Business Context and Reporting Period
This Form 8-K, dated October 29, 2004, reports on Associated Banc-Corp's completion of a merger with First Federal Capital Corp ("First Federal"). The filing details the consummation of the acquisition, related executive agreements, and changes to the Board of Directors.
Key Financial Metrics and Transaction Details
- Merger Consideration: Each share of First Federal common stock was converted into 0.9525 shares of Associated Banc-Corp common stock or cash consideration. The filing text does not provide a clear value for the per-share cash amount, the aggregate number of shares to be issued, or the total cash consideration.
- Executive Compensation: In connection with the merger, Jack C. Rusch entered into a Consulting Agreement, Noncompete Agreement, and Separation Agreement. The aggregate payments to Mr. Rusch under these agreements total $3,585,000.
- Financial Statements: The filing explicitly states that financial statements of the acquired business and pro forma financial information are "Not applicable."
Material Changes
- Acquisition: Associated Banc-Corp completed the acquisition of First Federal Capital Corp via merger on October 29, 2004.
- Board Composition: The Board of Directors appointed Richard T. Lommen (Class B Director) and Jack C. Rusch (Class C Director) to fill vacancies created by the merger. Both directors are scheduled to stand for election at the 2005 annual meeting.
- Executive Agreements: New material definitive agreements were executed with Jack C. Rusch, including a two-year consulting term and a two-year non-compete restriction.
Outlook, Risks, and Management Commentary
The filing focuses on the structural completion of the merger and the immediate governance changes. It does not provide specific forward-looking guidance, revenue projections, or detailed risk factors beyond the standard disclosure of the transaction terms. The appointment of new directors is noted as a fulfillment of the Merger Agreement obligations.
Investor Verification Checklist
- Verify the exact cash consideration per share and total aggregate cash payment for the First Federal merger, as these figures are redacted in the source text.
- Confirm the total number of Associated Banc-Corp shares to be issued to First Federal shareholders.
- Review the specific terms of the $3,585,000 compensation package for Jack C. Rusch to understand the breakdown between consulting fees, separation payments, and other benefits.
- Monitor the 2005 annual meeting results regarding the election of the newly appointed directors, Richard T. Lommen and Jack C. Rusch.