Attached files
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| EX-99.1 - GERMAN AMERICAN BANCORP, INC. | v207112_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):
January
1, 2011
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
2.01. Completion of Acquisition or Disposition of
Assets.
Effective
January 1, 2011 (the “Effective Time”), German American Bancorp, Inc. (“German
American”) acquired American Community Bancorp, Inc. (“American Community”), and
its subsidiaries, including the Bank of Evansville, pursuant to the
previously-reported Agreement and Plan of Reorganization dated October 4, 2010,
as amended (the “Merger Agreement”). The acquisition was accomplished
by the merger of American Community into German American (the “Merger”),
immediately followed by the merger of Bank of Evansville into German American’s
bank subsidiary (German American Bancorp).
American
Community, through Bank of Evansville, provided 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, and German
American Bancorp now operates these three offices as part of German American’s
Evansville Region. At September 30, 2010, American Community reported
total assets of approximately $326 million, total loans of approximately $243
million, and total deposits of approximately $282 million.
Under the
terms of the Merger Agreement, German American issued approximately 1,449,000
shares of its common stock to the former shareholders of American Community as
of the Effective Time. The terms of the Merger Agreement, including
the number of shares that were issued to American Community shareholders, were
determined by arms-length bargaining between American Community and German
American.
Each
American Community common shareholder of record at the Effective Time became
entitled on the Effective Time to receive 0.725 shares of German American common
stock for each of their former shares of American Community common stock,
subject to his or her surrender of the old American Community certificates to
the exchange agent designated by German American. Instructions and forms to
accomplish that surrender and exchange process are being mailed by the exchange
agent to each of American Community’s shareholders of record as of the Effective
Time.
German
American at the Effective Time owned 199,939 shares of American Community’s
outstanding common stock (approximately 9.1% of American Community’s common
shares then outstanding). All of these shares were cancelled at
the Effective Time and were not exchanged for shares of German American in the
Merger.
In
connection with the closing of the merger and as contemplated by the Merger
Agreement, American Community paid to its shareholders of record at the close of
business on December 15, 2010, a special cash dividend of $2.00 per American
Community share (an aggregate of $3,997,000 to shareholders other than German
American) and German American paid (or accrued an obligation to pay in 2011)
approximately $2,038,000 to persons who held in-the-money options and warrants
to purchase American Community common stock (all of which rights were cancelled
at the effective time and were not assumed by German American).
German
American’s registration statement on Form S-4 filed in respect of this merger
with the Securities and Exchange Commission, as amended by Amendment No. 1 filed
on November 15, 2010 (File No. 333-170068), included a proxy statement of
American Community (which also constituted a prospectus of German American) (the
“Proxy Statement/Prospectus”). The Proxy Statement/Prospectus included (in the
section headed “UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS”)
certain unaudited pro forma financial statements of German American as of (and
for certain periods ended) September 30, 2010, as adjusted for the Merger and
related transactions including the special cash dividend payment and the
option/warrant cancellation payments and accruals.
2
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
As a
result of the Merger, German American or its subsidiaries became liable for all
financial obligations of American Community and its subsidiaries, including
long-term debt obligations of American Community and Bank of Evansville that are
disclosed by American Community’s consolidated financial statements that are
included in the Proxy Statement/Prospectus and described by Note 6 of the Notes
to the Consolidated Financial Statements of American Community as of December
31, 2009 and for the year then ended (found at page F-16 of the Proxy
Statement/Prospectus).
These
long-term debt obligations included two junior subordinated debentures issued by
American Community in the aggregate unpaid principal amount of approximately
$8,248,000 as of September 30, 2010 and December 31, 2009. The junior
subordinated debentures were issued to an institutional trustee for
the benefit of ACB Capital Trust I and ACB Capital Trust II (“Trusts”)
on May 6, 2005 and July 15, 2005, respectively. The common capital securities of
the Trusts were wholly owned by American Community and are now wholly owned by
German American; each of the Trusts issued preferred capital securities to
unaffiliated investors with notional amounts that approximate the principal
amount of the junior subordinated debentures held by the Trusts. One of the
junior subordinated debentures is in the unpaid principal amount of
approximately $5,155,000, all of which principal is due in a single installment
in May 2035. The other junior subordinated debenture is in the unpaid
principal amount of approximately $3,093,000, all of which principal is due in a
single installment in July 2035. Interest is payable on each of the
junior subordinated debentures on a quarterly basis at a floating rate,
adjustable quarterly based on the 90-day LIBOR plus a specified
percentage. Interest rates on the junior subordinated debentures at
September 30, 2010, were 2.44% on the $5,155,000 debenture and 2.19%
on the $3,093,000 debenture.
