Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
COMMISSION FILE NUMBER 0-10161
FIRSTMERIT CORPORATION
(Exact name of registrant as specified in its charter)
| OHIO (State or other jurisdiction of incorporation or organization) | 34-1339938 (I.R.S. employer identification no.) |
| III Cascade Plaza, Akron, Ohio (Address of principal executive offices) | 44308 (Zip code) | (330) 996-6300 (Telephone Number) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
and
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
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 the filing requirements for at least 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter: $2,236,937,090.
Indicate the number of shares outstanding of registrant’s common stock as of March 31, 2005: 83,611,987 shares of common stock, without par value.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of FirstMerit Corporation, dated March 17, 2005, are incorporated by reference in Part III.
Table of Contents
PLAN FINANCIAL STATEMENTS
The undersigned registrant hereby amends the following item of its Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2004 for the purpose of furnishing the financial statements of the FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FirstMerit Corporation and
Affiliates Employees’ Salary
Savings Retirement Plan
Financial Statements And Supplemental
Schedules
December 31, 2004 and 2003
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES
EMPLOYEES’ SALARY SAVINGS RETIREMENT PLAN
FINANCIAL REPORT
DECEMBER 31, 2004 AND 2003
FIRSTMERIT CORPORATION AND AFFILIATES
EMPLOYEES’ SALARY SAVINGS RETIREMENT PLAN
CONTENTS
| Page | ||||||||
| 1 | ||||||||
| FINANCIAL STATEMENTS | ||||||||
| 2 | ||||||||
| 3 | ||||||||
| 4-11 | ||||||||
| 12 | ||||||||
| 13 | ||||||||
| EXHIBIT 23 CONSENT-AUDITORS | ||||||||
| EXHIBIT 31.1 CERTIFICATION 302-CEO | ||||||||
| EXHIBIT 31.2 CERTIFICATION 302-CFO | ||||||||
| EXHIBIT 32.1 CERTIFICATION 906-CEO & CFO | ||||||||
Table of Contents
To the Board of Directors
of FirstMerit Corporation
Report of Independent Registered Public Accounting Firm
We have audited the accompanying statements of net assets available for benefits of FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan (the “Plan”) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. 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 auditing 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. The Plan is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 net assets available for benefits of the Plan as of December 31, 2004 and 2003, and changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets (held at end of year) as of December 31, 2004 and reportable transactions for the year ended December 31, 2004 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Cleveland, Ohio
April 12, 2005
-1-
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2004 and 2003
| 2004 | 2003 | ||||||||
| ASSETS | |||||||||
| Investments: | |||||||||
| Mutual funds, at fair value | $ | 54,625,675 | $ | 45,423,119 | |||||
| FirstMerit Corporation Common Stock, at fair value | 65,604,094 | 64,480,403 | |||||||
| Loans to participants | 1,103,587 | 923,993 | |||||||
| Total investments | 121,333,356 | 110,827,515 | |||||||
| Receivables: | |||||||||
| Contributions receivable from participants | 293,356 | 237,110 | |||||||
| Contributions receivable from employer | 158,478 | 135,228 | |||||||
| Investment income | 118,299 | 68,445 | |||||||
| Total receivables | 570,133 | 440,783 | |||||||
| Cash | 9,338 | — | |||||||
| Total assets | 121,912,827 | 111,268,298 | |||||||
| LIABILITIES | |||||||||
| Cash overdraft | — | 5,734 | |||||||
| NET ASSETS AVAILABLE FOR BENEFITS | $ | 121,912,827 | $ | 111,262,564 | |||||
The accompanying notes are an integral part of these financial statements.
