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Previous: FECHTOR DETWILER MITCHELL & CO, 3, 1999-10-18 |
Next: OLD KENT FINANCIAL CORP /MI/, S-3, 1999-10-18 |
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OLD KENT FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Michigan
(State or Other Jurisdiction of Incorporation or Organization) |
38-1986608
(I.R.S. Employer Identification Number) |
| Mary E. Tuuk
Senior Vice President and Secretary Old Kent Financial Corporation 111 Lyon Street, N.W. Grand Rapids, Michigan 49503 (616) 771-5272 |
Copies of
Communications to: |
Gordon R. Lewis
Warner Norcross & Judd LLP 900 Old Kent Building 111 Lyon Street, N.W. Grand Rapids, Michigan 49503 (616) 752-2752 |
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the
public:
As soon as practicable after this Registration Statement
becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ___________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ___________________
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
|
Title of Shares
|
Amount to be
|
Offering Price Per Share(1) |
Aggregate Offering Price(1) |
Amount of
|
$1 Par Value(2) |
| (1) | On October 11, 1999, the average of the high and low prices of the Common Stock of Old Kent Financial Corporation on the New York Stock Exchange was $38.9375 per share. The registration fee is computed in accordance with Rule 457(c). |
| (2) | Includes the Series C Preferred Stock Purchase Rights (the "Rights") attached to each share of Common Stock. Until the occurrence of certain prescribed events, the Rights are not exercisable, are evidenced by the certificate representing the Registrant's Common Stock, and may be transferred only with such shares of the Registrant's Common Stock. |
| (3) | In addition, pursuant to Rule 416, this registration statement also covers 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. |
| (4) | Estimated solely for the purpose of calculating the registration fee. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
Old Kent Financial Corporation is pleased to offer individuals the opportunity to participate in OK Invest Direct, a convenient and low cost stock purchase program. OK Invest Direct is available for new investors to make an initial investment in Old Kent common stock, and for existing investors of Old Kent's dividend reinvestment plan to increase their holdings of Old Kent common stock. If you are currently enrolled in our dividend reinvestment plan you are automatically enrolled in OK Invest Direct. Old Kent's common stock is traded on the New York Stock Exchange under the trading symbol "OK."
Program highlights include:
| • | Reinvest all, or a portion of your Old Kent dividends | |
| • | Purchase Old Kent common stock through a convenient, low-cost method | |
| • | Build your investment over time, starting with as little as $250 | |
| • | Purchase shares either directly through the Internet or by check, money order or bank draft | |
| • | Authorize automatic monthly investments in Old Kent common stock from your checking or savings account | |
| • | Invest up to $100,000 per year ($25,000 per quarter) | |
This prospectus relates to an offering of 500,000 shares of Old Kent common stock, par value $1 per share, to be offered for purchase under OK Invest Direct.
Shares purchased under OK Invest Direct may be newly issued shares or shares purchased for participants in the open market, at our option. Newly issued shares will be purchased at a price equal to the average of the high and low prices of Old Kent common stock in transactions reported on the New York Stock Exchange on the investment date. Shares purchased for participants in the program in the open market will be purchased at the market price of the common stock on the New York Stock Exchange.
Old Kent is a regional bank holding company offering a wide range of financial services. Our principal executive offices are located at One Vandenberg Center, 111 Lyon Street, N.W., Grand Rapids, Michigan 49503.
Please read this prospectus carefully and retain it and any future investment statements for future reference. If you have any questions about OK Invest Direct, please call Old Kent Bank, the Program Administrator, toll free at 1-800-652-2657 (ext. 771-5482), 24 hours a day, seven days a week. Customer service representatives are available between the hours of 9:00 A.M. and 5:00 P.M. Eastern Time, Monday through Friday.
Our common stock is not the obligation of or guaranteed or endorsed by any bank. It does not constitute a bank deposit. It is not federally insured or protected by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other governmental agency. Investment in our common stock, as with any investment in common stock, involves investment risks, including the risk of possible loss of value.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is ___________, 1999.
| THE COMPANY | 4 |
| INFORMATION ABOUT OK INVEST DIRECT | 4 |
| 1. | What is OK Invest Direct? | 4 | |
| 2. | What options are available under the program? | 4 | |
| 3. | Who is the Program Administrator? | 5 | |
| 4. | Who is the independent agent? | 5 | |
| 5. | Who is eligible to participate in OK Invest Direct? | 5 | |
| 6. | Can non-U.S. citizens participate in OK Invest Direct? | 5 | |
| 7. | I am an Old Kent shareholder of record. How do I enroll in OK Invest Direct? | 6 | |
| 8. | I already own shares, but they are held by my bank or broker and registered in "street name." How can I participate in the program? | 6 | |
| 9. | I am not currently a Old Kent shareholder. How do I enroll in the program? | 6 | |
| 10. | Are there fees associated with participation? | 6 | |
| 11. | May I elect full or partial reinvestment of my shares? | 7 | |
| 12. | What are my dividend reinvestment options? | 7 | |
| 13. | When will my dividend reinvestment begin? | 8 | |
| 14. | How do I make an additional investment? | 8 | |
| 15. | What are the minimum and maximum amounts for additional investments? | 9 | |
| 16. | What transactions can I conduct through StockPower's online services? | 10 | |
| 17. | When will shares be purchased under the program? | 10 | |
| 18. | At what price will shares be purchased? | 11 | |
| 19. | How are shares allocated under OK Invest Direct? | 11 | |
| 20. | Will fractional shares be purchased? | 12 | |
| 21. | How are payments with "insufficient funds" handled? | 12 | |
| 22. | Will interest be paid on OK Invest Direct accounts? | 12 | |
| 23. | What is the source of Old Kent common stock
purchased through the program? |
12 | |
| 24. | Who will hold the additional shares purchased
through OK Invest Direct? |
13 | |
| 25. | How may I receive a stock certificate? | 13 | |
| 26. | May I add my certificate shares of Old Kent
common stock to my program account for safekeeping? |
13 | |
| 27. | How may I sell shares I hold through the program? | 14 | |
| 28. | Can I transfer shares that I hold in the program to someone else? | 14 | |
| 29. | I've just moved. How can I request a change
of address or
update other personal data? |
14 | |
| 30. | How may I modify or close my OK Invest Direct account? | 14 | |
| 31. | How do I contact Old Kent Bank, the Program Administrator? | 15 | |
| 32. | What reports will I receive? | 15 | |
| 33. | What if Old Kent issues a stock dividend or
declares a stock split or rights offering? |
16 |
| 34. | How do I vote my OK Invest Direct shares at shareholders' meetings? | 16 | |
| 35. | Can the program be changed? | 16 | |
| 36. | What are the responsibilities of Old Kent and
Old Kent Bank
under OK Invest Direct? |
17 | |
| 37. | What are the federal income tax consequences
of
participating in the program? |
17 |
| WHERE YOU CAN FIND MORE INFORMATION | 18 |
| USE OF PROCEEDS | 19 |
| EXPERTS | 19 |
Old Kent Financial Corporation is a financial services organization
which operates as a bank holding company. The services offered by our subsidiaries
cover a wide range of banking, fiduciary and other financial services.
