-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KZL8PBhFlqdR4YvdWSrf3kftyxFNSR/xydpc65WJojp1NCuvi2hLiM4JyKS4NczH 8HJf5m9+gHSjsQDJ5vp+3w== 0000707179-96-000004.txt : 19960520 0000707179-96-000004.hdr.sgml : 19960520 ACCESSION NUMBER: 0000707179-96-000004 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960517 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLD NATIONAL BANCORP /IN/ CENTRAL INDEX KEY: 0000707179 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 351539838 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02473 FILM NUMBER: 96569391 BUSINESS ADDRESS: STREET 1: 420 MAIN ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124641434 MAIL ADDRESS: STREET 1: 420 MAIN STREET CITY: EVANSVILLE STATE: IN ZIP: 47708 FORMER COMPANY: FORMER CONFORMED NAME: OLD NATIONAL BANCORP DATE OF NAME CHANGE: 19920703 424B3 1 Filed under Rule 424(c) and Rule 424 (b)(3) File No. 333-02473 [THE NATIONAL BANK OF CARMI LETTERHEAD] May 17, 1996 Dear Shareholder: I previously mailed to you on April 30, 1996 a Notice of the Special Meeting of Shareholders of The National Bank of Carmi ("Bank") to be held at the main office of the Bank, located at 116 West Main Street, Carmi, Illinois 62821 on May 30, 1996, at 4:30 p.m., local time, for the purpose of voting upon the Agreement of Affiliation and Merger, dated March 15, 1996, as amended, by and among Old National Bancorp ("ONB"), the Bank and Carmi Merger Bank, N.A. ("Merger Bank"). It has recently come to our attention that there was a typographical error regarding certain financial information in the Summary of Selected Financial Data on page -xiii- of the Proxy Statement-Prospectus previously mailed to you. While this error affected only a portion of the information in this table, as a courtesy to you we are delivering to all of our Shareholders a replacement page -xiii- containing the corrected Summary of Selected Financial Data for The National Bank of Carmi. Because this page replacement constitutes a supplement to the original Proxy Statement-Prospectus, you may wish to request (although it is not required) and vote a new proxy for the special meeting. If you desire to revoke your original proxy and wish to execute a new proxy for the special meeting as a result of this Supplement, please contact me at the Bank at (618) 382-4136. Sincerely, James L. Whetstone President PROSPECTUS SUPPLEMENT TO PROSPECTUS OF OLD NATIONAL BANCORP Dated April 30, 1996 for up to 388,500 Shares of Common Stock (No Par Value) This Prospectus Supplement also constitutes a Supplement to the Proxy Statement of THE NATIONAL BANK OF CARMI Dated April 30, 1996 for a Special Meeting of Shareholders to be held on May 30, 1996 This Supplement is being furnished to holders of The National Bank of Carmi ("Carmi") common stock as a supplement to the Proxy Statement-Prospectus ("Proxy Statement"), dated April 30, 1996, constituting the Prospectus of Old National Bancorp ("ONB") with respect to a maximum of 388,500 shares of ONB common stock, no par value per share, being offered to the shareholders of The National Bank of Carmi ("Carmi") in connection with the proposed affiliation of ONB and Carmi, and the Proxy Statement of Carmi in connection with the solicitation of proxies by the Board of Directors of Carmi for use at the Special Meeting of Shareholders to be held on May 30, 1996, and at any adjournment thereof ("Special Meeting"), for the purpose of considering and voting upon: (1) a proposal to approve the Agreement of Affiliation and Merger, dated March 15, 1996, as amended, by and among ONB, Carmi and Carmi Merger Bank, N.A., and (2) any other business which may properly be presented at the Special Meeting or any adjournment thereof. This Supplement replaces and supersedes certain information contained in the Proxy Statement. Specifically, this Supplement replaces and supersedes the Summary of Selected Financial Data table for Carmi set forth on page -xiii- of the Proxy Statement. Through an inadvertent error, the numbers reflected in the table for the fiscal years ended 1991 and 1992 were incorrect. This Supplement contains the correct information for the table on the reverse side hereof. All information contained in this Supplement with respect to Carmi has been supplied by Carmi. This Supplement should be read together with the Proxy Statement. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Supplement is May 17, 1996.
SUMMARY OF SELECTED FINANCIAL DATA - THE NATIONAL BANK OF CARMI (Dollars in thousands except per share data) The following summary sets forth selected financial information relating to The National Bank of Carmi. This information should be read in conjunction with the financial statements and notes included elsewhere herein. Twelve Months Ended December 31, 1995 1994 1993 1992 1991 Results of Operations (Taxable equivalent basis) Interest income $ 4,727 $ 4,440 $ 3,892 $ 4,528 $ 5,111 Interest expense 2,215 1,885 1,686 2,121 2,926 ------- ------- ------- ------- ------- Net interest income $ 2,512 $ 2,555 $ 2,206 $ 2,407 $ 2,185 Provision for loan losses 400 - 86 (12) - ------- ------- ------- ------- ------- Net interest income after provision $ 2,112 $ 2,555 $ 2,120 $ 2,395 $ 2,185 Noninterest income 265 214 182 190 219 Noninterest expenses 1,763 1,792 1,375 1,426 1,372 ------- ------- ------- ------- ------- Income before income taxes $ 614 $ 977 $ 927 $ 1,159 $ 1,032 Income taxes 150 265 106 265 220 ------- ------- ------- ------- ------- Net income $ 464 $ 712 $ 821 $ 894 $ 812 ======= ======= ======= ======= ======= Year-End Balances Total assets $66,058 $66,727 $71,364 $59,445 $59,386 Total loans - net of unearned income 34,027 31,989 29,939 25,304 22,341 Total deposits 55,912 56,326 61,148 49,960 49,999 Stockholders equity 8,032 8,092 8,308 8,114 8,060 Per Share Data Net income - primary $ 4.64 $ 7.12 $ 8.21 $ 8.94 $ 8.12 Net income - fully diluted 4.64 7.12 8.21 8.94 8.12 Cash dividends paid 7.46 7.25 6.50 8.00 7.00 Book value at year-end 80.32 80.92 83.08 81.14 80.60 Dividend payout ratio 160.78% 101.83% 79.17% 89.49% 86.21% Selected Performance Ratios (based on averages) Return on assets .70% 1.04% 1.26% 1.51% 1.37% Return on equity 5.76% 8.68% 10.17% 10.73% 9.89% Equity to assets 11.95% 11.86% 12.77% 13.53% 13.71% Primary capital to asset Net charge-offs to average loans -.07% .17% 1.25% -.10% .06% Allowance for loan losses to end of period loans 2.28% 1.10% 1.35% 1.90% 1.98% -xiii-
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