As filed with the Securities and Exchange Commission on February 10, 1999
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
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 Identification No.)
incorporation or organization)
420 MAIN STREET, EVANSVILLE, INDIANA 47708
------------------------------------------
(Address of principal executive offices)
SOUTHERN BANCSHARES, LTD. 1997 STOCK OPTION PLAN
------------------------------------------------
(Full Title of Plan)
JEFFREY L. KNIGHT, ESQ. TIMOTHY M. HARDEN, ESQ.
CORPORATE SECRETARY & GENERAL COUNSEL MICHAEL J. MESSAGLIA, 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)
-----------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share (2) price (2) registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no 125,531 shares $48.50 $6,088,254 $1,692.53
par value
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of additional
shares as may be issuable as a result of anti-dilution provisions contained
in the plan described herein.
(2) Estimated solely for purposes of determining the registration fee in
accordance with rule 457(h) under the Securities Act of 1933, as amended,
on the basis of $48.50 per share, which was the last sale reported for the
Company's Common Stock by the NASDAQ National Market System on February 9,
1999.
<PAGE>
PART I
------
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
- ------- -----------------
The information required by Part I to be contained in this Item is
omitted from this Registration Statement in accordance with the Introductory
Note to Part I of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
- ------- --------------------------------------------------------------
The information required by Part I to be contained in this Item is
omitted from this Registration Statement in accordance with the Introductory
Note to Part I of Form S-8.
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------- ----------------------------------------
The following documents previously filed by Old National Bancorp
(the "Registrant") (SEC File No. 0-10888) with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:
1. Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998.
2. Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
3. Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1997.
4. The description of Registrant's common stock contained in
Registrant's Current Report on Form 8-K, dated January 6,
1983; and 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, as
Trustee.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") following the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or which registers all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be made a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
- ------- --------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------- ---------------------------------------
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ------- ------------------------------------------
The Registrant's Articles of Incorporation provide that the
Registrant will indemnify any person who is or was a director, officer or
employee of the Registrant or of any other corporation for which he is or was
serving in any capacity at the request of the Registrant against all liability
and expense that may be incurred in connection with any claim, action, suit or
proceeding with respect to which such director, officer or employee is wholly
successful or acted in good faith in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Registrant or such other
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. A director, officer
or employee of the Registrant is entitled to be indemnified as a matter of right
with respect to those claims, actions, suits or proceedings where he has been
wholly successful. In all other cases, such director, officer or employee will
be indemnified only if the Board of Directors of the Registrant or independent
legal counsel finds that he has met the standards of conduct set forth above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------- ------------------------------------
Not applicable.
ITEM 8. EXHIBITS.
- ------- ---------
The following exhibits are being filed as part of this Registration
Statement:
Exhibit Number Document
-------------- --------
4.1 (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), (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), (c) Registrant's Articles of
Incorporation (incorporated by reference
thereto), and (d) Registrant's By-laws
(incorporated by reference thereto).
4.2 Southern Bancshares, Ltd. 1997 Stock Option Plan
5 Opinion of Krieg DeVault Alexander & Capehart as
to the legality of the securities being
registered.
23.1 Consent of Krieg DeVault Alexander & Capehart
(included in opinion filed as Exhibit 5 to this
Registration Statement).
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
- ------- -------------
(a) 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, as amended
(the "Securities Act");
<PAGE>
(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;
(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 (a)(1)(i) and (a)(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(a) or 15(d) or the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment 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.
(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.
(b) The undersigned Registrant hereby undertakes 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 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.
(c) 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 Securities Act of 1933 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 an 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Evansville, State of Indiana, on February 10, 1999.
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 on Form S-8 has been signed by the following persons
in the capacities indicated below as of February 10, 1999.
Name Title
- ---- -----
/s/ JAMES A. RISINGER Chairman of the Board, Director and Chief
- ------------------------------- Executive Officer (Chief Executive
James A. Risinger Officer)
/s/ JOHN S. POELKER Senior Vice President (Chief Financial
- ------------------------------- Officer and Principal Accounting Officer)
John S. Poelker
/s/ RONALD B. LANKFORD President and Director
- -------------------------------
Ronald B. Lankford
ALAN W. BRAUN* Director
- -------------------------------
Alan W. Braun
LARRY E. DUNIGAN* Director
- -------------------------------
Larry E. Dunigan
DAVID E. ECKERLE* Director
- -------------------------------
David E. Eckerle
THOMAS B. FLORIDA* Director
- -------------------------------
Thomas B. Florida
PHELPS L. LAMBERT* Director
- -------------------------------
Phelps L. Lambert
<PAGE>
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
------------------
EXHIBIT 4.2
-----------
SOUTHERN BANCSHARES, LTD.
