SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1995 Commission file number 0-17071 FIRST MERCHANTS CORPORATION (Exact name of registrant as specified in its charter) Indiana 35-1544218 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 East Jackson Muncie, Indiana 47305-2814 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 747-1500 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.125 stated value per share (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 such filing requirements for 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. [X] The aggregate market value (not necessarily a reliable indication of the price at which more than a limited number of shares would trade) of the voting stock held by non-affiliates of the registrant was $117,223,514 as of March 5, 1996. As of March 5, 1996 there were outstanding 5,057,632 common shares, without par value, of the registrant. DOCUMENTS INCORPORATED BY REFERENCE Part of Form 10-K Documents Into Which Incorporated --------- ----------------------- 1995 Annual Report to Stockholders Part II (Items 5 through 8) Definitive Proxy Statement for Annual Meeting of Shareholders to be held April 4, 1996 Part III (Items 10 through 13) EXHIBIT INDEX: Page 26 Total Pages 157
FORM 10-K TABLE OF CONTENTS - -------------------------------------------------------------------------------- Page Part I Item 1 - Business . . . . . . . . . . . . . . . . . . . . . . . 3 Item 2 - Properties . . . . . . . . . . . . . . . . . . . . . . 18 Item 3 - Legal Proceedings. . . . . . . . . . . . . . . . . . . 18 Item 4 - Submission of Matters to a Vote of Security Holders. . 18 Supplemental Information - Executive Officers of the Registrant. 19 Part II Item 5 - Market For the Registrant's Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . 20 Item 6 - Selected Financial Data. . . . . . . . . . . . . . . . 20 Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . 20 Item 8 - Financial Statements and Supplementary Data. . . . . . 20 Item 9 - Changes In and Disagreements With Accountants on Accounting and Financial Disclosures . . . . . . . . . 20 Part III Item 10 - Directors and Executive Officers of the Registrant. . 21 Item 11 - Executive Compensation . . . . . . . . . . . . . . . 21 Item 12 - Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . 21 Item 13 - Certain Relationships and Related Transactions . . . 21 Part IV Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K. . . . . . . . . . . . . . . . . 22 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . 26 Page 2
PART I ITEM 1. BUSINESS. - -------------------------------------------------------------------------------- GENERAL First Merchants Corporation (the "Corporation") was incorporated under Indiana law on September 20, 1982, as the bank holding company for First Merchants Bank, National Association ("First Merchants"), a national banking association incorporated on February 6, 1893. Prior to December 16, 1991, First Merchants' name was The Merchants National Bank of Muncie. On November 30, 1988, the Corporation acquired Pendleton Banking Company ("Pendleton"), a state chartered commercial bank organized in 1872. On July 31, 1991, the Corporation acquired First United Bank ("First United"), a state chartered commercial bank organized in 1882. As of December 31, 1995, the Corporation had consolidated assets of $707.9 million, consolidated deposits of $588.2 million and stockholders' equity of $80.5 million. The Corporation is headquartered in Muncie, Indiana, and is presently engaged in conducting commercial banking business through the 21 offices of its three banking subsidiaries. As of December 31, 1995, the Corporation and its subsidiaries had 379 full-time equivalent employees. Through its subsidiaries, the Corporation offers a broad range of financial services, including: accepting time and transaction deposits; making consumer, commercial, agri-business and real estate mortgage loans; issuing credit cards; renting safe deposit facilities; providing personal and corporate trust services; and providing other corporate services, letters of credit and repurchase agreements. ACQUISITION POLICY AND PENDING TRANSACTIONS The Corporation anticipates that it will continue its policy of geographic expansion through consideration of acquisitions of additional financial institutions. Management of the Corporation periodically engages in reviewing and analyzing potential acquisitions. The Corporation is a party to a definitive agreement to merge with Union National Bancorp and thereby acquire its wholly-owned subsidiary, The Union County National Bank of Liberty. Union National Bancorp's principal executive offices are located in Liberty, Indiana. The Corporation is also a party to a definitive agreement to merge with Randolph County Bancorp and thereby acquire its wholly-owned subsidiary, The Randolph County Bank. Randolph County Bancorp's principal executive offices are located in Winchester, Indiana. COMPETITION The Corporation's banking subsidiaries are located in Delaware, Madison, and Henry counties, Indiana. In addition to the competition provided by the lending and deposit gathering subsidiaries of national manufacturers, retailers, insurance companies and investment brokers, the banking subsidiaries compete vigorously with other banks, thrift institutions, credit unions and finance companies located within their service areas. SUPERVISION AND REGULATION The Corporation is a bank holding company ("BHC") subject to regulation under the Bank Holding Company Act of 1956, as amended (the "Act"). The Act generally requires a BHC to obtain prior approval of the Federal Reserve Board (the "FRB") to acquire or hold more than a 5% voting interest in any bank. The Act restricts the non-banking activities of BHCs to those which are closely related to banking activities. As a result of the provisions in the Financial Institutional Reform, Recovery and Enforcement Act of 1989, BHCs may now own and operate savings and loan Page 3
- -------------------------------------------------------------------------------- SUPERVISION AND REGULATION (CONTINUED) associations or savings banks which, in the past, was prohibited. First Merchants is a national bank and is supervised, regulated and examined by the Comptroller of the Currency. Pendleton and First United are state banks and are supervised, regulated and examined by the Indiana Department of Financial Institutions (the "DFI"). In addition, First Merchants, as a member of the Federal Reserve System, is supervised and regulated by the Federal Reserve. In addition, Pendleton and First United, which are not members of the Federal Reserve System, are supervised and regulated by the Federal Deposit Insurance Corporation ("FDIC"). The deposits of First Merchants, Pendleton, and First United (the "Banks") are insured by the FDIC. Each regulator has the authority to issue cease-and-desist orders if it determines their activities represent an unsafe and unsound practice or violation of law. Under the Act and under regulations of the FRB, the Corporation and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with the extension of credit and are subject to limitations as to certain intercompany transactions. Subject to certain limitations, an Indiana bank may establish branches de novo and may establish branches by acquisition in any location or locations within Indiana. Indiana law permits intrastate bank