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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 29, 2000
OLD NATIONAL BANCORP
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(Exact name of Registrant as specified in its charter)
Indiana 0-10888 35-1539838
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
420 Main Street, Evansville, IN 47708
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(Address of Principal Executive Offices) Zip Code
(812) 464-1363
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On February 29, 2000, Old National Bancorp, an Indiana corporation (the
"Company"), and Old National Bank (as successor to Old National Bank in
Evansville), amended the Rights Agreement, dated as of March 1, 1990, between
the Company and the Rights Agent. The amendment provides that the Final
Expiration Date (as defined in the Rights Agreement) means March 1, 2010.
The amendment to the Rights Agreement is filed as Exhibit 4.2 hereto and is
incorporated hereby by reference and the foregoing description of the amendment
is qualified in its entirety by reference to such exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
4.1 Rights Agreement, dated as of March 1, 1990, between Old National
Bancorp and Old National Bank in Evansville, as Rights Agent included
as Exhibit 1 to the Registrant's Form 8-A, dated March 1, 1990
(incorporated by reference thereto).
4.2 Amendment No. 1 to the Rights Agreement, dated as of February 29,
2000, between Old National Bancorp and Old National Bank (as successor
to Old National Bank in Evansville), as Rights Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
OLD NATIONAL BANCORP
(The Registrant)
Dated: March 1, 2000 By: /s/ Jeffrey L. Knight
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Jeffrey L. Knight, Corporate
Secretary and General Counsel
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EXHIBIT 4.2
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this "Amendment" ) is made
effective as of the 29th day of February, 2000. This Amendment is an amendment
to the Rights Agreement, dated as of March 1, 1990, (the "Rights Agreement"),
between Old National Bancorp, an Indiana corporation (the "Company"), and Old
National Bank (as successor to Old National Bank in Evansville) (the "Rights
Agent").
RECITALS
WHEREAS, pursuant to and in compliance with Section 27 of the Rights
Agreement, the Company and the Rights Agent wish to amend the Rights Agreement
as set forth herein;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Amendments. Section 7(a) of the Rights Agreement is amended to
provide that the term "Final Expiration Date" shall mean March 1, 2010.
Section 2. Remainder of Agreement Not Affected. Except set forth in Section
1 hereof, the terms and provisions of the Rights Agreement remain in full force
and effect and are hereby ratified and confirmed.
Section 3. Authority. Each party represents that such party has full power
and authority to enter into this Amendment, and that this Amendment constitutes
a legal, valid and binding obligation of such party, enforceable against such
party in accordance with its terms.
Section 4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.
OLD NATIONAL BANCORP
By: /s/ JAMES A. RISINGER
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James A. Risinger, Chairman,
President and Chief Executive
Officer
Attest:
By: /s/ JEFFREY L. KNIGHT
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Jeffrey L. Knight, Corporate Secretary
OLD NATIONAL BANK
By: /s/ JAMES A. RISINGER
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Chairman, President and
Chief Executive Officer
Attest:
By: /s/ JEFFREY L. KNIGHT
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Jeffrey L. Knight, Secretary
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OFFICER'S CERTIFICATE
Reference is made to the Rights Agreement, dated as of March 1, 1990, (the
"Rights Agreement"), between Old National Bancorp, an Indiana Corporation (the
"Company"), and Old National Bank (as successor of Old National Bank in
Evansville) (the "Rights Agent").
The undersigned, being a duly elected officer of the Company, hereby
certifies to the Rights Agent that the amendment attached hereto is in
compliance with the terms of Section 27 of the Rights Agreement, and, on behalf
of the Company, directs that the Rights Agent execute such amendment in
accordance with Section 27 of the Rights Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
29th day of February, 2000.
OLD NATIONAL BANCORP
/s/ JAMES A. RISINGER
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James A. Risinger, Chairman, President and
Chief Executive Officer
Attest:
By:/s/ JEFFREY L. KNIGHT
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Jeffrey L. Knight, Corporate Secretary