-2-
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31, 2004 and 2003
| 2004 | 2003 | |||||||||
| ADDITIONS | ||||||||||
| Contributions: | ||||||||||
| Participants’ contributions | $ | 6,852,421 | $ | 6,430,366 | ||||||
| Employer’s contributions | 3,697,601 | 3,535,814 | ||||||||
| 10,550,022 | 9,966,180 | |||||||||
| Investment income: | ||||||||||
| Interest | 54,326 | 57,884 | ||||||||
| Dividends | 3,235,933 | 2,930,183 | ||||||||
| Net appreciation of investments | 5,557,567 | 19,658,855 | ||||||||
| 8,847,826 | 22,646,922 | |||||||||
| Assets received from new participants | 242,063 | 242,987 | ||||||||
| Total additions | 19,639,911 | 32,856,089 | ||||||||
| DEDUCTIONS | ||||||||||
| Benefits paid to participants | 8,989,648 | 5,187,139 | ||||||||
| Total deductions | 8,989,648 | 5,187,139 | ||||||||
| NET INCREASE | 10,650,263 | 27,668,950 | ||||||||
| NET ASSETS AVAILABLE FOR BENEFITS - | — | |||||||||
| BEGINNING OF YEAR | 111,262,564 | 83,593,614 | ||||||||
| END OF YEAR | $ | 121,912,827 | $ | 111,262,564 | ||||||
The accompanying notes are an integral part of these financial statements.
-3-
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Description of the Plan
The following brief description of the FirstMerit Corporation and Affiliates (“FirstMerit”) (the “Company”) Employees’ Salary Savings Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.
A. General
The Board of Directors of FirstMerit Corporation established this defined contribution plan as of October 1, 1985. The Plan covers all employees of FirstMerit who have six months of service and have attained the age of twenty-one. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
B. Contributions
The Plan permits each participant to contribute from one percent to fifteen percent of compensation. Such contributions are known as voluntary pretax employee contributions. A participant’s voluntary pretax contributions and earnings are immediately vested and non-forfeitable.
FirstMerit contributes as a matching contribution an amount equal to 50 percent of the participant’s voluntary pretax contribution. FirstMerit will not make a matching contribution with respect to any portion of a participant voluntary pre-tax contribution that exceeds six percent of the participant’s basic compensation. These employer matching contributions and earnings are immediately vested and nonforfeitable.
The Plan also includes a supplemental matching account whereby FirstMerit makes additional matching contributions equal to 50% of the participant’s voluntary pretax employee contributions which do not exceed three percent of the participant’s basic compensation. Participants become vested in the Supplemental Matching Program upon achieving five years of service or upon attaining normal retirement age. Effective January 1, 2002 the Plan was amended whereby participants are immediately vested in the Supplemental Matching account. All prior Supplemental Matching contributions were merged into, and future contributions are being made to, the Matching ESOP account.
-4-
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Note 1. Description of the Plan (Continued)
C. Investments
The following is a summary of investment options (Investment Funds) available to participants at December 31, 2004 and 2003:
Federated Government Obligations Fund:The fund seeks to provide conservative investors with a nigh quality portfolio, current income and relative safety. This money market fund invests in U.S. Treasury, government agency securities and repurchase agreements backed by government securities.
Federated U.S. Government Securities Fund 1-3 Years:The fund seeks to provide investors with current income and limited price volatility by investing in U.S. Treasury and government agency securities.
Federated Capital Preservation Fund:The fund seeks to offer investors stable principal with high current income by investing in Guaranteed Investment Contracts issued by major U.S. and Canadian life insurance companies and other stable value products.
Federated Capital Appreciation Fund:The fund is an established equity fund that pursues capital appreciation over the long-term by investing predominantly in medium to large capitalization common stocks.
Fidelity Advisor Intermediate Bond Fund:The fund invests in investment-grade bonds from different sectors of the market to give investors greater return potential through exposure to corporate and mortgage-backed securities.
Fidelity Advisor Equity Growth Fund:The fund invests in attractively priced stocks of companies that demonstrate the potential for above-average earnings and revenue growth, a strategy that may translate into strong returns for investors.
Fidelity Advisor Equity Income Fund:The fund is a value-oriented fund which invests in undervalued securities to take advantage of growth potential while striving to provide below average risk compared to similar funds.
Fidelity Balanced Fund:The fund seeks income and capital growth consistent with reasonable risk by investing approximately 60% of the fund’s assets in equities and the remainder in a broadly diversified portfolio of debt securities. It invests at least 25% of assets in fixed-income senior securities.
Fidelity Blue Chip Growth Fund:The fund seeks growth of capital over the long-term by investing primarily in a diversified portfolio of common stocks of well-known and established companies with a market capitalization of at least $200,000,000.
