<PAGE>
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 8, 1995.
$100,000,000
LOGO
Old Kent Financial Corporation
6 5/8% Subordinated Notes due November 15, 2005
Interest payable May 15 and November 15
------------
The 6 5/8% Subordinated Notes due November 15, 2005 (the "Notes") are being
offered by Old Kent Financial Corporation (the "Company"). The Notes will
not be subject to redemption or repayment prior to maturity and will not
be subject to any sinking fund. The Notes will be issuable and
transferable only in fully registered form in denominations of $1,000
and integral multiples thereof.
The Notes will be unsecured and will be subordinated to all present and
future Senior Indebtedness of the Company as described herein and in the
accompanying Prospectus. Payment of principal of the Notes may be
accelerated only in case of certain events of bankruptcy,
insolvency or reorganization of the Company or any Principal
Constituent Bank (as defined in the accompanying Prospectus).
There will be no right of acceleration upon a default in
the performance of any covenant of the Company,
including the failure to pay the principal of or
interest on the Notes. See "Subordinated
Securities--Events of Default" in the
accompanying Prospectus.
The Notes will be issued in book-entry form and represented by a single
global Note (the "Global Note") registered in the name of The Depository
Trust Company, as depositary (the "Depository"), or its nominee.
Beneficial interests in the Global Note will be shown on, and transfers
thereof will be effected only through, records maintained by the
Depository and its participants. Except under the limited
circumstances described in this Prospectus Supplement, Notes will
not be issuable in certificated form. Settlement for the Notes
will be made in immediately available funds. The Notes will
trade in the Depository's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in
the Notes will therefore settle in immediately
available funds. See "Description of Notes--Book-
Entry System" and "Description of Notes--Same-Day
Settlement and Payment".
------------
THE NOTES ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY
BANK OR NON-BANK SUBSIDIARY OF THE COMPANY AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR
ANY OTHER GOVERNMENT AGENCY.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRE-SENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions Company(1)(2)
----------- ------------- -------------
<S> <C> <C> <C>
Per Note................................ 99.452% 0.65% 98.802%
Total................................... $99,452,000 $650,000 $98,802,000
</TABLE>
(1)Plus accrued interest, if any, from November 16, 1995.
(2)Before deducting expenses payable by the Company estimated at $300,000.
------------
The Notes are offered by the several Underwriters when, as and if issued by
the Company, delivered to and accepted by the Underwriters and subject to
their right to reject orders in whole or in part. It is expected that delivery
of the Global Note will be made through the facilities of the Depository on or
about November 16, 1995 against payment in immediately available funds.
CS First Boston
Donaldson, Lufkin & Jenrette
Securities Corporation
Keefe, Bruyette & Woods, Inc.
The date of this Prospectus Supplement is November 8, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
IT IS EXPECTED THAT DELIVERY OF THE NOTES WILL BE MADE AGAINST PAYMENT
THEREFORE ON OR ABOUT THE DATE SPECIFIED IN THE LAST PARAGRAPH OF THE COVER
PAGE OF THIS PROSPECTUS SUPPLEMENT, WHICH IS THE SIXTH BUSINESS DAY FOLLOWING
THE DATE HEREOF (SUCH SETTLEMENT CYCLE BEING HEREIN REFERRED TO AS "T+6").
PURCHASERS OF THE NOTES SHOULD NOTE THAT TRADING OF THE NOTES ON THE DATE
HEREOF AND THE NEXT TWO SUCCEEDING BUSINESS DAYS MAY BE AFFECTED BY THE T+6
SETTLEMENT. SEE "UNDERWRITING".
RECENT DEVELOPMENTS
THIRD QUARTER FINANCIAL RESULTS
For the quarter ended September 30, 1995, the Company's net income per share
of common stock was $.84. This is an increase of 3.7% over $.81 of per share
earnings for the same period last year. Net income was $38.3 million for the
third quarter of 1995, or 3.7% more than $37.0 million of net income for the
same 1994 period. Return on average shareholders' equity was 15.53% for the
third quarter of 1995 compared to 16.52% for the comparable period in 1994.
Return on average total assets was 1.31% for the quarter ended September 30,
1995 in comparison to 1.36% for the same period last year.
The Company's operating results for the third quarter of 1995 were favorably
influenced by continued loan demand and deposit growth, good credit quality,
increased non-interest revenues, and the reduction in insurance premiums paid
to the Federal Deposit Insurance Corporation. The Company continues to focus
on revenue growth opportunities as well as expense management. During the
third quarter of 1995, the Company recognized some large costs in connection
with its various profitability improvement programs. The Company expects these
programs to provide operating benefits beginning in 1996.
For the nine months ended September 30, 1995, net income per share of common
stock was $2.42, a 3% increase over the $2.35 of per share earnings for the
same 1994 period. Net income for the nine month period ended September 30,
1995 was $110.4 million, up 3.5% over net income of $106.7 million for the
first nine months of 1994. Return on average equity was 15.53% for the first
nine months of 1995 compared to 16.16% for the same period last year. Returns
on average total assets were 1.27% and 1.34% for the nine months ended
September 30, 1995 and 1994, respectively.
At September 30, 1995, the Company had total assets of $11.8 billion and
total equity of $999 million.
ACQUISITIONS
The Company has entered into an Agreement and Plan of Merger dated as of
October 12, 1995 (the "Plan of Merger") with Republic Mortgage Corp., a Utah
corporation ("Republic"), certain shareholders of Republic, and an inactive
subsidiary of the Company. Under the Plan of Merger, the Company has agreed to
acquire all of the issued and outstanding capital stock of Republic in
exchange for 220,588 shares of common stock of the Company, subject to certain
adjustments described in the Plan of Merger. Republic is a Utah based mortgage
company operating from approximately 15 offices in Utah, Idaho and Nevada. The
transaction is expected to close at the end of December 1995 and is subject to
satisfaction of customary conditions, including regulatory and Republic
shareholder approvals.
S-2
<PAGE>
The Company has entered into an Agreement to Merge dated as of September 20,
1995 with shareholders holding a majority of the voting stock of Guyot-
Anderson-Hickes & Associates, a Michigan corporation ("GHA"). GHA is a
privately held insurance agency headquartered in Traverse City, Michigan.
Under the Agreement to Merge, the Company has agreed to acquire, through an
indirect inactive subsidiary of the Company, all of GHA's outstanding capital
stock in exchange for shares of common stock of the Company. The Company
anticipates exchanging approximately 198,807 shares of its common stock for
the GHA shares. The transaction is expected to close during the fourth quarter
of 1995 and is subject to satisfaction of customary conditions.
DISPOSITIONS
On September 28, 1995, the Company entered into a Stock Purchase Agreement
to sell its indirect, wholly owned subsidiary, First National Bank of
Lockport, to Heritgage Financial Services, Inc., Tinley Park, Illinois, First
National Bank of Lockport had total assets of $107 million at June 30, 1995.
First National Bank of Lockport has one banking office located southwest of
Chicago in Lockport, Illinois. The sale of this bank is consistent with the
Company's strategy to focus business development efforts and its branch
network in the metropolitan Chicago area. The sale is expected to be completed
in the first quarter of 1996.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be added to the general
funds of the Company and will be available for general corporate purposes,
including investments in or advances to existing or future subsidiaries.
S-3
<PAGE>
SUMMARY FINANCIAL DATA
The following summary financial data at and for each of the years ended
December 31, 1994, 1993 and 1992 have been derived from the Company's audited
financial statements. In addition, the following summary financial data at and
for the nine months ended September 30, 1995 and 1994 have been derived from
the Company's unaudited quarterly financial statements and includes, in the
opinion of the Company's management, all adjustments consisting of normal
recurring entries, necessary for a fair presentation of the Company's results
of operations and financial condition. Such summaries are qualified in their
entirety by the detailed information and financial statements included in the
documents incorporated by reference herein and in the accompanying Prospectus.
See "Incorporation of Certain Documents by Reference" in the accompanying
Prospectus.
