Prospectus Supplement
(To Prospectus dated May 1, 2003)
OLD NATIONAL BANCORP
5,000,000 SHARES OF COMMON STOCK
This prospectus supplement supplements the prospectus dated May 1, 2003
of Old National Bancorp relating to the public offering and sale by selling
shareholders described therein. This prospectus supplement contains information
regarding the ownership of shares of our common stock beneficially owned and
offered under the prospectus. This prospectus supplement should be read in
conjunction with the prospectus, and this prospectus supplement is qualified by
reference to the prospectus, except to the extent that the information provided
by this prospectus supplement supersedes the information contained in the
prospectus.
SELLING SHAREHOLDERS
The section captioned "Selling Shareholders" beginning on page 4 of the
prospectus is hereby amended as follows:
The following table provides the names and the number of shares of
common stock beneficially owned by each selling shareholder as a result of our
acquisition of certain assets of Insurance & Risk Management, LLC, the maximum
number of shares of common stock offered hereby and the number of shares of such
common stock beneficially owned by each selling shareholder upon completion of
the offering or offerings pursuant to this prospectus, assuming each selling
shareholder offers and sells all of its or his/her respective shares offered
hereby. Selling shareholders may, however, offer and sell all, or some or none
of their shares offered hereby. Under some circumstances, the respective donees,
pledges and transferees or other successors in interest of the selling
shareholders may also sell the shares listed below as being held by the selling
shareholders. No selling shareholder beneficially owns one percent or greater of
our outstanding common stock.
NUMBER OF SHARES NUMBER OF SHARES OF
OF COMMON STOCK COMMON STOCK
BENEFICIALLY MAXIMUM NUMBER OF BENEFICIALLY HELD AFTER
OWNED PRIOR TO THE SHARES OF COMMON COMPLETION OF THE
NAME OFFERING(1) STOCK OFFERED HEREBY OFFERING (2)
---- ----------- -------------------- ------------
Mark A. Bienz 59,985 605 22,355
Harold E. Everett 84,428 852 31,464
John A. Hettwer 84,428 852 31,464
Dwayne F. Tagtmeyer 84,428 852 31,464
James E. Krouse 56,089 566 20,903
Connie S. Denihan 49,123 496 18,307
Mark A. Del Priore 42,805 432 15,952
NUMBER OF SHARES NUMBER OF SHARES OF
OF COMMON STOCK COMMON STOCK
BENEFICIALLY MAXIMUM NUMBER OF BENEFICIALLY HELD AFTER
OWNED PRIOR TO THE SHARES OF COMMON COMPLETION OF THE
NAME OFFERING(1) STOCK OFFERED HEREBY OFFERING (2)
---- ----------- -------------------- ------------
Frederick T. Eickhoff 42,805 432 15,952
David T. Stahl 55,263 558 20,595
Franklin A. Johnson 31,057 314 11,574
----------------
(1) This number includes the number of shares of our common stock held in
escrow pursuant to the Asset Purchase Agreement, dated as of July 7,
2003, among Old National Bancorp, Insurance & Risk Management, LLC, ONB
Insurance Group, Inc. and the members of Insurance & Risk Management,
LLC.
(2) This number reflects the number of shares of our common stock held in
escrow pursuant to the Asset Purchase Agreement, dated as of July 7,
2003, among Old National Bancorp, Insurance & Risk Management, LLC, ONB
Insurance Group, Inc. and the members of Insurance & Risk Management,
LLC.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is January 20, 2004.