<PAGE> 1
As filed with the Securities and Exchange Commission on August 9, 1996
Reg. No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
FIRST MERCHANTS ACCEPTANCE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3759045
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
570 Lake Cook Road
Suite 126
Deerfield, Illinois 60015
(Address and Zip Code of Principal Executive Offices)
-----------
FIRST MERCHANTS ACCEPTANCE CORPORATION
1994 Equity Incentive Plan
(Full Title of the Plan)
-----------
Mitchell C. Kahn
President and Chief Executive Officer
First Merchants Acceptance Corporation
570 Lake Cook Road, Suite 126
Deerfield, Illinois 60015
(847) 948-9300
(Name, Address, and Telephone Number, Including Area Code, of Agent
For Service)
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per
share 450,000 shares $15.875 $7,143,750 $2,464
========================================================================================================================
</TABLE>
(1) Calculated pursuant to Rules 457(h)(1) and Rule 457(c) based on the average
of the high and low prices reported for the Registrant's common stock on
the Nasdaq Stock Market on August 2, 1996. Estimated solely for the
purpose of calculating the registration fee in accordance with Rule 457
under the Securities Act of 1933, as amended.
Page 1 of 19 pages Exhibit Index at sequentially numbered page 9
<PAGE> 2
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this Registration Statement omits the information
specified in Part I of Form S-8.
-i-
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by First Merchants
Acceptance Corporation (the "Company") are incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by reference:
(a) The Company's Current Report on Form 8-K under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), filed with the
Commission on March 27, 1996.
(b) The Company's Annual Report on Form 10-K under the Exchange Act for
the year ended December 31, 1995, filed with the Commission on April
1, 1996 ("1995 10-K").
(c) The Company's Quarterly Report on Form 10-Q under the Exchange Act for
the quarter ended March 31, 1996, filed with the Commission on May 15,
1996 ("First Quarter 10-Q").
(d) The Company's Current Report on Form 8-K under the Exchange Act, filed
with the Commission on July 11, 1996.
(e) The description of the Company's common stock, par value $.01 per
share ("Common Stock"), under the caption "Description of Capital
Stock" on pages 52 to 55 of the final prospectus dated October 3, 1995
forming a part of the Company's Registration Statement on Form S-1
(Reg. No. 33-96310) under the Securities Act of 1933, as amended (the
"Securities Act"), declared effective by the Commission on October 2,
1995.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
______________________________
The consolidated financial statements incorporated by reference in this
Registration Statement from the Company's 1995 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
II-1
<PAGE> 4
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the
defense or settlement of any such threatened, pending or completed action or
suit by or in the right of the corporation if such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only
as authorized in each specific case upon a determination by the stockholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct. The Bylaws of the Company provide that directors and
officers shall be indemnified as described above in this paragraph to the
fullest extent permitted by the DGCL; provided, however, that any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person shall be indemnified only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Company.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
II-2
<PAGE> 5
another corporation or enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify him
under Section 145.
The Certificate of Incorporation of the Company provides that no director
of the Company shall be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except (i) for
a breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the DGCL), or (iv) for any transaction from which the director
derived an improper personal benefit.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
4.1 Restated Certificate of Incorporation of the Company (Exhibit
3.1 to the Company's Registration Statement on Form S-1 (File
No. 33-81070))*/
4.2 Amended and Restated By-Laws of the Company (Exhibit 3.2 to
the Company's 1995 10-K)*/
4.3 Specimen Certificate of the Company's Common Stock (Exhibit
4.1 to the Company's Registration Statement on Form S-1 (File
No. 33-81070))*/
4.4 Indenture dated January 1, 1995 between the Company and
LaSalle National Bank, as trustee, including the form of note
(Exhibit 4.2 to the Company's Form 10-K, filed with the
Commission on August 29, 1995)*/
4.5 Indenture dated November 17, 1995 among the Company, First
Merchants Auto Receivables Corporation and Harris Trust and
Savings Bank, as Trustee, including the form of note (Exhibit
3 to the Company's Form 8-K, filed with the Commission on
November 21, 1995)*/
4.6 Pooling and Servicing Agreement dated March 1, 1996 among the
Company, as servicer, First Merchants Auto Receivables
Corporation II, as depositor, and Harris Trust and Savings
Bank, as Trustee and backup servicer (Exhibit 4 to the
Company's Form 8-K, filed with the Commission on March 27,
1996)*/
II-3
<PAGE> 6
4.7 Pooling and Servicing Agreement dated as of June 1, 1996
among the Company, as servicer, First Merchants Auto
Receivables Corporation II, as depositor, and Harris Trust
and Savings Bank, as Trustee and backup servicer (Exhibit 4
to the Company's Form 8-K, filed with the Commission on July
11, 1996)*/
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney
- -----------------------
*/ Incorporated by reference.
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
II-4
<PAGE> 7
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Deerfield, State of Illinois, on August 8,
1996.
