FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Associated Banc-Corp ASBC Capital I
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(Exact Name of Registrant as (Exact Name of Registrant as
Specified in its Charter) Specified in its Certificate of Trust)
Wisconsin Delaware
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(State of Incorporation (State of Incorporation
or Organization) or Organization)
39-1098068 01-0677874
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(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o Associated Banc-Corp
1200 Hansen Road 1200 Hansen Road
Green Bay, WI Green Bay, WI
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(Address of Principal (Address of Principal
Executive Offices) Executive Offices)
54304 54304
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(Zip Code) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-87578.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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7.625% Trust Preferred New York Stock Exchange
Securities of ASBC
Capital I (and the
Guarantee of Associated
Banc-Corp with respect
thereto)
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The descriptions set forth under the "Description of Capital
Securities," "Description of Junior Subordinated Debt Securities,"
"Description of the Guarantees" and "Relationship among the Capital
Securities, the Corresponding Junior Subordinated Debt Securities and
the Guarantees" in the Prospectus included in the Registration
Statement on Form S-3 (No. 333-87578) of Associated Banc-Corp, ASBC
Capital I, ASBC Capital II and ASBC Capital III filed on May 3, 2002,
as amended on May 16, 2002 and on May 17, 2002, and declared effective
on May 20, 2002, are incorporated herein by this reference.
Item 2. Exhibits.
4(a) Form of Junior Subordinated Indenture, between Associated Banc-Corp
and BNY Midwest Trust Company, as Debenture Trustee (incorporated by
reference to Exhibit 4(a) to the Registrants' Registration Statement
on Form S-3, File No. 333-87578).
4(b) Certificate of Trust of ASBC Capital I (incorporated by reference to
Exhibit 4(b) to the Registrants' Registration Statement on Form S-3,
File No. 333-87578).
4(c) Trust Agreement for ASBC Capital I (incorporated by reference to the
Registrants' Registration Statement on Form S-3, File No. 333-87578).
4(d) Form of Amended and Restated Trust Agreement (incorporated by
reference to Exhibit 4(h) to the Registrants' Registration Statement
on Form S-3, File No. 333-87578).
4(e) Form of Trust Preferred Security Certificate (included as part of
Exhibit 4(d)).
4(f) Form of Guarantee Agreement (incorporated by reference to Exhibit 4(j)
to the Registrants' Registration Statement on Form S-3, File No.
333-87578).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
ASBC CAPITAL I
Date: May 28, 2002 BY ASSOCIATED BANC-CORP, as Depositor
BY /s/ William M. Bohn
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Name: William M. Bohn
Title: Senior Vice President and
Assistant Secretary
Date: May 28, 2002 ASSOCIATED BANC-CORP
BY /s/ William M. Bohn
---------------------------------
Name: William M. Bohn
Title: Senior Vice President and
Assistant Secretary
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