OLD KENT FINANCIAL CORP /MI/, S-8, 1999-04-21

OLD KENT FINANCIAL CORP /MI/
S-8, 1999-04-21
STATE COMMERCIAL BANKS

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<PAGE>
Registration No. 333-____________
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

OLD KENT FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
__________________
MICHIGAN 38-1986608
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

111 LYON STREET, N.W., GRAND RAPIDS, MICHIGAN 49503
(Address of Principal Executive Offices) (Zip Code)

EMPLOYEE STOCK PURCHASE PLAN OF 1999
(Full Title of the Plan)

MARY E. TUUK Copies to: GORDON R. LEWIS
SENIOR VICE PRESIDENT WARNER NORCROSS & JUDD LLP
AND SECRETARY 900 OLD KENT BUILDING
OLD KENT FINANCIAL CORPORATION 111 LYON STREET, N.W.
111 LYON STREET, N.W. GRAND RAPIDS, MICHIGAN 49503-2487
GRAND RAPIDS, MICHIGAN 49503-2487
(Name and Address of Agent for Service)

(616) 771-5272
(Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED PROPOSED
SECURITIES TO BE AMOUNT TO BE MAXIMUM MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
PER SHARE <F3> OFFERING PRICE <F3>
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, 2,000,000 shares<F1> $46.1875<F2> $92,375,000<F2> $25,680.25
$1 Par Value

<PAGE>
<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein, plus such indeterminate number of additional shares
as may be authorized in the event of an adjustment as a result of an
increase in the number of issued shares of Common Stock resulting from
the payment of stock dividends or stock splits or certain other
capital adjustments.

<F2> Estimated solely for the purpose of calculating the registration fee.

<F3> On April 15, 1999, the average of the high and low prices of the
Common Stock of Old Kent Financial Corporation was $46.1875 per share.
The registration fee is computed in accordance with Rule 457(h) and
(c).
</FN>
</TABLE>
- ---------------------------------------------------------------------------

<PAGE>
PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:

(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act").

(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.

(c) The description of the Registrant's common stock, $1
par value, which is contained in the Registrant's Form 8-A
registration statement filed under the Exchange Act on November
2, 1998, including any amendment or report filed for the purpose
of updating such description.

All documents subsequently filed by the Registrant (also referred
to as "Old Kent") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that deregisters
all securities remaining unsold shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Sections 561 through 571 of the Michigan Business Corporation
Act (the "MBCA"), directors and officers of a Michigan corporation may be

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entitled to indemnification by the corporation against judgments, expenses,
fines and amounts paid by the director or officer in settlement of claims
brought against them by third persons or by or in the right of the
corporation if those directors and officers acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best interests
of the corporation or its shareholders.

Old Kent is obligated under its Restated Articles of Incorporation to
indemnify its directors and executive officers to the full extent permitted
under the MBCA. Old Kent may similarly indemnify persons who are not
directors or executive officers to the extent authorized by Old Kent's
Board of Directors.

The MBCA provides for indemnification of directors and officers if
they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of Old Kent or its shareholders (and,
if a criminal proceeding, if they had no reasonable cause to believe their
conduct was unlawful) against: (a) expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of Old
Kent) arising out of a position with Old Kent (or with some other entity at
Old Kent's request); and (b) expenses (including attorneys' fees) and
amounts paid in settlement actually and reasonably incurred in connection
with any threatened, pending or completed action, suit or proceeding by or
in the right of Old Kent, unless the director or officer is found liable to
Old Kent, provided that an appropriate court could determine that he or she
is nevertheless fairly and reasonably entitled to indemnity for reasonable
expenses incurred. The MBCA requires indemnification for expenses to the
extent that a director or officer is successful in defending against any
such action, suit or proceeding.

The MBCA generally requires that the indemnification provided for in
(a) and (b) above be made only on a determination that the director or
officer met the applicable standard of conduct by a majority vote of a
quorum of the board of directors who were not parties or threatened to be
made parties to the action, suit or proceeding, by a majority vote of a
committee of not less than two disinterested directors, by independent
legal counsel, by all independent directors not parties or threatened to be
made parties to the action, suit or proceeding, or by the shareholders. If
the articles of incorporation include a provision eliminating or limiting
the liability of a director, however, a corporation may indemnify a
director for certain expenses and liabilities without a determination that
the director met the applicable standards of conduct, unless the director
received a financial benefit to which he or she was not entitled,
intentionally inflicted harm on the corporation or its shareholders,
violated Section 551 of the MBCA, or intentionally committed a criminal

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<PAGE>
act. In connection with an action by or in the right of the corporation,
such indemnification may be for expenses (including attorneys' fees)
actually and reasonably incurred. In connection with an action, suit or
proceeding other than an action, suit or proceeding by or in the right of
the corporation, such indemnification may be for expenses (including
attorneys' fees) actually and reasonably incurred, and for judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred.

