SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number 0-10888 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) INDIANA 35-1539838 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 420 Main Street, Evansville, Indiana 47708 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code, (812) 464-1200 Former name, former address and former fiscal year, if changed since last reports. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to the filing requirements for at least the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock. The Registrant has one class of common stock (no par value) with approximately 26.6 million shares outstanding at March 31, 1997. OLD NATIONAL BANCORP FORM 10-Q INDEX PART I. FINANCIAL INFORMATION Item 1.Financial Statements Page No. Consolidated Balance Sheet March 31, 1997 and 1996, and December 31, 1996 3 Consolidated Statement of Income Three months ended March 31, 1997 and 1996. . 4 Consolidated Statement of Cash Flows Three months ended March 31, 1997 and 1996. . 5 Notes to Consolidated Financial Statements . 6 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II OTHER INFORMATION . . . . . . . . . . 11 SIGNATURES. . . . . . . . . . . . . . . . . . . 13 INDEX OF EXHIBITS . . . . . . . . . . . . . . . 14 2 <TABLE> <CAPTION> OLD NATIONAL BANCORP CONSOLIDATED BALANCE SHEET March 31, March 31, December 31, ($ in thousands) (unaudited) 1997 1996 1996 Assets <S> <C> <C> <C> Cash and due from banks. . . . . . . . . . $162,616 $147,130 $180,405 Money market investments . . . . . . . . . 3,878 93,623 6,698 Investment Securities: U.S. Treasury . . . . . . . . . . . . . . 146,148 183,963 154,524 U.S. Government agencies and corporations. . . . . . . . . . . . 923,583 751,445 856,263 Obligations of states and political subdivisions. . . . . . . . . . . . . . 450,786 436,368 462,378 Other . . . . . . . . . . . . . . . . . . 42,348 39,039 41,484 --------- --------- --------- Total Investment Securities . . . . . . 1,562,865 1,410,815 1,514,649 --------- --------- --------- Loans Commercial. . . . . . . . . . . . . . . . 794,281 737,790 796,313 Commercial Real Estate. . . . . . . . . . 679,772 585.741 668,671 Residential Real Estate . . . . . . . . . 1,309,474 1,234,970 1,303,283 Consumer credit, net of unearned income . 752,016 691,078 755,033 Financial . . . . . . . . . . . . . . . . -- 23,167 -- --------- --------- --------- Total Loans . . . . . . . . . . . . . . 3,535,543 3,272,746 3,523,300 Allowance for loan losses . . . . . . . (45,914) (41,578) (44,053) --------- --------- --------- Net Loans . . . . . . . . . . . . . . . 3,489,629 3,231,168 3,479,247 Other assets . . . . . . . . . . . . . . . 190,240 184,735 185,592 --------- --------- --------- Total Assets. . . . . . . . . . . . . . $5,409,228 $5,067,471 $5,366,591 ========= ========= ========= Liabilities Deposits Noninterest bearing demand. . . . . . . . $465,019 $452,281 $512,281 Interest bearing: NOW accounts. . . . . . . . . . . . . . 452,697 446,402 449,486 Savings accounts. . . . . . . . . . . . 478,855 484,809 480,303 Money Market accounts . . . . . . . . . 660,449 656,133 714,261 Certificates of deposit of $100,000 and over . . . . . . . . . . . 287,823 285,446 257,988 Other time. . . . . . . . . . . . . . . 1,863,186 1,812,185 1,853,705 --------- --------- --------- Total Deposits. . . . . . . . . . . . . 4,208,029 4,137,256 4,268,024 --------- --------- --------- Short-term borrowings. . . . . . . . . . . 610,901 332,879 499,666 Subordinated debentures. . . . . . . . . . 30,481 30,585 30,564 Medium term notes. . . . . . . . . . . . . 44,000 45,000 44,000 Other liabilities. . . . . . . . . . . . . 62,462 62,108 65,811 --------- --------- --------- Total Liabilities . . . . . . . . . . . . 4,955,873 4,607,828 4,908,065 --------- --------- --------- Shareholders' Equity Common stock. . . . . . . . . . . . . . . 26,560 26,341 26,778 Capital surplus . . . . . . . . . . . . . 257,501 249,262 265,584 Retained earnings . . . . . . . . . . . . 168,199 179,402 158,284 Net unrealized gain (loss) on investments securities 1,095 4,638 7,880 --------- --------- --------- Total Shareholders' Equity. . . . . . . . 