OLD KENT FINANCIAL CORP /MI/
S-4 POS, 1995-07-24
STATE COMMERCIAL BANKS
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  As filed with the Securities and Exchange Commission on July    , 1995

                                                  Registration No. 33-56393


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                      POST-EFFECTIVE AMENDMENT NO. 1
                                TO FORM S-4
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                      OLD KENT FINANCIAL CORPORATION
          (Exact Name of Registrant as Specified in its Charter)

           Michigan                    6711                 38-1986608
(State or Other Jurisdiction    (Primary Standard          (IRS Employer
    of Incorporation or      Industrial Classification   Identification No.)
        Organization)              Code Number)

                           One Vandenberg Center
                       Grand Rapids, Michigan 49503
                              (616) 774-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

                             Richard W. Wroten
                      Old Kent Financial Corporation
                           One Vandenberg Center
                       Grand Rapids, Michigan 49503
                              (616) 774-5000
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)

         It is requested that copies of communications be sent to:

                              Gordon R. Lewis
                        Warner Norcross & Judd LLP
                           900 Old Kent Building
                           111 Lyon Street, N.W.
                     Grand Rapids, Michigan 49503-2489
                              (616) 752-2752

          Removing from registration 467,558 shares of the 3,103,779 shares
of the Registrant's Common Stock, $1 par value per share, originally
registered.

          This Post-Effective Amendment No. 1 to the Registration Statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(c) of the Securities Act of 1933, may determine.
                                                                           

                  REMOVAL OF SECURITIES FROM REGISTRATION


          The Registrant hereby amends Registration Statement No. 33-56393
on Form S-4 to remove from registration 467,558 shares (the "Deregistered
Shares") of Old Kent Financial Corporation Common Stock, $1 par value per
share.  The Registrant registered the Deregistered Shares for purposes of
the transaction described in the Registration Statement, but did not issue
the Deregistered Shares pursuant to the transaction.









































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                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Grand
Rapids, State of Michigan, on July 24, 1995.


                                   OLD KENT FINANCIAL CORPORATION
                                   (Registrant)


                                   By  s/Richard W. Wroten
                                       Richard W. Wroten
                                       Executive Vice President and
                                         Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


July 24, 1995                      *s/John M. Bissell
                                    John M. Bissell
                                    Director


July 24, 1995                      *s/John D. Boyles
                                    John D. Boyles
                                    Director


July 24, 1995                      *s/John C. Canepa
                                    John C. Canepa
                                    Chairman of the Board 
                                      and Director


July 24, 1995                      *s/Richard M. DeVos, Jr.
                                    Richard M. DeVos, Jr.
                                    Director


July   , 1995                       James P. Hackett
                                    Director





                       -3-
July   , 1995                       Erina Hanka
                                    Director


July 24, 1995                      *s/Earl D. Holton
                                    Earl D. Holton
                                    Director


July 24, 1995                      *s/Michael J. Jandernoa
                                    Michael J. Jandernoa
                                    Director


July 24, 1995                      *s/John P. Keller
                                    John P. Keller
                                    Director


July 24, 1995                      *s/William U. Parfet
                                    William U. Parfet
                                    Director


July 24, 1995                      *s/Percy A. Pierre
                                    Percy A. Pierre
                                    Director


July 24, 1995                      *s/Robert L. Sadler
                                    Robert L. Sadler
                                    Vice Chairman of the Board and
                                      Director


July 24, 1995                      *s/Peter F. Secchia
                                    Peter F. Secchia
                                    Director


July 24, 1995                      *s/B. P. Sherwood, III
                                    B. P. Sherwood, III
                                    Vice Chairman of the Board,
                                      Treasurer, and Director







                       -4-
July 24, 1995                      *s/David J. Wagner
                                    David J. Wagner
                                    President, Chief Executive
                                      Officer, and Director
                                      (Principal Executive Officer)


July 24, 1995                      s/Richard W. Wroten
                                   Richard W. Wroten
                                   Executive Vice President and Chief
                                     Financial Officer (Principal
                                     Financial and Accounting Officer)


July 24, 1995                      *s/Richard W. Wroten
                                    Richard W. Wroten
                                    Attorney-in-Fact
                                    (pursuant to Powers of Attorney
                                     that were previously filed)
































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