As filed with the Securities and Exchange Commission on May 29, 1996
Registration No. 333-04013
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________________________
AMERIANA BANCORP
_____________________________________________
(Exact name of Registrant as Specified in Its Charter)
Indiana 35-1782688
____________________________ ________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2118 Bundy Avenue
New Castle, Indiana 47362-1048
____________________________________________________
(Address of Principal Executive Offices)
Ameriana Bancorp
1996 Stock Option and Incentive Plan
Certain Grants of Stock Options to Directors
____________________________________________________
(Full Title of the Plan)
Harry J. Bailey, President
Ameriana Bancorp
2118 Bundy Avenue
New Castle, Indiana 47362-1048
____________________________________________________
(Name and Address of Agent For Service)
(317) 529-2230
____________________________________________________
(Telephone number, including area code, of agent for service)
Copy to:
Gary R. Bronstein, Esquire
K. Scott Fife, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
EXPLANATORY NOTE
This Registration Statement contains two parts: the first part
contains a Prospectus prepared in accordance with the requirements of Part I of
Form S-3 (in accordance with Section C of the General Instructions to Form S-8)
which covers re-offers and re-sales by the Selling Shareholders listed in the
Prospectus of shares of Common Stock of the Company issued or to be issued upon
exercise of options granted to certain directors outside of the stock option
plans maintained by the Registrant.
The second part contains information required in the Registration
Statement pursuant to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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*Documents containing information required by Part I of this
Registration Statement will be sent or given to each optionee in accordance with
Rule 428(b)(1). In accordance with the Note to Part I of Form S-8, certain of
such documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements.
FORM S-3
Reoffer
Prospectus 15,000 Shares
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_________________________
AMERIANA BANCORP
_________________________
COMMON STOCK
(Par Value $1.00 Per Share)
_________________________
This Prospectus is being used in connection with the offering, from
time to time, by certain shareholders (the "Selling Shareholders") of Ameriana
Bancorp (the "Company"), of up to 15,000 shares (the "Shares") of common stock,
par value $1.00 per share (the "Common Stock"), of the Company which have been
or may be acquired pursuant to the exercise of options (the "Options") granted
to certain directors of the Company outside of any stock option plan maintained
by the Company. The Shares have been issued or are issuable to the Selling
Shareholders pursuant to and upon the exercise of Options granted or which may
be granted under certain stock option agreements between the Company and the
Selling Shareholders. The Company has received or will receive various amounts
ranging from approximately $5.00 to $10.375 for each Share issued upon the
exercise of Options. The Company will not receive any of the proceeds from the
sale of the Shares by the Selling Shareholders. All expenses of registration
incurred in connection with this offering are being borne by the Company, but
all selling and other expenses incurred by the Selling Shareholders in
connection with the sale of the Shares will be borne by them.
The Company is not aware of any underwriting arrangements with respect
to the sale by the Selling Shareholders of any of the Shares.
The issued and outstanding Common Stock of the Company is listed on
the National Association of Securities Dealers Automated Quotation, National
Market System ("NMS"). Shares of Common Stock which may be issued upon exercise
of Options will also be listed on the NMS. On May 14, 1996, the average of the
bid and asked prices of the Common Stock on the NMS was $13.0625 per share. The
Shares may be offered by or for the account of the Selling Shareholders, from
time to time, on the NMS or on any stock exchange on which the Shares may be
listed at the time of sale, in negotiated transactions, or through a combination
of such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. The Selling Shareholders may effect such
transactions by selling Shares to or through broker-dealers who may receive
compensation in the form of discounts, concessions, or commissions from the
Selling Shareholders and/or the purchaser of Shares for whom such broker-dealers
may act as agent or to whom the sell as principal, or both (which compensation
as to a particular broker-dealer might be in excess of customary commissions).
Any broker-dealer acquiring Shares from a Selling Shareholder may sell such
shares in its normal market making activities, through other brokers on a
principal or agency basis, in negotiated transactions, or through a combination
of such methods. See "Selling Shareholders" and "Plan of Distribution."
