As filed with the Securities and Exchange Commission on October 6, 2000
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OLD NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
INDIANA 35-1439838
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
420 Main Street, Evansville, Indiana 47708, (812) 464-1434
-------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
(Agent for Service) (Copy to)
Jeffrey L. Knight, Esq. Timothy M. Harden, Esq.
Corporate Secretary & General Counsel Nicholas J. Chulos, Esq.
Old National Bancorp Krieg DeVault Alexander & Capehart, LLP
420 Main Street One Indiana Square, Suite 2800
Evansville, Indiana 47708 Indianapolis, Indiana 46204-2017
(812) 464-1363 (317) 636-4341
Approximate date of commencement of proposed sale to the public: From time to
time or at one time after the effective date of the Registration Statement. If
the only securities being registered on this Form are to be 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 [ ].
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class of Proposed maximum offering Proposed maximum aggregate Amount of
securities to be registered Amount to be registered price per unit (1) offering price (2) registration fee (2)
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $30.00 $30,000,000 $7,920.00
==================================================================================================================================
</TABLE>
(1) Assumes the average of the bid and asked prices of Old National Bancorp
common stock as reported on the Nasdaq National Market System as of a specified
date within five (5) business days prior to the date of filing the registration
statement.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the rules and regulations under the Securities Act of
1933, as amended. 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, as amended, or until this
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed.
We may not sell these securities until the Registration Statement filed with the
SEC becomes effective. This prospectus is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
PROSPECTUS
OLD NATIONAL BANCORP
1,000,000 SHARES OF COMMON STOCK
This prospectus covers 1,000,000 shares of the no par value common
stock of Old National Bancorp, a bank holding company organized and existing
under the laws of the State of Indiana. We may offer and issue the shares from
time to time in the event we acquire, directly or indirectly, the business,
assets or stock, or interests related to such business, assets or stock, of
unaffiliated corporations or other entities. We anticipate that the businesses
will involve companies or entities engaged in activities related to banking, but
will not involve banks or savings associations. We may sell up to 1,000,000
shares of our common stock pursuant to this prospectus.
We intend to use the shares to represent the price paid by us to the
owners of the businesses we intend to acquire. If and when we acquire the
businesses and we issue shares covered by this prospectus, the specific terms of
each acquisition will be determined by direct negotiations between us and the
owners or controlling persons of the businesses. In this respect, the shares
issued in connection with each acquisition will be based upon the closing prices
of our common stock as reported on the Nasdaq National Market System either at
or about the time we acquire the businesses or at or about the time we issue the
shares. Each time we acquire a business and issue shares covered by this
prospectus, we will provide a separate prospectus supplement, which will
accompany this prospectus. The prospectus supplement will describe the specific
prices, amounts and terms of the shares being offered.
Our common stock is traded on the Nasdaq National Market System. As of
June 30, 2000, we had approximately 55,400,000 issued and outstanding shares of
common stock. The per share closing price of the common stock as reported on the
Nasdaq National Market System was $30.00 on October 3, 2000.
We will pay no underwriting discounts or commissions in connection with
the issuance of the shares pursuant to this prospectus. All expenses of this
offering will be paid by us. Our executive offices are located at 420 Main
Street, Evansville, Indiana 47708. Our telephone number is (812) 464-1434.
These securities are not savings or deposit accounts or other obligations of a
bank and are not insured by the FDIC or any other governmental agency.
These securities have not been approved or disapproved by the SEC or any state
securities commission nor has the SEC 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 _____, 2000
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ABOUT THIS PROSPECTUS
This document is called a prospectus. To understand the terms of the
securities offered by this prospectus, you should carefully read this prospectus
with the prospectus supplement that we will provide. This prospectus and the
prospectus supplement, together, give the specific terms of the securities that
we will offer when we acquire the businesses. You should also read the documents
referred to under the heading "Where You Can Find More Information" for
information on Old National Bancorp and its financial statements. Our principal
offices are located at 420 Main Street, Evansville, Indiana 47708 (Telephone:
812-464-1434).
Old National Bancorp, which is also referred to as "Old National", "us"
or "we", filed a registration statement with the SEC under a "shelf"
registration procedure. Under this procedure, we may offer and sell, from time
to time up to 1,000,000 shares of our common stock.
This prospectus provides you with a general description of the
securities we may offer each time we acquire a business. Each time we acquire a
business and offer the shares issued pursuant to this prospectus, we will
provide a prospectus supplement with the prospectus that will describe the
specific amounts, prices and terms of the shares being offered. The prospectus
supplement may also add, update or change information contained in this
prospectus.
The prospectus supplement may also contain information about any
relevant United States federal income tax considerations relating to the shares
covered by this prospectus and the prospectus supplement.
FORWARD-LOOKING STATEMENTS
This prospectus (including information contained in an accompanying
prospectus supplement and information we include or incorporate into this
prospectus) contains certain forward-looking statements with respect to our
financial condition, results of operations, plans, objectives, future
performance and business, followed by or that include the words "believes,"
"expects," "anticipates," "estimates" or similar expressions. These
forward-looking statements involve certain risks and uncertainties. Actual
results may differ materially from those contemplated by such forward-looking
statements due to, among others, the following factors:
o expected cost savings from our acquisitions may not be fully
realized or realized within the expected time frame;
o revenues following our acquisitions may be lower than expected,
or deposit attrition, operating costs or customer loss and
business disruption following our acquisitions may be greater
than expected;
o competitive pressures among depository and other financial
institutions may increase significantly;
o changes in the interest rate environment may reduce margins;
o general economic or business conditions, either nationally or in
the states in which we are doing business, may be less favorable
than expected resulting in, among other things, a deterioration
in credit quality or a reduced demand for credit;
o legislative or regulatory changes may adversely affect the
businesses in which we are engaged;
o technological changes may be more difficult or expensive than
anticipated; and
o changes may occur in the securities markets.
