e424b7
Filed Pursuant to Rule 424(b)(7)
Registration No. 333-138390
A
filing fee of $21, calculated in accordance with
Rule 457(r), has been
transmitted to the Securities
and Exchange Commission in
connection with the
securities offered from the
registration statement (Reg.
No. 333-138390) by means of
this prospectus supplement.
PROSPECTUS
SUPPLEMENT DATED MARCH 16, 2007
TO PROSPECTUS DATED NOVEMBER 2, 2006
ASSOCIATED BANC-CORP
20,000 SHARES OF COMMON STOCK
This prospectus supplement to the prospectus dated November 2, 2006 relates to offers and
sales from time to time by Citigroup Global Markets Inc., as described under “Plan of Distribution”
of up to a maximum of 20,000 shares of common stock of Associated Banc-Corp. The selling
stockholder received these shares from us under a purchase agreement
dated as of February 6, 2007,
which we refer to as the purchase agreement. We agreed to register these shares of our common stock
for resale by the selling stockholder. The selling stockholder will receive all of the proceeds
from sales of shares of our common stock covered by this prospectus supplement, and we will not
receive any of the proceeds.
Our common stock trades on the Nasdaq Global Select Market, which we refer to as Nasdaq, under
the trading symbol “ASBC.” On March 15, 2007, the closing price of our common stock on Nasdaq was
$33.81 per share.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful and complete. Any
representation to the contrary is a criminal offense.
The
date of this prospectus supplement is March 16, 2007.
S-1
THE PURCHASE AGREEMENT
We
have entered into an agreement with Citibank, N.A., referred to as
“Citibank”, under which we purchased from Citibank 2,000,000 shares
of our outstanding common stock at a price equal to the closing price of the common stock on
February 6, 2007, subject to later adjustments.
Under the purchase agreement, any additional amount payable by us to Citibank as a result
of such later adjustments may be paid under specified circumstances
through our issuance to Citibank of shares of our common stock. Under
these provisions, we may issue up to 20,000 shares of
our common stock to Citibank. This prospectus supplement covers the resale of these shares by
Citigroup Global Markets Inc., referred to as “selling
stockholder”, which is an affiliate of Citibank.
Under the terms of the purchase agreement, we
agreed to register selling stockholder’s resale of the shares of our common stock issued to selling stockholder by us under the purchase agreement and to keep the registration statement effective for this resale
until all registered shares have been sold by selling stockholder. We will bear the expenses incurred in
connection with this registration.
We have agreed to indemnify the selling
stockholder and its controlling persons against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (“Securities Act”). If we are unable to provide this
indemnification, we have agreed to contribute to payments the selling stockholders and its
controlling persons may be required to make in respect of those liabilities.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Our common stock is listed and traded on Nasdaq under the symbol “ASBC”. The following table
sets forth for the periods indicated, the high and the low closing sales prices of our common
stock, as reported on Nasdaq, and the cash dividends declared per common share for the periods
indicated.
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Dividends Per |
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Sales Price Per Share |
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Share |
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High |
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Low |
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2005 |
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First Quarter |
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$ |
33.50 |
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$ |
30.60 |
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$ |
0.25 |
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Second Quarter |
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33.89 |
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30.11 |
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0.27 |
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Third Quarter |
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34.74 |
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30.29 |
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0.27 |
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Fourth Quarter |
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33.23 |
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29.09 |
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0.27 |
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2006 |
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First Quarter |
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$ |
34.83 |
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$ |
32.75 |
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$ |
0.27 |
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Second Quarter |
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34.45 |
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30.69 |
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0.29 |
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Third Quarter |
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32.58 |
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30.27 |
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0.29 |
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Fourth Quarter |
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35.13 |
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32.13 |
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0.29 |
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2007 |
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First
Quarter (through March 15, 2007) |
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$ |
35.43 |
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$ |
33.16 |
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$ |
0.29 |
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See the cover page of this prospectus supplement for the last sales price of our common stock
reported on Nasdaq as of a recent date.
