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
______________________________
DATE OF REPORT (Date of earliest event reported): February 9, 2005
______________________________
FIRST MERCHANTS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
_______________________________
INDIANA 0-17071 35-1544218
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
200 East Jackson Street
P.O. Box 792
Muncie, IN 47305-2814
(Address of Principal Executive Offices, including Zip Code)
(765) 747-1500
(Registrant's Telephone Number, including Area Code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
(a) On February 8, 2005, the Board of Directors of First Merchants
Corporation (the "Corporation") approved the recommendation of its Compensation
Committee to revise the structure of the compensation of the Corporation's
non-employee Directors. The Directors of the Corporation who are also employees
of the Corporation or one of its subsidiaries will continue not to receive
additional compensation for their service as a Director of the Corporation.
Historically, a Director of the Corporation who was not also an employee of the
Corporation or one of its subsidiaries has been compensated by receiving an
annual retainer for the Director's services plus additional compensation for
each Board or Board Committee meeting the Director attended. The Board of the
Directors has decided to revise the compensation of the non-employee Directors
to provide for annual retainers and stipends only with no additional meeting
attendance fees. Effective as of January 1, 2005, each non-employee Director
will receive an annual retainer of $15,000 for serving as a Director, plus a
$3,000 annual retainer for each Board Committee on which the Director serves,
plus a $2,000 annual stipend for each Committee that the Director chairs (except
for the Audit Committee, whose chair will receive a $5,000 annual stipend). The
above retainers and stipends do not apply to the Chairman of the Board who will
receive a $50,000 annual retainer and will not receive additional compensation
for the Chairman's participation on the Board and Board Committees. These
retainers and stipends will be paid by the Corporation quarterly. If a Director
becomes subject to mandatory retirement during a calendar year, the Director's
retainers and stipends will be prorated to the date of retirement.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(d) On February 8, 2005, the Board of Directors of First Merchants
Corporation (the "Corporation") appointed Roderick English to fill the vacancy
on the Corporation's Board of Directors caused by the amendment to the
Corporation's Bylaws described in this Form 8-K. Dr. English's term will
continue until the 2005 Annual Meeting of the Shareholders, at which time he
will be considered for election for a full three (3) year term. As of the date
of this report, the Board of Directors has not yet determined on which
committees Dr. English will serve. A copy of the Corporation's press release,
dated February 9, 2005, announcing the appointment of Dr. English is attached
hereto as Exhibit 99.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
(a) On February 8, 2005, the Board of Directors of the Corporation
amended Section Article V, Section 1 of the Corporation's Bylaws to provide for:
(i) seventeen (17) Directors rather than the previous sixteen (16) for the
period from February 8, 2005 until April 14, 2005 and (ii) thirteen (13)
Directors on and after April 14, 2005. This reduction will not necessitate the
removal of any Director because the terms of three (3) of the current Directors
(Stefan S. Anderson, Frank A. Bracken, Esq. and Blaine A. Brownell) will expire
at the 2005 Annual Meeting of the Shareholders, and one (1) Director (Norman
Johnson) has provided the Corporation with notice that he intends to retire from
the Board of Directors as of that meeting. Mr. Johnson has reached the age
whereby his retirement is mandatory pursuant to the Corporation's Bylaws.
Item 9.01. Financial Statements and Exhibits.
(c) (99.1) Press Release dated February 9, 2005.
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: February 9, 2005.
FIRST MERCHANTS CORPORATION
By: /s/ Larry R. Helms
Larry R. Helms,
Senior Vice President
EXHIBIT INDEX
99.1 Press Release dated February 9, 2005
Exhibit 99.1
N / E / W / S R / E / L / E / A / S / E
[GRAPHIC OMITTED][GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
For more information, contact:
Andrew Weixler, Corporate Marketing Director, 765-747-1360
First Merchants Corporation Elects Roderick English to its Board of Directors
February 9, 2005
Muncie, Indiana - First Merchants Corporation, a $3.2 billion financial holding
company, has elected Roderick English to its Board of Directors. Mr. English was
elected yesterday at a regular meeting of the Board of Directors.
Mr. English serves as Senior Vice President of Human Resources and
Communications for Remy International, Inc., in Anderson, Indiana, where he has
worked in various leadership roles since joining the former division of General
Motors in 1976.
In 2003, English was the Laureate for the Madison County Business Hall of Fame
and in 1998 was appointed by then-Governor Frank O'Bannon to the Indiana Public
Employee Relations Board. He is a current member of the board of commissioners
for the Martin Luther King Memorial Commission and also serves as project
chairman for the MLK Community Housing Development Organization. He serves on
the boards of the St. John's Health System Finance Committee, Madison County
Community Foundation, and the Board of Trustees, East Central Region for Ivy
Tech State College. Mr. English earned a bachelor's degree from Mercer
University in Georgia and a master's degree in management from Indiana Wesleyan
University.
"We are excited to have Rod join our Board," said Michael L. Cox, First
Merchants' CEO. "His strong ties to Madison County and experience in Indiana
business are attributes that will serve our Board well."
About First Merchants Corporation
First Merchants Corporation (Nasdaq: FRME) is a financial holding company
headquartered in Muncie, Indiana. Since its organization in 1982, the
Corporation has grown to include nine affiliate banks with over 70 locations in
17 Indiana and three Ohio counties, a trust company, a multi-line insurance
company, and a title company. Bank subsidiaries of the Corporation include:
* First Merchants Bank in Delaware and Hamilton counties
* Madison Community Bank in Madison County
* First United Bank in Henry County
* United Communities National Bank (UCNB) in Randolph, Union, Fayette,
Wayne, and Butler (OH) counties
* First National Bank in Jay County
* Decatur Bank & Trust Company in Adams County
* Frances Slocum Bank in Wabash, Howard, and Miami counties
* Lafayette Bank and Trust Company in Tippecanoe, Carroll, Jasper, and
White counties
* Commerce National Bank in Franklin and Hamilton counties in Ohio
The Corporation also operates First Merchants Insurance Services, a full-service
property, casualty, personal lines, and health care insurer, and is the majority
owner of the Indiana Title Insurance Company LLC. Merchants Trust Company unites
the trust and asset management services of all affiliate banks of the
Corporation and represents one of the largest trust companies in the State of
Indiana, with assets in excess of $1.5 billion.
For more information, visit www.firstmerchants.com.
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