-----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, WpFlLeuo2s/wiTlEMWXjQMYsbc4MJNMi81c0iMO6KYvU5DPo0cQzftY7jQOE9cKu VZ1cYLMzsioqZ905DMyLjQ== 0000941965-99-000002.txt : 19990118 0000941965-99-000002.hdr.sgml : 19990118 ACCESSION NUMBER: 0000941965-99-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990104 ITEM INFORMATION: FILED AS OF DATE: 19990115 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: 99506774 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 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 4, 1999 GERMAN AMERICAN BANCORP (Exact name of registrant as specified in charter) Indiana 0-11244 35-1547518 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation 711 Main Street, Jasper, Indiana 47546 (Address of principal executive offices) Registrant's telephone number, including area code: (812) 482-1314 NA (Former Name and Former Address, if changed since last report) 2 Item 2. Acquisition or Disposition of Assets. On January 4, 1999, in accordance with the Agreement and Plan of Reorganization, dated August 6, 1998, by and among German American Bancorp (the "Registrant") and 1ST BANCORP (the "Agreement"), the merger of 1ST BANCORP with and into the Registrant was effected (the "Acquisition"). The Registrant is the surviving corporation in its merger with 1ST BANCORP. As a result of the Acquisition, First Federal Bank, A Federal Savings Bank, based in Vincennes Indiana, has become a wholly-owned subsidiary of the Registrant and will continue to operate its properties and banking businesses. Pursuant to the Acquisition, the Registrant issued to the shareholders of 1ST BANCORP, effective January 4, 1999, approximately 2,040,000 shares. The Acquisition is discussed more fully in the Press Release attached as Exhibit 99 and incorporated by reference. Prior to these transactions, there were no material relationships between (a) 1ST BANCORP or any of the affiliates, directors or officers of 1ST BANCORP or any associates of any such directors or officers, on the one hand, and (b) the Registrant, or any of the affiliates, directors or officers of the Registrant or any associates of any such directors or officer, on the other hand. The terms of these transactions were negotiated by the Registrant with 1ST BANCORP on an arm's-length basis. Item 5. Other Events. In a privately-negotiated transaction that is unrelated to the Acquisition reported in Item 2 above, the Registrant also acquired in January 1999 The Doty Agency, Inc., which operates a general insurance agency with offices in Petersburg, Indiana. Pursuant to the Agreement referenced in Item 2 of this report, C. James McCormick (a member of the Board of Directors of 1ST BANCORP) has been added to the Board of Directors of the Registrant effective January 4, 1999. Pursuant to the previously-announced management succession plan adopted by the Board of Directors of the Registrant in April 1998, Mark A. Schroeder, President of the Registrant, became Chief Executive Officer of the Registrant effective January 1, 1999. George W. Astrike, the Registrant's former Chief Executive Officer, continues as Chairman of the Board of both the Registrant and German American Bank. 3 Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. The required financial statements of 1ST BANCORP have been previously filed by the Registrant in the Registrant's Registration Statement on Form S-4 relating to the Acquisition (File No. 333-65633), by incorporation thereof by reference to the following 1ST BANCORP reports filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended: 1. The unaudited consolidated balance sheet of 1ST BANCORP as of September 30, 1998, and the related comparative unaudited consolidated statements of income and cash flows for the three months ended September 30, 1998 and September 30, 1997, together with the accompanying notes, as included in 1ST BANCORP's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. 2. The consolidated balance sheets of 1ST BANCORP as of June 30, 1998 and 1997, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three years ended June 30, 1998, together with the accompanying notes, and the report of independent accountants with respect to those financial statements, as included in 1ST BANCORP's Annual Report on Form 10-K for its fiscal year ended June 30, 1998. Because such information has been previously reported by the Registrant, it need not be filed as part of this Current Report pursuant to General Instruction B(3) to Form 8-K. (b) Pro forma financial information. The Registrant expects to amend this Current Report on or before March 22, 1999 (the first business day following the sixtieth day following the date that the Acquisition is required to be reported on Form 8-K), to furnish under Item 7 the pro forma financial information required by Article 11 of Regulation S-X with respect to the Acquisition at and for the nine months ended September 30, 1998. Pro forma condensed financial statements as of and for the six month period ended June 30, 1998, and for each of the three years ended December 31, 1997, have been previously reported by the Registrant in its Form S-4 relating to the Acquisition (File No. 333-65633). (c) Exhibits. The following exhibits are filed as part of this Report: 2. Agreement and Plan of Reorganization between the Registrant and 1ST BANCORP, dated August 6, 1998. This exhibit is incorporated by reference from Exhibit 2 to the Registrant's Registration Statement on Form S-4 filed October 14, 1998. 99. Press release dated January 4, 1999, announcing consummation of the Acquisition. 4 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: January 13, 1999 By: /s/ Mark A. Schroeder -------------------------------------- Mark A. Schroeder President and Chief Executive Officer EX-99 2 NEWS RELEASE EXHIBIT 99 NEWS RELEASE For additional information, contact: George W. Astrike, Chairman or Mark A. Schroeder, President/CEO (812) 482-1314 JASPER, INDIANA, JANUARY 4, 1999 GERMAN AMERICAN BANCORP COMPLETES MERGERS German American Bancorp (NASDAQ: GABC) announced the completion of its merger with 1ST BANCORP, Vincennes, Indiana (NASDAQ: FBCV). Under the terms of the merger, the former shareholders of 1ST BANCORP received 1.8188 shares of German American common stock for each share of 1ST BANCORP. German American issued approximately 2,040,000 shares of its common stock in the transaction which had a total value of approximately $47 million at the close of trading on December 31, 1998. George W. Astrike, Chairman of German American Bancorp said, "We are delighted to welcome the shareholders of 1ST BANCORP to German American Bancorp and its family of community banks. 1ST BANCORP's banking subsidiary, First Federal Bank, and its insurance subsidiary First Financial Corporation are strategically important additions to our growing financial services company. In the present environment of rapid banking consolidation, oftentimes our Indiana communities lose out when their local banks become branches of remote institutions whose management may not be in tune with the needs of local area. However, as a member of German American Bancorp's family of community banks, 1ST Federal will retain its banking charter and will continue to be managed by a Board of Directors comprised of individuals representing local business, professional and agricultural interests. In addition to continuing its tradition as a leading residential mortgage lender in the area, First Federal will also offer a full array of commercial banking services, and will expand its lending activities to serve business and agricultural customers throughout the Knox County area. We are pleased to have C. James McCormick, Chairman of 1ST BANCORP and an individual who has played a vital role in its success, join German American Bancorp's Board of Directors". The Company also announced the completion of the acquisition of The Doty Agency, Inc., one of the area's oldest and leading multi-line general insurance agency, operating from offices in Petersburg, Indiana. The transaction, which was effective on January 1, 1999, represented German American's first direct acquisition of a property and casualty insurance agency. Mark A. Schroeder, President of German American Bancorp, stated, "With the addition of the Doty Agency to our family of community banks, we now have the ability to add insurance products to our existing line of banking and investment products and services. The ability to do so represents an integral step toward our goal of providing customers an opportunity to fulfill all their financial needs through our affiliated community banks and associated financial services companies." German American Bancorp is a Jasper-based multi-bank holding company which now has total assets of approximately $875,000,000, and operates five banking subsidiaries with a total of 26 banking offices within eight contiguous counties in Southwest Indiana. Its stock is traded on NASDAQ's National Market System under the symbol GABC. -----END PRIVACY-ENHANCED MESSAGE-----