1997 STOCK OPTION PLAN
<PAGE>
Table of Contents
-----------------
Page
SECTION 1.
General Purpose of Plan: Definitions..................... 1
SECTION 2.
Administration............................................ 1
SECTION 3.
Stock Subject to Plan..................................... 2
SECTION 4.
Eligibility............................................... 2
SECTION 5.
Incentive Stock Options................................... 2
SECTION 6.
Amendments and Termination................................ 4
SECTION 7.
Unfunded Status of Plan................................... 4
SECTION 8.
General Provisions........................................ 4
-i-
<PAGE>
SOUTHERN BANCSHARES, LTD.
1997 STOCK OPTION PLAN
SECTION 1. General Purpose of Plan: Definitions
-------------------------------------
The name of this plan is the Southern Bancshares, Ltd. 1997 Stock
Option Plan (the "Plan"). The purpose of the Plan is to enable Southern
Bancshares, Ltd. (the "Company") and its Subsidiaries to retain and attract
directors, executives, and other key employees who contribute to the Company's
success by their ability, ingenuity and industry, and to enable such individuals
to participate in the long-term success and growth of the Company by giving them
a proprietary interest in the Company.
For purposes of the Plan, the following terms shall be defined as set
forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the Committee referred to in Section 2 of
the Plan. If at any time no Committee shall be in office, then
the functions of the Committee specified in the Plan shall be
exercised by the Board.
(c) "Company" means Southern Bancshares, Ltd., a corporation
organized under the laws of the State of Illinois (or any
successor corporation).
(d) "Fair Market Value" means the value of the Stock on a given
date as determined by the Committee.
(e) "Incentive Stock Option" means any Stock Option issued in
accordance with the terms of the Plan.
(f) "Incentive Stock Option Agreement" means the agreement
substantially in the form attached hereto as Exhibit A,
wherein an Incentive Stock Option is awarded to any director,
executive or other key employee of the Company or any
Subsidiary.
(g) "Stock" means the Common Stock, $2.00 par value per share, of
the Company.
(h) "Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company
if each of the corporations (other than the last corporation
in the unbroken chain) owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one
of the other corporations in the chain.
SECTION 2. Administration.
---------------
The Plan shall be administered by a Committee of not less than three
Directors, who shall be appointed by the Board of Directors of the Company and
who shall serve at the pleasure of the Board. The initial Committee shall
consist of Duane Bauman, Gilbert Coleman and Archie Stroup.
The Committee shall have the power and authority to grant Incentive
Stock Options to eligible directors and employees, pursuant to the terms of the
Plan.
In particular, the Committee (subject to the approval of the Board)
shall have the authority:
(i) to select the directors, officers and other key
employees of the Company and its Subsidiaries to whom
Incentive Stock Options may from time to time be
granted hereunder;
-1-
<PAGE>
(ii) to determine whether and to what extent Incentive
Stock Options are to be granted hereunder;
(iii) to determine the number of shares to be covered by
each such award granted hereunder;
(iv) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award
granted hereunder (including, but not limited to, any
restriction on any Incentive Stock Option and/or the
shares of Stock relating thereto); and
(v) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with
respect to an award under this Plan shall be deferred
either automatically or at the election of the
participant.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan.
All decisions made by the Committee pursuant to the provisions of the
Plan shall be subject to the approval of the Board.
SECTION 3. Stock Subject to Plan.
----------------------
The total number of shares of Stock reserved and available for
distribution under the Plan shall be 60,000 shares. Such shares may consist, in
whole or in part, of authorized and unissued shares. If any shares that have
been optioned cease to be subject to options, such shares shall again be
available for distribution in connection with future awards under the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, other change in corporate structure affecting
the Stock, or spin-off or other distribution of assets to shareholders, such
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding options granted under the Plan, as may be determined to
be appropriate by the Committee, in its sole discretion, provided that the
number of shares subject to any award shall always be a whole number.
SECTION 4. Eligibility.
------------
Directors, officers and other key employees of the Company and
Subsidiaries are eligible to be granted Incentive Stock Options under the Plan.
The optionees and participants under the Plan shall be selected from time to
time by the Committee, in its sole discretion, from among those eligible, and
the Committee shall determine, in its sole discretion, the number of shares
covered by each award; provided that the intent of the Plan is to award the
efforts of the participants in creating shareholder value.
