-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AI7C0QXaeHr0ymjAxTYQvVxSjTnt3iwiS/XUca82njjMiA/LJTxOeO5NH7nh34Fx 1h9JqCkRzin+4ATLNbLqKA== 0001042167-05-000235.txt : 20050630 0001042167-05-000235.hdr.sgml : 20050630 20050630162822 ACCESSION NUMBER: 0001042167-05-000235 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STATE FINANCIAL SERVICES CORP CENTRAL INDEX KEY: 0000745614 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391489983 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18166 FILM NUMBER: 05928826 BUSINESS ADDRESS: STREET 1: 10708 W JANESVILLE RD CITY: HALES CORNERS STATE: WI ZIP: 53130 BUSINESS PHONE: 4144251600 MAIL ADDRESS: STREET 1: 10708 W. JANESVILLE ROAD CITY: HALES CORNERS STATE: WI ZIP: 53130 FILED BY: 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: 425 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 425 1 form425pressrelease.htm ASSOCIATED FORM 425 PRESS RELEASE Associated Form 425 Press Release
Filed by Associated Banc-Corp
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended

Subject Company: State Financial Services Corporation
Commission File Number of Subject Company: 000-018166


FOR IMMEDIATE RELEASE


STATE FINANCIAL SERVICES CORPORATION SETS DATE FOR SPECIAL
MEETING OF SHAREHOLDERS TO VOTE ON PROPOSED MERGER WITH
ASSOCIATED BANC-CORP
 
Milwaukee and Green Bay, Wisconsin, June 30, 2005 - State Financial Services Corporation (Nasdaq: SFSW) and Associated Banc-Corp (Nasdaq: ASBC) announced today that State Financial will hold a special meeting of its shareholders on August 24, 2005 to vote on its proposed merger with Associated.
 
On or about July 11, 2005, State Financial shareholders of record as of July 6, 2005 will be mailed a definitive proxy statement/prospectus relating to the special meeting, which will be held on August 24, 2005 at 10:00 a.m., Central Time, at The Wyndham Milwaukee Center, 139 East Kilbourn Avenue, Milwaukee, Wisconsin. The merger agreement must be approved by shareholders owning at least a majority of the outstanding State Financial shares as of July 6, 2005. State Financial and Associated expect to complete the merger as soon as practicable following approval by State Financial’s shareholders, assuming all conditions to the merger have been satisfied, including receipt of all required regulatory approvals.
 
Ten executive officers and directors of State Financial, who owned approximately 16.5% of the outstanding State Financial common stock as of June 29, 2005, have agreed with Associated, in their individual capacities as State Financial shareholders, to vote their respective shares in favor of the merger agreement.
 
Pursuant to the merger agreement, State Financial shareholders will receive 1.20 shares of Associated common stock for each share of State Financial common stock they own. The merger is expected to be tax-free to the shareholders of State Financial.
 
State Financial shareholders who have questions or require assistance voting their shares may call Daniel L. Westrope, State Financial’s Executive Vice President, Chief Financial Officer and Secretary, at (414) 425-1600.
 
                State Financial is a $1.5 billion financial services company operating through 29 full-service office locations in southeastern Wisconsin and northeastern Illinois. Through its banking network, State Financial provides commercial and retail banking products, secondary market mortgage loan originations and investment brokerage activities.
 

 
 
Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified multibank holding company with total assets of $21 billion. Associated has more than 300 banking offices serving more than 170 communities in Wisconsin, Illinois, and Minnesota. The company offers a full range of traditional banking services and a variety of other financial products and services. More information about Associated Banc-Corp is available at www.associatedbank.com.
 
Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “believes,”“anticipates” or “expects,” or words of similar import. Such forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, among others, State Financial’s and Associated’s ability to complete the merger in a timely manner or at all, the failure of State Financial’s shareholders to approve the merger, the risk that the business of State Financial will not be integrated successfully into Associated, the risk that the cost savings from the merger may not be fully realized or may take longer to realize than expected, and other factors discussed in the filings of Associated and State Financial with the Securities and Exchange Commission (the “SEC”). Investors should consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.
 
This press release may be deemed to be solicitation material in respect of the proposed acquisition of State Financial by Associated. In connection with the proposed transaction, Associated filed a registration statement on Form S-4 (Reg. No 333-125842), including a preliminary proxy statement/prospectus, with the SEC. Shareholders of State Financial are urged to read the definitive proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. After these documents are filed with the SEC, investors and security holders will be able to obtain them free of charge at the SEC’s website, www.sec.gov, or by requesting them from Associated Banc-Corp, Attn: Corporate Secretary, 1200 Hansen Road, Green Bay, WI 54304 or from State Financial Services Corporation, Attn.: Corporate Secretary, 815 North Water Street, Milwaukee, WI 53202.
 
State Financial and Associated and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding State Financial’s and Associated’s directors and executive officers and information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in or incorporated by reference into Associated’s Registration Statement on Form S-4 referred to above.
 
 
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