-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UCVnO0lCRhfmYkwhMaaVEXw5F0FXCV3FoI9AUyOnw4DrMQwEuCuQXM5XI6ar0hlD cVL+/7TPKEqp25k8O0ed8g== 0000007789-05-000025.txt : 20050210 0000007789-05-000025.hdr.sgml : 20050210 20050209193004 ACCESSION NUMBER: 0000007789-05-000025 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050210 DATE AS OF CHANGE: 20050209 GROUP MEMBERS: ASSOCIATED TRUST COMPANY, NATIONAL ASSOCIATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED BANC-CORP CENTRAL INDEX KEY: 0000007789 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391098068 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-08723 FILM NUMBER: 05590252 BUSINESS ADDRESS: STREET 1: 1200 HANSEN ROAD CITY: GREEN BAY STATE: WI ZIP: 54304 BUSINESS PHONE: 9204917015 MAIL ADDRESS: STREET 1: 1200 HANSEN ROAD CITY: GREEN BAY STATE: WI ZIP: 54304 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED BANK SERVICES INC DATE OF NAME CHANGE: 19770626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED BANC-CORP CENTRAL INDEX KEY: 0000007789 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391098068 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1200 HANSEN ROAD CITY: GREEN BAY STATE: WI ZIP: 54304 BUSINESS PHONE: 9204917015 MAIL ADDRESS: STREET 1: 1200 HANSEN ROAD CITY: GREEN BAY STATE: WI ZIP: 54304 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED BANK SERVICES INC DATE OF NAME CHANGE: 19770626 SC 13G 1 sc13g2005.htm FORM 13G 2005 Form SC 13-G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 26)*

Associated Banc-Corp
(Name of Issuer)


Common Stock, Par Value $0.01
(Title of Class of Securities)


045487105
(CUSIP Number)


December 31, 2004
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ X]  Rule 13d-1(b)
[ ]  Rule 13d-1(c)
[ ]  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following pages)

CUSIP No. 045487105 Page 2 of 5 Pages


1 Names of reporting persons
I.R.S. Identification Nos. of above persons (entities only)
 
      Associated Banc-Corp 39-1098068
     Associated Trust Company, National Association 39-1564826
2
 Check the Appropriate Box if a member of a group*
     (a) [ X]
     (b) [ ]
3
 SEC use only
4
 Citizenship or place of organization
     Associated Banc-Corp-- Wisconsin Corporation
     Associated Trust Company, National Association-- Federally Chartered Trust Company Bank
NUMBER OF
SHARES
BENEFICIALLY 		5
 SOLE VOTING POWER
     Associated Banc-Corp - 6,087,654
     Associated Trust Company, National Association - 6,087,654
OWNED BY
EACH
REPORTING
PERSON
WITH		 6
 SHARED VOTING POWER
     Associated Banc-Corp - 85,589
     Associated Trust Company, National Association - 85,589
  7
 SOLE DISPOSITIVE POWER
     Associated Banc-Corp - 7,038,119
     Associated Trust Company, National Association - 7,038,119
 
 8

 SHARED DISPOSITIVE POWER
     Associated Banc-Corp - 497,245
     Associated Trust Company, National Association - 497,245
9
 Aggregate amount beneficially owned by each reporting person
     Associated Banc-Corp - 7,535,364
     Associated Trust Company, National Association - 7,535,364
10
 Check if the aggregate amount in Row (9) excludes certain shares* [ ]
11
 Percent of class represented by amount in Row (9)
     Associated Banc-Corp - 5.81%
     Associated Trust Company, National Association - 5.81%
12
 Type of Reporting Person*
     Associated Banc-Corp - HC
     Associated Trust Company, National Association - BK
CUSIP No. 045487105 Page 3 of 5 Pages

Item 1.  
(a) Name of Issuer Associated Banc-Corp
(b) Address of Issuer's Principal Executive Offices 1200 Hansen Road, Green Bay, WI 54304
Item 2.  
(a) Name of Person Filing Associated Banc-Corp
Associated Trust Company, National Association
(b) Address or Principal Business Office or, if
none, Residence		 1200 Hansen Road, Green Bay, WI 54304
(c) Citizenship Associated Banc-Corp - Wisconsin Corporation
Associated Trust Company, National Association -
Federally Chartered Trust Company Bank
(d) Title of Class of Securities Common Stock, Par Value $.01
(e) CUSIP Number 045487105

Item 3.  If this statement is filed pursuant toss.240.13d-1(b) or ss.240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under Section 15 of the Act
(b) [ X] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940
(e) [ ] An investment adviser in accordance withss.240.13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance withss.240.13d-1(b)(1)(ii)(F)
(g) [ X] A parent holding company or control person in accordance withss.240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 USC 1813)
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(j) [ X] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)  Amount Beneficially Owned:  7,535,364

(b)  Percent of Class:  5.81%

(c)  Number of shares as to which such person has:
     (  i)  sole power to vote or to direct the vote:  6,087,654
     ( ii)  shared power to vote or to direct the vote:  85,589
     (iii)  sole power to dispose or to direct the disposition of:  7,038,119
     ( iv)  shared power to dispose or to direct the disposition of:  497,245

CUSIP No. 045487105 Page 4 of 5 Pages

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund, or endowment fund is not required.

     Not applicable

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

     The parent holding company, Associated Banc-Corp, owns all the shares of a number of constituent corporations, including Associated Trust Company, National Association, which is a banking institution subject to the supervision of the Comptroller of the Currency.

Item 8.  Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

     Schedule 13G is being filed by a group comprised of Associated Banc-Corp and Associated Trust Company, National Association. Associated Banc-Corp is a parent holding company of a number of banking institutions, and Associated Trust Company, National Association, is a banking institution. By signing Schedule 13G to which this is an exhibit, all institutions agree to file as a group and pursuant to Rule 13d-1(f)(1) as well; although they may not in fact constitute a group pursuant to Section 13d(3)of the Securities Exchange Act.

Item 9.  Notice of Dissolution of Group.

     Not applicable.

Item 10.  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

CUSIP No. 045487105 Page 5 of 5 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Dated: February 9, 2005

ASSOCIATED BANC-CORP


By: /s/ Brian R. Bodager
  
  Brian R. Bodager
Chief Administrative Officer,
General Counsel and Corporate Secretary		  

ASSOCIATED TRUST COMPANY,
  NATIONAL ASSOCIATION

By: /s/ Mark J. McMullen
  
  Mark J. McMullen
Chairman and Chief Executive Officer		  
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