<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2000
REGISTRATION NO. 333-20083
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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)
<TABLE>
<S> <C>
INDIANA 35-1539838
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
</TABLE>
420 MAIN STREET, EVANSVILLE, INDIANA 47708
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Copies to:
<TABLE>
<S> <C>
JEFFREY L. KNIGHT, ESQ. TIMOTHY M. HARDEN, ESQ.
Corporate Secretary and General Counsel ANDREW B. BUROKER, 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) 464-1434
</TABLE>
(Name, address, including zip code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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. [ ]
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. [ ]
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<PAGE> 2
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PROSPECTUS
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OLD NATIONAL BANCORP
420 MAIN STREET
EVANSVILLE, INDIANA 47708
(812) 464-1434
STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
500,000 Shares of Common Stock
Old National Bancorp is a multi-bank holding company based in Evansville,
Indiana. Our stock is traded on Nasdaq's National Market System under the ticker
symbol "OLDB." As of the date of this prospectus, we own, manage and supervise
several affiliate banks and several non-bank affiliates located in southwestern
Indiana and neighboring portions of Illinois, Kentucky, Tennessee and Ohio. Our
banks offer a wide range of commercial and consumer banking activities and
provide other services relating to the general banking business. With total
consolidated assets of over $8 billion, we are the largest independent bank
holding company headquartered in Indiana.
With this prospectus, we are offering participation in our Stock Purchase
and Dividend Reinvestment Plan to record holders of our shares of common stock,
as well as to other interested investors.
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PLAN HIGHLIGHTS
- You may participate in the Plan if you currently own our common stock. If
you do not own any common stock, you can participate in the Plan by
making your initial investment in our common stock through the Plan with
a minimum initial investment of $500.
- Once you are enrolled in the Plan, you may buy additional shares of our
common stock by automatically reinvesting all or a portion of the cash
dividends paid on your shares of common stock.
- Once you are enrolled in the Plan, you may buy additional shares of
common stock by making optional cash investments of $50 to $360,000 per
Plan account per calendar year, including the initial investment.
---------------------
The shares issued under the Plan may be either new issue common stock,
common stock purchased on the open market, or a combination of the foregoing.
For common stock issued by us, the share price paid by you will be the average
closing price of the common stock during the relevant purchase period as
reported
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on The Nasdaq Market. When common stock is acquired in the open market, the
share price paid by you will be the weighted average purchase price of all
shares acquired during the relevant purchase period plus any applicable
brokerage fees or commissions. In periods where the common stock is acquired in
the open market and issued by us, the share price paid by you will be determined
by calculating a weighted average share price of all shares accumulated
according to the two pricing methods detailed above.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is August 14, 2000.
<PAGE> 4
WHERE CAN YOU FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3. This prospectus, which is part of the registration
statement, does not contain all the information included in the registration
statement. Some information is omitted, and you should refer to the registration
statement and its exhibits. With respect to references made in this prospectus
to any contract, agreement or other document of ours, our descriptions are
summaries and you should refer to the exhibits attached to the registration
statement for copies of the actual contract, agreement or other document.
We also file annual, quarterly and current reports, proxy statements and
other information with the Commission. You may read and copy any materials we
file with the Commission at the Public Reference Room of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
You may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. In addition, we may file many of our
documents electronically with the Commission, and you may access those documents
over the Internet. The Commission maintains a "web site" that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission. The address is "http://www.sec.gov."
The Commission allows us to "incorporate by reference" the information we
file with them in this prospectus. This helps us to disclose information to you
by referring you to the documents we file. The information we incorporate by
reference is an important part of this prospectus. We incorporate by reference
each of the documents listed below.
- Our Annual Report on Form 10-K for the year ended December 31, 1999.
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
- Our Current Report on Form 8-K dated April 19, 2000.
- The description of our common stock contained in our Current Report on
Form 8-K, dated January 6, 1983.
- The description of our preferred stock purchase rights contained in our
Current Report on Form 8-K, dated March 1, 1990, including the Rights
Agreement, dated March 1, 1990, between us and Old National Bank in
Evansville, as trustee.
- All documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this
prospectus and prior to the termination of the Plan.
You should note that any of our future filings which are incorporated by
reference will automatically update and supersede the information in this
prospectus. Copies of all documents which are incorporated by
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reference (not including the exhibits to this information, unless these exhibits
are specifically incorporated by reference in this information) will be provided
without charge to each person, including any beneficial owner, to whom this
prospectus is delivered upon written or oral request. Requests should be
directed to Jeffrey L. Knight, Corporate Secretary and General Counsel, Old
National Bancorp, 420 Main Street, Evansville, Indiana 47708, or by calling
(812) 464-1434.
You should rely only on the information contained in this document or
incorporated by reference. We have not authorized anyone to provide you with
information that is different.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in or incorporated by reference into this prospectus
and any accompanying prospectus supplement contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended. We
intend the forward-looking statements to be covered by the safe harbor
provisions for forward looking statements contained in Section 27A of the
Securities Act of 1933, as amended. These forward-looking statements relate to,
without limitation, future economic performance, our plans and objectives for
future operations and projections of revenue and other financial items, and can
be identified by the use of forward-looking terminology such as "may," "will,"
"should," "expect," "anticipate," "estimate" or "continue" or the negative or
other variations of these terms or comparable terminology. The cautionary
statements and other similar statements contained in this prospectus or any
accompanying prospectus supplement identify important factors with respect to
the forward-looking statements, including risks and uncertainties, that could
cause actual results to differ materially from those in the forward-looking
statements.
TERMS AND CONDITIONS OF THE PLAN
The following questions and answers describe our Stock Purchase and
Dividend Reinvestment Plan, as in effect as of April 1, 1997 and amended
effective as of August 14, 2000.
PURPOSE AND ADVANTAGES AND DISADVANTAGES OF THE PLAN
1. WHAT IS THE PURPOSE OF THE PLAN?
The primary purpose of the Plan is to provide shareholders of record and
interested investors with a convenient and economical way to purchase
shares of common stock with cash investments and reinvested dividends.
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2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Before deciding whether to participate in the Plan, you should consider
the following advantages of the Plan:
- Persons not presently owning shares of common stock may become holders
of record of shares of common stock by making an initial cash
investment of at least $500 (but not more than $360,000 per Plan
account per calendar year) or by enrolling in the Plan's automatic
monthly investment feature.
