8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 1, 2005

Date of Report (Date of earliest event reported)

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 Number)

711 Main Street
Box 810
Jasper, Indiana
(Address of principal executive offices) 47546
(Zip Code)

Registrant’s telephone number, including area code: (812) 482-1314

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On November 1, 2005, German American Bancorp (the “Company” or “German American”), issued a press release announcing its results for the quarter and nine months ended September 30, 2005 and making other disclosures. A copy of the press release and the consolidated financial statements that were included with that press release is furnished herewith as Exhibit 99 and is incorporated herein by reference.

The information incorporated by reference herein from Exhibit 99 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

Quarterly Dividend

As announced in the press release that is furnished as Exhibit 99 to this report, the Company's Board of Directors has declared a cash dividend of $0.14 per share which will be payable on November 20, 2005 to shareholders of record as of November 10, 2005.

Eclipse Bank Investment

The Company has completed its previously announced subscription to purchase shares representing 9.0% of the initial offering of common stock of Eclipse Bank, Inc., a new bank that has recently commenced banking operations in Saint Matthews, Kentucky (part of the Louisville, Kentucky banking market), for a total purchase price of $1,350,000. In connection with that investment, the Company also has acquired the right to purchase additional shares of common stock of Eclipse Bank, Inc., from Eclipse Bank, Inc. (at the rate of one option share for each ten shares purchased by German American as part of its subscription) at the initial subscription price for a period of ten years, and is entitled to exercise certain board representation and other rights.

The closing of the investment in Eclipse Bank, Inc., completes a series of three similarly structured investments that the Company has made in new or recent start-up community-based banks located in the larger metropolitan markets adjacent to German American's existing Southwestern Indiana geographic market area. The Company in the third quarter of 2004 completed an investment in shares representing 9.9% of the common stock of the Bank of Evansville, of Evansville, Indiana. In June 2005, the Company completed an investment in shares representing 9.7% of the common stock of Symphony Bancorp, a bank holding company for Symphony Bank, a newly-chartered bank which serves Hamilton County, Indiana, and northern Indianapolis, Indiana markets.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibits

99 Press release issued by the Company on November 1, 2005. This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURE

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

By:  /s/ Mark A. Schroeder

Mark A. Schroeder, President and
Chief Executive Officer

Dated:  November 2, 2005

EXHIBIT INDEX

99 Press release issued by the Company on November 1, 2005. This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

EX-99

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 3

JASPER, INDIANA NOVEMBER 1, 2005 GERMAN AMERICAN BANCORP REPORTS INCREASED 3RD QUARTER AND YEAR-TO-DATE EARNINGS

German American Bancorp (NASDAQ: GABC) announced today that its third quarter and year-to-date earnings per share increased by approximately 5% and 10%, respectively, over last year’s same period results.

The Company’s net income for the third quarter was $2,471,000, or $0.23 per share, increasing by $95,000 from reported net income of $2,376,000, or $0.22 per share, in the third quarter of 2004. 2005 year-to-date net income totaled $7,290,000, or $0.67 per share, while the nine months’ earnings for 2004 were $6,660,000, or $0.61 per share.

The earnings increases in 2005, both for the quarter and on a year-to-date basis, were driven by improvements in virtually every category of the Company’s income statement. The Company’s results reflected improvement in both net interest income and non-interest income coupled with lower levels of operating expenses. The earnings enhancements from these three major areas of Company operations was slightly reduced by a somewhat higher level of provision for loan losses.

Commenting on the Company’s positive operating trends, Mark A. Schroeder, President & CEO of German American Bancorp stated, “Throughout the past year and the past several years, we have maintained our focus on our Company’s core operating fundamentals. While the general level of market interest rates and slope of the yield curve has presented a challenging environment in which to enhance profitability, we are very pleased that our steadfast commitment to remaining focused on growing our revenue base while controlling our operating overhead is paying dividends in terms of earnings growth.”

The Company had previously announced the completion, effective October 1, 2005, of its acquisition of PCB Holding Company of Tell City, Indiana and its pending acquisition of Stone City Bancshares, Inc. of Bedford, Indiana. The completion of the Stone City merger, which is expected to be finalized during the first quarter of 2006, is subject to

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 3

regulatory approvals and other customary closing conditions. Under the terms of this transaction, Stone City’s subsidiary bank, Stone City Bank, will continue operations as an independent, state chartered banking institution.

The Company also announced that its Board had declared a regular quarterly cash dividend of $0.14 per share which will be payable on November 20, 2005 to shareholders of record as of November 10, 2005.

