-----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, E6tKOfG5jDIQ4XmUULgrSBDceRyJug2HgaYMpP0+8FS7nt95Q7QAG2Ih3foIYshQ d6TBVBIGdmcHXm9FHo5kUg== 0000927089-99-000414.txt : 19991221 0000927089-99-000414.hdr.sgml : 19991221 ACCESSION NUMBER: 0000927089-99-000414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERMANENT BANCORP INC CENTRAL INDEX KEY: 0000916604 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351908797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23370 FILM NUMBER: 99777649 BUSINESS ADDRESS: STREET 1: 101 SOUTHEAST THIRD ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124286800 MAIL ADDRESS: STREET 1: 101 SOUTHEAST THIRD STREET CITY: EVANSVILLE STATE: IN ZIP: 47708 8-K 1 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): December 17, 1999 PERMANENT BANCORP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-23370 35-1908797 - -------------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) 101 SOUTHEAST THIRD STREET, EVANSVILLE, INDIANA 47708 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (812) 428-6800 N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. OTHER EVENTS. On December 20, 1999, and December 17, 1999, Permanent Bancorp, Inc. issued the press releases attached hereto as Exhibits 99.1 and 99.2, respectively. The exhibits referred to in Item 7 of this Report and listed on the accompanying Exhibit Index are filed as part of this Report and are incorporated herein by reference. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit 99.1 - Press Release dated December 20, 1999. Exhibit 99.2 - Press Release dated December 17, 1999. 2 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. PERMANENT BANCORP, INC. Date: December 20, 1999 By: /S/DONALD P. WEINZAPFEL -------------------------- Donald P. Weinzapfel Chairman of the Board and Chief Executive Officer INDEX TO EXHIBITS EXHIBIT 99.1 Press Release dated December 20, 1999 99.2 Press Release dated December 17, 1999 EX-99.1 2 PRESS RELEASE DATED DECEMBER 20, 1999 NEWS RELEASE Donald P. Weinzapfel Chairman of the Board & FOR IMMEDIATE RELEASE Chief Executive Officer December 20, 1999 Permanent Bancorp, Inc. FOR FURTHER INFORMATION 101 S.E. Third Street Don Weinzapfel Evansville, IN 47708 (812) 437-2275 (812) 437-2601 PERMANENT BANCORP INC. ANNOUNCES STOCK FOR STOCK EXCHANGE WITH OLD NATIONAL BANCORP (Evansville, Indiana) -- Old National Bancorp (NASDAQ: OLDB) of Evansville, Indiana, has agreed to acquire Permanent Bancorp, Inc. (NASDAQ: PERM), a $500 million asset holding company also of Evansville. The companies have signed a definitive agreement to merge in an all-stock transaction valued at approximately $92 million. The agreement calls for fixed price with the exchange ratio to be based on the price of Old National stock at the time of closing, subject to adjustment. Old National intends to purchase the shares to be issued in the transaction in the open market prior to closing and to account for the transaction as a purchase. The transaction, subject to regulatory agency approval and the approval of Permanent shareholders is expected to be completed by the third quarter of 2000. Upon completion of merger, preliminary plans are to combine Permanent's offices into Old National's. "The acquisition of Permanent adds to our already strong market share in the fast growing area of Vanderburgh, Warrick and Gibson Counties in Southwestern Indiana," said Jim Risinger, Old National Bancorp's chairman and chief executive officer. "On a pro-forma basis, we will significantly enhance our preeminent deposit market share position for the three-county area. This transaction is consistent with our goal of being the leader in all our service areas." Permanent's Chairman and Chief Executive Officer, Don Weinzapfel, said, "The joining of Permanent with Old National will allow us to provide more locations and extend a broader array of products and services to our customers. We are excited about the opportunities presented by this partnership, and we feel this transaction is in the best interest of providing financial services to the communities we both serve." According to Old National Chief Financial Officer, John S. Poelker, "Our ability to negotiate this transaction at this time is a perfect fit with our acquisition and capital planning strategy. The in-market synergies and transaction structure are very attractive and will have an immediate and positive impact on our financial results and our service levels in the Evansville market. In addition, the shares to be issued in this transaction will be purchased in the market over the next four to five months, and will allow us to continue our stock repurchase program begun in August." Old National has filed a registration statement with the SEC for the issuance of Trust Preferred securities and plans to issue such securities to provide financing for its stock repurchase program and provide additional Tier 1 capital. Old National's total assets will be approximately $8.5 billion upon completion of this and two other pending mergers with ANB Corporation in Muncie, Indiana, and Heritage Financial in Clarksville, Tennessee. For more information on Old National, please visit the company's website at www.oldnational.com. *** EX-99.2 3 PRESS RELEASE DATED DECEMBER 17, 1999 NEWS RELEASE Donald P. Weinzapfel Chairman of the Board & FOR IMMEDIATE RELEASE Chief Executive Officer December 17, 1999 Permanent Bancorp, Inc. FOR FURTHER INFORMATION 101 S.E. Third Street Don Weinzapfel Evansville, IN 47708 (812) 437-2265 (812) 437-BANK PERMANENT BANCORP ANNOUNCES NEGOTIATIONS (December 17, 1999) -- Donald P. Weinzapfel, Chairman and Chief Executive Officer of Permanent Bancorp, Inc. (NASDAQ - "PERM"), parent of Permanent Bank, Evansville, Indiana, announced today that the Company is involved in negotiations that potentially could lead to a stock for stock transaction. Donald P. Weinzapfel cautioned, however, that "I can offer no assurance that our negotiations will conclude in a positive manner." The Company issued the press release following increases in its price and trading volume. END -----END PRIVACY-ENHANCED MESSAGE-----