As filed with the Securities and Exchange Commission on October 20, 1995
Registration No. 33-33058
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OLD KENT FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Michigan 38-1986608
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
One Vandenberg Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503
(616) 771-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Richard W. Wroten Copies of Gordon R. Lewis
Old Kent Financial Corporation Communications to: Warner Norcross & Judd
One Vandenberg Center LLP
111 Lyon Street, N.W. 900 Old Kent Building
Grand Rapids, Michigan 49503 111 Lyon Street, N.W.
(616) 771-5808 Grand Rapids, Michigan
49503
(616) 752-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public:
Upon filing with the Securities and Exchange Commission
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: __X__
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: _____
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. _____
___________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. _____
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PROSPECTUS
[Old Kent Financial Corporation Logo]
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan of Old Kent Financial
Corporation provides record holders of the Corporation's Common Stock
with a convenient method of purchasing shares of Common Stock.
Shareholders of record may purchase additional shares of Common Stock
by automatically reinvesting the cash dividends received on their
shares of Common Stock without payment of any brokerage commission or
service charge. The Plan also permits shareholders who become
participants in the Plan to make optional cash payments of $25 or
more (up to a maximum of $5,000 per calendar quarter) for investment
in Common Stock.
Shares purchased under the Plan may be newly issued shares
or shares purchased for participants in the open market, at the
Corporation's option. Shares purchased for participants in the Plan
will be purchased at the market price of the Common Stock reported on
The NASDAQ Stock Market.
The Corporation reserves the right to suspend, amend or
terminate the Plan at any time. The Plan does not represent a change
in the Corporation's dividend policy or a guarantee of future
dividends, which will continue to depend on earnings, financial
requirements and other factors.
Shareholders enrolled in the Plan will continue to be
enrolled unless they notify Old Kent Bank, Administrator for the Plan,
that they wish to withdraw from participation. Shareholders who do not
wish to participate in the Plan will continue to receive cash
dividends, as declared, in the usual manner.
This Prospectus relates to an offering of shares of Common
Stock of the Corporation registered for purchase under the Plan. It is
suggested that this Prospectus be retained for future reference.
The Common Stock of Old Kent Financial Corporation offered
hereby is not the obligation of or guaranteed or endorsed by any bank.
It does not constitute a bank deposit. It is not federally insured or
protected by the U.S. Government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other governmental
agency. Investment in Common Stock of Old Kent Financial Corporation,
as with any investment in Common Stock, involves investment risks,
including the possible loss of principal.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED BY THIS
PROSPECTUS IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER IN SUCH JURISDICTION.
The date of this Prospectus is October 20, 1995.
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No person has been authorized to give any information or to
make any representation not contained or incorporated by reference in
this Prospectus in connection with the securities offered hereby. If
given, such information or representation should not be relied upon as
having been authorized. This Prospectus does not constitute an offer
of any securities other than those described on the cover page or an
offer to sell or a solicitation of an offer to buy within any
jurisdiction to any person to whom it is unlawful to make such offer
or solicitation within such jurisdiction. Neither the delivery of this
Prospectus nor any sales made pursuant to this Prospectus shall under
any circumstances create any implication that there has been no change
in the information contained herein or in the affairs of the
Corporation since the date of this Prospectus.
AVAILABLE INFORMATION:
The Corporation is subject to the information requirements
of the Securities Exchange Act of 1934 and in accordance therewith
files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by the Corporation can be
inspected and copied at prescribed rates, at the public reference room
of the Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the public reference facilities in the Commission's
regional offices located at: 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and 7 World Trade Center, Suite 1300,
New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission, at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
This Prospectus incorporates documents by reference which
are not presented herein or delivered herewith. The Corporation
undertakes to provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the
person's written or oral request, a copy of any and all of the
information that has been incorporated by reference in this Prospectus
(not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates).
Requests for information incorporated by reference should be directed
to Shareholder Services, Old Kent Financial Corporation,
One Vandenberg Center, 111 Lyon Street, N.W., Grand Rapids,
Michigan 49503, telephone number 1-616-771-5482 or 1-800-652-2657
(ext. 5482).
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OLD KENT FINANCIAL CORPORATION
Old Kent Financial Corporation (the "Corporation") is a
regional bank holding company. The Corporation's principal executive
offices are located at One Vandenberg Center, 111 Lyon Street, N.W.,
Grand Rapids, Michigan 49503. Its telephone number is (616) 771-5000.
The Corporation's Common Stock, par value $1 per share
("Common Stock") is traded on The NASDAQ Stock Market under the
trading symbol OKEN.
DESCRIPTION OF THE DIVIDEND REINVESTMENT PLAN
Purpose of the Plan
The purpose of the Corporation's Dividend Reinvestment Plan
(the "Plan") is to provide record holders of the Corporation's Common
Stock with a convenient and economical method of purchasing additional
shares of Common Stock by automatically reinvesting the cash dividends
received on their shares of Common Stock. The Plan also permits
shareholders of record who become participants in the Plan to make
optional cash payments of $25 or more (up to a maximum of $5,000 per
calendar quarter) for investment in Common Stock. Shares of Common
Stock to be purchased under the Plan may be made available by the
Corporation from its authorized but unissued shares or may be
purchased for participants in the open market, at the Corporation's
option. See "Purchase of Shares." Shares of Common Stock purchased
from the Corporation's authorized but unissued shares will provide the
Corporation with additional funds for general corporate purposes. The
Corporation will receive no proceeds from purchases by the Plan of any
shares in the open market.
Advantages of the Plan
Shareholders of record who enroll in the Plan will have all
cash dividends on their shares of Common Stock automatically
reinvested in shares of Common Stock. The price of all shares of
Common Stock purchased under the Plan will be based on the prices of
the Common Stock reported on The NASDAQ Stock Market. See "Price of
Shares." Participants in the Plan will not incur any brokerage
commissions, fees or service charges in connection with purchases of
shares under the Plan. The Plan permits cash dividends to be fully
invested because fractions of shares, as well as full shares, of
Common Stock are credited to participants' accounts under the Plan.
In addition, cash dividends paid on whole shares, and any fraction of
a share, of Common Stock credited to a participant's account are
reinvested in the same manner.
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Participants in the Plan will have the opportunity to make
optional cash payments to the Plan, up to a maximum of $5,000 per
calendar quarter, to be invested in shares of Common Stock in the same
manner as reinvested dividends. See "Supplemental Investments."
Participants can avoid the inconvenience, risk and expense
of safekeeping certificates for shares credited to their accounts
under the Plan. See "Issuance of Certificates to Participants."
Quarterly statements of account are furnished to participants to
provide simplified recordkeeping. See "Reports to Participants."
