1ST SOURCE CORP
8-K, 2000-02-17
STATE COMMERCIAL BANKS
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                       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)    February 16, 2000


                             1st SOURCE CORPORATION
             (Exact name of  registrant as specified in its charter)

                                     INDIANA
                 (State or other jurisdiction of incorporation)

       0-5907                                         35-1068133
(Commission File Number)                            (I.R.S. Employer
                                                    Identification No.)


   100 North Michigan Street
   South Bend, Indiana                                   46601
(Address of principal executive offices)               (Zip Code)

                                (219) 235-2702
              (Registrant's telephone number, including area code)


                                 Not Applicable
         (Former name or former address if changed since last report.)




<PAGE>



ITEM 5.       Other Events

     1st  Source  Corporation,  parent  company  of 1st  Source  Bank,  will  be
restating  its financial  statements  for December 31, 1998 as well as the first
three quarters of 1999. The restatement  pertains to 1st Source's accounting for
measuring  income  recognition on securitized  loans in accordance with SFAS No.
125   "Accounting   for  Transfers   and  Servicing  of  Financial   Assets  and
Extinguishment  of  Liabilities".  Since  June 30,  1998,  1st  Source  has sold
approximately  $581 million of capital  equipment loans into its  securitization
facility.  The loan securitization  activities have provided an excellent source
of funding for 1st Source to support the growth of its Specialty  Finance Group.
The auditors of 1st Source Corporation,  PricewaterhouseCoopers LLP, recommended
that 1st Source  review its  accounting  policies  and  procedures  relating  to
securitized loans. As a result of the review, an enhanced and more sophisticated
analytical  model was developed which enabled 1st Source to refine its method of
estimating  the  performance  of the  securitized  loans  and the  value  of its
retained  interests in the loans.  The new model results only in a difference in
timing of the revenue  recognition from our securitized  loans and has no effect
on the total cash flows of the securitized transactions.

     The adoption of the model was applied  retroactively to the commencement of
this  securitization  program in the third quarter of 1998.  The  application of
this new model  resulted  in an  increase in net income in 1998 and no change to
the previously  disclosed estimated full year's net income in 1999. However, the
previously reported quarterly net income for each of the first three quarters of
1999 did change as a result of the new model.

         The  changes  to prior  period  financial  statements  are as  follows:
(unaudited -- dollars in thousands except Per Share Data)

<TABLE>
<CAPTION>
                         Quarter Ended     Year Ended                  Quarter Ended
                            9/30/98      Dec. 31, 1998     3/31/99        6/30/99        9/30/99
                            -------      -------------     -------        -------        -------
<S>                       <C>            <C>            <C>            <C>            <C>
Securitization Income
     Previous              $  2,902       $  8,570       $  2,771       $  2,749       $  2,977
     As restated              3,700          9,305          3,825          2,012          2,156

Net Income
     Previous                 7,861         31,020          7,880          8,327          9,117
     As restated              8,335         31,457          8,528          7,874          8,613

Diluted EPS
     Previous                  0.41           1.60           0.41           0.43           0.47
     As restated               0.43           1.62           0.44           0.41           0.45

Retained Interest Assets
     Previous                 7,677          9,100         11,408         13,593         16,175
     As restated              7,414          8,371         10,839         11,418         11,917

Reserve for Loan Losses
     Previous                40,289         40,929         42,080         43,300         44,903
     As restated             38,397         38,629         38,974         39,403         39,814

Shareholders' Equity
     Previous               210,452        215,859        222,445        225,491        230,984
     As restated            211,421        216,793        223,975        226,521        231,469
</TABLE>

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<PAGE>

         1st Source will amend its Annual Report on Form 10-K for the year ended
December 31, 1998,  and  Quarterly  Reports on Form 10-Q for the quarters  ended
September 30, 1998,  March 31, 1999,  June 30, 1999,  and September 30, 1999, in
connection with the restatement.


     After giving effect to the foregoing  adjustments,  1st Source reported net
income for the fourth quarter of 1999 of $10.8 million, 24.7 percent higher than
the restated net income of $8.6 million reported for the fourth quarter of 1998.
Diluted net income per common share for the fourth  quarter of 1999  amounted to
$0.56,  up 24.4 percent from the restated $0.45 per common share reported in the
fourth quarter of 1998.

     Net  income  for 1999 was  $35.8  million,  13.7  percent  higher  than the
restated $31.5 million reported for the year 1998. Diluted net income per common
share  for 1999  amounted  to $1.86,  up 14.8  percent  from the $1.62  restated
diluted net income per common share for 1998.

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<PAGE>



                                   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 thereunto duly authorized.



                                                    1st Source Corporation
                                                    ----------------------



DATE    02/16/00                       /s/ Christopher J. Murphy III
       ----------                     ----------------------------------------
                                          (Signature)
                                       Christopher J. Murphy III
                                       Chairman of the Board, President and CEO


DATE    02/16/00                       /s/ Larry E. Lentych
       ----------                     ----------------------------------------
                                          (Signature)
                                       Larry E. Lentych
                                       Treasurer and Chief Financial Officer



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