<TABLE>
<CAPTION>
AT OR FOR THE
NINE MONTHS AT OR FOR THE YEAR
ENDED ENDED
SEPTEMBER 30, DECEMBER 31,
---------------- -------------------------
1995 1994(a) 1994(a) 1993(a) 1992(a)
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
SUMMARY INCOME STATEMENTS
(in millions except per share
amounts*)
Interest income.............. $ 679 $ 552 $ 759 $ 692 $ 720
Interest expense............. 322 214 303 264 316
Net interest income.......... 357 338 456 428 404
Provision for credit losses.. 17 16 23 35 59
Net interest income after
provisions for credit
losses...................... 340 322 433 393 345
Noninterest income........... 137 117 156 151 132
Noninterest expense.......... 311 279 383 346 310
Income before income taxes... 166 160 206 198 167
Applicable income taxes...... 56 53 69 67 53
Net income................... 110 107 137 131 114
Net income per common share.. 2.42 2.35 3.02 2.90 2.57
Cash dividends per common
share....................... .90 .83 1.12 1.02 .86
SELECTED PERIOD-END BALANCES
(in millions)
Total assets................. $11,796 $11,086 $11,478 $10,340 $9,152
Total loans and mortgages
held-for-sale............... 7,490 6,722 7,045 5,820 5,225
Investment securities........ 3,312 3,373 3,551 3,693 3,153
Earning assets............... 10,927 10,336 10,691 9,662 8,464
Deposits..................... 9,343 9,147 9,429 8,411 7,664
Term borrowings.............. 1,252 925 1,011 961 653
Shareholders' equity......... 999 897 896 850 756
SELECTED FINANCIAL RATIOS
Return on average equity..... 15.53% 16.16% 15.50% 16.37% 16.06%
Return on average assets..... 1.27 1.34 1.27 1.35 1.24
Net interest margin.......... 4.47 4.65 4.63 4.82 4.81
Allowance for credit losses
to period-end loans and
mortgages held-for-sale..... 2.35 2.48 2.37 2.50 2.40
Nonperforming assets as a
percentage of period-end
loans (net of unearned
income) plus foreclosed real
estate and other assets..... .68 1.03 1.06 1.35 1.76
Net charge-offs to average
loans (net of unearned
income)..................... .12 .09 .16 .33 .47
Average equity to average
assets...................... 8.15 8.29 8.22 8.25 7.75
Ratio of earnings to fixed
charges (excluding interest
on deposits)................ 4.17 6.11 6.32 9.96 7.70
Ratio of earnings to fixed
charges (including interest
on deposits)................ 1.52 1.75 1.68 1.75 1.53
</TABLE>
- --------
(*) Share data has been adjusted for a 5% stock dividend paid in August, 1995.
(a) 1994, 1993 and 1992 data have been restated to include First National Bank
Corp., acquired February 1, 1995, in a "pooling-of-interests" transaction.
S-4
<PAGE>
DESCRIPTION OF NOTES
GENERAL
The Notes will constitute a separate series of Subordinated Securities. The
following is a brief description of the terms of the Notes. This description
does not purport to be complete, should be read in conjunction with the
statements under "Description of Debt Securities" and "Subordinated
Securities" in the accompanying Prospectus and is subject to and qualified in
its entirety by such description and the Subordinated Indenture, dated as of
November 1, 1995 (the "Indenture"), between the Company and Bankers Trust
Company, as Trustee (the "Trustee"). Capitalized terms not defined herein
shall have the meanings specified in the accompanying Prospectus.
The Notes will be issuable and transferable only in fully registered form,
without coupons, in denominations of $1,000 and any integral multiple thereof.
The Notes will be issued in book-entry form and represented by a single Global
Note registered in the name of the Depository or its nominee, as the case may
be, and payment of the principal of and interest on the Notes will be made in
immediately available funds to the Depository or its nominee, as the case may
be, as the Holder thereof. See "Book-Entry System" and "Same-Day Settlement
and Payment" below.
The Notes will mature on November 15, 2005, and are limited to $100,000,000
aggregate principal amount. The Notes will not be subject to redemption or
repayment prior to maturity and will not be subject to any sinking fund.
The Notes will bear interest from November 16, 1995 or the most recent
Interest Payment Date (as defined below) to which interest has been paid or
duly provided for, as the case may be, at the rate of 6 5/8% per annum.
Interest will be payable semiannually in arrears on May 15 and November 15 of
each year during the term of the Notes (each, an "Interest Payment Date"),
commencing May 15, 1996, to the persons in whose name the Notes are registered
at the close of business on the May 1 or November 1, as the case may be,
immediately preceding the applicable Interest Payment Date.
The Notes will be unsecured and subordinated in right of payment to the
prior payment in full of all present and future Senior Indebtedness of the
Company as described under the captions "Description of Debt Securities" and
"Subordinated Securities" in the accompanying Prospectus. As of September 30,
1995, the Company had outstanding approximately $1.3 billion of Senior
Indebtedness. The Indenture does not place any limit on the Company's ability
to issue Senior Indebtedness in the future.
Payment of principal of the Notes may be accelerated only in the case of
certain events of bankruptcy, insolvency or reorganization of the Company or
any Principal Constituent Bank. There will be no right of acceleration upon a
default in the performance of any covenant of the Company, including the
failure to pay the principal of or interest on the Notes. See "Subordinated
Securities--Events of Default" in the accompanying Prospectus.
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of a single Global Note which will be
deposited with, or on behalf of, the Depository and registered in the name of
the Depository or its nominee. Except as set forth below, the Global Note may
not be transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor of the Depository or a nominee of such successor.
So long as the Depository or its nominee is the registered owner of the
Global Note, the Depository or its nominee, as the case may be, will be
considered the sole Holder of the Notes represented by such Global Note for
all purposes under the Indenture. Except as provided below, owners of
beneficial interests in the Global Note
S-5
<PAGE>
will not be entitled to have Notes registered in their names, will not receive
or be entitled to receive physical delivery of Notes in certificated form and
will not be considered the registered owners or Holders thereof under the
Indenture.
If (i) the Depository is at any time unwilling or unable to continue as
depositary or if any time the Depository ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and a
successor depositary is not appointed by the Company within 60 days, (ii) an
Event of Default under the Indenture with respect to the Notes has occurred
and is continuing or (iii) the Company, in its sole discretion, determines at
any time that the Notes shall no longer be represented by the Global Note, the
Company will issue individual Notes in certificated form in exchange for the
Global Note. In any such instance, an owner of a beneficial interest in the
Global Note will be entitled to physical delivery of individual Notes in
certificated form of like tenor, equal in principal amount to such beneficial
interest and to have such Notes in certificated form registered in its name.
Notes so issued in certificated form will be issued only in fully registered
form, without coupons, in denominations of $1,000 or any integral multiple
thereof.
The following is based on information furnished by the Depository:
The Depository will act as securities depository for the Notes. The Notes
will be issued as fully registered securities registered in the name of
Cede & Co. (the Depository's partnership nominee). One fully registered
Note certificate is issued with respect to each $200 million of principal
amount of Notes.
The Depository is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended. The Depository
holds securities that its participants ("Participants") deposit with the
Depository. The Depository also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement
of securities certificates. Direct Participants include securities brokers
and dealers, banks, trust companies, clearing corporations and certain
other organizations ("Direct Participants"). The Depository is owned by a
number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the Depository system is also available
to others such as securities brokers and dealers, banks and trust companies
that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The
rules applicable to the Depository and its Participants are on file with
the Securities and Exchange Commission.
Purchases of Notes under the Depository system must be made by or through
Direct Participants, which will receive a credit for the Notes on the
Depository's records. The ownership interest of each actual purchaser of
each Note ("Beneficial Owner") is in turn recorded on the Direct and
Indirect Participants' records. A Beneficial Owner does not receive written
confirmation from the Depository of its purchase, but such Beneficial Owner
is expected to receive a written confirmation providing details of the
transaction, as well as periodic statements of its holdings, from the
Direct or Indirect Participant through which such Beneficial Owner entered
into the transaction. Transfers of ownership interests in Notes are
accomplished by entries made on the books of Participants acting on behalf
of Beneficial Owners. Beneficial Owners do not receive certificates
representing their ownership interests in Notes, except in the event that
use of the book-entry system for the Notes is discontinued.
To facilitate subsequent transfers, the Notes are registered in the name
of the Depository's partnership nominee, Cede & Co. The deposit of the
Notes with the Depository and their registration in the name of Cede & Co.
effects no change in beneficial ownership. The Depository has no knowledge
of the actual Beneficial owners of the Notes; the Depository's records
reflect only the identity of the Direct Participants
S-6
<PAGE>
to whose accounts Notes are credited, which may or may not be the
Beneficial Owners. The Participants remain responsible for keeping account
of their holdings on behalf of their customers.
