Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)

UNITED STATES

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): November 24, 2015

MainSource Financial Group, Inc.

(Exact name of registrant as specified in its charter)

Indiana		0-12422		35-1562245
State or Other Jurisdiction of Incorporation or Organization		Commission File No.		I.R.S. Employer Identification Number

2105 North State Road 3 Bypass

Greensburg, Indiana 47240

(Address of principal executive offices)

(812) 663-0157

(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:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On November 24, 2015, MainSource Financial Group, Inc. (“MainSource”) provided slides to be used to discuss the proposed merger transaction between MainSource and Cheviot Financial Corp. (“Cheviot”) with investors and analysts (the “Slides”). A copy of the Slides is included as Exhibit 99.1 hereto and is incorporated herein by reference.

Additional Information for Shareholders

In connection with the proposed merger, MainSource will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Cheviot and a Prospectus of MainSource (the “Proxy Statement/Prospectus”), as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about MainSource and Cheviot, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from MainSource at www.mainsourcebank.com under the tab “Investor Relations” and from Cheviot at www.cheviotsavings.com under the tab “Investor Relations”. Alternatively, these documents, when available, can be obtained free of charge from MainSource upon written request to MainSource Financial Group, Inc., Attn: Corporate Secretary, 2105 North State Road 3 Bypass, Greensburg, Indiana 47240 or by calling (812) 663-6734 or from Cheviot upon written request to Cheviot Financial Corp., Attn: Investor Relations, 3723 Glenmore Avenue, Cheviot, Ohio 45211 or by calling 513-661-0457.

MainSource and Cheviot and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Cheviot in connection with the proposed merger. Information about the directors and executive officers of MainSource is set forth in the proxy statement for MainSource’s 2015 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 25, 2015. Information about the directors and executive officers of Cheviot is set forth in the proxy statement for Cheviot’s 2015 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 12, 2015. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the expected timing, completion, financial benefits and other effects of the proposed merger between MainSource and Cheviot. Forward-looking statements

can be identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties and there are a number of factors that could cause actual results to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: expected cost savings, synergies and other financial benefits from the proposed merger might not be realized within the expected time frames and costs or difficulties relating to integration matters might be greater than expected; the requisite shareholder and regulatory approvals for the proposed merger might not be obtained; market, economic, operational, liquidity, credit and interest rate risks associated with MainSource’s and Cheviot’s businesses, competition, government legislation and policies; ability of MainSource and Cheviot to execute their respective business plans (including the proposed acquisition of Cheviot); changes in the economy which could materially impact credit quality trends and the ability to generate loans and gather deposits; failure or circumvention of either MainSource’s or Cheviot’s internal controls; failure or disruption of our information systems; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigations; other matters discussed in this Current Report and other factors identified in MainSource’s and Cheviot’s Annual Reports on Form 10-K and other periodic filings with the SEC. These forward-looking statements are made only as of the date of this Current Report, and neither MainSource nor Cheviot undertakes an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this Current Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Slides of MainSource Financial Group, Inc. dated November 24, 2015

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 hereunto duly authorized.

DATE: November 24, 2015	MAINSOURCE FINANCIAL GROUP, INC.


	/s/ Archie M. Brown, Jr.
	Archie M. Brown, Jr.
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Slides of MainSource Financial Group, Inc. dated November 24, 2015

Exhibit 99.1

MainSource Financial Group, Inc. to Acquire Cheviot Financial Corp. November 24, 2015

We will achieve our vision by: Forward Looking Statement Disclosure This presentation contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. These forward looking statements are subject to a number of factors and uncertainties which could cause MainSource Financial Group, Inc.’s (“MainSource”), Cheviot Financial Corp.’s (“Cheviot”) or the combined company’s actual results and experience to differ from the anticipated results and expectations expressed in such forward looking statements. Forward looking statements speak only as of the date they are made and neither MainSource nor Cheviot assumes any duty to update forward looking statements. These forward-looking statements include, but are not limited to, statements about (i) the expected benefits of the transaction between MainSource and Cheviot, including future financial and operating results, accretion and earn-back, cost savings, enhanced revenues, long term growth, and the expected market position of the combined company that may be realized from the transaction, and (ii) MainSource’s and Cheviot’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts. Other statements identified by words such as “expects,” “anticipates,” “will,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “positioned,” “projects” or words of similar meaning generally are intended to identify forward-looking statements. Management's determination of the provision and allowance for loan losses, the carrying value of acquired loans, goodwill, and the fair value of investment securities involve judgments that are inherently forward-looking. These statements are based upon the current beliefs and expectations of MainSource’s and Cheviot’s management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond their respective control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from those indicated or implied in the forward-looking statements. There is no assurance that the due diligence process would identify all risks associated with the transaction and no assurance that the conditions to closing will be satisfied. Additional information concerning risks is contained in MainSource’s most recently filed Annual Reports on Form 10-K, recent Current Reports on Form 8-K and other SEC filings. 2

