Business Context and Reporting Period
This Form 8-K was filed by Associated Banc-Corp on March 21, 2005. The report discloses a material corporate event: the execution of an Agreement and Plan of Merger with State Financial Services Corporation ("State Financial").
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on the announcement of the merger agreement.
Material Changes
The primary material change is the proposed acquisition of State Financial. Key terms include:
- Transaction Structure: State Financial will merge with and into Associated Banc-Corp.
- Exchange Ratio: State Financial shareholders will receive 1.2 shares of Associated common stock for each share of State Financial common stock held.
- Board Approval: The Boards of Directors for both companies have approved the agreement.
Outlook, Risks, and Contingencies
The completion of the merger is subject to several customary closing conditions, including:
- Approval by State Financial's shareholders.
- Expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
- Approval from the State of Wisconsin Department of Financial Institutions.
- Approval from the Federal Reserve Board.
Associated Banc-Corp indicated it will file additional information regarding the transaction in a separate Current Report on Form 8-K under Item 1.01.
Investor Verification Checklist
- Verify the final approval status of the merger by State Financial shareholders.
- Confirm receipt of regulatory approvals from the Federal Reserve Board and the Wisconsin Department of Financial Institutions.
- Review the separate Form 8-K filing under Item 1.01 for detailed financial implications and pro forma data.
- Monitor the expiration of the Hart-Scott-Rodino antitrust waiting period.