1 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 ---------------------------- Date of Report (date of earliest event reported): May 15, 1997 ASSOCIATED BANC-CORP ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) State of Wisconsin 0-5519 39-1098068 - -------------------------- -------------------- ------------------- (State or other (Commission File (I.R.S. Employer jurisdiction or Number) Identification No.) incorporation) 112 North Adams Street, Green Bay, Wisconsin 54301 - ----------------------------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) (414) 433-3166 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Page 1 of [ ] Pages Exhibit Index Appears on Page [ ] 2 ITEM 5. OTHER EVENTS. Attached and incorporated herein by reference as Exhibit 99.1 and Exhibit 99.2, respectively, are copies of (1) a press release of Associated Banc-Corp and First Financial Corporation announcing the signing of a definitive agreement to merge the two companies and (2) materials relating to a presentation regarding the proposed merger made at a telephonic press conference on May 15, 1997. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. 99.1 Press release dated May 14, 1997 announcing the signing of a definitive agreement to merge Associated Banc-Corp and First Financial Corporation. 99.2 Materials relating to a presentation regarding the proposed merger made at a telephonic press conference on May 15, 1997. 3 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 hereunto duly authorized. ASSOCIATED BANC-CORP Date: May 15, 1997 By: /s/ Brian Bodager ----------------------------- Brian Bodager Secretary 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release dated May 14, 1997 announcing the signing of a definitive agreement to merge Associated Banc-Corp and First Financial Corporation. 99.2 Materials relating to a presentation regarding the proposed merger made at a telephonic press conference on May 15, 1997.