-----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, HWegPEd59quhWeqpIvPNIw9Jfir22wx6TZugh7uoxHWkC8P50KXce4MOmSpYSwlf 5YzARDetzpaTylp7iDOu/g== 0000950137-00-000784.txt : 20000307 0000950137-00-000784.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950137-00-000784 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000301 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: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-10888 FILM NUMBER: 559051 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 8-A12G/A 1 FORM 8-A/A 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2000 ------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OLD NATIONAL BANCORP ----------------------------- (Exact name of registrant as specified in its charter) Indiana 0-10888 35-1539838 ------------------------ --------------------- --------------------- (State of incorporation) (Commission File No.) (I.R.S. employer identification number) 420 Main Street, Evansville, Indiana 47708 --------------------------------------- --------- (Address of principal executive office) (Zip Code) ------------------------------------- Securities to be registered pursuant to Section 12(b) of the Act: None. ---- Securities to be registered pursuant to Section 12(g) of the Act: Preferred Stock Purchase Rights ------------------------------- (Title of Class) 2 ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Reference is hereby made to the Form 8-A of Old National Bancorp (the "Registrant") filed with the Securities and Exchange Commission (the "Commission") on March 1, 1990, and such Form 8-A is hereby incorporated by reference herein. The Registrant executed an amendment (the "Amendment") dated as of February 29, 2000, to the Rights Agreement, dated as of March 1, 1990, between the Registrant and Old National Bank (as successor to Old National Bank in Evansville), as Rights Agents. The Amendment provides that the Final Expiration Date (as defined in the Rights Agreement) means March 1, 2010. A copy of the Amendment is attached hereto as Exhibit 4 and is incorporated herein by reference. The foregoing discussion does not purport to be complete and is qualified in its entirety by reference to such exhibit. ITEM 2: EXHIBITS 4.1 Rights Agreement, dated as of March 1, 1990, between Old National Bancorp and Old National Bank in Evansville, as Rights Agent included as Exhibit 1 to the Registrant's Form 8-A, dated March 1, 1990 (incorporated by reference thereto). 4.2 Amendment No. 1 to Rights Agreement, dated as of February 29, 2000, between Old National Bancorp and Old National Bank (as successor to Old National Bank in Evansville), as Rights Agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. OLD NATIONAL BANCORP Dated: March 1, 2000 By: /s/Jeffrey L. Knight ---------------------- Jeffrey L. Knight, Corporate Secretary and General Counsel 2 EX-4.2 2 AMENDMENT #1 TO RIGHTS AGREEMENT 1 EXHIBIT 4.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement (this "Amendment" ) is made effective as of the 29th day of February, 2000. This Amendment is an amendment to the Rights Agreement, dated as of March 1, 1990, (the "Rights Agreement"), between Old National Bancorp, an Indiana corporation (the "Company"), and Old National Bank (as successor to Old National Bank in Evansville) (the "Rights Agent"). RECITALS WHEREAS, pursuant to and in compliance with Section 27 of the Rights Agreement, the Company and the Rights Agent wish to amend the Rights Agreement as set forth herein; NOW THEREFORE, the parties hereto agree as follows: Section 1. Amendments. Section 7(a) of the Rights Agreement is amended to provide that the term "Final Expiration Date" shall mean March 1, 2010. Section 2. Remainder of Agreement Not Affected. Except set forth in Section 1 hereof, the terms and provisions of the Rights Agreement remain in full force and effect and are hereby ratified and confirmed. Section 3. Authority. Each party represents that such party has full power and authority to enter into this Amendment, and that this Amendment constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. Section 4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, all as of the day and year first above written. OLD NATIONAL BANCORP By: /s/ JAMES A. RISINGER ------------------------- James A. Risinger, Chairman, President and Chief Executive Officer Attest: By: /s/ JEFFREY L. KNIGHT - -------------------------------------- Jeffrey L. Knight, Corporate Secretary OLD NATIONAL BANK By: /s/ JAMES A. RISINGER -------------------------- Chairman, President and Chief Executive Officer Attest: By: /s/ JEFFREY L. KNIGHT - ---------------------------- Jeffrey L. Knight, Secretary 2 3 OFFICER'S CERTIFICATE Reference is made to the Rights Agreement, dated as of March 1, 1990, (the "Rights Agreement"), between Old National Bancorp, an Indiana Corporation (the "Company"), and Old National Bank (as successor of Old National Bank in Evansville) (the "Rights Agent"). The undersigned, being a duly elected officer of the Company, hereby certifies to the Rights Agent that the amendment attached hereto is in compliance with the terms of Section 27 of the Rights Agreement, and, on behalf of the Company, directs that the Rights Agent execute such amendment in accordance with Section 27 of the Rights Agreement. IN WITNESS WHEREOF, the undersigned has executed this certificate as of the 29th day of February, 2000. OLD NATIONAL BANCORP /s/ JAMES A. RISINGER --------------------- James A. Risinger, Chairman, President and Chief Executive Officer Attest: By:/s/ JEFFREY L. KNIGHT --------------------- Jeffrey L. Knight, Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----