================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
GERMAN AMERICAN BANCORP
(Exact name of registrant as specified in its charter)
Indiana 35-1547518
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
711 Main Street
Jasper, Indiana 47546-3042
(812) 482-0703
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
------------------
Mark A. Schroeder
President and Chief Executive Officer
German American Bancorp
711 Main Street
Jasper, Indiana 47546-3042
(812) 482-0703
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
Mark B. Barnes
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282-0002
------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed Maximum
Title of Shares to Amount to be Proposed maximum Aggregate Offering Amount of
be Registered registered offering price per unit (1) Price (1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, No Par Value, 500,000 shares $15.00 $7,500,000.00 $1980.00
$1.00 Stated Value
============================================================================================================================
<FN>
1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457, based on the
average of the highest closing bid and the lowest closing ask for German American Bancorp's common shares as quoted on the
NASDAQ National Market System on April 20, 2000.
============================================================================================================================
</FN>
</TABLE>
<PAGE>
PROSPECTUS PAGE
Information about German American Bancorp......................................2
A Few Words About our Dividend Reinvestment
and Direct Share Purchase Plan................................................2
A Summary of Important Features of Our Plan....................................3
A Summary of Plan Benefits.....................................................4
Here's How the Plan Works......................................................4
Tax Consequences...............................................................8
Changes to the Plan............................................................9
Change in Eligibility..........................................................9
Responsibilities of German American and the
Plan Administrator............................................................9
Additional Information........................................................10
Forward Looking Statements....................................................10
Use of Proceeds...............................................................11
Legal Opinion.................................................................11
Experts.......................................................................11
Indemnification of Directors and Officers.....................................11
<PAGE>
PROSPECTUS
GERMAN AMERICAN
BANCORP
DIVIDEND REINVESTMENT
AND DIRECT SHARE
PURCHASE PLAN
April 26, 2000
----------------------------------------
You may purchase common shares with no
fees or commissions
----------------------------------------
You do not have to be a current shareholder
to participate
----------------------------------------
You may start with a minimum investment
of $100 and invest up to $100,000 per year
----------------------------------------
You may add to your investment with automatic
monthly payments of $100 or more
----------------------------------------
Your investment will continue to grow by
automatic reinvestment of dividends
----------------------------------------
Neither the Securities Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
NOT FDIC - INSURED MAY LOSE VALUE
NO BANK GUARANTEE
<PAGE>
Information about German American Bancorp
German American Bancorp is a multi-bank holding company based in
Jasper, Indiana. Our stock is traded on NASDAQ's National Market System under
the symbol GABC. As of the date of this prospectus, we operate five affiliate
community banks with 25 banking offices and 5 full-service insurance offices in
the eight contiguous Southwestern Indiana counties of Daviess, Dubois, Gibson,
Knox, Martin, Perry, Pike and Spencer. Our banks offer a wide range of personal
and corporate financial services including making commercial and consumer loans;
marketing, originating and servicing mortgage loans; providing trust, investment
advisory and brokerage services; accepting deposits, and providing safe deposit
facilities. Our insurance activities include offering a full range of title,
property, casualty, life and credit insurance products.
German American Bancorp is a publicly-traded company, so a great deal
of information is available about us. Here are some of the documents available
to help you learn about us:
|_| Annual Report to Shareholders
|_| Proxy Statement
|_| Reports on Forms 10-Q and 10-K
You may obtain copies of these reports and other documents incorporated
by reference in this prospectus at no charge by written or oral request to:
Shareholder Relations Officer
German American Bancorp
P. O. Box 810
Jasper, Indiana 47547-0810
Telephone: (812) 482-1314
A Few Words About our Dividend Reinvestment and Direct Share Purchase Plan
We designed our Plan to offer investors a way to systematically and
affordably build their ownership interest in German American Bancorp. The Plan
promotes long-term ownership in German American by offering:
o A simple cost-effective way for you to purchase our shares
o A way to increase your holdings by reinvesting cash dividends in our
shares
o The opportunity for you to purchase additional shares by making
optional cash payments
You need not be a German American shareholder to participate in the
Plan. You may purchase your first German American shares through the Plan by
making an initial investment of $100.
Before you decide to participate in the Plan, please read this
prospectus carefully. If you decide to participate, please keep this prospectus
with your permanent investment records, since it contains important information
about the Plan.