- You may invest additional funds (at least $50 per month per account) to
purchase shares of common stock. The maximum aggregate cash investment
per Plan account per calendar year is $360,000.
- You may direct the sale of shares held in your Plan account through the
Plan subject to all applicable fees and charges.
- You may deposit your stock certificates with us, whether or not the
common stock represented by such certificates was purchased through the
Plan, and have your ownership of such shares maintained on our records.
This convenience is provided at no cost to you and eliminates the
possibility of loss, inadvertent destruction or theft of certificates.
- You will simplify your record keeping by receiving periodic statements
which will reflect all current activity in your Plan account, including
purchases, sales and latest balances.
- The brokerage commissions negotiated by us for buying or selling shares
of common stock for or from the Plan on the open market are typically
less than those paid by individual investors for such transactions. No
brokerage commissions are paid for the purchase of newly issued shares
from us.
- You may transfer shares of common stock held in your Plan account to
another account at no cost. Our normal transfer requirements will
apply.
- You will get the convenience of having all or a portion of your cash
dividends automatically reinvested in additional shares of common stock
as determined by the process described below. Because the administrator
will credit fractional shares of common stock to your Plan account, you
will receive full investment of your dividends and optional cash
investments. Dividends are paid on fractional shares as well as on
whole shares maintained in the Plan.
- Our employees and employees of our subsidiaries who are not presently
holders of record of shares of common stock may purchase common stock
and become participants in the Plan by making an initial cash
investment of at least $50 or by enrolling in the Plan to purchase
shares of common stock through payroll deductions of at least $5 per
pay period. Employees are exempt
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from all Plan enrollment and purchase fees, but will generally receive
only quarterly statements of Plan activity.
3. WHAT ARE THE DISADVANTAGES OF THE PLAN?
Before deciding whether to participate in the Plan, you should consider
the following disadvantages of the Plan:
- No interest is paid on dividends credited or cash investments made to
Plan accounts and held pending investment, reinvestment or return to
you.
- Cash investments (including the initial cash investments) sent to the
Plan administrator will not be returned to you unless a written request
is received by the Plan administrator at least five business days prior
to the relevant investment period. A $20 handling fee will be deducted
from such funds prior to their return to defray the administrative
costs of such a transaction.
- Requests for the issuance of certificates and the sale of shares from a
Plan account will be delayed during a dividend processing period and
during the issuance of shares as a result of an acquisition by us. This
is a 15 to 20 business day period.
- While the brokerage commissions negotiated by the administrator for
buying or selling shares of common stock for or from the Plan on the
open market are typically less than those paid by individual investors
for such transactions, you may be able to negotiate lower brokerage
commissions on an individual basis. Also, brokerage commissions
negotiated by the administrator may change from time to time.
- You cannot designate to the administrator a specific price at which to
sell or purchase shares of common stock.
PLAN ADMINISTRATION
4. WHO ADMINISTERS THE PLAN?
We will administer the Plan, keep records, send periodic investment
statements to participants and perform other duties related to
administering the Plan. We may, in our sole discretion, adopt rules and
regulations and make determinations as we desire to facilitate the
administration of the Plan.
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Communications about the Plan should be directed to:
Old National Bancorp
Shareholder Services Department
P.O. Box 929
Evansville, Indiana 47706-0929
1-800-677-1749
When writing, please include a daytime telephone number to expedite our
reply.
PARTICIPATION IN THE PLAN
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Anyone interested in making an initial cash investment of $500 (but not
more than $360,000), all holders of record of shares of common stock and
our employees are eligible to participate in the Plan. Citizens or
residents of a country other than the United States or its territories
and possessions should determine whether they are subject to any
governmental regulations prohibiting or restricting their participation
in the Plan, and must provide evidence satisfactory to the administrator
that their participation will not violate any such regulations before
enrolling in the Plan.
Beneficial owners of common stock whose shares are held in a name other
than their own (for example, a bank, broker or trustee) may participate
in the Plan with respect to such shares by transferring the shares into
their own name or by making appropriate arrangements with their nominee
to participate in the Plan. Once the shares are registered on our books
or the beneficial owner has made appropriate arrangements with their
nominee, the beneficial owner is eligible to participate in the Plan.
6. HOW DOES AN ELIGIBLE INVESTOR ENROLL IN THE PLAN?
After being furnished with a Plan prospectus, eligible investors may
join the Plan by completing and signing an enrollment form and returning
it to us. Interested investors who are not holders of record of shares
of common stock must also submit an initial cash investment of at least
$500 (but not more than $360,000). Interested investors may pay the
initial cash investment in installments through a monthly automatic
electronic funds transfer from a predesignated account with a United
States financial institution. See Questions 13 and 14.
Once enrolled in the Plan, eligible investors will remain enrolled until
they discontinue their participation or the Plan is terminated. See
Question 35.
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Holders of record of shares of common stock enrolled in our Dividend
Reinvestment and Discount Stock Purchase Plan originally implemented in
1987 (the "1987 Plan") and all subsequent plans are automatically
enrolled in the Plan and are eligible to participate in the Plan
immediately on and after August 14, 2000. Unless a holder of record of
shares of common stock submits a new enrollment form designating a
different participation option, each such shareholder will be enrolled
in the new Plan at a level of participation that corresponds to the
level at which the shareholder participated in the 1987 Plan.
Our employees and employees of our subsidiaries who do not presently own
shares of common stock may join the Plan at any time after being
furnished a copy of the Plan prospectus by completing and returning to
us (Attention: Shareholder Services Department) an enrollment form and
making an initial cash investment of at least $50 (but not more than
$360,000). We will waive the enrollment fee for any employees making an
initial cash investment. Employees may also join the Plan by completing
a payroll deduction authorization form furnished by their respective
entity's Human Resources Department.
To the extent required by applicable law in certain jurisdictions,
shares of common stock offered under the Plan to persons not presently
record holders of common stock are offered only through a registered
broker/dealer in such jurisdictions.
7. WHEN MAY AN ELIGIBLE INVESTOR JOIN THE PLAN?
An eligible investor may join the Plan at any time by completing and
signing an enrollment form and returning it to us.
