THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(D)
OF REGULATION S-T
As filed with the Securities and Exchange Commission on April 29, 1994
REGISTRATION NO. ______________
_______________________________________________________________________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
OLD KENT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-1986608
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Vandenberg Center, Grand Rapids, Michigan 49503
(Address of principal executive offices, zip code)
1994 STOCK OPTION PLAN FOR
EDGEMARK OPTIONHOLDERS
(Full title of the plan)
Richard W. Wroten Gordon R. Lewis
Executive Vice President With Warner, Norcross & Judd
and Chief Financial Officer a copy 900 Old Kent Building
Old Kent Financial Corporation To: 111 Lyon Street, N.W.
One Vandenberg Center Grand Rapids, Michigan 49503-2489
Grand Rapids, Michigan 49503-2489
(Name and address of agent for service)
(616) 771-5808
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered Price Per Offering Fee
Unit(2) Price
<S> <C> <C> <C> <C>
Common Stock 154,529(1) $15.45(2) $2,386,703(3) $823
$1 Par Value
<FN>
(1) Plus such indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain
other capital adjustments.
(2) Average offering price per unit. The offering price per unit is
based on the contractual option exercise prices, which varies by
option.
(3) Aggregate option exercise price.
</TABLE>
_______________________________________________________________________________
_______________________________________________________________________________
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:
(a) The registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
("Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.
All documents subsequently filed by the registrant pursuant to
Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act, prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Old Kent's Restated Articles of Incorporation require
indemnification of Old Kent's directors to the maximum extent permitted by
the Michigan Business Corporation Act. The Restated Articles of
Incorporation vest in Old Kent's board of directors the discretion to
provide the same degree of indemnification to Old Kent's officers on a
case-by-case basis. The following is a summary of the pertinent provisions
of the Michigan Business Corporation Act.
Sections 561-569 of the Michigan Business Corporation Act contain
provisions governing the indemnification of officers and directors by
Michigan corporations. That statute provides that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
-2-
(other than an action by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee, or agent of the
corporation or serving another corporation or other enterprise at the
request of the corporation, against expenses, including attorney fees,
judgments, penalties, fines, and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
Indemnification of expenses, including attorney fees, is allowed
in derivative actions, except that no indemnification is allowed in respect
of any claim, issue, or matter as to which such person shall have been
found liable to the corporation unless a court decides indemnification is
proper. To the extent any such person succeeds on the merits or otherwise,
he or she is entitled to be indemnified against expenses, including
attorney fees. A determination that the person to be indemnified meets the
applicable standard of conduct may be made by a court, by the board of
directors by a majority vote of a quorum consisting of directors who were
not parties to such action, by a majority vote of a committee designated by
the board of directors consisting of two or more directors not parties to
the action, suit, or proceeding, by independent legal counsel, or by the
shareholders. Expenses may be paid in advance. A corporation may purchase
indemnity insurance.
Old Kent has insurance which provides liability coverage to
directors and officers of Old Kent and its subsidiaries with respect to
claims for any actual or alleged error, misstatement, misleading statement,
act, or omission, or neglect or breach of duty by such directors or
officers in the discharge of their duties solely in their capacity as
directors or officers, individually or collectively, or any matter claimed
against them solely by reason of their being such directors or officers.
Except for losses for which Old Kent is required to indemnify the directors
or officers, or for which Old Kent has, to the extent permitted by law,
indemnified the directors or officers, this insurance contains customary
exclusions from coverage.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4(a) 1994 Stock Option Plan for EdgeMark Optionholders
4(b) Restated Articles of Incorporation. Previously filed
as an exhibit to the Registrant's Form 10-Q Quarterly
Report for its fiscal quarter ended March 31, 1993.
Here incorporated by reference.
-3-
4(c) Bylaws. Previously filed as an exhibit to the
Registrant's Form 10-K Annual Report for its fiscal
year ended December 31, 1993. Here incorporated by
reference.
5 Opinion of Counsel.
23(a) Consent of Independent
Public Accountants.
23(b) Consent of Counsel.
24 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
-4-
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
-5-
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the issuer certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Grand Rapids and the
State of Michigan, on April 29, 1994.
OLD KENT FINANCIAL CORPORATION
By /s/ Richard W. Wroten
Richard W. Wroten
Executive Vice President and Chief
Financial
Officer (Principal Financial Officer,
Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities indicated.
