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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event
Reported) September 17, 1996
FIRST MERCHANTS ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-09487 36-3759045
_________________________ _________ __________
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
570 Lake Cook Road, Suite 126 60015
Deerfield, Illinois _____
______________________
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (847) 948-9300
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Item 5. Other Events
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Incorporation of Certain Documents by Reference
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Pursuant to Rule 411 of Regulation C under the Securities Act of 1933
and in reliance on Financial Security Assurance Inc., SEC No-Action Letter
(July 16, 1993), First Merchants Acceptance Corporation (the "Company") will
incorporate by reference the financial statements of Financial Security
Assurance, Inc., into the Company's registration statement (File No. 333-
09487). The financial statements will be referred to in the preliminary
prospectus dated September 13, 1996 relating to First Merchants Auto Trust
1996-B Asset Backed Notes (Class A-1 and Class A-2) and Asset Backed
Certificates. In connection with the incorporation of such documents by
reference, the Company is hereby filing the consent of Coopers & Lybrand
L.L.P. to the use of its name in such preliminary prospectus supplement. The
consent of Coopers & Lybrand L.L.P. is attached hereto as Exhibit 23.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following is filed herewith. The exhibit number corresponds with
Item 601(b) of Regulation S-K.
Exhibit No. Description
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23 Consent of Coopers & Lybrand L.L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST MERCHANTS ACCEPTANCE CORPORATION
By: /s/ Thomas R. Ehmann
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Name: Thomas R. Ehmann
Title: Vice President and CFO
Dated: September 17, 1996
Exhibit Index
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Exhibit Page
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23. Consent of Coopers & Lybrand L.L.P. 6
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
__________________
We consent to the incorporation by reference in the Prospectus Supplement
dated September 13, 1996 (to Prospectus dated September 13, 1996) of First
Merchants Auto Receivables Corporation II relating to First Merchants Auto
Trust 1996-B of our report dated January 17, 1996, on our audits of the
consolidated financial statements of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1995 and 1994, and for each of the three
years in the period ended December 31, 1995. We also consent to the
reference to our Firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
New York, New York
September 13, 1996
