OLD KENT FINANCIAL CORP /MI/, 10-Q, 2000-08-10

OLD KENT FINANCIAL CORP /MI/
10-Q, 2000-08-10
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-Q

[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2000 or

[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to ________

Commission File Number 0-14591

OLD KENT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Michigan (State of Incorporation)	38-1986608 (I.R.S. Employer Identification Number)

111 Lyon Street, NW Grand Rapids, Michigan (Address of principal executive offices)	49503 (Zip Code)

Registrant's telephone number, including area code: (616) 771-5000

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No

The number of shares outstanding of the registrant's Common Stock, par value $1, as of July 31, 2000 was 136,925,615 shares.

INDEX

OLD KENT FINANCIAL CORPORATION

				Page
PART I.	FINANCIAL INFORMATION

Item 1.		Financial Statements		4

		Consolidated Balance Sheet as of June 30, 2000 and December 31, 1999		4-5

		Consolidated Statement of Income for the three and six months ended June 30, 2000 and 1999		6-7

		Consolidated Statement of Cash Flows for the six months ended June 30, 2000 and 1999		8-9

		Notes to Consolidated Financial Statements		10-20

Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations		21-25

Item 3.		Quantitative and Qualitative Disclosures about Market Risk		26

PART II.	OTHER INFORMATION			26

Item 2.			Change in Securities and use of Proceeds	26
Item 6.			Exhibits and Reports on Form 8-K	27

SIGNATURES				29

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about Old Kent Financial Corporation ("Old Kent" or the "Corporation") itself. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "judgment," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements. Management judgments relating to, and discussion of the provision and allowance for credit losses involve judgments as to future events and are inherently forward looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements. Future factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behaviors as well as their ability to repay loans; the vicissitudes of the national economy; the possibility that expected cost savings from mergers might not be fully realized within the expected time frame; and similar uncertainties. Old Kent undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 1.	Financial Statements

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet (Unaudited)

		June 30,		December 31,
(dollars in thousands)		2000		1999

ASSETS:
Cash and due from banks		$674,514		$679,155
Federal funds sold and resale agreements		21,300		30,261
Total cash and cash equivalents		695,814		709,416
Interest-earning deposits		405		2,167
Mortgages held-for-sale		1,228,714		901,130
Securities available-for-sale:
Collateralized mortgage obligations and other mortgage-
backed securities		2,206,986		2,039,160
Other securities		943,102		1,198,669
Total securities available-for-sale (amortized cost of
$3,235,295 and $3,335,192 respectively)		3,150,088		3,237,829
Securities held-to-maturity:
Collateralized mortgage obligations and other mortgage-
backed securities		74,148		92,335
Other securities		497,197		516,929
Total securities held-to-maturity (market values of
$555,584 and $590,369 respectively)		571,345		609,264
Loans		15,243,274		13,901,663
Allowance for credit losses		(219,680	)	(206,279	)
Net loans		15,023,594		13,695,384
Premises and equipment		282,712		288,565
Other assets		1,250,179		1,156,532
Total Assets		$22,202,851		$20,600,287

LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Deposits:
Non-interest-bearing	$2,337,284		$2,329,884
Interest-bearing	14,108,844		13,332,300
Foreign deposits -- interest-bearing	359,732		110,061
Total deposits	16,805,860		15,772,245
Other borrowed funds	3,249,486		2,824,034
Other liabilities	323,117		318,244
Long-term debt	300,000		200,000
Total Liabilities	20,678,463		19,114,523

Shareholders' Equity:
Preferred stock: 25,000,000 shares authorized
Series D convertible, $1,000 stated value, 8.00%,
7,250 shares authorized, issued and outstanding	7,250		7,250
Series E perpetual, $1,000 stated value, 8.00%,
2,000 shares authorized, issued and outstanding	2,000		2,000
Common stock, $1 par value: 300,000,000 shares authorized;
136,980,000 and 131,367,000 shares issued and outstanding	136,980		131,367
Capital surplus	560,543		418,367
Retained earnings	884,362		1,003,836
Accumulated other comprehensive loss	(66,747	)	(77,056	)
Total Shareholders' Equity	1,524,388		1,485,764

Total Liabilities and Shareholders' Equity	$22,202,851		$20,600,287

The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Income (Unaudited)
	For the Three Months Ended June 30,			For the Six Months Ended June 30,
(dollars in thousands, except per share data)	2000		1999	2000		1999
Interest Income:
Interest and fees on loans	$333,267		$259,820	$638,535		$505,649
Interest on mortgages held-for-sale	20,848		27,585	38,783		63,698
Interest on securities (taxable)	49,251		62,859	97,604		127,099
Interest on securities (non-taxable)	9,274		9,631	18,582		19,020
Interest on investments	502		685	1,134		3,101
Total interest income	413,142		360,580	794,638		718,567

