0000712534-01-500114.txt : 20011031
0000712534-01-500114.hdr.sgml : 20011031
ACCESSION NUMBER: 0000712534-01-500114
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20001231
FILED AS OF DATE: 20011029
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRST MERCHANTS CORP
CENTRAL INDEX KEY: 0000712534
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 351544218
STATE OF INCORPORATION: IN
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17071
FILM NUMBER: 1768694
BUSINESS ADDRESS:
STREET 1: 200 E JACKSON ST
STREET 2: PO BOX 792
CITY: MUNCIE
STATE: IN
ZIP: 47308-0792
BUSINESS PHONE: 3177471500
MAIL ADDRESS:
STREET 1: 200 EAST JACKSON STREET
CITY: MUNCIE
STATE: IN
ZIP: 47305
10-K/A
1
k10a1001.txt
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the Fiscal year ended December 31, 2000 Commission file number 0-17071
FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1544218
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Jackson 47305-2814
Muncie, Indiana (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (765) 747-1500
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section
12 (g) of the Act:
Common Stock, $.125 stated value per share
(Title of Class)
Indicate by check mark whether the registrant(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein,and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value (not necessarily a reliable indication of the price
at which more than a limited number of shares would trade) of the voting stock
held by non-affiliates of the registrant was $ as of March 6, 2000.
As of March 15,2001 there were 11,588,443 outstanding common shares, without par
value, of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Documents Into Which Incorporated
2000 Annual Report to Stockholders Part II (Items 5, 6, 7, 7A, and 8)
Definitive Proxy Statement for
Annual Meeting of Shareholders
to be held April 11, 2001 Part III (Items 10 through 13)
Exhibit Index: Page 24
FIRST MERCHANTS CORPORATION
200 EAST JACKSON
MUNCIE, INDIANA 47305-2814
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 2000:
Exhibits:
23 Consent of independent certified public accountants
28 Annual report on Form 11-K for First Merchants Corporation Employee
Stock Purchase Plan (1999) and report of Plan's independent public
accountants with respect to the financial statements
The above amendments are being filed to include the information required by
Form 11-K.
FIRST MERCHANTS CORPORATION
(Registrant)
By /s/James L. Thrash
___________________________
James L. Thrash
Senior Vice President and
Chief Financial Officer
Date: October 18, 2001
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in a Registration Statement on Form
S-8 (File Number 33-28900) of our report dated October 18, 2001, on the audit of
the financial statements of First Merchants Corporation Employee Stock Purchase
Plan (1999) for the year ended June 30, 2001 included in exhibit 28.
BKD,LLP
Indianapolis, Indiana
October 18, 2001
EXHIBIT 28
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2001
FIRST MERCHANTS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN (1999)
(Full title of the plan)
FIRST MERCHANTS CORPORATION
(Name of issuer of the securities held pursuant to the plan)
200 East Jackson Street
Muncie, Indiana 47305
(Address of principal executive office)
Independent Accountant's Report
Compensation Committee of the
Board of Directors
First Merchants Corporation
Muncie, Indiana
We have audited the accompanying statement of financial condition of First
Merchants Corporation Employee Stock Purchase Plan (1999) (formerly the 1994
Plan) as of June 30, 2001 and 2000, and the related statement of income and
changes in Plan equity for each of the three years in the period ended June 30,
2001. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An Audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Merchants Corporation
Employee Stock Purchase Plan (1999) as of June 30, 2001, in conformity with
accounting principles generally accepted in the United States of America.
BKD, LLP
Indianapolis, Indiana
October 18, 2001
First Merchants Corporation
Employee Stock Purchase Plan (1999)
Statement of Financial Condition
June 30 2001 2000
--------------------------------------------- ----------------- ----------------
Assets
Investments--interest-bearing deposits $505,482 $484,769
================= ================
Plan Equity $505,482 $484,769
================= ================
See notes to financial statements.
First Merchants Corporation
Employee Stock Purchase Plan (1999)
Statement of Income and Changes in Plan Equity
Year Ended June 30 2001 2000 1999
------------------------------------------------------------------ ------------------- ------------------ ------------------
Investment income--interest $ 10,720 $ 11,119 $ 9,074
Contributions from participants 528,573 511,644 449,852
------------------- ------------------ ------------------
539,293 522,763 458,926
------------------- ------------------ ------------------
Withdrawals and terminations paid in cash 37,037 47,148 32,578
Purchase and distribution of stock 481,543 422,421 384,386
------------------- ------------------ ------------------
518,580 469,569 416,964
------------------- ------------------ ------------------
Income and changes in Plan equity for the year 20,713 53,194 41,962
Plan equity at beginning of year 484,769 431,575 389,613
------------------- ------------------ ------------------
Plan equity at end of year $505,482 $484,769 $431,575
=================== ================== ==================
See notes to financial statements.
First Merchants Corporation
Employee Stock Purchase Plan (1999)
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Organization-The Plan was originally adopted by the Board of Directors of First
Merchants Corporation (Corporation) in February 1989, and commenced operations
in July 1989. Effective July 1, 1994, the Plan was amended by the adoption of
the 1994 Employee Stock Purchase Plan (1994 Plan), and effective July 1, 1999,
amended again by the adoption of the 1999 Employee Stock Purchase Plan (1999
Plan). The 1999 Plan was adopted by the Board of Directors of the Corporation in
February 1999 and approved by Corporation stockholders in April 1999. A total of
250,000 shares of the Corporation's common stock are to be reserved for issuance
pursuant to the 1999 Plan. The purpose of the Plan is to provide eligible
employees of the Corporation and participating subsidiaries the opportunity to
purchase Corporation common stock through annual offerings financed by payroll
deductions.
Investments, consisting of interest-bearing deposit accounts at a subsidiary of
the Corporation, are carried at cost which approximates current value.
Note 2 - General Information
The Plan provides for the purchase of up to 250,000 shares of the Corporation's
common stock by eligible employees through a maximum of five offerings of twelve
month durations. Prior to each offering period, eligible employees elect to have
up to 20 percent of their compensation deducted from their pay and accumulated
with interest until the end of that offering period, but not to exceed $25,000
per offering period.
At the end of each offering period, the balance of each participant's payroll
deduction account is applied to the purchase of the largest number of full
shares of the Corporation's common stock possible. The price at which the shares
are deemed to have been purchased is determined by the Compensation Committee of
the Corporation and is equal to 85 percent of the lesser of the fair market
value of the Corporation's common stock at the beginning or at the end of that
offering period. Shares to be purchased under the Plan may be obtained by the
Corporation from its authorized but previously unissued shares, from open market
transactions or from private sources.
In July 2001 and 2000, the Corporation issued 28,466 and 26,778 shares of its
common stock for the offering period ended June 30, 2001 and 2000, at $17.69 and
$17.98 per share.
At June 30, 2001, the Plan had 315 participants.
Note 3 - Income Tax Status
The Plan is not and will not be qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (Code). The Plan is intended to qualify as an
employee stock purchase plan under Section 423 of the Code. Consequently, the
difference between the purchase price and the fair market value of the stock
purchased under the Plan is not includable in the participant's gross income for
federal income tax purposes, unless a disqualifying distribution occurs.