-5-
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Note 1. Description of the Plan (Continued)
| C. | Investments (Continued) | |||
| Fidelity Overseas Fund:The fund seeks long-term growth of capital by investing in equities issued by companies, whose principal business activities are outside of the United States. The fund seeks diversity among both industries and countries outside of North America. | ||||
| T. Rowe Price Small-Cap Stock Fund:The fund seeks long-term growth of capital through investment in stock of small companies that are potentially undervalued or have growth prospects. | ||||
| Vanguard 500 Index Fund:The fund seeks investment results that correspond with the price and yield performance of the S&P 500 Index. The fund tracks the performance of the S&P 500 Index, which is dominated by the stock of large U.S. companies. | ||||
| FirstMerit Corporation Common Stock:The Plan provides for participants to invest directly in Common Shares of the Company. Each participant electing to purchase Common Shares of the Company through the Plan is permitted to vote such Common Shares in the same manner as any other shareholder and is furnished proxy materials to such effect. Dividends paid by FirstMerit are reinvested in the Plan. | ||||
| Dodge & Cox Stock Fund:The fund primarily seeks long-term growth of principal and income, and, secondarily, to achieve reasonable current income. The fund invests in broadly diversified portfolio of common stocks believed to be undervalued. | ||||
| SEI Stable Asset Fund:The fund seeks to preserve principal and earn current income through a diversified portfolio of high quality investments, including wrapped fixed income investments to enhance credit quality and diversification. | ||||
| Templeton Foreign Fund:The fund’s goal is to generate long-term capital growth primarily through investment in equity securities of foreign companies, including emerging markets. The fund is appropriate for investors with a long-term horizon and risk tolerance for foreign equity investments. | ||||
| Vanguard Mid Cap Index Fund:The fund seeks to match performance of a benchmark index of mid-capitalization stocks. The fund employs a passive management strategy designed to track performance of the MSCI Mid Cap 450 Index. | ||||
-6-
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Note 1. Description of the Plan (Continued)
| C. | Investments (Continued) | |||
| Vanguard Total Stock Market Index Fund:The fund seeks to match performance of a benchmark index of the overall stock market. The fund primarily invests in the 1,300 largest U. S. common stocks in the Wilshire 5000 Total Stock Market Index. | ||||
| PIMCO Total Return Fund:The fund seeks maximum total return, consistent with preservation of capital and prudent investment management. The fund invests primarily in a diversified portfolio of fixed income instruments of various maturities. | ||||
| During the Plan year ended December 31, 2004, the following Investment Funds were removed as investment options: Federated Capital Preservation Fund, Federated Capital Appreciation Fund, Fidelity Advisor Intermediate Bond Fund, Fidelity Advisor Equity Income Fund and Fidelity Overseas Fund. | ||||
| D. | Participants’ Accounts | |||
| FirstMerit Bank, N.A. (a subsidiary of FirstMerit), as the trustee for the Plan, maintains separate accounts for each participant. Participants can contribute to one investment or a combination thereof with the minimum investment in any option of 5%. Employer matching contributions are invested solely in FirstMerit Corporation common stock purchased on the open market by the trustee. | ||||
| E. | Payment of Benefits | |||
| Distributions to participants are made by one or more of the following methods: (1) a single lump-sum payment, in cash and/or FirstMerit stock; or (2) payments in equal or nearly equal monthly, quarterly, semiannual, or annual installments over any period not exceeding 10 years or the participant’s life expectancy at the date such payments commence, if less. Benefit distributions are recorded when paid to participants. | ||||
| F. | Loans to Participants | |||
| The loan feature allows participants to borrow against amounts accumulated in the Plan on their behalf. The plan document sets forth guidelines as to certain limitations, and permissible interest rates and repayment terms. | ||||
| G. | Administrative Expenses | |||
| All expenses associated with administering the Plan, including the trustee’s fees and brokerage commissions on purchases of and transfers between Investment Funds, are paid by FirstMerit. | ||||
-7-
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Note 1. Description of the Plan (Continued)
| H. | Diversification | |||
| Prior to June 9, 2004 and in prior years, and prior to participants attaining age 55, all amounts held in participants’ Matching ESOP Account and Supplemental Retirement ESOP accounts were invested entirely in shares of FirstMerit Corporation common stock. At age 55, participants were then entitled to direct the trustee to invest up to 25% of the amount held in their Matching Contribution ESOP Account among the funds described in Note 1, Section C. The percentage increases to 50% when they reach age 60. | ||||
