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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission File Number 0-10888
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OLD NATIONAL BANCORP
(Exact name of the Registrant as specified in its charter)
INDIANA 35-1539838
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
420 Main Street Evansville, Indiana 47708
(Address of principal executive offices) (Zip Code)
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(812) 464-1434
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
9.500% Trust Preferred Securities, Series I
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value Preferred Stock Purchase Rights
-------------------------- ---------------------
The Registrant has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports)and has been subject to such filing
requirements for the past 90 days.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein
and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value (average bid price) of the
Registrant's voting common stock held by non-affiliates of the
Registrant as of January 31, 2001, was approximately $1,561
million. The total number of shares of Registrant's common stock
outstanding as of that date was 59,897,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for
the year ended December 31,2000 is incorporated by reference
into Part II of this Form 10-K.
Portions of the Registrant's Proxy Statement for the Annual
Meeting of Shareholders to be held April 19, 2001, is
incorporated by reference into Part III of this Form 10-K.
OLD NATIONAL BANCORP
2000 ANNUAL REPORT ON FORM 10-K
-------------------------------
Table of Contents
PART I PAGE
Item 1. Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
Item 5. Market for The Registrant's Common Stock and Related
Stockholder Matters 8
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 8
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 9
PART III
Item 10. Directors and Executive Officers of the Registrant 10
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial Owners and
Management 10
Item 13. Certain Relationships and Related Transactions 10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 11
SIGNATURES 13
INDEX OF EXHIBITS 15
2
OLD NATIONAL BANCORP
2000 ANNUAL REPORT ON FORM 10-K
-------------------------------
PART I
Item 1. BUSINESS
Old National Bancorp (the "Registrant") is a bank holding
company incorporated in the State of Indiana and maintains its
principal executive office in Evansville, Indiana. Through its
nonbank affiliates, the Registrant provides services incidental
to the business of banking. Since its formation in 1982, the
Registrant has acquired seventeen banks and two thrifts located
in Indiana; six banks and one thrift located in Kentucky; and
eleven banks and one thrift located in Illinois. In 1999 Old
National implemented its charter consolidation project named One
Bank and by December 31, 1999 consolidated its banking charters
down to three banks. After completing the three major bank
mergers in 2000, banking charters were down to two with the
completion of the project scheduled for early 2001. The goals of
One Bank included a single brand image, common products offered
throughout the banking locations, and improved back-office
efficiency. As of December 31, 2000, the registrant employed
2,873 full-time equivalent employees. For further discussion of
the business of the registrant see management's discussion and
analysis in Part II, Item 7.
Banking Affiliates
As of December 31, 2000, the Registrant's affiliate banks
operated 148 banking offices throughout Indiana, Illinois,
Kentucky, Tennessee and Ohio.
The Registrant's affiliate banks are engaged in a wide range
of commercial and consumer banking activities, including
accepting demand, savings, and time deposits; making commercial,
consumer, and real estate loans; money management services; and
providing other services relating to the general banking
business. Certain of the Registrant's affiliated entities also
offer electronic data processing, brokerage, and correspondent
banking services; originate, market, and service mortgage loans;
and rent safe deposit facilities.
Nonbank Affiliates
Indiana Old National Insurance Company ("IONIC") and Central
Life Insurance Company reinsures credit life, accident, and
health insurance. In addition, IONIC provides captive property
and casualty insurance for the Registrant and reinsures most of
the coverage to non-affiliated carriers. Fiduciary and trust
services are offered through two trust companies. Old National
Realty owns certain properties in Evansville, Indiana, leased by
affiliates. Various subsidiaries of an affiliate bank sell
insurance products including property and casualty, life, and
disability.
Supervision and Regulation
The Registrant is registered as a bank holding company and
is subject to the supervision of, and regulation by, the Board of
Governors of the Federal Reserve System ("Federal Reserve") under
the Bank Holding Company Act of 1956, as amended ("BHC Act"). The
Federal Reserve has issued regulations under the BHC Act
requiring a bank holding company to serve as a source of
financial and managerial strength to its subsidiary banks. It is
the policy of the Federal Reserve that, pursuant to this
requirement, a bank holding company should stand ready to use its
resources to provide adequate capital funds to its subsidiary
3
banks during periods of financial stress or adversity.
