Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated November 26, 2002) File No. 333-47534
OLD NATIONAL BANCORP
1,000,000 SHARES OF COMMON STOCK
This prospectus supplement supplements the prospectus dated November
26, 2002 of Old National Bancorp relating to the public offering and sale by
selling shareholders described therein. This prospectus supplement contains
information regarding the ownership of shares of our common stock beneficially
owned and offered under the prospectus. This prospectus supplement should be
read in conjunction with the prospectus, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information provided by this prospectus supplement supersedes the information
contained in the prospectus.
Selling Shareholders
The section captioned "Selling Shareholders" beginning on page 4 of the
prospectus is hereby amended as follows:
The following table provides the names and the number of shares of
common stock beneficially owned by each selling shareholder as a result of our
acquisition of Terrill Group, Inc., the maximum number of shares of common stock
offered hereby and the number of shares of such common stock beneficially owned
by each selling shareholder upon completion of the offering or offerings
pursuant to this prospectus, assuming each selling shareholder offers and sells
all of its or his/her respective shares offered hereby. Selling shareholders
may, however, offer and sell all, or some or none of their shares offered
hereby. Under some circumstances, the respective donees, pledges and transferees
or other successors in interest of the selling shareholders may also sell the
shares listed below as being held by the selling shareholders. No selling
shareholder beneficially owns one percent or greater of our outstanding common
stock.
Number of Shares of
Common Stock Number of Shares of Common
Beneficially Owned Maximum Number of Shares Stock Beneficially Held
Prior to the of Common Stock Offered After Completion of the
Name Offering(1) Hereby Offering (2)
---- ----------- ------ ------------
John W. Terrill, Jr. (3) 222,300 188,955 33,345
Mark C. Erickson 185,263 157,474 27,789
Andrew P. Thome 113,815 96,743 17,072
Lynda W. Baris 40,629 34,535 6,094
Norman W. Williams 28,788 24,470 4,318
David C. Webb 10,608 9,017 1,591
Richard L. Salmon 10,502 8,927 1,575
Helen A. Antoine 4,176 3,550 626
Richard L. Bradley 2,373 2,017 356
Paul S. Dobinsky, Trustee 2,055 1,747 308
Jerome P. Kluge 1,683 1,431 252
Lisa M. Lovelace 1,404 1,194 210
Paul R. Wirth 1,100 935 165
Catherine Sue Sakaitis 265 265 0
(1) This number includes the number of shares of our common stock held in
escrow pursuant to the Agreement of Affiliation and Merger, dated as of
October 22, 2002, among Old National Bancorp, Terrill Group, Inc. and ONB
Acquisition Subsidiary, Inc.
(2) This number reflects the number of shares of our common stock held in
escrow pursuant to the Agreement of Affiliation and Merger, dated as of
October 22, 2002, among Old National Bancorp, Terrill Group, Inc. and ONB
Acquisition Subsidiary, Inc.
(3) Mr. Terrill is the Chairman of the Board of Directors and Chief Executive
Officer of Terrill Group, Inc. and ONB Insurance Group, Inc., wholly-owned
subsidiaries of Old National Bancorp.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is December 16, 2002
PROSPECTUS
OLD NATIONAL BANCORP
1,000,000 SHARES OF COMMON STOCK
Resale of Shares by Selling Shareholders
We may, from time to time, make acquisitions. Persons that acquire
shares from us pursuant to such acquisitions may, with our written consent, use
this prospectus to resell such shares of our common stock. Sales by such persons
may be made in a number of ways, including, without limitation:
o through the New York Stock Exchange, in the over-the-counter market, in
privately negotiated transactions or otherwise;
o directly to purchasers or through agents, brokers, dealers or
underwriters; and
o at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.
Selling shareholders may effect such transactions by selling the shares
to or through broker-dealers or underwriters. These broker-dealers, if used, may
receive discounts, concessions or commissions from the selling shareholders or
from the purchaser of the shares. The selling shareholders will receive the
purchase price of the shares of stock sold less any such discounts, concessions
or commissions. The selling shareholders will be responsible for any such
discounts, concessions or commissions. We will not receive any proceeds from the
sale of the shares by the selling shareholders
Other Information
Our common stock is traded on the New York Stock Exchange under the
ticker symbol "ONB."