holding company acquisitions, subject to certain limitations. Effective July 1, 1992, Indiana bank holding companies were permitted to acquire banks, and banks and bank holding companies in Indiana were permitted to be acquired by bank holding companies, located in any state in the United States which permits reciprocal entry by Indiana bank holding companies. Prior to July 1, 1992, such interestate bank holding company acquisitions were permitted only on a regional, as opposed to national, basis. Neither the Corporation nor its subsidiaries presently contemplate engaging in any non-banking related business activities. During 1991, Congress passed the Federal Deposit Insurance Corporation Improvement Act ("FDICIA"). In addition to addressing the insurance fund's financial needs, FDICIA expanded the power of the federal banking regulators. FDICIA introduced a new system of classifying financial institutions with respect to their capitalization. Effective in 1993, FDICIA also requires certain financial institutions, such as First Merchants, to have annual audits and requires management to issue supplemental reports attesting to an institution's compliance with laws and regulations and to the adequacy of its internal controls and procedures. The Riegle Community Development and Regulatory Improvement Act of 1994 (Act) was signed into law in 1994. The Act contains seven titles pertaining to community development and home ownership protection, small business capital formation, paperwork reduction and regulatory improvement, money laundering and flood insurance. The Act grants the authority to several agencies to promulgate regulations under the Act. No regulations have yet been promulgated. The Corporation cannot predict with certainty the impact of the Act on the banking industry. In September, 1994, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (Interstate Act) was enacted into law. The Interstate Act authorized interstate acquisitions, mergers and bank branching and agency banking with affiliates in different states. The Interstate Act amends the Bank Holding Company Act to allow adequately capitalized and managed bank holding companies to acquire a bank located in another state beginning in September, 1995. The new act permits full interstate branching after June 1, 1997. After that date, BHCs may merge Page 4
- -------------------------------------------------------------------------------- SUPERVISION AND REGULATION (CONTINUED) existing bank subsidiaries into one bank, with banks also permitted to merge unaffiliated banks across state lines. States may permit interstate branching earlier than June 1, 1997, where both states involved with a bank merger expressly permit it by statute. The Interstate Act permits states to enact a law expressly prohibiting interstate mergers. Such laws must apply equally to all out-of-state banks and be passed before June 1, 1997. The monetary policies of regulatory authorities, including the Federal Reserve Board, have a significant effect on the operating results of banks and bank holding companies. The nature of future monetary policies and the effect of such policies on the future business and earnings of the Corporation and its subsidiary banks cannot be predicted. The Corporation is under the jurisdiction of the Securities and Exchange Commission and state securities commission for matters relating to the offering and sale of its securities and is subject to the Securities and Exchange Commission's rules and regulations relating to periodic reporting, reporting to stockholders, proxy solicitation, and insider trading. The Corporation's income is principally derived from dividends paid on the common stock of its subsidiaries. The payment of these dividends are subject to certain regulatory restrictions. CAPITAL REQUIREMENTS The Corporation and its subsidiary banks must meet certain minimum capital requirements mandated by the FRB, the FDIC and DFI. These regulatory agencies require BHCs and banks to maintain certain minimum ratios of primary capital to total assets and total capital to total assets. As of January 1, 1991, the FRB required bank holding companies to maintain a minimum Tier 1 leverage ratio to 3 per cent capital to total assets; however, for all but the most highly rated institutions which do not anticipate significant growth, the minimum Tier 1 ratio is 3 per cent plus an additional cushion of 100 to 200 basis points. As of December 31, 1995, the Corporation's leverage ratio of capital to total assets was 11.13 per cent. The FRB and FDIC each have approved the imposition of "risk-adjusted" capital ratios on BHCs and financial institutions. The Corporation and its subsidiaries had capital to assets ratios and risk-adjusted capital ratios at December 31, 1995, in excess of the applicable regulatory minimum requirements. The following table summarizes the Corporation's risk-adjusted capital ratios under FRB guidelines at December 31, 1995: <TABLE> <CAPTION> Corporation's Regulatory Consolidated Minimum Ratio Requirement ----- ----------- <S> <C> <C> Tier 1 Capital to Risk-Weighted Assets Ratio . . . . . . . . . . . . . . . . 16.99% 4.00% Total Capital to Risk-Weighted Assets Ratio . . . . . . . . . . . . . . . . 18.07% 8.00% </TABLE> Page 5
- -------------------------------------------------------------------------------- STATISTICAL DATA The following tables set forth statistical data relating the Corporation and its subsidiaries. DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL The daily average balance sheet amounts, the related interest income or expense, and average rates earned or paid are presented in the following table. <TABLE> <CAPTION> 1995 1994 1993 --------------------------- ------------------------- -------------------------- Interest Interest Interest Average Income/ Average Average Income/ Average Average Income/ Average Balance Expense Rate Balance Expense Rate Balance Expense Rate ------- ------- ---- ------- ------- ---- ------- ------- ---- (Dollars in Thousands on Fully Taxable Equivalent Basis) <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> Assets: Federal funds sold . . . . . . . . . . . . . $ 16,426 $ 907 5.5% $ 4,808 $ 217 4.5% $ 15,653 $ 454 2.9% Interest-bearing time deposits . . . . . . . 87 4 4.6 35 2 5.7 648 35 5.4 Federal Reserve and Federal Home Loan Bank stock . . . . . . . 1,888 149 7.9 1,879 103 5.5 522 29 5.6 Securities: Taxable . . . . . . . . . . . . . . . . . . 146,140 8,624 5.9 149,063 8,552 5.7 163,006 10,265 6.3 Tax-exempt . . . . . . . . . . . . . . . . . 51,303 3,807 7.4 52,678 3,690 7.0 50,152 3,631 7.2 ------- --------- -------- -------- ------- ------- Total Securities . . . . . . . . . . . . . 197,443 12,431 6.3 201,741 12,242 6.1 213,158 13,896 6.5 Mortgage loans held for sale . . . . . . . . 281 22 7.8 Loans:* Commercial . . . . . . . . . . . . . . . . . 169,608 16,339 9.6 156,465 12,861 8.2 148,657 10,919 7.3 Bankers' acceptance and commercial paper purchased . . . . . . . . . . . . . . . . 2,590 149 5.8 454 22 4.8 112 4 3.6 Real estate mortgage. . . . . . . . . . . . . 150,933 13,062 8.7 143,568 11,711 8.2 132,932 11,364 8.5 Installment . . . . . . . . . . . . . . . . . 89,692 8,179 9.1 86,824 7,128 8.2 73,226 6,418 8.8 Tax-exempt loans. . . . . . . . . . . . . . . 836 86 10.3 1,328 127 9.6 2,101 185 8.8 ------- --------- -------- -------- ------- ------- Total loans . . . . . . . . . . . . . . . 