These include commercial, mortgage and retail loans, business and personal
checking accounts, savings and retirement accounts, time deposit instruments,
ATMs, debit cards and other electronically accessed banking services, money
transfer services, safe deposit facilities, cash management, real estate
and lease financing, international banking services, investment management
and trust services, personal investment and related advisory services,
brokerage and investment advisory services, and access to insurance products.
INFORMATION ABOUT OK INVEST DIRECT
The following questions and answers explain and constitute OK Invest
Direct.
| 1. | What is OK Invest Direct? |
OK Invest Direct is a convenient and low cost purchase program available
for new investors to make an initial investment in Old Kent common stock
and for existing shareholders to increase their holdings of Old Kent common
stock. Participants in the program may elect to have dividends automatically
reinvested in Old Kent common stock and/or to make optional cash investments
through the Program Administrator, Old Kent Bank. Participation in OK Invest
Direct is entirely voluntary and we give no advice regarding your decision
to join the program. However, if you decide to participate in this program,
an enrollment form and reply envelope are enclosed for your convenience.
Enrollment forms are also available, and may be completed, online through
services provided by StockPower Inc., which Old Kent has engaged for this
purpose. You can access these services through the financial information
section of our website at www.oldkent.com or through StockPower's website
at www.stockpower.com.
| 2. | What options are available under the program? |
OK Invest Direct allows participants to:
| • | Have their common stock dividends automatically reinvested in additional shares of Old Kent common stock; | |
| • | Make initial investments in Old Kent common stock through the program; and | |
| • | Make additional cash investments in Old Kent common stock, including the options to (i) make automatic monthly purchases by authorizing deductions from a designated checking or savings account and (ii) make online purchases through services provided by StockPower. | |
Please refer to Question 10 for details on fees to be paid by participants, to Question 12 for additional information regarding dividend reinvestment options and Question 14 for further information regarding the methods of making additional cash investments.
Please retain all transaction statements for your records. The
statements contain important tax and other information.
| 3. | Who is the Program Administrator? |
Our wholly-owned subsidiary, Old Kent Bank will be the Program Administrator
for OK Invest Direct. Old Kent Bank will keep records, send quarterly statements
of account to you and perform other clerical duties relating to OK Invest
Direct. Shares of common stock purchased by you under the program are registered
in the name of Old Kent Bank or its nominee, as custodian, and credited
to your account under the program. Although shares purchased under the
program are registered in the name of Old Kent Bank or its nominee, you
may continue to hold your current shares in your own name. However, if
you participate in the program, you may deposit certificates for shares
of common stock held in your own name to your account. This added convenience
is available to you under the program at no cost.
| 4. | Who is the independent agent? |
We will appoint an independent agent from time to time to execute purchases
and sales of common stock on behalf of the program and its participants
for purchases and sales to be made in the open market. See Question 23.
The independent agent will be a registered broker-dealer or bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934. The independent
agent will not be our affiliate, and neither we nor any affiliate will
exercise any direct or indirect control or influence over the times when
or the prices at which, the independent agent may purchase our common stock
for the program, the amount of common stock to be purchased, or the manner
in which the common stock is to be purchased.
| 5. | Who is eligible to participate in OK Invest Direct? |
All U.S. citizens are eligible to participate in OK Invest Direct, whether
or not they are currently shareholders of Old Kent.
| 6. | Can non-U.S. citizens participate in OK Invest Direct? |
Yes. If you are not a U.S. citizen, you can participate in OK Invest
Direct, provided there are not any laws or governmental regulations that
would prohibit you from participating or laws or governmental regulations
that would affect the terms of the program. We reserve the right to deny
or terminate participation of any shareholder if we deem it advisable under
any foreign laws or regulations. All program funds must be in U.S. funds
and drawn on a U.S. bank. If you are not in
the United States, contact
your bank to verify that they can provide you with a check that clears
through a U.S. bank and can print the dollar amount in U.S. funds. Due
to the longer clearance period, we are unable to accept checks clearing
through non-U.S. banks. Please contact your local bank for details on how
to properly execute the transaction.