Delivery of notices and other communications by the Depository to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct and Indirect Participants to Beneficial Owners are governed by
arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
If applicable, redemption notices shall be sent to Cede & Co. If less
than all of the securities are to be redeemed, the Depository's practice is
to determine by lot the amount of the interest of each Direct Participant
to be redeemed.
Neither the Depository nor Cede & Co. will consent or vote with respect
to the Notes. Under its usual procedures, the Depository mails a proxy (an
"Omnibus Proxy") to the issuer as soon as possible after the record date.
The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those
Direct Participants to whose accounts the Notes are credited on the record
date (identified on a list attached to the Omnibus Proxy).
Principal and interest payments on the Notes will be made by the Company
to the Trustee and from the Trustee to the Depository. The Depository's
practice is to credit Direct Participant's accounts on the payable date in
accordance with their respective holdings as shown on the Depository's
records unless the Depository has reason to believe that it will not
receive payment on the payable date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers in bearer
form or registered in "street name", and will be the responsibility of such
Participant and not of the Depository, the Trustee or the Company subject
to any statutory or regulatory requirements as may be in effect from time
to time. Payment of principal and interest to the Depository is the
responsibility of the Company or the Trustee, disbursement of such payments
to Direct Participants is the responsibility of the Depository, and
disbursement of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
The Depository may discontinue providing its services as securities
depository with respect to the Notes at any time by giving reasonable
notice to the Company or the Trustee. Under such circumstances, in the
event that a successor securities depository is not appointed, Note
certificates are required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through the Depository (or a successor securities depository). In
that event, Note certificates will be printed and delivered.
None of the Company, the Underwriters or the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in the Global Note, or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest in respect of the
Notes will be made by the Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing house or next-day funds. In contrast, the Notes
will trade in the Depository's Same-Day Funds Settlement System until
maturity, as the case may be, or if and until the Notes are issued in
certificated form, and secondary market trading activity in the Notes will
therefore be required by the Depository to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in the Notes.
S-7
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in a purchase agreement and
related terms agreement (collectively, the "Underwriting Agreement") among the
Company and CS First Boston Corporation, Donaldson, Lufkin & Jenrette
Securities Corporation and Keefe, Bruyette & Woods, Inc. (the "Underwriters"),
the Company has agreed to sell to the Underwriters, and the Underwriters have
severally (but not jointly) agreed to purchase, the respective principal
amounts of the Notes set forth opposite their names below.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
<S> <C>
CS First Boston Corporation.................................... $ 33,333,334
Donaldson, Lufkin & Jenrette Securities Corporation............ 33,333,333
Keefe, Bruyette & Woods, Inc................................... 33,333,333
------------
Total........................................................ $100,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the Notes if any are purchased. The Underwriting
Agreement also provides that, in the event of a default by an Underwriter, in
certain circumstances the purchase commitments of non-defaulting Underwriters
may be increased or the Underwriting Agreement may be terminated.
The Underwriters have advised the Company that they propose to offer the
Notes to the public initially at the public offering price set forth on the
cover page of this Prospectus Supplement, and to certain dealers at such price
less a concession not in excess of .40% of the principal amount. The
Underwriters may allow, and such dealers may reallow, a discount not in excess
of .25% of the principal amount of amount of Notes to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed by the Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, as
amended, or contribute to payments which the Underwriters may be required to
make in respect thereof.
The Notes are a new issue of securities with no established trading market
and will not be listed on any securities exchange. The Company has been
advised by the Underwriters that one or more of them intend to make a market
in the Notes, but are not obligated to do so and may discontinue such market-
making at any time without notice. No assurance can be given as to the
existence or liquidity of the secondary market for the Notes.
It is expected that delivery of the Notes will be made against payment
therefore on or about the date specified in the last paragraph of the cover
page of this Prospectus Supplement, which is the sixth business day following
the date hereof. Under Rule 15c6-1 recently adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
trades in the secondary market generally are required to settle in three
business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the Notes on the date hereof or the
next two succeeding business days will be required, by virtue of the fact that
the Notes initially will settle in T+6, to specify an alternate settlement
cycle at the time of any such trade to prevent a failed settlement. Purchasers
of the Notes who wish to trade the Notes on the date hereof or the next two
succeeding business days should consult their own advisor.
Certain of the Underwriters are customers of, engage in transactions with or
perform services for the Company and certain of its subsidiaries in the
ordinary course of business.
S-8
<PAGE>
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Notes in Canada is being made only on a private
placement basis exempt from the requirement that the Company prepare and file
a prospectus with the securities regulatory authorities in each province where
trades of Notes are effected. Accordingly, any resale of the Notes in Canada
must be made in accordance with applicable securities laws which will vary
depending on the relevant jurisdiction, and which may require resales to be
made in accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian securities
regulatory authority. Purchasers are advised to seek legal advice prior to any
resale of the Notes.
REPRESENTATIONS OF PURCHASERS
Each purchaser of Notes in Canada who receives a purchase confirmation will
be deemed to represent to the Company and the dealer from whom such purchase
confirmation is received that (i) such purchaser is entitled under applicable
provincial securities laws to purchase such Notes without the benefit of a
prospectus qualified under such securities laws, (ii) where required by law,
that such purchaser is purchasing as principal and not as agent, and (iii)
such purchaser has reviewed the text above under "Resale Restrictions".
RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available,
including common law rights of action for damages or rescission or rights of
action under the civil liability provisions of the U.S. federal securities
law.
All of the issuer's directors and officers as well as the experts named in
the accompanying Prospectus may be located outside of Canada and, as a result,
it may not be possible for Ontario purchasers to effect service of process
within Canada upon the issuer or such persons. All or a substantial portion of
the assets of the issuer and such persons may be located outside of Canada
and, as a result, it may not be possible to satisfy a judgment against the
issuer or such persons in Canada or to enforce a judgment obtained in Canadian
courts against such issuer or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of Notes to whom the Securities Act (British Columbia) applies
is advised that such purchaser is required to file with the British Columbia
Securities Commission a report within ten days of the sale of any Notes
acquired by such purchaser pursuant to this offering. Such report must be in
the form attached to British Columbia Securities Commission Blanket Order BOR
#88/5, a copy of which may be obtained from the Company. Only one such report
must be filed in respect of Notes acquired on the same date and under the same
prospectus exemption.
S-9
<PAGE>
PROSPECTUS
OLD KENT FINANCIAL CORPORATION
SENIOR/SUBORDINATED DEBT SECURITIES
Old Kent Financial Corporation (the "Company") may from time to time offer and
sell up to $150,000,000 aggregate principal amount (or the equivalent thereof
in one or more foreign currencies or currency units) of its debt securities,
which may be either senior unsecured debt securities (the "Senior
Securities") or subordinated unsecured debt securities (the "Subordinated
Securities"), in separate series (the Senior Securities and the
Subordinated Securities being herein referred to collectively as the "Debt
Securities") and in amounts, at prices and on terms to be determined at
the time of sale and to be set forth in supplements to this Prospectus
(each, a "Prospectus Supplement").
The Debt Securities may be sold directly or through agents designated from
time to time, or through underwriters or dealers. The Company may sell
Debt Securities in an offering within the United States ("United
States Offering") or outside the United States ("International
Offering").
The specific designations, priority, aggregate principal amount, currency or
currency unit and denominations for which Debt Securities may be purchased,
maturity, rate (which may be fixed or variable) and time of payment of
interest, if any, terms of conversion, if any, terms for redemption, if any,
at the option of the Company or the Holder, terms for sinking or purchase
fund payments, if any, the initial public offering price, if any, of the Debt
Securities, terms relating to temporary or permanent global Debt Securities,
special provisions relating to Debt Securities in bearer form, provisions
regarding registration of transfer or exchange, provisions relating to the
payment of any Additional Amounts, provisions relating to Original Issue
Discount Debt Securities, and the names of, and the principal amounts, if
any, to be purchased by, underwriters, the compensation of such
underwriters and the other terms in connection with the offering and sale
of the Debt Securities in respect of which this Prospectus is being
delivered, will be set forth in the applicable Prospectus Supplement.
Debt Securities of a series may be issuable in individual registered
form without coupons, in the form of one or more global Debt Securities,
or in bearer form with or without coupons. Debt Securities in bearer
form will be offered only to non-United States persons and to offices
located outside of the United States of certain United States
financial institutions.
-----------
The Debt Securities are not savings accounts, deposits or other
obligations of any bank or non-bank subsidiary of the Company and are
not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund, or any governmental agency.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
This Prospectus may not be used to consummate sales of Debt
Securities unless accompanied by a Prospectus Supplement.