Shareholders are cautioned that the Plan does not represent
a change in the Corporation's dividend policy or a guarantee of future
dividends, which will continue to depend upon the Corporation's
earnings, financial requirements and other factors.
Administration of the Plan
The Corporation will appoint an independent agent from time
to time (the "Agent"), to execute purchases and sales of Common Stock
on behalf of the Plan and its participants. The Agent will be a
registered broker-dealer or bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934. The Agent will not be an affiliate
of the Corporation, and neither the Corporation nor any affiliate of
the Corporation will exercise any direct or indirect control or
influence over the times when or the prices at which, the Agent may
purchase the Corporation's Common Stock for the Plan, the amount of
Common Stock to be purchased, or the manner in which the Common Stock
is to be purchased. Old Kent Bank, a banking corporation organized
under the laws of the State of Michigan and a wholly-owned subsidiary
of the Corporation (the "Bank"), will administer the Plan for
participants, keep records, send quarterly statements of accounts to
participants and perform other clerical and ministerial duties
relating to the Plan. Shares of Common Stock purchased under the Plan
are registered in the name of the Bank or its nominee, as custodian,
and credited to participants' accounts under the Plan.
Although shares purchased under the Plan are registered in
the name of the Bank or its nominee, shareholders will continue to
hold their current shares in their own names and should not transfer
any shares to the Bank.
Eligibility
All record holders of shares of Common Stock are eligible to
participate in the Plan, except as described in this section. The
Corporation reserves the right to deny participation in the Plan to
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any shareholder who resides in a jurisdiction having laws or
regulations that impose conditions upon the Plan which are
unacceptable to the Corporation, or who fails to provide documentation
acceptable to the Corporation of his or her state or country (if other
than the United States) of residence. Consequently, the Plan may not
be available to shareholders who live in certain states or in
countries other than the United States. A shareholder of record who
wishes to participate in the Plan must certify his or her state or
country of residence in the Authorization Form accompanying this
Prospectus and agree to notify the Bank if such state or country of
residence changes. Upon receipt of the Authorization Form, the Bank
will notify the shareholder within a reasonable time if the Plan is
not available in the state or country in which the shareholder
resides.
A shareholder may not elect to participate in the Plan with
respect to less than all shares of Common Stock held of record by the
shareholder on and after the date of enrollment. Accordingly, a
shareholder who enrolls in the Plan will have all cash dividends on
all of his or her shares of Common Stock, including shares acquired
after the date of enrollment, and including any shares of Common Stock
purchased through a Supplemental Investment, reinvested in accordance
with the Plan.
A beneficial owner of shares of Common Stock whose shares
are registered in the name of a bank, broker or nominee and who wishes
to participate in the Plan must become a shareholder of record by
having the shares transferred into his or her own name.
Entry Into the Plan
A holder of record of shares of Common Stock may enroll in
the Plan at any time by completing and signing the enclosed
Authorization Form and returning it to the Bank. Once enrolled in the
Plan, a participant will continue to be enrolled without further
action, unless the participant moves to a state or country in which
the Plan is not available or gives written notice to the Bank that the
participant wishes to withdraw from participation. See "Withdrawal
from the Plan."
Authorization Form
The Authorization Form authorizes the Bank to receive (or
pay over to the Agent if shares will be purchased in the open market)
all of a participating shareholder's cash dividends on all shares of
Common Stock registered in the participant's name, as well as all cash
dividends on all shares credited to the participant's account under
the Plan, and directs the Bank (or Agent if shares will be purchased
in the open market) to invest all such dividends in shares of Common
Stock under the Plan.
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Commencement of Dividend Reinvestment
Record dates for determining the record holders of Common
Stock entitled to receive cash dividends declared on the Common Stock
("Dividend Record Dates") are chosen from time to time by the
Corporation's Board of Directors and are customarily in the months of
February, May, August and November of each year (the "Dividend
Months"). If a shareholder's Authorization Form is received by the
Bank before a Dividend Record Date, the reinvestment of the
shareholder's dividends will commence with the payment of that
dividend. If the Authorization Form is received by the Bank on or
after such Dividend Record Date, the reinvestment of dividends will
not start until payment of the next dividend. Dividend Record Dates
will vary from time to time, and may be chosen in months other than
February, May, August and November. A shareholder can minimize the
possibility of missing a desired entry date by delivering an
Authorization Form to the Bank before the first day of a Dividend
Month in which the shareholder desires to commence participation in
the Plan.
Supplemental Investments
Participants in the Plan may invest in shares of
Common Stock under the Plan by making optional cash payments
("Supplemental Investments"). The minimum Supplemental Investment is
$25, and a participant's Supplemental Investments may not exceed
$5,000 per calendar quarter (any three-month period ending March 31,
June 30, September 30 or December 31).
Supplemental Investments must be received by the Bank no
later than three business days prior to an Investment Date
("Investment Date") to be invested on the Investment Date. See
"Investment Dates." Otherwise, the Supplemental Investment will be
held by the Bank and invested on the next Investment Date. See
"Purchase of Shares." As in the case of purchases of Common Stock
made through the reinvestment of cash dividends, participants will not
incur any brokerage commissions or service charges in connection with
shares purchased with Supplemental Investments. Shares of Common
Stock purchased with Supplemental Investments will be held, and the
dividends from such shares will be reinvested, in the same manner as
all other shares purchased through the Plan.
A shareholder may make an initial Supplemental Investment by
enclosing a check or money order with the Authorization Form when
enrolling. Thereafter, Supplemental Investments may be made by
forwarding a check or money order to the Bank together with a payment
form which will accompany each statement of account. All checks and
money orders for Supplemental Investments should be made payable to
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"Old Kent Bank, Administrator for the Old Kent Financial Corporation
Dividend Reinvestment Plan." Participants in the Plan have no
obligation to make Supplemental Investments, and may cease or resume
making Supplemental Investments at any time.
NO INTEREST WILL BE PAID ON AMOUNTS HELD PENDING
SUPPLEMENTAL INVESTMENTS. Investors should transmit Supplemental
Investments so as to reach the Bank shortly (but not less than three
business days) before an Investment Date.
Supplemental Investments received by the Bank will be
transmitted to a segregated escrow account for the benefit of the
participants. The escrow account will not be subject to any liens,
any creditor claims, any bankruptcy proceedings if the Corporation
files for bankruptcy, or any other claims against the Corporation.
Such Supplemental Investments will be transmitted to the escrow
account by the opening of business on the next business day if the
funds are received before noon, and by noon of the next business day
if the funds are received after noon.
If shares of Common Stock are not purchased within 35 days
of the receipt of a Supplemental Investment, the Bank will mail to
each participant a check in the amount of any such unapplied
Supplemental Investments, without interest. See "Purchase of Shares."
