FIRST MERCHANTS CORP
10-Q/A, 1997-12-23
NATIONAL COMMERCIAL BANKS
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<PAGE>

                                  FORM 10-Q

                                AMENDMENT NO. 2

                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549

              QUARTERLY REPORT UNDER SECTION 13 or 15 (d) of THE

                       SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended September 30, 1997


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 of organization)         Identification No.)


   200 East Jackson Street - Muncie, IN              47305-2814
- --------------------------------------------------------------------------------
  (Address of principal executive office)            (Zip code)



                                (765) 747-1500
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



                                Not Applicable
- --------------------------------------------------------------------------------
             (Former name former address and former fiscal year,
                        if changed since last report.)



     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 1934 during 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      
                               -----    -----


     As of October 30, 1997, there were outstanding 6,659,602 common shares, 
without par value, of the registrant.

     

     The exhibit index appears on page 17.

     This report including the cover page contains a total of 21 pages.

              
                                                                          Page 1

<PAGE>

                           FIRST MERCHANTS CORPORATION

                                    FORM 10-Q

<TABLE>
<CAPTION>
         The following table summarized the risk elements for the Corporation.
         ---------------------------------------------------------------------------------------
          (Dollars in Thousands)                 September 30,    December 31,    December 31,
                                                     1997             1996            1995
         ---------------------------------------------------------------------------------------
          <S>                                      <C>              <C>             <C>
          Non-accrual loans . . . . . . . . . .    $ 1,842          $ 2,777         $   576
          Loans contractually past due 90 days
           or more other than nonaccruing . . .      2,025            1,699           1,119
          Restructured loans  . . . . . . . . .        356            1,540           1,075
                                                   -------          -------         -------
                  Total . . . . . . . . . . . .    $ 4,223          $ 6,016         $ 2,770
                                                   -------          -------         -------
                                                   -------          -------         -------
         ---------------------------------------------------------------------------------------
</TABLE>

         The increase in non-performing loans from December 31, 1995, to 
December 31, 1996, is primarily attributable to one loan placed in 
non-accrual status during 1996.  This loan is included in impaired loans at 
December 31, 1996, for which an allowance was recorded.  Management is in the 
process of resolving this loan situation and anticipates that no additional 
provision for loan losses will be required.  

         The Corporation adopted SFAS No. 114 and No. 118 ACCOUNTING BY 
CREDITORS FOR IMPAIRMENT OF A LOAN AND ACCOUNTING BY CREDITORS FOR IMPAIRMENT 
OF A LOAN-INCOME RECOGNITION AND DISCLOSURES on January 1, 1995.  Impaired 
loans included in the table above, totaled $3,992,000 at December 31, 1996.  
An allowance for loan losses was not deemed necessary for impaired loans 
totaling $868,000, but an allowance of $1,092,000 was recorded for the 
remaining balance of impaired loans of $3,124,000.  The average balance of 
impaired loans for 1996 was $5,213,000.  The balance of impaired loans has 
not changed significantly since December 31, 1996.

         At December 31, 1996, the allowance for loan losses was $6,622,000, 
down slightly from year end 1995.  As a per cent of loans, the allowance was 
1.05 per cent, down from 1.21 per cent at year end 1995.  The provision for 
loan losses in 1996 was $1,253,000 compared to $1,388,000 in 1995.

         At September 30, 1997, the allowance for loan losses stood at 
$6,785,000 or .97 per cent of loans.  $952,000 was provided for loan losses 
in the first nine months of 1997 compared to $875,000 in the same period of 
1996.

         The table below presents loan loss experience for the years 
indicated and compares the Corporation's loss experience to that of its peer 
group, consisting of bank holding companies with assets between $1 billion 
and $3 billion.

<TABLE>
<CAPTION>
                                                      1997 (1)          1996           1995
                                                      ----              ----           ----
<S>                                                   <C>               <C>            <C>
(Dollars in Thousands)
Allowance for loan losses:
  Balance at January 1 . . . . . . . . . . . .        $6,622            $6,696         $6,603
                                                      ------            ------         ------
  Chargeoffs . . . . . . . . . . . . . . . . .         1,175             1,636          1,554
  Recoveries . . . . . . . . . . . . . . . . .           386               309            259
                                                      ------            ------         ------
  Net chargeoffs . . . . . . . . . . . . . . .           789             1,327          1,295
  Provision for loan losses. . . . . . . . . .           952             1,253          1,388
                                                      ------            ------         ------
  Balance at December 31 . . . . . . . . . . .        $6,785            $6,622         $6,696
                                                      ------            ------         ------
                                                      ------            ------         ------

Ratio of net chargeoffs during the period to 
 average loans outstanding during the period .           .16%(2)           .23%           .24%

Peer Group . . . . . . . . . . . . . . . . . .           .27%(3)           .26%           .27%
</TABLE>

(1)  Through September 30, 1997

(2)  First nine months annualized

(3)  Through June 30, 1997



<PAGE>

                           FIRST MERCHANTS CORPORATION

                                    FORM 10-Q

                                   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.

                                        First Merchants Corporation
                                        (Registrant)



Date  November 10, 1997                 By  /s/ Michael L. Cox
                                           --------------------------------
                                                Michael L. Cox
                                             Executive Vice President
                                             and Director




Date  November 10, 1997                 By  /s/ James L. Thrash
                                           ---------------------------------
                                                James L. Thrash
                                             Chief Financial & Principal
                                             Accounting Officer







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