| 7. | I am an Old Kent shareholder of record. How do I enroll in OK Invest Direct? |
If you are already an Old Kent shareholder of record (that is, if you
own shares that are registered in your name, not your broker's) but you
are not enrolled in OK Invest Direct, you may enroll in the program simply
by completing and returning the enclosed enrollment form, by calling Old
Kent Bank directly at 1-800-652-2657 (ext. 771-5482) or accessing and completing
an enrollment form online. See Question 16 for further information regarding
online services.
| 8. | I already own shares, but they are held by my bank or broker and registered in "street name." How can I participate in the program? |
If your shares of Old Kent common stock are registered in the name of
a bank, broker or other nominee, you must arrange for that bank, broker
or nominee to register at least one share directly in your name in order
to be eligible to participate in OK Invest Direct. Once at least one share
is registered in your name, you can complete an enrollment form for the
number of shares registered directly in your name, as described in Question
7. Alternatively, you may also enroll in the program in the same manner
as someone who is not currently a Old Kent shareholder, as described in
Question 9.
| 9. | I am not currently a Old Kent shareholder. How do I enroll in the program? |
If you do not currently own any Old Kent common stock and you wish to become a shareholder and a participant in OK Invest Direct, you may enroll in the program by completing an enrollment form and sending with it an initial investment amount of at least $250 and not more than $25,000. Initial cash payments can be made by check, money order or bank draft made payable to Old Kent Bank and sent to Old Kent Bank at the address listed on the enrollment form. All money must be in U.S. funds and drawn on a U.S. bank. If you are not in the United States, contact your bank to verify that they can provide you with a check that clears through a U.S. bank and can print the dollar amount in U.S. funds. Due to the longer clearance period, we are unable to accept checks clearing through non-U.S. banks. Third party checks will not be accepted. A one time initial investment administrative fee of $10 will be deducted from your initial investment. See Question 10 for a summary of the fees associated with the program.
You may also join OK Invest Direct online through services provided
by StockPower and authorize the deduction of your initial investment from
your bank account online. See Question 16 for information regarding StockPower.
| 10. | Are there fees associated with participation? |
The fees associated with enrollment and participation in the program
are summarized in the chart below:
| Costs to the Participant
|
|||
|
|
One Time Fee
|
Service Charge
|
|
| Initial Administrative Fee
for First-Time Investors
|
$10, deducted directly
from the initial investment received |
None
|
|
| Subsequent Purchases and
Dividend Reinvestments |
None
|
None
|
|
| Sales of Portion of Shares
Held in OK Invest Direct |
$10
|
None
|
|
| Sales of all Shares held in
OK Invest Direct |
$20
|
None
|
|
| Insufficient Funds
|
$25, see Question 21
for more information |
None
|
|
| 11. | May I elect full or partial reinvestment of my shares? |
Yes. You may choose to reinvest all or a portion of the cash dividends
paid on your shares held in OK Invest Direct toward the purchase of additional
shares of Old Kent common stock. To participate in the reinvestment feature
of the program, you must elect to reinvest the dividends on a minimum of
one share. You may change your dividend reinvestment election at any time
by notifying Old Kent Bank. For a particular dividend to be reinvested,
your notification must be received prior to the record date for that dividend.
| 12. | What are my dividend reinvestment options? |
If you elect to reinvest your dividends on your shares of Old Kent common
stock held in OK Invest Direct, you must choose one of the following when
completing the dividend reinvestment section of the enrollment form:
| • | Full Dividend Reinvestment. Purchase additional shares by reinvesting all of your cash dividends. | |
| • | Partial Dividend Reinvestment. If you choose to reinvest less than all of your dividends you must select one of the following options: | |
| Option 1. Receive a cash dividend payment based on the number of full shares you specify. Reinvest the dividends on all remaining shares. This option allows you to receive a fixed amount of cash each quarter (assuming the cash dividend rate remains constant). | ||
| Option 2. Reinvest dividends based on the number of full shares you specify. Receive a cash dividend payment on all remaining shares. This option allows you to receive an increasing amount of cash each quarter (again, assuming the dividend stays the same). | ||
| • | Deposit Cash Dividends Electronically. If you choose partial dividend reinvestment, you may have your cash dividends (which are not reinvested) deposited directly into your bank account instead of receiving a check by mail. Simply complete the appropriate sections of the enrollment form or notify Old Kent Bank. Direct deposit authorization forms will be acted upon as soon as possible after they are received. You may change your designated bank account for direct deposit or discontinue this feature by notifying Old Kent Bank. | |
You may change your election at any time by either completing and submitting
a new enrollment form by mail or online, or by contacting Old Kent Bank
directly at 1-800-652-2657 (ext. 771-5482). See Question 30 for further
information about changing your dividend reinvestment option.
| 13. | When will my dividend reinvestment begin? |
Record dates for determining the record holders of common stock entitled
to receive cash dividends declared on the common stock are chosen by our
board of directors and are usually in the months of February, May, August
and November of each year. If your enrollment form is received by Old Kent
Bank before a dividend record date, the reinvestment of your dividends
will begin with the payment of that dividend. If the enrollment form is
received by Old Kent Bank on or after the dividend record date, the reinvestment
of dividends will not start until payment of the next dividend. Dividend
record dates will vary from time to time, and may be chosen in months other
than February, May, August and November. You can minimize the possibility
of missing a desired entry date by delivering an enrollment form to Old
Kent Bank before the first day of a dividend month in which you desire
to begin participation in the program.
