As filed with the Securities and Exchange Commission on November 18, 2002
Registration No. 333-47534
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
incorporation or organization) Identification No.)
420 Main Street, Evansville, Indiana 47708, (812) 464-1434
----------------------------------------------------------
(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 the effective date of this Registration Statement.
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 [x].
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 [ ].
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 [ ].
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities Exchange Commission becomes effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2002
PROSPECTUS
OLD NATIONAL BANCORP
1,000,000 SHARES OF COMMON STOCK
Resale of Shares by Selling Shareholders
We may, from time to time, make acquisitions. Persons that acquire
shares from us pursuant to such acquisitions may, with our written consent, use
this prospectus to resell such shares of our common stock. Sales by such persons
may be made in a number of ways, including, without limitation:
o through the New York Stock Exchange, in the over-the-counter market, in
privately negotiated transactions or otherwise;
o directly to purchasers or through agents, brokers, dealers or underwriters;
and
o at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Selling shareholders may effect such transactions by selling the shares
to or through broker-dealers or underwriters. These broker-dealers, if used, may
receive discounts, concessions or commissions from the selling shareholders or
from the purchaser of the shares. The selling shareholders will receive the
purchase price of the shares of stock sold less any such discounts, concessions
or commissions. The selling shareholders will be responsible for any such
discounts, concessions or commissions. We will not receive any proceeds from the
sale of the shares by the selling shareholders
Other Information
Our common stock is traded on the New York Stock Exchange under the
ticker symbol "ONB."
These securities are not savings or deposit accounts or other obligations of a
bank and are not insured by the FDIC or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is _____, 2002
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS...............................................2
WHERE YOU CAN FIND MORE INFORMATION......................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................2
OLD NATIONAL BANCORP.....................................................3
REGULATORY MATTERS.......................................................4
USE OF PROCEEDS..........................................................4
SELLING SHAREHOLDERS.....................................................4
PLAN OF DISTRIBUTION.....................................................4
LEGAL MATTERS............................................................7
EXPERTS..................................................................7
You should rely only on the information incorporated by reference or provided in
this prospectus or any supplement. No one is authorized to provide you with
different information. We are not making an offer of shares of our common stock
in any state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
FORWARD-LOOKING STATEMENTS
This prospectus (including information contained in an accompanying
prospectus supplement and information we include or incorporate into this
prospectus) contains certain forward-looking statements with respect to our
financial condition, results of operations, plans, objectives, future
performance and business, followed by or that include the words "believes,"
"expects," "anticipates," "estimates" or similar expressions. These
forward-looking statements involve certain risks and uncertainties. Actual
results may differ materially from those contemplated by such forward-looking
statements due to, among others, the following factors:
o competitive pressures among depository and other financial institutions may
increase significantly;
o changes in the interest rate environment may reduce margins;
o general economic or business conditions, either nationally or in the states
in which we are doing business, may be less favorable than expected
resulting in, among other things, a deterioration in credit quality or a
reduced demand for credit;
o legislative or regulatory changes may adversely affect the businesses in
which we are engaged;
o technological changes may be more difficult or expensive than anticipated;
and
o changes may occur in the securities markets.
We caution you that any such forward-looking statements are not
guarantees of future performance and involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to differ materially from the future results, performance
achievements we have anticipated in such forward-looking statements.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a Registration Statement on Form S-3 under
the Securities Act, which governs the registration and distribution of
securities. The Form S-3, including the attached exhibits and schedules,
contains additional relevant information about us and our securities. The rules
and regulations of the SEC allow us to omit certain information included in the
Form S-3 from this prospectus.
In addition, we file reports, proxy statements and other information
with the SEC under the Exchange Act. You may read and copy this information at
the SEC's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549.
You may also obtain copies of this information by mail from the Public Reference
Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet site that contains reports, proxy
statements, information statements and other information regarding issuers, like
us, who file electronically with the SEC. The address of that site is
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to other documents we previously filed with the SEC. If you
request, we will provide you with any information we incorporate into this
prospectus. Such information is available without charge to each person,
including any beneficial owner, to whom we deliver a prospectus. Your request
should be made, in writing or orally, to Jeffrey L. Knight, Senior Vice
President, Corporate Secretary and General
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Counsel, Old National Bancorp, 420 Main Street, P.O. Box 718, Evansville,
Indiana 47705, telephone number: (812) 464-1363.
