UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (Date of earliest event reported): March 21, 2005
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FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
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INDIANA 0-17071 35-1544218
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
200 East Jackson Street
P.O. Box 792
Muncie, IN 47305-2814
(Address of principal executive offices, including zip code)
(765) 747-1500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 7.01. Regulation FD Disclosure.
On February 8, 2005, the Board of Directors of First Merchants Corporation
declared a quarterly cash dividend of $0.23 per share on its outstanding common
stock. The cash dividend was payable to stockholders of record on March 7, 2005.
The cash dividend was distributed along with a letter to the stockholders on
March 21, 2005. A copy of the stockholder letter is attached as Exhibit 99.1 to
this report and is furnished pursuant to Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) (99.1) Stockholder Letter dated March 21, 2005.
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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.
DATE: March 21, 2005
FIRST MERCHANTS CORPORATION
(Registrant)
By: /s/ Larry R. Helms
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Larry R. Helms,
Senior Vice President
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Stockholder Letter dated March 21, 2005.
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First Merchants Corporation
Exhibit 99.1
Stockholder Letter, dated March 21, 2005
March 21, 2005
Dear Stockholder:
The First Merchants Corporation Board of Directors has declared a quarterly cash
dividend of $.23 per share to holders of record March 7, 2005, payable March 21,
2005.
In my last letter, I communicated that our Corporation was deeply involved in
compliance activities regarding Section 404 of the Sarbanes-Oxley Act. This
provision requires external auditing firms of SEC reporting companies to issue
an opinion regarding the adequacy of internal financial controls. I am pleased
to report that BKD, LLC, our external auditor, issued an unqualified opinion
concerning the adequacy of First Merchants Corporation internal financial
controls to our audit committee. This is significant, not only to our
stockholders, but to the integrity of our financial documentation and reporting
processes. Our internal finance staff devoted many hours, over approximately six
months, to validate the internal control adequacy of our Corporation. They are
to be commended for their stellar efforts and continued professionalism.
Our banking activities continue to show rising performance into the early stages
of 2005. We are operating at, or above, financial plan and remain encouraged
that 2005 will be a solid year. We expect to see continued upward movement of
interest rates, albeit at a slow and measured pace designed to accommodate, but
not restrain, an improving economic environment.
To support lending activity, our core deposit base continues to strengthen in
most markets as we achieve greater market penetration from our advanced cash
management services to corporate clients. The positive momentum demonstrated by
this financial product is quite encouraging.
Your continued support of First Merchants Corporation is appreciated, and the
Board of Directors is pleased to provide this cash dividend to you. Should you
have any questions we welcome them through our internal Shareholder Relations
Department (800/262-4261, ext. 7278), or through direct e-mail link on our Web
site, www.firstmerchants.com, and invite you to avail yourselves of this
service.
Sincerely,
Michael L. Cox
President and Chief Executive Officer
MLC/ch
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