The BHC Act requires the prior approval of the Federal
Reserve to acquire more than a 5% voting interest of any bank or
bank holding company. Additionally, the BHC Act restricts the
Registrant's nonbanking activities to those which are determined
by the Federal Reserve to be closely related to banking and a
proper incident thereto.
Under the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA"), a bank holding company is required to
guarantee the compliance of any insured depository institution
subsidiary that may become "undercapitalized" (as defined in
FDICIA) with the terms of any capital restoration plan filed by
such subsidiary with its appropriate federal bank regulatory
agency.
Bank holding companies are required to comply with the
Federal Reserve's risk-based capital guidelines. The Federal
Deposit Insurance Corporation ("FDIC") and the Office of the
Comptroller of the Currency ("OCC") have adopted risk-based
capital ratio guidelines to which depository institutions under
their respective supervision are subject. The guidelines
establish a systematic analytical framework that makes regulatory
capital requirements more sensitive to differences in risk
profiles among banking organizations. Risk-based capital ratios
are determined by allocating assets and specified off-balance
sheet commitments to four risk weighted categories, with higher
levels of capital being required for the categories perceived as
representing greater risk. All of the Registrant's affiliate
banks exceeded the risk-based capital requirements of the FDIC
and OCC as of December 31, 2000. For the Registrant's regulatory
capital ratios and regulatory requirements as of December 31,
2000, see the information under the caption of Capital Resources
in the Management Discussion and Analysis of Financial Condition
section of the Annual Report to Shareholders for the year ended
December 31, 2000.
The Registrant's affiliate banks are subject to the
provisions of the National Bank Act or the banking laws of their
respective states of charter, are supervised, regulated, and
examined by the OCC or their respective state banking agency, and
are subject to the rules and regulations of the OCC, Federal
Reserve, and the FDIC.
A substantial portion of the Registrant's cash revenue is
derived from dividends paid to it by its affiliate banks. These
dividends are subject to various legal and regulatory
restrictions as summarized in Note 13 of the financial statements
referenced in Item 8.
Both federal and state law extensively regulates various
aspects of the banking business, such as reserve requirements,
truth-in-lending and truth-in-savings disclosures, equal credit
opportunity, fair credit reporting, trading in securities, and
other aspects of banking operations.
Insured state-chartered banks are prohibited under FDICIA
from engaging as principal in activities that are not permitted
for national banks, unless (i) the FDIC determines that the
activity would pose no significant risk to the appropriate
deposit insurance fund, and (ii) the bank is, and continues to
be, in compliance with all applicable capital standards.
Branching by the Registrant's affiliate banks is subject to
the jurisdiction and requires notice to or the prior approval of
the bank's primary federal regulatory authority and, if the
branching bank is a state bank, the respective state's banking
agency.
The Registrant and its affiliate banks are subject to the
Federal Reserve Act, which restricts financial transactions
4
between banks and affiliated companies. The statute limits credit
transactions between banks, affiliated companies and its
executive officers and its affiliates. The statute prescribes
terms and conditions for bank affiliate transactions deemed to be
consistent with safe and sound banking practices, and restricts
the types of collateral security permitted in connection with a
bank's extension of credit to an affiliate.
FDICIA accomplished a number of sweeping changes in the
regulation of depository institutions, including the Registrant's
affiliate banks. FDICIA requires, among other things, federal
bank regulatory authorities to take "prompt corrective action"
with respect to banks which do not meet minimum capital
requirements. FDICIA further directs that each federal banking
agency prescribe standards for depository institutions and
depository institution holding companies relating to internal
controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset
growth, management compensation, a maximum ratio of classified
assets to capital, minimum earnings sufficient to absorb losses,
a minimum ratio of market value to book value of publicity traded
shares, and such other standards as the agency deems appropriate.
