SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
OLD NATIONAL BANCORP ONB CAPITAL TRUST II
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in its Charter) Specified in its Charter)
Indiana Delaware
(State or other jurisdiction) (State or other jurisdiction)
33-1539838 33-6687058
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
420 Main Street 420 Main Street
Evansville, Indiana 47708 Evansville, Indiana 47708
(812) 464-1434 (812) 464-1434
(Address, including zip code, (Address, including zip code,
and telephone number, including area and telephone number, including area
code of registrant's principal code of registrant's principal
executive offices) executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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8.00 % Trust Preferred Securities New York Stock Exchange
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-87573
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
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The Trust Preferred Securities have been issued by ONB Capital Trust
II and guaranteed by Old National Bancorp to the extent set forth in
the guarantee of Old National Bancorp. The description of the
securities to be registered appearing on pages S-15 through S-17
(under the caption "Certain Terms of the Preferred Securities") and
pages S-19 through S-23 (under the caption "United States Federal
Income Taxation") of the prospectus supplement filed with the
Securities and Exchange Commission on April 9, 2002 pursuant to Rule
424(b)(5) under the Securities Act of 1933, as amended, and on pages
18 through 28 (under the caption "Description of Capital Securities")
and pages 28 through 30 (under the caption "Description of
Guarantees") of the prospectus dated February 29, 2000, in each case
relating to Registration Statement No. 333-87573, is hereby
incorporated by reference in answer to this Item.
Item 2. Exhibits
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Not Applicable.
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized.
OLD NATIONAL BANCORP
By: /s/ James A. Risinger
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James A. Risinger
Chairman, President and Chief Executive
Officer
ONB CAPITAL TRUST II
By Old National Bancorp, as Depositor
By: /s/ Jeffrey L. Knight
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Jeffrey L. Knight
Senior Vice President, General Counsel
and Secretary
Dated: April 16, 2002
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