<PAGE>
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 9, 1998
OLD KENT FINANCIAL CORPORATION
(Exact name of registrant as
specified in its charter)
MICHIGAN 0-12216 38-1986608
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification no.)
incorporation)
111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49503
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (616) 771-5000
===========================================================================
<PAGE>
Item 5. OTHER EVENTS.
Old Kent Financial Corporation ("Old Kent") acquired First
Evergreen Corporation ("First Evergreen"), a Delaware corporation with
headquarters in Evergreen Park, Illinois, in a transaction that was
effective as of October 1, 1998. In the transaction, First Evergreen
merged with and into Old Kent. All outstanding shares of First Evergreen
were converted into Old Kent common stock, except for insignificant cash
payments for fractional shares. Old Kent will account for the acquisition
as a pooling-of-interests.
ASR 135, as interpreted by SAB 65, indicates that no affiliate of
either combining company may reduce its risks relating to its common
shareholder position during a period ending when financial results
including at least 30 days of post-merger combined operations have been
published. This Form 8-K is filed for the purpose of publishing combined
operating results to satisfy this provision. The following is a combined,
condensed unaudited statement of the results of operations of Old Kent
Financial Corporation and its subsidiaries for the month ended October 31,
1998.
Pre-tax income includes $28.5 million of one-time restructuring
costs, credit loss provisions, and other merger-related charges. These
charges result in a $19.7 million negative impact to net income. Operating
results for the one month period ended October 31, 1998 are not necessarily
indicative of the results that may be expected for the three-month period
or the year ended December 31, 1998.
The following statement does not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. For further information, reference should
be made to the consolidated financial statements and footnotes included in
Old Kent Financial Corporation's annual report on Form 10-K for the year
ended December 31, 1997, and its quarterly report on Form 10-Q for the
quarter ended June 30, 1998.
-2-
<PAGE>
<TABLE>
OLD KENT FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<CAPTION>
FOR THE
MONTH ENDED
(IN THOUSANDS OF DOLLARS) OCTOBER 31, 1998
----------------
<S> <C> <C>
Interest Income $96,560
Interest Expense 46,618
-------
Net Interest Income 49,942
-------
Provision for Loan Losses 5,948
-------
Net Interest Income After Provision 43,995
-------
Other Income:
Mortgage Banking Revenues 11,836
Investment Management & Trust Revenues 5,943
Deposit Account Revenues 4,836
Other Income 6,347
-------
Total Other Income 28,962
-------
Other Expenses:
Salary and Benefits Expense 28,849
Occupancy & Equipment 6,714
Other Expenses 39,952
-------
Total Other Expenses 75,515
-------
Income before Taxes (2,558)
Income Taxes (58)
-------
Net income $(2,500)
=======
</TABLE>
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: November 9, 1998 OLD KENT FINANCIAL CORPORATION
(Registrant)
By: /S/ ALBERT T. POTAS
Albert T. Potas
Senior Vice President
-4-