SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 21, 2000
CITIZENS BANCORP
(Exact name of registrant as specified in its charter)
INDIANA
(State or other jurisdiction of incorporation)
0-23313 35-2017500
(Commission File Number) (IRS Employer Identification No.)
60 South Main Street
Frankfort, Indiana 46041
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 654-8533
Item 5. Other Events
On March 21, 2000, Citizens Bancorp (the "Registrant") and Lincoln
Bancorp ("Lincoln") jointly announced the signing of a definitive agreement (the
"Agreement") pursuant to which Registrant will be merged with and into Lincoln
(the "Merger"). The Agreement provides that upon the effective date of the
Merger (the "Effective Time"), each shareholder of Citizens will receive .9375
shares of Lincoln's common stock and $9.375 in cash for each share of Citizens
common stock owned by such shareholder. Based on the closing price of Lincoln on
March 21, 2000 ($9.75), the transaction is valued at $18.52 per share and has an
aggregate value of approximately $17.8 million (assuming all outstanding stock
options of the Registrant are valued at the difference between the merger
consideration and the exercise price of the options).
Pursuant to General Instruction F to Form 8-K, the press release issued
March 21, 2000, concerning the Merger is incorporated herein by reference and is
attached hereto as Exhibit 20.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 2 Agreement and Plan of Reorganization between
Citizens Bancorp and Lincoln Bancorp dated March
21, 2000.
Exhibit 20 Press Release dated March 21, 2000.
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/ Fred W. Carter
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Fred W. Carter
Dated: March 23, 2000