Rule 424(b)(2)
Registration No. 333-20083
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P R O S P E C T U S
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OLD NATIONAL BANCORP
STOCK PURCHASE AND DISCOUNTED DIVIDEND REINVESTMENT PLAN
500,000 Shares of Common Stock
(No Par Value)
____________________
The Old National Bancorp Stock Purchase and Discounted Dividend
Reinvestment Plan ("Plan"), effective as of April 1, 1997, is designed to
provide investors with a convenient way to purchase shares of no par value
common stock ("Common Stock") of Old National Bancorp ("Company") and to
reinvest all or a portion of the cash dividends paid on the Common Stock in
additional shares of Common Stock.
PARTICIPANTS IN THE PLAN MAY:
- Reinvest all or a portion of the cash dividends paid on the
Common Stock credited to their Plan accounts in additional
shares of Common Stock at a 3% discount to market price.
- Make an initial investment in Common Stock with a cash payment
of at least $500, and additional optional investments of at
least $50 thereafter, up to a maximum of $50,000 per Plan
account per calendar year, including the initial investment.
- Receive, upon written request, certificates for whole shares of
Common Stock credited to their Plan accounts.
- Deposit certificates representing shares of Common Stock into
the Plan for safekeeping.
- Sell shares of Common Stock credited to their Plan accounts
through the Plan.
Shares of Common Stock will be purchased under the Plan, at the option of
the Company, from authorized but unissued shares or shares purchased on the open
market. Purchases of shares on the open market will be effected through an
independent agent appointed by the Company. The Common Stock is quoted on the
National Association of Securities Dealers Automated Quotation ("NASDAQ")
National Market System. The closing price of the Common Stock on March 21,
1997, on the NASDAQ National Market System was $37.25.
The purchase price of shares of Common Stock purchased under the Plan for
an Investment Date or a Dividend Payment Date will be the closing price of the
Common Stock as reported on the NASDAQ National Market System on such date,
provided that the NASDAQ National Market System is open on such date. The
Company will discount the purchase price of all shares of Common Stock acquired
through reinvestment of cash dividends on shares of Common Stock by 3% before
allocating such shares to the Plan participants. The Company will pay certain
of the costs of mailings, materials, and other administration costs of the Plan.
Participants must pay a $5.00 initial enrollment fee, a $10.00 fee per
transaction for selling shares through the Plan, a $20.00 fee for non-sufficient
funds (NSF) payments and an $8.00 fee for returning a participant's Cash
Investment or Initial Cash Investment. These charges are designed to help the
Company defray part of the aforementioned Plan expenses. Plan participants will
also bear the cost of brokerage commissions, any related service charges, and
applicable taxes relating to shares of Common Stock purchased or sold on the
open market for the Plan.
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To the extent required by applicable law in certain jurisdictions, shares
of Common Stock offered under the Plan to persons not presently record holders
of Common Stock are offered only through a registered broker/dealer in such
jurisdictions.
This Prospectus contains the material provisions of the Plan and,
therefore, this Prospectus should be retained by participants in the Plan
("Participants") for future reference.
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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. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________________
The date of this Prospectus is April 1, 1997.
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission ("Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at prescribed rates
from the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and may also be inspected and
copied at prescribed rates at the SEC's regional offices located at Seven World
Trade Center, 13th Floor, New York, New York 10048 and at Northwestern Atrium
Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511.
Copies of such material may also be obtained at prescribed rates from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. Reports, proxy statements and other information
concerning the Company are also available for inspection and copying at
prescribed rates at the office of the National Association of Securities
Dealers, Inc., 1735 K Street, Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The following documents previously filed by the Company with the SEC
pursuant to the Exchange Act (SEC File No. 0-10888) are incorporated herein by
reference:
1. the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 ("1996 10-K").
2. the Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1996.
3. the description of the Company's Common Stock contained in its
Current Report on Form 8-K, dated January 6, 1983, and the
description of the Company's Preferred Stock Purchase Rights
contained in its Current Report on Form 8-K, dated March 1, 1990,
including the Rights Agreement, dated March 1, 1990, between the
Company and Old National Bank in Evansville as Trustee.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference into this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained herein, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. To the extent any proxy statement is
incorporated by reference herein, such incorporation shall not include any
information contained in such proxy statement that is not, pursuant to the
Commission's rules, deemed to be "filed" with the Commission or subject to
liability under Section 18 of the Exchange Act.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the oral or written request of such person, a copy
of any or all of the documents incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies should be
directed to Jeffrey L. Knight, Corporate Secretary and General Counsel, Old
National Bancorp, 420 Main Street, P.O. Box 718, Evansville, Indiana 47705 or
by calling (812) 464-1434.
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DESCRIPTION OF THE COMPANY AND ITS SUBSIDIARIES
The Company is a multi-bank holding company incorporated under the laws of
the State of Indiana in 1982. The Company is headquartered in Evansville,
Indiana and owns affiliate banks located in the tri-state area comprised of
southwestern Indiana and neighboring portions of Illinois and Kentucky. With
total consolidated assets of over $5 billion, the Company is the largest
independent bank holding company headquartered in the State of Indiana.
The principal activity of the Company is to own, manage and supervise its
affiliate banks and its non-bank subsidiaries, each of which is held by the
Company as a separate wholly-owned subsidiary. The primary sources of the
Company's revenues are dividends and fees received from its subsidiaries.
There are various legal limitations on the extent to which the affiliate banks
may finance, pay dividends to or otherwise supply funds to the Company.
The Company's affiliate banks engage in a wide range of commercial and
consumer banking activities and provide other services relating to the general
banking business, and are organized under the laws of the United States or the
States of Illinois, Indiana or Kentucky. In addition to the Company's
affiliate banks, the Company has seven non-bank affiliates.
The principal executive office of the Company is located at 420 Main
Street, Evansville, Indiana 47708, and its telephone number is (812) 464-1434.
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The following questions and answers describe the provisions of and
constitute the Old National Bancorp Stock Purchase and Discounted Dividend
Reinvestment Plan ("Plan").
DESCRIPTION OF THE PLAN
DEFINITIONS
For convenience of reference, the definitions of certain key terms are included
below:
Administrator - Old National Bancorp ("Company"). See also
"Plan Administrator."
Automatic Monthly Investment - Voluntary cash payments of not less than $50
per payment nor more than a total of $4,000
during a calendar month by means of a monthly
automatic electronic funds transfer from a
predesignated account with a United States
financial institution.
Cash Investment - A payment made subsequent to enrollment in the
Plan. The minimum Cash Investment (if a
Participant chooses to make a Cash Investment)
is $50 per month per Plan account. The maximum
aggregate Cash Investment (including the
Initial Cash Investment) is $50,000 per Plan
account per calendar year.
