SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. .....)
1ST BANCORP
---------------------------------
(Name of Issuer)
Common Stock, $1.00 par value per share
---------------------------------
(Title of Class of Securities)
31867L-10-0
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(CUSIP Number)
George W. Astrike, Chairman and Chief Executive Officer or
Mark A. Schroeder, President and Chief Operating Officer
German American Bancorp
711 Main Street
Jasper, Indiana 47546
(812) 482-1314
----------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 6, 1998
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(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-1(b)(3) or (4), check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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).
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CUSIP No. 31867L-10-0 SCHEDULE 13D
(1) Name of Reporting Person: German American Bancorp
S.S. or I.R.S. Identification No. of Above Person: 35-1547518
(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions): WC
(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
(7) Sole Voting Power:
Number of *
Shares
Beneficially (8) Shared Voting Power:
Owned by 0*
Each Reporting
Person With (9) Sole Dispositive Power:
*
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(10) Shared Dispositive Power:
0*
(11) Aggregate Amount Beneficially Owned by Reporting Person:
*
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
(13) Percent of Class Represented by Amount in Row 11:
16.6%**
(14) Type of Reporting Person (See Instructions):
CO
<PAGE>
*The shares that are the subject of this filing are purchasable by
German American Bancorp ("German American") upon exercise of an option (the
"Option") issued to German American on August 6, 1998, and described in Item 4
of this report. Prior to the exercise of the Option, German American is not
entitled to any rights as a shareholder of 1ST BANCORP as to the shares covered
by the Option. The Option may only be exercised upon the happening of certain
events referred to in Item 4, none of which has occurred as of the date hereof.
German American expressly disclaims beneficial ownership of any of the shares of
common stock of 1ST BANCORP which are purchasable by German American upon
exercise of the Option.
**The percentage indicated represents the percentage of the total
outstanding shares of common stock of 1ST BANCORP as of August 6, 1998, taking
into consideration the 218,142 shares of 1ST BANCORP common stock issuable
pursuant to the Option. For the reasons discussed in the footnote above, German
American expressly disclaims beneficial ownership of any of the shares of common
stock of 1ST BANCORP which are purchasable by German American upon exercise of
the Option.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock of 1ST BANCORP, $1.00 par value
per share ("1ST BANCORP Common Stock"). 1ST BANCORP is an Indiana corporation
whose principal executive offices are located at 101 North Third Street,
Vincennes, Indiana 47591.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by German American, an Indiana-chartered bank
holding company whose principal executive offices are located at 711 Main
Street, Jasper, Indiana 47546.
To the best of German American's knowledge, during the last five years,
neither German American nor any of its directors or executive officers has been
convicted in any criminal proceedings (excluding traffic violations or similar
misdemeanors), nor has German American or any of its directors or executive
officers been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Attached hereto is an appendix to Item 2 setting forth certain additional
information concerning the directors and executive officers of German American.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
It is presently anticipated that shares of 1ST BANCORP Common Stock as
described in Item 4 would be purchased with working capital funds of German
American.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to an Agreement and Plan of Reorganization, dated as of August 6,
1998 (the "Agreement"), by and between German American and 1ST BANCORP, and in
consideration thereof, 1ST BANCORP issued an option to German American on August
6, 1998 (the "Option") to purchase, under certain conditions, up to 218,142
shares of 1ST BANCORP Common Stock, subject to adjustment under certain
circumstances, at a per share purchase price equal to $50.94 (the "Purchase
Price"). The Option was issued to German American pursuant to a Stock Option
Agreement, dated as of August 6, 1998 (the "Option Agreement"), between German
American and 1ST BANCORP.
<PAGE>
The Agreement provides, among other things, for the merger of 1ST BANCORP
with and into German American, with German American as the corporation surviving
the merger (the "Merger"). Upon consummation of the Merger, which is subject to
the approval of German American and 1ST BANCORP shareholders, regulatory
approvals, and the satisfaction or waiver of various other terms and conditions,
each share of 1ST BANCORP Common Stock shall be converted into shares of German
American Common Stock, no par value, at an exchange ratio which shall be
calculated as follows. The "Exchange Ratio" shall be determined by valuing each
share of German American Common (the "GA Common Value") at the average of the
highest closing bid and the lowest closing asked prices of German American
Common Stock as reported by the NASDAQ National Market System for the 15 trading
days ending on the second trading day preceding the closing date (the "Valuation
Period"). The GA Common Value shall then be divided into the sum of $57,120,000
to establish (to the nearest whole share) the aggregate number of shares of
German American Common Stock into which all of the then issued and outstanding
shares of 1ST BANCORP Common shall be converted at the effective time of the
Merger. Notwithstanding the above, if the GA Common Value exceeds $33.00 per
share, then the aggregate number of shares to be issued in the Merger will be
determined by using $33.00 as the GA Common Value. Similarly, if the GA Common
Value is below $28.00 per share, then the aggregate number of shares to be
issued in the Merger will be determined by using $28.00 as the GA Common Value.
