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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 DECEMBER 13, 1999
(Date of earliest event reported)
MERCHANTS BANCORP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-14484 36-3182868
(Commission File Number) (I.R.S. Employer Identification Number)
1851 WEST GALENA BOULEVARD, AURORA, ILLINOIS 60507
(Address of principal executive offices) (Zip Code)
(630) 907-9000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER INFORMATION
On December 13, 1999, Merchants Bancorp, Inc. ("Merchants") notified its
stockholders of its intention to convene its special meeting of stockholders
at the previously scheduled time of 9:00 a.m. (local time) on Wednesday,
December 22, 1999 and then immediately adjourn such meeting to 9:00 a.m.
(local time) on Tuesday, January 4, 2000. A copy of this letter is attached
as Exhibit 99.1.
This Form 8-K and Exhibit 99 hereto is incorporated by reference into
Old Kent Financial Corporation's Form S-4 Registration Statement (Reg. No.
333-89245) to update the information into the prospectus and proxy statement
regarding the date of Merchants' special meeting of stockholders.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
99.1 Letter to Merchants Stockholders dated December 13, 1999.
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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 hereunto duly authorized.
MERCHANTS BANCORP, INC.
Dated: December 13, 1999 By: /s/ Calvin R Myers
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Calvin R. Myers
Chairman, President and Chief
Executive Officer
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Exhibit 99.1
[Merchants' Logo]
December 13, 1999
Dear Fellow Stockholder:
You should have recently received a Prospectus and Proxy Statement
describing the proposed merger between Merchants and Old Kent Financial
Corporation, a Michigan-based bank holding company. Due to some printing
problems, these materials were not mailed to our stockholders who hold their
shares in "street name" at the same time as these materials were mailed to
our record stockholders. Although we are confident that the original mailing
is in compliance with applicable laws, we wish to ensure that all of our
stockholders have adequate time prior to the special meeting to review the
materials describing the merger. Consequently, we plan to take no action at
the December 22, 1999, meeting other than to adjourn to a later time as soon
as the meeting is called to order. The polls will remain open in the interim.
WE PLAN TO RECONVENE THE SPECIAL MEETING ON JANUARY 4, 2000, AT THE SAME
PLACE AND TIME. At this later time, we will answer all questions regarding
the merger and take a vote to approve the transaction.
Therefore, the schedule for the special meeting will be as follows:
Initial meeting which will be adjourned RECONVENED MEETING FOR STOCKHOLDERS'
immediately: QUESTIONS AND CASTING OF VOTES:
December 22, 1999 JANUARY 4, 2000
9:00 a.m. (local time) 9:00 A.M. (LOCAL TIME)
Copley Theatre COPLEY THEATRE
North Island Center NORTH ISLAND CENTER
8 East Galena Boulevard 8 EAST GALENA BOULEVARD
Aurora, Illinois AURORA, ILLINOIS
You should carefully review the Prospectus and Proxy Statement that you
received earlier regarding the proposed merger. Those materials describe the
merger transaction in detail and also describe instructions for you to vote
for or against the proposed merger. If you have already executed and returned
your proxy, you do not need to do anything further and your vote will be cast
on January 4, 2000, pursuant to your instructions. Of course, you may cast a
later proxy at any time prior to the reconvened meeting which will
automatically void your earlier vote and will constitute your instructions on
voting on the merger. We have enclosed an additional proxy card for that
purpose. If you have not received the Prospectus and Proxy Statement, please
call Dana Hopp at (630) 907-9000 and we will provide you with a copy. IF YOU
HAVE ANY QUESTIONS REGARDING THE MERGER, OR IF YOU WOULD LIKE TO VOTE IN
PERSON, WE URGE YOU TO ATTEND THE SPECIAL MEETING ON JANUARY 4, 2000, AT THE
TIME AND LOCATION PROVIDED.
While we certainly hope that this schedule does not inconvenience you,
we feel that the additional date is necessary to ensure that all of our
stockholders are able to make an informed decision regarding the merger.
Thank you in advance for your understanding and cooperation.
Sincerely yours,
/s/ Calvin R. Myers
Calvin R. Myers
President and Chief Executive Officer
