-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B1vXv6stUQTi9eGH+8FsZM2RZytUke59LKcTx56wpBz69uz2r8NNnpmOzeqkF8cO FsP04KzWiJPudUs2yLPoDw== 0000926274-02-000474.txt : 20021230 0000926274-02-000474.hdr.sgml : 20021230 20021230161629 ACCESSION NUMBER: 0000926274-02-000474 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021217 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAINSOURCE FINANCIAL GROUP CENTRAL INDEX KEY: 0000720002 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351562245 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12422 FILM NUMBER: 02872097 BUSINESS ADDRESS: STREET 1: 201 N BROADWAY STREET 2: PO BOX 87 CITY: GREENSBURG STATE: IN ZIP: 47240 BUSINESS PHONE: 8126630157 MAIL ADDRESS: STREET 1: 201 NORTH BROADWAY STREET 2: P O BOX 87 CITY: GREENSBURG STATE: IN ZIP: 47240 FORMER COMPANY: FORMER CONFORMED NAME: INDIANA UNITED BANCORP DATE OF NAME CHANGE: 19920703 8-K 1 msf-12028kv2.txt 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): December 17, 2002 MAINSOURCE FINANCIAL GROUP ------------------------------------------ (Exact Name of Registrant as Specified in Charter) INDIANA 0-12422 35-1562245 - --------------- --------------------- --------------------- (State or other (Commission File No.) (I.R.S. Employer Jurisdiction of Identification Number) Incorporation) 201 NORTH BROADWAY GREENSBURG, INDIANA 47240 --------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (812) 663-0157 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events On December 30, 2002, the Company announced the issuance of $8,000,000 of variable rate Trust Preferred Securities and the redemption of $8,425,000 of its current outstanding fixed rate Trust Preferred Securities. The redemption date for the fixed rate securities will be February 11, 2003. Attached as Exhibit 99.1 is the news release. On December 17, 2002, the Company announced that their Board of Directors approved a 5% stock dividend to be paid on January 17, 2003 to shareholders of record as of December 31, 2002. Attached as Exhibit 99.2 is the news release. Item 7. Financial Statements and Exhibits (a) Not applicable (b) Not applicable (c) Exhibits: Exhibit No. Description ----------- ----------- 99.1 MainSource Financial Group News Release; issuance of $8,000,000 of variable rate Trust Preferred Securities and the redemption of $8,425,000 of its current outstanding fixed rate Trust Preferred Securities. 99.2 MainSource Financial Group News Release; 5% stock dividend to be paid on January 17, 2003 to shareholders of record as of December 31, 2002. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MAINSOURCE FINANCIAL GROUP December 30, 2002 /s/ James L. Saner Sr ------------------------------------------------- James L. Saner Sr President and Chief Executive Officer December 30, 2002 /s/ Donald A. Benziger ------------------------------------------------- Donald A. Benziger Senior Vice President & Chief Financial Officer December 30, 2002 /s/ James M. Anderson ------------------------------------------------- James M. Anderson Controller & Principal Accounting Officer INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 99.1 MainSource Financial Group News Release; issuance of $8,000,000 of variable rate Trust Preferred Securities and the redemption of $8,425,000 of its current outstanding fixed rate Trust Preferred Securities. 99.2 MainSource Financial Group News Release; 5% stock dividend to be paid on January 17, 2003 to shareholders of record as of December 31, 2002. EX-99.1 3 ex99-1.txt EXHIBIT 99.1 NEWS RELEASE BW Account Number 1079001 DATE: December 30, 2002 2:00pm E.S.T. CONTACT: James L. Saner, Sr., President and CEO MainSource Financial Group 812-663-0157 MAINSOURCE FINANCIAL GROUP-NASDAQ, MSFG - Announces Trust Preferred Securities Transactions Greensburg, Indiana (NASDAQ: MSFG) - James L. Saner, Sr., President and Chief Executive Officer of MainSource Financial Group, announced today that the Company issued $8,000,000 of variable rate Trust Preferred Securities on December 19, 2002. The rate on these securities is tied to the 3-month LIBOR rate and will adjust quarterly. The current rate is 4.66%. These securities mature in 30 years and can be called anytime after 5 years. Simultaneously, the Company is redeeming a portion of their current outstanding fixed rate Trust Preferred Securities. These securities, which trade under the symbol MSFGP, carry a fixed rate of 8.75%. The amount redeemed will be $8,425,000 with a redemption date of February 11, 2003. This represents approximately 38% of the current outstanding issue. Assuming a relatively stable interest rate environment in 2003, the Company expects to save approximately $300,000 on a pre-tax basis in interest expense. However, the interest savings in 2003 will be off set by the write-off of the deferred acquisition costs related to the redeemed securities. Therefore, the impact to 2003 earnings is negligible. The Company expects to realize interest savings in future years based on management's interest rate forecast. MainSource Financial Group, Inc., headquartered in Greensburg, Indiana, is listed on the