8-K

 

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): October 13, 2011

Old National Bancorp
__________________________________________
(Exact name of registrant as specified in its charter)

Indiana	001-15817	35-1539838
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Main Street, Evansville, Indiana		47708
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (812) 464-1294

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:

[  ]  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 October 13, 2011, Old National Bancorp’s wholly owned bank subsidiary, Old National Bank ("ONB"), announced that it entered into a Branch Purchase and Assumption Agreement (the "Agreement") with First Midwest Bank ("First Midwest") to sell the deposits (the "Transaction") from the four former Chicago-area Integra Bank branches that ONB acquired in an FDIC assisted transaction on July 29, 2011. Subject to the receipt of regulatory approval and the satisfaction of customary closing conditions, the Transaction is expected to close on or around December 3, 2011. In connection with the Transaction and subject to certain conditions, First Midwest has agreed to purchase the Plainfield South branch facility which is located at 2320 S. Rt. 59, Plainfield, IL.

Attached hereto as Exhibit 99.1 is a press release issued by Old National Bancorp announcing the planned sale of deposit accounts which is incorporated herein by reference pursuant to General Instruction F to Form 8-K.


Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements regarding future events and developments concerning Old National. You can find many of these statements by looking for words such as "expects," "projects," "anticipates," "believes," "intends," "estimates," "strategy," "plan," "potential," "possible" and other similar expressions. Statements about the expected timing, completion and and all other statements in this Current Report other than historical facts constitute forward-looking statements.

Forward-looking statements involve certain risks and uncertainties. The ability of either Old National to predict results or actual effects of its plans and strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Because these forward-looking statements are subject to assumptions and uncertainties, the developments and future events concerning Old National set forth in this Current Report may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this Current Report.

All written and oral forward-looking statements concerning the merger or other matters addressed in this Current Report and attributable to Old National or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Old National undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report or to reflect the occurrence of unanticipated events, unless obligated to do so under the federal securities laws.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. / Description

99.1 Press Release Issued by Old National Bancorp dated October 13, 2011.

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.

	Old National Bancorp
October 13, 2011	By:	Christopher A. Wolking
		Name: Christopher A. Wolking
		Title: Senior Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Old National Bancorp dated October 13, 2011.

EX-99.1

NEWS RELEASE

NYSE: ONB
oldnational.com

Media Contact:
Kathy A. Schoettlin – (812) 465-7269
Communications Director, EVP

FOR IMMEDIATE RELEASE –
Date: October 13, 2011

Old National Bank agrees to sell deposits from former Chicago-area Integra branches to First Midwest Bank

~Deposits of four branches included in the sale: Bridgeview, Mokena, Plainfield North and Plainfield South
~Deposits total approximately $185 Million
~All loans to remain with Old National
~Transaction expected to close around Dec. 3, 2011

Evansville, Ind. (October 13, 2011) –Old National Bank, which acquired all 52 branches of the former Integra Bank on July 29, 2011, in an FDIC-assisted transaction, has announced the signing of an agreement to sell the deposits of four former Integra branches located in the Chicago area to First Midwest Bank. This transaction is expected to close around Dec. 3, 2011, subject to receipt of regulatory approval and satisfaction of customary closing conditions.

The deposits involved in the sale are at the following locations:

~Bridgeview, Ill. branch – 7661 S. Harlem Ave., Bridgeview, Ill
~Mokena, Ill. branch – 19102 S. 88th Avenue, Mokena, Ill.
~Plainfield North branch – 12251 S. Rt. 59, Plainfield, Ill.
~Plainfiield South branch – 2320 S. Rt. 59, Plainfield, Ill.

In addition, subject to certain conditions, First Midwest Bank has agreed to purchase the Plainfield South facility at 2320 S. Rt. 59, Plainfield, Ill., as part of this transaction. All loan accounts from these four branches will remain with Old National as a part of its loss-share agreement with the FDIC. Financial terms of the transaction have not been disclosed.

“Our decision to sell the deposits from these four branches was driven by our desire to find a strong, Chicago-based institution to serve these former Integra clients,” said Bob Jones, Old National president and CEO. “We feel very fortunate to have found such a partner in First Midwest Bank, and we are confident that these clients will be very well served.”

Old National was advised by the legal firm of Krieg DeVault LLP and the investment banking firm of Sandler O’Neill + Partners, L.P.

About Old National

Old National Bancorp is the largest financial services holding company headquartered in Indiana and, with $8.0 billion in assets, ranks among the top 100 banking companies in the United States. Since its founding in
Evansville in 1834, Old National has focused on community banking by building long-term, highly valued partnerships with clients in its primary footprint of Indiana, Illinois and Kentucky. In addition to providing extensive services in retail and commercial banking, wealth management, investments and brokerage, Old
National also owns Old National Insurance which is one of the top 100 largest agencies in the US and the 10^th largest bank-owned insurance agency. For more information and financial data, please visit Investor Relations at oldnational.com.

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Forward-Looking Statement Disclaimer

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 the expected timing, completion, and other effects of the proposed branch divestiture. 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 management’s 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: the requisite regulatory approvals for the proposed divestiture might not be obtained; ability of Old National to execute its business plan, failure or circumvention of Old National’s internal controls, 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 the Company’s Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date of this press release, and Old National undertakes an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this release.

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