment subsidiaries provide discount and full-service brokerage
services, including the sale of fixed and variable annuities, mutual funds, and
securities to the affiliates' customers and the general public. Seven investment
subsidiaries located in Nevada hold, manage, and trade cash, stocks, and
securities transferred from the affiliates and reinvest investment income. Three
additional investment subsidiaries formed in Nevada and headquartered and
domiciled in the Cayman Islands provide investment services for their parent
bank, as well as providing management of their respective Real Estate Investment
Trust subsidiaries.
Insurance, Leasing and Appraisal Services
Our insurance subsidiaries provide commercial and individual insurance
services and engage in reinsurance. Various life, property, casualty, credit and
mortgage insurance products are available to the affiliates' customers and the
general public. A leasing subsidiary provides lease financing for a variety of
capital equipment for commerce and industry. An appraisal subsidiary provides
real estate appraisals for customers, government agencies, and the general
public.
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Mortgage Banking and other Lending Services
Our mortgage banking subsidiaries are involved in the origination,
servicing and warehousing of mortgage loans, and the sale of such loans to
investors. Our primary focus is on commercial and one- to four-family
residential and multi-family properties, which are generally saleable into the
secondary mortgage market. The principal mortgage lending areas of these
subsidiaries are Wisconsin and Illinois. We sell nearly all of our long-term,
fixed-rate real estate mortgage loans in the secondary market and to other
financial institutions, with our subsidiaries retaining the servicing of those
loans.
Our affiliates and subsidiaries also originate and/or service consumer
loans, business credit card loans and student loans. The credit card base and
resulting loans are principally centered in the Midwest, whereas the other
lending activities are primarily conducted in Wisconsin and Illinois. We entered
into an agreement in April 2000 with Citibank USA ("Citi") for the acquisition
of our retail credit card portfolio. That agreement, along with a five-year
agency agreement entered into contemporaneously with Citi, provides for agent
fees and other income on new and existing credit card business.
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, we will
use the net proceeds we receive from the sale of the securities offered by this
prospectus and the accompanying prospectus supplement for general corporate
purposes. General corporate purposes may include the repayment of debt,
investments in or extensions of credit to our subsidiaries, the financing of
possible acquisitions, or business expansion. We may invest the net proceeds
temporarily or apply them to repay short-term debt until we are ready to use
them for their stated purpose.
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DESCRIPTION OF DEBT SECURITIES
GENERAL
We have described below certain general terms that may apply to the debt
securities issued pursuant to this prospectus. We will describe the particular
terms of any debt securities we offer to you in the prospectus supplement
relating to those debt securities.
The debt securities will be either senior debt securities or subordinated
debt securities. We will issue the senior debt securities under a senior
indenture dated as of between us and The Bank of New York, as trustee, and we
will issue the subordinated debt securities under a subordinated indenture dated
as of between us and The Bank of New York, as trustee. The following summary of
certain provisions of the indentures for the senior debt securities and the
subordinated debt securities is not complete. You should refer to the
indentures, copies of which are filed as exhibits to the registration statement
of which this prospectus is a part.
Neither of the indentures limits the amount of debt securities that we may
issue. We also have the right to "reopen" a previous issue of a series of debt
securities by issuing additional debt securities of such series. The senior debt
securities will be unsecured and will have the same rank as all of our other
unsecured and unsubordinated debt. The subordinated debt securities will be
unsecured and will be subordinated and junior to all "senior indebtedness" (as
defined below under "Subordinated Debt Securities -- Subordination"). In
addition, under certain circumstances relating to our dissolution, winding-up,
liquidation or reorganization, the subordinated debt securities will be junior
to all "other financial obligations" (as defined below under "Subordinated Debt
Securities -- Subordination").
We are a bank holding company that conducts substantially all of our
operations through subsidiaries. As a result, claims of the holders of the debt
securities will generally have a junior position to claims of creditors of our
subsidiaries, except to the extent that Associated Banc-Corp may be recognized,
and receive payment, as a creditor of those subsidiaries. Claims of our
subsidiaries' creditors other than Associated Banc-Corp include substantial
amounts of long-term debt, deposit liabilities, federal funds purchased,
securities sold under repurchase agreements, commercial paper, and other
short-term borrowings.
We may issue the debt securities in one or more separate series of senior
debt securities and/or subordinated debt securities. We will specify in the
prospectus supplement relating to a particular series of debt securities being
offered the particular amounts, prices, and terms of those debt securities.
These terms may include:
- the title and type of the debt securities;
- any limit on the aggregate principal amount or aggregate initial offering
price of the debt securities;
- the purchase price of the debt securities;
- the dates on which the principal of the debt securities will be payable
and the amount payable upon acceleration;
- the interest rates of the debt securities, including the interest rates,
if any, applicable to overdue payments, or the method for determining
those rates, and the interest payment dates for the debt securities;
- the places where payments may be made on the debt securities;
- any mandatory or optional redemption provisions applicable to the debt
securities;
- any sinking fund or similar provisions applicable to the debt securities;
- the authorized denominations of the debt securities, if other than $1,000
and integral multiples of $1,000;
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- if denominated in a currency other than U.S. dollars, the currency or
currencies, including the euro or other composite currencies, in which
payments on the debt securities will be payable (which currencies may be
different for principal, premium, and interest payments);
- any conversion or exchange provisions applicable to the debt securities;
- any events of default applicable to the debt securities (if not described
in this prospectus); and
- any other specific terms of the debt securities.
We may issue some of the debt securities as original issue discount debt
securities. Original issue discount debt securities bear no interest or bear
interest at a below-market rate and will be sold at a discount below their
stated principal amount. The prospectus supplement will contain any special tax,
accounting, or other information relating to original issue discount debt
securities. If we offer other kinds of debt securities, including debt
securities linked to an index or payable in currencies other than U.S. dollars,
the prospectus supplement relating to those debt securities will also contain
any special tax, accounting, or other information relating to those debt
securities. Persons considering the purchase, ownership, or disposition of
original issue discount debt securities or other kinds of debt securities,
including debt securities linked to an index or payable in currencies other than
U.S. dollars, should consult their own tax advisors concerning the United States
federal income tax consequences to them from the purchase, ownership, or
disposition of those securities in light of their particular situations, as well
as any consequences arising under the laws of any other taxing jurisdiction.
Unless otherwise specified in the prospectus supplement, we will issue the
debt securities only in fully registered form without coupons. You will not be
required to pay a service charge for any transfer or exchange of debt
securities, but we may require payment of any taxes or other governmental
charges.
Unless otherwise specified in the prospectus supplement, we will pay
principal, premium, if any, and interest, if any, on the debt securities at the
corporate trust office of the trustee in New York City. You may also make
transfers or exchanges of debt securities at that location. We also have the
right to pay interest on any debt securities by check mailed to the registered
holders of the debt securities at their registered addresses. In connection with
any payment on debt securities, we may require the holder to certify information
to Associated Banc-Corp. In the absence of that certification, we may rely on
any legal presumption to enable us to determine our responsibilities, if any, to
deduct or withhold taxes, assessments, or governmental charges from the payment.
Neither of the indentures limits our ability to enter into a highly
leveraged transaction or provides you with any special protection in the event
of such a transaction. In addition, neither of the indentures provides special
protection in the event of a sudden and dramatic decline in our credit quality
resulting from a takeover, recapitalization, or similar restructuring of
Associated Banc-Corp.
The debt securities may be offered together with warrants to purchase
additional debt securities, warrants to purchase shares of common stock or
warrants to purchase shares of preferred stock. We may also issue debt
securities exchangeable for or convertible into other series of our debt
securities. The prospectus supplement will describe the specific terms of any of
those warrants or exchangeable or convertible securities. It will also describe
the specific terms of the debt securities issuable upon the exercise, exchange,
or conversion of those securities. See "Description of Securities Warrants"
below.
SENIOR DEBT SECURITIES
The senior debt securities will be direct, unsecured general obligations of
Associated Banc-Corp, will constitute senior indebtedness of Associated
Banc-Corp, and will have the same rank as our other senior indebtedness. For a
definition of "senior indebtedness," see "Subordinated Debt Securities --
Subordination" below.
