Exhibit 99(f)
FORM OF ELECTION
To be completed and received by:
First Merchants Bank, National Association
200 East Jackson Street, Box 792
Muncie, Indiana 47305
Attention: Trust Department - Brian Edwards
No Later Than
5:00 P.M. on ______, 2002
IMPORTANT
An executed and completed Form of Election must be received by the
Trust Department of First Merchants Bank, National Association, at the
address indicated above, by 5:00 P.M., Muncie, Indiana time, on
_______, 2002, in order to make a valid Election.
PLEASE FOLLOW CAREFULLY THE INSTRUCTIONS SET FORTH ON PAGES 2 THROUGH
4.
Questions and requests for assistance or additional copies of this
Form of Election may be directed to Brian Edwards, First Merchants
Bank, National Association, 200 East Jackson Street, Box 792, Muncie,
Indiana 47305, Telephone: (765) 741-7278.
Ex. 99(f)-1
INSTRUCTIONS
1. DELIVERY OF FORMS OF ELECTION.
The method of delivery of this Form of Election to the Trust Department of
First Merchants Bank, National Association is at your option and risk. A
self-addressed, stamped envelope is enclosed for your convenience.
2. DESCRIPTION OF ELECTION.
This Form of Election is being provided to shareholders of Lafayette
Bancorporation ("Lafayette") in accordance with the Agreement of Reorganization
and Merger dated October 14, 2001 (the "Merger Agreement"), between Lafayette
and First Merchants Corporation, Muncie, Indiana ("First Merchants"). A
description of the consideration and election options relating to the merger is
contained in (i) the Joint Proxy Statement-Prospectus dated ______, 2002, which
accompanies this Form of Election, relating to the Lafayette special meeting of
shareholders to be held on ________, 2002, which was sent to all Lafayette
shareholders of record as of ________, 2002, and (ii) the Merger Agreement
attached as Appendix A to the Joint Proxy Statement-Prospectus.
Election. In order to make an election to receive either (i) 1.11 shares of
First Merchants common stock ("Option 1"), subject to possible upward or
downward adjustment as provided in the Merger Agreement, or (ii) $30.00 in cash
("Option 2") for each share of your Lafayette stock, you should complete Section
A by checking the appropriate option. You may elect Option 1 for all of your
Lafayette shares, Option 2 for all of your Lafayette shares, or a combination of
Option 1 for a portion of your Lafayette shares and Option 2 for a portion of
your Lafayette shares. For each option, you must specifically indicate in the
blank provided by each option the number of your shares of Lafayette common
stock for which you wish to elect either Option 1 or Option 2. Failure to
indicate the number of shares for which you wish to elect either Option 1 or
Option 2 will result in an invalid election and will be treated as if the
Lafayette shareholder elected Option 1 for all shares owned. You must also
supply your taxpayer identification number and provide the certification
contained in Section B on page 6. Failure to furnish the taxpayer identification
number and the certification may result in backup withholding on payments due to
you. See Instruction 4.
In the event you elect Option 1 and the application of the conversion ratio
to your Lafayette shares results in fractional shares of First Merchants common
stock, you will receive cash for the fractional interest. No fractional shares
of First Merchants common stock will be issued to Lafayette shareholders. The
price of the fractional interest for which you will receive cash will equal the
average of the mid-point between the bid and ask prices of the common stock of
First Merchants as reported by Bloomberg, L.P. for the thirty (30) NASDAQ
trading days preceding the fifth (5th) calendar day prior to the closing date of
the merger of Lafayette with and into First Merchants pursuant to the Merger
Agreement (the "Merger").
The conversion ratio is subject to possible upward or downward adjustment
as described in the Merger Agreement and the Joint Proxy Statement-Prospectus.
Ex. 99(f)-2
Oversubscriptions. In the event the elections submitted by Lafayette
shareholders under Option 2 would entitle Lafayette's shareholders to receive in
the aggregate less than $50,329,248 in cash (including cash payments for
fractional shares and payments to dissenting shareholders), all valid Option 1
stock elections and Option 2 cash elections of Lafayette shareholders shall be
honored. In the event (i) the elections submitted by Lafayette shareholders
under Option 2 would entitle Lafayette shareholders to receive in the aggregate
more than $50,329,248 in cash or (ii) the merger would not satisfy the
"continuity of interest" rule applicable to tax-free reorganizations under the
Internal Revenue Code of 1986, as amended (Continuity of Interest Rule), due to
the amount of cash that would be issuable in connection with the merger, certain
of the Option 2 cash elections of the Lafayette shareholders shall be converted
into Option 1 stock elections. The Option 2 cash election covering the largest
number of Lafayette shares will be converted into an Option 1 stock election
first, followed by the Option 2 cash election which covers the next largest
number of Lafayette shares being converted into an Option 1 stock election and
continuing this process until the total remaining number of Lafayette shares
covered by Option 2 cash elections is such that the merger will result in cash
payments of no more than $50,329,248 and will satisfy the Continuity of Interest
Rule. As a result of such provisions, certain Lafayette shareholders may receive
less cash and more First Merchants common stock for their shares than they
elected based on the choices made by the other Lafayette shareholders. First
Merchants and Lafayette may, upon mutual agreement, apply such adjustments only
to such extent and to such number of Lafayette shareholders as is necessary to
assure that the Merger will qualify as a tax-free reorganization.
