UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
AUGUST 20, 1998
AMCORE FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Commission File Number 0-13393
NEVADA 36-3183870
- ------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
501 Seventh Street, Rockford, Illinois 61104
(815) 968-2241
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 20, 1998, AMCORE Financial, Inc. ("Registrant") engaged the accounting
firm of KPMG Peat Marwick LLP (KPMG), as its independent accountants. KPMG
replaces McGladrey & Pullen, LLP ("McGladrey") as of the date reported above.
The change in the Registrant's independent accountants was the result of a
formal proposal process involving three accounting firms. The change followed a
decision by the Registrant to outsource its internal auditing function to
McGladrey. The decision to change accountants was approved by the Registrant's
Audit and Executive Committee's of the Board of Directors.
During the two most recent fiscal years and the subsequent interim period prior
to June 30, 1998, there have been no disagreements with McGladrey on any matter
of accounting principles or practices, financial statement disclosures, auditing
scope or procedure, nor any reportable events.
McGladrey's report on the consolidated financial statements for the past two
years contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
None of the following events has occurred within the Registrant's two most
recent fiscal years or the subsequent interim period preceding the change in
accountants:
(A) McGladrey has not advised the Registrant that the internal
controls necessary for the Registrant to develop reliable financial statements
do not exist;
(B) McGladrey has not advised the Registrant that information had
come to its attention that led it to no longer be able to rely on management's
representations, or that made it unwilling to be associated with the financial
statements prepared by management;
(C) McGladrey has not advised the Registrant of the need to expand
significantly the scope of its audit, or that information has come to its
attention that if further investigated could (i) materially impact the fairness
or reliability of either a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most recent financial
statements covered by an audit report (including information that could prevent
it from rendering an unqualified report on those financial statements) or cause
it to be unwilling to rely on management's representations or to be associated
with the Registrant's financial statements, and (ii) due to McGladrey's
resignation, or for any other reason, McGladrey did not so expand the scope of
its audit or conduct such further investigation; or,
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(D) McGladrey has not advised the Registrant that information has
come to its attention that it concluded materially impacts the fairness or
reliability of either (i) a previously issued audit report or the underlying
financial statements, or (ii) the financial statements issued or to be issued
covered by an audit report (including information that, unless resolved to
McGladrey's satisfaction, would prevent it from rendering an unqualified audit
report on those financial statements), and due to McGladrey's resignation, or
for any other reason, the issue has not been resolved to the accountant's
satisfaction prior to its resignation.
During the two most recent fiscal years, and the subsequent interim period prior
to engaging KPMG, neither the Registrant nor anyone on its behalf, consulted
KPMG regarding (i) either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's financial statements, where
either a written report was provided to the Registrant or oral advice was
provided, which advice was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was the subject of a disagreement (as defined in
paragraph 304(a)(1)(v) of Regulation S-K).
The Registrant has requested that McGladrey furnish it with a letter addressed
to the SEC stating whether it agrees with the above statements. A copy of
McGladrey's letter to the SEC dated August 24, 1998 is attached as an exhibit to
this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter re Change in Certifying Accountant
99.1 Press Release dated August 24, 1998
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SIGNATURE
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 hereunder duly authorized.
AMCORE FINANCIAL, INC.
By: /s/ John R. Hecht
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Name: John R. Hecht
Title: Executive Vice President &
Chief Financial Officer
Date: August 27, 1998
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