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| RIVR > SEC Filings for RIVR > Form 8-K on 18-Oct-2012 | All Recent SEC Filings |
18-Oct-2012
Entry into a Material Definitive Agreement, Results of Operations and Financ
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.
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.
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.
(d) Exhibits
Exhibit No. Description
2.1 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
99.1 Press Release, dated October 16, 2012
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