We will achieve our vision by: Important Information for Investors and Shareholders In connection with the proposed merger, MainSource Financial Group, Inc. (“MainSource”) will file with the Securities and Exchange Commission a Registration Statement on Form S-4 that will include a Proxy Statement of Cheviot Financial Corp. (“Cheviot”) and a Prospectus of MainSource, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about MainSource, may be obtained at the SEC’s Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, from MainSource at www.mainsourcebank.com under the tab “Investor Relations.” MainSource and Cheviot and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Cheviot in connection with the proposed merger. Information about the directors and executive officers of MainSource is set forth in the proxy statement for MainSource’s 2015 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 25, 2015. Information about the directors and executive officers of Cheviot is set forth in the proxy statement for Cheviot’s 2015 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 12, 2015. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph. 3

Strategically Compelling Significantly expands our market presence in greater Cincinnati, moving us to #10 in deposit market share in the MSA and #7 in Hamilton County Prudently continues growth of the MainSource franchise Complementary cultures with strong ties to the community and a customer service focus Leverages the MainSource brand, product set and capabilities in a major metropolitan area The Cincinnati MSA has approximately 2.2 million people and a median household income greater than state and national averages Financially Attractive $0.04 accretive to 2016 EPS and $0.12 accretive to 2017 EPS (excluding any transaction expenses) Tangible book value earnback period of ~4.2 years Internal rate of return greater than 20% Pro forma capital ratios above “well-capitalized” guidelines Transaction Overview 4

Geographic Footprint Expanding the Greater Cincinnati Market Source: SNL Financial 5 MainSource Cheviot

Expanding the Greater Cincinnati Market Source: SNL Financial; deposit market share data as of June 30, 2015 6 Cincinnati, OH MSA – Deposit Market Share (Top 40) Rank Institution Branches Deposits Mt. Share 1 U.S. Bancorp (MN) 118 38,866,220 43.0% 2 Fifth Third Bancorp (OH) 132 28,196,736 31.2% 3 PNC Financial Services Group (PA) 82 6,293,965 7.0% 4 Huntington Bancshares Inc. (OH) 38 2,576,805 2.9% 5 First Financial Bancorp. (OH) 41 1,969,061 2.2% 6 JPMorgan Chase & Co. (NY) 37 1,915,967 2.1% 7 BB&T Corp. (NC) 32 1,568,619 1.7% 8 Union SB (OH) 13 1,014,218 1.1% 9 KeyCorp (OH) 25 761,237 0.8% Pro Forma 21 688,340 0.8% 10 LCNB Corp. (OH) 21 671,793 0.7% 11 Guardian Bancorp Inc. (OH) 9 641,044 0.7% 12 Cheviot Financial (OH) 12 462,708 0.5% 13 Commonwealth Holdings LLC (KY) 17 458,998 0.5% 14 North Side B&TC (OH) 8 382,935 0.4% 15 United Community Bancorp (IN) 5 364,176 0.4% 16 Peoples Bancorp Inc. (OH) 14 361,597 0.4% 17 Park National Corp. (OH) 9 237,619 0.3% 18 MainSource Financial Group (IN) 9 225,632 0.3% 19 WesBanco Inc. (WV) 10 211,253 0.2% 20 Forcht Bancorp Inc. (KY) 5 203,200 0.2% 21 Farmers Capital Bank Corp. (KY) 7 198,337 0.2% 22 Harrison Building & Loan Assn. (OH) 3 187,859 0.2% 23 Garfield Acquisition Corp (OH) 5 143,415 0.2% 24 Victory Bancorp Inc. (KY) 3 120,151 0.1% 25 Friendship Bancorp (IN) 2 118,177 0.1% 26 1st National Bank (OH) 10 114,520 0.1% 27 CenterGroup Financial Inc. (OH) 3 111,647 0.1% 28 New Richmond Bancorp. (OH) 5 106,145 0.1% 29 Cincinnati Bancorp (MHC) (OH) 4 104,541 0.1% 30 Miami SB (OH) 3 97,536 0.1% 31 CBank (OH) 2 93,290 0.1% 32 Merchants Bancorp Inc. (OH) 4 91,601 0.1% 33 DSA Financial Corp. (IN) 2 91,544 0.1% 34 Stock Yards Bancorp Inc. (KY) 5 91,273 0.1% 35 Eagle SB (OH) 3 89,207 0.1% 36 Somerville National Bank (OH) 3 70,234 0.1% 37 MW Bancorp Inc (OH) 2 69,568 0.1% 38 Valley Central MHC (OH) 2 68,722 0.1% 39 First State Bancorp Inc. (OH) 3 67,014 0.1% 40 First Merchants Corp. (IN) 2 61,136 0.1% Total For Institutions In Market 766 90,391,222 100%