No Election. Shares of Lafayette common stock for which no Form of Election
is timely received or ever received or which are the subject of otherwise
invalid elections will be treated as if the holder elected Option 1 for all
shares owned. First Merchants and Lafayette shall mutually determine the
validity of elections submitted by Lafayette's shareholders.
3. SHARES ACTUALLY OWNED JOINTLY.
Shareholders who actually own their Lafayette common stock jointly with
another person must make a joint election with that person. Sections A and B
and, if applicable, Section C must be completed on behalf of such joint owners.
The joint owners must both sign on page 8, and return this completed Form of
Election.
4. 30.5% BACKUP WITHHOLDING.
Under Federal income tax laws, the Trust Department of First Merchants
Bank, National Association as the Exchange Agent must generally withhold 30.5%
of interest, dividends and certain other payments if the recipient of a cash
payment for shares of Lafayette common stock fails to furnish the Trust
Department of First Merchants Bank, National Association with the correct
taxpayer identification number and fails to certify that they are not subject to
backup withholding. Certain penalties may also apply. For most individual
taxpayers, the taxpayer identification number is their social security number.
Each Lafayette shareholder should provide their taxpayer identification number
(or indicate that they are awaiting their taxpayer identification number to be
issued) and complete the certification in Section B of this Form of
Ex. 99(f)-3
Election and, if such is the case, check the box indicating that they are not
subject to backup withholding.
5. SPECIAL DEPOSIT INSTRUCTIONS.
Shareholders of Lafayette who have accounts at Lafayette Bank and Trust
Company or First Merchants Bank, National Association may elect to have any cash
distributable to them upon surrender of their Lafayette common stock deposited
directly into their account by completing the Special Deposit Instructions in
Section C.
Ex. 99(f)-4
ELECTION AND TAX IDENTIFICATION NUMBER
In connection with the merger of Lafayette with First Merchants, pursuant
to the Merger Agreement included and summarized in the Joint Proxy
Statement-Prospectus, the registered holder of shares of Lafayette common stock,
as indicated below, elects to receive the consideration under the option
indicated in Section A below from First Merchants in exchange for their shares
of Lafayette common stock.
The undersigned understands and agrees that all elections are subject to
the terms, conditions and limitations set forth in the Joint Proxy
Statement-Prospectus, the Merger Agreement and the instructions set forth in
this Form of Election.
SECTION A: ELECTION
The undersigned Lafayette shareholder hereby elects to receive the
following consideration under the Merger Agreement (check only one box
in Section 1 and check the box in Section 2, if applicable):
[ ] Option 1 (First Merchants common stock) for ____ of my shares of
Lafayette common stock.
[ ] Option 2 (cash only) for ____ of my shares of Lafayette common
stock.
Ex. 99(f)-5
SECTION B: TAXPAYER IDENTIFICATION NUMBER SUBSTITUTE FORM W-9
1. Please provide your Taxpayer
Identification Number in the
space at right and certify by
signing and dating below. For ____________________________
most individual taxpayers,
their Taxpayer Identification
Number is their Social
Security Number.
2. Check the box at right if you [ ]
have filed IRS Form SS-4 and
are awaiting your Taxpayer
Identification Number to be
issued to you.
3. Check the box at right if you [ ]
are NOT subject to withholding
under the provisions of
Section 3406(a)(1)(C) of the
Internal Revenue Code because
(a) you are exempt from backup
withholding, or (b) the
Internal Revenue Service has
not notified you that you are
subject to backup withholding
as a result of your failure to
report all interest or
dividends or (c) the Internal
Revenue Service has notified
you that you are no longer
subject to backup withholding.
CERTIFICATION - Under the penalties of perjury, I certify that the information
provided in this Section B is true, correct and complete.
Date: _________________________, 2002
Sign Here:
------------------------------------------
Printed:
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NOTE: FAILURE TO COMPLETE AND RETURN THIS INFORMATION MAY RESULT IN BACKUP
WITHHOLDING OF 30.5% ON CASH PAYMENTS DUE TO YOU. SEE INSTRUCTIONS 2 AND 4.
Ex. 99(f)-6
SECTION C: SPECIAL DEPOSIT INSTRUCTIONS
Complete the following ONLY if any cash you receive as a part of the
consideration for your shares of Lafayette common stock is to be deposited into
your account at Lafayette Bank and Trust Company or First Merchants Bank,
National Association.
DEPOSIT CHECK INTO: (Check one box)
[ ] Lafayette Bank and Trust Company
[ ] First Merchants Bank, National Association
Account Number ____________________________________________ for the credit
of the shareholder(s). Said account is registered in the name of________________
_________________________________________________________________________.
Ex. 99(f)-7
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The undersigned hereby represents and warrants to First Merchants and
Lafayette that the undersigned has full power and authority to submit this Form
of Election. The election(s) made herein shall survive the death or incapacity
of the undersigned. The undersigned understands and agrees that election options
are subject to the terms, conditions, and limitations set forth in the Joint
Proxy Statement-Prospectus, the Merger Agreement and in the instructions set
forth in this Form of Election.
Dated: _______________________, 2002
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Number of Shares Held
[Label Here]
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Signature of Shareholder
- ---------------------------------- -------------------------------
Printed Name Telephone Number
- ----------------------------------
Address
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Signature of Shareholder
- ---------------------------------- -------------------------------
Printed Name Telephone Number
- ----------------------------------
Address
Ex. 99(f)-8