Interest Expense:
Interest on deposits	162,064		133,969	306,907		273,267
Interest on other borrowed funds	50,327		30,388	91,812		58,609
Interest on long-term obligations	4,822		3,629	8,375		7,276
Total interest expense	217,213		167,986	407,094		339,152

Net Interest Income	195,929		192,594	387,544		379,415

Provision for credit losses	16,970		5,964	31,602		14,160
Net interest income after provision
for credit losses	178,959		186,630	355,942		365,255

Other Income:
Mortgage banking revenues (net)	44,840		49,880	87,683		95,273
Investment management and trust revenues	21,842		20,090	43,803		39,963
Deposit account revenues	20,551		19,372	40,368		37,715
Transaction processing revenue	5,813		6,253	11,004		11,575
Insurance sales commissions	5,636		6,158	12,114		12,280
Securities gains/(losses)	(5,290	)	5,301	(11,847	)	8,063
Other	15,081		9,832	31,935		28,505
Total other income	108,473		116,886	215,060		233,374

Other Expenses:
Salaries and employee benefits	92,356		96,824	188,866		191,599
Occupancy	14,038		14,192	28,798		28,614
Equipment	12,984		12,670	24,931		24,104
Professional services	10,638		14,698	23,536		25,227
Telephone and telecommunications	6,896		6,599	13,769		12,417
Postage and courier charges	4,425		4,864	9,116		9,629
Merger charges	26,000		--	42,000		--
Other expenses	38,321		41,403	73,435		80,855
Total other expenses	205,658		191,250	404,451		372,445
Income Before Income Taxes	81,774		112,266	166,551		226,184
Income taxes	26,089		39,850	52,765		79,289

Net Income	$55,685		$72,416		$113,786		$146,895

Dividend on preferred stock	(185	)	(185	)	(370	)	(370	)

Net Income Available to Common Shareholders	$55,500		$72,231		$113,416		$146,525

Earnings Per Common Share:
Basic	$0.40		$0.52		$0.82		$1.05
Diluted	$0.40		$0.51		$0.82		$1.04

Dividends Per Common Share	$0.210		$0.181		$0.420		$0.362

Average number of shares used to compute: (in thousands)
Basic earnings per share	137,206		138,975		137,520		139,629
Diluted earnings per share	138,572		140,600		138,800		141,369

The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows (Unaudited)
			For the Six Months
			Ended June 30,
	(dollars in thousands)		2000		1999

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income	$	113,786	$	146,895
	Adjustments to reconcile net income
	to net cash provided by (used for) operating activities:
	Provision for credit losses		31,602		14,160
	Depreciation, amortization and accretion		33,569		32,487
	Net gains on sales of assets		(55,002	)	(110,106	)
	Net change in trading account securities		--		349,216
	Originations and acquisitions of mortgages held-for-sale		(4,290,730	)	(7,178,796	)
	Proceeds from sales and prepayments of mortgages held-for-sale		3,951,502		8,048,597
	Acquisition of insurance agency		(855	)	--
	Net change in other assets		(32,847	)	83,063
	Net change in other liabilities		4,082		27,982
	Net cash provided by (used for) operating activities		(244,893	)	1,413,498

CASH FLOWS FROM INVESTING ACTIVITIES:
	Proceeds from maturities and prepayments of securities available-for-sale		214,419		773,193
	Proceeds from sales of securities available-for-sale		305,885		609,724
	Purchases of securities available-for-sale		(431,498	)	(927,799	)
	Proceeds from maturities and prepayments of securities held-to-maturity		39,162		136,228
	Purchases of securities held-to-maturity		(729	)	(74,350	)
	Net change in interest-earning deposits		1,763		7,567
	Proceeds from sale of loans		134,742		9,482
	Net change in loans		(641,088	)	(703,936	)
	Acquisition of loans through flow arrangements		(849,439	)	(371,318	)
	Purchases of leasehold improvements, premises and equipment, net		(13,689	)	(18,114	)
	Net cash used for investing activities		(1,240,472	)	(559,323	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Change in time deposits		1,211,567		(617,948	)
	Change in demand and savings deposits		(177,952	)	(39,102	)
	Change in other borrowed funds		425,452		(99,894	)
	Proceeds from issuance of subordinated bank notes		100,000		--
	Repurchases of common stock		(46,070	)	(119,050	)
	Proceeds from common stock issuances		13,790		11,374
	Dividends paid to shareholders		(55,024	)	(52,827	)
	Net cash provided by/(used for) financing activities		1,471,763		(917,447	)

	Net change in cash and cash equivalents		(13,602	)	(63,272	)
	Cash and cash equivalents at beginning of year		709,416		832,008
	Cash and cash equivalents at June 30	$	695,814	$	768,736


	Supplemental disclosures of cash flow information:
	Interest paid on deposits, other borrowed funds and
	subordinated debt	$	66,060	$	56,901
	Income taxes paid		81,444		42,627

	Significant non-cash transactions:
	Stock dividend issued		178,525		221,943


The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2000

NOTE A: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation's annual report on Form 10-K for the year ended December 31, 1999.