Any Supplemental Investment will be refunded if a written
request for a refund is received by the Bank no later than 48 hours
prior to the Investment Date on which the Supplemental Investment
would otherwise be invested. However, no refund of a check or money
order will be made until the funds have been actually received by the
Bank. Accordingly, such refunds may be delayed several weeks from the
original date of the request.
Investment Dates
The Plan's Investment Date is the 15th of each calendar
month or, if the 15th is not a day on which The NASDAQ Stock Market is
open for business, the next day on which it is open for business.
Payment for Dividends by the Corporation to the Bank
As and when dividends are paid on the Common Stock, the
Corporation will promptly pay to the Bank all dividends payable in
respect of all shares of Common Stock held of record by participants
in the Plan and all shares credited to participants' accounts under
the Plan, subject to any applicable tax withholding requirements. See
"Federal Income Tax Consequences."
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Purchase of Shares
On each Investment Date, the Corporation will make shares of
Common Stock available for purchase under the Plan from its authorized
but unissued shares ("Additional Shares"). Alternatively, the
Corporation may choose, in its sole discretion, that shares of Common
Stock to be purchased under the Plan will be purchased in the open
market. To the extent the Corporation is making Additional Shares
available for purchase under the Plan, the Bank will purchase such
shares from the Corporation. To the extent the Corporation is not
making Additional Shares available for purchase under the Plan, the
Agent will purchase shares of Common Stock in the open market.
For purchases made in the open market, on each Investment
Date, the Bank will pay over to the Agent the dividends received in
accordance with "Payment for Dividends by the Corporation to the Bank"
above, together with all Supplemental Investments received at least
three business days before the Investment Date. See "Payment for
Dividends by the Corporation to the Bank" and "Supplemental
Investments." The Agent will use these funds to purchase shares of
Common Stock on that Investment Date or as promptly as practicable
thereafter.
Notwithstanding the foregoing, the Corporation may not
change its determination that shares purchased under the Plan will be
purchased from Additional Shares or in the open market more than once
in any three-month period. In addition, the Corporation may not
change such determination unless the Corporation's Board of Directors
or Chief Financial Officer documents that the Corporation's need to
raise additional capital has changed, or that there is another valid
reason for such change.
If at any time the Corporation determines not to make
Additional Shares available for purchase under the Plan and the Agent
is unable to purchase shares of Common Stock in the open market (by
reason of the operation of applicable laws, the closing of the
securities markets or any other temporary curtailment or suspension of
open market purchases), neither the Corporation nor the Bank shall
have any liability to any participant arising out of the inability to
make purchases at such time. Notwithstanding the foregoing, if shares
of Common Stock are not purchased: (i) within 30 days after a
dividend payment date; or (ii) within 35 days of the receipt of a
Supplemental Investment, the Bank will mail to each participant a
check in the amount of any such unapplied cash dividends and
Supplemental Investments, without interest.
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Price of Shares
The price of all shares of Common Stock purchased with
reinvested dividends or Supplemental Investments, whether made
available by the Corporation or purchased in the open market, will be
based on the prices of the Common Stock reported on The NASDAQ Stock
Market. The price of Additional Shares purchased from the Corporation
for participants in the Plan will be the average of the high and low
prices of the Common Stock reported on the Investment Date. The
price of any shares purchased for participants in the open market
will be the average purchase price of such shares.
Allocation of Shares
Shares of Common Stock purchased with reinvested dividends
and Supplemental Investments will be allocated by the Bank among the
accounts of all participants in the Plan. The number of shares that
will be allocated to a participant's account following any Investment
Date will depend on the amount of the participant's dividends and
Supplemental Investments (if any) available for investment on such
date and the purchase price of the shares. Each participant's account
will be credited with a number of shares (including fractions computed
to three decimal places) equal to the total funds to be invested for
the participant, divided by the applicable purchase price (also
computed to three decimal places).
Costs of Participation
There are no brokerage commissions, fees or service charges
to participants in connection with purchases of shares of Common Stock
under the Plan. All costs of administration of the Plan are paid by
the Corporation. However, if a participant requests an expedited sale
of the shares credited to the participant's account upon the
participant's withdrawal from the Plan, the participant will be
required to pay a fee for administrative costs and any applicable
transfer taxes. See "Withdrawal from the Plan."
Reports to Participants
Each participant in the Plan will receive quarterly
statements of account listing all purchases credited to the
participant's account during a calendar quarter as well as cumulative
account information. These statements are a participant's record of
the costs of the purchases of Common Stock made for the participant's
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account under the Plan and should be retained for income tax purposes.
Each participant will also receive the most current Prospectus for the
Plan and all communications sent to the Corporation's shareholders,
including the Corporation's quarterly and annual reports, notices of
meetings of shareholders, proxy statements and Internal Revenue
Service information for reporting dividend income.
Issuance of Certificates to Participants
Shares of Common Stock purchased under the Plan for the
accounts of participants will be registered in the name of the Bank,
or one of its nominees. Certificates for such shares will not be
issued to participants unless requested. This custodial service will
help to protect participants against the risk of loss, theft or
destruction of stock certificates.
Certificates for any number of whole shares credited to a
participant's account under the Plan will be issued at any time upon
the participant's written request to the Bank. Any remaining whole
shares and fractions of shares will continue to be credited to the
participant's account. Certificates for fractions of shares will not
be issued under any circumstances. A participant will receive a cash
payment in lieu of any fractional share credited to the participant's
account in the event of withdrawal from or termination of the Plan.
See "Withdrawal from the Plan" and "Amendment and Termination of the
Plan."
A participant's account under the Plan will be maintained in
the name in which the participant's shares of Common Stock were
registered at the time the participant enrolled in the Plan.
Certificates issued at the participant's request will be similarly
registered, and dividends paid on shares represented by such
certificates will continue to be reinvested in accordance with the
Plan.
Shares credited to a participant's account under the Plan
may not be pledged. A participant who wishes to pledge shares
credited to the participant's account must request certificates for
such shares from the Bank.
Gift/Transfer of Shares Within the Plan
If a participant wishes to transfer the ownership of all or
part of the participant's shares held under the Plan to a Plan account
for another person, whether by gift, private sale or otherwise, the
participant may effect such transfer by mailing a properly completed
Gift/Transfer Form, along with an executed stock power and an
Authorization Form completed by the transferee to the Bank. Transfers
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of less than all of the participant's shares must be made in whole
share amounts. No fraction of a share may be transferred unless the
participant's entire account is transferred. Requests for transfer
are subject to the same requirements as for the transfer of Common
Stock certificates. Gift/Transfer Forms, Stock Power Forms and
Authorization Forms are available upon request from the Bank.
Shares so transferred will continue to be held by the Bank
under the Plan. An account will be opened in the name of the
transferee, if he or she is not already a participant, and such
transferee will automatically be enrolled in the Plan.
