SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---------- EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended
December 31, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---------- EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period
to
Commission file number 0-5519
ASSOCIATED BANC-CORP
(Exact name of registrant as specified in its charter)
Wisconsin 39-1098068
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
112 North Adams Street, Green Bay, Wisconsin 54301
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (414) 433-3166
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
Common stock, par value - $0.01 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent files pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. X
-------
As of March 10, 1997, 22,436,829 shares of Common Stock were outstanding and the
aggregate market value of the voting stock held by non-affiliates of the
Registrant was $864,070,940. Excludes $39,011,427 of market value representing
the outstanding shares of the Registrant owned by all directors and officers
who individually, in certain cases, or collectively, may be deemed affiliates.
Includes $94,617,575 of market value representing 10.48% of the outstanding
shares of the Registrant held in a fiduciary capacity by the trust departments
of four wholly-owned subsidiaries of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K Into Which
Document Portions of Documents are Incorporated
Proxy Statement for Annual Meeting of Part III
Shareholders on April 23, 1997
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1 and 2 Financial Statements and Financial Statement Schedules
The following financial statements and financial statement
schedules are included under a separate caption Financial
Statements and Supplementary Data in part II, Item 8 hereof and
are incorporated herein by reference.
Consolidated Statements of Financial Condition - December 31, 1996
and 1995
Consolidated Statements of Income - For the Years Ended December
31, 1996, 1995, and 1994
Consolidated Statements of Changes in Stockholders Equity - For
the Years Ended December 31, 1996, 1995, and 1994
Consolidated Statements of Cash Flows - For the Years Ended
December 31, 1996, 1995, and 1994
Notes to Consolidated Financial Statements
Independent Auditors Report
(a) 3 Exhibits Required by Item 601 of Regulation S-K
Sequential Page Number of
Exhibit Number Description Incorporation by Reference to
- -------------------------------------------------------------------------------
(3)(a) Articles of Exhibit (3) to Report on form
Incorporation 10-Q for the quarter ended
June 30, 1993
(3)(b) Bylaws Exhibit (3) to Report on Form
10-Q for the quarter ended
September 30, 1991
(4) Instruments Defining
Rights of Security
Holders, Including
Indentures
The Registrant, by sign-
ing this report, agrees
to furnish the
Securities and Exchange
Commission, upon its
request, a copy of any
instrument that defines
the rights of holders of
long-term debt of the
Registrant and all of
its subsidiaries for
Sequential Page Number of
Exhibit Number Description Incorporation by Reference to
- -------------------------------------------------------------------------------
which consolidated or
unconsolidated
financial statements are
required to be filed and
that authorizes a total
amount of securities
not in excess of 10% of
the total assets of the
Registrant and its
subsidiaries on a
consolidated basis.
*(10)(a) The 1982 Incentive Stock Exhibit (10) to Report on
Option Plan of the Form 10-K for fiscal year
Registrant ended December 31, 1987
*(10)(b) The Restated Long-Term Exhibits filed with
Incentive Stock Option Associated s registration
Plan of the Registrant statement (33-86790) on
Form S-8 filed under the
Securities Act of 1933
*(10)(c) Deferred Compensation Exhibit (10)(c) to Report
Agreement dated on Form 10-K for fiscal
November 1, 1986 between year ended December 31,
Associated Bank Green 1992
Bay, National
Association and
Robert C. Gallagher
*(10)(d) Change of Control Plan Exhibit (10)(d) to Report
of the Registrant on Form 10-K for fiscal
effective April 25, year ended December 31, 1994
1994
*(10)(e) Deferred Compensation Exhibit (10)(e) to Report
Plan and Deferred on Form 10-K for fiscal
Compensation Trust year ended December 31, 1994
effective as of
December 16, 1993, and
Deferred Compensation
Agreement of the
Registrant dated
December 31, 1994
(11) Statement Re Computation Filed herewith
of Per Share Earnings
(21) Subsidiaries of the Filed herewith
Corporation
Sequential Page Number of
Exhibit Number Description Incorporation by Reference to
- -------------------------------------------------------------------------------
(23) Consent of Independent Filed herewith
Auditors
(24) Power of Attorney Filed herewith
(27) Financial Data Schedule Filed herewith
- --------------------
*Management contracts and arrangements.
Schedules and exhibits other than those listed are omitted for the reasons
that they are not required, are not applicable or that equivalent
information has been included in the financial statements, and notes
thereto, or elsewhere herein.
(b) Reports on Form 8-K
No reports on Form 8-K were filed with the Securities and Exchange
Commission during the fourth quarter of the fiscal year ended December 31,
1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ASSOCIATED BANC-CORP
By:/s/ HARRY B. CONLON
Date: March 26, 1997 ------------------------------
Harry B. Conlon
Chairman, President & Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By:/s/ HARRY B. CONLON By:*
------------------------------ ------------------------------
Harry B. Conlon John S. Holbrook, Jr.
Chairman, President, Chief Director
Executive Officer and Director
By:/s/ JOSEPH B. SELNER By:*
------------------------------ ------------------------------
Joseph B. Selner William R. Hutchinson
Senior Vice President-CFO Director
Principal Financial Officer and
Principal Accounting Officer
By:/s/ ROBERT C. GALLAGHER By:*
------------------------------ ------------------------------
Robert C. Gallagher James F. Janz
Vice Chairman and Director Director
By:* By:*
------------------------------ ------------------------------
Robert Feitler John C. Meng
Director Director
By:* By:*
------------------------------ ------------------------------
Ronald R. Harder J. Douglas Quick
Director Director
*By:/s/ BRIAN R. BODAGER
------------------------------
Brian R. Bodager
Attorney-in-Fact
Date: March 26, 1997