<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, 1999 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]
<PAGE>
FIRST MERCHANTS CORPORATION
200 EAST JACKSON
MUNCIE, INDIANA 47305-2814
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, 1999:
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 2, 2000
<PAGE>
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 2, 2000, on the audit of the financial
statements of First Merchants Corporation Employee Stock
Purchase Plan (1999) for the year ended June 30, 2000 included
in exhibit 28.
Indianapolis, Indiana
October 2, 2000
<PAGE>
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, 2000
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)
<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 (1999) (formerly the 1994 Plan) as of June 30,
2000 and 1999, and the related statement of income and changes
in Plan equity for each of the three years in the period ended
June 30, 2000. 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 (1999) as of June 30, 2000 and 1999, and the
results of its operations for each of the three years in the
period ended June 30, 2000, in conformity with generally
accepted accounting principles.
Indianapolis, Indiana
October 2, 2000
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First Merchants Corporation
Employee Stock Purchase Plan (1999)
Statement of Financial Condition
<TABLE>
<S> <C> <C>
June 30 2000 1999
------------------------------------------------------------------------------------- ------------------- ------------------
Assets
Investments--interest-bearing deposits $484,769 $431,575
=================== ==================
Plan Equity $484,769 $431,575
=================== ==================
</TABLE>
See notes to financial statements.
<PAGE>
First Merchants Corporation
Employee Stock Purchase Plan (1999)
Statement of Income and Changes in Plan Equity
<TABLE>
<S> <C> <C> <C>
Year Ended June 30 2000 1999 1998
------------------------------------------------------------------ ------------------- ------------------ ------------------
Investment income--interest $ 11,119 $ 9,074 $ 6,864
Contributions from participants 511,644 449,852 405,045
------------------- ------------------ ------------------
522,763 458,926 411,909
------------------- ------------------ ------------------
Withdrawals and terminations paid in cash 47,148 32,578 24,626
Purchase and distribution of stock 422,421 384,386 290,913
------------------- ------------------ ------------------
469,569 416,964 315,539
------------------- ------------------ ------------------
Income and changes in Plan equity for the year 53,194 41,962 96,370
Plan equity at beginning of year 431,575 389,613 293,243
------------------- ------------------ ------------------
Plan equity at end of year $484,769 $431,575 $389,613
=================== ================== ==================
</TABLE>
See notes to financial statements.
<PAGE>
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 2000 and 1999, the Corporation issued 26,778 and 20,870 shares of its
common stock for the offering period ended June 30, 2000 and 1999, at $17.98 and
$20.24 per share.
At June 30, 2000, the Plan had 287 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.
