UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) SEPTEMBER 28, 2005
PEOPLES OHIO FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
OHIO 0-49619 31-1795575
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
635 SOUTH MARKET STREET, TROY, OHIO 45373
(Address of Principal Executive Offices) (Zip Code)
(937) 339-5000
(Registrant's 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 28, 2005, Peoples Ohio Financial Corporation (the
"Registrant") and MainSource Financial Group, Inc. ("MainSource") jointly
announced the signing of a definitive agreement (the "Agreement") pursuant to
which the Registrant will be merged with and into MainSource (the "Merger") and
the Registrant's savings and loan association subsidiary, Peoples Savings Bank
of Troy (the "Bank"), will be merged with and into a new Ohio interim commercial
bank subsidiary to be formed by MainSource and named MainSource Bank- Ohio (the
"Surviving Bank"). The Agreement provides that upon the effective date of the
Merger (the "Effective Time"), pursuant to election procedures described in the
Agreement, each share of common stock of the Registrant will be converted into
either an amount of cash equal to the Purchase Price (as such number may be
adjusted at closing) divided by the number of shares of the Registrant's common
stock outstanding at the closing of the Merger (the "Cash Consideration"), or
such number of shares of common stock, without par value, of MainSource (the
"Exchange Ratio") (as such number may be adjusted at closing) equal to the
quotient arrived at by dividing the Cash Consideration by the average of the per
share closing prices of a share of MainSource common stock as quoted on the
Nasdaq Stock Market during the ten trading days preceding the fifth calendar day
preceding the closing of the Merger (the "MainSource Average Stock Price"). If
the MainSource Average Stock Price is less than $16.50 per share, the Exchange
Ratio will be equal to the Cash Consideration divided by $16.50. However, if the
MainSource Average Stock Price is greater than $21.50 per share, the Exchange
Ratio will be equal to the Cash Consideration divided by $21.50.
Notwithstanding the foregoing, 75% of the total number of outstanding
shares of common stock of the Registrant must be converted into MainSource
common stock. There may be allocations of cash or stock made to the Registrant's
shareholders to ensure that this requirement is satisfied.
As of the date hereof, the Purchase Price is $41,057,122, the Cash
Consideration is approximately $5.60, and the Exchange Ratio would be 0.3068
shares of MainSource common stock based on MainSource's September 27, 2005
closing. If as of the end of the last business day preceding the closing of the
Merger (the "Computation Date"), the Registrant's consolidated shareholders'
equity, determined after making adjustments, tax effected (where appropriate),
for the items listed below, is less than $23,250,000, the Purchase Price shall
be reduced on a dollar-for-dollar basis by an amount equal to the difference
between $23,250,000 and the actual consolidated shareholders' equity, as so
adjusted, as of the Computation Date. If at the Computation Date such
consolidated shareholders' equity is greater than $23,750,000, the Purchase
Price shall be increased on a dollar-for-dollar basis by an amount equal to the
difference between $23,750,000 and the actual consolidated shareholders' equity,
as so adjusted, as of the Computation Date. The adjustments to be made in
computing consolidated shareholders' equity are the following:
(1) accrual of any dividends scheduled to be declared by the
Registrant after the Computation Date;
(2) accrued fees payable to the Registrant's investment advisors
with respect to the Merger;
(3) change-in-control payments payable under employment agreements
as a result of the consummation of the Merger;
(4) an amount payable by the Registrant as a result of terminating
its defined benefit plan;
(5) the accrual of all compensable vacation and sick days for
employees of the Registrant;
(6) the write off of the net book value of POHF's imaging hardware
and software;
(7) the accrual of an additional $750,000 in loan loss reserves by
the Bank above reserves equal to the greater of either
$725,090 or 0.42% of total gross loans outstanding on the
Computation Date; and
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(8) any change arising from the purchase or anticipated purchase
of the Registrant's common stock from the portion of the
Registrant's 401(k) Plan that consists of the assets and
liabilities of the Registrant's Employee Stock Ownership Plan
will be disregarded or reversed.
