FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 8, 1996
GERMAN AMERICAN BANCORP
(Exact name of registrant as specified in charter)
Indiana 0-11244 35-1547518
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
711 Main Street, Jasper, Indiana 47546
(Address of Principal Executive Offices)
(812) 482-1314
(Registrant's telephone number, including area code)
NA
(Former Name and Former Address, if changed since last report)
ITEM 5. OTHER EVENTS
German American Bancorp (the `Registrant'') has entered into an agreement with
Peoples Bancorp of Washington, Washington, Indiana providing for the merger of
Peoples Bancorp with German American Bancorp. Peoples Bancorp owns all of the
outstanding stock of Peoples National Bank and Trust Company, Washington,
Indiana.
Under the terms of the Agreement, German American Bancorp will issue between
586,111 shares and 659,375 shares to Peoples shareholders, depending upon German
American's average common stock price during a period prior to the date of the
merger closing. The proposed merger is subject to the approval of the
shareholders of Peoples as well as bank regulatory approvals and other
conditions. The parties contemplate that the merger will be effective at year
end 1996 or in early 1997. The acquisition is described more fully in the press
release dated July 8, 1996 attached hereto as Exhibit 99 and incorporated by
reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
99 Press release issued by the Registrant
on July 8, 1996
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.
Date: July 15, 1996 German American Bancorp
By:/s/John M. Gutgsell
Vice President/Controller
Exhibit 99
For additional information, contact:
George W. Astrike
Chairman and CEO
or
Mark A. Schroeder
President/Chief Financial Officer
(812) 482-1314
FOR IMMEDIATE RELEASE
Jasper, Indiana July 8, 1996
NEWS RELEASE
FOR IMMEDIATE RELEASE
JASPER, INDIANA JULY 8, 1996
GERMAN AMERICAN BANCORP
P.O. BOX 810
JASPER, INDIANA 47547-0810
PEOPLES BANCORP OF WASHINGTON SIGNS MERGER AGREEMENT
WITH GERMAN AMERICAN BANCORP
George W. Astrike, Chairman of the Board and Chief Executive Officer of German
American Bancorp (NASDAQ:GABC), Jasper, Indiana, and David B. Graham, Chairman
of the Board of Peoples Bancorp of Washington, Washington, Indiana, announced
today that they have signed an agreement providing for the merger of Peoples
Bancorp and its subsidiary Peoples National Bank and Trust Company with German
American Bancorp.
Under the terms of the agreement, German American will issue between 586,111
shares and 659,375 shares to Peoples shareholders, depending upon German
American's average common stock price during a period prior to the date of the
merger closing. Based on this formula, Peoples Bancorp shareholders are
expected to receive $21,100,000 of German American Bancorp common stock in a
tax-free exchange, or $35.56 for each of the 593,334 shares of Peoples Bancorp
currently outstanding. The proposed merger is subject to the approval of the
shareholders of Peoples as well as bank regulatory approvals and other
conditions. The parties contemplate that the merger will be effective at year
end 1996 or in early 1997.
Mr. Graham, Peoples Chairman, said `We look forward to our affiliation with the
German American organization and are enthusiastic about the opportunity to be a
part of a community oriented banking organization serving our part of southwest
Indiana.''
Astrike, Chairman of German American Bancorp remarked, `We are delighted to
welcome Peoples National Bank and their customers in Daviess, Knox and Martin
counties to our growing family of community banks which serve the Southwestern
Indiana region. This transaction represents a very important and strategically
significant step for our company.'' Astrike added ``While many hometown banks
are being absorbed by large out-of-market bank holding companies, German
American Bancorp is committed to creating a regional affiliation of community
banks such as Peoples to preserve local interest and control of vital banking
services. By uniting to spread operating costs and service delivery systems
over a larger base, affiliated banks in a common geographic area can more
effectively compete head on with larger metropolitan banking companies and still
preserve the local autonomy that has allowed those banks to serve the unique
characteristics of their own markets, including the vital business and
agricultural segments.''
Astrike continued, `To capitalize on the opportunity to achieve maximum
operational efficiency while enhancing service capabilities and to allow for a
strong and unified effort in eastern Daviess and Martin counties, German
American Bancorp's Martin County affiliate, Union Bank, will be merged with
Peoples National Bank and operate under the Peoples name. Following this
combination, the resulting banking entity will have assets of approximately $140
million and will serve the citizens of Daviess, Knox, and Martin counties with
five convenient locations.''
Joseph A. Wellman, President and CEO of Peoples National Bank, stated `German
American's strength, and that of their affiliated banks, lies in a commitment to
community banking and to the communities in which they operate. We look forward
to being part of an organization that will provide the support and resources of
a larger organization, and still be committed to our area farmers, businesses,
and consumers.''
Following completion of the transaction, German American Bancorp's total assets
will be approximately $475 million, and through its four banking affiliates, it
will operate 18 offices in 15 communities within six contiguous counties in
