Rule 424(b)(3)
Registration Number 333-3095
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED NOVEMBER 24, 1999
OLD NATIONAL BANCORP
This document is a supplement to the prospectus dated May 14, 1996, SEC
File No. 333-3095 covers 333,333 shares of common stock of Old National Bancorp
and should be read together with the prospectus. This document and the
prospectus relate to the Old National shares being offered to the shareholders
of Sycamore Agency, Inc. in connection with the proposed affiliation of Old
National and Sycamore pursuant to an exchange of the issued and outstanding
shares of common stock of Sycamore for 12.87 shares of Old National's common
stock, subject to adjustment.
Old National has offered the shareholders of Sycamore to exchange their
shares of common stock of Sycamore for shares of Old National's common stock
pursuant to the Share Exchange Agreement dated as of November 24, 1999 by and
among Orange County Bank, a wholly-owned subsidiary of Old National, Sycamore
and the shareholders of Sycamore, according to which the share exchange will be
completed. Completion of the share exchange is conditioned upon Sycamore and
each shareholder of Sycamore signing the share exchange Agreement by 12:00 p.m.,
Evansville, Indiana time, on November 29, 1999 and exchanging their shares of
common stock of Sycamore for shares of Old National common stock.
All information contained in this document with respect to Sycamore has been
supplied by Sycamore without any independent verification of such information by
Old National.
This document should be read together with the prospectus.
The date of this document is November 24, 1999.
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PROPOSED TRANSACTION
The following discussion of the proposed affiliation between Old
National and Sycamore sets forth certain aspects of the affiliation but does not
purport to be a complete description of the terms and conditions of the share
exchange agreement and is qualified in its entirety by reference to the share
exchange agreement, which is attached to this document as Appendix A and is
incorporated herein by reference.
Description of the Share Exchange and Consideration
Under the terms of the share exchange agreement, Sycamore will
affiliate with Old National through an exchange of each of the issued and
outstanding shares of common stock of Sycamore for such of the shares of Old
National's common stock equal to the 12.87, subject to adjustment. In connection
with the share exchange, Old National will issue such number of shares of its
common stock as is necessary to complete the share exchange to its wholly-owned
subsidiary, Orange County Bank. Upon completion of the share exchange, the bank
will exchange such shares of Old National for all of the issued and outstanding
shares of common stock of Sycamore.
Under the terms of the share exchange agreement, shareholders of record
of Sycamore on the date of completion of the share exchange will be entitled to
receive 12.87 shares of Old National's common stock for each issued and
outstanding share of common stock owned by the shareholders of Sycamore.
The shares of Old National common stock to be reserved by its
shareholders of Sycamore are subject to adjustment for stock splits, stock
dividends or other recapitalizations of Old National and for changes in the net
worth of Sycamore. If the net worth of Sycamore at the closing of the share
exchange exceeds $1,870,000, then the shareholders of Sycamore will receive
additional shares of Old National common stock equal to the excess amount
divided by the average price of Old National common stock. If the net worth of
Sycamore at the closing of the share exchange is less than $1,850,000, then the
number of shares of Old National common stock received by shareholders of
Sycamore will be reduced by the shortage amount divided by the average price of
Old National common stock.
Expiration of Offer
Completion of the share exchange is conditioned upon Sycamore and each
shareholder of Sycamore executing the share exchange agreement by 12:00 p.m.,
Evansville, Indiana time, on November 29, 1999, at which time the shares of
common stock of Sycamore will be exchanged for the shares of Old National in
accordance with the share exchange agreement.
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Accounting Treatment for the Affiliation
It is anticipated that the affiliation will be accounted for as a
"purchase" transaction. Under this method of accounting, the assets acquired and
liabilities assumed in the acquisition of Sycamore will be recorded at their
estimated fair values, with the excess of the purchase price over the net fair
value recorded as good will which will be amortized against income over fifteen
years using the straight-line method.
Completion Date
Old National anticipates that the share exchange will be completed by
December 31, 1999.
Management, Personnel and Operations after the Affiliation
Upon completion of the share exchange, Sycamore will become a
wholly-owned subsidiary of the bank. The bank is a wholly-owned subsidiary of
Old National. The directors of Sycamore following the share exchange will be
James A. Risinger, John S. Poelker, William R. Britt, Donald T. Scott, Douglas
A. Grim, and Mark S. Williams, until such time as their successors have been
elected. The officers of Sycamore serving at the time the share exchange is
completed will continue as officers of Sycamore until such time as their
successors have been elected.
