<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant To Section 13(e)(1) Of The Securities Exchange Act of 1934)
FIRST MERCHANTS CORPORATION
(Name of Issuer)
FIRST MERCHANTS CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
320817109
(CUSIP Number of Class of Securities)
Michael L. Cox
Chief Executive Officer and President
First Merchants Corporation
200 East Jackson Street
Muncie, Indiana 47305
(765) 747-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
Copies to:
David R. Prechtel, Esq.
Bingham Summers Welsh & Spilman
2700 Market Tower
10 West Market Street
Indianapolis, Indiana 46204
(317) 635-8900
November 19, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction
Valuation Amount of Filing Fee
- --------------------------------------------------------------------------------
<S> <C>
$33,600,000 (1) $6,720 (2)
- --------------------------------------------------------------------------------
</TABLE>
(1) For the purpose of calculating the filing fee only, this amount is based on
the purchase of 1,200,000 shares of common stock of First Merchants
Corporation at $28.00 per share.
(2) The amount of the filing fee equals 1/50th of one percent of the value of
the securities to be acquired.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $6,720 Filing Party: First Merchants Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: November 19, 1999
This Amendment No. 1 to Schedule 13E-4 Issuer Tender Offer Statement amends
the Issuer Tender Offer Statement on Schedule 13E-4, dated November 19, 1999
(the "Statement"), filed by First Merchants Corporation (the "Company"), an
Indiana corporation, relating to the Company's offer to purchase up to 1,200,000
shares (or such lesser number of shares as were properly tendered) of the
Company's common stock, no par value (the "Shares"), at a price of $28.00 per
Share upon the terms and conditions set forth in the Offer to Purchase and
related Letter of Transmittal (which together constitute the "Offer"), copies of
which are attached as Exhibits (9)(a)(1) and (9)(a)(2), respectively to the
Statement.
Item 1. Security and Issuer.
The Offer expired on Friday, December 17, 1999, at 5:00 p.m., Eastern Time.
Pursuant to the Offer, a total of 1,130,669 Shares were tendered and accepted.
The Company will purchase all 1,130,669 Shares at a price of $28.00 per Share.
Item 8. Additional Information.
On December 20, 1999, the Company issued a press release announcing the
preliminary results of the Offer, a copy of which is attached hereto under Item
9 as Exhibit 9(a)(10) and incorporated herein by reference. On December 27,
1999, the Company issued a press release announcing the final results of the
Offer, a copy of which is attached hereto under Item 9 as Exhibit 9(a)(11) and
incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended to include the following additional exhibits:
(a)(10) Text of Press Release issued by the Company, dated December 20,
1999.
(a)(11) Text of Press Release issued by the Company, dated December 27,
1999.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Date: December 29, 1999 FIRST MERCHANTS CORPORATION
By: /s/ Michael L. Cox
-------------------------------------
Michael L. Cox
Chief Executive Officer and President
<PAGE>
Index to Exhibits
(a)(10) Text of Press Release issued by the Company, dated December 20,
1999.
(a)(11) Text of Press Release issued by the Company, dated December 27,
1999.
<PAGE>
Exhibit 9(a)(10)
----------------
N / E / W / S R / E / L / E / A / S / E
December 20, 1999
FOR IMMEDIATE RELEASE
For more information, contact:
James L. Thrash, Senior Vice President/Chief Financial Officer, 765-747-1390
or
Douglas B. Harris, Vice President, Investor Services, 765-741-7278
http://firstmerchants.com
- -------------------------
SOURCE: First Merchants Corporation
First Merchants Corporation Announces Preliminary Results of
Self Tender Offer
MUNCIE, INDIANA, December 20, 1999 -- First Merchants Corporation (NASDAQ:
FRME) today announced the preliminary results of its self tender offer to
purchase its common shares.
First Merchants announced that a "preliminary count" by Wilmington Trust
Company, the Depositary for the tender offer, indicates that, subject to final
verification, approximately 1,130,000 shares of Common Stock have been tendered
and accepted for purchase at a price of $28.00 per share. All shares duly
tendered pursuant to the tender offer were accepted and will be repurchased.
The final number of shares will be determined within approximately the next
three business days. The final determination is subject to final confirmation
of the proper delivery of all shares tendered and not withdrawn. Payment for
the shares properly tendered will be made as promptly as practicable subject to
proper delivery of shares in accordance with the terms of the tender offer.
