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TOWER FINANCIAL CORP FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Financial Statements and Exhibits

May 1, 2014



Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, on April 25, 2014 Tower requested that the NASDAQ Global Market ("NASDAQ") file a notification on Form 25 with the SEC to request the removal of shares of Tower common stock from listing on NASDAQ and from registration under Section 12(b) of the Securities Exchange Act of 1934. The NASDAQ has filed a notification of removal from listing on Form 25 with the SEC with respect to Tower common stock.

Item 3.03 Material Modification to the Rights of Security Holders.

The information set forth in the Introductory Note is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, Tower's directors and executive officers ceased serving in such capacities, and the directors and executive officers of Old National continued as the directors and executive officers of Old National.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

2.1 Agreement and Plan of Merger, dated September 9, 2013, by and between Old National Bancorp and Tower Financial Corporation (attached as Exhibit 2.1 to Tower's Current Report on Form 8-K filed on September 10, 2013, and incorporated herein by reference).



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