AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JANUARY 21, 1997
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
OLD NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
INDIANA 35-1539838
------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 Main Street, Evansville, Indiana 47708, (812) 464-1434
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
JEFFREY L. KNIGHT, ESQ. TIMOTHY M. HARDEN, ESQ.
CORPORATE SECRETARY & GENERAL COUNSEL ANDREW B. BUROKER, ESQ.
OLD NATIONAL BANCORP KRIEG DEVAULT ALEXANDER & CAPEHART
420 MAIN STREET ONE INDIANA SQUARE, SUITE 2800
EVANSVILLE, INDIANA 47708 INDIANAPOLIS, INDIANA 46204-2017
(812) 464-1363 (317) 636-4341
(AGENT FOR SERVICE) (COPY TO)
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE
SECURITIES TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE
OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, check
the following box.[X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================
Title of each class Amount Proposed maximum Proposed maximum Amount of
of securities to be offering price aggregate offering registration
to be registered registered per unit (1) price (1) fee
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<S> <C> <C> <C> <C>
Common Stock, up to N/A $18,531,250.00 $6,390.07
no par value 500,000 shares
=============================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee, in accordance with Rule 457(c) on the basis
of the average of the high and low prices for Registrant's
common stock on January 16, 1997 of $37.0625.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
P R O S P E C T U S
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 ___________, 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 _________ , 1997,
on the NASDAQ National Market System was $_____.
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
<PAGE>
commissions, any related service charges, and applicable taxes
relating to shares of Common Stock purchased or sold on the open
market for the Plan.
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.
-----------------
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 ___________ , 1997.
<PAGE>
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, 1995 ("1995 10-K").
2. the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996.
3. the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1995.
4. 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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<PAGE>
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.
2
<PAGE>
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.
3
<PAGE>
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.
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
Guaranteed - The guarantee of a signature by a bank or
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.
4
<PAGE>
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.
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.
5
<PAGE>
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.
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
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<PAGE>
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 ________, 1997.
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
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<PAGE>
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 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
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<PAGE>
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?
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.
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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.
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.
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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.
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?
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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.
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.
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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.
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.
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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
weekly, generally within five business days following receipt of the
sale request. 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.
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?
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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?
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?
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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?
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:
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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.
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.
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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 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
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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, 1995, 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.
19
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TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . .
Incorporation of Certain
Documents by Reference . . . . . . . .
Description of the Company and its
Subsidiaries . . . . . . . . . . . . .
Description of the Plan . . . . . . . . . .
Definitions . . . . . . . . . . . . . .
Purpose of the Plan . . . . . . . . . .
Advantages and Disadvantages
of the Plan . . . . . . . . . . .
Plan Administration . . . . . . . . . .
Participation in the Plan . . . . . . .
Participation Options . . . . . . . . .
Initial Cash Investments
and Cash Investments . . . . . . .
Discounted Reinvestment
of Dividends . . . . . . . . . .
Purchases . . . . . . . . . . . . . .
Certificates . . . . . . . . . . . . .
Safekeeping of Certificates . . . . . .
Sale of Shares . . . . . . . . . . . .
Termination of Plan
Participation . . . . . . . . .
Costs . . . . . . . . . . . . . . . .
Reports to Participants . . . . . . . .
Other Information . . . . . . . . . . .
Federal Income Tax
Information . . . . . . . . . .
Indemnification . . . . . . . . . . . . .
Description of Common Stock . . . . . . .
Application of Proceeds . . . . . . . . .
Experts . . . . . . . . . . . . . . . .
Legal Opinions . . . . . . . . . . . . .
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.
=======================================================
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OLD NATIONAL BANCORP
500,000 SHARES
COMMON STOCK
(No par value per share)
--------------------------
PROSPECTUS
--------------------------
OLD NATIONAL BANCORP
STOCK PURCHASE
AND
DISCOUNTED DIVIDEND
REINVESTMENT PLAN
_______ __, 1997
=======================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an itemized statement of all
estimated expenses in connection with the issuance and distribution
of the securities being registered:
Registration fees $ 6,309.07
Printing and engraving expenses 25,000.00
Legal expenses 30,000.00
Blue Sky fees and expenses 2,000.00
Accounting fees and expenses 1,500.00
NASD fees -0-
Miscellaneous -0-
-----------
Total $ 64,890.07
Item 15. Indemnification of Officers and Directors
The Company's Articles of Incorporation provide that the Company will
indemnify, under certain circumstances, any person which 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 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, 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.