FOR INFORMATION CONCERNING THE COMPANY'S CURRENT FINANCIAL POSITION
AND OTHER IMPORTANT FACTORS, SEE "RISK FACTORS" AND "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
THE PURCHASE OF SECURITIES BEING OFFERED HEREBY IS SUBJECT TO CERTAIN
MATERIAL RISKS. SEE "RISK FACTORS" AT PAGES 3 AND 4 OF THIS PROSPECTUS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, THE OFFICE OF THRIFT SUPERVISION,
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE COMMISSION, OFFICE OR CORPORATION, OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR
ANY OTHER GOVERNMENTAL AGENCY, AND INVOLVE INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
The date of this Prospectus is May 17, 1996.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information herein is correct as of any time subsequent to
the date hereof.
TABLE OF CONTENTS
Page No.
Description
Available Information 1
Incorporation of Certain Documents by Reference 1
The Company 2
Risk Factors 3
Use of Proceeds 4
Selling Shareholders 5
Plan of Distribution 5
Indemnification 6
Legal Matters 9
Experts 9
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commissioner"). Such reports,
proxy statements, and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices: the
Northeast Regional Office, Seven World Trade Center, Suite 1300, New York, New
York 10048, and the Midwest Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained by written request from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the Company's main
office at 2118 Bundy Avenue, New Castle, Indiana 47362, and the Company's
reports and proxy statements may be inspected at such offices.
A registration statement on Form S-8, together with all amendments,
exhibits and documents incorporated therein by reference (the "Registration
Statement"), has been filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Shares offered by this Prospectus.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Statements in this Prospectus as to
the contents of exhibits are not necessarily complete, and each statement is
qualified in all respects by reference to the copies of documents filed or
incorporated by reference as exhibits to the Registration Statement or otherwise
filed with the Commission. See also "Incorporation of Certain Documents by
Reference."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (or parts thereof) filed with the Commission by
the Company are incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 as filed with the Commission on March 29, 1996
(Commission File No. 0-18392).
(b) The Company's Current Report on Form 8-K dated February 26, 1996
as filed with the Commission on February 29, 1996 (Commission File No. 0-18392).
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 as filed with the Commission on May 2, 1996 (Commission File No.
0-18392).
(d) The description of the Common Stock contained in the registration
statement filed under the Exchange Act registering the Common Stock under the
Exchange Act, including any amendment or reports filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment indicating that all of the Shares offered
hereby have been sold, or deregistering all of the Shares that, at the time of
such post-effective amendment, remain unsold, shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any document
incorporated by reference herein which is deemed to be modified or superseded,
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company shall furnish without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, copies of any or all of the documents
which are incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Written or telephone requests for such documents should be
directed to the Corporate Secretary, Ameriana Bancorp, 2118 Bundy Avenue, New
Castle, Indiana 47362, telephone (317) 529-2230.
1
THE COMPANY
Ameriana Bancorp (the "Company") was incorporated under Indiana law in
August 1989 for the purpose of becoming the holding company for Ameriana Savings
Bank, F.S.B., New Castle, Indiana (the "Bank"). On March 19, 1990, the Company
acquired all of the Bank's outstanding common stock, and each previously
outstanding share of the Bank's common stock became a share of the Company's
common stock, in connection with the Bank's reorganization into the holding
company form of ownership.
On August 31, 1992, the Company acquired all of the outstanding common
stock of Deer Park Financial Corporation ("DPFC"), the former holding company
for Deer Park Federal Savings and Loan Association, Cincinnati, Ohio (the
"Association"). Subsequently, DPFC was dissolved and liquidated into the
Company, leaving the Association as a direct subsidiary of the Company.
The Company holds all of the stock of the Bank and Association and,
through them, operates two separate savings institutions. In addition, the
Company owns Indiana Title Insurance Company, which provides title insurance
services in Central Indiana. In 1995, the Company invested $1,458,849 in a
minority interest in a limited partnership organized to acquire and manage real
estate investments which qualify for federal tax credits. The Company's
executive offices are the same as those of the Bank described below.
The Bank is a federally chartered savings bank which began operations in
1890. Since 1935, the Bank has been a member of the Federal Home Loan Bank
System, and its savings deposits have been federally insured. On February 25,
1987, the Bank converted to a capital stock savings bank. The Bank's main office
is located at 2118 Bundy Avenue, New Castle, Indiana. It also conducts business
through five branch offices located in New Castle, Middletown, Knightstown,
Greenfield and Anderson, Indiana. In 1995, the Bank purchased land in Avon,
Indiana on which the Bank plans to construct a new branch in 1996. The Bank,
through a wholly owned subsidiary, also operates an insurance agency with
offices in New Castle, Anderson and Greenfield, Indiana, has an ownership
interest in a life insurance underwriting firm located in New Orleans,
Louisiana, and offers a full line of investments and securities products through
its brokerage center.