Limitation on Disposition of Stock of Principal Subsidiary Banks. The
senior indenture contains a covenant by us that, so long as any of the senior
debt securities are outstanding, neither we nor any of our wholly-owned
subsidiaries will dispose of any shares of voting stock of our principal
subsidiary banks, or
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any securities convertible into, or options, warrants, or rights to purchase,
shares of voting stock of our principal subsidiary banks, except to Associated
Banc-Corp or another of our wholly-owned subsidiaries. In addition, the covenant
provides that neither we nor any of our wholly-owned subsidiaries will permit
any of our principal subsidiary banks to issue any shares of its voting stock
(other than directors' qualifying shares), or securities convertible into, or
options, warrants, or rights to purchase, shares of its voting stock.
The above covenant is subject to our rights in connection with a
consolidation or merger of Associated Banc-Corp with or into another person or a
sale of our assets. The covenant also will not apply if:
(1) (a) the disposition in question is made for fair market value, as
determined by the board of directors of Associated Banc-Corp; and (b) after
giving effect to the disposition, we and any one or more of our
wholly-owned subsidiaries will collectively own at least 80% of the issued
and outstanding voting stock of the principal subsidiary bank in question
or any successor to that principal subsidiary bank, free and clear of any
security interest; or
(2) the disposition in question is made in compliance with an order or
direction of a court or regulatory authority of competent jurisdiction.
The above covenant also does not restrict any of our principal bank
subsidiaries from being consolidated with or merged into another domestic
banking corporation, if after the merger or consolidation, (A) Associated
Banc-Corp, or its successor, and any one or more of our wholly owned
subsidiaries own at least 80% of the voting stock of the resulting bank, and (B)
no event of default, and no event which, after notice or lapse of time or both,
would become an event of default, under the senior indenture shall have happened
and be continuing.
The senior indenture defines the term "principal subsidiary bank" to mean
any of our subsidiaries which is a commercial bank and which has total assets
equal to 30 percent or more of the total consolidated assets of Associated
Banc-Corp as of the date of our most recent audited consolidated financial
statements. At present, none of our subsidiary banks constitute principal
subsidiary banks under this definition. As used above, "voting stock" means a
class of stock having general voting power under ordinary circumstances
irrespective of the happening of a contingency. The above covenant would not
prevent any of our principal subsidiary banks from engaging in a sale of assets
to the extent otherwise permitted by the senior indenture.
Events of Default. The senior indenture defines an event of default with
respect to any series of senior debt securities as any one of the following
events:
(1) default in the payment of interest on any senior debt security of
that series and continuance of that default for 30 days;
(2) default in the payment of principal of, or premium, if any, on,
any senior debt security of that series at maturity;
(3) default in the deposit of any sinking fund payment applicable to
any senior debt security of that series and continuance of that default for
5 days;
(4) failure by us for 60 days after notice to perform any of the other
covenants or warranties in the senior indenture applicable to that series;
(5) specified events of bankruptcy, insolvency, or reorganization of
Associated Banc-Corp; and
(6) any other event of default specified with respect to senior debt
securities of that series.
If any event of default with respect to senior debt securities of any
series occurs and is continuing, either the trustee or the holders of not less
than 25% in principal amount of the outstanding senior debt securities of that
series may declare the principal amount (or, if the senior debt securities of
that series are original issue discount senior debt securities, a specified
portion of the principal amount) of all senior debt securities of that series to
be due and payable immediately. No such declaration is required upon specified
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events of bankruptcy, insolvency or reorganization. Subject to certain
conditions, the holders of a majority in principal amount of the outstanding
senior debt securities of that series may annul the declaration.
We will describe in the prospectus supplement any particular provisions
relating to the acceleration of the maturity of a portion of the principal
amount of original issue discount senior debt securities upon an event of
default.
Subject to the duty to act with the required standard of care during a
default, the trustee is not obligated to exercise any of its rights or powers
under the senior indenture at the request or direction of any of the holders of
senior debt securities, unless the holders have offered to the trustee security
or indemnity reasonably satisfactory to the trustee. The senior indenture
provides that the holders of a majority in principal amount of outstanding
senior debt securities of any series may direct the time, method, and place of
conducting any proceeding for any remedy available to the trustee for that
series, or exercising any trust or other power conferred on the trustee.
However, the trustee may decline to act if the direction is contrary to law or
the senior indenture.
The senior indenture includes a covenant requiring us to file annually with
the trustee a certificate of no default or specifying any default that exists.
Defeasance and Covenant Defeasance. The senior indenture contains a
provision that, if made applicable to any series of senior debt securities,
permits us to elect:
- defeasance, which would discharge us from all of our obligations (subject
to limited exceptions) with respect to any senior debt securities of that
series then outstanding, and/or
- covenant defeasance, which would release us from our obligations under
specified covenants and the consequences of the occurrence of an event of
default resulting from a breach of these covenants.
To make either of the above elections, we must deposit in trust with the
trustee money and/or U.S. government obligations (as defined below) or, with
respect to senior debt securities denominated in a foreign currency, foreign
government obligations (as defined below) which, through the payment of
principal and interest in accordance with their terms, will provide sufficient
money, without reinvestment, to repay in full those senior debt securities.
As used in the senior indenture, "U.S. government obligations" are:
(1) direct obligations of the United States or of an agency or
instrumentality of the United States, in either case that is guaranteed as
a full faith and credit obligation of the United States and that is not
redeemable by the issuer; and
(2) certain depositary receipts with respect to an obligation referred
to in clause (1).
As used in the senior indenture, "foreign government obligations" are
direct obligations of a foreign government or governments or of an agency or
instrumentality of such foreign government or governments, in either case that
is guaranteed as a full faith and credit obligation of such foreign government
or governments and that is not redeemable by the issuer.
As a condition to defeasance or covenant defeasance, we must deliver to the
trustee an opinion of counsel that the holders of the senior debt securities
will not recognize income, gain, or loss for federal income tax purposes as a
result of the defeasance or covenant defeasance and will be subject to federal
income tax on the same amount, in the same manner and at the same times as would
have been the case if defeasance or covenant defeasance had not occurred. That
opinion, in the case of defeasance, but not covenant defeasance, must refer to
and be based upon a ruling received by us from the Internal Revenue Service or
published as a revenue ruling or upon a change in applicable federal income tax
law.
If we exercise our covenant defeasance option with respect to a particular
series of senior debt securities, then even if there were a default under the
related covenant, payment of those senior debt securities could not be
accelerated. We may exercise our defeasance option with respect to a particular
series of senior debt securities even if we previously had exercised our
covenant defeasance option. If we
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exercise our defeasance option, payment of those senior debt securities may not
be accelerated because of any event of default. If we exercise our covenant
defeasance option and an acceleration were to occur, the realizable value at the
acceleration date of the money and U.S. government obligations in the defeasance
trust could be less than the principal and interest then due on those senior
debt securities. This is because the required deposit of money and/or U.S.
government obligations in the defeasance trust is based upon scheduled cash
flows rather than market value, which will vary depending upon interest rates
and other factors.
