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UNITED STATES
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): August 1, 1997
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 No.)
incorporation)
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 2. ACQUISITION OR DISPOSITION OF ASSETS.
MERGERS
IFC MERGER. Effective August 1, 1997, pursuant to the terms of the
Agreement and Plan of Merger dated as of November 14, 1996, as amended (the
"IFC Merger Agreement"), between the registrant ("Pinnacle") and Indiana
Federal Corporation ("IFC"), IFC was merged with and into Pinnacle (the "IFC
Merger"), with Pinnacle being the surviving corporation. Thus, on August 1,
1997, (i) the separate corporate existence of IFC terminated, (ii) Pinnacle
succeeded to the assets and liabilities of IFC, and (iii) each outstanding
share of common stock, $0.01 par value per share, of IFC (the "IFC Common
Stock") (other than certain shares specified in the IFC Merger Agreement) was
automatically converted into the right to receive one (1) share of common
stock, no par value, of Pinnacle (the "Pinnacle Common Stock"). Each share
of Pinnacle Common Stock outstanding immediately prior to consummation of the
IFC Merger remains outstanding and unchanged as a result of the IFC Merger.
CB MERGER. Effective August 1, 1997, pursuant to the terms of the
Agreement and Plan of Merger dated as of March 1, 1997 (the "CB Merger
Agreement"), between Pinnacle and CB Bancorp, Inc. ("CB"), CB was merged with
and into Pinnacle (the "CB Merger"), with Pinnacle being the surviving
corporation. Thus, on August 1, 1997, (i) the separate corporate existence
of CB terminated, (ii) Pinnacle succeeded to the assets and liabilities of
CB, and (iii) each outstanding share of common stock, $0.01 par value per
share, of CB (the "CB Common Stock") (other than certain shares specified in
the CB Merger Agreement) was automatically converted into the right to
receive 1.209 shares of Pinnacle Common Stock. No fractional shares of
Pinnacle Common Stock will be issued, but instead any fractional share
amounts shall be paid in cash on the basis of $28.938 per whole share value.
Each share of Pinnacle Common Stock outstanding immediately prior to
consummation of the CB Merger remains outstanding and unchanged as a result
of the CB Merger.
SUBSIDIARY BANK MERGERS. Effective August 1, 1997, in connection with
the IFC Merger, and pursuant to an Agreement and Plan of Merger and
Consolidation between Indiana Federal Bank for Savings, a federal savings
bank and wholly-owned subsidiary of IFC ("IndFed Bank"), and Pinnacle Bank, a
Michigan banking corporation and wholly-owned subsidiary of Pinnacle, IndFed
Bank was merged with and into Pinnacle Bank.
Effective August 1, 1997, in connection with the CB Merger, and pursuant
to an Agreement and Plan of Merger and Consolidation between Community Bank,
A Federal Savings Bank and wholly-owned subsidiary of CB, and Pinnacle Bank,
Community Bank, A Federal Savings Bank was merged with and into Pinnacle Bank.
MERGER CONSIDERATION
IFC MERGER. Upon consummation of the IFC Merger, each outstanding share
of IFC Common Stock (other than certain shares specified in the IFC Merger
Agreement) was automatically converted into the right to receive one (1)
share of Pinnacle Common Stock. The foregoing ratio of exchange of one (1)
share of Pinnacle Common Stock for each share of IFC Common Stock was
determined through arms-length negotiations between Pinnacle and IFC, each of
which was advised during such negotiations by its respective financial
advisor.
Upon effectiveness of the IFC Merger, each option granted by IFC to
purchase shares of IFC Common Stock which was outstanding and unexercised
immediately prior thereto (excluding any and all rights in respect of shares
of IFC Common Stock (the "IFC Rights") which were issued and outstanding
subject to the terms and conditions of the Stockholder Protection Rights
Agreement dated as of February 26, 1992, as amended by the Amendment to
Stockholder Protection Rights Agreement dated as of November 14, 1996,
between IFC and Harris Trust and Savings Bank, as Rights Agent, all of which
IFC Rights
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were redeemed, and thereby extinguished, terminated and cancelled without any
right of exercise, prior to the effectiveness of the IFC Merger) ceased to
represent a right to acquire shares of IFC Common Stock and were converted
automatically into an option to purchase shares of Pinnacle Common Stock in
the same amount and at the same exercise price subject to the terms of the
IFC benefit plans under which they were issued.
