þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2006 | ||
OR | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Ohio | 34-1339938 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
III Cascade Plaza, 7thFloor, Akron Ohio | 44308 | |
(Address of principal executive offices) | (Zip Code) |
COMMON SHARES, NO PAR VALUE
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o |
Class | Outstanding at February 3, 2007 | |
Common Stock, no par value | 80,102,596 shares |
Document | Parts Into Which Incorporated | |
Proxy Statement for the Annual Meeting of Shareholders of FirstMerit Corporation on April 18, 2007 | Part III |
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, as amended, for the fiscal year ended December 31, 2006 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
Information
December 31, 2006 and 2005
EMPLOYEES’ SALARY SAVINGS RETIREMENT PLAN
EMPLOYEES’ SALARY SAVINGS RETIREMENT PLAN
Page | ||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 | |||
FINANCIAL STATEMENTS | ||||
Statements of net assets available for benefits | 2 | |||
Statements of changes in net assets available for benefits | 3 | |||
Notes to financial statements | 4-10 | |||
SUPPLEMENTAL INFORMATION | ||||
Schedule of assets (held at end of year) | 11 | |||
Schedule of reportable transactions | 12 |
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FirstMerit Corporation
Akron, Ohio
![](https://capedge.com/proxy/10-KA/0000950152-07-003691/l25774al2577401.gif)
April 25, 2007
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SALARY SAVINGS RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2006 and 2005
2006 | 2005 | |||||||
ASSETS | ||||||||
Investments, at fair value: | ||||||||
Mutual funds | $ | 71,121,945 | $ | 62,098,797 | ||||
FirstMerit Corporation Common Stock | 53,519,800 | 58,748,334 | ||||||
Loans to participants | 1,094,307 | 1,115,520 | ||||||
Total investments | 125,736,052 | 121,962,651 | ||||||
Receivables: | ||||||||
Contributions from participants | 296,773 | 295,850 | ||||||
Contributions from employer | 1,248,557 | 1,278,173 | ||||||
Investment income | 1,980 | 51,298 | ||||||
Total receivables | 1,547,310 | 1,625,321 | ||||||
Total assets | 127,283,362 | 123,587,972 | ||||||
LIABILITIES | — | — | ||||||
NET ASSETS AVAILABLE FOR BENEFITS | $ | 127,283,362 | $ | 123,587,972 | ||||
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SALARY SAVINGS RETIREMENT PLAN
2006 | 2005 | |||||||
ADDITIONS | ||||||||
Contributions: | ||||||||
Participants’ | $ | 7,582,691 | $ | 7,307,485 | ||||
Employer’s | 5,166,693 | 5,070,728 | ||||||
Rollovers from participants | 166,942 | 1,152,329 | ||||||
12,916,326 | 13,530,542 | |||||||
Investment income: | ||||||||
Interest | 56,354 | 58,264 | ||||||
Dividends | 3,904,993 | 3,423,179 | ||||||
Net appreciation (depreciation) of investments | 881,934 | (3,921,779 | ) | |||||
4,843,281 | (440,336 | ) | ||||||
Total additions | 17,759,607 | 13,090,206 | ||||||
DEDUCTIONS | ||||||||
Benefits paid directly to participants | 14,064,217 | 11,415,061 | ||||||
Total deductions | 14,064,217 | 11,415,061 | ||||||
NET INCREASE | 3,695,390 | 1,675,145 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR | 123,587,972 | 121,912,827 | ||||||
END OF YEAR | $ | 127,283,362 | $ | 123,587,972 | ||||
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SALARY SAVINGS RETIREMENT PLAN
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SALARY SAVINGS RETIREMENT PLAN
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SALARY SAVINGS RETIREMENT PLAN
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SALARY SAVINGS RETIREMENT PALN
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SALARY SAVINGS RETIREMENT PLAN
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SALARY SAVINGS RETIREMENT PLAN
The Plan’s investments are maintained in mutual funds and common stock of the Company, as described in Note 1. The following presents the market value of investments that represent 5% or more of the Plan’s Net Assets Available for Plan Benefits at December 31, 2006 and 2005: |
2006 | 2005 | |||||||
Mutual funds: | ||||||||
American Funds Growth Fund of America | $ | 10,869,245 | $ | — | ||||
Fidelity Advisor Equity Growth Fund | 9,877,223 | 10,027,675 | ||||||
Fidelity Blue Chip Growth Fund | — | 11,064,284 | ||||||
Dodge & Cox International Stock Fund | 6,800,179 | — | ||||||
Dodge & Cox Stock Fund | 7,534,408 | — | ||||||
SEI Stable Asset Fund | 8,370,072 | 9,574,057 | ||||||
Vanguard 500 Index Fund Admiral | 10,768,532 | 9,584,192 | ||||||
FirstMerit Corporation Common Stock (non-participant directed, see Note 1.H.) | 53,519,800 | 58,748,334 |
2006 | 2005 | |||||||
Mutual funds | $ | (4,748,008 | ) | $ | 2,426,776 | |||