Modification and Waiver. The senior indenture provides that we, together
with the trustee, may enter into supplemental indentures without the consent of
the holders of senior debt securities to:
- evidence the assumption by another person of our obligations;
- add covenants for the benefit of the holders of all or any series of
senior debt securities;
- add any additional events of default;
- add to or change the senior indenture to permit or facilitate the
issuance of debt securities in bearer form;
- add to, change or eliminate a provision of the senior indenture if such
addition, change or elimination does not apply to a senior debt security
created prior to the execution of such supplemental indenture or modify
the rights of a holder of any senior debt security with such provision;
- secure any senior debt security;
- establish the form or terms of senior debt securities of any series;
- evidence the acceptance of appointment by a successor trustee; or
- cure any ambiguity or correct any inconsistency in the senior indenture
or make other changes, provided that any such action does not adversely
affect the interests of the holders of senior debt securities of any
affected series in any material respect;
Other amendments and modifications of the senior indenture may be made with
the consent of the holders of not less than a majority of the aggregate
principal amount of each series of the outstanding senior debt securities
affected by the amendment or modification. However, no modification or amendment
may, without the consent of the holder of each outstanding senior debt security
affected:
- change the stated maturity of the principal of or any installment of
principal or interest, if any, on any such senior debt security;
- reduce the principal amount of (or premium, if any) or the interest rate,
if any, on any such senior debt security or the principal amount due upon
acceleration of an original issue discount security;
- change the place or currency of payment of principal of (or premium if
any) or the interest, if any, on such senior debt security;
- impair the right to institute suit for the enforcement of any such
payment on or with respect to any such senior debt security;
- reduce the percentage of holders of senior debt securities necessary to
modify or amend the senior indenture; or
- modify the foregoing requirements or reduce the percentage of outstanding
securities necessary to waive compliance with certain provisions of the
senior indenture or for waiver of certain defaults.
The holders of at least a majority of the aggregate principal amount of the
outstanding securities of any series may, on behalf of all holders of that
series, waive our required compliance with certain restrictive provisions of the
senior indenture and may waive any past default under the senior indenture,
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except a default in the payment of principal, premium or interest or in the
performance of certain covenants.
Consolidation, Merger, and Sale of Assets. We may, without the consent of
the holders of any senior debt securities, consolidate or merge with any other
person or transfer or lease all or substantially all of our assets to another
person or permit another corporation to merge into Associated Banc-Corp,
provided that:
(1) the successor is a person organized under U.S. law;
(2) the successor, if not us, assumes our obligations on the senior
debt securities and under the senior indenture;
(3) after giving effect to the transaction, no event of default, and
no event which, after notice or lapse of time or both, would become an
event of default, shall have occurred and be continuing; and
(4) other specified conditions are met.
SUBORDINATED DEBT SECURITIES
The subordinated debt securities will be direct, unsecured general
obligations of Associated Banc-Corp. The subordinated debt securities will be
subordinate and junior in right of payment to all senior indebtedness and, in
certain circumstances described below relating to our dissolution, winding-up,
liquidation, or reorganization, to all other financial obligations. The
subordinated indenture does not limit the amount of debt, including senior
indebtedness, or other financial obligations we may incur.
Unless otherwise specified in the applicable prospectus supplement, the
maturity of the subordinated debt securities will be subject to acceleration
only upon our bankruptcy or reorganization. See "Subordinated Debt
Securities -- Defaults and Waivers" below.
The holders of subordinated debt securities of a series that are specified
to be convertible into our common stock or other securities will be entitled as
specified in the applicable prospectus supplement to convert those convertible
subordinated debt securities into common stock or such other securities, at the
conversion price, at the times, and on the terms set forth in the prospectus
supplement.
If so specified in the applicable prospectus supplement, the holders of
subordinated debt securities of any series may be obligated at maturity, or at
any earlier time specified in the prospectus supplement, to exchange that series
of subordinated debt securities for capital securities. "Capital securities" may
consist of our common stock, perpetual preferred stock, or other capital
securities of Associated Banc-Corp acceptable to the Board of Governors of the
Federal Reserve System, which is our primary federal banking regulator. The
terms of any such exchange and of the capital securities that will be issued
upon the exchange will be described in the applicable prospectus supplement.
Whenever subordinated debt securities are exchangeable for capital securities,
we will be obligated to deliver capital securities with a market value equal to
the principal amount of those subordinated debt securities. In addition, we will
unconditionally undertake, at our expense, to sell the capital securities in a
secondary offering on behalf of any holders who elect to receive cash for the
capital securities.
Subordination. The subordinated debt securities will be subordinate and
junior in right of payment to all senior indebtedness and, under certain
circumstances described below, to all other financial obligations.
As used in this prospectus, "senior indebtedness" means the principal of,
premium, if any, and interest on all indebtedness for money borrowed by us,
whether outstanding on the date the subordinated indenture became effective or
created, assumed, or incurred after that date (including all indebtedness for
money borrowed by another person that we guarantee). However, senior
indebtedness does not include indebtedness that is stated in its terms not to be
superior to or to have the same rank as the subordinated debt securities.
The subordinated indenture defines "other financial obligations" to mean
all indebtedness of Associated Banc-Corp for claims in respect of derivative
products, such as interest and foreign exchange
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rate contracts, commodity contracts, and similar arrangements, except
obligations that constitute senior indebtedness and except obligations that are
expressly stated in their terms to have the same rank as or not to rank senior
to the subordinated debt securities.
If the maturity of any subordinated debt securities is accelerated, the
holders of all senior indebtedness outstanding at the time of such acceleration
will first be entitled to receive payment in full of all amounts due thereon
before the holders of subordinated debt securities will be entitled to receive
any payment upon the principal of (or premium, if any) or interest, if any, on
the subordinated securities.
No payments on account of principal (or premium, if any) or interest, if
any, in respect of the subordinated debt securities may be made if there shall
have occurred and be continuing:
- a default in the payment of principal of (or premium, if any) or interest
on senior indebtedness, or
- an event of default with respect to any senior indebtedness resulting in
the acceleration of the maturity thereof;
or if any judicial proceeding shall be pending with respect to any such default.
In addition, upon our dissolution, winding-up, liquidation, or
reorganization:
- we must pay to the holders of senior indebtedness the full amounts of
principal of, premium, if any, and interest, if any, on the senior
indebtedness before any payment or distribution is made on the
subordinated debt securities, and
- if, after we have made those payments on the senior indebtedness, there
are amounts available for payment on the subordinated debt securities
and creditors who hold other financial obligations have not received
their full payments,
then we will first use amounts available for payment on the subordinated
debt securities to pay in full all other financial obligations before we may
make any payment on the subordinated debt securities.
No Limitation on Disposition of Voting Stock of Principal Subsidiary Bank.
The subordinated indenture does not contain a covenant prohibiting us from
selling or otherwise disposing of any shares of voting stock of our subsidiary
banks, or securities convertible into, or options, warrants, or rights to
purchase shares of, voting stock of our subsidiary banks. The subordinated
indenture also does not prohibit our subsidiary banks from issuing any shares of
their voting stock or securities convertible into, or options, warrants, or
rights to purchase shares of their voting stock.
Events of Default. The subordinated indenture defines an event of default
with respect to any series of subordinated debt securities as any one of the
following events:
(1) default in the payment of interest on any subordinated debt security of
that series and continuance of that default for 30 days;
(2) default in the payment of principal of, or premium, if any, on, any
subordinated debt security of that series at maturity;
(3) default in the deposit of any sinking fund payment applicable to any
subordinated debt security of that series and continuance of that default for 5
days;
(4) failure by us for 60 days after notice to perform any of the other
covenants or warranties in the subordinated indenture applicable to that series;
(5) specified events of bankruptcy, insolvency, or reorganization of
Associated Banc-Corp; and
(6) any other event of default specified with respect to subordinated debt
securities of that series.
Upon the occurrence of specified events of bankruptcy, insolvency, or
reorganization, the principal amount (or, if the subordinated debt securities of
that series are original issue discount subordinated debt securities, a
specified portion of the principal amount) of the outstanding subordinated debt
securities of a series will become due and payable immediately. Subject to
certain conditions, the holders of a majority in
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principal amount of the outstanding subordinated debt securities of that series
may annul the acceleration. The right of the holders of the subordinated debt
securities of a series to demand payment in cash upon the occurrence and
continuance of an event of default continues to exist so long as the
subordinated debt securities of that series have not been exchanged or
converted.
Unless otherwise provided in the terms of a series of subordinated debt
securities, there is no right of acceleration of the payment of principal of the
subordinated debt securities of that series upon a default in the payment of
principal or interest or a default in the performance of any covenant or
agreement in the subordinated debt securities or the subordinated indenture. In
the event of a default in the payment of interest or principal (including a
default in the delivery of any capital securities in exchange for subordinated
debt securities) or in the performance of any covenant or agreement in the
subordinated debt securities or the subordinated indenture, the trustee may,
subject to specified limitations and conditions, seek to enforce that payment
(or delivery) or the performance of that covenant or agreement.