Upon effectiveness of the IFC Merger, each option granted by Pinnacle to
purchase shares of Pinnacle Common Stock which was outstanding and
unexercised immediately prior thereto continues to represent a right to
acquire shares of Pinnacle Common Stock and remains an issued and outstanding
option to purchase from Pinnacle, as the surviving corporation, shares of
Pinnacle Common Stock in the same amount and at the same exercise price
subject to the terms of the Pinnacle benefit plans under which they were
issued.
CB MERGER. Upon consummation of the CB Merger, each outstanding share
of CB Common Stock (other than certain shares specified in the CB Merger
Agreement) was automatically converted into the right to receive 1.209 shares
of Pinnacle Common Stock (the "CB Exchange Ratio"), according to the formula
provided in the CB Merger Agreement, based on the shares of CB Common Stock
being valued at $35.00, and then divided by the average of the daily averages
of the closing bid and the closing ask prices per share of Pinnacle Common
Stock as reported by the Nasdaq National Market for the period of fifteen
business days ending on the fifth business day prior to the date of
consummation of the CB Merger (the "Average Price"), which Average Price was
determined to be $28.938. The CB Exchange Ratio was determined through
arms-length negotiations between Pinnacle and CB, each of which was advised
during such negotiations by its respective financial advisor.
Upon effectiveness of the CB Merger, each option granted by CB to
purchase shares of CB Common Stock (including any option that had been
awarded but had not yet vested) which was outstanding and unexercised
immediately prior thereto ceased to represent a right to acquire shares of CB
Common Stock and was converted automatically into the right to receive shares
of Pinnacle Common Stock in an amount determined by dividing the difference
between $35.00 and the exercise price of such option by the Average Price.
Upon effectiveness of the CB Merger, each option granted by Pinnacle to
purchase shares of Pinnacle Common Stock which was outstanding and unexercised
immediately prior thereto continues to represent a right to acquire shares of
Pinnacle Common Stock and remains an issued and outstanding option to
purchase from Pinnacle, as the surviving corporation, shares of Pinnacle
Common Stock in the same amount and at the same exercise price subject to the
terms of the Pinnacle Stock Plans under which they were issued.
DIRECTORS
Following consummation of the IFC Merger and the CB Merger, the Board of
Directors of Pinnacle consists of a single class of directors comprised of
the following 11 persons: Richard L. Schanze, Arnold L. Weaver, John P.
Cunningham, Terrence A. Friedman, Alton C. Wendzel, Donald A. Lesch, Howard
Silverman, James E. Hutton, Barbara A. Young, Fred A. Wittlinger and Joseph
F. Heffernan; and the Board of Directors of Pinnacle Bank consists of the
following 21 persons: Richard L. Schanze, Arnold L. Weaver, John P.
Cunningham, Charles R. Edinger, John D. Fetters, Terrence A. Friedman, Kay F.
Varga, Donald E. Radde, Alton C. Wendzel, Donald A. Lesch, Howard Silverman,
James E. Hutton, Byron Smith III, Peter R. Candela, Philip A. Maxwell, John
R. Poncher, Fred A. Wittlinger, Barbara A. Young, Joseph F. Heffernan, Marvin
Kominiarek, Jr., and James Broad.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impracticable for
the registrant to provide the required financial statements for the acquired
businesses at this time. Accordingly, the registrant will file the required
financial statements for the acquired businesses under cover of an amendment
to this Current Report on Form 8-K as soon as practicable, but not later than
October 14, 1997 (60 days after the date (August 15, 1997) that this Current
Report on Form 8-K was required to be filed).
(b) PRO FORMA FINANCIAL INFORMATION. It is impracticable for the
registrant to provide the required pro forma financial information on the
acquired businesses at this time. Accordingly, the registrant will file the
required pro forma financial information for the acquired businesses under
cover of an amendment to this Current Report on Form 8-K as soon as
practicable, but not later than October 14, 1997 (60 days after the date
(August 15, 1997) that this Current Report on Form 8-K was required to be
filed).
(c) EXHIBITS.
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Item 601
Regulation S-K
Exhibit Reference
Number Exhibit Description
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(2)(a) Agreement and Plan of Merger dated as of November 14, 1996,
by and between Pinnacle Financial Services, Inc. and Indiana
Federal Corporation (without exhibits) (incorporated by
reference to Exhibit (2)(a)/(10)(a) of the Registration
Statement on Form S-4 of Pinnacle Financial Services, Inc.
(registration no. 333-19729)).