It is the present intention of Old National that all employees of
Sycamore upon completion of the share exchange will continue as
employees-at-will of Sycamore following such completion, except the shareholders
of Sycamore will sign employment agreements. Neither the share exchange
agreement nor the prospectus or prospectus supplement will create any employment
agreement, commitment or understanding with any employees of Sycamore, create
any agreement, commitment or understanding with respect to employee benefits for
such employees or prohibit or restrict Old National or its subsidiaries from
terminating any employees of Sycamore or changing any of their duties or
responsibilities, except as specifically set forth in an employment agreement.
Interests of Certain Persons in the Affiliation
As a condition to, and concurrently with the execution of, the
agreement, Sycamore will enter into employment agreements with each of the
shareholders of Sycamore. These employment agreements are attached to the share
exchange agreement as exhibits and are required to be signed upon delivery of
the share exchange agreement to the bank.
Dissenters' Rights
The share exchange does not require approval by the shareholders of
Sycamore. As such, the shareholders of Sycamore possess no dissenters' rights in
connection with share exchange.
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Conditions to Closing
As set forth in the share exchange agreement, the obligation of the
bank, Sycamore and each shareholder of Sycamore to consummate the share exchange
is subject to the satisfaction and fulfillment of the following conditions at or
prior to the closing of the share exchange:
o Each of the representations and warranties of Sycamore and
each shareholder of Sycamore contained in the share exchange
agreement must be true and correct at the closing of the share
exchange;
o Each of the representations and warranties of the bank
contained in the share exchange agreement must be true and
correct in all material respects at the closing of the share
exchange;
o Each of the covenants and agreements of Sycamore and each
shareholder of Sycamore must have been fulfilled or complied
with from the date of the share exchange agreement through the
closing of the share exchange;
o Each of the covenants and agreements of the bank must have
been fulfilled or complied with in all material respects from
the date of the share exchange agreement through the closing
of the share exchange;
o The bank must have received from Sycamore and each shareholder
of Sycamore, and Sycamore and each shareholder of Sycamore
must have received from the bank, certain items and documents
required by the share exchange agreement to be delivered at
the closing of the share exchange;
o The bank and Sycamore must have received all regulatory
approvals required for the share exchange;
o The Board of Directors of the bank and Sycamore must have
received a written opinion of its legal counsel dated as of
the closing of the share exchange, with respect to the fact
that the merger will be treated as tax-free for U.S. federal
income tax purposes;
o The bank must have registered its shares of common stock to be
issued to shareholders of Sycamore in accordance with the
share exchange agreement with the Securities and Exchange
Commission;
o The bank and Sycamore must have received certain officers'
certificates and other closing documents; and
The conditions to completion of the share exchange, which are more
fully enumerated in the share exchange agreement, are requirements subject to
waiver by the party entitled to the benefit of such conditions.
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Termination of the Share Exchange
The share exchange may be terminated at any time prior to the closing
of the share exchange by written notice delivered by the bank to Sycamore, or by
Sycamore to the bank if the share exchange has not been completed by February
15, 2000 or the respective Boards of Directors of the bank and Sycamore mutually
agree to terminate the share exchange.
The share exchange may be terminated by the bank if:
o the share exchange will not qualify as a tax-free
reorganization under Section 368(a)(l)(B) of the Internal
Revenue Code;
o at any time prior to the closing of the share exchange, bank's
Board of Directors so determines, in the event of either a
breach by Sycamore or any shareholder of Sycamore of any
representation or warranty contained in the share exchange
agreement or a breach by Sycamore or any shareholder of
Sycamore any of the covenants or agreements contained in the
share exchange agreement;
o it reasonably determines that the share exchange has become
impracticable by reason of commencement or threat of any
claim, litigation or proceeding against the bank, Sycamore or
any shareholder of Sycamore, or any director or officer of any
of such entities relating to the share exchange agreement or
the share exchange; or
o there has been a material adverse change in the business,
assets, capitalization, financial condition, prospects or
results of operations of Sycamore as of the closing of the
share exchange as compared to that in existence as of the date
of the share exchange agreement.
