UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
GAB BANCORP
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(Name of Issuer)
Common Stock, $10.00 Par Value
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(Title of Class of Securities)
373865104
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(CUSIP Number)
David G. Buehler
1227 West 31st Street
Jasper, Indiana 47546 - (812) 482-5366
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 4, 1997
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five
percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less
of such class.) (See rule 13d-7)
Note: Six copies of this statement, including all
exhibits, should be filed with the commission. See
Rule 13d-l(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
<PAGE>
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CUSIP No. 373865104 Page 2 of 52 Pages
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David G. Buehler
SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
145,515
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
145,515
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
145,515
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
CUSIP No. 373865104 Page 3 of 52 Pages
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David G. Buehler Charitable Trust, dated
December 9, 1994
TIN# 35-1967992
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
18,000
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
18,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
18,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14. TYPE OF REPORTING PERSON*
00
<PAGE>
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
CUSIP No. 373865104 Page 4 of 52 Pages
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph E. Buehler
SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
103
8. SHARED VOTING POWER
124,483
9. SOLE DISPOSITIVE POWER
103
10. SHARED DISPOSITIVE POWER
124,483
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
124,587
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
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CUSIP No. 373865104 Page 5 of 52 Pages
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Buehler Foods, Inc.
IRS# 35-1074241
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
124,463
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
124,463
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
124,463
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON*
00
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Title of Security: Common Stock, $10.00 Par Value
Issuer: GAB Bancorp
711 Main Street
Box 810
Jasper, Indiana 47546
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(f) David G. Buehler, Brenda Buehler, Joseph
E. Buehler, Buehler Foods, Inc., and David G.
Buehler Charitable Trust (hereinafter referred to
at times collectively as the "reporting persons").
Brenda Buehler is the wife of David G. Buehler.
Buehler Foods, Inc. ("BFI") is owned by David G.
Buehler and Joseph E. Buehler (through June 30,
1993, David G. owned approximately 54% of BFI and
Joseph E. owned approximately 45%. The current
percentage ownership is 66% and 34%,
respectively). David G. Buehler Charitable Trust
is a qualifying private foundation created on
December 9, 1994 ("Trust") of which David G.
Buehler is the sole Trustee. The reporting
persons intend to act together as a group with
respect to their shares of Common Stock of the
Company.
David G. Buehler's principal occupation is as
President of Buehler Foods, Inc., a company of
which he owns approximately 66 percent. His
residence address is 1227 West 31st Street,
Jasper, Indiana 47546. David G. Buehler is a
citizen of the United States of America.
Brenda Buehler is the wife of David G.
Buehler and her residence address is the same as
his given above. Her principal occupation is as a
beautician in Washington, Indiana. Brenda Buehler
is a citizen of the United States of America.
Joseph E. Buehler's principal occupation is
as Vice President of Buehler Foods, Inc., a
company of which he owns approximately 34 percent.
His residence address is 1978 East Hillbrook
Drive, Jasper, Indiana 47546. Joseph E. Buehler
is a citizen of the United States of America.
Buehler Foods, Inc. is an Indiana corporation
engaged in the retail grocery business. The
address of Buehler Foods, Inc.'s principal offices
is 1100 West 12th Street, Jasper, Indiana 47546.
The Trust was established on December 9,
1994, and has been recognized as a qualifying
private foundation, exempt from federal income
taxation under Section 501(c)(3) of the Internal
Revenue Code. Its address is c/o David G.
Buehler, Trustee, 1100 West 12th Street, Jasper,
Indiana 47546.
The original Schedule 13D and Amendments
No. 1 and 2 thereto, report shares owned by Judy
Buehler, the spouse of David G. Buehler until
January 2, 1991. Judy Buehler was, for the
respective reports, the Secretary of BFI, was a
citizen of the United States of America and had
the business address of BFI.
During the last five years, none of the
reporting persons has been convicted in a criminal
proceeding or has been a party to a civil
proceeding relating to federal or state securities
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
The event that requires the filing of this
Amendment No. 4 is the consummation on March 4,
1997, of the acquisition by the Company of Peoples
Bancorp of Washington ("Peoples"), an Indiana
corporation and the holding company for The
Peoples National Bank and Trust Company,
Washington, Indiana. The reporting persons own an
aggregate of 145,635 shares of Common Stock.
Prior to the Merger, these 145,635 shares of
Common Stock represented 7.6 percent of the
outstanding shares of Common Stock. As a
consequence of the issuance of 615,285 shares of
Common Stock to the shareholders of Peoples in
exchange for those shareholders' of Peoples
shares, subsequent to the acquisition the
reporting persons own 5.7 percent of the
outstanding shares of Common Stock. No funds or
other consideration were used or are to be used to
purchase Common Stock of the Company with respect
to this transaction and there is no source of
funds with respect to which Item 3 is applicable.
This Amendment #4 also reports earlier
transactions since the filing of Amendment #3, and
in accordance with the position of Securities and
Exchange Commission Staff with regard to first
electronic filings on EDGAR, restates the
provisions of Items 3, 4 and 5 of the earlier
original Schedule 13D and the three (3) amendments
to the Schedule 13D, all of which were paper-
filed.
Other Changes Since Amendment #3
Other transactions have occurred since the
filing as of March 8, 1993 of Amendment #3 to the
Schedule 13D. Those transactions are as follows:
Gift. On December 31, 1996, BFI transferred
18,000 shares to the Trust by gift, for personal
planning purposes.
Dividend Reinvestment Plan. For the years
1995 and 1996 and to date in 1997, BFI has
acquired an aggregate of 5,379.3995 shares, at
various prices, under the Company's Dividend
Reinvestment and Stock Purchase Plan (instituted
May, 1995), as follows:
Year Number of Shares Price Range
1995 1,557.8980 Not Available
1996 3,123.7622 $32.75 to $38.50
1997 (to 1/31) 697.7393 $37.25
Stock Splits and Stock Dividends. The
following shares of the Company were issued to the
indicated persons as a result of stock splits or
stock dividends declared by the Company as
follows:
BFI:
12/06/96 5% Stock Dividend 6,594
12/22/95 5% Stock Dividend 6,280
09/10/93 3-for-2 Stock Split 41,351
David G. and Brenda:
12/06/96 5% Stock Dividend 146
12/22/95 5% Stock Dividend 138
09/10/93 3-for-2 Stock Split 434
Joseph:
12/06/96 5% Stock Dividend 5
12/22/95 5% Stock Dividend 4
09/10/93 3-for-2 Stock Split 31
Intra-Group Transfer. On April 4, 1994,
David G. and Brenda Buehler purchased the 10
shares of the Company from Natalie Buehler,
daughter of David G. and Judy Buehler, 5 of which
shares were included in Schedule 13D and in
Amendments #1 and #2.
Stock Purchases. Subsequent to the date of
Amendment #3, David G. and Brenda Buehler made the
following purchases of shares of the Company on
the open market with personal funds:
Date Number of Shares Price Per Share
April 18, 1994 628 $ 32.00
April 8, 1994 828 $ 32.00
Amendment #3 (March 8, 1993) to Schedule 13D
The following restates Item 3 from Amendment
#3 to Schedule 13D:
"The event that requires the filing of
this Amendment No. 3 is the consummation on
March 8, 1993, of the acquisition by the
Company of Unibancorp, an Indiana corporation
and the holding company for The Union Bank,
Loogootee, Indiana. The reporting persons
own an aggregate of 83,649 shares of Common
Stock. Prior to the Merger, these 83,649
shares of Common Stock represented 10.95
percent of the outstanding shares of Common
Stock. As a consequence of the issuance of
320,283 shares of Common Stock to the
shareholders of Unibancorp in exchange for
those shareholders' Unibancorp shares,
subsequent to the acquisition the reporting
persons own 7.7 percent of the outstanding
shares of Common Stock. No funds or other
consideration were used or are to be used to
purchase Common Stock of the Company and
there is no source of funds with respect to
which Item 3 is applicable."
