UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-K~~STATES

~~CURRENT~~SECURITIES ~~REPORTPursuant~~AND toEXCHANGE ~~Section 13 or 15(d) of theSecurities Exchange Act of 1934~~COMMISSION

~~Date of Report (Date of earliest event reported): December 12~~Washington, ~~2013~~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 4, 2014

TOWER FINANCIAL CORPORATION

(Exact name of ~~Registrant~~registrant as specified in its charter)

Indiana 000-25287 35-2051170 (State or other (Commission (IRS Employer jurisdiction of ~~incorporation) 000-25287(Commission~~ File Number) ~~35-2051170(IRS Employer~~ Identification No.) incorporation)

116 East Berry Street, Fort Wayne, Indiana 46802

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices, including Zip Code~~offices)

~~(260) 427-7000(~~Registrant'’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code: (260)~~________________________________~~ 427-7000

~~Check~~Not the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):Applicable

~~☒ Written~~(Former ~~communications~~name ~~pursuant~~or toformer ~~Rule~~address, ~~425~~if ~~under~~changed ~~the~~since ~~Securities~~last ~~Act~~report)

~~☐ Soliciting~~Check ~~material~~the ~~pursuant~~appropriate tobox ~~Rule~~below ~~14a~~if the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (see General Instruction A.2. below):

☐☒ ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR 230.425)

☐ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~☐ Pre-commencement ~~8.01~~communications ~~Other~~pursuant ~~Events~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Tower~~☐ Pre-commencement ~~Financial~~communications ~~Corporation~~pursuant ~~today~~to ~~announced~~Rule ~~that~~13e-4(c) ~~five~~under of the ~~commercial~~Exchange ~~lending~~Act ~~officers~~(17 ~~employed~~CFR ~~by its Tower Bank subsidiary have resigned their positions~~240. 13e-4(c))

Although these employees were responsible for managing relationships with the bank’s commercial lending customers, Tower fully intends to continue to manage and service these relationships in the same manner and with the same devotion to its customers’ needs as it has in the past.2

~~Forward-Looking~~Item ~~Statements~~2.02 Results of Operation and Financial Condition

~~This~~On ~~Current~~February ~~Report on Form 8-K contains forward-looking statements that~~4, ~~by their nature~~2014, ~~are~~Tower ~~predictive~~Financial ~~and~~Corporation ~~are~~issued ~~based~~a onpress ~~management's~~release ~~beliefs,~~titled ~~assumptions,~~“Tower ~~current~~Financial ~~expectations,~~Corporation ~~estimates~~reports ~~and~~record ~~projections~~annual ~~about~~income ~~the~~of ~~financial~~$8.1 ~~services~~million ~~industry, the economy,~~ and ~~about~~announces ~~our company~~dividend. ”

~~These~~The ~~forward-looking~~full ~~statements~~text ~~are~~of ~~intended~~the topress berelease, ~~covered~~together bywith the ~~safe-harbor~~exhibits ~~provisions~~thereto, ofis ~~the~~furnished ~~Private~~herewith ~~Securities~~as ~~Litigation~~Exhibit ~~Reform Act of 1995~~99.1, ~~These~~shall ~~statements are~~ not ~~guarantees~~be ofdeemed ~~future~~“filed” ~~performance,~~for ~~speak~~purposes ~~only as~~ of ~~this~~Section ~~date,~~18 ~~and~~of ~~involve~~the ~~risks~~Securities and ~~uncertainties~~Exchange ~~related~~Act toof ~~our~~1954, ~~banking~~as ~~business or to general business and economic conditions that may affect our business~~amended, ~~which may cause actual results to turn out differently. More detailed information about such risks~~ and ~~uncertainties~~shall ~~may~~not be ~~found~~deemed inincorporated ~~our~~by ~~most~~reference ~~recent~~into ~~Annual~~any ~~Report~~registration onstatement ~~Form 10-K,~~ or, ifother ~~applicable,~~document ~~in subsequently~~ filed ~~Forms~~pursuant ~~10-Q quarterly reports, under the captions “Forward-Looking Statements” and “Risk Factors,” which we file from time~~ to ~~time with~~ the Securities ~~and~~Act ~~Exchange~~of ~~Commission. These reports are available on the Commission’s website at www.sec.gov~~1933, as ~~well as on our website at www~~amended.~~towerbank.net.~~

~~Information~~Item on8.01 ~~Pending~~Other ~~Merger~~Events

InOn ~~connection~~February ~~with~~4, a2014, ~~pending merger between~~ Tower Financial Corporation ~~and~~issued ~~Old National Bancorp (“Old National”), Old National has filed with the Securities and Exchange Commission~~ a ~~preliminary~~press ~~Registration~~release ~~Statement~~disclosing oncertain ~~Form~~information ~~S-4~~relevant ~~which includes Tower’s preliminary Proxy Statement and a preliminary Prospectus of Old National, and each of Tower and Old National have filed and will file other documents with respect~~ to the ~~proposed~~previously ~~merger.~~announced Apending ~~definitive~~merger ~~Proxy Statement/Prospectus will be mailed to shareholders~~ of Tower. ~~Shareholders~~Financial ~~are~~Corporation ~~urged~~with ~~to read the Proxy Statement/Prospectus regarding the merger~~ and ~~any~~into ~~other~~Old ~~relevant~~National ~~documents filed with the SEC when they become available, as well as any amendments or supplements to those documents, because they will contain important information~~Bancorp. A ~~free~~ copy of the ~~Proxy~~press ~~Statement/Prospectus,~~release asis ~~well~~furnished herewith as ~~other~~Exhibit ~~filings containing information about Tower and Old National, may be obtained at the SEC’s Internet site (http://www~~99.~~sec~~1.gov). You will also be able to obtain these documents (when available), free of charge, by accessing Old National’s website at www.oldnational.com under the tab “Investor Relations” and then under the heading “Financial Information” or from Tower’s website at www.towerbank.net under the tab “Investor Relations” and then under the heading “SEC Filings.”

~~Tower~~Item and Old National and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Tower in connection with the proposed merger9.01 ~~Information~~Financial ~~about~~Statement ~~the directors~~ and executive officers of Tower is set forth in the proxy statement for Tower’s 2013 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 28, 2013. Information about the directors and executive officers of Old National is set forth in the proxy statement for Old National’s 2013 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 15, 2013. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.Exhibits

(d)	Exhibits

99.1	Press release, dated February 4, 2014, reporting Tower Financial Corporation’s financial results for its fourth quarter ended December 31, 2013 and the announcement of a dividend to be paid in the first quarter of 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~Current~~report ~~Report on Form 8-K~~ to be signed on its behalf by the undersigned hereunto duly authorized.

	TOWER FINANCIAL CORPORATION
Date: December 13, 2013	By:	/s/ Richard R. Sawyer
		Richard R. Sawyer,
		Chief Financial Officer and Secretary
		Tower Financial Corporation

Dated: February 4, 2014

	TOWER FINANCIAL CORPORATION


	By:	/s/ Michael D. Cahill
		Michael D. Cahill, Chief Executive Officer
		Tower Financial Corporation

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