-----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, N/BBDCS8GtcswO6H6tuR7JeJbN9KZEEhN2BFkMUsHlMXSR0lZvUDNl7BDzi1lqzE BBdrPkydcKB2HuaIMi52/g== /in/edgar/work/20000628/0000927946-00-000080/0000927946-00-000080.txt : 20000920 0000927946-00-000080.hdr.sgml : 20000920 ACCESSION NUMBER: 0000927946-00-000080 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GERMAN AMERICAN BANCORP CENTRAL INDEX KEY: 0000714395 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 351547518 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-15877 FILM NUMBER: 663187 BUSINESS ADDRESS: STREET 1: 711 MAIN ST STREET 2: P O BOX 810 CITY: JASPER STATE: IN ZIP: 47546 BUSINESS PHONE: 8124821314 MAIL ADDRESS: STREET 1: 711 MAIN STREET CITY: JASPER STATE: IN ZIP: 47546 FORMER COMPANY: FORMER CONFORMED NAME: GAB BANCORP DATE OF NAME CHANGE: 19950510 11-K 1 0001.txt 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the year ending December 31, 1999 [ ] Transitional report pursuant to Section 15(d) of the Securities Exchange Act of 1934 Commission file number: 333-81837 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: The Doty Agency, Inc. 401(k) Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: German American Bancorp 711 Main Street, Box 810 Jasper, Indiana 47546-3042 REQUIRED INFORMATION A. Financial Statements and Schedules: Report of Independent Auditors Statements of Net Assets Available for Benefits Statement of Changes in Net Assets Available for Benefits Notes to Financial Statements Schedule of Assets Held for Investment Purposes at End of Year Schedule of Investment Assets Both Acquired and Disposed B. Exhibits Consent of Independent Auditors SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned hereto duly authorized. The Doty Agency, Inc. 401(k) Plan (Name of Plan) Date: June 28, 2000 German American Bank, Trustee /s/ Bonnie S. Hochgesang ----------------------------------- Bonnie S. Hochgesang, AVP&T.O. CONTENTS REPORT OF INDEPENDENT AUDITORS ............................................. 1 FINANCIAL STATEMENTS STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - DECEMBER 31, 1999 .................................................. 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - FOR THE PERIOD FROM JULY 1, 1999 TO DECEMBER 31, 1999 ................................................... 3 NOTES TO FINANCIAL STATEMENTS .......................................... 4 SUPPLEMENTAL INFORMATION SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR ....................................................... 8 SCHEDULE OF INVESTMENT ASSETS BOTH ACQUIRED AND DISPOSED ............................................................. 9 REPORT OF INDEPENDENT AUDITORS Plan Administrator The Doty Agency, Inc. 401(k) Plan Petersburg, Indiana We have audited the accompanying statements of net assets available for benefits of The Doty Agency, Inc. 401(k) Plan as of December 31, 1999 and the related statement of changes in net assets available for benefits for the period from July 1, 1999 (date of inception) to December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999, and the changes in net assets available for benefits for the period from July 1, 1999 (date of inception) to December 31, 1999 in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as whole. The supplemental schedule of assets held for investment purposes and the schedule of investment assets both acquired and disposed are presented for the purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations of Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Crowe, Chizek and Company LLP -------------------------------------------------- Crowe, Chizek and Company LLP South Bend, Indiana May 25, 2000 1 THE DOTY AGENCY, INC. 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1999 - -------------------------------------------------------------------------------- 1999 ---- ASSETS Investments (Notes 2 and 4) $ 35,758 Receivables Employer contribution 269 Participant contributions 134 Income 21 -------------- 424 -------------- NET ASSETS AVAILABLE FOR BENEFITS $ 36,182 ============== [FN] See accompanying notes to financial statements. 2
THE DOTY AGENCY, INC. 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the period from July 1, 1999 (date of inception) to December 31, 1999 - -------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income Net appreciation in fair value of investments (Note 4) $ 2,200 Interest and dividends 206 ------- 2,406 Contributions Employer's 9,348 Participants 24,428 ------- 33,776 ------- Net increase 36,182 Net assets available for benefits Beginning of period -- ------- End of period $36,182 ======= See accompanying notes to financial statements.
