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
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Date
of Report (Date of earliest event reported): February 19,
2007
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1st
Source Corporation
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(Exact
name of registrant as specified in its charter)
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Indiana
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0-6233
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35-1068133
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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100
North Michigan Street, South Bend, Indiana
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46601
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(Address
of principal executive offices)
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(Zip
Code)
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574-235-2000
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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 (see
General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
1st
Source Corporation, the holding company of 1st Source Bank (“1st Source”,
NASDAQ: SRCE), and FINA Bancorp, Inc. (“FINA”) jointly announced on February 19,
2007 the execution of a definitive agreement of merger (“Merger Agreement”) in
which 1st Source, headquartered in South Bend, Indiana, will acquire FINA
in an
exchange of cash and stock (“Merger”). FINA, headquartered in Valparaiso,
Indiana, operates First National Bank, Valparaiso, a national banking
association with 26 offices in Northwest Indiana.
The
Merger, approved by the directors of both companies, is valued at approximately
$135 million, or $3,206.57 per FINA share. The price represents approximately
196% of book value and 41.5 times 2006 earnings before securities losses.
1st
Source will pay a minimum of 40% and a maximum of 42% of the purchase price
in
shares of 1st Source common stock, and the remainder of the purchase price
will
be paid in cash. The precise exchange ratio will be established at closing
based
on 1st Source’s stock price prior to completion of the Merger. FINA shareholders
will be able to choose whether to receive 1st Source common stock or cash
pursuant to election procedures described in the definitive agreement, subject
to 1st Source’s ability to reallocate elections on a proportionate basis. The
Merger is expected to be completed in the second quarter of 2007.
The
Merger is intended to constitute a reorganization under Section 368(a) of
the
Internal Revenue Code of 1986, as amended. The Merger Agreement, which is
filed
as Exhibit 2.1 hereto and is incorporated herein by reference, contains various
representations, warranties and covenants of 1st Source and FINA and certain
conditions precedent to the merger. Those conditions include (i) the approval
of
the merger by the shareholders of FINA, (ii) the receipt of all required
regulatory approvals and (iii) the satisfaction or waiver of certain other
customary closing conditions. 1st Source has obtained the voting agreement
of
shareholders holding a majority of the outstanding shares to vote in favor
of
the Merger.
The
foregoing description of the merger and the agreement is a summary and does
not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement. The Merger Agreement should not be read alone, but should
be
read in conjunction with other information regarding 1st Source and FINA,
including any proxy statement or prospectus that may be filed in connection
with
the Merger, as well as the Forms 10-K, 10-Q and other filings of 1st Source
with
the Securities and Exchange Commission.
Additional
Information About This Transaction
1st
Source intends to file with the Securities and Exchange Commission a
Registration Statement on Form S-4, which will contain the prospectus of
1st
Source relating to the shares to be issued in the merger and the proxy statement
of FINA relating to a Special Meeting of Shareholders, at which the Merger
Agreement will be considered and voted upon by FINA’s shareholders, as well as
other relevant information concerning the Merger. Investors are urged to
read
the proxy statement/prospectus when it becomes available and any other relevant
documents filed with the Securities and Exchange Commission because they
will
contain important
information.
Investors will also be able to obtain the Form S-4 Registration Statement,
including the exhibits filed therewith, free of charge at the website maintained
by the Securities and Exchange Commission at www.sec.gov.
In
addition, investors may obtain documents filed with the Securities and Exchange
Commission free of charge by requesting them in writing from 1st Source
Corporation, Post Office Box 1602, South Bend, Indiana 46634, Attention:
Treasurer.
Forward-Looking
Statements
Except
for historical information contained herein, the matters discussed in this
document express “forward-looking statements.” Generally, the words “believe,”
“expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar
expressions indicate forward-looking statements. Those statements, including
statements, projections, estimates or assumptions concerning future events
or
performance, and other statements that are other than statements of historical
fact, are subject to material risks and uncertainties. 1st Source cautions
readers not to place undue reliance on any forward-looking statements, which
speak only as of the date made. 1st Source may make other written or oral
forward-looking statements from time to time. Readers are advised that various
important factors could cause 1st Source’s actual results or circumstances for
future periods to differ materially from those anticipated or projected in
such
forward-looking statements. Such factors, among others, include changes in
laws,
regulations or accounting principles generally accepted in the United States;
1st Source’s competitive position within its markets served; increasing
consolidation within the banking industry; unforeseen changes in interest
rates;
unforeseen downturns in the local, regional or national economies or in the
industries in which 1st Source has credit concentrations; and other risks
discussed in 1st Source’s filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K, which filings are available from
the
SEC. 1st Source undertakes no obligation to publicly update or revise any
forward-looking statements.
Item
8.01 Other Events.
In
connection with the Merger discussed in Item 1.01 above, 1st Source and FINA
issued a joint press release. The release is included as Exhibit 99.1 to
this
Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits
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(c)
Exhibits
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2.1
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Agreement
and Plan of Merger, dated as of February 19, 2007, among 1st Source
Corporation, Hickory Acquisition, Inc., FINA Bancorp, Inc. and
Wayne B.
Welter
Note:
Schedules and Exhibits to the Merger Agreement have not been included.
The
Schedules and Exhibits to the Merger Agreement may qualify certain
of the
representations, warranties and covenants and do not contain any
information that requires disclosure pursuant to any securities
laws or
rules.
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99.1
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Joint
Press Release dated February 19, 2007 announcing execution of the
merger
agreement.
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SIGNATURE
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 hereunto
duly authorized.
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1st
SOURCE CORPORATION
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(Registrant)
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Date: February
20, 2007
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/s/CHRISTOPHER
J. MURPHY III
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Christopher
J. Murphy III
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Chairman
of the Board, President and CEO
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Date: February
20, 2007
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/s/LARRY
E. LENTYCH
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Larry
E. Lentych
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Treasurer
and Chief Financial Officer
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Principal
Accounting Officer
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