As filed with the Securities and Exchange Commission on
May 10, 2000
Registration No. 333-36164
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OLD NATIONAL BANCORP
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(Exact name of registrant as specified in its charter)
INDIANA 6021
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(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
35-1539838
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(I.R.S. Employer 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 Michael J. Messaglia, Esq.
Counsel Krieg DeVault Alexander &
Old National Bancorp Capehart, LLP
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)
Jeffrey M. Werthan, P.C.
Craig M. Scheer, Esq.
SILVER FREEDMAN & TAFF, LLP
1100 New York Avenue, NW,
Seventh Floor
Washington, DC 20005
(202) 414-6100 (copy to)
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(Name, address, including zip code, and telephone number,
including area code, or agent for service)
Approximate date of commencement of the proposed sale of the securities
to the public:
As soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
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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>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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 21. Exhibits and Financial Statement Schedules.
(a) The following Exhibits are being filed as part of this Registration
Statement:
2 Agreement of Affiliation and Merger (included as Appendix A to
Proxy Statement-Prospectus)
3(i) Articles of Incorporation of the Registrant (incorporated by
reference to Registrant's Registration Statement on Form S-3,
File No. 333-87573, dated September 22, 1999)
3(ii) By-Laws of the Registrant (incorporated by reference to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, File No. 0-10888, dated May 14, 1999)
4 (a) the description of Registrant's common stock contained in its
Current Report on Form 8-K, dated January 6, 1983 and March 1,
2000 (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, as amended on March 1, 2000,
between the Registrant and Old National Bank in Evansville, as
Trustee (incorporated by reference thereto)
*5.01 Opinion of Krieg DeVault Alexander & Capehart, LLP re:
legality
*8.01 Tax Opinion of Krieg DeVault Alexander & Capehart, LLP copy
re: certain federal income tax matters
*10.01 Consulting Agreement, dated December 20, 1999, by and
between Donald P. Weinzapfel and Old National Bancorp
10.02 Material Contracts (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999)
13.01 Permanent Bancorp's Report on Form 10-K/A for the fiscal year
ended March 31, 1999 (incorporated by reference as previously
filed by Permanent Bancorp, File No. 000-23370, dated July 13,
1999)
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13.02 Permanent Bancorp's Report on Form 10-Q, as amended, for the
quarterly period ended December 31, 1999 (incorporated by
reference as previously filed by Permanent Bancorp, File No.
000-2370, dated February 14, 2000)
*21 Subsidiaries of the Registrant
*23.01 Consents of Krieg DeVault Alexander & Capehart, LLP (included
in Opinions of Krieg DeVault Alexander & Capehart, LLP re:
legality at Exhibit 5 and re: certain federal income tax
matters at Exhibit 8)
*23.02 Consent of PricewaterhouseCoopers LLP
*23.03 Consent of Deloitte & Touche, LLP
*23.04 Consent of Arthur Andersen, LLP
*23.05 Consent of Olive LLP
*23.06 Consent of Heathcott & Mullaly, P.C.
*24 Powers of Attorney
*99.01 Form of Proxy
*99.02 Consent of Capital Resources Group, Inc.
* Previously filed by Registrant as an exhibit to this Registration Statement.
(b) Financial Statement Schedules
Not Applicable
(c) Fairness Opinion
Included in Part I as Appendix B to the Proxy
Statement-Prospectus included in this Registration Statement
Item 22. Undertakings.
(a) 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 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.
(b) (1) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
the use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
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(2) The undersigned registrant hereby undertakes that every
prospectus (i) that is filed pursuant to paragraph (b)(1) immediately preceding
or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act,
and is used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for purposes of
determining any liability under the Act, 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.
(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 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.
(d) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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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 May 10, 2000.
OLD NATIONAL BANCORP
By: /s/ JAMES A. RISINGER
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James A. Risinger, 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 May 10, 2000.
Name Title
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/s/ JAMES A. RISINGER Chairman of the Board, Director,
- ------------------------------- President and Chief Executive Officer
James A. Risinger (Chief Executive Officer)
/s/ JOHN S. POELKER Executive Vice President (Chief
- ------------------------------- Financial Officer and Principal
John S. Poelker Accounting Officer)
DAVID L. BARNING* Director
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David L. Barning
RICHARD J. BOND* Director
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Richard J. Bond
ALAN W. BRAUN * Director
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Alan W. Braun
WAYNE A. DAVIDSON* Director
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Wayne A. Davidson
LARRY E. DUNIGAN* Director
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Larry E. Dunigan
DAVID E. ECKERLE* Director
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David E. Eckerle
ANDREW E. GOEBEL* Director
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Andrew E. Goebel
PHELPS L. LAMBERT* Director
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Phelps L. Lambert
RONALD B. LANKFORD* Director
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Ronald B. Lankford
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LUCIEN H. MEIS* Director
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Lucien H. Meis
LOUIS L. MERVIS* Director
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Louis L. Mervis
JOHN N. ROYSE* Director
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John N. Royse
MARJORIE Z. SOYUGENC* Director
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Marjorie Z. Soyugenc
KELLY N. STANLEY* Director
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Kelly N. Stanley
CHARLES D. STORMS* Director
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Charles D. Storms
*By: /s/ JEFFREY L. KNIGHT
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Attorney-in-Fact
Print Name: Jeffrey L. Knight
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