The share exchange may be terminated by Sycamore if:
o at any time prior to the closing of the share exchange,
Sycamore's Board of Directors so determines, in the event of
either a material breach by the bank of any representation or
warranty contained in the share exchange agreement or a
material breach by bank of any of the covenants or agreements
contained in the share exchange agreement;
o the share exchange will not qualify as a tax-free
reorganization under Section 368(a)(l)(B) of the Internal
Revenue Code; or
o it reasonably determines that the share exchange has become
impracticable by reason of commencement or threat, by a third
party, of any claim, litigation or proceeding against the
bank, Sycamore or any shareholder of Sycamore, or any director
or officer of any of such entities relating to the share
exchange agreement or the share exchange.
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FEDERAL INCOME TAX CONSEQUENCES
Old National anticipates that the share exchange will constitute a
tax-free reorganization under the Internal Revenue Code, except with respect to
cash received by shareholders of Sycamore for fractional share interests of the
shares received in the share exchange. As a result, shareholders of Sycamore who
receive solely the shares of Old National common stock in exchange for all of
their shares of common stock of Sycamore actually owned by them will not
recognize any gain or loss from the share exchange for federal income tax
purposes. However, a shareholder of Sycamore who receives cash in lieu of a
fractional share interest in the shares will be treated as having received such
fraction of a share of Old National common stock and then as having received
cash in redemption of the fractional share interest, subject to the provisions
of Section 302 of the Internal Revenue Code.
The federal income tax discussion set forth above has not been verified
with the Internal Revenue Service, is included for general information only and
is based upon the federal Internal Revenue Code as in effect on the date of this
document without consideration of any state laws or the particular facts or
circumstances of any shareholder of Sycamore. In addition, a condition to the
share exchange is for the bank to received an opinion of counsel with respect to
the tax matters relating to the share exchange. Shareholders of Sycamore are
urged to consult with their respective tax advisor with respect to all tax
consequences of the share exchange to them, including the effect of federal,
state and local tax laws and any other tax consequences.
CERTAIN INFORMATION REGARDING SYCAMORE
Ownership of Common Stock of Sycamore
The following table sets forth, as of the date of this document,
certain information about each director, executive officer and shareholders of
Sycamore. The number of shares shown as being beneficially owned are those over
which the director, executive officer or shareholder has sole voting and
investment power. The percentage of outstanding shares is based upon 25,900
shares of common stock of Sycamore outstanding as of the date of this document.
Number of Shares Percent of
Name Beneficially Owned Outstanding Shares
- ---- ------------------ ------------------
Donald W. Scott 8,000 30.9%
Douglas A. Grim 8,000 30.9%
Joseph E. Kenworthy 1,100 4.2%
Mark S. Williamson 1,100 4.2%
Donald T. Scott 1,100 4.2%
Douglas A. Grim II 1,100 4.2%
Kevin J. Padget 1,100 4.2%
Patrick J. Carney 1,100 4.2%
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Douglas E. Dreher 1,100 4.2%
Corey D. Potter 1,100 4.2%
Steven L. Danielson 1,100 4.2%
------ -----
25,900 100.0%
Trading Market; Share Prices and Dividends
There is no established public trading market for shares of common
stock of Sycamore and no shares have ever been traded publicly. The following
table sets forth the activity regarding the issuance of shares of Sycamore
common stock since January 1, 1997:
Date Number of Shares Issued Price Per Share
- ---- ----------------------- ---------------
January 1, 1997 2200 $281.00
January 1, 1999 1700 $294.00
The following table sets forth the per share cash dividends paid on
shares of common stock of Sycamore since January 1, 1997:
Payment Date Amount of Dividend
------------ ------------------
February 12, 1997 $ 1.64625
June 6, 1997 $ 14.00
December 29, 1997 $ 18.00
February 12, 1998 $ 0.74
June 29, 1998 $ 18.00
December 30, 1998 $ 26.00
February 11, 1999 $ 0.28675
June 30, 1999 $ 18.00
Description of Capital Stock of Sycamore
The rights of the shareholders of Sycamore are governed by the laws of
the State of Indiana, the state in which Sycamore is incorporated, and by
Sycamore's Articles of Incorporation and ByLaws, as amended. The following
summary of the Sycamore's common stock includes all material features of such
stock but does not purport to be complete and is qualified in its entirety by
reference to Sycamore's Articles of Incorporation and By-Laws. The following
summary should be read in conjunction with the information set forth in the
prospectus under the caption "DESCRIPTION OF CAPITAL STOCK."
Authorized But Unissued Shares. Sycamore's Articles of Incorporation
authorize the issuance of 60,000 shares of common stock, of which 25,900 shares
are outstanding as of the date of this
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document. The remaining authorized but unissued shares of Sycamore's common
stock may be issued upon authorization of the Board of Directors of Sycamore
without prior shareholder approval.
