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 August 16, 2000
[ ] Transitional report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
Commission file number: 333-80605
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
German American Bancorp 1999
Employee Stock Purchase 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
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REQUIRED INFORMATION
A. Financial Statements
B. Signatures
C. Exhibits
Exhibit 23 -- Consent of Independent Auditors
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GERMAN AMERICAN BANCORP
EMPLOYEE STOCK PURCHASE PLAN
Jasper, Indiana
FINANCIAL STATEMENTS
August 16, 2000
CONTENTS
REPORT OF INDEPENDENT AUDITORS................................................1
FINANCIAL STATEMENTS
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS...........................2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS................3
NOTES TO FINANCIAL STATEMENTS............................................4
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REPORT OF INDEPENDENT AUDITORS
Plan Administrator
German American Bancorp
Employee Stock Purchase Plan
Jasper, Indiana
We have audited the accompanying statement of net assets available for benefits
of the German American Bancorp Employee Stock Purchase Plan as of August 16,
2000, and the related statement of changes in net assets available for benefits
for the year ended August 16, 2000. 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 financial position of the German American Bancorp
Employee Stock Purchase Plan as of August 16, 2000, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Indianapolis, Indiana
September 29, 2000
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GERMAN AMERICAN BANCORP
EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
August 16, 2000
--------------------------------------------------------------------------------
ASSETS
Cash $ 199,202
------------
NET ASSETS AVAILABLE FOR BENEFITS $ 199,202
============
See accompanying notes.
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GERMAN AMERICAN BANCORP
EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended August 16, 2000
--------------------------------------------------------------------------------
Additions to net assets attributed to:
Contributions
Participants $ 199,202
Employers -
------------
Total additions 199,202
Deductions from net assets attributed to:
Benefits paid to participants -
------------
Total deductions -
------------
Net increase 199,202
Net assets available for benefits
Beginning of year -
------------
End of year $ 199,202
============
See accompanying notes.
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GERMAN AMERICAN BANCORP
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
August 16, 2000
--------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN
The following description of the German American Bancorp Employee Stock Purchase
Plan (Plan) provides only general information. Participants should refer to the
Plan document for a more complete description of the Plan's provisions.
General: The purpose of the Plan is to provide eligible employees of German
American Bancorp (the Company) and its subsidiaries an opportunity to purchase
common shares of the Company financed by payroll deductions. The Plan provides
for the purchase of up to 425,000 shares of common stock, which the Company may
obtain by purchases on the open market or from private sources, or by issuing
authorized but unissued common shares. The plan covers all employees of the
Company and its subsidiaries who have completed six months of service prior to
the start of the plan year, with customary employment of at least 20 hours per
week. The Company shall determine the participant purchase price for common
shares under the plan, which price shall be in the range from 85% to 100% of the
fair market value of the common shares at the beginning or end of the Plan year.
Contributions: Eligible employees must elect to participate in the plan before
the start of the plan year and may make contributions up to $25,000 of their
total compensation. Employees may modify deferrals once during the plan year or
may elect to terminate participation at any point during the plan year. Upon
terminating participation, the balance in the participant account shall be paid
to the employee.
Participant Accounts: Each participant's account is credited with the
participant's contributions through payroll deductions. At the end of the Plan
year, the balance of participant accounts will be used to purchase the number of
whole and fractional shares of Company common stock that may be purchased for
the participant purchase price. For the Plan year ended August 16, 2000, the
participant purchase price determined by the Company was 85% of the lower of the
fair market value of common shares at the beginning of the Plan year or the fair
market value at the end of the plan year.
Retirement, Termination and Death: A participant is entitled to 100% of his or
her account balance upon retirement, termination or death.
Payment of Benefits: Certificates for common shares purchased under the Plan may
be registered only in the name of the participating employee, or in his or her
name jointly with a member of his or her family, with right of survivorship.
There are no restrictions imposed by the Plan on the resale of common shares
purchased under the plan.
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NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
Use of Estimates: The preparation of financial statements requires the plan
administrator to make estimates and assumptions that affect certain reported
amounts and disclosures. Actual results could differ from these estimates.
Employer Contributions: The Company contributes the difference between the cost
of shares acquired on the open market or from private sources and the
participant purchase price. The Company may elect to issue shares to
participants rather than acquiring shares on the open market. Since the Company
has no obligation to contribute cash to the Plan, employer contributions are
recorded when received.
Payment of Benefits: Benefits are recorded when paid.
NOTE 3 - RELATED PARTY TRANSACTIONS
The cash of the Plan is held in a checking account at German American Bank, a
wholly-owned subsidiary of the Company. See also Note 6.
NOTE 4 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right to
terminate or amend the Plan at any time. The Plan may continue until all the
stock allocated to the Plan has been issued or until after the tenth plan
year-end is completed, whichever is earlier. The Plan year ended August 16, 2000
is the first Plan year.
NOTE 5 - TAX STATUS
The Plan is not qualified under Section 401(a) of the Internal Revenue Code of
1986 (the "Code") and is not subject to any provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan is intended to qualify
as an "employee stock purchase plan" under Section 423 of the Code, and the
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirement of that Section of the
Code.
NOTE 6 - SUBSEQUENT EVENT
In August 2000, the Company purchased 17,200 common shares on the open market
for $239,193. Funding for the purchase of the common stock was from employee
contributions totaling $199,202 and Company contributions of $39,991.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Human Resources Committee, acting as the administrator of the German
American Bancorp 1999 Employee Stock Purchase Plan, has duly caused this annual
report to be signed on its behalf by the undersigned hereto duly authorized, on
November 14, 2000.
German American Bancorp1999
Employee Stock Purchase Plan
(Name of Plan)
By: /s/ Mark A. Schroeder
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Mark A. Schroeder, a member of the
Human Resources Committee
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