Company - Old National Bancorp.
Dividends - Dividends for purpose of the Plan means cash
dividends declared and paid by the Company, and
does not mean or include any stock dividend.
Dividend Payment Date - The date determined by the Company's Board of
Directors on which Common Stock Dividends are
payable. These dates are normally the 15th day
of March, June, September, and December of each
year.
Dividend Record Date - The date established by the Company's Board of
Directors for determination of ownership of
shares of Common Stock for payment of
Dividends. This date typically falls 15 to 20
days prior to the Dividend Payment Date.
Eligible Investor - An investor who makes an Initial Cash
Investment of at least $500 or enrolls in the
Plan's Automatic Monthly Investment feature.
All Shareholders of Record are also eligible
investors.
Enrollment Forms - Forms available through the Company that an
investor must complete to be able to
participate in the Plan.
Ex-Dividend Date - A date prior to the Dividend Record Date, based
on industry regulations, necessary to allow for
the settlement of traded securities by the
Dividend Record Date. Common Stock purchased
between the Ex-Dividend Date and the Dividend
Record Date is not entitled to the Dividend
payable on such Dividend Record Date.
Initial Cash Investment - A payment made to the Company to purchase
shares of Common Stock to open a Plan account.
The minimum Initial Cash Investment is $500 and
the maximum aggregate Cash Investment
(including the Initial Cash Investment) is
$50,000 per Plan account per calendar year.
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Investment Date - The 3rd business day of the month or the first
succeeding business day on which the NASDAQ
National Market System is open.
Investment Statement - A monthly statement sent to a Participant which
includes the purchase and/or sale prices and
number of shares of Common Stock purchased or
sold for such period.
Medallion Signature The guarantee of a signature by a bank or
Guaranteed - brokerage firm which participates in a
Medallion Signature Guarantee program.
Plan - Old National Bancorp Stock Purchase and
Discounted Dividend Reinvestment Plan.
Plan Administrator - Old National Bancorp.
Reinvested Dividends - The investment of Dividends from shares of
Common Stock in additional shares of Common
Stock for the benefit of Participants' Plan
accounts.
Shareholder of Record - An investor whose shares of Common Stock are
registered on the books of the Company.
PURPOSE OF THE PLAN
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide Shareholders of Record and interested
investors with a convenient and economical way to purchase shares of Common
Stock with Cash Investments and Reinvested Dividends.
ADVANTAGES AND DISADVANTAGES OF THE PLAN
2. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
THE PLAN OFFERS INVESTORS THE FOLLOWING ADVANTAGES:
A. DIRECT PURCHASE OF STOCK - Persons not presently owning shares of Common
Stock may become Shareholders of Record by making an Initial Cash Investment
of at least $500 (but not more than $50,000 per Plan account per calendar
year) or by enrolling in the Plan's Automatic Monthly Investment feature. See
Question 5.
Participants may invest additional funds (at least $50 per month per account)
to purchase shares of Common Stock. The maximum aggregate Cash Investment per
Plan account per calendar year is $50,000.
B. SELL STOCK - Participants may direct the sale of shares held in their Plan
account through the Plan (but not more than 100 shares per month per Plan
account). See Questions 34 and 35.
C. CERTIFICATE SAFEKEEPING - Participants may deposit their certificates
representing shares of Common Stock with the Company, whether or not the
Common Stock represented by such certificates was purchased through the Plan,
and have their ownership of such shares maintained on the Company's records in
their Plan account. This convenience is provided at no cost to Participants
and eliminates the possibility of loss, inadvertent destruction, or theft of
certificates. See Question 33.
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D. DISCOUNTED REINVESTMENT OF DIVIDENDS - All or any portion of Dividends may
be reinvested to purchase additional shares of Common Stock at a 3% discount
to the purchase price of the Common Stock as determined by the process
described in Questions 8 and 9. See also Questions 7 and 10.
E. SIMPLIFIED RECORD KEEPING - An Investment Statement will be mailed to
Participants monthly after any Plan account activity. For all purchase
transactions, Investment Statements will be cumulative, providing year-to-date
Plan account activity. See Question 40.
F. REDUCED BROKERAGE COMMISSIONS - The brokerage commissions negotiated by
the Company for buying or selling shares of Common Stock for or from the Plan
on the open market are typically less than those paid by individual investors
for such transactions. No brokerage commissions are paid for the purchase of
newly issued shares from the Company. See Disadvantage E following and
Questions 29 and 35.
G. TRANSFER OF SHARES - Participants may transfer shares of Common Stock held
in their Plan account to another account at no cost. The Company's normal
transfer requirements will apply. See Questions 32 and 46.
H. FULL INVESTMENT OF FUNDS - The full amount of Reinvested Dividends and
Cash Investments can be invested because the Plan permits fractional shares of
Common Stock to be credited to Plan accounts. Dividends are paid on
fractional shares as well as on whole shares maintained in the Plan. See
Question 30. I. EMPLOYEE PURCHASES - Employees of the Company and its
subsidiaries who are not presently Shareholders of Record may purchase Common
Stock and become Participants in the Plan by making an initial cash investment
of at least $50 or by enrolling in the Plan to purchase shares of Common Stock
through payroll deductions of at least $5 per pay period. See Questions 5 and
18.
PLAN PARTICIPATION PRESENTS INVESTORS WITH THE FOLLOWING DISADVANTAGES:
A. NO INTEREST PAID ON FUNDS PENDING INVESTMENT OR RETURN - No interest is
paid on Dividends credited or Cash Investments made to Plan accounts and held
pending investment, reinvestment or return to a Participant. See Questions 19
and 21.
B. RESTRICTED RETURN - Cash Investments (including Initial Cash Investments)
sent to the Plan Administrator will not be returned to an investor unless a
written request is received by the Plan Administrator at least five business
days prior to the relevant Investment Date. An $8.00 handling fee will be
deducted from such funds prior to their return to defray the administrative
costs of such a transaction. See Questions 21 and 39.
C. PERIODIC DELAYS FOR ISSUING CERTIFICATES OR SELLING SHARES - Requests for
issuance of certificates and the sale of shares from a Plan account will be
delayed during the Dividend processing period. This is a 15 - 20 business day
period which begins on the Ex-Dividend Date. See Questions 32, 34, 35, and
36.
D. BROKERAGE COMMISSIONS - While the brokerage commissions negotiated by the
Plan Administrator for buying or selling shares of Common Stock for or from
the Plan on the open market are typically less than those paid by individual
investors for such transactions, certain investors may be able to negotiate
lower brokerage commissions on an individual basis. Also, brokerage
commissions negotiated by the Plan Administrator may change from time to time.
See Advantage E above and Questions 29 and 35.