The business of the Bank consists primarily of attracting deposits from
the general public and originating mortgage loans on single family residences,
and to a lesser extent on multi-family housing and commercial property. The Bank
also makes home improvement loans and consumer loans and through its subsidiary
engages in insurance and brokerage activities. The principal sources of funds
for the Bank's lending activities include deposits received from the general
public, principal amortization and prepayment of loans. The Bank's primary
sources of income are interest and fees on loans and interest on investments.
The Bank has engaged from time to time in purchasing loans and loan
participations in the secondary market. The Bank also invests in various federal
and government agency obligations and other investment securities permitted by
applicable laws and regulations, including mortgage-backed securities. The
Bank's principal expenses are interest paid on deposit accounts and operating
expenses incurred in the operation of the Bank.
The Association is a federally chartered savings and loan association
which began operations in 1915. The Association has been a member of the Federal
Home Loan Bank System since 1933, and its savings deposits have been federally
insured since 1952. On February 26, 1988, the Association converted to a capital
stock savings and loan association.
The Association's main office is located at 7200 Blue Ash Road,
Cincinnati, Ohio. It also conducts business through a branch office located in
Cincinnati, Ohio. In 1995, the Association requested regulatory clearance to
close this branch, and the Association plans to do so in 1996. The Association's
primary market area includes Deer Park and nearby communities in Hamilton
county, as well as adjoining Butler, Clermont and Warren counties.
The business of the Association consists primarily of attracting
deposits from the general public and originating permanent and construction
first mortgage loans on one- to four-family residences, as well as second
2
mortgage loans on such properties and other types of consumer loans. The
Association also invests in mortgage-backed securities. The principal sources
of funds for the Association's lending activities include deposits received from
the general public, principal amortization and prepayment of loans. The
Association's primary sources of income are interest and fees on loans and
interest on investments. The Association's principal expenses are interest paid
on deposit accounts and operating expenses.
RISK FACTORS
Prospective investors should consider, among other things, the following
factors in connection with a decision to purchase the Common Stock offered
hereby.
SOURCES OF REVENUE FOR THE COMPANY
The Company's principal asset is its investments in the capital stock
of the Bank and in the capital stock of the Association. Because it does not
generate any significant revenues independent of the Bank and the Association,
the Company's ability to declare and make dividend payments or to make
distributions in respect of its Common Stock is dependent on the extent to which
it receives dividends from the Bank and the Association. The ability of the
Bank and the Association to pay dividends to the Company is dependent on their
ability to generate earnings and is subject to a number of regulatory
restrictions and tax considerations. Under current regulations of the Office of
Thrift Supervision (the "OTS"), in order to pay dividends without prior approval
of the OTS, a savings institution must satisfy all of its applicable regulatory
capital requirements. The Bank and the Association currently comply with their
regulatory capital requirements and are considered "well-capitalized" under
applicable banking regulations. At December 31, 1995, the Bank's regulatory
capital ratios were 12.7%, 12.7%, and 24.0%, respectively, for tangible, core
and risk-based capital, compared to OTS regulatory capital requirements of
1.50%, 3.00% and 8.00%, respectively. On the same date, the Association's
regulatory capital ratios were 7.8%, 7.8% and 14.8%, respectively for tangible,
core and risk-based capital. Should the Bank or the Association in the future
fail to meet regulatory capital requirements, the institution failing to meet
such requirements might be unable to pay dividends to the Company. Further,
even assuming they continue to satisfy such requirements, the Bank and the
Association will be restricted by applicable OTS regulations from paying
dividends beyond a specified percentage of their earnings and excess capital,
and will be required to furnish the OTS with 30 days' prior written notice of
any proposed dividend. The OTS will have the opportunity to object to any
proposed dividend during such period. At December 31, 1995, the Bank had $16.6
million and the Association had $1.7 million available for the payment of
dividends to the Company under current OTS regulations. If the Company were
denied access to the earnings of the Bank or the Association, whether by
regulatory restriction, inadequate earnings or deterioration in the Bank's
financial condition, the Company's ability to pay dividends on or make cash
distributions in respect of the Common Stock would be significantly impaired.
