<PAGE> 1
Filed by Fifth Third Bancorp
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: Old Kent Financial Corporation
Exchange Act File Number 000-14591
[FIFTH THIRD LOGO]
-------------------------------------------------------------------------------
News Release
CONTACT: FIFTH THIRD FOR IMMEDIATE RELEASE
NEAL E. ARNOLD (ANALYSTS) DECEMBER 5, 2000
(513) 579-4356
ROBERTA R. JENNINGS (MEDIA)
(513) 579-4153
FIFTH THIRD BANCORP TO PRESENT AT SANDLER O'NEILL CONFERENCE
Fifth Third Bancorp (NASDAQ: FITB) will make a presentation at the
Sandler O'Neill & Partners, L.P. Annual Financial Services Conference on
December 7, 2000, at 10:05 a.m.
Speaking on behalf of Fifth Third will be Neal E. Arnold, Executive
Vice President and Chief Financial Officer. Mr. Arnold's presentation will
include, among other things, a discussion of Fifth Third's pending merger with
Old Kent Financial Corporation.
Interested individuals may view a live webcast of the presentation and
any questions and answers by accessing http://www.sandleroneill.com. The
presentation will be available on the website for approximately 60 days
following the presentation. In addition, the presentation may be accessed via
phone by dialing 888-566-5773 (passcode: Sandler O'Neill). A copy of the slides
used in the presentation is also available by accessing the Company's website at
http://www.53.com.
Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. The company has $44 billion in assets,
operates 14 affiliates with 642 full-service Banking Centers, including 119 Bank
Mart(R) locations open seven days a week inside select grocery stores and 1,400
Jeanie(R) ATMs in Ohio, Kentucky, Indiana, Florida, Arizona, Michigan and
Illinois. A leader in e-commerce, Fifth Third was named #1 e-business innovator
by PC Week. The financial strength of Fifth Third's affiliate banks continues to
be recognized by rating agencies with deposit ratings of AA- and Aa2 from
Standard & Poor's and Moody's, respectively. Additionally, Fifth Third Bancorp
continues to maintain the highest short-term ratings available at A-1+ and
Prime-1, and was recently recognized by Moody's with one of the highest senior
debt ratings for any U.S. bank holding company. Fifth Third operates four main
businesses: Retail, Commercial, Investment Advisors and Midwest Payment Systems,
the Bank's data processing subsidiary. Investor information and press releases
can be viewed at http://www.53.com; press releases are also available by fax at
no charge by calling 800-758-5804, identification number 281775. The company's
common stock is traded in the over-the-counter market through the NASDAQ
National Market System under the symbol "FITB."
* * * * *
This document contains or may contain forward-looking statements about
Fifth Third Bancorp, Old Kent and the combined company which we believe are
within the meaning of the Private Securities Litigation Reform Act of 1995.
This document contains certain forward-looking statements with respect to
- M O R E -
<PAGE> 2
the financial condition, results of operations, plans, objectives, future
performance and business of Fifth Third Bancorp, Old Kent and the combined
company including statements preceded by, followed by or that include the words
"believes," "expects," "anticipates" or similar expressions. These
forward-looking statements involve certain risks and uncertainties. There are a
number of important factors that could cause future results to differ materially
from historical performance and these forward-looking statements. Factors that
might cause such a difference include, but are not limited to: (1) competitive
pressures among depository institutions increase significantly; (2) changes in
the interest rate environment reduce interest margins; (3) prepayment speeds,
loan sale volumes, charge-offs and loan loss provisions; (4) general economic
conditions, either national or in the states in which Fifth Third Bancorp and
Old Kent do business, are less favorable than expected; (5) legislative or
regulatory changes adversely affect the businesses in which Fifth Third Bancorp
and Old Kent are engaged; and (6) changes in the securities markets. Further
information on other factors which could affect the financial results of Fifth
Third Bancorp after the merger are included in Fifth Third Bancorp's and Old
Kent's filings with the Securities and Exchange Commission. These documents are
available free of charge at the Commission's website at http://www.sec.gov
and/or from Fifth Third Bancorp or Old Kent.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transactions referenced in this document when
it becomes available, because it will contain important information. The proxy
statement/prospectus will be filed with the Commission by Fifth Third Bancorp
and Old Kent. Security holders may receive a free copy of the proxy
statement/prospectus (when available) and other related documents filed by Fifth
Third Bancorp and Old Kent at the Commission's website at http://www.sec.gov
and/or from Fifth Third Bancorp or Old Kent.
Old Kent and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Old Kent with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in Old Kent's proxy statement
for its 2000 Annual Meeting of shareholders filed with the Commission on
February 25, 2000. This document is available free of charge at the Commission's
website at http://www.sec.gov and/or from Old Kent.
Fifth Third Bancorp and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from stockholders of
Fifth Third Bancorp with respect to the transactions contemplated by the merger
agreement. Information regarding such officers and directors is included in
Fifth Third Bancorp's proxy statement for its 2000 Annual Meeting of
shareholders filed with the Commission on February 9, 2000. This document is
available free of charge at the Commission's website at http://www.sec.gov
and/or from Fifth Third Bancorp.
# # #
