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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:December 13, 1999
Old Kent Financial Corporation
(Exact name of registrant as
specified in its charter)
Michigan 0-14591 38-1986608
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification no.)
incorporation)
111 Lyon Street, N.W. 49503
Grand Rapids, Michigan (Zip Code)
(Address of principal executive offices)
Registrant's telephone number,
including area code: (616) 771-5000
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Item 5. Other Events.
On December 13, 1999, Merchants Bancorp, Inc. notified its
stockholders of its intention to convene its special meeting of stockholders at
the previously scheduled time of 9:00 a.m. (local time) on Wednesday, December
22, 1999 and then immediately adjourn such meeting to 9:00 a.m. (local time) on
Tuesday, January 4, 2000. A copy of this letter is attached as Exhibit 99.
This Form 8-K and Exhibit 99 hereto is incorporated by reference
in the Old Kent Form S-4 Registration Statement (Reg. No. 333-89245) to update
the information into prospectus and proxy statement regarding the date of
Merchants' special meeting of stockholders.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
(c) Exhibits:
99 Letter to Merchants Bancorp, Inc. Stockholders dated
December 13, 1999.
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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: December 13, 1999 OLD KENT FINANCIAL CORPORATION
(Registrant)
By: /s/ Albert T. Potas
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Albert T. Potas
Senior Vice President
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EXHIBIT INDEX
Exhibit Number Document
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99 Letter to Merchants Bancorp, Inc. Stockholders dated
December 13, 1999.
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EXHIBIT 99
[Merchants Bancorp Logo]
December 13, 1999
Dear Fellow Stockholder:
You should have recently received a Prospectus and Proxy Statement
describing the proposed merger between Merchants and Old Kent Financial
Corporation, a Michigan-based bank holding company. Due to some printing
problems, these materials were not mailed to our stockholders who hold their
shares in "street name" at the same time as these materials were mailed to our
record stockholders. Although we are confident that the original mailing is in
compliance with applicable laws, we wish to ensure that all of our stockholders
have adequate time prior to the special meeting to review the materials
describing the merger. Consequently, we plan to take no action at the December
22, 1999, meeting other than to adjourn to a later time as soon as the meeting
is called to order. The polls will remain open in the interim. We plan to
reconvene the special meeting on January 4, 2000, at the same place and time. At
this later time, we will answer all questions regarding the merger and take a
vote to approve the transaction.
Therefore, the schedule for the special meeting will be as follows:
Initial meeting which will be Reconvened meeting for stockholders'
adjourned immediately: questions and casting of votes:
December 22, 1999 January 4, 2000
9:00 a.m. (local time) 9:00 a.m. (local time)
Copley Theatre Copley Theatre
North Island Center North Island Center
8 East Galena Boulevard 8 East Galena Boulevard
Aurora, Illinois Aurora, Illinois
You should carefully review the Prospectus and Proxy Statement that you
received earlier regarding the proposed merger. Those materials describe the
merger transaction in detail and also describe instructions for you to vote for
or against the proposed merger. If you have already executed and returned your
proxy, you do not need to do anything further and your vote will be cast on
January 4, 2000, pursuant to your instructions. Of course, you may cast a later
proxy at any time prior to the reconvened meeting which will automatically void
your earlier vote and will constitute your instructions on voting on the merger.
We have enclosed an additional proxy card for that purpose. If you have not
received the Prospectus and Proxy Statement, please call Dana Hopp at
(630) 907-9000 and we will provide you with a copy. If you have any questions
regarding the merger, or if you would like to vote in person, we urge you to
attend the special meeting on January 4, 2000, at the time and location
provided.
While we certainly hope that this schedule does not inconvenience you, we
feel that the additional date is necessary to ensure that all of our
stockholders are able to make an informed decision regarding the merger. Thank
you in advance for your understanding and cooperation.
Sincerely yours,
/s/ Calvin R. Myers
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Calvin R. Myers
President and Chief Executive Officer