| Effective June 9, 2004, Plan participants are able to diversify out of the mandatory Company stock investment accounts to the other available mutual fund investments. As of the first day of the calendar quarter immediately following each participant’s three year service anniversary, participants’ Matching ESOP Accounts will be moved to new Matching Diversification ESOP Accounts, which permit transfer of investments from Company stock to other mutual fund investments. In addition, participants’ future semi-monthly payroll matching contributions, which are made by FirstMerit, may also then be directed to any of the available mutual funds, as well as Company stock. | ||||
| Further, if participants have completed at least ten years of participation in the Plan and attained age 55, they are a “Qualified Member.” A Qualified Member has the right to make an election to direct the investment of a portion of their Supplemental Retirement ESOP Account. Within 90 days after the close of each Plan Year in the six-Plan Year period beginning with the Plan Year in which they first become a Qualified Member, they may elect to diversify the investment of at least 25% of these accounts. In the last year of the six-Plan Year period, the percentage increases to 50%. The amounts they may elect to diversify may be invested in any of the investment funds described above. | ||||
Note 2. Summary of Significant Accounting Policies
| A. | Basis of Presentation | |||
| The accompanying financial statements have been prepared on an accrual basis in accordance with accounting principles generally accepted in the United States of America. | ||||
| B. | Use of Estimates | |||
| The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes. Actual results could differ from those estimates. | ||||
-8-
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Note 2. Summary of Significant Accounting Policies (Continued)
| C. | Investments | |||
| Investments in securities and mutual funds are stated at fair value. The fair value of marketable securities is based on quotations obtained from national securities exchanges. | ||||
| The fair value of the investments in the mutual funds is based upon the number of units held by the Plan at December 31, 2004 and 2003, respectively, and the current value of each unit is based upon the net asset value disclosed by the registered investment company as of the last trading day of the reporting period. Participant loans are stated at their outstanding balances, which approximate fair value. | ||||
| Securities transactions are recognized on the trade date (the date the order to buy or sell is executed). | ||||
| The Plan presents in the Statements of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on these investments. | ||||
| D. | Risk and Uncertainties | |||
| The Plan invests in various investment securities. The Plan generates a significant portion of its revenue from investments in domestic and international mutual funds and FirstMerit Corporation common stock. FirstMerit Corporation common stock represents a significant concentration of the Plan’s total investments. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits. | ||||
| E. | Fair Value Disclosure of Financial Instruments | |||
| Management has determined that the carrying amount of financial instruments, as reported on the Statements of Net Assets Available for Benefits, approximates fair value. | ||||
-9-
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Note 3. Investments
The Plan’s investments are maintained in mutual funds and common shares of the Company, as described in Note 1. The following presents the market value of investments that represent 5 percent or more of the Plan’s Net Assets Available for Plan Benefits at December 31, 2004 and 2003:
| 2004 | 2003 | |||||||
| Mutual funds: | ||||||||
| Fidelity Advisor Equity Growth Fund | $ | 10,083,090 | $ | 9,815,958 | ||||
| Fidelity Blue Chip Growth Fund | 11,333,675 | 10,509,457 | ||||||
| SEI Stable Asset Fund | 8,846,918 | * | ||||||
| Vanguard 500 Index Fund | 9,165,886 | * | ||||||
| FirstMerit Corporation Common Stock (nonparticipant directed) | 65,604,094 | 64,480,403 | ||||||
| * | New investment choice for 2004. |
As stated in Note 2, the Plan presents, in the Statement of Changes in Net Assets Available for Benefits, net appreciation (depreciation) of investments, which consist of realized gains or losses and change in unrealized appreciation (depreciation). Total realized gains (losses) for 2004 and 2003 were $1,228,329 and $(222,017), respectively, and the change in unrealized appreciation was $4,329,238 and $19,880,872 for 2004 and 2003, respectively.
In summary, the net appreciation in the Plan’s investments, which includes investments bought, sold, and held during the below periods is as follows:
| 2004 | 2003 | |||||||
| Mutual funds | $ | 2,823,051 | $ | 7,121,021 | ||||
| FirstMerit Corporation Common Stock | 2,734,516 | 12,537,834 | ||||||
| $ | 5,557,567 | $ | 19,658,855 | |||||
-10-
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Note 4. Federal Income Taxes
The Plan and Trust qualify under Section 401 of the Internal Revenue Code and the Trust is exempt from federal income taxes under Section 501 (a).