Other Changes Since Amendment #2
Other transactions occurred between the
filing of Amendment #2 as of April 30, 1986, and
the filing of Amendment #3. Those transactions
were as follows:
Stock Splits. The following shares of the
Company were issued to the indicated persons as a
result of stock splits declared by the Company as
follows:
BFI:
06/12/92 5-for-4 Stock Split 16,540
04/01/87 5-for-4 Stock Split 7,302
David G.:
04/01/87 5-for-4 Stock Split 5,546
David G. and Judy:
04/01/87 5-for-4 Stock Split 368
Joseph:
06/12/92 5-for-4 Stock Split 12
04/01/87 5-for-4 Stock Split 10
Intra-Group Transfer. As part of a property
settlement between David G. and Judy Buehler, on
January 2, 1991, 1,842 shares of the Company were
transferred from their joint names to David G.
Buehler, which he took in his sole name.
Stock Purchases. Subsequent to the date of
Amendment #2, David G. and Brenda Buehler and
David G. Buehler, respectively, made the following
purchases of shares of the Company on the open
market with personal funds:
Date Number of Shares Price Per Share
David G. and Brenda:
December 31, 1992 368 $32.00
December 22, 1992 1 $32.00
December 16, 1992 500 $32.00
David G.:
May 11, 1987 80 $24.00
December 8, 1986 2,079 $29.00
December 1, 1986 50 $28.50
November 20, 1986 50 $28.50
November 13, 1986 50 $28.50
November 7, 1986 323 $28.50
October 29, 1986 576 $28.00
October 27, 1986 130 $28.50
June 11, 1986 2,000 $28.00
May 13, 1986 212 $28.00
May 8, 1986 195 $28.00
May 5, 1986 200 $28.00
May 5, 1986 10 $28.00
All of the above shares acquired by David G. and
Brenda Buehler, and by David G. Buehler were purchased
for, and owned by them and him for, investment
purposes.
Amendment #2 (April 30, 1986) to Schedule 13D
The following restates Item #3 from Amendment
#2 to the Schedule 13D:
"Subsequent to the date of Amendment
No. 1, David G. Buehler made the following
purchases of common stock of the Company on
the open market with personal funds:
Date Number of Shares Price Per Share
May 18, 1985 572 $27.00
October 18, 1985 62 $27.00
November 29, 1985 150 $28.00
The other information required by this Item is
unchanged from that set forth in the Original 13D and
Amendment No. 1."
Amendment #1 (February 27, 1985) to Schedule 13D
The following restates Item #3 from Amendment
#1 to the Schedule 13D:
"In accordance with the agreement
disclosed under Item 4 of the Original 13D,
on February 27, 1985, Buehler Foods, Inc.,
acquired 4,548 shares and David G. Buehler
acquired 2,466 shares of the Company's common
stock at a price of $37.49 per share for a
total of $263,018.09. Funds necessary for
the purchase were borrowed from two
commercial banks. Buehler Foods, Inc.
borrowed approximately $160,000 from
Bloomington National Bank, Bloomington,
Indiana, pursuant to an existing credit
facility totaling $750,000, attached and
incorporated by reference as Exhibit B, and
secured by the stock acquired. The remaining
approximately $10,500 necessary for the
purchase was provided by Buehler Foods,
Inc.'s existing working capital. David G.
Buehler borrowed $78,912 of the funds
necessary to purchase his shares from The
Tell City National Bank, Tell City, Indiana,
pursuant to an existing credit facility
totaling $200,000, cosigned by David G.
Buehler's spouse, secured by a mortgage on
certain real estate, a security interest in
certain personal property, and a pledge of
the stock to be purchased. A copy of the
note connected with this loan is attached as
Exhibit C and incorporated by reference. The
balance of David G. Buehler's purchase price
was represented by personal funds."
Original Schedule 13D (November 1, 1984)
The following restates Item #3 from the
Schedule 13D:
"On November 1, 1984, Buehler Foods,
Inc., acquired 24,661 shares of the Company's
common stock at a price of $37.50 per share
for a total purchase price of $924,787.50.
Funds necessary for the purchase were
borrowed from two commercial banks.
Approximately $580,000 was borrowed from
Bloomington National Bank, Bloomington,
Indiana, which loan is secured by pledge of
the stock acquired. An additional
approximately $345,000 was borrowed from The
German American Bank, Jasper, Indiana (a
subsidiary of the Company), pursuant to an
existing credit facility secured principally
by inventory and equipment of Buehler Foods,
Inc. Copies of the notes and related
documents connected with these two loans are
attached as Exhibit B and incorporated by
reference."
ITEM 4. PURPOSE OF TRANSACTION.
The event that requires the filing of this
Amendment No. 4 is the consummation on March 4,
1997, of the acquisition by the Company of Peoples
Bancorp of Washington, an Indiana corporation and
the holding company for The Peoples National Bank
and Trust Company, Washington, Indiana, and the
issuance of 615,417 shares of Common Stock in such
acquisition. This Amendment #4 also reports
earlier transactions since the filing of
Amendment #3, and in accordance with the position
of Securities and Exchange Commission Staff with
regard to first electronic filings on EDGAR,
restates the provisions of Items 3, 4 and 5 of the
earlier original Schedule 13D and the three (3)
amendments to the Schedule 13D, all of which were
paper-filed.
Buehler Foods, Inc., David G. Buehler,
Joseph E. Buehler and the Trust acquired the
common stock of the Company owned by them for
investment purposes. In the future Buehler Foods,
Inc., David G. Buehler, Joseph E. Buehler or Trust
may acquire additional shares in the Company for
investment purposes from time to time depending
upon market conditions and other factors. This
statement of purposes and potential actions has
remained unchanged since the filing of Amendments
# 1, 2 and 3. An intention to acquire a limited
number of additional shares of the Company was
reflected in the original Schedule 13D, which is
restated below.
None of the reporting persons has any present
plans or proposals with respect to the Issuer that
relate to or could result in the occurrence of any
of the following events:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition
of securities of the Issuer;
(b) An extraordinary corporate transaction, such
as a merger, reorganization or liquidation,
involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Issuer or any of its
subsidiaries;
(d) Any change in the present board of directors
or management of the Issuer, including any
plans or proposals to change the number or
term of directors to fill any existing
vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's
business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other
actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer
to be delisted from a national securities
exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the Issuer
becoming eligible for termination of
registration pursuant to Section 12(g)(4) of
the Exchange Act of 1934; or
(j) Any action similar to any of those enumerated
above.
Original Schedule 13D (November 1, 1984)
The following restates Item 4 from the
original Schedule 13D:
"Buehler Foods, Inc., David G. Buehler and
Joseph E. Buehler acquired the common stock of the
Company owned by them for investment purposes.
David G. Buehler has agreed to acquire an
additional 7,014 shares of common stock of the
Company as soon as necessary regulatory approvals
are received. When purchased, these shares may be
held by David G. Buehler personally or may be
transferred to Buehler Foods, Inc. In addition,
in the future Buehler Foods, Inc., David G.
Buehler or Joseph E. Buehler may acquire
additional shares in the Company for investment
purposes from time to time depending upon market
factors and other conditions. At the present
time, the reporting persons do not intend to
acquire in the aggregate beneficial ownership of
more than 15% of the Company's common stock.
David G. Buehler was elected to the Board of
Directors of the Company on November 5, 1984."
