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):
June 25, 1998
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)
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(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
The Registrant has executed a letter of intent to acquire 1st Bancorp,
Vincennes, Indiana. The proposed transaction is more completely described in
the press release which is attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits
(C) Exhibits.
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Exhibit No. Description
99 Press Release issued by the Registrant on June 25, 1998.
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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 7, 1998 German American Bancorp
By:/s/ George W. Astrike
Chairman of the Board/
Chief Executive Officer
Date: July 7, 1998 German American Bancorp
By:/s/ John M. Gutgsell
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Vice President /
Controller
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NEWS RELEASE
For additional information, contact:
George W. Astrike
Chairman and CEO
Or
Mark A. Schroeder
President/Chief Operating Officer
(812) 482-1314
JASPER, INDIANA, JUNE 25, 1998 GERMAN AMERICAN BANCORP TO ACQUIRE 1ST
BANCORP, VINCENNES, INDIANA
German American Bancorp (NASDAQ:GABC), headquartered in Jasper, Indiana,
and 1ST BANCORP (NASDAQ:FBCV), headquartered in Vincennes, Indiana, jointly
announced today that an agreement in principle has been reached for the merger
of 1ST BANCORP, a $260 million banking company, with and into German American or
one of its subsidiaries. Under the terms of the proposed merger, the
shareholders of 1ST BANCORP would receive shares of common stock of German
American with an aggregate value of $57,120,000 (based on market prices at
closing and subject to certain minimum and maximum per share values). Based on
the current number of 1ST BANCORP shares outstanding and assuming the exercise
of stock options for 29,679 shares held by employees and directors of 1ST
BANCORP prior to the closing of the merger, each share of 1ST BANCORP common
stock would be exchanged for German American common stock with a value equal to
approximately $50.94.
The proposed merger is subject to the completion of due diligence and
execution of a definitive agreement, approval by shareholders of German American
Bancorp and 1ST BANCORP, receipt of a fairness opinion, and approval of the
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appropriate bank regulatory agencies. It is contemplated that the merger would
be consummated during the first quarter of 1999. 1ST BANCORP also has agreed to
grant German American an option to purchase up to 19.9% of its outstanding
shares, exercisable at a per share price of 1ST BANCORP stock based on the price
to be paid in the merger, upon the occurrence of certain events that create the
potential for another party to acquire control of 1ST BANCORP
George W. Astrike, Chairman of the Board and CEO of German American
Bancorp, stated "Expansion into the Vincennes and Knox County markets is a
strategically important move for our Company. Following our recent acquisition
of Citizens State Bank and FSB Bank which strengthened our presence in Pike and
Gibson Counties to the south of Knox County and building upon our strong
presence through our affiliate, Peoples National Bank, in adjoining Daviess
County to the east, this acquisition fits extremely well into our regional
banking franchise in Southwest Indiana. 1ST BANCORP has a good management team
in place and its banking, mortgage origination, and insurance agency operations
complement German American's strategic objectives."
Exhibit 99
Following completion of the transaction, C. James McCormick, Chairman of
the Board and CEO of 1ST BANCORP, will join the Board of Directors of German
American Bancorp. McCormick, in commenting on the proposed merger, stated "This
affiliation with German American Bancorp will provide our deposit and loan
customers with continued high quality service, and also will provide them with
the products and services available from a larger financial institution." He
also noted "The merger price represents a significant premium above recent
trading prices of 1ST BANCORP common stock, and our Board of Directors believes
that the merger is in the best interests of 1ST BANCORP's shareholders,
employees, and customers. Also, German American Bancorp is regarded as a well-
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run regional financial services company that has demonstrated a strong community
banking orientation and we think that philosophy is in the best interests of our
area."
1ST BANCORP's subsidiaries include First Federal Bank, A Federal Savings
Bank, First Financial Insurance Agency, Inc., and First Title Insurance Company.
First Federal Bank operates two retail banking offices in Vincennes, Indiana and
operates a loan origination office in Evansville, Indiana. First Financial
Insurance Agency has offices in Vincennes and Princeton, Indiana. It is
anticipated that following the merger, First Federal Bank and 1ST BANCORP's
insurance subsidiaries will remain intact as wholly owned direct or indirect
subsidiaries of German American and will continue to serve their existing
markets from their present facilities.
Following the completion of the proposed transaction, German American
Bancorp, a Jasper based multi-bank holding company, will have total assets of
approximately $850 million and will operate five bank subsidiaries with a total
of 26 banking offices within eight contiguous counties in Southwest Indiana.
Its stock is traded on NASDAQ's National Market System under the symbol GABC.
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