UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 15, 2012
Date of report (Date of earliest event reported): December 28, 2012
White River Capital, Inc.
(Exact name of registrant as specified in its charter)
Indiana	000-51493	35-1908796
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6051 El Tordo, P.O. Box 9876, Rancho Santa Fe, California		92067
(Address of principal executive offices)		(Zip Code)
(858) 997-6740
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) xý 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEffective ~~November~~January 154, ~~2012~~2013, the board of directors of White River Capital, Inc. (“White River”) ~~and~~approved ~~its~~grants ~~wholly-owned~~of ~~subsidiary,~~restricted ~~Coastal~~common ~~Credit,~~stock ~~L.L.C. (“Coastal Credit”), entered into a Second Amendment~~ to ~~Employment~~each ~~Agreement~~of ~~and~~the ~~First~~White ~~Amendment~~River todirectors ~~Amended~~under ~~and~~White ~~Restated~~River’s ~~Terms~~2005 ofStock ~~Long-Term Cash~~ Incentive ~~Award~~Plan (the “~~Second Amendment~~Plan”) ~~with~~as ~~William~~partial E.consideration ~~McKnight,~~to the ~~President~~directors ~~and~~for ~~Chief~~board ~~Executive~~service ~~Officer~~during ~~of Coastal Credit~~2012. ~~The~~These ~~Second~~restricted ~~Amendment~~stock ~~will~~grants ~~only~~were ~~become~~made ~~effective~~in ~~upon~~lieu ~~the closing~~ of the ~~previously~~issuance ~~announced~~of ~~merger~~shares of ~~White~~common ~~River~~stock ~~and~~under ~~Coastal~~the ~~Credit~~White ~~Merger~~River ~~Sub~~Capital, Inc., anDirectors ~~affiliate~~Stock ofCompensation ~~Parthenon~~Plan ~~Capital Partners~~ (the “~~Merger~~Directors Plan”)~~. If~~ ~~the~~for ~~closing~~2012 ofboard ~~the Merger does not occur, the Second Amendment will have no effect, and Mr~~service. The ~~McKnight’s~~restricted ~~employment~~stock ~~will~~grants bewere ~~governed~~made byto ~~the~~each ~~terms~~ of the ~~Employment~~White ~~Agreement~~River ~~dated May 18~~directors, ~~2009~~including ~~between~~John ~~Coastal~~M. ~~Credit~~Eggemeyer, ~~White~~III, ~~River~~Thomas C. Heagy, ~~and~~William MrE. McKnight, asDaniel ~~amended~~W. byPorter, aRichard ~~First~~D. ~~Amendment~~Waterfield, toand ~~Employment~~John ~~Agreement~~W. ~~dated~~Rose. Each ~~May~~grant ~~10,~~is ~~2011,~~subject ~~along~~to ~~with~~ the ~~Amended~~terms and ~~Restated~~conditions ~~Terms~~ of ~~Long-Term Cash Incentive Award dated May 10, 2011. The following is~~ a ~~description~~stock ofaward ~~the~~agreement ~~material~~entered ~~terms~~into ofunder the ~~Second~~Plan ~~Amendment~~between toWhite ~~Mr.~~River ~~Knight’s~~and ~~employment~~each ~~agreement~~grantee.