2
<PAGE>
If you have questions about the Plan, please contact the Plan
Administrator:
UMB Bank, n.a.
Securities Transfer Division
928 Grand Avenue
Kansas City, Missouri 64141
(800) 884-4225
FAX: (816) 860-3963
E-mail: [email protected]
Shares purchased or held under the Plan are subject to market fluctuation, may
lose value, and are not insured or guaranteed against loss by us, by the FDIC,
by any bank, or by any other party. There is no assurance we will continue to
pay dividends on our shares at rates greater than or comparable to dividends we
have paid in the past.
A Summary of Important Features of Our Plan
New shareholders may participate in the Plan by completing an
Enrollment Form and making an initial investment of at least $100. Your initial
investment may be made by sending your Enrollment Form and a check or money
order (made payable to "German American Bancorp Dividend Reinvestment and Direct
Share Purchase Plan") to the Plan Administrator.
If you are already a German American shareholder, you may participate
in the Plan by completing an Enrollment Form and sending it to the Plan
Administrator. If you wish, you may also deliver your share certificates to the
Plan Administrator for safekeeping.
Additional investments may be made at any time with as little as $100.
You may also purchase shares through an automatic monthly transfer of $100 or
more from your bank account.
You may reinvest 100% of your dividends in shares or reinvest a
percentage of your dividends in shares and receive the remaining dividends in
cash.
You will receive periodic statements showing the status of your
account.
The Plan Administrator will purchase shares for your account in the
open market at least once each month. You will not pay fees or brokerage
commissions for these open-market purchases. If the Plan Administrator for any
reason does not purchase shares for your account in the open market, we may sell
shares to the Plan Administrator for your account and you will not pay any fees
or brokerage commissions.
The maximum amount you may invest through the Plan (excluding the
amount of dividends reinvested under the Plan) is $100,000 per year.
You may sell some or all of your shares through the Plan Administrator
for a nominal service charge of $5.00. Sales will be made once each month. If
you prefer to have complete control over the timing and price at which you sell,
you may withdraw your shares at no cost to you and sell them through your
broker.
You may make gifts of your shares or transfer your shares to others.
You may also open an account in the Plan for another person as a gift.
3
<PAGE>
A Summary of Plan Benefits
Enrolling in the Plan is easy. The Enrollment Form is designed to guide
you through each step and to help you set up your account in a way that is best
for you. You do not need a broker to enroll in the Plan.
If you wish to make cash purchases under the Plan, you may start with
an investment of only $100.
The automatic monthly investment feature can help you add to your
investment over time in a systematic fashion.
If you are an existing shareholder, you may deliver your share
certificates to the Plan Administrator for safekeeping.
Your investment will continue to build through the automatic
reinvestment of your dividends, until you tell us to stop. Then your dividends
can either be mailed to you or deposited directly in your bank account.
Keeping track of your account and entering into new transactions is
easy. You will receive a periodic statement of your account that includes a form
that will help you make additional investments, sales or withdrawals - all of
which may be handled by mail.
Because there are no fees or brokerage commissions, the entire amount
of your investment goes directly into our shares.
The Plan offers flexibility when you decide to sell your shares.
Here's How The Plan Works
Who May Participate in the Plan
Any U.S. citizen is eligible to enroll in the Plan. You need not be a
German American shareholder
to enroll.
If you live outside the United States, you should determine if there
are any governmental regulations that would prohibit you from participating in
the Plan. We reserve the right to reject or terminate any participate if we
believe it advisable under U.S. or foreign laws or regulations.
Who Administers the Plan
The Administrator of the Plan is UMB Bank, n.a. The Plan Administrator
will hold the shares in the Plan, keep the records of the Plan, prepare and mail
account statements to participants and perform other administrative duties. You
may contact the Plan Administrator at the street address, e-mail address, phone
or fax number listed on page 3.
Who Pays the Cost of the Plan
German American will pay all administrative costs and brokerage
commissions associated with the Plan, except that participants will pay a $5.00
service charge on sales of shares by the Plan Administrator.
4
<PAGE>
How to Enroll
You may participate in the Plan at any time by completing the
Enrollment Form included with this prospectus and returning it to the Plan
Administrator.
If you are not a German American shareholder, you may enroll in the
Plan by sending the Enrollment Form to the Plan Administrator and making an
initial minimum investment of $100. Your initial investment will be used to
purchase shares of German American that will be held in your account. You will
not receive any interest on your funds held for the purchase of shares.