Subject to the duty of the trustee to act with the required standard of
care during a default, the trustee is not obligated to exercise any of its
rights or powers under the subordinated indenture at the request or direction of
any of the holders of the subordinated debt securities, unless those holders
have offered the trustee security or indemnity reasonably satisfactory to the
trustee. Subject to that provision for security or indemnity, the holders of a
majority in principal amount of the subordinated debt securities of any series
then outstanding have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to, or exercising any trust
or power conferred on, the trustee with respect to the subordinated debt
securities of that series.
The subordinated indenture includes a covenant requiring us to file
annually with the trustee a certificate of no default or specifying any default
that exists.
Defeasance and Covenant Defeasance. The subordinated indenture contains a
provision that, if made applicable to any series of subordinated debt
securities, permits us to elect defeasance and/or covenant defeasance under the
same terms described above in "Senior Debt Securities -- Defeasance and Covenant
Defeasance."
Modification and Waiver. The subordinated indenture contains provisions
providing for the amendment or modification of the subordinated indenture and
waiver of compliance with certain provisions or past defaults under the same
terms described above in "Senior Debt Securities-Modification and Waiver".
Additionally, no modification or amendment to the subordinated indenture may,
without the consent of the holder of each outstanding subordinated debt security
affected:
- modify the subordination provisions of the subordinated debt securities
of any series in a manner adverse to the holders of the subordinated debt
securities; or
- adversely affect the right to convert any subordinated debt security.
Consolidation, Merger, and Sale of Assets. We may, without the consent of
the holders of any subordinated debt securities, consolidate or merge with any
other person or transfer or lease all or substantially all of our assets to
another person or permit another corporation to merge into Associated Banc-Corp
under the same terms described above in "Senior Debt
Securities -- Consolidation, Merger, and Sale of Assets."
INFORMATION CONCERNING THE TRUSTEE
Associated Banc-Corp and some of our subsidiaries maintain deposits and
conduct other banking transactions with the trustee under each of the senior
indenture and the subordinated indenture in the ordinary course of business.
GOVERNING LAW
The senior indenture, the subordinated indenture, the senior debt
securities, and the subordinated debt securities will be governed by and
construed in accordance with the laws of the State of New York.
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PERMANENT GLOBAL DEBT SECURITIES
We may issue series of the debt securities as permanent global debt
securities and deposit them with a depositary with respect to that series.
Unless otherwise indicated in the prospectus supplement, the following is a
summary of the depositary arrangements applicable to debt securities issued in
permanent global form and for which The Depository Trust Company ("DTC") will
act as depositary.
Each permanent global debt security will be deposited with, or on behalf
of, DTC, as depositary, or its nominee and registered in the name of a nominee
of DTC. Except under the limited circumstances described below, permanent global
debt securities are not exchangeable for definitive, certificated debt
securities.
Only institutions that have accounts with DTC or its nominee ("DTC
participants") or persons that may hold interests through DTC participants may
own beneficial interests in a permanent global debt security. DTC will maintain
records reflecting ownership of beneficial interests by DTC participants in the
permanent global debt securities and transfers of those ownership interests. DTC
participants will maintain records evidencing ownership of beneficial interests
in the permanent global debt securities by persons that hold through those DTC
participants and transfers of those ownership interests within those DTC
participants. DTC has no knowledge of the actual beneficial owners of the debt
securities. You will not receive written confirmation from DTC of your purchase,
but we do expect that you will receive written confirmations providing details
of the transaction, as well as periodic statements of your holdings from the DTC
participant through which you entered the transaction. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of those securities in definitive form. Those laws may impair your
ability to transfer beneficial interests in a permanent global debt security.
DTC has advised us that upon the issuance of a permanent global debt
security and the deposit of that permanent global debt security with DTC, DTC
will immediately credit, on its book-entry registration and transfer system, the
respective principal amounts represented by that permanent global debt security
to the accounts of DTC participants.
We will make payment of principal of, and interest on, debt securities
represented by a permanent global debt security to DTC or its nominee, as the
case may be, as the registered owner and holder of the permanent global debt
security representing those debt securities. DTC has advised us that upon
receipt of any payment of principal of, or interest on, a permanent global debt
security, DTC will immediately credit accounts of DTC participants with payments
in amounts proportionate to their respective beneficial interests in the
principal amount of that permanent global debt security, as shown in the records
of DTC. Standing instructions and customary practices will govern payments by
DTC participants to owners of beneficial interests in a permanent global debt
security held through those DTC participants, as is now the case with securities
held for the accounts of customers in bearer form or registered in "street
name." Those payments will be the sole responsibility of those DTC participants,
subject to any statutory or regulatory requirements in effect from time to time.
Neither Associated Banc-Corp, the trustee, nor any of our other agents will
have any responsibility or liability for any aspect of the records of DTC, any
nominee, or any DTC participant relating to, or payments made on account of,
beneficial interests in a permanent global debt security or for maintaining,
supervising, or reviewing any of the records of DTC, any nominee, or any DTC
participant relating to those beneficial interests.
A permanent global debt security is exchangeable for definitive debt
securities registered in the name of a person other than DTC or its nominee only
if:
(1) DTC notifies us that it is unwilling or unable to continue as
depositary for that permanent global debt security or DTC ceases to be
registered under the Securities Exchange Act of 1934;
(2) we determine in our discretion that the permanent global debt
security will be exchangeable for definitive debt securities in registered
form; or
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(3) there has occurred and is continuing an event of default or an
event which, with notice or the lapse of time or both, would constitute an
event of default under the debt securities of any series and holders of not
less than a majority in principal amount of the debt securities of such
series request definitive debt securities.
Any permanent global debt security that is exchangeable as described in the
preceding sentence will be exchangeable in whole for definitive, certificated
debt securities in registered form, of like tenor, and of an equal aggregate
principal amount as the permanent global debt security, in denominations of
$1,000 and integral multiples of $1,000 (or in denominations and integral
multiples as otherwise specified in the applicable prospectus supplement). The
registrar will register the definitive debt securities in the name or names
instructed by DTC. We expect that those instructions may be based upon
directions received by DTC from DTC participants with respect to ownership of
beneficial interests in the permanent global debt security. We will make payment
of any principal and interest on the definitive debt securities and will
register transfers and exchanges of those definitive debt securities at the
corporate trust office of the respective transfer agent and registrar in the
Borough of Manhattan, The City of New York. However, we may elect to pay
interest by check mailed to the address of the person entitled to that interest
payment as of the record date, as shown on the register for the debt securities.
Except as provided above, as an owner of a beneficial interest in a
permanent global debt security, you will not be entitled to receive physical
delivery of debt securities in definitive form and will not be considered a
holder of debt securities for any purpose under either of the indentures. No
permanent global debt security will be exchangeable except for another permanent
global debt security of like denomination and tenor to be registered in the name
of DTC or its nominee. Accordingly, you must rely on the procedures of DTC and
the DTC participant through which you own your interest to exercise any rights
of a holder under the permanent global debt security or the senior indenture or
subordinated indenture, as the case may be.
We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a
permanent global debt security desires to take any action that a holder is
entitled to take under the debt securities or the indentures, DTC would
authorize the DTC participants holding the relevant beneficial interests to take
that action, and those DTC participants would authorize beneficial owners owning
through those DTC participants to take that action or would otherwise act upon
the instructions of beneficial owners owning through them.
DTC has advised us that DTC is a limited purpose trust company organized
under the laws of the State of New York, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered under the Securities Exchange Act of
1934. DTC was created to hold securities of DTC participants and to facilitate
the clearance and settlement of securities transactions among DTC participants
in those securities through electronic book-entry changes in accounts of the DTC
participants, thereby eliminating the need for physical movement of securities
certificates. DTC participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations. DTC is
owned by a number of DTC participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to DTC's book-entry system is also available to others,
such as banks, brokers, dealers, and trust companies that clear through or
maintain a custodial relationship with a DTC participant, either directly or
indirectly. The rules applicable to DTC and DTC participants are on file with
the SEC.
