<PAGE>
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): November 14, 1996
PINNACLE FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Michigan 0-17937 38-2671129
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) No.)
830 Pleasant Street, St. Joseph, Michigan 49085
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 983-6311
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 14, 1996, Pinnacle Financial Services, Inc. ("Pinnacle")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Indiana Federal Corporation ("IFC") pursuant to which IFC will merge, subject to
the terms and conditions provided therein, with and into Pinnacle (the
"Merger"). As a result of the Merger, each outstanding share of IFC's common
stock, par value $0.01 per share ("IFC Common Stock"), will be converted into
the right to receive one (1) share of Pinnacle common stock, without par value
("Pinnacle Common Stock"), and each outstanding share of Pinnacle Common Stock
will continue to be an outstanding share of Pinnacle Common Stock after the
Merger. The Merger is conditioned upon, among other things, approval by holders
of a majority of Pinnacle Common Stock, by holders of a majority of IFC Common
Stock, and upon receipt of certain regulatory and governmental approvals.
Simultaneously with their execution and delivery of the Merger
Agreement, Pinnacle and IFC entered into stock option agreements (the "Stock
Option Agreements") pursuant to one of which Pinnacle granted IFC the right,
upon the terms and subject to the conditions set forth therein, to purchase
up to 591,678 shares of Pinnacle Common Stock at a price of $24.625 per
share, and pursuant to the other of which IFC granted Pinnacle the right,
upon the terms and subject to the conditions set forth therein, to purchase
up to 470,361 shares of IFC Common Stock of a price of $19.875 per share.
A copy of the Press Release, dated November 14, 1996, issued by Pinnacle
and IFC relating to the Merger is attached as Exhibit 1 hereto and is
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
1. Press Release, dated November 14, 1996, relating to transactions
between Pinnacle Financial Services, Inc. and Indiana Federal Corporation.
2. Exhibits.
Sequentially
Exhibit Reference Numbered
Number Exhibit Description Page
---------------- ------------------- ------------
99.1 Press Release, dated November 14, 1996,
relating to transactions between Pinnacle
Financial Services, Inc. and Indiana Federal
Corporation.
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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.
PINNACLE FINANCIAL SERVICES, INC.
Date: November 14, 1996 By: /s/ John A. Newcomer
-------------------------------------
Its: Corporate Affairs Officer
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[LETTERHEAD]
NOVEMBER 14, 1996
PINNACLE FINANCIAL SERVICES, INC. AND
INDIANA FEDERAL CORPORATION ANNOUNCE MERGER
ST. JOSEPH, MICHIGAN - In a move that will create the largest
locally-managed financial institution on the southern tip of Lake Michigan,
the Boards of Directors of Pinnacle Financial Services, Inc. of St. Joseph,
Michigan and Indiana Federal Corporation of Valparaiso, Indiana have approved
plans to merge the two institutions. The "merger-of-equals" will create a
company which will provide a wide range of financial services and manage a
network of banking centers which will extend from Southwestern Michigan to
the Illinois state line. Each share of Indiana Federal Corporation common
stock will be exchanged for one (1) share of Pinnacle common stock. The
company will consolidate under the name of Pinnacle Financial Services, Inc.
with the Holding Company offices located in Valparaiso, Indiana. The largest
subsidiary of the corporation, the merged Pinnacle Bank and Indiana Federal
Bank, will continue as Pinnacle Bank and will be headquartered in St. Joseph,
Michigan.
Pinnacle's 1995 acquisition of Maco Bancorp of Merrillville and its
primary subsidiary, First Federal Savings Bank of Indiana, gave Pinnacle a
presence in Northwest Indiana. According to Richard L. Schanze, Chairman of
Pinnacle Financial Services, Inc., this merger provides very valuable
contiguous market coverage.
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PINNACLE
ADD ONE
"When we acquired Maco, there was a large gap between our Indiana and
Michigan operations," he said. "By merging with another company with similar
background and similar business philosophy and services, we not only bridge
that gap, but can also better serve our customers while increasing
shareholder value."
"This merger augments our strategic commitment to position ourselves as
the premier, locally-managed bank in the area," said Donald A. Lesch,
Chairman of the Board of Indiana Federal Corporation. "With it, we can
combine the economies of scale of the large regional banks, but with true
customer-focused, first person service and product development. Our goal has
always been to provide a spectrum of financial services from the perspective
of the communities in which we operate. This partnership allows us to
provide unique benefits to all our customers."
The new corporation will be governed by a Board of Directors consisting
of ten members, five each from Pinnacle and Indiana Federal. Schanze will
serve as Chairman/CEO and Lesch will be Vice Chairman/President/COO. Arnold
L. Weaver, President and COO of Pinnacle Bank will continue in that role
following the merger. At September 30, 1996, Pinnacle reported assets
totaling $1.018 billion while Indiana Federal reported assets totaling $809
million.
"With this merger, we will create a financial institution with nearly $2
billion in assets," Schanze said. "We will be the largest locally-managed
financial institution in the area."
"This is truly a merger of equals, not only from the perspective of
assets, but also from the synergies which will be achieved," Lesch explained.
"Our respective strengths complement one another. What we have done is
increase our ability to provide timely, exciting, innovative products and
exemplary service, all within the framework of a financially sound, growing
corporation."
Pinnacle has 17 branches in Southwest Michigan, 14 branches in Lake and
Porter Counties in Indiana, plus a total of 18 ATMs. Indiana Federal
currently operates 16 full-service banking centers in Northwest Indiana,
augmented by 27 Automated Teller Machines. "In the banking industry, size is
becoming increasingly important to providing great products and service to our
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PINNACLE
ADD TWO
customers," Schanze said. "With more than 40 branches in the area, we will
indeed be a major force. Equally important will be the tremendous innovation
and creativity inherent in the combination of two high performance teams.
This is a very exciting event for our respective institutions, our customers,
our employees and our shareholders."
Lesch also emphasized that the company will be proactive in expanding
its market, either through new branches or acquisitions. "We will continue
to aggressively expand our product base and market penetration in our
respective Indiana and Michigan markets," he said.
The process of completing the merger, which is subject to shareholder
and regulatory approvals, will take four to six months, according to Schanze
and Lesch.
Pinnacle Financial Services, Inc.'s shares are traded on the NASDAQ
National Market under the symbol "PNFI".
Indiana Federal Corporation shares are traded on the NASDAQ National
Market under the symbol "IFSL".
There will be an investor and analyst informational conference call
tomorrow, Friday, November 15, 1996, at 10:30 a.m. CST (11:30 a.m. EST). To
listen in on the call, dial 1-800-982-5963. The access code is 117157. If
you would like to be faxed or mailed a copy of the materials to be reviewed,
call Brenda Sheetz at 1-800-720-3660.
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