(a) the acquisition by any person of additional
securities of the Issuer, or the disposition
of the Issuer:
(b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation,
involving the Issuer or its wholly-owned
subsidiary;
(c) a sale or transfer of a material amount of
assets of the Issuer or its wholly owned
subsidiary;
(d) any other change in the present board of
directors or management of the Issuer,
including any plans or proposals to change
the number or term of directors or to fill
any existing vacancies on the board;
(e) any material change in the present
capitalization or dividend policy of the
Issuer;
(f) any other material change in the Issuer's
business or corporate structure;
(g) any other changes in the Issuer's charter,
by-laws or instruments corresponding thereto
or other actions which may impede the
acquisition of control of the Issuer by any
person;
(h) causing a class of securities of the Issuer
to be delisted from a national securities
exchange or to cease to be authorized to be
quoted in an interdealer quotation system of
a registered national securities association;
(i) a class of equity securities of the Issuer
becoming eligible for termination of
registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1940, as
amended, or
(j) any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The following table sets forth the number and
percentage of shares of Common Stock of the
Company beneficially owned as of March 8, 1997, by
each of the reporting persons, each of whom has
sole voting and investment power with respect to
such shares except as indicated below:
Beneficial Owner Number of Shares Percentage of
Shares
David G. Buehler 145,515 (1,2,4) 5.7%
Brenda Buehler 3,052 (2) .1%
Joseph E. Buehler 124,587 (3) 4.9%
Buehler Foods, Inc. 124,463 4.9%
Trust 18,000 .7%
1 The share totals and percentages include
124,463 shares owned of record by Buehler
Foods, Inc., a company owned by David G.
Buehler and Joseph E. Buehler. The voting
and disposition of these 124,463 shares are
jointly directed by the owners of Buehler
Foods, Inc.
2 David G. Buehler and Brenda Buehler jointly
own 3,051 shares.
3 Includes 103 shares held by Joseph E. Buehler
in his sole name and 20 shares owned by
Joseph E. Buehler's children.
4 The share totals and percentages include
18,000 shares owned of record by the David G.
Buehler Charitable Trust of which David G.
Buehler is the sole Trustee.
Amendment #3 (March 8, 1993) to Schedule 13D
The following restates Item 5 from Amendment
#3 to Schedule 13D:
"The following table sets forth the
number and percentage of shares of Common
Stock of the Company beneficially owned by
each of the reporting persons, each of whom
has sole voting and investment power with
respect to such shares except as indicated
below:
Beneficial Owner Number of Shares Percentage of
Shares
David G. Buehler 83,572 (1,2) 7.7% (1)
Brenda Buehler 869 (2) 0.1%
Joseph E. Buehler 82,780 (1,3) 7.6% (1)
Buehler Foods, Inc. 82,703 7.6%
1 The share totals and percentages include
82,703 shares owned of record by Buehler
Foods, Inc., a company owned by David G.
Buehler and Joseph E. Buehler. The voting
and disposition of these 82,703 shares are
jointly directed by the owners of Buehler
Foods, Inc.
2 David G. Buehler and Brenda Buehler jointly
own 869 shares.
3 Includes 15 shares held by Joseph E.
Buehler's children."
Amendment #2 (April 30, 1986) to Schedule 13D
The following restates Item 5 from Amendment
#2 to Schedule 13D:
"The following table sets forth the
number and percentage of shares of the common
stock of the Company beneficially owned by
each reporting person:
Number (Percentage) of Shares Record Holder
29,209 (5.91%) Buehler Foods, Inc.
16,309 (3.30%) David G. Buehler
1,474 (0.30%) David G. Buehler and
Judy Buehler
5 (--) Natalie Buehler
(daughter of David and
Judy Buehler)
40 (--) Joseph E. Buehler and
Carolyn Buehler
David G. Buehler has sole voting and
dispositive power with respect to the shares owned
by him and shares voting and dispositive power
with respect to the shares owned by Buehler Foods,
Inc., and the shares owned jointly with his wife,
Judy Buehler. David G. Buehler disclaims
beneficial ownership of the shares owned by his
daughter. Joseph E. Buehler shares voting and
dispositive power with respect to the shares owned
by Buehler Foods, Inc., and the shares owned
jointly with his wife, Carolyn Buehler. Judy and
Carolyn Buehler share voting and dispositive power
with respect to the shares held jointly with their
husbands."
Amendment #1 (February 27, 1985) to Schedule 13D
The following restates Item 5 from Amendment
#1 to Schedule 13D:
"The following table sets forth the
number and percentage of shares of the common
stock of the Company beneficially owned by
each reporting person:
Number (Percentage) of Shares Record Holder
29,209 (7.3%) Buehler Foods, Inc.
15,525 (11.6%) David G. Buehler
1,474 (0.4%) David G. Buehler and
Judy Buehler
5 (--) Natalie Buehler
(daughter of David and
Judy Buehler)
40 (--) Joseph E. Buehler and
Carolyn Buehler
David G. Buehler has sole voting and
dispositive power with respect to the shares owned
by him and shares voting and dispositive power
with respect to the shares owned by Buehler Foods,
Inc., and the shares owned jointly with his wife.
David G. Buehler disclaims beneficial ownership of
the shares owned by his daughter. Joseph E.
Buehler shares voting and dispositive power with
respect to the shares owned by Buehler Foods,
Inc., and the shares owned jointly with his wife.
Carolyn and Judy Buehler share voting and
dispositive power with respect to the shares held
jointly with their husbands."
Original Schedule 13D (November 1, 1984)
The following restates Item 5 from the
original Schedule 13D:
"The following table sets forth the
number and percentage of shares of the common
stock of the Company beneficially owned by
each reporting person:
Number (Percentage) of Shares Record Holder
24,661 (6.2%) Buehler Foods, Inc.
13,059 (3.3%) David G. Buehler
1,474 (0.4%) David G. Buehler and
Judy Buehler
5 (--) Natalie Buehler
(daughter of David and
Judy Buehler)
40 (--) Joseph E. Buehler and
Carolyn Buehler
David G. Buehler has sole voting and
dispositive power with respect to the shares owned
by him and shares voting and dispositive power
with respect to the shares owned by Buehler Foods,
Inc., and the shares owned jointly with his wife.
David G. Buehler disclaims beneficial ownership of
the shares owned by his daughter. Joseph E.
Buehler shares voting and dispositive power with
respect to the shares owned by Buehler Foods,
Inc., and the shares owned jointly with his wife.
Carolyn and Judy Buehler share voting and
dispositive power with respect to the shares held
jointly with their husbands.
As set forth in Item 4 above, David G.
Buehler has agreed to acquire an additional 7,014
shares of the Company's common stock."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
a. 1995 Pledge. On August 11, 1995, BFI pledged
to National City Bank, Indiana ("National"),
pursuant to a Pledge Agreement, dated August
11, 1995, 120,054 of the common shares of the
Company owned by it, to secure obligations
under a Credit and Security Agreement by and
between BFI and National, dated August 11,
1995. As of the date hereof, 112,728 common
shares of the Company are subject to the
Pledge Agreement.
b. 1996 Pledge. BFI has pledged to United
Fidelity Bank, fsb ("Bank") pursuant to a
Pledge and Security Agreement (Third Party
Pledgor), dated September 6, 1996, 9,439 of
the common shares of the Company owned by it,
to secure obligations under a Commercial Term
Promissory Note, dated September 6, 1996,
executed by The Marjorie Buehler Real Estate
Trust, dated December 12, 1984, in favor of
Bank, in the principal amount of $300,000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement pursuant to Regulation Sec. 240.13d-
1(f).
(b) Agreement pursuant to Regulation Sec. 240.13d-
1(f).
(c) Pledge and Security Agreement, dated
September 6, 1996, executed by Buehler Foods,
Inc. in favor of The Marjorie Buehler Real
Estate Trust.
(d) Pledge Agreement, dated August 11, 1995, by
and between Buehler Foods, Inc. and National
City Bank, Indiana.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct.
