-----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, EJuoz2eWfOqtBjDm3nRrEN4p5A+dtkc5xVqA0TiQmrtOkh0avbcsq++gpdQk5DGA 1stQ6aztKrMHoBfDgiHm/A== 0000941965-98-000118.txt : 19981109 0000941965-98-000118.hdr.sgml : 19981109 ACCESSION NUMBER: 0000941965-98-000118 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981102 ITEM INFORMATION: FILED AS OF DATE: 19981106 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: SEC FILE NUMBER: 000-11244 FILM NUMBER: 98739475 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 GERMAN AMERICAN BANCORP 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 1998 GERMAN AMERICAN BANCORP (Exact name of registrant as specified in charter) Indiana 0-11244 35-1547518 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) 711 Main Street, Jasper, Indiana 47546 (Address of Principal Executive Offices) (812) 482-1314 (Registrant's telephone number, including area code) NA (Former Name and Former Address, if changed since last report) 2 Item 5. Other Events The Registrant has announced a 5% stock dividend, quarterly cash dividend and third quarter earnings. These actions are more completely described in the press release which is attached hereto as Exhibit 99. Exhibit No. Description 99 Press Release issued by the Registrant on November 2, 1998. 3 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: November 6, 1998 By /s/Mark A. Schroeder ---------------------- Mark A. Schroeder President/ Chief Operating Officer Date: November 6, 1998 By /s/John M. Gutgsell --------------------- John M. Gutgsell Vice President/ Controller EX-99 2 EXHIBIT 99 PRESS RELEASE NEWS RELEASE For additional information, contact: George W. Astrike Chairman and CEO Or Mark Schroeder President/Chief Operating Officer (812) 482-1314 JASPER, INDIANA NOVEMBER 2, 1998 GERMAN AMERICAN BANCORP ANNOUNCES ANNUAL STOCK DIVIDEND, QUARTERLY CASH DIVIDEND, AND THIRD QUARTER EARNINGS For the fourth consecutive year, The Board of Directors of German American Bancorp (NASDAQ: GABC) has declared a 5% stock dividend. This year's dividend is payable on or before December 15, 1998 to shareholders of record on November 30, 1998. The Board also announced the Company's third quarter cash dividend of $0.12 per share. The dividend is payable on or before November 20, 1998 to shareholders of record as of November 10, 1998. George W. Astrike, the Company's Chairman and CEO, noted the Company has enjoyed impressive loan growth during the current quarter and fiscal year and continues to post a sound operating efficiency ratio of 56% (excluding merger related items). He also noted that, even with the Company's recent loan growth, the Company's allowance for loan losses remains at 1.65% of total loans. Including the unusual items referred to below, reported net income for the quarter and year-to-date ended September 30, 1998 was $1,588,000 or $0.25 per share, and $5,132,000 or $0.81 per share, respectively. This compares to reported net income for the third quarter of 1997 of $1,552,000 or $0.24 per share, and for the year-to-date ended September 30, 1997 of $5,084,000 or $0.80 per share. Net operating results reported above include the effects of one-time or unusual items, primarily expenses and charges associated with the Company's merger and acquisition activities. In addition, the third quarter of 1997 included a charge to provision of $350,000 at one of the Company's affiliates. Year to date 1997 also included an unusual negative charge to provision of $750,000 related to the recovery of a single previously charged-off credit at another of the Company's affiliates. As adjusted for the effects of these one-time and unusual items, the Company's operating results were $1,917,000 or $0.30 per share for the third quarter of 1998, and $5,481,000 or $0.86 per share for the year to date ended September 30, 1998. This represents a 6% increase from adjusted operating results of $1,808,000 or $0.28 per share for the third quarter of 1997, and $5,182,000 or $0.82 per share for the year to date ended September 30, 1997. Exhibit 99 November 2, 1998 Results for periods prior to June 1, 1998 have been retroactively adjusted to give effect for all stock splits and dividends, and for the merger with the parent company of Citizens State Bank of Petersburg, Indiana. Prior year results exclude the effect of the June 1, 1998 merger with the parent company of FSB Bank of Francisco, Indiana, as restatement would not have resulted in a material change in overall financial results. The Company previously announced an agreement to merge with 1st Bancorp, a $260 