| 14. | How do I make an additional investment? |
In addition to increasing your holdings of Old Kent common stock through
the reinvestment of dividends, you may make optional cash investments in
Old Kent common stock. You may make optional cash investments by choosing
among the following three options:
| • | Check Investment. You may make optional cash investments in Old Kent common stock by sending to Old Kent Bank a check, money order or bank draft for the purchase of |
| additional shares. The check, money order or bank draft must be made payable to Old Kent Bank in U.S. dollars and drawn on a U.S. bank. If you are not in the United States, contact your bank to verify that they can provide you with a check that clears through a U.S. bank and can print the dollar amount in U.S. funds. Due to the longer clearance period, we are unable to accept checks clearing through non-U.S. banks. Old Kent Bank will not accept third party checks. All checks, money orders and bank drafts should be sent to Old Kent Bank at the address listed on the Optional Cash Investment tear-off form attached to each statement you receive, together with that form, or if making an investment when enrolling, with the enrollment form. | ||
| • | Automatic Investment from a Bank Account. As an alternative to sending checks, money orders and bank drafts for optional cash purchases, you may elect to have funds automatically withdrawn every month from your checking or savings account at a qualified financial institution. You may elect the automatic cash withdrawal option by simply completing and signing an automatic debit enrollment form, providing the necessary information, together with a voided blank check or checking or savings account deposit slip, and designating the amount, account number and U.S. bank routing number from which the funds are to be withdrawn each month. Automatic debit enrollment forms are available from Old Kent Bank and are available online through services provided by StockPower. You may change the amount of money or terminate an automatic monthly withdrawal of funds by either calling Old Kent Bank directly at 1-800-652-2657 (ext. 771-5482) or completing and submitting to Old Kent Bank a new automatic debit enrollment form. To be effective for the investment dates in the succeeding month, the new automatic debit enrollment form must be received by Old Kent Bank before the last business day of the prior month. Also, you can cancel any payment scheduled to be made by automatic debit, provided the request is received by Old Kent Bank at least two business days prior to the date of the debit. See Question 17 for information regarding investment dates. | |
| • | Online Investments. You may make optional cash investments online through services provided by StockPower at the financial information section of Old Kent's website at www.oldkent.com, as well as at StockPower's website at www.stockpower.com. In order to purchase shares online through services provided by StockPower, you must authorize the withdrawal of funds from your bank account online. | |
| 15. | What are the minimum and maximum amounts for additional investments? |
Each optional cash investment must be for a minimum of $25, subject
to a maximum of $25,000 per quarter ($100,000 per year). Whether participating
through the use of a personal or traveler's check, money order or bank
draft, or through the automatic investment feature, the $25 minimum and
maximum of $25,000 per quarter ($100,000 per year) applies. If you are
not a registered shareholder and are a first-time investor in OK Invest
Direct, your initial investment must be for at least $250 and cannot exceed
the quarterly maximum of $25,000. All amounts must be in U.S. dollars and
drawn on a U.S. bank. If you are not in the United States, contact your
bank to verify that they can
provide you with a check that clears through
a U.S. bank and can print the dollar amount in U.S. funds. Due to the longer
clearance period, we are unable to accept checks clearing through non-U.S.
banks.
| 16. | What transactions can I conduct through StockPower's online services? |
StockPower offers investors a convenient way to invest in Old Kent common
stock completely online, without having to send in any forms or checks
by mail. Through StockPower, you may:
| • | Eliminate the time required to receive an enrollment form through the mail; | |
| • | Elect to purchase shares of Old Kent common stock and authorize the withdrawal of funds from a bank account for initial and optional cash purchases, as well as for regular monthly investments; | |
| • | Choose to reinvest your Old Kent dividends; | |
| • | Review and manage your OK Invest Direct account at anytime from your personal computer, including making changes to program elections; | |
| • | Arrange to receive Old Kent annual reports and other materials over the Internet; and | |
| • | Receive transaction confirmations via email. | |
Participation in OK Invest Direct through services provided by StockPower
is voluntary. You can access StockPower's services through the financial
information section of our website at www.oldkent.com, or through StockPower's
website at www.stockpower.com.
| 17. | When will shares be purchased under the program? |
General. OK Invest Direct's investment date will be each Friday.
To make an investment on the next investment date, Old Kent Bank must receive
your request for purchase and funds by the following deadlines:
| • | To make the Friday investment date, requests for purchase made by physical check must be received by Old Kent Bank by Monday before noon Eastern Time. | |
| • | Online requests for purchase must be placed by Monday before noon Eastern Time. | |
| • | For automatic monthly investments, funds will be debited from your bank account on the first Monday of every month, and will be invested in Old Kent common stock on the following Friday. | |
Old Kent Bank will commingle all funds received from participants. Please note that when you use the online method to invest, your order must be placed by noon Eastern Time four business days prior to the investment date in order for Old Kent Bank to receive the funds in time for the investment deadline. If Friday is not a day on which the New York Stock Exchange is open, or falls on a day which is not a business day for Old Kent Bank, then the investment will occur on the next succeeding business day. Optional cash purchases not received before the applicable investment date deadline will not be invested until the next succeeding investment date. No interest will be paid on any funds held by Old Kent Bank between investment dates. Once you have placed your order, you may not request a cash refund or otherwise change your order.
Automatic Monthly Withdrawals. If you elect to make monthly investments through automatic withdrawals from your bank account, those investments will be made on the Friday following the first Monday of every month. For example, assuming that each day in this example is a business day, if the first day of the month is Friday, the 1st, your account would be debited on Monday, the 4th, for an investment on Friday, the 8th.
Dividend Reinvestments. If you participate in the dividend reinvestment
feature of OK Invest Direct when dividends are paid on the common stock,
we will promptly pay to Old Kent Bank all dividends payable for all shares
of common stock held by you in OK Invest Direct and all shares credited
to your account under OK Invest Direct for which you have elected to reinvest
cash dividends, subject to any applicable tax withholding requirements.
Old Kent Bank will generally invest all dividend funds authorized to be
reinvested within the same time frame as used for optional cash purchases.
