0001188112-11-003555.txt : 20111227 0001188112-11-003555.hdr.sgml : 20111226 20111227090014 ACCESSION NUMBER: 0001188112-11-003555 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111226 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111227 DATE AS OF CHANGE: 20111227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: West End Indiana Bancshares, Inc. CENTRAL INDEX KEY: 0001523854 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-175509 FILM NUMBER: 111281194 BUSINESS ADDRESS: STREET 1: 34 SOUTH 7TH STREET CITY: RICHMOND STATE: IN ZIP: 47374 BUSINESS PHONE: (765) 962-9587 MAIL ADDRESS: STREET 1: 34 SOUTH 7TH STREET CITY: RICHMOND STATE: IN ZIP: 47374 8-K 1 t72212_8k.htm FORM 8-K t72212_8k.htm


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): December 26, 2011

WEST END INDIANA BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)

Maryland
333-175509
36-4713616
(State or Other Jurisdiction)
(Commission File No.)
(I.R.S. Employer
of Incorporation)
 
Identification No.)


34 South 7th Street, Richmond, Indiana
47374
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (765) 962-9587

Not Applicable
(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 7.01.
Regulation FD Disclosure.

On December 26, 2001, West End Indiana Bancshares, Inc. (the “Registrant”) issued a press release announcing the closing of the Registrant’s stock offering and announcing that the consummation of the stock offering and the mutual to stock conversion of West End Bank, MHC is expected to occur on Tuesday, January 10, 2012, with the Registrant’s common stock expected to begin trading on the OTC Bulletin Board on Wednesday, January 11, 2012. The Registrant has not yet been assigned a ticker symbol for its common stock. A press release giving details associated with the Registrant’s stock offering and the conversion closing is attached as Exhibit 99.1 to this report.
 
Item 9.01.
Financial Statements and Exhibits.
       
(a)
Financial Statements of Businesses Acquired.
Not Applicable.
 
(b)
Pro Forma Financial Information.
Not Applicable.
 
(c)
Shell Company Transactions.
Not Applicable.
 
(d)
Exhibit: 99.1
Press Release

 
 

 

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, hereunto duly authorized.
 
 
  WEST END INDIANA BANCSHARES, INC.  
       
       
DATE: December 26, 2011
By:
/s/ John P. McBride  
  John P. McBride  
  President and Chief Executive Officer  
       
 
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm  

EXHIBIT 99.1
 
FOR IMMEDIATE RELEASE
Contact: John P. McBride
(765) 962-9587
 
West End Indiana Bancshares, Inc.
Announces Completion Date of Stock Offering

Richmond, Indiana, December 26, 2011 – West End Indiana Bancshares, Inc. (the “Company”), the proposed holding company for West End Bank, S.B., announced today that it has completed its subscription and community stock offerings and expects to close its stock offering and the simultaneous mutual-to-stock conversion of West End Bank, MHC on Tuesday, January 10, 2012.

Shares of West End Indiana Bancshares, Inc. are expected to begin trading on Wednesday, January 11, 2012 on the OTC Bulletin Board. The Company has not yet been assigned a ticker symbol for its common stock. The completion of the stock offering remains subject to confirmation by RP Financial, LC, the Company’s independent appraiser, of the Company’s existing appraisal and receipt of final regulatory approvals, including approval of the amount of stock sold in the offering.

The Company has received and accepted subscription orders for 1,363,008 shares of its common stock which is 3,008 shares above the minimum of the offering range. Including the 38,000 shares being issued to the West End Bank Charitable Foundation, it is expected that there will be 1,401,008 shares issued and outstanding at the completion of the transaction.

At a special meeting of the members of West End Bank, MHC on December 16, 2011, the members of West End Bank, MHC approved West End Bank, MHC’s Plan of Conversion and Reorganization and also approved the establishment of the West End Bank Charitable Foundation and the funding of the charitable foundation with 38,000 shares ($380,000 based upon the $10.00 per share offering price) and $125,000 in cash.

For questions relating to the offering, please contact the Stock Information Center at (877) 298-6520. Stock certificates will be processed promptly after the close of the transaction.

The subscription offering and community offering was managed by Keefe, Bruyette & Woods, Inc. Luse Gorman Pomerenk & Schick, P.C. acted as counsel to West End Indiana Bancshares, Inc., West End Bank, MHC and West End Bank, S.B.

About West End Bank, S.B.

West End Bank, S.B., an Indiana-chartered savings bank, was organized in 1894 under the name West End Building and Loan Association and has operated continuously in Wayne County, Indiana since its founding.

The Bank is headquartered in Richmond, Indiana and provides financial services to individuals, families and businesses through its four banking offices and two additional limited service branch offices located in Wayne and Union Counties, Indiana.
 
 
 

 
 
Forward-Looking Statements

This press release contains forward-looking statements about the offering. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the offering, delays in receiving final regulatory approvals, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which West End Indiana Bancshares, Inc. and West End Bank, S.B. are engaged.

* * *
(End)