UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 23, 2006
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AMCORE FINANCIAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
0-13393 36-3183870
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(Commission File Number) (IRS Employer Identification No.)
501 Seventh Street, Rockford, Illinois 61104
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(Address of Principal Executive Offices) (Zip Code)
(815) 968-2241
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
AMCORE Financial, Inc. (the "Company" or "AMCORE") has entered into a
Transitional Compensation Agreement (the "Agreement") with Donald H. Wilson,
Executive Vice President and Chief Financial Officer, which was signed on
February 23, 2006 and is effective as of February 6, 2006. A copy of the
Agreement is attached as Exhibit 10.1 and is hereby incorporated by reference.
Mr. Wilson was appointed Executive Vice President and Chief Financial Officer on
January 30, 2006, as previously reported on a Current Report on Form 8-K.
The Agreement provides that if, during the three-year period following a change
of control of the Company (as defined in the Agreement), Mr. Wilson's employment
is ended through (1) termination by the Company without cause (as defined in the
Agreement) or (2) termination by Mr. Wilson for good reason (as defined in the
Agreement) based upon a breach of the Agreement by the Company or a significant
adverse change in Mr. Wilson's responsibilities, compensation or benefits, then
a termination payment will be made to Mr. Wilson. The Agreement provides that
such payment will equal three times the sum of Mr. Wilson's then-current annual
salary and annual bonus. In addition, the Agreement provides that, if any
portion of the termination payment is subject to an excise tax as an excess
parachute payment, as defined in the Internal Revenue Code Section 4999, the
Company shall pay Mr. Wilson the amount necessary to offset the excise tax and
any applicable taxes on this additional payment. Additional provisions provide
for the continuation, for three years after termination, of welfare and other
benefits to Mr. Wilson and his family unless termination is for cause. Upon a
change of control of the Company, Mr. Wilson is entitled to a lump sum cash
payment equivalent to the present value of the projected benefits under certain
supplemental retirement plans. Mr. Wilson is also subject to a non-compete
agreement that continues in existence while he serves as an executive officer of
the Company and for one year following the termination of his employment with
the Company, any successor thereto, and its or their subsidiaries.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
10.1 Transitional Compensation Agreement, dated February 6, 2006,
between AMCORE Financial, Inc. and Donald H. Wilson
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 24, 2006 AMCORE Financial, Inc.
(Registrant)
/s/ Kenneth E. Edge
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Kenneth E. Edge
Chairman, President and Chief Executive Officer
(Duly authorized officer of the registrant
and principal executive officer)
EXHIBIT INDEX
Exhibit No. Description
10.1 Transitional Compensation Agreement, dated February 6, 2006,
between AMCORE Financial, Inc. and Donald H. Wilson