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):
November 2, 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)
<PAGE>2
Item 5. Other Events
The Registrant has announced a 5% stock dividend, quarterly cash
dividend and third quarter earnings. These actions are more completely described
in the press release which is attached hereto as Exhibit 99.
Exhibit No. Description
99 Press Release issued by the Registrant on November 2, 1998.
<PAGE>3
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.
German American Bancorp
Date: November 6, 1998 By /s/Mark A. Schroeder
----------------------
Mark A. Schroeder
President/
Chief Operating Officer
Date: November 6, 1998 By /s/John M. Gutgsell
---------------------
John M. Gutgsell
Vice President/
Controller
NEWS RELEASE
For additional information, contact:
George W. Astrike
Chairman and CEO
Or
Mark Schroeder
President/Chief Operating Officer
(812) 482-1314
JASPER, INDIANA NOVEMBER 2, 1998 GERMAN AMERICAN BANCORP ANNOUNCES ANNUAL
STOCK DIVIDEND, QUARTERLY CASH DIVIDEND,
AND THIRD QUARTER EARNINGS
For the fourth consecutive year, The Board of Directors of German American
Bancorp (NASDAQ: GABC) has declared a 5% stock dividend. This year's dividend is
payable on or before December 15, 1998 to shareholders of record on November 30,
1998.
The Board also announced the Company's third quarter cash dividend of $0.12 per
share. The dividend is payable on or before November 20, 1998 to shareholders of
record as of November 10, 1998.
George W. Astrike, the Company's Chairman and CEO, noted the Company has enjoyed
impressive loan growth during the current quarter and fiscal year and continues
to post a sound operating efficiency ratio of 56% (excluding merger related
items). He also noted that, even with the Company's recent loan growth, the
Company's allowance for loan losses remains at 1.65% of total loans.
Including the unusual items referred to below, reported net income for the
quarter and year-to-date ended September 30, 1998 was $1,588,000 or $0.25 per
share, and $5,132,000 or $0.81 per share, respectively. This compares to
reported net income for the third quarter of 1997 of $1,552,000 or $0.24 per
share, and for the year-to-date ended September 30, 1997 of $5,084,000 or $0.80
per share.
Net operating results reported above include the effects of one-time or unusual
items, primarily expenses and charges associated with the Company's merger and
acquisition activities. In addition, the third quarter of 1997 included a charge
to provision of $350,000 at one of the Company's affiliates. Year to date 1997
also included an unusual negative charge to provision of $750,000 related to the
recovery of a single previously charged-off credit at another of the Company's
affiliates.
As adjusted for the effects of these one-time and unusual items, the Company's
operating results were $1,917,000 or $0.30 per share for the third quarter of
1998, and $5,481,000 or $0.86 per share for the year to date ended September 30,
1998. This represents a 6% increase from adjusted operating results of
$1,808,000 or $0.28 per share for the third quarter of 1997, and $5,182,000 or
$0.82 per share for the year to date ended September 30, 1997.
<PAGE>
Exhibit 99
November 2, 1998
Results for periods prior to June 1, 1998 have been retroactively adjusted to
give effect for all stock splits and dividends, and for the merger with the
parent company of Citizens State Bank of Petersburg, Indiana. Prior year results
exclude the effect of the June 1, 1998 merger with the parent company of FSB
Bank of Francisco, Indiana, as restatement would not have resulted in a material
change in overall financial results.
The Company previously announced an agreement to merge with 1st Bancorp, a $260
million banking company headquartered in Vincennes, Indiana. The transaction is
expected to close early in the first quarter of 1999. Following the close of
this merger, the Company will operate 5 affiliate community banks with assets
totaling approximately $850 million. Its 26 banking offices will provide service
to customers in the eight contiguous counties of Daviess, Dubois, Gibson, Knox,
Martin, Perry, Pike and Spencer in Southwestern Indiana. German American Bancorp
is a Jasper, Indiana-based holding company traded on NASDAQ's National Market
System under the symbol GABC. Its stock closed at $25.00 on October 30, 1998.