Certain reclassifications have been made to prior periods' financial statements to place them on a basis comparable with the current periods' financial statements.

NOTE B: FINANCIAL INSTRUMENT ACCOUNTING POLICIES
Old Kent uses certain off-balance sheet derivative financial instruments, including interest rate swaps, Treasury futures and options, and interest rate caps and floors in connection with risk management activities. Provided these instruments meet specific criteria, they are considered hedges and accounted for under the accrual or deferral methods, as more fully discussed below.

Old Kent uses interest rate swaps to hedge interest rate risk on interest-earning assets and interest-bearing liabilities. Amounts receivable or payable under these agreements are included in net interest income. There is no recognition on the balance sheet for changes in the fair value of the hedging instrument. Gains or losses on terminated interest rate swaps are deferred and amortized to interest income or expense over the remaining life of the hedged item.

Old Kent uses forward sale agreements and options on forward sale agreements to protect the value of residential loan commitments, loans held-for-sale and related mortgage-backed securities held in the trading account. The market value of the financial hedges associated with loan origination commitments and loans held-for-sale are included in the aggregate valuation of mortgages held-for-sale. Premiums paid for options are deferred as a component of other assets and amortized against gains on sale of loans over the contract term. Forward sale agreements associated with mortgage-backed securities held in the trading account are considered when marking those securities to market, with the corresponding adjustment recorded to gains on sale of loans .

From time to time, Old Kent uses Treasury futures and options on Treasury futures to help protect against market value changes in the mortgage servicing rights ("MSR") portfolio. The fair value of the hedges are recorded as an adjustment to the carrying amount of the MSR with a corresponding adjustment to cash or other receivables or payables. If terminated, the realized gain or loss on the hedge is included in MSR amortization over the estimated life of the loan servicing that had been hedged. Option premiums paid or received are deferred as a component of other assets and amortized as MSR amortization over the contract term.

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
June 30, 2000

Derivative financial instruments, such as caps and floors, that do not meet the required criteria are carried on the balance sheet at fair value with realized and unrealized changes in that value recognized in earnings. If the hedged item is sold or its outstanding balance otherwise declines below that of the related hedging instrument, the derivative product (or applicable excess portion thereof) is marked-to-market and the resulting gain or loss is included in earnings.

NOTE C: ADOPTION OF FASB 133
In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities as amended by SFAS No. 137, Deferral of the Effective Date of FASB Statement No. 133, and as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities -an amendment of FASB Statement No. 133. These Statements establish accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or a liability measured at its fair value. These Statements require that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allow a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting.

Statement 133 is effective beginning January 1, 2001. A company may also implement the Statement as of the beginning of any fiscal quarter after issuance. Statement 133 cannot be applied retroactively. Statement 133 must be applied to (a) derivative instruments and (b) certain derivative instruments embedded in hybrid contracts that were issued, acquired, or substantively modified on or after January 1, 1999.

Old Kent has not yet quantified the impacts of Statement 133, which will be adopted as of January 1, 2001, on the consolidated financial statements. The Statement could increase volatility in earnings and other comprehensive income.

NOTE D: LOANS AND NONPERFORMING ASSETS
The following summarizes loans and nonperforming assets at the dates indicated
(dollars in thousands):

Loans:	June 30, 2000	December 31, 1999
Commercial	$3,902,752	$3,742,234
Real estate - Commercial	3,147,169	2,988,586
Real estate - Construction	1,500,218	1,204,291
Real estate - Residential mortgages	1,644,626	1,881,498
Real estate - Consumer home equity	3,136,846	2,240,708
Consumer	1,578,274	1,582,012
Lease financing	333,389	262,334
Total Loans	$15,243,274	$13,901,663

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
June 30, 2000

Nonperforming assets:	June 30, 2000	December 31, 1999
Nonaccrual loans	$72,676	$66,395
Restructured loans	1,720	2,210
Impaired loans	74,396	68,605
Other real estate owned	9,146	8,538
Total nonperforming assets	$83,542	$77,143

Loans past due 90 days or more and still accruing	$20,485	$14,854

At June 30, 2000, the Management of the Corporation has identified loans totaling approximately $22.2 million as potential problem loans. These loans are not included as nonperforming assets in the table above. While these loans were in compliance with repayment terms at June 30, 2000, other circumstances caused management to seriously doubt the ability of the borrowers to continue to remain in compliance with existing loan repayment terms.