If you are already a German American shareholder, you may enroll in the
Plan by sending the Enrollment Form to the Plan Administrator.
If your shares are held in a brokerage account (or "street name"), you
should inquire of your broker, bank or trustee regarding whether it will enroll
in the Plan on your behalf.
Once enrolled in the Plan, you have the following choices:
Full Dividend Reinvestment - The Plan Administrator will invest 100% of
your dividends in additional shares.
Partial Dividend Reinvestment - The Plan Administrator will invest a
percentage of your dividends in additional shares and send the balance of the
dividend to you in cash. You may designate the percentage of your dividends you
wish to invest in additional shares.
Optional Cash Payments - You may purchase shares for cash whether or
not you decide to reinvest your dividends. Optional cash investments must be at
least $100 per month and may not exceed $100,000 per year. Any optional cash
payments in excess of that amount will be returned to you. Optional cash
investments may be made in one of the following ways.
o Check or money order
o Automatic withdrawal from your bank account
You may change your reinvestment option at any time by writing the Plan
Administrator.
If you elect to reinvest all or a portion of your dividends, dividends
on new shares purchased will be reinvested in the same percentage.
If you elect to make optional cash payments, you may vary your cash
payments at any time. You are under no obligation to make cash payments on a
regular basis.
Your participation will begin after the Plan Administrator receives
your signed Enrollment Form. Your Enrollment Form must be received by the Plan
Administrator by a dividend record date to reinvest those dividends. If you are
a shareholder and you send your Enrollment Form after a dividend record date,
you will receive that dividend in cash and your reinvestment of dividends will
begin on the next dividend payment date.
5
<PAGE>
Safekeeping of Shares
If you are a German American shareholder, the Plan offers you the
convenience of depositing your share certificates with the Plan Administrator
for safekeeping. To use this service, simply send your certificates to the Plan
Administrator, together with a letter requesting that your certificates be held
for you. Do not sign your certificates. Because your certificates are valuable
and expensive to replace if lost or stolen, we recommend you use insured
registered mail to send your certificates to the Plan Administrator.
How Shares are Purchased and Priced
Dividends will be reinvested on each dividend payment date. Dividends
are usually paid quarterly to shareholders of record on a date set prior to the
dividend payment date.
Cash purchases of additional shares will be made on the 15th of each
month (or the next business day), provided your funds are received by the Plan
Administrator at least three business days prior to that date. No interest will
be paid on funds held for investment in additional shares.
For automatic monthly purchases, the amount will be withdrawn from your
bank account on the 12th of each month (or the next business day) and invested
in shares on the 15th of the month (or the next business day).
The price charged to you for any shares purchased by the Plan
Administrator in open market transactions will be the market price paid by the
Plan Administrator.
The Plan Administrator will purchase shares on the open market if
available. If the Plan Administrator for reasons of unavailability or otherwise
does not purchase shares on the open market, we may sell shares (either
authorized and unissued shares or treasury shares) to the Plan.
The price charged to you for shares purchased directly from German
American will be the average of the highest closing bid and the lowest closing
ask for German American's common shares as quoted on the NASDAQ National Market
System on the last trading day prior to the date of purchase.
Your investment will be used to purchase as many full shares as
possible. Any amount remaining will be used to purchase a fraction of a share
(rounded to four decimal places).
The Plan Administrator is not able to accept instructions to buy shares
at a designated time or a designated price. You will not be able to time your
purchase and will bear the market risk of any fluctuations in our share price.
Shares held in your account may not be pledged as collateral for a
loan. If you wish to use your shares as collateral, you must seek a stock
certificate for your shares from the Plan Administrator.
How to Sell Shares You Acquire Through the Plan
You may sell some or all of the shares in your account by providing
written instructions to the Plan Administrator. Each account statement you
receive will have a form for this purpose. You may also sell your shares at any
time by writing the Plan Administrator.
6
<PAGE>
The Plan Administrator will sell shares monthly. The sales price for
your shares will be the market price on the date of sale. The Plan Administrator
will deduct a $5.00 service charge from the sale proceeds.
Please note that the Plan Administrator is not able to accept
instructions to sell on a specific day or at a specific price.
If you prefer, you may withdraw shares from the Plan (at no cost to
you) and sell them through your broker.
