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: 333-81837
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
The Doty Agency, Inc. 401(k) 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
Notes to Financial Statements
Schedule of Assets Held for Investment Purposes at End of Year
Schedule of Investment Assets Both Acquired and Disposed
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.
The Doty Agency, Inc. 401(k) Plan
(Name of Plan)
Date: June 28, 2000 German American Bank, Trustee
/s/ Bonnie S. Hochgesang
-----------------------------------
Bonnie S. Hochgesang, AVP&T.O.
<PAGE>
CONTENTS
REPORT OF INDEPENDENT AUDITORS ............................................. 1
FINANCIAL STATEMENTS
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS -
DECEMBER 31, 1999 .................................................. 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS - FOR THE PERIOD FROM JULY 1, 1999 TO
DECEMBER 31, 1999 ................................................... 3
NOTES TO FINANCIAL STATEMENTS .......................................... 4
SUPPLEMENTAL INFORMATION
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR ....................................................... 8
SCHEDULE OF INVESTMENT ASSETS BOTH ACQUIRED AND
DISPOSED ............................................................. 9
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Plan Administrator
The Doty Agency, Inc. 401(k) Plan
Petersburg, Indiana
We have audited the accompanying statements of net assets available for benefits
of The Doty Agency, Inc. 401(k) Plan as of December 31, 1999 and the related
statement of changes in net assets available for benefits for the period from
July 1, 1999 (date of inception) to 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 audit.
We conducted our audit 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 audit provides 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 the changes in net assets available for benefits for the
period from July 1, 1999 (date of inception) to December 31, 1999 in conformity
with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as whole. The supplemental schedule of assets held
for investment purposes and the schedule of investment assets both acquired and
disposed are presented for the purposes of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations of
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have 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>
THE DOTY AGENCY, INC. 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999
--------------------------------------------------------------------------------
1999
----
ASSETS
Investments (Notes 2 and 4) $ 35,758
Receivables
Employer contribution 269
Participant contributions 134
Income 21
--------------
424
--------------
NET ASSETS AVAILABLE FOR BENEFITS $ 36,182
==============
[FN]
See accompanying notes to financial statements.
</FN>
2
<PAGE>
<TABLE>
<CAPTION>
THE DOTY AGENCY, INC. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the period from July 1, 1999 (date of inception) to December 31, 1999
--------------------------------------------------------------------------------
<S> <C>
Additions to net assets attributed to:
Investment income
Net appreciation in fair value of investments (Note 4) $ 2,200
Interest and dividends 206
-------
2,406
Contributions
Employer's 9,348
Participants 24,428
-------
33,776
-------
Net increase 36,182
Net assets available for benefits
Beginning of period --
-------
End of period $36,182
=======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
3
<PAGE>
THE DOTY AGENCY, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
--------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN
The following description of The Doty Agency, Inc. 401(k) Plan (the Plan)
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
General: The Plan is a defined-contribution plan covering all employees of The
Doty Agency, Inc. (the Company) who have one year of service. The Company is a
wholly owned subsidiary of German American Bancorp. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The
Plan was established in 1999. All employees who were participants in the German
American Bancorp Employees Profit Sharing Plan and employed by The Doty Agency,
Inc. became participants in the Plan as of the effective date. The Plan has an
effective date of July 1, 1999 and activity of the Plan included in the
statement of changes in net assets available for plan benefits was from July 1,
1999 to December 31, 1999. The Plan allows transfers of participant balances
from the German American Bancorp Employees Profit Sharing Plan, although no fund
transfers occurred in 1999.
Contributions: Each year, participants may contribute up to 15% of pretax annual
compensation, as defined in the Plan. Participants may also rollover amounts
representing distributions from other qualified defined benefit or defined
contribution retirement plans. The Company may, at the discretion of the board
of directors, make a matching contribution to the Plan. During 1999, the Company
matching contribution was equal to 50% of the first 6% of compensation deferred
into the Plan by a participant. Contributions are subject to certain general
limitations imposed by the Internal Revenue Service (IRS).
Participant Accounts: Each participant's account is credited with the
participant's own contribution and their share of the Company's contributions.
Allocation of earnings is based on participants' account balances. The benefit
to which a participant is entitled is that provided from the participant's
vested account. Forfeited balances of terminated participants' nonvested
accounts are used to reduce Company's liability for future matching
contributions to the Plan.
4
<PAGE>
THE DOTY AGENCY, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
--------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN (Continued)
Vesting: Participants are immediately vested in their own contributions and
rollovers plus earnings thereon. Vesting in the Company's matching contribution
of their accounts plus earnings thereon is based on years of service, as defined
in the Plan, based on the following schedule:
Years of Vesting
Service Percentage
------- ----------
0-2 0%
3 20%
4 40%
5 60%
6 80%
7 100%
A participant is entitled to 100% of his or her account balance upon retirement,
death or disability.
