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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) March 20, 1997
FIRST MERCHANTS ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-09487 36-3759045
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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 March 27, 1997 relating to First Merchants Auto Trust 1997-1
Asset Backed Notes, Class A-1 and Class A-2. 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.
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/ Norman Smagley
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Name: Norman Smagley
Title: Senior Vice President and
Chief Financial Officer
Dated: March 24, 1997
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
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We consent to the incorporation by reference in the Prospectus Supplement
dated March 20, 1997 (to Prospectus dated March 27, 1997) of First Merchants
Auto Receivables Corporation II relating to First Merchants Auto Trust 1997-1
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".
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
March 24, 1997
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
March 24, 1997
BY EDGAR
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: First Merchants Acceptance Corporation;
First Merchants Auto Trust 1997-1
Asset Backed Notes, Class A-1 and Class A-2
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Ladies and Gentlemen:
On behalf of First Merchants Acceptance Corporation (the "Company"), we
enclose herewith for filing, pursuant to the Securities and Exchange Act of
1934, the Company's Current Report on Form 8-K, including, as an exhibit
thereto, a consent of Coopers & Lybrand L.L.P. in connection with the above-
referenced transaction.
Very truly yours,
/s/ Myongsu Kong
Myongsu Kong
Enclosure