We caution you that any such forward-looking statements are not
guarantees of future performance and involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to differ materially from the future results, performance
achievements we have anticipated in such forward-looking statements.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act, which governs the registration and distribution of
securities. The Form S-3, including the attached exhibits and schedules,
contains additional
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relevant information about us and our securities. The rules and regulations of
the SEC allow us to omit certain information included in the Form S-3 from this
prospectus.
In addition, we file reports, proxy statements and other information
with the SEC under the Securities Exchange Act. You may read and copy this
information at the following locations of the SEC:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of that site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to other documents we previously filed with the SEC. If you
request, we will provide you with any information we incorporate into this
prospectus. Such information is available without charge to each person to whom
we deliver a prospectus. Your request should be made, in writing, to Jeffrey L.
Knight, Corporate Secretary and General Counsel, Old National Bancorp, 420 Main
Street, P.O. Box 718, Evansville, Indiana 47705. In order to assure that we
timely deliver the incorporated information to you, your request should be made
at least five days prior to the date on which your final investment decision is
to be made.
The following documents we previously filed (SEC File No. 0-10888) with
the SEC contain important information about us and are incorporated by reference
in this Registration Statement:
o Old National's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
o Old National's Annual Report to Shareholders for the fiscal year
ended December 31, 1999;
o Old National's Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000;
o Old National's Report on Form 8-K filed on April 19, 2000; and
o The description of Old National's common stock contained in its
Current Report on Form 8-K, dated January 6, 1983, and the
description of Old National's Preferred Stock Purchase Rights
contained in Registrant's Form 8-A, dated March 1, 1990, as
amended on March 1, 2000, including the Rights Agreement, dated
March 1, 1990, as amended on March 1, 2000, between Old National
and Old National Bank in Evansville, as Trustee.
All reports and documents we file with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of the offering of the shares will be
deemed to be incorporated by reference into this prospectus and to be made a
part of this prospectus from the date of filing such reports or documents. The
information incorporated by reference is considered to be a part of this
prospectus, except for any information that is superseded by information that is
included directly in this document or in a later document that is also
incorporated by reference.
No person is authorized to give any information or to make any
representation other than those contained or incorporated by reference in this
prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized. This prospectus does not constitute an
offer to sell or a solicitation of an offer to purchase any of the securities
offered by this prospectus in any jurisdiction to any person to whom it would be
unlawful
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to make such offer or solicitation of an offer in such jurisdiction. Neither the
delivery of this prospectus nor any distribution of the shares at any time will,
under any circumstances, create any implication that there has been no change in
our affairs as of the date of this prospectus or that the information contained
in this prospectus is correct as of any time subsequent to the date of this
prospectus.
OLD NATIONAL BANCORP
We are a multi-bank holding company that operates 149 banking offices
and 249 ATM locations in Indiana, Illinois, Kentucky, Ohio and Tennessee through
our bank subsidiaries. These banks provide a wide range of financial services,
including:
o commercial, consumer and real estate loans;
o deposit products;
o leasing;
o letters of credit; and
o safe deposit facilities.
We also own nonbank subsidiaries which provide additional financial
services incidental to its operations, including:
o securities brokerage services;
o fiduciary and trust services;
o investment services; and
o issuance and reinsurance of credit life, accident,
health, life, property and casualty insurance.
We were incorporated in 1982 in the State of Indiana. Since 1985, we
have acquired more than 40 financial institutions. We continue to explore
opportunities to acquire banks, savings associations and nonbank companies and
are currently reviewing and analyzing potential acquisitions, as well as
engaging in discussions or negotiations concerning potential acquisitions. It is
possible that none of these discussions or negotiations will result in
definitive agreements or consummated acquisitions.
Our principal activity is to own, manage and supervise our bank and
non-bank subsidiaries. The primary source of the our revenue is dividends and
fees received from our subsidiaries. There are various legal limitations on the
extent to which our subsidiary banks may finance, pay dividends to or otherwise
supply funds to us.
USE OF PROCEEDS
This prospectus relates to shares that we may offer and issue from time
to time in connection with the acquisition of the businesses. Other than the
businesses acquired, we will receive no proceeds as a result of the offerings of
shares under this prospectus.
REGULATORY MATTERS
General
As a bank holding company, we are subject to regulation, supervision
and examination by the Board of Governors of the Federal Reserve System under
the Bank Holding Company Act of 1956, as amended. For a discussion of certain
material elements of the regulatory framework applicable to bank holding
companies and their subsidiaries and certain specific information relevant to
us, see our annual report on Form 10-K for the fiscal year ended December 31,
1999 which is incorporated by reference into this prospectus.
This regulatory framework is intended primarily for the protection of
depositors and the federal deposit insurance funds and not for the protection of
security holders or creditors. The various government rules, regulations and
requirements that apply to us impact our business and activities. A change in
applicable statutes, rules, regulations and requirements that apply to
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us impact business and activities may have a material effect on our business and
earnings. In addition, our business and earnings are affected by general
economic conditions, legislation and actions of regulatory authorities.
Under policy of the Federal Reserve, a bank holding company is expected
to act as a source of financial strength for its bank subsidiaries and to commit
resources to support such banks. As a result, the Federal Reserve may require us
to commit resources to our bank subsidiaries.
DESCRIPTION OF CAPITAL STOCK
After we acquire a business, the rights of the owners of the businesses
who acquire shares offered by this prospectus will be governed by the laws of
the State of Indiana, the state in which we are incorporated, and by our Amended
and Restated Articles of Incorporation and By-Laws, as amended. Our Articles of
Incorporation include provisions which may have the effect of making take-overs
of us more difficult, including:
o anti-takeover measures;
o the vote required for the amendment of significant
provisions of our Articles of Incorporation; and
o the approval of significant corporate transactions.
The following discussion regarding our common stock includes all
material features of the shares, but does not purport to be complete and is
qualified in its entirety by reference to our Articles of Incorporation and
By-Laws.