Payment of Benefits: On termination of service, a participant will receive a
lump sum amount equal to the value of his or her vested interest in their
account. Balances are generally paid as a single lump-sum distribution. However,
participants have the option of receiving payment of amounts transferred from
the German American Bancorp Employees' Profit Sharing Plan in the form of a
single life or a joint and last survivor annuity. These transferred amounts may
also be paid to the participant in the form of periodic installments. As of
December 31, 1999, no amounts had been transferred from the German American
Bancorp Employees' Profit Sharing Plan.
Participant Loans: Participants may borrow from the Plan. The amount which can
be borrowed is a maximum generally equal to the lesser of $50,000 or 50 percent
of their account balance. Loan transactions are treated as a transfer to (from)
the investment fund from (to) the Participant Loan fund. Loan terms generally
range from 1-5 years. The loans are secured by the vested balance in the
participant's account and bear interest at a rate commensurate with prevailing
rates as determined by the Plan administrator. Principal and interest are paid
through payroll deductions.
5
<PAGE>
THE DOTY AGENCY, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Plan are prepared under the
accrual basis of accounting.
Investment Valuation: The Plan's investments are stated at fair value. Shares of
registered investment companies are valued at quoted market prices which
represent the net asset value of shares held by the Plan at year end. The German
American Bancorp stock is valued at its quoted market price.
Use of 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 these estimates.
Payment of Benefits: Benefits are recorded when paid.
NOTE 3 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time, subject to the
provisions of ERISA and its related regulations. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
NOTE 4 - INVESTMENTS
The following table presents investments that represent 5 percent or more of the
Plan's net assets.
December 31,
1999
------------
Stable Asset Fund, 4606.86 shares $ 4,607
Diversified Conservative Fund, 187.49 shares 2,151
Diversified Conservative Income Fund, 173.78 shares 1,979
Diversified Global Growth Fund, 644.01 shares 9,602
Diversified Moderate Growth Fund, 206.73 shares 2,905
Diversified U.S. Stock Fund, 773.41 shares 13,774
6
<PAGE>
THE DOTY AGENCY, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
--------------------------------------------------------------------------------
NOTE 4 - INVESTMENTS (Continued)
During 1999 the Plan's investments (including investments bought, sold, and held
during the year) appreciated in value by $2,200 as follows:
Year Ended
December 31, 1999
Mutual Funds $ 2,464
Common stock (264)
--------
$ 2,200
NOTE 5 - PARTY-IN-INTEREST
Parties-in-interest are defined under Department of Labor regulations as any
fiduciary of the plan, any party rendering service to the plan, the employer and
certain others. Certain professional fees related to the administration of the
Plan were paid by the Company.
The Company is a wholly owned subsidiary of German American Bancorp. Therefore,
the Plan's investments in German American Bancorp common stock qualify as
party-in-interest investments.
NOTE 6 - TAX STATUS
The Plan has not been submitted to the Internal Revenue Service for a
determination letter as to the qualification of the Plan and the tax-exempt
status of the Trust. However, the Plan administrator believes that the Plan is
designed and continues to be operated in compliance with applicable provisions
of the IRC.
7
<PAGE>
<TABLE>
<CAPTION>
THE DOTY AGENCY, INC. 401(k) 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: The Doty Agency, Inc.
Employer Identification Number: 35-1985025
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>
SEI Stable Asset Fund 4,606.86 shares ** $ 4,607
SEI Diversified Conservative Fund 187.49 shares ** 2,151
SEI Diversified Conservative
Income Fund 173.78 shares ** 1,979
SEI Diversified Global Growth
Fund 644.01 shares ** 9,602
SEI Diversified Moderate Growth
Fund 206.73 shares ** 2,905
SEI Diversified U.S. Stock Fund 773.41 shares ** 13,774
* German American Bancorp
common stock 42 shares ** 740
------
$ 35,758
==========
<FN>
* Denotes party-in-interest
** Participant directed investments, cost basis not presented
</FN>
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
THE DOTY AGENCY, INC. 401(K) PLAN
SCHEDULE OF INVESTMENT ASSETS BOTH ACQUIRED AND DISPOSED
For the period form July 1, 1999 (Date of Inception) to December 31, 1999
-----------------------------------------------------------------------------------------------
Attachment to Form 5500, Schedule H. Part IV, Line 4i
Name of Plan Sponsor: The Doty Agency, Inc.
Employer Identification Number: 35-1985025
Three-Digit Plan Number: 001
(c)
Description of Investment
Including Maturity Date, (e)
(b) Rate of Interest, Par or (d) Current
(a) Identity of Issue Maturity Value Cost Value
----------------- -------------- ---- -------
<S> <C> <C> <C>
SEI Stable Asset Fund 54.14 shares $** $ 54.14
SEI Diversified
Conservative Fund 1.017 shares ** 11.52
SEI Diversified Conservative
Income Fund 2.514 shares ** 28.78
SEI Diversified Global
Growth Fund 6.617 shares ** 92.18
SEI Diversified U.S.
Stock Fund 3.349 shares ** 55.30
<FN>
** Participant directed investments, cost basis not presented.
</FN>
</TABLE>
9
