SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the year ending December 31, 1999
[ ] Transitional report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
Commission file number: 333-81839
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
German American Bancorp
Employees' Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
German American Bancorp
711 Main Street, Box 810
Jasper, Indiana 47546-3042
<PAGE>
REQUIRED INFORMATION
A. Financial Statements and Schedules:
Report of Independent Auditors
Statements of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits with
Fund Information
Notes to Financial Statements
Schedule of Assets Held for Investment Purposes at End of Year
B. Exhibits
Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustee (or other persons who administer the employee benefit plan) has duly
caused this annual report to be signed on its behalf by the undersigned hereto
duly authorized.
German American Bancorp
Employees' Profit Sharing Plan
(Name of Plan)
Date: June 28, 2000 German American Bank, Trustee
/s/ Bonnie S. Hochgesang
-----------------------------------
Bonnie S. Hochgesang, AVP&T.O.
<PAGE>
GERMAN AMERICAN BANCORP
EMPLOYEES' PROFIT SHARING PLAN
Jasper, Indiana
FINANCIAL STATEMENTS
December 31, 1999 and 1998
CONTENTS
REPORT OF INDEPENDENT AUDITORS ........................................... 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS ....................... 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS.............. 3
NOTES TO FINANCIAL STATEMENTS ........................... ............. 4
SUPPLEMENTAL SCHEDULES
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR ...................................................... 9
<PAGE>
REPORT OF INDEPENDENT AUDITORS
German American Bancorp
Employees' Profit Sharing Plan
Jasper, Indiana
We have audited the statements of net assets available for benefits of German
American Bancorp Employees' Profit Sharing Plan as of December 31, 1999 and
1998, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1999. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998 and the changes in net assets available for benefits
for the year ended December 31, 1999 in conformity with generally accepted
accounting principles.
As described in Note 2 to the financial statements, in 1999, the Plan changed
its accounting method from the modified cash basis of accounting to the accrual
basis of accounting. The statement of net assets available for benefits as of
December 31, 1998 was restated to reflect this basis of accounting.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Crowe, Chizek and Company LLP
--------------------------------------------------
Crowe, Chizek and Company LLP
South Bend, Indiana
May 25, 2000
1
<PAGE>
<TABLE>
<CAPTION>
GERMAN AMERICAN BANCORP
EMPLOYEES' PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 and 1998
--------------------------------------------------------------------------------
1999 1998
---- ----
<S> <C> <C> <C> <C>
ASSETS
Investments (Notes 2 and 4) $18,861,068 $16,167,315
Accounts receivables:
Participant contributions 35,502 26,898
Employer contributions 443,854 302,937
Income 18,440 13,831
----------- -----------
497,796 343,666
Cash and cash equivalents 216 1,342
----------- -----------
Total assets 19,359,080 16,512,323
LIABILITIES
Accrued expenses 12,025 5,958
----------- -----------
$19,347,055 $16,506,365
=========== ===========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
GERMAN AMERICAN BANCORP
EMPLOYEES' PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 1999
--------------------------------------------------------------------------------
<S> <C>
Additions to net assets attributed to:
Investment income
Interest and dividends $ 762,306
Net appreciation (depreciation) in fair value (Note 4) 1,357,821
-----------
2,120,127
Contributions
Rollovers 4,855
Participants' 378,167
Employer's 786,520
-----------
1,169,542
-----------
Total additions 3,289,669
-----------
Deduction from net assets attributed to:
Benefits paid to participants 604,990
Insurance premiums 3,024
Administrative fees 27,793
-----------
Total deductions 635,807
-----------
Net increase prior to plan transfers 2,653,862
Plan transfers 186,828
-----------
Net increase 2,840,690
Net assets available for benefits
Beginning of year 16,506,365
-----------
End of year $19,347,055
===========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
3
<PAGE>
GERMAN AMERICAN BANCORP
EMPLOYEES' PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------------------------------------------------------------
NOTE 1 - PLAN DESCRIPTION
The following description of the German American Bancorp Employees' Profit
Sharing Plan (Plan) provides only general information. Participants should refer
to the Plan Agreement for a more complete description of the Plan's provisions.
