UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
Commission file number 0-17071
FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1544218
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Jackson
Muncie, Indiana 47305-2814
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 747-1500
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $.125 stated value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. Large accelerated filer[ ] Accelerated filer[X] Non-accelerated filer[ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ] No[X]
The aggregate market value (not necessarily a reliable indication of
the price at which more than a limited number of shares would trade) of the
voting stock held by non-affiliates of the registrant was $457,630,766 as of the
last business day of the registrant's most recently completed second fiscal
quarter (June 30, 2005).
As of March 7, 2006 there were 18,427,098 outstanding common shares,
without par value, of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Documents Into Which Incorporated
Portions of the Registrant's Annual Part I (Item 1)
Report to Shareholders for the year
ended December 31, 2005 Part II (Items 5, 6, 7, 7A, and 8)
Portions of the Registrant's Part III (Items 10 through 14)
Definitive Proxy Statement for
Annual Meeting of Shareholders
to be held April 13, 2006
FIRST MERCHANTS CORPORATION
200 EAST JACKSON
MUNCIE, INDIANA 47305-2814
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 2005:
Exhibits:
23 Consent of independent registered accounting firm
28 Annual report on Form 11-K for First Merchants Corporation
Employee Stock Purchase Plan (1999) and report of Plan's
independent public accountants with respect to the financial
statements
The above amendments are being filed to include the information required by Form
11-K.
FIRST MERCHANTS CORPORATION
(Registrant)
By /s/Mark K. Hardwick
___________________________
Mark K. Hardwick
Chief Financial Officer
Date: October 10, 2006
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the registration statement of
First Merchants Corportion on Form S-8 (File Number 33-28900) of our report
dated August 10, 2006, on our audits of the financial statements of First
Merchants Corporation Employee Stock Purchase Plan (2004) as of June 30, 2006
and 2005 and for the years ended June 30, 2006, 2005 and 2004, which report is
included in Exhibit 28.
/s/ BKD, LLP
Indianapolis, Indiana
October 5, 2006
EXHIBIT 28
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2006
FIRST MERCHANTS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN (2004)
(Full title of the plan)
FIRST MERCHANTS CORPORATION
(Name of issuer of the securities held pursuant to the plan)
200 East Jackson Street
Muncie, Indiana 47305
(Address of principal executive office)
Report of Independent Registered Public Accounting Firm
Compensation Committee of the
Board of Directors
First Merchants Corporation
Muncie, Indiana
We have audited the accompanying statements of financial condition of First
Merchants Corporation Employee Stock Purchase Plan (2004) as of June 30, 2006
and 2005, and the related statements of income and changes in plan equity for
each of the three years in the period ended June 30, 2006. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Merchants Corporation as
of June 30, 2006 and 2005, and the results of its operations for each of the
three years in the period ended June 30, 2006, in conformity with accounting
principles generally accepted in the United States of America.
[GRAPHIC OMITTED]
/S/ BKD, LLP
Indianapolis, Indiana
August 10, 2006
First Merchants Corporation
Employee Stock Purchase Plan (2004)
Statements of Financial Condition
June 30, 2006 and 2005
Assets
2006 2005
----------------------------------------
Investments - interest-bearing deposits $ 864,837 $ 918,138
================ ================
Plan Equity $ 864,837 $ 918,138
================ ================
See Notes to Financial Statements
First Merchants Corporation
Employee Stock Purchase Plan (2004)
Statements of Income and Changes in Plan Equity
Years Ended June 30, 2006, 2005 and 2004
2006 2005 2004
-----------------------------------------------------------
Investment income - interest $ 11,795 $ 10,727 $ 10,352
Participant contributions 902,848 993,138 956,912
---------------- ---------------- ----------------
914,643 1,003,865 967,264
---------------- ---------------- ----------------
Withdrawals and terminations paid in cash 54,757 91,101 63,930
Purchase and distribution of stock 913,187 902,624 819,656
---------------- ---------------- ----------------
967,944 993,725 883,586
---------------- ---------------- ----------------
Income and changes in Plan equity for the year (53,301) 10,140 83,678
Plan equity at beginning of year 918,138 907,998 824,320
---------------- ---------------- ----------------
Plan equity at end of year $ 864,837 $ 918,138 $ 907,998
================ ================ ================
See Notes to Financial Statements
First Merchants Corporation
Employee Stock Purchase Plan (2004)
Notes to Financial Statements
June 30, 2006 and 2005
Note 1: Summary of Significant Accounting Policies
Organization - The Plan was originally adopted by the Board of
Directors of First Merchants Corporation (Corporation) in February 1989,
and commenced operations in July 1989. Effective July 1, 1994, the Plan was
amended by the adoption of the 1994 Employee Stock Purchase Plan (1994
Plan), and effective July 1, 1999, amended again by the adoption of the
1999 Employee Stock Purchase Plan (1999 Plan). The 1999 Plan was adopted by
the Board of Directors of the Corporation in February 1999 and approved by
Corporation stockholders in April 1999. In December 2003, the Compensation
Committee of the Board of Directors approved a new Plan that was approved
by Corporation stockholders in April 2004 to be effective July 1, 2004. A
total of 400,000 shares of the Corporation's common stock are to be
reserved for issuance pursuant to the 2004 Plan. The purpose of the Plan is
to provide eligible employees of the Corporation and participating
subsidiaries the opportunity to purchase Corporation common stock through
annual offerings financed by payroll deductions.
Investments, consisting of interest-bearing deposit accounts at a
subsidiary of the Corporation, are carried at cost, which approximates
current value.
Note 2: General Information
The Plan provides for the purchase of up to 400,000 shares of the
Corporation's common stock by eligible employees through a maximum of five
offerings of twelve month durations. Prior to each offering period,
eligible employees elect to have up to 20 percent of their compensation
deducted from their pay and accumulated with interest until the end of that
offering period, but not to exceed $25,000 per offering period.
At the end of each offering period, the balance of each participant's
payroll deduction account is applied to the purchase of the largest number
of full shares of the Corporation's common stock possible. The price at
which the shares are deemed to have been purchased is determined by the
Compensation Committee of the Corporation and is equal to 85 percent of the
lesser of the fair market value of the Corporation's common stock at the
beginning or at the end of that offering period. Shares to be purchased
under the Plan may be obtained by the Corporation from its authorized but
previously unissued shares, from open market transactions or from private
sources.
In July 2006 and 2005, the Corporation issued 41,391 and 43,238 shares of
its common stock for the offering period ended June 30, 2006 and 2005, at
$20.66 and $21.12 per share.
At June 30, 2006 and 2005, the Plan had 414 and 463 participants.
First Merchants Corporation
Employee Stock Purchase Plan (2004)
Notes to Financial Statements
June 30, 2006 and 2005
Note 3: Income Tax Status
The Plan is not and will not be qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (Code). The Plan is intended to
qualify as an employee stock purchase plan under Section 423 of the Code.
Consequently, the difference between the purchase price and the fair market
value of the stock purchased under the Plan is not includable in the
participant's gross income for federal income tax purposes, unless a
disqualifying distribution occurs.