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): September 4, 2002
METROBANCORP
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(Exact name of Registrant as specified in its charter)
Indiana 000-23790 35-1712167
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
10333 North Meridian Street, Suite 111, Indianapolis, Indiana 46290
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(Address of Principal Executive Offices) Zip Code
(317) 573-2400
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Registrant's telephone number, including area code)
Item 5. Other Events
On September 4, 2002, MetroBanCorp, an Indiana corporation, MetroBank, an
Indiana state-chartered bank ("MetroBank"), First Indiana Corporation ("FIC"),
FIC Acquisition Corporation, an Indiana corporation and wholly-owned subsidiary
of FIC ("Merger Sub"), and First Indiana Bank, National Association ("First
Indiana") entered into an Agreement and Plan of Merger (the "Merger Agreement").
Pursuant to the Merger Agreement, Merger Sub will merge with and into
MetroBanCorp, with MetroBanCorp as the surviving entity thereby becoming a
wholly-owned subsidiary of FIC; MetroBanCorp will then merge with and into FIC
(the "Company Merger"). Immediately thereafter, MetroBank will merge with and
into First Indiana, with First Indiana as the surviving entity thereby
continuing its existence under the federal banking laws (the "Bank Merger").
Collectively, the Company Merger and the Bank Merger will be referred to
hereinafter as the "Mergers". As a result of the Company Merger, each issued and
outstanding share of MetroBanCorp common stock will be converted into the right
to receive a cash amount equal to Seventeen and No/100 Dollars ($17.00) (the
"Conversion Price"). In addition, each outstanding option to purchase
MetroBanCorp common stock will be converted into the right to receive cash in an
amount equal to the excess of the Conversion Price over the exercise price. The
consummation of the Mergers is subject to the approval of the shareholders of
MetroBanCorp, receipt of necessary approvals under the state and federal banking
laws and other customary closing conditions.
In connection with the execution of the Merger Agreement, the Directors of
MetroBanCorp have entered into a Voting Agreement pursuant to which they have
agreed to vote certain shares of MetroBanCorp common stock, consisting of
approximately 26.66% of the outstanding shares of MetroBanCorp, in favor of the
Company Merger.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and a copy
of the Joint Press Release is attached as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated September 4,
2002, by and among MetroBanCorp, MetroBank, First
Indiana Corporation, FIC Acquisition Corp. and First
Indiana Bank, National Association.
99.1 Joint Press Release, dated September 4, 2002.
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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.
METROBANCORP
(Registrant)
Date: September 4, 2002 By: /s/ Charles V. Turean
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Charles V. Turean
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INDEX TO EXHIBITS
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of September 4,
2002, by and among MetroBanCorp, MetroBank, First
Indiana Corporation, FIC Acquisition Corp. and First
Indiana Bank, National Association.
99.1 Joint Press Release, dated September 4, 2002.
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