-----------
The date of this Prospectus is November 8, 1995.
<PAGE>
FOR NORTH CAROLINA RESIDENTS:
The securities have not been approved or disapproved by the Commissioner of
Insurance for the State of North Carolina, nor has the Commissioner of
Insurance ruled upon the accuracy or the adequacy of this document.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1994, and the Company's Report on Form 10-C dated February 9, 1995, Quarterly
Report on Form 10-Q dated March 31, 1995, Current Report on Form 8-K dated
April 20, 1995, Quarterly Report on Form 10-Q dated June 30, 1995 and Report
on Form 10-C dated August 25, 1995, all filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference.
All other documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the Debt
Securities offered hereby shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein or in the accompanying Prospectus
Supplement modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request, of any such person, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits, unless such exhibits are specifically incorporated by reference
in such documents). Written requests for such copies should be directed to
Martin J. Allen, Jr., Senior Vice President and Secretary, Old Kent Financial
Corporation, One Vandenberg Center, Grand Rapids, Michigan 49503. Telephone
requests may be directed to (616) 771-5440.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange Act
and in accordance therewith files reports, proxy statements, and other
information with the Commission. Such reports, proxy statements, and other
information can be inspected and copied at the public reference facilities of
the Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the regional offices of the Commission located at Seven World Trade Center,
Suite 1300, New York, New York 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511, and copies of such materials can be obtained
from the public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
Additional information regarding the Company and the Debt Securities offered
hereby is contained in the Registration Statement (and the exhibits relating
thereto) filed with the Commission under the Securities Act of 1933, as
amended (the "Act"). For further information pertaining to the Company and the
Debt Securities offered hereby, reference is made to the Registration
Statement and the exhibits thereto, which may be inspected without charge at
the office of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and copies thereof may be obtained from the Commission at prescribed
rates, at the public reference facilities maintained by the Commission at the
addresses set forth above.
2
<PAGE>
THE COMPANY
The Company is a bank holding company with headquarters in Grand Rapids,
Michigan. At September 30, 1995, the Company owned directly and indirectly all
of the stock of 3 commercial banks and 6 operating nonbank subsidiaries that
had their principal offices in various cities in Michigan and Illinois. At
December 31, 1994, Old Kent Bank and Trust Company, which was headquartered in
Grand Rapids, Michigan, was the Company's largest subsidiary. On January 1,
1995, the Company consolidated Old Kent Bank and Trust Company and its other
Michigan bank subsidiaries into a single bank, Old Kent Bank ("Old Kent
Bank"). At September 30, 1995, Old Kent Bank accounted for 82% of total
deposits and 85% of total loans of the Company and its subsidiaries on a
consolidated basis, with assets of $9.6 billion.
The Company's business is concentrated in a single industry segment-
commercial banking. The Company's subsidiaries offer a wide range of
commercial banking and fiduciary services. These include accepting deposits,
commercial lending, consumer financing, real estate and lease financing,
equipment leasing, bank credit cards, debit cards, safe deposit facilities,
automated transaction machine services, cash management, electronic banking
services, money transfer services, international banking services, corporate
and personal trust services, personal investment and securities brokerage
services, credit life insurance and other banking related services.
The principal markets for these financial services are the Michigan and
Illinois communities in which the Company's subsidiaries are located and the
areas immediately surrounding those communities. At September 30, 1995, the
Company and its subsidiaries service these markets through 207 full service
banking offices located in and around those communities.
The principal source of revenues for the Company is interest and fees on
loans, which accounted for 60.8% of total revenues for the nine-month period
ended September 30, 1995, 54.5% in 1994, 49.7% in 1993, and 53.5% in 1992.
Interest on securities is also a significant source of revenue, accounting for
19.1% of total revenues for the nine-month period ended September 30, 1995,
25.8% in 1994, 28.9% in 1993, and 29.7% in 1992.
The Company has had no foreign loans at any time during the last five years.
The foreign activities of the Company primarily involve time deposits with
banks and placements for domestic customers of the Company's subsidiary banks.
These activities did not significantly impact the Company's financial
condition or results of operations.
Old Kent Bank's subsidiary, Old Kent Mortgage Company, originates
residential mortgages through its offices located in Grand Rapids, suburban
Chicago, Illinois, Central and Southern Florida, Minnesota, Ohio and Texas.
Old Kent Mortgage Company conducts a traditional retail and wholesale mortgage
banking business in one- to four-family residential mortgage loans.
Substantially all mortgage production is sold into the secondary market with
servicing retained. Mortgage servicing for all of the Company's subsidiaries
and third parties is performed by Old Kent Bank's subsidiary, Old Kent
Mortgage Services, Inc. During 1995, Old Kent Mortgage Company acquired and
sold mortgage servicing rights.
On March 17, 1995, the Company completed the consolidation of four of its
six Illinois bank subsidiaries into a single bank, Old Kent Bank ("OKB-IL").
At September 30, 1995, OKB-IL had 26 branches primarily serving Cook, DuPage
and Kane Counties and assets of $2.1 billion, deposits of $1.7 billion and a
total loan portfolio of $1.0 billion. The Company also wholly owns First
National Bank of Lockport, located in Lockport, Illinois. The Company has
signed a Stock Purchase Agreement to sell this subsidiary to Heritage
Financial Services, Inc., Tinley Park, Illinois. The sale is expected to be
completed in the first quarter of 1996. First National Bank of Lockport had
total assets of $107 million at June 30, 1995.
3
<PAGE>
Effective February 1, 1995, the Company acquired First National Bank Corp
("FNBC"), a bank holding company located in Clinton Township, Michigan. The
acquisition was effected by a merger of FNBC with and into the Company. This
transaction was accounted for as a "pooling-of-interests." At December 31,
1994, FNBC had, on a consolidated basis, assets totaling approximately $531
million and deposits of approximately $472 million. FNBC stockholders received
approximately 2,636,817 shares of common stock of the Company. FNBC owned all
the stock of First National Bank in Macomb County, a national banking
association ("First National"), that operated 15 banking offices in Macomb
County, Michigan. The principal market for the financial services offered by
FNBC and First National was Macomb County, Michigan, and the communities
within Macomb County. On July 1, 1995, First National was consolidated with
Old Kent Bank.
Banks and bank holding companies are extensively regulated. Other than First
National Bank of Lockport, the Company's subsidiary banks are chartered under
state law and are primarily supervised and regulated by the Board of Governors
of the Federal Reserve System (the "Federal Reserve Board") and either the
Financial Institutions Bureau of the State of Michigan or the Commissioner of
Banks and Trust Companies of the State of Illinois. First National Bank of
Lockport is a national banking association chartered under federal law and is
supervised, examined and regulated by the United States Office of the
Comptroller of the Currency. Deposits of all of the banks are insured by the
FDIC to the extent provided by law.
Federal and state laws that govern banks significantly limit their business
activities in a number of respects. Prior approval of the Federal Reserve
Board, and in some cases various other governing agencies, is required for the
Company to acquire control of any additional banks. The business activities of
the Company and its subsidiaries are limited to banking and other activities
closely related to banking.
The Company is a legal entity separate and distinct from its subsidiary
banks and other subsidiaries. There are legal limitations on the extent to
which the Company's subsidiary banks can lend or otherwise supply funds to the
Company or certain of its affiliates. Federal law limits the ability of the
Company to borrow from its subsidiary banks. In addition, payment of dividends
to the Company by subsidiary banks is subject to various state and federal
regulatory limitations. In 1995, the subsidiary banks are legally authorized
to distribute to the Company, in addition their 1995 net income, approximately
$68 million in dividends, without prior regulatory approval. The ability of a
subsidiary bank to pay dividends could be affected by its financial condition,
including the maintenance of adequate capital for such bank, and other
factors.
Federal law contains a "cross-guarantee" provision that could result in
insured depository institutions owned by the Company being assessed for losses
incurred by, or reasonably expected to be incurred by, the Federal Deposit
Insurance Corporation (the "FDIC") in connection with assistance provided to,
or the failure of, any other insured depository institution owned by the
Company. Liability for the losses of commonly-controlled depository
institutions can lead to the failure of some or all depository institutions in
a holding company structure if the remaining institutions are unable to pay
the liability assessed by the FDIC. Any obligation or liability owed by a
subsidiary bank to its parent company is subordinate to the subsidiary bank's
cross-guarantee liability for losses of commonly-controlled depository
institutions.
