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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): March 1, 1997
PINNACLE FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Michigan 0-17937 38-2671129
(State or other jurisdiction (Commission File No) (IRS Employer
of incorporation) Identification 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 March 1, 1997, Pinnacle Financial Services, Inc. ("Pinnacle") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with CB
Bancorp, Inc. ("CB") pursuant to which CB 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 CB's common stock, par value
$0.01 per share ("CB Common Stock"), will be converted into the right to
receive that number of shares of Pinnacle common stock, without par value
("Pinnacle Common Stock"), determined by dividing $35.00 (the "Exchange
Value") by the average (the "Average Price") 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 (15)
business days ending on the fifth (5th) business day prior to the effective
date of the Merger; provided, however, that (i) in the event the Average
Price as determined under the foregoing provision is $29.00 or higher, the
Exchange Value shall be divided by $29.00 (resulting in the fractional number
1.2069) rather than said Average Price (so that, in such case, each share of
CB Common Stock issued and outstanding so converted, would be converted into
the right to receive 1.2069 shares of Pinnacle Common Stock), and (ii) in the
event the Average Price (so that, in such case, each share of CB Common Stock
shall be issued and, in lieu thereof, any said fractional shares shall be
paid the cash equivalent value thereof based on the Average Price; 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 CB Common
Stock, and upon receipt of certain regulatory and governmental approvals.
Simultaneously with their execution and delivery of the Merger
Agreement, Pinnacle and CB entered into a stock option agreement (the "Stock
Option Agreement") pursuant to which CB granted Pinnacle the right upon the
terms and subject to the conditions set forth therein, to purchase up to
115,037 shares of CB Common Stock at a price of $28.50 per share.
A copy of the Press Release, dated March 3, 1997, issued by Pinnacle and
CB relating to the Merger is attached as Exhibit 1 hereto and is incorporated
herein by reference.
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
1. Press Release, dated March 3, 1997, relating transactions between
Pinnacle Financial Services, Inc. and CB Bancorp, Inc.
2. Exhibits.
Sequentially
Exhibit Reference Numbered
Number Exhibit Description Page
- ------------------- ------------------- -----------
99.1 Press Release, dated March 3, 1997,
relating to transactions between
Pinnacle Financial Services, Inc. and BC
Bancorp. Inc.
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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 authorised.
PINNACLE FINANCIAL SERVICES, INC.
Date: March 3, 1997 By:
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Its:
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[logo]
PINNACLE
FINANCIAL SERVICES
PINNACLE FINANCIAL TO BUY CB BANCORP
FOR IMMEDIATE RELEASE:
MARCH 3, 1997
CONTACTS:
RICHARD L. SCHANZE, CEO JOSEPH F. HEFFERNAN, CEO
PINNACLE FINANCIAL SERVICES, INC. BC BANCORP, INC.
(616)983-6311 (219)873-2800
DONALD A. LESCH, CEO
INDIANA FEDERAL CORPORATION
(219)465-6607
ST. JOSEPH, MI - Pinnacle Financial Services, Inc. announced today an
agreement to purchase CB Bancorp, Inc. of Michigan City, Indiana. Pinnacle is
the parent company of pinnacle Bank, headquartered in St. Joseph, Michigan,
with 28 banking centers located along the southern tip of Lake Michigan. CB
Bancorp is the parent company of Community Bank, with three offices in La
Porte County, Indiana. The purchase price is fixed in an amount equal to
$35.00 per CB Bancorp share, payable in Pinnacle shares. If Pinnacle's
average stock price exceeds $29.00, CB Bancorp shareholders will receive 1.2069
Pinnacle shares per CB Bancorp share. If Pinnacle's average stock price is
less than $23.00, CB Bancorp shareholders will receive 1.5217 Pinnacle shares
per CB Bancorp share. With anticipated cost savings, Pinnacle expects the
transaction to be accretive to earnings per share and tangible book value of
the combined organization in the first year. One time transaction costs are
expected to be minimal
This move follows the November announcement of Pinnacle's and Indiana Federal
Corporation's pending merger-of-equals. Indiana Federal Corp. is the parent
company of Indiana Federal Bank for Savings of Valparaiso, Indiana. Once
completed, these two mergers will result in a $2.1 billion banking company
with 50 banking centers located in northwestern Indiana and southwestern
Michigan.
"We are thrilled about this development," said Pinnacle CEO, Richard Schanze.
"This transaction allows us to fill the geographic gap between our Michigan
and Indiana markets. Once the mergers with CB Bancorp and Indiana Federal are
complete, the company will be among the front runners of financial service
providers along the southern curve of Lake Michigan. This should translate
into increased value to our shareholders."
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Mr. Joseph Heffernan, Chairman of CB, commented, "We are excited about the
opportunity to merge CB with Pinnacle. This will enable the expansion of our
mortgage specialty business, while providing additional products and services
to our market and customers."
Supporting the acquisition, Donald Lesch, CEO of Indiana Federal, stated,
"The goal, quite simply, is to be the premier financial services provider in
the markets we serve. This acquisition of CB Bancorp helps round out the
Pinnacle market, both geographically and strategically, in terms of the
strengths that each of our three institutions brings to the mix."
The transaction, subject to regulatory and shareholder approvals, is expected
to close in the second quarter of 1997.
Pinnacle stock is traded on the NASDAQ under the symbol "PNFI". CB Bancorp
stock is also traded on the NASDAQ, under the symbol "CBCO".
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