E. PRICE OF SHARES - Plan participants cannot designate to the Plan
Administrator a specific price at which to sell or purchase shares of Common
Stock. See Questions 26, 29, and 34.
F. LIMIT ON NUMBER OF SHARES SOLD - Not more than 100 shares of Common
Stock may be sold from a Plan account in any monthly period. See Questions
34, 35 and 36.
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PLAN ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
The Company will administer the Plan, keep records, send Investment Statements
to Participants, and perform other duties related to administering the Plan.
Shares of Common Stock purchased under the Plan will be registered in the name
of the Company (or its nominee), as Administrator, and credited to the account
of individual Participants. The Company may, in its sole discretion, adopt
rules and regulations and make determinations as it desires to facilitate the
administration of the Plan.
Communications about the Plan should be directed to:
Old National Bancorp
Shareholder Services Department
420 Main Street
P.O. Box 929
Evansville, Indiana 47706-0929
(812) 464-1296
When writing, please include a day-time telephone number to expedite the
Company's reply. You may also obtain information about the Plan via the
Company's web page on the Internet at "www.oldnational.com".
PARTICIPATION IN THE PLAN
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Anyone interested in making an Initial Cash Investment and all Shareholders of
Record and Company employees are eligible to participate in the Plan. Citizens
or residents of a country other than the United States or its territories and
possessions should determine whether they are subject to any governmental
regulations prohibiting or restricting their participation in the Plan, and must
provide evidence satisfactory to the Administrator that their participation will
not violate any such regulations before enrolling in the Plan.
Beneficial owners of Common Stock whose shares are held in a name other than
their own (for example, a bank, broker, or trustee) may participate in the Plan
with respect to such shares by transferring the shares into their own name or by
making appropriate arrangements with their nominee to participate in the Plan.
Once the shares are registered on the books of the Company or the Participant
has made appropriate arrangements with their nominee, the beneficial owner is
eligible to participate in the Plan.
5. HOW DOES AN ELIGIBLE INVESTOR ENROLL IN THE PLAN?
After being furnished with a Plan Prospectus, Eligible Investors may join the
Plan by completing and signing an Enrollment Form and returning it to the
Company. Interested Investors who are not Shareholders of Record must also
submit an Initial Cash Investment of at least $500 (but not more than $50,000).
Interested Investors may pay the Initial Cash Investment in installments through
the Automatic Monthly Investment feature. See Questions 15 and 16.
Once enrolled in the Plan, Eligible Investors will remain enrolled until they
discontinue their participation or the Plan is terminated. See Question 36, 37,
and 44.
Shareholders of Record enrolled in the Company's Dividend Reinvestment and
Discount Stock Purchase Plan originally implemented in 1987 ("1987 Plan") are
automatically enrolled in the Stock Purchase and Discounted Dividend
Reinvestment Plan and are eligible to participate in the Plan immediately on
and after April 1, 1997.
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SUCH SHAREHOLDERS SHOULD CAREFULLY REVIEW THE FOLLOWING PARTICIPATION OPTIONS,
PARTICULARLY THE "CASH INVESTMENT ONLY" AND "SALES" FEATURES, AS THESE FEATURES
HAVE BEEN MODIFIED IN THE NEW PLAN. See Questions 7 through 12, 34 and 35.
Unless a Shareholder of Record submits a new Enrollment Form designating a
different participation option, each such shareholder will be enrolled in the
new Plan at a level of participation that corresponds to the level at which the
shareholder previously participated in the 1987 Plan. See Questions 15, 16, and
18.
Employees of the Company and its subsidiaries who do not presently own shares
of Common Stock may join the Plan at any time after being furnished a copy of
the Plan Prospectus by completing and returning to the Company (Attention:
Shareholder Services Department) an Enrollment Form and making an Initial Cash
Investment of at least $50 (but not more than $50,000). The Company will
waive the enrollment fee for any employees making an Initial Cash Investment.
Employees may also join the Plan by completing a Payroll Deduction
Authorization Form furnished by their respective entity's Human Resources
Department.
6. WHEN MAY AN ELIGIBLE INVESTOR JOIN THE PLAN?
An Eligible Investor may join the Plan at any time by completing and signing
an Enrollment Form and returning it to the Company.
PARTICIPATION OPTIONS
7. WHAT PARTICIPATION OPTIONS ARE AVAILABLE IN THE PLAN?
On the Enrollment Form, the investor is offered the following participation
options:
- Discounted Full Dividend Reinvestment
- Discounted Partial Dividend Reinvestment, or
- Cash Investment Only
Shareholders of Record who were enrolled in the 1987 Plan should see the
discussion in Question 5.
8. HOW DOES THE DISCOUNTED "FULL DIVIDEND REINVESTMENT" OPTION WORK?
Participants enrolling in the Discounted Full Dividend Reinvestment option
will have Dividends earned on all of their Common Stock, both in their Plan
account and in certificated form, reinvested to purchase additional shares of
Common Stock. Shares purchased through Dividend reinvestment will be acquired
on the relevant Dividend Payment Date at a 3% discount from the closing price
of the Common Stock as reported on the NASDAQ National Market System on such
date, provided that the NASDAQ National Market System is open on such date.
The reinvestment of Dividends under the Plan for a Participant will commence
with the first Dividend to which the Participant is entitled, payable after
the first Dividend Record Date following enrollment in the Plan. A
Participant may also make Cash Investments of up to $50,000 per Plan account
per calendar year to purchase additional shares of Common Stock.
NOTE: IF PARTICIPANTS DO NOT INDICATE A PARTICIPATION OPTION ON THEIR
ENROLLMENT FORM, THEIR PLAN ACCOUNT WILL BE ENROLLED IN THE DISCOUNTED "FULL
DIVIDEND REINVESTMENT" OPTION.
9. HOW DOES THE DISCOUNTED "PARTIAL DIVIDEND REINVESTMENT" OPTION OF THE PLAN
WORK?
Participants enrolling in the Discounted Partial Dividend Reinvestment option
can designate a specific number of shares of Common Stock for Dividend
reinvestment, with Dividends on the balance of their shares to be paid in
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cash. Shares purchased through Dividend reinvestment will be acquired on the
relevant Dividend Payment Date at a 3% discount from the closing price of the
Common Stock as reported on the NASDAQ National Market System, provided that
the NASDAQ National Market System is open on such date.
The reinvestment of Dividends under the Plan for a Participant will commence
with the first Dividend to which the Participant is entitled, payable after
the first Dividend Record Date following enrollment in the Plan. A
Participant may also make Cash Investments of up to $50,000 per Plan account
per calendar year to purchase additional shares of Common Stock.