Under Federal Reserve Board policy, a bank holding company, such as the
Company, is expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support each subsidiary bank. This
support may be required at times when the bank holding company may not be able
to provide such support.
The Company is a Michigan corporation, with its executive offices located at
One Vandenberg Center, Grand Rapids, Michigan 49503 (telephone: (616) 771-
5000).
4
<PAGE>
USE OF PROCEEDS
Unless otherwise specified in an applicable Prospectus Supplement, the net
proceeds to be received by the Company from the sale of the Debt Securities
offered hereby will be added to the general funds of the Company and will be
available for general corporate purposes, including investments in or advances
to existing or future subsidiaries.
RATIO OF EARNINGS TO FIXED CHARGES
The following are the consolidated ratios of earnings to fixed charges for
the nine-month period ended September 30, 1995 and for each of the years in
the five-year period ended December 31, 1994.
<TABLE>
<CAPTION>
9-MONTH YEAR ENDED DECEMBER 31,
PERIOD ENDED ------------------------
SEPTEMBER 30, 1995 1994 1993 1992 1991 1990
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges:
Excluding Interest on
Deposits............... 4.17 6.32 9.96 7.70 5.03 3.78
Including Interest on
Deposits............... 1.52 1.68 1.75 1.53 1.35 1.27
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, income
before income taxes plus fixed charges has been divided by fixed charges.
Fixed charges, excluding interest on deposits, consist of interest on short-
term borrowings and long-term debt, and amortization of debt expense. Fixed
charges, including interest on deposits, consist of the foregoing items plus
interest on deposits.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute either Senior Securities or Subordinated
Securities of the Company. The Senior Securities will be issued under an
indenture to be dated on or prior to the issuance of Senior Securities
thereunder and the Subordinated Securities will be issued under an indenture
dated as of November 1, 1995 (respectively, the "Senior Indenture" and the
"Subordinated Indenture" and, collectively, the "Indentures"), between the
Company and Bankers Trust Company, as trustee (the "Trustee"). Pursuant to the
Trust Indenture Act of 1939, as amended, the Trustee will have a "conflicting
interest" if the Debt Securities issued under either Indenture are in default.
In such event, the Trustee may be required to resign its trusteeship under the
defaulted Indenture and the Company would thereupon endeavor to appoint a
successor trustee under such Indenture. A copy of each of the Indentures has
been filed as an exhibit to the Registration Statement of which this
Prospectus forms a part. The following description of Debt Securities relates
to Debt Securities to be issued in connection with either a United States
Offering or an International Offering, unless otherwise specified in the
Prospectus Supplement relating thereto.
The following summaries of certain provisions of the Indentures do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Indentures, including the
definitions therein of certain terms. Wherever particular Sections or defined
terms of the Indentures are referred to, it is intended that such Sections or
definitions shall be incorporated herein by reference. The following summaries
set forth certain general terms and provisions of the Debt Securities to which
any Prospectus Supplement may relate. The particular terms of the Debt
Securities offered by any Prospectus Supplement (the "Offered Securities") and
the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating
to such Offered Securities. Unless otherwise indicated, Section references
contained herein refer collectively to the Senior Indenture and the
Subordinated Indenture.
Since the Company is a holding company, the right of the Company, and hence
the right of creditors and stockholders of the Company, including the Holders
of the Debt Securities offered hereby, to participate in any distribution of
assets of any subsidiary upon its liquidation, reorganization or otherwise is
necessarily subject to
5
<PAGE>
the prior claims of depositors and other creditors of the subsidiary, except
to the extent that the claims of the Company itself as a creditor of the
subsidiary may be recognized.
GENERAL
The Debt Securities will be direct, unsecured obligations of the Company.
Neither the Indentures nor the Debt Securities will limit or otherwise
restrict the amounts of other indebtedness which may be incurred or other
securities which may be issued by the Company. The Senior Securities will rank
pari passu with all other unsecured and unsubordinated indebtedness of the
Company while the Subordinated Securities will be subordinated as described
below under "Subordinated Securities."
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms, where
applicable, of the Offered Securities in respect of which this Prospectus is
being delivered: (1) the title of the Offered Securities; (2) the limit, if
any, on the aggregate principal amount of the Offered Securities; (3) the
priority of payment of such Offered Securities; (4) the price or prices (which
may be expressed as a percentage of the aggregate principal amount thereof) at
which the Offered Securities will be issued; (5) the date or dates on which
the Offered Securities will mature; (6) the rate or rates (which may be fixed
or variable) per annum at which the Offered Securities will bear interest, if
any, and the basis of determining the same if other than on the basis of a
360-day year consisting of twelve 30-day months; (7) the date or dates from
which such interest, if any, on the Offered Securities will accrue, the
Interest Payment Dates, if any, the dates on which payment of such interest,
if any, will commence and the Regular Record Dates for such Interest Payment
Dates, if any; (8) the extent to which any of the Offered Securities will be
issuable in temporary or permanent global form and, if so, the identity of the
depositary for such global Offered Security, or the manner in which any
interest payable on a temporary or permanent global Offered Security will be
paid or such Offered Securities exchanged; (9) the dates, if any, on which,
and the price or prices at which, the Offered Securities will, pursuant to any
mandatory sinking fund provisions, or may, pursuant to any optional sinking
fund or to any purchase fund provisions, be redeemed by the Company, and the
other detailed terms and provisions of such sinking and/or purchase funds;
(10) the date, if any, after which, and the price or prices at which, the
Offered Securities may, pursuant to any optional redemption provisions, be
redeemed at the option of the Company or the Holder thereof and the other
detailed terms and provisions of such optional redemption; (11) if applicable
with respect to Subordinated Securities, terms relating to the conversion of
such Subordinated Securities into Common Stock of the Company including,
without limitation, the time and place at which such Subordinated Securities
may be converted into Common Stock, the conversion price and any adjustments
to such conversion price and any other such provisions as may at the time be
applicable thereto; (12) the denomination or denominations in which such
Offered Securities that are Registered Securities are authorized to be issued,
if other than in denominations of $1,000 and integral multiples thereof, and
in which such Offered Securities that are Bearer Securities are authorized to
be issued, if other than in denominations of $5,000; (13) whether any of the
Offered Securities will be issued in bearer form and, if so, any limitations
on issuance of such bearer Offered Securities (including exchange for
registered Offered Securities of the same series); (14) information with
respect to book-entry procedure; (15) whether any of the Offered Securities
will be issued as Original Issue Discount Securities; (16) each office or
agency where, subject to the terms of the applicable Indenture, such Offered
Securities will be payable or may be presented for registration of transfer,
exchange or, if applicable, conversion; (17) the currency or currency unit in
which such Offered Securities are issued and in which the principal of,
premium (if any) and interest on and Additional Amounts, if any, in respect of
such Offered Securities will be payable; (18) whether the amount of payments
of principal of, premium (if any) and interest on such Offered Securities may
be determined with reference to an index, formula or other method (which
index, formula or method may, but need not be, based on a currency,
currencies, currency unit or currency units) and the manner in which such
amounts shall be determined; (19) whether the Company or a Holder may elect
payment of the principal of, premium (if any) and interest on such Offered
Securities in a currency, currencies, currency unit or currency units other
than that in which such Offered Securities are denominated or stated to be
payable, the period or periods within which, and the terms and conditions upon
which, such election may be made, and the time and manner of determining the
exchange rate between the currency, currencies, currency unit or currency
units in which such Offered Securities are denominated or stated to be payable
and the currency, currencies,
6
<PAGE>
currency unit or currency units in which such Offered Securities are to be so
payable; (20) if other than the Trustee, the identity of the Security
Registrar, Paying Agent and/or Authenticating Agent; (21) if applicable, the
defeasance of certain obligations by the Company pertaining to Offered
Securities of the series; (22) whether the principal of, any premium or
interest on or any Additional Amounts with respect to any of such Offered
Securities may be payable by check, wire transfer, or other method on terms
satisfactory to the Company and the Trustee; (23) whether and under what
circumstances the Company will pay Additional Amounts as contemplated by
Section 1004 of the related Indenture (the term "interest," as used in this
Prospectus, shall include such Additional Amounts); and (24) any other terms
of such Offered Securities. If so provided in the applicable Prospectus
Supplement, Debt Securities of a single series may be issued having different
terms and provisions.
The Indentures do not limit the aggregate principal amount of Debt
Securities that may be issued thereunder or of any particular series of such
Debt Securities and the Indentures provide that, in addition to the Debt
Securities, additional Debt Securities may be issued thereunder from time to
time in one or more series (Section 301). All Debt Securities issued under
each of the Indentures will rank equally and ratably with any additional Debt
Securities issued under such Indenture.
