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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
(Amendment No. 1 to Current Report on Form 8-K
filed August 4, 1997)
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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The following financial statements of Indiana Federal Corporation ("IFC") are
incorporated by reference to IFC's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (Commission file no. 0-17379):
Report of Ernst & Young LLP, Independent Auditors
Consolidated Statements of Condition of Indiana Federal Corporation and
Subsidiaries as of December 31, 1996 and 1995
Consolidated Statements of Income of Indiana Federal Corporation and
Subsidiaries for the years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Shareholders' Equity of Indiana Federal Corporation
and Subsidiaries for the years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows of Indiana Federal Corporation and
Subsidiaries for the years ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements of Indiana Federal Corporation and
Subsidiaries
The following unaudited financial statements of Indiana Federal Corporation are
incorporated by reference to IFC's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997 (Commission file no. 0-17379):
Condensed Consolidated Statements of Financial Condition (unaudited) of Indiana
Federal Corporation and Subsidiaries as of March 31, 1997 and December 31, 1996
Condensed Consolidated Statements of Income (unaudited) of Indiana Federal
Corporation and Subsidiaries for the three months ended March 31, 1997 and 1996
Consolidated Statements of Cash Flows (unaudited) of Indiana Federal Corporation
and Subsidiaries for the three months ended March 31, 1997 and 1996
Notes to Condensed Consolidated Financial Statements (unaudited) of Indiana
Federal Corporation and Subsidiaries
The following financial statements of CB Bancorp, Inc. ("CB") are incorporated
by reference to CB's Annual Report on Form 10-KSB/A (Amendment No. 1) for the
fiscal year ended March 31, 1997 (Commission file no. 0-20742):
Report of Crowe Chizek & Company LLP, Independent Auditors
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Consolidated Balance Sheets of CB Bancorp, Inc. and Subsidiary as of March 31,
1997 and 1996
Consolidated Statements of Income of CB Bancorp, Inc. and Subsidiary for the
years ended March 31, 1997, 1996 and 1995
Consolidated Statements of Shareholders' Equity of CB Bancorp, Inc. and
Subsidiary for the years ended March 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows of CB Bancorp, Inc. and Subsidiary for the
years ended December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements of CB Bancorp, Inc. and Subsidiary
(b) PRO FORMA FINANCIAL INFORMATION.
The following unaudited pro forma combined financial statements, which reflect
the acquisition of IFC and CB, are incorporated by reference to the final
prospectus filed on June 19, 1997 by Pinnacle pursuant to Rule 424(b)(3) under
the Securities Act of 1993, as amended (registration no. 333-19729):
Pinnacle Financial Services, Inc. and Indiana Federal Corporation Unaudited Pro
Forma Combined Statements of Income for the three months ended March 31, 1997
Pinnacle Financial Services, Inc. and Indiana Federal Corporation Unaudited Pro
Forma Combined Statements of Income for the three months ended March 31, 1996
Pinnacle Financial Services, Inc. and Indiana Federal Corporation Unaudited Pro
Forma Combined Statements of Income for the year ended December 31, 1996
Pinnacle Financial Services, Inc. and Indiana Federal Corporation Unaudited Pro
Forma Combined Statements of Income for the year ended December 31, 1995
Pinnacle Financial Services, Inc. and Indiana Federal Corporation Unaudited Pro
Forma Combined Statements of Income for the year ended December 31, 1994
Pinnacle Financial Services, Inc. and Indiana Federal Corporation Unaudited Pro
Forma Combined Balance Sheet at March 31, 1997
Notes to Pinnacle Financial Services, Inc. and Indiana Federal Corporation
Unaudited Pro Forma Combined Financial Statements
Pinnacle Financial Services, Inc. and CB Bancorp, Inc. Unaudited Pro Forma
Combined Statements of Income for the three months ended March 31, 1997
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Pinnacle Financial Services, Inc. and CB Bancorp, Inc. Unaudited Pro Forma
Combined Statements of Income for the three months ended March 31, 1996
Pinnacle Financial Services, Inc. and CB Bancorp, Inc. Unaudited Pro Forma
Combined Statements of Income for the year ended December 31, 1996
Pinnacle Financial Services, Inc. and CB Bancorp, Inc. Unaudited Pro Forma
Combined Statements of Income for the year ended December 31, 1995
Pinnacle Financial Services, Inc. and CB Bancorp, Inc. Unaudited Pro Forma
Combined Statements of Income for the year ended December 31, 1994
Pinnacle Financial Services, Inc. and CB Bancorp, Inc. Unaudited Pro Forma
Combined Balance Sheet at March 31, 1997
Notes to Pinnacle Financial Services, Inc. and CB Bancorp, Inc. Unaudited Pro
Forma Combined Financial Statements
Pinnacle Financial Services, Inc., Indiana Federal Corporation and CB Bancorp,
Inc. Unaudited Pro Forma Combined Statement of Income for the three months ended
March 31, 1997
Pinnacle Financial Services, Inc., Indiana Federal Corporation and CB Bancorp,
Inc. Unaudited Pro Forma Combined Statement of Income for the three months ended
March 31, 1996
Pinnacle Financial Services, Inc., Indiana Federal Corporation and CB Bancorp,
Inc. Unaudited Pro Forma Combined Statements of Income for the year ended
December 31, 1996
Pinnacle Financial Services, Inc., Indiana Federal Corporation and CB Bancorp,
Inc. Unaudited Pro Forma Combined Statements of Income for the year ended
December 31, 1995
Pinnacle Financial Services, Inc., Indiana Federal Corporation and CB Bancorp,
Inc. Unaudited Pro Forma Combined Statements of Income for the year ended
December 31, 1994
Pinnacle Financial Services, Inc., Indiana Federal Corporation and CB Bancorp,
Inc. Unaudited Pro Forma Combined Balance Sheet at March 31, 1997
Notes to Pinnacle Financial Services, Inc., Indiana Federal Corporation and CB
Bancorp, Inc. Unaudited Pro Forma Combined Financial Statements
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(c) EXHIBITS.
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Item 601
Regulation S-K
Exhibit Reference
Number Exhibit Description
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<S> <C>
(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)).
(23)(a) Consent of Ernst & Young LLP*
(23)(b) Consent of Crowe, Chizek and Company LLP*
(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. (incorporated by reference to Exhibit
(99) of the Current Report on Form 8-K of Pinnacle
Financial Services Inc. dated August 1, 1997
(Commission file no 0-17937)).
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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: October 14, 1997 By: /s/ David W. Kolhagen
-----------------------------------
David W. Kolhagen
Vice President and Treasurer
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report on
Form 8K/A of Pinnacle Financial Services, Inc. of our report dated February
28, 1997, with respect to the consolidated financial statements of Indiana
Federal Corporation incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1996 filed with the Securities and
Exchange Commission.
Ernst & Young
Chicago, Illinois
October 14, 1997
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference, in Form 8-K/A of Pinnacle
Financial Services, Inc., of our report dated May 23, 1997 on the
consolidated financial statements of CB Bancorp included in its Annual Report
on Form 10-KSB for the year ended March 31, 1997.
/s/ Crowe, Chizek and Company LLP
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Crowe, Chizek and Company LLP
South Bend, Indiana
October 14, 1997
