-----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, QQo36YmgAWcBDQfsL7T4/g+TCjSoI7A3p9Rl8cdVuVDIXOn3XLBSRQLLjS2Fux+B MtUiArWs667WEqZFFii+XA== 0000908834-95-000057.txt : 19951229 0000908834-95-000057.hdr.sgml : 19951229 ACCESSION NUMBER: 0000908834-95-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951216 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19951228 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANCORP /IN/ CENTRAL INDEX KEY: 0000840458 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351775411 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17915 FILM NUMBER: 95605340 BUSINESS ADDRESS: STREET 1: THIRD & BUSSERON STREETS CITY: VINCENNES STATE: IN ZIP: 47591 BUSINESS PHONE: 8128824528 MAIL ADDRESS: STREET 1: THIRD & BUSSERON STREET STREET 2: P O BOX 1417 CITY: VINCENNES STATE: IN ZIP: 47591 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION 450 5th Street, N.W. 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) December 16, 1995 1ST BANCORP - -------------------------------------------------------------------------------- (Exact Name of Registrant, as specified in its charter) INDIANA 33-24587 35-1775411 - -------------------------------------------------------------------------------- (State of Other Jurisdiction (Commission (IRS Employer Of Incorporation) File Number) Identification No.) 101 N. Third Street, Vincennes, Indiana 47591 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (812) 882-4528 N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if changed since last report) Item 2. Disposition of Assets On December 16, 1995, 1ST BANCORP completed the sale of certain assets subject to certain liabilities of two retail branch offices of its thrift subsidiary, First Federal Bank, A Federal Savings Bank (the "Bank"), to two of STAR Financial Group, Inc.'s subsidiary banks (the "Purchasers"). STAR Financial Bank, Marion, Indiana ("STAR Marion") purchased certain assets and assumed certain liabilities of First Federal Bank's retail branch office located in Kokomo, Indiana. STAR Financial Bank, Indianapolis, Indiana ("STAR Indianapolis") purchased certain assets and assumed certain liabilities of First Federal Bank's retail branch office located in Tipton, Indiana. The sale of the branch offices included approximately $78.5 million in deposits and $28.4 million in mortgage and consumer loans. The sale also included the retail branch offices' premises and equipment. The Bank transferred cash totaling approximately $41.4 million to the Purchasers in connection with the branch sales. The sale contributed approximately $4.5 million after income taxes to 1ST BANCORP's stockholders' equity. First Federal Bank, A Federal Savings Bank continues to operate a full service retail banking office in Vincennes, Indiana and loan origination offices in Evansville, Indianapolis, and New Albany, Indiana and Loveland (suburb of Cincinnati), Centerville (suburb of Dayton), and Independence (suburb of Cleveland), Ohio. 1 Item 7. Pro Forma Financial Statements and Exhibits The following pro forma financial information and exhibits are filed as a part of this report: Unaudited Pro Forma Consolidated Condensed Statement of Financial Condition - September 30, 1995 Unaudited Pro Forma Consolidated Condensed Statement of Operations - Three Months Ended September 30, 1995 Unaudited Pro Forma Consolidated Condensed Statement of Operations - Year Ended June 30, 1995 Exhibit 2a. - Purchase and Assumption Agreement dated as of August 11, 1995 between the Bank and STAR Indianapolis is incorporated by reference to Exhibit 2(b) to 1ST BANCORP's Form 8-K dated August 11, 1995. Exhibit 2b. - Purchase and Assumption Agreement dated as of August 11, 1995 between the Bank and STAR Marion is incorporated by reference to Exhibit 2(c) to 1ST BANCORP's Form 8-K dated August 11, 1995. Exhibit 99. - Press Release 2 1ST BANCORP AND SUBSIDIARIES PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL CONDITION September 30, 1995 (Unaudited and in Thousands)
Pro Forma Pro Forma 1ST BANCORP Adjustments Note after as of 09/30/95 Increase (Decrease) Reference Adjustments -------------- ------------------- --------- ----------- ASSETS Cash and cash equivalents Interest-bearing deposits $ 10,882 ($ 4,427) A $ 6,455 Non-interest bearing deposits 2,081 (570) B 1,511 Cash and cash equivalents 12,963 (4,997) 7,966 Investment securities held to maturity 72,723 (31,170) C 41,553 Loans receivable, net 201,423 (28,369) D 173,054 Loans held for sale 7,496 7,496 Accrued interest receivable Investment securities 1,026 1,026 Mortgage backed securities and loans 1,195 (174) E 1,021 Stock in FHLB of Indianapolis, at cost 3,876 3,876 Office premises and equipment 3,920 (863) F 3,057 Real estate owned 179 179 Prepaid expenses and other assets 5,659 (71) G 5,588 --------- --------- --------- TOTAL ASSETS $ 310,460 ($ 