May 15, 1997 /s/ David G. Buehler
---------------------------
David G. Buehler
BRENDA BUEHLER
May 15, 1997 /s/ David G. Buehler
---------------------------
David G. Buehler, Attorney
under Power, dated April 12,
1993
May 15, 1997 JOSEPH E. BUEHLER
/s/ David G. Buehler
---------------------------
David G. Buehler, Attorney
under Power, dated April 12,
1993
BUEHLER FOODS, INC.
May 15, 1997 /s/ David G. Buehler
---------------------------
David G. Buehler, President
and Attorney under Power,
dated April 12, 1993
DAVID G. BUEHLER CHARITABLE
TRUST, December 9, 1994
May 15, 1997 /s/ David G. Buehler
---------------------------
David G. Buehler, Trustee
and Attorney under Power
dated May 15, 1997
<PAGE>
EXHIBIT INDEX
Description Page Number
Agreement Pursuant to
Regulation Sec. 240.13d-1(f) and
Power of Attorney. 7 - 28
Agreement pursuant to
Regulation Sec. 240.13d-1(f). 29 - 30
Pledge and Security Agreement, dated
September 6, 1996, executed by
Buehler Foods, Inc. in favor of
The Marjorie Buehler Real Estate Trust. 31 - 44
Pledge Agreement, dated August 11, 1995,
by and between Buehler Foods, Inc.
and National City Bank, Indiana. 45 - 52
<PAGE>
AGREEMENT PURSUANT TO REGULATION Sec. 240.13D-1(f)
AND POWER OF ATTORNEY
The undersigned hereby agree and consent to the
filing of a single Schedule 13D and any and all
amendments thereto with the Securities and Exchange
Commission on behalf of each of them in connection with
the beneficial ownership of securities of GAB Bancorp.
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
David G. Buehler his true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all
amendments to the Schedule 13D and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he
might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or
his substitute, may lawfully do or cause to be done by
virtue hereof.
/s/ David G. Buehler
_____________________
David G. Buehler
/s/ Brenda Buehler
_____________________
Brenda Buehler
/s/ Joseph E. Buehler
_____________________
Joseph E. Buehler
BUEHLER FOODS, INC.
/s/ David G. Buehler, President
_______________________________
David G. Buehler, President
April 12, 1993
<PAGE>
AGREEMENT PURSUANT TO REGULATION Sec. 240.13D-1(f)
AND POWER OF ATTORNEY
The undersigned hereby agrees and consents to the
filing of a single Schedule 13D and any and all
amendments thereto with the Securities and Exchange
Commission on behalf of itself, David G. Buehler,
Brenda Buehler, Joseph E. Buehler and Buehler Foods,
Inc., and each of them, in connection with the
beneficial ownership of securities of GAB Bancorp.
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned, together with David G. Buehler, Brenda
Buehler, Joseph E. Buehler and Buehler Foods, Inc.,
under Agreement and Power of Attorney dated April 12,
1993, constitutes and appoints David G. Buehler its
true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for it and in
its name, place and stead, in any and all capacities,
to sign any and all amendments to the Schedule 13D and
to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities
and Exchange Commission and any other regulatory
authority, granting unto said attorney-in-fact and
agent full power and authority to do and perform each
and every act and thing requisite and necessary to be
done in and about the premises as fully to all intents
and purposes as it might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or its substitute, may lawfully do or cause
to be done by virtue hereof.
DAVID G. BUEHLER CHARITABLE
TRUST, dated December 9, 1994
By /s/ David G. Buehler
__________________________
David G. Buehler, Trustee
Date: May 15, 1997
<PAGE>
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT made this 11th day of August, 1995, by
and between Buehler Foods, Inc, an Indiana corporation
(hereinafter referred to as "Pledgor"), and National City Bank,
Indiana, a national banking association, having its principal
office at 101 West Washington Street, Indianapolis, Indiana
46255.
WITNESSETH:
WHEREAS, Pledgor has entered into a certain Credit and
Security Agreement by and between Pledgor and the Bank dated
August 11, 1995 (hereinafter, as it may from time to time be
amended and supplemented, referred to as the "Credit Agreement");
and
WHEREAS, as further consideration and inducement to the Bank
to provide the credit facilities contemplated by the Credit
Agreement, Pledgor intends to execute this Pledge Agreement to
further collateralize Pledgor's obligations under the Credit
Agreement; and
WHEREAS, it is a condition precedent to the obligations of
the Bank under the Credit Agreement that the Pledgor shall
execute and deliver this Pledge Agreement and to perform
hereunder.
NOW, THEREFORE, in consideration of the foregoing, the
Pledgor hereby agrees with the Bank as follows:
1. Definitions. All terms used in this Agreement which
are not defined herein, but are defined in the Credit Agreement
shall have the respective meanings ascribed to them therein. The
term "Pledged Stock" as used herein shall mean and include all of
the issued and outstanding shares of the capital stock or other
securities owned by Pledgor or voting trust certificates or other
documents of any kind evidencing any and all ownership or other
interests of Pledgor in such securities or any certificates of
deposits, instruments, or securities of any other entities, as
listed on Schedule 1 annexed hereto (and any supplemental
schedules attached hereto or delivered to the Bank from time to
time), and any other stock, certificates or securities that have
been delivered or are delivered in the future to the Bank by or
on behalf of Pledgor and any and all proceeds thereof, now or
hereafter owned or acquired by the Pledgor.
2. Pledge; Rights and Remedies. (a) As collateral
security for the due payment and performance of all indebtedness
and other liabilities and obligations, whether now existing or
hereafter arising, of Pledgor to the Bank arising out of the
Credit Agreement, and all instruments, agreements and documents
executed, issued and delivered pursuant thereto, including,
without limitation, this Agreement (all hereinafter called the
"Obligations"), the Pledgor hereby pledges, assigns,
hypothecates, delivers, and sets over to the Bank all of his
right, title and interest in and to the Pledged Stock, and hereby
grants to the Bank a security interest in all of his right, title
and interest in and to the Pledged Stock and in the proceeds
thereof.
(b) If the Pledgor shall become entitled to receive or
shall receive any stock or voting trust certificate (including,
without limitation, any certificate representing a stock dividend
or a distribution in connection with any reclassification,
increase, or reduction of capital), option or rights, whether as
an addition to, in substitution of, or in exchange for any
Pledged Stock, or otherwise, the Pledgor shall accept any such
instruments as the Bank's agent, shall hold them in trust for the
Bank, and shall deliver them forthwith to the Bank in the exact
form received, with the Pledgor's endorsement when necessary,
and/or appropriate stock powers duly executed in blank, to be
held by the Bank, subject to the terms hereof, as further
collateral security for the Obligations.
(c) Any or all shares of the Pledged Stock held by the Bank
hereunder may, at the option of the Bank, be registered in the
name of the Bank or its nominee as pledgee, and the Bank or its
nominee may thereafter, with thirty (30) days' prior written
notice to Pledgor, and after the occurrence of any Event of
Default defined or specified in the Credit Agreement, exercise
all available voting and corporate rights at any meeting of any
corporation issuing any of the shares or other securities
included in the Pledged Stock and exercise any and all rights of
conversion, exchange, subscription, or any other rights,
privileges or options pertaining to any of the Pledged Stock as
if it were the absolute owner thereof, including, without
limitation, the right to receive dividends payable thereon and
the right to exchange, at its discretion, any and all of the
Pledged Stock upon the merger, consolidation, reorganization,
recapitalization, or other readjustment of any corporation
issuing any of such securities or upon the exercise by any such
issuer of any right, privilege, or option pertaining to any of
the Pledged Stock, and in connection therewith, to deposit and
deliver any and all of the Pledged Stock with any committee,
depository, transfer agent, registrar or other designated agency
upon such terms and conditions as it may determine, all without
liability except to account for property actually received by it,
but the Bank shall have no duty to exercise any of the aforesaid
rights, privileges, or options and shall not be responsible for
any failure or omission to do so or delay in so doing.