PARTICIPATION OPTIONS
8. WHAT PARTICIPATION OPTIONS ARE AVAILABLE IN THE PLAN?
Once enrolled in the Plan, you may buy shares of common stock through
any of the following investment options:
- FULL DIVIDEND REINVESTMENT. This option allows you to have dividends
earned on all of your shares of common stock, both in your Plan account
and in certificated form, reinvested to purchase additional shares of
common stock. Shares purchased through this option will be acquired
during the purchase period for full and partial dividend reinvestment
which is the period beginning two business days prior to a dividend
payment date and extending through the last business day of that month.
When common stock is acquired in the open market, the share price paid
by you will be the weighted average purchase price of all shares
acquired during the purchase period for full and partial dividend
reinvestment plus any applicable brokerage fees or commissions.
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For common stock issued by us, the share price paid by you will be the
average closing price of the common stock during the purchase period for
full and partial dividend reinvestment as reported on The Nasdaq Market.
In periods where the common stock is acquired in the open market and
issued by us, the share price paid by you will be determined by
calculating a weighted average share price of all shares accumulated
according to the two pricing methods detailed above.
We, at our sole discretion, reserve the right to determine whether
shares are purchased in the open market or issued by us.
The reinvestment of dividends under the Plan will commence with the
first dividend to which you are entitled, payable after the first
dividend record date following enrollment in the Plan. You may also make
cash investments of up to $360,000 per Plan account per calendar year to
purchase additional shares of common stock.
NOTE: IF YOU DO NOT INDICATE A PARTICIPATION OPTION ON YOUR ENROLLMENT
FORM, YOUR PLAN ACCOUNT WILL BE ENROLLED IN THE FULL DIVIDEND
REINVESTMENT OPTION.
- PARTIAL DIVIDEND REINVESTMENT. This option allows you to designate a
specific number of shares of common stock for dividend reinvestment,
with dividends on the balance of your shares to be paid in cash. Shares
purchased through dividend reinvestment will be acquired during the
purchase period for full and partial dividend reinvestment which is the
period beginning two business days prior to a dividend payment date and
extending through the last business day of that month.
When common stock is acquired in the open market, the share price paid
by you will be the weighted average purchase price of all shares
acquired during the purchase period for full and partial dividend
reinvestment plus any applicable brokerage fees or commissions.
For common stock issued by us, the share price paid by you will be the
average closing price of the common stock during the purchase period for
full and partial dividend reinvestment as reported on The Nasdaq Market.
In periods where the common stock is acquired in the open market and
issued by us, the share price paid by you will be determined by
calculating a weighted average share price of all shares accumulated
according to the two pricing methods detailed above.
We, at our sole discretion, reserve the right to determine whether
shares are purchased in the open market or issued by us.
The reinvestment of dividends under the Plan will commence with the
first dividend to which you are entitled, payable after the first
dividend record date following enrollment in the Plan. You
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may also make cash investments of up to $360,000 per Plan account per
calendar year to purchase additional shares of common stock.
You may only sell shares of common stock through the Plan which are
held in your Plan account in non-certificated form. Shares which are
certificated and held by you are not eligible for sale through the
Plan. Certificates representing shares of common stock may be returned
to the Plan administrator for safekeeping at any time, which would
then make them eligible for sale through the Plan. See Question 32.
NOTE: PARTIAL DIVIDEND REINVESTMENT IS NOT AVAILABLE FOR INVESTORS
MAKING AN INITIAL CASH INVESTMENT UPON ENROLLMENT IN THE PLAN. ONLY
AFTER YOU HAVE ESTABLISHED A POSITION IN THE COMMON STOCK CAN YOU
DESIGNATE A SPECIFIC NUMBER OF SHARES FOR PARTIAL DIVIDEND
REINVESTMENT. IF YOU SELECT THIS OPTION UPON ENROLLMENT IN THE PLAN,
ALL SHARES IN YOUR PLAN ACCOUNT WILL BE ENROLLED IN FULL DIVIDEND
REINVESTMENT UNTIL CHANGED BY YOU.
- CASH INVESTMENT ONLY. This option allows for the purchase of shares of
common stock where you do not want either full or partial dividend
reinvestment. By selecting this option, dividends earned on all common
stock in your Plan account will be paid in cash directly to you. You
may also elect to have us direct deposit all dividends into a
designated account with an eligible financial institution. This option
requires you to make an initial cash investment of at least $500, and
you may also make additional optional cash investments of at least $50
per month thereafter (up to $360,000 per Plan account per calendar
year).
9. MAY I CHANGE MY PARTICIPATION OPTION?
The participation option may be changed by completing and signing a
new enrollment form and returning it to us. The change will be
effective as of the next dividend record date following receipt by us
of the new enrollment form.
10. MAY PARTICIPATION IN THE PLAN BE RESTRICTED?
We reserve the right, in our sole discretion, to restrict
participation in the Plan. We may, at any time, exercise this
discretion if we believe that such participation may be contrary to
the general intent of the Plan or is in violation of applicable law.
INITIAL CASH INVESTMENTS AND CASH INVESTMENTS
11. WHO IS ELIGIBLE TO MAKE CASH INVESTMENTS?
Any investor, shareholder of record, or any of our employees or
employees of our subsidiaries who has submitted a signed enrollment
form is eligible to make cash investments, regardless of the
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participation option chosen, subject to the monthly minimum and annual maximum
cash investment restrictions. See Question 15.
12. WHO IS ELIGIBLE TO MAKE AN INITIAL CASH INVESTMENT?
Any interested investor may submit a signed enrollment form and make an
initial cash investment, subject to the minimum and maximum cash
investment parameters. See Question 15.
13. HOW ARE INITIAL CASH INVESTMENTS AND CASH INVESTMENTS MADE?
Initial cash investments and cash investments must be made by check,
money order, electronic debit from a specified account or wire transfer
payable through a U.S. bank or other financial institution, in U.S.
dollars, to "Old National Bancorp." DO NOT SEND CASH. Wire transfer
information may be obtained from us, and you will be responsible for any
applicable wire transfer fees. Your initial cash investments must be
accompanied by a completed and signed enrollment form; an enrollment
form or a cash investment form provided by us should accompany all cash
investments to ensure credit to the proper Plan account. See Questions
14 and 37.