The following documents we previously filed with the SEC contain
important information about us and are incorporated by reference in this
Registration Statement:
o Annual Report on Form 10-K for the year ended December 31, 2001;
o Quarterly Report on Form 10-Q for the three months ended March 31, 2002,
June 30, 2002 and September 30, 2002;
o Current Report on Form 8-K filed on April 11, 2002 and August 14, 2002;
o Definitive Proxy Statement on Schedule 14A filed on March 15, 2002;
o Current Report on Form 8-K filed on April 19, 2000;
o The description of our common stock contained in our Registration Statement
on Form 8-A, filed on February 7, 2002; and
o The description of our Preferred Stock Purchase Rights contained in our
Registration Statements on Form 8-A, filed on March 1, 1990 and filed on
March 1, 2000, including the Rights Agreement, dated March 1, 1990, as
amended on March 1, 2000, between Old National and Old National Bank in
Evansville, as Trustee.
All reports and documents that we file with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this prospectus and prior to the termination of the offering of the shares will
be deemed to be incorporated by reference into this prospectus and to be made a
part of this prospectus from the date of filing such reports or documents. The
information incorporated by reference is considered to be a part of this
prospectus, except for any information that is superseded by information that is
included directly in this document or in a later document that is also
incorporated by reference.
OLD NATIONAL BANCORP
We are a bank holding company that operates 133 banking offices and 252
ATM locations in Indiana, Illinois and Kentucky through our bank subsidiaries.
These banks provide a wide range of financial services, including:
o commercial, consumer and real estate loans;
o deposit products;
o issuing and servicing credit cards;
o leasing;
o letters of credit; and
o safe deposit facilities.
We also own nonbank subsidiaries which provide additional financial
services incidental to its operations, including:
o securities brokerage services;
o fiduciary and trust services;
o investment services; and
o issuance and reinsurance of credit life, accident, health, life,
property and casualty insurance.
We were incorporated in 1982 in the State of Indiana as the holding
company of Old National Bank in Evansville, Indiana. Old National Bank has
provided banking services since 1834. We began an acquisition program in 1985
and have acquired 38 financial institutions since that time. We continue to
explore opportunities to acquire banks, savings associations and non-bank
companies and are currently reviewing and analyzing potential acquisitions, as
well as engaging in discussions or negotiations concerning potential
acquisitions. There can be no assurance
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that any of these discussions or negotiations will result in definitive
agreements or consummated acquisitions.
As a legal entity separate and distinct from its bank and non-bank
subsidiaries, our principal sources of revenues are dividends and fees from its
bank and non-bank subsidiaries. The subsidiaries that operate in the banking,
insurance and securities business can pay dividends only if they are in
compliance with the applicable regulatory requirements imposed on them by
federal and state regulatory authorities.
REGULATORY MATTERS
As a bank holding company, we are subject to regulation, supervision
and examination by the Board of Governors of the Federal Reserve System under
the Bank Holding Company Act of 1956, as amended. For a discussion of certain
material elements of the regulatory framework applicable to bank holding
companies and their subsidiaries and certain specific information relevant to
us, see our annual report on Form 10-K for the fiscal year ended December 31,
2001 which is incorporated by reference into this prospectus.
This regulatory framework is intended primarily for the protection of
depositors and the federal deposit insurance funds and not for the protection of
security holders or creditors. The various government rules, regulations and
requirements that apply to us impact our business and activities. A change in
applicable statutes, rules, regulations and requirements that apply to us impact
business and activities may have a material effect on our business and earnings.
In addition, our business and earnings are affected by general economic
conditions, legislation and actions of regulatory authorities.
Under policy of the Federal Reserve, a bank holding company is expected
to act as a source of financial strength for its bank subsidiaries and to commit
resources to support such banks. As a result, the Federal Reserve may require us
to commit resources to our bank subsidiaries.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
our common stock offered hereby. All proceeds from the sale of such shares of
our common stock will be received by the selling shareholders, as described
below. See "Selling Shareholders" and "Plan of Distribution."
SELLING SHAREHOLDERS
This prospectus relates to the offer for sale or other distribution of
shares of our common stock by persons who will acquire shares of our common
stock in connection with our acquisition of businesses. Such selling
shareholders will be identified from time to time by supplements to this
prospectus.