The Plan obtained its latest determination letter on May 9, 2001, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended and restated (effective January 1, 2002) since receiving the determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
Note 5. Plan Termination
Although they have not expressed any intent to do so, the Plan may be terminated by unanimous action of the FirstMerit Corporation Board of Directors. In the event the Plan is terminated, FirstMerit will direct the trustee to distribute the assets of the trust fund, after payment of any expenses properly chargeable against the trust fund, to participants in proportion to the value of their total account balances as of the date of termination, in cash or in kind and in such a manner as FirstMerit shall determine.
Note 6. Transactions with Party-In-Interest
Transactions involving participant loans and common shares of FirstMerit Corporation, trustee of the Plan, are considered party-in-interest transactions. These transactions are not, however, considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations.
Note 7. Subsequent Event
The Plan was amended effective January 1, 2005 to allow the Company to make discretionary profit sharing contributions.
-11-
Table of Contents
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
Schedule H, Line 4i
Employer No. 34-1339938
Plan No. 002
December 31,2004
| Current | ||||||||||||||||
| (a) | (b) Identity of Party | (c) Description of Investment | (d) Cost | (e) Value | ||||||||||||
| Mutual Funds | ||||||||||||||||
| Federated Government Obligations Fund | $ | 61,752 | $ | 61,752 | ||||||||||||
| Dodge & Cox Stock Fund | 2,178,308 | 2,374,693 | ||||||||||||||
| Fidelity Advisor Equity Growth Fund | 10,246,048 | 10,083,090 | ||||||||||||||
| Fidelity Balanced Fund | 1,713,002 | 1,932,107 | ||||||||||||||
| Fidelity Blue Chip Growth Fund | 11,082,408 | 11,333,675 | ||||||||||||||
| Templeton Foreign Fund | 3,514,521 | 3,995,040 | ||||||||||||||
| SEI Stable Asset Fund | 8,846,918 | 8,846,918 | ||||||||||||||
| T. Rowe Price Small-Cap Stock Fund | 1,925,560 | 2,230,697 | ||||||||||||||
| Vanguard Mid-Cap Index Fund | 457,888 | 511,229 | ||||||||||||||
| Vanguard Total Stock Market Index Fund | 318,799 | 342,400 | ||||||||||||||
| Vanguard 500 Index Fund | 8,517,378 | 9,165,886 | ||||||||||||||
| PIMCO Total Return Fund | 3,739,429 | 3,748,188 | ||||||||||||||
| 52,602,011 | 54,625,675 | |||||||||||||||
| * | FirstMerit Corporation Common Stock | 44,751,867 | 65,604,094 | |||||||||||||
| * | Participant Loans | Participant Loans Outstanding | ||||||||||||||
| Bearing Interest of 3.29 - 8.82% | 1,103,587 | 1,103,587 | ||||||||||||||
| $ | 98,457,465 | $ | 121,333,356 | |||||||||||||
* Represents a party-in-interest
-12-
Table of Contents
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES’
SALARY SAVINGS RETIREMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
Schedule H, Line 4j
Employer No. 34-1339938
Plan No. 002
Year Ended December 31, 2004
| (h) | ||||||||||||||||||||||
| Current | ||||||||||||||||||||||
| Value of | (i) | |||||||||||||||||||||
| (a) | (b) | (c) | (d) | (g) | Asset on | Net | ||||||||||||||||
| Identity of | Description | Purchase | Selling | Cost of | Transaction | Gain or | ||||||||||||||||
| Party | of Asset | Price | Price | Asset | Date | (Loss) | ||||||||||||||||
| Category II: Series of transactions with same broker exceeds 5% of value | ||||||||||||||||||||||
| FirstMerit Corporation Issue: 337915102 | 256,693 shares common stock 27 transactions | $ | 6,718,160 | N/A | $ | 6,718,160 | N/A | N/A | ||||||||||||||
| FirstMerit Corporation Issue: 337915102 | 2,107 shares common stock 5 transactions | N/A | $ | 55,346 | 56,916 | $ | 55,346 | $ | (1,570 | ) | ||||||||||||
| Category III: Series of transactions in same security exceeds 5% of value | ||||||||||||||||||||||
