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EX-99 - EXHIBIT 99.1 - TOWER FINANCIAL CORPex99-1.htm

 

UNITED STATES

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): February 4, 2014

 

 

TOWER FINANCIAL CORPORATION


(Exact name of registrant as specified in its charter)

 

      Indiana     

000-25287

35-2051170

(State or other

(Commission

(IRS Employer

jurisdiction of 

File Number)

Identification No.)

incorporation)

 

 

                              

 

116 East Berry Street, Fort Wayne, Indiana 46802

(Address of principal executive offices)

 

 

Registrant’s telephone number, including area code: (260) 427-7000

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☒     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

  

Item 2.02 Results of Operation and Financial Condition

 

On February 4, 2014, Tower Financial Corporation issued a press release titled “Tower Financial Corporation reports record annual income of $8.1 million and announces dividend.”

 

The full text of the press release, together with the exhibits thereto, is furnished herewith as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1954, as amended, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

Item 8.01 Other Events

 

On February 4, 2014, Tower Financial Corporation issued a press release disclosing certain information relevant to the previously announced pending merger of Tower Financial Corporation with and into Old National Bancorp. A copy of the press release is furnished herewith as Exhibit 99.1.

 

Item 9.01 Financial Statement and Exhibits

 

 (d)  Exhibits
   

99.1

Press release, dated February 4, 2014, reporting Tower Financial Corporation’s financial results for its fourth quarter ended December 31, 2013 and the announcement of a dividend to be paid in the first quarter of 2014.

 

 

 

 

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.

 

 

 

Dated: February 4, 2014           

 

 

TOWER FINANCIAL CORPORATION

 

 

 

 

 

 

 

  

 

 

By:

 /s/ Michael D. Cahill               

 

 

 

Michael D. Cahill, Chief Executive Officer

 

    Tower Financial Corporation  

 

 

 

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