FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest event reported):
March 24, 2000
GERMAN AMERICAN BANCORP
(Exact name of registrant as specified in charter)
Indiana 0-11244 35-1547518
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
Incorporation) Number)
711 Main Street, Jasper, Indiana 47546
(Address of Principal Executive Offices)
(812) 482-1314
(Registrant's telephone number, including area code)
NA
(Former Name and Former Address, if changed since last report)
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Item 5. Other Events
The Registrant has announced that it has agreed in principle
to acquire Holland Bancorp, Inc., Holland, Indiana. The proposed transaction is
more completely described in the press release which is attached hereto as
Exhibit 99.
Exhibit No. Description
99 Press Release issued by the Registrant on March 24, 2000.
<PAGE>
EXHIBIT 99
HOLLAND BANCORP, INC., HOLLAND, INDIANA, TO MERGE WITH GERMAN AMERICAN BANCORP
JASPER, INDIANA, March 24, 2000 German American Bancorp (NASDAQ:GABC) and
Holland Bancorp, Inc., jointly announced today that an agreement in principle
has been reached for the merger of Holland with and into German American, and
the simultaneous merger of Holland's sole bank subsidiary, The Holland National
Bank, into German American's lead bank subsidiary, The German American Bank. The
Holland National Bank operates four banking offices in Dubois County, Indiana.
Under the terms of the proposed merger, the shareholders of Holland would
receive 3.5 shares of German American common stock for each of their Holland
shares, or an aggregate of approximately 947,777 shares of common stock of
German American.
At December 31, 1999, Holland had total assets of and total shareholders' equity
of $64 million and $ 6 million, respectively. Holland reported net income of
$532 thousand for the year ended December 31, 1999.
The proposed merger is subject to the completion of due diligence and execution
of a definitive agreement, approval by shareholders of Holland, Holland's
receipt of a fairness opinion, approval of the appropriate bank regulatory
agencies and other conditions. It is contemplated that the mergers will be
consummated during the third quarter of 2000, and that they will be accounted
for under the pooling of interests method of accounting.
In commenting on the proposed merger, GABC President and CEO, Mark A. Schroeder,
stated, "This combination allows both organizations to significantly leverage
our operating efficiencies with a prudent `in-market' partnership that we expect
to positively enhance the longer-term franchise value for all stakeholders." He
continued, "Our discussions with the Holland Directors have affirmed our similar
community and shareholder philosophies . . . broad, local ownership singularly
espousing local decision making, relationship banking and community-focused
`citizenship'. We are extremely excited about the opportunity this business
combination affords us to offer enhanced banking and financial services
competition within our market area."
Following the completion of the proposed transaction, German American Bancorp
will have total assets of approximately $1.1 billion and will operate five bank
subsidiaries with a total of 29 banking offices, and two insurance agency
subsidiaries with a total of six agency offices, within eight contiguous
counties in Southwest Indiana. German American's lines of business include
comprehensive retail, commercial and private banking capabilities, including
mortgage banking, commercial leasing, title insurance, and a full range of
personal and corporate property and casualty insurance products. Its stock is
traded on NASDAQ's National Market System under the symbol GABC. More
information can be found at www.germanamericanbancorp.com.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GERMAN AMERICAN BANCORP
Date: March 24, 2000 By/s/Mark A. Schroeder
-------------------- --------------------------------------
Mark A. Schroeder
President and CEO
Date: March 24, 2000 By/s/Richard E. Trent
-------------------- --------------------------------------
Richard E. Trent
Senior Vice President
Chief Financial Officer and Principal
Accounting Officer
