1ST Independence Financial Group, Inc.-Filing of certain prospectuses & comms. for business combination transactions (425)
27 Febrero 2008 - 7:31AM
Edgar (US Regulatory)
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):
February 26, 2008
MainSource
Financial Group, Inc.
(Exact name of registrant as specified in its charter)
Indiana
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0-12422
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35-1562245
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State or Other Jurisdiction of
Incorporation or Organization
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Commission File No.
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I.R.S. Employer Identification Number
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2105 North State Road 3 Bypass
Greensburg, Indiana 47240
(Address of principal executive offices)
(812) 663-0157
(Registrants Telephone Number,
Including Area Code)
N/A
(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:
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On February 26,
2008, MainSource Financial Group, Inc. an Indiana corporation (MainSource),
entered into an Agreement and Plan of Merger (the Merger Agreement) with 1st
Independence Financial Group, Inc., a Delaware corporation (1st
Independence), and 1st Independence Bank, Inc., a Kentucky chartered
commercial bank and a wholly owned subsidiary of 1st Independence (1st Bank). Pursuant to the Merger Agreement, 1
st
Independence will merge with and into MainSource (the Merger). As a result of the merger, 1
st
Bank will become a wholly owned subsidiary of MainSource.
A copy of the Merger
Agreement is included as Exhibit 2.1 to this report. MainSource and certain shareholders of 1
st
Independence have entered into a voting agreement by which such shareholders
have agreed to vote their shares in favor of the Merger. A copy of the voting agreement is included as
Exhibit 10.1 to this report.
The Merger Agreement
provides that shareholders of 1
st
Independence will receive cash in
the amount of $5.475 per share and .881036 shares of MainSource common stock
for each share of 1
st
Independence stock owned by them. Based on MainSources February 26, 2008
closing price of $14.60 per share and including the anticipated cashout of
certain 1
st
Independence stock options, the transaction value is
estimated at $37.0 million.
The amount of cash
payable to 1
st
Independence shareholders may be adjusted at the time
of closing based on the value of 1
st
Independences consolidated
shareholder equity as of the end of the last day of the month prior to closing,
after certain adjustments prescribed by the Merger Agreement have been made.
At the Effective Time of
the Merger, each option to purchase common stock of 1
st
Independence
shall be converted into the right to receive an amount of cash equal to $5.475
per share, plus .881036 multiplied by the average price of MainSource common
stock during the ten trading days preceding the 5
th
calendar day
prior to the closing time, less the per share exercise price for each share of
1
st
Independence stock option multiplied by the number of shares of
common stock subject to such stock option.
If the foregoing calculation results in a negative number, the 1
st
Independence stock option will be canceled without any cash payment.
MainSource will have the right to terminate the Merger Agreement if the
average closing price of MainSource common stock during a period of twenty
trading days prior to the 5
th
calendar day preceding the closing
date is more than $16.50, unless 1
st
Independence were to elect to
make a compensating adjustment to the exchange ratio. 1
st
Independence will have the
right to terminate the Merger Agreement if the average closing price of
MainSource common stock during a period of twenty trading days prior to the 5
th
calendar day preceding the closing date is less than $12.50, unless MainSource
were to elect to make a compensating adjustment to the exchange ratio.
Upon termination of the Merger Agreement because 1
st
Independence willfully and intentionally breaches any of its representations,
warranties or covenants in the Merger Agreement or 1
st
Independence
following an acquisition proposal from a third party withdraws, modifies or
changes its recommendation of this transaction or elects to terminate the
Merger Agreement, 1
st
2
Independence has agreed to pay MainSource a termination fee equal to
$1.1 million plus its documented out-of-pocket expenses up to $250,000.
Upon termination of the Merger Agreement because MainSource willfully
and intentionally breaches any of its representations, warranties or covenants
in the Merger Agreement, MainSource has agreed to pay 1
st
Independence a termination fee equal to $1.1 million plus its documented
out-of-pocket expenses up to $250,000.
The Merger will be accounted for as a reorganization and is expected to
close in the third quarter of 2008. The Merger Agreement has been approved by
the boards of directors of MainSource and 1
st
Independence. However,
the closing of the Merger is subject to certain other conditions, including the
approval of the Merger by the shareholders of 1
st
Independence and
the approval of regulatory authorities.
The representations, warranties and covenants contained in the Merger
Agreement were made only for purposes of such Merger Agreement and as of
specific dates, were solely for the benefit of the parties to the Merger
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 Merger Agreement. The
representations and warranties may have been made for the purposes of
allocating contractual risk between the parties to the Merger 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
Merger 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 MainSource, 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 Merger Agreement, which subsequent
information may or may not be fully reflected in MainSources or 1
st
Independences respective public disclosures.
Pursuant to General Instruction F to Form 8-K, a press release
issued jointly by MainSource and 1
st
Independence is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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2.1
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Agreement
and Plan of Merger, dated February 26, 2008, among MainSource Financial
Group, Inc., 1st Independence Financial Group, Inc., and 1st
Independence Bank, Inc.
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10.1
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Form of
Voting Agreement dated February 26, 2008
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99.1
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MainSource
Financial Group, Inc.s press release dated February 27, 2008
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3
SIGNATURE
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, thereunto duly authorized.
DATE:
February 27, 2008
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MAINSOURCE FINANCIAL GROUP, INC.
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/s/
Robert E. Hoptry
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Robert
E. Hoptry
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President
and Chief Executive Officer
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