FIRST MERCHANTS ACCEPTANCE CORPORATION
By: /s/ Mitchell C. Kahn
----------------------------------
Mitchell C. Kahn
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Mitchell C. Kahn President, Chief Executive Officer August 8, 1996
----------------------- and Director (Principal Executive
Mitchell C. Kahn Officer)
/s/ Thomas R. Ehmann Vice President and Chief Financial August 8, 1996
----------------------- Officer, Assistant Secretary
Thomas R. Ehmann (Principal Financial Officer and
Principal Accounting Officer)
* Director August 8, 1996
-----------------------
Thomas A. Hiatt
* Director August 8, 1996
-----------------------
William N. Plamondon
* Director August 8, 1996
-----------------------
Marcy H. Shockey
* Director August 8, 1996
-----------------------
Richard J. Uhl
* Director August 8, 1996
-----------------------
Solomon A. Weisgal
* Director August 8, 1996
-----------------------
Stowe W. Wyant
</TABLE>
*/ By: /s/ Mitchell C. Kahn
------------------------------
(Mitchell C. Kahn,
Attorney-in-Fact)
II-6
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Exhibit Numbered Page
------ ---------------------- -------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of the Company (Exhibit 3.1
to the Company's Registration Statement on Form S-1 (File No. 33-
81070))*/
4.2 Amended and Restated By-Laws of the Company (Exhibit 3.2 to the
Company's 1995 10-K)*/
4.3 Specimen Certificate of the Company's Common Stock (Exhibit 4.1
to the Company's Registration Statement on Form S-1 (File No. 33-
81070))*/
4.4 Indenture dated January 1, 1995 between the Company and LaSalle
National Bank, as trustee, including the form of note (Exhibit
4.2 to the Company's Form 10-K, filed with the Commission on
August 29, 1995)*/
4.5 Indenture dated November 17, 1995 among the Company, First
Merchants Auto Receivables Corporation and Harris Trust and
Savings Bank, as Trustee, including the form of note (Exhibit 3
to the Company's Form 8-K, filed with the Commission on November
21, 1995)*/
4.6 Pooling and Servicing Agreement dated March 1, 1996 among the
Company, as servicer, First Merchants Auto Receivables
Corporation II, as depositor, and Harris Trust and Savings Bank,
as Trustee and backup servicer (Exhibit 4 to the Company's Form
8-K, filed with the Commission on March 27, 1996)*/
</TABLE>
II-7
<PAGE> 10
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Exhibit Numbered Page
------ ---------------------- -------------
<S> <C> <C>
4.7 Pooling and Servicing Agreement dated as of June 1, 1996 among
the Company, as servicer, First Merchants Auto Receivables
Corporation II, as depositor, and Harris Trust and Savings Bank,
as Trustee and backup servicer (Exhibit 4 to the Company's Form
8-K, filed with the Commission on July 11, 1996)*/
5.1 Opinion of Sonnenschein Nath & Rosenthal . . . . . . . . . . . 11
23.1 Consent of Sonnenschein Nath & Rosenthal (included in
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP . . . . . . . . . . . . . . . . 13
24.1 Powers of Attorney . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
- ---------------------------
*/ Incorporated by reference.
II-8
<PAGE> 1
EXHIBIT 5.1
[SONNENSCHEIN NATH & ROSENTHAL LETTERHEAD]
MITCHELL L. HOLLINS
(312) 876-8144
August 9, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "Registration Statement") is
being filed on or about the date of this letter with the Securities and
Exchange Commission to register shares of common stock, par value $.01 per
share (the "Shares"), of First Merchants Acceptance Corporation (the "Company")
which may from time to time be offered by the Company in connection with the
First Merchants Acceptance Corporation 1994 Equity Incentive Plan (the "Plan").
This opinion is delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended.
We have acted as counsel to the Company in connection with the
Registration Statement. In rendering this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the corporate records of the Company, including its Restated
Certificate of Incorporation, its Amended and Restated By-Laws, as amended, and
minutes of directors' and stockholders' meetings, and such other documents
(including the Plan) which we have deemed relevant or necessary as the basis
for the opinion as hereinafter set forth.
We have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. In making our examination of documents
executed by parties other than the Company, we have assumed that such parties
had the power, corporate or otherwise, to enter into and to perform their
respective obligations thereunder and have also assumed the due
<PAGE> 2
Securities and Exchange Commission
August 9, 1996
Page 2
authorization by all requisite action, corporate or otherwise, and the
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinion expressed
herein, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
Based upon and subject to the foregoing, it is our opinion that the
Shares that will be originally issued under the Plan, when issued pursuant to
and in accordance with the Plan at a price per Share which is not less than the
par value per Share at the time of issuance, will be validly issued, fully paid
and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By:
Mitchell L. Hollins
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
First Merchants Acceptance Corporation on Form S-8 (relating to the
registration of 450,000 common shares for the First Merchants Acceptance
Corporation 1994 Equity Incentive Plan) of our report dated January 25, 1996,
incorporated by reference in the Annual Report on Form 10-K of First Merchants
Acceptance Corporation for the year ended December 31, 1995, and to the
references to us in Part II, Item 3 of this Registration Statement on Form S-8.
