UNITED STATES
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, 2003 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 47305-2814
Muncie, Indiana (Zip Code)
(Address of principal executive offices)
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]
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act). Yes [x] No[ ]
The aggregate market value (not necessarily a reliable indication of the price
at which more than a limited number of shares would trade) of the voting stock
held by non-affiliates of the registrant was $439,472,000 as of the last
business day of the registrant's most recently completed second fiscal quarter
(June 30, 2004).
As of March 15, 2004 there were 18,520,127 outstanding common shares, without
par value, of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Documents Into Which Incorporated
Portions of the Registrant's Annual Report Part II (Items 5, 6, 7, 7A, 8 and 9)
to Shareholders for the year ended
December 31, 2003
Portions of the Registrant's
Definitive Proxy Statement for
Annual Meeting of Shareholders
to be held April 22, 2004 Part III (Items 10 through 13)
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, 2003:
Exhibits:
23 Consent of independent registered accounting firm
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/Mark K. Hardwick
___________________________
Mark K. Hardwick
Chief Financial Officer
Date: October 28, 2004
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File Number 33-28900) of our report dated September 17, 2004, on the
audit of the financial statements of First Merchants Corporation Employee Stock
Purchase Plan (1999) for the three year period ended June 30, 2004 included in
Exhibit 28.
BKD, LLP
Indianapolis, Indiana
October 28, 2004
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, 2004
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)
Report of Independent Registered Public Accounting Firm
Compensation Committee of the
Board of Directors
First Merchants Corporation
Muncie, Indiana
We have audited the accompanying statements of financial condition of the First
Merchants Corporation Employee Stock Purchase Plan (1999) (formerly the 1994
plan) as of June 30, 2004 and 2003, and the related statements of income and
changes in plan equity for each of the three years in the period ended June 30,
2004. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 the First Merchants Corporation
Employee Stock Purchase Plan (1999) as of June 30, 2004 and 2003, and the
results of its operations for each of the three years in the period ended
June 30, 2004, in conformity with accounting principles generally accepted in
the United States of America.
BKD, LLP
Indianapolis, Indiana
September 17, 2004
See Notes to Financial Statements
First Merchants Corporation
Employee Stock Purchase Plan (1999)
Statements of Financial Condition
June 30, 2004 and 2003
Assets
2004 2003
----------------------------------------
Investments - interest-bearing deposits $ 907,998 $ 824,320
Plan Equity $ 907,998 $ 824,320
First Merchants Corporation
Employee Stock Purchase Plan (1999)
Statements of Income and Changes in Plan Equity
Years Ended June 30, 2004, 2003 and 2002
2004 2003 2002
-----------------------------------------------------------
Investment income - interest $ 10,352 $ 7,646 $ 8,644
Participant contributions 956,912 888,315 671,453
967,264 895,961 680,097
Withdrawals and terminations paid in cash 63,930 72,424 22,748
Purchase and distribution of stock 819,656 658,467 503,581
883,586 730,891 526,329
Income and changes in Plan equity for the year 83,678 165,070 153,768
Plan equity at beginning of year 824,320 659,250 505,482
Plan equity at end of year $ 907,998 $ 824,320 $ 659,250
First Merchants Corporation
Employee Stock Purchase Plan (1999)
Notes to Financial Statements
June 30, 2004 and 2003
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
275,625 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.
In December 2003, the Compensation Committee of the Board of Directors
approved a new Plan subject to a vote by shareholders. The tentative
Plan's terms are similar to those in effect for the 2004 Plan year.
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 275,625 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 2004 and 2003, the Corporation issued 45,267 and 41,734 shares
of its common stock for the offering period ended June 30, 2004 and
2003, at $19.94 and $23.46 per share.
At June 30, 2004 and 2003, the Plan had 478 and 462 participants.
First Merchants Corporation
Employee Stock Purchase Plan (1999)
Notes to Financial Statements
June 30, 2004 and 2003
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.