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)
October 8, 1997
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 October 8, 1997, Indiana United Bancorp, an Indiana corporation
("Registrant"), entered into an Agreement and Plan of Merger (the "Agreement")
with P.T.C. Bancorp, an Indiana corporation having its principal executive
offices in Brookville, Indiana ("PTC"), pursuant to which PTC will merge with
and into Registrant (the "Merger") and each of the shares of Common Stock of PTC
at the effective time of the Merger will be converted into the right to receive
1.075 Common Shares of Registrant. Registrant expects to issue approximately
1,136,417 Common Shares in connection with the Merger. A copy of the Agreement
is filed as an exhibit to this Current Report. The Merger is intended to be a
"reorganization" under Section 368(a) of the Internal Revenue Code of 1986, as
amended, and is intended to qualify as a "pooling of interests" for accounting
and financial reporting purposes. Consummation of the Merger is conditioned on,
among other things, the approval of the Merger by the shareholders of Registrant
and PTC, the receipt of all required regulatory approvals and the receipt of
opinions relating to tax and accounting matters. The Merger is expected to be
completed in the first quarter of 1998.
Upon consummation of the Merger, Registrant's board of directors will be
comprised of an equal number of directors from each party to the Merger.
Registrant's current Chairman, President and Chief Executive Officer, Robert E.
Hoptry, will be Registrant's Chairman and Chief Executive Officer following the
Merger, PTC's current President and Chief Executive Officer, James L. Saner,
will be Registrant's President and Chief Operating Officer following the Merger
and PTC's current Chairman, Robert S. Dunevant, will be Registrant's Vice
Chairman of the Board. Registrant will have assets totaling almost $650 million
following the Merger. The Merger is expected to be accretive to Registrant's
1998 earnings per share.
The foregoing is merely a summary of the terms of the Agreement and the
Merger and other transactions contemplated by the Agreement, and is qualified in
its entirety by the actual provisions of the Agreement, and the exhibits
thereto, which are included as an exhibit to this Current Report and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession:
Agreement and Plan of Merger, dated as of October 8, 1997,
between Indiana United Bancorp and P.T.C. Bancorp.
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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 its behalf by the
undersigned thereunto duly authorized.
INDIANA UNITED BANCORP
By: /s/ Robert E. Hoptry
------------------------------------
Robert E. Hoptry, Chairman, President
and Chief Executive Officer
Dated: October 20, 1997
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION OF DOCUMENT NUMBERED
- ------- ----------------------- ------------
2 Agreement and Plan of Merger, dated as of October 8, 1997,
between Indiana United Bancorp and P.T.C. Bancorp.
4