14. WHAT IS THE AUTOMATIC MONTHLY INVESTMENT (ELECTRONIC DEBIT) FEATURE OF
THE PLAN, AND HOW DOES IT WORK?
You may make voluntary cash payments of not less than $50 per payment
nor more than an aggregate total of $30,000 during a calendar month by
means of a monthly automatic electronic funds transfer from a
predesignated account with a United States financial institution. Any
automatic monthly investment will be treated as an initial cash
investment or a cash investment, but will not be subject to a $5.00 per
transaction purchase charge.
To initiate automatic monthly investments, you must complete, sign and
return to us (Attention: Shareholder Services Department) an automatic
monthly deduction form with a voided blank check (checking account) or
deposit slip (savings account) for the account from which funds are to
be drawn. Automatic monthly deduction forms may be obtained from us.
Forms will be processed and will become effective as promptly as
practicable.
Once automatic monthly investment is initiated, funds will be drawn from
your designated financial institution account on the 20th day of each
month, or the preceeding business day, and will be invested in common
stock during the next relevant purchase period.
You may change the amount of your automatic monthly investment or the
designated account from which funds are drawn by completing, signing and
submitting to us (Attention: Shareholder Services Department) a new
automatic monthly deduction form. To be effective with respect to the
next purchase period, however, the new automatic monthly deduction form
must be received
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by us at least twenty business days preceding the purchase period for
which such change is to be effective. Otherwise, the change will be
effective the following month. You may terminate your automatic monthly
investment by notifying us (Attention: Shareholder Services Department)
in writing.
15. IS THERE A MINIMUM AND MAXIMUM CASH INVESTMENT?
The minimum initial cash investment is $500, but is $50 for our
employees or any employees of our subsidiaries. Subsequent cash
investments must be at least $50 each. The maximum aggregate cash
investment (including the initial cash investment) is $360,000 per Plan
account per calendar year.
16. WHAT IS THE PAYROLL DEDUCTION FEATURE OF THE PLAN FOR OUR EMPLOYEES AND
HOW DOES IT WORK?
Our employees and employees of our subsidiaries may make voluntary cash
payments to their Plan accounts of not less than $5 per pay period by
means of payroll deduction. To initiate payroll deduction, an employee
must complete and sign a payroll deduction investment authorization form
and return it to their respective Human Resources Department. Forms will
be processed and will become effective as promptly as practicable. Once
an employee has begun payroll deduction, the funds from such payroll
deduction will be invested as cash investments to the employee's Plan
account. All shares of common stock purchased from the employee's
payroll deduction for his or her Plan account will be automatically
enrolled in the full dividend reinvestment option.
Employees may increase, decrease or cease their payroll deduction at any
time by giving written notice to their respective Human Resources
Department and by completing and signing a new payroll deduction
authorization form indicating the changes.
Ceasing payroll deduction or terminating employment with us and our
subsidiaries WILL NOT terminate a Plan account. Dividends will continue
to be reinvested, and you may continue to make voluntary cash payments
as outlined in Questions 11 through 15.
17. WHEN WILL MY INITIAL CASH INVESTMENT OR CASH INVESTMENT BE INVESTED?
Plan purchases of common stock are made monthly as promptly as
practicable. Your initial cash investments and cash investments must be
received by the Plan administrator no later than the 25th day of each
month or the preceding business day if the 25th falls on a weekend or
holiday in order to be invested during the next purchase period.
Otherwise, your initial cash investment or cash investment will be held
by us and invested during the subsequent purchase period.
Because interest is not paid on funds pending investment, it is to your
benefit to mail your initial cash investment and cash investments so
they are received shortly before the 25th day of each month or the
preceding business day if the 25th day falls on a weekend or a holiday.
Funds are
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considered to be received when delivered, either by overnight delivery,
courier delivery, postal service, electronic funds transfer or in
person, during company business hours to our corporate headquarters (see
Question 4 for address).
We reserve the right to delay honoring investment requests for
purchasing shares until we confirm receipt of good funds from you. We
also reserve the right to delay issuing certificates until we confirm
that such shares were purchased with good funds. However, in the event
that a check submitted to us for investment is returned unpaid for any
reason, the Plan administrator will consider the request for investment
of such funds null and void. Any shares purchased upon the prior credit
of such funds will be immediately removed from your Plan account. The
Plan administrator will be entitled to sell those shares to satisfy any
uncollected amounts and impose an appropriate fee. See Question 37. If
the net proceeds of the sale of such shares are insufficient to satisfy
the balance of such uncollected amounts and fees, the Plan Administrator
will be entitled to sell additional shares of common stock from your
Plan account or bill you to satisfy the uncollected balance.
18. WHEN WILL SHARES PURCHASED WITH MY INITIAL CASH INVESTMENT OR CASH
INVESTMENTS BE ENTITLED TO RECEIVE DIVIDENDS?
Shares of common stock purchased with your initial cash investment or
cash investments will be entitled to payment of dividends thereon if the
shares were purchased on or before the record date for the next cash
dividend.
19.MAY I REQUEST THAT MY INITIAL CASH INVESTMENT OR CASH INVESTMENT BE
RETURNED?
You may request, in writing, the return of your initial cash investment
or cash investment. Your initial cash investment or cash investment will
be returned, less a $20 administrative fee, if the request is received
at least five business days prior to the next investment date.
NOTE: INTEREST IS NOT PAID ON FUNDS HELD PENDING INVESTMENT OR RETURN.
REINVESTMENT OF DIVIDENDS
20. IS THERE A MINIMUM OR MAXIMUM AMOUNT FOR REINVESTED DIVIDENDS?
Dividends designated for reinvestment through the Plan are not subject
to a minimum or maximum dollar amount.
21. WHEN WILL MY DIVIDENDS BE REINVESTED?
Your dividends will be reinvested during the purchase period for full
and partial dividend reinvestment which is the period beginning two
business days prior to the payment of a dividend and extending through
the last business day of that month. See Question 8.
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22. WHEN WILL SHARES PURCHASED WITH REINVESTED DIVIDENDS BE ENTITLED TO
RECEIVE DIVIDENDS?
Shares of common stock purchased with reinvested dividends will be
entitled to payment of dividends on the next dividend payment date
following the purchase of such shares.
