-----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, JZPHlNbDwLfa4JI2VUujCqHdS1KJ6QNh0HM6Nb0pQPH+tnSwzypZnA+27BHSgZJB iahJ9zzQRQsg2fZzc2lg3A== 0000926274-03-000286.txt : 20030630 0000926274-03-000286.hdr.sgml : 20030630 20030630151428 ACCESSION NUMBER: 0000926274-03-000286 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12422 FILM NUMBER: 03764082 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 11-K 1 msf-0311k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission file number 333-58295 MAINSOURCE FINANCIAL GROUP, INC. 401 (K) AND RETIREMENT PLAN (Full title of the plan) MAINSOURCE FINANCIAL GROUP, INC. (Name of issuer of the securities held pursuant to the plan) 201 North Broadway Greensburg, Indiana 47240 (Address of principal executive office) MAINSOURCE FINANCIAL GROUP, INC. 401(k) AND RETIREMENT PLAN FINANCIAL STATEMENTS December 31, 2002 and 2001 MAINSOURCE FINANCIAL GROUP, INC. 401(K) AND RETIREMENT PLAN FINANCIAL STATEMENTS December 31, 2002 and 2001 CONTENTS REPORT OF INDEPENDENT AUDITORS .......................................... 1 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS ..................... 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS ........... 3 NOTES TO FINANCIAL STATEMENTS ....................................... 4 SUPPLEMENTAL INFORMATION SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) ..... 9 REPORT OF INDEPENDENT AUDITORS Plan Administrator MainSource Financial Group, Inc. 401(k) and Retirement Plan We have audited the accompanying statements of net assets available for benefits of the MainSource Financial Group, Inc. 401(k) and Retirement Plan as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as whole. The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations of Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2002 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2002 financial statements taken as a whole. /s/ Crowe Chizek and Company LLC South Bend, Indiana May 29, 2003 1 MAINSOURCE FINANCIAL GROUP, INC. 401(k) AND RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2002 and 2001 2002 2001 ---- ---- ASSETS Investments (Notes 2 and 4) $16,105,818 $12,070,246 Receivables Employer contribution 904,390 811,992 Transfer from retirement plan -- 1,306,691 ----------- ----------- 904,390 2,118,683 Cash and cash equivalents -- 4,892 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $17,010,208 $14,193,821 =========== =========== See accompanying notes to financial statements. 2 MAINSOURCE FINANCIAL GROUP, INC. 401(k) AND RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2002 Additions to net assets attributed to: Investment income Net appreciation in fair value of investments (Note 4) $ 1,842,696 Interest and dividends 464,921 ----------- 2,307,617 Contributions Employer 1,331,595 Participants 869,647 Rollovers 26,478 ----------- 2,227,720 Total additions 4,535,337 Deductions from net assets attributed to: Benefits paid to participants 1,718,950 ----------- Net increase 2,816,387 Net assets available for benefits Beginning of year 14,193,821 ----------- End of year $17,010,208 =========== See accompanying notes to financial statements. 3 MAINSOURCE FINANCIAL GROUP, INC. 401(k) AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 2001 NOTE 1 - DESCRIPTION OF PLAN The following description of the MainSource Financial Group, Inc. 401(k) and Retirement Plan (the Plan) formerly known as the Indiana United Bancorp 401(k) Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: The Plan is a defined-contribution plan covering all employees of the Company, Main Source Financial Group formerly known as Indiana United Bancorp, Regional Bank, People's Trust Company, Union Bank, the MainSource Insurance Group, Inc. formerly known as The Insurance Group, Inc. and Capstone Bank, who have one year of service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions: Each year, participants may contribute up to 100% of their pretax annual compensation to the Plan. Participants may also rollover amounts representing distributions from other qualified defined benefit or defined contribution retirement plans. The Company may, at the discretion of the Board of Directors, make a matching contribution to the Plan. The Company may also, at the discretion of the Board of Directors, make an additional employer contribution to the Plan. All contributions are subject to certain limitations. Participant Accounts: Each participant's account is credited with the participant's own contribution and their share of the Company's contributions. The allocation of the Company's contribution is based on compensation. Allocation of earnings is based on participants' account balances. The benefit to which a participant is entitled is that provided from the participant's vested account. Forfeited balances of terminated participants' nonvested accounts are used to reduce the Company's liability for future matching contributions to the Plan. Vesting: Participants are immediately vested in their own contributions and rollovers plus earnings thereon. All employer contributions in the Plan as of April 30, 1998 are fully vested as of that date. For amounts contributed after April 30, 1998, vesting in the Company's matching contribution and additional employer contribution portion of their accounts plus earnings thereon is based on years of service, as defined in the Plan, based on the following schedule: Years of Vesting Service Percentage ------- ---------- 0-1 0% 2 20% 3 40% 4 60% 5 80% 6 100% (Continued) 4 MAINSOURCE FINANCIAL GROUP, INC. 401(k) AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 2001 NOTE 1 - DESCRIPTION OF PLAN (Continued) A participant is entitled to 100% of his or