If specified in a prospectus supplement to this prospectus with respect to
a particular series, investors may elect to hold interests in a particular
series of debt securities outside the United States through Clearstream Banking,
societe anonyme ("Clearstream") or the Euroclear System ("Euroclear"), if they
are participants in those systems, or indirectly through organizations that are
participants in those systems. Clearstream and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositaries. Those
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depositaries in turn hold those interests in customers' securities accounts in
the depositaries' names on the books of DTC.
Clearstream has advised us that it is incorporated under the laws of
Luxembourg as a professional depositary. Clearstream holds securities for its
participants and facilitates the clearance and settlement of securities
transactions between Clearstream participants through electronic book-entry
changes in accounts of participants, thereby eliminating the need for physical
movement of certificates. Clearstream provides to Clearstream participants,
among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities, and securities lending and
borrowing. Clearstream interfaces with domestic markets in several countries. As
a registered bank in Luxembourg, Clearstream is subject to regulation by the
Luxembourg Commission for the Supervision of the Financial Sector. Clearstream
participants are financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations, and other organizations and may include the underwriters for a
particular offering of debt securities. Indirect access to Clearstream is also
available to others, such as banks, brokers, dealers, and trust companies that
clear through or maintain a custodial relationship with a Clearstream
participant, either directly or indirectly.
Distributions with respect to permanent global debt securities held
beneficially through Clearstream will be credited to cash accounts of
Clearstream participants in accordance with its rules and procedures, to the
extent received by the U.S. depositary for Clearstream.
Euroclear has advised us that it was created in 1968 to hold securities for
participants of Euroclear and to clear and settle transactions between Euroclear
participants through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physical movement of certificates and
any risk from lack of simultaneous transfers of securities and cash. Euroclear
includes various other services, including securities lending and borrowing, and
interfaces with domestic markets in several countries. Euroclear is operated by
Euroclear Bank S.A./N.V. (the "Euroclear Operator"), under contract with
Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative"). The Euroclear Operator conducts all Euroclear operations, and
all Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear Operator, not the Cooperative.
The Cooperative establishes policy for Euroclear on behalf of Euroclear
participants. Euroclear participants include banks (including central banks),
securities brokers and dealers, and other professional financial intermediaries
and may include the underwriters for a particular offering of debt securities.
Indirect access to Euroclear is also available to other firms that clear through
or maintain a custodial relationship with a Euroclear participant, either
directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. The Euroclear Operator holds all securities in Euroclear on a
fungible basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear participants and has no record of or
relationship with persons holding through Euroclear participants.
Distributions with respect to permanent global debt securities held
beneficially through Euroclear will be credited to the cash accounts of
Euroclear participants in accordance with the Terms and Conditions, to the
extent received by the U.S. depositary for Euroclear.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Unless otherwise specified in a prospectus supplement with respect to a
particular series of permanent global debt securities, initial settlement for
permanent global debt securities will be made in immediately available funds.
DTC participants will conduct secondary market trading with other DTC
participants in
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the ordinary way in accordance with DTC rules and accordingly secondary market
trades will settle in immediately available funds using DTC's same day funds
settlement system.
If the prospectus supplement specifies that interests in the permanent
global debt securities may be held through Clearstream or Euroclear, Clearstream
and/or Euroclear participants will conduct secondary market trading with other
Clearstream and/or Euroclear participants in the ordinary way in accordance with
the applicable rules and operating procedures of Clearstream and Euroclear. Then
secondary market trades will settle using the procedures applicable to
conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through DTC on the one hand, and directly or indirectly through Clearstream or
Euroclear participants on the other, will be effected in DTC in accordance with
DTC's rules on behalf of the relevant European international clearing system by
the U.S. depositary for that system; however, those cross-market transactions
will require delivery by the counterparty in the relevant European international
clearing system of instructions to that system in accordance with its rules and
procedures and within its established deadlines (European time). The relevant
European international clearing system will, if the transaction meets its
settlement requirements, deliver instructions to the U.S. depositary for that
system to take action to effect final settlement on its behalf by delivering or
receiving interests in permanent global debt securities in DTC and making or
receiving payment in accordance with normal procedures for same-day funds
settlement applicable to DTC. Clearstream participants and Euroclear
participants may not deliver instructions directly to DTC.
Because of time-zone differences, credits of interests in permanent global
debt securities received in Clearstream or Euroclear as a result of a
transaction with a DTC participant will be made during subsequent securities
settlement processing and will be credited the business day following the DTC
settlement date. Those credits or any transactions in permanent global debt
securities settled during that processing will be reported to the relevant
Euroclear or Clearstream participants on that business day. Cash received in
Clearstream or Euroclear as a result of sales of interests in permanent global
debt securities by or through a Clearstream participant or a Euroclear
participant to a DTC participant will be received with value on the DTC
settlement date but will be available in the relevant Clearstream or Euroclear
cash account only as of the business day following settlement in DTC.
Although DTC, Clearstream, and Euroclear have agreed to the procedures
described above in order to facilitate transfers of interests in permanent
global debt securities among DTC participants, Clearstream, and Euroclear, they
are under no obligation to perform those procedures, and those procedures may be
discontinued at any time.
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DESCRIPTION OF PREFERRED STOCK
GENERAL
Under our articles of incorporation, our board of directors is authorized,
without further stockholder action, to issue up to 750,000 shares of preferred
stock, $1.00 par value per share, in one or more series, and to determine the
voting powers and the designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations, or
restrictions of each series. We may amend our articles of incorporation to
increase the number of authorized shares of preferred stock in a manner
permitted by our articles of incorporation and the Wisconsin Business
Corporation Law.
Under regulations adopted by the Federal Reserve Board, if the holders of
any series of our preferred stock become entitled to vote for the election of
directors because dividends on that series are in arrears, that series may then
be deemed a "class of voting securities." In such a case, a holder of 25% or
more of the series, or a holder of 5% or more if that holder would also be
considered to exercise a "controlling influence" over Associated Banc-Corp, may
then be subject to regulation as a bank holding company in accordance with the
Bank Holding Company Act of 1956. In addition, (1) any other bank holding
company may be required to obtain the prior approval of the Federal Reserve
Board to acquire or retain 5% or more of that series, and (2) any person other
than a bank holding company may be required to obtain the approval of the
Federal Reserve Board to acquire or retain 10% or more of that series.
We will describe the particular terms of any series of preferred stock
being offered in the prospectus supplement relating to that series of preferred
stock. Those terms may include:
- the number of shares being offered;
- the title and liquidation preference per share;
- the purchase price;
- the dividend rate or method for determining that rate;
- the dates on which dividends will be paid;
- whether dividends will be cumulative or noncumulative and, if cumulative,
the dates from which dividends will begin to accumulate;
- any applicable redemption or sinking fund provisions;
- any applicable conversion provisions;
- whether we have elected to offer depositary shares with respect to that
series of preferred stock; and
- any additional dividend, liquidation, redemption, sinking fund, and other
rights and restrictions applicable to that series of preferred stock.
If the terms of any series of preferred stock being offered differ from the
terms set forth below, we will also disclose those terms in the prospectus
supplement relating to that series of preferred stock. The following summary is
not complete. You should also refer to our articles of incorporation and to our
articles of amendment relating to the series of the preferred stock being
offered for the complete terms of that series of preferred stock. Our articles
of incorporation is filed as an exhibit to the registration statement. We will
file the certificate of designations with the SEC promptly after the offering of
the applicable series of preferred stock.
The preferred stock will, when issued, be fully paid and nonassessable,
except for certain statutory liabilities which may be imposed by Section
180.0622(2)(6) of the Wisconsin Business Corporation Law for unpaid obligations
to employees for services rendered to us. Unless otherwise specified in the
applicable prospectus supplement, in the event we liquidate, dissolve, or
wind-up our business, each series of preferred stock being offered will have the
same rank as to dividends and distributions as each other series of preferred
stock we may offer in the future by use of this prospectus and will rank senior
as to dividends and distributions to all classes of common stock. The preferred
stock will have no preemptive rights.