SECTION 5. Incentive Stock Options.
------------------------
An Incentive Stock Option shall be granted under the Plan by execution
of an Incentive Stock Option Agreement substantially in the form attached hereto
as Exhibit A. It is understood and agreed that in consideration of the
opportunity to participate in this Plan that each optionee (through the
Incentive Stock Option Agreement) will enter into a covenant not to (i) compete
with, (ii) misappropriate the confidential information of, or (iii) solicit
customers or employees of, the Company and its Subsidiaries. If an optionee
fails to comply with the foregoing obligations, all benefits received by the
optionee under the Plan shall be deemed to be forfeited and all proceeds
received shall be reimbursed to the Company.
-2-
<PAGE>
No Incentive Stock Options shall be granted under the Plan after
November 1, 2002.
Incentive Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem desirable.
(a) Option Price. The option price per share of Stock purchasable
under an Incentive Stock Option shall be determined by the
Committee at the time of grant and shall be equal to the Fair
Market Value of the Stock on that date.
(b) Option Term. The term of each Incentive Stock Option shall be
ten (10) years.
(c) Vesting and Exercisability. Each Incentive Stock Option
granted under the Plan shall vest and be eligible for exercise
in eight annual installments beginning one year after the date
the Incentive Stock Option is granted. For example, a
recipient awarded the option to purchase 80 shares of Stock on
January 30, 1998, would be able to exercise his or her option
by purchasing 10 shares of Stock on or after January 30, 1999,
an additional 10 shares of Stock on or after January 30, 2000,
an additional 10 shares of Stock on or after January 30, 2001,
and so on. As set forth in subsection (b) above, the option
awarded in this example would expire as to any shares of Stock
no purchased before January 30, 2007. The Committee may alter
or waive such installment vesting and exercise provisions at
any time. Notwithstanding the foregoing, any Incentive Stock
Option granted under this Plan shall be exercisable in full,
without regard to any installment vesting and exercise
provisions, within sixty (60) days, prior to the occurrence of
any of the following events: (i) dissolution or liquidation
of the Company other than in conjunction with a bankruptcy of
the Company or any similar occurrence, (ii) any merger,
consolidation, acquisition, separation, reorganization, or
similar occurrence, where the Company will not be the
surviving entity, (ii) the transfer of substantially all of
the assets of the Company or the acquisition of beneficial
ownership of more than 50% of any class of equity security of
the Company.
(d) Method of Exercise. Vested Incentive Stock Options may be
exercised in whole or in part at any time during the option
period upon delivery by the optionee of written notice of
exercise to the Company specifiying the number of shares to be
purchased. Such notice shall be accompanied by payment in
full of the purchase price. No shares of Stock shall be
issued until full payment therefor has been made. An optionee
shall generally have the rights to dividends and other rights
of a shareholder with respect to shares subject to the option
when the optionee has given written notice of exercise and has
paid in full for such shares. Alternatively, an optionee may
request in writing the Company to redeem part or all of his
vested Incentive Stock Options by paying cash to the optionee
in an amount equal to the difference between the option price
and the Fair Market Value of the Stock purchasable under the
Incentive Stock Option at the time of the written request.
(e) Non-Transferability of Options. No Incentive Stock Option
shall be transferable by the optionee, and all Incentive Stock
Options shall be exercisable, during the optionee's lifetime,
only by the optionee.
(f) Termination by Death. If an optionee's employment by the
Company and any Subsidiary terminates by reason of death, then
these Incentive Stock Options that would vest within the next
year shall immediately vest but all other unvested Incentive
Stock Options shall expire. Any vested Incentive Stock Option
shall be exercisable for a period of one year after the date
of death.
-3-
<PAGE>
(g) Other Termination. If an optionee's employment by the Company,
any Subsidiary or parent corporation terminates for any reason
other than the death of the optionee, all unvested Incentive
Stock Options shall expire, and all vested Incentive Stock
Options shall be exercisable for a period of three months
after the date of termination.
(h) Redemption at Request of Committee. Notwithstanding anything
to the contrary contained herein, the Committee may, at any
time, redeem any vested Incentive Stock Options issued under
this Plan by payment to the holder thereof of the difference
between the option price and the Fair Market Value of the
Company's Stock at the time of redemption. Similarly, the
Company, at any time, may redeem any Stock purchased by an
optionee under this Plan by payment to the optionee of the
Fair Market Value of the Stock.