If you sell a portion of your Plan shares, the Plan Administrator will
continue to reinvest the dividends on the rest of your Plan shares up to the
amount you originally authorized.
If your total holdings in the Plan fall below one share, the Plan
Administrator will liquidate the fractional share, remit the proceeds to you and
close your account.
How to Receive a Share Certificate
Shares purchased for you under the Plan will be issued in book entry
form and share certificates will not be issued to you. You may request a
certificate by writing the Plan Administrator. There is no charge for this
service. Certificates for fractional shares will not be issued. Instead, you
will receive cash payment for any fractional shares. If you have delivered your
certificates to the Plan Administrator for safekeeping, you may have them
returned to you at any time by written request.
How to Transfer or Gift Your Shares
To transfer or gift some or all of your shares to a third party, write
the Plan Administrator to request transfer instructions. Once your completed
transfer instructions are received by the Plan Administrator, your request will
be fulfilled within two business days. There is no charge for this service.
Transferred shares will be enrolled in full dividend reinvestment unless you or
the transferee requests otherwise. If a request to transfer shares is made
between a dividend record date and the dividend payment date, the transfer may
be delayed until after the dividend payment date and that dividend will be fully
or partially reinvested for your account in accordance with your previous
instructions.
Tracking Your Investment
You will receive a periodic statement showing all transactions in your
account.
You should retain these statements for tax purposes.
You should notify the Plan Administrator in writing promptly of any
change of address since statements and reports will be mailed to your address of
record.
How to Stop Participating in the Plan
If you wish to stop reinvesting your dividends, simply write the Plan
Administrator. The Plan Administrator must receive your request at least five
business days before the dividend record date.
7
<PAGE>
If you wish to stop automatic monthly investments, write the Plan
Administrator. The Plan Administrator must receive your request at least five
business days before the withdrawal date for automatic monthly purchase.
If your request to stop participating is received after these dates, it
will be processed after the investment or withdrawal has occurred.
If you stop participating in the Plan, you will have the following
options:
Certificates - You may request a certificate for all full shares in
your account. Any factional shares will be converted to cash at the current
market price and you will receive a check for the sale proceeds less a $5.00
service charge.
Certificates and Cash - You may request a certificate for any portion
of your full shares and receive a check for the proceeds of sale of the
remaining full and fractional shares, less a $5.00 service charge.
Cash - You may request conversion to cash of all your full and
fractional shares and receive a check for the proceeds of sale, less a $5.00
service charge.
Arrangements for Shareholders Meetings
For any shareholders meeting, you will receive a proxy that covers all
the shares you hold in the Plan plus a proxy statement and annual report. The
proxy allows you to indicate how you want your shares to be voted. Your shares
will be voted only as you indicate.
Share Splits, Rights Offerings and Other Distributions
If German American declares a share split or a dividend payable in
shares, we will credit your account with the appropriate number of shares on the
payment date.
Tax Consequences
The following is a general summary of the U.S. federal income tax
consequences for individuals participating in the Plan. This summary is not
intended to provide a comprehensive discussion of all tax consequences arising
from participation in the Plan. We urge you to consult with your own tax advisor
about the tax impact of your participation in the Plan and any transactions made
for your account.
All dividends paid to you, whether or not they are reinvested, are
considered taxable income to you in the year they are received. Brokerage
commissions (if any) that German American pays when you buy shares through the
Plan must also be reported as taxable income to you. The brokerage commissions
then become part of your "cost basis," which you will use in determining your
taxable gain or loss at the time you sell your shares. The total amount of
dividends and brokerage commissions will be reported to you and the Internal
Revenue Service shortly after the close of each year.
As required by law, all shares that are sold through the Plan
Administrator will be reported to the Internal Revenue Service. Any gain or
loss, whether you sell through the Plan Administrator or through your broker,
should be reported when you file your income tax return.
8
<PAGE>
Be sure to keep your account statements for income tax purposes.
Plan participants who are non-resident aliens or non-U.S. corporations,
partnerships or other entities generally are subject to a withholding tax on
dividends paid on shares in the Plan. The Plan Administrator is required to
withhold from dividends paid the appropriate amount determined under U.S.
Treasury regulations. Any applicable withholding tax may be determined by Tax
Treaty between the U.S. and the country in which the foreign participant
resides. Dividends for foreign participants will be reinvested after deduction
of the appropriate withholding tax.
