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EXHIBIT 99.2
Exhibit 1
TRANSACTION SUMMARY
- - Merger-of-Equals
- - Tax-free exchange: 0.765 Associated for each First Financial share
- - Pooling of interests accounting
- - Total transaction value: $2.0 Billion
- - Each company has executed 19.9% option
- - Approvals: Associated and First Financial shareholders
Regulators
- - Expected closing: Fourth quarter, 1997
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Exhibit 2
FACT SHEET*
(Dollars in Thousands)
Associated First Financial Pro Forma Combined
---------- --------------- ------------------
Balance Sheet
Total Assets $4,458,835 $5,808,506 $10,267,341
Loans 3,253,026 3,508,709 6,761,735
Deposits 3,490,911 4,493,105 7,984,016
Distribution System
Total 96 128 224
WI Branches 90 74 164
IL Branches 6 54 60
ATMs 125 45 170
Retail Cust. 147,000 450,000 597,000
Commercial Cust. 19,000 -- 19,000
Trust Cust. 6,500 -- 6,500
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* At March 31, 1997.
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Exhibit 3
DIFFERENT PATHS TO SIMILAR PERFORMANCE
ASSOCIATED FIRST FINANCIAL
---------- ---------------
Assets $4.5 Billion $5.8 Billion
Earnings (1996) 57 Million 72 Million
Tangible Capital 357 Million 394 Million
Net Interest Margins 4.53% 3.45%
ROAA* 1.38% 1.31%
ROAE* 15.39% 17.91%
5-year EPS CAGR* 10.9% 17.45%
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* 1996 full-year adjusted for one-time SAIF charges.
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Exhibit 4
COMPLEMENTARY FRANCHISES
[MAP]
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Exhibit 5
COMPLEMENTARY FRANCHISES
ASSOCIATED FIRST FINANCIAL
- ------------------------------------------ ---------------------------------------
Experienced management Experienced management
Extensive acquisition experience Extensive acquisition experience
Strong commercial banking franchise Strong retail franchise
Strong trust and asset management services Strong consumer lending
Credit cards
Consistent high performance among Home equity loans
regional commercial banks
High Asset Quality High Asset Quality
Commitment to customers and communities Commitment to customers and communities
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Exhibit 6
COMPLEMENTARY FRANCHISES
Loan Composition
PACKER
[PIE CHART]
Agriculture 1.1%
Construction 7.1%
1-4 Family 32.5%
Multi-Family 1.9%
Other RE 24.0%
Commercial 24.0%
Consumer 9.3%
BADGER
[PIE CHART]
Agriculture 0.0%
Construction 2.6%
1-4 Family 58.9%
Multi-Family 6.6%
Other RE 4.7%
Commercial 0.2%
Consumer 27.0%
PRO FORMA
[PIE CHART]
Agriculture 0.5%
Construction 4.7%
1-4 Family 46.4%
Multi-Family 4.4%
Other RE 13.9%
Commercial 11.5%
Consumer 18.6%
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Exhibit 7
COMPLEMENTARY FRANCHISES
WISCONSIN: 6/96: DEPOSITS % OF STATE BRANCHES
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1 Marshall & Ilsley Corp $9,762,779 15.56 277
2 Firstar Corporation 7,587,029 12.09 156
PRO FORMA ASSOCIATED BANC-CORP 5,492,306 8.76 164
3 Banc One Corporation 4,916,725 7.84 100
4 Associated Banc-Corp 3,096,234 4.94 90
5 First Financial Corporation 2,396,072 3.82 74
6 Security Capital Corporation 2,259,923 3.60 45
7 Norwest Corporation 1,722,909 2.75 45
8 Anchor Bancorp Wisconsin 1,269,357 2.02 34
9 Mutual Savings Bank 1,032,116 1.65 33
10 F&M Bancorporation Inc. 1,022,610 1.63 53
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Source: SNL Securities
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Exhibit 8
INTEGRATION OBJECTIVES
ENHANCE THE MARKET POSITION OF THE COMBINED COMPANY
Introduce commercial lending and trust services into the First Financial
network of 128 branches and 450,000 households
Capitalize on First Financial's consumer lending success throughout the
Associated system
ACHIEVE OPERATING ECONOMIES
Integrate back office operations in an orderly manner for maximum
efficiency and effectiveness
Integrate branch system for maximum cost savings and customer
retention/service
CONTINUE THE EXCELLENT CREDIT QUALITY STANDARDS AND EXPERIENCE OF BOTH
COMPANIES
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Exhibit 9
SUMMARY
- - IMMEDIATELY ACCRETIVE TO EARNINGS AND CREATES HIGH EARNING GROWTH VISIBILITY
FOR NEXT SEVERAL YEARS
- - CREATES A $10.5 BILLION HIGH PERFORMANCE COMPANY
a) Pro forma ROE estimated to be above 17%
b) Stock value compares favorably to high performance peers
c) Pro forma company should generate $100 mm surplus capital per year
- - CREATES A HIGHER VALUE FRANCHISE IN BOTH WISCONSIN AND ILLINOIS
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