FirstMerit Corporation Common Stock | 5,629,942 | (6,348,555 | ) | |||||
$ | 881,934 | $ | (3,921,779 | ) | ||||
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 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. |
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SALARY SAVINGS RETIREMENT PALN
1) | FirstMerit employees are eligible to participate in the Plan on the first January 1, April 1, July 1 or October 1 after completing three months of service and attaining age 21. | ||
2) | Additional retirement investment plan contributions of 3% of eligible compensation (includes salary, wages and commissions but excluding incentives and awards) for each plan year will be made for certain participants hired on or after January 1, 2007, or participants hired before January 1, 2007 but not vested, as of January 1, 2007, in the Pension Plan for Employees of FirstMerit Corporation and Affiliates. There is a three year vesting requirement for these contributions. | ||
3) | The vesting schedule for participants Profit Sharing Contribution ESOP Accounts and the Retirement Investment Contribution ESOP Accounts is as follows: |
Year(s) of Services | Vesting Percentage | |
Less than 3 3 or more | 0% 100% |
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SALARY SAVINGS RETIREMENT PLAN
Employer No. 34-1339938
Plan No. 002
(a) | (b) | Identity of Party | (c) Description of Investment | (d) Cost | Current (e)Value | |||||||||
Mutual Funds | ||||||||||||||
Aim Short Term Liquid Asset Fund | $ | 46 | $ | 46 | ||||||||||
American Century Capital Preservation Fund | 66,395 | 66,395 | ||||||||||||
Dodge & Cox International Stock Fund | 6,883,567 | 6,800,179 | ||||||||||||
Dodge & Cox Stock Fund | 6,633,024 | 7,534,408 | ||||||||||||
Fidelity Advisor Equity Growth Fund | 8,962,095 | 9,877,223 | ||||||||||||
American Funds Growth Fund of America | 11,452,292 | 10,869,245 | ||||||||||||
T. Rowe Price Retirement Fund 2045 | 1,798 | 1,791 | ||||||||||||
T. Rowe Price Retirement Fund 2035 | 28,027 | 27,972 | ||||||||||||
T. Rowe Price Retirement Fund 2025 | 7,793 | 7,836 | ||||||||||||
T. Rowe Price Retirement Fund 2015 | 1,814 | 1,808 | ||||||||||||
Fidelity Balanced Fund | 3,602,092 | 3,948,028 | ||||||||||||
SEI Stable Asset Fund | 8,370,072 | 8,370,072 | ||||||||||||
T. Rowe Price Small-Cap Stock Fund | 3,665,892 | 3,987,582 | ||||||||||||
Vanguard Mid-Cap Index Fund | 2,474,774 | 2,856,645 | ||||||||||||
Vanguard Total Stock Market Index Fund | 967,271 | 1,112,920 | ||||||||||||
Vanguard 500 Index Fund Admiral | 8,861,209 | 10,768,532 | ||||||||||||
PIMCO Total Return Fund | 4,979,733 | 4,891,263 | ||||||||||||
66,957,894 | 71,121,945 | |||||||||||||
* | FirstMerit Corporation Common Stock | 45,887,264 | 53,519,800 | |||||||||||
* | Participant Loans | Participant Loans Outstanding Bearing Interest of 3.29 — 11.75% | 1,094,307 | 1,094,307 | ||||||||||
$ | 113,939,465 | $ | 125,736,052 | |||||||||||
* | Represents a party-in-interest |
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SALARY SAVINGS RETIREMENT PLAN
Employer No. 34-1339938
Plan No. 002
(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 I: Individual transaction exceeds 5% of value. | ||||||||||||||||||||||
American Funds Growth Fund Issue: 399874833 | 149,754 shares | $ | 6,620,620 | N/A | N/A | $6,620,620 | N/A | |||||||||||||||
Fidelity Blue Chip Growth Fund Issue: 316389303 | 246,484 shares | N/A | $ | 10,953,750 | $ | 10,141,418 | 10,953,750 | $ | 812,332 | |||||||||||||
Templeton Foreign Fund Issue: 880196506 | 482,904 shares | N/A | 6,620,619 | 5,721,986 | 6,620,619 | 898,633 | ||||||||||||||||
Category III: Series of transactions in same security exceeds 5% of value, excluding individual transactions disclosed above. | ||||||||||||||||||||||
FirstMerit Corporation Issue: 337915102 | 312,626 shares common stock 33 transactions | 7,424,748 | N/A | N/A | 7,428,748 | N/A | ||||||||||||||||
FirstMerit Corporation Issue: 337915102 | 305,761 shares common stock 331 transactions | N/A | 7,233,339 | 6,267,187 | 7,233,339 | 966,152 | ||||||||||||||||
American Century Cap. Pres. Fund Issue: 025081803 | 6,648,217 shares 219 transactions | 6,648,217 | N/A | N/A | 6,648,217 | N/A | ||||||||||||||||
American Century Cap. Pres. Fund Issue: 025081803 | 6,824,382 shares 100 transactions | N/A | 6,824,382 | 6,824,382 | 6,824,382 | — | ||||||||||||||||
Dodge & Cox International Stock Fund Issue: 216206103 | 155,860 shares 12 transactions | 6,888,313 | N/A | N/A | 6,888,313 | N/A | ||||||||||||||||
There were no reportable transactions for Categories II or IV during the year. |
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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 30th day of April, 2007.
