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Filed under Rule 424(c) and Rule 424 (b)(3)
File No. 333-02473
[THE NATIONAL BANK OF CARMI LETTERHEAD]
May 17, 1996
Dear Shareholder:
I previously mailed to you on April 30, 1996 a Notice of the
Special Meeting of Shareholders of The National Bank of Carmi
("Bank") to be held at the main office of the Bank, located at
116 West Main Street, Carmi, Illinois 62821 on May 30, 1996, at
4:30 p.m., local time, for the purpose of voting upon the
Agreement of Affiliation and Merger, dated March 15, 1996, as
amended, by and among Old National Bancorp ("ONB"), the Bank and
Carmi Merger Bank, N.A. ("Merger Bank").
It has recently come to our attention that there was a
typographical error regarding certain financial information in
the Summary of Selected Financial Data on page -xiii- of the
Proxy Statement-Prospectus previously mailed to you. While this
error affected only a portion of the information in this table,
as a courtesy to you we are delivering to all of our Shareholders
a replacement page -xiii- containing the corrected Summary of
Selected Financial Data for The National Bank of Carmi. Because
this page replacement constitutes a supplement to the original
Proxy Statement-Prospectus, you may wish to request (although it
is not required) and vote a new proxy for the special meeting.
If you desire to revoke your original proxy and wish to execute a
new proxy for the special meeting as a result of this Supplement,
please contact me at the Bank at (618) 382-4136.
Sincerely,
James L. Whetstone
President
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PROSPECTUS SUPPLEMENT
TO
PROSPECTUS
OF
OLD NATIONAL BANCORP
Dated April 30, 1996
for up to
388,500 Shares of Common Stock
(No Par Value)
This Prospectus Supplement also constitutes
a Supplement to the Proxy Statement
of
THE NATIONAL BANK OF CARMI
Dated April 30, 1996
for a
Special Meeting of Shareholders
to be held on May 30, 1996
This Supplement is being furnished to holders of The National Bank of
Carmi ("Carmi") common stock as a supplement to the Proxy Statement-Prospectus
("Proxy Statement"), dated April 30, 1996, constituting the
Prospectus of Old National Bancorp ("ONB") with respect to a maximum of
388,500 shares of ONB common stock, no par value per share, being offered to
the shareholders of The National Bank of Carmi ("Carmi") in connection with
the proposed affiliation of ONB and Carmi, and the Proxy Statement of Carmi
in connection with the solicitation of proxies by the Board of Directors of
Carmi for use at the Special Meeting of Shareholders to be held on May 30,
1996, and at any adjournment thereof ("Special Meeting"), for the purpose of
considering and voting upon: (1) a proposal to approve the Agreement of
Affiliation and Merger, dated March 15, 1996, as amended, by and among ONB,
Carmi and Carmi Merger Bank, N.A., and (2) any other business which may
properly be presented at the Special Meeting or any adjournment thereof.
This Supplement replaces and supersedes certain information contained
in the Proxy Statement. Specifically, this Supplement replaces and
supersedes the Summary of Selected Financial Data table for Carmi set forth
on page -xiii- of the Proxy Statement. Through an inadvertent error, the
numbers reflected in the table for the fiscal years ended 1991 and 1992 were
incorrect. This Supplement contains the correct information for the table
on the reverse side hereof.
All information contained in this Supplement with respect to Carmi has
been supplied by Carmi. This Supplement should be read together with the
Proxy Statement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Supplement is May 17, 1996.
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<TABLE>
<CAPTION>
SUMMARY OF SELECTED FINANCIAL DATA - THE NATIONAL BANK OF CARMI
(Dollars in thousands except per share data)
The following summary sets forth selected financial information relating to The
National Bank of Carmi. This information should be read in conjunction with the
financial statements and notes included elsewhere herein.
Twelve Months Ended December 31,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Results of Operations
(Taxable equivalent basis)
Interest income $ 4,727 $ 4,440 $ 3,892 $ 4,528 $ 5,111
Interest expense 2,215 1,885 1,686 2,121 2,926
------- ------- ------- ------- -------
Net interest income $ 2,512 $ 2,555 $ 2,206 $ 2,407 $ 2,185
Provision for loan losses 400 - 86 (12) -
------- ------- ------- ------- -------
Net interest income after
provision $ 2,112 $ 2,555 $ 2,120 $ 2,395 $ 2,185
Noninterest income 265 214 182 190 219
Noninterest expenses 1,763 1,792 1,375 1,426 1,372
------- ------- ------- ------- -------
Income before income taxes $ 614 $ 977 $ 927 $ 1,159 $ 1,032
Income taxes 150 265 106 265 220
------- ------- ------- ------- -------
Net income $ 464 $ 712 $ 821 $ 894 $ 812
======= ======= ======= ======= =======
Year-End Balances
Total assets $66,058 $66,727 $71,364 $59,445 $59,386
Total loans - net of
unearned income 34,027 31,989 29,939 25,304 22,341
Total deposits 55,912 56,326 61,148 49,960 49,999
Stockholders equity 8,032 8,092 8,308 8,114 8,060
Per Share Data
Net income - primary $ 4.64 $ 7.12 $ 8.21 $ 8.94 $ 8.12
Net income - fully diluted 4.64 7.12 8.21 8.94 8.12
Cash dividends paid 7.46 7.25 6.50 8.00 7.00
Book value at year-end 80.32 80.92 83.08 81.14 80.60
Dividend payout ratio 160.78% 101.83% 79.17% 89.49% 86.21%
Selected Performance Ratios
(based on averages)
Return on assets .70% 1.04% 1.26% 1.51% 1.37%
Return on equity 5.76% 8.68% 10.17% 10.73% 9.89%
Equity to assets 11.95% 11.86% 12.77% 13.53% 13.71%
Primary capital to asset
Net charge-offs to
average loans -.07% .17% 1.25% -.10% .06%
Allowance for loan losses
to end of period loans 2.28% 1.10% 1.35% 1.90% 1.98%
-xiii-
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