<PAGE>
Registration No. 33-____________
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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 issuer 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, Grand Rapids, Michigan 49503
(Address of principal executive offices, zip code)
OLD KENT DEFERRED COMPENSATION PLAN
(Full title of the plan)
ALBERT T. POTAS Copies to: GORDON R. LEWIS
SENIOR VICE PRESIDENT WARNER NORCROSS & JUDD LLP
AND CONTROLLER 900 OLD KENT BUILDING
OLD KENT FINANCIAL CORPORATION 111 LYON STREET, N.W.
ONE VANDENBERG CENTER GRAND RAPIDS, MICHIGAN 49503-2487
GRAND RAPIDS, MICHIGAN 49503-2487
(Name and address of agent for service)
(616) 771-1931
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
DEFERRED $3,000,000 N.A. $3,000,000.00 $909.10
COMPENSATION
OBLIGATIONS
</TABLE>
Page 1
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<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
TO PRIOR REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of
registering $3,000,000 of additional Deferred Compensation Obligations by
Old Kent Financial Corporation (the "Registrant") for use in connection
with the Old Kent Deferred Compensation Plan. In accordance with General
Instruction E to Form S-8, the Registrant incorporates by reference the
contents of the Registrant's Registration Statement on Form S-8, file No.
33-52885, filed on March 30, 1994.
EXHIBITS SCHEDULE
Exhibit
5 Opinion of Counsel
23(a) Consent of Independent Public Accountants
23(b) Consent of Counsel (Contained in the Opinion filed as Exhibit 5
to this Registration Statement)
24 Powers of Attorney
<PAGE>
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 the 23rd day of January, 1997.
OLD KENT FINANCIAL CORPORATION
By /S/ ALBERT T. POTAS
Albert T. Potas
Senior Vice President and Controller
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:
SIGNATURE TITLE DATE
/S/ JOHN M. BISSELL Director January 23, 1997
John M. Bissell
/S/ JOHN D. BOYLES Director January 23, 1997
John D. Boyles
/S/ DICK DEVOS Director January 23, 1997
Dick DeVos
/S/ JAMES P. HACKETT Director January 23, 1997
James P. Hackett
/S/ ERINA HANKA Director January 23, 1997
Erina Hanka
__________________________ Director ________, 1997
Earl D. Holton
/S/ MICHAEL J. JANDERNOA Director January 23, 1997
Michael J. Jandernoa
/S/ JOHN P. KELLER Director January 23, 1997
John P. Keller
<PAGE>
SIGNATURE TITLE DATE
__________________________ Director ________, 1997
William U. Parfet
__________________________ Director ________, 1997
Percy A. Pierre, Ph.D.
/S/ ROBERT L. SADLER Director January 23, 1997
Robert L. Sadler
/S/ PETER F. SECCHIA Director January 23, 1997
Peter F. Secchia
/S/ B. P. SHERWOOD, III Executive Vice President, January 23, 1997
B. P. Sherwood, III. Treasurer and Director
(Principal Financial
Officer)
/S/ DAVID J. WAGNER President, Chief Executive January 23, 1997
David J. Wagner Officer and Director
(Principal Executive
Officer)
/S/ ALBERT T. POTAS Senior Vice President and January 23, 1997
Albert T. Potas Controller (Principal
Accounting Officer)
*By /S/ ALBERT T. POTAS January 23, 1997
Albert T. Potas
Attorney-in-Fact
<PAGE>
EXHIBIT LIST
PAGE
NUMBER
5 Opinion of Counsel --
23(a) Consent of Independent Public Accountants --
23(b) Consent of Counsel (Contained in the Opinion filed as
Exhibit 5 to this Registration Statement) --
24 Powers of Attorney --
<PAGE>
EXHIBIT 5 AND 23(b)
WARNER NORCROSS & JUDD LLP
ATTORNEYS AT LAW
900 OLD KENT BUILDING
111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49503-2489
TELEPHONE (616) 752-2000
FAX (616) 752-2500
January 24, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: OLD KENT FINANCIAL CORPORATION
OLD KENT DEFERRED COMPENSATION PLAN
Dear Ladies and Gentlemen:
As general counsel for Old Kent Financial Corporation, a Michigan
corporation (hereinafter called the "Company"), we have examined and are
familiar with the Company's Restated Articles of Incorporation, Bylaws, and
other corporate records and documents and have made such further
examination as we have deemed necessary or advisable in order to enable us
to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing
under the laws of the State of Michigan.
2. The Deferred Compensation Obligations of the Company under
the Plan, when incurred in the manner described in its Form S-8
Registration Statement, are and will be legally issued, fully paid, non-
assessable, binding obligations of the Company. It is further our opinion
that the provisions of the Plan comply with all requirements of the
Employee Retirement Income Security Act of 1974, as amended, pertaining to
such provisions.
<PAGE>
We hereby consent to the filing of this opinion and consent as an
exhibit to the Registration Statement on Form S-8 covering the Deferred
Compensation Obligations to be issued pursuant to the Old Kent Deferred
Compensation Plan.
WARNER NORCROSS & JUDD LLP
By /S/ GORDON R. LEWIS
Gordon R. Lewis
A Partner
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated January 15,
1996, included in Old Kent Financial Corporation's Form 10-K for the year
ended December 31, 1995, and to all references to our firm included in this
Registration Statement.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
January 21, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 20, 1997 /S/ JOHN M. BISSELL
John M. Bissell
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 20, 1997 /S/ JOHN D. BOYLES
John D. Boyles
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 20, 1997 /S/ DICK DEVOS
Dick DeVos
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 20, 1997 /S/ JAMES P. HACKETT
James P. Hackett
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 20, 1997 /S/ ERINA HANKA
Erina Hanka
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
__________, 1997 ________________________________________
Earl D. Holton
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 20, 1997 /S/ MICHAEL J. JANDERNOA
Michael J. Jandernoa
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 20, 1997 /S/ JOHN P. KELLER
John P. Keller
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
__________, 1997 ________________________________________
William U. Parfet
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
__________, 1997 ________________________________________
Percy A. Pierre, Ph.D.
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 20, 1997 /S/ ROBERT L. SADLER
Robert L. Sadler
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 20, 1997 /S/ PETER F. SECCHIA
Peter F. Secchia
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 20, 1997 /S/ B. P. SHERWOOD, III
B. P. Sherwood, III
Executive Vice President, Treasurer and
Director (Principal Financial Officer)
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 20, 1997 /S/ DAVID J. WAGNER
David J. Wagner
President, Chief Executive Officer and
Director (Principal Executive Officer)
<PAGE>
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, B.P. SHERWOOD, III., ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Deferred Compensation Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
January 21, 1997 /S/ ALBERT T. POTAS
Albert T. Potas
Senior Vice President and Controller
(Principal Accounting Officer)