(d) In the event of the occurrence of any Event of Default
defined or specified in the Credit Agreement, the Bank shall have
the right to require that all cash dividends payable with respect
to any part of the Pledged Stock be paid to the Bank to be held
by the Bank as additional security hereunder until applied to the
Obligations.
(e) In the event of the occurrence of any Event of Default
defined or specified in the Credit Agreement, the Bank, without
demand of performance or other demand, advertisement, or notice
of any kind (except the notice specified below of the time and
place of public or private sale) to or upon any other person or
entity, including, without limitation, any trustee (all and each
of which demands, advertisements and/or notices are, to the
extent permitted by law, hereby expressly waived), except that
Bank shall give thirty (30) days' prior written notice to
Pledgor, may forthwith collect, receive, appropriate and realize
upon the Pledged Stock, or any part thereof, and/or may forthwith
sell, assign, give an option or options to purchase, contract to
sell, or otherwise dispose of and deliver the Pledged Stock, or
any part thereof, in one or more parcels at public or private
sale or sales, in whatever order the Bank may select, at any
exchange, broker's board or at any of the Bank's offices or
elsewhere at such prices and on such terms (including, without
limitation, a requirement that any purchaser of all or any part
of the Pledged Stock shall be required to purchase the securities
constituting the Pledged Stock for investment and without any
intention to make a distribution thereof) as it may deem best,
for cash or on credit or for future delivery without assumption
of any credit risk, with the right to the Bank or any purchaser
upon any such sale or sales, whether public or private, to
purchase the whole or any part of the Pledged Stock so sold, free
of any right or equity of redemption in the Pledgor, which right
or equity is hereby expressly waived and released.
(f) The proceeds of any collection, recovery, receipt,
appropriation, realization, sale or other disposition, shall be
applied as follows:
First, to the reasonable costs and expenses of every
kind incurred in connection therewith or incidental to the
care, safekeeping, or otherwise of any and all of the
Pledged Stock or in any way relating to the rights of the
Bank hereunder, including reasonable attorneys' fees and
legal expenses;
Second, to the satisfaction of the Obligations in such
order as the Bank may determine in its sole discretion;
Third, to the payment of any other amounts required by
applicable law; and
Fourth, to the Pledgor, to the extent of the surplus
proceeds, if any. The Bank shall have no duty to account to
Pledgor unless a surplus exists upon liquidation of the
Pledged Stock and any other collateral.
(g) The Bank need not give more than five (5) days' notice
of the time and place of any public sale or of the time after
which a private sale may take place and such notice shall be
deemed to be reasonable notification of such matters.
(h) In the event that the proceeds of any collection,
recovery, receipt, appropriation, realization, sale or other
disposition are insufficient to pay all amounts to which the Bank
is legally entitled, the Pledgor will be liable, jointly and
severally with all guarantors or parties obligated to the Bank
under the documents evidencing the obligations for any deficiency
together with interest thereon at the rate prescribed in the
Credit Agreement and the reasonable fees of any attorneys
employed by the Bank to collect such deficiency.
3. Rights of Pledgor. Unless and until an Event of
Default as defined in the Credit Agreement shall have occurred
and be continuing, the Pledgor shall be entitled:
(a) to vote all or any part of the Pledged Stock at any and
all shareholder meetings of the issuer thereof and to execute
consents in respect thereof, and to consent to, ratify, or waive
notice of any or all shareholder meetings of the issuer thereof
with the same force and effect as if this Pledge Agreement had
not been made and, if necessary and upon the receipt of the
written request from the issuer thereof and/or the Pledgor, the
Bank shall from time to time execute and deliver appropriate
proxies for that purpose, provided that the Pledgor covenants and
agrees not to vote the Pledged Stock in a manner which would
create an Event of Default or Unmatured Event of Default under
the Credit Agreement or any of the Loan Documents, and
(b) to receive and collect or to have paid over all
dividends declared or paid on the Pledged Stock, except
(i) dividends or distributions constituting stock dividends,
(ii) dividends or distributions in kind, or (iii) liquidating
dividends (either partial or complete), provided that any and all
such excepted dividends and distributions shall constitute
additional collateral for the purposes of this Pledge Agreement
and shall be delivered and pledged with the Bank in accordance
with Section 2(b) hereof.
4. Representations. The Pledgor represents and warrants
that:
(a) Pledgor is, as of the date hereof, the legal and
beneficial owner of all of the Pledged Stock;
(b) All of the shares of the Pledged Stock have been duly
and validly issued, are fully paid and non-assessable, and are
owned by the Pledgor free and clear of any pledge, mortgage,
hypothecation, lien, charge, encumbrance, or any security
interest in such shares or the proceeds thereof except for the
security interest granted to the Bank hereunder; and
(c) Upon delivery of the Pledged Stock to the Bank or an
agent for the Bank, this Pledge Agreement creates and grants a
valid first lien on and perfected security interest in the shares
of the Pledged Stock and the proceeds thereof, subject to no
prior security interest, lien, charge, or encumbrance and subject
to no other security interest, lien, charge, or encumbrance or to
any agreement purporting to grant to any third party a security
interest in the property or assets of the Pledgor which would
include the Pledged Stock.
(d) No authorization, approval or other action by, and no
notice to or filing with, any governmental authority or
regulatory body is required to be obtained or made by Pledgor
either (i) for the pledge by the Pledgor of the Pledged Stock
pursuant to this Agreement or for the execution, delivery or
performance of this Agreement by the Pledgor, or (ii) for the
exercise by the Pledgee of the voting or other rights provided
for in this Agreement or the remedies in respect of the Pledged
Stock pursuant to this Agreement, subject to applicable state and
securities laws.
(e) There are no restrictions on the transfer of the
Pledged Stock except such, if any, as appear on the face or back
of the certificates or other evidence of the Pledged Stock or are
imposed by operation of law, and there are no options, warrants
or rights pertaining thereto. The Pledgor has the right to
transfer the Pledged Stock free of any encumbrances and without
the consent of the creditors of the Pledgor, any persons, or any
governmental agency whatsoever.
(f) Neither the execution or delivery of this Agreement,
nor the consummation of the transactions contemplated hereby, nor
the compliance with or performance of the terms and conditions of
this Agreement by the Pledgor is prevented by, limited by,
conflicts with or will result in the breach or violation of or a
default under the terms, conditions or provisions of (i) any
mortgage, security agreement, indenture, evidence of
indebtedness, loan or financing agreement, trust agreement,
stockholder agreement, or other agreement or instrument to which
the Pledgor is a party or by which it is bound or (ii) any
provision of law, any order of any court or administrative agency
or any rule or regulation applicable to the Pledgor, subject to
applicable state and federal securities laws.
(g) Any assignee of all or any portion of the Pledged Stock
is essential to receive payments with respect thereto without any
defense, counterclaim, set-off, abatement, reduction, recoupment
or other claim arising out of the actions of the Pledgor.
(h) There are no actions, suits or proceedings (whether or
not purportedly on behalf of the Pledgor) pending or, to the best
knowledge of the Pledgor, threatened affecting the Pledgor that
involve the Pledged Stock.
(i) All consents or approvals, if any, required as a
condition precedent to or in connection with the due and valid
execution, delivery and performance by the Pledgor of this
Agreement have been obtained, subject to applicable state and
federal securities laws.
5. Covenants. (a) The Pledgor hereby covenants that so
long as the Obligations shall be outstanding and unpaid, in whole
or in part, the Pledgor will not without the prior written
consent of the Bank sell, convey, or otherwise dispose of any
shares of the Pledged Stock or any interest therein, nor will the
Pledgor create, incur, or permit to exist any pledge, mortgage,
lien, charge, encumbrance, or any security interest whatsoever
with respect to any of the Pledged Stock or the proceeds thereof
other than that created or permitted by the Credit Agreement or
hereby; provided that the consent of the Bank is not required for
the Pledgor to transfer any or all of the Pledged Stock if
transferred pursuant to the terms of the Shareholders Agreement
(as defined in the Credit Agreement) and if the transferee holds
the Pledged Stock subject to this Pledge Agreement.