~~Under~~Pursuant to each stock award agreement, White River granted to the ~~Second~~director ~~Amendment~~on the date of grant, Mrwhich is January 4, 2013, 909 shares of common stock, without par value, of White River (the “Shares”) as a restricted stock award. Notwithstanding ~~McKnight~~the foregoing, if the closing date of White River’s previously announced merger with Coastal Credit Merger Sub, Inc. (the “Merger”) does not occur prior to the third business day following the first public release by White River of annual ~~performance~~consolidated ~~bonus~~financial ~~opportunity~~information ~~has~~for ~~been~~2012 (but no later than March 15, 2013) (the “Determination Date”), then the award agreement will be amended to provide ~~that~~for ~~upon~~the additional grant or forfeiture of a number of shares of restricted stock such that the ~~closing~~total number of granted shares of restricted stock will equal the ~~Merger~~quotient obtained by dividing $20,000 ~~with~~by ~~respect~~the tofair ~~any~~market ~~calendar~~value ~~year~~of ~~after~~one ~~2012~~White River share on the Determination Date (orwhich ~~shorter~~is ~~period~~equal ifto Mrthe number of shares the director would have received under the Directors Plan for 2012 board service). The ~~McKnight’s~~Shares ~~employment~~will isvest ~~terminated~~in ~~prior~~one installment, in full, upon the earlier to occur of: (i) the ~~end~~closing date of the ~~calendar~~Merger; ~~year~~or (ii), Mrthe second business day following the Determination Date. Notwithstanding ~~McKnight~~the ~~will~~foregoing, ~~receive~~upon the occurrence of a ~~guaranteed~~“Vesting ~~annual~~Event” ~~bonus~~(as ~~payment~~defined ofin ~~$150~~the Plan),~~000,~~ ~~plus~~the 1directors will become 100% vested in any outstanding unvested Shares. For purposes of the ~~annual~~Plan, ~~normalized~~“Vesting ~~net~~Event” ~~pre-tax~~generally ~~income~~means (1) the occurrence of ~~Coastal~~a ~~Credit~~change in control of White River, or ~~its~~(2) ~~successor~~the ~~for~~termination ~~such~~of ~~calendar~~a ~~year~~participant’s service to White River (other than for cause or ~~shorter~~other ~~period)~~reasons ifor ~~Coastal~~conditions ~~Credit~~specified in an award agreement as conditions that would prevent a Vesting Event from occurring on or ~~its~~after ~~successor~~termination) ~~has~~following ~~annual~~the ~~normalized~~approval ~~net~~by ~~pre-tax~~White ~~income~~River’s shareholders of ~~$16~~any ~~million~~matter, plan, or ~~more~~transaction ~~for~~which ~~such~~would ~~calendar~~result ~~year~~in ~~(or~~a ~~shorter~~change ~~period)~~in control of White River. MrThe directors are not entitled to vote, or receive dividends on, unvested Shares granted pursuant to the foregoing awards. The ~~McKnight~~restricted ~~will~~stock beawards ~~paid~~are ~~this~~subject ~~annual~~to ~~performance~~all ~~bonus~~of ~~within~~the 30terms ~~days~~and ~~after~~conditions of the ~~end~~Plan, a copy of ~~each~~which ~~calendar~~is ~~year~~filed as Exhibit 4.4 to White River’s Form S-8 (orFile ~~shorter~~No. ~~period~~333-130187) ~~that~~filed ~~occurs~~with ~~subsequent~~the toSecurities ~~2012~~and Exchange Commission on December 7, 2005.

~~Additionally~~Also, ~~the~~on ~~Second~~December ~~Amendment~~28, ~~provides that upon the closing of the Merger~~2012, ~~the~~White ~~unvested~~River ~~installments~~paid ofa ~~Mr. McKnight’s long~~one-~~term~~time discretionary cash ~~incentive~~bonus award ~~will vest, and such installments will be immediately payable~~ to MrJohn M. ~~McKnight~~Eggemeyer, ~~based~~III, ~~on the price per share of~~ White River’s ~~common~~Chairman ~~stock~~of ~~received in~~ the ~~Merger,~~Board ~~with~~and ~~such~~Chief ~~payment~~Executive toOfficer, ~~be made~~ in ~~accordance~~the ~~with~~amount ~~certain~~of ~~regulations under Internal Revenue Code Section 409A~~$200,000. ~~The~~This ~~Second~~bonus ~~Amendment~~award ~~also~~was ~~provides~~made ~~that so long as Mr. McKnight is employed by Coastal Credit or its successor, he will be eligible to participate~~ in ~~all~~the ~~present~~discretion ~~and future incentive compensation plans or arrangements available to senior management employees~~ of ~~Coastal Credit, White River, or their successors. Finally, subsequent to~~ the ~~closing~~board of ~~the~~directors ~~Merger, neither the execution~~ of ~~the~~White ~~Agreement~~River ~~and~~in ~~Plan~~recognition of ~~Merger~~Mr. ~~dated~~Eggemeyer’s ~~November~~service ~~15,~~to ~~2012 between~~ White River, ~~Coastal~~for ~~Credit Holdings~~2012, ~~Inc.,~~ and ~~Coastal~~is ~~Credit~~not ~~Merger~~part ~~Sub, Inc. nor the execution and implementation~~ of ~~the~~any ~~Second~~other ~~Amendment~~compensatory ~~will~~plan ~~constitute “good reason”~~ or aarrangement ~~“change~~with ~~of control” under~~ Mr. ~~McKnight’s employment agreement, as amended~~Eggemeyer.

