8-K 1 d60929_8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K 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 12, 2004 ---------------------- FIRST MERCHANTS CORPORATION (Exact Name of Registrant as Specified in its Charter) ---------------------- INDIANA 0-17071 35-1544218 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 200 East Jackson Street P.O. Box 792 Muncie, IN 47305-2814 (Address of Principal Executive Offices, including Zip Code) (765) 747-1500 (Registrant's Telephone Number, including Area Code) Page 1 of 6 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 12, 2004, the Board of Directors of First Merchants Corporation (the "Corporation") amended and restated the Corporation's Bylaws. The amended Bylaws were effective as of October 12, 2004. The following description is a brief summary of the amendments to the Bylaws. This summary is not intended to be complete, and it is qualified in its entirety by reference to the Corporation's Bylaws, as amended, included as Exhibit 3(ii) to this report. Previous Provision(s) Provision(s) as Amended --------------------- ----------------------- In some instances, the Bylaws used The masculine references were amended masculine references such as he, him to be gender-neutral. and his. Article I, Section 2 The Bylaws listed the registered The reference to the registered agent agent and office of the Corporation. and office was deleted. This information is contained in the Corporation's Articles of Incorporation. Article III, Section 5 The Bylaws did not specifically The Bylaws were amended to provide for the holding of shares of specifically provide that a the Corporation in book entry form. shareholder of the Corporation may hold shares in a book entry stock account. Page 2 of 6 Article IV, Section 2 The Bylaws provided that the annual The Bylaws were amended to provide meeting of shareholders was to be that the Board of Directors will set held on the third Tuesday in April, the date for the annual meeting of or such other day as determined by shareholders by resolution. the Board of Directors. Article IV, Section 6(b) No corresponding provision. The Bylaws were amended to allow shareholder voting at meetings by electronic means or any other method allowed by law. Article IV, Section 7 This Section was rewritten to correspond more closely with the Indiana Business Corporation Law. Article IV, Section 9 The Bylaws provided for nominations The Bylaws were amended to provide for election to the Board of that the Nominating and Governance Directors by the Board of Directors Committee of the Board of Directors or any shareholder. controls nominations for election to the Board of Directors. Any shareholder may suggest a candidate for consideration by the Nominating and Governance Committee, which candidate shall be evaluated in the same manner as other candidates. Article V, Section 5 The Bylaws provided for delivery of The Bylaws were amended to allow for notice of meetings to Directors by delivery of notice of meetings to telephone, telegraph, cable or Directors by personal delivery, mailing. telephone, facsimile, electronic means, mailing or express private delivery service. Article V, Section 10 The Bylaws limited the record date The Bylaws were amended to remove this for determining shareholders requirement. entitled to dividends to not more than fifty (50) days prior to the payment date for such dividend. Page 3 of 6 Article V, Section 12 No corresponding provision. The Bylaws were amended to specifically provide for a Nominating and Governance Committee of the Board of Directors. The Bylaws provided that directors The Bylaws were amended to delete this of the Corporation's affiliates provision. could serve on Committees of the Board of Directors of the Corporation as "affiliate representatives." The Bylaws provided that the Board The Bylaws were amended to grant the of Directors determined the calling committees of the Board of Directors and holding of meetings by its the authority to make these committees and the procedure for determinations in addition to the conducting its meetings. Board of Directors. Article VI, Section 1 No corresponding provision The Bylaws were amended to specifically grant the Board of Directors the authority to appoint a Chief Executive Officer, chief operating officer and a chief financial officer. Article VI, Section 9 The Bylaws provided that the The Bylaws were amended to President was the chief executive specifically provide for the office of officer of the Corporation and had Chief Executive Officer and outline general supervision over the affairs the duties accompanying such office. of the Corporation. The President The Chief Executive Officer now has also served as an ex-officio member general supervision over the affairs of all standing committees of the of the Corporation. The historic Board of Directors. duties of the President were divided between the offices of Chief Executive Officer and President. Neither the Chief Executive Officer nor the President serves as an ex-officio member on any committee of the Board of Directors. Page 4 of 6 Article VI, Section 11 The Bylaws outlined an office of The Bylaws were amended to Vice President. If the President specifically provide for Executive became absent or disabled, unless Vice Presidents, Senior Vice the Board of Directors determined Presidents, First Vice Presidents otherwise, the most senior Vice and/or other Vice Presidents. The President was to perform the duties Board is required to designate one of and exercise the powers of the the Vice Presidents (an Executive Vice President. President, if one has been appointed) to perform the duties and exercise the powers of the President in the President's absence or disability. Article VI, Section 12 No corresponding provision. The Bylaws were amended to provide all acts affecting the Treasurer's duties and responsibilities shall be subject to the review and approval of the Corporation's chief financial officer. Article VI, Section 13 The Board of Directors was required This provision was deleted. to fix the salaries of the principal officers, while the salaries of the subordinate officers were to be fixed by the President. Page 5 of 6 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. DATE: October 15, 2004. FIRST MERCHANTS CORPORATION By: /s/ Larry R. Helms Larry R. Helms, Senior Vice President Page 6 of 6 EXHIBIT INDEX 3(ii) Bylaws of the Corporation, as amended October 12, 2004