Changes to the Plan
We may add to, modify or discontinue the Plan at any time. We will send
you written notice of any significant changes. If we discontinue the Plan, we
will return to you any uninvested automatic deductions from your bank account,
issue free of charge a certificate for full shares credited to your account and
pay you in cash for any fractional shares credited to your account.
Change in Eligibility
We reserve the right to deny, suspend or terminate participation in the
Plan by any shareholder who we believe is using the Plan in a manner
inconsistent with its intended purposes.
Responsibilities of German American and the Plan Administrator
Neither German American nor the Plan Administrator will be liable for
any act or failure to act as long as they have made a good faith effort to carry
out the terms of the Plan as described in this prospectus. Specifically, neither
German American nor the Plan Administrator will be liable for:
o Any failure to terminate your account upon your death before
receiving written notice of your death
o The prices at which shares are purchased or sold
o Any fluctuations in the market price for German American's shares
Participants should recognize that neither German American nor the Plan
Administrator can promise a profit or protect against loss on shares purchased
under the Plan.
Additional Information
As a public company, we must comply with the Securities Exchange Act of
1934 (Exchange Act). This requires that we file annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission (SEC). You may read and copy any reports, proxy statements or other
information we file at the SEC's Public Reference Rooms, including its Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on its Public Reference Rooms.
You may also access our SEC filings at the SEC's Internet website
(http://www.sec.gov).
9
<PAGE>
This prospectus is part of a registration statement on Form S-3 that we
filed with the SEC to register the shares offered under the Plan. It does not
repeat important information that you can find in our registration statement,
reports and other documents that we file with the SEC. The SEC allows us to
"incorporate by reference," which means we can disclose important information to
you by referring you to other documents which are legally considered to be a
part of this prospectus. The documents incorporated by reference are:
o German American's Annual Report on Form 10-K for the period ended
December 31, 1999.
o The description of our shares included in the section captioned
"Description of German American Capital Stock" in the
Prospectus/Proxy that was filed as part of German American's
Pre-Effective Amendment No. 3 to the Registration Statement on
Form S-4 under the Securities Act of 1933, as amended, as filed
May 5, 1998 (File No. 333-46913).
o German American's Proxy Statement for its annual meeting of
shareholders to be held April 27, 2000 dated March 31, 2000.
o All documents filed by German American under Section 13(a), 14 or
15(d) of the Exchange Act after the date of this prospectus and
prior to the termination of the Plan.
The documents listed above may be obtained free of charge as described
on page 2 of this prospectus.
As you read these documents, you may find some differences in
information from one document to another. If you find differences between the
documents and this prospectus, you should rely on the statements made in the
most recent document.
You should rely only on the information contained in this document or
incorporated by reference. We have not authorized anyone to provide you with
information that is different.
Forward-Looking Statements
From time to time, we may make statements in documents that we file
with the SEC, or in press releases or other documents, or orally in discussions
with shareholders and others, that relate to our future results of operations or
financial condition or other matters. The federal securities laws refer to these
types of statements as "forward-looking statements." Our actual results or
financial condition or experience may differ materially from those expressed or
implied by any forward-looking statement that we may make. For a list of certain
factors that may cause our actual results or financial condition or experience
to differ from those expressed or implied in any forward-looking statement, see
the material under the caption "Forward- Looking Statements" that we include in
our current and future quarterly reports on Form 10-Q and our annual reports on
Form 10-K, and other documents that are incorporated by reference in this
document.
Use of Proceeds
German American will not receive any proceeds from the purchase of
shares in the open market. If we do, however, sell shares, then we intend to use
the proceeds we receive for general corporate purposes.
Legal Opinion
Ice Miller Donadio & Ryan, Indianapolis, Indiana, counsel to German
American, has passed upon the validity of the shares being offered under the
Plan.
Experts
We have incorporated by reference in this prospectus our consolidated
financial statements as of December 31, 1999 and 1998, and for the three years
ended December 31, 1999, which financial statements are included in our Annual
Report on Form 10-K for the period ended December 31, 1999. These financial
statements have been audited by Crowe, Chizek and Company LLP, and their report
on our financial statements is incorporated by reference in this prospectus in
reliance upon their authority as experts in auditing and accounting.