These securities are not savings or deposit accounts or other obligations of a
bank and are not insured by the FDIC or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is November 26, 2002
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS...................................................2
WHERE YOU CAN FIND MORE INFORMATION..........................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................2
OLD NATIONAL BANCORP.........................................................3
REGULATORY MATTERS...........................................................4
USE OF PROCEEDS..............................................................4
SELLING SHAREHOLDERS.........................................................4
PLAN OF DISTRIBUTION.........................................................4
LEGAL MATTERS................................................................6
EXPERTS......................................................................6
You should rely only on the information incorporated by reference or provided in
this prospectus or any supplement. No one is authorized to provide you with
different information. We are not making an offer of shares of our common stock
in any state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
FORWARD-LOOKING STATEMENTS
This prospectus (including information contained in an accompanying
prospectus supplement and information we include or incorporate into this
prospectus) contains certain forward-looking statements with respect to our
financial condition, results of operations, plans, objectives, future
performance and business, followed by or that include the words "believes,"
"expects," "anticipates," "estimates" or similar expressions. These
forward-looking statements involve certain risks and uncertainties. Actual
results may differ materially from those contemplated by such forward-looking
statements due to, among others, the following factors:
o competitive pressures among depository and other financial institutions
may increase significantly;
o changes in the interest rate environment may reduce margins;
o general economic or business conditions, either nationally or in the
states in which we are doing business, may be less favorable than
expected resulting in, among other things, a deterioration in credit
quality or a reduced demand for credit;
o legislative or regulatory changes may adversely affect the businesses
in which we are engaged;
o technological changes may be more difficult or expensive than
anticipated; and
o changes may occur in the securities markets.
We caution you that any such forward-looking statements are not
guarantees of future performance and involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to differ materially from the future results, performance
achievements we have anticipated in such forward-looking statements.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a Registration Statement on Form S-3 under
the Securities Act, which governs the registration and distribution of
securities. The Form S-3, including the attached exhibits and schedules,
contains additional relevant information about us and our securities. The rules
and regulations of the SEC allow us to omit certain information included in the
Form S-3 from this prospectus.
In addition, we file reports, proxy statements and other information
with the SEC under the Exchange Act. You may read and copy this information at
the SEC's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549.
You may also obtain copies of this information by mail from the Public Reference
Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet site that contains reports, proxy
statements, information statements and other information regarding issuers, like
us, who file electronically with the SEC. The address of that site is
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to other documents we previously filed with the SEC. If you
request, we will provide you with any information we incorporate into this
prospectus. Such information is available without charge to each person,
including any beneficial owner, to whom we deliver a prospectus. Your request
should be made, in writing or orally, to Jeffrey L. Knight, Senior Vice
President, Corporate Secretary and General
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Counsel, Old National Bancorp, 420 Main Street, P.O. Box 718, Evansville,
Indiana 47705, telephone number: (812) 464-1363.
The following documents we previously filed with the SEC contain
important information about us and are incorporated by reference in this
Registration Statement:
o Annual Report on Form 10-K for the year ended December 31, 2001;
o Quarterly Report on Form 10-Q for the three months ended March 31,
2002, June 30, 2002 and September 30, 2002;
o Current Report on Form 8-K filed on April 19, 2000, April 11, 2002,
August 14, 2002 and November 14, 2002;
o Definitive Proxy Statement on Schedule 14A filed on March 15, 2002;
o The description of our common stock contained in our Registration
Statement on Form 8-A, filed on February 7, 2002; and
o The description of our Preferred Stock Purchase Rights contained in our
Registration Statements on Form 8-A, filed on March 1, 1990 and filed
on March 1, 2000, including the Rights Agreement, dated March 1, 1990,
as amended on March 1, 2000, between Old National and Old National Bank
in Evansville, as Trustee.
