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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OLD KENT FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
MICHIGAN NO. 38-1986608
(State of Incorporation (IRS Employer
or Organization) Identification No.)
ONE VANDENBERG CENTER
111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49503
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), check the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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<S> <C>
Series C Preferred Stock Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On January 20, 1997, the Board of Directors of Old Kent Financial
Corporation (the "Company") declared a dividend distribution of one Right
(a "Right") for each outstanding share of the Company's common stock, $1
par value (the "Common Stock"), to shareholders of record at the close of
business on February 14, 1997. Due to subsequent automatic adjustments,
each share of Common Stock has attached to it 0.4535 of one Right as of
November 2, 1998. Each Right entitles the registered holder to purchase
from the Company a unit consisting of one one-hundredth of a share (a
"Unit") of Series C Preferred Stock, no par value (the "Preferred Stock"),
at a price of $160 per Unit (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and Old Kent Bank, as Rights
Agent.
Initially, the Rights are attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding
shares of Common Stock (the date of such announcement being the "Stock
Acquisition Date"), (ii) 10 business days following the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially owning 15% or more of the outstanding shares of Common Stock,
or (iii) 10 business days after the Company's Board of Directors
determines, pursuant to certain criteria set forth in the Rights Agreement,
that a person beneficially owning 10% or more of the outstanding shares of
Common Stock is an "Adverse Person." Until the Distribution Date, (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after February 14, 1997, will contain a
notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any certificate for Common Stock outstanding will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on February 13, 2007, unless earlier
redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. All shares
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of Common Stock issued prior to the Distribution Date will be issued with
Rights. Shares of Common Stock issued after the Distribution Date will be
issued with Rights if such shares are issued pursuant to the exercise of
stock options or under an employee benefit plan, or upon the conversion of
securities issued after adoption of the Rights Agreement. Except as
otherwise determined by the Board of Directors, no other shares of Common
Stock issued after the Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution Date,
(i) the Company is the surviving corporation in a merger with an Acquiring
Person and its Common Stock is not changed or exchanged, (ii) a Person
becomes the beneficial owner of more than 15% of the then outstanding
shares of Common Stock (except pursuant to an offer of all outstanding
shares of Common Stock that the independent Continuing Directors (defined
below) determine to be fair to and otherwise in the best interests of the
Company and its shareholders), (iii) an Acquiring Person engages in 1 or
more "self-dealing" transactions, or (iv) a person had been or was
designated as an Adverse Person under the Rights Agreement, each holder of
a Right will thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other securities of
the Company) having a value equal to 2 times the Exercise Price of the
Right. The Exercise Price is the Purchase Price multiplied by the number
of Units issuable upon the Right prior to the events described in this
paragraph. Notwithstanding any of the foregoing, following the occurrence
of any of the events set forth in this paragraph, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or Adverse Person will be null
and void. Rights are not exercisable following the occurrence of any of
the events set forth above until such time as the Rights are no longer
redeemable by the Company, as described below.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction (other than a merger described in the preceding paragraph or a
merger which follows an offer described in the preceding paragraph), or
(ii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights that previously have
been voided as set forth above) shall thereafter have the right to receive,
upon exercise, common stock of the acquiring company having a value equal
to 2 times the Exercise Price of the Right. The events set forth in this
paragraph and in the preceding paragraph are referred to as the "Triggering
Events."
The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
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reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise.
At any time until 10 days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right, payable, at the option of the Company, in cash or shares of
Common Stock. Under certain circumstances set forth in the Rights
Agreement, the decision to redeem shall require the concurrence of a
majority of the Continuing Directors. The Rights may not be redeemed
following the designation of an Adverse Person. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, with,
where required, the concurrence of the Continuing Directors, the Rights
will terminate and the only right of the holders of Rights will be to
receive the $.01 per Right redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the
Board if such person is recommended or approved by a majority of the
Continuing Directors, but shall not include an Acquiring Person, an Adverse
Person, or an affiliate or associate of an Acquiring Person or Adverse
Person, or any representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights should not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company as set forth above.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement
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may be amended by the Board (in certain circumstances, with the concurrence
of the Continuing Directors) in order to cure any ambiguity, defect or
inconsistency, to make changes that do not adversely affect the interests
of holders of Rights (excluding the interests of any Acquiring Person or
Adverse Person), or to shorten or lengthen any time period under the Rights
Agreement; PROVIDED, HOWEVER, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
The Rights Agreement, which includes as Exhibit B the form of
Rights Certificate and as Exhibit C the Summary of Rights to Purchase
Series C Preferred Stock, is incorporated by reference as an exhibit
hereto. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated herein by reference.
Item 2. EXHIBITS
EXHIBIT NUMBER DOCUMENT
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4 Form of Rights Agreement, dated as of January 20, 1997,
between Old Kent Financial Corporation and Old Kent Bank,
which includes as Exhibit B thereto the Form of Rights
Certificate. Pursuant to the Rights Agreement, Rights
Certificates will not be mailed until after the earlier of
(i) 10 days after the Stock Acquisition Date or (ii) 10
business days after the date of the commencement of a tender
offer or exchange offer by any person or group of affiliated
or associated persons, if, upon consummation thereof, such
person or group would be the beneficial owner of 15% or more
of the voting power of all outstanding shares of voting
stock of the Company, or (iii) 10 business days after the
Company's Board of Directors determines, pursuant to certain
criteria set forth in the Rights Agreement, that a person
beneficially owning 10% or more of the outstanding shares of
Common Stock is an "Adverse Person."
A "Summary of Rights to Purchase Series C Preferred Stock"
is set forth as Exhibit C to the Rights Agreement.
Previously filed as Exhibit No. 4 to the Corporation's
Registration Statement on Form 8-A dated January 21, 1997.
Here incorporated by reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: November 2, 1998 OLD KENT FINANCIAL CORPORATION
(Registrant)
By /S/ ALBERT T. POTAS
Albert T. Potas
Its Senior Vice President
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EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT
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4 Form of Rights Agreement, dated as of January 20, 1997,
between Old Kent Financial Corporation and Old Kent Bank,
which includes as Exhibit B thereto the Form of Rights
Certificate. Pursuant to the Rights Agreement, Rights
Certificates will not be mailed until after the earlier of
(i) 10 days after the Stock Acquisition Date or (ii) 10
business days after the date of the commencement of a tender
offer or exchange offer by any person or group of affiliated
or associated persons, if, upon consummation thereof, such
person or group would be the beneficial owner of 15% or more
of the voting power of all outstanding shares of voting
stock of the Company, or (iii) 10 business days after the
Company's Board of Directors determines, pursuant to certain
criteria set forth in the Rights Agreement, that a person
beneficially owning 10% or more of the outstanding shares of
Common Stock is an "Adverse Person."
A "Summary of Rights to Purchase Series C Preferred Stock"
is set forth as Exhibit C to the Rights Agreement.
Previously filed as Exhibit No. 4 to the Corporation's
Registration Statement on Form 8-A dated January 21, 1997.
Here incorporated by reference.
