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 16, 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)
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.
In January 2005, the Board of Directors of First Merchants Corporation
(the "Corporation") approved the curtailment of the accumulation of defined
benefits for future services provided by certain participants in the First
Merchants Corporation Retirement Pension Plan (the "Plan"). Employees of the
Corporation and certain of its subsidiaries who are participants in the Plan
were notified that, on and after March 1, 2005, no additional pension benefits
will be earned by employees who have not both attained the age of fifty-five
(55) and accrued at least ten (10) years of "Vesting Service". As a result of
this action, the Corporation has decided to record a $1,630,000 pension
curtailment loss to record previously unrecognized prior service costs in
accordance with SFAS No. 88, "Employers' Accounting for Settlements and
Curtailments of Defined Benefit Plans and for Termination Benefits." This loss
will be recognized and recorded by the Corporation in the first quarter of 2005.
As of March 1, 2005, the Corporation will also consolidate its and
several of its subsidiaries' 401(k) retirement savings plans into one (1)
enhanced plan. The new 401(k) retirement savings plan includes both a
non-elective contribution and a matching contribution. The non-elective
contribution ranges between two percent (2%) and seven percent (7%) of salary
based on the relevant employee's years of service. The matching contribution
equals fifty percent (50%) of the employee's first six percent (6%) of salary
contributed to the plan.
On a per share basis, the original plans cost the Corporation
$.08/share and $.09/share during 2003 and 2004. Assuming 18,667,000 shares are
outstanding, the cost of the original plans, without consolidation and without
the curtailment loss, is estimated to have been $.11/share in 2005. Again
assuming 18,667,000 shares are outstanding, the cost of the new enhanced plan
and the Plan, including the curtailment loss, is now estimated to be $.12/share
in 2005 and $.06/share in 2006.
This current report on Form 8-K contains forward-looking statements
that involve risk and uncertainty. It should be noted that a variety of factors
could cause the Corporation's actual results and experience to differ materially
from the anticipated results or other expectations expressed in the combined
Corporation's forward-looking statements.
The risks and uncertainties that may affect the projections contained
in this current report include, but are not limited to, variations in the cost
savings realized by combining the plans, projected participation of the
employees in the plans and other similar matters. Readers of this report are
cautioned not to place undue reliance on forward-looking statements, which are
subject to influence by the named risk factors and unanticipated future events.
Actual results, accordingly, may differ materially from management expectations.
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: February 16, 2005.
FIRST MERCHANTS CORPORATION
By: /s/ Larry R. Helms
Larry R. Helms,
Senior Vice President