<PAGE>
GERMAN AMERICAN BANCORP
Consolidated Balance Sheets
(unaudited, dollars in thousands)
September 30,
1998 1997(1)
ASSETS
Cash and Due from Banks $ 18,199 $ 20,848
Federal Funds Sold 2,975 20,175
Investment Securities 154,412 130,751
Loans, net of unearned income 415,121 376,517
Allowance for Loan Losses (6,853 (7,252
----------- -----------
Net Loans 408,268 369,265
Premises and Equipment 14,525 13,058
Other Assets 14,890 11,548
----------- -----------
TOTAL ASSETS $ 613,269 $ 565,645
=========== ===========
LIABILITIES
Non-interest Bearing Deposits $ 57,535 $ 54,713
Interest Bearing Deposits 473,440 438,397
----------- -----------
Total Deposits 530,975 493,110
Borrowings 8,379 5,852
Other Liabilities 6,948 5,294
----------- -----------
TOTAL LIABILITIES 546,302 504,256
=========== ===========
SHAREHOLDERS' EQUITY
Common Stock and Surplus 45,939 33,425
Retained Earnings 19,898 27,236
Unrealized Appreciation on Securities
Available-for-sale, net of Tax 1,130 728
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 66,967 61,389
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 613,269 $ 565,645
=========== ===========
END OF PERIOD SHARES OUTSTANDING 6,348,590 3,541,719
BOOK VALUE PER SHARE $ 10.55 $ 9.68
(1) Results for periods prior to June 1, 1998 have been retroactively adjusted
to give effect for all stock splits and dividends, and for the merger with the
parent company of Citizens State Bank of Petersburg, Indiana. Prior year results
exclude the effect of the June 1, 1998 merger with the parent company of FSB
Bank of Francisco, Indiana, as restatement would not have resulted in a material
change in overall financial results.
<PAGE>
GERMAN AMERICAN BANCORP
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(unaudited, dollars in thousands except per share data)
Three Months Ended
September 30,
1998 1997 (1)
INTEREST INCOME
Interest and Fees on Loans $ 9,085 $ 8,676
Interest on Federal Funds Sold 152 239
Interest on Investment Securities 2,231 2,082
----------- -----------
TOTAL INTEREST INCOME 11,468 10,997
----------- -----------
INTEREST EXPENSE
Interest on Deposits 5,386 5,100
Interest on Borrowings 83 61
----------- -----------
TOTAL INTEREST EXPENSE 5,469 5,161
----------- -----------
NET INTEREST INCOME 5,999 5,836
Provision for Loan Losses 57 447(2)
----------- -----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 5,942 5,389
----------- -----------
NONINTEREST INCOME
Other Operating Income 763 764
Security Gains (9) --
----------- -----------
TOTAL NONINTEREST INCOME 754 764
----------- -----------
NONINTEREST EXPENSE
Salaries and Benefits 2,305 2,105
Other Operating Expenses 2,186 1,743
----------- -----------
TOTAL NONINTEREST EXPENSE 4,491(2) 3,848(2)
----------- -----------
Income before Income Taxes 2,205 2,305
Income Tax Expense 617 753
----------- -----------
NET INCOME $ 1,588(2) $ 1,552(2)
=========== ===========
EARNINGS PER SHARE
AND DILUTED EARNINGS PER SHARE $ 0.25(2) $ 0.24(2)
=========== ===========
Weighted Average Shares Outstanding:
Basic 6,348,101 6,339,465
Diluted 6,360,537 6,344,429
(1) Results for periods prior to June 1, 1998 have been retroactively adjusted
to give effect for all stock splits and dividends, and for the merger with the
parent company of Citizens State Bank of Petersburg, Indiana. Prior year results
exclude the effect of the June 1, 1998 merger with the parent company of FSB
Bank of Francisco, Indiana, as restatement would not have resulted in a material
change in overall financial results.
(2) Net operating results reported above include the effects of one-time or
unusual items, primarily expenses and charges associated with the Company's
merger and acquisition activities. In addition, the third quarter of 1997
included a charge to provision of $350,000 at one of the Company's affiliates.
Year to date 1997 also included an unusual negative charge to provision of
$750,000 related to the recovery of a single previously charged-off credit at
another of the Company's affiliates.
As adjusted for the effects of these one-time and unusual items, the Company's
operating results were $1,917,000 or $0.30 per share for the third quarter of
1998, and $5,481,000 or $0.86 per share for the year to date ended September 30,
1998. This represents a 6% increase from adjusted operating results of
$1,808,000 or $0.28 per share for the third quarter of 1997, and $5,182,000 or
$0.82 per share for the year to date ended September 30, 1997.
