SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
OLD KENT FINANCIAL CORPORATION
(Name of Issuer)
OLD KENT FINANCIAL CORPORATION COMMON STOCK
(Title of Class of Securities)
679833103
(CUSIP Number)
Check the following box if a fee is being paid with this statement .
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 679833103 13G
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
OLD KENT FINANCIAL CORPORATION
38-1986608
2. Check the Appropriate Box if a Member of a Group* (a) X
(b)
3. SEC USE ONLY
4. Citizenship or place of Organization - MICHIGAN
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER - 1,936,217
6. SHARED VOTING POWER - 1,599,092
7. SOLE DISPOSITIVE POWER - 970,513
8. SHARED DISPOSITIVE POWER - 922,889
9. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON - 5,159,939
10. CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 - 11.4%
12. TYPE OF REPORTING PERSON* - HC
<PAGE>
CUSIP No. 679833103 13G
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
OLD KENT BANK
38-0892650
2. Check the Appropriate Box if a Member of a Group* (a) X
(b)
3. SEC USE ONLY
4. Citizenship or place of Organization - MICHIGAN
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER - 1,869,733
6. SHARED VOTING POWER - 1,599,092
7. SOLE DISPOSITIVE POWER - 968,566
8. SHARED DISPOSITIVE POWER - 909,864
9. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON - 5,037,955
10. CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 - 11.1%
12. TYPE OF REPORTING PERSON* - BK
<PAGE>
CUSIP No. 679833103 13G
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
OLD KENT BANK
36-1750540
2. Check the Appropriate Box if a Member of a Group* (a) X
(b)
3. SEC USE ONLY
4. Citizenship or place of Organization - ILLINOIS
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER - 66,484
6. SHARED VOTING POWER - 0
7. SOLE DISPOSITIVE POWER - 1,947
8. SHARED DISPOSITIVE POWER - 13,025
9. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON - 121,984
10. CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 - 0.27%
12. TYPE OF REPORTING PERSON* - BK
<PAGE>
ITEM 1 (a) Name of Issuer:
Old Kent Financial Corporation
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
One Vandenberg Center
Grand Rapids, Michigan 49503
ITEM 2 (a) Name of Persons Filing:
Old Kent Financial Corporation
Old Kent Bank (formerly Old Kent Bank and Trust Company)
Old Kent Bank
ITEM 2 (b) Address of Principal Business Office:
Old Kent Financial Corporation
One Vandenberg Center
Grand Rapids, Michigan 49503
Old Kent Bank
One Vandenberg Center
Grand Rapids, Michigan 49503
Old Kent Bank
105 South York Street
Elmhurst, Illinois 60126
ITEM 2 (c) Citizenship:
Old Kent Financial Corporation is a Michigan business corporation.
Old Kent Bank is a Michigan state banking corporation.
Old Kent Bank is an Illinois state banking corporation.
ITEM 2 (d) Title of Class of Securities:
Common Stock, $1 par value
ITEM 2 (e) CUSIP Number: 679833103
ITEM 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-1(b),
check whether the person filing is a:
(a) / / Broker or dealer registered under Section 15 of the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in Section 3(a)(19) of the
Act
(d) / / Investment Company registered under Section 8 of the
Investment Company Act,
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisors Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employment Retirement Income Security
Act of 1974 or Endowment Fund; see 13d-1(b)(ii)(F),
(g) / / Parent Holding Company, in accordance with Rule 13d-1
(b)(ii)(G); see Item 7,
(h) / X / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
ITEM 4 Ownership:
Old Kent Financial Corporation:
(a) Amount beneficially owned: 5,159,939
(b) Percent of class: 11.4%
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote: 1,936,217
(ii) shared power to vote or to direct the vote: 1,599,092
(iii) sole power to dispose or to direct the
disposition of: 968,566
(iv) shared power to dispose or to direct the
disposition of: 922,889
Shares beneficially owned by Old Kent Financial Corporation include
only shares beneficially owned by its subsidiaries, Old Kent Bank
(formerly known as Old Kent Bank and Trust Company) and Old Kent
Bank.
Old Kent Bank: (Michigan)
(a) Amount beneficially owned: 5,037,955
(b) Percent of class: 11.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,869,733
(ii) shared power to vote or to direct the vote: 1,599,092
(iii) sole power to dispose of or to direct the
disposition of: 968,566
(iv) shared power to dispose or to direct the
disposition of: 909,864
Old Kent Bank: (Illinois)
(a) Amount beneficially owned: 121,984
(b) Percent of class: .27%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 66,484
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose of or to direct the
disposition of: 1,947
(iv) shared power to dispose or to direct the
disposition of: 13,025
The filing of this schedule shall not be construed as an admission or
or evidence that the person filing is, for any purposes, including the
purposes of Section 13(d) or 13(g) of the Act, the beneficial owner
of any securities covered by this schedule.
ITEM 5 Ownership of Five Percent or Less of a Class:
Not applicable.
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person:
The securities covered by this schedule are held in trust and other
fiduciary capacities by Old Kent Bank (the Illinois bank subsidiary
of Old Kent Financial Corporation) or Old Kent Bank (the Michigan
bank subsidiary of Old Kent Financial Corporation). The right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities is held by various trusts,
grantors, beneficiaries and customers, none of whom has such right
or power with respect to more than five percent of the class of such
securities.
ITEM 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
See attached Exhibit 1.
ITEM 8 Identification and Classification of Members of the Group:
See attached Exhibit 1.
ITEM 9 Notice of Dissolution of Group:
Not applicable
ITEM 10 Certification:
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 11, 1997 OLD KENT BANK
By: /s/ E. Philip Farley
E. Philip Farley
Executive Vice President
OLD KENT FINANCIAL CORPORATION
By: /s/ E. Philip Farley
E. Philip Farley
Executive Vice President
Old Kent Bank
(Pursuant to power of attorney
filed with Amended Schedule 13G
dated February 13, 1991)
Exhibit 1
Identification of Subsidiary Item 3 Classification
Old Kent Financial Corporation Parent Holding Company,
in accordance with Rule
13d-1(b)(ii)(G)
Old Kent Bank (Michigan subsidiary) Bank, as defined in Section
3(a)(6) of the Act
Old Kent Bank (Illinois subsidiary) Bank, as defined in Section
3(a)(6) of the Act