Authorized But Unissued Shares
Our Articles of Incorporation authorize us to issue up to 150,000,000
shares of our common stock, of which approximately 55,400,000 million shares
were outstanding as of June 30, 2000. The remaining authorized but unissued
shares of our common stock may be issued upon authorization of our Board of
Directors without the prior approval of our shareholders. We have 2,000,000
shares of preferred stock authorized. These shares are available to be issued,
without the prior approval of our shareholders, in classes with relative rights,
privileges and preferences determined for each class by our Board of Directors.
No shares of preferred stock are presently outstanding.
Our Board of Directors has authorized a series of preferred stock
designated as Series A preferred stock. Our Board of Directors has designated
200,000 shares of Series A preferred stock in connection with our shareholder
rights plan. Our Series A preferred stock may not be issued except upon exercise
of certain rights pursuant to such shareholder rights plan. No shares of Series
A preferred stock have been issued as of the date of this prospectus. See
"Anti-Takeover Provisions -- Old National Series A Preferred Stock and
Shareholder Rights Plan" below.
As of June 30, 2000, we had approximately 500,000 shares of our common
stock reserved for issuance under our Stock Purchase and Discounted Dividend
Reinvestment Plan and 332,000 shares of our common stock reserved for issuance
upon exercise of stock options outstanding as of June 30, 2000.
The issuance of additional shares of our common stock or, depending on
its terms (such as convertibility to common stock), the issuance of our
preferred stock may adversely affect holders of our common stock by diluting
their voting and ownership interests.
Preemptive Rights
As permitted by Indiana law, our Articles of Incorporation do not
provide for preemptive rights to subscribe for any new or additional shares of
our common stock or other securities. Preemptive rights may be granted to our
shareholders if our Articles of Incorporation are amended to permit such rights.
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Dividend Rights
Our shareholders are entitled to dividends and other distributions
when, as and if declared by their respective boards of directors out of funds
that are legally available. We may not pay a dividend if, after giving effect to
the dividend:
o we would not be able to pay its debts as they become due in the
usual course of business, or
o our total assets would be less than the sum of its total
liabilities plus, unless our 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 we were to be dissolved at the time of the dividend.
The amount of dividends, if any, that we may declare in the future will
necessarily depend upon many factors, including, without limitation, future
earnings, capital requirements, business conditions and capital levels of
subsidiaries (since we are primarily dependent upon dividends paid by our
subsidiaries for our revenues), the discretion of our Board of Directors and
other factors that may be appropriate in determining dividend policies.
Our national affiliate banks, including Old National Bank, our lead
bank, and our Indiana-chartered affiliate bank may pay cash dividends on its
common stock only out of adjusted retained net profits for the year in which the
dividend is paid and the two preceding years.
Dividends paid by our Tennessee-chartered affiliate bank is limited by
Tennessee law to the undivided profits of such affiliate bank. However, prior to
the declaration of any dividend, such affiliate bank must have made all required
allocations to reserves for losses or contingencies. In addition, the approval
of the Tennessee Department of Financial Institutions is required if the total
dividends declared by such affiliate bank in any year exceed the total of its
net income for that year combined with its retained net income of the preceding
two years.
Affiliate banks will ordinarily be restricted to a lesser amount than
is legally permissible because of the need for the banks to maintain adequate
capital consistent with the capital adequacy guidelines promulgated by the
banks' principal federal regulatory authorities. If a bank's capital levels are
deemed inadequate by the regulatory authorities, payment of dividends to its
parent holding company may be prohibited without prior regulatory approval. None
of our affiliate banks are currently subject to such a restriction.
Voting Rights
The holders of the outstanding shares of our common stock are entitled
to one vote per share on all matters presented for shareholder vote. Our
shareholders do not have cumulative voting rights in the election of directors.
Under cumulative voting, the number of shares a shareholder is entitled to vote
is multiplied by the number of directors to be elected to our Board of
Directors, which number represents the number of votes a shareholder may cast at
such election. A shareholder may cast all his or her votes for one candidate or
distribute them among any two or more candidates. The absence of cumulative
voting rights in the election of directors may make it more difficult for a
minority shareholder to elect a nominee as a director.
Our By-Laws provide that the holders of a majority of the outstanding
shares entitled to vote shall constitute a quorum at a meeting of shareholders.
Our By-Laws further provide that unless a greater vote is required under Indiana
law, our Articles of Incorporation or By-Laws, the affirmative vote of the
holders of a majority of the voting power present will decide any matter before
the shareholders (except the election of directors, which is determined by a
plurality of the votes cast).
Indiana law requires that mergers, consolidations and 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 outstanding
shares entitled to vote at the shareholders meeting, subject in each case to
provisions in the corporation's articles or certificate of incorporation
requiring a higher percentage vote for certain transactions. Our Articles of
Incorporation provide that certain business combinations may, under certain
circumstances, require approval of more than a simple majority of the issued and
outstanding shares of common stock.
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Amendments to Articles of Incorporation and By-Laws
Indiana law generally requires shareholder approval by a majority of a
quorum present at a shareholders' meeting (and, in certain cases, a majority of
all shares held by any voting group entitled to vote) for amendments to a
corporation's articles of incorporation. Indiana law permits a corporation in
its articles or certificate of incorporation to prescribe a higher shareholder
vote for certain amendments. Our Articles of Incorporation require a
super-majority shareholder vote of 80% of the outstanding shares of common stock
for the amendment of certain significant provisions.
Our Articles of Incorporation and By-Laws provide that our By-Laws may
be amended only by our Board of Directors.
Special Meetings of Shareholders
Our Articles of Incorporation provide that a special meeting of
shareholders may be called by the Board of Directors, the President or the
holders of at least one-fourth of the shares outstanding.
Number of Directors and Term of Office
Our By-Laws provide that the number of directors shall be set by our
Board of Directors and shall be at least 12 and no more than 24. Currently we
have 16 members on our Board of Directors. Our Board of Directors is not divided
into classes; the entire Board of Directors is elected annually. The absence of
a classified board means that a majority of our directors could be replaced at a
single annual shareholders' meeting.
