UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 15, 2016
ASSOCIATED BANC-CORP
(Exact name of registrant as specified in charter)
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Wisconsin |
001-31343 |
39-1098068 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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433 Main Street Green Bay, Wisconsin 54301 |
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(Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: (920) 491-7500
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.
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .
On August 15, 2016, Associated Banc-Corp (the “Company”) filed a Certificate regarding its Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) with the Wisconsin Department of Financial Institutions to eliminate from its Amended and Restated Articles of Incorporation (the “Articles”) all matters set forth in the Articles regarding the Series A Preferred Stock. All outstanding shares of the Series A Preferred Stock were redeemed by the Company in September of 2011.
The Certificate relating to the Series A Preferred Stock, which became effective on the date of filing, is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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9.01 Financial Statements and Exhibits . |
(d) Exhibits
3.1 Certificate relating to the Series A Preferred Stock dated August 15, 2016
SIGNATURES
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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 hereunto duly authorized. |
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Associated Banc-Corp |
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(Registrant) |
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Date: August 16, 2016 |
By: /s/ Randall J. Erickson |
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Randall J. Erickson |
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Executive Vice President, General Counsel, |
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Corporate Secretary and Chief Risk Officer |
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Exhibit 3.1
ASSOCIATED BANC-CORP
CERTIFICATE RELATING TO
THE
SERIES A PREFERRED STOCK
Pursuant to Section 180.0602
of the Wisconsin Business Corporation Law
The undersigned, Associated Banc-Corp, a Wisconsin corporation (the “Company”), in accordance with the provisions of Section 180.0602 of Wisconsin Business Corporation Law, for the purposes of eliminating from the Amended and Restated Articles of Incorporation of the Company (the “Articles”) all matters set forth in the Articles of Amendment to the Articles regarding the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) of the Company filed with the Wisconsin Department of Financial Institutions on November 18, 2008 (the “Articles Amendment”) with respect to the Series A Preferred Stock, par value $1.00 per share, of the Company for purposes of cancelling the Series A Preferred Stock, hereby certifies that:
1. The undersigned is the duly elected and acting Executive Vice President, General Counsel, Corporate Secretary and Chief Risk Officer.
2. In accordance with the provisions of Section 180.0602 of Wisconsin Business Corporation Law, the Board of Directors of the Company has adopted the following resolutions on July 26, 2016 eliminating from the Articles all matters set forth in the Articles Amendment with respect to the Series A Preferred Stock for purposes of cancelling the Series A Preferred Stock:
WHEREAS, as of September 14, 2011, Associated Banc-Corp (the “Company”) completed the repurchase of all outstanding shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”), which has been issued to the U.S. Department of Treasury under the Troubled Asset Relief Program (“TARP”) Capital Purchase Program; and
WHEREAS, pursuant to Sections 180.1002(8) and 180.0602(3)(b)2 of the Wisconsin Business Corporation Law, the Board may eliminate from the Company’s Amended and Restated Articles of Incorporation by amendment of the provisions thereof related to the shares of Series A Preferred Stock without shareholder approval, provided that no shares of the Series A Preferred Stock are then outstanding.
NOW, THEREFORE, BE IT RESOLVED, that the officers of the Company be, and each of them hereby is, authorized for and in the name of the Company to take or cause to be taken such actions as are necessary or advisable to effect the elimination from the Articles the provisions thereof related to the shares of Series
A Preferred Stock, including, without limitation, the preparation, execution and filing of an appropriate certification and articles of amendment with the Wisconsin Department of Financial Institutions.
BE IT RESOLVED, that the Board hereby authorizes and directs the officers of the Company, for and in the name of the Company, to execute and deliver any and all documents, and to take such additional action as such officers, or any of them, shall consider necessary, proper or advisable in the best interests of the Company in order to implement the purposes of the foregoing resolutions, including, without limitation, filing any certificates, documents and regulatory filings with the appropriate state and federal agencies, and the taking of any such action shall constitute conclusive evidence of the authority of such officer or officers hereunder; and
FURTHER RESOLVED, that all actions heretofore taken by the officers or directors of the Company in connection with the matters that are the subject of these resolutions be, and they hereby are, ratified, confirmed and approved in all respects.
The undersigned declares under penalty of perjury under the laws of the State of Wisconsin that the matters set out in the foregoing Certificate are true of his own knowledge and that the foregoing Certificate has been duly adopted by the Company’s Board of Directors in accordance with the Wisconsin Business Corporation Law.
Executed at Milwaukee, Wisconsin, on August 15, 2016.
ASSOCIATED BANC-CORP
By: /s/ Randall J. Erickson
Name: Randall J. Erickson
Title: Executive Vice President, General Counsel,
Corporate Secretary and Chief Risk Officer
Drafted by:
Kristen A. Irgens
Godfrey & Kahn, S.C.
833 E. Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202