(b) The Pledgor warrants and will defend the Bank's right,
title, special property and security interest in and to the
Pledged Stock against the claims of any person, firm,
corporation, or other entity.
6. Sale of Pledged Stock. (a) If the Bank shall
determine to exercise its right to sell any part of the Pledged
Stock, and if in the opinion of counsel for the Bank it is
necessary to have the Pledged Stock, or that portion thereof to
be sold, registered under the provisions of the Securities Act of
1933, as amended (the "Securities Act"), the Pledgor will use his
best efforts to cause each issuer of shares included in the
Pledged Stock contemplated to be sold to execute and deliver, and
cause the directors and officers of each issuer to execute and
deliver, all at the Pledgor's expense, all such instruments and
documents, and to do or cause to be done all such other acts and
things as may be necessary to register the Pledged Stock, or that
portion thereof to be sold, under the provisions of the
Securities Act and to cause the registration statement relating
thereto to become effective and to remain effective for a period
of one year from the date of the first public offering of the
Pledged Stock, or that portion thereof so to be sold, and to make
all amendments thereto and/or to the related prospectus which, in
the opinion of the Bank or its counsel, are necessary or
advisable, all in conformity with the requirements of the
Securities Act and the rules and regulations of the Securities
and Exchange Commission applicable thereto; to cause each such
issuer to comply with the provisions of the securities laws and
regulations of any jurisdiction which the Bank shall designate;
and to cause each such issuer to make available to its security
holders, as soon as practicable, an earnings statement (which
need not be audited) covering a period of twelve months, but not
more than eighteen months, beginning with the first month after
the effective date of any such registration statement, which
earnings statement will satisfy the provisions of Section 11(a)
of the Securities Act.
(b) The Pledgor acknowledges that a breach of any of the
covenants contained in subparagraph 6(a) above will cause
irreparable injury to the Bank, that the Bank shall have no
adequate remedy at law in respect of such breach and, as a
consequence, the covenants of the Pledgor contained in the said
subparagraph 6(a) shall be specifically enforceable against the
Pledgor, and the Pledgor hereby waives, and shall not assert, any
defenses against an action for specific performance of such
covenants, except for a defense that no Event of Default defined
or specified in the Credit Agreement has occurred.
(c) Notwithstanding the foregoing, the Pledgor recognizes
that the Bank may be unable to effect a public sale of all or a
part of the Pledged Stock, and may be compelled to resort to one
or more private sales to a restricted group of purchasers who
will be obligated to agree, among other things, to acquire such
securities for their own account, for investment and not with a
view to the distribution or resale thereof. The Pledgor
acknowledges that any such private sales may be at places and on
terms less favorable to the seller than if sold at public sales
and agrees that such private sales shall be deemed to have been
made in a commercially reasonable manner, and that the Bank has
no obligation to delay sale of any such securities for the period
of time necessary to permit the issuer of such securities to
register such securities for public sale under the Securities
Act.
7. Cooperation. The Pledgor shall at any time and from
time to time, upon the request of the Bank, execute and deliver
such further documents and do such further acts and things as the
Bank may reasonably request in order to effect the purposes of
this Pledge Agreement, including, without limitation, delivering
to the Bank on the date hereof or at any time hereafter stock
powers and irrevocable proxies with respect to the Pledged Stock
in the form of Exhibit A and Exhibit B, respectively, attached
hereto.
8. General. (a) Beyond the exercise of reasonable care
to assure the safe custody of the Pledged Stock while held
hereunder, the Bank shall have no duty or liability to preserve
rights pertaining thereto and shall be relieved of all
responsibility for the Pledged Stock upon surrendering it to the
Pledgor.
(b) No course of dealing between the Pledgor and the Bank,
nor any failure to exercise, nor any delay in exercising, on the
part of the Bank, any right, power, or privilege, whether now
existing or hereafter arising hereunder or under the Credit
Agreement or the Notes, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power, or
privilege hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, power, or
privilege.
(c) The rights and remedies herein provided, and provided
in the Credit Agreement and the Notes executed and delivered in
connection therewith and in all other agreements, instruments,
and documents delivered or to be delivered pursuant to any of the
foregoing, are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law, including,
without limitation, the rights and remedies of a secured party
under the Uniform Commercial Code.
(d) The provisions of this Pledge Agreement are severable,
and if any clause or provision shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall affect only such clause or
provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision in this Pledge
Agreement in any jurisdiction.
(e) This Pledge Agreement shall inure to the benefit of,
and be binding upon, the successors and assigns of the parties
hereto. Notwithstanding the foregoing, the Pledgor shall not
have the right to assign or delegate any of its rights or
obligations hereunder without the prior written consent of the
Bank, and any purported assignment or delegation in the absence
of such consent shall be void.
(f) This Pledge Agreement has been executed and delivered
in the State of Indiana. This Pledge Agreement shall be governed
by and construed in accordance with the laws of the State of
Indiana.
(g) The Pledgor recognizes that the Bank has relied on the
pledge and security interest granted herein by the Pledgor in
extending credit and making the financial accommodations to the
Borrower, and the Pledgor agrees that such reliance by Bank shall
be sufficient consideration for this pledge.
(h) This Agreement may be signed in any number of
counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument.
(i) The section headings used herein are for convenience
only and shall not be read or construed as limiting the substance
or generality of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Pledge Agreement to be duly executed and delivered as of the day
and year first written above.
BUEHLER FOODS, INC. NATIONAL CITY BANK, INDIANA
By /s/ David G. Buehler, Pres. By /s/ Michael J. Stewart, VP
________________________________ ____________________________
David G. Buehler, President Michael J. Stewart, Vice President
<PAGE>
Schedule I to Pledge Agreement
dated August 11, 1995, from
Buehler Foods, Inc. to
National City Bank, Indiana
LIST OF PLEDGED STOCK
Name of Issuer Certificate Number Number/Class
of
Shares/Units
GAB Bancorp 120,054 shares
<PAGE>
EXHIBIT A
For Value Received, Buehler Foods, Inc., by its President,
David G. Buehler, hereby sells, assigns and transfers unto One
Hundred Twenty Thousand Fifty-Four (120,054) Shares of the Common
Capital Stock ("Stock") of GAB Bancorp, an Indiana bank holding
company ("company") standing in Buehler Foods, Inc.'s name on the
books of said corporation represented by Certificate No(s). _____
_______________________ herewith and do hereby irrevocably
constitute and appoint ______________________________ attorney to
transfer the Stock on the books of the Company with full power of
substitution in the premises.
Dated: ____________, 19____
BUEHLER FOODS, INC.
By: _____________________
David G. Buehler
President
State of Indiana )
) SS:
County of ______________ )
Before me, the undersigned, a Notary Public, in and for said
County and State, this _____ day of __________, 19___, personally
appeared David G. Buehler, the President of Buehler Foods, Inc.,
an Indiana corporation, and acknowledged the execution of the
foregoing instrument to be his voluntary act and deed on behalf
of said corporation.
IN WITNESS WHEREOF, I have hereunto to subscribed my name
and affixed my official seal.