413,659 37,815 9.1 388,639 31,849 8.2 357,028 28,890 8.1 ------- --------- -------- -------- ------- ------- Total earning assets. . . . . . . . . . . 629,784 51,328 8.2 597,102 44,413 7.4 587,009 43,304 7.4 --------- -------- ------- Net unrealized loss on securities available for sale . . . . . . . . . . . . ( 1,462) (1,387) Allowance for loan losses . . . . . . . . . . ( 5,074) (4,936) (4,584) Cash and due from banks . . . . . . . . . . . 22,049 23,316 23,373 Premises and equipment . . . . . . . . . . . 9,957 9,318 8,634 Other assets . . . . . . . . . . . . . . . . 10,093 11,455 11,966 -------- -------- -------- Total assets . . . . . . . . . . . . . . $665,347 $634,868 $626,398 -------- -------- -------- -------- -------- -------- Liabilities: Interest-bearing deposits: NOW accounts . . . . . . . . . . . . . . . $ 85,532 1,931 2.3 $ 85,973 1,786 2.1 $ 79,106 1,811 2.3 Money market deposit accounts. . . . . . . 94,710 3,675 3.9 105,083 3,101 3.0 111,136 3,112 2.8 Savings deposits . . . . . . . . . . . . . 53,202 1,434 2.7 55,755 1,429 2.6 51,697 1,414 2.7 Certificates and other time deposits . . . 230,659 12,525 5.4 195,475 7,978 4.1 206,833 9,094 4.4 -------- ------- -------- ------- -------- ------ Total interest-bearing deposits . . . . . 464,103 19,565 4.2 442,286 14,294 3.2 448,772 15,431 3.4 Short-term borrowings . . . . . . . . . . . 44,799 2,490 5.6 45,639 1,837 4.0 35,317 1,067 3.0 Federal Home Loan Bank advance . . . . . . . 515 28 5.4 -------- ------- -------- ------- -------- ------ Total interest-bearing liabilities. . . . 509,417 22,083 4.3 487,925 16,131 3.3 484,089 16,498 3.4 Noninterest-bearing deposits . . . . . . . . 74,436 71,743 69,054 Other liabilities . . . . . . . . . . . . . 5,493 5,096 6,368 -------- -------- -------- Total liabilities . . . . . . . . . . . . 589,346 564,764 559,511 Stockholders' equity . . . . . . . . . . . . 76,001 70,104 66,887 -------- -------- -------- Total liabilities and stockholders' equity $665,347 22,083 3.5**$634,868 16,131 2.7** $626,398 16,498 2.8** -------- ------ -------- ------- -------- ------ -------- -------- -------- Net interest income . . . . . . . . . . . $ 29,245 4.6 $ 28,282 4.7 $26,806 4.6 -------- -------- ------- -------- -------- ------- *Nonaccruing loans have been included in the average balances. **Total interest expense divided by total earning assets Adjustment to convert tax exempt investment securities to fully taxable equivalent basis, using marginal rate of 35% for 1995 and 34% for 1994 and 1993 .................. $ 1,364 $ 1,299 $ 1,298 -------- -------- ------- -------- -------- ------- </TABLE> Page 6
- -------------------------------------------------------------------------------- STATISTICAL DATA (Continued) ANALYSIS OF CHANGES IN NET INTEREST INCOME The following table presents net interest income components on a tax-equivalent basis and reflects changes between periods attributable to movement in either the average balance or average interest rate for both earning assets and interest-bearing liabilities. The volume differences were computed as the difference in volume between the current and prior year times the interest rate of the prior year, while the interest rate changes were computed as the difference in rate between the current and prior year times the volume of the prior year. Volume/rate variances have been allocated on the basis of the absolute relationship between volume variances and rate variances. <TABLE> <CAPTION> 1995 Compared to 1994 1994 Compared to 1993 Increase (Decrease) Due To Increase (Decrease) Due To --------------------------------- -------------------------- Volume Rate Total Volume Rate Total ------ ---- ----- ------ ---- ----- (Dollars in Thousands on Fully Taxable Equivalent Basis) <S> <C> <C> <C> <C> <C> <C> Interest income: Federal funds sold . . . . . . . $ 632 $ 58 $ 690 $ (411) $ 174 $ (237) Interest-bearing time deposits. . . . . . . . . . . . 2 2 (35) 2 (33) Federal Reserve and Federal Home Loan Bank stock. . . . . . 46 46 75 (1) (74) Securities . . . . . . . . . . . (243) 432 189 (769) (885) (1,654) Mortgage loans held for sale . . 22 22 Loans. . . . . . . . . . . . . . 2,206 3,760 5,966 2,597 362 2,959 ------- ------- ------- ------- ------- ------- Totals. . . . . . . . . . . . . 2,619 4,296 6,915 1,457 (348) 1,109 ------- ------- ------- ------- ------- ------- Interest expense: NOW accounts . . . . . . . . . . ( 10) 155 145 145 (170) (25) Money market deposit accounts. . . . . . . . . . . . ( 326) 900 574 (197) 186 (11) Savings deposits . . . . . . . . ( 58) 63 5 81 (66) 15 Certificates and other time deposits . . . . . . . . . 1,647 2,900 4,547 (498) (618) (1,116) Short-term borrowings. . . . . . ( 36) 689 653 360 410 770 Federal Home Loan Bank advance . 28 28 ------- ------- ------- ------- ------- ------- Totals. . . . . . . . . . . . . 1,245 4,707 5,952 (109) (258) (367) ------- ------- ------- ------- ------- ------- Change in net interest income (fully taxable equivalent basis). . . . . . . . $1,374 $ (411) 963 $1,566 $ (90) 1,476 ------- ------- ------- ------- ------- ------- ------- ------- Tax equivalent adjustment using marginal rate of 35% for 1995 and 34% for 1994 and 1993. . . . . . . . . . ( 65) (1) ------- ------- Change in net interest income . . . . . . . . . . . . . $ 898 $1,475 ------- ------- ------- ------- </TABLE> Page 7
STATISTICAL DATA (Continued) INVESTMENT SECURITIES The amortized cost, gross unrealized gains, gross unrealized losses and approximate market value of the investment securities at the dates indicated were: <TABLE> <CAPTION> Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value ----------- ------------ ------------ ---------- (Dollars in Thousands) <S> <C> <C> <C> <C> Available for sale at December 31, 1995: U.S. Treasury. . . . . . . . . . . . $ 4,531 $ 26 $ 3 $ 4,554 Federal agencies . . . . . . . . . . 67,518 1,299 72 68,745 State and municipal. . . . . . . . . 18,769 398 37 19,130 Mortgage and other asset-backed securities. . . . . . . 24,023 210 121 24,112 Corporate obligations. . . . . . . . 26,120 264 55 26,329 Marketable equity securities . . . . 250 250 ----------- ------------ ------------ ---------- Total available for sale . . . . . . 141,211 2,197 288 143,120 Held to maturity at December 31, 1995: U.S. Treasury. . . . . . . . . . . . 3,103 8 2 3,109 Federal agencies . . . . . . . . . . 11,645 69 21 11,693 State and municipal. . . . . . . . . 40,013 483 57 40,439 Mortgage and other asset-backed securities. . . . . . . 2,953 8 1 2,961 Corporate obligations. . . . . . . . 500 499 ----------- ------------ ------------ ---------- Total held to maturity . . . . . . . 58,214 568 81 58,701 ----------- ------------ ------------ ---------- Total investment securities. . . . . $ 199,425 $ 2,765 $ 369 $ 201,821 ----------- ------------ ------------ ---------- ----------- ------------ ------------ ---------- Available for sale at December 31, 1994: U.S. Treasury. . . . . . . . . . . . $ 11,817 $ 550 $ 11,267 Federal agencies . . . . . . . . . . 35,565 1,271 34,294 State and municipal. . . . . . . . . 9,762 $ 31 385 9,408 Mortgage and other asset-backed securities. . . . . . . 22,171 29 836 21,364 Corporate obligations. . . . . . . . 24,221 4 1,195 23,030 ----------- ------------ ------------ ---------- Total available for sale . . . . . 103,536 64 4,237 99,363 Held to maturity at December 31, 1994: U.S. Treasury. . . . . . . . . . . . 12,630 21 222 12,429 Federal agencies . . . . . . . . . . 24,529 29 469 24,089 State and municipal. . . . . . . . . 38,117 211 680 37,648 Mortgage and other asset-backed securities. . . . . . . 370 370 Corporate obligations. . . . . . . . 2,031 45 1,986 ----------- ------------ ------------ ---------- Total held to maturity . . . . . . . 77,677 261 1,416 76,522 ----------- ------------ ------------ ---------- Total investment securities. . . . . $ 181,213 $ 325 $ 5,653 $ 175,885 ----------- ------------ ------------ ---------- ----------- ------------ ------------ ---------- </TABLE> Page 8
