1
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): April 3, 2001
FOUNDATION BANCORP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 0-21297 31-1465239
- ---------------------------- --------------------- -----------------------
(State or other jurisdiction (Commission File No.) (IRS Employer I.D. No.)
of incorporation)
25 Garfield Place, Cincinnati, Ohio 45202
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 721-0120
------------------------
2
Item 5. Other Events.
On April 3, 2001, Foundation Bancorp, Inc. ("Foundation"), an Ohio
corporation, Garfield Acquisition Corp. ("Acquisition Company"), an Ohio
corporation, Garfield Acquisition Sub Corp. ("Acquisition Sub"), an Ohio
corporation, and George J. Budig ("Budig"), entered into an Agreement and Plan
of Reorganization (the "Agreement"). Acquisition Sub is wholly owned by
Acquisition Company, and all shares of Acquisition Company are owned by Budig.
The Agreement sets forth the terms and conditions under which
Acquisition Company will acquire all of the issued and outstanding shares of
Foundation in exchange for a cash payment of $17.60 per share, subject to rights
of dissenting shareholders under Ohio law and to certain further terms,
conditions, limitations and procedures set forth in the Agreement. The
acquisition will be accomplished through the merger of Acquisition Sub into
Foundation (the "Corporate Merger").
The Agreement provides that each holder of an option to acquire
Foundation Stock ("Foundation Option") shall receive the right to a cash payment
equal to the difference between $17.60 and the exercise price per share of the
Foundation Option, and each holder of an unvested share of Foundation restricted
stock that was acquired under the Foundation Savings Bank Recognition and
Retention Plan and Trust Agreement shall be entitled to receive a cash payment
equal to $17.60 for each share of such restricted stock.
Consummation of the Corporate Merger is subject to the approval of the
stockholders of Foundation and the receipt of all required regulatory approvals,
as well as other customary conditions.
The Agreement and the press release issued by Foundation, Acquisition
Company, Acquisition Sub and Budig on April 3, 2001, are attached as exhibits to
this report and are incorporated herein by reference. The foregoing summary of
the Agreement does not purport to be complete and is qualified in its entirety
by reference to the Agreement.
Item 7. Financial Statements and Exhibits.
(a) and (b) Not applicable.
(c) Exhibits.
2 Agreement and Plan of Reorganization, dated
as of April 3, 2000, by and among Foundation
Bancorp, Inc., Garfield Acquisition Corp.,
Garfield Acquisition Sub Corp., and George
J. Budig.
99 Press Release dated April 3, 2001
3
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 thereunto duly authorized.
FOUNDATION BANCORP, INC.
By: /s/ Laird L. Lazelle
--------------------------------
Laird L. Lazelle, President
Date: April 11, 2000
4
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
2 Agreement and Plan of Reorganization, dated as of April 3,
2000, by and among Foundation Bancorp, Inc., Garfield
Acquisition Corp., Garfield Acquisition Sub Corp., and George
J. Budig.
99 Press Release dated April 3, 2001