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): April 24, 2007
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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 1.01. Entry into a Material Definitive Agreement.
(a) First Merchants Corporation (the "Corporation") currently
maintains the First Merchants Corporation Supplemental Executive Retirement
Plan, a nonqualified "excess benefit" deferred compensation plan (the "SERP"),
which has three (3) participants, Michael L. Cox, Stefan S. Anderson and Roger
W. Gilcrest. On April 24, 2007, the Board of Directors of the Corporation
approved the following changes with respect to Mr. Cox's participation in the
SERP: (1) his accrued benefit under the SERP shall fully vest as of his date of
retirement, April 24, 2007, rather than his "Normal Retirement Date" (the last
day of the month in which he attains age 65) as currently provided in the SERP;
and (2) the payment of his benefit under the SERP shall commence in January 2008
rather than December 2009. The changes were precipitated by new tax regulations
covering deferred compensation.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b) Michael L. Cox, President and Chief Executive Officer of
the Corporation, has retired as an officer of the Corporation effective as of
April 24, 2007. He will continue as a Director of the Corporation through the
remainder of his term which expires upon the 2009 annual meeting of the
shareholders.
(c) The Board of Directors of the Corporation has appointed
Michael C. Rechin who was formerly the Executive Vice President and Chief
Operating Officer of the Corporation to serve as the President and Chief
Executive Officer of the Corporation. The Board of Directors has also appointed
Charles E. Schalliol as its Chairman. Mr. Schalliol formerly served as Vice
Chairman of the Corporation.
(e) See the modifications to the SERP discussed above.
Item 8.01. Other Events.
On April 24, 2007, the Board of Directors approved the redemption of the
Corporation's subordinated debentures payable to First Merchants Capital
Trust I. The aggregate redemption price will be the principal amount of
$54,832,000 plus any accrued but unpaid interest. The early redemption of the
debentures will also require the Corporation to accelerate the recognition of
the remaining unamortized underwriting fee of approximately $1.8 million during
the second quarter of 2007. The redemption may occur at any time on or after
June 30, 2007 and has been previously approved by the Federal Reserve Bank of
Chicago. The Corporation intends to finance the redemption through a private
offering of trust preferred securities on terms more favorable than then current
debentures. The Corporation currently anticipates the savings to be
approximately $1.2 million annually.
The redemption of the debentures would be followed by the redemption by
First Merchants Capital Trust I of its outstanding common and preferred
securities at their $25 liquidation value, plus any accrued but unpaid
distributions.
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 26, 2007.
FIRST MERCHANTS CORPORATION
By: /s/ Michael C. Rechin
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Michael C. Rechin,
President and
Chief Executive Officer