her account balance upon retirement, death or disability. The non-vested portion of any terminated participants account will be forfeited and used by the Plan to reduce the amount of future employer contributions to the Plan. At December 31, 2002, forfeited accounts totaled $118,745. These amounts are available to reduce future employer contributions to the Plan. During 2002 none of the forfeiture account was used to reduce employer contributions. Payment of Benefits: Upon termination of service, a participant will receive a lump sum amount equal to the value of his or her vested interest in their account. Balances are generally paid as a single lump-sum distribution. Participant Loans: Participants may borrow from the Plan. The amount which can be borrowed is a maximum generally equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan terms generally range from 1-5 years. However, they may be as long as 30 years for the purchase of a primary residence. The loans are secured by the vested balance in the participant's account and bear interest at a rate commensurate with prevailing rates as determined by the Plan administrator. Principal and interest payments are made through payroll deductions. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Plan are prepared under the accrual basis of accounting. Investment Valuation: The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. The Company stock is valued at its quoted market price. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from those estimates. (Continued) 5 MAINSOURCE FINANCIAL GROUP, INC. 401(k) AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 2001 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Risks and Uncertainties: The Plan provides for various investment options in any combination of registered investment companies, money market funds, and MainSource Financial Group, Inc. common stock. The common stock and underlying investment securities of the registered investment companies and money market funds are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits. Payment of Benefits: Benefits are recorded when paid. - ------------------- NOTE 3 - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time, subject to the provisions of ERISA and its related regulations. In the event of Plan termination, participants will become 100 percent vested in their accounts. NOTE 4 - INVESTMENTS The following table presents investments that represent 5 percent or more of the Plan's net assets. December 31, 2002 2001 ---- ---- Federated Investors, Inc. Total Return Bond Fund, 125,554 and 96,628 shares, respectively $1,354,733 $1,014,592 Federated Investors, Inc. Stock Trust Fund, 47,649 and 36,901 shares, respectively 1,295,103 1,252,435 Federated Investors, Inc. Liberty Equity Income Fund, 66,583 and 53,141 shares, respectively 876,235 880,548 Federated Investors, Inc. MaxCap Fund, 59,311 and 44,340 shares, respectively 1,055,138 1,030,019 MainSource Financial Group, Inc. common stock, 374,706 and 341,791 shares respectively 8,997,067 5,998,439 Federated Investors, Inc. Capital Preservation Fund, 150,472 and 107,914 shares, respectively 1,504,716 1,079,139 (Continued) 6 MAINSOURCE FINANCIAL GROUP, INC. 401(k) AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 2001 NOTE 4 - INVESTMENTS (Continued) During 2002 the Plan's investments (including investments bought, sold, and held during the year) appreciated in value by $1,842,696 as follows: Net Appreciation (Depreciation) December 31, 2002 ----------------- Mutual Funds $ (957,112) MainSource Financial Group Common Stock 2,799,808 -------------- $ 1,842,696 ============== NOTE 5 - PARTY-IN-INTEREST Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the plan, any party rendering service to the plan, the employer and certain others. Certain professional fees related to the administration of the Plan were paid by the Company. The Plan's investment in MainSource Financial Group, Inc. common stock and Federated Investors, Inc. sponsored funds qualify as party-in-interest investments. NOTE 6 - TAX STATUS The Internal Revenue Service has determined and informed the Company, by a letter dated April 16, 2003, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and continues to be operated in compliance with applicable provisions of the IRC. NOTE 7 - TERMINATED PARTICIPANTS Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the Plan but have not been paid. Amounts allocated to these participants were $31,552 at December 31, 2002 and $21,092 at December 31, 2001. (Continued) 7 MAINSOURCE FINANCIAL GROUP, INC. 401(k) AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 2001 NOTE 8 - SUBSEQUENT EVENTS In 2003, the Plan switched custodians to Community Bank, N.A. and third party administrators to Benefit Plan Administrators. Effective January 1, 2003 the plan was restated. During the restatement the plan name was changed to the MainSource Financial Group, Inc. 401(k) and Employee Stock Ownership Plan, the Plan adopted Employee Stock Ownership Plan provisions, changed the eligibility to age 18 for all employees and all contributions, reduced the service requirement to contribute deferred compensation for non-highly compensated employees to 1 hour of service, and decreased the allowed deferral rate to 60% of compensation. 8 MAINSOURCE FINANCIAL GROUP, INC. 401(k) AND RETIREMENT PLAN SUPPLEMENTAL INFORMATION 9 MAINSOURCE FINANCIAL GROUP, INC. 401(k) AND RETIREMENT PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2002 Name of Plan Sponsor: MainSource Financial Group, Inc. ------------------------------------------------------ Employer Identification Number: 35-1562245 --------------------------------------------- Three-Digit Plan Number: 001 ---------------------------------------------------