FirstMerit Corporation | ||||
By: | /s/ TERRENCE E. BICHSEL Terrence E. Bichsel, Executive Vice President and Chief Financial Officer |
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 | 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) | |
4.3 | 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) | |
4.4 | 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) | |
4.5 | 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) | |
4.6 | 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) | |
4.7 | 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) |
Exhibit | ||
Number | ||
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 | 2006 Equity Plan of FirstMerit Corporation (incorporated by reference from Exhibit 10.5 to the Form 10-Q filed by the registrant on August 4, 2006)* | |
10.7 | 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)* | |
10.8 | 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)* | |
10.9 | 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)* | |
10.10 | 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)* | |
10.11 | 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)* | |
10.12 | 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)* | |
10.13 | 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)* | |
10.14 | 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)* | |
10.15 | 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)* | |
10.16 | 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)* | |
10.17 | 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)* | |
10.18 | Unfunded Supplemental Benefit Plan (incorporated by reference from Exhibit 10.19 to the Form 10-K filed by the Registrant on March 6, 2003)* | |
10.19 | 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)* |
Exhibit | ||
Number | ||
10.20 | 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)* | |
10.21 | 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)* | |
10.22 | 2007 Executive Annual Incentive Plan (incorporated by reference from Exhibit 99.2 to the Form 8-K filed by the registrant on February 22, 2007)* | |
10.23 | 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)* | |
10.24 | Transition Agreement of John R. Cochran (incorporated by reference from Exhibit 99.1 to the Form 8-K filed by the registrant on June 21, 2006)* | |
10.25 | 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)* | |
10.26 | 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)* | |
10.27 | 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)* | |
10.28 | 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)* | |
10.29 | 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)* | |
10.30 | 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) | |
10.31 | Credit Agreement between FirstMerit Corporation and CitiBank, N.A. (incorporated by reference from Exhibit 99.1 to the Form 8-K filed by the registrant on December 7, 2006) | |
10.32 | 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) | |
10.33 | Accelerated Share Repurchase Master Confirmation (incorporated by reference from Exhibit 99.1 to the Form 8-K filed by the registrant on January 20, 2006 | |
10.34 | Employment Agreement of Paul G. Greig dated May 15, 2006 (incorporated by reference from Exhibit 99.1 to the Form 8-K filed by the registrant on May 18, 2006)* | |
10.35 | Restricted Stock Award Agreement of Paul G. Greig dated May 15, 2006 (incorporated by reference from Exhibit 10.37 to the Form 10-K filed by the registrant on February 28, 2007)* | |
10.36 | Transition Agreement with George P. Paidas October 25, 2006 (incorporated by reference from Exhibit 99.1 to the Form 8-K filed by the registrant on October 27, 2006)* | |
10.37 | Retirement Agreement with Robert P. Brecht dated January 12, 2007 (incorporated by reference from Exhibit 10.39 to the Form 10-K filed by the registrant on February 28, 2007)* | |
10.38 | Employment Agreement of Terri L. Cable Effective November 1, 2004 (incorporated by reference from Exhibit 10.40 to the Form 10-K filed by the registrant on February 28, 2007)* | |
10.39 | Amendment to Employment Agreement of Terri L. Cable Effective November 1, 2005 (incorporated by reference from Exhibit 10.41 to the Form 10-K filed by the registrant on February 28, 2007)* | |
21 | Subsidiaries of FirstMerit Corporation (incorporated by reference from Exhibit 21 to the Form 10-K filed by the registrant on February 28, 2007) |
Exhibit | ||
Number | ||
23 | Consent of Hausser + Taylor LLC | |
24 | Power of Attorney (incorporated by reference from Exhibit 24 to the Form 10-K filed by the registrant on February 28, 2007) | |
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 Certification of John R. Cochran, Chairman and Chief Executive Officer of FirstMerit Corporation | |
32.2 | Rule 13a-14(b)/Section 906 Certifications of Terrence E. Bichsel, Executive Vice President and Chief Financial Officer of FirstMerit Corporation |
* | Indicates management contract or compensatory plan or arrangement |