Nasdaq Stock Market (trading symbol: MSFG) and is a community-focused, multi-bank, financial services oriented holding company with assets of approximately $1.2 billion. Through its three banking subsidiaries, MainSource Bank, Greensburg, Indiana; Regional Bank, New Albany, Indiana; and Capstone Bank, Watseka, Illinois, it operates 42 offices in 18 Indiana counties and seven offices in three Illinois counties. Through its insurance subsidiary, MainSource Insurance, it operates five offices in Indiana as well as one in Owensboro, Kentucky. Forward-Looking Statements Except for historical information contained herein, the discussion in this press release may include certain forward-looking statements based upon management expectations. Factors which could cause future results to differ from these expectations include the following: general economic conditions; legislative and regulatory initiatives; monetary and fiscal policies of the federal government; deposit flows; the costs of funds; general market rates of interest; interest rates on competing investments; demand for loan products; demand for financial services; changes in accounting policies or guidelines; and changes in the quality or composition of the Company's loan and investment portfolios. The forward-looking statements included in the press release relating to certain matters involve risks and uncertainties, including anticipated financial performance, business prospects, and other similar matters, which reflect management's best judgment based on factors currently known. Actual results and experience could differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements as a result of a number of factors, including but not limited to, those discussed in the press release. ***** MainSource Financial Group, Inc., 201 N. Broadway, Greensburg, Indiana 47240 EX-99.2 4 ex99-2.txt EXHIBIT 99.2 NEWS RELEASE BW Account Number 1079001 DATE: December 17, 2002 4:00pm E.S.T. CONTACT: James L. Saner, Sr., President and CEO MainSource Financial Group 812-663-0157 MAINSOURCE FINANCIAL GROUP-NASDAQ, MSFG - Declares Five Percent Stock Dividend James L. Saner, Sr., President & Chief Executive Officer, announced today that MainSource Financial Group's board of directors has approved a five percent stock dividend to be paid on January 17, 2003 to shareholders of record as of December 31, 2002. This represents the third consecutive year that the Company has issued a five percent stock dividend. In addition, the Company recently announced its forty-ninth consecutive quarterly cash dividend and has been increasing dividends on an annual basis for the last fourteen years. The Company's stock price has increased 41% from $17.55 at year-end 2001 to $24.74 at the close of business on December 16, 2002. Mr. Saner stated, "MainSource Financial Group's ongoing business strategy has been extremely successful and we believe that a stock dividend is an excellent way to reward our shareholders." Following the stock dividend, MainSource Financial Group will have approximately 6.8 million shares issued and outstanding. Fractional shares resulting from the stock dividend will be paid in cash. MainSource Financial Group, Inc., headquartered in Greensburg, Indiana, is listed on the Nasdaq Stock Market (trading symbol: MSFG) and is a community-focused, multi-bank, financial services oriented holding company with assets of approximately $1.2 billion. Through its three banking subsidiaries, MainSource Bank, Greensburg, Indiana; Regional Bank, New Albany, Indiana; and Capstone Bank, Watseka, Illinois, it operates 42 offices in 18 Indiana counties and seven offices in three Illinois counties. Through its insurance subsidiary, MainSource Insurance, it operates five offices in Indiana as well as one in Owensboro, Kentucky. Forward-Looking Statements Except for historical information contained herein, the discussion in this press release may include certain forward-looking statements based upon management expectations. Factors which could cause future results to differ from these expectations include the following: general economic conditions; legislative and regulatory initiatives; monetary and fiscal policies of the federal government; deposit flows; the costs of funds; general market rates of interest; interest rates on competing investments; demand for loan products; demand for financial services; changes in accounting policies or guidelines; and changes in the quality or composition of the Company's loan and investment portfolios. The forward-looking statements included in the press release relating to certain matters involve risks and uncertainties, including anticipated financial performance, business prospects, and other similar matters, which reflect management's best judgment based on factors currently known. Actual results and experience could differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements as a result of a number of factors, including but not limited to, those discussed in the press release. ***** MainSource Financial Group, Inc., 201 N. Broadway, Greensburg, Indiana 47240 -----END PRIVACY-ENHANCED MESSAGE-----