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):
January 4, 1999
GERMAN AMERICAN BANCORP
(Exact name of registrant as specified in charter)
Indiana 0-11244 35-1547518
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
711 Main Street, Jasper, Indiana 47546
(Address of principal executive offices)
Registrant's telephone number, including area code: (812) 482-1314
NA
(Former Name and Former Address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On January 4, 1999, in accordance with the Agreement and Plan of
Reorganization, dated August 6, 1998, by and among German American Bancorp (the
"Registrant") and 1ST BANCORP (the "Agreement"), the merger of 1ST BANCORP with
and into the Registrant was effected (the "Acquisition").
The Registrant is the surviving corporation in its merger with 1ST
BANCORP. As a result of the Acquisition, First Federal Bank, A Federal Savings
Bank, based in Vincennes Indiana, has become a wholly-owned subsidiary of the
Registrant and will continue to operate its properties and banking businesses.
Pursuant to the Acquisition, the Registrant issued to the shareholders
of 1ST BANCORP, effective January 4, 1999, approximately 2,040,000 shares. The
Acquisition is discussed more fully in the Press Release attached as Exhibit 99
and incorporated by reference.
Prior to these transactions, there were no material relationships
between (a) 1ST BANCORP or any of the affiliates, directors or officers of 1ST
BANCORP or any associates of any such directors or officers, on the one hand,
and (b) the Registrant, or any of the affiliates, directors or officers of the
Registrant or any associates of any such directors or officer, on the other
hand. The terms of these transactions were negotiated by the Registrant with 1ST
BANCORP on an arm's-length basis.
Item 5. Other Events.
In a privately-negotiated transaction that is unrelated to the
Acquisition reported in Item 2 above, the Registrant also acquired in January
1999 The Doty Agency, Inc., which operates a general insurance agency with
offices in Petersburg, Indiana.
Pursuant to the Agreement referenced in Item 2 of this report, C. James
McCormick (a member of the Board of Directors of 1ST BANCORP) has been added to
the Board of Directors of the Registrant effective January 4, 1999.
Pursuant to the previously-announced management succession plan adopted
by the Board of Directors of the Registrant in April 1998, Mark A. Schroeder,
President of the Registrant, became Chief Executive Officer of the Registrant
effective January 1, 1999. George W. Astrike, the Registrant's former Chief
Executive Officer, continues as Chairman of the Board of both the Registrant and
German American Bank.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired. The required financial
statements of 1ST BANCORP have been previously filed by the Registrant in the
Registrant's Registration Statement on Form S-4 relating to the Acquisition
(File No. 333-65633), by incorporation thereof by reference to the following 1ST
BANCORP reports filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended:
1. The unaudited consolidated balance sheet of 1ST BANCORP as of
September 30, 1998, and the related comparative unaudited consolidated
statements of income and cash flows for the three months ended September 30,
1998 and September 30, 1997, together with the accompanying notes, as included
in 1ST BANCORP's Quarterly Report on Form 10-Q for the quarter ended September
30, 1998.
2. The consolidated balance sheets of 1ST BANCORP as of June 30, 1998
and 1997, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three years
ended June 30, 1998, together with the accompanying notes, and the report of
independent accountants with respect to those financial statements, as included
in 1ST BANCORP's Annual Report on Form 10-K for its fiscal year ended June 30,
1998.
Because such information has been previously reported by the Registrant, it need
not be filed as part of this Current Report pursuant to General Instruction B(3)
to Form 8-K.
(b) Pro forma financial information. The Registrant expects to amend this
Current Report on or before March 22, 1999 (the first business day following the
sixtieth day following the date that the Acquisition is required to be reported
on Form 8-K), to furnish under Item 7 the pro forma financial information
required by Article 11 of Regulation S-X with respect to the Acquisition at and
for the nine months ended September 30, 1998. Pro forma condensed financial
statements as of and for the six month period ended June 30, 1998, and for each
of the three years ended December 31, 1997, have been previously reported by the
Registrant in its Form S-4 relating to the Acquisition (File No. 333-65633).
(c) Exhibits.
The following exhibits are filed as part of this Report:
2. Agreement and Plan of Reorganization between the Registrant and 1ST
BANCORP, dated August 6, 1998. This exhibit is incorporated by
reference from Exhibit 2 to the Registrant's Registration Statement on
Form S-4 filed October 14, 1998.
99. Press release dated January 4, 1999, announcing consummation of the
Acquisition.
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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.
GERMAN AMERICAN BANCORP
Date: January 13, 1999 By: /s/ Mark A. Schroeder
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Mark A. Schroeder
President and Chief Executive Officer