Date Name and Title
Date: April 29, 1994 /s/ John M. Bissell*
John M. Bissell
Director
Date: April 29, 1994 /s/ John D. Boyles*
John D. Boyles
Director
Date: April 29, 1994 /s/ John C. Canepa*
John C. Canepa
Chairman of the Board,
Chief Executive Officer, and
Director (Principal Executive Officer)
Date: April 29, 1994 /s/ Earl D. Holton*
Earl D. Holton
Director
-6-
Date Name and Title
Date: April 29, 1994 /s/ John P. Keller*
John P. Keller
Director
Date: April 29, 1994 /s/ Jerry K. Myers*
Jerry K. Myers
Director
Date: April 29, 1994 /s/ William U. Parfet*
William U. Parfet
Director
Date: April 29, 1994 /s/ Percy A. Pierre*
Percy A. Pierre
Director
Date: April 29, 1994 /s/ Robert L. Sadler*
Robert L. Sadler
Vice Chairman of the Board and
Director
Date: April 29, 1994 /s/ Peter F. Secchia*
Peter F. Secchia
Director
Date: April 29, 1994 /s/ B. P. Sherwood, III*
B. P. Sherwood, III
Vice Chairman of the Board,
Treasurer, and Director
-7-
Date Name and Title
Date: April 29, 1994 /s/ David J. Wagner*
David J. Wagner
President and Director
Date: April 29, 1994 /s/ Richard W. Wroten
Richard W. Wroten
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer, Principal Accounting Officer)
*By /s/ Richard W. Wroten
Richard W. Wroten
(Attorney-in-Fact)
-8-
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
Number Exhibit Number
<S> <C> <C>
4(a) 1994 Stock Option Plan for 10
EdgeMark Optionholders
4(b) Restated Articles of *
Incorporation.
Previously filed as an exhibit
to the Registrant's Form 10-Q
Quarterly Report for its fiscal
quarter ended March 31, 1993.
Here incorporated by reference.
4(c) Bylaws. Previously filed as an *
exhibit to the Registrant's
Form 10-K Annual Report for its
fiscal year ended December 31,
1993. Here incorporated by
reference.
5 Opinion of Counsel. 18
23(a) Consent of Independent 19
Public Accountants.
23(b) Consent of Counsel. (See 18
Exhibit 5)
24 Powers of Attorney. 20
<FN>
*Incorporated by reference.
</TABLE>
-9-
EXHIBIT 4(a)
OLD KENT FINANCIAL CORPORATION
1994 Stock Option Plan for EdgeMark Optionholders
1. Establishment of Plan. Old Kent Financial Corporation ("Old
Kent") proposes to allow existing holders of options in EdgeMark Financial
Corporation ("EdgeMark") to convert those options into options ("Options")
to purchase shares of common stock of Old Kent ("Common Stock") pursuant to
a certain Agreement and Plan of Merger in connection with the acquisition
of EdgeMark by Old Kent (the "Merger"). The Options will be held pursuant
to the terms and conditions set forth herein and known as the 1994 Old Kent
Financial Corporation Stock Option Plan for EdgeMark Optionholders (the
"Plan").
2. Purpose of the Plan. The purpose of the Plan is to promote the
interests of Old Kent Financial Corporation and its shareholders and to
fulfill the conditions of Section 5.7 of the Agreement and Plan of Merger
referenced above. The Plan will provide its participants with an
opportunity to acquire a proprietary interest in Old Kent's business and to
thereby increase the participants' incentive to improve the operations and
increase the profits of Old Kent.
3. Shares Subject to Plan. The number of shares subject to this
Plan shall be the number of shares of EdgeMark subject to options
outstanding on the date of the Merger (a table of the current outstanding
options is attached as Schedule A) multiplied by the Conversion Ratio
pursuant to the Agreement and Plan of Merger, subject to adjustment as
provided in Section 11 of the Plan. Such shares shall be authorized shares
and may be either unissued or treasury shares.
4. Administration by Committee.
(a) The Plan shall be administered by a committee (the
"Committee") consisting of the members of the Personnel Committee
of the Board of Directors of Old Kent (the "Board") or,
alternatively, at the discretion of the Board, the Board may
appoint a stock option plan committee consisting of not less than
two nor more than five members to administer the Plan. All
Committee members shall be disinterested directors qualified to
serve pursuant to Rule 16b-3 under Section 16 of the Securities
Exchange Act of 1934 as amended and in effect from time to time.
