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Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
OLD KENT FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
__________________
MICHIGAN 38-1986608
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
111 LYON STREET, N.W., GRAND RAPIDS, MICHIGAN 49503
(Address of Principal Executive Offices) (Zip Code)
OLD KENT FINANCIAL CORPORATION
EXECUTIVE STOCK INCENTIVE PLAN OF 1997
(Full Title of the Plan)
WILLIAM L. SANDERS Copies to: GORDON R. LEWIS
SENIOR EXECUTIVE VICE PR WARNER NORCROSS & JUDD LLP
AND CHIEF FINANCIAL OFFICER 900 OLD KENT BUILDING
OLD KENT FINANCIAL CORPORATION 111 LYON STREET, N.W.
111 LYON STREET, N.W. GRAND RAPIDS, MICHIGAN 49503-2487
GRAND RAPIDS, MICHIGAN 49503-2487
(Name and Address of Agent for Service)
(616) 771-5808
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share<F3> Offering Price<F3> Registration Fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares<F1> $66.06<F2> $66,060,000<F2> $20,018.19
$1 Par Value
<FN>
<F1> Plus an indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
<PAGE>
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain
other capital adjustments.
<F2> Estimated solely for the purpose of calculating the registration fee.
<F3> On November 7, 1997, the average of the high and low prices of the
Common Stock of Old Kent Financial Corporation was $66.06 per share.
The registration fee is computed in accordance with Rule 457(h) and
(c).
</FN>
</TABLE>
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.
(c) The description of the Registrant's common stock, $1
par value, which is contained in the Registrant's Form 8-B
registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant (also referred
to as "Old Kent") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that deregisters
all securities remaining unsold shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Sections 561-571 of the Michigan Business Corporation Act
(the "Michigan Act"), directors and officers of a Michigan corporation may
be entitled to indemnification by the corporation against judgments,
expenses, fines and amounts paid by the director or officer in settlement
of claims brought against them by third persons or by or in the right of
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the corporation if those directors and officers acted in good faith and in
a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation or its shareholders.
Old Kent is obligated under its Restated Articles of
Incorporation to indemnify its directors and executive officers to the full
extent permitted under the Michigan Act. Old Kent may similarly indemnify
persons who are not directors or executive officers to the extent
authorized by the board of directors of Old Kent.
The Michigan Act provides for indemnification of directors and
officers if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of Old Kent or its
shareholders (and, if a criminal proceeding, if they had no reasonable
cause to believe their conduct was unlawful) against: (i) expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred in connection with any
threatened, pending or completed action, suit or proceeding (other than an
action by, or in the right of, Old Kent) arising out of a position with Old
Kent (or with some other entity at Old Kent's request); and (ii) expenses
(including attorneys' fees) and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit or proceeding by or in the right of Old Kent, unless the
director or officer is found liable to Old Kent, provided that an
appropriate court could determine that he or she is nevertheless fairly and
reasonably entitled to indemnity for reasonable expenses incurred. The
Michigan Act requires indemnification for expenses to the extent that a
director or officer is successful in defending against any such action,
suit or proceeding, and otherwise requires in general that the
indemnification provided for in (i) and (ii) above be made only on a
determination that the director or officer met the applicable standard of
conduct by a majority vote of a quorum of the board of directors who were
not parties or threatened to be made parties to the action, suit or
proceeding, by a majority vote of a committee of not less than two
disinterested directors, by independent legal counsel, by all "independent
directors" not parties or threatened to be made parties to the action, suit
or proceeding, or by the shareholders.
In certain circumstances, the Michigan Act further permits
advances to cover such expenses before a final determination that
indemnification is permissible or required, upon receipt of a written
affirmation by the director or officer of his or her good faith belief that
he or she has met the applicable standard of conduct and an undertaking,
which need not be secured, by or on behalf of the director or officer to
repay such amounts if it shall ultimately be determined that he or she has
not met the applicable standard of conduct.
Indemnification under the Michigan Act is not exclusive of other
rights to indemnification to which a person may be entitled under Old
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Kent's Restated Articles of Incorporation, Bylaws or a contractual
agreement. However, the total amount of expenses advanced or indemnified
from all sources may not exceed the amount of actual expenses incurred by
the person seeking indemnification or advancement of expenses. The
indemnification provided for under the Michigan Act continues as to a
person who ceases to be a director or executive officer.
The Michigan Act permits Old Kent to purchase insurance on behalf
of its directors and officers against liabilities arising out of their
positions with Old Kent, whether or not such liabilities would be within
the above indemnification provisions. Pursuant to this authority, Old Kent
maintains such insurance on behalf of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits have been filed as part of this
registration statement:
EXHIBIT
NUMBER DOCUMENT
4(a) The Corporation's Restated Articles of Incorporation,
previously filed as Exhibit 3(a) to the Registrant's
Quarterly Report on Form 10-Q for the period ended March 31,
1993, are incorporated herein by reference.
4(b) The Corporation's Bylaws, previously filed as Exhibit 3(b) to the
Registrant's Form 8-K filed February 23, 1996, are incorporated
herein by reference.
