UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------------------------------
FORM 8-K
CURRENT REPORT
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of event reported) May 20,1998
Commission File No. 0-25766
Community Bank Shares of Indiana, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-1938254
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
202 East Spring St., PO Box 939, New Albany, Indiana 47150
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 1-812-944-2224
<PAGE>
Item 5. Other Events
(a) As detailed in the following press releases (see Exhibit 22), Robert E.
Yates has stepped down as President and CEO of Community Bank Shares, Inc. (the
"Company"), Community Bank of Southern Indiana and Heritage Bank of Southern
Indiana. Michael L. Douglas was appointed the new President and CEO of the
Company. Thomas M. Jones was appointed the new President and CEO of Community
Bank of Southern Indiana, and Patrick J. Daily was appointed the new President
and CEO of Heritage Bank of Southern Indiana.
<PAGE>
COMMUNITY BANK SHARES OF INDIANA, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized
COMMUNITY BANK SHARES
OF INDIANA, INC.
(Registrant)
Dated May 8, 1998 BY: /S/ Robert E. Yates
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Robert E. Yates
President and CEO
Dated May 8, 1998 BY: /S/ James M. Stutsman
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James M. Stutsman
Chief Financial Officer
The following statement is scheduled for release tomorrow.
PRESS RELEASE
Date: April 17, 1998
Contact: Tracey B. Moss
Community Bank Shares of Indiana, Inc.
Marketing Manager
202 E. Spring Street
New Albany, IN 47150
(812) 949-6885
For Release: Immediately
Picture Available Upon Request
Area's Largest Local Bank Announces President's Retirement
Community Bank Shares, Inc., Southern Indiana's largest locally owned
and headquartered bank holding company, today announced the retirement of Robert
E. Yates, President and CEO.
C. Thomas Young, Chairman of Community Bank Shares, the holding company
for Community Bank of New Albany, and Heritage Bank of Jeffersonville, stated,
"After several months of planning for this, I still have mixed feelings to see
him go. While on one hand, we are excited about a new generation stepping in to
help develop our future plans for the various local banks that we are affiliated
with, and we are happy for Bob and his family, on the other hand, Bob has been
an instrumental part of the record growth that we have achieved over the past
few years and we will all miss him being involved in the day to day business
that we are so accustomed to him being a part of." Young continued, "However, as
Bob will continue to serve as a director for the holding company, we will still
benefit from his financial experience, as well as his knowledge of our local
economy's needs."
Under Yates, Community Bank Shares, Inc., the nation's first ever
mutual holding company, was formed in 1991, and in 1995 the company went public.
They are currently listed in the NASDAQ small cap market under the call letters
CBIN. A $100.00 initial investment, made in 1991, would now exceed $894.00.
In 1996, Yates also lead the formation of Heritage Bank. When asked
about Heritage Yates said, "Heritage reaffirmed our commitment to locally
managed banking." He continued, " It required us to establish a new board of
directors made up of business professionals through out Clark County, bringing
them together to create a new, full-service bank. As 1997 approached, and
Heritage celebrated it's first anniversary, it was a jubilant moment for all us
to announce that Heritage's first year net operating profits exceeded $37,000,
surpassing industry statistics, which indicated most new banks do not show an
annual operating profit until their third year. It was a challenge that paid
off."
Young stated, "Bob has lead an outstanding team of individuals, not
only through new charters and our public conversion, but most recently through
the acquisition of NCF Financial Corporation in Bardstown, KY, helping the bank
holding company to achieve a consolidated asset level close to 300 million, when
the acquisition is completed later this month."
<PAGE>
Yates later added, "It has been a decade of superb performance levels
for the holding company and its affiliates. I am proud to report that our
shareholders have enjoyed a 320% growth in dividends, total assets growth of 73%
, and capital growth exceeding 400%." Yates continued, " Without everyone's
support and knowledge, what we have accomplished wouldn't have been possible."