The transferee will receive a statement showing the number
of shares transferred to and held in the transferee's Plan account.
Sale or Transfer of Shares Registered in a Participant's Name
If a participant sells or transfers all shares of Common
Stock registered in the participant's name (those for which the
participant holds certificates), the participant will continue to be
enrolled in the Plan, and dividends on the shares credited to the
participant's account under the Plan will continue to be reinvested,
until the participant notifies the Bank that the participant wishes to
withdraw from the Plan.
Stock Dividends and Stock Splits
Any stock dividends or split shares distributed by the
Corporation on shares of Common Stock credited to a participant's
account under the Plan will be added to the participant's account.
Stock dividends or split shares distributed on shares registered in a
participant's name will be mailed directly to the participant in the
same manner as to shareholders who are not participating in the Plan.
Voting of Shares Held Under the Plan
Participants in the Plan are entitled to direct the voting
of all whole and fractional shares of Common Stock credited to their
respective accounts. Prior to each meeting of the Corporation's
shareholders, each participant in the Plan will be sent a request for
voting instructions which will enable the Participant to instruct the
Bank with respect to the voting of the participant's shares on each
matter to be considered and voted upon at such meeting. If the
request form is returned to the Bank properly signed and marked for
voting, all whole and fractional shares credited to the participant's
Plan account will be voted as marked. If no instructions are received
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on a properly signed and returned request form with respect to any
item thereon, all of such shares will be voted in accordance with the
recommendations of the Corporation's management, just as for
non-participating shareholders who return proxies and do not provide
instructions. If the request form is not returned or is returned
unsigned, none of such shares will be voted.
A participant who wishes to attend a meeting of the
Corporation's shareholders and vote shares of Common Stock credited to
the participant's Plan account in person must request a proxy from the
Bank before the meeting. The Bank's proxy will entitle the
participant to vote in person all whole shares of Common Stock
credited to the participant's Plan account.
Shares of Common Stock registered in a participant's own
name may be voted in person or by proxy in the same manner as shares
held by non-participating shareholders, and the voting of such shares
will not be affected by the foregoing voting procedures applicable to
shares held by the Bank under the Plan.
Withdrawal from the Plan
A participant may withdraw from the Plan at any time by
notifying the Bank in writing that the participant wishes to withdraw
from participation. All certificates or cash payments described below
will be sent to the withdrawing participant within 30 days from the
Bank's receipt of such notice of withdrawal.
Upon a participant's withdrawal from the Plan, the
participant will be sent a certificate for all whole shares, and a
cash payment for any fraction of a share, credited to the
participant's account under the Plan as of the date of withdrawal.
The cash payment for a fraction of a share will be computed by
multiplying the fraction by the average of the high and low prices of
the Common Stock reported on The NASDAQ Stock Market on the date of
the participant's withdrawal from the Plan.
A participant withdrawing from the Plan may request in the
notice of withdrawal to the Bank that all shares, both whole and
fractional, credited to the participant's account under the Plan be
sold by the Agent. Unless the withdrawing participant expressly
requests an expedited sale, the Bank will forward to the participant,
on the first Investment Date following the Bank's receipt of the
participant's notice of withdrawal and request for sale, a check in
the amount of the number of whole and fractional shares of Common
Stock credited to the participant's Plan account as of such Investment
Date, multiplied by the price of shares of Common Stock purchased
under the Plan on such date. If the participant expressly requests an
expedited sale, the Bank will place a sell order with the Agent for
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the account of the participant as soon as practicable after processing
the participant's request for withdrawal. Following the completion of
the sale, the Bank will forward to the participant a check in the
amount of the proceeds of the sale, less a fee of $35 to cover actual
administrative costs, and less any applicable transfer taxes payable
with respect to the sale.
Amendment and Termination of the Plan
The Corporation reserves the right to suspend, amend or
terminate the Plan at any time. All participants will receive notice
of any such suspension, amendment or termination. No suspension,
amendment or termination of the Plan will affect any previously
executed transaction.
Upon the termination of the Plan, each participant will
receive a certificate for all whole shares, and a cash payment for any
fraction of a share, credited to the participant's account under the
Plan as of the date of termination. The cash payment for a fraction
of a share will be computed by multiplying the fraction by the average
of the high and low prices of the Common Stock reported on The NASDAQ
Stock Market on the termination date. See "Withdrawal from the Plan."
Federal Income Tax Consequences
In general, a participant in the Plan will have the same
federal income tax consequences as other holders of Common Stock with
respect to dividends payable on shares credited to the participant's
Plan account and on shares held by the participant directly. Under
Internal Revenue Service rulings applicable to dividend reinvestment
plans similar to the Plan, a participant will be treated for federal
income tax purposes as having received, on each Investment Date which
includes the payment of dividends, a dividend equal to the full amount
of the cash dividend payable on such date with respect to the shares
credited to the participant's Plan account and the shares held by the
participant directly even though that amount is not actually received
by the participant in cash but, instead, is applied to the purchase of
shares for the participant's account.
In the case of shares of Common Stock purchased by the Agent
in the open market pursuant to the Plan, any brokerage commissions and
service charges paid by the Corporation in connection with any such
purchase will be treated as additional dividend income to the
participants.
The tax basis of shares acquired under the Plan will be the
purchase price for the stock plus any commissions, charges or mark-ups
paid by the Corporation in connection with shares purchased in the
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open market. For shares acquired directly from the Corporation under
the Plan, the holding period begins the day after the applicable
Investment Date. For shares acquired in the open market under the
Plan, the holding period begins on the purchase date.
A participant will not realize any taxable income upon
receipt of certificates for whole shares credited to the participant's
account under the Plan, either upon the participant's request for such
certificates or upon withdrawal from or termination of the Plan.
However, a participant who receives the proceeds of a sale of any
whole share sold for the participant upon the participant's withdrawal
from the Plan, or who receives a cash payment for a fractional share
credited to the participant's account upon withdrawal from or
termination of the Plan, will realize gain or loss measured by the
difference between the amount of the cash received and the price at
which the whole or fractional share was credited to the participant's
account. Such gain or loss will be capital in character if the whole
or fractional share was a capital asset in the hands of the
participant.
In the case of a foreign shareholder who elects to have his
or her dividends reinvested and whose dividends are subject to United
States income tax withholding, an amount equal to the dividends
payable to such shareholder, less the amount of tax required to be
withheld, will be applied to the purchase of shares of Common Stock
under the Plan.
Information for income tax purposes will be printed on all
statements of account. For further information as to the tax
consequences of participation in the Plan, participants should consult
their own tax advisers.
Responsibility of the Corporation and the Bank Under the Plan
The Corporation and the Bank, in administering the Plan,
will not be liable for any act done in good faith or for any good
faith omission to act, including without limitation any failure to
terminate a participant's account upon the participant's death prior
to receipt of written notice of such death.
