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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 1, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 of incorporation) (Commission File No.) (I.R.S. employer
identification number)
420 Main Street, Evansville, Indiana 47708
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(Address of principal executive office) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
None.
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
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ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is hereby made to the Form 8-A of Old National Bancorp (the
"Registrant") filed with the Securities and Exchange Commission (the
"Commission") on March 1, 1990, and such Form 8-A is hereby incorporated by
reference herein.
The Registrant executed an amendment (the "Amendment") dated as of
February 29, 2000, to the Rights Agreement, dated as of March 1, 1990, between
the Registrant and Old National Bank (as successor to Old National Bank in
Evansville), as Rights Agents.
The Amendment provides that the Final Expiration Date (as defined in the
Rights Agreement) means March 1, 2010.
A copy of the Amendment is attached hereto as Exhibit 4 and is
incorporated herein by reference. The foregoing discussion does not purport to
be complete and is qualified in its entirety by reference to such exhibit.
ITEM 2: 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 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.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
OLD NATIONAL BANCORP
Dated: March 1, 2000 By: /s/Jeffrey L. Knight
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Jeffrey L. Knight, Corporate Secretary
and General Counsel
2
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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
2
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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