Indemnification of Directors and Officers
The SEC has taken the position that indemnifying directors, officers
and controlling persons of German American for liabilities under the Securities
Act is against public policy. In addition, in accordance with SEC requirements,
German American will not make any indemnification payment described above unless
a court of competent jurisdiction has determined that the indemnification is not
against public policy.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with this offering are as set
forth in the following table:
SEC registration fee............................... $ 1,980
Legal and accounting fees and expenses............. $ 20,000
Printing Expenses.................................. $ 10,000
Miscellaneous ..................................... $ 1,020
Total..................................... $ 33,000
=======
Item 15. Indemnification of Directors And Officers
Under the Indiana Business Corporation Law and Article IV of the
Corporation's Bylaws, the Corporation's officers, Directors, and employees are
entitled to indemnification against all liability and expense with respect to
any civil or criminal claim, action, suit or proceeding in which they are wholly
successful. If they are not wholly successful and even if they are adjudged
liable or guilty, they are entitled to indemnification if it is determined, with
respect to a civil action, by disinterested Directors, a special legal counsel,
or a majority vote of the shares of the Corporation's voting stock held by
disinterested shareholders, that they acted in good faith in what they
reasonably believed to be the best interests of the Corporation. With respect to
any criminal action, it must also be determined that they had no reasonable
cause to believe their conduct unlawful.
Under the Indiana Business Corporation Law, a Director of the
Corporation cannot be held liable for actions that do not constitute wilful
misconduct or recklessness. In addition, the Articles of Incorporation of the
Corporation provide that Directors of the Corporation shall be immune from
personal liability for any action taken as a Director, or any failure to take
any action, to the fullest extent permitted by the applicable provisions of the
Indiana Business Corporation Law from time to time in effect and by general
principles of corporate law. In addition, a Director of the Corporation against
whom a shareholders' derivative suit has been filed cannot be held liable if a
committee of disinterested Directors of the Corporation, after a good faith
investigation, determines either that the shareholder has no right or remedy or
that pursuit of that right or remedy will not serve the best interests of the
Corporation.
At present, there are no claims, actions, suits or proceedings pending
where indemnification would be required under the above, and the Corporation
does not know of any threatened claims, actions, suits or proceedings which may
result in a request for such indemnification.
In addition, officers and Directors of the Corporation are entitled to
indemnification under an insurance policy of the Corporation for expenditures
incurred by them in connection with certain acts in their capacities as such,
and providing reimbursement to the Corporation for expenditures in indemnifying
such Directors and officers for such acts. The maximum aggregate coverage for
the Corporation and insured individuals is $3,000,000 for claims made during
each policy year, with the policies subject to self-retention and deductible
provisions.
Item 16. Exhibits
The list of exhibits is incorporated herein by reference to the Index
to Exhibits on pages E-I of this registration statement.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
1
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jasper, State of Indiana, on March 31, 2000.
GERMAN AMERICAN BANCORP
By: /s/ Mark A. Schroeder
----------------------------------------------------
Mark A. Schroeder, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of German American Bancorp,
hereby severally and individually constitute and appoint Mark A. Schroeder and
George W. Astrike, and each of them, the true and lawful attorneys and agents of
each of us to execute in the name, place and stead of each of us (individually
and in any capacity stated below) any and all amendments to this registration
statement on Form S-3 and all instruments necessary or advisable in connection
therewith and to file the same with the Securities and Exchange Commission, said
attorneys and agents to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents to
any and all such amendment and instruments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: March 31, 2000 /s/ Mark A. Schroeder
--------------------------------------------------
Mark A. Schroeder, President and Director
(Chief Executive Officer)
Date: March 31, 2000 /s/ George W. Astrike
--------------------------------------------------
George W. Astrike, Director
Date: March 31, 2000 /s/ David G. Buehler
--------------------------------------------------
David G. Buehler, Director
Date: March 31, 2000 --------------------------------------------------
David B. Graham, Director
3
<PAGE>