453,355 459,643 458,526 --------- --------- --------- Total Liabilities and Shareholders' Equity. . . . . . . . . . . . . . . . . $5,409,228 $5,067,471 $5,366,591 ========= ========= ========= The accompanying notes are an integral part of this statement. </TABLE> 3 <TABLE> <CAPTION> OLD NATIONAL BANCORP CONSOLIDATED STATEMENT OF INCOME Three Months Ended ($ in thousands except share March 31, and per share data) (Unaudited) 1997 1996 <S> <C> <C> Interest income Loans including fees: Taxable . . . . . . . . . . . . . . . . . $77,677 $72,050 Non-taxable. . . . . . . . . . . . . . . . 970 896 Investment securities: Taxable. . . . . . . . . . . . . . . . . . 17,902 15,417 Non-taxable. . . . . . . . . . . . . . . . 5,996 5,817 Federal funds sold and securities purchased under agreement to resell. . . . 103 1,541 Deposits with banks. . . . . . . . . . . . . 105 230 ------- ------- Total Interest Income. . . . . . . . . . . 102,753 95,951 ------- ------- Interest Expense Savings, daily interest checking and money market accounts. . . . . . . . . . . 11,144 12,047 Certificates of deposit of $100,000 and over . . . . . . . . . . . . . . . . . 3,776 3,896 Other time deposits. . . . . . . . . . . . . 25,207 25,648 Federal funds purchased. . . . . . . . . . . 994 221 Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . 2,369 2,352 Other borrowings . . . . . . . . . . . . . . 5,687 3,151 ------- ------- Total Interest Expense . . . . . . . . . . 49,177 47,315 ------- ------- Net Interest Income. . . . . . . . . . . . . 53,576 48,636 Provision for loan losses. . . . . . . . . . 3,757 2,002 ------- ------- Net Interest Income After Provision For Loan Losses. . . . . . . . . . . . . 49,819 46,634 ------- ------- Noninterest Income Trust fees . . . . . . . . . . . . . . . . . 2,800 2,503 Service charges on deposit accounts. . . . . 3,922 3,650 Loan servicing fees. . . . . . . . . . . . . 1,405 1,281 Securities gains (losses), net . . . . . . . (6) 55 Other income . . . . . . . . . . . . . . . . 3,312 2,773 ------- ------- Total Noninterest Income. . . . . . . . . . 11,433 10,262 ------- ------- Noninterest Expense Salaries and employee benefits . . . . . . . 22,053 19,889 Occupancy expense. . . . . . . . . . . . . . 2,382 2,316 Equipment expense. . . . . . . . . . . . . . 3,039 2,758 FDIC insurance expense . . . . . . . . . . . 150 287 Data processing expense. . . . . . . . . . . 1,288 1,242 Supplies expense . . . . . . . . . . . . . . 1,086 1,109 Communication and transportation expense . . 1,739 1,581 Other expenses . . . . . . . . . . . . . . . 6,417 6,659 ------- ------- Total Noninterest Expense . . . . . . . . . 38,154 35,841 ------- ------- Income before income taxes . . . . . . . . . 23,098 21,055 Provision for income taxes . . . . . . . . . 7,040 6,383 ------- ------- Net Income. . . . . . . . . . . . . . . . . $16,058 $14,672 ======= ======= Net Income Per Common Share Primary . . . . . . . . . . . . . . . . . . $ 0.60 $ 0.53 ======= ======= Fully Diluted . . . . . . . . . . . . . . . $ 0.58 $ 0.51 ======= ======= Weighted average common shares outstanding: Primary . . . . . . . . . . . . . . . . . . 26,752,360 27,848,620 ========== ========== Fully Diluted . . . . . . . . . . . . . . . 28,181,567 29,282,581 ========== ========== The accompanying notes are an integral part of this statement </TABLE> 4 <TABLE> <CAPTION> OLD NATIONAL BANCORP CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, ($ in thousands) (unaudited) 1997 1996 Cash flows from operating activities: <S> <C> <C> Net income . . . . . . . . . . . . . . . . . . . . $ 16,058 $ 14,672 ------- ------- Adjustments to reconcile net income to cash provided from operating activities: Depreciation . . . . . . . . . . . . . . . . . . . 2,257 2,066 Amortization of intangible assets. . . . . . . . . 318 384 Net premium amortization on investment securities. 421 666 Provision for loan losses. . . . . . . . . . . . . 3,757 2,002 Loss (Gain) on sale of investment securities . . . 6 (55) Gain on sale of assets . . . . . . . . . . . . . . (76) (12) (Increase)Decrease in interest receivable. . . . . (267) 2,253 Increase in other assets . . . . . . . . . . . . . (5,779) (3,828) Increase in accrued expenses and other liabilities . . . . . . . . . . . . . . . 1,184 3,331 ------- ------- Total adjustments. . . . . . . . . . . . . . . . 1,821 6,807 ------- ------- Net cash flows provided by operating activities. . 17,879 21,479 ------- ------- Cash flows from investing activities: Purchase of investment securities available-for-sale (134,216) (86,470) Proceeds from maturities and paydowns of investment securities available-for-sale . . . . . . . . . . 