First Merchants had announced in November its Board's authorization to buy back
up to 1.2 million of its common shares. The tender offer commenced November 19,
1999, and was offering to buy up to 1.2 million shares at a price of $28.00 per
share. The offer expired at 5:00 p.m., Eastern Time, on December 17, 1999.
Prior to the tender offer, First Merchants had 12,057,677 shares of Common Stock
outstanding. Following the purchase of shares tendered in the tender offer,
First Merchants will have approximately 10,927,677 shares of Common Stock
outstanding.
First Merchants Corporation is an east central Indiana bank holding company.
Its subsidiaries include First Merchants Bank in Delaware County, the Madison
Community Bank in Madison County, First United Bank in Henry County, Union
County National Bank, the Randolph County Bank, the First National Bank of
Portland in Jay County, and First Merchants Insurance Services.
First Merchants Corporation Common Stock is traded over-the-counter on the
NASDAQ National Market System under the symbol FRME and is rated A+ by Standard
and Poors Corporation. Quotations are carried in daily newspapers and can be
found on the company's Internet web page (http://firstmerchants.com). Eight
brokerage firms make a market in First Merchants Corporation stock: Robert W.
Baird & Co., Inc.; Herzog, Heine, Geduld, Inc.; Howe, Barnes & Johnson, Inc.;
Keefe, Bruyette & Woods, Inc.; Knight Securities, L.P.; McDonald Investments
Inc.; NatCity Investments, Inc.; and Spear, Leads, and Kellog.
****
<PAGE>
Exhibit 9(a)(11)
----------------
N / E / W / S R / E / L / E / A / S / E
December 27, 1999
FOR IMMEDIATE RELEASE
For more information, contact:
James L. Thrash, Senior Vice President/Chief Financial Officer, 765-747-1390
or
Douglas B. Harris, Vice President, Investor Services, 765-741-7278
http://firstmerchants.com
- -------------------------
SOURCE: First Merchants Corporation
First Merchants Corporation Announces Final Results of
Self Tender Offer
MUNCIE, INDIANA, December 27, 1999 -- First Merchants Corporation (NASDAQ:
FRME) today announced the final results of its self tender offer to purchase its
common shares. The tender offer expired at 5:00 p.m., Eastern time, on December
17, 1999.
First Merchants announced that the final results indicate that 1,130,669 shares
of Common Stock have been tendered and accepted for purchase at a price of
$28.00 per share. All shares have been duly tendered pursuant to the tender
offer and were accepted and will be repurchased. Payment for the shares
properly tendered will be made as promptly as practicable, in accordance with
the terms of the tender offer.
The Corporation had announced in November its Board's authorization to buy back
up to 1,200,000 of its common shares. Pursuant to the tender offer commenced on
November 19, the Corporation offered to repurchase up to 1,200,000 shares of its
common stock at a price of $28.00 per share. The offer expired at 5:00 p.m.
Eastern time, on December 17, 1999. On November 15, 1999, prior to reflecting
the impact of the tender offer, First Merchants had 12,051,974 shares of Common
Stock outstanding. Immediately following the purchase of shares tendered in the
tender offer, First Merchants had 10,930,616 shares of Common Stock outstanding.
Michael L. Cox, President and CEO commented that, "In its strategic planning
role, management and the Board of Directors concluded that stock repurchase in
the form of a fixed price tender was an excellent use of "surplus capital". As
stated in the offering memorandum, this transaction will have a positive effect
on both earnings per share and return on equity." Cox added that, "it is likely
that a strategy of open market purchases will be employed in the future."
First Merchants Corporation is an east central Indiana bank holding company.
Its subsidiaries include First Merchants Bank in Delaware County, the Madison
Community Bank in Madison County, First United Bank in Henry County, Union
County National Bank, the Randolph County Bank, the First National Bank of
Portland in Jay County, and First Merchants Insurance Services.
First Merchants Corporation Common Stock is traded over-the-counter on the
NASDAQ National Market System under the symbol FRME and is rated A+ by Standard
and Poors Corporation. Quotations are carried in daily newspapers and can be
found on the company's Internet web page (http://firstmerchants.com). Eight
brokerage firms make a market in First Merchants Corporation stock: Robert W.
Baird & Co., Inc.; Herzog, Heine, Geduld, Inc.; Howe, Barnes & Johnson, Inc.;
Keefe, Bruyette & Woods, Inc.; Knight Securities, L.P.; McDonald Investments
Inc.; NatCity Investments, Inc.; and Spear, Leads, and Kellog.
****