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.

Forward-Looking Statements

The Company’s statements in this press release regarding its financial performance may be deemed to include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that, by their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. Changes in the Company’s net interest income may vary materially from those that are presently expected, if interest rates should decline or not increase. Other factors that could cause net interest income and earnings to vary from those that are expected, or those that have historically been achieved in recent periods, include the effects of changes in competitive conditions; the introduction, withdrawal, success and timing of asset/liability management strategies or of business initiatives and business strategies; changes in customer borrowing, repayment, investment and deposit practices; changes in fiscal, monetary and tax policies; changes in financial and capital markets; changes in general economic conditions, either nationally or regionally, resulting in, among other things, credit quality deterioration; capital management activities; actions of the Federal Reserve Board; changes in accounting principles and interpretations; and legislative and regulatory actions and reforms. These forward-looking statements speak only as of the date of this press release and the Company undertakes no obligation to update any such forward-looking statement to reflect events or circumstances that occur after the date hereof.

GERMAN AMERICAN BANCORP
(unaudited, dollars in thousands except per share data)

Consolidated Balance Sheets

	September 30,
	2005			2004
ASSETS
Cash and Due from Banks	$	22,761		$	25,310
Short-term Investments		8,982			8,054
Investment Securities		189,464			202,159
Loans Held-for-Sale		2,779			1,220
Loans, Net of Unearned Income		625,618			627,289
Allowance for Loan Losses		(9,370	)		(8,897	)
Net Loans		616,248			618,392
Stock in FHLB and Other Restricted Stock		13,829			13,400
Premises and Equipment		19,867			20,729
Other Assets		43,945			38,323
TOTAL ASSETS	$	917,875		$	927,587
LIABILITIES
Non-interest-bearing Demand Deposits	$	119,772		$	121,963
Interest-bearing Demand, Savings, and
Money Market Accounts		283,490			282,895
Time Deposits		308,386			319,924
Total Deposits		711,648			724,782
Borrowings		111,283			107,137
Other Liabilities		10,532			11,962
TOTAL LIABILITIES		833,463			843,881
SHAREHOLDERS' EQUITY
Common Stock and Surplus		76,438			78,029
Retained Earnings		8,512			6,487
Accumulated Other Comprehensive Loss		(538	)		(810	)
TOTAL SHAREHOLDERS' EQUITY		84,412			83,706
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY	$	917,875		$	927,587
BOOK VALUE PER SHARE	$	7.80		$	7.68
END OF PERIOD SHARES OUTSTANDING		10,827,205			10,898,241

GERMAN AMERICAN BANCORP
(unaudited, dollars in thousands except per share data)

Consolidated Statements of Income

	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
INTEREST INCOME
Interest and Fees on Loans	$	10,514	$	9,833	$	30,502	$	29,280
Interest on Short-term Investments		55		21		194		69
Interest and Dividends on Investment Securities		2,007		2,103		6,056		6,272
TOTAL INTEREST INCOME		12,576		11,957		36,752		35,621
INTEREST EXPENSE
Interest on Deposits		3,427		2,818		9,398		8,937
Interest on Borrowings		1,168		1,239		3,399		3,571
TOTAL INTEREST EXPENSE		4,595		4,057		12,797		12,508
Net Interest Income		7,981		7,900		23,955		23,113
Provision for Loan Losses		552		288		1,725		1,528
Net Interest Income after
Provision for Loan Losses		7,429		7,612		22,230		21,585
NON-INTEREST INCOME
Other Operating Income		3,254		2,843		9,987		9,211
Net Gain on Sales of Loans and Related Assets		234		278		699		823
Net Gain on Securities		—		—		—		5
TOTAL NON-INTEREST INCOME		3,488		3,121		10,686		10,039
NON-INTEREST EXPENSE
Salaries and Benefits		4,465		4,534		13,592		13,644
Other Operating Expenses		3,060		3,291		9,579		9,895
TOTAL NON-INTEREST EXPENSE		7,525		7,825		23,171		23,539
Income before Income Taxes		3,392		2,908		9,745		8,085
Income Tax Expense		921		532		2,455		1,425
NET INCOME	$	2,471	$	2,376	$	7,290	$	6,660
EARNINGS PER SHARE & DILUTED EARNINGS PER SHARE	$	0.23	$	0.22	$	0.67	$	0.61
WEIGHTED AVERAGE SHARES OUTSTANDING		10,826,729		10,898,241		10,851,022		10,920,123
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING		10,831,620		10,929,870		10,856,984		10,954,121