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DIVIDEND RIGHTS
If you purchase preferred stock being offered by use of this prospectus and
an applicable prospectus supplement, you will be entitled to receive, when, as,
and if declared by our board of directors, cash dividends at the rates and on
the dates set forth in the prospectus supplement. Dividend rates may be fixed or
variable or both. Different series of preferred stock may be entitled to
dividends at different dividend rates or based upon different methods of
determination. We will pay each dividend to the holders of record as they appear
on our stock books (or, if applicable, the records of the depositary referred to
below under "Depositary Shares") on record dates determined by the board of
directors. Dividends on any series of preferred stock may be cumulative or
noncumulative, as specified in the prospectus supplement. If our board of
directors fails to declare a dividend on any series of preferred stock for which
dividends are noncumulative, then your right to receive that dividend will be
lost, and we will have no obligation to pay the dividend for that dividend
period, whether or not we declare dividends for any future dividend period.
We may not declare or pay any dividend on any series of preferred stock,
unless, for the dividend period commencing after the immediately preceding
dividend payment date, we have previously declared and paid or we
contemporaneously declare and pay full dividends, including cumulative dividends
still owing, if any, on any other series of preferred stock that ranks equally
with or senior to that series of preferred stock. If we do not pay the dividends
on those equally and senior ranking series in full, we may only declare
dividends pro rata, so that the amount of dividends declared per share on that
series of preferred stock and on each other equally or senior ranking series of
preferred stock will bear to each other the same ratio that accrued dividends
per share on that series of preferred stock and those other series bear to each
other. In addition, generally, unless we have paid full dividends, including
cumulative dividends still owing, if any, on all outstanding shares of any
series of preferred stock, we may not declare or pay dividends on our common
stock and generally we may not redeem or purchase any common stock. We will not
pay interest or any sum of money in lieu of interest on any dividend payment or
payments that may be in arrears on any series of preferred stock being offered.
For each dividend period of preferred stock being offered by use of this
prospectus and an applicable prospectus supplement, we will compute the amount
of dividends payable by annualizing the applicable dividend rate and dividing by
the number of dividend periods in a year, except that the amount of dividends
payable for the initial dividend period or any period shorter than a full
dividend period will be computed on the basis of a 360-day year consisting of
twelve 30-day months and, for any period less than a full month, the actual
number of days elapsed in the period.
RIGHTS UPON LIQUIDATION
In the event we liquidate, dissolve, or wind-up our affairs, either
voluntarily or involuntarily, you will be entitled to receive liquidating
distributions in the amount set forth in the prospectus supplement, plus accrued
and unpaid dividends, if any, before we make any distribution of assets to the
holders of our common stock. If we fail to pay in full all amounts payable with
respect to preferred stock being offered by us and any stock having the same
rank as that series of preferred stock, the holders of the preferred stock and
of that other stock will share in any distribution of assets in proportion to
the full respective preferential amounts to which they are entitled. After the
holders of each series of preferred stock and any stock having the same rank as
the preferred stock are paid in full, they will have no right or claim to any of
our remaining assets. For any series of preferred stock being offered by this
prospectus and an applicable prospectus supplement, neither the sale of all or
substantially all of our property or business nor a merger or consolidation by
us with any other corporation will be considered a dissolution, liquidation, or
winding-up of our business or affairs.
REDEMPTION
The applicable prospectus supplement will indicate whether the series of
preferred stock being offered is subject to redemption, in whole or in part,
whether at our option or mandatorily and whether or not pursuant to a sinking
fund. The redemption provisions that may apply to a series of preferred stock
being
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offered, including the redemption dates, the redemption prices for that series,
and whether those redemption prices will be paid in cash, stock, or a
combination of cash and stock, will be set forth in the prospectus supplement.
If the redemption price is to be paid only from the proceeds of the sale of our
capital stock, the terms of the series of preferred stock may also provide that,
if our capital stock is not sold or if the amount of cash received is
insufficient to pay in full the redemption price then due, the series of
preferred stock will automatically be converted into shares of the applicable
capital stock pursuant to conversion provisions specified in the prospectus
supplement.
If we are redeeming fewer than all the outstanding shares of any series of
preferred stock being offered, whether by mandatory or optional redemption, the
board of directors will determine the method for selecting the shares to be
redeemed, which may be by lot or pro rata or by any other method the board of
directors determines to be equitable. From and after the redemption date,
dividends will cease to accrue on the shares of preferred stock called for
redemption, and all rights of the holders of those shares, except the right to
receive the redemption price, will cease.
In the event that we fail to pay full dividends, including accrued but
unpaid dividends, if any, on any series of preferred stock being offered, we may
not redeem that series in part and we may not purchase or acquire any shares of
that series of preferred stock, except by an offer made on the same terms to all
holders of that series of preferred stock.
CONVERSION RIGHTS
The applicable prospectus supplement will state the terms, if any, on which
shares of a series of preferred stock being offered are convertible into shares
of our common stock or another series of our preferred stock. As described under
'-- Redemption" above, under certain circumstances, preferred stock may be
mandatorily convertible into our common stock or another series of our preferred
stock.
VOTING RIGHTS
Except as indicated below or in the prospectus supplement, or except as
expressly required by applicable law, the holders of the preferred stock being
offered will not be entitled to vote. Except as indicated in the applicable
prospectus supplement, in the event we offer full shares of any series of
preferred stock, each share will be entitled to one vote on matters on which
holders of that series of preferred stock are entitled to vote. However, as more
fully described below under "-- Depositary Shares," if we use this prospectus to
offer depositary shares representing a fraction of a share of a series of
preferred stock, each depositary share, in effect, will be entitled to that
fraction of a vote, rather than a full vote. Because each full share of any
series of preferred stock being offered will be entitled to one vote, the voting
power of that series will depend on the number of shares in that series, and not
on the aggregate liquidation preference or initial offering price of the shares
of that series of preferred stock.
DEPOSITARY SHARES
General. We may, at our option, elect to offer fractional shares of
preferred stock, rather than full shares of preferred stock. If we do, we will
issue to the public receipts for depositary shares, and each of these depositary
shares will represent a fraction of a share of a particular series of preferred
stock. We will specify that fraction in the prospectus supplement.
The shares of any series of preferred stock underlying the depositary
shares offered by use of this prospectus and any prospectus supplement will be
deposited under a deposit agreement between us and a depositary selected by us.
The depositary will be a bank or trust company and will have its principal
office in the United States and a combined capital and surplus of at least $50
million. Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, in proportion to the applicable fractional
interest in shares of preferred stock underlying that depositary share, to all
the rights and preferences of the preferred stock underlying that depositary
share. Those rights include dividend, voting, redemption, conversion, and
liquidation rights.
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The depositary shares offered by use of this prospectus and any prospectus
supplement will be evidenced by depositary receipts issued under the deposit
agreement. We will issue depositary receipts to those persons who purchase the
fractional interests in the preferred stock underlying the depositary shares, in
accordance with the terms of the offering. The following summary of the deposit
agreement, the depositary shares, and the depositary receipts is not complete.
We will file the forms of the deposit agreement and depositary receipts with the
SEC promptly after the offering of the depositary shares.
Dividends and Other Distributions. For any series of preferred stock that
is represented by depositary shares, the depositary will distribute all cash
dividends or other cash distributions received in respect of the preferred stock
to the record holders of related depositary shares in proportion to the number
of depositary shares owned by those holders.
If we make a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the applicable holders.
Redemption of Depositary Shares. For any series of preferred stock that is
represented by depositary shares, whenever we redeem shares of preferred stock
that are held by the depositary, the depositary will redeem, as of the same
redemption date, the number of depositary shares representing the shares of
preferred stock so redeemed. The redemption price per depositary share will be
equal to the applicable fraction of the redemption price per share payable with
respect to that series of the preferred stock. If fewer than all the depositary
shares are to be redeemed, the depositary will select the depositary shares to
be redeemed by lot or pro rata or by any other equitable method as determined by
the depositary.