Participants should recognize that neither the Corporation
nor the Bank can assure them of a profit or protect them against a
loss on the shares purchased under the Plan.
Correspondence Regarding the Plan
All correspondence regarding the Plan should be addressed
to:
-17-
OLD KENT BANK
One Vandenberg Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503
Attention: Shareholder Services
1-616-771-5482
or
1-800-652-2657 (ext. 5482)
Please refer to the Old Kent Financial Corporation Dividend
Reinvestment Plan on all correspondence.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely either
the number of shares of Common Stock that ultimately may be sold
pursuant to the Plan or the prices at which such shares will be sold.
However, the Corporation proposes to use the net proceeds from the
sale of authorized but unissued shares of Common Stock pursuant to the
Plan, when and as received, for general corporate purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (d) below and all
documents subsequently filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the termination of the offering, are incorporated by
reference in this Prospectus.
(a) The Corporation's latest annual report on Form 10-K
filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 which contains financial statements for
the Corporation's latest fiscal year for which a Form 10-K
was required to have been filed.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year covered by the annual report referred
to in (a) above.
(c) The description of the Corporation's Common Stock
which is contained in the Corporation's Registration
Statement on Form 8-B filed under the Securities Exchange
Act of 1934, including any amendment or reports filed for
the purpose of updating such description.
(d) All information included in the future in
appendixes to the Old Kent Financial Corporation Dividend
Reinvestment Plan Prospectus.
-18-
INDEMNIFICATION
The Corporation's Restated Articles of Incorporation and
Bylaws provide for indemnification by the Corporation of directors,
officers and other persons under certain conditions.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or
persons controlling the Corporation pursuant to the foregoing
provisions, the Corporation has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
-19-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses payable by the Corporation in connection with
the issuance and distribution of the securities being registered are
estimated to be:
<TABLE>
<CAPTION>
<S> <C> <C>
Registration Fee . . . . . . . . . . . . . . $ -0-
Legal Fees and Expenses. . . . . . . . . . . 1,500
Accountant's Fees and Expenses . . . . . . . 1,000
Printing Fees and Expenses . . . . . . . . . 1,000
Blue Sky Fees and Expenses . . . . . . . . . 1,000
Miscellaneous Expenses . . . . . . . . . . . 1,000
TOTAL $ 5,500
</TABLE>
Item 15. Indemnification of Directors and Officers
The Corporation is obligated under its Restated Articles of
Incorporation to indemnify a present or former director or executive
officer of the Corporation, and may indemnify any other person, to the
fullest extent now or hereafter permitted by law in connection with
any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding arising out of their past or
future service to the registrant or a subsidiary, or to another
organization at the request of the registrant or a subsidiary.
Sections 561-571 of the Michigan Business Corporation Act
contain provisions governing the indemnification of directors and
officers of Michigan corporations. The statute provides that a
corporation shall have the power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or serving
another corporation or other enterprise at the request of the
corporation, against expenses, including attorney fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders,
and, with respect to any criminal action or proceeding, had no
-20-
reasonable cause to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation or its
shareholders, or, with respect to any criminal action or proceeding,
that he had reasonable cause to believe that his conduct was unlawful.
Indemnification of expenses, including attorney fees, is
allowed in derivative actions except that no indemnification is
allowed in respect of any claim, issue or matter as to which a person
shall have been found liable to the corporation unless a court decides
indemnification is proper. To the extent a person succeeds on the
merits or otherwise, he shall be indemnified against expenses,
including attorney fees. A determination that the person to be
indemnified meets the applicable standard of conduct, if not made by a
court, shall be made by the board of directors by a majority vote of a
quorum consisting of directors who are not parties or threatened to be
made parties to the action, suit or proceeding; if such a quorum is
not obtainable, by a majority vote of a committee designated by the
board of directors consisting of two or more directors not parties or
threatened to be made parties to the action, suit or proceeding; by
independent legal counsel selected in accordance with the procedures
prescribed by the statute; or by the shareholders. Expenses may be
paid in advance upon receipt of a written affirmation from the person
to be indemnified of his belief that he has met the applicable
standard of conduct, and a written undertaking to repay the advance if
it is ultimately determined that he did not meet the applicable
standard of conduct. A corporation may purchase indemnity insurance.
The Corporation has insurance which provides liability
coverage to directors and officers of the Corporation and its
subsidiaries with respect to claims for any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect or
breach of duty by such directors or officers in the discharge of their
duties solely in their capacity as directors or officers, individually
or collectively, or any matter claimed against them solely by reason
of their being such directors or officers. This insurance contains
customary exclusions from coverage.
-21-
Item 16. Exhibits
Exhibit Number Description
4(a) Certificate of Designation, Preferences, and Rights of
Series B Preferred Stock; Rights Agreement. Previously
filed as an exhibit to the registrant's Form 8-A
registration statement filed December 20, 1988. Here
incorporated by reference.
4(b) Long-term Debt. The registrant has outstanding long-term
debt which at the time of this registration statement
does not exceed 10 percent of the registrant's total
consolidated assets. The registrant agrees to furnish
copies of the agreements defining the rights of holders
of such long-term indebtedness to the Securities and
Exchange Commission upon request.
4(c) Restated Articles of Incorporation. Previously filed as
Exhibit 3(a) to the registrant's Form 10-Q Quarterly
Report for the quarter ended March 31, 1993. Here
incorporated by reference.
4(d) Restated Bylaws Previously filed as Exhibit 3(b) to the
registrant's Form 10-K Annual Report for its fiscal year
ended December 31, 1993. Here incorporated by reference.
5 Opinion of Warner Norcross & Judd LLP as to the legality
of the securities being registered. Previously filed as
Exhibit 5 to the registrant's registration statement on
Form S-3 (Registration No. 33-33058) filed on February 8,
1990. Here incorporated by reference.
23(a) Consent of Arthur Andersen LLP. Previously filed as
Exhibit 23 to the registrant's Form 10-K for the year
ended December 31, 1994. Here incorporated by reference.
23(b) Consent of Warner Norcross & Judd LLP. (See Exhibit 5).
24 Powers of Attorney.
99(a) Authorization Form.
99(b) Form of Letter to Shareholders and Summary Brochure
Concerning the Plan.
99(c) Old Kent Financial Corporation Dividend Reinvestment
Plan. Set forth in full in the prospectus.
-22-
Item 17. Undertakings
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registrant statement:
(i) To include any prospectus required by
Section 10(a) (3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registrant statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
-23-
or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
-24-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Grand
Rapids, State of Michigan, on October 20, 1995.
OLD KENT FINANCIAL CORPORATION
By /s/ Martin J. Allen, Jr.