POTENTIALLY ADVERSE IMPACT OF INTEREST RATES AND ECONOMIC AND INDUSTRY
CONDITIONS
The savings institution industry is affected by fluctuations in market
interest rates. Like most savings institution holding companies, the Company's
net interest income is affected by general economic and other factors that
influence market interest rates and the Company's ability to respond to changes
in such rates. General economic conditions also affect the credit quality of
the Company's assets. Adverse economic conditions may affect the ability of the
Bank's and Association's borrowers to repay loans, particularly in the areas of
commercial real estate and consumer lending. To the extent that changes in
interest rates and economic conditions adversely affect the Company's financial
condition and results of operations, the Company's ability to make distributions
in respect of the Common Stock may be impaired.
Significant and rapid changes have occurred in the savings institution
industry in recent years, and the future of the industry is subject to various
uncertainties. The traditional role of savings institutions as the nation's
primary housing lenders is diminishing and savings institutions are subject to
increasing competition from commercial banks and mortgage bankers. The savings
institution industry also faces a volatile and uncertain regulatory environment
3
in which applicable laws, regulations and enforcement policies are subject to
significant change. There can be no assurance that changes in the savings
institution industry, regulatory and otherwise, will not adversely affect the
financial condition and results of operations of the Company and, as a result,
impair its ability to pay dividends on or make distributions in respect of the
Common Stock.
CONSUMER LOANS
The consumer loans granted by the Bank and the Association have included
loans on automobiles and other consumer goods, as well as education loans, loans
secured by savings accounts, credit cards, and secured and unsecured lines of
credit. In 1995, the Company continued to increase the amount of its automobile
loans outstanding as part of its strategic plan. The increase in such loans was
$14.1 million and $11.4 million in 1995 and 1994, respectively. Consumer loans
pose additional risks of collectibility when compared to traditional types of
loans granted by thrift institutions such as residential first mortgage loans.
DEPOSIT INSURANCE PREMIUM DISPARITY; ASSESSMENT ON DEPOSITS
The Bank's and Association's savings deposits are both insured by the
Savings Association Insurance Fund ("SAIF"), which is administered by the
Federal Deposit Insurance Corporation ("FDIC"). The assessment rate currently
ranges from 0.23% of deposits for well capitalized institutions to 0.31% of
deposits for undercapitalized institutions.
The FDIC also administers the Bank Insurance Fund ("BIF"), which has the
same designated reserve ratio as the SAIF. On August 8, 1995, the FDIC adopted
an amendment to the BIF risk-based assessment schedule which lowered the deposit
insurance assessment rate for most commercial banks and other depository
institutions with deposits insured by the BIF to a range of from 0.31% of
insured deposits for undercapitalized BIF-insured institutions to 0.04% of
deposits for well-capitalized institutions, which constitute over 90% of BIF-
insured institutions. The FDIC amendment became effective September 30, 1995.
Subsequently, the FDIC reduced the premium rate for the most highly rated BIF-
insured institutions to the statutory minimum of $1,000 per semi-annual period.
The FDIC amendment creates a substantial disparity in the deposit insurance
premiums paid by BIF and SAIF members and places SAIF-insured savings
institutions at a significant competitive disadvantage to BIF-insured
institutions.
To alleviate this disparity, one proposal being considered by the U.S.
Department of Treasury, the FDIC, and the U.S. Congress provides that a one-time
assessment estimated to be 85 to 90 basis points be imposed on all SAIF-insured
deposits to cause the SAIF insurance fund to reach its designated reserve ratio
(currently 1.25%). An assessment equal to 85 basis points would result in a
pre-tax charge to earnings of $2.4 million for the Company, on a consolidated
basis. Once this special assessment is made and the SAIF is fully
recapitalized, the two funds would eventually be merged into one fund. There
can be no assurance that this proposal or any other proposal will be implemented
or that premiums for either fund will not be adjusted in the future by the FDIC
or legislative action.
The payment of a special assessment would severely and negatively
impact the Bank's results of operations. However, if such a special assessment
is imposed and the SAIF is recapitalized, it could have the effect of reducing
the Bank's insurance premium in the future, thereby creating equal competition
between BIF-insured and SAIF-insured institutions.
In addition, another proposal under consideration by Congress would
require savings associations to convert their charters to that of commercial
banks in connection with a merger of the BIF and the SAIF. Under current tax
laws, a savings association converting to a commercial bank charter must
recapture into taxable income the portion of the tax debt reserve that exceeds
the pre-1988 tax loan loss reserve. If this legislation is enacted into law,
the Bank might also no longer be allowed to use the reserve method for tax loan
loss provisions, but be required to change to the charge-off method for tax
purposes. No certainty exists that the pending legislation will be enacted into
law.