- ------------------------------------------------------------------------------- STATISTICAL DATA (Continued) <TABLE> <CAPTION> Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------- ----------- ---------- --------- <S> <C> <C> <C> <C> Held to maturity at December 31, 1993: U.S. Treasury. . . . . . . . . . . . $ 45,397 $ 654 $ 1 $ 46,050 Federal agencies . . . . . . . . . . 53,452 691 62 54,081 State and municipal. . . . . . . . . 44,866 1,211 55 46,022 Mortgage and other asset-backed securities. . . . . . 23,690 219 93 23,816 Corporate obligations. . . . . . . . 36,958 582 87 37,453 --------- -------- --------- --------- Total investment securities. . . $ 204,363 $ 3,357 $ 298 $ 207,422 --------- -------- --------- --------- --------- -------- --------- --------- </TABLE> <TABLE> Cost ---------------------------------------- 1995 1994 1993 ----------- ---------- ------------ <S> <C> <C> <C> Federal Reserve and Federal Home Loan Bank stock at December 31: Federal Reserve Bank stock . . . . . $ 307 $ 307 $ 307 Federal Home Loan Bank stock . . . . 1,585 1,572 1,572 --------- --------- --------- Total. . . . . . . . . . . . . . $ 1,892 $ 1,879 $ 1,879 --------- --------- --------- --------- --------- --------- </TABLE> The Fair Value of Federal Reserve and Federal Home Loan Bank stock approximates cost. The maturity distribution (dollars in thousands) and average yields for the securities portfolio at December 31, 1995 were: Securities available for sale December 31, 1995: <TABLE> <CAPTION> Within 1 Year 1-5 Years 5 - 10 Years --------------------- --------------------- ------------------ Amount Yield* Amount Yield* Amount Yield* --------- ------- --------- -------- -------- ------ <S> <C> <C> <C> <C> <C> <C> U.S. Treasury. . . . . . . . . . $ 1,519 5.37% $ 3,035 5.69% Federal Agencies . . . . . . . . 17,194 6.26 50,452 6.37 $ 1,099 8.12% State and Municipal. . . . . . . 11,891 7.29 7,239 7.76 Corporate Obligations. . . . . . 5,923 5.12 18,826 5.89 1,580 6.93 Marketable Equity Security . . . 250 Mortgage and other asset-backed . . . . . . . . . -------- -------- ------- Total . . . . . . . . . . . . $ 24,886 5.87 $ 84,204 6.37 $ 9,918 7.67 -------- -------- ------- -------- -------- ------- Mortgage and other Due After Ten Years asset-backed Total ------------------- ------------ ----- Amount Yield* Amount Yield* Amount Yield* ------ ----- ------ ----- ------ ------ U.S. Treasury. . . . . . . . . . $ 4,554 5.59% Federal Agencies . . . . . . . . 68,745 6.37 State and Municipal. . . . . . . 19,130 7.46 Corporate Obligations. . . . . . 26,329 5.78 Marketable Equity Security . . . 250 Mortgage and other asset-backed. . . . . . . . . . $ 24,112 6.12% 24,112 6.12 -------- -------- -------- -------- Total . . . . . . . . . . . . $ 24,112 6.12 $143,120 6.34 -------- -------- -------- -------- </TABLE> Page 9
- ------------------------------------------------------------------------------- STATISTICAL DATA (Continued) Securities held to maturity at December 31, 1995: <TABLE> <CAPTION> Within 1 Year 1-5 Years 5 - 10 Years --------------------- --------------------- ------------------ Amount Yield* Amount Yield* Amount Yield* --------- ------- --------- -------- -------- ------ <S> <C> <C> <C> <C> <C> <C> U.S. Treasury. . . . . . . $ 3,103 5.87% Federal Agencies . . . . . 6,898 6.13 $ 4,747 6.00% State and Municipal. . . . 8,692 7.44 27,835 7.02 $ 2,866 8.27% Corporate Obligations. . . 500 4.45 Mortgage and other asset-backed . . . . . . ------- ------- Total . . . . . . . . . $19,193 6.64 $32,582 6.87 $ 2,866 8.27 ------- ------- ------- ------- ------- ------- <CAPTION> Mortgage and other Due After Ten Years asset-backed Total ------------------- ------------ ------------------ Amount Yield* Amount Yield* Amount Yield* ------ ----- ------ ----- -------- ------ <S> <C> <C> <C> <C> <C> <C> U.S. Treasury. . . . . . . $ 3,103 5.87% Federal Agencies . . . . . 11,645 6.08 State and Municipal. . . . $ 620 8.95% 40,013 7.23 Corporate Obligations. . . 500 4.45 Mortgage and other asset-backed . . . . . . $ 2,953 6.85% 2,953 6.85 ------- ------- ------- ------- ------- ------- Total . . . . . . . . $ 620 8.95 $ 2,953 6.85 $58,214 6.88 ------- ------- ------- ------- ------- ------- </TABLE> *Interest yields on state and municipal securities are presented on a fully taxable equivalent basis using a 35% rate. Federal Reserve and Federal Home Loan Bank stock at December 31, 1995: <TABLE> <CAPTION> Amount Yield ------ ----- <S> <C> <C> Federal Reserve Bank stock. . . . . . . $ 307 6.00% Federal Home Loan Bank stock. . . . . . 1,585 8.00 ------- Total . . . . . . . . . . . . . . . . $ 1,892 7.68 ------- ------- </TABLE> Page 10
STATISTICAL DATA (Continued) LOAN PORTFOLIO Types of Loans - -------------- The loan portfolio at the dates indicated is presented below: <TABLE> <CAPTION> 1995 1994 1993 1992 1991 ------ ------ ------ ------ ------ (Dollars in Thousands) <S> <C> <C> <C> <C> <C> Loans at December 31: Commercial and industrial loans.. . . . . . . . $ 85,690 $ 78,943 $ 76,760 $ 70,959 $ 76,245 Bankers acceptances and loans to financial institutions. . . . 2,925 3,000 9,496 2,092 Agricultural production financing and other loans to farmers.. . . . . . . . . . . 5,796 5,310 5,591 6,240 6,887 Real estate loans: Construction.. . . . . . . . . . 9,913 8,126 8,127 2,619 3,191 Commercial and farmland. . . . . 66,749 64,110 58,235 52,402 51,323 Residential. . . . . . . . . . . 166,414 164,760 150,572 140,526 120,281 Individuals' loans for household and other personal expenditures. . . . . . 79,993 78,041 70,347 60,625 58,000 Tax-exempt loans . . . . . . . . . 863 1,204 1,474 2,402 2,309 Other loans. . . . . . . . . . . . 651 1,111 2,766 5,039 3,054 -------- -------- -------- -------- -------- Total loans . . . . . . . . . . $418,994 $401,605 $376,872 $350,308 $323,382 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- </TABLE> At December 31, 1995, the Corporation had Residential Real Estate Loans Held for Sale of $735,522. MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES Presented in the table below are the maturities of loans (excluding commercial real estate, farmland, residential real estate and individuals' loans) outstanding as of December 31, 1995. Also presented are the amounts due after one year classified according to the sensitivity to changes in interest rates. <TABLE> <CAPTION> Maturing -------------------------------------------- Within 1-5 Over 5 1 Year Years Years Total -------- ------- -------- ------- (Dollars in Thousands) <S> <C> <C> <C> <C> Commercial and industrial loans . . . $ 45,440 $ 18,497 $ 21,753 $ 85,690 Agricultural production financing and other loans to farmers. . . . . 4,342 835 619 5,796 Real estate - Construction. . . . . . 8,075 13 1,825 9,913 Tax-exempt loans. . . . . . . . . . . 122 329 412 863 Other loans . . . . . . . . . . . . . 651 651 -------- -------- -------- -------- Total $ 58,630 $ 19,674 $ 24,609 $102,913 -------- -------- -------- -------- -------- -------- -------- -------- </TABLE> Page 11