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Effective
January 1, 2011, and pursuant to the requirements of the Merger Agreement
referenced in Item 2.01 of this Report, the Board of Directors of German
American (the “Board”) increased the size of the Board from 9 to 11 members,
apportioned the two vacancies caused by the increase in size of the Board among
the three classes of its directors, and elected individuals to fill the two
vacancies (each of whom to serve until the annual shareholders meeting in the
year indicated below, and until his successor is elected and has qualified), as
follows:
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·
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Chris
A. Ramsey, a former director of American Community, was appointed to serve
a term expiring at the annual meeting of shareholders in
2012
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·
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Marc
D. Fine, a former director of American Community, was appointed to serve a
term expiring at the annual meeting of shareholders in
2013
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The Board
also determined that neither of Mr. Ramsey nor Mr. Fine had any relationship to
German American or its officers or directors, which, in the opinion of the
Board, would interfere with the exercise of his duties as a director, and that
both of such new directors were therefore independent for purposes of the
application of the Board independence standards established by rules of
NASDAQ.
3
Each of
these new directors was also appointed to the board of directors of German
American Bancorp, the banking subsidiary of German American.
In
addition, each of the new directors was appointed to the following
committee(s) of the Board and of the board of directors of German American
Bancorp, and also either to the boards of directors of other subsidiaries of
German American or as corporate representative to the advisory board of German
American Bancorp for its Southern Region (which includes Evansville), as
follows:
Mr.
Ramsey:
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·
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Compensation
Committee
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·
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Finance
(ALCO) Committee
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·
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German
American Insurance, Inc. Board of
Directors
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·
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German
American Financial Advisors & Trust Company Board of
Directors
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4
Mr.
Fine:
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·
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Credit
Risk Management Committee
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·
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Southern
Region Advisory Board Corporate
Representative
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Each of the
two new directors is entitled to receive a payment in January 2011 equal to a
pro-rata portion (50%) of the annual retainer payment received by the other
members of the Board in 2010 for their service during the twelve-month period
ending at the 2011 annual reorganization meeting of the Board. In
addition, each of these new directors will be entitled to receive compensation
(in the form of meeting fees and otherwise) for (a) their service on the Board,
and on the board of directors of German American Bancorp and the board(s) of
directors of other subsidiaries of German American, (b) their service on
committees of the Board and such other board(s) of directors, and (c) their
service as a corporate representative to the Southern Region Advisory Board, all
on the same terms and conditions as other members of the Board receive
compensation (in the form of meeting fees and otherwise) for similar services
and positions. The terms of the director compensation program of
German American Bancorp, Inc., for the current twelve-month period ending at the
2011 annual reorganization meeting of the Board in which the two new directors
now participate (with the annual retainer pro-rated as set forth above) are
described in Exhibit 99.1 to this report and are incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
In
reliance upon General Instruction B.3 of Form 8-K, the Registrant is not
including in this report any financial statements of American Community Bancorp,
Inc., or any pro forma financial information related to the acquisition
transaction reported in Item 2.01 of this report, because the Registrant has
previously filed substantially the same information in its Registration
Statement on Form S-4 (File No. 333-170068), as amended by Amendment No. 1
thereto filed on November 15, 2010.
(d)
Exhibits
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2.1
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Agreement
and Plan of Reorganization by and among the Registrant, American Community
Bancorp, Inc., Bank of Evansville, and German American Bancorp, dated
October 4, 2010, as amended by First Amendment of Agreement and Plan of
Reorganization dated October 27, 2010. The copy of this exhibit
included as Annex A to the proxy statement/prospectus that was part of
Amendment No. 1 to the Registrant’s Registration Statement on Form S-4
(File No. 333-170068) is incorporated herein by
reference. Certain schedules have been omitted from the
Agreement as included in this exhibit. The omitted information is
considered immaterial from an investor’s perspective. The Registrant will
furnish supplementally a copy of any of any omitted schedule to the SEC
upon request from the SEC.
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99.1
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Description
of Director Compensation Arrangements for the 12 month period ending at
the 2011 Annual Reorganization Meeting of the Board of
Directors.
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5
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: January
4, 2011
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By:
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/s/ Mark A. Schroeder | |
| Mark A. Schroeder, Chairman and CEO | |||
6
INDEX TO
EXHIBITS
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99.1
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Description
of Director Compensation Arrangements for the 12 month period ending at
the 2011 Annual Reorganization Meeting of the Board of
Directors.
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