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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: October 1, 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
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Item 5. OTHER EVENTS.
On October 1, 1998, Old Kent Financial Corporation, a Michigan
corporation ("Old Kent"), completed its acquisition of First Evergreen
Corporation, a Delaware corporation ("First Evergreen"), pursuant to the
terms of an Agreement and Plan of Merger dated as of April 21, 1998. As a
result of the Merger, each outstanding share of First Evergreen's common
stock, par value $25 per share, is to be converted into the right to receive
32.0312 shares of common stock of Old Kent, par value $1 per share. It is
intended that the Merger will be treated as a pooling-of-interests for
accounting and financial reporting purposes.
A copy of a Press Release, dated October 1, 1998, issued by Old
Kent relating to the merger is attached as Exhibit 99.1 and is incorporated
herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS.
(c) Exhibits:
2.1 AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 21, 1998, BY
AND BETWEEN OLD KENT FINANCIAL CORPORATION AND FIRST
EVERGREEN CORPORATION. Previously filed as Exhibit 2.1 to
Old Kent's Form 8-K filed April 24, 1998. Here incorporated
by reference.
99.1 OLD KENT PRESS RELEASE DATED OCTOBER 1, 1998.
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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: October 1, 1998 OLD KENT FINANCIAL CORPORATION
(Registrant)
By: /s/Albert T. Potas
Albert T. Potas
Senior Vice President
and Controller
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EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT
2.1 AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 21, 1998, BY
AND BETWEEN OLD KENT FINANCIAL CORPORATION AND FIRST
EVERGREEN CORPORATION. Previously filed as Exhibit 2.1 to
Old Kent's Form 8-K filed April 24, 1998. Here incorporated
by reference.
99.1 OLD KENT PRESS RELEASE DATED APRIL 22, 1998.
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EXHIBIT 99
OLD KENT
NEWS RELEASE
NASDAQ: OKEN
FOR RELEASE: IMMEDIATE
DATE: October 1, 1998
CONTACTS: Old Kent Financial Corporation
Mark F. Furlong (Analyst) 616-771-4965
Albert T. Potas (Analyst) 616-771-1931
Richard Arasmith (Media) 708-482-5910
OLD KENT COMPLETES ACQUISITION OF FIRST EVERGREEN
Grand Rapids, Michigan - David J. Wagner, President and CEO of Old Kent
Financial Corporation, announced today that Old Kent completed its
acquisition of First Evergreen Corporation, effective October 1, 1998.
First Evergreen is a bank holding company headquartered in Evergreen
Park, Illinois, with assets of $1.9 billion and deposits of $1.7 billion as
of June 30, 1998. It is the parent of First National Bank of Evergreen
Park. First Evergreen operates 8 banking offices in Cook County.
The acquisition doubles Old Kent's deposit market share in the greater
Chicagoland area. Wagner stated, "We look forward to continuing First
Evergreen's tradition of quality customer service and are excited to bring
an even broader array of products to our new customers at First Evergreen."
First Evergreen shareholders received 32.0312 shares of Old Kent stock
for each outstanding share of First Evergreen common stock, for a total
value of over $400 million.
Old Kent also noted that its stock repurchase program would be
unaffected by the acquisition. Under this program, shares intended for
anticipated future stock dividends are reacquired ratably on a quarterly
basis. Also, shares intended for reissue in connection with dividend
reinvestment and employee stock plans are reacquired quarterly as needed to
maintain shares reserved for those purposes at a level consistent with
anticipated permissible needs.
Old Kent Financial Corporation is bank holding company headquartered
in Grand Rapids, Michigan. It operates over 220 full service offices in
Michigan, Illinois and Indiana, and over 125 mortgage lending sites throughout
the United States. Effective with the acquisition, Old Kent has total
assets of over $15 billion.
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OLD KENT
FINANCIAL CORPORATION
OLD KENT FINANCIAL CORPORATION (OKEN)
COMPLETES ACQUISITION OF
FIRST EVERGREEN CORPORATION (FIVR)
[MAP OF OLD KENT BRANCH LOCATIONS AND
FIRST NB OF EVERGREEN PARK LOCATIONS]
- First Evergreen Corporation adds 8 branches in southwestern Chicago.
The bank provides its services primarily to three communities;
Evergreen Park, Oak Lawn and Orland Park.
- Old Kent Financial Corporation is headquartered in Grand Rapids,
Michigan. It operates over 220 full service offices in Michigan,
Illinois and Indiana, and over 125 mortgage lending sites throughout
the United States. The company's non-banking subsidiaries participate
in investment services, brokerage services, leasing services and
insurance services. Effective with the acquisition, Old Kent has
total assets of over $15 billion.
TRANSACTION SUMMARY
- The effective date of the transaction is October 1, 1998.
- The acquisition doubles Old Kent's deposit market share in the Chicago
area.
- Old Kent ranks #1 in deposit market share in three communities:
Evergreen Park, Oak Lawn and Orland Park.
- Shareholders of First Evergreen received 12.8 million shares of Old
Kent common stock, based on an exchange ratio of 32.0312 for each
First Evergreen share. The transaction will be accounted for as a
pooling of interest.
- Old Kent expects the merger to be accretive by 3% to 1999 earnings
- Estimated annual cost savings of $12 million, equal approximately 30%
of First Evergreen's non-interest expense.
- Old Kent expects to incur a $25 million pre-tax restructuring and
merger related charge which is approximately 5.7% of the total
acquisition price.
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- First Evergreen contribution:
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<S> <C> <C> <C> <C>
Percent of earnings (including cost savings): 12.5% Percent of shares outstanding: 12.0%
Percent of combined assets: 12.3% Percent of combined equity: 17.2%
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- Immediate increase to Old Kent book value per share is expected to be
$0.64.
Forward Looking Statements
This news release contains certain estimates and projections regarding each
of Old Kent Financial Corporation and First Evergreen Corporation and the
combined company following the merger, including estimates and projections
relating to cost savings, revenue enhancements and accretion that may be
realized from the merger, and certain merger-related charges expected to be
incurred in connection with the transaction. These estimates and
projections constitute forward-looking statements which involve significant
risks and uncertainties. Actual results may differ materially from the
results discussed in these forward-looking statements. Internal and
external factors that might cause such a difference include, but are not
limited to: (1) expected cost savings from the merger might not be fully
realized or realized within the expected time frame; (2) revenues following
the merger may be lower than expected; (3) competitive pressures among
depository institutions may increase significantly; (4) costs or
difficulties related to the integration of the business may be encountered;
(5) changes in the interest rate environment may reduce net interest
income; (6) general economic conditions may deteriorate, either nationally
or in the states in which the combined company will be doing business; and
(7) legislation or regulatory changes may adversely affect the businesses
in which the combined company would be engaged.