4
USE OF PROCEEDS
The Shares which may be sold under this Prospectus will be sold for the
respective accounts of each of the Selling Shareholders. Accordingly, the
Company will not realize any proceeds from the sale of the Shares. The Company,
however, will derive net proceeds of approximately $62,625 if all of the
currently unexercised Options are exercised. Such proceeds will be available to
the Company for working capital and general corporate purposes. No assurance can
be given, however, as to when or if any or all of the Options will be exercised.
See "Selling Shareholders" and "Plan of Distribution."
SELLING SHAREHOLDERS
The following table sets forth (i) the name of each Selling Shareholder,
(ii) the nature of any position, office, or other material relationship which
each such Selling Shareholder has had with the Company or any of its affiliates
within the last three (3) years, (iii) the number of Shares offered for each
Selling Shareholder's account, and (iv) the number of Shares and the percentage
owned by each such Selling Shareholder after completion of the offering,
assuming that all Shares offered pursuant to this Prospectus are sold.
Total Shares Number of Shares
Selling Relationship to Owned Prior to Offered for Selling
Shareholder the Company Offering (1) Shareholder's Account
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Charles M. Drackett, Jr. (2) Director 6,800 * 5,000
Michael E. Kent Director 15,000 * 5,000
Ronald R. Pritzke (3) Director 6,795 * 5,000
_________
* Represents less than 1% of the outstanding Common Stock.
(1) Includes shares that may be acquired within 60 days upon exercise of
outstanding options.
(2) Includes 2,000 shares which may be acquired from the Company within 60
days upon exercise of Options. The exercise price of the Options is
$5.375 per share.
(3) Includes 5,000 shares which may be acquired from the Company within 60
days upon exercise of Options. The exercise price of the Options is
$10.375 per share.
PLAN OF DISTRIBUTION
The sales of the Shares by the Selling Shareholders may be effected,
from time to time, on the NMS or on any stock exchange on which the Shares may
be listed at the time of sale, in negotiated transactions, or through a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Shareholders may
effect such transactions by selling Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions, or commissions from the Selling Shareholders and/or the purchasers
of Shares for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular broker-dealer might be
in excess of customary commissions).
The Selling Shareholders and any broker-dealers that act in connection
with the sale of the Shares hereunder might be deemed to be "Underwriters"
within the meaning of Section 2(11) of the Securities Act; any commissions
received by them and any profit realized on the resale of Shares as principals
might be deemed to be underwriting compensation under the Securities Act.
5
Any broker-dealer acquiring Shares from a Selling Shareholder may sell
the Shares either directly, in its normal market-making activities, through or
to other brokers on a principal or agency basis, or to its customers. Any such
sales may be at prices then prevailing on the NMS, at prices related to such
prevailing market prices, at negotiated prices, or at prices reflecting the
application of a combination of such methods.
The Company has advised the Selling Shareholders that anti-manipulative
Rules 10b-5, 10b-6 and 10b-7 promulgated under the Exchange Act may apply to
their sales in the market. The Company has furnished the Selling Shareholders
with copies of these rules, and has informed the Selling Shareholders of the
possible need for them to deliver copies of this Prospectus in connection with
their resales of the Shares. The Selling Shareholders may indemnify any broker-
dealer that participates in transactions involving sale of the Shares against
certain liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such broker-
dealers, and, if any such broker-dealer purchases shares as a principal, any
profits received on the resale of such Shares may be deemed to be underwriting
discounts and commissions under the Securities Act.
Upon the Company's being notified by any Selling Shareholders that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act, setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such Shares were sold by the Selling Shareholder, the commissions paid or
discounts or concessions allowed by the Selling Shareholder to such broker-
dealer(s), and where applicable, that such broker-dealer(s), did not conduct any
investigation to verify the information set out in this Prospectus.
Any Shares which qualify for resale pursuant to Rule 144 promulgated
under the Securities Act may be sold under the Rule rather than pursuant to this
Prospectus.
There can be no assurance that the Selling Shareholders will sell all or
even any of the Shares which may be offered by them or any of them hereunder.