(b) The Committee shall have full power and authority to
interpret the provisions of the Plan and to supervise the
administration of the Plan. All determinations made by the
Committee regarding the Plan shall be final and conclusive.
Options may be amended by the Committee consistent with the Plan,
provided that no such amendment may become effective without the
consent of a participant unless such amendment operates solely to
the participant's benefit.
(c) Subject to the terms of the Option Agreements,
permitting delivery or withholding of Common Stock to satisfy tax
withholding obligations pursuant to this Plan shall be entirely
within the discretion of the Committee.
(d) The expenses of administering this Plan shall be borne
by Old Kent. The Committee shall hold its meetings at such times
and places as it deems advisable. Action may be taken by a
written instrument signed by all of the members of the Committee,
and any action so taken shall be as fully effective as if it had
been taken at a meeting duly called and held. The Committee
shall make such rules and regulations for the conduct of its
business as it deems advisable. The members of the Committee
shall be paid normal committee fees.
5. Eligibility. The existing optionholders of options for stock in
EdgeMark shall be the only recipients of Options under this Plan. Upon
consummation of the Merger, existing options for EdgeMark shares, as
amended, shall automatically become Options for Common Stock under this
Plan, and the Merger shall not be deemed a change in control causing the
Options to be no longer exercisable.
6. Number of Shares and Option Price. The number of shares of
Common Stock that may be acquired by each participant is equal to the
number, rounded down to the next whole number, determined by multiplying
the Conversion Ratio (pursuant to the Agreement and Plan of Merger) by the
number of shares of EdgeMark that the participant was entitled to acquire
under his or her option. The price per share ("Option Price") shall be
equal to the price, rounded to two decimal places, determined by dividing
the aggregate option price for all of the shares subject to the existing
option for EdgeMark shares by the number of shares of Common Stock of Old
Kent that may be acquired.
7. Terms and Conditions of Options. Each Option is a "Nonqualified"
option, that is not qualified as an incentive stock option under
Section 422 of the Internal Revenue Code, and shall be evidenced by the
written option agreement in effect at the date of Merger, as amended (the
"Option Agreement"), and the following terms and conditions:
(a) Number of Shares. Each Optionholder shall be notified
following the Merger of the revised number of shares and Option
Price as determined under Section 6.
(b) Time of Payment. The Option Price for each share
purchased pursuant to an Option granted under the Plan shall be
-2-
payable in full upon exercise, through the form of payment
provided for in Section 7(c) or, where applicable, Section 7(d).
(c) Payment With Cash. The Option Price shall be paid in
cash as further described in Section 7(f), unless otherwise
provided for in Section 7(d).
(d) Payment With Stock or Other Consideration. When
permitted by the Option Agreement, shares of Common Stock
delivered in payment of the Option Price shall be valued at their
Market Value. For purposes of this Plan, "Market Value" shall
mean the last sale price of the Common Stock as reported on the
NASDAQ National Market System on the day preceding the date of
exercise, or, if the last sale price of shares of Common Stock is
not so reported on that date, then at a fair market value
determined by the Committee by any reasonable method selected by
it in good faith. Old Kent may make appropriate arrangements
with a broker or other institution to receive sale or loan
proceeds in the amount of the exercise price upon delivery of an
appropriate irrevocable exercise notice and instructions to
promptly deliver the sale or loan proceeds to Old Kent. The
delivery of such notice and instructions shall be deemed
conditional payment of the purchase price authorizing delivery of
the shares by Old Kent.
(e) Duration and Limits on Exercise of Options. Each Option
shall be exercisable in whole or in part in such amounts and at
or after such dates or upon such conditions as may be specified
in the Option Agreement. Unless otherwise provided in the Option
Agreement, an Option shall be deemed outstanding until it either
expires or is exercised in full. No Option may be exercised for
a fractional share of Common Stock.