Martin J. Allen, Jr.
Senior Vice President, Corporate
Planning and Development and
Secretary
-25-
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Date Name and Title
October 20, 1995 */s/ John M. Bissell
John M. Bissell
Director
October 20, 1995 */s/ John D. Boyles
John D. Boyles
Director
October 20, 1995 */s/ John C. Canepa
John C. Canepa
Chairman of the Board and
Director
October 20, 1995 */s/ Richard M. DeVos, Jr.
Richard M. DeVos, Jr.
Director
October 20, 1995 */s/ James P. Hackett
James P. Hackett
Director
October 20, 1995 */s/ Erina Hanka
Erina Hanka
Director
October 20, 1995 */s/ Earl D. Holton
Earl D. Holton
Director
October 20, 1995 */s/ Michael J. Jandernoa
Michael J. Jandernoa
Director
-26-
October 20, 1995 */s/ John P. Keller
John P. Keller
Director
October 20, 1995 Jerry K. Myers
Director
October 20, 1995 */s/ William U. Parfet
William U. Parfet
Director
October 20, 1995 */s/ Percy A. Pierre
Percy A. Pierre
Director
October 20, 1995 */s/ Robert L. Sadler
Robert L. Sadler
Vice Chairman of the Board and
Director
October 20, 1995 */s/ Peter F. Secchia
Peter F. Secchia
Director
October 20, 1995 */s/ B. P. Sherwood, III
B. P. Sherwood, III
Vice Chairman of the Board,
Treasurer, and Director
October 20, 1995 */s/ David J. Wagner
David J. Wagner
President and Chief Executive
Officer, and Director (Principal
Executive Officer)
October 20, 1995 *By /s/ Martin J. Allen, Jr.
Martin J. Allen, Jr.
Attorney-in-Fact
-27-
EXHIBIT INDEX
Exhibit Number Description
4(a) Certificate of Designation, Preferences, and Rights of
Series B Preferred Stock; Rights Agreement. Previously
filed as an exhibit to the registrant's Form 8-A
registration statement filed December 20, 1988. Here
incorporated by reference.
4(b) Long-term Debt. The registrant has outstanding long-term
debt which at the time of this registration statement
does not exceed 10 percent of the registrant's total
consolidated assets. The registrant agrees to furnish
copies of the agreements defining the rights of holders
of such long-term indebtedness to the Securities and
Exchange Commission upon request.
4(c) Restated Articles of Incorporation. Previously filed as
Exhibit 3(a) to the registrant's Form 10-Q Quarterly
Report for the quarter ended March 31, 1993. Here
incorporated by reference.
4(d) Restated Bylaws Previously filed as Exhibit 3(b) to the
registrant's Form 10-K Annual Report for its fiscal year
ended December 31, 1993. Here incorporated by reference.
5 Opinion of Warner Norcross & Judd LLP as to the legality
of the securities being registered. Previously filed as
Exhibit 5 to the registrant's registration statement on
Form S-3 (Registration No. 33-33058) filed on February 8,
1990. Here incorporated by reference.
23(a) Consent of Arthur Andersen LLP. Previously filed as
Exhibit 23 to the registrant's Form 10-k for the year
ended December 31, 1994. Here incorporated by reference.
23(b) Consent of Warner Norcross & Judd LLP. (See Exhibit 5).
24 Powers of Attorney.
99(a) Authorization Form.
99(b) Form of Letter to Shareholders and Summary Brochure
Concerning the Plan.
99(c) Old Kent Financial Corporation Dividend Reinvestment
Plan. Set forth in full in the prospectus.
-28-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint JOHN C. CANEPA, MARTIN J. ALLEN, JR. and WILLIAM L. WAANDERS, or
any of them severally, his attorneys or attorney to execute in his name,
place and stead, in his capacity as director or officer or both, as the
case may be, of Old Kent Financial Corporation, a Form S-3 Registration
Statement of Old Kent Financial Corporation, and any and all amendments to
said registration statement, and to file it with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform, in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
Dated: December 18, 1989 /s/ John M. Bissell
John M. Bissell
-1-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint JOHN C. CANEPA, MARTIN J. ALLEN, JR. and WILLIAM L. WAANDERS, or
any of them severally, his attorneys or attorney to execute in his name,
place and stead, in his capacity as director or officer or both, as the
case may be, of Old Kent Financial Corporation, a Form S-3 Registration
Statement of Old Kent Financial Corporation, and any and all amendments to
said registration statement, and to file it with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform, in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
Dated: December 18, 1989 /s/ John D. Boyles
John D. Boyles
-2-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint JOHN C. CANEPA, MARTIN J. ALLEN, JR. and WILLIAM L. WAANDERS, or
any of them severally, his attorneys or attorney to execute in his name,
place and stead, in his capacity as director or officer or both, as the
case may be, of Old Kent Financial Corporation, a Form S-3 Registration
Statement of Old Kent Financial Corporation, and any and all amendments to
said registration statement, and to file it with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform, in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
Dated: December 18, 1989 /s/ John C. Canepa
John C. Canepa
-3-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint JOHN C. CANEPA, MARTIN J. ALLEN, JR. and WILLIAM L. WAANDERS, or
any of them severally, his attorneys or attorney to execute in his name,
place and stead, in his capacity as director or officer or both, as the
case may be, of Old Kent Financial Corporation, a Form S-3 Registration
Statement of Old Kent Financial Corporation, and any and all amendments to
said registration statement, and to file it with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform, in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
Dated: December 18, 1989 /s/ Earl D. Holton
Earl D. Holton
-4-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint JOHN C. CANEPA, MARTIN J. ALLEN, JR. and WILLIAM L. WAANDERS, or
any of them severally, his attorneys or attorney to execute in his name,
place and stead, in his capacity as director or officer or both, as the
case may be, of Old Kent Financial Corporation, a Form S-3 Registration
Statement of Old Kent Financial Corporation, and any and all amendments to
said registration statement, and to file it with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform, in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
Dated: December 18, 1989 /s/ John P. Keller
John P. Keller
-5-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint JOHN C. CANEPA, MARTIN J. ALLEN, JR. and WILLIAM L. WAANDERS, or
any of them severally, his attorneys or attorney to execute in his name,
place and stead, in his capacity as director or officer or both, as the
case may be, of Old Kent Financial Corporation, a Form S-3 Registration
Statement of Old Kent Financial Corporation, and any and all amendments to
said registration statement, and to file it with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform, in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
Dated: December 18, 1989 /s/ William U. Parfet
William U. Parfet
-6-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint JOHN C. CANEPA, MARTIN J. ALLEN, JR. and WILLIAM L. WAANDERS, or
any of them severally, his attorneys or attorney to execute in his name,
place and stead, in his capacity as director or officer or both, as the
case may be, of Old Kent Financial Corporation, a Form S-3 Registration
Statement of Old Kent Financial Corporation, and any and all amendments to
said registration statement, and to file it with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform, in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
Dated: December 18, 1989 /s/ Robert L. Sadler
Robert L. Sadler
-7-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint JOHN C. CANEPA, MARTIN J. ALLEN, JR. and WILLIAM L. WAANDERS, or
any of them severally, his attorneys or attorney to execute in his name,
place and stead, in his capacity as director or officer or both, as the
case may be, of Old Kent Financial Corporation, a Form S-3 Registration
Statement of Old Kent Financial Corporation, and any and all amendments to
said registration statement, and to file it with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform, in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
Dated: December 18, 1989 /s/ B. P. Sherwood, III
B. P. Sherwood, III
-8-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint MARTIN J. ALLEN, JR.; JOHN C. CANEPA; ROBERT L. SADLER; B. P.
