UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 1, 2003
FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
(State or other jurisdiction of incorporation)
0-17071 35-1544218
(Commission File Number) (IRS Employer Identification No.)
200 East Jackson Street
P.O. Box 792
Muncie, Indiana 47305-2814
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 747-1500
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On March 1, 2003, First Merchants Corporation acquired all of the
assets of CNBC Bancorp through the merger of CNBC Bancorp with and into First
Merchants Corporation (the "Merger"). CNBC Bancorp's principal asset was the
common shares of its wholly-owned subsidiary, Commerce National Bank (the
"Bank"). The Bank is a nationally chartered bank established in 1991. The Bank
is a full-service national bank primarily serving small-to-medium-sized
businesses located in the Central, Ohio metropolitan area. The Bank will
continue to provide various commercial and consumer banking services to its
customers through one office located in Franklin County, Ohio. On December 31,
2002, CNBC Bancorp had total assets of approximately $331.7 million and deposits
of approximately $256.8 million. First Merchants Corporation will account for
the Merger under the purchase method of accounting.
As part of the Merger, shareholders of CNBC Bancorp shall receive
approximately 1,166,900 shares of First Merchants Corporation common stock and
approximately $24.6 million in cash in exchange for their CNBC Bancorp common
shares. The form and amount of such consideration was arrived at through arms
length negotiations between First Merchants Corporation and CNBC Bancorp.
In connection with the Merger, shareholders of CNBC Bancorp were
offered the opportunity to elect to receive either 1.01 shares of First
Merchants Corporation common stock or $29.57 in cash in exchange for each CNBC
Bancorp common share owned by them. Pursuant to the terms of the Merger, under
certain circumstances, the 1.01 exchange ratio was subject to adjustment and the
cash elections made by CNBC Bancorp shareholders were subject to being converted
into elections to receive stock. Although the 1.01 exchange ratio will not be
adjusted, certain of the cash elections made by CNBC shareholders will be
converted into elections to receive stock in accordance with the terms of the
Agreement of Reorganization and Merger referenced below. Cash will be paid by
First Merchants Corporation in lieu of issuing fractional shares resulting from
the 1.01 exchange ratio.
For further information regarding the terms of the Merger, see the
Agreement of Reorganization and Merger between First Merchants Corporation and
CNBC Bancorp dated August 28, 2002, which is incorporated into this Form 8-K by
reference and filed as an exhibit hereto.
A copy of the press release announcing consummation of the Merger is
filed as an exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
c. Exhibits.
Exhibit 2.1 Agreement of Reorganization and Merger by
and between First Merchants Corporation and
CNBC Bancorp dated August 28, 2002 (the
"Merger Agreement"). (Incorporated by
reference to Exhibit 2 to First Merchants
Corporation's Current Report on Form 8-K
filed August 28, 2002.)
Exhibit 2.2 Undertaking by First Merchants Corporation
to furnish supplementally the Disclosure
Letters referenced in the Merger Agreement.
Exhibit 99 Press Release dated March 3, 2003
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.
By: /s/ Larry R. Helms
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Larry R. Helms, Senior Vice President
Dated: March 1, 2003
EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
2.1 Agreement of Reorganization and Merger by and
between First Merchants Corporation and CNBC Bancorp
dated August 28, 2002 (the "Merger Agreement").
(Incorporated by reference to Exhibit 2 to First
Merchants Corporation's Current Report on Form 8-K
filed August 28, 2002.)
2.2 Undertaking by First Merchants Corporation to furnish
supplementally the Disclosure Letters referenced in
the Merger Agreement.
99 Press Release dated March 3, 2003
Exhibit 2.2
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UNDERTAKING
First Merchants Corporation hereby undertakes to furnish
supplementally to the Securities and Exchange Commission upon request a copy of
the Disclosure Letters referenced in Sections 5 and 6 of the Agreement of
Reorganization and Merger between First Merchants Corporation and CNBC Bancorp
dated August 28, 2002.
Exhibit 99
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PRESS RELEASE
N / E / W / S R / E / L / E / A / S / E
March 3, 2003
FOR IMMEDIATE RELEASE
CONTACT: Mark K. Hardwick, First Merchants Corporation
765-751-1857 mhardwick@firstmerchants.com
SOURCE: First Merchants Corporation (NASDAQ - FRME)
FIRST MERCHANTS CORPORATION ANNOUNCES THE COMPLETION OF MERGER WITH CNBC BANCORP
Effective March 1, 2003, First Merchants Corporation of Muncie, Indiana
successfully completed its previously announced merger with CNBC Bancorp of
Columbus, Ohio. CNBC Bancorp and its wholly owned subsidiary, Commerce National
Bank, will become the first affiliate bank headquartered in Ohio of the First
Merchants Corporation family of community banks.
