Attached files
| file | filename |
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| EX-99.2 - GERMAN AMERICAN BANCORP, INC. | v198172_ex99-2.htm |
| EX-99.3 - GERMAN AMERICAN BANCORP, INC. | v198172_ex99-3.htm |
| EX-99.1 - GERMAN AMERICAN BANCORP, INC. | v198172_ex99-1.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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
4, 2010
GERMAN
AMERICAN BANCORP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Indiana
(State or
Other Jurisdiction of Incorporation)
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001-15877
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35-1547518
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(Commission File Number)
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(IRS Employer Identification No.)
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711
Main Street
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Box
810
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Jasper,
Indiana
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47546
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(812)
482-1314
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
x
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material
Definitive Agreement.
MERGER
AGEEMENT
On
October 4, 2010, German American Bancorp, Inc., an Indiana corporation (“German
American”) and American Community Bancorp, Inc., an Indiana corporation
(“American Community”), entered into an Agreement and Plan of Reorganization
(“Agreement”) pursuant to which American Community agreed to merge with and into
German American (the “Merger”). The Agreement provides that American Community’s
wholly-owned banking subsidiary, Bank of Evansville, will be merged with and
into German American’s wholly-owned banking subsidiary, German American Bancorp,
immediately following the Merger.
American
Community, through its wholly owned subsidiary, Bank of Evansville, provides a
full range of commercial and consumer banking services in the Evansville,
Indiana, area, from three banking offices located on the east, west and north
sides of the city. At June 30, 2010, American Community reported
total assets of approximately $312 million, total loans of approximately $246
million, and total deposits of approximately $269 million.
German
American beneficially owns 199,943 shares of American Community’s outstanding
common stock, which represents approximately 9.2% of American Community’s
presently outstanding common stock.
Under the
terms of the Agreement, American Community common shareholders (other than
German American in respect of its American Community shares) will receive 0.725
shares of German American common stock for each of their shares of American
Community common stock in a tax free exchange, plus a cash payment of $2.00 per
American Community share.
Based on
American Community’s number of common shares currently outstanding, German
American expects to issue approximately 1,435,000 shares of its common stock,
and pay approximately $3,960,000 cash, for all of the issued and outstanding
common shares of American Community that are not now owned by German
American. In addition, German American expects to pay approximately
$1,800,000
(estimated on the basis of German American’s October 4, 2010 closing price and
the number of dilutive options and warrants outstanding on that date) in
cancellation of options and warrants to purchase American Community common
stock, if the Merger is completed and such options and warrants are not
exercised, forfeited or otherwise terminated prior to the completion of the
Merger.
Consummation
of the Merger is subject to approval by federal and state banking regulatory
authorities, approval by the shareholders of American Community and certain
other conditions set forth in the Agreement. Assuming such approvals
are timely secured, German American expects that the Merger will be completed
around the end of 2010 or early in 2011.
The
Agreement contains (a) customary representations and warranties of German
American and American Community, including, among others, with respect to
corporate organization, capitalization, corporate authority, third party and
governmental consents and approvals, financial statements, and compliance with
applicable laws, (b) covenants of American Community to conduct its business in
the ordinary course until the Merger is completed; (c) covenants of American
Community to use reasonable efforts to preserve intact its business organization
and assets and maintain its rights and franchises, and (d) covenants of German
American and American Community to take, or not to take, certain actions during
such period. American Community has also agreed not to (i) solicit proposals
relating to alternative business combination transactions or (ii) enter into
discussions concerning, or provide confidential information in connection with,
any proposals for alternative business combination transactions.
Each
party’s obligation to consummate the Merger is subject to various conditions,
including (a) receipt of the requisite approval of the holders of American
Community common stock, (b) receipt of regulatory approvals, (c) effectiveness
of the registration statement to be filed by German American and exchange
listing approval, in each case with respect to the German American common stock
to be issued in the Merger, (d) the accuracy of the representations and
warranties of the other party, subject to a material adverse effect standard as
to inaccuracies that arise after the date of the Agreement and prior to
completion of the Merger, (e) compliance of the other party with its covenants
in all material respects, and (f) the absence of a material adverse effect of
the other party. In addition, German American’s obligation to
consummate the Merger is subject to the number of shares of American Community
that exercise statutory appraisal rights under Indiana law in relation to the
merger not exceeding certain amounts specified by the Agreement.