All reports and documents that we file with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this prospectus and prior to the termination of the offering of the shares will
be deemed to be incorporated by reference into this prospectus and to be made a
part of this prospectus from the date of filing such reports or documents. The
information incorporated by reference is considered to be a part of this
prospectus, except for any information that is superseded by information that is
included directly in this document or in a later document that is also
incorporated by reference.
OLD NATIONAL BANCORP
We are a bank holding company that operates 133 banking offices and 252
ATM locations in Indiana, Illinois and Kentucky through our bank subsidiaries.
These banks provide a wide range of financial services, including:
o commercial, consumer and real estate loans;
o deposit products;
o issuing and servicing credit cards;
o leasing;
o letters of credit; and
o safe deposit facilities.
We also own nonbank subsidiaries which provide additional financial
services incidental to its operations, including:
o securities brokerage services;
o fiduciary and trust services;
o investment services; and
o issuance and reinsurance of credit life, accident, health, life,
property and casualty insurance.
We were incorporated in 1982 in the State of Indiana as the holding
company of Old National Bank in Evansville, Indiana. Old National Bank has
provided banking services since 1834. We began an acquisition program in 1985
and have acquired 38 financial institutions since that time. We continue to
explore opportunities to acquire banks, savings associations and non-bank
companies and are currently reviewing and analyzing potential acquisitions, as
well as engaging in discussions or negotiations concerning potential
acquisitions. There can be no
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assurance that any of these discussions or negotiations will result in
definitive agreements or consummated acquisitions.
As a legal entity separate and distinct from its bank and non-bank
subsidiaries, our principal sources of revenues are dividends and fees from its
bank and non-bank subsidiaries. The subsidiaries that operate in the banking,
insurance and securities business can pay dividends only if they are in
compliance with the applicable regulatory requirements imposed on them by
federal and state regulatory authorities.
REGULATORY MATTERS
As a bank holding company, we are subject to regulation, supervision
and examination by the Board of Governors of the Federal Reserve System under
the Bank Holding Company Act of 1956, as amended. For a discussion of certain
material elements of the regulatory framework applicable to bank holding
companies and their subsidiaries and certain specific information relevant to
us, see our annual report on Form 10-K for the fiscal year ended December 31,
2001 which is incorporated by reference into this prospectus.
This regulatory framework is intended primarily for the protection of
depositors and the federal deposit insurance funds and not for the protection of
security holders or creditors. The various government rules, regulations and
requirements that apply to us impact our business and activities. A change in
applicable statutes, rules, regulations and requirements that apply to us impact
business and activities may have a material effect on our business and earnings.
In addition, our business and earnings are affected by general economic
conditions, legislation and actions of regulatory authorities.
Under policy of the Federal Reserve, a bank holding company is expected
to act as a source of financial strength for its bank subsidiaries and to commit
resources to support such banks. As a result, the Federal Reserve may require us
to commit resources to our bank subsidiaries.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
our common stock offered hereby. All proceeds from the sale of such shares of
our common stock will be received by the selling shareholders, as described
below. See "Selling Shareholders" and "Plan of Distribution."
SELLING SHAREHOLDERS
This prospectus relates to the offer for sale or other distribution of
shares of our common stock by persons who will acquire shares of our common
stock in connection with our acquisition of businesses. Such selling
shareholders will be identified from time to time by supplements to this
prospectus.
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
shareholders to be named in a prospectus supplement, by their permitted donees
or transferees, or by their other successors in interest. The selling
shareholders may sell their shares at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed. Each selling shareholder may reserve
the right to accept or reject,
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in whole or in part, any proposed purchase of shares, whether the purchase is to
be made directly or through agents.
