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: April 12, 2002
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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 (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
200 East Jackson Street
P.O. Box 792
Muncie, Indiana 47305-2814
(Address of principal executive offices, including zip code)
(317) 747-1500
(Registrant's telephone number, including area code)
Page 1 of 3 Pages
Exhibit Index on Page 4
Items 1-4. Not Applicable.
Item 5. Other Events and Regulation FD Disclosure.
On April 12, 2002, First Merchants Corporation (the "Company") and First
Merchants Capital Trust I (the "Trust") entered into an Underwriting Agreement
with Stifel, Nicolaus & Company, Incorporated and RBC Dain Rauscher Inc. for
themselves and as co-representatives of the several underwriters named in
Schedule I thereto (the "Underwriting Agreement"). On April 17, 2002 and
pursuant to the Underwriting Agreement, the Trust issued 1,850,000 8.75%
Cumulative Trust Preferred Securities (liquidation amount $25 per Preferred
Security) (the "Preferred Securities") with an aggregate liquidation value of
$46,250,000. The proceeds from the sale of the Preferred Securities were
invested by the Trust in the Company's 8.75% Junior Subordinated Debentures due
June 30, 2032 (the "Debentures"). The proceeds from the issuance of the
Debentures will be used by the Company to fund a portion of the cash
consideration payable to the shareholders of Lafayette Bancorporation as part of
the Company's April 1, 2002 acquisition of Lafayette Bank and Trust Company.
Item 6. Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
1.1 Underwriting Agreement dated April 12, 2002
4.1 Certificate of Trust of First Merchants Capital Trust I dated
December 12, 2001
4.2 Amended and Restated Trust Agreement of First Merchants Capital
Trust I dated April 17, 2002
4.3 Agreement as to Expenses and Liabilities dated April 17, 2002
4.4 Cumulative Trust Preferred Security Certificate
4.5 Preferred Securities Guarantee Agreement dated April 17, 2002
4.6 Indenture dated April 17, 2002
4.7 First Supplemental Indenture dated April 17, 2002
4.8 8.75% Junior Subordinated Debenture due June 30, 2032
Items 8 and 9. Not Applicable.
Page 2 of 3 Pages
Exhibit Index on Page 4
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: April 19, 2002.
FIRST MERCHANTS CORPORATION
By: /s/ Larry R. Helms
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Larry R. Helms,
Senior Vice President and
General Counsel
Page 3 of 3 Pages
Exhibit Index on Page 4
EXHIBIT INDEX
1.1 Underwriting Agreement dated April 12, 2002
4.1 Certificate of Trust of First Merchants Capital Trust I dated December 12,
2001
4.2 Amended and Restated Trust Agreement of First Merchants Capital Trust I
dated April 17, 2002
4.3 Agreement as to Expenses and Liabilities dated April 17, 2002
4.4 Cumulative Trust Preferred Security Certificate
4.5 Preferred Securities Guarantee Agreement dated April 17, 2002
4.6 Indenture dated April 17, 2002
4.7 First Supplemental Indenture dated April 17, 2002
4.8 8.75% Junior Subordinated Debenture due June 30, 2032