The deposits of the Registrant's affiliate banks are insured
up to $100,000 per insured account by the Bank Insurance Fund
("BIF"), which is administered by the FDIC, except for deposits
acquired in connection with affiliations with savings
associations, which deposits are insured by the Savings
Association Insurance Fund ("SAIF"). Accordingly, the
Registrant's affiliated banks pay deposit insurance premiums to
both BIF and SAIF.
The Riegle-Neal Community Development and Regulatory
Improvement Act of 1994 ("Act") contains seven titles pertaining
to community development and home ownership protection, small
business capital formation, paperwork reduction and regulatory
improvement, money laundering, and flood insurance. The
applicable federal supervisory agencies continue to promulgate
regulations implementing the Act which apply to Registrant's
affiliate banks.
The Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 allows for interstate banking and interstate
branching without regard to whether such activity is permissible
under state law. Bank holding companies may now acquire banks
anywhere in the United States subject to certain state
restrictions.
On November 12, 1999, the President signed into law
comprehensive legislation that modernizes the financial services
industry for the first time in decades. The Gramm-Leach-Bliley
Act ("GLBA") permits bank holding companies to conduct
essentially unlimited securities and insurance activities, in
addition to other activities determined by the Federal Reserve to
be related to financial services. As a result of the GLBA, the
Registrant may underwrite and sell securities and insurance. It
may acquire, or be acquired by, brokerage firms and insurance
underwriters. The Registrant does not anticipate significant
changes in its products or services as a result of the GLBA.
In addition to the matters discussed above, the Registrant's
affiliate banks are subject to additional regulation of their
activities, including a variety of consumer protection
regulations affecting their lending, deposit, and collection
activities and regulations affecting secondary mortgage market
activities. The earnings of financial institutions are also
affected by general economic conditions and prevailing interest
rates, both domestic and foreign, and by the monetary and fiscal
policies of the United States government and its various
agencies, particularly the Federal Reserve.
Additional legislative and administrative actions affecting
the banking industry may be considered by the United States
5
Congress, state legislatures, and various regulatory agencies,
including those referred to above. It cannot be predicted with
certainty whether such legislative or administrative action will
be enacted or the extent to which the banking industry in general
or the Registrant and its affiliate banks in particular would be
affected.
Risk Factors
A cautionary note about forward-looking statements. In its
oral and written communication, the Registrant from time to time
includes forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward
looking statements can include statements about estimated cost
savings, plans and objectives for future operations, and
expectations about performance as well as economic and market
conditions and trends. They often can be identified by the use of
words like "expect," "may," "could," "intend," "project",
"estimate," "believe" or "anticipate." The Registrant may include
forward-looking statements in filings with the Securities and
Exchange Commission, such as this Form 10-K, in other written
materials, and in oral statements made by senior management to
analysts, investors, representatives of the media, and others. It
is intended that these forward-looking statements speak only as
of the date they are made, and the Registrant undertakes no
obligation to update any forward-looking statement to reflect
events or circumstances after the date on which the forward
looking statement is made or to reflect the occurrence of
unanticipated events. By their nature, forward-looking
statements are based on assumptions and are subject to risks,
uncertainties, and other factors. Actual results may differ
materially from those contained in the forward looking statement.
The discussion in the 2000 Annual Report to Shareholders under
the caption "Management's Discussion and Analysis of Results of
Operations and Financial Condition," incorporated in Item 7 of
this Form 10-K, lists some of the factors which could cause the
Registrant's actual results to vary materially from those in any
forward-looking statements. Your attention is directed to this
discussion which can be found in Exhibit 13 to this Form 10-K.
Other uncertainties which could affect the Registrant's future
performance include the effects of competition, technological
changes and regulatory developments (see the discussion under the
heading "Supervision and Regulation" above); changes in fiscal,
monetary and tax policies; market, economic, operational,
liquidity, credit and interest rate risks associated with the
Registrant's business; inflation; competition in the financial
services industry; changes in general economic conditions, either
nationally or regionally, resulting in, among other things,
credit quality deterioration; and changes in the securities
markets. Investors should consider these risks, uncertainties,
and other factors in addition to those mentioned by the
Registrant in its other filings from time to time when
considering any forward-looking statement.
