Filed Pursuant to Rule 424(b)(3)
Registration No. 333-70241
PROSPECTUS SUPPLEMENT
TO PROSPECTUS INCLUDED IN
REGISTRATION STATEMENT ON FORM S-4
FILED ON JANUARY 7, 1999
[ANDERSON COMMUNITY BANK LETTERHEAD]
February 10, 1999
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders
of Anderson Community Bank to be held at the Anderson Fine Arts Center-Carnegie
Building located at 32 West 10th Street, Anderson, Indiana, on March 25, 1999,
at 3:30 p.m. local time.
The purpose of the meeting is to consider and vote upon the adoption of
the Agreement of Reorganization and Merger dated October 27, 1998, pursuant to
which Anderson Community Bank will merge with and into Pendleton Banking Company
under the name "The Madison Community Bank." If the proposed merger is
consummated, shares of Anderson Common Stock will be converted into shares of
Common Stock of First Merchants Corporation, the parent company of Pendleton
Banking Company, all as described in the accompanying Prospectus/Proxy
Statement.
Your Board of Directors believes that the proposed merger between
Anderson Community Bank and Pendleton Banking Company is in the best interests
of Anderson and its shareholders and has unanimously approved the proposed
merger. Enclosed with this letter are (i) a Notice of Special Meeting of
Shareholders and Prospectus/Proxy Statement dated February 10, 1999, (ii) a
proxy card for you to complete, sign, date and return, and (iii) a postage
pre-paid envelope. We encourage you to read the enclosed materials carefully and
in their entirety.
Whether or not you attend the Special Meeting, your Board of Directors
requests that you complete, sign and date the enclosed proxy card and return it
in the enclosed postage pre-paid envelope at your earliest convenience prior to
the Special Meeting. If you desire, you may cancel your proxy at any time before
it is voted at the Special Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ADOPTION OF THE
PROPOSED MERGER.
Very truly yours,
/s/ James F. Ault
James F. Ault
Chairman of the Board