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): February 23, 2009
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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))
ITEM 8.01 OTHER EVENTS.
On February 23, 2009 First Merchants Corporation issued a press release to
report its received funds in the Capital Purchase Plan. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K, including Exhibit No.
99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to liability
of that section. The information in this Current Report shall not be
incorporated by reference into any filing or other document pursuant to the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing or document.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit 99.1 Press Release, dated February 23, 2008, issued by
First Merchants Corporation
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 Corporation
(Registrant)
By: /s/ Mark K. Hardwick
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Mark K. Hardwick
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
Dated: February 23, 2009
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release, dated February 23, 2009, issued by
First Merchants Corporation.
First Merchants Corporation
Exhibit No. 99.1
Press Release, dated February 23, 2009
N/E/W/S R/E/L/E/A/S/E
February 23, 2009
For further information, contact:
Mark Hardwick, Executive VP and Chief Financial Officer 765-751-1857
First Merchants Corporation Closes Capital Purchase Program Offering
(Muncie, Ind., February 23, 2009) First Merchants Corporation (NASDAQ: FRME)
today announced that it has received $116 million of equity capital by issuing
116,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the
"Designated Preferred Stock"), and a warrant to purchase up to 991,453 shares of
the Corporation's common stock, at an initial per share price of $17.55 to the
U.S. Treasury Department.
The Designated Preferred Stock pays cumulative dividends at a rate of 5 percent
per year for the first five years and 9 percent per year thereafter. The
Corporation has the ability to repay the obligation at any time subject to
consultation with its primary regulator. Repayment of the full amount of the
Designated Preferred Stock issuance by December 31, 2009 with the proceeds of a
sale of Tier 1 qualifying perpetual preferred stock or common stock for cash
would result in a 50% reduction in the number of warrants outstanding.
Mark K. Hardwick, Executive Vice President and Chief Financial Officer commented
that, "Capital and liquidity are critically important components to any balance
sheet when difficult economic conditions exist. The Capital Purchase Program,
introduced in late October, is clearly the lowest capital alternative available
to First Merchants Corporation at this time and offers the least amount of
shareholder dilution. The restrictions are very manageable and the latest
revisions, resulting from American Recovery and Reinvestment Act of 2009, add
the additional repayment flexibility desired in a temporary capital alternative.
Post-closing, the Corporation's Total Risk-Based Capital Ratio of 12.8 percent
is well above the "well capitalized" regulatory guidelines of 10 percent."
Michael C. Rechin, President and Chief Executive Officer commented, "Our
stakeholders include our customers, communities, employees and shareholders. Our
stakeholders hold varied views around public policy such as the TARP, EESA and
CPP and we have weighed those considerations carefully. The decision to
participate in the Capital Purchase Program was based on our desire to add the
lowest cost capital (shareholder focused) in order to support continued economic
growth in Central Indiana and Ohio (community focused). Extending credit
renewals and new credit for appropriately structured lending opportunities
support the markets where our employees live and work (customer and employee
focused)."
About First Merchants Corporation
First Merchants Corporation is a financial holding company headquartered in
Muncie, Indiana. Subsidiaries of the Corporation include First Merchants Bank,
N.A., First Merchants Bank of Central Indiana, N.A., Lafayette Bank & Trust
Company, N.A., Commerce National Bank, Lincoln Bank and First Merchants Trust
Company, N.A. The Corporation also operates First Merchants Insurance Services,
a full-service property casualty, personal lines, and healthcare insurance
agency.
First Merchants Corporation's common stock is traded on the NASDAQ Global Select
Market under the symbol FRME. Quotations are carried in daily newspapers and can
be found on the Corporation's Internet web page (http://www.firstmerchants.com).
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