INDEMNIFICATION
Federal Regulations clearly define areas for indemnity coverage by
Ameriana Savings Bank, F.S.B. (the "Bank") and Deer Park Federal Savings and
Loan Association (the "Association"), as follows:
(a) Any person against whom any action is brought by reason of the fact
that such person is or was a director or officer of the Bank or the Association
shall be indemnified by the Bank or the Association, respectively, for:
(i) Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred by such person in
connection with proceedings related to the defense or settlement
of such action;
(ii) Any amount for which such person becomes liable by reason
of any judgment in such action;
(iii) Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred in any action to
enforce his rights under this section, if the person attains a
final judgment in favor of such person in such enforcement
action.
(b) Indemnification provided for in subparagraph (a) shall be made to such
officer or director only if the requirements of this subparagraph are met:
(i) The Bank or the Association, as applicable, shall make the
indemnification provided by subparagraph (a) in connection with
any such action which results in a final judgment on the merits
in favor of such officer or director.
6
(ii) The Bank or the Association, as applicable, shall make the
indemnification provided by subparagraph (a) in case of
settlement of such action, final judgment against such director
or officer or final judgment in favor of such director or officer
other than on the merits except in relation to matters as to
which he shall be adjudged to be liable for negligence or
misconduct in the performance of his duty, only if a majority of
the directors of the Bank or the Association, as applicable,
determines that such a director or officer was acting in good
faith within what he was reasonably entitled to believe under the
circumstances was the scope of his employment or authority and
for a purpose which he was reasonably entitled to believe under
the circumstances was in the best interest of the Bank or the
Association, as applicable, or their members or shareholders.
(c) As used in this paragraph:
(i) "Action" means any action, suit or other judicial or
administrative proceeding, or threatened proceeding, whether
civil, criminal, or otherwise, including any appeal or other
proceeding for review;
(ii) "Court" includes, without limitation, any court to which or
in which any appeal or any proceeding for review is brought;
(iii) "Final Judgment" means a judgment, decree, or order which
is appealable and as to which the period for appeal has expired
and no appeal has been taken;
(iv) "Settlement" includes the entry of a judgment by consent or
by confession or upon a plea of guilty or of nolo contendere.
The Association has a directors and officers liability policy providing for
insurance against certain liabilities incurred by directors and officers of the
Association while serving in their capacities as such, however, the Bank
maintains no such policy.
Article XVIII of the Company's Articles of Incorporation sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.
A. Persons. The Corporation shall indemnify, to the extent provided in
-------
paragraphs B, D or F:
1. any person who is or was a director, officer, employee, of the
Corporation; and
2. any person who serves or served at the Corporation's request
as a director, officer, employee, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.
B. Extent -- Derivative Suits. In case of a threatened, pending or
--------------------------
completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his holding a position named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for amounts (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit.
C. Standard -- Derivative Suits. In case of a threatened, pending or
----------------------------
completed action or suit by or in the right of the Corporation, a person named
in paragraph A shall be indemnified only if:
1. he is successful on the merits or otherwise; or
7
2. he acted in good faith in the transaction which is the subject
of the suit or action, and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation, including, but not limited to,
the taking of any and all actions in connection with the Corporation's response
to any tender offer or any offer or proposal of another party to engage in a
Business Combination (as defined in Article XV of the Company's Articles of
Incorporation) not approved by the board of directors. However, he shall not be
indemnified in respect of any claim, issue or matter as to which he has been
adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought shall determine, upon application, that
despite the adjudication but in view of all the circumstances, he is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.
D. Extent -- Nonderivative Suits. In case of a threatened, pending or
-----------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts actually and reasonably incurred by him in connection with the defense
or settlement of the nonderivative suit, including, but not limited to (i)
expenses (including attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.
E. Standard -- Nonderivative Suits. In case of a nonderivative suit, a
-------------------------------
person named in paragraph A shall be indemnified only if:
1. he is successful on the merits or otherwise; or
2. he acted in good faith in the transaction which is the
subject of the nonderivative suit and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, including, but not
limited to, the taking of any and all actions in connection with the
Corporation's response to any tender offer or any offer or proposal of another
party to engage in a Business Combination (as defined in Article XV of the
Company's Articles of Incorporation) not approved by the board of directors and,
with respect to any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. The termination of a nonderivative suit by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
---- ----------
its equivalent shall not, in itself, create a presumption that the person failed
to satisfy the standard of this paragraph E.2.
