UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
GERMAN AMERICAN BANCORP
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(Name of Issuer)
Common Stock, $10.00 Par Value
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(Title of Class of Securities)
373865104
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(CUSIP Number)
David G. Buehler
1227 West 31st Street
Jasper, Indiana 47546 - (812) 482-5366
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 4, 1999
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(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-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7)
Note: Six copies of this statement, including all exhibits,
should be filed with the commission. See Rule 13d-l(a) 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.<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).
<PAGE>
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David G. Buehler
SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
2
8. SHARED VOTING POWER
330,607
9. SOLE DISPOSITIVE POWER
2
10. SHARED DISPOSITIVE POWER
330,607
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,607
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
CUSIP No. 373865104 Page of 52 Pages
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David G. Buehler Charitable Trust, dated December 9,
1994
TIN# 35-1967992
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
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, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
39,690
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
39,690
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,690
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
<PAGE>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14. TYPE OF REPORTING PERSON*
00
<PAGE>
<PAGE>
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
CUSIP No. 373865104 Page of 52 Pages
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph E. Buehler
SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
1,301
8. SHARED VOTING POWER
282,888
9. SOLE DISPOSITIVE POWER
1,301
10. SHARED DISPOSITIVE POWER
282,888
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
284,196
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
<PAGE>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Buehler Foods, Inc.
IRS# 35-1074241
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
282,842
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
282,842
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,842
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
<PAGE>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14. TYPE OF REPORTING PERSON*
00
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Title of Security: Common Stock, $10.00 Par Value
Issuer: German American Bancorp
711 Main Street
Box 810
Jasper, Indiana 47546
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(f) David G. Buehler, Brenda Buehler, Joseph E.
Buehler, Buehler Foods, Inc., and David G. Buehler
Charitable Trust (hereinafter referred to at times
collectively as the "reporting persons"). Brenda Buehler is
the wife of David G. Buehler. Buehler Foods, Inc. ("BFI")
is owned by David G. Buehler and Joseph E. Buehler (through
June 30, 1993, David G. owned approximately 54% of BFI and
Joseph E. owned approximately 45%. The current percentage
ownership is 77% and 23%, respectively). David G. Buehler
Charitable Trust is a qualifying private foundation created
on December 9, 1994 ("Trust") of which David G. Buehler is
the sole Trustee. The reporting persons intend to act
together as a group with respect to their shares of Common
Stock of the Company.
David G. Buehler's principal occupation is as
President of Buehler Foods, Inc., a company of which he owns
approximately 66 percent. His residence address is 1227
West 31st Street, Jasper, Indiana 47546. David G. Buehler
is a citizen of the United States of America.
Brenda Buehler is the wife of David G. Buehler and her
residence address is the same as his given above. Her
principal occupation is as a beautician in Washington,
Indiana. Brenda Buehler is a citizen of the United States
of America.
Joseph E. Buehler's principal occupation is as Vice
President of Buehler Foods, Inc., a company of which he owns
approximately 34 percent. His residence address is 1978
East Hillbrook Drive, Jasper, Indiana 47546. Joseph E.
Buehler is a citizen of the United States of America.
Buehler Foods, Inc. is an Indiana corporation engaged
in the retail grocery business. The address of Buehler
Foods, Inc.'s principal offices is 1100 West 12th Street,
Jasper, Indiana 47546.
The Trust was established on December 9, 1994, and has
been recognized as a qualifying private foundation, exempt
from federal income taxation under Section 501(c)(3) of the
Internal Revenue Code. Its address is c/o David G. Buehler,
Trustee, 1100 West 12th Street, Jasper, Indiana 47546.
During the last five years, none of the reporting
persons has been convicted in a criminal proceeding or has
been a party to a civil proceeding relating to federal or
state securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The event that requires the filing of this Amendment
No. 5 is the consummation on January 4, 1999, of the
acquisition by the Company of 1st Bancorp ("1st Bancorp"),
the holding company for First Federal Bank, a Federal
Savings Bank, Vincennes, Indiana. The reporting persons
owned an aggregate of 329,261 shares of Common Stock. Prior
to the Merger, these 329,261 shares of Common Stock
represented 4.9 percent of the outstanding shares of Common
Stock. As a consequence of the issuance of 2,040,000 shares
of Common Stock to the shareholders of 1st Bancorp in
exchange for those shareholders' of 1st Bancorp shares,
subsequent to the acquisition the reporting persons owned
3.8 percent of the outstanding shares of Common Stock. No
funds or other consideration were used or are to be used to
purchase Common Stock of the Company with respect to this
transaction and there is no source of funds with respect to
which Item 3 is applicable.
This Amendment #5 also reports earlier transactions
since the filing of Amendment #4.
Other Changes Since Amendment #4
Other transactions have occurred since the filing as
of March 4, 1997 of Amendment #4 to the Schedule 13D. Those
transactions are as follows:
Stock Purchase. Subsequent to Amendment #4, Joseph E.
Buehler purchased 1,000 common shares of the Company on
January 23, 1998, with personal funds in the open market at
a price of $31.25 per share.