Removal of Directors
Our By-Laws provide that any director or all of our directors may be
removed, with or without cause, at a meeting of shareholders upon the vote of
the holders of at least a majority of the outstanding shares entitled to vote in
the election of directors.
Dissenters' Rights
Shareholders of Indiana 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 shares in the event of:
o consummation of a plan of merger, if shareholder approval is
required and the shareholder is entitled to vote on the plan;
o consummation of a plan of share exchange by which the
shareholder's shares will be acquired, if the shareholder is
entitled to vote on the plan;
o 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 on the sale or
exchange;
o approval of a "control share acquisition" under Indiana law; and
o 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 any
transaction described above 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 Nasdaq National Market System. As of the date of this
prospectus, shares of our common stock are traded on the Nasdaq National Market
System and, therefore, our shareholders presently are not entitled to assert
dissenters' rights under Indiana law with respect to any of the transactions
discussed above.
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Liquidation Rights
In the event of any liquidation or dissolution of us, the holders of
shares of our 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 our liabilities and any rights of creditors and holders of
shares of our preferred stock then outstanding.
Redemption and Assessment
Under Indiana law, shares of our common stock are not liable to further
assessment. We may redeem or acquire shares of our common stock if we have
legally available funds to redeem such shares. The shares we acquire through
redemption constitute authorized but unissued shares. We may not redeem or
acquire shares of our common stock if, after giving such redemption or
acquisition effect, we would not be able to pay our debts as they become due in
the usual course of business, or our total assets would be less than the sum of
its total liabilities plus, unless our 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 we were to be dissolved at the time
of the redemption or acquisition.
Resale of Old National Common Stock
Shares of our common stock to be issued pursuant to this prospectus
have been registered under the Securities Act. Such shares may be traded freely
and without restriction by those shareholders not considered to be affiliates
(as that term is defined by the Securities Act) of the businesses we acquire.
However, shares held by any person who is an affiliate of the businesses we
acquire at the time the plan of affiliation is submitted for a vote at the
shareholder meeting will, under existing law, require:
o the further registration under the Securities Act of the shares
of our common stock to be transferred;
o compliance with Rule 145 promulgated under the Securities Act,
which permits limited sales in certain circumstances; or
o the availability of another exemption from registration.
An "affiliate" of the businesses we acquire is a person who directly,
or indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, the businesses. These restrictions are expected to
apply to the directors and executive officers of such businesses and the holders
of 10% or more of the common stock of such businesses. The same restrictions
apply to certain relatives or the spouse of those persons and any trusts,
estates, corporations or other entities in which those persons have a 10% or
greater beneficial or equity interest. We will give stop transfer instructions
to the transfer agent with respect to the shares of common stock of the
businesses to be received by persons subject to these restrictions, and the
certificates for their shares may contain a legend indicating the resale
restrictions.
This is only a general statement of certain restrictions regarding the
sale or transfer of our shares of common stock to be issued in the acquisition
of the businesses. Therefore, those shareholders of the businesses who may be
deemed to be affiliates should consult with their legal counsel regarding the
resale restrictions that may apply to them.
Anti-Takeover Provisions
The anti-takeover measures that apply to us (see below) may have the
effect of discouraging or rendering it more difficult for a person or other
entity to acquire control of us. These measures may have the effect of
discouraging certain tender offers for shares of our common stock which might
otherwise be made at premium prices or certain other acquisition transactions
which might be viewed favorably by a significant number of shareholders.
Old National-Indiana Business Corporation Law. Under the business
combinations provision of the Indiana Business Corporation Law, any 10%
shareholder of an Indiana corporation with a class of voting shares registered
under Section 12 of the Exchange Act, such as we, or which has specifically
adopted this provision in the corporation's articles of incorporation, is
prohibited for a period of five years from completing a business combination
(generally a merger, significant asset sale or
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disposition or significant issuance of additional shares) with the corporation
unless, prior to the acquisition of such 10% interest, the board of directors of
the corporation approved either the acquisition of such interest or the proposed
business combination. If such board approval is not obtained, then five years
after a 10% shareholder has become such, a business combination with the 10%
shareholder is permitted if all provisions of the articles of incorporation of
the corporation are complied with and either a majority of disinterested
shareholders approve the transaction or all shareholders receive a price per
share determined in accordance with the fair price criteria of the business
combinations provision of the Indiana Business Corporation Law.
An Indiana corporation may elect to remove itself from the protection
provided by the Indiana business combinations provision through an amendment to
its articles of incorporation approved by a majority of the outstanding shares
not held by the 10% shareholder; however, such an election remains ineffective
for 18 months after the amendment and does not apply to a combination with a
shareholder who acquired a 10% ownership position prior to the effective time of
the election. We are subject to the business combinations provision of Indiana
law. The constitutional validity of the business combinations provision of the
Indiana Business Corporation Law has in the past been challenged and has been
upheld by the United States Supreme Court.
In addition to the business combinations provision, the Indiana
Business Corporation Law also contains a "control share acquisition" provision
which, although different in structure from the business combinations provision,
may have a similar effect of discouraging or making more difficult a hostile
takeover of an Indiana corporation. This provision also may have the effect of
discouraging premium bids for outstanding shares. Under the control share
acquisition provision, unless otherwise provided in the corporation's articles
of incorporation or by-laws, if a shareholder acquires shares of the
corporation's voting stock (referred to as control shares) within one of several
specified ranges (one-fifth or more but less than one-third, one-third or more
but less than a majority, or a majority or more), approval by shareholders of
the control share acquisition must be obtained before the acquiring shareholder
may vote the control shares. If such approval is not obtained, the shares held
by the acquiror will be redeemed by the corporation at the fair value of the
shares as determined by the control share acquisition provision.
The control share acquisition provision does not apply to a plan of
affiliation and merger or share exchange, if the corporation complies with the
applicable merger provisions and is a party to the plan of merger or plan of
share exchange. We are subject to the control share acquisition provision.