Item 16. Exhibits.
(a) The following exhibits are being filed as part of this
Registration Statement:
II-1
<PAGE>
4 (a) the description of Registrant's common stock
contained in its Current Report on Form 8-K, dated
January 6, 1983 (incorporated by reference thereto), and
(b) the description of Registrant's Preferred Stock
Purchase Rights contained in Registrant's Form 8-A,
dated March 1, 1990, including the Rights Agreement,
dated March 1, 1990, between the Registrant and Old
National Bank in Evansville, as Trustee (incorporated by
reference thereto)
5 Opinion of Krieg DeVault Alexander & Capehart re:
legality
23.01 Consent of Krieg DeVault Alexander & Capehart (included
in Opinion of Krieg DeVault Alexander & Capehart re:
legality at Exhibit 5)
23.02 Consent of Arthur Andersen LLP
24 Powers of Attorney
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment to
this registration statement shall be deemed to be a new
II-2
<PAGE>
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given,
the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of the Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(6) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Evansville, State of Indiana, on
October 24, 1996.
OLD NATIONAL BANCORP
By: /s/ RONALD B. LANKFORD
-----------------------------
Ronald B. Lankford, President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated below as of October
24, 1996.
Name Title
---- -----
/s/ JOHN N. ROYSE Chairman of the Board, Director and Chief
----------------------------- Executive Officer (Chief Executive Officer)
John N. Royse
/s/ STEVE H. PARKER Senior Vice President (Chief Financial
----------------------------- Officer and Principal Accounting Officer)
Steve H. Parker
DAVID L. BARNING* Director
-----------------------------
David L. Barning
RICHARD J. BOND* Director
-----------------------------
Richard J. Bond
ALAN W. BRAUN* Director
-----------------------------
Alan W. Braun
JOHN J. DAUS, JR.* Director
-----------------------------
John J. Daus, Jr.
WAYNE A. DAVIDSON* Director
-----------------------------
Wayne A. Davidson
LARRY E. DUNIGAN* Director
-----------------------------
Larry E. Dunigan
II-4
<PAGE>
DAVID E. ECKERLE* Director
-----------------------------
David E. Eckerle
THOMAS B. FLORIDA* Director
-----------------------------
Thomas B. Florida
PHELPS L. LAMBERT* Director
-----------------------------
Phelps L. Lambert
RONALD B. LANKFORD* President and Director
-----------------------------
Ronald B. Lankford
LUCIEN H. MEIS* Director
-----------------------------
Lucien H. Meis
LOUIS L. MERVIS* Director
-----------------------------
Louis L. Mervis
DAN W. MITCHELL* Director
-----------------------------
Dan W. Mitchell
MARJORIE Z. SOYUGENC* Director
-----------------------------
Marjorie Z. Soyugenc
CHARLES D. STORMS* Director
-----------------------------
Charles D. Storms
*By: /s/ JEFFREY L. KNIGHT Attorney-in-Fact
-------------------------
Printed Name: Jeffrey L. Knight
--------------------------
II-5
EXHIBIT 5
---------
January 20, 1997
Board of Directors
Old National Bancorp
420 Main Street
P.O. Box 718
Evansville, Indiana 47705
RE: Issuance of Shares of Common Stock of Old National Bancorp
in connection with the Old National Bancorp Stock Purchase
and Discounted Dividend Reinvestment Plan
Ladies and Gentlemen:
We have represented Old National Bancorp ("ONB") as special
counsel in connection with the preparation and filing of a
Registration Statement on Form S-3 ("Registration Statement")
with the Securities and Exchange Commission for the purpose of
registering 500,000 shares of ONB's no par value common stock
(the "Shares") under the Securities Act of 1933, as amended (the
"Act"). The Shares are being registered for issuance pursuant to
the Old National Bancorp Stock Purchase and Discounted Dividend
Reinvestment Plan ("Plan"). This opinion is delivered in
accordance with the requirements of Item 6.01(b)(5) of Regulation
S-K under the Act. In connection with this opinion, we have
reviewed and are familiar with ONB's Articles of Incorporation
and By-Laws and such other records, documents and information as
we have in our judgment deemed relevant.