Depositary shares called for redemption will no longer be outstanding after
the applicable redemption date, and all rights of the holders of those
depositary shares will cease, except the right to receive any money, securities,
or other property upon surrender to the depositary of the depositary receipts
evidencing those depositary shares.
Voting the Preferred Stock. For any series of preferred stock that is
represented by depositary shares, upon receipt of notice of any meeting at which
the holders of preferred stock are entitled to vote, the depositary will mail
the information contained in the notice of meeting to the record holders of the
depositary shares underlying that preferred stock. Each record holder of those
depositary shares on the record date, which will be the same date as the record
date for the preferred stock, will be entitled to instruct the depositary as to
the exercise of the voting rights pertaining to the amount of the preferred
stock underlying that holder's depositary shares. The depositary make a
reasonable attempt, as far as practicable, to vote the number of shares of
preferred stock underlying those depositary shares in accordance with those
instructions, and we will agree to take all action that the depositary deems
necessary in order to enable the depositary to do so. The depositary will not
vote the shares of preferred stock to the extent it does not receive specific
instructions from the holders of depositary shares underlying the preferred
stock.
Amendment and Termination of the Deposit Agreement. We and the depositary
may amend the form of depositary receipt evidencing the depositary shares and
any provision of the deposit agreement at any time regarding any depositary
shares offered by use of this prospectus and any prospectus supplement. However,
any amendment that materially and adversely alters the rights of the holders of
depositary shares will not be effective unless the amendment has been approved
by the holders of at least a majority of the depositary shares then outstanding.
The deposit agreement may be terminated by us or by the depositary only if:
- all outstanding depositary shares have been redeemed; or
- there has been a final distribution of the underlying preferred stock in
connection with our liquidation, dissolution, or winding up and the
preferred stock has been distributed to the holders of depositary
receipts.
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Charges of Depositary. We will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements regarding any depositary shares offered by use of this prospectus
and any prospectus supplement. We will also pay charges of the depositary in
connection with the initial deposit of the preferred stock and any redemption of
the preferred stock. Holders of depositary receipts will pay transfer and other
taxes and governmental charges and other charges, including a fee for the
withdrawal of shares of preferred stock upon surrender of depositary receipts,
as are expressly provided in the deposit agreement to be for their accounts.
Resignation and Removal of Depositary. The depositary for the depositary
shares offered by use of this prospectus and any prospectus supplement may
resign at any time by delivering a notice to us of its election to do so. We may
remove the depositary at any time by delivering a notice to the depositary of
our intention to do so. Any such resignation or removal will take effect upon
the appointment of a successor depositary and its acceptance of its appointment.
We must appoint a successor depositary within 60 days after delivery of the
notice of resignation or removal. The successor depositary must be a bank or
trust company having its principal office in the United States and having a
combined capital and surplus of at least $50 million.
Miscellaneous. The depositary will forward to holders of depositary
receipts all reports and communications from us that we deliver to the
depositary and that we are required to furnish to the holders of the preferred
stock.
Neither we nor the depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and those of
the depositary will be limited to performing in good faith our respective duties
under the deposit agreement. Neither we nor the depositary will be obligated to
prosecute or defend any legal proceeding relating to any depositary shares or
preferred stock unless satisfactory indemnity is furnished. We and the
depositary may rely upon written advice of counsel or accountants, or upon
information provided by persons presenting preferred stock for deposit, holders
of depositary receipts or other persons we believe to be competent and on
documents we believe to be genuine.
PERMANENT GLOBAL PREFERRED SECURITIES
We may issue certain series of the preferred stock or depositary shares as
permanent global securities and deposit them with a depositary with respect to
that series. Unless otherwise indicated in the prospectus supplement, the
following is a summary of the depositary arrangements applicable to preferred
stock or depositary receipts issued in permanent global form and for which DTC
acts as the depositary.
Each permanent global preferred security will be deposited with, or on
behalf of, DTC or its nominee and registered in the name of a nominee of DTC.
Except under the limited circumstances described below, permanent global
preferred securities are not exchangeable for definitive, certificated preferred
stock or depositary receipts.
Only DTC participants or persons that may hold interests through DTC
participants may own beneficial interests in a permanent global preferred
security. DTC will maintain records evidencing ownership of beneficial interests
by DTC participants in the permanent global preferred securities and transfers
of those interests. DTC participants will maintain records evidencing ownership
of beneficial interests in the permanent global preferred securities by persons
that hold through those DTC participants and transfers of those ownership
interests within those DTC participants. DTC has no knowledge of the actual
beneficial owners of the preferred stock or depositary shares, as the case may
be, represented by a permanent global preferred security. If you purchase an
interest in a permanent global preferred security, you will not receive written
confirmation from DTC of your purchase, but we do expect you to receive written
confirmations providing details of the transaction, as well as periodic
statements of your holdings, from the DTC participants through which you entered
the transaction. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of those securities in definitive,
certificated form. Those laws may impair your ability to transfer beneficial
interests in a permanent global preferred security.
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DTC has advised us that upon the issuance of a permanent global preferred
security and the deposit of that permanent global preferred security with DTC,
DTC will immediately credit, on its book-entry registration and transfer system,
the respective number of shares represented by that permanent global preferred
security to the accounts of DTC participants.
We will make payments on preferred stock and depositary shares represented
by a permanent global preferred security to DTC or its nominee, as the case may
be, as the registered owner and holder of the permanent global preferred
security representing the preferred stock or depositary shares. DTC has advised
us that upon receipt of any payment on a permanent global preferred security,
DTC will immediately credit accounts of DTC participants on its book-entry
registration and transfer system with payments in amounts proportionate to their
respective beneficial interests in that permanent global preferred security, as
shown in the records of DTC. Standing instructions and customary practices will
govern payments by DTC participants to owners of beneficial interests in a
permanent global preferred security held through those DTC participants, as is
now the case with securities held for the accounts of customers in bearer form
or registered in "street name." Those payments will be the sole responsibility
of those DTC participants, subject to any statutory or regulatory requirements
in effect from time to time.
Neither we nor any of our agents will be responsible for any aspect of the
records of DTC, any nominee or any DTC participant relating to, or payments made
on account of, beneficial interests in a permanent global preferred security, or
for maintaining, supervising, or reviewing any of the records of DTC, any
nominee, or any DTC participant relating to those beneficial interests.
A permanent global preferred security is exchangeable for definitive,
certificated preferred stock or depositary receipts, as the case may be,
registered in the name of a person other than DTC or its nominee, only if:
(1) DTC notifies us that it is unwilling or unable to continue as
depositary for the permanent global preferred security or DTC ceases to be
registered under the Securities Exchange Act of 1934; or
(2) We determine in our discretion that the permanent global preferred
security will be exchangeable for certificated preferred stock or
depositary receipts, as the case may be.
Any permanent global preferred security that is exchangeable in accordance
with the preceding sentence will be exchangeable in whole for definitive,
certificated preferred stock or depositary receipts, as the case may be,
registered by the registrar in the name or names instructed by DTC. We expect
that those instructions may be based upon directions received by DTC from DTC
participants with respect to ownership of beneficial interests in that permanent
global preferred security.
Except as provided above, as an owner of a beneficial interest in a
permanent global preferred security, you will not be entitled to receive
physical delivery of certificates representing shares of preferred stock or
depositary shares, as the case may be, and will not be considered the holder of
preferred stock or depositary shares, as the case may be. No permanent global
preferred security will be exchangeable except for another permanent global
preferred security to be registered in the name of DTC or its nominee.
Accordingly, you must rely on the procedures of DTC and the DTC participant
through which you own your interest to exercise any rights of a holder of
preferred stock or depositary shares, as the case may be.