Participants may only sell shares of common stock through the Plan which are
held in their Plan Account in non-certificated form. Shares which are
certificated and held by the Participant are not eligible for sale through the
Plan. Certificates representing shares of Common Stock may be returned to the
Plan Administrator for safekeeping at any time, which would then make them
eligible for sale through the Plan. See Question 33.
NOTE: DISCOUNTED PARTIAL DIVIDEND REINVESTMENT IS NOT AVAILABLE FOR INVESTORS
MAKING AN INITIAL CASH INVESTMENT UPON ENROLLMENT IN THE PLAN. ONLY AFTER A
PARTICIPANT HAS ESTABLISHED A POSITION IN THE COMPANY'S COMMON STOCK CAN HE OR
SHE DESIGNATE ONLY A SPECIFIC NUMBER OF SHARES FOR DISCOUNTED PARTIAL DIVIDEND
REINVESTMENT. IF AN INVESTOR SELECTS THIS OPTION UPON ENROLLMENT IN THE PLAN,
ALL SHARES IN THEIR PLAN ACCOUNT WILL BE ENROLLED IN DISCOUNTED FULL DIVIDEND
REINVESTMENT UNTIL CHANGED BY THE PARTICIPANT.
10. HOW DOES THE "CASH INVESTMENT ONLY" OPTION OF THE PLAN WORK?
The Cash Investment Only option allows for the purchase of shares of Common
Stock where the Participant does not want either Full or Partial Dividend
Reinvestment. By selecting the Cash Investment Only option, Dividends earned
on all Common Stock in the Participant's Plan account will be paid in cash
directly to the Participant. Participants may also elect to have the Company
direct deposit all Dividends into a designated account with an eligible
financial institution. Participants enrolling in the Cash Investment Only
option must make an Initial Cash Investment of at least $500 and may also make
additional optional Cash Investments of at least $50 per month thereafter (up
to $50,000 per Plan account per calendar year).
NOTE: IF PARTICIPANTS DO NOT INDICATE A PARTICIPATION OPTION ON THEIR
ENROLLMENT FORM, THEIR PLAN ACCOUNT WILL AUTOMATICALLY BE ENROLLED INTO THE
DISCOUNTED "FULL DIVIDEND REINVESTMENT" OPTION.
11. MAY PARTICIPANTS CHANGE THEIR PARTICIPATION OPTION?
The participation option may be changed by completing and signing a new
Enrollment Form and returning it to the Company. The change will be effective
as of the next Dividend Record Date following receipt by the Company of the
new Enrollment Form.
12. MAY THE COMPANY RESTRICT PARTICIPATION IN THE PLAN?
The Company reserves the right, in its sole discretion, to restrict
participation in the Plan. The Company may, at any time, exercise this
discretion if it believes that such participation may be contrary to the
general intent of the Plan, is an attempt to arbitrage the discounted dividend
reinvestment feature of the Plan, or is in violation of applicable law.
INITIAL CASH INVESTMENTS AND CASH INVESTMENTS
13. WHO IS ELIGIBLE TO MAKE CASH INVESTMENTS?
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Any investor, Shareholder of Record or employee of the Company or any of its
subsidiaries who has submitted a signed Enrollment Form is eligible to make
Cash Investments, regardless of the participation option chosen, subject to
the monthly minimum and annual maximum Cash Investment restrictions. See
Question 17.
14. WHO IS ELIGIBLE TO MAKE AN INITIAL CASH INVESTMENT?
Any interested investor may submit a signed Enrollment Form and make an
Initial Cash Investment, subject to the minimum and maximum Initial Cash
Investment parameters. See Question 17.
15. HOW ARE INITIAL CASH INVESTMENTS AND CASH INVESTMENTS MADE?
Initial Cash Investments and Cash Investments must be made by check, money
order, electronic debit from a specified account, or wire transfer payable
through a U.S. bank or other financial institution, in U.S. dollars, to "Old
National Bancorp." DO NOT SEND CASH. Wire transfer information may be
obtained from the Company, and interested investors will be responsible for
any applicable wire transfer fees. Initial Cash Investments must be
accompanied by a completed and signed Enrollment Form; an Enrollment Form or a
Cash Investment form provided by the Company should accompany all Cash
Investments to ensure credit to the proper Plan account. See Questions 16 and
39.
16. WHAT IS THE AUTOMATIC MONTHLY INVESTMENT (ELECTRONIC DEBIT) FEATURE OF
THE PLAN, AND HOW DOES IT WORK?
Participants may make voluntary cash payments of not less than $50 per payment
nor more than an aggregate total of $4,000 during a calendar month by means of
a monthly automatic electronic funds transfer from a predesignated account
with a United States financial institution. Any Automatic Monthly Investment
will be treated as an Initial Cash Investment or a Cash Investment.
To initiate Automatic Monthly Investments, a person must complete, sign and
return to the Company (Attention: Shareholder Services Department) an
automatic monthly deduction form with a voided blank check (checking account)
or deposit slip (savings account) for the account from which funds are to be
drawn. Automatic monthly deduction forms may be obtained from the Company.
Forms will be processed and will become effective as promptly as practicable.
Once Automatic Monthly Investment is initiated, funds will be drawn from the
Participant's designated financial institution account on the 20th day of each
month, or the next succeeding business day, and will be invested in Common
Stock beginning on the next Investment Date.
Participants may change the amount of their Automatic Monthly Investment or
the designated account from which funds are drawn by completing, signing and
submitting to the Company (Attention: Shareholder Services Department) a new
automatic monthly deduction form. To be effective with respect to the next
Investment Date, however, the new automatic monthly deduction form must be
received by the Company at least twenty business days preceding the Investment
Date for which such change is to be effective. Otherwise, the change will be
effective the following month. Participants may terminate their Automatic
Monthly Investment by notifying the Company (Attention: Shareholder Services
Department) in writing.
17. IS THERE A MINIMUM AND MAXIMUM CASH INVESTMENT?
The minimum Initial Cash Investment is $500, but is $50 for employees of the
Company or any of its subsidiaries. Subsequent Cash Investments must be at
least $50 each. The maximum aggregate Cash Investment (including the Initial
Cash Investment) is $50,000 per Plan account per calendar year.
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18. WHAT IS THE PAYROLL DEDUCTION FEATURE OF THE PLAN FOR EMPLOYEES OF THE
COMPANY AND HOW DOES IT WORK?
Employees of the Company and its subsidiaries may make voluntary cash payments
to their Plan accounts of not less than $5 per pay period by means of payroll
deduction. To initiate payroll deduction, an employee must complete and sign
a payroll deduction investment authorization form and return it to their
respective Human Resources Department. Forms will be processed and will
become effective as promptly as practicable.