The number of shares of German American Common as so calculated shall then be
divided by the number of shares of 1ST BANCORP Common that are issued and
outstanding as of the effective time of the Merger, with the quotient therefrom
(carried to the fourth figure past the decimal point) being the Exchange Ratio.
If (i) German American is not in material breach of the Option Agreement or
the Agreement, and (ii) no injunction against delivery of the shares covered by
the Option is in effect, German American may exercise the Option in whole or in
part, at any time and from time to time following the happening of certain
events (each a "Purchase Event") and prior to the termination of the Option,
including, among others:
(a) 1ST BANCORP shall have authorized, recommended, publicly proposed
or publicly announced an intention to authorize, recommend or
propose, or entered into an agreement with any person (other than
German American or any subsidiary of German American) to effect
(each an "Acquisition Transaction") (1) a merger, consolidation
or similar transaction involving 1ST BANCORP or its subsidiaries,
(2) the sale, lease, exchange or other disposition of 20 percent
or more of the consolidated assets of 1ST BANCORP and its
subsidiaries, or (3) the issuance, sale or other disposition or
20 percent or more of the voting securities of 1ST BANCORP or any
of its subsidiaries; or
(b) any third party (other than German American or any subsidiary of
German American) acquires, or obtains the right to acquire,
beneficial ownership of 20 percent or more of the outstanding
shares of 1ST BANCORP Common Stock; provided, however, that the
Option will terminate upon the earliest of: (i) the Effective
Time (as defined in the Agreement); (ii) termination of the
Agreement (other than as a result of a willful breach of any
representation or warranty or covenant by 1ST BANCORP (a "Default
Termination")) prior to the occurrence of a Purchase Event or a
Preliminary Purchase Event (defined in the Option Agreement as
(A) the commencement by any third party of a tender or exchange
offer to purchase 15 percent or more of the outstanding shares of
1ST BANCORP Common Stock, or (B) the occurrence of certain
circumstances surrounding the failure of the shareholders of 1ST
BANCORP to approve the Agreement, the failure to hold a meeting
of the 1ST BANCORP shareholders to approve the Agreement, or the
withdrawal or modification in a manner adverse to German
American, of the recommendation of 1ST BANCORP's Board of
Directors with respect to the Agreement); (iii) 18 months after
the termination of the Agreement by German American pursuant to a
Default Termination; or (iv) 18 months after termination of the
Agreement following the occurrence of a Purchase Event or a
Preliminary Purchase Event.
<PAGE>
If German American has exercised the Option, then at the request of German
American at any time, beginning on the first occurrence of certain events,
including, among others, the acquisition by a third party of 50 percent or more
of the outstanding shares of 1ST BANCORP Common Stock, and ending upon the
earlier of 18 months immediately thereafter or termination of the Option, 1ST
BANCORP will repurchase from German American (i) the Option, and (ii) all shares
of 1ST BANCORP Common Stock purchased by German American pursuant to the Option
Agreement, at a specified price.
Upon the occurrence of certain events set forth in the Option Agreement
generally relating to the merger of 1ST BANCORP with, or sale by 1ST BANCORP of
substantially all of its assets to, a third party (other than German American or
a subsidiary of German American), the Option must be converted into, or
exchanged for, an option, at the election of German American, of another
corporation or 1ST BANCORP (the "Substitute Option"). The terms of any such
Substitute Option are set forth in the Option Agreement.
Copies of the Agreement and the Option Agreement are incorporated by
reference herein as Exhibit A and Exhibit B, respectively, and the foregoing
summary is qualified in its entirety by reference thereto.
ITEM 5. INTEREST IN SECURITIES OF 1ST BANCORP.
The 218,142 shares of 1ST BANCORP Common Stock which are purchasable by
German American upon exercise of the Option are equal to approximately 19.9
percent of 1ST BANCORP Common Stock, based on the 1,096,189 shares of 1ST
BANCORP Common Stock issued and outstanding on August 6, 1998, before taking
into consideration the 218,142 shares of 1ST BANCORP Common Stock that would be
issued pursuant to the Option.
The Option Agreement contains anti-dilution provisions which provide that
the number of shares of 1ST BANCORP Common Stock issuable upon exercise of the
Option and the Purchase Price will be adjusted upon the happening of certain
events, including the payment of a stock dividend or other distribution in 1ST
BANCORP Common Stock or the subdivision or reclassification of 1ST BANCORP
Common Stock, as set forth in the Option Agreement. If any additional shares of
1ST BANCORP Common Stock are issued after the date of the Option Agreement other
than those described in the preceding sentence and shares issued upon exercise
of the Option, the number of shares subject to the Option (taking into account
the shares previously issued pursuant to the Option) shall be adjusted so that
such number of shares following such issuance shall not exceed the lesser of (i)
19.9 percent of the number of shares of 1ST BANCORP Common Stock then issued and
outstanding without giving effect to the Option and (ii) that minimum number of
shares of 1ST BANCORP Common Stock which when aggregated with any other shares
of 1ST BANCORP Common Stock beneficially owned by German American or any
affiliate thereof would cause the provisions of certain Indiana takeover laws to
be applicable to the Merger or the Option.
