<PAGE>
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, 1998 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
Muncie, Indiana 47305-2814
(Address of principal executive offices) (Zip Code)
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 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 [ ]
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 $231,676,424 as of March 5, 1999.
As of March 5, 1999 there were outstanding 10,072,888 common shares, without par
value, of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Documents Into Which Incorporated
--------- -----------------------
1998 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 14, 1999 Part III (Items 10 through 13)
Exhibit Index: Page 26
<PAGE>
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, 1998:
Exhibits:
23 Consent of independent certified public accountants
99 Annual report on Form 11-K for First Merchants Corporation Employee Stock
Purchase Plan (1994) 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 27, 1999
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 September 10, 1999, on the
audit of the financial statements of First Merchants Corporation Employee Stock
Purchase Plan (1994) for the year ended June 30, 1999 included in exhibit 99.
/s/ Olive LLP
Indianapolis, Indiana
October 27, 1999
<PAGE>
EXHIBIT 99
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, 1999
FIRST MERCHANTS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN (1994)
(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)
<PAGE>
INDEPENDENT AUDITOR'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 (1994) as of June 30, 1999
and 1998, and the related statement of income and changes in Plan equity for
each of the three years in the period ended June 30, 1999. 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 generally accepted auditing
standards. 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 (1994) as of June 30, 1999 and 1998, and the
results of its operations for each of the three years in the period ended
June 30, 1999, in conformity with generally accepted accounting principles.
/s/ Olive LLP
Indianapolis, Indiana
September 10, 1999
<PAGE>
<TABLE>
<CAPTION>
FIRST MERCHANTS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN (1994)
Statement of Financial Condition
June 30 1999 1998
- --------------------------------------- ------------------- ------------------
<S> <C> <C>
Assets
Investments--interest-bearing deposits $431,575 $389,613
=================== ==================
Plan Equity $431,575 $389,613
=================== ==================
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FIRST MERCHANTS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN (1994)
Statement of Income and Changes in Plan Equity
Year Ended June 30 1999 1998 1997
- ------------------------------------------------------------ ------------------- -------------------- -------------------
<S> <C> <C> <C>
Investment income--interest $ 9,074 $ 6,864 $ 5,368
Contributions from participants 449,852 405,045 303,943
------------- ------------- -------------
458,926 411,909 309,311
------------- ------------- -------------
Withdrawals and terminations paid in cash 32,578 24,626 17,777
Purchase and distribution of stock 384,386 290,913 297,746
------------- ------------- -------------
416,964 315,539 315,523
------------- ------------- -------------
Income (loss) and changes in Plan equity for the year 41,962 96,370 (6,212)
Plan equity at beginning of year 389,613 293,243 299,455
------------- ------------- -------------
Plan equity at end of year $431,575 $389,613 $ 293,243
============= ============= =============
See notes to financial statements.
</TABLE>
<PAGE>
FIRST MERCHANTS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN (1994)
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 (the "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"). The 1994 Plan
was adopted by the Board of Directors of the Corporation in December 1993 and
approved by Corporation stockholders in March 1994. A total of 253,125 shares of
the Corporation's common stock are to be reserved for issuance pursuant to the
1994 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 current value.
NOTE 2 -- GENERAL INFORMATION
The Plan provides for the purchase of up to 253,125 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 1999 and 1998, the Corporation issued 20,870 and 21,706 shares of
its common stock for the offering period ended June 30, 1999 and 1998, at
$20.24 and $30.44 per share.
At June 30, 1999, the Plan had 250 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 (the "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.
NOTE 4 -- PLAN AMENDMENT
Effective July 1, 1999, the Plan was amended 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 terms of this plan are similar to the 1994 Employee Stock Purchase
Plan.