Old National's Articles of Incorporation. In addition to the
protections provided by the Indiana Business Corporation Law, our Articles of
Incorporation require the affirmative vote of the holders of at least 80% of the
outstanding shares of capital stock for any business combination which is not
recommended by the vote of two-thirds or more of the members of our Board of
Directors. For purposes of our Articles of Incorporation, "business combination"
is defined to include:
o a merger or consolidation of us with or into any other
corporation;
o any sale, lease, exchange or other disposition of any material
part of our assets; or
o any liquidation or dissolution of us or any of our material
subsidiaries. Further, this provision cannot be altered, amended
or repealed without the affirmative vote of the holders of at
least 80% of the issued and outstanding shares of our common
stock entitled to vote thereon.
Our Articles of Incorporation also include provisions requiring:
o the Board of Directors to consider non-financial factors in the
evaluation of business combinations and tender or exchange
offers, such as the social and economic effects on employees,
customers, creditors and the communities in which we operate; and
o any person acquiring 15% of our then issued and outstanding stock
to pay equal consideration in connection with the acquisition of
any further shares. These provisions require an 80% affirmative
vote of the outstanding shares of our common stock entitled to
vote thereon in order to be amended or repealed.
Old National Preferred Stock. The shares of our Series A preferred
stock are nonredeemable and, unless otherwise provided in connection with the
creation of a subsequent series of preferred stock, are subordinate to all other
series of our preferred stock. Each share of our Series A preferred stock will
be entitled to receive, when, as and if declared, a quarterly dividend in an
amount equal to the greater of $1.00 per share or 100 times the quarterly cash
dividend declared on our common
9
<PAGE>
stock. In addition, our Series A preferred stock is entitled to 100 times any
non-cash dividends (other than dividends payable in equity securities) declared
on our common stock, in like kind. In the event of liquidation, the holders of
our Series A preferred stock will be entitled to receive a liquidation payment
in an amount equal to the greater of $100.00 per share or 100 times the
liquidation payment made per share of our common stock. Each share of our Series
A preferred stock will have 100 votes, subject to adjustment, voting together
with our common stock and not as a separate class unless otherwise required by
law or our Articles of Incorporation. In the event of any merger, consolidation
or other transaction in which common shares are exchanged, each share of our
Series A preferred stock will be entitled to receive 100 times the amount
received per share of our common stock. The rights of our Series A preferred
stock as to dividends, voting rights and liquidation are protected by
antidilution provisions.
Old National's Shareholder Rights Plan. On January 25, 1990, our Board
of Directors declared a dividend of one (1) right for each issued and
outstanding share of our common stock. The dividend was payable on March 15,
1990 to holders of record of our common stock at the close of business on March
1, 1990. Each right entitles the registered holder to purchase from us
one-hundredth (1/100) of a share of our 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 us and Old National Bank in
Evansville, as rights agent.
The foregoing information concerning our shareholder rights plan does
not purport to be complete. For additional information, see the rights
agreement, dated March 1, 1990, between us and Old National Bank in Evansville,
as Trustee, which is specifically incorporated herein by reference.
Director Liability
Under Indiana law, a member of our Board of Directors will not be
liable to shareholders for any action taken as a director, or any failure to
take any action, unless:
o 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
o such breach or failure to perform constitutes willful misconduct
or recklessness.
Director Nominations
Our By-Laws require that all nominations for election as directors to
our Board of Directors shall be made by our Board of Directors in accordance
with the By-Laws. Under the By-Laws, the Nominating Committee of our Board of
Directors is required to submit to the entire Board of Directors its
recommendation of nominees for election as directors of Old National prior to
each annual or special meeting of shareholders at which directors will be
elected.
The Nominating Committee is comprised of four (4) of our directors,
none of whom is an officer or employee of Old National. The Nominating Committee
maintains the responsibility to recruit potential director candidates, recommend
changes to the entire Board of Directors concerning the size, composition and
responsibilities of the Board of Directors, review proxy documents received from
shareholders relating to the Board of Directors and review suggestions of
shareholders regarding nominees for election as directors. All such suggestions
of shareholders with respect to director nominations must be submitted in
writing to the Nominating Committee not less than 120 days prior to the date of
the annual or special meeting of shareholders at which directors will be
elected.
Indemnification of Directors, Officers and Employees
As permitted under Indiana law, our Articles of Incorporation provide
that we may indemnify any person who is or was a director, officer or employee
of Old National or of any other corporation as to which such person is or was
serving in any capacity at the request of us 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 the person reasonably believed to be in, or no
opposed to, our best interests or such other corporation and, with respect to
any
10
<PAGE>
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. A director, officer or employee of Old National is
entitled to be indemnified as a matter of right with respect to those claims,
actions, suits or proceedings where the person has been wholly successful. In
all other cases, such director, officer or employee will be indemnified only if
our Board of Directors, certain directors of Old National or independent legal
counsel determines to so indemnify any director, officer or employee provided
that the person has met the standards of conduct set forth above.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the applicable provisions of our Articles of Incorporation, we have been
informed that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
LEGAL MATTERS
Certain legal matters relating to the shares will be passed upon for us
by Krieg DeVault Alexander & Capehart, LLP, One Indiana Square, Suite 2800,
Indianapolis, Indiana 46204.
11
<PAGE>
EXPERTS
Our consolidated financial statements incorporated into this document
have been audited by PricewaterhouseCoopers LLP, independent accountants, as of
and for the year ended December 31, 1999 and Arthur Andersen, LLP, independent
public accountants, as of and for the two years in the period ended December 31,
1998 as indicated in their reports thereon, and have been so incorporated into
this document in reliance upon the reports of PricewaterhouseCoopers LLP and
Arthur Andersen LLP given upon the authority of such firms as experts in
auditing and accounting.
Our consolidated financial statements incorporated into this document
contain financial statements of ANB Corporation and Heritage Financial Services,
Inc. which have been audited by Olive, LLP, independent auditors, and Heathcott
& Mullaly, P.C., independent auditors, respectively, to the extent and for the
years indicated in their report thereon.