Once an employee has begun payroll deduction, the funds from such payroll
deduction will be invested as Cash Investments to the employee's Plan
account. All shares of Common Stock purchased from the employee's payroll
deduction for his or her Plan account will be automatically enrolled in the
Discounted Full Dividend Reinvestment option.
Employees may increase, decrease or cease their payroll deduction at any time
by giving written notice to their respective Human Resources Department and by
completing and signing a new payroll deduction authorization form, indicating
the changes.
Ceasing payroll deduction or terminating employment with the Company and its
subsidiaries WILL NOT terminate a Plan account. Dividends will continue to be
reinvested, and the Participant may continue to make voluntary cash payments
as outlined in Questions 13 through 17.
19. WHEN WILL A PARTICIPANT'S INITIAL CASH INVESTMENT OR CASH INVESTMENT BE
INVESTED?
Plan purchases of Common Stock are made monthly. Initial Cash Investments and
Cash Investments must be received by the Company at least five business days
prior to an Investment Date in order to be invested beginning on that
Investment Date. Otherwise, the Initial Cash Investment or Cash Investment
will be held by the Company and invested beginning on the next Investment
Date.
Because interest is not paid on funds pending investment, it is to a
Participant's benefit to mail their Initial Cash Investment and Cash
Investments so they are received shortly before the deadline for the next
Investment Date. Funds are considered to be received when delivered, either
by overnight delivery, courier delivery, postal service, electronic funds
transfer or in person, during Company business hours to the Company's
corporate headquarters (see Question 3 for address).
The Company reserves the right to delay honoring investment requests for
purchasing shares until it confirms receipt of good funds from the
Participant. The Company also reserves the right to delay issuing
certificates for Participants Plan Shares until it confirms that such shares
were purchased with good funds. However, in the event that a check submitted
to the Company for investment is returned unpaid for any reason, the Plan
Administrator will consider the request for investment of such funds null and
void. Any shares purchased upon the prior credit of such funds will be
immediately removed from the Participant's Plan account. The Plan
Administrator will be entitled to sell those shares to satisfy any uncollected
amounts and impose an appropriate fee. See Question 39. If the net proceeds
of the sale of such shares are insufficient to satisfy the balance of such
uncollected amounts and fees, the Plan Administrator will be entitled to sell
additional shares of Common Stock from the Participant's Plan account or bill
the Participant (or investor if not yet a Participant) to satisfy the
uncollected balance.
20. WHEN WILL SHARES PURCHASED WITH AN INITIAL CASH INVESTMENT OR CASH
INVESTMENTS BE ENTITLED TO RECEIVE DIVIDENDS?
Shares of Common Stock purchased with an Initial Cash Investment or Cash
Investments will be entitled to payment of Dividends thereon if the shares
were credited to the Participant's Plan account prior to or as of a date
preceding the Ex-Dividend Date for payment of any Dividend.
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21. MAY A PARTICIPANT REQUEST THAT AN INITIAL CASH INVESTMENT OR CASH
INVESTMENT BE RETURNED?
A Participant may request, in writing, the return of an Initial Cash
Investment or Cash Investment. The Initial Cash Investment or Cash Investment
will be returned, less an $8.00 administrative fee, if the request is received
at least five business days prior to the next Investment Date.
NOTE: INTEREST IS NOT PAID ON FUNDS HELD PENDING INVESTMENT OR RETURN.
DISCOUNTED REINVESTMENT OF DIVIDENDS
22. IS THERE A MINIMUM OR MAXIMUM AMOUNT FOR REINVESTED DIVIDENDS?
Dividends designated for reinvestment through the Plan are not subject to a
minimum or maximum dollar amount.
23. WHEN WILL A PARTICIPANT'S DIVIDENDS BE REINVESTED?
A Participant's Dividends will be reinvested on the Dividend Payment Date.
See Questions 8 and 9.
24. WHEN WILL SHARES PURCHASED WITH REINVESTED DIVIDENDS BE ENTITLED TO
RECEIVE DIVIDENDS?
Shares of Common Stock purchased with Reinvested Dividends will be entitled to
payment of Dividends on the next Dividend Payment Date following the purchase
of such shares.
PURCHASES
25. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED THROUGH THE PLAN?
Common Stock purchased through the Plan will be purchased, at the sole
discretion of the Company, either on the open market or directly from the
Company or through a combination of the foregoing. Shares purchased from the
Company will be authorized but unissued shares.
26. HOW IS COMMON STOCK PURCHASED ON THE OPEN MARKET?
Common Stock will be purchased through an independent agent appointed by the
Company. The independent agent will have sole discretion in all matters
related to such purchases, including the day and time of purchase, purchase
price paid, number of shares purchased, and the markets or persons through
whom the purchases are made.
27. WHEN ARE SHARES PURCHASED FOR THE PLAN FOR INITIAL CASH INVESTMENTS AND
CASH INVESTMENTS?
Purchases of Common Stock will be made monthly on the relevant Investment
Date. Such purchases may be made from authorized but unissued shares of the
Company, on the NASDAQ National Market System, in negotiated transactions, or
on any other securities exchange where such shares are traded, and may be
subject to such terms with respect to price, delivery, and other terms as the
Plan's independent agent may agree. Neither the Company nor any Participant
shall have any authority or power to direct the time or price at which shares
may be purchased, except where otherwise required or advisable under any
applicable law, or the selection of the broker or dealer through or from whom
purchases are to be made.
28. WHEN WILL SHARES BE CREDITED TO A PARTICIPANT'S PLAN ACCOUNT?
Shares will be credited to a Participant's Plan account as soon as practicable
following the date they are purchased.
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29. HOW IS THE PURCHASE PRICE OF COMMON STOCK FOR INITIAL CASH INVESTMENTS
AND CASH INVESTMENTS DETERMINED?
The purchase price of Common Stock will be the closing price of the Common
Stock as reported on the NASDAQ National Market System on the relevant
Investment Date, provided that the NASDAQ National Market System is open on
such date.
The purchase price of Common Stock for Discounted Dividend Reinvestment
purchases is detailed in Questions 8 and 9.
30. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT?
The number of shares of Common Stock purchased for a Participant's Plan
account will be equal to the Participant's Cash Investment (if any) for the
applicable month plus Dividends available for reinvestment divided by the
purchase price of the shares less any applicable discount. The Participant's
Plan account will then be credited with the calculated number of whole and
fractional shares of Common Stock.
31. CAN A PARTICIPANT REQUEST THE PURCHASE OF A SPECIFIC NUMBER OF SHARES?
Since the purchase price of the Common Stock cannot be calculated until the
Common Stock is purchased, a Participant may not request or direct the Company
to purchase a specific number of shares.
CERTIFICATES
32. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED THROUGH THE PLAN?