All funds to be invested on an investment date are commingled.
| 18. | At what price will shares be purchased? |
The price of all shares of common stock purchased with reinvested dividends
or optional cash investments, whether made available by us or purchased
in the open market, will be based on the prices of the common stock reported
on the New York Stock Exchange. The price per share of shares purchased
from us under OK Invest Direct will be the average of the high and low
prices of the common stock in transactions reported on the investment date. The price per
share of any shares purchased in the open market will be the market price
of such shares.
| 19. | How are shares allocated under OK Invest Direct? |
Shares of common stock purchased with reinvested dividends or optional
cash investments will be allocated by Old Kent Bank among the accounts
of all participants. If you participate, the number of shares that will
be allocated to your account following any investment date will depend
on the amount of your dividends and optional cash investments (if any)
available for investment on that date and the purchase price of the shares.
Your account will be credited with a number of shares (including fractions
computed to three decimal places) equal to the total funds to be invested
for you, divided by the applicable purchase price (also computed to three
decimal places).
| 20. | Will fractional shares be purchased? |
Yes. If any dividend or optional cash payment is not sufficient to purchase
a whole share of Old Kent common stock, a fractional share equivalent will
be credited to your account. All fractional shares are computed to three
decimal places.
| 21. | How are payments with "insufficient funds" handled? |
In the event that any check or other deposit is returned unpaid for
any reason or your predesignated bank account does not have sufficient
funds for an automatic debit, Old Kent Bank will consider the request for
investment of that purchase null and void and will immediately remove from
your account any shares already purchased in anticipation of receiving
those funds. If the net proceeds from the sale of those shares are insufficient
to satisfy the balance of the uncollected amounts, Old Kent Bank may sell
additional shares from your account as necessary to satisfy the uncollected
balance. There is a $25 administrative charge for any check or other deposit
that is returned unpaid by your bank. This fee will be collected by Old
Kent Bank through the sale of the number of shares from your OK Invest
Direct account necessary to satisfy the fee.
| 22. | Will interest be paid on OK Invest Direct accounts? |
No. Interest will not be paid on amounts held pending investments.
| 23. | What is the source of Old Kent common stock purchased through the program? |
On each investment date, we will make shares of common stock available for purchase under OK Invest Direct from our authorized but unissued shares. Alternatively, we may choose, in our sole discretion, that shares of common stock to be purchased under the program will be purchased in the open market. To the extent we are making shares available for purchase under the program, Old Kent Bank will purchase the shares from us. To the extent we are not making shares available for purchase under the program, Old Kent Bank will cause the independent agent to purchase shares of common stock in the open market.
For purchases made in the open market, on each investment date, Old Kent Bank will pay over to the independent agent the dividends received in accordance with the description in Question 17 above, together with all optional cash investments received prior to the deadlines described in Question 17 above. The independent agent will use these funds to purchase shares of common stock on that investment date or as soon as possible after that investment date. Neither Old Kent nor any participant will have any authority or power to direct the date, time or price at which shares may be purchased by the independent agent.
If at any time we determine not to make shares available for purchase
under the program and the independent agent is unable to purchase shares
in the open market (by reason of the operation of applicable laws, the
closing of the securities markets or any other temporary curtailment or
suspension of open market purchases), neither we nor Old Kent Bank will
have any liability to any participant arising out of the inability to make
purchases at that time. If shares of common stock are not purchased: (i)
within 30 days after a dividend payment date; or (ii) within 35 days of
the receipt of an optional cash investment, Old Kent Bank will mail to
each participant a check in the amount of the unapplied cash dividends
and optional cash investments, without interest.
| 24. | Who will hold the additional shares purchased through OK Invest Direct? |
Shares purchased through OK Invest Direct are held in safekeeping in
book-entry form on Old Kent Bank's records. The number of shares (including
fractional interests) held for each participant will be shown on each account
statement.
| 25. | How may I receive a stock certificate? |
You may obtain a certificate (at no cost) for some or all of your whole
shares held in your OK Invest Direct account at any time by simply requesting
Old Kent Bank to withdraw shares from your OK Invest Direct account. You
may make such a request by:
| • | using the tear-off form attached to the account statement; or | |
| • | calling Old Kent Bank at 1-800-652-2657 (ext. 771-5482). | |
Certificates are normally issued to participants within five business
days after receipt of the request. Withdrawing shares from your account
balance does not affect your dividend option (for example, dividends will
continue to be reinvested on the shares remaining in your account, if previously
elected on the enrollment form). No certificates will be issued for fractional
shares of common stock; instead, the market value of any fractional shares
will be paid in cash.
| 26. | May I add my certificate shares of Old Kent common stock to my program account for safekeeping? |
Yes. At the time of enrollment in the program or at any later time,
you may use the program's share certificate safekeeping service to deposit
with Old Kent Bank any Old Kent common stock certificates in your possession
and registered in your name. To combine shares held in certificate form
with shares held through your OK Invest Direct account, you must complete
the tear-off section of the account statement and submit it with your certificates
to the address on the tear-off section. There is no charge for this service.
The certificates do not need to be endorsed. You should send your stock
certificates by certified, registered or insured mail, or by some other
safe means, because you bear the risk of loss in transit.
| 27. | How may I sell shares I hold through the program? |
Shares held in your OK Invest Direct account can be sold on your behalf by either calling Old Kent Bank directly at 1-800-652-2657 (ext. 771-5482) or by completing and submitting the tear-off portion of the account statement. Upon receipt of a request to sell some or all of your shares, Old Kent Bank (through the independent agent) will cause your shares to be sold on the open market within five business days of receipt of your request and send you the proceeds, less an administrative service charge. Proceeds are normally paid by check, which are distributed within three business days after the sale.