(2)(b) First Amendment to Agreement and Plan of Merger dated as of
February 27, 1997, by and between Pinnacle Financial
Services, Inc. and Indiana Federal Corporation (incorporated
by reference to Exhibit (10)(b) of the Annual Report on Form
10-K of Pinnacle Financial Services, Inc. for the year ended
December 31, 1996 (Commission file no. 0-17937)).
(2)(c) Agreement and Plan of Merger dated as of March 1, 1997, by
and between Pinnacle Financial Services, Inc. and CB
Bancorp, Inc. (incorporated by reference to Exhibit (10)(w) of
the Annual Report on Form 10-K of Pinnacle Financial
Services, Inc. for the year ended December 31, 1996
(Commission file no. 0-17937)).
(4)(a) Restated Articles of Incorporation of Pinnacle Financial
Services, Inc. as filed with the Department of Commerce of
the State of Michigan on December 6, 1996 (incorporated by
reference to Exhibit (3)(a)/(4)(a) of the Registration Statement
on Form S-4 of Pinnacle Financial Services, Inc.
(registration no. 333-19729)).
(4)(b) By-Laws of Pinnacle Financial Services, Inc. (incorporated
by reference to Exhibit (3)(b)/(4)(b) of the Registration
Statement on Form S-2 of Pinnacle Financial Services, Inc.
(registration no. 33-95974)).
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Item 601
Regulation S-K
Exhibit Reference
Number Exhibit Description
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(4)(c) Specimen certificate for Pinnacle Financial Services, Inc.
Common Stock (incorporated by reference to Exhibit (4)(c) of
the Registration Statement on Form S-2 of Pinnacle Financial
Services, Inc. (registration no. 33-95974)).
(99) Registrant's press release dated August 4, 1997 regarding
the merger of Indiana Federal Corporation, a Delaware
corporation, with and into Registrant, and the merger of
CB Bancorp, Inc., a Delaware corporation, with and into
Registrant.*
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* Filed herewith
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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: August 4, 1997 By: /s/ David W. Kolhagen
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David W. Kolhagen
Vice President and Treasurer
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EXHIBIT 99
MERGER OF PINNACLE, INDIANA FEDERAL AND COMMUNITY BANK IS FINALIZED TODAY
FOR MORE INFORMATION CONTACT:
Richard L. Schanze, Chairman, CEO
Pinnacle Financial Services, Inc.
(616) 983-6311
Donald A. Lesch, CEO
Indiana Federal Corporation
(219) 465-6607
Joseph F. Heffernan, CEO
CB Bancorp, Inc.
(219) 873-2800
For immediate release: August 4, 1997
St. Joseph, MI, Valparaiso, IN, Michigan City, IN - The area's largest
locally-managed financial institution has been created with the completion of
a merger between Pinnacle Financial Services, Inc., Indiana Federal
Corporation and CB Bancorp, Inc. The merger will be effective at the end of
business Friday, August 1st. The new $2.2 billion entity will operate under the
name Pinnacle Financial Services, Inc. and will be located in Valparaiso. The
largest subsidiary of the corporation, Pinnacle Bank, will continue to be
headquartered in St. Joseph, Michigan.
The action took place following shareholder approval at each of the
respective institutions' annual shareholders meetings Wednesday, July 30,
1997.
Through Pinnacle Bank, a full range of services will be offered via a network
of 47 sales centers and 45 ATMs extending from Southwestern Michigan to the
Illinois state line.
"By virtue of these transactions, our company is positioned as a front runner
in the financial services industry in a number of very lucrative markets,"
said Richard Schanze, Pinnacle Chairman. "Our size and physical
distribution offer many benefits to our customers."
The Pinnacle/Indiana Federal plan to merge was announced last November, and
the CB Bancorp merger was initiated in March.
"This merger culminates more than a year of diligent work and we're enthused
about the potential of this new institution," said Indiana Federal
Corporation Chairman, Donald Lesch. "But the real work begins now to bring
together the very best of our respective institutions to provide unparalleled
service to our customers."
Joe Heffernan, Chairman of CB Bancorp added, "We are very excited about being
a part of this dynamic and growing organization, and we see tremendous
benefits accruing to our customers, employees and shareholders. By expanding
our services across this market, we create greater opportunities for
everyone."
Customers of all three institutions will be able to bank at any branch
beginning Monday, August 4, 1997.
Schanze will serve as chairman of the Board, and Lesch will assume
the duties of Vice Chairman/President. The Pinnacle Financial Services, Inc.
Board of Directors will be comprised of five representatives from Pinnacle's
previous board, five representatives from Indiana Federal and one previous CB
Bancorp board member.
Pinnacle stock is traded on the NASDAQ under the PNFI symbol.
