Form 8-K/A - Current report: [Amend]

 

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

 

Date of Report (Date of earliest event reported): February 1, 2025

 

GERMAN AMERICAN BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Indiana

(State or other jurisdiction of incorporation)

 

001-15877		35-1547518
(Commission File Number)		(IRS Employer Identification No.)

 

711 Main Street
Jasper, Indiana		47546
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

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:

 

¨    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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		GABC		Nasdaq Global Select Market

 

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A) is an amendment to the Current Report on Form 8-K of German American Bancorp, Inc. dated February 3, 2025 (the “Original Report”). This Form 8-K/A is being filed to correct an error in the reporting of the cash payment amount paid to option holders in the second sentence of the second paragraph of Item 2.01 of the Original Report. The cash payment amount paid to option holders was similarly reported incorrectly in the press release attached as Exhibit 99.1 to the Original Report. This Form 8-K/A amends and restates in its entirety the second sentence of the second paragraph of Item 2.01 of the Original Report. In addition, a copy of the corrected press release is furnished herewith as Exhibit 99.1 to this Form 8-K/A. Other than as set forth in this Form 8-K/A, the remainder of the Original Report remains unchanged. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Report.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

Each option to acquire a share of Heartland common stock outstanding at the closing of the Merger has been cancelled in exchange for the right to receive a cash payment equal to (i) $154.60 per share, which is equal to the Exchange Ratio multiplied by the volume-weighted average price of the Company’s common shares over the ten (10) consecutive trading days ending on January 28, 2025, less (ii) the option exercise price per share, and less (iii) any applicable withholding taxes.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

	Exhibit No.	Description
	99.1	Press release, dated February 3, 2025, issued by German American Bancorp, Inc.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* * * * * *

 

 

 

 

SIGNATURE

 

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.

 

	GERMAN AMERICAN BANCORP, INC.
Date:   February 4, 2025	By:	/s/ D. Neil Dauby
		D. Neil Dauby, Chairman and Chief Executive Officer

 

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Exhibit 99.1

 

NEWS RELEASE

 

For additional information, contact:

D. Neil Dauby, Chairman and Chief Executive Officer

Bradley M. Rust, President and Chief Financial Officer

[phone]

 

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GERMAN AMERICAN ANNOUNCES COMPLETION OF MERGER WITH HEARTLAND BANCCORP AND HEARTLAND BANK

 

JASPER, Ind., February 3, 2025 – German American Bancorp, Inc. (Nasdaq: GABC) announced today that it has completed its merger with Heartland BancCorp, the parent company of Heartland Bank, effective at 12:01 a.m. (Eastern time) on February 1, 2025. Immediately following completion of the holding company transaction, Heartland Bank merged with and into German American’s banking subsidiary, German American Bank.

 

Each Heartland shareholder of record at closing (other than the Heartland 401(k) Plan) is entitled to receive 3.90 shares of German American common stock (the “Exchange Ratio”) for each of their shares of Heartland common stock, subject to their surrender of the old Heartland shares 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 Heartland’s shareholders of record as of closing.

 

The beneficial owners of Heartland shares held in the Heartland 401(k) Plan are entitled to receive a cash payment equal to $161.19 per share, which is equal to the Exchange Ratio multiplied by the closing trading price of German American’s common shares on January 31, 2025.

 

Each option to acquire a share of Heartland common stock outstanding at the closing of the merger has been cancelled in exchange for the right to receive a cash payment equal to (i) $154.60 per share, which is equal to the Exchange Ratio multiplied by the volume-weighted average price of German American’s common shares over the ten (10) consecutive trading days ending on January 28, 2025, less (ii) the option exercise price per share, and less (iii) any applicable withholding taxes.

 

Giving effect to the merger, the combined organization will have a community branch network of 94 locations across Indiana, Kentucky and Ohio and would have had approximately $8.3 billion in total assets as of December 31, 2024.

 

“We expect this strategic transaction will be accretive to German American’s earnings per share during the twelve months following completion of the transaction with a relatively quick tangible book value earn back period,” stated D. Neil Dauby, Chairman and CEO of German American. “We also expect our pro forma capital ratios will continue to exceed regulatory well-capitalized levels providing ongoing financial strength and future growth opportunities.”

 

Dauby continued, “This strategic partnership will bring together two high-performing, community-oriented organizations and expand German American’s footprint into Columbus and Cincinnati, Ohio, two of the most vibrant and fastest-growing markets in the Midwest. We share the same culture and commitment to serving our customers and our communities with a relationship-based approach. We are excited to welcome the Heartland customers, employees, communities and shareholders to the German American family.