You should be aware that the price of Old Kent common stock may rise
or fall during the period between a request for sale, its receipt by Old
Kent Bank and the ultimate sale on the open market. Instructions sent to
Old Kent Bank to sell shares are binding and may not be rescinded.
| 28. | Can I transfer shares that I hold in the program to someone else? |
Yes. You may transfer ownership of some or all of your shares held through OK Invest Direct. You may call Old Kent Bank at 1-800-652-2657 (ext. 771-5482) for complete transfer instructions. You will be asked to send to Old Kent Bank written transfer instructions. Your signature must be "Medallion Guaranteed" by a financial institution. Most banks and brokers participate in the Medallion Guarantee program. The Medallion Guarantee program is intended to ensure that the individual signing is in fact the owner of the participant's account. A notary is not sufficient.
You may transfer shares to new or existing Old Kent shareholders. However,
a new OK Invest Direct account will not be opened for a transferee as a
result of a transfer of less than one full share. If you open a new OK
Invest Direct account for a transferee, you must include an enrollment
form with the gift/transfer instructions.
| 29. | I've just moved. How can I request a change of address or update other personal data? |
It is important that our records contain your most up-to-date personal
data. If you need to request a change of address or update other personal
data, please call Old Kent Bank at 1-800-652-2657 (ext. 771-5482) or write
to them at the address listed in Question 31.
| 30. | How may I modify or close my OK Invest Direct account? |
You can stop reinvesting dividends at any time by either calling Old
Kent Bank at 1-800-652-2657 (ext. 771-5482) or providing Old Kent Bank
with written instructions at its address in Question 31, provided you notify
Old Kent Bank prior to noon Eastern Time on a dividend record date, which
is usually 10 business days preceding a dividend payment date. If your
request to stop dividend reinvestment is received after the dividend record date, then the dividends will be reinvested
and the shares will be added to your OK Invest Direct account. You can
stop dividend reinvestment by either:
| • | Completing and submitting a new dividend reinvestment authorization form by mail or online, or contacting Old Kent Bank at 1-800-652-2657 (ext. 771-5482), and changing your option to "Reinvest None And Receive A Check For Dividends" while still keeping your shares in your OK Invest Direct account with Old Kent Bank; or | |
| • | Closing your OK Invest Direct account by requesting all shares be issued in the form of a stock certificate and a check be issued for the value of any fractional share amount. If you select this option and your request is received after noon Eastern Time on a dividend record date, your account will not be closed until after you receive the shares resulting from the dividend pending reinvestment. | |
Alternatively, you may close your OK Invest Direct account by requesting
all shares be sold on the open market and a check be remitted to you for
the proceeds for all full and fractional shares, less an administrative
service charge of $20. If you select this option and your request is received
after noon Eastern Time on a dividend record date, your account will not
be closed until after you receive the shares resulting from the dividend
pending reinvestment. See Question 27 for additional information on sales.
| 31. | How do I contact Old Kent Bank, the Program Administrator? |
You may contact Old Kent Bank by writing to:
OK Invest Direct
c/o Old Kent Bank - Shareholder Services
4420 44th Street, SE, Suite A
Grand Rapids, Michigan 49512-4011
You may also telephone Old Kent Bank toll free at 1-800-652-2657 (ext.
771-5482), 24 hours a day, seven days a week. Customer service representatives
are available between the hours of 9:00 A.M. and 5:00 P.M. Eastern Time,
Monday through Friday.
| 32. | What reports will I receive? |
Easy to read statements of your calendar year-to-date account activity
will be sent to you on a quarterly basis, which will simplify your record
keeping. Each statement will show the amount invested, the purchase or
sale price of OK Invest Direct transactions, the number of shares purchased
or sold and the applicable service charges, as well as any activity associated
with share deposits or withdrawals. Please notify Old Kent Bank promptly
either in writing or by telephone if your address changes. In addition,
you will receive copies of the same communications sent to all other holders
of Old Kent common stock, such as annual reports and proxy statements.
You will also receive any Internal Revenue Service information returns,
if required. If you participate in the program online through StockPower,
you can elect to receive Old Kent communications, such as annual reports
and
proxy statements, via email. In addition, you can review your current account status, program options and transaction history at any time.
Please retain all transaction statements for your records. The statements
contain important tax and other information.
| 33. | What if Old Kent issues a stock dividend or declares a stock split or rights offering? |
Any stock dividends or split shares distributed by Old Kent to holders
of common stock held in OK Invest Direct accounts will be added to your
account balance. You will receive a statement indicating the number of
shares or dividends earned as a result of the transaction. In the event
of a rights offering, you will receive rights based upon the total number
of whole shares you own, whether the shares are held in the form of a physical
certificate or held in a OK Invest Direct account.
| 34. | How do I vote my OK Invest Direct shares at shareholders' meetings? |
In connection with any meeting of Old Kent shareholders, you will be sent a proxy card or request for voting instructions representing both the shares for which you hold physical certificates and the shares held in your OK Invest Direct account. Those shares will be voted as you indicate on the returned proxy card or request form. Fractional shares will be voted. If you sign and return the proxy card or request form and no voting instructions are given with respect to any item on the proxy card or request form, all of your shares will be voted in accordance with the recommendations of Old Kent's management. This is the same procedure that is followed for all other shareholders who return signed proxy cards and do not provide instructions. If you do not return the proxy card or request form, or if you do not sign the proxy card or request form, none of your shares will be voted.
As an alternative to returning your proxy card or request form, you
may also vote by telephone or online by following the instructions in the
proxy materials if that method is available.
| 35. | Can the program be changed? |
Yes. Old Kent and Old Kent Bank may suspend, modify or terminate the program at any time. All participants will receive notice of any suspension, modification or termination. If OK Invest Direct is terminated, certificates for whole shares held in your OK Invest Direct account will be issued and a cash payment will be made for any fractional share. Old Kent reserves the right to deny, suspend or terminate participation by a participant who is using the plan for purposes inconsistent with the intended purpose of the plan. In such event, Old Kent Bank will notify you in writing and will continue to safekeep your shares but will no longer accept optional cash investments or reinvest your dividends. Old Kent Bank will issue a certificate for your shares to you upon written request.
