UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 23, 2014
OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
Indiana | 001-15817 | 35-1539838 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Main Street Evansville, Indiana |
47708 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (812) 464-1294
(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:
þ | 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 8.01 Other Events
On January 23, 2014, Old National Bancorp (the Company) issued a press release announcing that the Companys Board of Directors declared a quarterly cash dividend of $0.11 per common share, an increase from the $0.10 paid on December 16, 2013. The dividend is payable March 17, 2014, to shareholders of record on March 3, 2014. For purposes of broker trading, the ex-date of the cash dividend is February 27, 2014. The Company also announced the adoption of a stock repurchase plan that authorizes up to 2.0 million shares of Old National Bancorp stock to be repurchased, as conditions warrant, through January 31, 2015.
Attached hereto as Exhibit 99.1 is a press release issued by Old National Bancorp announcing the dividend and stock repurchase program which is incorporated herein by reference pursuant to General Instruction F to Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) | Not applicable. |
(b) | Not applicable. |
(c) | Not applicable. |
(d) | Exhibits |
Exhibit No. |
Description | |
99.1 | Press Release Issued by Old National Bancorp dated January 23, 2014. |
* * * * * * *
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SIGNATURE
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.
Date: January 23, 2014
OLD NATIONAL BANCORP | ||
By: | /s/ Jeffrey L. Knight | |
Jeffrey L. Knight | ||
Executive Vice President, Chief Legal Counsel and Corporate Secretary |
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Exhibit Index
Exhibit No. |
Description | |
99.1 | Press Release issued by Old National Bancorp dated January 23, 2014. |
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Exhibit 99.1
Filed by Old National Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Tower Financial Corporation
SEC Registration Statement No.: 333-192671
NEWS RELEASE |
Old National Increases Cash Dividend 10% and
Approves Stock Repurchase Plan
| Board of Directors increases cash dividend by 10% to $.11 per common share, |
| Company may repurchase up to 2.0 million shares of ONB common stock through January 31, 2015 |
Evansville, Ind. (January 23, 2014) Old National Bancorps (NASDAQ: ONB) Board of Directors declared an increase in its common stock dividend to $.11 per share on the Companys outstanding shares. This new dividend level represents a 10% increase over the previous cash dividend level of $.10 per common share. The dividend is payable March 17, 2014, to shareholders of record on March 3, 2014. For purposes of broker trading, the ex-date of the cash dividend is February 27, 2014.
Old National also announced that its Board of Directors has approved a plan to repurchase, as conditions warrant, up to 2.0 million shares of Old National Bancorp common stock through January 31, 2015. These shares may be purchased from time to time in either the open market or in privately negotiated transactions, in accordance with SEC regulations.
Under the current plan, which was approved by the Board on January 24, 2013, Old National repurchased 889,124 shares during the 4th quarter of 2013 and 1.6 million shares during the full-year 2013.
This dividend increase reflects our confidence in our strategy and long-term performance outlook, as well as our commitment to continuing to enhance shareholder value, said Chris Wolking, Old National Bancorp Senior Executive Vice President and Chief Financial Officer. The fact that we are able to take this positive step for our shareholders while engaged in two significant partnerships, illustrates the strength of our capital position.
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About Old National
Old National Bancorp (NASDAQ: ONB) is the largest financial services holding company headquartered in Indiana and, with $9.6 billion in assets, ranks among the top 100 banking companies in the U.S. Since its founding in Evansville in 1834, Old National Bank has focused on community banking by building long-term, highly valued partnerships with clients in its primary footprint of Indiana, Illinois, Kentucky and Michigan. In addition to providing extensive services in retail and commercial banking, wealth management, investments and brokerage, Old National also owns Old National Insurance, one of the 100 largest brokers in the U.S. For more information and financial data, please visit Investor Relations at oldnational.com.
Additional Information for Shareholders of Tower Financial Corporation
In connection with the proposed merger, Old National Bancorp (Old National) has filed with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 (Registration Statement No. 333-192671) that includes a Proxy Statement of Tower Financial Corporation (Tower) and a Prospectus of Old National, as well as other relevant documents concerning the proposed transaction. The SEC declared the Form S-4 Registration Statement effective on December 19, 2013. Shareholders of Tower are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Old National and Tower, may be obtained at the SECs Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Old National at www.oldnational.com under the tab Investor Relations and then under the heading Financial Information or from Tower by accessing Towers website at www.towerbank.net under the tab Investor Relations and then under the heading SEC Filings.
Old National and Tower and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Tower in connection with the proposed merger. Information about the directors and executive officers of Old National is set forth in the proxy statement for Old Nationals 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 15, 2013. Information about the directors and executive officers of Tower Financial Corporation is set forth in the proxy statement for Towers 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 28, 2013. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger. Free copies of this document may be obtained as described in the preceding paragraph.
Additional Information for Shareholders of United Bancorp, Inc.
In connection with the proposed merger, Old National will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of United Bancorp, Inc. (United) and a Prospectus of Old National, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Old National and United, may be obtained at the SECs Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Old National at www.oldnational.com under the tab Investor Relations and then under the heading Financial Information or from United by accessing Uniteds website at www.ubat.com under the tab Investor Relations and then under the heading SEC Filings.
Old National and United and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of United in connection with the proposed merger. Information about the directors and executive officers of Old National is set forth in the proxy statement for Old Nationals 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 15, 2013. Information about the directors and executive officers of United is set forth in the proxy statement for Uniteds 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 25, 2013. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
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Forward-Looking Statement
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, descriptions of Old National Bancorps financial condition, results of operations, asset and credit quality trends and profitability and statements about the expected timing, completion, financial benefits and other effects of Old Nationals proposed mergers with Tower Financial Corporation and United Bancorp, Inc. Forward-looking statements can be identified by the use of the words anticipate, believe, expect, intend, could and should, and other words of similar meaning. These forward-looking statements express managements current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties and there are a number of factors that could cause actual results to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: expected cost savings, synergies and other financial benefits from the proposed mergers might not be realized within the expected time frames and costs or difficulties relating to integration matters might be greater than expected; the requisite shareholder and regulatory approvals for the proposed mergers might not be obtained; market, economic, operational, liquidity, credit and interest rate risks associated with Old National Bancorps businesses; competition; government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related regulations); ability of Old National Bancorp to execute its business plan (including its proposed acquisitions of Tower Financial Corporation and United Bancorp, Inc.); changes in the economy which could materially impact credit quality trends and the ability to generate loans and gather deposits; failure or circumvention of either Old National Bancorps internal controls; failure or disruption of our information systems; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigations; other matters discussed in this press release and other factors identified in Old National Bancorps Annual Report on Form 10-K and other periodic filings with the SEC. These forward-looking statements are made only as of the date of this press release, and Old National Bancorp does not undertake an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this press release.
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