Payment of future dividends is within the discretion of our Board of Directors and will
depend, among other factors, on our earnings, capital requirements, and the operating and financial
condition. At the present time, we expect that dividends will continue to be paid in the future.
S-2
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of common stock by the
selling stockholder. All proceeds from the sale of the shares of common stock will be received by
the selling stockholder.
SELLING STOCKHOLDER
The following table provides information about the ownership of our common stock by the
selling stockholder as of the date of this prospectus supplement, including the name of the selling
stockholder, the number of shares of common stock owned by the selling stockholder, the number of
shares of common stock being offered for sale by the selling stockholder and the number of shares
to be owned by the selling stockholder after the completion of the offering. Affiliates of the
selling stockholder perform investment banking services for us from time to time in the ordinary
course of business. The information provided in the table below with respect to the selling
stockholder has been obtained from the selling stockholder, and we have not sought to verify this
information.
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Maximum |
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Number of Shares of |
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Common Stock |
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Maximum |
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Owned by the |
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Number of Shares |
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Shares |
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Selling Stockholder Prior |
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of Common Stock |
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Owned After |
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Name of Selling Stockholder |
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to the Offering (1) |
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Offered (1) |
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Offering(1) |
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Citigroup
Global Markets Inc. |
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102,000 |
(2) |
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20,000 |
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82,000 |
(2) |
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As described above, we may issue up to 20,000 shares of our common
stock to the selling stockholder under the terms of the purchase
agreement. |
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Includes shares of our common stock beneficially owned by the
selling stockholder and its affiliates. |
PLAN OF DISTRIBUTION
The selling stockholder may sell from time to time the shares of our common stock listed under
“Maximum Number of Shares of Common Stock Offered” in the “Selling Stockholder” table above. Sales
by the selling stockholder may be made on Nasdaq or other securities exchanges on which our common
stock is traded, in the over-the-counter market or otherwise. The timing and amount of sales will
likely depend on market conditions and other factors. The sale prices may be market prices
prevailing at the time of sale, negotiated prices or fixed prices. Sales may involve:
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sales to underwriters who will acquire shares for their own account and resell them; |
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cross or block transactions in which a
broker or dealer will attempt to sell the shares as agent but may purchase and resell
a portion of the block as principal to
facilitate the transaction; |
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purchases and resales by a broker or dealer as principal for its own account; |
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an exchange distribution in accordance with the rules of any stock exchange; |
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ordinary brokerage transactions and transactions in which a broker solicits purchasers; |
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means other than established trading
markets, including direct sales of the shares to purchasers or sales of the shares
effected through agents; |
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transactions in options, swaps or other derivatives that may not be listed on an exchange; |
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the creation or settlement of hedging transactions; or |
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privately negotiated transactions. |
S-3
Brokers and dealers may receive compensation from the selling stockholder or purchasers
of shares, or both, in connection with these transactions, and this compensation may be in excess
of customary commissions. The selling stockholder and any other person that participates in the
distribution of these shares may be deemed to be underwriters under the Securities Act.
If the selling stockholder engages an underwriter in connection with the sale of the shares,
to the extent required, this prospectus supplement will be further supplemented to describe the
number of shares being offered and the terms of the offering, including the names of the
underwriters, the public offering price, and any compensation to underwriters, dealers or agents.
We know of no existing arrangements by the selling stockholder relating to distribution of the
shares of our common stock covered by this prospectus supplement.
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been passed upon for Associated
by Mayer, Brown, Rowe & Maw LLP.
S-4
PROSPECTUS
Associated
Banc-Corp
Common
Stock
This prospectus relates solely to the resale of up to an
aggregate of 200,000 shares of common stock of Associated
Banc-Corp (“Associated,” “we,”
“us,” or “our”) by the selling stockholders
identified in the applicable prospectus supplement.. These
shares consist of shares of our common stock that we will issue
in connection with the settlement of accelerated share
repurchases agreements that we may enter into from time to time
in the future.