65,642) $ 244,818 ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $ 207,426 ($ 78,473) H $ 128,953 Advances from FHLB and other borrowings 79,338 6,074 I 85,412 Advance payments by borrowers for taxes and insurance 1,833 1,833 Accrued interest payable on deposits 725 (570) J 155 Accrued expenses and other liabilities 3,896 2,647 K 6,543 Deferred income taxes 378 378 --------- --------- --------- Total Liabilities 293,596 (70,322) 223,274 Stockholder's equity: Preferred stock, no par value; shares authorized of 2,000,000; none outstanding - - Common stock; $1 par value; shares authorized of 5,000,000; shares issued and outstanding of 634,275 at June 30, 1995 640 640 Paid-in capital 2,914 2,914 Retained earnings, substantially restricted 13,488 4,502 L 17,990 Unrealized depreciation on securities (178) 178 M 0 --------- --------- --------- Total Stockholders' Equity 16,864 4,680 21,544 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 310,460 ($ 65,642) $ 244,818 ========= ========= =========
3 1ST BANCORP AND SUBSIDIARIES PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS Three Months Ended September 30, 1995 (Unaudited and in Thousands)
1ST BANCORP Pro Forma Pro Forma Three Months Adjustments Note after Ended 09/30/95 Increase(Decrease) Reference Adjustments -------------- ------------------ --------- ----------- INTEREST INCOME: Loans and mortgage-backed securities $ 4,238 ($ 600) A $ 3,638 Investment securities 1,172 (655) B 517 Other short-term investments and interest bearing deposits 217 217 ------- ------- ------- Total Interest Income 5,627 (1,256) 4,371 INTEREST EXPENSE: Deposits 2,772 (1,050) C 1,722 Short-term borrowings 24 24 FHLB advances and other borrowings 1,163 96 D 1,259 ------- ------- ------- Total Interest Expense 3,959 (954) 3,005 NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 1,668 (302) 1,366 Provision for loan losses 25 25 ------- ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,643 (302) 1,341 NON-INTEREST INCOME: Fees and service charges 140 (11) E 129 Net gain on sales of investment securities and trading account securities 1 1 Net gain on sales of loans and mortgage-backed securities 312 (11) F 301 Other 577 (49) G 528 ------- ------- ------- Total Non-Interest Income 1,030 (71) 959 NON-INTEREST EXPENSE: Compensation and employee benefits 1,034 (283) H 751 Net occupancy 205 (57) I 148 Federal deposit insurance premiums 136 (57) J 79 Other 515 (63) K 452 ------- ------- ------- Total Non-Interest Expense 1,890 (460) 1,430 Earnings Before Income Taxes 783 87 870 Income Taxes 295 32 L 324 ------- ------- ------- NET EARNINGS $ 488 $ 55 $ 546 ======= ======= ======= EARNINGS PER SHARE: Primary $0.76 $ 0.85 Fully-diluted $0.76 $ 0.85
4 1ST BANCORP AND SUBSIDIARIES PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS Twelve Months Ended June 30, 1995 (Unaudited and in Thousands)
1ST BANCORP Pro Forma Pro Forma 12 Months Adjustments Note after Ended 06/30/65 Increase (Decrease) Reference Adjustments -------------- ------------------- --------- ----------- INTEREST INCOME: Loans and mortgage-backed securities $15,146 ($2,402) A $12,744 Investment securities 4,084 (2,620) B 1,464 Trading account securities 8 8 Other short-term investments and interest bearing deposits 665 665 ------ ------ ------ Total Interest Income 19,903 (5,022) 14,881 INTEREST EXPENSE: Deposits 8,977 (4,091) C 4,886 Short-term borrowings 379 379 FHLB advances and other borrowings 4,063 723 D 4,786 ------ ------ ------ Total Interest Expense 13,419 (3,368) 10,051 NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 6,484 (1,654) 4,830 Provision for loan losses 100 100 ------ ------ ------ NET INTEREST INCOME AFTER PROVISION 6,384 (1,654) 4,730 FOR LOAN LOSSES NON-INTEREST INCOME: Fees and service charges 1,466 (45) E 1,421 Net gain on sales of investment securities and trading account securities 18 18 Net gain on sales of loans and mortgage-backed securities 580 (89) F 491 Other 3,806 (194) G 3,612 ------ ------ ------ Total Non-Interest Income 5,870 (327) 5,543 NON-INTEREST EXPENSE: Compensation and employee benefits 4,442 (869) H 3,573 Net occupancy 815 (222) I 593 Federal deposit insurance premiums 494 (238) J 256 Other 2,633 (205) K 2,428 ------ ------ ------ Total Non-Interest Expense 8,384 (1,533) 6,851 Earnings Before Income Taxes 3,870 (448) 3,422 Income Taxes 1,440 (167) L 1,273 ------ ------ ------ NET EARNINGS $ 2,430 ($ 282) $ 2,148 ======= ======= ======= EARNINGS PER SHARE: Primary $3.92 $ 3.47 Fully-diluted $3.90 $ 3.45