In connection with the consummation of the Merger, Ronald B. Scott,
Richard J. Dutton and John Wannemacher, executive officers of the Registrant and
the Bank, will each terminate their existing employment agreements with the
Registrant and/or the Bank in exchange for change of control payments under the
terms of those agreements. Mr. Scott will enter into a one-year employment
agreement with the Surviving Bank at closing. Mr. Scott will serve as its
President and Chief Executive Officer, and Mr. Wannemacher will serve as an
executive officer of the Surviving Bank.
The Merger will be accounted for as a purchase and is expected to close
in the first quarter of 2006. The Agreement has been approved by the boards of
directors of the Registrant, the Bank and MainSource. However, it is subject to
certain other conditions, including the approval of the shareholders of the
Registrant and the approval of regulatory authorities.
Pursuant to General Instruction F to Form 8-K, the Agreement concerning
the Merger is incorporated herein by reference and is attached hereto as Exhibit
2.1. All disclosure schedules and exhibits to the Agreement have been omitted
pursuant to Item 601(b)(2) of Regulation S-K, except for Exhibit 8.01(i)(1),
which is filed as part of the Agreement. The Registrant will provide the
Securities and Exchange Commission ("SEC") with any omitted disclosure schedules
or exhibits upon request.
MainSource will be filing a Registration Statement on Form S-4
concerning the Merger with the SEC, which will include the proxy
statement/prospectus that will be mailed to the Registrant's shareholders.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will
be able to obtain the documents free of charge, when filed, at the SEC's
website, www.sec.gov. In addition, documents filed with the SEC by MainSource
will be available free of charge from the Secretary of MainSource at 201 N.
Broadway, P.O. Box 87, Greensburg, IN 47240, telephone (812) 663-0157. Documents
filed with the SEC by the Registrant will be available free of charge from the
Secretary of the Registrant at 635 South Market Street, Troy, Ohio 45373,
telephone (937) 339-5000. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS
CAREFULLY WHEN AVAILABLE BEFORE MAKING A DECISION CONCERNING THE MERGER. Copies
of all recent proxy statements and annual reports are also available free of
charge from the respective companies by contacting the company secretary.
MainSource and the Registrant and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies to approve the Merger. INFORMATION ABOUT THE PARTICIPANTS MAY BE
OBTAINED THROUGH THE SEC'S WEBSITE FROM THE DEFINITIVE PROXY STATEMENT WHEN
FILED WITH THE SEC.
SECTION 7 - REGULATION FD
ITEM 7.01- REGULATION FD DISCLOSURE
On September 28, 2005, the Registrant and MainSource issued a joint
press release announcing the Merger, and the Registrant also issued a separate
press release to its local community. Copies of these press releases are
furnished as part of this Item 7.01 as Exhibits 99.1 and 99.2.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger by and among
MainSource Financial Group, Inc., Peoples Ohio
Financial Corporation and Peoples Savings Bank
of Troy dated September 28, 2005 (the schedules
and certain exhibits have been omitted pursuant
to Item 601(b)(2) of Regulation S-K).
99.1 Joint Press Release of Peoples Ohio Financial
Corporation and MainSource Financial Group,
Inc., dated September 28, 2005.
99.2 Press Release of Peoples Ohio Financial
Corporation, dated September 28, 2005.
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SIGNATURES
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 hereto duly authorized.
Date: September 29, 2005 PEOPLES OHIO FINANCIAL CORPORATION
By: /s/ Ronald B. Scott
------------------------------------
Ronald B. Scott
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger by and among MainSource Financial
Group, Inc., Peoples Ohio Financial Corporation and Peoples
Savings Bank of Troy dated September 28, 2005 (the schedules
and certain exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K).
99.1 Joint Press Release of Peoples Ohio Financial Corporation and
MainSource Financial Group, Inc., dated September 28, 2005.
99.2 Press Release of Peoples Ohio Financial Corporation, dated
September 28, 2005.