Debt Securities may be issued as Original Issue Discount Securities (bearing
no interest or interest at a rate which at the time of issuance is below
market rates) to be sold at a substantial discount below their face amount. In
the event of an acceleration of the maturity of any Original Issue Discount
Security, the amount payable to the Holder for such Original Issue Discount
Security upon such acceleration will be determined in accordance with the
applicable Prospectus Supplement, the terms of such Security and the
applicable Indenture, but may be an amount less than the amount payable at the
maturity of the principal of such Original Issue Discount Security. Special
federal income tax and other considerations relating thereto will be described
in the applicable Prospectus Supplement.
The Indentures do not contain any terms which would afford protection to
Holders of Debt Securities issued thereunder in the event of a
recapitalization, a change of control, a highly leveraged transaction or a
restructuring involving the Company that results in a downgrade of the
Company's public debt rating.
ACCELERATION OF MATURITY
If any Event of Default (as described under "Senior Securities" and
"Subordinated Securities" in this Prospectus) with respect to Debt Securities
of any series at the time Outstanding shall occur and be continuing, then and
in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Debt Securities of that series may declare
the principal amount or, if the Debt Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series, of all Debt Securities of that series
to be due and payable immediately by a notice in writing to the Company (and
to the Trustee if given by Holders). However, at any time after such a
declaration of acceleration with respect to Debt Securities of any series has
been made and before a judgment or decree based on such acceleration has been
obtained by the Trustee, the Holders of not less than a majority in principal
amount of Outstanding Debt Securities of that series may, under certain
circumstances, rescind and annul such acceleration if all Events of Default,
except, in the case of Senior Securities, the non-payment of principal of that
series which has become due solely by such declaration of acceleration, have
been cured or waived as provided in the applicable Indenture (Section 502).
REGISTRATION, TRANSFER, PAYMENT AND PAYING AGENT
Unless otherwise indicated in the applicable Prospectus Supplement, each
series of Debt Securities will be issued in registered form only, without
coupons. The Indentures, however, provide that the Company may also issue Debt
Securities in bearer form only, or in both registered and bearer form. Debt
Securities issued in bearer form will have interest coupons attached, unless
issued as zero coupon securities. Debt Securities in bearer form will not be
offered, sold, resold or delivered in connection with their original issuance
in the United States or to
7
<PAGE>
any United States person other than offices located outside the United States
of certain United States financial institutions. As used in this "Description
of Debt Securities," "United States person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States, or any estate or trust,
the income of which is subject to United States federal income taxation
regardless of its source, and "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. Purchasers of
Debt Securities in bearer form will be subject to certification procedures and
may be affected by certain limitations under United States tax laws. Such
procedures and limitations will be described in the Prospectus Supplement
relating to the offering of the Debt Securities in bearer form.
Unless otherwise indicated in the applicable Prospectus Supplement, Debt
Securities in registered form will be issued in denominations of $1,000 or any
integral multiple thereof and Debt Securities in bearer form will be issued in
denominations of $5,000. No service charge will be made for any transfer or
exchange of the Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
Unless otherwise described in the Prospectus Supplement relating thereto,
the principal, premium, if any, and interest, if any, of or on the Offered
Securities will be payable, and the transfer of the Offered Securities will be
registrable, at the corporate trust office of Old Kent Bank, provided that
payment of interest may be made at the option of the Company by check mailed
to the address appearing in the Security Register of the Person in whose name
a Registered Security is registered at the close of business on the Regular
Record Date (Sections 305 and 307).
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of, and premium, if any, and interest, if any, on Debt Securities
in bearer form will be made, subject to any applicable laws and regulations,
at such office outside the United States as is specified in the Prospectus
Supplement and as the Company may designate from time to time, at the option
of the Holder by check or by transfer to an account maintained by the payee
with a bank located outside the United States. Unless otherwise indicated in
the applicable Prospectus Supplement, payment of interest and certain
Additional Amounts, if any, on Debt Securities in bearer form will be made
only against surrender of the coupon relating to such Interest Payment Date,
unless issued as zero coupon securities. No payment with respect to any Debt
Security in bearer form will be made at my office or agency of the Company in
the United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global securities ("Global Securities") that will be
deposited with, or on behalf of, a depositary (the "Depositary") identified in
the Prospectus Supplement relating to such series. Global Securities may be
issued in either registered or bearer form and in either temporary or
permanent form. Unless and until it is exchanged in whole or in part for
individual certificates evidencing Debt Securities in definitive form
represented thereby, a Global Security will not be transferable except as a
whole by the Depositary for such Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to a series of
Debt Securities will be described in the Prospectus Supplement relating to
such series.
RESTRICTIVE COVENANTS
The Senior Indenture contains a covenant by the Company that, except as
otherwise provided below, the Company will not sell, assign, pledge or
otherwise grant a security interest in, transfer or otherwise dispose of, or
permit the issuance of, or permit a Subsidiary to sell, assign, pledge or
otherwise grant a security interest in,
8
<PAGE>
transfer or otherwise dispose of, any shares of, or any securities convertible
into, or options, warrants or rights to subscribe for or purchase shares of,
Capital Stock of any Subsidiary which is: (a) a Principal Constituent Bank; or
(b) a Subsidiary which owns shares of, or any securities convertible into, or
options, warrants or rights to subscribe for or purchase shares of, Capital
Stock of a Principal Constituent Bank; provided, however, that such covenant
does not prohibit (i) any dispositions made by the Company or any Subsidiary
(A) acting in a fiduciary capacity for any Person other than the Company or
any Subsidiary or (B) to the Company or any of its directly or indirectly
wholly owned (except for directors' qualifying shares) Subsidiaries, or (ii)
the merger or consolidation of a Principal Constituent Bank with and into a
Constituent Bank or the merger or consolidation of any Principal Constituent
Bank with and into any other Principal Constituent Bank. Such covenant also
does not prohibit sales, assignments, pledges or other grants of a security
interest, transfers, issuances or other dispositions of shares of Capital
Stock of a corporation referred, to in (a) or (b) above where: (i) the sales,
assignments, pledges or other grants of a security interest, transfers,
issuances or other dispositions are made, in the minimum amount required by
law, to any Person for the purpose of the qualification of such Person to
serve as a director; or (ii) the sales, assignments, pledges or other grants
of a security interest, transfers, issuances or other dispositions are made in
compliance with an order of a court or a regulatory authority of competent
jurisdiction or as a condition imposed by any such court or authority to the
acquisition by the Company, directly or indirectly, of any other corporation
or entity; or (iii) in the case of a disposition or issuance of shares of
Capital Stock or any securities convertible into Capital Stock of a Principal
Constituent Bank, or sales of Capital Stock or any securities convertible into
Capital Stock of any Subsidiary included in (b) above, the sales, assignments,
pledges or other grants of a security interest, transfers, issuances or other
dispositions are for fair market value (as determined by the Board of
Directors of the Company and the Subsidiary disposing of such shares or
securities, such determination being evidenced by a Board Resolution) and,
after giving effect to such disposition and to any potential dilution (if the
shares or securities are convertible into Capital Stock), the Company and its
directly or indirectly wholly owned (except for directors' qualifying shares)
Subsidiaries will own directly not less than 80% of the Voting Stock of such
Principal Constituent Bank or Subsidiary; or (iv) a Principal Constituent Bank
sells additional shares of Capital Stock to its stockholders at any price, so
long as immediately after such sale the Company owns, directly or indirectly,
at least as great a percentage of the Voting Stock of such Principal
Constituent Bank as it owned prior to such sale of additional shares (Senior
Indenture, Section 1006). A "Constituent Bank" is a Subsidiary which is a Bank
with its principal office in Michigan. A "Principal Constituent Bank" is a
Constituent Bank the consolidated assets of which constitute 15% or more of
the Company's consolidated assets (Section 101). At the date of this
Prospectus, Old Kent Bank is the only Principal Constituent Bank.
The Senior Indenture contains a covenant prohibiting the Company from
acquiring the Capital Stock of any corporation or acquiring substantially all
the assets and liabilities of any corporation, unless, immediately after such
acquisition, the Company would be in full compliance with such Indenture
(Senior Indenture, Section 1007). In addition, the Senior Indenture contains a
covenant prohibiting the Company from creating or permitting any liens upon
any shares of Capital Stock of any Principal Constituent Bank to secure any
indebtedness without securing the Senior Securities equally and ratably with
all indebtedness secured thereby (Senior Indenture, Section 1005).