Item 2. PROPERTIES
The principal office of the Registrant is located in leased
space in the multi-story Old National Bank Building located at
420 Main Street, Evansville, Indiana. The building is owned by a
non-affiliated third party.
The Registrant's affiliate banks conduct business primarily
from facilities owned by the respective affiliate banks. Of the
148 banking offices operated by the Registrant's affiliate banks,
114 are owned by the respective banks and 34 are leased from non-
affiliated third parties.
Old National Realty Company, Inc., a wholly-owned non-
banking subsidiary of the Registrant, owns certain real
properties in downtown Evansville, Indiana, which generally are
incidental to the Registrant's banking operations. It does not
engage in real estate brokerage services.
6
Item 3. LEGAL PROCEEDINGS
No material pending legal proceedings, other than ordinary
routine litigation incidental to the business, to which the
Registrant or any of its subsidiaries is a party or of which any
of their property is subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of
the Registrant during the fourth quarter of 2000.
7
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
Page 45 of the Registrant's Annual Report to Shareholders
for the year ended December 31, 2000 is expressly incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Page 14 of the Registrant's Annual Report to Shareholders
for the year ended December 31, 2000 is expressly incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Pages 15 through 27 of the Registrant's Annual Report to
Shareholders for the year ended December 31, 2000 is expressly
incorporated herein by reference.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Page 19 of the Registrant's Annual Report to Shareholders
for the year ended December 31, 2000 is expressly incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 28 through 43 of the Registrant's Annual Report to
Shareholders for the year ended December 31, 2000 is expressly
incorporated herein by reference.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors
ANB Corporation
Muncie, Indiana
We have audited the accompanying consolidated balance sheet of
ANB Corporation and subsidiaries as of December 31, 1999, and the
related consolidated statements of income, stockholders' equity
and cash flows for each of the two years in the period ended
December 31, 1999 (not presented separately herein). These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements described
above present fairly, in all material respects, the consolidated
financial position of ANB Corporation and subsidiaries as of
December 31, 1999, and the results of their operations and their
cash flows for each of the two years in the period ended December
31, 1999, in conformity with generally accepted accounting
principles. We have not audited the consolidated financial
statements of ANB Corporation for any period subsequent to
December 31, 1999.
8
/s/ Olive LLP
Olive LLP
Indianapolis, Indiana
January 28, 2000
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Board of Directors
Heritage Financial Services, Inc.
We have audited the consolidated balance sheets of Heritage
Financial Services, Inc. and Subsidiary as of December 31, 1999
and 1998, and the related consolidated statements of operations,
changes in stockholders' equity, and cash flows for each of the
three years in the period ended December 31, 1999 (not presented
separately herein). These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion. In our
opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Heritage Financial Services, Inc. and subsidiary as
of December 31, 1999 and 1998, and the consolidated results of
their operations and their cash flows for each of the three years
in the period ended December
31, 1999, in conformity with generally accepted accounting
principles. We have not audited the consolidated financial
statements of Heritage Financial Services, Inc. and Subsidiary
for any period subsequent to December 31, 1999.
/s/ Heathcott & Mullaly, P.C.
Heathcott & Mullaly, P.C.
Brentwood, Tennessee
January 18, 2000
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
This information is omitted from this report pursuant to
General Instruction G.(1) of Form 10-K as the Registrant has
filed with the Commission on July 29, 1999 a Form 8-K, as
amended, relating to a change in accountants.
9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is omitted from this report pursuant to
General Instruction G.(3) of Form 10-K as the Registrant has
filed with the Commission its definitive Proxy Statement pursuant
to Regulation 14-A of the Securities Exchange Act of 1934, as
amended, not later than 120 days after December 31, 2000.