SHERWOOD, III; DAVID J. WAGNER; and RICHARD W. WROTEN, or any of them
severally, his attorneys or attorney to execute in his name, place, and
stead, in his capacity as director or officer or both, as the case may be,
of Old Kent Financial Corporation, an amendment to the Form S-3
Registration Statement of Old Kent Financial Corporation, and any and all
other amendments to said registration statement, and to file it or them
with the Securities and Exchange Commission. Each of said attorneys shall
have the power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, and
the undersigned hereby ratifies and approves the acts of said attorneys and
each of them.
Dated: June 19, 1995 /s/ Richard M. DeVos, Jr.
Richard M. DeVos, Jr.
-9-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint MARTIN J. ALLEN, JR.; JOHN C. CANEPA; ROBERT L. SADLER; B. P.
SHERWOOD, III; DAVID J. WAGNER; and RICHARD W. WROTEN, or any of them
severally, his attorneys or attorney to execute in his name, place, and
stead, in his capacity as director or officer or both, as the case may be,
of Old Kent Financial Corporation, an amendment to the Form S-3
Registration Statement of Old Kent Financial Corporation, and any and all
other amendments to said registration statement, and to file it or them
with the Securities and Exchange Commission. Each of said attorneys shall
have the power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, and
the undersigned hereby ratifies and approves the acts of said attorneys and
each of them.
Dated: June 19, 1995 /s/ Michael J. Jandernoa
Michael J. Jandernoa
-10-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint MARTIN J. ALLEN, JR.; JOHN C. CANEPA; ROBERT L. SADLER; B. P.
SHERWOOD, III; DAVID J. WAGNER; and RICHARD W. WROTEN, or any of them
severally, his attorneys or attorney to execute in his name, place, and
stead, in his capacity as director or officer or both, as the case may be,
of Old Kent Financial Corporation, an amendment to the Form S-3
Registration Statement of Old Kent Financial Corporation, and any and all
other amendments to said registration statement, and to file it or them
with the Securities and Exchange Commission. Each of said attorneys shall
have the power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, and
the undersigned hereby ratifies and approves the acts of said attorneys and
each of them.
Dated: June 19, 1995 /s/ Percy A. Pierre
Percy A. Pierre
-11-
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint MARTIN J. ALLEN, JR.; JOHN C. CANEPA; ROBERT L. SADLER; B. P.
SHERWOOD, III; DAVID J. WAGNER; and RICHARD W. WROTEN, or any of them
severally, his attorneys or attorney to execute in his name, place, and
stead, in his capacity as director or officer or both, as the case may be,
of Old Kent Financial Corporation, an amendment to the Form S-3
Registration Statement of Old Kent Financial Corporation, and any and all
other amendments to said registration statement, and to file it or them
with the Securities and Exchange Commission. Each of said attorneys shall
have the power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, and
the undersigned hereby ratifies and approves the acts of said attorneys and
each of them.
Dated: June 19, 1995 /s/ Peter F. Secchia
Peter F. Secchia
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Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint MARTIN J. ALLEN, JR.; JOHN C. CANEPA; ROBERT L. SADLER; B. P.
SHERWOOD, III; DAVID J. WAGNER; and RICHARD W. WROTEN, or any of them
severally, his attorneys or attorney to execute in his name, place, and
stead, in his capacity as director or officer or both, as the case may be,
of Old Kent Financial Corporation, an amendment to the Form S-3
Registration Statement of Old Kent Financial Corporation, and any and all
other amendments to said registration statement, and to file it or them
with the Securities and Exchange Commission. Each of said attorneys shall
have the power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, and
the undersigned hereby ratifies and approves the acts of said attorneys and
each of them.
Dated: June 21, 1995 /s/ David J. Wagner
David J. Wagner
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Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint MARTIN J. ALLEN, JR.; JOHN C. CANEPA; ROBERT L. SADLER; B. P.
SHERWOOD, III; DAVID J. WAGNER; and RICHARD W. WROTEN, or any of them
severally, his attorneys or attorney to execute in his name, place, and
stead, in his capacity as director or officer or both, as the case may be,
of Old Kent Financial Corporation, an amendment to the Form S-3
Registration Statement of Old Kent Financial Corporation, and any and all
other amendments to said registration statement, and to file it or them
with the Securities and Exchange Commission. Each of said attorneys shall
have the power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, and
the undersigned hereby ratifies and approves the acts of said attorneys and
each of them.
Dated: June 26, 1995 /s/ James P. Hackett
James P. Hackett
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Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or
both, as the case may be, of Old Kent Financial Corporation, does hereby
appoint MARTIN J. ALLEN, JR.; JOHN C. CANEPA; ROBERT L. SADLER; B. P.
SHERWOOD, III; DAVID J. WAGNER; and RICHARD W. WROTEN, or any of them
severally, his attorneys or attorney to execute in his name, place, and
stead, in his capacity as director or officer or both, as the case may be,
of Old Kent Financial Corporation, an amendment to the Form S-3
Registration Statement of Old Kent Financial Corporation, and any and all
other amendments to said registration statement, and to file it or them
with the Securities and Exchange Commission. Each of said attorneys shall
have the power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, and
the undersigned hereby ratifies and approves the acts of said attorneys and
each of them.
Dated: June 26, 1995 /s/ Erina Hanka
Erina Hanka
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EXHIBIT 99(a)
AUTHORIZATION FOR OLD KENT FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
PLEASE READ CAREFULLY BEFORE SIGNING DIVIDEND REINVESTMENT
By completing, signing, and returning this form:
(1) You authorize Old Kent Financial Corporation (Old Kent) to pay Old
Kent Bank (the Administrator) for your account all cash dividends payable
on all shares of Old Kent Common Stock registered in your name or credited
to your account under the Dividend Reinvestment Plan, as described in the
Prospectus which you received with this form.
