FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 7, 1997
GERMAN AMERICAN BANCORP
(Exact name of registrant as specified in charter)
Indiana 0-11244 35-1547518
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
711 Main Street, Jasper, Indiana 47546
(Address of Principal Executive Offices)
(812) 482-1314
(Registrant's telephone number, including area code)
NA
(Former Name and Former Address, if changed since last report)
ITEM 5. OTHER EVENTS
German American Bancorp (the `Company'') has signed two separate agreements
which provide for the merger of two Southwestern Indiana bank holding companies
and their subsidiaries into the Company. An Offer of Merger dated October 6,
1997 provides for the merger of CSB Bancorp (`CSB - Petersburg'') and its
wholly-owned banking subsidiary, The Citizens State Bank of Petersburg while a
Letter of Intent dated that same day calls for a merger of FSB Financial
Corporation (`FSB - Francisco'') and its wholly-owned subsidiary The Francisco
State Bank into the Company.
Under the terms of the Offer of Merger, German American Bancorp will issue
between 928,572 shares and 1,137,500 shares to CSB - Petersburg shareholders,
depending upon German American's average common stock price (as adjusted for the
Company's two-for-one stock split) during a period prior to the date of the
merger closing. CSB - Petersburg operates two banking facilities in Petersburg,
Pike County, Indiana.
In connection with the FSB - Francisco merger, the Company is expected to issue
common stock with an aggregate market value in excess of $2,000,000.00 based on
the September 30, 1997 common stock price. FSB - Francisco operates two banking
facilities in Gibson County, Indiana.
Both transactions are subject to the approval of definitive merger agreements by
the Boards of Directors of all the parties, approvals of shareholders, bank
regulatory approvals, and other conditions. Both transactions are contemplated
to become effective in early 1998. These two acquisitions are described more
fully in the Press Releases, Merger Offer and Letter of Intent which are
attached hereto and incorporated by reference.
ITEMS 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
Exhibit No. Description
2.1 Second Amended and Restated Offer of Merger between German
American Bancorp and CSB Bancorp dated October 6, 1997.
2.2 Letter of Intent dated October 6, 1997 between FSB Financial
Corporation and German American Bancorp.
99.1 Press Release issued by the Company regarding CSB Bancorp
dated October 21, 1997.
99.2 Press Release issued by the Company on October 30, 1997 on Letter
of Intent of FSB - Francisco.
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.
Date: November 7, 1997 German American Bancorp
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By:/s/ John M. Gutgsell
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