68,916 93,466 Proceeds from sales of investment securities available- for-sale. . . . . . . . . . . . . . . . . . . . . 5,339 2,809 Net principal collected from (loans made to) customers: Commercial and financial . . . . . . . . . . . . 2,178 (9,903) Mortgage . . . . . . . . . . . . . . . . . . . . (25,381) (21,385) Consumer . . . . . . . . . . . . . . . . . . . . 1,007 5,730 Proceeds from sale of mortgage loans . . . . . . . 8,130 13,290 Proceeds from sale of premises and equipment . . . 19 158 Purchase of premises and equipment . . . . . . . . (1,193) (3,548) ------- ------- Net cash flows used in investing activities . . . (75,201) (5,853) ------- ------- Cash flows from financing activities: Net increase (decrease) in deposits and short-term borrowings: Noninterest bearing demand. . . . . . . . . . . . (47,262) (23,438) NOW Accounts. . . . . . . . . . . . . . . . . . . 3,211 104,110 Savings accounts. . . . . . . . . . . . . . . . . (1,448) 21,642 Money Market accounts . . . . . . . . . . . . . . (53,812) (146,928) Certificates of deposit of $100,000 and over. . . 29,835 (15) Other time deposits . . . . . . . . . . . . . . . 9,481 (1,197) Short-term borrowings . . . . . . . . . . . . . . 111,235 17,747 Payment of medium-term notes . . . . . . . . . . . -- (5,000) Cash dividends paid. . . . . . . . . . . . . . . . (5,844) (5,801) Common stock repurchased . . . . . . . . . . . . . (10,645) (8,126) Common stock reissued, net of shares used to convert subordinated debentures. . . . . . . . . . . . . 1,962 2,156 ------- ------- Net cash flows provided by financing activities . 36,713 (44,850) ------- ------- Net decrease in cash and cash equivalents. . . . . (20,609) (29,224) Cash and cash equivalents at beginning of period . 187,103 269,977 ------- ------- Cash and cash equivalents at end of period . . . . $166,494 $240,753 ======= ======= Total interest paid. . . . . . . . . . . . . . . . $ 45,273 $ 49,193 ======= ======= Total taxes paid . . . . . . . . . . . . . . . . . $ 2,041 $ 1,065 ======= ======= The accompanying notes are an integral part of this statement. </TABLE> 5 Old National Bancorp Notes to Consolidated Financial Statements 1. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Old National Bancorp and its affiliate entities (ONB). All significant intercompany transactions and balances have been eliminated. In the opinion of management, the consolidated financial statements contain all the normal and recurring adjustments necessary to present fairly the financial position of ONB as of March 31, 1997 and 1996 and December 31, 1996, and the results of its operations and its cash flows for the three months ended March 31, 1997 and 1996. All prior period information has been restated for the effects of business combinations accounted for as pooling-of-interests. 2. Net Income Per Common Share Net income per common share computations are based on the weighted average number of common shares outstanding during the periods presented. A 5% stock dividend was paid January 29, 1997 to shareholders of record on January 8, 1997. All share and per share data presented herein have been restated for the effects of this stock dividend. Net income on a fully diluted basis is computed as above and assumes the conversion of ONB's 8% convertible subordinated debentures (Note 4). For the fully diluted computation, net income is adjusted for the assumed reduction in interest expense, net of income tax effect, and an additional 1.4 million common shares are assumed to be issued in connection with the conversion of the remaining outstanding debentures. 3. Investments The market value and amortized cost of investment securities as of March 31, 1997 are set forth below ($ in thousands): Market Value Amortized Cost Available for Sale, at market value $1,562,865 $1,561,049 ========= ========= 4. Borrowings ONB's has outstanding $30.5 million of 8% convertible subordinated debentures which are due September 15, 2012, unless previously converted or redeemed. The debentures are convertible at any time prior to maturity into shares of common stock of ONB at a conversion rate of 46.875 shares for each one thousand dollars principal amount of debentures. Interest on the debentures is payable on March 15 and September 15 of each year. The debentures are redeemable in whole or in part at the option of ONB at a premium to par value. Beginning September 15, 1998, debenture holders are entitled to an annual sinking fund of $2.5 million principal amount of