Date: March 31, 2000 --------------------------------------------------
William R. Hoffman, Director
Date: March 31, 2000 --------------------------------------------------
Michael B. Lett, Director
Date: March 31, 2000 --------------------------------------------------
C. James McCormick, Director
Date: March 31, 2000 /s/ Gene C. Mehne
--------------------------------------------------
Gene C. Mehne, Director
Date: March 31, 2000 /s/ Robert L. Ruckriegel
--------------------------------------------------
Robert L. Ruckriegel, Director
Date: March 31, 2000 /s/ Larry J. Seger
--------------------------------------------------
Larry J. Seger, Director
Date: March 31, 2000 /s/ Joseph F. Steurer
--------------------------------------------------
Joseph F. Steurer, Director
Date: March 31, 2000 --------------------------------------------------
C.L. Thompson, Director
Date: March 31, 2000 --------------------------------------------------
Michael J. Voyles, Director
Date: March 31, 2000 /s/ Richard E. Trent
--------------------------------------------------
Richard E. Trent, Senior Vice President
(Chief Financial Officer and Principal
Accounting Officer)
4
<PAGE>
GERMAN AMERICAN BANCORP
REGISTRATION STATEMENT
ON
FORM S-3
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
5.1 Opinion of Ice Miller Donadio & Ryan as to the legality of
the shares being registered
23.1 Consent of Crowe Chizek and Company, LLP
23.2 Consent of Gaither, Rutherford & Co., LLP
23.3 Consent of KPMG Peat Marwick, LLP
23.4 Consent of Ice Miller Donadio & Ryan (included in Exhibit
5.1)
24 Power of Attorney (included on the signature page)
99 Plan Enrollment Form
E-1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement
of German American Bancorp on Form S-3 of our report, dated February 11, 2000,
on the consolidated financial statements of German American Bancorp as of
December 31, 1999 and 1998 and for each of the three years in the period ended
December 31, 1999, which report is incorporated by reference in the German
American Bancorp Annual Report on Form 10-K for the period ended December 31,
1999.
Crowe, Chizek and Company LLP
April 12, 2000
Indianapolis, Indiana
E-2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-3) pertaining to the German American Bancorp Dividend Reinvestment and
Direct Share Purchase Plan of our report, dated February 16, 1998, on the
consolidated financial statements of CSB Bancorp as of December 31, 1997 and for
the year then ended, appearing in German American Bancorp's Annual Report on
Form 10-K for the year ended December 31, 1999.
Gaither Rutherford & Co., LLP
April 12, 2000
Evansville, Indiana
E-3
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statements
of German American Bancorp on Form S-3 of our report dated July 23, 1998 (except
for note 17, which is as of August 11, 1999), relating to the consolidated
balance sheet of 1ST BANCORP and subsidiaries as of June 30, 1998, and the
related consolidated statements of earnings, shareholders' equity and cash flows
for each of the years in the two-year period ended June 30, 1998, which report
appears in the December 31, 1999, annual report on Form 10-K of German American
Bancorp.
KPMG LLP
April 10, 2000
Indianapolis, Indiana
E-4
April 26, 2000
Board of Directors
German American Bancorp
711 Main Street
Jasper, Indiana 47546-3042
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to German American Bancorp, an Indiana
multi-bank holding company (the "Company"), in connection with the registration
of 500,000 common shares (the "Shares"), covered by the above-referenced
Registration Statement (together with all amendments thereto, the "Registration
Statement"), under the Securities Act of 1933, as amended (the "1933 Act")
including the prospectus contained in the Registration Statement (as amended or
supplemented, the "Prospectus") in connection with the Company's Dividend
Reinvestment and Direct Share Purchase Plan (the "Plan"). Unless otherwise
defined herein, capitalized terms used shall have the meaning assigned to them
in the Registration Statement.
In connection therewith, we have investigated those questions of law we
have deemed necessary or appropriate for purposes of this opinion. We have also
examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other papers that we deemed necessary to examine for the purpose of this
opinion, including:
1. The Registration Statement, including the form of prospectus,
including therein, in the form in which it was filed with the
Securities and Exchange Commission (the "Commission") under the
1933 Act;
2. A copy of the Company's Articles of Incorporation, together with
all amendments thereto, certified by the Secretary of State of
the State of Indiana on April 14, 2000 to be a true and correct
copy thereof;
3. A copy of the Bylaws of the Company, as amended to date;
<PAGE>
4. Resolutions relating to the approval of the Plan and the
registration of the Shares and the filing of the Registration
Statement adopted by the Company's Board of Directors on or about
January 25, 2000 (the "Resolutions");
5. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter,
subject to the assumptions, limitations and qualifications stated
herein.
