AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 2003
REGISTRATION NO. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OLD NATIONAL BANCORP
--------------------
(Exact name of registrant as specified in charter)
INDIANA 35-1539838
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
420 MAIN STREET, EVANSVILLE, INDIANA 47708, (812) 464-1434
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
(AGENT FOR SERVICE) (COPIES TO)
JEFFREY L. KNIGHT, ESQ. TIMOTHY M. HARDEN, ESQ.
SENIOR VICE PRESIDENT, CORPORATE SECRETARY NICHOLAS J. CHULOS, ESQ.
AND GENERAL COUNSEL KRIEG DEVAULT LLP
OLD NATIONAL BANCORP 2800 ONE INDIANA SQUARE
P.O. BOX 718 INDIANAPOLIS, INDIANA 46204-2017
EVANSVILLE, IN 47705 (317) 636-4341
(812) 464-1363
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box [ ].
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box [ ].
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering [x]. 333-29433
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ].
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ].
CALCULATION OF REGISTRATION FEE
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Title of each class Amount Proposed maximum Proposed maximum Amount of
of securities to be offering price aggregate offering registration
to be registered registered per unit * price * fee
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Debt Securities $15,400,000 100% $15,400,000 (1) $1,245.86
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* In U.S. dollars and estimated solely for purposes of calculating the
registration fee in accordance with Rule 457(o) under the Securities Act of
1933, as amended.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
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EXPLANATORY NOTE
This Registration Statement is being filed by Old National Bancorp with
respect to the registration of additional securities pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both under the Securities Act of 1933, as
amended, and includes the Registration Statement facing page, this page, the
signature page, an exhibit index, an opinion of legal counsel, a consent of
legal counsel and a consent of independent accountants. The Registrant hereby
incorporates by reference into this Registration Statement on Form S-3 in its
entirety the Registration Statement on Form S-3 (Registration No. 333-29433), as
amended (including the exhibits thereto), declared effective by the Securities
and Exchange Commission on July 23, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Evansville, State of Indiana, on May 27, 2003.
OLD NATIONAL BANCORP
By: /s/ James A. Risinger
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James A. Risinger
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated below as of May 27, 2003.
Name Title
---- -----
/s/ JAMES A. RISINGER Chairman of the Board, Director, and Chief
----------------------- Executive Officer (Principal Executive Officer)
James A. Risinger
/s/ JOHN S. POELKER Executive Vice President (Principal Financial
----------------------- Officer and Principal Accounting Officer)
John S. Poelker
RICHARD J. BOND* Director
-----------------------
Richard J. Bond
ALAN W. BRAUN* Director
-----------------------
Alan W. Braun
LARRY E. DUNIGAN* Director
-----------------------
Larry E. Dunigan
DAVID E. ECKERLE* Director
-----------------------
David E. Eckerle
----------------------- Director
Niel C. Ellerbrook
----------------------- Director
Douglas D. French
Director
-----------------------
Andrew E. Goebel
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PHELPS L. LAMBERT* Director
------------------
Phelps L. Lambert
RONALD B. LANKFORD* Director
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Ronald B. Lankford
LUCIEN H. MEIS* Director
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Lucien H. Meis
LOUIS L. MERVIS* Director
----------------
Louis L. Mervis
JOHN N. ROYSE*
--------------
John N. Royse
MARJORIE Z. SOYUGENC* Director
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Marjorie Z. Soyugenc
Director
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Kelly N. Stanley
CHARLES D. STORMS* Director
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Charles D. Storms
* By: JEFFREY L. KNIGHT Attorney-in-Fact
-----------------
Jeffrey L. Knight
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EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT
-------------- --------
5.1 Opinion of Krieg DeVault LLP.
23.1 Consent of Krieg DeVault LLP (included in Exhibit 5.1 to
this Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
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