12
<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-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Evansville, State of Indiana, on October 6, 2000.
OLD NATIONAL BANCORP
By: /s/ JAMES A. RISINGER
----------------------------
James A. Risinger, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-3 has been signed by the following persons
in the capacities indicated below as of October 6, 2000.
Name Title
---- -----
/s/ JAMES A. RISINGER Chairman of the Board, Director, President
----------------------------- and Chief Executive Officer (Chief Executive
James A. Risinger Officer)
/s/ JOHN S. POELKER Executive Vice President (Chief Financial
----------------------------- Officer and Principal Accounting Officer)
John S. Poekler
DAVID L. BARNING*
----------------------------- Director
David L. Barning
RICHARD J. BOND*
----------------------------- Director
Richard J. Bond
ALAN W. BRAUN*
----------------------------- Director
Alan W. Braun
WAYNE A. DAVIDSON*
----------------------------- Director
Wayne A. Davidson
LARRY E. DUNIGAN*
----------------------------- Director
Larry E. Dunigan
DAVID E. ECKERLE*
----------------------------- Director
David E. Eckerle
ANDREW E. GOEBEL*
----------------------------- Director
Andrew E. Goebel
PHELPS L. LAMBERT*
----------------------------- Director
Phelps L. Lambert
RONALD B. LANKFORD*
----------------------------- Director
Ronald B. Lankford
13
<PAGE>
LUCIEN H. MEIS*
----------------------------- Director
Lucien H. Meis
LOUIS L. MERVIS*
----------------------------- Director
Louis L. Mervis
JOHN N. ROYSE*
----------------------------- Director
John N. Royse
MARJORIE Z. SOYUGENC*
----------------------------- Director
Marjorie Z. Soyugenc
KELLEY N. STANLEY*
----------------------------- Director
Kelley N. Stanley
CHARLES D. STORMS*
----------------------------- Director
Charles D. Storms
*By: /s/ JEFFREY L. KNIGHT
-------------------------
Printed Name: Jeffrey L. Knight
Attorney-in-Fact
14
<PAGE>
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED ___________, 2000
OLD NATIONAL BANCORP
This document is a supplement to the prospectus dated ___________,
2000, SEC File No. 333-____ and covers 110,961 shares of our common stock. This
prospectus supplement should be read together with the prospectus. This
prospectus supplement and the prospectus relate to the shares being offered to
the shareholders of Wolford Cannon Hoecker Insurance Agency, Inc. in connection
with the proposed affiliation of Old National and WCH pursuant to an exchange by
which each of the issued and outstanding shares of common stock of WCH will be
exchanged for 5.2838 shares of Old National's common stock, subject to
adjustment.
Old National has offered the shareholders of WCH to exchange their
shares of common stock of WCH for shares of Old National's common stock pursuant
to the Share Exchange Agreement dated as of October ____, 2000 by and among
Orange County Bank, a wholly-owned subsidiary of Old National, WCH and the
shareholders of WCH, according to which the share exchange will be completed.
Completion of the share exchange is conditioned upon the terms and subject to
the conditions of the exchange agreement.
All information contained in this document with respect to WCH has been supplied
by WCH without any independent verification of such information by us.
This document should be read together with the prospectus.
The date of this prospectus supplement is________, 2000.
<PAGE>
PROPOSED TRANSACTION
The following discussion of the proposed affiliation between us and WCH
describes certain aspects of the proposed affiliation but does not purport to be
a complete description of the terms and conditions of the exchange agreement and
is qualified in its entirety by reference to the exchange agreement, which is
attached to this document as Appendix A and is incorporated herein by reference.
Old National Bancorp is also referred to as "Old National", "us" or "we" in this
document.
Description of the Share Exchange and Consideration
Under the terms of the exchange agreement, WCH will affiliate with us
through an exchange by which each of the issued and outstanding shares of common
stock of WCH will be exchanged for 5.2838 shares of our common stock, subject to
adjustment. In connection with the share exchange, we will issue such number of
shares of our common stock as is necessary to complete the share exchange to our
wholly-owned subsidiary, Orange County Bank. Upon completion of the share
exchange, the Bank will exchange such shares of our common stock for all of the
issued and outstanding shares of common stock of WCH.
Under the terms of the exchange agreement, on the date when the share
exchange is completed, shareholders of record of WCH will be entitled to receive
5.2838 shares of our common stock for each issued and outstanding share of WCH
they own.
The shares of our common stock to be reserved for the WCH shareholders
are subject to adjustment for stock splits, stock dividends or other
recapitalization of Old National and for changes in the net worth of WCH. If the
net worth of WCH at the closing of the share exchange exceeds $225,000, then the
shareholders of WCH will receive additional shares of our common stock equal to
the excess amount divided by the average per share price of our common stock. If
the net worth of WCH at the closing of the share exchange is less than $215,000,
then the number of shares of our common stock received by shareholders of WCH
will be reduced by the shortage amount divided by the average per share price of
our common stock.
Accounting Treatment for the Affiliation
We anticipate that our affiliation with WCH will be accounted for as a
"purchase" transaction. Under this method of an accounting, the assets acquired
and liabilities assumed in the acquisition of WCH will be recorded at their
estimated fair values, with the excess of the purchase price over the net fair
value recorded as goodwill which will be amortized against income for fifteen
years using the straight-line method.
S-2
<PAGE>
Completion Date
We anticipate that the share exchange will be completed by November 1,
2000 and in no event after December 31, 2000.
Management, Personnel and Operations after the Affiliation
Upon completion of the share exchange, WCH will become a wholly-owned
subsidiary of the Bank. The Bank is a wholly-owned subsidiary of Old National.