The
Agreement contains certain termination rights for German American and American
Community, as the case may be, applicable upon: (i) certain adverse regulatory
decisions in relation to the Merger, (ii) if the Merger has not been closed by
March 31, 2011; (iii) a failure of the other party to comply with such party's
covenants (subject to certain rights to cure in certain cases) or a breach of
the representations and warranties by the other party that would have a material
adverse effect on such party; or (iv) if the American Community shareholders
fail to approve the transaction by the required vote.
The
foregoing summarizes certain important provisions of the Agreement but does not
purport to be complete. The Agreement has been furnished as
Regulation FD Disclosure (not filed) as Exhibit 99.1 to this
Report. See “Cautionary Note regarding Representations and
Warranties” below for information that investors should understand when
reviewing this Agreement and its representations and warranties.
VOTING
AGREEMENT
German
American on October 4, 2010, entered into a Voting Agreement dated as of October
1, 2010, with Jack A. Strassweg and Four S Properties, LLC, a limited liability
company of which Mr. Strassweg is Manager (together, Four S Properties LLC and
Jack A. Strassweg are referred to in this Report as “Mr.
Strassweg”). Mr. Strassweg holds of record or beneficially an
aggregate of 166,083 shares of American Community common stock, which, according
to the number of shares reported to be currently outstanding by American
Community, represents as of October 4, 2010, approximately 7.7% of American
Community’s outstanding shares. Under the Voting Agreement, and
subject to its terms and conditions, Mr. Strassweg has agreed with German
American (and with American Community as a third-party intended beneficiary of
Mr. Strassweg’s promises under that Voting Agreement) to vote (or cause to be
voted) Mr. Strassweg’s shares in favor of the Merger at the American Community
common shareholders meeting that is required to be held under the Agreement (and
not exercise statutory dissenters rights of appraisal in relation to the
Merger), not to sell or encumber Mr. Strassweg’s shares to third parties, and
not to oppose the Merger, during the term of such Agreement.
The
foregoing summarizes certain important provisions of the Voting Agreement but
does not purport to be complete. The Voting Agreement has been
furnished as Regulation FD Disclosure (not filed) as Exhibit 99.2 to this
Report. See “Cautionary Note regarding Representations and
Warranties” below for information that investors should understand when
reviewing this Agreement and its representations and warranties.
CAUTIONARY
NOTE REGARDING REPRESENTATIONS AND WARRANTIES
The
representations and warranties of each party set forth in the Agreement or in
Voting Agreement have been made solely for the benefit of the other party to the
Agreement. The Agreement and the Voting Agreement are filed only to
provide investors with information regarding the terms of such documents, and
not to provide investors with any other factual information regarding the
parties or their respective businesses or affairs.
ADDITIONAL
INFORMATION
German
American will file a Registration Statement on Form S-4 that will include a
proxy statement of American Community and a prospectus of German American and
other relevant documents concerning the proposed merger with the Securities and
Exchange Commission. SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to
obtain a copy of the proxy statement/prospectus, as well as other filings
containing information about German American, without charge, at the Securities
and Exchange Commission’s website (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the Securities and Exchange Commission
that will be incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to Terri A. Eckerle,
Shareholder Relations, German American Bancorp, Inc., 711 Main Street, Box 810,
Jasper, Indiana 47546, telephone 812-482-1314 or John Schenk, Chief Financial
Officer, American Community Bancorp, Inc., 4424 Vogel Road, Evansville, Indiana,
47715, telephone 812-962-2265.
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in this release constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. You
can identify forward-looking statements by words such as “may,” “hope,” “will,”
“should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“predict,” “potential,” “continue,” “could,” “future” or the negative of those
terms or other words of similar meaning. You should read statements that contain
these words carefully because they discuss our future expectations or state
other “forward-looking” information. These forward-looking statements include,
but are not limited to, statements relating to the anticipated consummation of
the merger transaction and the expected effects of the transaction, anticipated
future operating and financial performance measures, including net interest
margin, credit quality, business initiatives, growth opportunities and growth
rates, among other things, and encompass any estimate, prediction, expectation,
projection, opinion, anticipation, outlook or statement of belief included
therein as well as the management assumptions underlying these forward-looking
statements. You should be aware that the occurrence of the events described
under the caption “Risk Factors” in German American’s filings with the
Securities and Exchange Commission could have an adverse effect on our business,
results of operations and financial condition. Should one or more of these risks
materialize, or should any such underlying assumptions prove to be significantly
different, actual results may vary significantly from those anticipated,
estimated, projected or expected.
