SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 22, 1999
ANB Corporation
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(Exact name of Registrant as specified in its charter)
Indiana 0-18925 35-1612066
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
120 West Charles Street, Muncie, Indiana 47305
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(Address of Principal Executive Offices) Zip Code
(765) 747-7575
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(Registrant's telephone number, including area code)
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Item 2. Acquisition of Assets
Effective April 22, 1999, ANB Corporation (the "Registrant") acquired
Farmers State Bancorp ("Farmers"), an Ohio corporation, pursuant to an Agreement
and Plan of Merger (the "Merger Agreement") dated October 21, 1998 by and
between the Registrant and Farmers. The Merger Agreement provided, among other
things, for (a) the merger of Farmers with and into the Registrant (the
"Merger") with the Registrant being the surviving corporation, and (b) the
conversion of each of the outstanding shares of common stock of Farmers at the
effective time of the Merger into the right to receive 5.4 shares of common
stock of the Registrant for each share of common stock of Farmers. The
Registrant will issue up to 841,364 shares of common stock as consideration
pursuant to the Merger Agreement and pay cash in lieu of issuing fractional
shares to the shareholders of Farmers. The consideration was determined through
was determined through the negotiations of the Registrant and Farmers.
Farmers is a registered bank holding company which owns all of the
issued and outstanding common stock of Farmers State Bank of Union City, Ohio
(the "Bank"), and its business consists primarily of the ownership, supervision
and control of the Bank. Its corporate headquarters are located in Union City,
Ohio. Following the Merger, the Registrant intends to continue the use of
Farmers' offices and equipment predominantly in the business of banking.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2 Agreement and Plan of Merger dated October 21, 1998 by and
between the Registrant Farmers (Incorporated by reference to
Exhibit 2 of the Registrant's Form S-4, File No. 0-18925,
dated January 26, 1999).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
ANB CORPORATION
(Registrant)
Date: May 7, 1999 By: /s/ James R. Schrecongost
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James R. Schrecongost, Vice Chairman,
President and Chief Executive Officer
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