The directors of WCH following the share exchange will be James A. Risinger,
John S. Poelker, William R. Britt, Donald T. Scott, Douglas A. Grim, Wolford
John Shane and Fred C. Danger, Jr., until such time as their successors have
been duly elected or until their earlier resignation, death or removal from
office. For at least a one (1) year period immediately following the completion
of the share exchange, Messrs. Shane and Danger will serve as directors of WCH.
It is our present intention to, upon the completion of the share
exchange, retain all employees of WCH as employees-at-will of WCH, except the
shareholders of WCH will sign employment agreements. Neither the exchange
agreement, the prospectus nor this prospectus supplement will:
o create any employment agreement, commitment or understanding with
any employee of WCH, or
o create any agreement, commitment or understanding with respect to
WCH employee benefits for any WCH employee.
Interests of Certain Persons in the Affiliation
As a condition to, and concurrently with the execution of, the exchange
agreement, WCH will enter into employment agreements with each of the
shareholders of WCH. These employment agreements are attached to the exchange
agreement as exhibits and are required to be signed upon delivery of the
exchange agreement to the Bank.
Dissenters' Rights
Completion of the share exchange requires the prior approval by the
shareholders of WCH. As such, the shareholders of WCH possess dissenters' rights
in connection with the share exchange, as further discussed below. See,
"Description of WCH Capital Stock - - Dissenters' Rights."
S-3
<PAGE>
Conditions to Closing
As set forth in the exchange agreement, the obligation of the Bank, WCH
and each shareholder of WCH 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 WCH and each
shareholder of WCH contained in the exchange agreement must be
true, correct and complete at and as of the closing of the
share exchange;
o each of the representations and warranties of the Bank
contained in the exchange agreement must be true, correct and
complete in all material respects at and as of the closing of
the share exchange;
o each of the covenants and agreements of WCH and each
shareholder of WCH must have been fulfilled or complied with
from the date of the 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 exchange agreement through the closing of the
share exchange;
o the Bank must have received from WCH and each shareholder of
WCH, and WCH and each shareholder of WCH must have received
from the Bank, certain items and documents required by the
exchange agreement to be delivered at the closing of the share
exchange;
o the Bank and WCH must have received all regulatory approvals
required for the share exchange;
o the Board of Directors of the Bank and WCH must have received
a written opinion of the law firm Krieg DeVault Alexander &
Capehart LLP, dated as of the closing of the share exchange,
with respect to the fact that the share exchange will be
treated as a tax-free reorganization for U.S. federal income
tax purposes;
o we must have registered our shares of common stock to be
ssued to shareholders of WCH in accordance with the exchange
agreement with the SEC; and
o the Bank and WCH must have received certain officers'
certificates and other closing documents.
The conditions to completion of the share exchange, which are more
fully enumerated in the exchange agreement, are requirements subject to waiver
by the party entitled to the benefit of such conditions.
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 WCH, or by WCH
to the Bank if the share exchange has not been completed by December 31, 2000 or
the respective Boards of Directors of the Bank and WCH mutually agree to
terminate the share exchange.
S-4
<PAGE>
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, the
Bank's Board of Directors determines that a breach by WCH or any
shareholder of WCH of any representation or warranty contained in
the exchange agreement or a breach by WCH or any shareholder of
WCH any of the covenants or agreements contained in the exchange
agreement has occurred;
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, WCH or any shareholder
of WCH, or any director or officer of any of such entities
relating to the 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 WCH as of the closing of the share exchange as
compared to that in existence as of the date of the exchange
agreement.
The share exchange may be terminated by WCH, if:
o at any time prior to the closing of the share exchange, WCH's
Board of Directors determines that a material breach by the Bank
of any representation or warranty contained in the exchange
agreement or a material breach by the Bank of any of the
covenants or agreements contained in the exchange agreement has
occurred;
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,
WCH or any shareholder of WCH, or any director or officer of any
of such entities relating to the exchange agreement or the share
exchange.
RECENT DEVELOPMENTS
On July 27, 2000, we acquired Permanent Bancorp, Inc., a unitary
savings and loan holding company located in Evansville, Indiana, in a merger
transaction valued at approximately $89.2 million. With the acquisition of
Permanent, our number of banking offices increased to 149 and our number of ATMs
increased to 249 throughout Indiana, Illinois, Kentucky, Ohio and Tennessee.
S-5
<PAGE>
On September 22, 2000, we announced that our Board of Directors had
approved the repurchase of up to an aggregate of two million (2,000,000) shares
of our common stock outstanding. The authorization for us to repurchase our
shares of common stock is effective from September 19, 2000, through December
31, 2000.
FEDERAL INCOME TAX CONSEQUENCES
We anticipate that the share exchange will constitute a tax-free
reorganization under the Internal Revenue Code, except with respect to cash
received by shareholders of WCH for fractional share interests of the shares
received in the share exchange. As a result, shareholders of WCH who receive
solely the shares of our common stock in exchange for all of their shares of
common stock of WCH actually owned by them will not recognize any gain or loss
from the share exchange for federal income tax purposes. However, a shareholder
of WCH 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 our 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 WCH. In addition, a condition to the share
exchange is for the Bank to receive an opinion of counsel with respect to
certain tax matters relating to the share exchange. The shareholders of WCH 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 WCH
Ownership of Common Stock of WCH
The following table sets forth, as of the date of this document,
certain information about each shareholder of WCH. The number of shares shown as
being beneficially owned are those over which the respective shareholder has
sole voting and investment power. The percentage of outstanding shares is based
upon 21,000 shares of common stock of WCH outstanding as of the date of this
document.
Number of Shares Percent of
Name Beneficially Owned Outstanding Shares
---- ------------------ ------------------
Wolford John Shane 7,000 33.34%
Robert K. Hoecker 7,000 33.33%
Fred C. Danner, Jr. 7,000 33.33%
S-6
<PAGE>
Trading Market; Share Prices and Dividends
There is no established public trading market for shares of common
stock of WCH and no shares have ever been traded publicly. No shares of common
stock of WCH have been issued since May 10, 1995. WCH has paid no dividends on
shares of common stock of WCH in the past two years.