General: German American Bancorp owns 100% of its subsidiaries, German American
Bank, Peoples National Bank, Citizens State Bank, First American Bank, First
State Bank, First Title Insurance Agency, and First Financial Insurance Agency,
Inc. All employees of the subsidiaries and the holding company (the sponsor) are
eligible to participate in the Plan, except as of July 1, 1999, First Financial
Insurance Agency, Inc. changed its name to The Doty Agency, Inc. and established
a separate plan. The Plan is a defined contribution plan covering virtually all
employees who have one year of service. A participant shall enter the Plan on
the January 1 or July 1 following attainment of the eligibility requirements.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
Contributions and Vesting: The Plan provides for salary deferral contributions
by employees of up to 5% of their total compensation as defined in the Plan, not
to exceed the maximum dollar amount of 401(k) deferrals allowed by the IRS. The
employers will match the employee contributions at a rate of 100% up to 5% of
the participant's compensation which is deferred. The employer has the
discretion to make additional contributions to the Plan if it so chooses which
are allocated to each participant's individual account. Participants are fully
vested in all salary deferral contributions. Employer matching and discretionary
contributions vest on a gradual schedule, but are fully vested when the
participant has completed seven years of service. Any amounts forfeited upon
termination of employment are reallocated to the regular accounts of the
remaining participants based on compensation.
Investment Options: Participants may change their investment options daily.
Participants may direct the investment of their own contributions and any
employer contributions allocated to them. These contributions may be invested in
German American Bancorp common stock or several other investment options managed
by SEI Investments.
Participant Accounts: Each participant's account is credited with the
participant's own contribution and an allocation of (a) the Employer's
contribution, (b) Plan earnings, and (c) forfeitures of terminated participants'
nonvested accounts. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's account.
Appreciation or depreciation in the value of each investment fund is allocated
to the participating employees on a daily basis. The allocation is based upon
the proportional relationship of the weighted average balance of each employee's
account to the weighted average balance of all employees' accounts during the
period.
4
<PAGE>
GERMAN AMERICAN BANCORP
EMPLOYEES' PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------------------------------------------------------------
NOTE 1 - PLAN DESCRIPTION (Continued)
Payment of Benefits: Upon termination of service, a participant will receive the
vested value of his or her account paid to them in the form of a lump sum,
periodic installments or an annuity. A participant may withdraw all or a portion
of the value of his or her vested interest prior to termination of employment
upon meeting certain requirements as set forth in the Plan Agreement.
Retirement and Death: A participant or his beneficiary is entitled to 100% of
his or her account balance upon retirement or death.
Participant Notes Receivable: The Plan provides that participants can borrow
funds against their account balances limited to the lesser of $50,000 or 50% of
the vested account balance as of the most recent allocation date at the time of
the loan disbursement. Loan transactions increase or decrease Investments and
Participant Notes Receivable in offsetting amounts. Loan terms range from 1-5
years. The loans are secured by the balance in the participant's account and
bear interest at a rate commensurate with prevailing rates. Principal and
interest is paid ratably through payroll deductions.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Plan have been changed from
a cash basis to an accrual basis of accounting. The change was made principally
to conform to generally accepted accounting principles. The change resulted in a
net increase of $337,708 to the 1998 statement of net assets available for
benefits.
Estimates: The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make estimates
and assumptions that affect certain reported amounts and disclosures, and actual
results may differ from those estimates. Estimates susceptible to change in the
near term include estimates of investment valuation.
Investment Valuation and Income Recognition: Investments of the Plan (Note 4)
are stated at fair value as determined by quoted market prices as of the last
business day of the plan year. Cash and cash equivalents are stated at cost,
which approximates fair value.
In accordance with the policy of stating investments at fair value, the change
in net unrealized appreciation or depreciation for the year is reflected in the
statement of changes in net assets available for benefits. Purchases and sales
of securities are recorded on a trade date basis. Interest income is recorded on
the accrual basis. Dividends are recorded on the ex-dividend date.
5
<PAGE>
GERMAN AMERICAN BANCORP
EMPLOYEES' PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------------------------------------------------------------
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investment Contracts with Insurance Company: Before January 1, 1995,
participants had the option to purchase insurance contracts. Participant
contributions were used to purchase insurance for that individual participant.
These contractual arrangements, under which funds are allocated to purchase
insurance for individual participants, are considered allocated funding
arrangements and are excluded from plan assets.
Payment of Benefits: Benefits are recorded when paid.
New Accounting Standard: During 1999, the Plan adopted the requirements of the
American Institute of Certified Public Accountants Statement of Position 99-3,
Accounting and Reporting of Certain Defined Contribution Plan Investments and
Other Disclosure Matters. The 1998 financial statement has been reclassified to
be comparative.