F. Determination That Standard Has Been Met. A determination that the
----------------------------------------
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:
1. the board of directors by a majority vote of a quorum
consisting of directors of the Corporation who were not parties to the action,
suit or proceeding; or
2. independent legal counsel (appointed by a majority of the
disinterested directors of the Corporation, whether or not a quorum, or, if
there is no disinterested director, appointed by a court of competent
jurisdiction) in a written opinion; or
3. the shareholders of the Corporation.
G. Proration. Anyone making a determination under paragraph F may
---------
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.
H. Advance Payment. The Corporation may pay in advance any expenses
---------------
(including attorneys' fees) which may become subject to indemnification under
paragraphs A-G if the person receiving the payment undertakes in writing to
repay the same if it is ultimately determined that he is not entitled to
indemnification by the Corporation under paragraphs A-G.
8
I. Nonexclusive. The indemnification and advancement of expenses provided
------------
by paragraphs A-H or otherwise granted pursuant to Indiana law shall not be
exclusive of any other rights to which a person may be entitled by law, bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise.
J. Continuation. The indemnification and advance payment provided by
------------
paragraphs A-H shall continue as to a person who has ceased to hold a position
named in paragraph A and shall inure to his heirs, executors and administrators.
K. Insurance. The Corporation may purchase and maintain insurance on
---------
behalf of any person who holds or who has held any position named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A-H of this Article XVIII.
L. Savings Clause. If this Article XVIII or any portion hereof shall be
--------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVIII that shall
not have been invalidated and to the full extent permitted by applicable law.
The Company does not maintain insurance against certain liabilities
incurred by directors and officers of Ameriana while serving in their capacities
as such.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Registrant pursuant to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1995 and 1994, and for the two years then ended have been audited by Geo. S.
Olive & Co., LLC, independent auditors, and for the year ended December 31,
1993, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their respective reports, and are incorporated by reference in this
Prospectus in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Housley Kantarian & Bronstein, P.C., 1220 19th Street, N.W.,
Suite 700, Washington, D.C. 20036.
9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
Ameriana Bancorp (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information concerning the Company filed with the Commission may be inspected
and copies may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 as filed with the Commission on March 29, 1996
(Commission File No. 0-18392).
(b) The Company's Current Report on Form 8-K dated February 26,
1996 as filed with the Commission on February 29, 1996 (Commission File No.
0-18392).
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 as filed with the Commission on May 2, 1996 (Commission
File No. 0-18392).
(d) The description of the Common Stock contained in the
registration statement filed under the Exchange Act registering the Common
Stock under the Exchange Act, including any amendment or reports filed for the
purpose of updating such description.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C),
14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 AFTER THE DATE HEREOF AND
PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON STOCK, PAR
VALUE $1.00 PER SHARE ("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY
REFERENCE IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE
OF FILING OF SUCH DOCUMENTS.
10
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Certain of the shares to be reoffered or resold pursuant to this
Registration Statement may have been acquired directly or indirectly from the
Company or an affiliate of the Company in one or more transactions not involving
any public offering. The Company does not believe that any of such transactions
would not have been exempt from registration under the Securities Act of 1933,
including Section 4(2) thereof, which exempts transactions by an issuer not
involving any public offering.
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1934, to treat each post-effective amendment as a new
registration statement relating to the securities offered, and the offering of
the securities at that time to be the initial bona fide offering.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
4. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of New Castle, State of Indiana, as of
May 28, 1996.
AMERIANA BANCORP
By: /s/ Harry J. Bailey
-----------------------------
Harry J. Bailey
President and
Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the date indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Paul W. Prior Chairman of the Board May 28, 1996
- ----------------------------
Paul W. Prior
/s/ Harry J. Bailey President, Chief Executive May 28, 1996
- ----------------------------
Harry J. Bailey Officer and a Director
(Principal Executive Officer)
/s/ Howard J. Pruim Senior Vice President and May 28, 1996
- ----------------------------
Howard J. Pruim Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Donald C. Danielson Director May 28, 1996
- ----------------------------
Donald C. Danielson
/s/ Charles M. Drackett, Jr. Director May 28, 1996
- ----------------------------
Charles M. Drackett, Jr.
/s/ R. Scott Hayes Director May 28, 1996
- ----------------------------
R. Scott Hayes
/s/ Michael E. Kent Director May 28, 1996
- ----------------------------
Michael E. Kent
/s/ Ronald R. Pritzke Director May 28, 1996
- ----------------------------
Ronald R. Pritzke