MainSource Financial Group,Inc. (NASDAQ:MSFG) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On April14, 2017, MainSource Financial Group,Inc. (the Company)
and FCB Bancorp,Inc. (FCB) issued a press release announcing the
receipt of approval from the Federal Reserve Bank (the FRB) and
the Kentucky Department of Financial Institutions (KDFI) of
MainSources proposed merger with FCB. A copy of the press
released is furnished herewith as Exhibit99.1.
Item 8.01 Other Events.
On April14, 2017, the Company and FCB announced that the FRB and
the KDFI have each approved the Companys proposed merger with
FCB. The approvals represent all of the banking approvals
required for consummation of the proposed merger. Pending the
required approval of the proposed merger of the Company and FCB
by the shareholders of FCB at the Special Meeting of the
shareholders of FCB scheduled for April26, 2017, as well as
satisfaction of other closing conditions described in the Merger
Agreement dated as of December19, 2016 between the Company and
FCB, the Company expects that the merger will become effective in
the second quarter of 2017.
Additional Information for Shareholders
In connection with the proposed merger, MainSource has filed with
the SEC a Registration Statement on FormS-4 that includes a Proxy
Statement of FCB and a Prospectus of MainSource (the Proxy
Statement/Prospectus), as well as other relevant documents
concerning the proposed transaction. This communication does not
constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval.
STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. A free copy of the Proxy
Statement/Prospectus, as well as other filings containing
information about MainSource and FCB, may be obtained at the SECs
Internet site (http://www.sec.gov). You will also be able to
obtain these documents, free of charge, from MainSource at
www.mainsourcebank.com under the tab Investor Relations.
Alternatively, these documents, when available, can be obtained
free of charge from MainSource upon written request to MainSource
Financial Group,Inc., Attn: Corporate Secretary, 2105 North State
Road 3 Bypass Greensburg,Indiana 47240 or by calling (812)
663-6734 or from FCB upon written request to FCB Bancorp,Inc.,
Attn: Brian Karst at 293 North Hubbards Lane, Louisville,
Kentucky 40207 or by calling (502) 895-5040.
MainSource and FCB and certain of their directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of FCB in connection with the
proposed merger. Information about the directors and executive
officers of MainSource is set forth in the proxy statement for
MainSources 2017 annual meeting of shareholders, as filed with
the SEC on a Schedule 14A on March24, 2017. Information about the
directors and executive officers of FCB is set forth in the Proxy
Statement/Prospectus. Additional information regarding the
interests of those participants and other persons who may be
deemed participants in the transaction may be obtained by reading
the Proxy Statement/Prospectus regarding the proposed merger.
Free copies of this document may be obtained as described in the
preceding paragraph.
Forward-Looking Statements
This Current Report on Form8-K contains certain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements include, but are
not limited to, statements about the expected timing, completion,
financial benefits and other effects of the proposed merger
between MainSource and FCB. Forward-looking statements can be
identified by the use of the words anticipate, believe, expect,
intend, could and should, and other words of similar meaning.
These forward-looking statements express managements current
expectations or forecasts of future events and, by their nature,
are subject to risks and uncertainties and there are a number of
factors that could cause actual results to differ materially from
those in such statements. Factors that might cause such a
difference include, but are not limited to: expected cost
savings, synergies and other financial benefits from the proposed
merger might not be realized within the expected time
frames and costs or difficulties relating to integration
matters might be greater than expected; the requisite
shareholder and regulatory approvals for the proposed merger
might not be obtained; market, economic, operational,
liquidity, credit and interest rate risks associated with
MainSources and FCBs businesses, competition, government
legislation and policies; ability of MainSource and FCB to
execute their respective business plans (including the proposed
acquisition of FCB); changes in the economy which could
materially impact credit quality trends and the ability to
generate loans and gather deposits; failure or circumvention of
either MainSources or FCBs internal controls; failure or
disruption of our information systems; significant changes in
accounting, tax or regulatory practices or requirements; new
legal obligations or liabilities or unfavorable resolutions of
litigations; other matters discussed in this Current Report and
other factors identified in MainSources Annual Reports on
Form10-K and other periodic filings with the SEC. These
forward-looking statements are made only as of the date of this
Current Report, and neither MainSource nor FCB undertakes an
obligation to release revisions to these forward-looking
statements to reflect events or conditions after the date of
this Current Report.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
|
ExhibitNo. |
|
Description |
|
99.1 |
Joint Press Release issued by MainSource Financial |
* * *
About MainSource Financial Group, Inc. (NASDAQ:MSFG)
MainSource Financial Group, Inc. is a bank holding company. The Company operates a banking subsidiary, MainSource Bank (the Bank), an Indiana state-chartered bank. Through the Bank, the Company offers a range of financial services, including accepting time and transaction deposits; making consumer, commercial, agribusiness and real estate mortgage loans; renting safe deposit facilities; providing personal and corporate trust services, and providing other corporate services, such as letters of credit and repurchase agreements. The Bank offers various loans, such as commercial loans, commercial real estate loans, residential loans and consumer loans. Commercial loans include secured and unsecured loans, including real estate loans, to individuals and companies and to governmental units within the market area of the Bank. It offers various deposits, which include demand, interest bearing demand, savings/money markets and certificates of deposit. MainSource Financial Group, Inc. (NASDAQ:MSFG) Recent Trading Information
MainSource Financial Group, Inc. (NASDAQ:MSFG) closed its last trading session down -0.83 at 31.66 with 98,480 shares trading hands.