Risks
that relate specifically to the proposed transaction that could cause actual
results to differ materially from current expectations of management include,
but are not limited to, the failure to obtain the required regulatory or
shareholder approvals or failure of any of the other conditions which would
result in the transaction not being completed, American Community's operations
may not be integrated successfully into German American's operations or such
integration may be more difficult, time-consuming or costly than expected, the
expected revenue synergies and cost savings from the transaction may not be
fully realized or realized within the expected timeframe, customer and employee
relationships and business operations may be disrupted by the transaction, and
the ability to complete the transaction on the expected timeframe may be more
difficult, time-consuming or costly than expected. In addition, risks that
relate to our businesses that could cause actual results to differ materially
from current expectations of management include, but are not limited to, changes
in the level of nonperforming assets and charge-offs, local, state and national
economic and market conditions, including the extent and duration of the current
volatility in the credit and financial markets, changes in our ability to
measure the fair value of assets in our portfolio, material changes in the level
and/or volatility of market interest rates, the performance and demand for the
products and services we offer, including the level and timing of withdrawals
from our deposit accounts, the costs and effects of litigation and of unexpected
or adverse outcomes in such litigation, our ability to attract
noninterest-bearing deposits and other low-cost funds, competition in loan and
deposit pricing, as well as the entry of new competitors into our markets
through de novo expansion and acquisitions, economic conditions and monetary and
other governmental actions designed to address the level and volatility of
interest rates and the volatility of securities, currency and other markets, the
enactment of legislation and changes in existing regulations, or enforcement
practices, or the adoption of new regulations, changes in accounting standards
and practices, including changes in the interpretation of existing standards,
that affect our consolidated financial statements, changes in consumer spending,
borrowings and savings habits, technological changes, changes in the financial
performance or condition of our borrowers, changes in our ability to control
expenses, changes in our compensation and benefit plans, greater than expected
costs or difficulties related to the integration of mergers, new products and
lines of business, natural disasters, environmental disasters, acts of war or
terrorism and other risks described in our filings with the Securities and
Exchange Commission.
Although
we believe that the expectations reflected in such forward-looking statements
are reasonable, we can give no assurance that such expectations will prove to be
correct. Except as required by law, we undertake no obligation to update or
revise any of this information, whether as the result of new information, future
events or developments or otherwise.
Item
7.01. Regulation FD
Disclosure.
On the
evening of October 4, 2010, German American and American Community issued a
joint press release, which is furnished (not filed) herewith as Exhibit 99.3,
making the first public announcement of their entry into the
Agreement. The Agreement and the Voting Agreement are likewise
furnished (not filed) herewith as Exhibits 99.1 and 99.2 to this Report,
respectively.
Item
9.01. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibits
None of
the following exhibits, all of which are furnished as Regulation FD information,
shall be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a
filing.
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99.1
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Agreement
and Plan of Reorganization among German American Bancorp, Inc., American
Community Bancorp, Inc, German American Bancorp, and Bank of Evansville,
dated October 4, 2010.
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99.2
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Voting
Agreement by and among German American Bancorp, Inc., Four S Properties,
LLC, and Jack A. Strassweg, dated as of October 1,
2010.
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99.3
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Joint
Press Release issued by German American Bancorp, Inc., and American
Community Bancorp, Inc., dated October 4,
2010.
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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.
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GERMAN
AMERICAN BANCORP, INC.
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Date: October
4, 2010
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By:
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/s/ Mark A. Schroeder |
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Mark
A. Schroeder, Chairman and
CEO
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INDEX TO
EXHIBITS
None of
the following exhibits, all of which are furnished as Regulation FD information,
shall be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a
filing.
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99.1
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Agreement
and Plan of Reorganization among German American Bancorp, Inc., American
Community Bancorp, Inc, German American Bancorp, and Bank of Evansville,
dated October 4, 2010.
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99.2
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Voting
Agreement by and among German American Bancorp, Inc., Four S Properties,
LLC, and Jack A. Strassweg, dated as of October 1,
2010.
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99.3
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Joint
Press Release issued by German American Bancorp, Inc., and American
Community Bancorp, Inc., dated October 4,
2010.
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