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): December 14, 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 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)
Not Applicable
(Former name or former address, if changed since last report)
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))
Page 1 of 5
Exhibit Index on Page 4
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b) On December 14, 2004, the Board of Directors received written
notice from Norman M. Johnson that he intends to retire as a Director of the
Corporation, effective as of the Corporation's 2005 Annual Meeting of the
Shareholders. Mr. Johnson has reached the age whereby his retirement is
mandatory pursuant to the Corporation's Bylaws.
(d) On December 14, 2004, the Board of Directors of First Merchants
Corporation (the "Corporation") appointed Dr. Jo Ann M. Gora to fill the vacancy
on the Corporation's Board of Directors caused by the amendment to the
Corporation's Bylaws described in this Form 8-K. Dr. Gora's term will continue
until the 2005 Annual Meeting of the Shareholders, at which time she will be
considered for election for a full three (3) year term. As of the date of this
report, the Board of Directors has not yet determined on which committees Dr.
Gora will serve. A copy of the Corporation's press release, dated December 17,
2004, announcing the appointment of Dr. Gora is attached hereto as Exhibit 99.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
(a) On December 14, 2004, the Board of Directors of the Corporation
also amended Section Article V, Section 1 of the Corporation's Bylaws to provide
for sixteen (16) Directors rather than the previous fifteen (15). The amendment
was effective as of December 14, 2004.
Item 9.01. Financial Statements and Exhibits.
(c) (99.1) Press Release dated December 17, 2004.
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: December 17, 2004.
FIRST MERCHANTS CORPORATION
By: /s/ Larry R. Helms
Larry R. Helms,
Senior Vice President
EXHIBIT INDEX
99.1 Press Release dated December 17, 2004
Exhibit 99.1
NEWS RELEASE
December 17, 2004
FOR IMMEDIATE RELEASE
For more information, contact:
Andrew Weixler, Corporate Marketing Director, 765-747-1360
First Merchants Corporation Elects Dr. Jo Ann M. Gora to its Board of Directors
December 17, 2004
Muncie, Indiana - First Merchants Corporation, a $3.2 billion financial holding
company, has elected Ball State University President, Dr. Jo Ann M. Gora to its
Board of Directors. Dr. Gora was elected on December 14, 2004, at a regular
meeting of the Board of Directors.
Prior to taking the helm as the 14th president of Ball State University, Dr.
Gora was chancellor of the University of Massachusetts Boston where she played a
pivotal role in raising the university's admission standards, expanding its
honors college, developing interdisciplinary centers of excellence, enhancing
community outreach, increasing the level of external research funding, and
improving the instructional technology infrastructure.
Dr. Gora served for nine years as provost and vice president for academic
affairs at Old Dominion University in Norfolk, Virginia, where she guided the
university through two strategic planning processes.
Gora earned a bachelor's degree in political science from Vassar College and
master's and doctoral degrees in sociology from Rutgers University. She has
published two books as well as numerous articles in the fields of criminology,
medical sociology, and organizational behavior.
"We are very pleased that Jo Ann has joined our Board," said Michael L. Cox,
First Merchants' CEO. "Her diverse background and stated desire to promote
economic development throughout central Indiana will make her addition a real
plus to our business model."
About First Merchants Corporation
First Merchants Corporation (Nasdaq: FRME) is a financial holding company
headquartered in Muncie, Indiana. Since its organization in 1982, First
Merchants Corporation has grown to include ten affiliate banks with over 70
locations in 18 Indiana and two Ohio counties, a trust company, a multi-line
insurance company, and a title agency.
Subsidiaries of the Corporation include First Merchants Bank, N.A.; The Madison
Community Bank, N.A.; First United Bank, N.A.; The Union County National Bank of
Liberty; The Randolph County Bank, N.A.; The First National Bank of Portland;
Decatur Bank & Trust Company, N.A.; Frances Slocum Bank & Trust Company, N.A.;
Lafayette Bank and Trust Company, N.A.; and Commerce National Bank. The
Corporation also operates First Merchants Insurance Services, a full-service
property, casualty, personal lines, and health care insurer, and is the majority
owner of the Indiana Title Insurance Company LLC.
Merchants Trust Company unites the trust and asset management services of all
affiliate banks of the Corporation and represents one of the largest trust
companies in the State of Indiana, with assets in excess of $1.5 billion.
For more information, visit www.firstmerchants.com.
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