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
shareholders to be named in a prospectus supplement, by their permitted donees
or transferees, or by their other successors in interest. The selling
shareholders may sell their shares at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed. Each selling shareholder may reserve
the right to accept or reject, in
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whole or in part, any proposed purchase of shares, whether the purchase is to be
made directly or through agents.
The selling shareholders may offer their shares at various times in one
or more of the following transactions:
o in ordinary brokers' transactions and transactions in which the broker
solicits purchasers;
o in transactions involving cross or block trades or otherwise on The New
York Stock Exchange;
o in transactions in which brokers, dealers or underwriters purchase the
shares as principal and resell the shares for their own accounts
pursuant to this prospectus;
o in transactions "at the market" to or through market makers in the
common stock or into an existing market for our common stock;
o in other ways not involving market makers or established trading
markets, including direct sales of the shares to purchasers or sales of
the shares effected through agents;
o through transactions in options, swaps or other derivatives which may
or may not be listed on an exchange;
o in privately negotiated transactions or;
o in a combination of any of the foregoing transactions.
The selling shareholders also may sell their shares in accordance with
Rule 144 under the Securities Act of 1933.
From time to time, one or more of the selling shareholders may pledge
or grant a security interest in some or all of the shares owned by them. If the
selling shareholders default in performance of the secured obligations, the
pledgees or secured parties may offer and sell the shares from time to time. The
selling shareholders also may transfer and donate shares in other permitted
circumstances. The number of shares beneficially owned by selling shareholders
who transfer, donate, pledge or grant a security interest in their shares will
decrease as and when the selling shareholders take these actions. The plan of
distribution for the shares offered and sold under this prospectus will
otherwise remain unchanged, except that the permitted transferees, donees or
other successors in interest will be selling shareholders for purposes of this
prospectus.
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The selling shareholders may use brokers, dealers, underwriters or
agents to sell their shares. The persons acting as agents may receive
compensation in the form of commissions, discounts or concessions. This
compensation may be paid by the selling shareholders or the purchasers of the
shares for whom such persons may act as agent, or to whom they may sell as
principal, or both. The compensation as to a particular person may be less than
or in excess of customary commissions. The selling shareholders and any agents
or broker-dealers that participate with the selling shareholders in the offer
and sale of the shares may be deemed to be "underwriters" within the meaning of
the Securities Act. Any commissions they receive and any profit they realize on
the resale of the shares by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Neither we nor any selling shareholders
can presently estimate the amount of such compensation.
If a selling shareholder sells shares in an underwritten offering, the
underwriters may acquire the shares for their own account and resell the shares
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. In such event, we will set forth in a supplement to this
prospectus the names of the underwriters and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers. The
underwriters from time to time may change any public offering price and any
discounts, concessions or commissions allowed or reallowed or paid to
broker-dealers. Unless otherwise set forth in a supplement, the obligations of
the underwriters to purchase the shares will be subject to certain conditions,
and the underwriters will be obligated to purchase all of the shares specified
in the supplement if they purchase any of the shares.
We intend to advise the selling shareholders that during such time as
they may be engaged in a distribution of the shares, they are required to comply
with Regulation M under the Securities Exchange Act. With certain exceptions,
Regulation M prohibits any selling shareholder, any affiliated purchasers and
any broker-dealer or other person who participates in such distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase, any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution of that security. The foregoing restrictions may affect the
marketability of the shares.
We may agree to indemnify the selling shareholders against certain
liabilities, including certain liabilities under the Securities Act.
It is possible that a significant number of shares could be sold at the
same time. Such sales, or the perception that such sales could occur, may
adversely affect prevailing market prices for our common stock.
We will bear all expenses (other than selling commissions, underwriting
discounts and fees and expenses of counsel to any selling shareholder) of the
selling shareholders in connection with the registration and sale of the shares
pursuant to this registration statement. To the extent required, we will file
during any period in which offers or sale are being made, one or more
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supplements to this prospectus to set forth the name of selling stockholders and
any other material information with respect to the plan of distribution not
previously disclosed.
LEGAL MATTERS
Certain legal matters relating to the validity of shares of our common
stock offered pursuant to this prospectus will be passed upon for us by Krieg
DeVault LLP, Indianapolis, Indiana.
EXPERTS
Our consolidated financial statements incorporated into this prospectus
by reference to the Annual Report on Form 10-K for the year ended December 31,
2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
Our consolidated financial statements incorporated into this
prospectus by reference contain financial statements of ANB Corporation and
Heritage Financial Services, Inc. which have been audited by BKD, LLP,
independent auditors, and Heathcott & Mullaly, P.C., independent auditors,
respectively, to the extent and for the years indicated in their report thereon.