debentures annually less conversions and redemptions. The debentures are subordinated in right of payment to all senior indebtedness of ONB. As of March 31, 1997, 1.4 million authorized and unissued common shares were reserved for conversion of the debentures. At March 31, 1997, ONB has outstanding $44 million of medium term notes. These notes bear interest at a weighted averate rate of 6.73% and mature between 1998 and 2003. As of March 31, 1997, ONB has $80 million in unsecured lines of credit with unaffiliated banks. These lines of credit include 6 various informal arrangements to maintain compensating balances. The compensating balances are maintained for the benefit of the parent company by affiliate banks which normally maintain correspondent balances with unaffiliated banks. As of March 31, 1997, $65.0 million was outstanding under these lines bearing interest rates that averaged 6.05%. 5. Impact of Accounting Changes Effective January 1, 1997, ONB adopted certain provisions of Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This statement provides accounting standards for sales, securitization, and servicing of receivables, and other financial assets, secured borrowing and collateral transactions, and the extinguishment of liabilities. Certain other provisions of this statement are not effective until January 1, 1998. The adoption of the above statement did not have a material impact on ONB's financial condition and its results of operations. In February 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings per Share" (EPS). This statement establishes standards for computing and presenting EPS. The statement is effective for financial statements issued for periods ending after December 15, 1997. ONB doesn't expect the impact to be material to its EPS calculation. 7 PART I. FINANCIAL INFORMATION ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following management's discussion and analysis is presented to provide information concerning the financial condition of ONB as of March 31, 1997, as compared to March 31, 1996 and December 31, 1996, and the results of operations for the three months ended March 31, 1997 and 1996. Financial Condition ONB's total assets at March 31, 1997 were $5.409 billion, a 6.7% increase since March 1996 and a 0.8% increase since December 1996. Earning assets, which consist primarily of money market investments, investment securities and loans, grew 6.8% over the prior year. During the past year, the mix of earning assets remained steady as loans grew 8.0% and money market investmnets and investment securities increased 4.1%. Since December 1996, earning assets increased slightly 1.1% with loans growing 0.3% and investment securities and money market investments increasing 3.0%. At March 31, 1997, underperforming assets (defined as loans 90 days or more past due, nonaccrual and restructured loans and forclosed properties) rose to $24.3 million from $20.9 million as of December 31, 1996. As of these dates, underperforming assets in total were 0.69% and 0.59%, respectively, of total loans and forclosed properties. <TABLE> <CAPTION> Past Due Total as % 90 of Total Loans Days Nonaccrual Restructured Forclosed and Forclosed Or More Loans Loans Properties Total $ Properties <S> <C> <C> <C> <C> <C> <C> March 31, 1997 $2,767 $14,410 $ 801 $6,298 $24,276 0.69% December 31,1996 2,945 12,501 746 4,703 20,895 0.59 </TABLE> As of March 31, 1997, the recorded investment in loans for which impairment has been recognized in accordance with SFAS No. 114 and 118 was $4.2 million with no related allowance and $58.9 million with $15.2 million of related allowance. ONB's policy for recognizing income on impaired loans is to accrue earnings unless a loan becomes nonaccrual. When loans are classified as nonaccrual, interest accrued during the current year is reversed against earnings; interest accrued in the prior year, if any, is charged to the allowance for loan losses. Cash received while a loan is classified nonaccrual is recorded to principal. For the three months ended March 31, 1997, the average balance of impaired loans was $59.2 million and $1.1 million of interest was recorded. ONB's consolidated loan portfolio is well diversified and contains no concentrations of credit in any particular industry exceeding 10% of its portfolio. ONB has minimal exposure to construction lending or leveraged buyouts and no exposure in credits to foreign or lesser-developed countries. Total deposits at March 31, 1997, increased $70.8 million or 1.7% compared to March 1996 with growth in all deposit categories except savings. Other time increased $51.0 million and comprised the largest dollar increase. Since December 1996, total deposits decreased $60.0 million or 1.4% with the decline split between noninterest-bearing demand accounts and money market accounts. Seasonality and a strong stock market contributed to the first quarter deposit decrease. 