In certain circumstances, the MBCA further permits advances to cover
such expenses before a final determination that indemnification is
permissible or required, upon receipt of a written affirmation by the
director or officer of his or her good faith belief that he or she has met
the applicable standard of conduct and an undertaking, which need not be
secured and which may be accepted without reference to the financial
ability of the person to make repayment, by or on behalf of the director or
officer to repay such amounts if it shall ultimately be determined that he
or she has not met the applicable standard of conduct. If a provision in
the articles of incorporation or bylaws, a resolution of the board or
shareholders, or an agreement makes indemnification mandatory, then the
advancement of expenses is also mandatory, unless the provision, resolution
or agreement specifically provides otherwise.

Indemnification under the MBCA is not exclusive of other rights to
indemnification to which a person may be entitled under Old Kent's Restated
Articles of Incorporation, Bylaws or a contractual agreement. However, the
total amount of expenses advanced or indemnified from all sources may not
exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses. The indemnification provided
for under the MBCA continues as to a person who ceases to be a director or
executive officer.

The MBCA permits Old Kent to purchase insurance on behalf of its
directors and officers against liabilities arising out of their positions
with Old Kent, whether or not such liabilities would be within the above
indemnification provisions. Pursuant to this authority, Old Kent maintains
such insurance on behalf of its directors and officers.

Old Kent has entered into indemnity agreements with each of its
directors. The agreements provide that Old Kent will indemnify the
director, subject to certain limitations, for expenses and costs, including
the satisfaction of a judgment, fine or penalty incurred in, or in any
amount paid in settlement of, any proceeding, including a proceeding
brought by or in the name of Old Kent (such as a shareholder derivative
suit), brought by reason of the fact that the indemnitee was serving as a
director, officer, employee, agent or fiduciary of Old Kent or by reason of
any action taken by the indemnitee while serving as a director, officer,

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<PAGE>
employee, agent or fiduciary of Old Kent, or by reason of the fact that the
indemnitee was serving at the request of Old Kent in a similar capacity
with another entity, if such expenses and costs may be indemnified under
the MBCA. In accordance with Old Kent's Restated Articles and Bylaws, the
agreements are designed to provide the maximum protection allowed under
federal and Michigan law. Indemnification is dependent upon the director
meeting the applicable standards of conduct set forth in the indemnity
agreements.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits have been filed as part of this
registration statement:

EXHIBIT
NUMBER DOCUMENT

4(a) Restated Articles of Incorporation. Previously filed as Exhibit
3(1) to the Registrant's Form S-4 Registration Statement (No.
333-56209) filed June 5, 1998, and incorporated herein by
reference.

4(b) Bylaws. Previously filed as Exhibit 3(b) to the Registrant's
Form 8-K Current Report dated March 15, 1999, and incorporated
herein by reference.

4(c) Rights Agreement. Previously filed as an exhibit to the
Registrant's Form 8-A/A Registration Statement dated December 30,
1998, and incorporated herein by reference.

4(d) Certificate of Designation, Preferences, and Rights of Series C
Preferred Stock. Previously filed as an exhibit to the
Registrant's Form 8-K filed March 5, 1997, and incorporated
herein by reference.

4(e) Old Kent Financial Corporation Employee Stock Purchase Plan of
1999.

5 Opinion Regarding Legality of Securities Offered.

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<PAGE>
23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit 5 and
incorporated herein by reference.

23(b) Consent of Independent Public Auditors.

24 Powers of Attorney.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereto) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
and

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") that are incorporated by reference in
this registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

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<PAGE>
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.

(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

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<PAGE>
SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Grand Rapids,
State of Michigan, on this 20th day of April, 1999.

OLD KENT FINANCIAL CORPORATION

By /s/Mary E. Tuuk
Mary E. Tuuk
Senior Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE

*/s/Richard L. Antonini Director January 18, 1999
Richard L. Antonini

*/s/John D. Boyles Director January 18, 1999
John D. Boyles

*/s/William P. Crawford Director January 18, 1999
William P. Crawford

*/s/Richard M. DeVos, Jr. Director January 18, 1999
Richard M. DeVos, Jr.

