Attached files
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| EX-99.1 - PRESS RELEASE - RIVER VALLEY BANCORP | rvb_8k1012ex991.htm |
| EX-2.1 - 4TH AMENDMENT TO REORGANIZATION AGREEMENT - RIVER VALLEY BANCORP | rvb_8k1012ex21.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
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Date of report (Date of earliest event reported) October 12, 2012
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River Valley Bancorp
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(Exact Name of Registrant as Specified in Its Charter)
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Indiana
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000-21765
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35-1984567
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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430 Clifty Drive
P.O. Box 1590
Madison, Indiana
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47250-0590
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(Address of Principal Executive Offices)
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(Zip Code)
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(812) 273-4949
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(Registrant’s Telephone Number, Including Area Code)
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Effective as of October 12, 2012, River Valley Bancorp (the “Registrant”), Citizens Union Bancorp of Shelbyville, Inc. (“Citizens”), River Valley Financial Bank (“River”), and Dupont State Bank (“Dupont”) entered into an amendment (the “Amendment”) to its previously announced Reorganization Agreement among Registrant, Citizens, River and Dupont dated December 5, 2011, as previously amended (the “Agreement”). Under the Agreement, River Valley Financial Bank (“River”), a wholly-owned subsidiary of Registrant, will merge (the “Merger”) with Dupont (“Dupont”), an Indiana commercial bank and wholly-owned subsidiary of Citizens. The surviving entity which will be an Indiana commercial bank named River Valley Financial Bank, will be wholly owned by Registrant from and after the closing.
The Amendment reduced the purchase price payable to Citizens for the common stock of Dupont from $6,275,000 to $5,700,000.
A copy of the Amendment is attached hereto as Exhibit 2.1 and incorporated by reference herein.
Cautionary Statement
The representations, warranties and covenants contained in the Agreement were made only for purposes of such Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Registrant, or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in Registrant’s public disclosures.
Item 2.02 Results of Operations and Financial Condition.
On October 16, 2012, River Valley Bancorp issued a press release reporting its results of operations and financial condition for the third quarter ended September 30, 2012.
A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On October 17, 2012, the Board of Governors of the Federal Reserve System approved the Merger. The Federal Deposit Insurance Corporation approved the Merger on October 15, 2012. The parties expect that the Merger will close on November 9, 2012, subject to customary closing conditions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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2.1
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Fourth Amendment to Reorganization Agreement among River Valley Bancorp, River Valley Financial Bank, Citizens Union Bancorp of Shelbyville, Inc. and Dupont State Bank dated as of October 12, 2012
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99.1
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Press Release, dated October 16, 2012
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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 hereto duly authorized.
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Date: October 18, 2012
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RIVER VALLEY BANCORP
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By:
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/s/ Matthew P. Forrester
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Matthew P. Forrester, President and CEO
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EXHIBIT INDEX
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Exhibit No.
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Description
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2.1
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Fourth Amendment to Reorganization Agreement among River Valley Bancorp, River Valley Financial Bank, Citizens Union Bancorp of Shelbyville, Inc. and Dupont State Bank dated as of October 12, 2012
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99.1
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Press Release, dated October 16, 2012
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