3 THE DOTY AGENCY, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1999 - -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF PLAN The following description of The Doty Agency, Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: The Plan is a defined-contribution plan covering all employees of The Doty Agency, Inc. (the Company) who have one year of service. The Company is a wholly owned subsidiary of German American Bancorp. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan was established in 1999. All employees who were participants in the German American Bancorp Employees Profit Sharing Plan and employed by The Doty Agency, Inc. became participants in the Plan as of the effective date. The Plan has an effective date of July 1, 1999 and activity of the Plan included in the statement of changes in net assets available for plan benefits was from July 1, 1999 to December 31, 1999. The Plan allows transfers of participant balances from the German American Bancorp Employees Profit Sharing Plan, although no fund transfers occurred in 1999. Contributions: Each year, participants may contribute up to 15% of pretax annual compensation, as defined in the Plan. Participants may also rollover amounts representing distributions from other qualified defined benefit or defined contribution retirement plans. The Company may, at the discretion of the board of directors, make a matching contribution to the Plan. During 1999, the Company matching contribution was equal to 50% of the first 6% of compensation deferred into the Plan by a participant. Contributions are subject to certain general limitations imposed by the Internal Revenue Service (IRS). Participant Accounts: Each participant's account is credited with the participant's own contribution and their share of the Company's contributions. Allocation of earnings is based on participants' account balances. The benefit to which a participant is entitled is that provided from the participant's vested account. Forfeited balances of terminated participants' nonvested accounts are used to reduce Company's liability for future matching contributions to the Plan. 4 THE DOTY AGENCY, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1999 - -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF PLAN (Continued) Vesting: Participants are immediately vested in their own contributions and rollovers plus earnings thereon. Vesting in the Company's matching contribution of their accounts plus earnings thereon is based on years of service, as defined in the Plan, based on the following schedule: Years of Vesting Service Percentage ------- ---------- 0-2 0% 3 20% 4 40% 5 60% 6 80% 7 100% A participant is entitled to 100% of his or her account balance upon retirement, death or disability. Payment of Benefits: On termination of service, a participant will receive a lump sum amount equal to the value of his or her vested interest in their account. Balances are generally paid as a single lump-sum distribution. However, participants have the option of receiving payment of amounts transferred from the German American Bancorp Employees' Profit Sharing Plan in the form of a single life or a joint and last survivor annuity. These transferred amounts may also be paid to the participant in the form of periodic installments. As of December 31, 1999, no amounts had been transferred from the German American Bancorp Employees' Profit Sharing Plan. Participant Loans: Participants may borrow from the Plan. The amount which can be borrowed is a maximum generally equal to the lesser of $50,000 or 50 percent of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loan fund. Loan terms generally range from 1-5 years. The loans are secured by the vested balance in the participant's account and bear interest at a rate commensurate with prevailing rates as determined by the Plan administrator. Principal and interest are paid through payroll deductions. 5 THE DOTY AGENCY, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1999 - -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting: The financial statements of the Plan are prepared under the accrual basis of accounting. Investment Valuation: The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. The German American Bancorp stock is valued at its quoted market price. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates. Payment of Benefits: Benefits are recorded when paid. NOTE 3 - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time, subject to the provisions of ERISA and its related regulations. In the event of Plan termination, participants will become 100 percent vested in their accounts. NOTE 4 - INVESTMENTS The following table presents investments that represent 5 percent or more of the Plan's net assets. December 31, 1999 ------------ Stable Asset Fund, 4606.86 shares $ 4,607 Diversified Conservative Fund, 187.49 shares 2,151 Diversified Conservative Income Fund, 173.78 shares 1,979 Diversified Global Growth Fund, 644.01 shares 9,602 Diversified Moderate Growth Fund, 206.73 shares 2,905 Diversified U.S. Stock Fund, 773.41 shares 13,774 6 THE DOTY AGENCY, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1999 - -------------------------------------------------------------------------------- NOTE 4 - INVESTMENTS (Continued) During 1999 the Plan's investments (including investments bought, sold, and held during the year) appreciated in value by $2,200 as follows: Year Ended December 31, 1999 Mutual Funds $ 2,464 Common stock (264) -------- $ 2,200 NOTE 5 - PARTY-IN-INTEREST Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the plan, any party rendering service to the plan, the employer and certain others. Certain professional fees related to the administration of the Plan were paid by the Company. The Company is a wholly owned subsidiary of German American Bancorp. Therefore, the Plan's investments in German American Bancorp common stock qualify as party-in-interest investments. NOTE 6 - TAX STATUS The Plan has not been submitted to the Internal Revenue Service for a determination letter as to the qualification of the Plan and the tax-exempt status of the Trust. However, the Plan administrator believes that the Plan is designed and continues to be operated in compliance with applicable provisions of the IRC. 7
THE DOTY AGENCY, INC. 401(k) PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR December 31, 1999 - -------------------------------------------------------------------------------- Attachment to Form 5500, Schedule H, Part IV, Line 4i Name of Plan Sponsor: The Doty Agency, Inc. Employer Identification Number: 35-1985025 Three-Digit Plan Number: 001 (c) (b) Description of (a) Identity of Issue, Investment Including Borrower, Number of Shares, Lessor, or Rate of Interest and (d) (e) Similar Party Maturity Dates Cost Fair Value ------------- -------------------- ---- ---------- SEI Stable Asset Fund 4,606.86 shares ** $ 4,607 SEI Diversified Conservative Fund 187.49 shares ** 2,151 SEI Diversified Conservative Income Fund 173.78 shares ** 1,979 SEI Diversified Global Growth Fund 644.01 shares ** 9,602 SEI Diversified Moderate Growth Fund 206.73 shares ** 2,905 SEI Diversified U.S. Stock Fund 773.41 shares ** 13,774 * German American Bancorp common stock 42 shares ** 740 ------ $ 35,758 ========== * Denotes party-in-interest ** Participant directed investments, cost basis not presented
8
THE DOTY AGENCY, INC. 401(K) PLAN SCHEDULE OF INVESTMENT ASSETS BOTH ACQUIRED AND DISPOSED For the period form July 1, 1999 (Date of Inception) to December 31, 1999 - ----------------------------------------------------------------------------------------------- Attachment to Form 5500, Schedule H. Part IV, Line 4i Name of Plan Sponsor: The Doty Agency, Inc. Employer Identification Number: 35-1985025 Three-Digit Plan Number: 001 (c) Description of Investment Including Maturity Date, (e) (b) Rate of Interest, Par or (d) Current (a) Identity of Issue Maturity Value Cost Value ----------------- -------------- ---- ------- SEI Stable Asset Fund 54.14 shares $** $ 54.14 SEI Diversified Conservative Fund 1.017 shares ** 11.52 SEI Diversified Conservative Income Fund 2.514 shares ** 28.78 SEI Diversified Global Growth Fund 6.617 shares ** 92.18 SEI Diversified U.S. Stock Fund 3.349 shares ** 55.30 ** Participant directed investments, cost basis not presented.
9 EX-23.1 2 0002.txt CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement No. 333-81837 of German American Bancorp on Form S-8 of our report dated May 25, 2000 incorporated on Form 11-K of The Doty Agency, Inc. 401(k) Plan for the year ended December 31, 1999. /s/ Crowe, Chizek and Company LLP -------------------------------------------------- Crowe, Chizek and Company LLP South Bend, Indiana June 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----