We have also relied, without investigation as to the accuracy thereof,
on other certificates of and oral and written communication from public
officials and officers of the Company.
For purposes of this opinion, we have assumed (i) the authenticity of
all documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or photostatic copies;
(ii) that the Resolutions have not and will not be amended, altered or
superseded before the filing of the Registration Statement; and (iii) that no
changes will occur in the applicable law or the pertinent facts before the
filing of the Registration Statement.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Shares are duly authorized and, when
issued and delivered in accordance with the resolutions of the Board of
Directors authorizing their issuance and the terms of the Plan as summarized in
the Prospectus, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus under
the heading "Legal Opinion."
Very truly yours,
Ice Miller Donadio & Ryan
GERMAN AMERICAN BANCORP
DIVIDEND REINVESTMENT AND
DIRECT SHARE PURCHASE PLAN
Enrollment Form
Please print all items except signatures. Questions? Call toll-free at
1-800-884-4225 from 8 a.m. to 4:30 p.m. Central Time, Monday through Friday.
Mail your completed enrollment form in the courtesy envelope provided. If stock
certificates are enclosed, please return by registered mail to:
GERMAN AMERICAN BANCORP Dividend Reinvestment and Direct Share Purchase
Plan c/o UMB Bank, n.a. Securities Transfer Division P. O. Box 410064 Kansas
City, MO 64141-0064
A. ENROLLING IN THE PROGRAM
Please complete the registration below exactly as shown (or as you wish it to be
shown) on your stock certificate(s). A separate form is needed for each
registration.
Name(s): ________________________________________________________________
________________________________________________________________
Change of Address
Address: ________________________________________________________________
City/State/Zip: _________________________________________________________
Social Security Number: _________________________________________________
Daytime Phone Number: ___________________________________________________
Please check the box or boxes below which apply and provide the requested
information.
|_| I wish to enroll in the Plan and have attached a check or cashier's check
for $_____ and have completed Section B below.
|_| I wish to enroll in the Plan and have completed Section B below.
|_| I would like to have my certificates held for safekeeping and deposited
into my account in unissued form. Enclosed please find ____ certificates
totaling _____ shares. (DO NOT ENDORSE THE CERTIFICATES.)
|_| I wish to enroll by transferring German American Bancorp shares held by my
broker (or other agent). Enclosed is a completed Broker Transfer Form.
B. DIVIDEND REINVESTMENT
You may choose to reinvest all or part of the dividends paid on German American
Bancorp stock registered in your name and held for you under the Program. Please
check one box and provide the requested information.
|_| FULL DIVIDEND REINVESTMENT - Please reinvest all dividends for this
account. In addition, I may make optional cash payments.
|_| PARTIAL DIVIDEND REINVESTMENT - Please reinvest on _____ shares which are
held by me. I understand that the dividends on the number of shares
specified as well as the dividends on full and fractional shares credited
to this account will be reinvested. Dividends on the remaining shares not
covered by the plan will be mailed to me. In addition, I may make optional
cash payments.
If enclosing a cash investment of at least $100, make the check or money order
payable to "UMB Bank, n.a." and indicate the amount here $_______________.
C. ADDITIONAL PROGRAM FEATURES
Listed below are many features of the Program. Be sure to refer to the
prospectus for complete information about all of the options. Please check any
boxes that apply and we will mail more information to you promptly.
|_| GIFTS. Please send me information. I am interested in making gifts of
German American Bancorp stock through the Program.
|_| ADDITIONAL ENROLLMENT FORMS FOR NEW ACCOUNTS. Please send me ____
Enrollment Form(s).
|_| BROKER TRANSFER. Please send me a Broker Transfer Form so I may include
German American Bancorp shares held by my broker (or other agent) in the
Program.
D. SIGNATURES
By signing this form, I request enrollment, certify that I have received and
read the prospectus describing the German American Bancorp Dividend Reinvestment
and Direct Share Purchase Plan and agree to abide by the terms and conditions of
the Plan. I hereby appoint UMB Bank, n.a. as my agent to apply dividends and any
investments I make to the purchase of shares under the Program. I understand
that I may revoke this authorization at any time by written notice to UMB Bank,
n.a. ALL JOINT OWNERS MUST SIGN.
(X)___________________________________ (X)____________________________________
Signature Date Signature Date
NOT FDIC - MAY LOSE VALUE
INSURED NO BANK GUARANTEE