PURCHASES
23. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED THROUGH THE PLAN?
Common stock purchased through the Plan will be purchased, at our sole
discretion, either on the open market or directly from us or through a
combination of the foregoing. Shares purchased from us will be
authorized but unissued shares.
24. HOW IS COMMON STOCK PURCHASED ON THE OPEN MARKET?
Common stock will be purchased through an independent agent appointed by
us. The independent agent will have sole discretion in all matters
related to such purchases, including the day and time of purchase,
purchase price paid, number of shares purchased and the markets or
persons through whom the purchases are made.
25. WHEN ARE SHARES PURCHASED FOR THE PLAN FOR INITIAL CASH INVESTMENTS AND
CASH INVESTMENTS?
Purchases of common stock will be made monthly as promptly as
practicable during the relevant purchase period. Such purchases may be
made from our authorized but unissued shares, on The Nasdaq Market, in
negotiated transactions or on any other securities exchange where such
shares are traded, and may be subject to such terms with respect to
price, delivery and other terms as the Plan's independent agent may
agree. No one shall have any authority or power to direct the time or
price at which shares may be purchased, except where otherwise required
or advisable under any applicable law, or the selection of the broker or
dealer through or from whom purchases are to be made.
26. WHEN WILL SHARES BE CREDITED TO MY PLAN ACCOUNT?
Shares will be credited to your Plan account as soon as practicable
following the date they are purchased.
27. HOW IS THE PURCHASE PRICE OF COMMON STOCK FOR INITIAL CASH INVESTMENTS
AND CASH INVESTMENTS DETERMINED?
When the common stock is acquired in the open market, the share price
paid by you will be the weighted average purchase price of all shares
acquired during the purchase period for initial cash and cash
investments plus any applicable brokerage fees or commissions. The
purchase period for
12
<PAGE> 16
cash and initial cash investments will extend from the first business
day of the month through the 15th business day of that month.
For common stock issued by us, the share price paid by you will be the
average closing price of the common stock during the purchase period for
cash and initial cash investments as reported on The Nasdaq Market.
In periods where the common stock is acquired in the open market and
issued by us, the share price paid by you will be determined by
calculating a weighted average share price of all shares accumulated
according to the two pricing methods detailed above.
We, at our sole discretion, reserve the right to determine whether
shares are purchased in the open market or issued by us.
28. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR ME?
The number of shares of common stock purchased for your Plan account
will be equal to your cash investment (if any) for the applicable month
plus any dividends available for reinvestment, less any applicable fees
or charges, divided by the purchase price of the shares. Your Plan
account will then be credited with the calculated number of whole and
fractional shares of common stock.
29. CAN I REQUEST THE PURCHASE OF A SPECIFIC NUMBER OF SHARES?
Because the purchase price of the common stock cannot be calculated
until the common stock is purchased, you may not request or direct us to
purchase a specific number of shares.
CERTIFICATES
30. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED THROUGH THE PLAN?
Shares of common stock purchased through the Plan will be credited to
your Plan account. Certificates will not be issued for shares credited
to Plan accounts unless the Plan administrator is specifically requested
in writing to do so or unless the Plan account is terminated. The number
of shares credited to your Plan account will be shown on the investment
statement. This service eliminates the need for your certificate
safekeeping and protects against the loss, theft or destruction of your
stock certificates.
Frequent certifications from your Plan accounts are discouraged and may
be assessed a fee at the sole discretion of the Plan administrator.
Certificates, when issued, will be issued in the Plan account name.
Requests to issue a certificate into another registration must meet our
stock transfer requirements. See Question 44.
13
<PAGE> 17
See Question 8 for information relating to certification of only a
portion of Plan shares when you elect the partial dividend reinvestment
option.
SAFEKEEPING OF CERTIFICATES
31. CAN CERTIFICATES BE RETURNED TO THE PLAN ADMINISTRATOR TO BE HELD IN
THE PLAN ACCOUNT?
Certificates for common stock may be returned to the Plan administrator
to take advantage of the safekeeping feature of the Plan. The
certificates should not be endorsed, and delivery by registered mail is
recommended. The certificates should be submitted with a new enrollment
form with the appropriate options checked thereon. You may submit
certificates for safekeeping upon initial enrollment in the Plan or at
any time while participating in the Plan.
SALE OF SHARES
32. HOW MAY I SELL MY PLAN SHARES?
You may sell shares of common stock held in your Plan account during any
calendar month by submitting a written request to us. This request
should indicate the number of shares requested to be sold, must be
signed by ALL Plan account owners and must be guaranteed by a bank,
brokerage firm, or credit union which participates in a Signature
Medallion Guarantee Program. Shares acquired through and held in the
Plan, as well as shares represented by certificates surrendered for
safekeeping, may be sold in this manner. A request to sell shares is
irrevocable after it is received by us. Our appointed agent will have
sole discretion in all matters related to the sale, including the time
of sale, sale price and the markets or persons through whom the shares
are sold. You cannot specify a price at which to sell shares of common
stock.
Shares held outside the Plan in certificated form may not be sold
through the Plan. You may withdraw your shares from the Plan by
requesting certification and delivery of such shares. Such shares may
then be sold by you as you choose. There may be a lengthy delay for
issuing certificates if the request falls before or during a dividend
processing period.
See Question 8 for information relating to the sale of only a portion of
your Plan shares when you elect the partial dividend reinvestment
option.
NOTE: YOU MAY CONTINUE TO SELL AS MANY SHARES OF COMMON STOCK AS YOU
WISH THROUGH A BROKER ONCE SUCH SHARES ARE IN CERTIFICATED FORM.
14
<PAGE> 18
33. WHEN WILL PLAN SHARES BE SOLD?
Shares maintained in the Plan and requested to be sold will be sold at
least monthly. However, sale requests received during a dividend
processing period will be delayed until the dividend processing period
is completed.
A check will be issued by us for the proceeds of the sale minus any
brokerage commissions, any withholding required under applicable tax
laws and a $0.15 per share service charge, and will be made payable to
the registered Plan account owner only.
TERMINATION OF PLAN PARTICIPATION
34. HOW MAY I TERMINATE PARTICIPATION IN THE PLAN?
You may terminate your participation in the Plan either by selling all
the shares in your Plan account or by having a certificate issued for a
specific number of whole shares held in your Plan account and then
selling the balance of the shares. See Questions 30, 32 and 33.
