SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 2, 1997
INDIANA UNITED BANCORP
(Exact name of registrant as specified in its charter)
INDIANA
(State or other jurisdiction of incorporation or organization)
0-12422 35-1562245
(Commission file number) (IRS Employer Identification No.)
201 NORTH BROADWAY GREENSBURG, INDIANA 47240
(Address of principal executive offices) (Zip Code)
(812) 663-0157
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS
On June 2, 1997 Indiana United Bancorp ("IUB") and P.T.C. Bancorp
(PTC") jointly announced they have reached an agreement in principle which
is expected to lead to a merger of the two Indiana community banking
companies. IUB is headquartered in Greensburg, Indiana and PTC is
headquartered in Brookville, Indiana. The proposed transaction is viewed
as a merger of equals, with the combined entity retaining the name of
Indiana United Bancorp.
PTC shareholders will receive 1.075 shares of IUB common stock for
each common share of PTC. The exchange will result in approximately
1,137,000 shares of IUB common stock issued. Upon completion of the
transaction, IUB will have approximately 2,388,000 common shares
outstanding.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
28. Joint News Release of P.T.C. Bancorp and Indiana United Bancorp
issued June 2, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INDIANA UNITED BANCORP
Date: June 6, 1997
By: /s/ Robert E. Hoptry
Robert E. Hoptry
President and Chief
Executive Officer
<PAGE>
Index of Exhibits
Page
Exhibit Number Description Number
28 Joint News Release of P.T.C. Bancorp and
Indiana United Bancorp issued June 2, 1997. 4-5
NEWS RELEASE
FOR IMMEDIATE RELEASE: June 2, 1997, 3:00 P.M. EST
CONTACTS: Robert E. Hoptry James L. Saner, Sr.
Indiana United Bancorp P.T.C. Bancorp
812/663-0157 765/647-3591
Indiana United Bancorp - NASDAQ Trading Symbol, IUBC -
and P.T.C. Bancorp Announce Plans to Merge
Robert E. Hoptry, Chairman, President and Chief Executive
Officer of Indiana United Bancorp ("IUBC") and James L.
Saner, Sr., President and Chief Executive Officer of P.T.C.
Bancorp ("PTC") today jointly announced they have reached an
agreement in principle which is expected to lead to a merger
of the two Indiana community banking companies.
The agreement in principle provides that PTC shareholders
will receive 1.075 shares of IUBC stock in exchange for each
share of PTC. The parties view the proposed transaction as
a merger of equals, with the combined entity retaining the
name of Indiana United Bancorp and holding assets totaling
almost $650 million.
Hoptry will continue as Chairman and Chief Executive Officer
and Saner will be President and Chief Operating Officer.
The consolidated board of directors will be comprised of an
equal number of directors from each organization.
Hoptry stated, "The proximity of markets, the compatibility
of business philosophy and our mutual commitment to customer
service provide a foundation for this merger. PTC's strong
earnings and experienced management will add value to our
organization and we expect the merger will be accretive soon
after the transaction is completed."
Saner added, "Indiana United is a strongly capitalized, well
managed company with a history of high asset quality. We
believe this merger offers our shareholders exceptional
value and improved liquidity, while allowing us to continue
our commitment to community banking."
<PAGE>
PTC is a one bank holding company headquartered in
Brookville, Indiana. Through its subsidiary, Peoples Trust
Company, it operates 17 banking offices throughout southern
and eastern Indiana and has assets totaling nearly $300
million.
IUBC is headquartered in Greensburg, Indiana and operates
two subsidiaries, Union Bank and Trust Company of Indiana
and Regional Federal Savings Bank. With assets totaling
$340 million, Indiana United also serves communities in
southern and eastern Indiana.
Upon completion of the merger, IUBC will operate 28 offices
in 12 counties throughout the southern and eastern regions
of Indiana. All subsidiaries will retain their current
charters and local boards of directors, and each will
operate with high levels of local decision making authority,
assuring prompt, responsive service to their local
communities.
The transaction is subject to the execution of a definitive
merger agreement, various regulatory approvals and the
approval of the shareholders of both organizations. It is
expected to be a tax-free reorganization that will be
accounted for as a "pooling of interests". Management
anticipates the transaction will be completed by the end of
1997.
