UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(b) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2000
LINCOLN BANCORP
(Exact name of registrant as specified in its charter)
INDIANA
(State of other jurisdiction of incorporation)
000-25219 35-2055553
(Commission File Number) (IRS Employer Identification No.)
1121 East Main Street
Plainfield, Indiana 46168
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 839-6539
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Item 2. Acquisition or Disposition of Assets
On September 26, 2000, the Registrant completed the merger of Citizens
Bancorp with and into Registrant and the merger of Citizens Savings Bank of
Frankfort with and into Lincoln Federal Savings Bank. Information as to this
transaction was previously reported in the proxy statement/prospectus contained
in Registrant's Registration Statement on Form S-4, Registration Number
333-39768, which is incorporated herein by reference (the "Proxy/Prospectus").
For a discussion of the terms and conditions of the transaction, reference is
made to the Proxy/Prospectus.
Upon consummation of the merger, each outstanding share of common
stock, without par value, of Citizens Bancorp was converted into the right to
receive .9375 shares of Registrant's common stock, without par value, plus
$9.375 in cash. Cash will be paid for fractional shares in an amount determined
by multiplying the fractional interest by $18.75.
In addition, vested options for Citizens common stock were purchased at
the closing of the merger by Registrant for an aggregate of $125,902 cash
consideration and nonvested options for 46,023 shares of Citizens Bancorp common
stock were converted into options for 79,674 shares of Lincoln Bancorp common
stock at an option price of $8.81 per share.
Pursuant to General Instruction F to Form 8-K, the press release issued
September 26, 2000, concerning the closing of the merger between the Registrant
and Citizens Bancorp is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
When used in this Current Report on Form 8-K and in future filings by
the Registrant with the Securities and Exchange Commission, Registrant's press
releases or other public or shareholder communications, and in oral statements
made with the approval of an authorized executive officer, the words or phrases
"pro forma," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project" or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and uncertainties, including, among other things, the possibility that
expected cost savings from the acquisition of Citizens Bancorp cannot be fully
realized or realized within the expected time frame, the possibility that
revenues following the acquisition of Citizens Bancorp may be lower than
expected, changes in economic conditions in the Registrant's market area,
changes in policies by regulatory agencies, fluctuations in interest rates,
demand for loans in Registrant's market area and competition, that could cause
actual results do differ materially from historical results and those presently
anticipated or projected. The Registrant wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. The Registrant wishes to advise readers that the factors listed
above could affect the Registrant's financial performance and could cause the
Registrant's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements.
The Registrant does not undertake and specifically declines any
obligation to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated
events.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements or Business Acquired.
1. The financial statements of Citizens Bancorp, including its
consolidated balance sheet as of June 30, 1999, and June 30, 1998, and
related consolidated statements of income, shareholders' equity and
cash flows for the three fiscal years ended June 30, 1999, are hereby
incorporated by reference from pages 191 to 220 of the Registrant's
Registration Statement on Form S-4 (Registration Number 333-39768)
filed with the Commission on June 21, 2000.
(b) Pro Forma Financial Statements.
1. The Unaudited Pro Forma Condensed Combined Financial
Information as of March 31, 2000, for three-month periods ended March
31, 1999 and March 31, 2000, and for the year ended December 31, 1999,
is hereby incorporated by reference from pages 38 to 43 of the
Registrant's Registration Statement on Form S-4 (Registration Number
333-39768) filed with the Commission on June 21, 2000.
2. The Unaudited Pro Forma Condensed Combined Financial
Information as of June 30, 2000, for the six-month period ended June
30, 2000 and for the year ended December 31, 1999, is attached hereto
as Exhibit 99.2. Financial information for the year ended December 31,
1999, included in Exhibit 99.2, has been updated from the information
included in the Registrant's Registration on Statement on Form S-4 to
reflect the updated pro forma adjustments based on current information
available for the preparation of the June 30, 2000 pro forma
information.
(c) Exhibits
Exhibit 2 -- Agreement and Plan of Reorganization between
Citizens Bancorp and Lincoln Bancorp dated March 21, 2000 (incorporated
by reference from the Registrant's Registration Statement on Form S-4
(Registration Number 333-39768) filed with the Commission on June 21,
2000).
Exhibit 20 -- Proxy Statement/Prospectus dated July 27, 2000
(incorporated by reference from the Registrant's Registration Statement
on Form S-4 (Registration Number 333-39768) filed with the Commission
on June 21, 2000).
Exhibit 99.1 -- Press Release dated September 27, 2000
announcing the closing of the merger between Citizens Bancorp and the
Registrant.
Exhibit 99.2 -- Unaudited Pro Forma Condensed Combined
Financial information as of June 30, 2000 for the six-month period
ended June 30, 2000 and for the year ended December 31, 1999.
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.
/s/ T. Tim Unger
--------------------------------
T. Tim Unger, President
and Chief Executive Officer
Dated: September 27, 2000