4(c) The Old Kent Financial Corporation Executive Stock Incentive Plan
of 1997. Previously filed as Appendix B to Old Kent's Definitive
Proxy Statement filed in connection with the Annual Meeting of
Shareholders held on April 21, 1997. Here incorporated by reference.
5 Opinion Regarding Legality of Securities Offered.
23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit 5
and incorporated herein by reference.
23(b) Consent of Independent Auditors.
24 Powers of Attorney.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(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 thereto) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration 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 by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be
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a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Grand Rapids, State of Michigan,
on this 30th day of October, 1997.
OLD KENT FINANCIAL CORPORATION
By /s/William L. Sanders*
William L. Sanders
Senior Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/Richard L. Antonini* Director October 30, 1997
Richard L. Antonini
/s/John M. Bissell* Director October 30, 1997
John M. Bissell
/s/John D. Boyles* Director October 30, 1997
John D. Boyles
/s/William P. Crawford* Director October 30, 1997
William P. Crawford
/s/Dick DeVos* Director October 30, 1997
Dick DeVos
/s/William G. Gonzalez* Director October 30, 1997
William G. Gonzalez
/s/James P. Hackett* Director October 30, 1997
James P. Hackett
/s/Erina Hanka* Director October 30, 1997
Erina Hanka
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SIGNATURE TITLE DATE
/s/Earl D. Holton* Director October 30, 1997
Earl D. Holton
/s/Robert L. Hooker* Director October 30, 1997
Robert L. Hooker
/s/Michael J. Jandernoa* Director October 30, 1997
Michael J. Jandernoa
/s/Fred P. Keller* Director October 30, 1997
Fred P. Keller
/s/John P. Keller* Director October 30, 1997
John P. Keller
/s/Hendrik G. Meijer* Director October 30, 1997
Hendrik G. Meijer
/s/Percy A. Pierre, Ph.D.* Director October 30, 1997
Percy A. Pierre, Ph.D.
/s/Patrick M. Quinn* Director October 30, 1997
Patrick M. Quinn
/s/Robert L. Sadler* Director October 30, 1997
Robert L. Sadler
/s/William L. Sanders* Senior Executive Vice October 30, 1997
William L. Sanders President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
/s/Marilyn J. Schlack* Director October 30, 1997
Marilyn J. Schlack
/s/Peter F. Secchia* Director October 30, 1997
Peter F. Secchia
/s/B. P. Sherwood, III.* Executive Vice President, October 30, 1997
B. P. Sherwood, III. Treasurer and Director
/s/David J. Wagner* President, Chief Executive October 30, 1997
David J. Wagner Officer and Director
(Principal Executive Officer)
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SIGNATURE TITLE DATE
/s/Margaret Sellers Walker* Director October 30, 1997
Margaret Sellers Walker
*By /s/Albert T. Potas October 30, 1997
Albert T. Potas
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
4(a) The Corporation's Restated Articles of
Incorporation, filed as Exhibit 3(a)
to the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1993,
are incorporated herein by reference.
4(b) The Corporation's Bylaws, filed as Exhibit 3(b)
to the Registrant's Form 8-K filed
February 23, 1996, are incorporated herein by
reference.
4(c) The Old Kent Financial Corporation Executive Stock
Incentive Plan of 1997. Previously filed as Appendix B
to Old Kent's Definitive Proxy Statement filed in
connection with the Annual Meeting of Shareholders held
on April 21, 1997. Here incorporated by reference.
5 Opinion Regarding Legality of Securities Offered.
23(a) Consent of Warner Norcross & Judd LLP--Included
in Exhibit 5 and incorporated herein by reference.
23(b) Consent of Independent Auditors.
24 Powers of Attorney.
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EXHIBIT 5(a) AND 23(a)
October 30, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Old Kent Financial Corporation
Registration Statement on Form S-8
Old Kent Financial Corporation
EXECUTIVE STOCK INCENTIVE PLAN OF 1997
Dear Sir or Madam:
We represent Old Kent Financial Corporation, a Michigan
corporation (the "Company"), with respect to the above-captioned
registration statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933 (the "Act") to register 1,000,000
shares of the Company's common stock, $1 par value ("Common Stock").
As counsel for the Company, we are familiar with its Restated
Articles of Incorporation and Bylaws and have reviewed the various
proceedings taken by the Company to authorize the issuance of the Common
Stock to be sold pursuant to the Registration Statement. We have also
reviewed and assisted in preparing the Registration Statement. In our
review, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
On the basis of the foregoing, we are of the opinion that when
the Registration Statement has become effective under the Act, any and all
shares of Common Stock that are the subject of the Registration Statement
will, when issued upon payment of the purchase price therefore to the
Company, be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the Executive Stock Incentive Plan of 1997.
Very truly yours,
WARNER, NORCROSS & JUDD LLP
By:/S/GORDON R. LEWIS
Gordon R. Lewis
A Partner
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 20, 1997, included in Old Kent Financial Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this Registration Statement.
/S/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
October 30, 1997
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 20, 1997, included in Old Kent Financial Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this Registration Statement.
/S/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
October 30, 1997