Shares of Common Stock purchased through the Plan will be credited to the
Participant's Plan account. Certificates will not be issued for shares
credited to Plan accounts unless the Plan Administrator is specifically
requested in writing to do so or unless the Plan account is terminated. The
number of shares credited to a Participant's Plan account will be shown on the
Investment Statement. This service eliminates the need for Participant
certificate safekeeping and protects against the loss, theft, or destruction
of Participants stock certificates.
Frequent certifications from Participant's Plan accounts are discouraged and
may be assessed a fee at the sole discretion of the Plan Administrator.
Certificates, when issued, will be issued in the name(s) of the
Participant(s). Requests to issue a certificate into another registration
must meet the Company's stock transfer requirements. See Question 46.
See Question 9 for information relating to certification of only a portion of
a Participant's Plan shares when the Participant has elected the Discounted
Partial Dividend Reinvestment option.
SAFEKEEPING OF CERTIFICATES
33. CAN CERTIFICATES BE RETURNED TO THE COMPANY TO BE HELD IN THE
PARTICIPANT'S PLAN ACCOUNT?
Certificates for Common Stock may be returned to the Plan Administrator to
take advantage of the safekeeping feature of the Plan. THE CERTIFICATES
SHOULD NOT BE ENDORSED, AND DELIVERY BY REGISTERED MAIL IS RECOMMENDED. The
certificates should be submitted with a new Enrollment Form with the
appropriate options checked thereon. Investors may submit certificates for
safekeeping upon initial enrollment in the Plan or at any time while
participating in the Plan.
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SALE OF SHARES
34. HOW MAY PARTICIPANTS SELL THEIR PLAN SHARES?
Participants may sell from each Plan account up to 100 shares of Common Stock
during any calendar month by submitting a written request to the Company.
This request should indicate the number of shares requested to be sold, must
be signed by ALL Plan account owners, and must be Signature Medallion
Guaranteed. Shares acquired through and held in the Plan, as well as shares
represented by certificates surrendered for safekeeping, may be sold in this
manner. A request to sell shares is irrevocable after it is received by the
Company. The Company's appointed agent will have sole discretion in all
matters related to the sale, including the time of sale, sale price, and the
markets or persons through whom the shares are sold. Participants cannot
specify a price at which to sell shares of Common Stock.
Shares held outside the Plan in certificated form may not be sold through the
Plan. Participants may withdraw their shares from the Plan by requesting
certification of such shares and delivery of such certificates to them. Such
shares may then be sold by the Participant as he or she chooses. There may be
a lengthy delay for issuing certificates if the request falls before or during
a Dividend processing period. See Question 2 - Disadvantage C.
See Question 9 for information relating to the sale of only a portion of a
Participant's Plan shares when the Participant elects the Discounted Partial
Dividend Reinvestment option.
NOTE: PARTICIPANTS MAY CONTINUE TO SELL AS MANY SHARES OF COMMON STOCK AS
THEY WISH THROUGH A BROKER ONCE SUCH SHARES ARE IN CERTIFICATED FORM.
35. WHEN WILL PLAN SHARES BE SOLD?
Shares maintained in the Plan and requested to be sold will be sold not less
frequently than twice monthly. However, sale requests received during a
Dividend processing period will be delayed until the Dividend processing
period is completed. See Question 2 - Disadvantage C.
A check will be issued by the Company for the proceeds of the sale minus any
brokerage commissions, any related service charges, and applicable taxes, and
will be made payable to the registered Plan account owner only.
TERMINATION OF PLAN PARTICIPATION
36. HOW MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
Participants may terminate their participation in the Plan either by selling
all the shares in their Plan account or by having a certificate issued for a
specific number of whole shares held in their Plan account and then selling
the balance of the shares. See Questions 32, 34, and 35. Certificates cannot
be issued for fractional shares; fractional shares must be sold when
terminating participation.
Participants must notify the Company in writing of their intention to
terminate their participation in the Plan, have all Plan account owners sign
the request, and indicate whether they wish to receive a stock certificate or,
if they hold 100 or fewer shares, to have the Company sell their shares. All
signatures on requests to sell shares in order to terminate participation in
the Plan must be Signature Medallion Guaranteed.
Cash Investments received prior to the request to terminate Plan participation
will be invested beginning on the next Investment Date unless the Participant
timely requests the return of such Cash Investment. See Question 20.
The termination of Plan participation will be delayed if the request is received
during a Dividend processing period. See Question 2 - Disadvantage C.
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37. MAY THE COMPANY TERMINATE A PARTICIPANT'S PLAN PARTICIPATION?
If a Participant does not maintain at least one whole share of Common Stock in
a Plan account, the Participant's participation in the Plan may be terminated
by the Company. A Participant whose participation in the Plan has been
terminated will receive a check for the value, as determined under the Plan,
of any fractional share in the Plan account.
In addition, the Company reserves the right, in its sole discretion, to
terminate any Participant's participation in the Plan. The Company may, at
any time, exercise its discretion to terminate a Participant's participation
if it believes that such participation may be contrary to the general intent
of the Plan, constitutes an attempt to arbitrage the discounted dividend
reinvestment feature of the Plan, or is or may be in violation of applicable
law. The Participant terminated under this provision will receive a
certificate for whole shares of Common Stock and a check for the cash value of
any fractional shares held in the Plan account.
38. WHAT AMOUNT WILL BE DISTRIBUTED TO A PARTICIPANT WHO OWNS 100 OR FEWER
SHARES IN THE PLAN AND REQUESTS LIQUIDATION OF ALL PLAN SHARES?
A check representing the sale price of the shares, less any brokerage
commission, any withholding required under applicable tax laws and a $10.00
service charge to help defer the administrative costs of the transaction. See
Questions 34 and 39.
COSTS
39. WHAT COSTS ARE ASSOCIATED WITH PARTICIPATION IN THE PLAN?
The fees and charges for Plan transactions are as follows:
DESCRIPTION AMOUNT
----------- ------
Enrollment Fee $ 5.00 (upon initial
enrollment only)
Service Charge for Selling Plan Shares $10.00
Charge for Checks or Electronic Funds Transfer
Debits from Bank Accounts Rejected because
of Nonsufficient Funds (NSF) $20.00
Processing Fee for the Return of Cash
Investments and Initial Cash Investments $ 8.00
Any applicable wire transfer fees
The Company pays most of the costs of mailings, materials and other
administration costs of the Plan. All fees and charges for the Plan are
subject to change upon notice to Participants. Because of the structure of
the fees and charges, the cost on a per share basis of purchasing or selling
shares decreases as the number of shares purchased or sold under the Plan
increases. Participants should consider the impact of the costs of any
transactions under the Plan on investment returns.