STATISTICAL DATA (Continued) <TABLE> <CAPTION> Maturing ---------------------- 1 - 5 Over Years 5 Years ------- --------- (Dollars in Thousands) <S> <C> <C> Loans maturing after one year with: Fixed rates. . . . . . . $ 5,625 $ 10,190 Variable rate. . . . . . 14,049 14,419 -------- -------- Total. . . . . . . . . $ 19,674 $ 24,609 -------- -------- -------- -------- </TABLE> <TABLE> <CAPTION> RISK ELEMENTS December 31 --------------------------------------------------- 1995 1994 1993 1992 1991 -------- -------- -------- -------- -------- (Dollars in Thousands) <S> <C> <C> <C> <C> <C> Nonaccruing loans . . . . . . . . . . $ 133 $ 326 $ 527 $ 493 $1,434 Loans contractually past due 90 days or more other than nonaccruing. . . . . . . . . . . . . 863 703 616 949 1,356 Restructured loans. . . . . . . . . . 625 754 879 548 828 </TABLE> Nonaccruing loans are loans which are reclassified to a nonaccruing status when in management's judgment the collateral value and financial condition of the borrower do not justify accruing interest. Interest previously recorded but not deemed collectible is reversed and charged against current income. Interest income on these loans is then recognized when collected. Restructured loans are loans for which the contractual interest rate has been reduced or other concessions are granted to the borrower because of a deterioration in the financial condition of the borrower resulting in the inability of the borrower to meet the original contractual terms of the loans. Interest income of $55,601 for the year ended December 31, 1995, was recognized on the nonaccruing and restructured loans listed in the table above, whereas interest income of $59,168 would have been recognized under their original loan terms. Potential problem loans: Management has identified certain other loans totaling $3,122,000 as of December 31, 1995, not included in the risk elements table, which are current as to principal and interest, about which there are doubts as to the to the borrowers' ability to comply with present repayment terms. Page 12
STATISTICAL DATA (Continued) SUMMARY OF LOAN LOSS EXPERIENCE The following table summarizes the loan loss experience for the years indicated. <TABLE> <CAPTION> 1995 1994 1993 1992 1991 -------- -------- -------- -------- ------- (Dollars in Thousands) <S> <C> <C> <C> <C> <C> Allowance for loan losses: Balance at January 1 . . . . . . $ 4,998 $ 4,800 $ 4,351 $ 3,867 $ 3,254 Addition resulting from acquisition. . . . . . . . . . 252 Chargeoffs: Commercial . . . . . . . . . . 586 526 391 588 806 Real estate mortgage . . . . . 41 129 100 41 Installment. . . . . . . . . . 296 346 388 552 511 ------- ------ ------ ------- ------- Total chargeoffs. . . . . . . 882 913 908 1,240 1,358 ------- ------ ------ ------- ------- Recoveries: Commercial . . . . . . . . . . 89 216 240 215 227 Real estate mortgage . . . . . 4 30 5 38 7 Installment. . . . . . . . . . 108 83 98 114 84 ------- ------ ------ ------- ------- Total recoveries. . . . . . . 201 329 343 367 318 ------- ------ ------ ------- ------- Net chargeoffs . . . . . . . . . 681 584 565 873 1,040 ------- ------ ------ ------- ------- Provisions for loan losses . . . 640 782 1,014 1,357 1,401 ------- ------ ------ ------- ------- Balance at December 31 . . . . . $ 4,957 $ 4,998 $ 4,800 $ 4,351 $ 3,867 ------- ------ ------ ------- ------- ------- ------ ------ ------- ------- Ratio of net chargeoffs during the period to average loans outstanding during the period. . .16% .15% .16% .26% .35% Peer Group . . . . . . . . . . . . N/A .25% .49% .65% .95% </TABLE> Page 13
STATISTICAL DATA (Continued) ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES AT DECEMBER 31: Presented below is an analysis of the composition of the allowance for loan losses and per cent of loans in each category to total loans: <TABLE> <CAPTION> 1995 1994 --------------------- --------------------- Amount Per Cent Amount Per Cent --------- ---------- -------- ----------- (Dollars in Thousands) <S> <C> <C> <C> <C> Balance at December 31: Commercial, financial and agricultural. . . . . . . . . $ 2,212 22.7% $ 2,261 21.3% Real estate - construction. . . 2.4 2.0 Real estate - mortgage. . . . . 587 55.6 560 57.0 Installment . . . . . . . . . . 1,200 19.1 1,263 19.4 Tax-exempt loans. . . . . . . . .2 .3 Unallocated . . . . . . . . . . 958 N/A 914 N/A ------- ------ ------- ----- Totals. . . . . . . . . . . . . $ 4,957 100.0% $ 4,998 100.0% ------- ------ ------- ----- ------- ------ ------- ----- </TABLE> <TABLE> <CAPTION> 1993 1992 --------------------- --------------------- Amount Per Cent Amount Per Cent --------- ---------- -------- ----------- (Dollars in Thousands) <S> <C> <C> <C> <C> Balance at December 31: Commercial, financial and agricultural. . . . . . . . $ 2,187 23.4% $ 2,193 26.2% Real estate - construction. . 2.2 .7 Real estate - mortgage. . . . 384 55.4 435 55.1 Installment . . . . . . . . . 1,266 18.6 1,473 17.3 Tax-exempt loans. . . . . . . .4 .7 Unallocated . . . . . . . . . 963 N/A 250 N/A ------- ------ ------- ----- Totals $ 4,800 100.0% $ 4,351 100.0% ------- ----- ------- ----- ------- ----- ------- ----- </TABLE> <TABLE> <CAPTION> 1991 ------------------------ Amount Per Cent -------- ----------- (Dollars in Thousands) <S> <C> <C> Balance at December 31: Commercial, financial and agricultural. . . . . . . . $ 2,127 27.3% Real estate - construction. . 1.0 Real estate - mortgage. . . . 193 53.1 Installment . . . . . . . . . 1,547 17.9 Tax-exempt loans. . . . . . . 0.7 Unallocated . . . . . . . . . N/A ------- ----- Totals $ 3,867 100.0% ------- ----- ------- ----- </TABLE> Page 14
STATISTICAL DATA (Continued) LOAN LOSS CHARGEOFF PROCEDURES The Banks have weekly meetings at which loan delinquencies, maturities and problems are reviewed. The Board of Directors receive and review reports on loans monthly. The Executive Committee of First Merchants' Board meets bimonthly to approve or disapprove all new loans in excess of $1,000,000 and the Board reviews all commercial loans in excess of $50,000 which were made or renewed during the preceding month. Pendleton's and First United's loan committees, consisting of all loan officers and the president, meet as required to approve or disapprove any loan which is in excess of an individual loan officer's lending limit. All chargeoffs are approved by the senior loan officer and are reported to the Banks' Boards. The Banks charge off loans when a determination is made that all or a portion of a loan is uncollectible or as a result of examinations by regulators and the independent auditors. PROVISION FOR LOAN LOSSES In banking, loan losses are one of the costs of doing business. Although the Banks' management emphasize the early detection and chargeoff of loan losses, it is inevitable that at any time certain losses exist in the portfolio which have not been specifically identified. Accordingly, the provision for loan losses is charged to earnings on an anticipatory basis, and recognized loan losses are deducted from the allowance so established. Over time, all net loan losses must be charged to earnings. During the year, an estimate of the loss experience for the year serves as a starting point in determining the appropriate level for the provision. However, the amount actually provided in any period may be greater or less than net loan losses, based on management's judgment as to the appropriate level of the allowance for loan losses. The determination of the provision in any period is based on management's continuing review and evaluation of the loan portfolio, and its judgment as to the impact of current economic conditions on the portfolio. The evaluation by management includes consideration of past loan loss experience, changes in the composition of the loan portfolio, and the current condition and amount of loans outstanding. Impaired loans are measured by the present value of expected future cash flows, or the fair value of the collateral of the loans, if collateral dependent. Impaired loans totaled $3,122,000 at December 31, 1995. An allowance for losses at December 31, 1995, was not deemed necessary for impaired loans totaling $1,900,000, but an allowance of $559,000 was recorded for the remaining balance of impaired loans of $1,222,000. The average balance of impaired loans for 1995 was $1,682,000. Page 15
