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 16, 2003 MAINSOURCE FINANCIAL GROUP, INC. -------------------------------------------------------- (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 Incorporation) Identification Number) 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 16, 2003, the Company announced the execution of a definitive agreement that will lead to the merger of Peoples Financial Corp. into MainSource Financial Group, Inc. A copy of the definitive agreement is attached as Exhibit 2.1 and the news release is attached as Exhibit 99.1. Item 7. Financial Statements and Exhibits (a) Not applicable (b) Not applicable (c) Exhibits: Exhibit No. Description - ---------- -------------- 2.1 Plan of Reorganization and Merger, dated December 16, 2003, by and among MainSource Financial Group, Inc., Peoples Holdings, Inc. and Peoples Financial Corp. 99.1 MainSource Financial Group News Release 2 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, INC. December 17, 2003 /s/ James L. Saner, Sr. ------------------------------------------------- James L. Saner Sr President and Chief Executive Officer December 17, 2003 /s/ Donald A. Benziger ------------------------------------------------- Donald A. Benziger Senior Vice President & Chief Financial Officer December 17, 2003 /s/ James M. Anderson ------------------------------------------------- James M. Anderson Controller & Principal Accounting Officer 3 INDEX TO EXHIBITS <Table> <Caption> Exhibit No. Description ----------- ----------- 2.1 Plan of Reorganization and Merger, dated December 16, 2003, by and among MainSource Financial Group, Inc., Peoples Holdings, Inc. and Peoples Financial Corp. 99.1 MainSource Financial Group News Release </Table> 4