Certificates cannot be issued for fractional shares; fractional shares
must be sold when terminating participation.
You must notify us in writing of your intention to terminate your
participation in the Plan, have all Plan account owners sign the request
and indicate whether you wish to receive a stock certificate or to have
us sell your shares. All signatures on requests to sell shares in order
to terminate participation in the Plan must be guaranteed by a bank,
brokerage firm, or credit union which participates in a Signature
Medallion Guarantee Program.
Cash investments received prior to the request to terminate Plan
participation will be invested beginning on the next investment date
unless you timely request the return of such cash investment. See
Question 19.
The termination of Plan participation will be delayed if the request is
received during a dividend processing period. This is a 15 to 20
business day period which begins on the date prior to the record date of
the dividend.
35. MAY MY PLAN PARTICIPATION BE TERMINATED?
If you do not maintain at least one whole share of common stock in a
Plan account, your participation in the Plan may be terminated by us. If
your participation in the Plan has been terminated, you will receive a
check for the value, as determined under the Plan, of any fractional
share in the Plan account.
In addition, we reserve the right, in our sole discretion, to terminate
anyone's participation in the Plan. We may, at any time, exercise our
discretion to terminate your participation if we believe
15
<PAGE> 19
that such participation may be contrary to the general intent of the
Plan or is or may be in violation of applicable law. If your Plan
participation is terminated, you will receive a certificate for whole
shares of common stock and a check for the cash value of any fractional
share held in the Plan account.
36. WHAT AMOUNT WILL BE DISTRIBUTED IF I SUBMIT A WRITTEN REQUEST FOR
LIQUIDATION OF ALL PLAN SHARES?
A check representing the sale price of the shares, less any brokerage
commission, any withholding required under applicable tax laws and a
$0.15 per share service charge. See Questions 33 and 37.
COSTS
37. WHAT COSTS ARE ASSOCIATED WITH PARTICIPATION IN THE PLAN?
The fees and charges for Plan transactions are as follows:
<TABLE>
<CAPTION>
DESCRIPTION AMOUNT
----------- ------
<S> <C>
Enrollment fee $10.00 (upon initial enrollment only)
Service charge for selling Plan shares $0.15 per share
Purchase charge $5.00 per transaction (waived upon
initial enrollment)
Charge for checks or electronic funds transfer
debits from bank accounts rejected because of
nonsufficient funds (NSF) $25.00
Processing fee for the return of cash
investments and initial cash investments $20.00
Charge for multiple certificates As determined by Plan administrator
Account research charges As determined by Plan administrator
Brokerage commissions, related service
charges, taxes, and wire transfer fees As Applicable
</TABLE>
We pay most of the costs of mailings, materials and other administration
costs of the Plan. All fees and charges for the Plan are subject to
change upon notice to you.
16
<PAGE> 20
REPORTS TO PARTICIPANTS
38. WHAT REPORTS ARE SENT TO ME?
You will receive an investment statement monthly after an investment,
sale, transfer or withdrawal occurs in your Plan account. In a dividend
payment month, you will receive only one statement which will include
all relevant investment and dividend information. THIS STATEMENT WILL
PROVIDE DETAILED ACCOUNT INFORMATION AND SHOULD BE RETAINED FOR TAX
PURPOSES.
You will also receive copies of all shareholder communications from us
such as quarterly reports, annual reports and notices of shareholder
meetings and proxy materials.
You will receive an IRS Form 1099-DIV showing total dividends reported
to the Internal Revenue Service which were paid to you both on shares
held of record and Plan account shares. An IRS Form 1099-B will be
provided for reporting proceeds from the sale of shares through the
Plan. See Question 47 for further information regarding tax reporting.
OTHER INFORMATION
39. WHAT HAPPENS IF YOU HAVE A RIGHTS OFFERING, ISSUE A STOCK DIVIDEND OR
DECLARE A STOCK SPLIT?
In the event that we should make available to our shareholders rights to
purchase additional shares of common stock or other securities, the
administrator will sell or direct the sale of the rights accruing to
shares held in your Plan accounts and apply the net proceeds of such
sales to the purchase of additional shares of common stock. Any
dividends in the form of shares of common stock and any shares resulting
from a common stock split on shares held in your Plan account will be
credited to your Plan account.
40. HOW WILL MY SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
You will receive our proxy statement and a proxy card representing Plan
account shares as well as any other shares of common stock held of
record. Your Plan account shares will be voted in accordance with the
instructions indicated on your proxy card. If no instructions are
indicated on a properly completed, signed and returned proxy card, all
of the whole shares credited to your Plan account will be voted in
accordance with the recommendations of our management. If a properly
completed and signed proxy card or instruction form is not returned,
your shares will not be voted unless voted in person at the meeting.
41. WHAT ARE YOUR AGENTS' RESPONSIBILITIES UNDER THE PLAN?
Neither in our individual capacity or as Plan administrator, nor any
independent agent appointed by us pursuant to the Plan, will be liable
for any act done in good faith or for any good faith omission to act
with respect to the Plan, including, without limitation, any claim of
liability arising
17
<PAGE> 21
out of failure to terminate your account upon your death, prior to
receipt of notice in writing of the death or with respect to the prices
or times at which, or sources from which, shares are purchased or sold
for your Plan accounts, or with respect to any fluctuation in market
value of the common stock before or after any purchase or sale of
shares.
THIS PROSPECTUS DOES NOT REPRESENT A CHANGE IN OUR DIVIDEND POLICY OR A
GUARANTEE OF FUTURE DIVIDENDS, WHICH WILL CONTINUE TO DEPEND UPON OUR
EARNINGS, FINANCIAL REQUIREMENTS, GOVERNMENT REGULATIONS AND OTHER
FACTORS. YOU MUST RECOGNIZE THAT WE CANNOT ASSURE YOU A PROFIT, OR
PROTECT YOU AGAINST LOSSES, ON SHARES PURCHASED PURSUANT TO THE PLAN.
THE MARKET PRICE OF COMMON STOCK CAN FLUCTUATE SUBSTANTIALLY. YOU MUST
ACCEPT THE RISKS AS WELL AS THE BENEFITS OF THE PLAN.
42. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Although we expect to continue the Plan indefinitely, we reserve the
right, in our sole discretion, to suspend, modify or terminate the Plan
at any time. Any suspension, modification or termination of the Plan
will be communicated by us to all Plan participants.
43. MAY COMMON STOCK HELD IN A PLAN ACCOUNT BE PLEDGED AS COLLATERAL?
Common stock held in non-certificated form in a Plan account may not be
pledged as collateral. To use your common stock as collateral, you must
have certificates issued for the shares.
44. MAY COMMON STOCK HELD IN A PLAN ACCOUNT BE TRANSFERRED OR ASSIGNED TO
ANOTHER PERSON?
You may transfer or assign Plan shares to another person or entity by
meeting our stock transfer requirements, including having signatures on
such requests that are guaranteed by a bank, brokerage firm, or credit
union which participates in a Medallion Signature Guarantee program.
Requests for our stock transfer requirements should be sent to:
Old National Bancorp
Shareholder Services Department
P.O. Box 929
Evansville, Indiana 47706-0929
1-800-677-1749
See Question 8 for information relating to the transfer of only a
portion of your Plan shares when you elect the partial dividend
reinvestment option.
45. HOW MAY INSTRUCTIONS BE GIVEN TO THE PLAN ADMINISTRATOR?
Although currently all instructions from you to the Plan administrator
are required to be in writing, the Plan administrator may in the future
allow certain instructions to be given by telephone or in any other
manner as determined by the Plan administrator.
18
<PAGE> 22
46. WHO INTERPRETS THE PLAN?
Any questions of interpretation arising under the Plan will be
determined by us, in our sole discretion, and any such determination
will be final. Questions or correspondence should be directed to:
Old National Bancorp
Shareholder Services Department
P.O. Box 929
Evansville, Indiana 47706-0929
1-800-677-1749
FEDERAL INCOME TAX INFORMATION
47.WHAT ARE SOME OF THE TAX CONSEQUENCES OF MY PARTICIPATION IN THE PLAN?
The following is a summary of all material federal income tax
consequences of participation in the Plan. This summary is for general
information only and does not constitute tax advice. This summary does
not reflect every possible tax outcome or consequence that could result
from participation in the Plan. Also, this summary does not discuss your
tax consequences if you are not a United States citizen or a resident
alien. We advise you to consult your own tax advisors to determine the
tax consequences particular to your situation, including any applicable
state, local or foreign income and other tax consequences that may
result from your participation in the Plan and your subsequent sale of
shares acquired pursuant to the Plan. Any state tax consequences will
vary from state to state, and any tax consequences to you if you reside
outside of the United States will vary from jurisdiction to
jurisdiction.
In general, dividends paid on common stock, whether the shares are held
in certificated form by you or held by us in book-entry through the
Plan, are considered taxable income, whether paid in cash or reinvested
through the Plan.
The tax basis of shares acquired through the reinvestment of dividends
in the Plan will be equal to the amount of the related dividend income
recognized by you for federal income tax purposes. The tax basis of
shares purchased with initial cash investments and cash investments will
be equal to the amount of such investments.
Upon the sale of either a portion or all of your shares from the Plan,
you will recognize a capital gain or loss based on the difference
between the sale proceeds and the tax basis in the shares sold,
including any fractional share. The capital gain or loss will be
long-term if the shares were held for more than one year.
19
<PAGE> 23
For participants who are subject to U.S. withholding tax, backup
withholding or foreign taxes, we will withhold the required taxes from
the gross dividends or proceeds from the sale of shares. The dividends
or proceeds received by you, or dividends reinvested on your behalf,
will be net of the required taxes.
The information return sent to you and the IRS at year-end will provide
the information with respect to the Plan required to complete your
income tax returns.
INDEMNIFICATION
Our Articles of Incorporation provide that we will indemnify, under certain
circumstances, any person who is or was a director, officer or employee of ours
or of any other corporation for which he is or was serving in any capacity at
our request against all liability and expense that may be incurred by him in
connection with any claim, action, suit or proceeding against them.
Additionally, under Indiana law, a director will not be liable to shareholders
for any action taken as a director, or any failure to take any action, unless
(1) 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 (2) such breach or
failure to perform constitutes willful misconduct or recklessness.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, we have been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is therefore unenforceable.
DESCRIPTION OF COMMON STOCK
Our Articles of Incorporation currently authorize the issuance of
150,000,000 shares of common stock. We also have 2,000,000 shares of preferred
stock authorized. These shares are available to be issued, without prior
shareholder approval, in classes with relative rights, privileges and
preferences determined for each class by the board of directors.
Our board of directors has authorized a series of preferred stock
designated as Series A preferred stock, and designated 200,000 shares of Series
A preferred stock in connection with our shareholder rights plan. The 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. On January 25, 1990, our
board of directors declared a dividend of one (1) right for each issued and
outstanding share of common stock. The dividend was payable on March 15, 1990 to
holders of record
20
<PAGE> 24
of common stock at the close of business on March 1, 1990. Each right entitles
the registered holder, upon the occurrence of certain events involving a change
in control, to purchase from us one-hundredth (1/100) of a share of 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 the registrant and Old National Bank in Evansville, as Rights Agent.
Our shareholders do not have preemptive rights to subscribe for any new or
additional shares of common stock, are entitled to dividends and other
distributions when, as and if declared by our board of directors out of funds
legally available therefore, and 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.
Our Articles of Incorporation provide that certain business combinations
may, under certain circumstances, require approval of more than a simple
majority of its issued and outstanding shares, and require a super-majority
shareholder vote of not less than eighty percent (80%) of the outstanding shares
of common stock for the amendment of certain significant provisions.
In the event of any liquidation or dissolution, the holders of shares of
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 liabilities and any rights of creditors and holders of shares of our
preferred stock then outstanding.
Under Indiana law, shares of common stock are not liable to further
assessment. We may redeem or acquire shares of common stock with funds legally
available therefore, and shares so acquired constitute authorized but unissued
shares.
USE OF PROCEEDS
We will not receive any proceeds from the purchase of shares in the open
market. If we do, however, sell shares, we cannot estimate the number of shares
that will ultimately be purchased from us under the Plan nor the prices at which
such shares will be sold. Any proceeds we receive are expected to be used for
general corporate purposes.