Nothing in the Indenture prevents the Company from consolidating or merging
with or into, or conveying, transferring or leasing the property of the
Company as an entirety or substantially as an entirety to, any Person or
Persons (whether or not affiliated with the Company); provided, however, that
(i) such Person or Persons is a corporation organized and existing under the
laws of the United States, any state thereof or the District of Columbia and
expressly assumes or assume (A) the due and punctual payment of the principal
of, any premium and interest on and any Additional Amounts with respect to the
Debt Securities and (B) the performance of every other covenant that the
Company is to perform or observe under the applicable Indenture and, if
applicable, shall have provided for conversion rights in accordance with the
Subordinated Indenture, (ii) no Event of Default occurs and is continuing
immediately after giving effect to the transaction, and (iii) either the
Company or the successor Person delivers to the Trustee certain certificates
and opinions specified in the applicable Indenture which state that the
transaction complies with such Indenture (Section 801).
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MODIFICATION AND WAIVER
Each Indenture provides that modifications and amendments may be made by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Debt Securities of each series
affected thereby; provided, however, that no such modifications or amendments
may, without the consent of the Holder of each Outstanding Debt Security
affected thereby, (a) change the stated maturity date of the principal of, or
any premium or installment of interest on, or any Additional Amounts with
respect to, any Debt Security, (b) reduce the principal amount thereof, or the
rate of interest (if any) on, or Additional Amounts, if any, in respect of, or
any premium payable upon the redemption of any Debt Security, (c) change the
place of payment, coin or currency in which any Debt Security or any premium
or interest or Additional Amounts thereon is payable, (d) adversely affect the
right of repayment at the option of the Holder, as provided in the applicable
Indenture, (e) impair the right to institute suit for the enforcement of any
payment on or after the stated maturity date thereof or, in the case of
redemption or repayment, on or after the redemption or repayment date, (f)
reduce the above-stated percentage in principal amount of Outstanding Debt
Securities of any series, the consent of the Holders of which is required to
modify or amend the applicable Indenture, (g) reduce the percentage in
principal amount of Outstanding Debt Securities of any series, the consent of
the Holders of which is required for waiver of compliance with certain
provisions of the applicable Indenture or for waiver of certain defaults, (h)
reduce any of the requirements for quorum or voting, as set forth in the
applicable Indenture, (i) modify (with certain exceptions) any provision of
the applicable Indenture relating to modification and amendment of such
Indenture or waiver of compliance with conditions and defaults thereunder, (j)
with respect to the Subordinated Indenture, alter in any respect the
provisions regarding subordination of the Subordinated Securities issued
thereunder in a manner adverse to the Holders thereof, (k) with respect to the
Subordinated Securities convertible into Common Stock of the Company,
adversely affect the right of conversion, (l) reduce the principal amount of
Original Issue Discount Securities which could be declared due and payable
upon acceleration of the maturity thereof, or (m) change the obligation of the
Company to pay Additional Amounts (Section 902).
The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
Debt Securities of that series waive, insofar as that series is concerned,
compliance by the Company and the Trustee with certain restrictive provisions
of the Indentures (Senior Indenture, Section 1009; Subordinated Indenture,
Section 1007). The Holders of not less than a majority in principal amount of
the Outstanding Debt Securities of any series may on behalf of the Holders of
all Debt Securities of that series waive any past default under the applicable
Indenture with respect to that series, except a default in the payment of the
principal of (and premium, if any) or interest on or Additional Amounts
payable in respect of any Debt Security of such series or in respect of a
covenant or provision which under the terms of the applicable Indenture cannot
be modified or amended without the consent of the Holder of each Outstanding
Debt Security of such series affected (Section 513).
Modification and amendment of the Indenture may be made by the Company and
the Trustee without the consent of any Holder for any of the following
purposes: (i) to evidence the succession of another Person to the Company;
(ii) to add to the covenants of the Company for the benefit of the Holders of
all or any series of Debt Securities; (iii) to add or change any provisions of
any of the Indentures to facilitate the issuance of Debt Securities in bearer
form; (iv) to establish the form or terms of Debt Securities of any series and
any related coupons; (v) to evidence and provide for the acceptance of
appointment by a successor Trustee; (vi) to cure any ambiguity, or to
supplement any provision which may be defective or inconsistent with any other
provision in the applicable Indenture, or to make any other provision with
respect to the applicable Indenture which does not adversely affect the
interests of Holders of Debt Securities of any series in any material respect
under such Indenture; (vii) to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or purposes of
issue, authentication and delivery of Debt Securities, as set forth in the
applicable Indenture; (viii) to add any additional Events of Default with
respect to all or any series of Debt Securities; (ix) to supplement any of the
provisions of the applicable Indenture to such extent as is necessary to
permit or facilitate the defeasance and discharge of any series of Debt
Securities pursuant to such Indenture, provided such action does not adversely
affect the interests of Holders of Debt Securities of any series and any
coupons appertaining thereto in any material respect; (x) to secure the Debt
Securities as provided in the applicable Indenture; (xi) to
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amend or supplement any provision contained in any of the Indentures or in any
supplement thereto, provided such action does not adversely affect the
interests of the Holders of Debt Securities in any material respect (Section
901); or (xii) to make provision for the conversion rights of the Holders of
the Subordinated Securities in certain events (Subordinated Indenture, Section
901(11)).
OUTSTANDING DEBT SECURITIES
In determining whether the Holders of the requisite principal amount of
Outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent or waiver under each of the Indentures, (i) the
principal amount of an Original Issue Discount Security that may be counted in
making such determination and that will be deemed to be Outstanding for such
purposes will be the amount of the principal thereof that would be declared to
be due and payable upon a declaration of acceleration pursuant to the terms of
such Original Issue Discount Security as of the date of such determination,
(ii) the principal amount of a Debt Security denominated in a foreign currency
or currency unit will be the U.S. dollar equivalent, determined by the Company
as of the date such Debt Security is originally issued, of the principal
amount (or, in the case of an Original Issue Discount Security, the U.S.
dollar equivalent as of such date of original issuance of the amount
determined as provided in clause (i) above) of such Debt Security, (iii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iv)
Debt Securities owned by the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or other such obligor shall be
disregarded and deemed not to be Outstanding (Section 101).
ADDITIONAL PROVISIONS
Each of the Indentures provides that the Trustee will be under no obligation
(subject to the duty of such Trustee during a default thereunder to act with
the required standard of care) to exercise any of its rights or powers under
the related Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered such Trustee reasonable indemnity
(Section 601(e)). Subject to such provisions for indemnification of the
Trustee, the Holders of a majority in principal amount of the Outstanding Debt
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on such Trustee, with respect to the
Debt Securities of such series (Section 512).
No Holder of any Debt Security of any series will have the right to
institute any proceeding, judicial or otherwise, with respect to the Indenture
under which such Holder's Debt Securities were issued for any remedy
thereunder, unless: (a) such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to the Debt
Securities of such series; (b) the Holders of not less than 25% in principal
amount of the Outstanding Debt Securities of that series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as Trustee; (c) the Trustee shall have failed to institute
such proceeding within 60 days after its receipt of such notice, request and
offer of indemnity; and (d) the Trustee shall not have received from the
Holders of a majority in principal amount of the Outstanding Debt Securities
of that series a direction inconsistent with such request within such 60-day
period (Section 507). However, the Holder of any Debt Security will have an
absolute and unconditional right to receive payment of the principal of, and
premium, if any, and interest, if any, on, or any Additional Amounts in
respect of, such Debt Security on the due dates expressed in such Debt
Security, to convert any Convertible Subordinated Security, and to institute
suit for the enforcement of any such payment and such right of conversion
(Section 508).
The Company is required to furnish to the Trustee annually a statement as to
performance or fulfillment of certain of its obligations under the applicable
Indenture and as to any default in such performance or fulfillment (Senior
Indenture, Section 1010; Subordinated Indenture, Section 1008).
Each Indenture, the Debt Securities and the coupons (if any) will be
governed by and constituted in accordance with the laws of the State of New
York (Section 113).
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REGARDING THE TRUSTEE
The Company and its subsidiaries maintain deposit accounts and conduct
various banking transactions with the Trustee.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured obligations of the Company
and will rank pari passu with all outstanding and future unsecured and
unsubordinated indebtedness of the Company.