8 Short-term borrowings, comprised of Federal funds purchased, securities sold under agreements to repurchase and other short- term borrowings, increased $278.0 million since March 1996 to supplement deposit growth to help fund additional assets. Since December 1996, ONB's short-term borrowings increased $111.2 million and helped offset the decline in deposits. Capital Total shareholders' equity declined $6.3 million since March 1996 and has decreased $5.2 million since December 1996. During the first quarter of 1997, net unrealized gain on investment securities decreased $6.8 million as interest rates increased and the market value of ONB's investment portfolio declined. In addition ONB repurchased $10.6 million of common stock and paid a quarterly cash dividend of $0.23 per share. ONB's consolidated capital position remains strong as evidenced by the following comparisons of key industry ratios: <TABLE> <CAPTION> Minimum Regulatory March 31, March 31, December 31, Risk Based Capital: Ratios 1997 1996 1996 <S> <C> <C> <C> <C> Tier 1 Capital to Total Avg Assets (Leverage Ratio) 3.00% 8.24% 8.71% 8.16% Tier 1 Capital to Risk Adjusted Total Assets 4.00 12.71 13.82 12.94 Total Capital to Risk Adjusted Total Assets 8.00 14.84 16.08 14.97 Shareholders' Equity to Total Assets N/A 8.38 9.07 8.54 </TABLE> Each of ONB's affiliate banks have capital ratios which exceed regulatory minimums. Liquidity and Asset/Liability Management ONB continually monitors its liquidity and actively manages its asset/liability position. The purpose of liquidity management is to match the sources of funds with anticipated customer borrowings and withdrawals and other obligations. The primary purpose of asset/liability management is to minimize the effect on net income of changes in interest rates and to maintain a prudent match within specified time periods of rate-sensitive assets and rate-sensitive liabilities. ONB also uses net interest income simulation modeling to better quantify the impact of potential interest rate fluctuations on net interest income. With this understanding management can best determine possible balance sheet changes, pricing strategies, and appropriate levels of capital and liquidity which allows ONB to generate strong net interest income while controlling and monitoring interest rate risk. As of March 31, 1997, ONB's rate-sensitive assets were 84% of rate-sensitive liabilities in the 1-180 day maturity category and 92% in the 181-365 day category. These figures compared to 85% and 95% on December 31, 1996 and 89% and 105% on March 31, 1996. During 1996, the rate sensitivity was impacted by the increased lending in 1996 and changes with the deposit mix and maturities. These positions are within acceptable ranges as determined from time-to-time by management. ONB's funds management committee meets bi-monthly to closely monitor and effect changes as needed in the consolidated rate-sensitivity position. Results of Operations Net Income Net income for the three months ended March 31, 1997 was $16.1 million, a 9.4% increase over the same period in 1996. Primary net income per common share for the first quarter of 1997 was $0.60, compared to $0.53 for the first quarter of 1996, a 13.2% increase. ONB's return on average assets (ROA) for the first 9 quarter of 1997 was 1.21%. This compared to 1.16% for the same period in 1996. The improvement in ROA is due to improved net interest income, and higher noninterest income. Net Interest Income Net interest income on a taxable equivalent basis for the first quarter of 1997 was 9.8% higher than the same period for the prior year. Higher levels of earning assets and improved yields resulted in the net interest income growth. The net interest margin was 4.51% in the first quarter of 1997 versus 4.33% in 1996's first quarter. Provision for Loan Losses The provision for loan losses was $3.8 million in the first quarter of 1997 compared to $2.0 million in the first quarter