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): October 15, 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 47305-2814
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 747-1500
Item 5. Other Events
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"). The Agreement provides that upon
the effective date of the Merger (the "Effective Time"), each shareholder of
Lafayette may elect to receive either 1.11 shares of Registrant's common stock
(valued at $26.01 based on Registrant's October 12, 2001 closing price of $23.43
per share), or $30.00 in cash for each share of Lafayette common stock owned by
such shareholder. However, no more than $50,329,248 aggregate cash may be paid
in the Merger and there may be allocations of stock to certain shareholders if
this threshold is exceeded. Based on the closing price of Registrant stock on
October 12, 2001, the transaction has an aggregate value of approximately $115.8
million (assuming all outstanding stock options of Lafayette are exercised).
Pursuant to General Instruction F to Form 8-K, the Agreement of
Reorganization and Merger between First Merchants Corporation and Lafayette
Bancorporation dated October 14, 2001, is attached hereto as Exhibit 2 and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 2 Agreement of Reorganization and Merger
between First Merchants Corporation and
Lafayette Bancorporation dated October 14,
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: October 15, 2001