ITEM 11. EXECUTIVE COMPENSATION
This information is omitted from this report pursuant to
General Instruction G.(3) of Form 10-K as the Registrant has
filed with the Commission its definitive Proxy Statement pursuant
to Regulation 14-A of the Securities Exchange Act of 1934, as
amended, not later than 120 days after December 31, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
This information is omitted from this report pursuant to
General Instruction G.(3) of Form 10-K as the Registrant has
filed with the Commission its definitive Proxy Statement pursuant
to Regulation 14-A of the Securities Exchange Act of 1934, as
amended, not later than 120 days after December 31, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is omitted from this report pursuant to
General Instruction G.(3) of Form 10-K as the Registrant has
filed with the Commission its definitive Proxy Statement pursuant
to Regulation 14-A of the Securities Exchange Act of 1934, as
amended, not later than 120 days after December 31, 2000.
10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) 1. Financial Statements:
Report of Independent Accountants
Consolidated Balance Sheet--December 31, 2000 and 1999
Consolidated Statement of Income--Years Ended December 31,
2000, 1999, and 1998
Consolidated Statement of Changes in Shareholders' Equity-
-Years Ended December 31, 2000, 1999, and 1998
Consolidated Statement of Cash Flows--Years Ended December
31, 2000, 1999, and 1998
Notes to Consolidated Financial Statements
Incorporated by reference to pages 28 through 42 of the
Registrant's Annual Report for the year ended December 31, 2000
attached hereto as Exhibit 13.
2. Financial Statement Schedules
The schedules for Registrant and its subsidiaries are omitted because
absence of conditions under which they are required, or because the
information is set forth in the consolidated financial statements or
the notes thereto.
3. Exhibits - The following is a listing of the exhibits required by Item
601 of Regulation S-K.
Exhibit 3(i) - Articles of Incorporation of the Registrant
Exhibit 3(ii) - By-Laws of the Registrant
Exhibit 4(a) - Description of Registrant's common stock
Exhibit 4(b) - Description of Registrants Preferred Stock Purchase
Rights
Exhibit 4(c) - Description of the Trust Preferred Securities, Series I
Exhibit 10(a) - Distribution Agreement
Exhibit 10(b) - Old National Bancorp Employees' Retirement Plan*
Exhibit 10(c) - Employees' Savings and Profit Sharing Plan of Old
National Bancorp*
Exhibit 10(d) - Severance Agreement for James A. Risinger,Thomas F.
Clayton, Michael R. Hinton, Daryl D. Moore and John S.
Poelker*
Exhibit 10(e) - The Old National Bancorp 1999 Equity
Incentive Plan*
Exhibit 13 - Portions of the Annual Report to Shareholders
for the year ended December 31, 2000
Exhibit 21 - Subsidiaries of the Registrant
Exhibit 23(a) - Consent of PricewaterhouseCoopers
Exhibit 23(b) - Consent of Arthur Andersen LLP
Exhibit 23(c) - Consent of Olive LLP
Exhibit 23(d) - Consent of Heathcott & Mullaly, P.C.
* - Management contract or compensatory plan
(b) Reports on Form 8-K filed during the quarter ended December 31, 2000.
None
(c) Exhibits--The following exhibits are filed herewith:
Exhibit 13- Portions of the Annual Report to Shareholders for the year
ended December 31, 2000.
11
Exhibit 21- Subsidiaries of the Registrant
Exhibit 23(a)- Consent of PricewaterhouseCoopers
Exhibit 23(b)- Consent of Arthur Andersen LLP
Exhibit 23(c)- Consent of Olive LLP
Exhibit 23(d) - Consent of Heathcott & Mullaly, P.C.
(d) Financial Statement Schedules.