~~The~~Item ~~foregoing summary is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as Exhibit 99~~8.101 ~~and~~Other ~~incorporated by reference herein~~Events.

Forward-Looking Statements

Except for historical information contained herein, this document expresses “forward-looking statements” which are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995, as amended. Such matters include forward-looking statements regarding the prospective effects and timing of the proposed Merger. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions indicate forward-looking statements. Those statements, including statements, projections, estimates or assumptions concerning future events or performance, and other statements that are other than statements of historical fact, are subject to material risks and uncertainties. White River cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. White River may make other written or oral forward-looking statements from time to time. Readers are advised that various important factors could cause White River’s actual results or circumstances for future periods to differ materially from those anticipated or projected in such forward-looking statements. Such factors, among others, include, but are not limited to, potential failure to obtain shareholder or regulatory approval for the Merger or to satisfy other conditions to the Merger on the proposed terms and within the proposed timeframe; changes in the estimate of non-recurring charges; costs or difficulties relating to integration matters might be greater than expected; material adverse changes in White River’s operations or earnings; changes in laws, regulations or accounting principles generally accepted in the United States; White River’s competitive position within the markets it serves; unforeseen downturns in the local, regional, or national economies or in the industries in which White River has credit concentrations; and other risks discussed in White River’s filings with the SEC, including its Annual Report on Form 10-K, which filings are available from the SEC. White River undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for Shareholders

In connection with the proposed Merger, White River ~~will~~has ~~prepare~~prepared and filed a preliminary proxy statement ~~to be filed~~ with the Securities and Exchange Commission (“SEC”). When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of White River. WHITE RIVER’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. White River’s shareholders ~~will~~can ~~be able to~~ obtain, without charge, a copy of the preliminary proxy statement (and, when available, will be able to obtain a copy of the definitive proxy statement) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. White River’s shareholders ~~will~~can also ~~be able to~~ obtain, without charge, a copy of the preliminary proxy statement (and, when available, will be able to obtain a copy of the definitive proxy statement) and other relevant documents (when available) by directing a request by mail or telephone to White River Capital, Inc., 6051 El Tordo, P.O. Box 9876, Rancho Santa Fe, California 92067, Attention: Corporate Secretary, or from White River’s website, http://www.whiterivercap.com.

White River and its directors and officers may be deemed to be participants in the solicitation of proxies from White River’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed Merger. Information about White River’s directors and executive officers and their ownership of White River’s common stock is set forth in the proxy statement for White River’s 2012 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 30, 2012. Shareholders may obtain additional information regarding the interests of White River and its directors and executive officers in the proposed Merger, which may be different than those of White River’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, as and when filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

	Exhibit No.		Description
	99.1		Second Amendment to Employment Agreement and First Amendment to Amended and Restated Terms of Long-Term Cash Incentive Award dated as of November 15, 2012 between William E. McKnight, Coastal Credit, L.L.C., and White River Capital, Inc.

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 hereunto duly authorized.

	White River Capital, Inc.
Date: November 20, 2012
Date: January 4, 2013
	By:	/s/ Martin J. Szumski
		Printed Name: Martin J. Szumski
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Second Amendment to Employment Agreement and First Amendment to Amended and Restated Terms of Long-Term Cash Incentive Award dated as of November 15, 2012 between William E. McKnight, Coastal Credit, L.L.C., and White River Capital, Inc.

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