==============================================================================
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): September 29, 2000
FIRST INDIANA CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 0-14354 35-1692825
(State or jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
135 N. Pennsylvania Street, Suite 2800
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317) 269-1200
Not applicable
(Former name or former address, if changed since last report)
==============================================================================
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 29, 2000, The Somerset Group, Inc. "Somerset") merged with and
into First Indiana Corporation ("First Indiana"). In connection with the merger,
each shareholder of Somerset could elect to receive 1.21 shares of First Indiana
common stock or $24.70 in cash, or a combination of each, for each share of
Somerset stock owned as of the effective date of the merger. Somerset
shareholders who made no election will receive $24.70 in cash for each Somerset
share for which no election was made. Based on First Indiana's September 29,
2000 closing price and the number of Somerset shareholders who elected to
receive First Indiana common stock, the total value of the merger consideration
was approximately $72.7 million.
Prior to the merger, Somerset owned approximately 22% of the outstanding
First Indiana common stock, and First Indiana and Somerset were parties to a
multi-year operating agreement under which Somerset provided insurance and
non-FDIC-insured investment products and services to the customers of First
Indiana Bank and paid the bank a portion of the commissions received by Somerset
on such sales. In addition, (1) Robert H. McKinney was the Chairman of both
First Indiana and Somerset, and his daughter, Marni McKinney, was the Vice
Chairman and Chief Executive Officer of both First Indiana and Somerset; (2)
Robert H. McKinney, Marni McKinney and Michael L. Smith were directors of both
First Indiana and Somerset; and (3) Robert H. McKinney, Marni McKinney and
various trusts for the benefit of the McKinney family owned approximately 5.9%
of First Indiana's outstanding common stock (not including common stock owned by
Somerset) and approximately 42.4% of Somerset's outstanding common stock.
Pursuant to General Instruction F to Form 8-K, the press release issued
October 2, 2000 concerning the merger is incorporated herein by reference and is
attached hereto as Exhibit 20.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS
The audited financial statements of Somerset for the year ended
December 31, 1999 are incorporated by reference to Somerset's Form
10-K for the year ended December 31, 1999. The unaudited financial
statements for the six months ended June 30, 2000 are incorporated
by reference to Somerset's Form 10-Q for the quarter ended June 30,
2000.
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial statements at and for the year ended
December 31, 1999 and the six months ended June 30, 2000 are
incorporated by reference to First Indiana's registration statement
on Form S-4, file no. 333-39926, as amended.
(c) EXHIBITS
Exhibit No. Exhibit
----------- -------
2 Agreement and Plan of Reorganization dated
as of April 19, 2000, incorporated by
reference to First Indiana's registration
statement on Form S-4, file no. 333-39926,
as amended
20 Press Release dated October 2, 2000
<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 hereunto duly authorized.
FIRST INDIANA CORPORATION
Date: October 4, 2000 By: /s/ Owen B. Melton, Jr.
------------------------
Owen B. Melton, Jr.
President
<PAGE>
NEWS
------------------------------------------------------------------------------
[LOGO]
October 2, 2000
Beth Copeland - Media
(317) 269-1395
William J. Brunner - Shareholders & Analysts
(317) 269-1614
FOR IMMEDIATE RELEASE
First Indiana Corporation/The Somerset Group Merger Consummated
(Indianapolis) -- At the close of business on Friday, September 29, 2000,
the merger between First Indiana Corporation and The Somerset Group was
consummated. The merger was first announced April 19, 2000, and overwhelmingly
approved by shareholders of the two corporations September 26, 2000. No
reductions in the number of employees at either company are expected.
First Indiana Corporation (NASDAQ-FISB) is the holding company for First
Indiana Bank. First Indiana is the largest publicly held bank based in
Indianapolis, with 24 offices in Metropolitan Indianapolis, Franklin,
Mooresville, Pendleton, Rushville, and Westfield. In addition to its retail
banking operations, First Indiana has mortgage and consumer loan service offices
throughout Indiana and in Arizona, Florida, Illinois, North Carolina, Oregon,
and Ohio; and provides investment advisory and trust fund services through
FirstTrust Indiana.
Information on First Indiana is available on the Internet at
www.firstindiana.com.
Statements contained in this news release that are not historical facts may
constitute forward-looking statements (within the meaning of Section 21E of the
Securities Exchange Act
-more-
<PAGE>
First Indiana Corporation/The Somerset Group Merger Consummated
Page 2
of 1934, as amended) which involve significant risks and uncertainties. First
Indiana intends such forward-looking statements to be covered in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of invoking these safe-harbor provisions. First Indiana's ability to
predict results or the actual effect of future plans or strategies is inherently
uncertain, and involves a number of risks and uncertainties. In particular,
among the factors that could cause actual results to differ materially are
changes in interest rates, loss of deposits and loan demand to other savings and
financial institutions, substantial changes in financial markets, changes in
real estate values and the real estate market, regulatory changes, or
unanticipated results in pending legal proceedings. The fact that there are
various risks and uncertainties should be considered in evaluating
forward-looking statements, and undue reliance should not be placed on such
statements.
-30-