Recently, Yates, and his fellow senior management members, of Community
Bank took part in groundbreaking ceremonies for the construction of their new
corporate headquarters building in downtown New Albany. The 4.5 million dollar
project, is scheduled to be fully operational in early 1999. When asked about
his decision to retire before its completion, Yates said, "The Center is a
statement of our confidence in the economic future of Floyd County and Southern
Indiana. I take great pride in all the accomplishments of the holding company
and its affiliates during the time I have served as it's president, and as I
continue my relationship with the holding company both as a director and
shareholder, I look forward to the new Community Bank Center and what it will
mean for all of us, to have the strength of a locally owned financial
institution right here, at home."
Beyond his corporate roles, Robert Yates has also been active in many
of the areas largest fund raising events and community functions. He will be
resigning from the Board for Floyd Memorial Foundation and the Floyd County
Museum, where Director Sally Newkirk said, "All of us at the museum have been
incredibly touched by Bob, while he is an intensely private individual, one of
the things we will miss about him is Bob's way of challenging us to expand our
thinking." Newkirk later added, "I think of Bob as a true visionary for this
community and its future, and although we (at the museum) understand his desire
to spend more time with his family, abroad, I will miss his insights here at the
museum."
Although Yates does plan to remain a member of Community Bank Shares
board of directors, he and his wife Darlene also have a residence in Hilton
Head, South Carolina. When asked about his decision to retire Yates said, "After
many months of talking this over, we realized that it was time. My wife now
spends the majority of her time in Hilton Head, and I wanted to spend more time
with her and my grandchildren who live from Arizona to London, England. Those
kind of trips just aren't possible as long as I continued at my current pace. I
will continue my role as a director, but, it is time for me to look to someone
else to handle the day to day responsibilities."
Yates continued, "Mike Douglas, who will be taking over as President
and CEO of the holding company, strong financial background is a perfect match
for the future of Community Bank Shares. After only a few weeks of looking, the
board was really fortunate to lure Mike away from an early retirement. Mike's
skills in acquisitions, industry analysis, and electronic banking are going to
be a real asset, from which to pull, for the various banking affiliates and lead
the future towards various growth opportunities for the holding company. As a
director, and a shareholder, I have every confidence in Mike. We have already
been working together on some of the key opportunities for the coming year," he
concluded, "personally, I look forward to where he is going to lead the very
talented group of people I have had the pleasure to work with over the past ten
years."
Other announced promotions to account for Yates retirement, included
Tom Jones, Senior Vice President of Business Services for Community Bank, who
will be taking over, as President and CEO of Community Bank. Jones, who also has
a long, local history in banking was officially appointed at last week's meeting
of the Board of Directors.
Also appointed as President and CEO of Heritage Bank, in
Jeffersonville, was current Senior Vice President and Chief Credit Officer, Pat
Daily. Daily, who has been with the bank since its introduction in January of
1996, stated, "It's an exciting time for everyone around here. In today's
environment of big corporate mergers, where the decision makers are moving
farther away, we are quite unique. People want decisions about their loans and
their investments - by moving the decision makers closer to the customer, we're
doing something no one else is!"
<PAGE>
PRESS RELEASE
Date: April 24, 1988
Contact: Tracey B. Moss
Community Bank Shares of Indiana, Inc.
Marketing Manager
202 E. Spring Street
New Albany, IN 47150
(812) 949-6885
For Release:
Immediately
Picture Available Upon Request
Changes At The Top, For Southern Indiana's Largest Local Bank
Southern Indiana's largest locally owned and headquartered bank holding
company, Community Bank Shares of Indiana, Inc., today announced the official
appointment of Michael L. Douglas as the corporation's new President and CEO,
replacing Robert E. Yates, who will be retiring May 20, of this year. For the
corporations local affiliates, Thomas M. Jones will be assuming the role
President and CEO for Community Bank of New Albany and Patrick J. Daily for
Heritage Bank of Jeffersonville, positions in which Yates had also previously
filled.
