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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 3, 1997
COMMISSION FILE NO.: 0-20742
CB BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 35-1866127
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(State or other Jurisdiction of Incorporation (IRS Employer or
organization) Identification No.)
126 East 4th Street, Michigan City, Indiana 46360
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (219) 873-2800
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ITEM 5. OTHER EVENTS.
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1. On March 1, 1997, CB Bancorp, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Agreement") with Pinnacle Financial
Services, Inc. ("Pinnacle") whereby Pinnacle will acquire the Company.
The transaction, subject to regulatory and shareholder approval, is
expected to close in the second quarter of 1997. Attached is a copy of
the press release announcing the Agreement.
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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.
By:--------------------------------
Joseph F. Heffernan
President and Chief Executive Officer
Dated: ________________, 1997
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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.
By: /s/ Joseph F. Heffernan
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Joseph F. Heffernan
President and Chief Executive Officer
Dated: March 12, 1997
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LIST OF EXHIBITS
Exhibit 99. Press Release
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PINNACLE
FINANCIAL SERVICES
PINNANCLE FINANCIAL TO BUY CB BANCORP
FOR IMMEDIATE RELEASE:
MARCH 3, 1997
CONTACTS:
RICHARD L. SCHANZE, CEO JOSEPH F. HEFFERMAN, CEO
PINNACLE FINANCIAL SERVICES, INC. CB 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 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
1.20690 Pinnacle shares per CB Bancorp share. If Pinnacle's average stock
price is less than $23.00, CB Bancorp shareholders will receive 1.52174
Pinnacle shares per CB Bancorp share. With anticipated cost savings of
approximately 18%, 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."
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".