Preemptive Rights. As permitted by Indiana law, Sycamore's Articles of
Incorporation do not provide for preemptive rights to subscribe for any new or
additional shares of common stock or other securities of Sycamore.
Dividend Rights. The holders of Sycamore's common stock are entitled to
dividends and other distributions when, as and if declared by Sycamore's Boards
of Directors out of funds legally available therefor. A dividend may not be paid
if, after giving it effect, (i) Sycamore would not be able to pay its debts as
they become due in the usual course of business, or (ii) Sycamore's total assets
would be less than the sum of its total liabilities plus, unless Sycamore's
Articles of Incorporation permitted otherwise, the amount that would be needed
to satisfy the preferential rights upon dissolution of shareholders whose
preferential rights are superior to those receiving the dividend if Sycamore
were to be dissolved at the time of the dividend.
The amount of dividends, if any, that may be declared by Sycamore
depends upon many factors, including, without limitation, future earnings,
capital requirements, business conditions, the discretion of Sycamore's Board of
Directors and other factors that may be appropriate in determining dividend
policies.
Voting Rights. The holders of the outstanding shares of Sycamore's
common stock are entitled to one vote per share on all matters presented for
shareholder vote. Shareholders of Sycamore do not have cumulative voting rights
in the election of directors.
Indiana law generally requires that mergers, consolidations, sales,
leases, exchanges or other dispositions of all or substantially all of the
assets of a corporation be approved by the affirmative vote of a majority of the
issued and outstanding shares entitled to vote at the shareholders meeting,
subject in each case to provisions in the corporation's articles of
incorporation requiring a higher percentage vote for certain transactions.
Indiana law also requires shareholder approval for most amendments to a
corporation's articles of incorporation, as well as certain other corporate
matters, by a majority vote of shareholders at a meeting at which a quorum is
present (and, in certain cases, a majority of all shares held by any voting
group entitled to vote), unless the corporation's articles of incorporation
require a greater percentage vote.
Sycamore's Articles of Incorporation do not require a super-majority
vote on any matters presented to shareholders.
Dissenters' Rights. The holders of stock of Indiana business
corporations possess dissenters' rights in connection with certain mergers and
other significant corporate actions. Under Indiana law, a shareholder is
entitled to dissent from and obtain payment of the fair value of the
shareholder's
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shares in the event of (i) consummation of a plan of merger, if shareholder
approval is required and the shareholder is entitled to vote thereon, (ii)
consummation of a plan of share exchange by which the shareholder's shares will
be acquired, if the shareholder is entitled to vote thereon, (ii) consummation
of a sale or exchange of all, or substantially all, the property of the
corporation other than in the usual course of business, if the shareholder is
entitled to vote thereon, (iv) approval of a control share acquisition under
Indiana law, and (v) any corporate action taken pursuant to a shareholder vote
to the extent the articles of incorporation, by-laws or a resolution of the
Board of Directors provides that voting or non-voting shareholders are entitled
to dissent and obtain payment for their shares.
The dissenters' rights provisions described above do not apply,
however, to the holders of shares of any class or series with respect to a
merger, share exchange or sale or exchange of property if the shares of that
class or series were registered on a United States securities exchange
registered under the Exchange Act or traded on the National Market System or a
similar market. Because the shares of Sycamore's common stock are not registered
on an exchange or traded on the National Market System or a similar market,
shareholders have the right to assert dissenters' rights in the transactions
listed above. Because of the structure of the share exchange, shareholders of
Sycamore are not entitled to assert dissenters' rights under Indiana law.
Liquidation Rights. In the event of any liquidation or dissolution of
Sycamore, 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 Sycamore's liabilities and any rights of
creditors and holders of shares of Sycamore's preferred stock then outstanding.
Assessment and Redemption. The common stock of Sycamore is not liable
to further assessment. Under Indiana law, Sycamore may redeem or acquire shares
of common stock with funds legally available therefor, and shares so acquired
constitute authorized but unissued shares. Sycamore may not redeem or acquire
shares of its common stock if, after giving such redemption or acquisition
effect, Sycamore would not be able to pay its debts as they become due in the
usual course of business, or Sycamore's total assets would be less than the sum
of its total liabilities plus, unless Sycamore's Articles of Incorporation
permitted otherwise, the amount that would be needed to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights are superior
to those whose stock is being redeemed or acquired if Sycamore were to be
dissolved at the time of the redemption or acquisition.
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