DELOITTE & TOUCHE LLP
Chicago, Illinois
August 8, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Mitchell C. Kahn and Thomas R. Ehmann, and each of them, any one of
whom may act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign on his behalf the registration statement on Form S-8 (the "Registration
Statement") relating to the registration of shares of common stock, par value
$.01 per share, of First Merchants Acceptance Corporation offered in connection
with the First Merchants Acceptance Corporation 1994 Equity Incentive Plan, and
any and all amendments to the Registration Statement, which amendments may make
such changes and additions to the Registration Statement as such
attorney-in-fact may deem necessary or appropriate, and any and all documents
in connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith with the Securities and Exchange
Commission under the Securities Act of 1933, and hereby ratifies, approves and
confirms all that each of such attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 14th day of June, 1996.
/s/ Thomas A. Hiatt
--------------------------------
Thomas A. Hiatt
<PAGE> 2
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Mitchell C. Kahn and Thomas R. Ehmann, and each of them, any one of
whom may act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign on his behalf the registration statement on Form S-8 (the "Registration
Statement") relating to the registration of shares of common stock, par value
$.01 per share, of First Merchants Acceptance Corporation offered in connection
with the First Merchants Acceptance Corporation 1994 Equity Incentive Plan, and
any and all amendments to the Registration Statement, which amendments may make
such changes and additions to the Registration Statement as such
attorney-in-fact may deem necessary or appropriate, and any and all documents
in connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith with the Securities and Exchange
Commission under the Securities Act of 1933, and hereby ratifies, approves and
confirms all that each of such attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 8th day of August, 1996
/s/ William N. Plamondon
--------------------------------
William N. Plamondon
<PAGE> 3
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Mitchell C. Kahn and Thomas R. Ehmann, and each of them, any one of
whom may act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign on his behalf the registration statement on Form S-8 (the "Registration
Statement") relating to the registration of shares of common stock, par value
$.01 per share, of First Merchants Acceptance Corporation offered in connection
with the First Merchants Acceptance Corporation 1994 Equity Incentive Plan, and
any and all amendments to the Registration Statement, which amendments may make
such changes and additions to the Registration Statement as such
attorney-in-fact may deem necessary or appropriate, and any and all documents
in connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith with the Securities and Exchange
Commission under the Securities Act of 1933, and hereby ratifies, approves and
confirms all that each of such attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 8th day of August, 1996.
/s/ Marcy H. Shockey
--------------------------------
Marcy H. Shockey
<PAGE> 4
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Mitchell C. Kahn and Thomas R. Ehmann, and each of them, any one of
whom may act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign on his behalf the registration statement on Form S-8 (the "Registration
Statement") relating to the registration of shares of common stock, par value
$.01 per share, of First Merchants Acceptance Corporation offered in connection
with the First Merchants Acceptance Corporation 1994 Equity Incentive Plan, and
any and all amendments to the Registration Statement, which amendments may make
such changes and additions to the Registration Statement as such
attorney-in-fact may deem necessary or appropriate, and any and all documents
in connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith with the Securities and Exchange
Commission under the Securities Act of 1933, and hereby ratifies, approves and
confirms all that each of such attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 8th day of August, 1996.
/s/ Richard J. Uhl
--------------------------------
Richard J. Uhl
<PAGE> 5
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Mitchell C. Kahn and Thomas R. Ehmann, and each of them, any one of
whom may act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign on his behalf the registration statement on Form S-8 (the "Registration
Statement") relating to the registration of shares of common stock, par value
$.01 per share, of First Merchants Acceptance Corporation offered in connection
with the First Merchants Acceptance Corporation 1994 Equity Incentive Plan, and
any and all amendments to the Registration Statement, which amendments may make
such changes and additions to the Registration Statement as such
attorney-in-fact may deem necessary or appropriate, and any and all documents
in connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith with the Securities and Exchange
Commission under the Securities Act of 1933, and hereby ratifies, approves and
confirms all that each of such attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 17th day of June, 1996.
/s/ Solomon A. Weisgal
--------------------------------
Solomon A. Weisgal
<PAGE> 6
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Mitchell C. Kahn and Thomas R. Ehmann, and each of them, any one of
whom may act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign on his behalf the registration statement on Form S-8 (the "Registration
Statement") relating to the registration of shares of common stock, par value
$.01 per share, of First Merchants Acceptance Corporation offered in connection
with the First Merchants Acceptance Corporation 1994 Equity Incentive Plan, and
any and all amendments to the Registration Statement, which amendments may make
such changes and additions to the Registration Statement as such
attorney-in-fact may deem necessary or appropriate, and any and all documents
in connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith with the Securities and Exchange
Commission under the Securities Act of 1933, and hereby ratifies, approves and
confirms all that each of such attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 8th day of August, 1996.
/s/ Stowe W. Wyant
--------------------------------
Stowe W. Wyant