EXPERTS
Our consolidated financial statements incorporated into this document have
been audited by PricewaterhouseCoopers LLP, independent public accountants, as
of and for the year ended December 31, 1999 and Arthur Andersen LLP, independent
public accountants, as of and for the years in the period ended December 31,
1998 and to the extent and for the years indicated in their reports thereon, and
have
21
<PAGE> 25
been so incorporated into this document in reliance upon the reports of
PricewaterhouseCoopers and Arthur Andersen and upon the authority of such firms
as experts in auditing and accounting.
The consolidated financial statements of Old National and affiliates
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.
LEGAL MATTERS
Certain legal matters with respect to the common stock offered pursuant to
this prospectus have been passed upon for us by our counsel Krieg DeVault
Alexander & Capehart, LLP, Indianapolis, Indiana.
22
<PAGE> 26
---------------------------------------------------
---------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................. 1
Incorporation of Certain Documents by
Reference.......................... 1
Forward-Looking Statements............. 2
Description of the Plan................ 2
Purpose of the Plan................ 2
Advantages and Disadvantages of the
Plan............................. 2
Plan Administration................ 4
Participation in the Plan.......... 5
Participation Options.............. 6
Initial Cash Investments and Cash
Investments...................... 8
Reinvestment of Dividends.......... 11
Purchases.......................... 12
Certificates....................... 13
Safekeeping of Certificates........ 14
Sale of Shares..................... 14
Termination of Plan
Participation.................... 15
Costs.............................. 16
Reports to Participants............ 17
Other Information.................. 17
Federal Income Tax Information..... 19
Indemnification........................ 20
Description of Common Stock............ 20
Use of Proceeds........................ 21
Experts................................ 21
Legal Matters.......................... 22
</TABLE>
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this prospectus in connection with the offering covered by this
prospectus. If given or made, such information or representations must not be
relied upon as having been authorized by Old National Bancorp. This prospectus
does not constitute an offer to sell, or solicitation of an offer to buy, the
securities, in any jurisdiction where, or to any person to whom, it is unlawful
to make any such offer or solicitation. Neither the delivery of this prospectus
nor any offer or sale made hereunder shall, under any circumstances, create an
implication that there has not been any change in the facts set forth in this
prospectus or in the affairs of Old National Bancorp since the date hereof.
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
OLD NATIONAL BANCORP LOGO
500,000 SHARES
OF
COMMON STOCK
OF
OLD NATIONAL BANCORP
------------------
PROSPECTUS
------------------
OFFERED SOLELY IN
CONNECTION WITH OUR
STOCK PURCHASE
AND
DIVIDEND
REINVESTMENT PLAN
AUGUST 14, 2000
---------------------------------------------------
---------------------------------------------------
<PAGE> 27
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemized statement of all estimated
expenses in connection with the issuance and distribution of the securities
being registered:
<TABLE>
<S> <C>
Registration fees........................................... $ 40,409.41
Printing fees and expenses.................................. 39,500.00
Legal fees and expenses..................................... 35,000.00
Blue Sky fees and expenses.................................. 2,000.00
Accounting fees and expenses................................ 3,000.00
Miscellaneous fees and expenses............................. 8,500.00
-----------
Total.................................................. $128,409.41
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Amended and Restated Articles of Incorporation provide that
the Company will indemnify, under certain circumstances, any person which is or
was a director, officer or employee of the Company or of any other corporation
for which he is or was serving in any capacity at the request of the Corporation
against all liability and expense that may be incurred by him in connection with
any claim, action, suit or proceeding against them. Additionally, under Indiana
law, a director of the Company will not be liable to shareholders for any action
taken as a director, or any failure to take any action, unless (1) 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 (2) such breach or failure to perform
constitutes willful misconduct or recklessness.
ITEM 16. EXHIBITS.
See the Exhibit Index which is hereby incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 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 post-effective amendment to this registration statement shall
be deemed to be a new registration statement relating
II-1
<PAGE> 28
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.
(4) 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.
II-2
<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and 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 August 14, 2000.
OLD NATIONAL BANCORP
By: /s/ JAMES A. RISINGER
------------------------------------
James A. Risinger, Chairman and CEO
POWER OF ATTORNEY
Each of the undersigned hereby appoints Jeffrey L. Knight as attorney and
agent for the undersigned, with full power of substitution, for and in the name,
place and stead of the undersigned, to sign and file with the Commission under
the Securities Act of 1933 any and all amendments and exhibits to this
registration statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.
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 July 27, 2000.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
/s/ JAMES A. RISINGER Chairman of the Board, Director, President and
--------------------------------------------------- Chief Executive Officer (Principal Executive
James A. Risinger Officer)
/s/ JOHN S. POELKER Executive Vice President (Chief Financial
--------------------------------------------------- Officer and Principal Accounting Officer)
John S. Poelker
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
</TABLE>
II-3
<PAGE> 30
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
ANDREW E. GOEBEL* Director
---------------------------------------------------
Andrew E. Goebel
PHELPS L. LAMBERT* Director
---------------------------------------------------
Phelps L. Lambert
RONALD B. LANKFORD* Director
---------------------------------------------------
Ronald B. Lankford
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
</TABLE>
II-4
<PAGE> 31
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<C> <S>
4.1 The description of our common stock contained in our Current
Report on Form 8-K, dated January 6, 1983 (incorporated
herein by reference); The description of our preferred stock
purchase rights contained in our Current Report on Form 8-K,
dated March 1, 1990, including the Rights Agreement, dated
March 1, 1990, between us and Old National Bank in
Evansville, as trustee (incorporated herein by reference).
5.1* Opinion of Krieg DeVault Alexander & Capehart, LLP
23.1* Consent of Krieg DeVault Alexander & Capehart, LLP (included
in Exhibit 5.1)
23.2** Consent of PricewaterhouseCoopers LLP
23.3** Consent of Arthur Andersen LLP
23.4** Consent of Olive LLP
23.5** Consent of Heathcott & Mullaly, P.C.
24.1** Power of Attorney (included on signature page)
</TABLE>
-------------------------
* Previously filed as an exhibit to Old National Bancorp's Registration
Statement on Form S-3 filed on January 21, 1997.
** Filed herewith.