| FirstMerit Corporation Issue: 337915102 | 256,712 shares common stock 29 transactions | 6,718,650 | N/A | 6,718,650 | N/A | N/A | ||||||||||||||||
| FirstMerit Corporation Issue: 337915102 | 284,730 shares common stock 304 transactions | N/A | 14,136,575 | 14,419,252 | 14,136,575 | (282,677 | ) | |||||||||||||||
| Fed. Gov’t Oblig. Fund Issue: 60934N104 | 15,158,020 shares mutual fund 284 transactions | 15,158,020 | N/A | 15,158,020 | N/A | N/A | ||||||||||||||||
| Fed. Gov’t Oblig. Fund Issue: 60934N104 | 30,303,675 shares mutual fund 99 transactions | N/A | 30,303,675 | 30,303,675 | 30,303,675 | — | ||||||||||||||||
| Fed. Cap. Preserv. Fund Issue: 140411109 | 68,260 shares mutual fund 71 transactions | 682,600 | N/A | 682,600 | N/A | N/A | ||||||||||||||||
| Fed. Cap. Preserv. Fund Issue: 140411109 | 96,758 shares mutual fund 59 transactions | N/A | 6,760,603 | 6,760,603 | 6,760,603 | — | ||||||||||||||||
| Fed. Cap. Apprec. Fund Issue: 140411109 | 15,887 shares mutual fund 62 transactions | 358,393 | N/A | 358,393 | N/A | N/A | ||||||||||||||||
| Fed. Cap. Apprec. Fund Issue: 140411109 | 232,893 shares mutual fund 55 transactions | N/A | 5,958,073 | 5,946,214 | 5,958,073 | 11,859 | ||||||||||||||||
| SEI Stable Fund Issue: 784118879 | 10,052,576 shares mutual fund 151 transactions | 10,052,576 | N/A | 10,052,576 | N/A | N/A | ||||||||||||||||
| SEI Stable Fund Issue: 784118879 | 11,258,233 shares mutual fund 134 transactions | N/A | 11,258,233 | 11,258,233 | 11,258,233 | — | ||||||||||||||||
| Vanguard 500 Index Fund Issue 922908710 | 62,811 shares mutual fund 170 transactions | 6,528,945 | N/A | 6,528,945 | N/A | N/A | ||||||||||||||||
| Vanguard 500 Index Fund Issue 922908710 | 8,349 shares mutual fund 128 transactions | N/A | 896,950 | 882,475 | 896,950 | 14,475 | ||||||||||||||||
There were no reportable transactions for Categories I or IV during the year.
-13-
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on the 29th day of April, 2005.
| FirstMerit Corporation | ||||
| By: | /s/ TERRENCE E. BICHSEL Terrence E. Bichsel, Executive Vice President and Chief Financial Officer | |||
Table of Contents
Exhibit Index
| Exhibit | ||
| Number | ||
| 3.1 | Amended and Restated Articles of Incorporation of FirstMerit Corporation, as amended (incorporated by reference from Exhibit 3.1 to the Form 10-K/A filed by the Registrant on April 29, 1999) | |
| 3.2 | Amended and Restated Code of Regulations of FirstMerit Corporation (incorporated by reference from Exhibit 3(b) to the Form 10-K filed by the registrant on April 9, 1998) | |
| 4.1 | Shareholders Rights Agreement dated October 21, 1993, between FirstMerit Corporation and FirstMerit Bank, N.A., as amended and restated May 20, 1998 (incorporated by reference from Exhibit 4 to the Form 8-A/A filed by the registrant on June 22, 1998) | |
| 4.2 | Instrument of Assumption of Indenture between FirstMerit Corporation and NBD Bank, as Trustee, dated October 23, 1998 regarding FirstMerit Corporation’s 6 1/4% Convertible Subordinated Debentures, due May 1, 2008 (incorporated by reference from Exhibit 4(b) to the Form 10-Q filed by the registrant on November 13, 1998) | |
| 4.3 | Supplemental Indenture, dated as of February 12, 1999, between FirstMerit and Firstar Bank Milwaukee, National Association, as Trustee relating to the obligations of the FirstMerit Capital Trust I, fka Signal Capital Trust I (incorporated by reference from Exhibit 4.3 to the Form 10-K filed by the Registrant on March 22, 1999) | |
| 4.4 | Indenture dated as of February 13, 1998 between Firstar Bank Milwaukee, National Association, as trustee and Signal Corp (incorporated by reference from Exhibit 4.1 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |
| 4.5 | Amended and Restated Declaration of Trust of FirstMerit Capital Trust I, fka Signal Capital Trust I, dated as of February 13, 1998 (incorporated by reference from Exhibit 4.5 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |
| 4.6 | Form Capital Security Certificate (incorporated by reference from Exhibit 4.6 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |
| 4.7 | Series B Capital Securities Guarantee Agreement (incorporated by reference from Exhibit 4.7 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |
| 4.8 | Form of 8.67% Junior Subordinated Deferrable Interest Debenture, Series B (incorporated by reference from Exhibit 4.7 to the Form S-4 No, 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |
| 10.1 | Amended and Restated 1992 Stock Option Program of FirstMerit Corporation (incorporated by reference from Exhibit 10.1 to the Form 10-K filed by the registrant on March 9,2001)* | |
| 10.2 | Amended and Restated 1992 Directors Stock Option Program (incorporated by reference from Exhibit 10.2 to the Form 10-K filed by the registrant on March 9, 2001)* | |
| 10.3 | Amended and Restated 1997 Stock Option Plan (incorporated by reference from Exhibit 10.4 to the Form 10-K filed by the registrant on March 9, 2001)* | |
| 10.4 | Amended and Restated 1999 Stock Option Plan (incorporated by reference from Exhibit 10.5 to the Form 10-K/A filed by the registrant on April 30, 2001)* | |
| 10.5 | Amended and Restated 2002 Stock Plan (incorporated by reference from Exhibit 10.6 to the Form 10-K/A filed by the registrant on April 30, 2004)* | |
| 10.6 | Amended and Restated 1987 Stock Option and Incentive Plan (SF) (incorporated by reference from Exhibit 10.6 to the Form 10-K filed by the registrant on March 9, 2001)* | |
| 10.7 | Amended and Restated 1996 Stock Option and Incentive Plan (SF) (incorporated by reference from Exhibit 10.7 to the Form 10-K filed by the registrant on March 9, 2001)* | |
| 10.8 | Amended and Restated 1994 Stock Option and Incentive Plan (SF) (incorporated by reference from Exhibit 10.8 to the Form 10-K filed by the registrant on March 9, 2001)* | |
| 10.9 | Amended and Restated Stock Option and Incentive Plan (SG) (incorporated by reference from Exhibit 10.10 to the Form 10-K filed by the registrant on March 9, 2001)* |
Table of Contents
| Exhibit | ||
| Number | ||
| 10.10 | Non-Employee Director Stock Option Plan (SG) (incorporated by reference from Exhibit 4.3 to the Form S-8/A (No. 333-63797) filed by the registrant on February 12, 1999)* | |
| 10.11 | Amended and Restated 1997 Omnibus Incentive Plan (SG) (incorporated by reference from Exhibit 10.12 to the Form 10-K filed by the registrant on March 9, 2001)* | |
| 10.12 | Amended and Restated 1993 Stock Option Plan (FSB) (incorporated by reference from Exhibit 10.13 to the Form 10-K filed by the registrant on March 9, 2001)* | |
| 10.13 | Amended and Restated Executive Deferred Compensation Plan (incorporated by reference from Exhibit 10.14 to the Form 10-K/A filed by the registrant on April 30, 2001)* | |
| 10.14 | Amended and Restated Director Deferred Compensation Plan (incorporated by reference from Exhibit 10.15 to the Form 10-K/A filed by the registrant on April 30, 2001)* | |
| 10.15 | Executive Supplemental Retirement Plan (incorporated by reference from Exhibit 10.16 to the Form 10-K/A filed by the registrant on April 30, 2002)* | |
| 10.16 | Form of Amended and Restated Membership Agreement with respect to the Executive Supplemental Retirement Plan (incorporated by reference from Exhibit 10.39 to the Form 10-K filed by the Registrant on March 22, 1999)* | |
| 10.17 | Unfunded Supplemental Benefit Plan (incorporated by reference from Exhibit 10.19 to the Form 10-K filed by the Registrant on March 6, 2003)* | |
| 10.18 | First Amendment to the Unfunded Supplemental Benefit Plan (incorporated by reference from Exhibit 10.19 to the Form 10-K/A filed by the registrant on April 30,2002)* | |
