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 1, 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)
(812) 482-1314
(Registrant's telephone number, including area code)
NA
(Former Name and Former Address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On June 1, 1998, in accordance with the Agreement and Plan of
Reorganization, dated January 30, 1998, by and among German American Bancorp
(the "Registrant"), FSB Financial Corporation ("FSB"), German American Holdings
Corporation, a wholly-owned subsidiary of the Registrant ("GAHC"), FSB Bank, and
Community Trust Bank, a wholly-owned subsidiary of GAHC ("Community") (the "FSB
Agreement"), the mergers of FSB with and into GAHC and FSB Bank with and into
Community were effected (the "FSB Acquisitions").
Additionally, on June 1, 1998, in accordance with the Agreement and
Plan of Reorganization, dated December 8, 1997, by and among the Registrant, CSB
Bancorp ("CSB"), GAHC, The Citizens State Bank of Petersburg ("Citizens"), and
Community (the "CSB Agreement"), the mergers of CSB with and into GAHC and
Community with and into Citizens were also effected (the "CSB Acquisitions").
GAHC is the surviving corporation in its mergers with FSB and CSB, and
Citizens is the surviving bank resulting from the bank mergers and has acquired
and will continue to operate the properties and banking businesses of Community
and FSB Bank. Citizens is now a wholly-owned subsidiary of GAHC and, indirectly
through GAHC, of the Registrant.
Pursuant to the CSB Acquisitions and the FSB Acquisitions, the
Registrant has reserved for issuance to the shareholders of CSB and FSB,
effective June 1, 1998, approximately 996,000 shares. The FSB Acquisitions and
the CSB Acquisitions are discussed more fully in the Press Release attached as
Exhibit 99 and incorporated by reference.
Prior to these transactions, there were no material relationships
between (a) FSB, CSB or any of the affiliates, directors or officers of FSB or
CSB or any associates of any such directors or officers, on the one hand, and
(b) the Registrant, or any of the affiliates, directors or officers of the
Registrant or any associates of any such directors or officer, on the other
hand. The terms of these transactions were negotiated by the Registrant with FSB
and with CSB, respectively, on an arm's-length basis.
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Item 5. Other Events.
Pursuant to the CSB Agreement referenced in Item 2 of this report,
Michael J. Voyles (a member of the Board of Directors of CSB) has been added to
the Board of Directors of the Registrant effective June 1, 1998.
Item 7. Financial Statements and Exhibits.
(a)(b) None of the conditions specified for the determination of
"significant subsidiary" for purposes of Regulation S-X exceed 20 percent when
applied to CSB or to FSB. Therefore, Item 7(a) and (b) are inapplicable.
(c) Exhibits.
The following exhibits are filed as part of this Report:
2.1. Agreement and Plan of Reorganization between the Registrant,
CSB Bancorp, and Affiliates, dated December 8, 1997. This
exhibit is incorporated by reference from Exhibit 2.1 to the
Registrant's Registration Statement on Form S-4 filed February
26, 1998.
2.2. Agreement and Plan of Reorganization between the Registrant,
FSB Financial Corporation, and Affiliates, dated January 30,
1998. This exhibit is incorporated by reference from Exhibit
2.2 to the Registrant's Registration Statement on Form S-4
filed on February 26, 1998.
99. Press release dated June 8, 1998, announcing consummation of
CSB and FSB Acquisitions.
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EXHIBIT 99
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 8, 1998 GERMAN AMERICAN BANCORP
COMPLETES MERGERS WITH CSB
BANCORP AND FSB FINANCIAL
CORPORATION
German American Bancorp (NASDAQ:GABC) has completed the merger transactions with
CSB Bancorp of Petersburg, Indiana and FSB Financial Corporation of Francisco,
Indiana. Under the terms of the mergers, which were effective June 1, 1998,
German American will issue approximately 996,000 shares of its common stock
having an aggregate total value exceeding $30,000,000. In connection with these
mergers, Michael J. Voyles, a Director of CSB Bancorp, was appointed to the
German American Bancorp Board of Directors. Mr. Voyles, who is president of MJV,
Inc., is active in retailing, broadcasting, and real estate in the Petersburg
area.
Concurrently with these merger transactions, FSB Bank, Citizens State Bank, and
Community Trust Bank, (the Company's existing Pike County affiliate), combined
their operations under the Citizens name and charter creating a $130,000,000
financial institution serving the Pike and Gibson County area markets.
George W. Astrike, Chairman of the Board and CEO of German American Bancorp
said, "We are extremely pleased to welcome the customers and shareholders of
Citizens and FSB to German American Bancorp, one of our state's leading
independent bank holding companies dedicated to community banking ideals.
Citizens State Bank, which is celebrating the 125th anniversary of its founding
this year, exemplifies the best of that community banking tradition. Citizens
will serve the principal communities of Pike and Gibson Counties and the
surrounding markets with seven convenient locations. It will be guided by a
Board of Directors comprised of individuals representing professional, business
and agricultural interests of the area, and who previously served as directors
of the merged institutions."
German American Bancorp, a Jasper based multi-bank holding company which now has
total assets of $585 million, operates four bank subsidiaries with a total of 24
banking offices within seven contiguous counties in Southwest Indiana. Its stock
is traded on NASDAQ's National Market System under the symbol GABC.
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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 thereunto duly authorized.
GERMAN AMERICAN BANCORP
Date: June 15, 1998 By:/s/George W. Astrike
George W. Astrike
Chairman
Date: June 15, 1998 By:/s/John M. Gutgsell
John M. Gutgsell
Controller and Principal
Accounting Officer