_________________________
Notary Public
_________________________
Printed
My Commission Expires:
_________________________
Residing in said county:
_________________________
<PAGE>
EXHIBIT B
IRREVOCABLE PROXY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby make, constitute and appoint National City Bank, Indiana
(the "Bank") and each of the Bank's officers and employees, its
true and lawful attorneys, for it and in its name, place and
stead, to act as its proxy in respect of all of the shares of
capital stock of GAB Bancorp, an Indiana corporation (hereinafter
referred to as the "Corporation"), which the undersigned now or
hereafter may beneficially own or hold, including, without
limitation, the right, on behalf of the undersigned, to demand
the call by any proper officer of the Corporation pursuant to the
provisions of its Articles of Incorporation or By-Laws and as
permitted by law of a meeting of its shareholders and at any such
meeting of shareholders, annual, general or special, to vote for
the transaction of any and all business that may come before such
meeting, or at any adjournment thereof, including, without
limitation, the right to vote for (i) the consolidation, merger
or other consolidation with or into the Corporation, (ii) the
sale of all or any part of the assets of the Corporation and/or
(iii) the liquidation and dissolution of the Corporation; giving
and granting to its said attorneys full power and authority to do
and perform each and every act and thing whether necessary or
desirable to be done in and about the premises, as fully as the
undersigned might or could do if personally present with full
power of substitution, appointment and revocation, hereby
ratifying and confirming all that the undersigned's said
attorneys shall do or cause to be done by virtue hereof.
This Proxy is given to the Bank and to its officers and
employees in consideration of one or more loans of even date
herewith by the Bank to Buehler Foods, Inc. ("the "Borrower"),
and in order to carry out the covenant of the undersigned
contained in a certain Pledge Agreement of even date herewith
with the Bank. This Proxy is coupled with an interest, shall not
be revocable or revoked by the undersigned, shall be binding upon
successors and assigns of the undersigned until the payment in
full of all of the indebtedness, obligations or liabilities to
the Bank of the Borrower, and may be exercised only after a
default in payment of principal or interest when due of any such
indebtedness or the occurrence of any other Event of Default as
defined or specified in the Credit Agreement referred to in the
Pledge Agreement.
IN WITNESS WHEREOF, the undersigned has executed this
Irrevocable Proxy as of this 11th day of August 1995.
BUEHLER FOODS, INC.
/s/ David G. Buehler, Pres.
____________________________
David G. Buehler, President
<PAGE>
PLEDGE AND SECURITY AGREEMENT
(Third Party-Pledgor)
The undersigned, Buehler Foods, Inc., being hereinafter
referred to as "Pledgor," and for a valuable consideration and to
induce United Fidelity Bank, fsb, hereinafter referred to as
"Lender," to extend new credit to Joseph Buehler and Mary Jane
Becher, as Trustees of The Marjorie Buehler Real Estate Trust
dated December 12, 1984, hereinafter referred to as "Borrower,"
HEREBY GRANTS to Lender a security interest in the following
described securities:
9439 shares of German American Bancorp stock, as
represented by Stock Certificate No(s). G 2203 and G 1686 .
The indebtedness and obligations of Borrower which are
secured by this Pledge Agreement are a loan in the amount of
Three Hundred Thousand Dollars ($300,000.00), as evidenced by a
certain Commercial Term Promissory Note of even date herewith
executed by Borrower in favor of Lender, and all renewals,
extensions, rearrangements, and increases thereof, and any other
loans made in the future to Borrower which specifically reference
this Agreement, being hereinafter collectively referred to as
"Obligations."
This contract and Agreement is made upon and is subject to
the following additional terms and provisions, to-wit:
1. Warranties of Pledgor. The Pledgor warrants and
represents that it is the lawful owner of the securities hereby
pledged to Lender, that there are no restrictions on the transfer
of any of the pledged securities other than may appear on the
fact of the certificate(s), and that the Pledgor has the right to
pledge and encumber said securities and to transfer said
securities free of any encumbrances without obtaining the consent
of any party.
2. Covenants of Pledgor. Pledgor covenants and agrees
that, as long as the Obligations secured hereby are unpaid,
Pledgor will not, without the written consent of Lender first
obtained, (a) cause, vote for, or consent to the issuance of any
additional capital stock by any corporation whose stock is
pledged hereby; (b) vote for, cause, or permit any merger,
consolidation, dissolution, sale or liquidation of such
corporation, or any of its assets; or (c) vote for, cause, or
permit any lien or encumbrance or mortgage or security interest
to exist against the assets of the corporation except those which
exist of record as of the date hereof or except those which arise
in the ordinary course of business and are for value received.
3. Voting; Dividends and Recapitalization. So long as the
Obligations are not in default, Pledgor may vote the securities
pledged hereunder. In the event that, during the term of this
pledge, any share dividend, stock split, reclassification,
readjustment, or other changes are declared or made in the
capital structure of any corporation, the shares of which are
pledged hereby, all new, substituted, and additional shares or
other securities issued by reason of any such change and any bond
interest or premium shall be held by the Lender under the terms
of this Agreement in the same manner as the shares originally
pledged hereunder.
4. Waiver of Notice. Pledgor specifically waives any
notice of acceptance of this Pledge Agreement by Lender and of
the creation, advancement, increase, existence, extension or
renewal or rearrangement of the Obligations, or any indulgence
with respect to the Obligations, or any part thereof, and of
nonpayment thereof or default thereon, and waives grace, demand,
protest, presentment and notice of demand, protest and
presentment with respect to the Obligations, and waives notice of
the amount of the Obligations outstanding at any time and agrees
that the maturity of the Obligations, or any part thereof, may be
accelerated, extended or renewed or any other indulgence may be
granted with respect thereto by Lender at its will or as may be
agreed by Borrower without notice to or further consent by
Pledgor at any time or times and from time to time.
5. Release. Pledgor agrees that no renewal, extension or
rearrangement of or any other indulgence with respect to the
Obligations, or any part thereof, no release of or substitution
for any security or guaranty now or hereafter held by Lender for
payment of the Obligations, or of any part thereof, no release of
Borrower or of any other person primarily or secondarily liable
on the Obligations, or any part thereof (including any maker,
endorser, guarantor or surety), no delay in enforcement of
payment of the Obligations, or any part thereof, and no delay or
omission or lack of diligence or care in exercising any right or
power with respect to the Obligations or any security therefor or
guaranty thereof or under this Agreement shall in any manner
impair or affect the rights of Lender under this Pledge Agreement
or of the liability of Pledgor hereunder. Pledgor specifically
agrees that it shall not be necessary or required (and that
Pledgor shall not be entitled to require) that Lender file suit
or proceed to obtain or assert a claim for personal judgment
against Borrower for the Obligations or make any effort at
collection of the Obligations or proceed to obtain or assert a
claim for personal judgment against any other party (maker,
guarantor, endorser or surety) liable for the Obligations or make
any effort at collection of the Obligations from any such other
party or exercise or assert any other right or remedy to which
Lender is or may be entitled in connection with the Obligations
or any security or guaranty therefor, or assert or file any claim
against the assets of the Borrower or any guarantor or other
person liable for the Obligations, or any part thereof, before or
as a condition of enforcing the security interest of Lender
acquired by this Pledge Agreement. Pledgor expressly waives any
right to the benefit of or to require or control application of
any security or the proceeds of any security now existing or
hereafter obtained by lender as security for the Obligations, or
any part thereof, and agree that Lender shall have no duty
insofar as Pledgor is concerned to apply upon any of the
Obligations any monies, payments or other property at any time
received by or paid to or in the possession of Lender, except as
Lender shall determine in its sole discretion. Pledgor
specifically agrees that Pledgor shall not have any recourse or
action against Lender by reason of any action Lender may take or
omit to take in connection with the Obligations, the collection
of any sums or amounts herein mentioned, or in connection with
any security or any guaranty at any time existing therefor.
6. Terms of Other Documents. Pledgor agrees to the terms,
provisions and conditions of any note, notes, guaranty or other
agreements which may have been or may hereafter be executed by
Borrower evidencing or in connection with the Obligations or any
part thereof, and agree that the security interest of Lender
hereunder shall in no manner be affected, impaired or released by
reason of any terms, provision or condition of any such note or
other agreement or by failure, refusal or omission of Lender to
enforce or observe any of same or any action taken or omitted to
be taken by Lender pursuant thereto or in connection therewith.