SECTION 6. Amendments and Termination.
---------------------------
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made (i) which would impair the rights
of an optionee or participant under an Incentive Stock Option theretofore
granted, without the participant's consent.
The Committee may amend the terms of any award or Incentive Stock
Option theretofore granted, prospectively or retroactively, but, except as set
forth in Section 3 above, no such amendment shall impair the rights of any
holder without his consent. The Committee may also substitute new Incentive
Stock Options for previously granted stock options, including previously granted
stock options having higher exercise prices.
SECTION 7. Unfunded Status of Plan
-----------------------
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or an optionee by the Company, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock, or payments in lieu of or with respect
to awards hereunder, provided, however, that the existence of such trusts or
other arrangements is consistent with the unfunded status of the Plan.
SECTION 8. General Provisions.
-------------------
(a) The Committee will require each person purchasing shares
pursuant to an Incentive Stock Option under the Plan to
represent to and agree with the Company in writing, as set
forth in the Incentive Stock Option Agreement, that the
optionee is acquiring the shares without a view to
distribution thereof. The certificates for such shares may
include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.
(b) Nothing contained in this Plan shall prevent the Board of
Directors from adopting other or additional compensation
arrangements, and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption
of the Plan shall not confer upon any employee of the Company
or any Subsidiary any right to continued employment with the
Company or a Subsidiary, as the case may be, nor shall it
interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its employees
at any time.
(c) Each participant shall, no longer that the date as of which
any part of the value of an award first becomes includable a
compensation in the gross income of the participant for
-4-
<PAGE>
federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment
of, any federal, state, or local taxes of any kind required by
law to be withheld with respect to the award. The obligations
of the Company under the Plan shall be conditional on such
payment or arrangements and the Company and Subsidiaries
shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise
due to the participant.
-5-
EXHIBIT 5
---------
February 10, 1999
Board of Directors
Old National Bancorp
420 Main Street
Evansville, Indiana 47708
Re: Registration Statement on Form S-8
Gentlemen:
We have represented Old National Bancorp ("ONB") in connection with the
preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, shares of
the ONB's common stock, no par value (the "Shares"). The Shares will be offered
and issued upon the terms and subject to the conditions set forth in the
Southern Bancshares, Ltd. 1997 Stock Option Plan (the "Plan").
In connection with this opinion, we have reviewed and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
the Articles of Incorporation of ONB, as amended, the ByLaws of ONB, the Plan
and such other documents and information as we have, in our judgment, deemed
relevant.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares
will, when issued in accordance with the terms of the Plan, 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, subject to
the subsequent paragraph hereof, delivered or disclosed to, in whole or in part,
any other person, entity or governmental authority without, in each instance,
the prior written consent of this firm.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ KRIEG DEVAULT ALEXANDER & CAPEHART
--------------------------------------
KRIEG DEVAULT ALEXANDER & CAPEHART
EXHIBIT 23.1
------------
CONSENT OF COUNSEL
The consent of Krieg DeVault Alexander & Capehart is included in its
opinion attached to this Registration Statement as Exhibit 5.
EXHIBIT 23.2
------------
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 20, 1998
included in Old National Bancorp's Form 10-K for the year ended December 31,
1997 and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
February 10, 1999
EXHIBIT 24
----------
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker 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 Registrant with respect to the Southern
Bancshares, Ltd. 1997 Stock Option 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 Registrant 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: February 10, 1999
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker 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 Registrant with respect to the Southern
Bancshares, Ltd. 1997 Stock Option 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 Registrant 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: February 10, 1999
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker 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 Registrant with respect to the Southern
Bancshares, Ltd. 1997 Stock Option 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 Registrant 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: February 10, 1999
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker 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 Registrant with respect to the Southern
Bancshares, Ltd. 1997 Stock Option 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 Registrant 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: February 10, 1999
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker 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 Registrant with respect to the Southern
Bancshares, Ltd. 1997 Stock Option 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 Registrant 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: February 10, 1999
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as her true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on her 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 Registrant with respect to the Southern
Bancshares, Ltd. 1997 Stock Option 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 Registrant 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 her hand as of the
day and year indicated below.
/s/ MARJORIE Z. SOYUGENC
-------------------------------
DIRECTOR
Marjorie Z. Soyugenc
-------------------------------
Printed Name
Dated: February 10, 1999
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker 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 Registrant with respect to the Southern
Bancshares, Ltd. 1997 Stock Option 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 Registrant 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: February 10, 1999