The selling shareholders may offer their shares at various times in one
or more of the following transactions:
o in ordinary brokers' transactions and transactions in which the broker
solicits purchasers;
o in transactions involving cross or block trades or otherwise on The New
York Stock Exchange;
o in transactions in which brokers, dealers or underwriters purchase the
shares as principal and resell the shares for their own accounts
pursuant to this prospectus;
o in transactions "at the market" to or through market makers in the
common stock or into an existing market for our common stock;
o in other ways not involving market makers or established trading
markets, including direct sales of the shares to purchasers or sales of
the shares effected through agents;
o through transactions in options, swaps or other derivatives which may
or may not be listed on an exchange;
o in privately negotiated transactions; or
o in a combination of any of the foregoing transactions.
The selling shareholders also may sell their shares in accordance with
Rule 144 under the Securities Act of 1933.
From time to time, one or more of the selling shareholders may pledge
or grant a security interest in some or all of the shares owned by them. If the
selling shareholders default in performance of the secured obligations, the
pledgees or secured parties may offer and sell the shares from time to time. The
selling shareholders also may transfer and donate shares in other permitted
circumstances. The number of shares beneficially owned by selling shareholders
who transfer, donate, pledge or grant a security interest in their shares will
decrease as and when the selling shareholders take these actions. The plan of
distribution for the shares offered and sold under this prospectus will
otherwise remain unchanged, except that the permitted transferees, donees or
other successors in interest will be selling shareholders for purposes of this
prospectus.
The selling shareholders may use brokers, dealers, underwriters or
agents to sell their shares. The persons acting as agents may receive
compensation in the form of commissions, discounts or concessions. This
compensation may be paid by the selling shareholders or the purchasers of the
shares for whom such persons may act as agent, or to whom they may sell as
principal, or both. The compensation as to a particular person may be less than
or in excess of customary commissions. The selling shareholders and any agents
or broker-dealers that participate with the selling shareholders in the offer
and sale of the shares may be deemed to be "underwriters" within the meaning of
the Securities Act. Any commissions they receive and any profit they realize on
the resale of the shares by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Neither we nor any selling shareholders
can presently estimate the amount of such compensation.
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If a selling shareholder sells shares in an underwritten offering, the
underwriters may acquire the shares for their own account and resell the shares
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. In such event, we will set forth in a supplement to this
prospectus the names of the underwriters and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers. The
underwriters from time to time may change any public offering price and any
discounts, concessions or commissions allowed or reallowed or paid to
broker-dealers. Unless otherwise set forth in a supplement, the obligations of
the underwriters to purchase the shares will be subject to certain conditions,
and the underwriters will be obligated to purchase all of the shares specified
in the supplement if they purchase any of the shares.
We intend to advise the selling shareholders that during such time as
they may be engaged in a distribution of the shares, they are required to comply
with Regulation M under the Securities Exchange Act. With certain exceptions,
Regulation M prohibits any selling shareholder, any affiliated purchasers and
any broker-dealer or other person who participates in such distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase, any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution of that security. The foregoing restrictions may affect the
marketability of the shares.
We may agree to indemnify the selling shareholders against certain
liabilities, including certain liabilities under the Securities Act.
It is possible that a significant number of shares could be sold at the
same time. Such sales, or the perception that such sales could occur, may
adversely affect prevailing market prices for our common stock.
We will bear all expenses (other than selling commissions, underwriting
discounts and fees and expenses of counsel to any selling shareholder) of the
selling shareholders in connection with the registration and sale of the shares
pursuant to this registration statement. To the extent required, we will file
during any period in which offers or sale are being made, one or more
supplements to this prospectus to set forth the name of selling stockholders and
any other material information with respect to the plan of distribution not
previously disclosed.
LEGAL MATTERS
Certain legal matters relating to the validity of shares of our common
stock offered pursuant to this prospectus will be passed upon for us by Krieg
DeVault LLP, Indianapolis, Indiana.
EXPERTS
Our consolidated financial statements incorporated into this prospectus
by reference to the Annual Report on Form 10-K for the year ended December 31,
2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
Our consolidated financial statements incorporated into this prospectus
by reference contain financial statements of ANB Corporation and Heritage
Financial Services, Inc. which have been audited by BKD, LLP, independent
auditors, and Heathcott & Mullaly, P.C., independent auditors, respectively, to
the extent and for the years indicated in their report thereon.
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