German American Bancorp, Jasper, Ind., has agreed to acquire 1st Bancorp, Vincennes, Ind., for $57.1 million of stock.

The deal, expected to close during the first quarter of 1999, calls for German American to exchange $50.94 of its shares for each share of $260 million-asset 1st Bancorp.

George W. Astrike, chairman and chief executive officer of $600 million- asset German American, said the 1st Bancorp acquisition is a logical extension of his company's presence in southwestern Indiana. "We had a little hole in our market area," he said. "For some time we've had our eye on Knox County and the Vincennes market."

Mr. Astrike said the companies announced the deal earlier than they had planned, because they feared takeover rumors were driving up the asking price for 1st Bancorp's thinly traded stock. "It's difficult to keep these transactions under wraps in small communities," he said.

German American plans to maintain as subsidiaries 1st Bancorp's lead thrift, First Federal Bank, and its insurance subsidiary, First Title Insurance Co. The chairman and CEO of 1st Bancorp, C. James McCormick, is expected to join German American's board after the merger.

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