Form 8-K

AMERIANA BANCORP

Dated: December 31, 2015

/s/ Nicole M. Weaver

Nicole M. Weaver

Vice President – Investor Relations

0001193125-15-418576.txt : 20151231 0001193125-15-418576.hdr.sgml : 20151231 20151231163204 ACCESSION NUMBER: 0001193125-15-418576 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151231 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151231 DATE AS OF CHANGE: 20151231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIANA BANCORP CENTRAL INDEX KEY: 0000855574 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351782688 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18392 FILM NUMBER: 151316123 BUSINESS ADDRESS: STREET 1: 2118 BUNDY AVENUE CITY: NEW CASTLE STATE: IN ZIP: 47263 BUSINESS PHONE: 7655292230 MAIL ADDRESS: STREET 1: 2118 BUNDY AVENUE CITY: NEW CASTLE STATE: IN ZIP: 47263 8-K 1 d106302d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 31, 2015

AMERIANA BANCORP

(Exact name of registrant as specified in charter)

Indiana

0-18392

35-1782688

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

2118 Bundy Avenue, New Castle, Indiana 47263-1048

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (765) 529-2230

Not Applicable

(Former name or former address, if changed since last report)

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:

¨	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 8.01.

Other Events

Pursuant to the Agreement and Plan of Reorganization and Merger entered into between First Merchants Corporation and Ameriana Bancorp on June 26, 2015 (the “Merger Agreement”) First Merchants Corporation (“First Merchants”) filed Articles of Merger with the Secretary of State of Indiana to complete its previously announced acquisition of Ameriana Bancorp through the merger of Ameriana Bancorp with and into First Merchants (the “Merger”), effective as of 11:58 p.m. (Eastern) on December 31, 2015.

As of the effective time of the Merger, each share of outstanding Ameriana Bancorp common stock, $1.00 par value per share, was converted into the right to receive 0.9037 shares of First Merchants common stock, $0.125 stated value per share.

Immediately following the Merger, Ameriana Bank, a wholly owned subsidiary of Ameriana Bancorp, merged with and into First Merchants Bank, National Association, a wholly owned subsidiary of First Merchants, with First Merchants Bank surviving the merger and continuing its corporate existence.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Reorganization and Merger between First Merchants Corporation and Ameriana Bancorp dated as of June 26, 2015 (attached as Exhibit 2.1 to Ameriana Bancorp’s Form 8-K filed on June 29, 2015 and incorporated herein by reference).

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.