REPORTS TO PARTICIPANTS
40. WHAT REPORTS ARE SENT TO PARTICIPANTS?
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Participants will receive an Investment Statement monthly after an investment,
sale, transfer, or withdrawal occurs in their Plan account. In a dividend
payment month, Participants will receive only one statement which will include
all relevant investment and dividend information. THIS STATEMENT WILL PROVIDE
DETAILED ACCOUNT INFORMATION AND SHOULD BE RETAINED FOR TAX PURPOSES.
Participants will also receive copies of all shareholder communications from
the Company such as quarterly reports, annual reports, and notices of
shareholder meetings and proxy materials.
Participants will receive an IRS Form 1099-DIV showing total Dividends
reported to the Internal Revenue Service which were paid to the Participant
both on shares held of record and Plan account shares. An IRS Form 1099-B
will be provided for reporting proceeds from the sale of shares through the
Plan. See Question 49 for further information regarding tax reporting.
OTHER INFORMATION
41. WHAT HAPPENS IF THE COMPANY HAS A RIGHTS OFFERING, ISSUES A STOCK
DIVIDEND OR DECLARES A STOCK SPLIT?
In the event that the Company should make available to its shareholders rights
to purchase additional shares of Common Stock or other securities, the
Administrator will sell or direct the sale of the rights accruing to shares
held in Participant Plan accounts and apply the net proceeds of such sales to
the purchase of additional shares of Common Stock. Any dividends in the form
of shares of Common Stock and any shares resulting from a Common Stock split
on shares held in a Participant's Plan account will be credited to the
Participant's Plan account.
42. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
Participants in the Plan will receive a Company proxy statement and a proxy
card representing Plan account shares as well as any other shares of Common
Stock held of record. Participant's Plan account shares will be voted in
accordance with the instructions indicated on their proxy card. If no
instructions are indicated on a properly completed, signed and returned proxy
card, all of the whole shares credited to a Participant's Plan account will be
voted in accordance with the recommendations of the Company's management. If
a properly completed and signed proxy card or instruction form is not
returned, none of the Participant's shares will be voted unless voted in
person at the applicable meeting.
43. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND ITS AGENTS UNDER THE PLAN?
Neither the Company, in its individual capacity or as Plan Administrator, nor
any independent agent appointed by the Company pursuant to the Plan, will be
liable for any act done in good faith or for any good faith omission to act
with respect to the Plan, including, without limitation, any claim of
liability arising out of failure to terminate a Participant's account upon
such Participant's death, prior to receipt of notice in writing of such death
or with respect to the prices or times at which, or sources from which, shares
are purchased or sold for Participants Plan accounts, or with respect to any
fluctuation in market value of the Common Stock before or after any purchase
or sale of shares.
CURRENT SHAREHOLDERS OF RECORD ARE CAUTIONED THAT THIS PROSPECTUS DOES NOT
REPRESENT A CHANGE IN THE COMPANY'S DIVIDEND POLICY OR A GUARANTEE OF FUTURE
DIVIDENDS, WHICH WILL CONTINUE TO DEPEND UPON THE COMPANY'S EARNINGS,
FINANCIAL REQUIREMENTS, GOVERNMENT REGULATIONS, AND OTHER FACTORS.
PARTICIPANTS MUST RECOGNIZE THAT THE COMPANY CANNOT ASSURE THEM A PROFIT, OR
PROTECT THEM AGAINST LOSSES, ON SHARES PURCHASED PURSUANT TO THE PLAN. THE
MARKET PRICE OF COMMON STOCK CAN FLUCTUATE SUBSTANTIALLY. PARTICIPANTS ACCEPT
THE RISKS AS WELL AS THE BENEFITS OF THE PLAN.
44. MAY THE PLAN BE CHANGED OR DISCONTINUED?
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The Company reserves the right, in its sole discretion, to suspend, modify, or
terminate the Plan at any time, although shareholder response is expected to
justify continuing the Plan indefinitely. As a result, the Company may
register additional shares from time to time. Any suspension, modification,
or termination of the Plan will be communicated by the Company to all Plan
Participants.
45. MAY COMMON STOCK HELD IN A PLAN ACCOUNT BE PLEDGED AS COLLATERAL?
Common Stock held in non-certificated form in a Plan account may not be
pledged as collateral. Participants wishing to use their Common Stock as
collateral must have certificates issued for the shares.
46. MAY COMMON STOCK HELD IN A PLAN ACCOUNT BE TRANSFERRED OR ASSIGNED TO
ANOTHER PERSON?
A Participant may transfer or assign Plan shares to another person or entity
by meeting the Company's stock transfer requirements, including having
signatures on such requests that are Medallion Signature Guaranteed. Requests
for the Company's stock transfer requirements should be sent to:
Old National Bancorp
Shareholder Services Department
420 Main Street
P.O. Box 929
Evansville, Indiana 47706-0929
(812) 464-1296
See Question 9 for information relating to the transfer of only a portion of a
Participant's Plan shares when a Participant elects the Discounted Partial
Dividend Reinvestment option.
47. HOW MAY INSTRUCTIONS BE GIVEN TO THE PLAN ADMINISTRATOR?
Although currently all instructions from a Participant to the Plan
Administrator are required to be in writing, the Plan Administrator may in the
future allow certain instructions to be given by telephone or in any other
manner as determined by the Plan Administrator.
48. WHO INTERPRETS THE PLAN?
Any questions of interpretation arising under the Plan will be determined by
the Company, in its sole discretion, and any such determination will be
final. Questions or correspondence should be directed to:
Old National Bancorp
Shareholder Services Department
420 Main Street
P. O. Box 929
Evansville, Indiana 47706-0929
(812) 464-1296
FEDERAL INCOME TAX INFORMATION
49. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PLAN PARTICIPATION?
The Company believes the following is an accurate summary of the federal tax
consequences of participation in the Plan. YOU ARE ADVISED TO CONSULT YOUR
TAX OR FINANCIAL ADVISOR WITH RESPECT TO FEDERAL, STATE, LOCAL, AND OTHER TAX
LAWS WHICH MAY APPLY TO YOUR SPECIFIC SITUATION.
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In general, Dividends paid on Common Stock, whether the shares are held in
certificated form by a shareholder or held by the Company for a Participant in
book-entry through the Plan, are considered taxable income, whether paid in
cash or reinvested through the Plan. A Participant will recognize taxable
income equal to the discount provided for under the Plan for Common Stock
purchased with Reinvested Dividends (fair market value of the shares on the
Dividend Payment Date less the amount of the Dividend).
The tax basis of shares acquired through the reinvestment of Dividends in the
Plan will be equal to the amount of the related Dividend income recognized by
the Participant for federal income tax purposes. The tax basis of shares
purchased with an Initial Cash Investment and Cash Investments will be equal
to the amount of such investments.