7. Effect of Bankruptcy. Pledgor agrees that bankruptcy
or insolvency of the Borrower or of any guarantor hereafter
existing or occurring (even though rendering the Obligations
unenforceable or uncollectible as against Borrower or any
guarantor) shall in no manner impair, affect or release the
security interest of Lender hereunder.
8. Default. In the event that Borrower defaults in the
payment or performance of any Obligation secured by and under
this Agreement, the Lender shall have all of the rights and
remedies provided by the Uniform Commercial Code in force in the
State of Indiana at the date of this Agreement, and Lender shall
have full power and authority to sell, assign, transfer, and
deliver the collateral at public or private sale or sales at the
option of the Lender, without notice or advertisement and the
Lender may purchase at any public sale all or any part or parts
of the pledged securities at any such sale and shall thereupon
hold the property so purchased free of any claim of the Pledgor,
and no purchaser at any such sale shall be responsible for the
application of the purchase money. After deducting all costs,
expenses, and fees incurred by the Lender in making such sale or
sales, the net proceeds therefrom shall be applied to the payment
of any or all Obligations of the Borrower to Lender in such
manner and toward such Obligations as Lender in its sole
discretion may elect, and the surplus, if any, shall be paid to
Pledgor.
Without suggesting that other procedures may not also be
commercially reasonable or that any of the following procedures
is mandatory in any particular case, it is conclusively agreed by
the Pledgor that the following are all commercially reasonable
methods of disposing of any unlisted securities constituting a
portion of the pledged securities in the event of a default by
Borrower.
(a) Sale of all the pledged securities as a block at a
public auction sale held in Evansville, Indiana,
to the highest cash bidder therefor who is a bona
fide resident of the State of Indiana, said sale
to be conducted within thirty (30) days after
advertising therefor for five (5) consecutive days
in the Midwest Edition of The Wall Street Journal
and The Evansville Courier newspaper, or, if
either of said newspapers is not in existence at
said time, then in another English speaking
newspaper having a general circulation the same as
or similar to the newspaper(s) which no longer
exists; or
(b) Sale of all the pledged securities as a block at a
private sale for the highest cash price offered by
a bona fide resident of the State of Indiana, said
sale to be consummated within thirty (30) days
after advertising said private sale for five (5)
consecutive days in the Midwest Edition of The
Wall Street Journal and The Evansville Courier
newspaper, or, if either of said newspapers is not
in existence at said time, then in another English
speaking newspaper having a general circulation
the same as or similar to the newspaper(s) which
no longer exists; or
(c) A private offering and sale for investment
purposes of all or part of the pledged securities
in such a manner that the sale thereof would
constitute a private placement of said stock under
all applicable federal and state securities acts
and under the regulations of the Comptroller of
the Currency.
In the event that Lender deems it necessary to effect a
registration of all or part of the pledged stock under applicable
federal and state securities law in order to effect the same for
sale to the public, the expenses of all such registrations shall
be an expense of sale. Pledgor agrees to fully cooperate in any
such registrations, and Pledgor agrees to and shall execute all
documents necessary to effect said registration.
9. Limited Liability of Lender. The Pledgor agrees that
the Lender shall have no duty or liability as to the preservation
of any rights pertaining to the pledged securities beyond the
safe custody thereof and the return thereof to the Pledgor upon
the complete satisfaction and payment of all obligations of
Borrower to the Lender. In the event of Borrower's default, the
Lender shall have no liability to the Pledgor for any diminution
in value of the pledged securities which may occur between the
period of time between the declaration of default and the actual
sale thereof.
10. Stock and Bond Powers. Concurrently with the execution
of this Pledge Agreement, the Pledgor agrees to and shall deliver
to Lender stock powers for all of the pledged stock executed in
blank by the Pledgor and such similar documents for pledged bonds
as Lender may request, and Pledgor further agrees to and shall
execute any other documents required by Lender at any time or
upon default of the Borrower for the purpose of effecting sale of
the pledged securities.
11. Remedies Cumulative. All of the remedies of the Lender
hereunder either provided for in this Agreement or covered by
applicable laws shall be cumulative and not alternative, and they
may be enforced successively or concurrently and without
derogation of the foregoing, the Obligations of Pledgor herein
contained may be specifically enforced in equity or may be
enforced without recourse to any court.
12. Binding Effect - Choice of Laws. This Agreement is
intended for and shall inure to the benefit of Lender and each
and every other party or persons who is or shall from time to
time become the owner, part owner, or holder of the Obligations
hereby secured, and each and every reference herein to Lender
shall also include and refer to each and every successor or
assignee of, or loan participant with, Lender, at any time
holding or owning any part of or any interest in any part of the
Obligations hereby secured. Pledgor expressly waives notice of
transfer or assignment of the Obligations, or any part thereof,
or the rights of Lender thereunder. This Agreement shall be
construed in accordance with and governed by the laws of the
State of Indiana.
13. False Representations. If any representation or
warranty of the Pledgor herein contained shall prove to have been
untrue when made or if Pledgor shall default in the due
performance or observance of any agreement herein contained,
Lender may declare the principal and interest shall become
forthwith due and payable in full without presentment, demand,
protest or other notice of any kind, all of which are hereby
expressly waived.
14. Captions. Captions in this Agreement are for the
assistance of the reader and are not intended to modify the text
of the various provisions.
SIGNED, SEALED and DELIVERED at Jasper, Indiana, this 6th
day of September, 1996.
"PLEDGOR"
BUEHLER FOODS, INC.
By /s/ David G. Buehler, Pres.
_______________________________
David G. Buehler, President
<PAGE>
BORROWER'S ACKNOWLEDGMENT
The undersigned, as the party identified as "Borrower" in
the foregoing Agreement, hereby acknowledges the foregoing terms
of said Agreement and consent to the same.
DATED this 6th day of September, 1996.
"BORROWER"
/s/ Joseph Buehler
____________________________
Joseph Buehler, as Trustee
of the Marjorie Buehler Real
Estate Trust dated
December 12, 1984
/s/ Mary Jane Becher
_____________________________
Mary Jane Becher, as Trustee
of the Marjorie Buehler Real
Estate Trust dated
December 12, 1984
STATE OF INDIANA )
) SS:
COUNTY OF DUBOIS )
Before me, the undersigned Notary Public in and for said
County and State, personally appeared the within named Joseph
Buehler, as Trustee of the Marjorie Buehler Real Estate Trust
dated December 12, 1984, and acknowledged the execution of the
foregoing instrument.
WITNESS my hand and notarial seal this 6th day of September,
1996.
My county residence is
Pike County, /s/ Melissa Miller
________ ____________________
State of Indiana, and NOTARY PUBLIC
My commission expires: Melissa Miller
____________________
7-4-98 PRINTED NAME
____________
<PAGE>
STATE OF INDIANA )
) SS:
COUNTY OF DUBOIS )
Before me, the undersigned Notary Public in and for said
County and State, personally appeared the within named Mary Jane
Becher, as Trustee of the Marjorie Buehler Real Estate Trust
dated December 12, 1984, and acknowledged the execution of the
foregoing instrument.
WITNESS my hand and notarial seal this 6th day of September,
1996.
My county residence is
Pike County, /s/ Melissa Miller
________ ______________________
State of Indiana, and NOTARY PUBLIC
My commission expires: Melissa Miller
______________________
7-4-98 PRINTED NAME
__________
STATE OF INDIANA )
) SS:
COUNTY OF DUBOIS )
Before me,the undersigned Notary Public in and for said
County and State, came Buehler Foods, Inc., by David G. Buehler,
its President, who, as such officer, acknowledged the execution
of the foregoing instrument for and on behalf of said company.
WITNESS my hand and notarial seal this 6th day of September,
1996.
My county residence is
Pike County, /s/ Melissa Miller
______ ______________________
State of Indiana, and NOTARY PUBLIC
My commission expires: Melissa Miller
______________________
7-4-98 PRINTED NAME
_________
