-----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, Mo74UrjFkLEjdNf4qnwemHu9uWeCH2n/YSXzW4Ql3Mejsy/Zs9V3OOsogeF9Hhvp aDFrtrjsXvp/O9q62dLxUQ== /in/edgar/work/0000927946-00-000152/0000927946-00-000152.txt : 20001115 0000927946-00-000152.hdr.sgml : 20001115 ACCESSION NUMBER: 0000927946-00-000152 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000816 FILED AS OF DATE: 20001114 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: 764157 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 August 16, 2000 [ ] Transitional report pursuant to Section 15(d) of the Securities Exchange Act of 1934 Commission file number: 333-80605 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: German American Bancorp 1999 Employee Stock Purchase 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 B. Signatures C. Exhibits Exhibit 23 -- Consent of Independent Auditors - (i) - GERMAN AMERICAN BANCORP EMPLOYEE STOCK PURCHASE PLAN Jasper, Indiana FINANCIAL STATEMENTS August 16, 2000 CONTENTS REPORT OF INDEPENDENT AUDITORS................................................1 FINANCIAL STATEMENTS STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS...........................2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS................3 NOTES TO FINANCIAL STATEMENTS............................................4 - (ii) - REPORT OF INDEPENDENT AUDITORS Plan Administrator German American Bancorp Employee Stock Purchase Plan Jasper, Indiana We have audited the accompanying statement of net assets available for benefits of the German American Bancorp Employee Stock Purchase Plan as of August 16, 2000, and the related statement of changes in net assets available for benefits for the year ended August 16, 2000. 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 financial position of the German American Bancorp Employee Stock Purchase Plan as of August 16, 2000, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Crowe, Chizek and Company LLP Crowe, Chizek and Company LLP Indianapolis, Indiana September 29, 2000 - 1 - GERMAN AMERICAN BANCORP EMPLOYEE STOCK PURCHASE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS August 16, 2000 - -------------------------------------------------------------------------------- ASSETS Cash $ 199,202 ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 199,202 ============ See accompanying notes. - 2 - GERMAN AMERICAN BANCORP EMPLOYEE STOCK PURCHASE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended August 16, 2000 - -------------------------------------------------------------------------------- Additions to net assets attributed to: Contributions Participants $ 199,202 Employers - ------------ Total additions 199,202 Deductions from net assets attributed to: Benefits paid to participants - ------------ Total deductions - ------------ Net increase 199,202 Net assets available for benefits Beginning of year - ------------ End of year $ 199,202 ============ See accompanying notes. - 3 - GERMAN AMERICAN BANCORP EMPLOYEE STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS August 16, 2000 - -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF PLAN The following description of the German American Bancorp Employee Stock Purchase Plan (Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General: The purpose of the Plan is to provide eligible employees of German American Bancorp (the Company) and its subsidiaries an opportunity to purchase common shares of the Company financed by payroll deductions. The Plan provides for the purchase of up to 425,000 shares of common stock, which the Company may obtain by purchases on the open market or from private sources, or by issuing authorized but unissued common shares. The plan covers all employees of the Company and its subsidiaries who have completed six months of service prior to the start of the plan year, with customary employment of at least 20 hours per week. The Company shall determine the participant purchase price for common shares under the plan, which price shall be in the range from 85% to 100% of the fair market value of the common shares at the beginning or end of the Plan year. Contributions: Eligible employees must elect to participate in the plan before the start of the plan year and may make contributions up to $25,000 of their total compensation. Employees may modify deferrals once during the plan year or may elect to terminate participation at any point during the plan year. Upon terminating participation, the balance in the participant account shall be paid to the employee. Participant Accounts: Each participant's account is credited with the participant's contributions through payroll deductions. At the end of the Plan year, the balance of participant accounts will be used to purchase the number of whole and fractional shares of Company common stock that may be purchased for the participant purchase price. For the Plan year ended August 16, 2000, the participant purchase price determined by the Company was 85% of the lower of the fair market value of common shares at the beginning of the Plan year or the fair market value at the end of the plan year. Retirement, Termination and Death: A participant is entitled to 100% of his or her account balance upon retirement, termination or death. Payment of Benefits: Certificates for common shares purchased under the Plan may be registered only in the name of the participating employee, or in his or her name jointly with a member of his or her family, with right of survivorship. There are no restrictions imposed by the Plan on the resale of common shares purchased under the plan. - 4 - NOTE 2 - SUMMARY OF ACCOUNTING POLICIES Use of Estimates: The preparation of financial statements requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from these estimates. Employer Contributions: The Company contributes the difference between the cost of shares acquired on the open market or from private sources and the participant purchase price. The Company may elect to issue shares to participants rather than acquiring shares on the open market. Since the Company has no obligation to contribute cash to the Plan, employer contributions are recorded when received. Payment of Benefits: Benefits are recorded when paid. NOTE 3 - RELATED PARTY TRANSACTIONS The cash of the Plan is held in a checking account at German American Bank, a wholly-owned subsidiary of the Company. See also Note 6. NOTE 4 - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right to terminate or amend the Plan at any time. The Plan may continue until all the stock allocated to the Plan has been issued or until after the tenth plan year-end is completed, whichever is earlier. The Plan year ended August 16, 2000 is the first Plan year. NOTE 5 - TAX STATUS The Plan is not qualified under Section 401(a) of the Internal Revenue Code of 1986 (the "Code") and is not subject to any provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and the provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirement of that Section of the Code. NOTE 6 - SUBSEQUENT EVENT In August 2000, the Company purchased 17,200 common shares on the open market for $239,193. Funding for the purchase of the common stock was from employee contributions totaling $199,202 and Company contributions of $39,991. - 5 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Human Resources Committee, acting as the administrator of the German American Bancorp 1999 Employee Stock Purchase Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereto duly authorized, on November 14, 2000. German American Bancorp1999 Employee Stock Purchase Plan (Name of Plan) By: /s/ Mark A. Schroeder ------------------------------------- Mark A. Schroeder, a member of the Human Resources Committee - 6 - EX-23 2 0002.txt CONSENT OF INDEPENDENT AUDITORS Consent of Independent Auditors We consent to the incorporation by reference in Registration Statement No. 333-80605 of German American Bancorp on Form S-8 of our report dated September 29, 2000 on the financial statements of the German American Bancorp Employee Stock Purchase Plan as of and for the year ended August 16, 2000, included in this Annual Report on Form 11-K. /s/ Crowe, Chizek and Company LLP Crowe, Chizek and Company LLP November 13, 2000 Indianapolis, Indiana -----END PRIVACY-ENHANCED MESSAGE-----