UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
GERMAN AMERICAN BANCORP
(Exact name of registrant as specified in its charter)
Indiana 35-1547518
(State or other (IRS Employer
jurisdiction of Identification Number)
incorporation)
711 Main Street 47546
Box 810 (Zip Code)
Jasper, Indiana
(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ X ]
Securities Act registration statement file number to which this Form relates:
N/A
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
The Board of Directors has adopted a shareholder rights plan (the
"Plan"). The purpose of the Plan is to deter certain coercive tactics that have
been used to acquire control of public corporations and to enable the Board of
Directors to represent effectively the shareholders' interests in the event of a
takeover attempt. The Plan will not deter negotiated mergers or business
combinations that the Board of Directors determines to be in the shareholders'
best interests and in the best interests of German American Bancorp (the
"Company"). The Plan is designed to force an acquiror to deal with the Board of
Directors. If the acquiror's proposal is not approved by the Board, the issuance
of the Rights provided for in the Plan would dramatically alter the capital
structure of the Company thereby making the acquiror's proposal unattractive to
it. The involvement of the Board of Directors could improve the price and terms
of any acquisition proposal. The adoption of the Plan is not in response to any
specific acquisition proposal and the Company is not aware of plans or proposals
for the acquisition of control of the Company. The Plan does not in any way
alter the financial strength of the Company or interfere with its business
plans. The adoption of the Plan is not dilutive, does not affect reported
earnings per share, and is not taxable to the shareholders or the Company.
To implement the Plan the Board of Directors declared a dividend of one
preferred share purchase right (a "Right") for each outstanding common share of
the Company (the "Common Shares"). The dividend is payable to shareholders of
record on May 10, 2000 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a Preferred Share (the
"Preferred Share Units") at a price of $75.00 per Preferred Share Unit (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and UMB Bank, N.A., as Rights Agent (the "Rights Agent").
Rights Attach to Common Shares Initially
Initially and until a Distribution Date (as defined below) occurs, the
Rights are attached to all Common Shares and no separate Rights certificates
will be issued. During this initial period, the Rights are not exercisable; the
Rights are transferred with the Common Shares and are not transferable
separately from the Common Shares; new Common Shares certificates or book entry
shares issued will contain a notation incorporating the Rights Agreement by
reference; and the transfer of any Common Shares will also constitute the
transfer of the Rights associated with those Common Shares.
Distribution of Rights
Separate certificates evidencing the Rights will be mailed to holders
of record of the Common Shares on the "Distribution Date." The Distribution Date
is the earlier to occur of the following two events (or such later date as may
be determined by the Board of Directors):
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o 10 business days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person")
have acquired beneficial ownership of 15% or more of the
outstanding Common Shares; or
o 10 business days (or such later date as may be determined by
action of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) after the commencement of, or
announcement of an intention to make, a tender offer or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of 30% or more of such outstanding
Common Shares.
Acquisitions by the following persons will not result in the person
becoming an Acquiring Person: the Company, any subsidiary or employee benefit
plan of the Company, or any other person approved in advance by the Board of
Directors.
After the Distribution Date, the Rights will be tradeable separately
from the Common Shares. After the Distribution Date and after the Company's
right to redeem (as described below) has expired, the Rights will be exercisable
in two different ways depending on the circumstances as set forth below.
Right to Purchase Company Shares
After the Distribution Date and after the Company's redemption right
has expired, each holder of a Right (except those held by the Acquiring Person
and its affiliates and associates) will have the right to purchase, upon
exercise, that number of Common Shares (or, in certain circumstances, Preferred
Share Units or other similar securities of the Company) having a market value of
two times the exercise price of the Right, in lieu of such Common Shares,
subject to the availability of a sufficient number of authorized but unissued
Common Shares (such right being called the "Subscription Right"). The
Subscription Right will be exercisable for a 60-day period after the effective
date of a registration statement under the Securities Act of 1933, as amended,
covering the Common Shares.
Right to Purchase Acquiring Person Shares
Alternatively, if the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, each holder of a Right will thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the exercise
price of the Right (such right being called the "Merger Right"). Each holder of
a Right (other than an Acquiring Person) will continue to have the Merger Right
whether or not such holder exercises the Subscription Right.
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Exchange of Company Shares for Rights
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Common Shares or the announcement of a tender or exchange offer resulting in the
beneficial ownership by a Person or group of 30% or more of the outstanding
Common Shares and prior to the acquisition by such Person or group of more than
50% outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares or Preferred Share Units will
be issued and in lieu thereof, an adjustment in cash will be made based on the
market price of the Common Shares or Preferred Share Units on the last trading
day prior to the date of exercise.
Adjustment of Shares
The Purchase Price payable, and the number of Preferred Share Units or
other securities issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the Preferred Shares, (ii)
upon the grant to holders of the Preferred Shares of certain rights or warrants
to subscribe for or purchase Preferred Shares at a price, or securities
convertible into Preferred Shares with a conversion price, less than the then
current market price of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or retained
earnings or dividends payable on Preferred Shares) or of subscription rights or
warrants (other than those referred to above).
The Purchase Price payable, and the number of Preferred Share Units or
other securities issuable, upon exercise of the Rights are also subject to
adjustment in the event of a stock split of the Common Shares, or a stock
dividend on the Common Shares payable in Common Shares, or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Redemption
At any time prior to the close of business on the tenth business day
following the acquisition by a person or group of affiliated or associated
persons of beneficial ownership of 15% or more of the outstanding Common Shares
or the announcement of a tender or exchange offer resulting in the beneficial
ownership by a Person or group of 30% or more of the outstanding Common Shares
and subject to extension of the redemption period by the Board of Directors, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.0001 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Additionally the Company may, following the time that a person has become an
Acquiring Person, redeem the then outstanding Rights in whole, but not in part,
at the Redemption Price provided that such redemption is (i) in connection with
a merger or other business combination transaction or series of transactions
involving the Company in which all holders of Common Shares are treated alike
but not involving an Acquiring Person or any person who was an Acquiring Person
or (ii) following an event giving rise to, and the expiration of the exercise
period for, the Subscription Right if and for as long as no person beneficially
owns securities representing 15% or more of the Company's outstanding Common
Shares. Immediately upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
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Expiration of Rights
The Rights will expire on April 26, 2010 unless the expiration date is
extended by amendment as described below or unless the Rights are redeemed or
exchanged by the Company as described above.
Amendments
As long as the Rights are redeemable, the terms of the Rights may be
amended by the Board of Directors of the Company without the consent of the
holders of the Rights, except that no such amendment may adversely affect the
interests of the holders of the Rights.
Miscellaneous
The number of outstanding Rights and the number of Preferred Share
Units issuable upon exercise of each Right are subject to adjustment under
certain circumstances.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of a Preferred Share Unit that may be purchased
upon exercise of each Right should approximate the value of one Common Share.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
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Item 2. Exhibits
Exhibit No. Description
3.01 Restatement of the Articles of Incorporation
of German American Bancorp (Incorporated by
reference to Exhibit 3.01 to German American
Bancorp's Current Report on Form 8-K filed
May 5, 2000)
4.01 Rights Agreement dated as of April 27, 2000
between German American Bancorp and UMB
Bank, N.A., as Rights Agent (Incorporated by
reference to Exhibit 4.01 to German American
Bancorp's Current Report on Form 8-K filed
May 5, 2000).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned hereunto duly authorized.
GERMAN AMERICAN BANCORP
By: /s/ Mark A. Schroeder
Dated: May 10, 2000
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