(2) You appoint the Administrator, under the terms and conditions of
the Dividend Reinvestment Plan, as your agent to receive all of your cash
dividends as described under Item 1 above, and to apply such dividends to
the purchase of shares of Old Kent Common Stock as provided in the Plan.
(3) You represent that your principal residence is shown below.
You agree to notify the Administrator promptly if your state or
country of residence changes.
You may revoke this authorization at any time by notifying the
Administrator in writing of your desire to terminate your participation in
the Plan.
INITIAL SUPPLEMENTAL INVESTMENT (Optional)
___ Check box if you are enclosing an initial Supplemental Investment.
By checking the above box and enclosing a check or money order, you
authorize the Administrator to treat the enclosed payment as an initial
Supplemental Investment to be used to purchase shares of Old Kent Common
Stock as provided in the Plan. You are not required to make a Supplemental
Investment now or at any other time.
Amount of check or money order enclosed (minimum $25; maximum
$5,000): $_________ (Make check or money order payable to Old Kent Bank,
Administrator for the Old Kent Financial Corporation Dividend Reinvestment
Plan.)
___ Yes, I would like to participate in the Dividend Reinvestment Plan and
hereby appoint the Administrator as my agent.
Authorized Signature(s)
__________ __________________________ _________________________________
Date Signature of Shareholder State of residence (or country of
residence if other than the
United States)
__________ __________________________ _________________________________
Date Signature of Shareholder State of residence (or country of
residence if other than the
United States)
Please print or type below information exactly as it appears on your stock
certificates, proxy or dividend check:
_____________________________________________________________________________
Name(s)(1) First Name Middle Initial Last Name (Area Code) Phone Number
_____________________________________________________________________________
Name(s)(1) First Name Middle Initial Last Name (Area Code) Phone Number
_____________________________________________________________________________
Home Address Number Street
_____________________________________________________________________________
City State Zip Code
_____________________________________________________________________________
Social Security Number(s)(1) (2)
Return this form only if you wish to join the Plan. All owners of joint
registration must sign. When signing as trustee, guardian, executor,
administrator or corporate officer, please give your full title.
THIS IS NOT A PROXY
Exhibit 99(b)
To: Old Kent Financial Corporation
Common Stock Shareholders
As a shareholder of Old Kent Financial Corporation common stock,
we are pleased to offer you this Dividend Reinvestment Plan. The Plan
provides a convenient way to increase your ownership of Old Kent common
stock without paying any brokerage commissions or service charges.
Complete details are outlined in the enclosed prospectus describing the
Plan. Please read the prospectus carefully.
If you choose to participate in the Plan, your dividends will be
automatically reinvested to purchase additional shares of Old Kent common
stock each quarter. You may also make optional cash payments to the Plan
up to $5,000 per quarter to purchase additional shares of Old Kent common
stock without incurring any brokerage commissions or service charges.
The administrator for the Plan is Old Kent Bank. If you have any
questions regarding the Plan, our address and telephone number are listed
in this brochure.
We appreciate your investment in Old Kent Financial Corporation.
Sincerely,
/s/John C. Canepa
John C. Canepa
Chairman
/s/David J. Wagner
David J. Wagner
President
BENEFITS OF THE PLAN
The Old Kent Financial Corporation Dividend Reinvestment Plan
provides a convenient and cost-effective way to increase your investment in
Old Kent Financial Corporation. The Plan offers you the following
benefits:
No Brokerage Commissions
You incur no brokerage commissions or service charges on the
reinvestment of dividends or the purchase of additional shares through the
supplemental investment feature.
Opportunity to Purchase Additional Shares
You may purchase additional shares of Old Kent common stock
through the Plan with a $25 minimum direct cash payment. You may purchase
up to $5,000 in additional shares each quarter.
Peace of Mind with Security Safekeeping
For your convenience, Old Kent Bank will hold in safekeeping the
shares it has purchased for you.
Simplified Record Keeping
You will receive a detailed quarterly statement reflecting the
number of shares held in your account, the number of shares purchased, and
the value of the dividends reinvested during the statement period.
Convenience
Reinvestment of dividends occurs automatically each quarter
without requiring any action on your part.
HOW THE PLAN WORKS
Eligibility
You must be a shareholder of record, with shares registered in
your name, to be eligible for the Plan. If you enroll in the Plan,
dividends on all shares which you hold of record will be reinvested.
Authorization
Once you have completed, signed, and returned the enclosed
Authorization Form, reinvestment of your dividends is automatic. Old Kent
Bank, on your behalf, will receive all dividends on both the shares you
hold directly and those acquired for you through the Plan.
Purchase Price of Shares
Dividends will be used to purchase Old Kent Financial Corporation
common stock at the market price reported on The NASDAQ Stock Market.
Fractional Shares
If the total of your dividends is not large enough to buy a full
additional share, your account will be credited with a fractional share,
computed to three decimal places. This feature of the Plan permits your
dividends to be fully reinvested.
Withdrawal
You may terminate your participation in the Plan at any time by
notifying Old Kent Bank in writing that you wish to withdraw from the Plan.
If you withdraw from the Plan, all whole shares credited to your
account and a cash payment for any fractional shares will be sent to you
within 30 days from our receipt of your request to withdraw from the Plan.
If you request an expedited sale, Old Kent will sell your shares promptly
and forward the proceeds, less brokerage commissions, transfer taxes, and a
$35 service charge, to you. You may rejoin the Plan at any time.
Voting Rights
You can direct the voting of all shares held in your dividend
reinvestment account. You will receive proxy materials and a request for
voting instructions prior to any shareholder meeting.
How to Participate
THIS BROCHURE SUMMARIZES THE PRINCIPAL ASPECTS OF THE PLAN.
PARTICIPATION IN THE PLAN IS OFFERED ONLY BY MEANS OF A PROSPECTUS, WHICH
ACCOMPANIES THE BROCHURE, AND WHICH DESCRIBES THE PLAN IN DETAIL. YOU
SHOULD CAREFULLY READ THE PROSPECTUS BEFORE YOU DECIDE WHETHER TO
PARTICIPATE.
After reading the prospectus, if you wish to participate in the
Plan, simply complete, sign, and return the enclosed Authorization Form.
Your participation will begin with the next dividend payment,
provided your Authorization Form is received before the next dividend
record date. A shareholder whose Authorization Form is received on or
after the record date will not participate in the Plan until the following
dividend.
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Old Kent Financial Corporation reserves the right to suspend,
amend, or terminate the Plan at any time. You will receive written notice
of any such action.
Questions concerning the Plan and requests for copies of the
Prospectus should be addressed to:
Old Kent Bank
Shareholder Services
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2495
Telephone inquiries may be made to the Bank toll-free at
(800) 652-2657, extension 5482, or at (616) 771-5482.
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