SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
November 5, 1999
INDIANA UNITED BANCORP
(Exact Name of Registrant as Specified in its Charter)
INDIANA
(State or Other Jurisdiction of Incorporation)
0-12422 35-1562245
(Commission File Number) (I.R.S. Employee Identification No.)
201 N. BROADWAY, GREENSBURG, INDIANA 47240
(Address of principal executive offices) (Zip Code)
(812) 663-0157
Registrant's telephone number, including area code:
ITEM 5. OTHER EVENTS.
On November 5, 1999, Indiana United Bancorp ("Registrant") entered into a
definitive agreement to acquire First Affiliated Bancorp, Inc. ("FAB"), Watseka,
Illinois, in a merger transaction in which FAB will be merged into a newly
formed subsidiary of Registrant formed to facilitate the acquisition (the
"Merger"). In the Merger, each outstanding share of FAB will be converted into
the right to receive 4.4167 common shares of Registrant if the average price of
a share of Registrant for a 20 trading day period prior to the closing is at
least $20 and not more than $22.50 at the time of the merger. If the average
price of a share of Registrant for such period is less than $20 at the time of
the merger, FAB shareholders (and holders of options to acquire FAB shares) will
receive common shares of Registrant having a aggregate average value during such
period of approximately $21 million. If the average price of a share of
Registrant for such period is more than $22.50 at the time of the merger, FAB
shareholders will receive common shares of Registrant having a aggregate average
value during such period of approximately $23.6 million.
The Merger will be a tax-free exchange and is expected to be accounted for
on a "pooling of interests" basis. The transaction is subject to satisfaction of
certain conditions including approval by the Federal Reserve Board,
effectiveness of a Registration Statement on Form S-4 covering the shares of
Registrant to be issued in the Merger and the affirmative vote of the
shareholders of FAB. A copy of the Merger Agreement is filed herewith.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits.
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2 Agreement and Plan of Merger dated as of November 5,
1999 among Indiana United Bancorp, FAB Merger
Corporation and First Affiliated Bancorp, Inc.
99 News Release dated November 9, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on behalf by the undersigned
thereunto duly authorized.
INDIANA UNITED BANCORP
By: /s/ JAMES L. SANER, SR.
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James L. Saner, Sr.,
President and Chief
Executive Officer
Dated: November 12, 1999
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
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2 Agreement and Plan of Merger dated as of November 5, 1999 among
Indiana United Bancorp, FAB Merger Corporation and First Affiliated
Bancorp, Inc.
99 News Release dated November 8, 1999.
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