SEC Company Response from MAINSOURCE FINANCIAL GROUP (CIK 0000720002) — Jun 7, 2005
MAINSOURCE FINANCIAL GROUP (CIK 0000720002)
Date: June 7, 2005 · CIK: 0000720002 · Accession: 0001178858-05-000034
AI Filing Summary & Sentiment
File numbers found in text: 333-124018
Referenced dates: June 7, 2005
Letter
Re: MainSource Financial Group, Inc. File No.: 333-124018
BOSE McKINNEY & EVANS LLP 2700 First Indiana Plaza 135 North Pennsylvania Street Indianapolis, IN 46204 (317) 684-5000 Fax: (317) 684-5173
June 7, 2005
Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549
Attention: Mr. William Friar Mr. Gregory Dundas Mr. Isa Farhat
Gentlemen:
Set forth below are our responses to the Staff's comments contained in a letter dated June 7, 2005, regarding Amendment No. 1 to Registration Statement on Form S-3 filed by MainSource Financial Group, Inc. (the "Company") on May 19, 2005. The numbers of the following responses correspond to the numbers of the specific comments.
Form S-3
General
1. Attached as Exhibit 1 to this letter is a computation showing that the acquisition by the Company of The Madison Bank & Trust Company does not meet the tests for significance to require the inclusion of pro forma financial information for the transaction in the Registration Statement.
Form 10-Q for the quarter ended March 31, 2005
Item 1 - Financial Statements
2. Attached as Exhibit 2 to this letter is a computation showing that the discontinuance of the Kentucky operations of MainSource Insurance, LLC, as a result of the sale of the Kentucky office of MainSource Insurance, is not material to the Company's financial statements.
<PAGE> Securities and Exchange Commission June 7, 2005 Page Two
Note 4 - Securities - page 8
3. The disclosures required under SAB Topic 5:M and EITF 03-1 for the unrealized losses in the Company's available-for-sale portfolio are expressly required only in year-end financial statements and filings, and not quarterly financial statements and filings. Management considered the nature and extent of such unrealized losses and as discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations (in the second paragraph under the heading "Investment Securities"), management determined that the decline in value was the result of increases in market interest rates and has determined that the unrealized losses were not other than temporary. Therefore, the unrealized losses were not recognized into net income.
If you have additional comments or questions regarding this letter or the amendment, you may contact me at 317-684-5131 or my partner, Karen Ball Woods, at 317-684-5376.
Sincerely,
/s/ Alan W. Becker
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BOSE McKINNEY & EVANS LLP 2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, IN 46204
(317) 684-5000
Fax: (317) 684-5173
June 7, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. William Friar
Mr. Gregory Dundas
Mr. Isa Farhat
Re: MainSource Financial Group, Inc.
File No.: 333-124018
Gentlemen:
Set forth below are our responses to the Staff's comments contained in a
letter dated June 7, 2005, regarding Amendment No. 1 to Registration Statement
on Form S-3 filed by MainSource Financial Group, Inc. (the "Company") on May 19,
2005. The numbers of the following responses correspond to the numbers of the
specific comments.
Form S-3
General
1. Attached as Exhibit 1 to this letter is a computation showing that the
acquisition by the Company of The Madison Bank & Trust Company does not meet the
tests for significance to require the inclusion of pro forma financial
information for the transaction in the Registration Statement.
Form 10-Q for the quarter ended March 31, 2005
Item 1 - Financial Statements
2. Attached as Exhibit 2 to this letter is a computation showing that the
discontinuance of the Kentucky operations of MainSource Insurance, LLC, as a
result of the sale of the Kentucky office of MainSource Insurance, is not
material to the Company's financial statements.
<PAGE>
Securities and Exchange Commission
June 7, 2005
Page Two
Note 4 - Securities - page 8
3. The disclosures required under SAB Topic 5:M and EITF 03-1 for the
unrealized losses in the Company's available-for-sale portfolio are expressly
required only in year-end financial statements and filings, and not quarterly
financial statements and filings. Management considered the nature and extent of
such unrealized losses and as discussed in Management's Discussion and Analysis
of Financial Condition and Results of Operations (in the second paragraph under
the heading "Investment Securities"), management determined that the decline in
value was the result of increases in market interest rates and has determined
that the unrealized losses were not other than temporary. Therefore, the
unrealized losses were not recognized into net income.
If you have additional comments or questions regarding this letter or the
amendment, you may contact me at 317-684-5131 or my partner, Karen Ball Woods,
at 317-684-5376.
Sincerely,
/s/ Alan W. Becker
Alan W. Becker
<PAGE>
EXHIBIT 1
MAINSOURCE FINANCIAL GROUP
SIGNIFICANCE TESTS FOR MADISON BANK & TRUST ACQUISITION
Significance criteria as per Article 1 (section 210.1-02w) and Article 11
for pro forma financial statements (in 000's)
1. Investment in subsidiary > 20% of most recent year end consolidated
financial statements:
Investment in MB&T $ 30,000
Total MSFG assets at 12/31/04 1,549,379
Investment/Total assets 1.94%
2. Total assets of target / total assets of registrant:
Total assets of MB&T at 12/31/04 $ 216,000
Total MSFG assets at 12/31/04 1,549,379
Assets acquired/Total assets 13.94%
3. Pre-Tax income of target / pre-tax income of registrant:
Pre-tax income of MB&T for 12/31/04 $ 200
Pre-tax income of MSFG for 12/31/04 23,066
MB&T pre-tax income / MSFG pre-tax income 0.87%
<PAGE>
EXHIBIT 2
MAINSOURCE INSURANCE INCOME
COMPARED TO MAINSOURCE FINANCIAL GROUP
(In thousands)
MainSource Insurance
(Kentucky Division) MainSource Financial
--------------------------------- ---------------------------------
1st Qtr. 2005 1st Qtr 2004 1st Qtr. 2005 1st Qtr 2004
---------------- ---------------- ----------------- ---------------
Revenue $ 185.3 $ 371.0 $ 23,272.0 $ 21,528.0
Expenses 126.6 226.7 18,202.0 16,373.0
--------------- ---------------- ----------------- ---------------
Pre-tax
Income 58.7 144.3 5,070.0 5,155.0
Taxes 23.8 58.7 1,280.0 1,520.0
---------------- ---------------- ----------------- ---------------
Net
Income $ 34.9 $ 85.6 $3,790.0 $3,635.0
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