Filed by Old National Bancorp
Pursuant to Rule 425 under
the Securities Act of 1933
Subject Company: Old National
Bancorp - Heritage Financial
Services, Inc. and ANB Corporation
Commission File No. 0-10888
SUBJECT: OLD NATIONAL BANCORP ANNNOUNCES FEDERAL RESERVE BOARD
APPROVALS FOR ACQUISITIONS OF HERITAGE FINANCIAL
SERVICES AND ANB CORPORATION
RELEASE DATE: February 8, 2000
FOR FURTHER INFORMATION CALL: John S. Poelker - 812-464-1266
Executive Vice President
Chief Financial Officer
Jeffrey L. Knight - 812-464-1363
Corporate Secretary and General
Counsel
(Evansville, Indiana) -- On January 27, 2000, Old National
Bancorp, Inc. [NASDAQ: OLDB] received approval from the Federal
Reserve Board for the acquisitions of Heritage Financial
Services, Inc. in Clarksville, Tennessee, and ANB Corporation in
Muncie, Indiana [NASDAQ: ANBC].
The Heritage Financial Services shareholders' meeting will be
held on February 28, 2000, and assuming that state regulatory and
shareholder approvals are received, and the other conditions
outlined in the merger agreement are met, the transaction is
expected to close on March 1, 2000.
The ANB Corporation shareholders' meeting will be held on March
10, 2000, and assuming that state regulatory and shareholder
approvals are received, and the other conditions outlined in the
merger agreement are met, the transaction is expected to close on
March 10, 2000.
The necessary state regulatory approvals are expected in time to
allow the transactions to close as expected.
Statements in this press release which express "belief",
"intention", or "expectation", as well as other statements which
are not historical fact, are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995 and are subject to certain risks and uncertainties which may
cause actual results to differ materially. Among the risks and
uncertainties that could cause actual results to vary materially
are: (1) failure to obtain necessary shareholder approval of the
transactions, (2) failure to obtain necessary state regulatory
approval of the transactions, (3) necessary conditions in the
merger agreement not being satisfied, and (4) the occurrence or
existence of any facts or circumstances which would allow any
party to the merger agreement to terminate the merger agreement.
Investors are urged to read the important information regarding
the transactions which have been disclosed in registration
statements filed by Old National, Heritage and ANB with the SEC.
Investors can view the registration statements and other
documents filed by Old National, Heritage and ANB at the SEC's
web site located at http:\\www.sec.gov. Investors can obtain any
of the documents incorporated by reference in the registration
statements free from Old National, Heritage or ANB as the case
may be.
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