The selling stockholders identified in the applicable prospectus
supplement may offer the shares from time to time as each
selling stockholder may determine through public or private
transactions or through other means described in the section
entitled “Plan of Distribution” beginning on
page 3. Each selling stockholder may also sell shares under
Rule 144 under the Securities Act, if available, rather
than under this prospectus. The registration of these shares for
resale does not necessarily mean that the selling stockholders
will sell any of their shares.
We will not receive any of the proceeds from the sale of these
shares by the selling stockholders.
The shares of our common stock are listed on the Nasdaq Global
Select Market under the symbol “ASBC.” On
November 1, 2006, the closing price of our shares was
$32.56 per share.
Investing in our common stock
involves risks that are described in the “Risk
Factors” section of our Annual Report on
Form 10-K
that is incorporated by reference into this
prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful and
complete. Any representation to the contrary is a criminal
offense.
This prospectus is dated November 2, 2006
FORWARD-LOOKING
STATEMENTS
Statements made in this prospectus and in documents that are
incorporated by reference which are not purely historical are
forward-looking statements, as defined in the Private Securities
Litigation Reform Act of 1995, including any statements
regarding descriptions of management’s plans, objectives,
or goals for future operations, products or services, and
forecasts of our revenues, earnings, or other measures of
performance. Forward-looking statements are based on current
management expectations and, by their nature, are subject to
risks and uncertainties. These statements may be identified by
the use of words such as “believe,”
“expect,” “anticipate,” “plan,”
“estimate,” “should,” “will,”
“intend,” or similar expressions.
Stockholders should note that many factors, some of which are
discussed elsewhere in this 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. These factors,
many of which are beyond our control, include the following:
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operating, legal, and regulatory risks;
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economic, political, and competitive forces affecting our
banking, securities, asset management, and credit services
businesses;
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integration risks related to acquisitions;
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impact on net interest income of changes in monetary policy and
general economic conditions; and
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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.
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These factors should be considered in evaluating the
forward-looking statements, and undue reliance should not be
placed on such statements. Forward-looking statements speak only
as of the date they are made. We undertake no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
BUSINESS
General
We are a bank holding company registered pursuant to the Bank
Holding Company Act of 1956, as amended. We were incorporated in
Wisconsin in 1964 and were inactive until 1969 when permission
was received from the Board of Governors of the Federal Reserve
System (the “FRB” or “Federal Reserve”) to
acquire three banks. At September 30, 2006, we owned one
commercial bank located in Wisconsin, serving its respective
local communities and, measured by total assets held at
September 30, 2006, was the second largest commercial bank
holding company headquartered in Wisconsin. We also owned 28
limited purpose banking and nonbanking subsidiaries located in
Arizona, California, Illinois, Minnesota, Nevada, Vermont, and
Wisconsin, that are closely related or incidental to the
business of banking.
We provide our subsidiaries with leadership, as well as
financial and managerial assistance in areas such as corporate
development, auditing, marketing, legal/compliance, human
resources management, risk management, facilities management,
security, purchasing, credit administration, asset and liability
management and other treasury-related activities, budgeting,
accounting and other finance support.
Responsibility for the management of the subsidiaries remains
with their respective boards of directors and officers. Services
rendered to the subsidiaries by us are intended to assist the
local management of these subsidiaries to expand the scope of
services offered by them. At September 30, 2006, our bank
subsidiary provided services through more than 320 banking
offices serving more than 180 communities in Wisconsin,
Illinois, and Minnesota.