5 1ST BANCORP AND SUBSIDIARIES Notes to Pro Forma Consolidated Condensed Financial Statements (Unaudited and in Thousands) 1. Historical Data: The historical data of 1ST BANCORP shown in the pro forma Consolidated Condensed Statement of Operations for the year ended June 30, 1995, represents 1ST BANCORP's results of operations for its fiscal year ended June 30, 1995 as reported on Form 10-K. The historical data of 1ST BANCORP shown in the pro forma Consolidated Condensed Statement of Financial Condition as of September 30, 1995, represents 1ST BANCORP's financial condition as of September 30, 1995 as reported on Form 10-Q. The historical data of 1ST BANCORP shown in the pro forma Consolidated Condensed Statement of Operations for the three months ended September 30, 1995, represents 1ST BANCORP's results of operations as reported in the September 30, 1995 Form 10-Q. 2. Pro Forma Consolidated Condensed Statement of Financial Condition: The following are adjustments necessary to reflect the branch disposition transaction on the Pro Forma Consolidated Condensed Statement of Financial Condition as if it had occurred on September 30, 1995. A. Net decrease in cash and interest-bearing deposits after funding the deposits transferred during the transaction. B. Vault cash transferred as part of this transaction. C. Investment securities liquidated in the open market used to fund a portion of the deposits transferred as part of branch disposition. D. Net principal balance of mortgage and consumer loans sold to Purchasers to fund a portion of the deposits transferred as part of the branch disposition. E. Mortgage and consumer loan accrued interest receivable transferred to Purchasers for the loans sold in note 2D. F. Book value of the two branch office buildings and land and the book value of furniture, fixtures, and equipment of the two branch offices. 6 G. Miscellaneous prepaid accounts primarily attributable to maintenance agreements and deposit insurance premiums. H. Net balance of savings and transaction account deposits transferred as part of the branch disposition. I. Additional borrowed funds necessary to fund a portion of the deposits transferred as part of the branch disposition. J. Accrued interest payable on deposits transferred as part of the branch disposition. K. Miscellaneous payable accounts primarily attributable to income taxes payable. L. Net gain from the sale of deposits, loans, investment securities, and office premises net of estimated income taxes payable and miscellaneous disposition costs. M. Reduced unrealized depreciation on available for sale investment securities as the securities were liquidated to fund a portion of the deposits transferred during the branch disposition. 3. Pro Forma Consolidated Condensed Statement of Operations for the Three Months Ended September 30, 1995: The following are adjustments necessary to reflect the branch disposition transaction on the Pro Forma Consolidated Condensed Statement of Operations as if it had occurred on July 1, 1995. A. Adjusted to reflect the reduced interest income for loans that were sold to fund the deposits transferred as part of the branch disposition. The weighted average yield for consumer and mortgage loans sold was used to arrive at the adjustment. B. Adjusted to reflect the reduced amount of interest income for investment securities that were actually sold to fund the deposits transferred as part of the branch disposition. An additional reduction was assumed as the average balance for deposits during the quarter ended September 30, 1995 was greater than was actually transferred. Therefore, an additional $15.0 million of investment securities were assumed to be sold. 7 C. Adjusted to reflect the deposit interest expense incurred for the deposits transferred as part of the branch disposition. D. Adjusted to reflect increased borrowed funds interest expense relating to additional borrowed funds necessary to replace the deposits that were transferred as part of the branch disposition. E. Adjusted to reflect the amount of loan fees and service charges that the two branches actually realized during the quarter ended September 30, 1995. F. Adjusted to reflect the amount of gain on sale of loans that the two branches actually realized during the quarter ended September 30, 1995. G. Adjusted to reflect the amount of savings account and transaction account fees and service charges that the two branches actually realized during the quarter ended September 30, 1995. H. Adjusted to reflect the amount of actual compensation and employee benefit expense that the two branches actually incurred during the quarter ended September 30, 1995. I. Adjusted to reflect the amount of occupancy expense that the two branches actually incurred during the quarter ended September 30, 1995. J. Adjusted to reflect the portion of the deposit insurance premium that was attributable to the average savings and transaction account balances for the two branches during the quarter ended September 30, 1995. K. Adjusted to reflect the amount of miscellaneous operating expenses that the two branches actually incurred during the quarter ended September 30, 1995. L. Adjusted to reflect increase in income tax liability, at the effective tax rate for the corporation during fiscal year end 1995, attributable to increase in net income after disposition of the two branch office operations. 