(f) Manner of Exercise of Options. Options shall be
exercised by the delivery of written notice to Old Kent setting
forth the number of shares of Common Stock with respect to which
the Option is to be exercised, together with cash in an amount
equal to the Option Price of such shares of Common Stock, or if
the terms of the Option Agreement permit, by exchanging shares of
Common Stock owned by the participant, so long as the exchanged
shares of Common Stock plus cash paid, if any, have a total
Market Value equal to the Option Price for the shares of Common
Stock to be acquired upon exercise of the Option. The written
notice will also specify the address to which the certificates
for the shares are to be mailed. Whenever an Option is exercised
by exchanging shares of Common Stock owned by the participant,
the participant shall deliver to Old Kent certificates registered
in the name of such participant representing a number of shares
of Common Stock legally and beneficially owned by such
participant, free of all liens, claims, and encumbrances of every
kind, accompanied by stock powers duly endorsed in blank by the
record holder of the shares represented by such certificates.
-3-
Such notices, certificates, and stock powers may be delivered in
person to the Secretary of Old Kent or his designee, or may be
sent by registered mail, return receipt requested, to such
officer of Old Kent, in which case delivery shall be deemed made
on the date such notice is deposited in the mail. As promptly as
practicable after receipt of such written notification and
payment, Old Kent shall deliver to the participant certificates
for the number of shares of Common Stock with respect to which
such Option has been so exercised, issued in the participant's
name; provided, that such delivery shall be deemed effected for
all purposes when a stock transfer agent of Old Kent shall have
deposited such certificates in the United States mail, addressed
to the participant, at the address specified pursuant to this
Section 7(f).
(g) Committee Discretion. An Option Agreement need not
contain provisions identical to or similar to other Option
Agreements. The Committee may, in its discretion, vary among
participants and among Options granted to the same participant
any and all of the terms and conditions of Options granted under
the Plan.
8. No Rights as Shareholder. A participant shall have none of the
rights of a shareholder of Old Kent until shares of Common Stock are issued
to him, and no adjustment will be made for dividends or other rights for
which the record date is prior to the date such stock certificate is
issued.
9. Transferability of Shares. To assure compliance with applicable
federal and state securities laws, Old Kent may legend any certificate
representing shares issued pursuant to the exercise of an Option with an
appropriate restrictive legend, and may also issue appropriate stop
transfer instructions to its transfer agent with respect to such shares.
10. Termination of Employment.
(a) If a participant is no longer employed by Old Kent or
any of its subsidiaries, for any reason, the participant or his
or her successor in interest may exercise his or her Options, if
at all, only in accordance with their terms. For purposes of the
Plan, the following shall not be deemed a termination of
employment: (i) a transfer of an employee from Old Kent to any
subsidiary; (ii) a leave of absence, duly authorized in writing
by Old Kent, for military service or for any other purpose
approved by Old Kent if the period of such leave does not exceed
90 days; and (iii) a leave of absence in excess of 90 days, duly
authorized in writing by Old Kent, provided the employee's right
to reemployment is guaranteed either by statute or contract.
-4-
(b) Nothing in the Plan or in any Option Agreement shall
interfere with or limit in any way the right of Old Kent or any
of its subsidiaries to terminate a participant's employment at
any time, nor confer upon any participant any right to continue
in the employ of Old Kent or any subsidiary.
11. Changes in Old Kent's Capital Structure.
(a) No Effect on Corporate or Shareholder Action. The
existence of outstanding Options shall not affect in any way the
right or power of Old Kent or its shareholders to make or
authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in Old Kent's capital structure
or its business, or any merger or consolidation of Old Kent, or
any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of Old Kent, or any
sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding, whether of a similar
character or otherwise.
(b) Uncompensated Change in Capital Structure. If Old Kent
shall effect a subdivision or consolidation of shares or other
capital readjustment, the payment of a stock dividend, the
distribution of a stock split, or other increase or reduction in
the number of shares of the Common Stock outstanding, without
receiving compensation therefor in money, services, or property,
then both of the following modifications shall be made:
(i) the number, class, and per share Option Price of
shares of Common Stock subject to outstanding Options shall
be appropriately adjusted. After adjustment, the participant
shall be entitled to receive upon exercise of an Option for
the same aggregate cash consideration, the same total number
and class of shares as the participant would have received
upon the adjustment, assuming exercise of the Option in full
immediately prior to the event requiring the adjustment;
(ii) the number and class of shares then authorized and
reserved for issuance under the Plan shall be adjusted by
substituting for the total number and class of shares of
Common Stock then authorized and reserved that number and
class of shares of Common Stock that would have been
received by the owner of an equal number of outstanding
shares of each class of Common Stock as the result of the
event requiring the adjustment.