| 10.19 | Executive Insurance Program Summary (incorporated by reference from Exhibit 10.20 to the Form 10-K/A filed by the registrant on April 30, 2002)* | |
| 10.20 | Long Term Disability Plan (incorporated by reference from Exhibit 10.21 to the Form 10-K/A filed by the registrant on April 30, 2002)* | |
| 10.21 | Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the registrant on January 26, 2005)* | |
| 10.22 | Summary of Director Compensation Arrangement (incorporated by reference from Exhibit 10.22 to the Form 10-K filed by the registrant on March 7, 2005)* | |
| 10.23 | Amended and Restated Employment Agreement of John R. Cochran (incorporated by reference from Exhibit 10.24 to the Form 10-K/A filed by the registrant on April 30, 2001)* | |
| 10.24 | Restricted Stock Award Agreement of John R. Cochran dated April 9, 1997 (incorporated by reference from Exhibit 10.28 to the Form 10-K filed by the registrant on March 6, 2003)* | |
| 10.25 | First Amendment to Restricted Stock Award Agreement for John R. Cochran (incorporated by reference from Exhibit 10.29 to the Form 10-K/A filed by the registrant on April 30, 2001)* | |
| 10.26 | Amended and Restated SERP Agreement for John R. Cochran (incorporated by reference from Exhibit 10.30 to the Form 10-K/A filed by the registrant on April 30, 2001)* | |
| 10.27 | Form of FirstMerit Corporation Change in Control Termination Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the registrant on November 5, 2004)* | |
| 10.28 | Form of FirstMerit Corporation Displacement Agreement (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by the registrant on November 5, 2004)* | |
| 10.29 | Form of Director and Officer Indemnification Agreement and Undertaking (incorporated by reference from Exhibit 10.35 to the Form 10-K/A filed by the registrant on April 30, 2002) | |
| 10.30 | Credit Agreement among FirstMerit Corporation, Bank One, N.A., and Lenders, dated November 27, 2000 (incorporated by reference from Exhibit 10.36 to the Form 10-K filed by the registrant on March 9, 2001) | |
| 10.31 | Distribution Agreement, by and among FirstMerit Bank, N. A. and the Agents, dated July 15, 1999 (incorporated by reference from Exhibit 10.41 to the Form 10-K filed by the registrant on March 10, 2000) | |
| 10.32 | Amended and Restated Employment Agreement of David G. Lucht dated December 31, 2004 (incorporated by reference from Exhibit 10.32 to the Form 10-K filed by the registrant on March 7, 2005)* |
Table of Contents
| Exhibit | ||
| Number | ||
| 10.33 | Restricted Stock Award Agreement of David G. Lucht dated May 16, 2002 (incorporated by reference from Exhibit 10.36 to the Form 10-Q filed by the registrant on August 13, 2002)* | |
| 10.34 | Amendment to the Amended and Restated Employment Agreement of John R. Cochran dated December 1, 2003 (incorporated by reference from Exhibit 10.37 to the Form 10-K filed by the registrant on March 3, 2003)* | |
| 21 | Subsidiaries of FirstMerit Corporation (incorporated by reference from Exhibit 21 to the Form 10-K filed by the registrant on March 7, 2005) | |
| 23 | Consent of Hausser + Taylor LLC | |
| 31.1 | Rule 13a-14(a)/Section 302 Certification of John R. Cochran, Chairman and Chief Executive Officer of FirstMerit Corporation | |
| 31.2 | Rule 13a-14(a)/Section 302 Certification of Terrence E. Bichsel, Executive Vice President and Chief Financial Officer of FirstMerit Corporation | |
| 32.1 | Rule 13a-14(b)/Section 906 Certifications of John R. Cochran, Chairman and Chief Executive Officer of FirstMerit Corporation, and Terrence E. Bichsel, Executive Vice President and Chief Financial Officer of FirstMerit Corporation |
| * | Indicates management contract or compensatory plan or arrangement |