STATISTICAL DATA (Continued) DEPOSITS The following table shows the average amount of deposits and average rate of interest paid thereon for the years indicated. <TABLE> <CAPTION> 1995 1994 1993 ------------------- ------------------- -------------------- Amount Rate Amount Rate Amount Rate -------- -------- --------- ------- ---------- -------- (Dollars in Thousands) <S> <C> <C> <C> <C> <C> Balance at December 31: Noninterest bearing deposits. . . . $ 74,436 $ 71,743 $ 69,054 NOW accounts. . . . . . . . . . . . 85,532 2.3% 85,973 2.1% 79,106 2.3% Money market deposit accounts . . . 94,710 3.9 105,083 3.0 111,136 2.8 Savings deposits. . . . . . . . . . 53,202 2.7 55,755 2.6 51,697 2.7 Certificates of deposit and other time deposits. . . . . . . . 230,659 5.4 195,475 4.1 206,833 4.4 -------- -------- -------- Total deposits . . . . . . . . . $538,539 3.6 $514,029 2.8 $517,826 3.0 -------- -------- -------- -------- -------- -------- </TABLE> As of December 31, 1995, certificates of deposit and other time deposits of $100,000 or more mature as follows: <TABLE> <CAPTION> Maturing ------------------------------------------------------------- 3 Months 3-6 6-12 Over or less Months Months 12 Months Total ---------- --------- ---------- ------------ --------- (Dollars in Thousands) <S> <C> <C> <C> <C> <C> Certificates of deposit and other time deposits. . . . . $18,517 $ 9,969 $ 5,513 $15,217 $49,216 Per cent . . . . . . . . . . . 38% 20% 11% 31% </TABLE> <TABLE> <CAPTION> RETURN ON EQUITY AND ASSETS 1995 1994 1993 --------- --------- -------- <S> <C> <C> <C> Return on assets (net income divided by average total assets) . . . . . . . . . . . 1.48% 1.44% 1.39% Return on equity (net income divided by average equity). . . . . . . . . . . . . . 2.97 13.06 13.01 Dividend payout ratio (dividends per share divided by net income per share) . . 39.49 39.44 37.06 Equity to assets ratio (average equity divided by average total assets) . . . . . 11.42 11.04 10.68 </TABLE> Page 16
STATISTICAL DATA (Continued) SHORT-TERM BORROWINGS <TABLE> <CAPTION> 1995 1994 1993 --------- --------- ------- (Dollars in Thousands) <S> <C> <C> <C> Balance at December 31: Federal funds purchased. . . . . . . . . $ 100 $ 12,198 $ 5,300 Securities sold under repurchase agreements . . . . . . . . . . . . . . 27,293 17,776 26,363 U.S. Treasury demand notes . . . . . . . 6,582 9,215 15,227 --------- --------- -------- Total short-term borrowings. . . . . $ 33,975 $ 39,189 $ 46,890 --------- --------- -------- --------- --------- -------- </TABLE> Securities sold under repurchase agreements are borrowings maturing within one year and are secured by U. S. Treasury and Federal agency obligations. Pertinent information with respect to short-term borrowings is summarized below: <TABLE> <CAPTION> 1995 1994 1993 --------- --------- -------- (Dollars in Thousands) <S> <C> <C> <C> Weighted average interest rate on outstanding balance at December 31: Securities sold under repurchase agreements . . . . . . . . . . . . . . . 5.29% 4.86% 2.86% Total short-term borrowings . . . . . . . . . 5.27 5.42 2.88 Weighted average interest rate during the year: Securities sold under repurchase agreements . . . . . . . . . . . . . . . 5.57 3.91 2.94 Total short-term borrowings . . . . . . . . . 5.56 4.03 3.02 Highest amount outstanding at any month end during the year: Securities sold under repurchase agreements . . . . . . . . . . . . . . . $ 54,670 $ 29,115 $ 33,949 Total short-term borrowings . . . . . . . . . 64,443 68,609 51,130 Average amount outstanding during the year: Securities sold under repurchase agreements . . . . . . . . . . . . . . . 33,632 23,389 22,882 Total short-term borrowings . . . . . . . . . 44,799 45,639 35,317 </TABLE> Page 17
ITEM 2. PROPERTIES. The headquarters of the Corporation and First Merchants are located in a five- story building at 200 East Jackson Street, Muncie, Indiana. This building and eight branch buildings are owned by First Merchants; five remaining branches of First Merchants are located in leased premises. Ten automated cash dispensers are located in leased premises; one cash dispenser is located in premises that are provided free of charge. All of the Corporation's and First Merchants' facilities are located in Delaware and Madison Counties of Indiana. The principal offices of Pendleton are located at 100 West State Street, Pendleton, Indiana. Pendleton also operates three branches. All of Pendleton's properties are owned by Pendleton and are located in Madison County, Indiana. One automated dispenser is located in leased premises. The principal offices of First United are located at 790 West Mill Street, Middletown, Indiana. First United also operates two branches. All of First United's properties are owned by First United and are located in Henry County, Indiana. None of the properties owned by the banks are subject to any major encumbrances. The net investment of the Corporation and subsidiaries in real estate and equipment at December 31, 1995 was $10,475,935. ITEM 3. LEGAL PROCEEDINGS. There is no pending legal proceeding, other than ordinary routine litigation incidental to the business of the Corporation or its subsidiaries, of a material nature to which the Corporation or its subsidiaries is a party or of which any of their properties are subject. Further, there is no material legal proceeding in which any director, officer, principal shareholder, or affiliate of the Corporation, or any associate of any such director, officer or principal shareholder, is a party, or has a material interest, adverse to the Corporation. None of the routine legal proceedings, individually or in the aggregate, in which the Corporation or its affiliates are involved are expected to have a material adverse impact on the financial position or the results of operations of the Corporation. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted during the fourth quarter of 1995 to a vote of security holders, through the solicitation of proxies or otherwise. Page 18
