UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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)
June 25,
2009
(Exact
Name of Registrant as Specified in Its Charter)
(State
or Other Jurisdiction of Incorporation)
|
0-13393
|
36-3183870
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
501
Seventh Street, Rockford, Illinois
|
61104
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see
General Instruction A.2.
below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 Entry into a Material Definitive Agreement
Written
Agreement
On June
25, 2009, AMCORE Financial Inc. (the “Company”) executed a Written Agreement
(the “Agreement”) with the Federal Reserve Bank of Chicago (the “FRB”). The
Agreement restricts the payment of dividends by the Company, as well as the
taking of dividends or any other payment representing a reduction in capital
from the Company’s wholly owned subsidiary, AMCORE Bank, National Association
(the ”Bank”), without the prior approval of the FRB. The Agreement further
requires that the Company shall not incur, increase, or guarantee any debt,
repurchase or redeem any shares of its stock, or pay any interest or principal
on subordinated debt or trust preferred securities, in each case without the
prior approval of the FRB. The Agreement also requires the Company to develop a
capital plan for the Company within 60 days, which plan shall address, among
other things, the Company’s current and future capital requirements, including
compliance with minimum capital ratios, adequacy of capital, the source and
timing of additional funds, and procedures to notify the FRB no more than 30
days after the end of any quarter in which the Company’s consolidated capital
ratios or the Bank’s capital ratios (total risk-based, Tier 1, or leverage) fall
below the required minimums. The Company is also required to submit a cash flow
projection for the remainder of 2009 to the FRB within 60 days and to provide
notice to the FRB regarding the appointment of any new director or senior
executive officer. Finally, the board of directors of the Company is required to
submit written progress reports within 30 days after the end of each fiscal
quarter.
Any
material failure to comply with the provisions of the Agreement could result in
enforcement actions by the FRB. While the Company intends to take such actions
as may be necessary to comply with the requirements of the Agreement, there can
be no assurance that the Company will be able to comply fully with the
provisions of the Agreement, or that efforts to comply with the Agreement will
not have adverse effects on the operations and financial condition of the
Company or the Bank.
Consent
Order
On June
25, 2009, pursuant to a Stipulation and Consent to the Issuance of a Consent
Order, the Bank consented and agreed to the issuance of a Consent Order (the
“Order”) by the Office of the Comptroller of Currency (the “OCC”), the Bank’s
primary banking regulator.
The
Order requires the Bank to, among other things:
Ÿ
achieve and maintain, by September 30, 2009, Tier 1 capital at least equal
to 8% of adjusted total assets, Tier 1 risk-based capital at least equal to 9%
of risk-weighted assets and total risk-based capital at least equal to 12% of
risk-weighted assets;
Ÿ
develop, within 30 days, a capital plan for the Bank, which shall, among other
things, include specific plans for maintaining adequate capital, a discussion of
the sources and timing of additional capital, as well as contingency plans for
alternative sources of capital; and
Ÿ
develop, within 60 days, a liquidity risk management program, which assesses, on
an ongoing basis, the Bank’s current and projected funding needs, and ensures
that sufficient funds exist to meet those needs.
Any
material failure to comply with the provisions of the Order could result in
enforcement actions by the OCC as described in the Order. While the Company
intends to take such actions as may be necessary to enable the Bank to comply
with the requirements of the Order, there can be no assurance that the Bank will
be able to comply fully with the provisions of the Order, or that efforts to
comply with the Order will not have adverse effects on the operations and
financial condition of the Company and the Bank.
The
foregoing description of the Order is qualified in its entirety by reference
thereto, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.1 and incorporated herein by reference. Also, the Stipulation and
Consent to the Issuance of a Consent Order is attached to this Current Report on
Form 8-K as Exhibit 10.2 and is incorporated herein by reference.
Finally,
on June 26, 2009, the Company issued a press release announcing, among other
things, the issuance of the Agreement and the Order. A copy of the
press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
ITEM
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement
The
events described in Item 1.01 above constitute an event of default under the
Credit Agreement (the “Credit Facility”), dated as of August 8, 2007 and amended
as of October 10, 2008 and March 3, 2009, between the Company and JPMorgan Chase
Bank, N.A. (“JPMorgan”). The Company has drawn $20 million against
the Credit Facility.
JPMorgan
has advised the Company that it does not expect to pursue any remedies under the
Credit Agreement at this time and the parties are currently working
cooperatively. However, there can be no assurance that the Company
will be able to obtain a waiver from JPMorgan. If the Company is
unable to obtain such a waiver, JPMorgan could accelerate the full amount of the
outstanding debt under the Credit Facility to currently payable. If
the Company is able to obtain a waiver, such waiver could contain terms
unfavorable to the Company and could result in changes to the terms and
conditions of the Credit Facility, including the imposition of additional
finance fees and higher interest charges. Any such charges in terms
and conditions could have a material effect on the Company’s future cash flows,
results of operations or financial condition.
ITEM
9.01 Financial Statements and Exhibits
(d)
Exhibits
|
Exhibit
No.
|
Description
|
|
|
|
|
10.1
|
Form
of Consent Order, dated June 25, 2009, issued by the Comptroller of the
Currency
in the matter of AMCORE Bank, National Association.
|
|
|
|
|
10.2
|
Form
of Stipulation and Consent to the Issuance of a Consent Order, dated
June
25, 2009, between the Comptroller of Currency and AMCORE Bank,
National
Association.
|
|
|
|
|
99.1
|
Press
release of AMCORE Financial, Inc. dated June 26,
2009.
|
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 thereunto duly
authorized.
|
Date:
June 26, 2009
|
AMCORE
Financial, Inc.
|
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Judith Carré Sutfin
|
|
|
|
Judith
Carré Sutfin
|
|
|
|
Executive
Vice President and Chief Financial Officer,
|
|
|
|
(Duly
authorized officer of the registrant
|
|
|
|
and
principal financial officer)
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
|
|
10.1
|
Form
of Consent Order, dated June 25, 2009, issued by the Comptroller of
the
Currency
in the matter of AMCORE Bank, National Association.
|
|
|
|
|
10.2
|
Form
of Stipulation and Consent to the Issuance of a Consent Order,
dated
June
25, 2009, between the Comptroller of Currency and AMCORE
Bank,
National
Association.
|
|
|
|
|
99.1
|
Press
release of AMCORE Financial, Inc. dated June 26,
2009.
|
Amcore Financial (MM) (NASDAQ:AMFI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Amcore Financial (MM) (NASDAQ:AMFI)
Historical Stock Chart
From Jul 2023 to Jul 2024
