LINCOLN BANCORP /IN/
8-K, 2000-09-27
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  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



<PAGE>



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


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