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): June 19, 2006 ------------------------------ 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) Not Applicable (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: [ ] 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)) Page 1 of 5 Item 7.01. Regulation FD Disclosure. On April 13, 2006, the Board of Directors of First Merchants Corporation declared a quarterly cash dividend of $0.23 per share on its outstanding common stock. The cash dividend was payable to stockholders of record on June 5, 2006. The cash dividend was distributed along with a letter to the stockholders on June 19, 2006. A copy of the stockholder letter is attached as Exhibit 99.1 to this report and is furnished pursuant to Regulation FD. Item 9.01. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) (99.1) Stockholder Letter dated June 19, 2006. Page 2 of 5 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: June 19, 2006 FIRST MERCHANTS CORPORATION (Registrant) By: /s/ Mark K. Hardwick --------------------------- Mark K. Hardwick, Executive Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer) Page 3 of 5 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 99.1 Stockholder Letter dated June 19, 2006. Page 4 of 5 First Merchants Corporation Exhibit 99.1 Stockholder Letter, dated June 19, 2006 June 19, 2006 Dear Shareholder: The First Merchants Corporation Board of Directors has declared a quarterly cash dividend of $0.23 per share to holders of record on June 5, 2006, payable June 19, 2006. Our results for the first quarter evidence continued growth in loans and deposits offset to some degree by the margin compression provided by an inverted yield curve. Our focus is on a higher rate of customer acquisition coupled with superior service to our existing clients and active management of our credit costs. During the first quarter, we completed the combining of First Merchants Bank and First United Bank. Our employees in Middletown deserve positive recognition by their diligent efforts around meeting our customers' needs. Your Board of Directors is pleased to provide this dividend to you, and we are appreciative of your continued support of our Corporation. Should you have any questions regarding our company, we welcome them through our internal shareholder relations department (800-262-4261 ext. 7278) or through direct e-mail link on our website, www.firstmerchants.com, and invite you to avail yourselves of this service. Sincerely, Michael L. Cox President and Chief Executive Officer MLC/ch Enclosure