Old Kent Bank also may terminate your OK Invest Direct account if you
do not own at least one whole share. In the event your OK Invest Direct
account is terminated for this reason, a check for the cash value of the
fractional share will be sent to you and your account will be closed.
| 36. | What are the responsibilities of Old Kent and Old Kent Bank under OK Invest Direct? |
Neither Old Kent nor Old Kent Bank will be liable for any act or omission to act, which was done in good faith, including any claim of liability arising out of the failure to terminate a participant's account upon the participant's death prior to receipt of notice in writing of the death along with a request to terminate participation from a qualified representative of the deceased.
You should recognize that neither Old Kent nor Old Kent Bank can assure
you of a profit or protect you against a loss on shares purchased through
OK Invest Direct. Although Old Kent currently contemplates the continuation
of quarterly dividends, the payment of dividends is subject to the discretion
of Old Kent's Board of Directors and will depend upon future earnings,
the financial condition of Old Kent and other factors. Additionally, dividends
may increase or decrease.
| 37. | What are the federal income tax consequences of participating in the program? |
Participants in the program are advised to consult their own tax advisors with respect to the tax consequences of participation in OK Invest Direct (including federal, state, local and other tax laws and U.S. tax withholding laws) applicable to their particular situations.
Cash dividends reinvested under the program will be taxable for U.S. federal income tax purposes as having been received by you even though you have not actually received them in cash. The total amount of dividends paid to you during the year, whether or not they are reinvested, will be reported to you and the U.S. Internal Revenue Service shortly after the close of each year.
You will not realize gain or loss for U.S. federal income tax purposes upon a transfer of shares to your OK Invest Direct account or the withdrawal of whole shares from your account. You will, however, generally realize gain or loss upon the receipt of cash for fractional shares held in the program. You will also realize gain or loss when shares are sold. The amount of gain or loss will be the difference between the amount that you receive for the shares sold and your tax basis in the shares (generally, the amount you paid for the shares). In order to determine the tax basis for shares in your account, you should retain all account transaction statements.
Program participants who are non-resident aliens or non-U.S. corporations, partnerships or other entities generally are subject to a withholding tax on dividends paid on shares held in the program. Where applicable, this withholding tax generally is imposed at the rate of 30%; but this rate may be reduced by treaty between the U.S. and the country in which the participant resides.
Dividends paid on shares in OK Invest Direct accounts may be subject
to "the backup withholding" provisions of the Internal Revenue Code. If
you fail to furnish a properly completed Form W-9 or its equivalent, unless
you are exempt from the withholding requirements described in Section 3406
of the Internal Revenue Code, then Old Kent Bank must withhold 31% from
the amount of dividends, the proceeds of the sale of a fractional share
and the proceeds of any sale of whole shares.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 to register with the Securities and Exchange Commission ("SEC") the common stock that may be offered by us using this prospectus. This prospectus is a part of that registration statement. As allowed by SEC rules, this prospectus does not contain all of the information contained in the registration statement or the exhibits to the registration statement.
We are subject to the informational requirements of the Securities Exchange Act of 1934. Accordingly, we file annual, quarterly and current reports, proxy statements, and other information with the SEC. The public may read and copy any reports, statements, or other information that we file at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at "http://www.sec.gov."
The SEC allows us to incorporate by reference information into this
prospectus. This means that we can disclose important information by referring
to another document filed separately with the SEC. The information incorporated
by reference is deemed to be part of this prospectus, except for any information
superseded by information in this prospectus or a prospectus supplement.
This prospectus incorporates by reference the documents set forth below
that we have previously filed with the SEC. These documents contain important
information about us and our finances.
| Corporation SEC Filings (File No. 0-14591) | Period |
| Annual Report on Form 10-K | Year ended December 31, 1998 |
| Quarterly Reports on Form 10-Q | Quarters ended March 31, 1999 and June 30, 1999 |
| Current Reports on Form 8-K | Dated February 25, 1999, March 12, 1999, March 18, 1999, April 15, 1999, June 21, 1999, July 9, 1999, July 15, 1999, July 29, 1999, August 31, 1999, September 7, 1999 and September 10, 1999 |
| Registration Statement on Form 8-A (Stock) | Filed on November 2, 1998 |
| Registration Statement on Form 8-A (Rights) | Filed on November 2, 1998 |
| Registration Statement on Form 8-A/A | Filed on December 31, 1998 |
All documents subsequently filed by us with the SEC pursuant to Sections
13(a), 13(c), 14, and 15 of the Securities Exchange Act of 1934 between
the date of this prospectus and prior to the termination of any offering
of securities made by this prospectus are also incorporated by reference
into this prospectus.
We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may obtain such documents without charge by requesting them in writing or by telephone from Old Kent Bank at the following address:
Old Kent Bank
Shareholder Services
4420 44th Street, SE, Suite A
Grand Rapids, Michigan 49512-4011
Tel: 1-616-771-5482 or 1-800-652-2657 (ext. 771-5482)
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information that is different from what is contained in this prospectus.
You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus and neither the delivery of this prospectus to you nor the issuance of common stock under it shall create any implication to the contrary.
This prospectus does not constitute an offer of any securities
other than those described on the cover page or an offer to sell or a solicitation
of an offer to buy within any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation within such jurisdiction.
USE OF PROCEEDS
Old Kent will receive proceeds from the purchase of common stock through
OK Invest Direct to the extent that such purchases are made directly from
Old Kent, and not from open market purchases by the independent agent.