We understand that, under existing industry practices, in the event that we
request any action of holders, or an owner of a beneficial interest in a
permanent global preferred security desires to take any action that a holder of
preferred stock or depositary shares, as the case may be, is entitled to take,
DTC would authorize the DTC participants holding the relevant beneficial
interests to take that action, and those DTC participants would authorize
beneficial owners owning through those DTC participants to take that action or
would otherwise act upon the instructions of beneficial owners owning through
them.
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DESCRIPTION OF COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
100,000,000 shares of common stock. As of December 31, 2000, we had 66,116,209
shares of common stock issued (including 285,948 shares held in treasury) and
had reserved approximately 3,253,120 shares of common stock for issuance under
various employee or director incentive, compensation, and option plans.
The following summary is not complete. You should refer to the applicable
provisions of our articles of incorporation and to the Wisconsin Business
Corporation Law for a complete statement of the terms and rights of our common
stock.
Dividends. Holders of common stock are entitled to receive dividends when,
as, and if declared by our board of directors out of funds legally available for
payment, subject to the rights of holders of our preferred stock.
Voting Rights. Each holder of common stock is entitled to one vote per
share. Subject to the rights, if any, of the holders of any series of preferred
stock under their respective certificates of designations and applicable law,
all voting rights are vested in the holders of shares of our common stock.
Holders of shares of our common stock have noncumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election of
directors can elect 100% of the directors and the holders of the remaining
shares will not be able to elect any directors.
Rights Upon Liquidation. In the event of our voluntary or involuntary
liquidation, dissolution, or winding up, the holders of common stock will be
entitled to share equally in any of our assets available for distribution after
we have paid in full all of our debts and after the holders of all series of our
outstanding preferred stock have received their liquidation preferences in full.
Miscellaneous. The issued and outstanding shares of common stock are fully
paid and nonassessable, except for certain statutory liabilities which may be
imposed by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law for
unpaid obligations to employees for services rendered to us. Holders of shares
of our common stock are not entitled to preemptive rights. Our common stock is
not convertible into shares of any other class of our capital stock. First
Chicago Trust Company, a division of Equiserv is the transfer agent, registrar
and dividend disbursement agent for our common stock.
DESCRIPTION OF SECURITIES WARRANTS
We may issue securities warrants for the purchase of debt securities,
preferred stock, or common stock. We may issue securities warrants independently
or together with debt securities, preferred stock, common stock, or other
securities. Each series of securities warrants will be issued under a separate
securities warrant agreement to be entered into between us and a bank or trust
company, as warrant agent. The warrant agent will act solely as our agent in
connection with the securities warrants and will not assume any obligation to,
or relationship of agency or trust for or with, any registered holders or
beneficial owners of securities warrants. This summary of certain provisions of
the securities warrants and the securities warrant agreement is not complete.
You should refer to the securities warrant agreement relating to the specific
securities warrants being offered, including the forms of securities warrant
certificates representing those securities warrants, for the complete terms of
the securities warrant agreement and the securities warrants. We will file that
securities warrant agreement, together with the form of securities warrants,
with the SEC promptly after the offering of the specific securities warrants.
Each securities warrant will entitle the holder to purchase the principal
amount of debt securities or the number of shares of preferred stock or common
stock at the exercise price set forth in, or calculable as set forth in, the
prospectus supplement. The exercise price may be subject to adjustment upon the
occurrence of certain events, as set forth in the prospectus supplement. After
the close of business on the expiration date of the securities warrants,
unexercised securities warrants will become void. We will also specify in the
prospectus supplement the place or places where, and the manner in which,
securities warrants may be exercised.
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Prior to the exercise of any securities warrants, holders of the securities
warrants will not have any of the rights of holders of the debt securities,
preferred stock or common stock, as the case may be, purchasable upon exercise
of those securities warrants, including, (1) in the case of securities warrants
for the purchase of debt securities, the right to receive payments of principal
of, and premium, if any, or interest, if any, on those debt securities or to
enforce covenants in the senior indenture or subordinated indenture, as the case
may be, or (2) in the case of securities warrants for the purchase of preferred
stock or common stock, the right to receive payments of dividends, if any, on
that preferred stock or common stock or to exercise any applicable right to
vote.
DESCRIPTION OF UNITS
We may issue securities as part of a unit consisting of any combination of
the securities described in this prospectus. The terms of a series of units may
be described in a unit agreement between us and a bank or trust corporation, as
unit agent. The applicable prospectus supplement will describe the specific
terms of any units.
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PLAN OF DISTRIBUTION
We may sell the debt securities, preferred stock, depositary shares, common
stock, or securities warrants being offered by use of this prospectus:
- through underwriters;
- through dealers;
- through agents; or
- directly to purchasers.
We will set forth the terms of the offering of any securities being offered
in the applicable prospectus supplement.
If we utilize underwriters in an offering of securities using this
prospectus, we will execute an underwriting agreement with those underwriters.
The underwriting agreement will provide that the obligations of the underwriters
with respect to a sale of the offered securities are subject to certain
conditions precedent and that the underwriters will be obligated to purchase all
the offered securities if any are purchased. Underwriters may sell those
securities to or through dealers. The underwriters may change any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers from time to time. If we utilize underwriters in an offering of
securities using this prospectus, the applicable prospectus supplement will
contain a statement regarding the intention, if any, of the underwriters to make
a market in the offered securities.
If we utilize a dealer in an offering of securities using this prospectus,
we will sell the offered securities to the dealer as principal. The dealer may
then resell those securities to the public at a fixed price or at varying prices
to be determined by the dealer at the time of resale.
We may also use this prospectus to offer and sell securities through agents
designated by us from time to time. Unless otherwise indicated in the applicable
prospectus supplement, any agent will be acting on a reasonable efforts basis
for the period of its appointment.
Underwriters, dealers, or agents participating in a distribution of
securities by use of this prospectus may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of the offered securities, whether received from us or from purchasers of
offered securities for whom they act as agent, may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933.
Under agreements that we may enter into, underwriters, dealers or agents
who participate in the distribution of securities by use of this prospectus may
be entitled to indemnification by us against certain liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to
payments that those underwriters, dealers or agents may be required to make.
We may offer to sell securities either at a fixed price or at prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices, or at negotiated prices.
Underwriters, dealers, agents, or their affiliates may be customers of,
engage in transactions with, or perform services for, us or our subsidiaries in
the ordinary course of business.
We may also use this prospectus to directly solicit offers to purchase
securities. Except as set forth in the applicable prospectus supplement, none of
our directors, officers, or employees nor those of our bank subsidiaries will
solicit or receive a commission in connection with those direct sales. Those
persons may respond to inquiries by potential purchasers and perform ministerial
and clerical work in connection with direct sales.
We may authorize underwriters, dealers and agents to solicit offers by
certain institutions to purchase securities pursuant to delayed delivery
contracts providing for payment and delivery on a future date specified in the
prospectus supplement. Institutions with which delayed delivery contracts may be
made
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include commercial and savings banks, insurance companies, educational and
charitable institutions, and other institutions that we may approve. The
obligations of any purchaser under any delayed delivery contract will not be
subject to any conditions except that any related sale of offered securities to
underwriters shall have occurred and the purchase by an institution of the
securities covered by its delayed delivery contract shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which that institution is subject.
EXPERTS
The consolidated financial statements of Associated Banc-Corp as of
December 31, 2000 and December 31, 1999, and for each of the years in the
three-year period ended December 31, 2000, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
LEGAL OPINIONS
Reinhart, Boerner, Van Deuren, Norris & Rieselbach, S.C., will provide an
opinion for us regarding the validity of the offered securities and Simpson
Thacher & Bartlett, New York, New York will provide such an opinion for the
underwriters or agents, if any, for a particular offering. Simpson Thacher &
Bartlett may rely, as to matters of Wisconsin law, on the opinion of Reinhart,
Boerner, Van Deuren, Norris & Rieselbach, S.C. and Reinhart, Boerner, Van
Deuren, Norris & Rieselbach, S.C. may rely, as to matters of New York law, on
the opinion of Simpson Thacher & Bartlett.
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