SUPPLEMENTAL INFORMATION - EXECUTIVE OFFICERS OF THE REGISTRANT. The names, ages, and positions with the Corporation and subsidiary banks of all executive officers of the Corporation are listed below. <TABLE> <CAPTION> Name and Age Offices with the Corporation Principal Occupation And Subsidiary Banks During Past Five Years - -------------------- -------------------------------- -------------------------- <S> <C> <C> Stefan S. Anderson Chairman of the Board and Chairman of the Board of 61 President, Corporation and the Corporation and First First Merchants Merchants since 1987; President of First Merchants since 1979 and of the Corporation since 1982 Thomas E. Buczek First Vice President, First Vice President, 49 First Merchants First Merchants since May 1995; Vice President prior to May 1995 Michael L. Cox Executive Vice President, Executive Vice President 51 Chief Operating Officer and and Chief Operating Director, Corporation; Officer, Corporation Executive Vice President and since May, 1994; Director, First Merchants Executive Vice President, First Merchants, since May, 1994; Director, Corporation and First Merchants since December, 1984; President, Information Systems Group, Ontario Corporation prior to May 1994. Jack L. Demaree Senior Vice President and Senior Vice President, 47 Senior Commercial Loan First Merchants since Officer, First Merchants March 1992, Senior Commercial Loan Officer, First Merchants since 1987; Vice President, First Merchants prior to March 1992 Roger W. Gilcrest Executive Vice President and Executive Vice President 58 Director, First Merchants First Merchants since July, 1988; Director of First Merchants since July 1992 Paul R. Hoover Senior Vice President, Senior Vice President, 54 First Merchants First Merchants since 1987 Larry R. Helms Senior Vice President and Senior Vice President, 55 General Counsel, Corporation; Corporation since 1982 and Senior Vice President, Senior Vice President and First Merchants; General Counsel First Director of First United; Merchants since 1979; Director of Pendleton Director of First United and Pendleton since 1992 Rodney A. Medler First Vice President, First Vice President, 59 First Merchants First Merchants since May 1995; Vice President and Cashier, First Merchants prior to May 1995 </TABLE> Page 19
SUPPLEMENTAL INFORMATION - EXECUTIVE OFFICERS OF THE REGISTRANT. <TABLE> <CAPTION> Name and Age Offices with the Corporation Principal Occupation And Subsidiary Banks During Past Five Years - -------------------- -------------------------------- -------------------------- <S> <C> <C> Michael G. Richardson First Vice President, First Vice President 40 First Merchants since May 1995; Vice President prior to May 1995 James L. Thrash Senior Vice President and Senior Vice President and 46 Chief Financial Officer, Chief Financial Officer Corporation; Senior Vice of the Corporation since President, First Merchants 1990; Chief Financial Officer, Corporation prior to May 1990; Senior Vice President, First Merchants since 1990 </TABLE> PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information required under this item is incorporated by reference to page 2 of the Corporation's 1995 Annual Report to Stockholders under the caption "Stockholder Information," Exhibit 13. ITEM 6. SELECTED FINANCIAL DATA. The information required under this item is incorporated by reference to page 1 of the Corporation's 1995 Annual Report to Stockholders under the caption "Five- Year Summary of Selected Financial Data," Exhibit 13. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The information required under this item is incorporated by reference to page 2 through 7 of the Corporation's 1995 Annual Report to Stockholders under the caption "Management's Discussion and Analysis," Exhibit 13. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The financial statements and supplementary data required under this item are incorporated herein by reference to inside cover and pages 8 through 24 of the Corporation's 1995 Annual Report to Stockholders, Exhibit 13. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. In connection with its audits for the two most recent fiscal years ended December 31, 1995, there have been no disagreements with the Corporation's independent certified public accountants on any matter of accounting principles or practices, financial statement disclosure or audit scope or procedure, nor have there been any changes in accountants. Page 20
PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The information required under this item relating to directors is incorporated by reference to the Corporation's 1996 Proxy Statement furnished to its stockholders in connection with an annual meeting to be held April 4, 1996 (the "1996 Proxy Statement"), under the caption "Election of Directors," which Proxy Statement has been filed with the Commission. The information required under this item relating to executive officers is set forth in Part I, "Supplemental Information - Executive Officers of the Registrant" of this annual report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION. The information required under this item is incorporated by reference to the Corporation's 1996 Proxy Statement, under the captions, "Compensation of Directors" and "Compensation of Executive Officers," which Proxy Statement has been filed with the Commission. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The information required under this item is incorporated by reference to the Corporation's 1996 Proxy Statement, under the caption, "Security Ownership of Certain Beneficial Owners and Management," which Proxy Statement has been filed with the Commission. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The information required under this item is incorporated by reference to the Corporation's 1996 Proxy Statement, under the caption "Interest of Management in Certain Transactions," which Proxy Statement has been filed with the Commission. Page 21
PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. <TABLE> <CAPTION> Annual Report Form 10-K Page Page Number Number ------------- ---------- <S> <C> <C> (a)1. Financial Statements: Independent auditor's report . . . . . . . . Inside 130 Cover Consolidated balance sheet at December 31, 1995 and 1994 . . . . . . . . . . . . . . . 8 138 Consolidated statement of income, years ended December 31, 1995, 1994 and 1993 . . 9 139 Consolidated statement of changes in stockholders' equity, years ended December 31, 1995, 1994 and 1993 . . . . . 10 140 Consolidated statement of cash flows, years ended December 31, 1995, 1994 and 1993 . . 10-11 140-141 Notes to consolidated financial statements . 12-24 142-154 (a)2. Financial statement schedules: All schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or related notes. </TABLE> (a)3. Exhibits: <TABLE> <CAPTION> Exhibit No: Description of Exhibit: ----------- ----------------------- <S> <C> <C> 3.1 Articles of Incorporation and the Articles of Amendment thereto . . . . . . . . . . . . (F) 3.2 Bylaws and amendments thereto. . . . . . . . . 30-42 10.1 First Merchants Bank, National Association Management Incentive Plan. . . . . . . . . . (A) 10.2 Unfunded Deferred Compensation Plan, as Amended . . . . . . . . . . . . . . . . . (D) 10.3 Employee Stock Purchase Plan, (1989) . . . . . (B) 10.4 1989 Stock Option Plan . . . . . . . . . . . . (C) 10.5 Employee Stock Purchase Plan (1994). . . . . . (E) 10.6 1994 Stock Option Plan . . . . . . . . . . . . (E) 10.7 Agreement of Reorganization and Merger by and between First Merchants Corporation and Randolph County Bancorp dated January 17, 1996 . . . . . . . . . . . . . . . . . . . . 43-72 10.8 Agreement of Reorganization and Merger by and between First Merchants Corporation and Union National Bancorp dated January 24, 1996 . . . . . . . . . . . . . . . . . . . . 73-106 </TABLE> Page 22