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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 November 18,
2002.
OLD NATIONAL BANCORP
By: /s/ JAMES A. RISINGER
-------------------------------
James A. Risinger
President and Chief Executive Officer
POWER OF ATTORNEY
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 November 18, 2002.
Name Title
---- -----
/s/ JAMES A. RISINGER Chairman of the Board, Director,
------------------------ President and Chief Executive Officer
James A. Risinger (Principal Executive Officer)
/s/ JOHN S. POELKER* Executive Vice President (Principal
------------------------ Financial Officer and Principal
John S. Poelker Accounting Officer)
DAVID L. BARNING* Director
------------------------
David L. Barning
RICHARD J. BOND* Director
------------------------
Richard J. Bond
ALAN W. BRAUN* Director
------------------------
Alan W. Braun
WAYNE A. DAVIDSON* Director
------------------------
Wayne A. Davidson
LARRY E. DUNIGAN* Director
------------------------
Larry E. Dunigan
DAVID E. ECKERLE* Director
------------------------
David E. Eckerle
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ANDREW E. GOEBEL* Director
------------------------
Andrew E. Goebel
PHELPS L. LAMBERT* Director
------------------------
Phelps L. Lambert
RONALD B. LANKFORD* Director
------------------------
Ronald B. Lankford
LUCIEN H. MEIS* Director
------------------------
Lucien H. Meis
LOUIS L. MERVIS* Director
------------------------
Louis L. Mervis
JOHN N. ROYSE* Directors
------------------------
John N. Royse
MARJORIE Z. SOYUGENC* Director
------------------------
Marjorie Z. Soyugenc
KELLY N. STANLEY* Director
------------------------
Kelly N. Stanley
CHARLES D. STORMS* Director
------------------------
Charles D. Storms
* By: /s/ JEFFREY L. KNIGHT Attorney-in-Fact
------------------------
Jeffrey L. Knight
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the securities registered hereby, all of
which will be paid by the Registrant:
SEC Filing Fee. . . . . . . . . . . $7,920
Printing and Engraving Fees . . . . 2,500
Legal Fees and Expenses . . . . . . 25,000
Accounting Fees and Expenses. . . . 3,000
Miscellaneous Expenses. . . . . . . 2,000
--------
Total Expenses. . . . . . . . . . . $40,420
========
Item 15. Indemnification of Directors and Officers.
Chapter 23-1-37 of the Indiana Business Corporation Law (the "IBCL")
gives corporations the power to indemnify officers and directors under certain
circumstances.
The Registrant's Amended and Restated Articles of Incorporation provide
that the Registrant will indemnify, under certain circumstances, any person
which is or was a director, officer or employee of the Registrant or of any
other corporation for which he is or was serving in any capacity at the request
of the Corporation against all liability and expense that may be incurred by him
in connection with any claim, action, suit or proceeding against them.
Additionally, under the IBCL, a director of the Registrant will not be
liable to shareholders for any action taken as a director, or any failure to
take any action, unless (1) the director has breached or failed to perform his
duties as a director in good faith with the care an ordinarily prudent person in
a like position would exercise under similar circumstances and in a manner the
director reasonably believes to be in the best interests of the corporation; and
(2) such breach or failure to perform constitutes willful misconduct or
recklessness.
The Registrant also has policies insuring its officers and directors
against certain liabilities for action taken in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
See "Item 17. Undertakings" for a description of the SEC's position
regarding the indemnification of directors and officers for liabilities arising
under the Securities Act.
Item 16. Exhibits.
The exhibits to this registration statement are listed in the attached
Exhibit Index.
Item 17. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
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(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereto)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of a registrant's
Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by each
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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EXHIBIT INDEX
Exhibit Number Document
-------------- --------
4.1 Rights Agreement, dated March 1, 1990, as amended on March 1,
2000, between the Registrant and Old National Bank in
Evansville, as Trustee (incorporated by reference to Form 8-A,
dated March 1, 1990 and Form 8-A, dated March 1, 2000).
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.
23.3 Consent of BKD, LLP.
23.4 Consent of Heathcott & Mullaly, P.C.
24.1* Power of Attorney.
------------------
*Previously filed.
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