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)
February 1, 2000
PERMANENT BANCORP, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-23370 35-1908797
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
101 Southeast Third Street, Evansville, Indiana 47708
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 687-9400
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
On December 20, 1999, Old National Bancorp ("Old National") and
Permanent Bancorp, Inc. ("Permanent") entered into an Agreement of Affiliation
and Merger (the "Agreement") dated as of December 20, 1999, by and among Old
National Bancorp, Permanent Bancorp, Inc., Merger Corporation, Old National Bank
and Permanaent Bank.
The agreement calls for a 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 isued 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 Merger Agreement and the press release providing further details on
the exchange ratio issued on February 1, 2000 are attached as exhibits to this
report and are incorporated herein by reference. The foregoing summary of the
Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to such agreement.
Item 7. Financial Statements and Exhibits
(c) EXHIBITS:
2 Agreement of Affiliation and Merger, dated as of December 20,
1999, by and among Old National Bancorp, Permanent Bancorp,
Inc., Merger Corporation, Old National Bank and Permanent
Bank.
20 Press Release issued February 1, 2000.
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.
PERMANENT BANCORP, INC.
Date: February 2, 2000 By: /s/ Donald P. Weinzapfel
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Donald P. Weinzapfel
Chairman of the Board and
Chief Executive Officer (Principal
Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit
Number Description
2 Agreement of Affiliation and Merger dated as of December 20, 1999.
20 Press Release issued February 1, 2000.