The schedules for Registrant and its subsidiaries are
omitted because absence of conditions under which they are
required, or because the information is set forth in the
consolidated financial statements or the notes thereto.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities
Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
OLD NATIONAL BANCORP
By: /s/ James A. Risinger
---------------------------
James A. Risinger,
Chairman of the Board of Directors,
President and CEO (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
By: /s/ David L. Barning 3/8/2001
---------------------------------- ---------
David L. Barning, Director Date
By:
---------------------------------- ---------
Richard J. Bond, Director Date
By: /s/ Alan W. Braun 3/8/2001
---------------------------------- ---------
Alan W. Braun, Director Date
By:
---------------------------------- ---------
Wayne A. Davidson, Director Date
By: /s/ Larry E. Dunigan 3/8/2001
---------------------------------- ---------
Larry E. Dunigan, Director Date
By: /s/ David E. Eckerle 3/8/2001
---------------------------------- ---------
David E. Eckerle, Director Date
By: /s/ Andrew E. Goebel 3/8/2001
---------------------------------- ---------
Andrew E. Goebel, Director Date
By: /s/ Phelps L. Lambert 3/8/2001
---------------------------------- ---------
Phelps L. Lambert, Director Date
By: /s/ Ronald B. Lankford 3/8/2001
---------------------------------- ---------
Ronald B. Lankford, Director Date
By: /s/ Lucien H. Meis 3/8/2001
---------------------------------- ---------
Lucien H. Meis, Director Date
By:
---------------------------------- ---------
Louis L. Mervis, Director Date
13
By: /s/ James A. Risinger 3/8/2001
---------------------------------- ---------
James A. Risinger, Date
Chairman of the Board of Directors,
President and CEO (Principal
Executive Officer)
By: /s/ John N. Royse 3/8/2001
---------------------------------- ---------
John N. Royse, Director Date
By: /s/ Marjorie Soyugenc 3/8/2001
---------------------------------- ---------
Marjorie Soyugenc, Director Date
By:
---------------------------------- ---------
Kelly N. Stanley, Director Date
By: /s/ Charles D. Storms 3/8/2001
---------------------------------- ---------
Charles D. Storms, Director Date
By: /s/ John S. Poelker 3/8/2001
---------------------------------- ---------
John S. Poelker, Date
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer)
By: /s/ Ronald W. Seib 3/8/2001
---------------------------------- ---------
Ronald W. Seib, Date
Vice President-Corporate Controller
(Principal Accounting Officer)
14
INDEX OF EXHIBITS
Regulation S-K
Reference
(Item 601)
3 (i) Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3(i) of the Registrant's Registration
Statement on Form S-4, File No. 333-09967, dated August 12, 1996).
3 (ii) By-Laws of the Registrant (incorporated by reference to Exhibit
3(ii) of Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
4 (a) The description of Registrant's common stock contained in its
Current Report on Form 8-K, dated January 6, 1983 (incorporated by
reference thereto).
(b) The description of Registrant's Preferred Stock Purchase Rights
contained in Registrant's Form 8-A, dated March 1, 1990, as amended
by the Registrant's Form 8-A, dated March 1, 2000 (incorporated by
reference thereto), including the Rights Agreement, dated March 1,
1990, between the Registrant and Old National Bank in Evansville,
as Trustee, as amended on March 1, 2000 (incorporated by reference
thereto).
(c) The description of The Trust Preferred Securities, Series I
contained in Registrant's Form 8-A, dated April 11, 2000
(incorporated by reference thereto).
10 Material contracts
(a) Distribution Agreement is incorporated by reference to
Exhibit of amendment no. 2 of the Registrant's Registration
Statement on Form S-3, File No. 333-29433, dated July 23, 1997.
(b) Old National Bancorp Employees' Retirement Plan is incorporated
by reference to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997.
(c) Employees' Savings and Profit Sharing Plan of Old National
Bancorp is incorporated by reference to the Registrant's Quarterly
report on Form 10-Q for the quarter ended June 30, 1997.
(d) Form of Severance Agreement for James A. Risinger, Thomas F.
Clayton, Michael R. Hinton, Daryl D. Moore and John S. Poelker, as
amended, is incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998.
(e) The Old National Bancorp 1999 Equity Incentive Plan is
incorporated by reference to the Registrant's Quarterly report on
Form 10-Q for the quarter ended March 31, 1999.
13 Portions of the Annual Report to Shareholders for the year ended
December 31, 2000.
21 Subsidiaries of the Registrant
23 (a) Consent of PricewaterhouseCoopers
(b) Consent of Arthur Andersen LLP
(c) Consent of Olive LLP
(d) Consent of Heathcott & Mullaly, P.C.
15