Services
Through our banking subsidiary and various nonbanking
subsidiaries, we provide a diversified range of banking and
nonbanking products and services to individuals and businesses
in the communities we serve. We organize our business into two
reportable segments: Banking and Wealth Management. Our banking
and wealth management activities are conducted predominantly in
Wisconsin, Minnesota, and Illinois, and are primarily delivered
through branch facilities in this tri-state area, as well as
supplemented through loan production offices, supermarket
branches, a customer service call center and
24-hour
phone-banking services, an interstate Automated Teller Machine
(ATM) network, and internet banking services. The banking
segment represented approximately 90% of total revenues in 2005
and approximately 90% of total revenues during the nine months
ended September 30, 2006. Our profitability is
predominantly dependent on the net interest income, noninterest
income, the level of the provision for loan losses, noninterest
expense, and related income taxes of our banking segment.
Banking consists of lending and deposit gathering (as well as
other banking-related products and services) to businesses,
governments, and consumers, and the support to deliver, fund,
and manage such banking services. We offer a variety of loan and
deposit products to retail customers, including but not limited
to: home equity loans and lines of credit, residential mortgage
loans and mortgage refinancing, education loans, personal and
installment loans, checking, savings, money market deposit
accounts, IRA accounts, certificates of deposit, and safe
deposit boxes. As part of our management of originating and
servicing residential mortgage loans, nearly all of our
long-term, fixed-rate residential real estate mortgage loans are
sold in the secondary market with servicing rights retained.
Loans, deposits, and related banking services to businesses
(including small and larger businesses, governments/
municipalities, metro or niche markets, and companies with
specialized lending needs such as floor plan lending or
asset-based lending) primarily include, but are not limited to:
business checking and other business deposit products, business
loans, lines of credit, commercial real estate financing,
construction loans, letters of credit, revolving credit
arrangements, and to a lesser degree business credit cards and
equipment and machinery leases. To further support business
customers and correspondent financial institutions, we provide
safe deposit and night depository services, cash management,
international banking, as well as check clearing, safekeeping,
and other banking-based services.
The wealth management segment represented approximately 10% of
total revenues in 2005 and approximately 10% of total revenues
for the nine months ended September 30, 2006. The wealth
management segment provides a variety of fiduciary, investment
management, advisory, and corporate agency products and services
to assist customers in building, investing, or protecting their
wealth, including insurance, brokerage, and trust/asset
1
management. Customers include individuals, corporations, small
businesses, charitable trusts, endowments, foundations, and
institutional investors. The wealth management segment is
comprised of a) a full range of personal and business
insurance products and services (including life, property,
casualty, credit and mortgage insurance, fixed annuities, and
employee group benefits consulting and administration),
b) full-service investment brokerage, variable annuities,
and discount and on-line brokerage, and c) trust/ asset
management, investment management, administration of pension,
profit-sharing and other employee benefit plans, personal
trusts, and estate planning.
2
RISK
FACTORS
Before you decide to invest in our common stock, you should
consider the risk factors discussed in any of our filings with
the Securities and Exchange Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
which are incorporated by reference into this prospectus,
including those discussed in our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2005. See
“Where You Can Find More Information.”
USE OF
PROCEEDS
We will not receive any proceeds from the sale of our common
stock offered for sale in this prospectus by the selling
stockholders. The selling stockholders will receive all of the
net proceeds from these sales.
PLAN OF
DISTRIBUTION
Each prospectus supplement will describe the method of
distribution of the securities.
DESCRIPTION
OF COMMON STOCK
We have one class of common stock, the Associated common stock.
Of the 250,000,000 shares of our common stock with a par
value of $0.01 per share authorized,
130,308,978 shares were outstanding as of October 31,
2006, exclusive of shares held in treasury. Of the
750,000 shares of our preferred stock with a par value of
$1.00 per share authorized, none was issued and outstanding
as of October 31, 2006.
The following summary is not complete. You should refer to the
applicable provision 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.
Dividend Rights. Holders of our common stock
are entitled to receive dividends when, as, and if declared by
our board of directors out of our assets legally available for
payment, subject to the rights of holders of our preferred
stock. No share of our common stock is entitled to any
preferential treatment with respect to dividends.
Voting Rights. Each holder of our common stock
will be entitled at each stockholders meeting, as to each matter
to be voted upon, to cast one vote, in person or by proxy, for
each share of our common stock registered in his or her name on
our stock transfer books. 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.
