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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): December 11, 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)
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ITEM 5. OTHER EVENTS.
On December 11, 2000, First Indiana Corporation ("First Indiana") announced
that its Board of Directors had authorized management to file an application
with the Office of the Comptroller of the Currency to charter a national bank to
assume most of the assets and liabilities of First Indiana Bank, First Indiana's
subsidiary thrift institution.
Pursuant to General Instruction F to Form 8-K, the press release issued
December 11, 2000 concerning the merger is incorporated herein by reference and
is attached hereto as Exhibit 20.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Exhibit
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20 Press Release dated December 11, 2000
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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: December 11, 2000 By: /s/ Owen B. Melton, Jr.
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Owen B. Melton, Jr.
President and Chief
Operating Officer
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N E W S
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December 11, 2000
Beth Copeland - Media (317) 269-1395
William J. Brunner - Shareholders and Analysts
(317) 269-1614
FOR RELEASE AFTER 4:00 P.M. EST
FIRST INDIANA CORPORATION TO CHARTER
NATIONAL BANK SUBSIDIARY
New Bank Will Assume Most of Assets and Liabilities of Corporation's Thrift
Subsidiary, First Indiana Bank
(Indianapolis) - The Board of Directors of First Indiana Corporation
has authorized management to file an application with the Office of the
Comptroller of the Currency to charter a national bank. The new bank will be
named First Indiana Bank, N.A., and will assume most of the assets and
liabilities of the Corporation's existing subsidiary thrift institution. Once
the charter is approved, First Indiana Bank will conduct its operations
primarily through the new national bank.
"Chartering a national bank is the final step in First Indiana's
transformation from a thrift to a commercial bank," said Robert H. McKinney,
Chairman. "Over the past five years, First Indiana has emphasized serving the
comprehensive financial needs of businesses in our community, as we have shifted
from our historical focus on mortgage banking."
Recent growth in First Indiana's business lending activities has
accelerated the chartering of a national bank. At September 30, 2000, First
Indiana's business loans outstanding stood at $196 million, or 9.3 percent of
assets. Current thrift law generally limits First Indiana's business loans
outstanding to 10 percent of assets. National bank regulations contain no such
restriction.
"Adopting a national bank charter enables us to expand our business
lending relationships to meet the needs of Central Indiana's business
community," Mr. McKinney explained. "In addition," he said, "the recent merger
of The Somerset Group with First Indiana makes available a full array of tax
planning, wealth management, and consulting services to our business clients and
their owners and employees. A national bank charter will help First Indiana and
Somerset join forces to create comprehensive financial solutions for our
clients."
Following regulatory approval, First Indiana will transfer the majority
of its banking assets and liabilities to the new bank. Thrift regulations
provide greater flexibility for financial institutions that operate in numerous
states. Accordingly, First Indiana's current thrift subsidiary will be retained
for purposes of facilitating its interstate consumer lending business.
Management intends to file the application by December 31, 2000. Bank
regulatory approval is expected to occur during the first half of 2001. Approval
of First Indiana Corporation's shareholders will not be required, and no
reduction in employees will occur as a result of the new charter.
First Indiana Corporation (NASDAQ - FISB) is the largest bank or thrift
holding company based in Indianapolis. First Indiana Bank has $2.1 billion in
assets and 24 offices in Metropolitan Indianapolis, Franklin, Mooresville,
Pendleton, Rushville, and Westfield. In addition to its retail banking
operations, First Indiana has construction and consumer loan offices throughout
Indiana and in Arizona, Florida, Illinois, North Carolina, Oregon, and Ohio. The
Bank also originates consumer loans in 42 states through a national network.
Through Somerset Financial Services and FirstTrust Indiana, First Indiana offers
a full array of tax planning, consulting, wealth management, and investment
advisory and trust services. Information about 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 of 1934, as amended) which involve significant risks
and uncertainties. First Indiana intends such forward-looking statements to be
covered by the safe harbor provisions in the Private Securities Litigation
Reform Act of 1995, and is 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 statutory or regulatory
changes, significant unanticipated judicial decisions, or substantial changes in
financial markets in general or the business and commercial loan market in
particular. 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.
