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): October 28, 2008
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
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.
(a) On October 28, 2008, the Board of Directors of First Merchants
Corporation amended Article V, Section 1 of the Corporation's Bylaws
to provide for: (i) ten (10) Directors rather than the previous eleven
(11) and (ii) three (3) Class III Directors rather than the previous
four (4). The amendment eliminated a vacancy which had previously
existed on the First Merchants Corporation Board of Directors.
Item 9.01. Financial Statements and Exhibits.
(d) (3.1) Article V, Section 1 of the Corporation's Bylaws, as amended
October 28, 2008
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 29, 2008.
FIRST MERCHANTS CORPORATION
By: /s/ Mark K. Hardwick
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Mark K. Hardwick,
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
(3.1) Article V, Section 1 of the Corporation's Bylaws, as amended October 28,
2008
EXHIBIT 3.1
ARTICLE V
Board of Directors
Section 1. Election, Number and Term of Office. The business and affairs of
the Corporation shall be managed in accordance with the Act under the direction
of a Board consisting of ten (10) Directors, to be elected by the holders of the
shares of stock entitled by the Articles of Incorporation to elect Directors.
The number of Directors may be changed by amendment of this Section by a
two-thirds (2/3) vote of the Board of Directors.
The Directors shall be divided into three (3) classes as nearly equal in
number as possible, all Directors to serve three (3) year terms except as
provided in the third paragraph of this Section. One class shall be elected at
each annual meeting of the shareholders, by the holders of the shares of stock
entitled by the Articles of Incorporation to elect Directors. Unless the number
of Directors is changed by amendment of this Section, Classes I and III shall
each have three (3) Directors, and Class II shall have four (4) Directors. No
decrease in the number of Directors shall have the effect of shortening the term
of any incumbent Director.
No person shall serve as a Director subsequent to the annual meeting of
shareholders following the end of the calendar year in which such person attains
the age of seventy (70) years. The term of a Director shall expire as of the
annual meeting following which the Director is no longer eligible to serve under
the provisions of this paragraph, even if fewer than three (3) years have
elapsed since the commencement of the Director's term.
Except in the case of earlier resignation, removal or death, all Directors
shall hold office until their respective successors are chosen and qualified.
The provisions of this Section of the Bylaws may not be changed or amended
except by a two-thirds (2/3) vote of the Board of Directors.