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): October 12, 2004
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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 (IRS Employer
of incorporation) File Number) 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)
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 12, 2004, the Board of Directors of First Merchants Corporation
(the "Corporation") amended and restated the Corporation's Bylaws. The amended
Bylaws were effective as of October 12, 2004. The following description is a
brief summary of the amendments to the Bylaws. This summary is not intended to
be complete, and it is qualified in its entirety by reference to the
Corporation's Bylaws, as amended, included as Exhibit 3(ii) to this report.
Previous Provision(s) Provision(s) as Amended
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In some instances, the Bylaws used The masculine references were amended
masculine references such as he, him to be gender-neutral.
and his.
Article I, Section 2
The Bylaws listed the registered The reference to the registered agent
agent and office of the Corporation. and office was deleted. This
information is contained in the
Corporation's Articles of
Incorporation.
Article III, Section 5
The Bylaws did not specifically The Bylaws were amended to
provide for the holding of shares of specifically provide that a
the Corporation in book entry form. shareholder of the Corporation may
hold shares in a book entry stock
account.
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Article IV, Section 2
The Bylaws provided that the annual The Bylaws were amended to provide
meeting of shareholders was to be that the Board of Directors will set
held on the third Tuesday in April, the date for the annual meeting of
or such other day as determined by shareholders by resolution.
the Board of Directors.
Article IV, Section 6(b)
No corresponding provision. The Bylaws were amended to allow
shareholder voting at meetings by
electronic means or any other method
allowed by law.
Article IV, Section 7
This Section was rewritten to
correspond more closely with the
Indiana Business Corporation Law.
Article IV, Section 9
The Bylaws provided for nominations The Bylaws were amended to provide
for election to the Board of that the Nominating and Governance
Directors by the Board of Directors Committee of the Board of Directors
or any shareholder. controls nominations for election to
the Board of Directors. Any
shareholder may suggest a candidate
for consideration by the Nominating
and Governance Committee, which
candidate shall be evaluated in the
same manner as other candidates.
Article V, Section 5
The Bylaws provided for delivery of The Bylaws were amended to allow for
notice of meetings to Directors by delivery of notice of meetings to
telephone, telegraph, cable or Directors by personal delivery,
mailing. telephone, facsimile, electronic
means, mailing or express private
delivery service.
Article V, Section 10
The Bylaws limited the record date The Bylaws were amended to remove this
for determining shareholders requirement.
entitled to dividends to not more
than fifty (50) days prior to the
payment date for such dividend.
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Article V, Section 12
No corresponding provision. The Bylaws were amended to
specifically provide for a Nominating
and Governance Committee of the Board
of Directors.
The Bylaws provided that directors The Bylaws were amended to delete this
of the Corporation's affiliates provision.
could serve on Committees of the
Board of Directors of the
Corporation as "affiliate
representatives."
The Bylaws provided that the Board The Bylaws were amended to grant the
of Directors determined the calling committees of the Board of Directors
and holding of meetings by its the authority to make these
committees and the procedure for determinations in addition to the
conducting its meetings. Board of Directors.
Article VI, Section 1
No corresponding provision The Bylaws were amended to
specifically grant the Board of
Directors the authority to appoint a
Chief Executive Officer, chief
operating officer and a chief
financial officer.
Article VI, Section 9
The Bylaws provided that the The Bylaws were amended to
President was the chief executive specifically provide for the office of
officer of the Corporation and had Chief Executive Officer and outline
general supervision over the affairs the duties accompanying such office.
of the Corporation. The President The Chief Executive Officer now has
also served as an ex-officio member general supervision over the affairs
of all standing committees of the of the Corporation. The historic
Board of Directors. duties of the President were divided
between the offices of Chief Executive
Officer and President. Neither the
Chief Executive Officer nor the
President serves as an ex-officio
member on any committee of the Board
of Directors.
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Article VI, Section 11
The Bylaws outlined an office of The Bylaws were amended to
Vice President. If the President specifically provide for Executive
became absent or disabled, unless Vice Presidents, Senior Vice
the Board of Directors determined Presidents, First Vice Presidents
otherwise, the most senior Vice and/or other Vice Presidents. The
President was to perform the duties Board is required to designate one of
and exercise the powers of the the Vice Presidents (an Executive Vice
President. President, if one has been appointed)
to perform the duties and exercise the
powers of the President in the
President's absence or disability.
Article VI, Section 12
No corresponding provision. The Bylaws were amended to provide all
acts affecting the Treasurer's duties
and responsibilities shall be subject
to the review and approval of the
Corporation's chief financial officer.
Article VI, Section 13
The Board of Directors was required This provision was deleted.
to fix the salaries of the principal
officers, while the salaries of the
subordinate officers were to be
fixed by the President.
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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: October 15, 2004.
FIRST MERCHANTS CORPORATION
By: /s/ Larry R. Helms
Larry R. Helms,
Senior Vice President
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EXHIBIT INDEX
3(ii) Bylaws of the Corporation, as amended October 12, 2004