<PAGE>
GERMAN AMERICAN BANCORP
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(unaudited, dollars in thousands except per share data)
Nine Months Ended
September 30,
1998 1997 (1)
INTEREST INCOME
Interest and Fees on Loans $ 26,985 $ 25,206
Interest on Federal Funds Sold 720 686
Interest on Investment Securities 6,327 6,431
----------- -----------
TOTAL INTEREST INCOME 34,032 32,323
----------- -----------
INTEREST EXPENSE
Interest on Deposits 15,782 14,937
Interest on Borrowings 200 248
----------- -----------
TOTAL INTEREST EXPENSE 15,982 15,185
----------- -----------
NET INTEREST INCOME 18,050 17,138
Provision for Loan Losses 176 21(2)
----------- -----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 17,874 17,117
NONINTEREST INCOME
Other Operating Income 2,312 2,103
Security Gains (2) --
----------- -----------
TOTAL NONINTEREST INCOME 2,310 2,103
----------- -----------
NONINTEREST EXPENSE
Salaries and Benefits 6,944 6,257
Other Operating Expenses 5,823 5,300
----------- -----------
TOTAL NONINTEREST EXPENSE 12,767(2) 11,557(2)
----------- -----------
Income before Income Taxes 7,417 7,663
Income Tax Expense 2,285 2,579
----------- -----------
NET INCOME $ 5,132(2) $ 5,084(2)
=========== ===========
EARNINGS PER SHARE
AND DILUTED EARNINGS PER SHARE $ 0.81(2) $ 0.80(2)
=========== ===========
Weighted Average Shares Outstanding:
Basic 6,346,906 6,337,842
Diluted 6,359,342 6,342,806
(1) Results for periods prior to June 1, 1998 have been retroactively adjusted
to give effect for all stock splits and dividends, and for the merger with the
parent company of Citizens State Bank of Petersburg, Indiana. Prior year results
exclude the effect of the June 1, 1998 merger with the parent company of FSB
Bank of Francisco, Indiana, as restatement would not have resulted in a material
change in overall financial results.
(2) Net operating results reported above include the effects of one-time or
unusual items, primarily expenses and charges associated with the Company's
merger and acquisition activities. In addition, the third quarter of 1997
included a charge to provision of $350,000 at one of the Company's affiliates.
Year to date 1997 also included an unusual negative charge to provision of
$750,000 related to the recovery of a single previously charged-off credit at
another of the Company's affiliates.
As adjusted for the effects of these one-time and unusual items, the Company's
operating results were $1,917,000 or $0.30 per share for the third quarter of
1998, and $5,481,000 or $0.86 per share for the year to date ended September 30,
1998. This represents a 6% increase from adjusted operating results of
$1,808,000 or $0.28 per share for the third quarter of 1997, and $5,182,000 or
$0.82 per share for the year to date ended September 30, 1997.
<PAGE>
GERMAN AMERICAN BANCORP
Reconciliation of Earnings
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 (1) 1998 1997 (1)
---- ---- ---- ----
Pre-tax Adjustments to Income
Merger Related Expenses $ 189 $ 46 $ 312 $ 236
Pension and Employment
Continuation Charges 282 -- 194 --
Provision for Loan Losses -- 350 -- (410)
Trust Accrual -- -- -- 200
------- ------- ------- -------
Total Adjustments to Income $ 471 $ 396 $ 506 $ 26
======= ======= ======= =======
Reported Net Income $ 1,588 $ 1,552 $ 5,132 $ 5,084
After tax impact of Adjustments 329 256 349 98
------- ------- ------- -------
Adjusted Net Income $ 1,917 $ 1,808 $ 5,481 $ 5,182
======= ======= ======= =======
Reported Earnings Per Share $ 0.25 $ 0.24 $ 0.81 $ 0.80
After tax impact of Adjustments 0.05 0.04 0.05 0.02
------- ------- ------- -------
Adjusted Earnings Per Share $ 0.30 $ 0.28 $ 0.86 $ 0.82
======= ======= ======= =======
(1) Results for periods prior to June 1, 1998 have been retroactively adjusted
to give effect for all stock splits and dividends, and for the merger with the
parent company of Citizens State Bank of Petersburg, Indiana. Prior year results
exclude the effect of the June 1, 1998 merger with the parent company of FSB
Bank of Francisco, Indiana, as restatement would not have resulted in a material
change in overall financial results.