 

 

 

 

NEWS RELEASE

 

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As contemplated by the terms of the merger agreement, G. Scott McComb, Heartland’s Chairman, President and CEO, and Ronnie R. Stokes, another Heartland board member, have been appointed to the German American Bancorp and German American Bank boards of directors, effective February 1, 2025.

 

Many members of the Heartland Executive and senior teams will continue to serve the combined organization as regional management to provide local leadership and decision making while the customer/client focused Heartland banking and wealth management teams will continue to serve the financial and investment needs of individuals and businesses throughout the Greater Columbus and Cincinnati communities.

 

Commenting on the merger, Mr. McComb stated, “This strategic partnership with a like-minded, larger community bank will enable us to continue our strong brand and growth trajectory within the markets we serve. It will also allow us to deepen and broaden our current and prospective customer relationships with enhanced financial service offerings. Strategically and culturally, Heartland and German American are exceptionally well aligned with a strong commitment to the community banking business model. That model, centered on delivering an exceptional customer experience and a willingness to invest in local communities, which Ohio has come to know and love from Heartland, will continue to propel the combined organization’s success.”

 

Keefe, Bruyette & Woods, Inc., A Stifel Company served as financial advisor on the transaction to German American and Dentons Bingham Greenebaum LLP served as legal counsel.

 

Raymond James & Associates, Inc. served as the financial advisor on the transaction to Heartland and Hunton Andrews Kurth LLP served as legal counsel.

 

Forward-Looking Statements

 

This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected benefits of the merger (the “Merger”) between German American Bancorp, Inc. (“German American”) and Heartland BancCorp (“Heartland”), including future financial and operating results, cost savings, enhanced revenues, and accretion/dilution to reported earnings that may be realized from the Merger, as well as other statements of expectations regarding the Merger, and other statements of German American’s goals, intentions and expectations; statements regarding German American’s business plan and growth strategies; statements regarding the asset quality of German American’s loan and investment portfolios; and estimates of German American’s risks and future costs and benefits, whether with respect to the Merger or otherwise.

 

 

 

 

NEWS RELEASE

 

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These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of German American and Heartland will not be integrated successfully or such integration may be more difficult, time-consuming, or costly than expected; expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; revenues following the Merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the Merger; the ability of German American to complete integration and attract new customers; possible changes in economic and business conditions; the impacts of epidemics, pandemics or other infectious disease outbreaks; the existence or exacerbation of general geopolitical instability and uncertainty; possible changes in monetary and fiscal policies, and laws and regulations; possible changes in the creditworthiness of customers and the possible impairment of collectability of loans; fluctuations in market rates of interest; competitive factors in the banking industry; changes in the banking legislation or regulatory requirements of federal and state agencies applicable to bank holding companies and banks like German American’s affiliate bank; continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; changes in market, economic, operational, liquidity, credit, and interest rate risks associated with German American’s business; and other risks and factors identified in German American’s cautionary language included under the headings “Forward-Looking Statements and Associated Risk” and “Risk Factors” in German American’s Annual Report on Form 10-K for the year ended December 31, 2023, and other documents subsequently filed by German American with the SEC. German American does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this press release. In addition, German American’s past results of operations do not necessarily indicate its anticipated future results.

 

About German American

 

German American Bancorp, Inc. (Nasdaq: GABC) is a financial holding company based in Jasper, Indiana. German American, through its banking subsidiary German American Bank, operates 94 banking offices located throughout Indiana (central/southern), Kentucky (northern/central/western), and Ohio (central/ southwest). In Columbus, Ohio and Greater Cincinnati, the Company does business as Heartland Bank, a Division of German American Bank. The Company also owns an investment brokerage subsidiary, German American Investment Services, Inc.

 

 

 

Cover	Feb. 01, 2025
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	false
Document Period End Date	Feb. 01, 2025
Entity File Number	001-15877
Entity Registrant Name	GERMAN AMERICAN BANCORP, INC.
Entity Central Index Key	0000714395
Entity Tax Identification Number	35-1547518
Entity Incorporation, State or Country Code	IN
Entity Address, Address Line One	711 Main Street
Entity Address, City or Town	Jasper
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	47546
City Area Code	812
Local Phone Number	482-1314
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	GABC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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