Dividend Reinvestment Plan. Since the last reported
transaction on January 31, 1997, BFI has acquired an
aggregate of 6,454.8943 shares, at various prices, under the
Company's Dividend Reinvestment and Stock Purchase Plan
(instituted May, 1995) ( DRIP ), as follows:
Year or Date Number of Shares* Price Range*
April 30, 1997 735.0859 $37.25
August 20, 1997 634.5546 $43.41
November 20, 1997 796.6399 $34.75
1998 4,288.614 $32.27 to $25.90
* Not adjusted for stock split or stock dividends.
Mr. Joseph E. Buehler and his family also
acquired shares under the DRIP as follows:
Year or Date Number of Shares* Price Range*
April 30, 1997 .7311 $37.25
August 20, 1997 .6313 $43.41
November 20, 1997 .7925 $34.75
1998 19.9268 $32.27 to $25.90
* Not adjusted for stock split or stock dividends.
Stock Splits and Stock Dividends. The
following shares of the Company were issued to the
indicated persons as a result of stock splits or
stock dividends declared by the Company as
follows:
BFI:
12/15/98 5% Stock Dividend 13,468
12/20/97 5% Stock Dividend 12,622
11/01/97 3-for-2 Stock Split 125,833
David G. and Brenda:
12/15/98 5% Stock Dividend 320
12/20/97 5% Stock Dividend 305
11/01/97 2-for-1 Stock Split 3,052
Joseph:
12/15/98 5% Stock Dividend 61
12/20/97 5% Stock Dividend 10
11/01/97 2-for-1 Stock Split 101
Other Merger Transactions. On June 1, 1998,
the Company completed two (2) merger transactions,
resulting in an aggregate issuance of 995,678
shares of Common Stock of the Company: the
acquisition by the Company of CSB Bancorp of
Petersburg, Indiana, the holding company for
Citizens State Bank of Petersburg, Indiana,
resulted in the issuance of 928,475 shares of
Common Stock, and the acquisition by the Company
of FSB Financial Corporation of Francisco,
Indiana, the holding company for FSB Bank of
Francisco, Indiana, resulted in the issuance of
67,203 shares of Common Stock. The reporting
persons owned an aggregate of 312,477 shares of
Common Stock. Prior to the Merger, these 312,477
shares of Common Stock represented 5.8 percent of
the outstanding shares of Common Stock. As a
consequence of the issuance of 995,678 shares of
Common Stock to the shareholders of CSB Bancorp of
Petersburg and FSB Financial Corporation of
Francisco, subsequent to the acquisition the
reporting persons owned 4.9 percent of the
outstanding shares of Common Stock. No funds or
other consideration were used or are to be used to
purchase Common Stock of the Company as a part of
these transactions and there is no source of funds
with respect to which Item 3 is applicable.
ITEM 4. PURPOSE OF TRANSACTION.
The event that requires the filing of this
Amendment No. 5 is the consummation on January 4,
1999, of the acquisition by the Company of Peoples
Bancorp of Washington, an Indiana corporation and
the holding company for The Peoples National Bank
and Trust Company, Washington, Indiana, and the
issuance of 2,040,000 shares of Common Stock in
such acquisition. This Amendment #5 also reports
earlier transactions since the filing of
Amendment #4.
Buehler Foods, Inc., David G. Buehler,
Joseph E. Buehler and the Trust acquired the
common stock of the Company owned by them for
investment purposes. In the future Buehler Foods,
Inc., David G. Buehler, Joseph E. Buehler or Trust
may acquire additional shares in the Company for
investment purposes from time to time depending
upon market conditions and other factors. This
statement of purposes and potential actions has
remained unchanged since the filing of Amendments
# 1, 2, 3 and 4. An intention to acquire a
limited number of additional shares of the Company
was reflected in the original Schedule 13D, which
is restated here:
In the future Buehler Foods, Inc., David G.
Buehler or Joseph E. Buehler may acquire
additional shares in the Company for investment
purposes from time to time depending upon market
factors and other conditions. At the present
time, the reporting persons do not intend to
acquire in the aggregate beneficial ownership of
more than 15% of the Company's common stock.
None of the reporting persons has any present
plans or proposals with respect to the Issuer that
relate to or could result in the occurrence of any
of the following events:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition
of securities of the Issuer;
(b) An extraordinary corporate transaction, such
as a merger, reorganization or liquidation,
involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Issuer or any of its
subsidiaries;
(d) Any change in the present board of directors
or management of the Issuer, including any
plans or proposals to change the number or
term of directors to fill any existing
vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's
business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other
actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer
to be delisted from a national securities
exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the Issuer
becoming eligible for termination of
registration pursuant to Section 12(g)(4) of
the Exchange Act of 1934; or
(j) Any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a)-(d). The following table sets forth the
number and percentage of shares of Common Stock of the
Company beneficially owned as of January 4, 1999, by
each of the reporting persons, each of whom has sole
voting and investment power with respect to such shares
except as indicated below:
Beneficial Owner Number of Shares Percentage of
Shares
David G. Buehler 330,6081,2,4 3.8%
Brenda Buehler 6,7272 .1%
Joseph E. Buehler 284,1893 3.2%
Buehler Foods, Inc. 282,842 3.2%
Trust 39,690 .5%
1 The share totals and percentages include
282,842 shares owned of record by Buehler
Foods, Inc., a company owned by David G.
