0000908834-12-000336.txt : 20121113 0000908834-12-000336.hdr.sgml : 20121112 20121113090952 ACCESSION NUMBER: 0000908834-12-000336 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121109 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121113 DATE AS OF CHANGE: 20121113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVER VALLEY BANCORP CENTRAL INDEX KEY: 0001015593 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351984567 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21765 FILM NUMBER: 121196101 BUSINESS ADDRESS: STREET 1: 430 CLIFTY DRIVE STREET 2: PO BOX 1590 CITY: MADISON STATE: IN ZIP: 47250 BUSINESS PHONE: 812-273-4949 MAIL ADDRESS: STREET 1: 430 CLIFTY DRIVE STREET 2: PO BOX 1590 CITY: MADISON STATE: IN ZIP: 47250 8-K 1 rvb_8k1109.htm rvb_8k1109.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):  November 9, 2012
 
 
River Valley Bancorp
(Exact Name of Registrant as Specified in Its Charter)
     
     
Indiana
000-21765
35-1984567
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
   
   
430 Clifty Drive, P.O. Box 1590, Madison, Indiana
47250-0590
(Address of Principal Executive Offices)
(Zip Code)
 
 
(812) 273-4949
(Registrant’s Telephone Number, Including Area Code)
 
 
N/A
(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:
 
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
 
On November 9, 2012, River Valley Bancorp (the “Registrant”) announced the closing and completion of the merger of River Valley Financial Bank (“River”), a federal savings association and wholly-owned subsidiary of Registrant (the “Merger”) with and into Dupont State Bank (“Dupont”), an Indiana commercial bank and wholly-owned subsidiary of Citizens Union Bancorp of Shelbyville, Inc. (“Citizens”). The Merger was effective on November 9, 2012.  The surviving entity is an Indiana commercial bank named River Valley Financial Bank, and is now wholly owned by the Registrant.
 
Citizens received $5,700,000 (the “Merger Consideration”) in the Merger. River used its working capital to pay the Merger Consideration. It remains a well-capitalized institution following the Merger but has adopted Board resolutions requiring it to achieve and maintain a minimum Tier 1 leverage capital ratio of 8.0% and 8.5% by December 31, 2012, and January 30, 2013, respectively, and a total risk-based capital ratio of 12%. River expects to achieve and maintain those capital ratios.
 
A copy of the Agreement is incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Registrant on December 5, 2011, to Exhibit 2.1 to the Form 8-K filed by Registrant on May 31, 2012, to Exhibit 2.1 to the Form 8-K filed by Registrant on June 29, 2012, to Exhibit 2.1 to the Form 8-K filed by Registrant on August 6, 2012 and to Exhibit 2.1 to the Form 8-K filed by Registrant on October 18, 2012.
 
The Merger will be accounted for as a purchase.
 
Pursuant to General Instruction F to Form 8-K, a press release issued by Registrant is attached hereto as Exhibit 99.1.
 
 
Item 9.01.  Financial Statements and Exhibits.
 
(a)           Financial statements of businesses acquired.
 
The financial statements of Dupont State Bank required by this Item will be filed in an amendment to this report no later than January 25, 2013.

(b)           Pro Forma Financial Information.
 
The pro forma financial information required by this Item will be filed in an amendment to this report no later than January 25, 2013.

(c)           Shell company transactions.
 
Not applicable.
 
(d)           Exhibits.
 
 
Exhibit No.
  
Description
       
 
2.1
  
Reorganization Agreement among River Valley Bancorp, River Valley Financial Bank, Citizens Union Bancorp of Shelbyville, Inc. and Dupont State Bank dated December 5, 2011, is incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed with the SEC on December 5, 2011.
       
 
2.2
  
First 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 May 31, 2012, is incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed with the SEC on May 31, 2012.
       
 
2.3
  
Second 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 June 29, 2012, is incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed with the SEC on June 29, 2012.
       
 
2.4
  
Third 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 July 31, 2012, is incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed with the SEC on August 6, 2012.
       
 
2.5
  
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, is incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed with the SEC on October 18, 2012.
       
 
99.1
  
Press Release dated November 9, 2012.

 
 
 


 
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.
 

 
Date: November 13, 2012
River Valley Bancorp
     
 
By:
 /s/ Matthew P. Forrester
   
Matthew P. Forrester
   
President and Chief Executive Officer

EX-99.1 2 rvb_8k1109ex.htm rvb_8k1109ex.htm
Exhibit 99.1
 
 
River Valley Bancorp Completes Acquisition of Dupont State Bank

 
For Immediate Release
Friday, November 9, 2012

River Valley Bancorp (NASDAQ: RIVR) on November 9, 2012, completed its acquisition of Dupont State Bank, an Indiana commercial bank wholly owned by Citizens Union Bancorp of Shelbyville, Inc. Under the terms of the agreement, River Valley Bancorp acquired all outstanding shares of common stock of Dupont State Bank at an aggregate purchase price of $5.7 million, payable in cash.

In conjunction with the acquisition, River Valley Financial Bank converted from a federally chartered thrift to a state chartered bank by merging with and into Dupont State Bank which has been renamed River Valley Financial Bank.

With the completion of the merger, the combined company will have approximately $493 million in assets, $310 million in loans and $385 million in deposits. The acquisition will expand River Valley’s branch network to North Vernon, Seymour and Dupont, Indiana. The combined company will have twelve branches across southeast Indiana and northern Kentucky. River Valley does not expect to close any of the Dupont branches.

Barnes & Thornburg LLP served as legal advisor to River Valley Bancorp. Frost Brown Todd LLC served as legal advisor to Dupont State Bank. Keefe, Bruyette & Woods served as financial advisor to River Valley Bancorp. Professional Bank Services served as financial advisor to Dupont State Bank.

 
About River Valley Bancorp

River Valley Bancorp is a $407 million unitary savings and loan holding company whose activities are primarily limited to holding the stock of River Valley Financial Bank. The Bank conducts a general banking business in southeastern Indiana and Carroll County, Kentucky which consists of attracting deposits from the general public and applying those funds to the origination of loans for consumer, residential and commercial purposes. More information on River Valley Bancorp may be obtained by visiting www.rvfbank.com

Contact:
Matthew P. Forrester - President, CEO
 
River Valley Bancorp
 
812-273-4949