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): December 17, 1999
PERMANENT BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-23370 35-1908797
- --------------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
101 SOUTHEAST THIRD STREET, EVANSVILLE, INDIANA 47708
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (812) 428-6800
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. OTHER EVENTS.
On December 20, 1999, and December 17, 1999, Permanent Bancorp, Inc.
issued the press releases attached hereto as Exhibits 99.1 and 99.2,
respectively.
The exhibits referred to in Item 7 of this Report and listed on the
accompanying Exhibit Index are filed as part of this Report and are incorporated
herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 - Press Release dated December 20, 1999.
Exhibit 99.2 - Press Release dated December 17, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PERMANENT BANCORP, INC.
Date: December 20, 1999 By: /S/DONALD P. WEINZAPFEL
--------------------------
Donald P. Weinzapfel
Chairman of the Board and
Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
99.1 Press Release dated December 20, 1999
99.2 Press Release dated December 17, 1999
NEWS RELEASE
Donald P. Weinzapfel
Chairman of the Board & FOR IMMEDIATE RELEASE
Chief Executive Officer December 20, 1999
Permanent Bancorp, Inc. FOR FURTHER INFORMATION
101 S.E. Third Street Don Weinzapfel
Evansville, IN 47708 (812) 437-2275
(812) 437-2601
PERMANENT BANCORP INC. ANNOUNCES STOCK FOR STOCK
EXCHANGE WITH OLD NATIONAL BANCORP
(Evansville, Indiana) -- Old National Bancorp (NASDAQ: OLDB) of
Evansville, Indiana, has agreed to acquire Permanent Bancorp, Inc. (NASDAQ:
PERM), a $500 million asset holding company also of Evansville. The companies
have signed a definitive agreement to merge in an all-stock transaction valued
at approximately $92 million.
The agreement calls for fixed price with the exchange ratio to be based
on the price of Old National stock at the time of closing, subject to
adjustment. Old National intends to purchase the shares to be issued in the
transaction in the open market prior to closing and to account for the
transaction as a purchase. The transaction, subject to regulatory agency
approval and the approval of Permanent shareholders is expected to be completed
by the third quarter of 2000. Upon completion of merger, preliminary plans are
to combine Permanent's offices into Old National's.
"The acquisition of Permanent adds to our already strong market share
in the fast growing area of Vanderburgh, Warrick and Gibson Counties in
Southwestern Indiana," said Jim Risinger, Old National Bancorp's chairman and
chief executive officer. "On a pro-forma basis, we will significantly enhance
our preeminent deposit market share position for the three-county area. This
transaction is consistent with our goal of being the leader in all our service
areas."
Permanent's Chairman and Chief Executive Officer, Don Weinzapfel, said,
"The joining of Permanent with Old National will allow us to provide more
locations and extend a broader array of products and services to our customers.
We are excited about the opportunities presented by this partnership, and we
feel this transaction is in the best interest of providing financial services to
the communities we both serve."
According to Old National Chief Financial Officer, John S. Poelker,
"Our ability to negotiate this transaction at this time is a perfect fit with
our acquisition and capital planning strategy. The in-market synergies and
transaction structure are very attractive and will have an immediate and
positive impact on our financial results and our service levels in the
Evansville market. In addition, the shares to be issued in this transaction will
be purchased in the market over the next four to five months, and will allow us
to continue our stock repurchase program begun in August."
Old National has filed a registration statement with the SEC for the
issuance of Trust Preferred securities and plans to issue such securities to
provide financing for its stock repurchase program and provide additional Tier 1
capital.
Old National's total assets will be approximately $8.5 billion upon
completion of this and two other pending mergers with ANB Corporation in Muncie,
Indiana, and Heritage Financial in Clarksville, Tennessee. For more information
on Old National, please visit the company's website at www.oldnational.com.
***
NEWS RELEASE
Donald P. Weinzapfel
Chairman of the Board & FOR IMMEDIATE RELEASE
Chief Executive Officer December 17, 1999
Permanent Bancorp, Inc. FOR FURTHER INFORMATION
101 S.E. Third Street Don Weinzapfel
Evansville, IN 47708 (812) 437-2265
(812) 437-BANK
PERMANENT BANCORP ANNOUNCES NEGOTIATIONS
(December 17, 1999) -- Donald P. Weinzapfel, Chairman and Chief
Executive Officer of Permanent Bancorp, Inc. (NASDAQ - "PERM"), parent of
Permanent Bank, Evansville, Indiana, announced today that the Company is
involved in negotiations that potentially could lead to a stock for stock
transaction. Donald P. Weinzapfel cautioned, however, that "I can offer no
assurance that our negotiations will conclude in a positive manner." The Company
issued the press release following increases in its price and trading volume.
END