EVENTS OF DEFAULT
The following will be Events of Default under the Senior Indenture with
respect to Debt Securities of any series issued thereunder: (a) failure to pay
any interest or any Additional Amounts on any Senior Security of that series
when due, and continuance of such default for 30 days; (b) failure to pay
principal of or premium, if any, on any Senior Security of that series when
due; (c) failure to deposit any sinking fund payment, when due, in respect of
any Senior Security of that series; (d) failure to perform any other covenant
or warranty of the Company in the Senior Indenture or the Senior Securities
(other than a covenant or warranty included in such Indenture solely for the
benefit of a series of Senior Securities other than that series) and
continuation of that failure for 60 days after written notice as provided in
such Indenture; (e) acceleration of indebtedness in principal amount in excess
of $25,000,000 for money borrowed by the Company or any Principal Constituent
Bank under the terms of the instrument under which such indebtedness is issued
or secured, if such acceleration is not annulled, or such indebtedness is not
discharged, within 30 days after written notice as provided in such Indenture;
and (f) certain events in bankruptcy, insolvency or reorganization of the
Company or any Principal Constituent Bank (Section 501).
SUBORDINATED SECURITIES
The Subordinated Securities will be direct, unsecured obligations of the
Company and will rank in priority of payment with outstanding and future
indebtedness of the Company as set forth below.
SUBORDINATION
During the continuance beyond any applicable grace period of any default
with respect to Senior Indebtedness (as defined below), no payment of
principal of and premium (if any) and interest on the Subordinated Securities
shall be made by the Company until payment in full of all principal of and
premium (if any) and interest on such Senior Indebtedness. In addition, upon
any distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization, the payment of the principal of and premium (if
any) and interest on the Subordinated Securities is to be subordinated to the
extent provided in the Subordinated Indenture to the prior payment in full of
all Senior Indebtedness (Subordinated Indenture, Article Seventeen).
"Senior Indebtedness" is defined in the Subordinated Indenture as any
indebtedness for money borrowed (including all indebtedness of the Company for
borrowed and purchased money of the Company, all obligations of the Company
arising from off-balance sheet guarantees by the Company and direct credit
substitutes, and obligations of the Company associated with derivative
products such as interest and foreign exchange rate contracts and commodity
contracts) that is outstanding on the date of execution of the Subordinated
Indenture, or is thereafter created, incurred or assumed, for the payment of
which the Company is at the time of determination responsible or liable as
obligor, guarantor or otherwise, and all deferrals, renewals, extensions and
refundings of any such indebtedness or obligations, other than the
Subordinated Securities or any other indebtedness as to which, in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such indebtedness is subordinate in right of
payment to any other indebtedness of the Company (Subordinated Indenture,
Section 101). At September 30, 1995, the Company had outstanding approximately
$1.3 billion of Senior Indebtedness.
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EVENTS OF DEFAULT
An Event of Default will be defined under the Subordinated Indenture with
respect to Debt Securities of any series issued thereunder as certain events
in bankruptcy, insolvency or reorganization of the Company or any Principal
Constituent Bank.
The Subordinated Indenture does not provide for any right of acceleration of
the payment of the principal of a series of Subordinated Securities upon a
default in the payment of principal, premium or interest or a default in the
performance of any covenant or agreement in the Subordinated Securities of a
particular series or in the Subordinated Indenture. In the event of a default
in the payment of principal, premium, or interest, the Holder of a
Subordinated Security (or the Trustee under the Subordinated Indenture on
behalf of the Holders of all the series of Subordinated Securities so
affected) may seek to enforce such payments, subject to certain limitations
and conditions set forth in the Subordinated Indenture.
CONVERSION
If any Subordinated Security is to be convertible into Common Stock
("Convertible Subordinated Securities"), certain terms and provisions with
respect thereto will be set forth in the Prospectus Supplement related
thereto.
DESCRIPTION OF COMMON STOCK
The Board of Directors of the Company is authorized to issue a maximum of
150 million shares of Common Stock. At September 30, 1995, 45,279,508 shares
of Common Stock were outstanding, held of record by approximately 14,443
persons. Subject to any prior rights of any preferred stock of the Company
then outstanding, holders of the Common Stock are entitled to receive such
dividends as are declared by the Board of Directors of the Company out of
funds legally available therefor. For information concerning legal limitations
on the ability of the Company's banking subsidiaries to supply funds to the
Company, see "The Company." Subject to the rights, if any, of any preferred
stock of the Company then outstanding, all voting rights are vested in the
holders of Common Stock, each share being entitled to one vote. Subject to any
prior rights of any such preferred stock, in the event of liquidation,
dissolution or winding up of the Company, holders of shares of Common Stock
are entitled to receive pro rata assets distributable to stockholders in
respect of shares held by them. Holders of shares of Common Stock do not have
any preemptive rights to subscribe for any additional securities which may be
issued by the Company. The outstanding shares of Common Stock are fully paid
and non-assessable. The transfer agent and registrar for the Common Stock is
Old Kent Bank.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities to or through underwriting
syndicates represented by managing underwriters, or to or through underwriters
without a syndicate, through agents or dealers, or directly to other
purchasers. Only underwriters or agents named in the applicable Prospectus
Supplement are deemed to be underwriters or agents, as the case may be, in
connection with the Debt Securities covered thereunder.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices (which may be changed from
time to time), at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Each
Prospectus Supplement will
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describe the method of distribution of the Debt Securities to which such
Prospectus Supplement relates. Certain restrictions relating to distribution
of Debt Securities in connection with an International Offering will be set
forth in the applicable Prospectus Supplement.
In connection with the sale of Debt Securities, underwriters or agents may
receive compensation from the Company in the form of discounts or commissions.
The underwriters, dealers, and agents that participate in the distribution of
Debt Securities may be deemed to be underwriters under the Act and any
discounts or commissions received by them and any profit on the resale of Debt
Securities by them may be deemed to be underwriting discounts and commissions
under the Act. Any underwriter or agent will be identified, and any such
compensation will be described, in the applicable Prospectus Supplement.
Under agreements which may be entered into with the Company, any
underwriters, dealers or agents who participate in the distribution of Debt
Securities may be entitled to indemnification by the Company against certain
liabilities, including liabilities under the Act, or contribution from the
Company for payments required to be made by such underwriters, dealers or
agents in respect thereof.
Certain of the underwriters, dealers, or agents may be customers of
(including borrowers from), engage in transactions with, and perform services
for, the Company or one or more of its affiliates in the ordinary course of
business.
LEGAL OPINIONS
The validity of the Debt Securities offered hereby will be passed upon for
the Company by Warner Norcross & Judd LLP, One Vandenberg Center, Grand
Rapids, Michigan 49503, and for any underwriters or agents by Brown & Wood,
One World Trade Center, New York, New York, 10048. Warner Norcross & Judd LLP
and certain members of the firm are indebted to, and have other banking and
trust relationships with, certain affiliated banks of the Company. At July 27,
1995, partners of and attorneys employed by Warner Norcross & Judd LLP were
the beneficial owners of 215,250 shares of common stock, which had an
aggregate market value of approximately $7.7 million. Shares reported as
beneficially owned include all shares as to which such persons have the direct
or indirect, sole or shared, power to direct voting or disposition, including
personal shares as well as shares held in fiduciary capacities.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994,
incorporated by reference in this Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report
with respect thereto and are incorporated herein by reference in reliance upon
the authority of said firm as experts in accounting and auditing in giving
said report.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE NOTES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
SUCH DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Recent Developments........................................................ S-2
Use of Proceeds............................................................ S-3
Summary Financial Data..................................................... S-4
Description of Notes....................................................... S-5
Underwriting............................................................... S-8
Notice to Canadian Residents............................................... S-9
PROSPECTUS
Incorporation of Certain Documents By Reference............................ 2
Available Information...................................................... 2
The Company................................................................ 3
Use of Proceeds............................................................ 5
Ratio of Earnings to Fixed Charges......................................... 5
Description of Debt Securities............................................. 5
Senior Securities.......................................................... 12
Subordinated Securities.................................................... 12
Description of Common Stock................................................ 13
Plan of Distribution....................................................... 13
Legal Opinions............................................................. 14
Experts.................................................................... 14
</TABLE>
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LOGO
Old Kent Financial Corporation
$100,000,000
6 5/8% Subordinated Notes
due November 15, 2005
PROSPECTUS SUPPLEMENT
CS First Boston
Donaldson, Lufkin & Jenrette
Securities Corporation
Keefe, Bruyette & Woods, Inc.
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