8 4. Pro Forma Consolidated Condensed Statement of Operations for the Year Ended June 30, 1995: The following are adjustments necessary to reflect the branch disposition transaction on the Pro Forma Consolidated Condensed Statement of Operations as if it had occurred on July 1, 1994. A. Adjusted to reflect the reduced interest income for loans that were sold to fund the deposits transferred as part of the branch disposition. The weighted average yield for consumer and mortgage loans sold was used to arrive at the adjustment. B. Adjusted to reflect the reduced amount of interest income for investment securities that were actually sold to fund the deposits transferred as part of the branch disposition. An additional reduction was assumed as the average balance for deposits during the year ended June 30, 1995 was greater than was actually transferred. Therefore, an additional $15.0 million of investment securities were assumed to be sold. C. Adjusted to reflect the deposit interest expense incurred for the deposits transferred as part of the branch disposition. D. Adjusted to reflect increased borrowed funds interest expense relating to additional borrowed funds necessary to replace the deposits that were transferred as part of the branch disposition. E. Adjusted to reflect the amount of loan fees and service charges that the two branches actually realized during the year ended June 30, 1995. F. Adjusted to reflect the amount of gain on sale of loans that the two branches actually realized during the year ended June 30, 1995. G. Adjusted to reflect the amount of savings account and transaction account fees and service charges that the two branches actually realized during the year ended June 30, 1995. H. Adjusted to reflect the amount of actual compensation and employee benefit expense that the two branches actually incurred during the year ended June 30, 1995. I. Adjusted to reflect the amount of occupancy expense that the two branches actually incurred during the year ended June 30, 1995. J. Adjusted to reflect the portion of the deposit insurance premium that was attributable to the average savings and transaction account balances for the two branches during the year ended June 30, 1995. K. Adjusted to reflect the amount of miscellaneous operating expenses that the two branches actually incurred during the year ended June 30, 1995. L. Adjusted to reflect increase in income tax liability, at the effective tax rate for the corporation during fiscal year end 1995, attributable to increase in net income after disposition of the two branch office operations. 9 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 1ST BANCORP Date: December 28, 1995 By: /s/ C. James McCormick C. James McCormick, Chairman and Chief Executive Officer Date: December 28, 1995 By: /s/ Frank D. Baracani Frank D. Baracani, President Date: December 28, 1995 By: /s/ Mary Lynn Stenftenagel Mary Lynn Stenftenagel, Secretary- Treasurer and Chief Accounting Officer 10 EX-99 2 ADDITIONAL EXHIBIT Exhibit 99. - Press Release PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: FRANK BARACANI December 19, 1995 (812) 882-4528 1ST BANCORP ANNOUNCES SALE OF TWO INDIANA BRANCHES TO STAR FINANCIAL GROUP, INC. Vincennes, Indiana - Vincennes-based 1ST BANCORP announced today that it closed the previously announced sale of two branches of 1ST BANCORP's thrift subsidiary, First Federal Bank, A Federal Savings Bank, located in Tipton and Kokomo, Indiana to two of STAR Financial Group, Inc.'s subsidiary banks. The Tipton office has become a branch of STAR Financial Bank, Indianapolis, Indiana, based in Anderson, Indiana, and the Kokomo office has become a branch of STAR Financial Bank, Marion, Indiana. Deposits aggregating approximately $78.5 million and mortgage and consumer loans with a principal balance of $28.4 million were transferred in the transaction. "This transaction is expected to contribute approximately $4.5 million after tax to our stockholders' equity and add in excess of $7.00 to our book value per share," stated C. James McCormick, CEO and Chairman of the Board. "This is a very favorable development for our shareholders and our institution." David A. Noyes & company initiated this transaction and acted as financial advisor to 1ST BANCORP. 1ST BANCORP (NASDAQ - FBCV) is a holding company whose principal subsidiary is First Federal Bank, A Federal Savings Bank. The Bank will continue to operate a retail banking office in Vincennes, Indiana and operates loan origination offices in Indianapolis, New Albany, and Evansville, Indiana and Loveland (suburb of Cincinnati) Centerville (suburb of Dayton), and Independence (suburb of Cleveland), Ohio. -----END PRIVACY-ENHANCED MESSAGE-----