(c) Merger Where Old Kent Survives. After a merger of one
or more corporations into Old Kent, or after a consolidation of
Old Kent and one or more corporations in which Old Kent shall be
the surviving corporation, each holder of an outstanding Option
-5-
shall be entitled upon exercise of such Option to receive the
number and class of shares of stock, or other property to which
such holder would have been entitled pursuant to the terms of the
agreement of merger or consolidation if, immediately prior to
such merger or consolidation, such holder had been the holder of
record of the number and class of shares of Common Stock equal to
the number and class of shares as to which such Option shall be
so exercised. This entitlement shall be at no additional cost to
the participant. Modifications under this subsection (c) may be
subject to required action by shareholders. The stock or other
property to which the participant is entitled under this
subsection (c) shall be in lieu of the number and class of shares
as to which such Option would have been so exercisable in the
absence of such triggering event.
(d) Merger Where Old Kent Does Not Survive. If Old Kent is
merged into or consolidated with another corporation under
circumstances where Old Kent is not the surviving corporation, or
if Old Kent is liquidated, or sells or otherwise disposes of
substantially all of its assets to another corporation while
unexercised Options remain outstanding under the Plan:
(i) subject to the provisions of clause (iii) below,
after the effective date of such merger, consolidation,
liquidation, or sale, as the case may be, each holder of an
outstanding Option shall be entitled, upon exercise of such
Option, to receive, in lieu of shares of the Common Stock,
shares of such stock or other property as the holders of
shares of such class of Common Stock received pursuant to
the terms of the merger, consolidation, liquidation, or
sale;
(ii) the Board may waive any limitations so that all
Options, from and after a date prior to the effective date
of such merger, consolidation, liquidation, or sale, as the
case may be, specified by the Board, shall be exercisable in
full; and
(iii) unless the terms of the Option Agreements provide
otherwise, all outstanding Options may be canceled by the
Board as of the effective date of any such merger,
consolidation, liquidation, or sale provided that notice of
such cancellation shall be given to each holder of an Option
at least 10 days prior to the effective date of the merger.
(e) No Adjustment. Except as expressly provided, the issue
by Old Kent of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or
property, or for labor or services either upon direct sale or
upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of Old Kent convertible
into such shares or other securities, shall not affect, and no
-6-
adjustment by reason thereof shall be made with respect to, the
number, class, or Option Price of shares of Common Stock then
subject to outstanding Options.
12. Tax Withholding. Old Kent or a subsidiary shall make such
provisions as it deems appropriate for the withholding of any taxes
determined to be required to be withheld in connection with the grant or
exercise of Options. As a condition to the issuance of shares of Common
Stock pursuant to the Plan, a participant must authorize Old Kent to
withhold in accordance with applicable law from any regular cash
compensation payable to him any taxes required to be withheld by Old Kent
under federal, state, or local law as a result of his exercise of an Option
under the Plan. Alternatively, the delivery of certificates upon the
exercise of Options may, in the discretion of the Committee, be conditioned
upon payment to Old Kent by the person exercising such Option of the
amount, determined by Old Kent, of any withholding tax liability of Old
Kent resulting from such exercise. Such provision may include, with the
Committee's consent, withholding of or delivery of shares of Common Stock
valued at the same time and in the same manner as the shares giving rise to
the withholding obligation.
13. Indemnification. Each person who is or shall have been a member
of the Committee shall be indemnified and held harmless by Old Kent from
and against any cost, liability, or expense imposed or incurred in
connection with such person's or the Committee's taking or failing to take
any action under the Plan to the full extent permitted by Old Kent's
Articles of Incorporation and Bylaws. Each such person shall be justified
in relying on information furnished in connection with the Plan's
administration by any appropriate person or persons. This right of
indemnification shall inure to the benefit of the heirs, executors, or
administrators of each such member of the Committee and shall be in
addition to all other rights to which such member of the Committee may be
entitled as a matter of law, contract, or otherwise.
14. Effective Date of Plan. This Plan shall take effect as of the
consummation of the Merger.
