-----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, KM87KeznwaFW7Ta4yAy6g77MHy9CiMHBR6e2abtoMRBEwAeT/Gi30wyIj3XXEmSh 2weeJ0qWPrdT+a3TfLwAGw== 0000927946-99-000102.txt : 19990630 0000927946-99-000102.hdr.sgml : 19990630 ACCESSION NUMBER: 0000927946-99-000102 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 11-K SEC ACT: SEC FILE NUMBER: 000-11244 FILM NUMBER: 99655371 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 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, 1998 [ ] Transitional report pursuant to Section 15(d) of the Securities Exchange Act of 1934 Commission file number: 0-11244 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: German American Bancorp Employees' Profit Sharing Plan(1) (1) This Initial Form 11-K filing is being filed concurrently with the Form S-8 Registration Statement for the "German American Bancorp Employees' Profit Sharing 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 with Fund Information Notes to Financial Statements Schedule of Assets Held for Investment Purposes Schedule of Reportable Transactions 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. German American Bancorp Employees' Profit Sharing Plan (Name of Plan) Date June 29, 1999 German American Bank, Trustee By: /s/ Norman E. Kempf ------------------------------------ Norman E. Kempf, Vice President and Trust Officer GERMAN AMERICAN BANCORP EMPLOYEES' PROFIT SHARING PLAN FINANCIAL STATEMENTS December 31, 1998 and 1997 GERMAN AMERICAN BANCORP EMPLOYEES' PROFIT SHARING PLAN Jasper, Indiana FINANCIAL STATEMENTS December 31, 1998 and 1997 CONTENTS REPORT OF INDEPENDENT AUDITORS............................................ 1 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS)............................................... 3 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (MODIFIED CASH BASIS)......................... 4 NOTES TO FINANCIAL STATEMENTS......................................... 6 SUPPLEMENTAL SCHEDULES ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES............ 11 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS........................ 12 REPORT OF INDEPENDENT AUDITORS German American Bancorp Employees' Profit Sharing Plan Jasper, Indiana We have audited the statements of net assets available for benefits (modified cash basis) of German American Bancorp Employees' Profit Sharing Plan as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits (modified cash basis) for the year ended December 31, 1998. 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 audits. We conducted our audits 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 audits provide a reasonable basis for our opinion. As described in Note 1, these financial statements and supplemental schedules were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than generally accepted accounting principles. 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, 1998 and 1997 and the changes in net assets available for benefits for the year ended December 31, 1998 on the basis of accounting described in Note 1. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules (modified cash basis) of assets held for investment purposes and reportable transactions are presented for the purpose 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 for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information 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. Crowe, Chizek and Company LLP Indianapolis, Indiana April 21, 1999
GERMAN AMERICAN BANCORP EMPLOYEES' PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS) December 31, 1998 and 1997 1998 1997 ---- ---- Investments, at fair value SEI Stable Asset Fund $ 2,459,320 $ 2,130,359 SEI Diversified Conservative Fund 710,107 581,272 SEI Diversified Conservative Income Fund 800,923 508,632 SEI Diversified Global Growth Fund 1,460,497 1,651,861 SEI Diversified Moderate Growth Fund 5,671,320 4,716,578 SEI Diversified U.S. Stock Fund 4,574,798 3,535,543 Participant notes receivable 190,641 236,238 German American Bancorp Common Stock 299,709 - Cash and cash equivalents 1,342 350 --------------- ---------------- Net assets available for benefits $ 16,168,657 $ 13,360,833 =============== ================ See accompanying notes.