*/s/William G. Gonzalez Director January 18, 1999
William G. Gonzalez

-8-
<PAGE>
SIGNATURE TITLE DATE

*/s/James P. Hackett Director January 18, 1999
James P. Hackett

*/s/Erina Hanka Director January 18, 1999
Erina Hanka

*/s/Michael J. Jandernoa Director January 18, 1999
Michael J. Jandernoa

*/s/Kevin T. Kabat Vice Chairman January 18, 1999
Kevin T. Kabat and Director

*/s/Fred P. Keller Director January 18, 1999
Fred P. Keller

*/s/John P. Keller Director January 18, 1999
John P. Keller

*/s/Hendrik G. Meijer Director January 18, 1999
Hendrik G. Meijer

*/s/Percy A. Pierre, Ph.D. Director January 18, 1999
Percy A. Pierre, Ph.D.

*/s/Marilyn J. Schlack Director January 18, 1999
Marilyn J. Schlack

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<PAGE>
SIGNATURE TITLE DATE

*/s/Peter F. Secchia Director January 18, 1999
Peter F. Secchia

*/s/David J. Wagner Chairman of the Board, January 18, 1999
David J. Wagner President, Chief
Executive Officer and
Director (Principal
Executive Officer)

*/s/Margaret Sellers Walker Director January 18, 1999
Margaret Sellers Walker

*/s/Robert H. Warrington Vice Chairman, Director January 18, 1999
Robert H. Warrington and Chief Financial
Officer (Principal
Financial and Accounting
Officer)

*By/s/Mary E. Tuuk April 20, 1999
Mary E. Tuuk
Attorney-in-Fact

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<PAGE>
EXHIBIT INDEX

EXHIBIT
NUMBER DOCUMENT

4(a) Restated Articles of Incorporation. Previously filed as
Exhibit 3(1) to the Registrant's Form S-4 Registration
Statement (No. 333-56209) filed June 5, 1998, and
incorporated herein by reference.

4(b) Bylaws. Previously filed as Exhibit 3(b) to the
Registrant's Form 8-K Current Report dated March 15, 1999,
and incorporated herein by reference.

4(c) Rights Agreement. Previously filed as an exhibit to the
Registrant's Form 8-A/A Registration Statement dated
December 30, 1998, and incorporated herein by reference.

4(d) Certificate of Designation, Preferences, and Rights of
Series C Preferred Stock. Previously filed as an exhibit to
the Registrant's Form 8-K filed March 5, 1997, and
incorporated herein by reference.

4(e) Old Kent Financial Corporation Employee Stock Purchase Plan
of 1999.

5 Opinion Regarding Legality of Securities Offered.

23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit 5
and incorporated herein by reference.

23(b) Consent of Independent Public Auditors.

24 Powers of Attorney.

<PAGE>
EXHIBIT 5(a) AND 23(a)

April 20, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re: OLD KENT FINANCIAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
OLD KENT FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN OF 1999

Dear Sir or Madam:

We represent Old Kent Financial Corporation, a Michigan
corporation (the "Company"), with respect to the above-captioned
registration statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933 (the "Act") to register 2,000,000
shares of the Company's common stock, $1 par value ("Common Stock").

As counsel for the Company, we are familiar with its Restated
Articles of Incorporation and Bylaws and have reviewed the various
proceedings taken by the Company to authorize the issuance of the Common
Stock to be sold pursuant to the Registration Statement. We also have
reviewed and assisted in preparing the Registration Statement. In our
review, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.

On the basis of the foregoing, we are of the opinion that, when
the Registration Statement has become effective under the Act, any and all
shares of Common Stock that are the subject of the Registration Statement
will, when issued upon payment of the purchase price therefore to the
Company, be legally issued, fully paid and nonassessable.

<PAGE>
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the Employee Stock Purchase Plan of 1999.

WARNER, NORCROSS & JUDD LLP

By:/s/Gordon R. Lewis
Gordon R. Lewis
A Partner

<PAGE>
EXHIBIT 23(b)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Old Kent Financial Corporation:

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 for the Employee
Recognition Award Plan of our report dated January 14, 1999, included in Old
Kent Financial Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
Registration Statement.

Chicago, Illinois
April 21, 1999

<PAGE>
EXHIBIT 24

LIMITED POWER OF ATTORNEY

The undersigned, in his or her capacity as director or officer, or both, as
the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, ROBERT H. WARRINGTON, MARK F. FURLONG and MARY E. TUUK,
and any of them severally, his or her attorney or attorneys with full power
of substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation relating to shares of Common Stock, $1 par value, to be issued
pursuant to the Old Kent Financial Corporation Employee Stock Purchase Plan
of 1999, any and all amendments and supplements to such Registration
Statement and post-effective amendments and supplements thereto, and to
file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.

Dated: January 18, 1999 /S/ RICHARD L. ANTONINI
Richard L. Antonini