Based upon the foregoing, it is our opinion that the Shares
have been duly and validly authorized, and when the certificates
for the Shares have been duly executed, delivered and paid for in
accordance with the Plan, the Shares will then be legally issued,
fully paid and non-assessable. This opinion is limited to the
matters stated herein, and no opinion is to be implied or may be
inferred beyond the matters expressly stated.
This opinion is addressed to you and is solely for your use
in connection with the Registration Statement, and we assume no
professional responsibility to any other person whatsoever.
Accordingly, the opinion expressed herein is not to be relied
upon, utilized or quoted by or delivered or disclosed to, in
whole or in part, any other person, corporation, entity or
governmental authority without, in each instance, the prior
written consent of this firm.
We do however, hereby consent to the use of this opinion as
an exhibit to the Registration Statement and to the reference
made to us in the Registration Statement and the Prospectus
forming a part thereof under the caption "Legal Opinions". In
giving this consent,
<PAGE>
Board of Directors
January 20, 1997
Page 2
we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ KRIEG DeVAULT ALEXANDER & CAPEHART
EXHIBIT 23.01
-------------
CONSENT OF COUNSEL
------------------
The consent of Krieg DeVault Alexander & Capehart is included in
its opinion attached to this Registration Statement as Exhibit 5.
EXHIBIT 23.02
-------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
dated January 24, 1996 included in Old National Bancorp's Form 10-K for
the year ended December 31, 1995 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
January 20, 1997
EXHIBIT 24
----------
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ DAVID L. BARNING
- ----------------------------------
DIRECTOR
David L. Barning
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ RICHARD J. BOND
- ----------------------------------
DIRECTOR
Richard J. Bond
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ ALAN W. BRAUN
- ----------------------------------
DIRECTOR
Alan W. Braun
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ JOHN J. DAUS, JR.
- ----------------------------------
DIRECTOR
John J. Daus, Jr.
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ WAYNE A. DAVIDSON
- ----------------------------------
DIRECTOR
Wayne A. Davidson
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ LARRY E. DUNIGAN
- ----------------------------------
DIRECTOR
Larry E. Dunigan
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ DAVID E. ECKERLE
- ----------------------------------
DIRECTOR
David E. Eckerle
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ THOMAS B. FLORIDA
- ----------------------------------
DIRECTOR
Thomas B. Florida
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ PHELPS L. LAMBERT
- ----------------------------------
DIRECTOR
Phelps L. Lambert
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ RONALD B. LANKFORD
- ----------------------------------
DIRECTOR
Ronald B. Lankford
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ LUCIEN H. MEIS
- ----------------------------------
DIRECTOR
Lucien H. Meis
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ LOUIS L. MERVIS
- ----------------------------------
DIRECTOR
Louis L. Mervis
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ DAN W. MITCHELL
- ----------------------------------
DIRECTOR
Dan W. Mitchell
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ MARJORIE Z. SOYUGENC
- ----------------------------------
DIRECTOR
Marjorie Z. Soyugenc
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a
Director of Old National Bancorp (the "Company"), an Indiana corporation
with its principal office located in Evansville, Indiana, does hereby
severally make, constitute and appoint Steve H. Parker and Jeffrey L.
Knight, and each of them individually, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead,
and in all capacities, (a) to execute registration statements and all
amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering,
sale and issuance of securities of the Company with respect to the
Company's Direct Stock Purchase Plan; (b) to file any and all of the
foregoing, in substantially the form which has been presented to me or
which any of the above-named attorneys-in-fact and agents may approve,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; and (c) to do, or cause to be done, any and all other acts
and things whatsoever as fully and to all intents and purposes as the
undersigned might or could do in person which any of the above-named
attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Company to register its securities
under and otherwise comply with the Act and the rules and regulations
promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions
heretofore or hereafter lawfully taken, or caused to be taken, by any of
the above-named attorneys-in-fact and agents by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.
/s/ CHARLES D. STORMS
- ----------------------------------
DIRECTOR
Charles D. Storms
- ----------------------------------
Printed Name
Dated: October 24, 1996
----------------------------