C. Thomas Young, Chairman of Community Bank Shares stated, "In a time
where our competitors are merging with larger institutions in other cities, we
went looking for financial experience in someone local." Young continued, "Mike
Douglas, a man I have known for many years, brings with him over 30 years of
experience in the financial industry. Mike's position as Vice-Chairman and Chief
Operating Officer of Electronic Payment Services will provide us with a unique
operations perspective. His local banking background along with his experience
with the nation's largest ATM processor, point of sale data capture, and
merchant credit card services, combined with his history of successfully
negotiating long-term financial agreements would have made Mike a natural choice
on its own. However, Mike also has a strong background in consumer banking,
recruiting, market expansion, product development and customer retention. The
combination of these skills makes him a perfect match for the future of
Community Bank Shares."
Young continued, "What the holding company provides is an opportunity
for a local bank board of directors to achieve economies in services such as
back office operations, loan servicing, human resources, and marketing services,
allowing the affiliate to maintain competitive pricing structures while still
providing the local decisions that differentiate it from its super regional
competitors. So, when we went looking for a new President/CEO, we knew that what
we wanted was someone with a breadth of financial experience whose analytical
skills could provide long term strategic guidance for future growth in the local
economies that its affiliates are located in."
Mike Douglas and his wife Judy are both graduates of New Albany High
School. Though his career in the financial service industry has taken him out of
town for short intervals, they have always maintained a residence in New Albany.
"This is our home, my fondness memories are here, I met my wife in high school,
we had two wonderful sons who both graduated from Providence, I played sports
here, and I spent the majority of my career here," stated Douglas. He later
added, "It's good to be back, working for the growth and prosperity of my
hometown. I've lived here most my life, and as I contemplated retirement, I knew
before any final decisions could be met, that I wanted to listen to the offer
from Community Bank Shares, a corporation whose strong local ties I have great
respect for."
Douglas continued, "The coming months are already proving to be
exciting. With the addition of NCF, of Bardstown, whose union should be
completed at the annual meeting later this month, and the final phases of
construction for our new corporate headquarters, we're going to have some
significant opportunities for growth in the future. I know I have some pretty
big shoes to fill in Bob (Yates), who was instrumental in achieving the record
earnings over the past few years, and I am looking forward to the challenge." He
added, "Before the offer from Community Bank Shares, I was planning my
retirement, but the opportunity to provide competitive local financial services
for my community and the tremendous scope of growth potential, was just the
situation I couldn't refuse."
<PAGE>
Current President and CEO, Bob Yates said, "After only a few weeks of
looking, the board was really fortunate to lure Mike away from an early
retirement. Mike's skill in acquisitions, industry analysis, and electronic
banking are going to be a real asset for the various banking affiliates and help
lead their future towards various growth opportunities. As a director, and a
shareholder, I have every confidence in Mike. We have already been working
together on some of the key opportunities for the coming year and his experience
is obvious."
Also to account for the retirement of Bob Yates, who previously held
the position of President and CEO for the holding company as well as both local
affiliates, Tom Jones was promoted to President and CEO of Community Bank and
Patrick Daily was promoted to President and CEO of Heritage Bank.
Jones, who has most recently served Community Bank as Senior Vice
President of Business Services, long, local history in banking led him to join
the bank in 1994 after leaving NBD, where he served as Vice President in the
southern Indiana regional commercial loan division. Jones currently serves as a
Board Member for New Albany's Rotary Club and as a cabinet member for Metro
United Way - Floyd Co. Jones will officially assume the role as President of
Community Bank May 20 when Yates retirement becomes official.
Also promoted, was current Senior Vice President and Chief Credit
Officer, Pat Daily, whose appointment as President and CEO of Heritage Bank, in
Jeffersonville, became official at last weeks board meetings. Daily has been
with the bank since its introduction in January of 1996. He stated, "It's an
exciting time for everyone around here. In today's environment of big corporate
mergers, where the decision makers are moving farther away, we are quite unique.
People want decisions about their loans and their investments - by moving the
decision makers closer to the customer, we're doing something no one else is!"
Michael L. Douglas replaces Robert E. Yates as of May 20 of this year.
Under Yates, Community Bank Shares of Indiana, Inc., the nation's first ever
mutual holding company, was formed in 1991, and in 1995 the company went public.
Total consolidated assets, before the affiliation with NCF, were reported at
$256,886,000 million. They are currently listed in the NASDAQ small cap market
under the call letters CBIN.
