FORM 10-Q/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED MARCH 31, 2005
COMMISSION FILE NUMBER 0-12422
MAINSOURCE FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1562245
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
201 NORTH BROADWAY GREENSBURG, INDIANA 47240
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(Address of principal executive offices) (Zip Code)
(812) 663-0157
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12B-2 of the Act) Yes X No ___
As of August 4, 2005 there were outstanding 13,471,128 shares of common
stock, without par value, of the registrant.
MAINSOURCE FINANCIAL GROUP, INC.
AMENDMENT TO FORM 10-Q FOR QUARTERLY PERIOD
ENDED MARCH 31, 2005
Explanatory Note:
This amendment revises Item 2 (Unregistered Sales of Equity Securities)
of Part II to the Quarterly Report on Form 10-Q of MainSource Financial Group,
Inc. (the "Company") for the quarter ended March 31, 2005 (the "Original
Report") to include the Company's repurchase of certain shares of its common
stock in consideration for the sale of a portion of its insurance subsidiary.
Except for the correction described above, the Company has not modified
or updated disclosures presented in the Original Report. Accordingly, this Form
10-Q/A does not reflect events occurring after the filing of the Original Report
or modify or update those disclosures affected by subsequent events. Information
not affected by this amendment is unchanged and reflects the disclosure made at
the time the Original Report was filed. This Form 10-Q/A should be read in
conjunction with the Original Report and the filings made with the Securities
and Exchange Commission subsequent to the filing of the Original Report,
including any amendments to any such filings.
MAINSOURCE FINANCIAL GROUP, INC.
FORM 10-Q/A
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the first quarter of 2005, the Company repurchased the following
shares of its common stock:
Total Number of Shares Maximum Number (or Approximate
Purchased as Part of Dollar Value) of Shares That May
Total Number of Publicly Announced Yet Be Purchased Under the Plans
Shares Purchased Average Price Paid Plans or Programs or Programs (1)
Period Per Share
January 2005 487,048
February 2005 1,209(2) $22.55 1,209 0
March 2005 62,928(3) $21.93 0 0
(1) On January 27, 2004, the Company announced that its Board of Directors
had approved a stock repurchase program for up to 255,000 of its
outstanding common shares. This plan was expanded by the Board of
Directors on August 17, 2004 to include an additional 295,000 shares.
The plan expired January 31, 2005.
(2) This transaction was negotiated and agreed to in January 2005, but was
consummated during February 2005.
(3) On March 24, 2005, the Company consummated the sale of the Kentucky
division of its insurance subsidiary, MainSource Insurance, LLC. In
consideration of the sale, MainSource received 62,928 shares of its
common stock with an approximate value of $1.380 million.
Item 6. Exhibits
31.1 Certification pursuant to Rule 13a-14(a)/15d-14(a) by Chief
Executive Officer
31.2 Certification pursuant to Rule 13a-14(a)/15d-14(a) by Chief
Financial Officer
MAINSOURCE FINANCIAL GROUP, INC.
FORM 10-Q/A
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.
August 5, 2005
/s/ James L. Saner, Sr.
James L. Saner Sr.
President and Chief Executive Officer
August 5, 2005
/s/ Donald A. Benziger
Donald A. Benziger
Senior Vice President & Chief Financial
Officer
August 5, 2005
/s/ James M. Anderson
James M. Anderson
Administrative Vice President & Principal
Accounting Officer