Voting rights are not cumulative, which means that 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. Subject to the rights
of holders of any of our preferred stock which may be issued
from time to time, in the event of our liquidation, dissolution
or winding up, whether voluntary or involuntary, the holders of
our common stock will be entitled to receive all of our assets
remaining for distribution to our stockholders, on a pro rata
basis.
Miscellaneous. Shares of our common stock are
not convertible into shares of any other class of capital stock.
Shares of our common stock are not and will not be entitled to
any preemptive or subscription rights. The issued and
outstanding shares of our common stock are fully paid and
nonassessable. Wisconsin law, however, may make stockholders
personally liable for unpaid wages due employees for up to six
months’ services, but not in an amount greater than the par
value of the shares. Certain Wisconsin courts have interpreted
“par value” to mean the full amount paid upon purchase
of the shares. National City Bank is the transfer agent,
registrar and dividend disbursement agent for our common stock.
3
EXPERTS
The consolidated financial statements of Associated Banc-Corp as
of December 31, 2005 and 2004, and for each of the years in
the three-year period ended December 31, 2005, have been
incorporated by reference herein in reliance upon the reports of
KPMG LLP, independent registered public accounting firm, and
upon the authority of said firm as experts in accounting and
auditing.
VALIDITY
OF COMMON STOCK
The validity of our common stock to be offered by the selling
stockholders is being passed upon for us by Mayer, Brown,
Rowe & Maw LLP.
WHERE YOU
CAN FIND MORE INFORMATION
Associated files reports, proxy statements and other information
with the Securities and Exchange Commission under the Securities
Exchange Act of 1934. You may read and copy that information at
the Securities and Exchange Commission’s public reference
room at the following location:
Public Reference Room
100 F Street, N.E., Room 1580
Washington, D.C. 20549
1-800-732-0330
You may also obtain copies of this information by mail from the
Public Reference Section of the Securities and Exchange
Commission, 100 F Street, N.E., Room 1580,
Washington, D.C. 20549, at prescribed rates.
The Securities and Exchange Commission also maintains an
Internet world wide website that contains reports, proxy
statements and other information about issuers, including
Associated, that file electronically with the Securities and
Exchange Commission. The address of that site is
http://www.sec.gov.
The Securities and Exchange Commission allows Associated to
“incorporate by reference” information into this
document. This means that Associated can disclose important
information by referring you to another document filed
separately with the Securities and Exchange Commission. The
information incorporated by reference is considered to be part
of this document, except for any information that is superseded
by information that is included directly in this document.
This document incorporates by reference the documents listed
below that Associated has previously filed with the Securities
and Exchange Commission. The documents contain important
information about Associated and its financial condition.
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Associated’s Filings (File No. 001-31343)
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Period
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Annual Report on
Form 10-K
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Year ended December 31, 2005
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Quarterly Report on
Form 10-Q/A
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Quarter ended March 31, 2006
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Quarterly Report on
Form 10-Q
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Quarter Ended June 30, 2006
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Current Reports on
Form 8-K
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Filed on January 31, 2006,
March 14, 2006, April 26, 2006,
July 26, 2006, August 31, 2006 and October 25,
2006
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Associated also incorporates by reference additional documents
that Associated may file with the Securities and Exchange
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities and Exchange Act of 1934 after the date of this
document. Those documents include periodic reports such as
Annual Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K,
as well as proxy statements.
4
You may obtain any of the documents incorporated by reference
into this document through Associated or from the Securities and
Exchange Commission’s website at http://www.sec.gov.
Documents incorporated by reference are available from
Associated without charge, excluding any exhibits to those
documents unless the exhibit is specifically incorporated by
reference into this document. You may also obtain documents
incorporated by reference into this document by requesting them
in writing or by telephone from Associated as follows:
Associated Banc-Corp
Attention: Secretary
1200 Hansen Road
Green Bay, Wisconsin 54304
(920) 491-7000
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