Buehler and Joseph E. Buehler. The voting
and disposition of these 282,842 shares are
jointly directed by the owners of Buehler
Foods, Inc.
2 David G. Buehler and Brenda Buehler jointly
own 6,727 shares, which are included in the
share totals and percentages for Ms. Buehler.
3 Includes 1,301 shares held by Joseph E.
Buehler in his sole name and 46 shares owned
by Joseph E. Buehler's children.
4 The share totals and percentages include
39,690 shares owned of record by the David G.
Buehler Charitable Trust of which David G.
Buehler is the sole Trustee.
(e) On June 1, 1998, due to the issuance by the
Company of common shares pursuant to a
Merger, as described in Item 3 above, the
beneficial ownership of these reporting
persons ceased to be more than 5% of the
Company s shares of Common Stock. As a
result of the issuance of additional common
shares by the Company on January 4, 1999,
pursuant to another Merger, also as described
in Item 3 above, the applicable percentage
declined further to 3.8%.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
a. 1995 Pledge. On August 11, 1995, BFI pledged
to National City Bank, Indiana ("National"),
pursuant to a Pledge Agreement, dated August
11, 1995, 124,054 (approximately 301,577 if
adjusted for subsequent stock dividends and a
stock split) of the common shares of the
Company owned by it, to secure obligations
under a Credit and Security Agreement by and
between BFI and National, dated August 11,
1995. As of the date hereof, approximately
273,402 common shares of the Company are
subject to the Pledge Agreement.
b. 1996 Pledge. BFI has pledged to United
Fidelity Bank, fsb ("Bank") pursuant to a
Pledge and Security Agreement (Third Party
Pledgor), dated September 6, 1996, 9,439 of
the common shares of the Company owned by it,
to secure obligations under a Commercial Term
Promissory Note, dated September 6, 1996,
executed by The Marjorie Buehler Real Estate
Trust, dated December 12, 1984, in favor of
Bank, in the principal amount of $300,000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement pursuant to Regulation 240.13d-
1(f).
(b) Agreement pursuant to Regulation 240.13d-
1(f).
(c) Pledge and Security Agreement, dated
September 6, 1996, executed by Buehler Foods,
Inc. in favor of The Marjorie Buehler Real
Estate Trust.
(d) Pledge Agreement, dated August 11, 1995, by
and between Buehler Foods, Inc. and National
City Bank, Indiana.
All of the above documents are incorporated
by reference from Amendment #4 to Schedule 13D,
dated as of March 4, 1997, filed May 19, 1997.
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.
March 19, 1999 /s/ David G. Buehler
---------------------------
David G. Buehler
BRENDA BUEHLER
March 19, 1999 /s/ David G. Buehler
---------------------------
David G. Buehler, Attorney
under Power, dated April 12,
1993
March 19, 1999 JOSEPH E. BUEHLER
/s/ David G. Buehler
---------------------------
David G. Buehler, Attorney
under Power, dated April 12,
1993
BUEHLER FOODS, INC.
March 19, 1999 /s/ David G. Buehler
---------------------------
David G. Buehler, President
and Attorney under Power,
dated April 12, 1993
DAVID G. BUEHLER CHARITABLE
TRUST, December 9, 1994
March 19, 1999 /s/ David G. Buehler
---------------------------
David G. Buehler, Trustee
and Attorney under Power
dated May 15, 1997
<PAGE>
EXHIBIT INDEX
Description Page Number
Agreement Pursuant to
Regulation 240.13d-1(f) and
Power of Attorney. *
Agreement pursuant to
Regulation 240.13d-1(f). *
Pledge and Security Agreement, dated
September 6, 1996, executed by
Buehler Foods, Inc. in favor of
The Marjorie Buehler Real Estate Trust. *
Pledge Agreement, dated August 11, 1995,
by and between Buehler Foods, Inc.
and National City Bank, Indiana. *
* Incorporated by reference from Amendment #4 to
Schedule 13D, dated as of March 4, 1997, filed May
19, 1997.
<PAGE>
AGREEMENT PURSUANT TO REGULATION 240.13D-1(f)
AND POWER OF ATTORNEY
The undersigned hereby agree and consent to the
filing of a single Schedule 13D and any and all
amendments thereto with the Securities and Exchange
Commission on behalf of each of them in connection with
the beneficial ownership of securities of GAB Bancorp.
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
David G. Buehler his true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all
amendments to the Schedule 13D and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he
might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or
his substitute, may lawfully do or cause to be done by
virtue hereof.
/s/ David G. Buehler
David G. Buehler
/s/ Brenda Buehler
Brenda Buehler
/s/ Joseph E. Buehler
Joseph E. Buehler
BUEHLER FOODS, INC.
/s/ David G. Buehler, President
David G. Buehler, President
April 12, 1993