million banking company headquartered in Vincennes, Indiana. The transaction is expected to close early in the first quarter of 1999. Following the close of this merger, the Company will operate 5 affiliate community banks with assets totaling approximately $850 million. Its 26 banking offices will provide service to customers in the eight contiguous counties of Daviess, Dubois, Gibson, Knox, Martin, Perry, Pike and Spencer in Southwestern Indiana. German American Bancorp is a Jasper, Indiana-based holding company traded on NASDAQ's National Market System under the symbol GABC. Its stock closed at $25.00 on October 30, 1998. GERMAN AMERICAN BANCORP Consolidated Balance Sheets (unaudited, dollars in thousands) September 30, 1998 1997(1) ASSETS Cash and Due from Banks $ 18,199 $ 20,848 Federal Funds Sold 2,975 20,175 Investment Securities 154,412 130,751 Loans, net of unearned income 415,121 376,517 Allowance for Loan Losses (6,853 (7,252 ----------- ----------- Net Loans 408,268 369,265 Premises and Equipment 14,525 13,058 Other Assets 14,890 11,548 ----------- ----------- TOTAL ASSETS $ 613,269 $ 565,645 =========== =========== LIABILITIES Non-interest Bearing Deposits $ 57,535 $ 54,713 Interest Bearing Deposits 473,440 438,397 ----------- ----------- Total Deposits 530,975 493,110 Borrowings 8,379 5,852 Other Liabilities 6,948 5,294 ----------- ----------- TOTAL LIABILITIES 546,302 504,256 =========== =========== SHAREHOLDERS' EQUITY Common Stock and Surplus 45,939 33,425 Retained Earnings 19,898 27,236 Unrealized Appreciation on Securities Available-for-sale, net of Tax 1,130 728 ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 66,967 61,389 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 613,269 $ 565,645 =========== =========== END OF PERIOD SHARES OUTSTANDING 6,348,590 3,541,719 BOOK VALUE PER SHARE $ 10.55 $ 9.68 (1) Results for periods prior to June 1, 1998 have been retroactively adjusted to give effect for all stock splits and dividends, and for the merger with the parent company of Citizens State Bank of Petersburg, Indiana. Prior year results exclude the effect of the June 1, 1998 merger with the parent company of FSB Bank of Francisco, Indiana, as restatement would not have resulted in a material change in overall financial results. GERMAN AMERICAN BANCORP CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited, dollars in thousands except per share data) Three Months Ended September 30, 1998 1997 (1) INTEREST INCOME Interest and Fees on Loans $ 9,085 $ 8,676 Interest on Federal Funds Sold 152 239 Interest on Investment Securities 2,231 2,082 ----------- ----------- TOTAL INTEREST INCOME 11,468 10,997 ----------- ----------- INTEREST EXPENSE Interest on Deposits 5,386 5,100 Interest on Borrowings 83 61 ----------- ----------- TOTAL INTEREST EXPENSE 5,469 5,161 ----------- ----------- NET INTEREST INCOME 5,999 5,836 Provision for Loan Losses 57 447(2) ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 5,942 5,389 ----------- ----------- NONINTEREST INCOME Other Operating Income 763 764 Security Gains (9) -- ----------- ----------- TOTAL NONINTEREST INCOME 754 764 ----------- ----------- NONINTEREST EXPENSE Salaries and Benefits 2,305 2,105 Other Operating Expenses 2,186 1,743 ----------- ----------- TOTAL NONINTEREST EXPENSE 4,491(2) 3,848(2) ----------- ----------- Income before Income Taxes 2,205 2,305 Income Tax Expense 617 753 ----------- ----------- NET INCOME $ 1,588(2) $ 1,552(2) =========== =========== EARNINGS PER SHARE AND DILUTED EARNINGS PER SHARE $ 0.25(2) $ 0.24(2) =========== =========== Weighted Average Shares Outstanding: Basic 6,348,101 6,339,465 Diluted 6,360,537 6,344,429 (1) Results for periods prior to June 1, 1998 have been retroactively adjusted to give effect for all stock splits and dividends, and for the merger with the parent company of Citizens State Bank of Petersburg, Indiana. Prior year results exclude the effect of the June 1, 1998 merger with the parent company of FSB Bank of Francisco, Indiana, as restatement would not have resulted in a material change in overall financial results. (2) Net operating results reported above include the effects of one-time or unusual items, primarily expenses and charges associated with the Company's merger and acquisition activities. In addition, the third quarter of 1997 included a charge to provision of $350,000 at one of the Company's affiliates. Year to date 1997 also included an unusual negative charge to provision of $750,000 related to the recovery of a single previously charged-off credit at another of the Company's