German American expressly disclaims any beneficial ownership of the
shares of 1ST BANCORP Common Stock which are purchasable by German American upon
exercise of the Option because the Option is exercisable only in the
circumstances referred to in Item 4 above, none of which has occurred as of this
date.
Other than as set forth in this Item 5, to the best of German American's
knowledge (i) neither German American nor any subsidiary or affiliate of German
American or any of its or their executive officers or directors beneficially
owns any shares of 1ST BANCORP Common Stock, and (ii) there have been no
transactions in the shares of 1ST BANCORP Common Stock effected during the past
60 days by German American, nor to the best of German American's knowledge, by
any subsidiary or affiliate of German American or any of its or their executive
officers or directors.
No other person is known by German American to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the 1ST BANCORP Common Stock obtainable by German American upon exercise of
the Option.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF 1ST BANCORP.
Other than the Agreement, including the Option Agreement, a copy of which
is incorporated by reference herein, to the best of German American's knowledge
there are at present no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 above and between such
persons and any person with respect to any securities of 1ST BANCORP.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Exhibits described in the Exhibit Index immediately following the
"Signature" page of this Schedule (which is incorporated herein by reference)
are hereby filed as part of this Schedule.
SIGNATURE
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.
GERMAN AMERICAN BANCORP
Date: August 17, 1998 By: /s/ Mark A. Schroeder
Mark A. Schroeder
President and Chief Operating Officer
<PAGE>
EXHIBIT INDEX
Exhibit A -- Agreement and Plan of Reorganization by and between 1ST
BANCORP and German American Bancorp, dated August 6, 1998. The
copy of this exhibit filed as Exhibit 2.3 to German American's
Report on Form 10-Q for the quarter ended June 30, 1998, filed
August 14, 1998, is incorporated herein by reference.
Exhibit B -- Stock Option Agreement by and between 1ST BANCORP and
German American Bancorp, dated August 6, 1998. The copy of this
exhibit filed as Exhibit 2.4 to German American's Report on Form
10-Q for the quarter ended June 30, 1998, filed August 14, 1998,
is incorporated herein by reference.
<PAGE>
APPENDIX TO ITEM 2
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR NAME OF BUSINESS,
POSITION WITH PRINCIPAL BUSINESS AND PRINCIPAL BUSINESS
NAME GERMAN AMERICAN BANCORP ADDRESS
<S> <C> <C>
George W. Astrike Director and Chairman of the Board and Chairman and Chief Executive Officer
Chief Executive Officer German American Bancorp
711 Main St., P.O. Box 810
Jasper, IN 47546
David G. Buehler Director President and Chief Executive Officer
Buehler Foods, Inc.
100 W. 12th Ave.
Jasper, IN 47546
James E. Essany Senior Vice President/Marketing Senior Vice President/Marketing
German American Bancorp
711 Main St., P.O. Box 810
Jasper, IN 47546
Urban R. Giesler Treasurer and Secretary Treasurer and Secretary
German American Bancorp
711 Main St., P.O. Box 810
Jasper, IN 47546
David B. Graham Director Chairman of the Board
Graham Farms, Inc and
Graham Cheese Corporation
P.O. Box 391
Washington, IN 47501
William R. Hoffman Director Self-employed farmer
5666 W. 580 N.
Jasper, IN 47546
Michael Lett Director Partner, Lett & Jones
103 North
Loogootee, IN 47553
Gene C. Mehne Director President and Manager
Mehne Farms, Inc.
3563 West Portersville Rd. E.
Jasper, IN 47546
A.W. Place, Jr. Director President and Chief Executive Officer
Jasper Rubber Products, Inc.
1010 1st Ave.
Jasper, IN 47553
Robert L. Ruckriegel Director President
BR Associates, Inc.
4201 Mannheim Rd.
Jasper, IN 47546
Stan J. Ruhe Executive Vice President, Credit Executive Vice President,
Administration Credit Administration
German American Bancorp
711 Main St., P.O. Box 810
Jasper, IN 47546
<PAGE>
Mark A. Schroeder Director, President and Chief President and Chief Operating Officer
Operating Officer German American Bancorp
711 Main St., P.O. Box 810
Jasper, IN 47546
Larry J. Seger Director Sales Manager and Secretary/Treasurer
Wabash Valley Produce, Inc.
4886 E 450 N
Dubois, IN 47527
Joseph F. Steurer Director Chairman and Chief Executive Officer
JOFCO, Inc.
402 E 13 St
Jasper, IN 47546
C.L. Thompson Director President
Thompson Insurance, Inc.
514 E Main
Washington, IN 47501
Richard E. Trent Chief Financial Officer Chief Financial Officer
German American Bancorp
711 Main St., P.O. Box 810
Jasper, IN 47546
Michael J. Voyles Director President
MJV, Inc.
Illinois St.
Petersburg, IN 47567
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