Upon the sale of either a portion or all of their shares from the Plan, a
Participant will recognize a capital gain or loss based on the difference
between the sale proceeds and the tax basis in the shares sold, including any
fractional shares. The capital gain or loss will be long-term if the shares
were held for more than one year.
For Participants who are subject to U.S. withholding tax, backup withholding,
or foreign taxes, the Company will withhold the required taxes from the gross
Dividends or proceeds from the sale of shares. The Dividends or proceeds
received by the Participant, or Dividends reinvested on behalf of the
Participant, will be net of the required taxes.
The information return sent to you and the IRS at year-end will provide the
information with respect to the Plan required to complete your income tax
returns.
INDEMNIFICATION
The Company's Articles of Incorporation provide that the Company will
indemnify, under certain circumstances, any person who is or was a director,
officer or employee of the Company or of any other corporation for which he is
or was serving in any capacity at the request of the Corporation against all
liability and expense that may be incurred by him in connection with any
claim, action, suit or proceeding against them. Additionally, under Indiana
law, a director of the Company will not be liable to shareholders for any
action taken as a director, or any failure to take any action, unless (1) the
director has breached or failed to perform his duties as a director in good
faith with the care an ordinarily prudent person in a like position would
exercise under similar circumstances and in a manner the director reasonably
believes to be in the best interests of the corporation, and (2) such breach
or failure to perform constitutes willful misconduct or recklessness.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended ("Act"), may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provision, the Company has
been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
DESCRIPTION OF COMMON STOCK
The Company's Articles of Incorporation currently authorize the issuance of
50,000,000 shares of Common Stock. The Company also has 2,000,000 shares of
preferred stock authorized. These shares are available to be issued, without
prior shareholder approval, in classes with relative rights, privileges and
preferences determined for each class by the Board of Directors of the
Company. No shares of preferred stock are presently outstanding.
The Board of Directors of the Company has authorized a series of preferred
stock designated as Series A preferred stock, and designated 200,000 shares of
Series A preferred stock in connection with the Company's shareholder rights
plan. The Series A preferred stock may not be issued except upon exercise of
certain rights ("Rights") pursuant to such shareholder rights plan. No shares
of Series A preferred stock have been issued as
17
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of the date of this Prospectus. On January 25, 1990, the Board of Directors of
the Company declared a dividend of one (1) right for each issued and outstanding
share of Common Stock ("Right"). The dividend was payable on March 15, 1990 to
holders of record of Common Stock at the close of business on March 1, 1990.
Each Right entitles the registered holder, upon the occurrence of certain events
involving a change in control of the Company, to purchase from the Company
one-hundredth (1/100) of a share of Series A preferred stock at an initial
purchase price of $60.00, subject to adjustment. The terms and conditions of
the Rights are contained in a Rights Agreement between the Company and Old
National Bank in Evansville, as Rights Agent.
The Company's shareholders do not have preemptive rights to subscribe for any
new or additional shares of Common Stock, are entitled to Dividends and other
distributions when, as and if declared by the Company's Board of Directors out
of funds legally available therefor, and are entitled to one vote per share on
all matters presented for shareholder vote. The Company's shareholders do not
have cumulative voting rights in the election of directors.
The Company's Articles of Incorporation provide that certain business
combinations may, under certain circumstances, require approval of more than a
simple majority of its issued and outstanding shares, and require a
super-majority shareholder vote of not less than eighty percent (80%) of the
outstanding shares of Common Stock for the amendment of certain significant
provisions.
In the event of any liquidation or dissolution of the Company, the holders of
shares of Common Stock are entitled to receive pro rata with respect to the
number of shares held by them any assets distributable to shareholders,
subject to the payment of the Company's liabilities and any rights of
creditors and holders of shares of the Company's preferred stock then
outstanding.
Under Indiana law, shares of Common Stock are not liable to further
assessment. The Company may redeem or acquire shares of Common Stock with
funds legally available therefor, and shares so acquired constitute authorized
but unissued shares.
APPLICATION OF PROCEEDS
The Company does not know the number of shares that will ultimately be
purchased from the Company under the Plan nor the prices at which such shares
will be sold. Any proceeds to the Company are expected to be used for general
corporate purposes.
EXPERTS
The consolidated financial statements of the Company for the fiscal year ended
December 31, 1996, incorporated by reference into this Prospectus have been
audited by Arthur Andersen LLP, independent public accountants, to the extent
and for the periods indicated in their report thereon, and have been so
incorporated herein in reliance upon such report of Arthur Andersen LLP and
upon the authority of such firm as an expert in accounting and auditing.
LEGAL OPINIONS
Certain legal matters with respect to the Common Stock offered hereby have been
passed upon for the Company by Krieg DeVault Alexander & Capehart, One Indiana
Square, Suite 2800, Indianapolis, Indiana 46204-2017.
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=======================================
TABLE OF CONTENTS ===================================
PAGE
Available Information 1 OLD NATIONAL BANCORP
Incorporation of Certain
Documents by Reference 1
Description of the Company and
its Subsidiaries 2
Description of the Plan 3
Definitions 3 500,000 SHARES
Purpose of the Plan 4
Advantages and Disadvantages COMMON STOCK
of the Plan 4 (No par value per share)
Plan Administration 6
Participation in the Plan 6
Participation Options 7
Initial Cash Investments
and Cash Investments 8
Discounted Reinvestment
of Dividends 11
Purchases 11
Certificates 12
Safekeeping of Certificates 12 ===================================
Sale of Shares 13
Termination of Plan PROSPECTUS
Participation 13
Costs 14 ===================================
Reports to Participants 14
Other Information 15
Federal Income Tax OLD NATIONAL BANCORP STOCK PURCHASE
Information 16
Indemnification 17
Description of Common Stock 17 AND
Application of Proceeds 18
Experts 18
Legal Opinions 18 DISCOUNTED DIVIDEND
REINVESTMENT PLAN
No person is authorized to give
any information or to make any
representations, other than those
contained in the Prospectus, and if
given or made, such information or
representation must not be relied upon
as having been authorized by the
Company. This Prospectus does not
constitute an offer to sell or a
solicitation of an offer to buy any
securities other than the securities
offered by this Prospectus or an offer
to sell or a solicitation of an offer
to buy such securities in any
jurisdiction or to any person to whom
it is unlawful to make such offer or
solicitation in such jurisdiction.
Neither the delivery of this
Prospectus nor any sale made hereunder
shall, under any circumstances, create
any implication that there has been no
change in the affairs of the Company
since the date hereof, or that the
information herein contained or
incorporated by reference is correct
as of any time subsequent to the date
hereof.
======================================== APRIL 1, 1997
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