Any proceeds received by us (which cannot be estimated), will be used for
general corporate purposes.
EXPERTS
The financial statements and schedules incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses payable by Old Kent in connection with the issuance and distribution
of the securities being registered are estimated to be:
| Registration Fee (for initial Registration Statement) | $ |
5,412
|
|
| Legal Fees and Expenses |
10,000
|
||
| Accountant's Fees and Expenses |
1,000
|
||
| Printing Fees and Expenses |
3,000
|
||
| Blue Sky Fees and Expenses |
0
|
||
| Miscellaneous Expenses |
1,000
|
||
| TOTAL | $ | 20,412 |
|
Item 15. 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 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 the corporation 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 the corporation) arising out of a position with the corporation (or with some other entity at the corporation'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 the corporation, unless the director or officer is found liable to the corporation, 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 conducts, 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 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, 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 16. Exhibits
| Exhibit Number | Description |
|
4.1
|
Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to the Corporation's Form S-4 Registration Statement filed June 5, 1998. | ||
|
4.2
|
Bylaws. Incorporated by reference to Exhibit 3.2 to the Corporation's Form 8-K Current Report dated March 15, 1999. | ||
|
4.3
|
Rights Agreement. Incorporated by reference to an exhibit to the Corporation's Form 8-A/A Registration Statement filed December 31, 1998. | ||
|
4.4
|
Certificate of Designation, Preferences, and Rights of Series C Preferred Stock. Incorporated by reference to Exhibit 4.3 to the Corporation's Form 8-K filed March 5, 1997. | ||
|
5
|
Opinion of Warner Norcross & Judd LLP as to the legality of the securities being registered. | ||
|
23(a)
|
Consent of Arthur Andersen LLP. | ||
|
23(b)
|
Consent of Warner Norcross & Judd LLP. (See Exhibit 5). | ||
|
24
|
Powers of Attorney. | ||
|
99(a)
|
Old Kent Financial Corporation "OK Invest Direct" program. Set forth in full in the prospectus. | ||
Item 17. Undertakings
| (a) The registrant hereby undertakes: | ||||
| (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registrant statement: | ||||
| (i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933; | ||||
| (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 thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and | ||||
| any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. | ||||
| (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 with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. | ||||
| (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. | ||||
| (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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. | ||||
| (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue. | ||||
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-3 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 October
18, 1999.
| OLD KENT FINANCIAL
CORPORATION By /s/ Albert T. Potas Senior Vice President, Investor Relations and Strategic Planning |
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 dates indicated.
| Date | Name and Title |
| October 18, 1999 | */s/ Richard L. Antonini
Richard L. Antonini Director |
| October 18, 1999 | */s/ John D. Boyles
John D. Boyles Director |
| October 18, 1999 | */s/ William P. Crawford
William P. Crawford Director |
| October 18, 1999 | */s/ Richard M. DeVos, Jr
Richard M. DeVos, Jr. Director |
| October 18, 1999 | */s/ William G. Gonzalez
William G. Gonzalez Director |
| October 18, 1999 | */s/ James P. Hackett
James P. Hackett Director |
| October 18, 1999 | */s/ Erina Hanka
Erina Hanka Director |
| October 18, 1999 | */s/ Michael J. Jandernoa
Michael J. Jandernoa Director |
| October 18, 1999 | */s/ Kevin T. Kabat
Kevin T. Kabat Vice Chairman of the Board and Director |
| October 18, 1999 | */s/ Fred P. Keller
Fred P. Keller Director |
| October 18, 1999 | */s/ John P. Keller
John P. Keller Director |
| October 18, 1999 | */s/ Hendrik G. Meijer
Hendrik G. Meijer Director |
| October 18, 1999 | */s/ Percy A. Pierre
Percy A. Pierre Director |
| October 18, 1999 | */s/ Marilyn J. Schlack
Marilyn J. Schlack Director |
| October 18, 1999 | */s/ Peter F. Secchia
Peter F. Secchia Director |
| October 18, 1999 | */s/ David J. Wagner
David J. Wagner Chairman of the Board, President, Chief Executive Officer, and Director (Principal Executive Officer) |
| October 18, 1999 | */s/ Margaret Sellers Walker
Margaret Sellers Walker Director |
| October 18, 1999 | */s/Robert H. Warrington
Robert H. Warrington Vice Chairman of the Board and Director |
| October 18, 1999 | */s/Mark F. Furlong
Mark F. Furlong Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
| October 18, 1999 | *By /s/ Albert T. Potas
Albert T. Potas Attorney-in-Fact |
| Exhibit Number | Description |
| 4.1 | Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to the Corporation's Form S-4 Registration Statement filed June 5, 1998. | ||
| 4.2 | Bylaws. Incorporated by reference to Exhibit 3.2 to the Corporation's Form 8-K Current Report dated March 15, 1999. | ||
| 4.3 | Rights Agreement. Incorporated by reference to an exhibit to the Corporation's Form 8-A/A Registration Statement filed December 31, 1998. | ||
| 4.4 | Certificate of Designation, Preferences, and Rights of Series C Preferred Stock. Incorporated by reference to Exhibit 4.3 to the Corporation's Form 8-K filed March 5, 1997. | ||
| 5 | Opinion of Warner Norcross & Judd LLP as to the legality of the securities being registered. | ||
| 23(a) | Consent of Arthur Andersen LLP. | ||
| 23(b) | Consent of Warner Norcross & Judd LLP. (See Exhibit 5). | ||
| 24 | Powers of Attorney. | ||
| 99(a) | Old Kent Financial Corporation "OK Invest Direct" program. Set forth in full in the prospectus. | ||
|
|