15. Amendment. The Board may terminate or suspend the Plan at any
time, or may from time to time amend the Plan as it deems proper and in the
best interests of Old Kent, provided that without shareholder approval no
such amendment may materially increase either the benefits to participants
under the Plan or the number of shares that may be issued under the Plan,
materially modify the eligibility requirements, or reduce the Option Price
(except pursuant to adjustments under Section 11), or without the consent
of the participant may such amendment impair any outstanding Option except
according to the terms of the Option.
-7-
Schedule A
EDGEMARK FINANCIAL CORPORATION
<TABLE>
SUMMARY OF OUTSTANDING STOCK OPTIONS
<CAPTION>
HOLDER DOCUMENT GRANTED ON TYPE SHARES PRICE PER SHARE
<S> <C> <C> <C> <C> <C>
Charles A. Agreement
Bruning 8/7/87 12/31/88 Nonqualified 27,139 $13.79
Charles A. Agreement
Bruning 8/18/88 12/31/88 Nonqualified 60,000 $22.00
Charles A. Agreement
Bruning 5/18/89 5/18/89 Nonqualified 3,663 $22.00
Frank P. Letter
Novel 5/31/90 5/17/90 Nonqualified 3,000 $26.00
Edward J. Letter
Kollmann 5/31/90 5/17/90 Nonqualified 3,000 $26.00
Jean E. Letter
Marshall 5/31/90 5/17/90 Nonqualified 3,000 $26.00
Xiomara C. Letter
Metcalfe 5/31/90 5/17/90 Nonqualified 1,000 $26.00
Robin A. Letter
Slas 5/31/90 5/17/90 Nonqualified 2,000 $26.00
Michael C. Letter
Braun 6/22/93 8/19/93 Nonqualified 15,000 $20.00
TOTALS 117,802
</TABLE>
EXHIBIT 5
OPINION OF COUNSEL
April 29, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Old Kent Financial Corporation
1994 Stock Option Plan for EdgeMark Optionholders
Dear Ladies and Gentlemen:
As counsel for Old Kent Financial Corporation, a Michigan
corporation (hereinafter called "Old Kent"), we have examined and are
familiar with Old Kent's Restated Articles of Incorporation, Bylaws, and
other corporate records and documents and have made such further
examination as we have deemed necessary or advisable in order to enable us
to render this opinion.
Based upon the foregoing, we are of the opinion that the 154,529
shares of Old Kent Common Stock being registered on Form S-8 under the
Securities Act of 1933, as amended, are authorized shares of Common Stock,
and such shares, when issued and delivered pursuant to the Old Kent
Financial Corporation 1994 Stock Option Plan for EdgeMark Optionholders
(the "Plan"), will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion and consent as an
exhibit to the Registration Statement on Form S-8 covering the Common Stock
to be issued pursuant to the Plan.
WARNER, NORCROSS & JUDD
By /s/ Gordon R. Lewis
A Partner
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 18, 1994, included in Old Kent Financial Corporation's Form
10-K for the year ended December 31, 1993, and to all references to our
firm included in this Registration Statement.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & COMPANY
Chicago, Illinois
April 28, 1994
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ John M. Bissell
John M. Bissell
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ John D. Boyles
John D. Boyles
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ John C. Canepa
John C. Canepa
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ Earl D. Holton
Earl D. Holton
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ John P. Keller
John P. Keller
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ Jerry K. Myers
Jerry K. Myers
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ William U. Parfet
William U. Parfet
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/Percy A. Pierre
Percy A. Pierre
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ Robert L. Sadler
Robert L. Sadler
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ Peter F. Secchia
Peter F. Secchia
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ B. P. Sherwood, III
B. P. Sherwood, III
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ David J. Wagner
David J. Wagner
1994 Stock Option Plan
for EdgeMark Optionholders
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for the 1994 Stock Option Plan for EdgeMark
Optionholders, all pre-effective and post-effective amendments to this
registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the
Securities and Exchange Commission. Each of the attorneys shall have the
power and authority to do and perform in the name and on behalf of the
undersigned, in all capacities, every act required or necessary to be done
as fully and to all intents and purposes as the undersigned might or could
do in person, and the undersigned hereby ratifies and approves the acts of
the attorneys and each of them.
Date Signature
April 18, 1994 /s/ Richard W. Wroten
Richard W. Wroten
Officer