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (Continued) <TABLE> <CAPTION> Form 10-K Page Exhibit No: Description of Exhibit: Number ----------- ----------------------- ---------- <S> <C> <C> 13 1995 Annual Report to Stockholders (except for the Pages and information thereof expressly incorporated by reference in this Form 10-K, the Annual Report to Stockholders is provided solely for the information of the Securities and Exchange Commission and is not deemed "filed" as part of this Form 10-K). . . . . . . . . . . . . . . . . . . . 107-154 21 Subsidiaries of Registrant . . . . . . . . . 27 23 Consent of Independent Auditors . . . . . . . 28 27 Financial Data Schedule . . . . . . . . . . . 157 99.1 Financial statements and independent auditor's report for First Merchants Corporation Employee Stock Purchase Plan . . 29 </TABLE> (A) Incorporated by reference to Registrant's Registration Statement on Form S-4 (SEC File No. 33-110) ordered effective on September 30, 1988. (B) Incorporated by reference to Registrant's Registration Statement on Form S-8 (SEC File No. 33-28900) effective on May 24, 1989. (C) Incorporated by reference to Registrant's Registration Statement on Form S-8 (SEC File No. 33-28901) effective on May 24, 1989. (D) Incorporated by reference to Registrant's Form 10-K for year ended December 31, 1990. (E) Incorporated by reference to Registrant's Form 10-K for year ended December 31, 1993. (F) Incorporated by reference to Registrant's Form 10-K for year ended December 31, 1994. (b) Reports on Form 8-K: No reports on Form 8-K were filed for the three months ended December 31, 1995. Page 23
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, on this 12th day of March, 1996. FIRST MERCHANTS CORPORATION By /s/ Stefan S. Anderson ---------------------------------------- Stefan S. Anderson, Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. <TABLE> <CAPTION> Signature Capacity Date - ----------------------------- ------------------------------ -------------- <S> <C> <C> /s/ Stefan S. Anderson - ----------------------------- Director and Chairman, March 12, 1996 Stefan S. Anderson Principal Executive Officer /s/ Michael L. Cox Director, Executive Vice March 12, 1996 - ----------------------------- President and Chief Operating Michael L. Cox Officer /s/ James L. Thrash March 12, 1996 - ----------------------------- Principal Financial and James L. Thrash Principal Accounting Officer /s/ Frank A. Bracken - ----------------------------- Director March 12, 1996 Frank A. Bracken - ----------------------------- Director March 12, 1996 Thomas B. Clark /s/ David A. Galliher - ----------------------------- Director March 12, 1996 David A. Galliher /s/ Thomas K. Gardiner - ----------------------------- Director March 12, 1996 Dr. Thomas K. Gardiner /s/ Hurley C. Goodall - ----------------------------- Director March 12, 1996 Hurley C. Goodall /s/ John W. Hartmeyer - ----------------------------- Director March 12, 1996 John W. Hartmeyer /s/ Nelson W. Heinrichs - ----------------------------- Director March 12, 1996 Nelson W. Heinrichs </TABLE> Page 24
<TABLE> <CAPTION> Signature Capacity Date - ----------------------------- ------------------------------ -------------- <S> <C> <C> /s/ Jon H. Moll - ----------------------------- Director March 12, 1996 Jon H. Moll /s/ George A. Sissel - ----------------------------- Director March 12, 1996 George A. Sissel /s/ Robert M. Smitson - ----------------------------- Director March 12, 1996 Robert M. Smitson /s/ Joseph E. Wilson - ----------------------------- Director March 12, 1996 Joseph E. Wilson /s/ - ----------------------------- Director March 12, 1996 Robert F. Wisehart /s/ John E. Worthen - ----------------------------- Director March 12, 1996 John E. Worthen </TABLE> Page 25
INDEX TO EXHIBITS <TABLE> <CAPTION> Form 10-K Page Exhibit No: Description of Exhibit: Number ----------- ----------------------- ---------- <S> <C> <C> 3.1 Articles of Incorporation and the Articles of Amendment thereto . . . . . . . . . . . . . . (F) 3.2 Bylaws and amendments thereto . . . . . . . . . 30-42 10.1 First Merchants Bank, National Association Management Incentive Plan . . . . . . . . . (A) 10.2 Unfunded Deferred Compensation Plan, as Amended . . . . . . . . . . . . . . . . . (D) 10.3 Employee Stock Purchase Plan (1989) . . . . . . (B) 10.4 1989 Stock Option Plan . . . . . . . . . . . . (C) 10.5 Employee Stock Purchase Plan (1994) . . . . . . (E) 10.6 1994 Stock Option Plan . . . . . . . . . . . . (E) 10.7 Agreement of Reorganization and Merger by and between First Merchants Corporation and Randolph County Bancorp dated January 17, 1996 . . . . . . . . . . . . . . . . . . . . 43-72 10.8 Agreement of Reorganization and Merger by and between First Merchants Corporation and Union National Bancorp dated January 24, 1996 . . . . . . . . . . . . . . . . . . . . 73-106 13 1995 Annual Report to Stockholders (except for the Pages and information thereof expressly incorporated by reference in this Form 10-K, the Annual Report to Stockholders is provided solely for the information of the Securities and Exchange Commission and is not deemed "filed" as part of this Form 10-K) . . . . . . . . . . . . . . . . . . . . 107-154 21 Subsidiaries of Registrant . . . . . . . . . . 27 23 Consent of Independent Auditors . . . . . . . . 28 27 Financial Data Schedule . . . . . . . . . . . . 157 99.1 Financial statements and independent auditor's report for First Merchants Corporation Employee Stock Purchase Plan. . . 29 </TABLE> (A) Incorporated by reference to Registrant's Registration Statement on Form S-4 (SEC File No. 33-110) ordered effective on September 30, 1988. (B) Incorporated by reference to Registrant's Registration Statement on Form S-8 (SEC File No. 33-28900) effective on May 24, 1989. (C) Incorporated by reference to Registrant's Registration Statement on Form S-8 (SEC File No. 33-28901) effective on May 24, 1989. (D) Incorporated by reference to Registrant's Form 10-K for year ended December 31, 1990. (E) Incorporated by reference to Registrant's Form 10-K for year ended December 31, 1993. (F) Incorporated by reference to Registrant's Form 10-K for year ended December 31, 1994. Page 26
EXHIBIT 21--SUBSIDIARIES OF THE REGISTRANT State of Name Incorporation ---- ------------- First Merchants Bank, National Association. . . . . . . . . U.S. Pendleton Banking Company . . . . . . . . . . . . . . . . . Indiana First United Bank . . . . . . . . . . . . . . . . . . . . . Indiana Page 27
EXHIBIT 23--CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference to Registration Statements on Form S-8, File Numbers 33-28900 and 33-28901, of our report dated January 19, 1996, except for Note 2 as to which the date is January 24, 1996 on the consolidated financial statements of First Merchants Corporation, which report is incorporated by reference in the Annual Report on Form 10-K of First Merchants Corporation. /s/ Geo. S. Olive & Co. LLC Indianapolis, Indiana March 18, 1996 Page 28
EXHIBIT 99.1--FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT FOR FIRST MERCHANTS CORPORATION EMPLOYEE STOCK PURCHASE PLAN The annual financial statements and independent auditor's report thereon for First Merchants Corporation Employee Stock Purchase Plan for the year ending June 30, 1996, will be filed as an amendment to the 1995 Annual Report on Form 10-K no later than October 28, 1996. Page 29