NOTE 3 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under DOL regulations as any fiduciary of the
plan, any party rendering service to the plan, the employers, and certain
others. The German American Bank Trust Department acts as Trustee for the Plan,
and Trustee fees are paid by the plan sponsor. Party-in-interest transactions
during the year ended December 31, 1999, included employer contributions and the
holding of the Plan's cash and investments by the German American Bank Trust
Department. Fees paid by the Plan for the administration and audit of the Plan
amounted to $27,793.
The Plan held the following party-in-interest investment (at market value)
1999 1998
---- ----
German American Bancorp
common stock $418,888 $299,709
6
<PAGE>
GERMAN AMERICAN BANCORP
EMPLOYEES' PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------------------------------------------------------------
NOTE 4 - INVESTMENTS
The following table presents investments that represent 5 percent or more of the
Plan's net assets.
1999 1998
---- ----
SEI Stable Asset Fund, 3,858,108
and 2,459,320 shares, respectively $3,858,108 $2,459,320
SEI Diversified Global Growth Fund,
110,756 and 111,149 shares, respectively 1,651,370 1,460,497
SEI Diversified Moderate Growth Fund,
464,519 and 425,775 shares, respectively 6,526,494 5,671,320
SEI Diversified U.S. Stock Fund,
270,986 and 292,319 shares, respectively 4,826,263 4,574,798
During 1999 the Plan's investments (including investments bought, sold, and held
during the year) appreciated in value by $1,357,821.
Mutual Funds $1,430,961
Common Stock (73,140)
----------
$1,357,821
==========
NOTE 5 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Sponsor has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA and its related regulations. In the
event of plan termination, participants will become 100% vested in their
accounts.
NOTE 6 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by letter
dated February 15, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the determination letter. However, the Plan
sponsor believes that the Plan is designed and currently being operated in
compliance with the applicable requirements of the IRC.
7
<PAGE>
GERMAN AMERICAN BANCORP
EMPLOYEES' PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------------------------------------------------------------
NOTE 7 - TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to
individuals who have withdrawn from the Plan. Vested amounts allocated to these
participants were $1,472 and $305,697 at December 31, 1999 and 1998.
NOTE 8 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
A reconciliation of financial statement net assets available for benefits to
total assets on Form 5500 follows:
1998
----
Net assets available for benefits per financial statements $16,506,365
Reconciling items
Individual insurance contracts 96,489
Employer contribution receivable 24,300
Accrued income (13,831)
Accrued expenses 5,958
Loan interest receivable 1,347
-----------
Total assets per Form 5500 $16,620,628
===========
NOTE 9 - AMENDMENTS
Effective January 1, 1999, the Plan was amended to add First American Bank,
First Financial Insurance Agency (known as The Doty Agency, Inc. as of July 1,
1999), and the First Title Insurance Agency. The amendment also counted years of
service with the above mentioned adopting employers' prior plans to be in this
Plan. Effective October 27, 1999, the Plan was amended to allow direct transfers
to The Doty Agency, Inc. 401(k) Plan in anticipation of the transfer of existing
account balances from the Plan to the Doty Agency, Inc. 401(k) Plan for those
former participants who are now participants in the Doty Agency, Inc. 401(k)
Plan.
8
<PAGE>
<TABLE>
<CAPTION>
GERMAN AMERICAN BANCORP
EMPLOYEES' PROFIT SHARING PLAN
SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT END OF YEAR
December 31, 1999
Attachment to Form 5500, Schedule H, Part IV, Line 4i
Name of Plan Sponsor: German American Bancorp
Employer Identification Number: 35-1547518
Three Digit Plan Number: 001
(c)
(b) Description of
(a) Identity of Issue, Investment Including
Borrower, Number of Shares,
Lessor, or Rate of Interest and (d) (e)
Similar Party Maturity Dates Cost Fair Value
------------- -------------------- ---- ----------
<S> <C> <C> <C>
SEI Stable Asset Fund 3,858,107.96 shares $** $ 3,858,108
SEI Diversified Conservative Fund 54,397.85 shares ** 623,943
SEI Diversified Conservative
Income Fund 62,554.50 shares ** 712,496
SEI Diversified Global Growth
Fund 110,755.89 shares ** 1,651,370
SEI Diversified Moderate Growth
Fund 464,519.18 shares ** 6,526,494
SEI Diversified U.S. Stock Fund 270,986.13 shares ** 4,826,263
Participant notes receivable 8.75% to 9.75% ** 243,506
Various maturities
* German American Bancorp
common stock 23,766.71 ** 418,888
-----------
$18,861,068
===========
<FN>
* Indicates party-in-interest investment
** Participant-directed investments. Cost basis not presented.
</FN>
</TABLE>
9