of 1996. ONB's net charge offs were 0.30% of average loans for the quarter versus 0.17% in the first quarter of 1996. The 1997 provision and net charge-offs are comparable to our results for the full year of 1996 and do not reflect a significant deterioration of the loan portfolio or the economies in the communities in which ONB serves. The rise in charge-offs was concentrated in the consumer area which has been seen throughout the banking industry. The allowance for loan losses is continually monitored and evaluated both within each affiliate bank and at the holding company level so as to provide adequate coverage for potential losses. The allowance for loan losses to end-of-period loans of 1.30% at March 31, 1997 compared to 1.25% at year-end in 1996 and 1.27% at March 31, 1996. The allowance for loan losses covers all underperforming assets by 1.89 times at March 31, 1997 compared to 2.10 times at December 31, 1996. Noninterest Income Total noninterest income increased 11.4% in the three months ended March 31, 1997 as compared to the same period in 1996. In both years security gains comprised an insignificant portion of noninterest income. All categories experienced increases over 1996. Trust fees increased 11.9%, service charges on deposit accounts grew 7.5%, loan servicing fees increased 9.7% and other income rose 19.4%. The growth in other income was mainly from increases in insurance commissions and investment product fees. Noninterest Expense Noninterest expense increased 6.5% in the first quarter of 1997 over the same period in 1996. Salaries and benefits, together the largest individual component of noninterest expense, increased 10.9% in the first quarter of 1997 compared to 1996. This increase arose primarily from the combination of a new subsidiary, Consumer Acceptance Corporation, which was formed in the second quarter of 1996 and accelerated incentive accruals in 1997 due to the stronger first quarter results. Most other categories of noninterest expense experienced relatively small changes between the years. Provision for Income Taxes The provision for income taxes, as a percentage of pre-tax income, increased slightly in the first quarter to 30.5% compared to 30.3% in 1996. The growth in earning assets has been primarily in taxable loans with tax exempt securities remaining level which has raised ONB's effective tax rate. 10 PART II OTHER INFORMATION ITEM 1. Legal Proceedings NONE ITEM 2. Changes in Securities NONE ITEM 3. Defaults Upon Senior Securities NONE ITEM 4. Submission of Matters to a Vote of Security Holders At the April 17, 1997 Annual Meeting of Shareholders, the following matters were submitted to a vote of the shareholders. Election of Directors - The following directors were elected for a term of one year. Vote Count For Against Abstained Unvoted David L. Barning 19,750,904 95,272 -- -- Richard J. Bond 19,762,376 83,773 -- -- Alan W. Braun 19,741,191 109,368 -- -- John J. Daus, Jr. 19,755,586 94,457 -- -- Wayne A. Davidson 19,763,176 83,245 -- -- Larry E. Dunigan 19,743,123 103,718 -- -- David E. Eckerle 19,762,638 83,426 -- -- Thomas B. Florida 19,755,222 94,821 -- -- Phelps L. Lambert 19,762,403 84,608 -- -- Ronald B. Lankford 19,763,161 85,614 -- -- Lucien H. Meis 19,757,735 89,381 -- -- Louis L. Mervis 19,759,671 86,393 -- -- Dan W. Mitchell 19,761,129 91,635 -- -- John N. Royse 19,755,136 94,426 -- -- Marjorie Z. Soyugenc 19,757,522 89,416 -- -- Charles D. Storms 19,763,270 83,572 -- -- Selection of Independent Public Accountants - Arthur Andersen LLP, Indianapolis, Indiana Votes For - 19,709,028, Votes Against - - 44,914, Votes Abstained - 134,687, Unvoted - 0. ITEM 5. Other Information NONE ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits as required by Item 601 of Regulation S-K. (10) Old National Bancorp Employees' Retirement Plan, as amended. 11 (11) Statement re computation of per share earnings. (27) Financial Data Schedule (b) ONB did not file a current report on Form 8-K during the quarter ended March 31, 1997. 12 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 thereunto duly authorized. OLD NATIONAL BANCORP (Registrant) By:s/s Steve H. Parker Steve H. Parker Senior Vice President Chief Financial Officer Date: May 14, 1997 13 INDEX OF EXHIBITS Regulation S-K Reference (Item 601) 10 Old National Bancorp Employees' Retirement Plan, as amended. 11 Statement re Computation of Per Share Earnings 27 Financial Data Schedule 14