GERMAN AMERICAN BANCORP EMPLOYEES' PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (MODIFIED CASH BASIS) Year ended December 31, 1998 Participant Directed Diversified Diversified Diversified Stable Diversified Conservative Global Moderate Asset Conservative Income Growth Growth Fund Fund Fund Fund Fund Additions to net assets Attributed to: Investment income Interest and dividends $ 136,851 $ 45,765 $ 50,189 $ 90,479 $ 399,455 Net appreciation (depreciation) - 53,688 26,341 72,385 433,372 in fair value ------------- ------------ ------------- -------------- ------------- 136,851 99,453 76,530 162,864 832,827 Contributions Fund transfers from other plan 11,709 15,388 15,068 40,111 57,217 Rollovers 12,582 22,879 25,283 12,287 65,839 Participants' 27,597 21,509 12,397 49,733 78,400 Employer's 78,763 40,934 24,765 101,190 152,365 ------------- ------------ ------------- -------------- ------------- 130,651 100,710 77,513 203,321 353,821 ------------- ------------ ------------- -------------- ------------- Total additions 267,502 200,163 154,043 366,185 1,186,648 Deduction from net assets Attributed to: Benefits paid to participants 32,613 12,277 28,410 68,990 118,674 Administrative fee 2,149 665 632 1,520 5,206 ------------- ------------ ------------- -------------- ------------- Total deductions 34,762 12,942 29,042 70,510 123,880 ------------- ------------ ------------- -------------- ------------- Net increase prior to interfund transfers 232,740 187,221 125,001 295,675 1,062,768 Interfund transfers 96,221 (58,386) 167,290 (487,039) (108,026) ------------- ------------ ------------- -------------- ------------- Net increase/(decrease) 328,961 128,835 292,291 (191,364) 954,742 Net assets available for benefits Beginning of year 2,130,359 581,272 508,632 1,651,861 4,716,578 ------------- ------------ ------------- -------------- ------------- End of year $ 2,459,320 $ 710,107 $ 800,923 $ 1,460,497 $ 5,671,320 ============== ============ ============= ============== =============
GERMAN AMERICAN BANCORP EMPLOYEES' PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (MODIFIED CASH BASIS) Year ended December 31, 1998 Participant Directed Diversified U.S. Participant Stock Note GAB Fund Receivable Stock Cash Total Additions to net assets Attributed to: Investment income Interest and dividends $ 371,692 $ 20,233 $ 2,188 $ 848 $ 1,117,700 Net appreciation (depreciation) 354,646 - (51,334) - 889,098 in fair value ------------- ------------ ----------- ----------- ------------- 726,338 20,233 (49,146) 848 2,006,798 Contributions Fund transfers from other plan 11,715 - 11,533 - 162,741 Rollovers 10,563 - - - 149,433 Participants' 87,469 - 3,231 - 280,336 Employer's 167,309 - 3,231 833 569,390 ------------- ------------ ----------- ----------- ------------- 277,056 - 17,995 833 1,161,900 ------------- ------------ ----------- ----------- ------------- Total additions 1,003,394 20,233 (31,151) 1,681 3,168,698 Deduction from net assets Attributed to: Benefits paid to participants 129,685 (44,412) 71 - 346,308 Administrative fee 4,203 - 191 - 14,566 ------------- ------------ ----------- ----------- ------------- Total deductions 133,888 (44,412) 262 - 360,874 ------------- ------------ ----------- ----------- ------------- Net increase prior to interfund transfers 869,506 64,645 (31,413) 1,681 2,807,824 Interfund transfers 169,749 (110,242) 331,122 (689) - ------------- ------------ ----------- ----------- ------------- Net increase/(decrease) 1,039,255 (45,597) 299,709 992 2,807,824 Net assets available for benefits Beginning of year 3,535,543 236,238 - 350 13,360,833 ------------- ------------ ----------- ----------- ------------- End of year $ 4,574,798 $ 190,641 $ 299,709 $ 1,342 $ 16,168,657 ============= ============ =========== =========== ============= See accompanying notes.
GERMAN AMERICAN BANCORP EMPLOYEES' PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting: Except for the adjustment of investments from cost to fair value, the accounting records of the German American Bancorp Employees' Profit Sharing Plan (Plan) are maintained on the cash basis. Consequently, certain revenues are recognized when received rather than when earned and certain expenses are recognized when paid rather than when the obligation is incurred. Estimates: The preparation of financial statements in conformity with a modified cash basis of accounting requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from those estimates. Estimates susceptible to change in the near term include estimates of investment valuation. Investments Valuation and Income Recognition: Investments of the Plan are stated at aggregate fair value as determined by quoted market prices as of the last business day of the plan year. Cash and cash equivalents are stated at cost, which approximates fair value. In accordance with the policy of stating investments at fair value, the change in net unrealized appreciation or depreciation for the year is reflected in the statement of changes in net assets available for benefits. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the cash basis. Dividends are recorded on the ex-dividend date. Investment Contracts with Insurance Company: Before January 1, 1995, participants had the option to purchase insurance contracts. Participant contributions were used to purchase insurance for that individual participant. These contractual arrangements, under which funds are allocated to purchase insurance for individual participants, are considered allocated funding arrangements and are excluded from plan assets. The annual premiums on the outstanding contracts are included with benefits paid to participants in the Statement of Changes in Net Assets Available for Benefits. Payment of Benefits: Benefits are recorded when paid. NOTE 2 - PLAN DESCRIPTION The following description of the Plan provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. NOTE 2 - PLAN DESCRIPTION (Continued) General: German American Bancorp owns 100% of its subsidiaries, German American Bank, Peoples National Bank, Citizens State Bank (which includes the subsidiary formerly known as Community Trust Bank) and First State Bank. All employees of the subsidiaries and the holding company (the sponsor) are eligible to participate in the Plan. The Plan is a defined contribution plan covering virtually all employees who have one year of service. A participant shall enter the Plan on the January 1 or July 1 following attainment of the eligibility requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions and Vesting: The Plan provides for salary deferral contributions by employees of up to 5% of total Plan compensation, not to exceed the maximum amount allowable by the IRS. The employers will match the employee contribution 100% up to 5% of the participant's compensation. The employers will from time to time make discretionary contributions which are allocated to each participant's matching account, as defined, or basic account, as defined. Participants are fully vested in all salary deferral contributions. Employer matching and discretionary contributions vest on a gradual schedule, but are fully vested when the participant has seven years of service. Any amounts forfeited upon termination of employment are reallocated to the regular accounts of the remaining participants based on compensation. Investment Options: Participants may change their investment options daily. Participants may designate their contributions and any employer contributions allocated to them may be invested in German American Bancorp common stock and any of the following investment options managed by SEI Investments: Stable Asset Fund: Funds are invested in guaranteed investment contracts (GICs) issued by major life insurance companies and money center banks. Diversified Conservative Fund: The Fund is allocated 60% to U.S. and international fixed income funds, and 40% to domestic and international equity funds. Diversified Conservative Income Fund: The Fund is allocated 55% to a U.S. fixed income fund, 25% to domestic equity funds, and 20% to a money market fund. Diversified Global Growth Fund: 80% of the Fund is allocated to equity funds, including a 64% allocation to domestic equity funds and a 16% allocation to international funds. The remaining 20% of the Fund includes allocations to domestic and international fixed income funds. NOTE 2 - PLAN DESCRIPTION (Continued) Diversified Moderate Growth Fund: The Fund is allocated 60% to equity funds, including a 48% allocation to domestic equity funds and a 12% allocation to an international equity fund. The remaining 40% is allocated to domestic and international fixed income funds, with approximately 1% allocated to a fund invested in money market instruments. Diversified U.S. Stock Fund: The Fund is allocated 99% to domestic equity funds including funds that invest in small and large-size companies. The Fund is allocated among managers who focus on small and large companies and who employ distinct styles of equity portfolio management, including value and growth. Participant Accounts: Each participant's account is credited with the participant's contribution and allocation of (a) the Employer's contribution, (b) Plan earnings, and (c) forfeitures of terminated participants' nonvested accounts. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Appreciation or depreciation in the value of each investment fund is allocated to the participating employees on a daily basis. The allocation is based upon the proportional relationship of the weighted average balance of each employee's account to the weighted average balance of all employees' accounts during the period. Payment of Benefits: Upon termination of service, a participant will receive the vested value of his or her account in a lump sum. A participant may withdraw all or a portion of the value of his or her vested interest prior to termination of employment upon meeting certain requirements as defined in the Plan Agreement. Retirement and Death: A participant or his beneficiary is entitled to 100% of his or her account balance upon retirement or death. Fund Transfers From Other Plans: Upon the acquisition of Citizens State Bank (CSB) assets from CSB's 401(k) plan were transferred to the German American Bank Plan. Participant Notes Receivable: The Plan provides that participants can borrow funds against their account balances limited to the lesser of $50,000 or 50% of the vested account balance as of the most recent allocation date at the time of the loan disbursement. Loan transactions increase or decrease Investments and Participant Notes Receivable in offsetting amounts. Loan terms range from 1-5 years. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with prevailing rates. Principal and interest is paid ratably through payroll deductions. For these short term participant notes receivable, the unpaid principal balance is a reasonable estimate of fair value. NOTE 3 - PARTY-IN-INTEREST TRANSACTIONS Parties-in-interest are defined under DOL regulations as any fiduciary of the plan, any party rendering service to the plan, the employers, and certain others. The German American Bank Trust Department acts as Trustee for the Plan, and Trustee fees are paid by the plan sponsor. Party-in-interest transactions during the year ended December 31, 1998, included employer contributions and the holding of the Plan's cash and investments by the German American Bank Trust Department. Administrative fees of $9,841 paid to McCready and Keene (Plan Administrator) and audit fees of $4,350 paid to Crowe, Chizek and Company LLP (auditor for the Plan and independent account for the Plan sponsor) were paid by the Plan. The Plan held the following party-in-interest investment (at market value) 1998 1997 ---- ---- German American Bancorp common stock 299,709 - NOTE 4 - PLAN TERMINATION Although it has not expressed any intent to do so, the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and its related regulations. In the event of plan termination, participants will become 100% vested in their accounts. NOTE 5 - TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated February 15, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan sponsor believes that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC. NOTE 6 - TERMINATED PARTICIPANTS Included in net assets available for benefits are amounts allocated to individuals who have withdrawn from the Plan. Vested amounts allocated to these participants were $305,697 and $26,419 at December 31, 1998 and 1997. GERMAN AMERICAN BANCORP EMPLOYEES' PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 A reconciliation of financial statement net assets available for benefits to total assets on Form 5500 follows: 1998 1997 ---- ---- Net assets available for benefits $ 16,168,657 $ 13,360,833 per financial statements Reconciling items Individual insurance contracts 96,489 176,202 Employer contribution receivable 327,237 287,612 Participant contribution receivable 26,898 22,975 Loan interest receivable 1,347 1,696 --------------- --------------- Total assets per Form 5500 $ 16,620,628 $ 13,849,318 =============== =============== A reconciliation of financial statement net increase in net assets to net income on Form 5500 for the year ended December 31, 1998 follows: 1998 Net increase in net assets per financial statements $ 2,807,824 Reconciling items Accrued employer contribution as of December 31, 1997 (287,612) Accrued participant contribution as of December 31, 1997 (22,975) Accrued loan interest receivable as of December 31, 1997 (1,696) Accrued employer contribution as of December 31, 1998 327,237 Accrued participant contribution as of December 31, 1998 26,898 Accrued loan interest receivable as of December 31, 1998 1,347 Net depreciation in insurance contracts (79,713) ------------- Net income per Form 5500 $ 2,771,310 ============= SUPPLEMENTAL SCHEDULES GERMAN AMERICAN BANCORP EMPLOYEES' PROFIT SHARING PLAN ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1998 Name of Plan Sponsor: German American Bancorp Employer Identification Number: 35-1547518 Three Digit Plan Number: 001
(c) Description of (b) Investment (a) Identity of Issue, Including Borrower, Number of Shares, Lessor, or Rate of Interest and (d) (e) Similar Party Maturity Dates Cost Fair Value SEI Stable Asset Fund 2,459,320 $ 2,459,320 $ 2,459,320 SEI Diversified Conservative Fund 61,058.21 651,565 710,107 SEI Diversified Conservative Income Fund 68,163.65 780,121 800,923 SEI Diversified Global Growth Fund 111,148.90 1,427,103 1,460,497 SEI Diversified Moderate Growth Fund 425,774.80 4,654,208 5,671,320 SEI Diversified U.S. Stock Fund 292,319.37 3,855,194 4,574,798 Participant notes receivable 9.25% to 9.75% 190,641 *German American Bancorp common stock 13,171.04 365,782 299,709 Cash 1,342 1,342 -------------- Various maturities $ 16,168,657 * Denotes party-in-interest investment
GERMAN AMERICAN BANCORP EMPLOYEES' PROFIT SHARING PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS Year ended December 31, 1998 Name of Plan Sponsor: German American Bancorp Employer Identification Number: 35-1547518 Three Digit Plan Number: 001
(f) Current (a) Value of Identity (b) (c) (d) (e) Asset on (g) of Party Description Purchase Selling Cost of Transaction Net Gain Involved of Asset Price Price Asset Date (Loss) - -------- -------- ----- ----- ----- ---- -------- Series of aggregate transactions which, in total, are in excess of 5% of Plan assets: SEI Stable Asset Fund $1,470,269 $ - $1,470,269 $1,470,269 $ - SEI Stable Asset Fund - 1,141,308 1,141,308 1,141,308 - SEI Diversified U.S. Stock Fund 1,161,898 - 1,161,898 1,161,898 - SEI Diversified U.S. Stock Fund - 848,982 597,862 848,982 251,120 SEI Diversified Global Growth Fund 748,592 - 748,592 748,592 - SEI Diversified Global Growth Fund - 1,102,821 910,979 1,102,821 191,842
EX-23.1 2 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement on Form S-8 of Germaln American Bancorp, relating to the German American Bancorp Employees' Profit Sharing Plan (the Plan), of our report, dated April 21, 1999, on the financial statements of the Plan as of December 31, 1998 and 1997 and for the year ended December 31, 1998, included in the Annual Report on Form 11-K of the Plan for the year ended December 31, 1998. Crowe, Chizek and Company LLP June 29, 1999 Indianapolis, Indiana -----END PRIVACY-ENHANCED MESSAGE-----