Description of Capital Stock of WCH
The rights of the shareholders of WCH are governed by the laws of the
State of Illinois, the state in which WCH is incorporated, and by WCH's Articles
of Incorporation and By-Laws. The following summary of the WCH'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 WCH'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 Shares. WCH's Articles of Incorporation authorize the
issuance of 21,000 shares of common stock, all of which are outstanding as of
the date of this prospectus supplemental.
Preemptive Rights. As permitted by Illinois law, WCH'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 WCH.
Dividend Rights. The holders of WCH's common stock are entitled to
dividends and other distributions when, as and if declared by WCH's Boards of
Directors out of funds legally available for WCH to pay such dividends and other
distributions. A dividend may not be paid if, after giving it effect, WCH would
be insolvent or WCH's net assets would be less than zero or less than the
maximum amount payable at the time of distribution to shareholders having
preferential rights in liquidation if the corporation were then to be
liquidated.
The amount of dividends, if any, that may be declared by WCH depends
upon many factors, including, without limitation, future earnings, capital
requirements, business conditions, the discretion of WCH's Board of Directors
and other factors that may be appropriate in determining dividend policies.
Voting Rights. The holders of the outstanding shares of WCH's common
stock are entitled to one vote per share on all matters presented for
shareholder vote at a meeting of shareholders. According to WCH's Articles of
Incorporation, shareholders of WCH do not have cumulative voting rights in the
election of directors.
Illinois law generally requires that mergers, consolidations, exchanges
or other dispositions of all or substantially all of the assets of a corporation
be approved by the affirmative
S-7
<PAGE>
vote of at least two-thirds of the votes of the shares entitled to vote at a
meeting of the shareholders, subject in each case to provisions in the
respective corporation's articles of incorporation requiring a smaller or larger
vote requirement.
Illinois law also requires shareholder approval for most amendments to
a corporation's articles of incorporation, as well as certain other corporate
matters, by the affirmative vote of at least two-thirds of the votes of the
shareholders at a meeting at which a quorum is present (and, in certain cases,
at least two-thirds of the votes of all shares held by any voting group entitled
to vote), unless the respective corporation's articles of incorporation require
a smaller or larger percentage vote.
WCH's Articles of Incorporation do not require a smaller or larger vote
on matters presented to shareholders.
Dissenters' Rights. A shareholder of an Illinois business corporation
possesses dissenters' rights in connection with certain mergers and other
significant corporate actions. Under Illinois law, a shareholder is entitled to
dissent from and obtain payment of the fair value of the shareholder's shares in
the event of:
o consummation of a plan of merger, if shareholder approval is
required and the shareholder is entitled to vote thereon;
o consummation of a plan of share exchange by which the
shareholder's shares will be acquired, if the shareholder is
entitled to vote thereon;
o consummation of a sale or exchange of all, or substantially all,
the property and assets of the corporation other than in the
usual and regular course of business, if the shareholder is
entitled to vote thereon;
o an amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenters' shares, and
o 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 shareholders are entitled to
dissent and obtain payment for their shares.
Pursuant to the exchange agreement, the shareholders of WCH agreed to
vote in favor of the share exchange. This results in the shareholders not being
able to exercise their dissenters' rights in this transaction.
Liquidation Rights. In the event of any liquidation or dissolution of
WCH, the holders of shares of common stock of WCH 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 WCH's liabilities and any rights of
creditors.
Assessment and Redemption. The common stock of WCH is not liable to
further assessment. Under Illinois law, WCH may redeem or acquire shares of
common stock with
S-8
<PAGE>
funds legally available therefor, and shares so acquired constitute treasury
shares. WCH may not redeem or acquire shares of its common stock if, after
giving such redemption or acquisition effect, WCH would be insolvent, or WCH's
net assets would be less than zero or less than the maximum amount payable at
the time of distribution to shareholders having preferential rights in
liquidation if the corporation were then to be liquidated.
S-9
<PAGE>
APPENDIX A
[INSERT SHARE EXCHANGE AGREEMENT]
A-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC Filing Fee............................................ $ 7,920
Legal Fees and Expenses .................................. 25,000*
Accounting Fees and Expenses ............................. 3,000*
Miscellaneous Expenses ................................... 2,000*
---------
Total................................................. $ 37,920*
========
* Estimated
Item 15. Indemnification of Directors and Officers.
Our Articles of Incorporation provide that the we will indemnify any
person who is or was a director, officer or employee of Old National or of any
other corporation for which he is or was serving in any capacity at the request
of us 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, our best interests 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 Old National 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 our Board of Directors or independent legal counsel finds
that he has met the standards of conduct set forth above.
Item 16. Exhibits and Financial Statement Schedules.
(a) The following exhibits are being filed as part of this Registration
Statement:
Exhibit Number Document
-------------- --------
2 Share Exchange Agreement (attached as Appendix A
to the prospectus supplemental)
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, as amended on March 1,
2000, 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 Opinion of Krieg DeVault Alexander & Capehart, LLP as
to the legality of the securities being registered.
8 Opinion of Krieg DeVault Alexander & Capehart, LLP
regarding tax matters.
23.1 Consent of Krieg DeVault Alexander & Capehart, LLP
(included in opinion filed as Exhibit 5 to this
Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
II-1
<PAGE>
23.4 Consent of Heathcott & Mullaly, P.C.
23.5 Consent of Olive LLP.
24 Powers of Attorney.
(b) Financial Data Schedules: not applicable
Item 17. Undertakings
The 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 this registration statement (or the most
recent post-effective amendment thereto) which, individually or
in the aggregate, reflect a fundamental change in the information
set forth in this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by a
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 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.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of a
registrant's Annual Report pursuant to Section 13(a) or 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.
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 provisions
described in Item 15 above, 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
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that a claim for indemnification against such liabilities (other than
the payment by each 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.
The undersigned hereby undertake that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the
registrant pursuant to rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus 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.
(4) The Registrant hereby undertakes 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; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are 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.
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