(c) Description of Investment Including Maturity Date, (e) (b) Rate of Interest, Par or (d) Current (a) Identity of Issue Maturity Value Cost Value ----------------- -------------- ---- ----- * Federated Investors, Total Return Bond Fund ** $ 1,354,733 Inc. Investment with registered investment company, 125,554 shares * Federated Investors, Stock Trust Fund ** 1,295,103 Inc. Investment with registered investment company, 47,649 shares * Federated Investors, Liberty Equity Income Fund ** 876,235 Inc. Investment with registered investment company, 66,583 shares * Federated Investors, Growth Trust Fund ** 184,765 Inc. Investment with registered investment company, 9,870 shares * Federated Investors, Max Cap Fund ** 1,055,138 Inc. Investment with registered investment company, 59,311 shares * Federated Investors, Equity Funds Kauffman Class A ** 434,914 Inc. Investment with registered investment company, 126,062 shares * MainSource Financial Common stock, 374,706 shares ** 8,997,067 Group, Inc. (Continued) * Denotes party-in-interest ** Participant directed investments, cost basis not presented 10 MAINSOURCE FINANCIAL GROUP, INC. 401(k) AND RETIREMENT PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2002 Name of Plan Sponsor: MainSource Financial Group, Inc. ------------------------------------------------------ Employer Identification Number: 35-1562245 --------------------------------------------- Three-Digit Plan Number: 001 --------------------------------------------------- (c) Description of Investment Including Maturity Date, (e) (b) Rate of Interest, Par or (d) Current (a) Identity of Issue Maturity Value Cost Value ----------------- -------------- ---- ----- * Federated Investors, Capital Preservation Fund ** $ 1,504,716 Inc. Investment with registered investment company 150,472 shares * Federated Investors, Capital Appreciation Fund ** 38,405 Inc. Investment with registered investment company 1,983 shares * Federated Investors, Index TR Midcap Index ** 45,227 Inc. Investment with registered investment company 3,172 shares * Federated Investors, International Equity Fund ** 56,112 Inc. Investment with registered investment company 4,875 shares * Federated Investors, Super Now Account ** 19,876 Inc. Money Market Account 19,876 shares * Federated Investors, Advantage Account ** 50,750 Inc. Money Market Account 50,750 shares * Federated Investors, Global Value Fund ** 137,893 Inc. Investment with registered investment company 13,721 shares * Participant Loans Loans to plan participants, ** 54,884 --------------- bearing interest at rates ranging from 4.75% to 9.5% $ 16,105,818 ===============
* Denotes party-in-interest ** Participant directed investments, cost basis not presented 11 MAINSOURCE FINANCIAL GROUP, INC. 401 (K) AND RETIREMENT PLAN FORM 11-K December 31, 2002 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees have duly caused this report to be signed on their behalf by the undersign, there unto duly authorized. MAINSOURCE FINANCIAL GROUP, INC.401 (K) AND RETIREMENT PLAN Date: June 28, 2003 /s/ Donald A. Benziger ----------------------------------- Donald A. Benziger Senior Vice President & Chief Financial Officer MainSource Financial Group, Inc. EXHIBIT INDEX 23.1 Consent of Independent Auditors 99.1 Certification of President and Chief Executive Officer for MainSource Financial Group, Inc. Plan Administrator pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification of Senior Vice President and Chief Financial Officer for MainSource Financial Group, Inc. Plan Administrator pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 12 EX-23.1 3 ex23-1.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference of our report dated May 29, 2003 on the MainSource Financial Group, Inc. 401(k) and Retirement Plan's financial statements as of December 31, 2002 and 2001 and for the year ended December 31, 2002 included in the 2002 Annual Report on Form 11-K of the Plan into MainSource Financial Group's Registration Statement on Form S-8 (SEC File No. 333-58295) filed with the Securities and Exchange Commission for the Plan. /s/ Crowe Chizek and Company LLC South Bend, Indiana June 27,2003 EX-99.1 4 ex99-1.txt EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 11-K of the MainSource Financial Group, Inc. 401(k) and Retirement Plan (the "Plan") for the period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James L. Saner, Sr., in my capacity as President and Chief Executive Officer of MainSource Financial Group, Inc. ("MainSource"), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan. A signed original of this statement has been provided to MainSource and will be retained by MainSource and furnished to the Securities and Exchange Commission or its staff upon request. /s/ James L. Saner, Sr. -------------------------------------- James L. Saner, Sr. President and Chief Executive Officer June 30, 2003 EX-99.2 5 ex99-2.txt EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 11-K of the MainSource Financial Group, Inc. 401(k) and Retirement Plan (the "Plan") for the period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Donald A. Benziger, in my capacity as Chief Financial Officer of MainSource Financial Group, Inc. ("MianSource"), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan. A signed original of this statement has been provided to MainSource and will be retained by MainSource and furnished to the Securities and Exchange Commission or its staff upon request. /s/ Donald A. Benziger ------------------------------ Donald A. Benziger Senior Vice President and Chief Financial Officer June 30, 2003 -----END PRIVACY-ENHANCED MESSAGE-----