affiliates. As adjusted for the effects of these one-time and unusual items, the Company's operating results were $1,917,000 or $0.30 per share for the third quarter of 1998, and $5,481,000 or $0.86 per share for the year to date ended September 30, 1998. This represents a 6% increase from adjusted operating results of $1,808,000 or $0.28 per share for the third quarter of 1997, and $5,182,000 or $0.82 per share for the year to date ended September 30, 1997. GERMAN AMERICAN BANCORP CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited, dollars in thousands except per share data) Nine Months Ended September 30, 1998 1997 (1) INTEREST INCOME Interest and Fees on Loans $ 26,985 $ 25,206 Interest on Federal Funds Sold 720 686 Interest on Investment Securities 6,327 6,431 ----------- ----------- TOTAL INTEREST INCOME 34,032 32,323 ----------- ----------- INTEREST EXPENSE Interest on Deposits 15,782 14,937 Interest on Borrowings 200 248 ----------- ----------- TOTAL INTEREST EXPENSE 15,982 15,185 ----------- ----------- NET INTEREST INCOME 18,050 17,138 Provision for Loan Losses 176 21(2) ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 17,874 17,117 NONINTEREST INCOME Other Operating Income 2,312 2,103 Security Gains (2) -- ----------- ----------- TOTAL NONINTEREST INCOME 2,310 2,103 ----------- ----------- NONINTEREST EXPENSE Salaries and Benefits 6,944 6,257 Other Operating Expenses 5,823 5,300 ----------- ----------- TOTAL NONINTEREST EXPENSE 12,767(2) 11,557(2) ----------- ----------- Income before Income Taxes 7,417 7,663 Income Tax Expense 2,285 2,579 ----------- ----------- NET INCOME $ 5,132(2) $ 5,084(2) =========== =========== EARNINGS PER SHARE AND DILUTED EARNINGS PER SHARE $ 0.81(2) $ 0.80(2) =========== =========== Weighted Average Shares Outstanding: Basic 6,346,906 6,337,842 Diluted 6,359,342 6,342,806 (1) Results for periods prior to June 1, 1998 have been retroactively adjusted to give effect for all stock splits and dividends, and for the merger with the parent company of Citizens State Bank of Petersburg, Indiana. Prior year results exclude the effect of the June 1, 1998 merger with the parent company of FSB Bank of Francisco, Indiana, as restatement would not have resulted in a material change in overall financial results. (2) Net operating results reported above include the effects of one-time or unusual items, primarily expenses and charges associated with the Company's merger and acquisition activities. In addition, the third quarter of 1997 included a charge to provision of $350,000 at one of the Company's affiliates. Year to date 1997 also included an unusual negative charge to provision of $750,000 related to the recovery of a single previously charged-off credit at another of the Company's affiliates. As adjusted for the effects of these one-time and unusual items, the Company's operating results were $1,917,000 or $0.30 per share for the third quarter of 1998, and $5,481,000 or $0.86 per share for the year to date ended September 30, 1998. This represents a 6% increase from adjusted operating results of $1,808,000 or $0.28 per share for the third quarter of 1997, and $5,182,000 or $0.82 per share for the year to date ended September 30, 1997. GERMAN AMERICAN BANCORP Reconciliation of Earnings Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 (1) 1998 1997 (1) ---- ---- ---- ---- Pre-tax Adjustments to Income Merger Related Expenses $ 189 $ 46 $ 312 $ 236 Pension and Employment Continuation Charges 282 -- 194 -- Provision for Loan Losses -- 350 -- (410) Trust Accrual -- -- -- 200 ------- ------- ------- ------- Total Adjustments to Income $ 471 $ 396 $ 506 $ 26 ======= ======= ======= ======= Reported Net Income $ 1,588 $ 1,552 $ 5,132 $ 5,084 After tax impact of Adjustments 329 256 349 98 ------- ------- ------- ------- Adjusted Net Income $ 1,917 $ 1,808 $ 5,481 $ 5,182 ======= ======= ======= ======= Reported Earnings Per Share $ 0.25 $ 0.24 $ 0.81 $ 0.80 After tax impact of Adjustments 0.05 0.04 0.05 0.02 ------- ------- ------- ------- Adjusted Earnings Per Share $ 0.30 $ 0.28 $ 0.86 $ 0.82 ======= ======= ======= ======= (1) Results for periods prior to June 1, 1998 have been retroactively adjusted to give effect for all stock splits and dividends, and for the merger with the parent company of Citizens State Bank of Petersburg, Indiana. Prior year results exclude the effect of the June 1, 1998 merger with the parent company of FSB Bank of Francisco, Indiana, as restatement would not have resulted in a material change in overall financial results. -----END PRIVACY-ENHANCED MESSAGE-----