-----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, PSf/W9n26zgyh/XJRlJ6Gv+Hfbkt1pO2LOpZPdWEAPJ9F5U/o+RZ653BP9LvvVku K9aVgQwXSG/mBh2s5fv83g== 0000927946-05-000123.txt : 20051004 0000927946-05-000123.hdr.sgml : 20051004 20051003184741 ACCESSION NUMBER: 0000927946-05-000123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051001 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051004 DATE AS OF CHANGE: 20051003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GERMAN AMERICAN BANCORP CENTRAL INDEX KEY: 0000714395 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351547518 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15877 FILM NUMBER: 051119045 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 8-K 1 gabc8k.htm GABC FORM 8K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):

October 1, 2005

 

German American Bancorp

(Exact Name of Registrant as Specified in Its Charter)

 

Indiana

(State or Other Jurisdiction of Incorporation)

 

0-11244

(Commission File Number)

35-1547518

(IRS Employer Identification No.)

 

 

711 Main Street

Box 810

Jasper, Indiana

(Address of Principal Executive Offices)

47546

(Zip Code)

 

 

 

 

(812) 482-1314

(Registrant’s Telephone Number, Including Area Code)

 

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 8.01. Other Events.

 

Effective October 1, 2005, German American Bancorp completed its acquisition of PCB Holding Company by merger of PCB into German American. Information regarding this acquisition is included in German American's press release issued October 3, 2005, which is filed as part of this report as Exhibit 99 and incorporated herein by reference.

 

 

Item 9.01.

Financial Statements And Exhibits.

 

(c)

Exhibits

 

99

Press Release issued by German American Bancorp on October 3, 2005.

 

 

 

 

 

 

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.

 

 

 

 

GERMAN AMERICAN BANCORP

 

 

Date: October 3, 2005

By:  /s/  Mark A. Schroeder


Mark A. Schroeder, President

 

 

 

 

 

EXHIBIT INDEX

 

99

Press release issued by German American Bancorp on October 3, 2005.

 

 

 

 

 

EX-99 2 gabcexhibit99.htm PRESS RELEASE

GERMAN AMERICAN BANCORP

 

NEWS RELEASE

 

For additional information, contact:

Mark A Schroeder, President/CEO of German American Bancorp

Bradley M. Rust, Senior Vice President/CFO of German American Bancorp

(812) 482-1314

 

 

Page 1 of 2

 

 

JASPER, INDIANA

OCTOBER 3, 2005

GERMAN AMERICAN BANCORP COMPLETES ACQUISITION OF PCB HOLDING COMPANY

 

 

German American Bancorp (NASDAQ: GABC) announced that it has completed the previously announced merger transaction with PCB Holding Company, the parent company of Peoples Community Bank of Tell City, Indiana. Concurrently with the merger, Peoples Community Bank merged with and into First State Bank, Southwest Indiana, German American’s Tell City based banking affiliate. These mergers became effective on October 1, 2005.

 

In connection with this acquisition, German American will issue approximately 257,000 shares of German American’s common stock, and will pay approximately $3.2 million in cash, to PCB's former shareholders, for a total transaction value (based on current market values) of approximately $6.7 million. Each share of PCB was converted in the merger into the right to receive a cash payment of $9 per share and 0.7143 shares of German American common stock.

 

As of June 30, 2005, Peoples Community Bank had consolidated total assets of approximately $35 million and deposits of approximately $28 million, and operated from two banking locations in Tell City, Indiana.

 

Mark A. Schroeder, President & Chief Executive Officer of German American stated, “The addition of Peoples Community Bank to our growing family of community banks represents a next step in our continuing efforts to provide a vehicle by which smaller community banks can join forces to become more competitive. As a community-focused financial services holding company, German American is firmly committed to a strategic operating philosophy which focuses on the winning combination of local management decision-making coupled with a full array of financial products and services. I am pleased to welcome the customers, employees, and shareholders of PCB Holding Company to the German American Bancorp family.”

 

Mr. Schroeder continued, "PCB shareholders who hold certificates directly in their names should receive materials from our transfer agent shortly, instructing them as to how to surrender their certificates in exchange for certificates representing German

 

GERMAN AMERICAN BANCORP

 

NEWS RELEASE

 

For additional information, contact:

Mark A Schroeder, President/CEO of German American Bancorp

Bradley M. Rust, Senior Vice President/CFO of German American Bancorp

(812) 482-1314

 

 

Page 2 of 2

 

American common stock and a check representing their cash payment under the merger agreement."

 

James G. Tyler, Chairman of PCB, commented, “There is no doubt that this merger will benefit Peoples customers as well as the Tell City and Perry County community. Our philosophy of community banking and service to our customers is consistent with that of First State Bank and the entire German American organization. The merger will provide our customers the same personal, community banking experience, but with the added benefit of access to the resources and cutting edge products of German American."

 

German American Bancorp is a financial services holding company based in Jasper, Indiana. The Company’s Common Stock is traded on NASDAQ’s National Market System under the symbol GABC. The Company operates five affiliated community banks with 28 retail banking offices in the eight contiguous Southwestern Indiana counties of Daviess, Dubois, Gibson, Knox, Martin, Perry, Pike, and Spencer. The Company also operates German American Financial Advisors & Trust Company, a trust, brokerage and financial planning subsidiary operating from the banking offices of the bank subsidiaries and German American Insurance, Inc., a full-line property and casualty insurance subsidiary with five independent insurance offices throughout its market area. The Company’s lines of business include retail and commercial banking, mortgage banking, comprehensive wealth management, full service brokerage and trust administration, title insurance, and a full range of personal and corporate insurance products.

 

 

 

 

 

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