SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 4, 1999
GERMAN AMERICAN BANCORP
(Exact name of registrant as specified in charter)
Indiana 0-11244 35-1547518
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
711 Main Street, Jasper, Indiana 47546
(Address of principal executive offices)
Registrant's telephone number, including area code: (812) 482-1314
NA
(Former Name and Former Address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On January 4, 1999, in accordance with the Agreement and Plan of
Reorganization, dated August 6, 1998, by and among German American Bancorp (the
"Registrant") and 1ST BANCORP (the "Agreement"), the merger of 1ST BANCORP with
and into the Registrant was effected (the "Acquisition").
The Registrant is the surviving corporation in its merger with 1ST
BANCORP. As a result of the Acquisition, First Federal Bank, A Federal Savings
Bank, based in Vincennes Indiana, has become a wholly-owned subsidiary of the
Registrant and will continue to operate its properties and banking businesses.
Pursuant to the Acquisition, the Registrant issued to the shareholders
of 1ST BANCORP, effective January 4, 1999, approximately 2,040,000 shares. The
Acquisition is 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) 1ST BANCORP or any of the affiliates, directors or officers of 1ST
BANCORP 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 1ST
BANCORP on an arm's-length basis.
Item 5. Other Events.
In a privately-negotiated transaction that is unrelated to the
Acquisition reported in Item 2 above, the Registrant also acquired in January
1999 The Doty Agency, Inc., which operates a general insurance agency with
offices in Petersburg, Indiana.
Pursuant to the Agreement referenced in Item 2 of this report, C. James
McCormick (a member of the Board of Directors of 1ST BANCORP) has been added to
the Board of Directors of the Registrant effective January 4, 1999.
Pursuant to the previously-announced management succession plan adopted
by the Board of Directors of the Registrant in April 1998, Mark A. Schroeder,
President of the Registrant, became Chief Executive Officer of the Registrant
effective January 1, 1999. George W. Astrike, the Registrant's former Chief
Executive Officer, continues as Chairman of the Board of both the Registrant and
German American Bank.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired. The required financial
statements of 1ST BANCORP have been previously filed by the Registrant in the
Registrant's Registration Statement on Form S-4 relating to the Acquisition
(File No. 333-65633), by incorporation thereof by reference to the following 1ST
BANCORP reports filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended:
1. The unaudited consolidated balance sheet of 1ST BANCORP as of
September 30, 1998, and the related comparative unaudited consolidated
statements of income and cash flows for the three months ended September 30,
1998 and September 30, 1997, together with the accompanying notes, as included
in 1ST BANCORP's Quarterly Report on Form 10-Q for the quarter ended September
30, 1998.
2. The consolidated balance sheets of 1ST BANCORP as of June 30, 1998
and 1997, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three years
ended June 30, 1998, together with the accompanying notes, and the report of
independent accountants with respect to those financial statements, as included
in 1ST BANCORP's Annual Report on Form 10-K for its fiscal year ended June 30,
1998.
Because such information has been previously reported by the Registrant, it need
not be filed as part of this Current Report pursuant to General Instruction B(3)
to Form 8-K.
(b) Pro forma financial information. The Registrant expects to amend this
Current Report on or before March 22, 1999 (the first business day following the
sixtieth day following the date that the Acquisition is required to be reported
on Form 8-K), to furnish under Item 7 the pro forma financial information
required by Article 11 of Regulation S-X with respect to the Acquisition at and
for the nine months ended September 30, 1998. Pro forma condensed financial
statements as of and for the six month period ended June 30, 1998, and for each
of the three years ended December 31, 1997, have been previously reported by the
Registrant in its Form S-4 relating to the Acquisition (File No. 333-65633).
(c) Exhibits.
The following exhibits are filed as part of this Report:
2. Agreement and Plan of Reorganization between the Registrant and 1ST
BANCORP, dated August 6, 1998. This exhibit is incorporated by
reference from Exhibit 2 to the Registrant's Registration Statement on
Form S-4 filed October 14, 1998.
99. Press release dated January 4, 1999, announcing consummation of the
Acquisition.
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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.
GERMAN AMERICAN BANCORP
Date: January 13, 1999 By: /s/ Mark A. Schroeder
--------------------------------------
Mark A. Schroeder
President and Chief Executive Officer
EXHIBIT 99
NEWS RELEASE
For additional information, contact:
George W. Astrike, Chairman or Mark A. Schroeder, President/CEO
(812) 482-1314
JASPER, INDIANA, JANUARY 4, 1999 GERMAN AMERICAN BANCORP
COMPLETES MERGERS
German American Bancorp (NASDAQ: GABC) announced the completion of its merger
with 1ST BANCORP, Vincennes, Indiana (NASDAQ: FBCV). Under the terms of the
merger, the former shareholders of 1ST BANCORP received 1.8188 shares of German
American common stock for each share of 1ST BANCORP. German American issued
approximately 2,040,000 shares of its common stock in the transaction which had
a total value of approximately $47 million at the close of trading on December
31, 1998.
George W. Astrike, Chairman of German American Bancorp said, "We are delighted
to welcome the shareholders of 1ST BANCORP to German American Bancorp and its
family of community banks. 1ST BANCORP's banking subsidiary, First Federal Bank,
and its insurance subsidiary First Financial Corporation are strategically
important additions to our growing financial services company. In the present
environment of rapid banking consolidation, oftentimes our Indiana communities
lose out when their local banks become branches of remote institutions whose
management may not be in tune with the needs of local area. However, as a member
of German American Bancorp's family of community banks, 1ST Federal will retain
its banking charter and will continue to be managed by a Board of Directors
comprised of individuals representing local business, professional and
agricultural interests. In addition to continuing its tradition as a leading
residential mortgage lender in the area, First Federal will also offer a full
array of commercial banking services, and will expand its lending activities to
serve business and agricultural customers throughout the Knox County area. We
are pleased to have C. James McCormick, Chairman of 1ST BANCORP and an
individual who has played a vital role in its success, join German American
Bancorp's Board of Directors".
The Company also announced the completion of the acquisition of The Doty Agency,
Inc., one of the area's oldest and leading multi-line general insurance agency,
operating from offices in Petersburg, Indiana. The transaction, which was
effective on January 1, 1999, represented German American's first direct
acquisition of a property and casualty insurance agency. Mark A. Schroeder,
President of German American Bancorp, stated, "With the addition of the Doty
Agency to our family of community banks, we now have the ability to add
insurance products to our existing line of banking and investment products and
services. The ability to do so represents an integral step toward our goal of
providing customers an opportunity to fulfill all their financial needs through
our affiliated community banks and associated financial services companies."
<PAGE>
German American Bancorp is a Jasper-based multi-bank holding company which now
has total assets of approximately $875,000,000, and operates five banking
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.