As part of the merger, shareholders of CNBC Bancorp will receive approximately
1,166,900 shares of First Merchants Corporation common stock and approximately
$24.6 million in cash in exchange for their CNBC Bancorp common shares.
Shareholders of CNBC Bancorp were offered the opportunity to elect to receive
1.01 shares of First Merchants common stock or $29.57 in cash for each CNBC
common share owned by them. Due to an oversubscription for cash, certain of the
cash elections made by CNBC Bancorp shareholders will be converted into
elections to receive stock. Such conversion will be effected in accordance with
the terms of the definitive merger agreement between First Merchants and CNBC
Bancorp.
Commerce National Bank will continue to be operated as a separate entity with
its own charter and board of directors. Thomas D. McAuliffe, Founder and
President of CNBC Bancorp, will join the First Merchants Corporation board of
directors.
CNBC Bancorp is the holding company for Commerce National Bank and CNBC
Retirement Services. Founded in 1991 to serve the banking needs of privately
owned businesses and their owners, Commerce National Bank has grown to over $320
million in total assets with earnings in 2002 of $3,208,000. Known as the "bank
for business", Commerce National has developed a very efficient business model
based on delivering a high degree of service to privately owned businesses
utilizing technology and a mobile branch system, while still providing the
high-touch service most business owners prefer.
Tom McAuliffe said, "We are pleased that this merger received overwhelming
approval at our special shareholders meeting of February 21, 2003. Sharing
credit overlines of our valued customers within the First Merchants family will
effectively increase our lending capacities. In addition, the ability to take
trust and employee benefit management services to our customer base through
Merchants Trust Company will prove to be a significant broadening of our
services. To support our increasing growth capacity, we now have the capital
resources, lending capacity, and related financial services to capture a greater
share of our served market."
Michael L. Cox, President and Chief Executive Officer of First Merchants
Corporation said, "Commerce National has an attractive business model that
works. By implementing this model with an extraordinary staff of bankers, they
have accomplished an enviable record of growth over the past ten years. This
merger will allow First Merchants Corporation to serve the vibrant Franklin
County market in Central Ohio. We believe that our assimilation of this merger
will progress smoothly over the next several months, and Commerce National will
become a leader among our family of ten individually chartered community banks.
Tom McAuliffe and his staff manage for performance and will provide additional
growth momentum for our corporation."
First Merchants Corporation is a financial holding company headquartered in
Muncie, Indiana. Along with Commerce National Bank, its other subsidiaries
include First Merchants Bank in Delaware and Hamilton Counties, Lafayette Bank
and Trust Company in Tippecanoe, White, Carroll, and Jasper Counties, Madison
Community Bank in Madison County, First United Bank in Henry County, Union
County National Bank (with offices in Union, Fayette, Wayne, and Butler (OH)
Counties), The Randolph County Bank, First National Bank of Portland in Jay
County, Decatur Bank & Trust Company in Adams County, and Frances Slocum Bank
(with offices in Wabash, Howard, and Miami Counties).
The Corporation also operates First Merchants Insurance Services, a full-service
property casualty, personal lines, and healthcare insurance agency,
headquartered in Muncie, Indiana, and is a majority member of Indiana Title
Insurance Company, LLC, a title insurance agency. It is also the owner of
Merchants Trust Company, National Association headquartered in Muncie, Indiana
with offices in Portland, Lafayette, and Indianapolis, specializing in personal
trust, employee benefit management, and investment services to customers with
aggregate assets under management of $1.4 billion.
First Merchants Corporation's common stock is traded over-the-counter on the
NASDAQ National Market System under the symbol FRME and is rated A+ by Standard
& Poor's Corporation. Quotations are carried in daily newspapers and can be
found on the company's Internet web page (http://www.firstmerchants.com). Ten
brokerage firms make a market in First Merchants Corporation stock: First
Tennessee Securities; Herzog, Heine, Geduld, LLC; Howe Barnes Investments, Inc.;
Keefe, Bruyette & Woods, Inc.; Knight Securities, L.P.; NatCity Investments,
Inc.; RBC Capital Markets; Sandler O'Neill & Partners; Spear, Leeds & Kellog;
and Stifel, Nicolaus & Co.
Questions may be directed to:
Mr. Brian Edwards
Vice President of Shareholder Relations
First Merchants Corporation
200 East Jackson Street
Muncie, Indiana 47305-2814
Telephone: 765-741-7278
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