Expanding the Greater Cincinnati Market Source: SNL Financial; deposit market share data as of June 30, 2015 7 Hamilton County, OH – Deposit Market Share Rank Institution Branches Deposits Mt. Share 1 U.S. Bancorp (MN) 50 37,096,120 51.0% 2 Fifth Third Bancorp (OH) 62 24,024,985 33.0% 3 PNC Financial Services Group (PA) 49 4,794,697 6.6% 4 Huntington Bancshares Inc. (OH) 17 1,651,409 2.3% 5 JPMorgan Chase & Co. (NY) 13 889,493 1.2% 6 Union SB (OH) 8 747,193 1.0% Pro Forma 16 536,482 0.7% 7 KeyCorp (OH) 15 490,781 0.7% 8 Cheviot Financial (OH) 12 462,708 0.6% 9 Guardian Bancorp Inc. (OH) 4 360,291 0.5% 10 North Side B&TC (OH) 7 358,322 0.5% 11 First Financial Bancorp. (OH) 12 318,573 0.4% 12 Harrison Building & Loan Assn. (OH) 2 167,452 0.2% 13 WesBanco Inc. (WV) 8 159,638 0.2% 14 Garfield Acquisition Corp (OH) 4 112,704 0.2% 15 Cincinnati Bancorp (MHC) (OH) 4 104,541 0.1% 16 CBank (OH) 2 93,290 0.1% 17 Eagle SB (OH) 3 89,207 0.1% 18 Stock Yards Bancorp Inc. (KY) 3 87,745 0.1% 19 Miami SB (OH) 2 85,558 0.1% 20 MainSource Financial Group (IN) 4 73,774 0.1% 21 MW Bancorp Inc (OH) 2 69,568 0.1% 22 Valley Central MHC (OH) 1 68,722 0.1% 23 Cincinnatus Community Bncp MHC (OH) 3 58,657 0.1% 24 Park National Corp. (OH) 1 51,713 0.1% 25 Warsaw FS&LA (OH) 2 50,237 0.1% 26 FCN Banc Corp. (IN) 1 41,973 0.1% 27 LCNB Corp. (OH) 2 41,859 0.1% 28 BB&T Corp. (NC) 1 40,415 0.1% 29 SV Bancorp Inc. (OH) 1 38,866 0.1% 30 Fidelity Federal Bancorp (IN) 1 22,314 0.0% 31 ASB Financial Corp. (OH) 2 21,160 0.0% 32 First Safety Bank (OH) 1 14,704 0.0% 33 New Foundation SB (OH) 1 14,653 0.0% 34 1st National Bank (OH) 1 8,121 0.0% 35 Republic Bancorp Inc. (KY) 1 3,326 0.0% 36 Woodforest Financial Grp Inc. (TX) 3 3,161 0.0% 37 Peoples First SB (OH) 1 141 0.0% Total For Institutions In Market 307 72,718,071 100%

Attractive Pro Forma Financial Returns Key Financial Modeling Assumptions 2016 EPS Accretion Tangible Book Value IRR $0.04 per share or ~2.0%(3) ~3.8% estimated dilution at closing Accretive to standalone tangible book value in approximately 4.2 years (4) Internal rate of return > 20% No revenue enhancements or cross-sell opportunities have been assumed Cost savings of 40% of non-interest expense, or approximately $4.4 million; 75% phased in 2016 Gross loan mark of 3.25% and 15% mark on OREO (loan mark of $9.2 million net of loan loss reserve) Credit review focused on the largest relationships, adversely classified assets and watch list loans Reviewed approximately 87.9% of all commercial loans; others were granular in nature Reviewed 100% of relationships with balance greater than $250,000 and all adversely classified assets with a balance greater than $25,000 Cheviot NCOs / loans have averaged 23 basis points, 2010 - 2014 Core deposit intangible of 1.0%, amortized sum-of-the-years digits over 10 years Pre-tax restructuring expenses of $7.5 million at closing 2nd quarter 2016 estimated closing Transaction Pricing and Financial Impact Transaction Pricing Aggregate Deal Value ($M)(1) $107.4 Price / Tangible Book Value 123% Price / Core LTM EPS 49.1x Price / Estimated 2016 EPS(2) 30.8x Price / Estimated 2017 Core EPS with Synergies(2) 13.8x Core Deposit Premium 4.6% Based upon the MSFG closing price of $23.56 as of November 20, 2015. Based upon MainSource estimates of Cheviot earnings. Earnings accretion excludes the impact of any potential restructuring charges to be incurred in 2016. Defined as the number of years for pro forma tangible book value per share to exceed stand-alone projected tangible book value per share, inclusive of all restructuring expenses. 8 Pro Forma Capital TCE > 8%; Total RBC > 14% 2017 EPS Accretion $0.12 per share or ~6.6%

9 Cheviot Financial Corp. Historical Financial Profile Historical Financials Loan Composition Note: Core earnings represents adjustments made to earnings for realized gains on securities, amortization of intangibles, goodwill impairment and, for the first quarter, a payout to the former CEO Source: SNL Financial Deposit Composition $368.1 Million MRQ Yield: 4.22% $459.9 Million MRQ Cost: 0.64% Construction , 2.1% HELOC , 6.7% 1 - 4 Family , 55.6% Multifamily , 8.8% CRE , 24.6% C&I , 1.5% Consumer , 0.8% Transaction , 21.4% Savings , 9.6% MMDA , 24.7% Time Deposits , 44.3%