UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 22, 1999
0-10888
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(Commission File Number)
_________________________________
OLD NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
INDIANA 35-1539838
(State incorporation) (I.R.S. Employer Identification No.)
420 Main Street, Evansville, Indiana 47708
(Address of principal executive offices)
812-464-1434
(Registrant's telephone number)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) Previous Independent Public Accountants
Effective July 22, 1999, the Board of Directors of Old National
Bancorp (the "Registrant") dismissed Arthur Andersen LLP ("Arthur Andersen")
as its independent public accountants. The Audit Committee of the Board of
Directors of the Registrant approved this action.
In connection with the audits of Old National Bancorp's financial
statements as of December 31, 1998, and 1997 and for the years then ended and
through the period June 30, 1999, there were no disagreements between Old
National Bancorp ("Old National") and Arthur Andersen on any matters of
accounting principles or practices, financial statements disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Arthur Andersen, would have caused it to make a reference
to the subject matter of the disagreements in connection with its reports
on financial statements. Arthur Andersen's reports on Old National's
financial statements as of December 31, 1998 and 1997 contained no adverse
opinion or disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principle.
The Registrant has provided a copy of this disclosure to Arthur
Andersen in compliance with the provisions of Item 304 (a) (3) of Regulation
S-K and has requested a letter from Arthur Andersen addressed to the Securities
and Exchange Commission stating that Arthur Andersen agrees with the statements
as set forth above.
A copy of that letter, dated July 27, 1999, is attached as Exhibit 16.1 to this
Current Report on Form 8-K.
(b) New Independent Public Accountants
Effective July 22, 1999, the Registrant engaged the accounting firm
of PricewaterhouseCoopers LLP as independent public accountants of the
Registrant.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed herewith:
Exhibit
Number Title
16.1 Letter from Arthur Andersen re: change in certifying accountant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 8-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
OLD NATIONAL BANCORP
By: /s/ Jeffrey L. Knight
Name: Jeffrey L. Knight
Title: Corporate Secretary and
General Counsel
Date: July 29, 1999
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EXHIBIT INDEX
Exhibit
Number Title
16.1 Letter from Arthur Andersen re: change in certifying accountant.
EXHIBIT 16.1
ARTHUR ANDERSEN
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Arthur Andersen, LLP
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Suite 4300
Bank One Center/Tower
111 Monument Circle
Indianapolis IN 46204
317 634 3210
July 27, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington DC 20549
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K/A dated July 22, 1999,
of Old National Bancorp to be filed with the Securities and
Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Copy to:
Mr. John Poelker, CFO, Old National Bancorp
JEC
