UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 27, 2001
FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
(State or other jurisdiction of incorporation)
0-17071 35-1544218
(Commission File Number) (IRS Employer Identification No.)
200 East Jackson Street
P.O. Box 792
Muncie, Indiana 47305
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 747-1500
Item 5. Other Events and Regulation FD Disclosure.
On October 15, 2001, First Merchants Corporation (the "Registrant") and
Lafayette Bancorporation ("Lafayette") jointly announced the signing of a
definitive agreement (the "Agreement") pursuant to which Lafayette will be
merged with and into Registrant (the "Merger"). Registrant filed a Current
Report on Form 8-K (the "Current Report") with the Securities and Exchange
Commission on October 15, 2001, disclosing certain terms of the Merger. A copy
of the Agreement was attached to the Current Report as an exhibit. Subject to
various contingencies, the Merger is expected to be completed in the second
quarter of 2002.
In connection with the Merger, Registrant is filing the following financial
information as exhibits hereto:
(a) Audited consolidated financial statements of Lafayette as of December
31, 2000 and 1999 and for each of the three years in the period ended
December 31, 2000;
(b) Unaudited consolidated financial statements of Lafayette as of
September 30, 2001 and for each of the three month periods and nine
month periods ended September 30, 2001 and 2000; and
(c) Unaudited pro forma combined consolidated financial information for
Registrant and for Lafayette giving effect to the Merger, as of
September 30, 2001, for the nine month period ended September 30,
2001, and for the year ended December 31, 2000.
On November 27, 2001, Registrant announced that it had executed two
agreements pursuant to which it would enter the title insurance business by
acquiring Delaware County Abstract Company, Inc. ("DCA") and Beebe & Smith Title
Insurance Company, Inc. ("B&S") (the "Acquisitions"). A copy of the November 27,
2001 press release announcing the Acquisitions is attached hereto as an exhibit.
Subject to certain contingencies, DCA and B&S are to be merged into Indiana
Title Insurance Company, a wholly-owned subsidiary of the Registrant ("ITIC"),
effective January 1, 2002. As part of the Acquisitions, the shareholders of DCA
and B&S will receive unregistered shares of the Registrant's common stock with a
value of approximately $1.1 million and $1.1 million, respectively, in
consideration for their shares of DCA and B&S. In addition, the shareholders of
DCA and B&S will each receive additional unregistered shares of the Registrant's
common stock with a market value equal to 10% of ITIC's (or any successor
thereto's) income before taxes for the year ending December 31, 2002.
Following completion of the Acquisitions, it is contemplated that ITIC,
MutualFirst Financial, Inc. in Muncie, Indiana ("Mutual") and Americana Bancorp
in New Castle, Indiana ("Americana") will form Indiana Title Insurance Company,
LLC, an Indiana limited liability
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company (the "LLC"), to which ITIC will transfer all of the former assets of DCA
and B&S which were acquired through the Acquisitions. Mutual and Americana will
each contribute cash to LLC in exchange for their ownership interests. The
ownership interests of the LLC held by ITIC, Mutual and Americana and the amount
of the cash contributions by Mutual and Ameriana to the LLC have yet to be
determined.
Item 7. Financial Statements and Exhibits.
(c) Exhibit Description
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23 Consent of Crowe, Chizek and Company LLP
99(a) Audited consolidated financial statements of Lafayette
Bancorporation as of December 31, 2000 and 1999 and for each
of the three years in the period ended December 31, 2000
99(b) Unaudited consolidated financial statements of Lafayette as
of September 30, 2001 and for each of the three month
periods and nine month periods ended September 30, 2001 and
2000
99(c) Unaudited pro forma combined consolidated financial
information for Registrant and for Lafayette giving effect
to the Merger, as of September 30, 2001, for the nine month
period ended September 30, 2001, and for the year ended
December 31, 2000
99(d) Press release dated November 27, 2001
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.
By: /s/ Larry R. Helms
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Larry R. Helms, Senior Vice President
Dated: December 21, 2001
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