NOTE E: ALLOWANCE FOR CREDIT LOSSES AND NET CHARGE-OFFS
The following summarizes the changes in the allowance for credit losses, and net charge-offs
(dollars in thousands):

	For the Six Months ended June 30,
Allowance for Credit Losses	2000		1999
Balance at beginning of period	$206,279		$200,554
Changes in allowance due to acquisitions / divestitures / sales	585		120
Provision for credit losses	31,602		14,160
Gross loans charged-off	(33,987	)	(23,598	)
Gross recoveries of loans previously charged-off	15,201		11,855
Balance at end of period	$219,680		$203,091

	For the Six Months ended June 30,
Net Loan Charge-Offs	2000	1999
Commercial & Commercial Real Estate Loans	$10,831	$3,810
Consumer	5,876	6,831
Residential Mortgages	760	426
Leases	1,319	676
Total Net Charge-Offs	$18,786	$11,743

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
June 30, 2000

NOTE F: SECURITIES AVAILABLE-FOR-SALE
The following summarizes amortized costs and estimated market values of securities available-for-sale at the dates indicated (dollars in thousands):

June 30, 2000:	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Market Value
U.S. Treasury and federal agency securities	$493,906	$1,602	$19,742	$475,766
Collateralized mortgage obligations:
U.S. Government issued	1,140,073	3,952	32,281	1,111,744
Privately issued	336,281	1,166	4,976	332,471
Mortgage-backed pass-through securities	794,438	2,837	34,504	762,771
State and political subdivisions	240,215	4,920	3,792	241,343
Other securities	230,382	858	5,247	225,993
Total securities available-for-sale	$3,235,295	$15,335	$100,542	$3,150,088

December 31, 1999:
U.S. Treasury and federal agency securities	$771,887	$141	$24,154	$747,874
Collateralized mortgage obligations:
U.S. Government issued	1,056,360	54	32,586	1,023,828
Privately issued	424,985	40	8,898	416,127
Mortgage-backed pass-through securities	626,783	484	28,062	599,205
State and political subdivisions	236,117	3,730	5,222	234,625
Other securities	219,060	301	3,191	216,170
Total securities available-for-sale	$3,335,192	$4,750	$102,113	$3,237,829

NOTE G: SECURITIES HELD-TO-MATURITY
The following summarizes amortized costs and estimated market values of securities held-to-maturity at the dates indicated (dollars in thousands):

June 30, 2000:	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Market Value
U.S. Treasury and federal agency securities	$27,496	-	$619	$26,877
Collateralized mortgage obligations:
U.S. Government issued	21,224	-	453	20,771
Privately issued	693	-	6	687
Mortgage-backed pass-through securities	52,231	509	188	52,552
State and political subdivisions	464,466	4,547	19,529	449,484
Other securities	5,235	-	22	5,213
Total securities held-to-maturity	$571,345	$5,056	$20,817	$555,584

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
June 30, 2000

December 31, 1999:
U.S. Treasury and federal agency securities	$30,507	$9	$534	$29,982
Collateralized mortgage obligations:
U.S. Government issued	25,973	-	503	25,470
Privately issued	5,266	-	55	5,211
Mortgage-backed pass-through securities	61,096	947	791	61,252
State and political subdivisions	482,253	5,660	23,630	464,283
Other securities	4,169	2	-	4,171
Total securities held-to-maturity	$609,264	$6,618	$25,513	$590,369

NOTE H: SHAREHOLDERS' EQUITY
In June, 2000, the Board of Directors of Old Kent Financial Corporation declared a 5% stock dividend which was payable on July 14, 2000, to shareholders of record on June 30, 2000. Prior per share amounts included in this report have been adjusted to reflect this dividend.

As of June 30, 2000, Old Kent Financial Corporation completed the repurchase of 3 million shares of its common stock under a June 1999 authorization by its Board of Directors. These shares were purchased by the Corporation in a systematic program of open market or privately negotiated purchases over the ensuing twelve month period ending June 2000. They will be reserved for reissue in connection with the aforementioned stock dividend, the dividend reinvestment plan, employee benefit plans, and other general corporate purposes.

NOTE I: REPORTABLE OPERATING SEGMENTS
Under the provisions of "SFAS No. 131," Old Kent has five reportable operating segments: Corporate Banking, Retail Banking, Investment and Insurance Services, Mortgage Banking and Treasury. Old Kent's reportable segments are strategic business units that are managed separately because each business requires different technology and marketing strategies, and also differs in product emphasis.

The following table summarizes information about reportable operating segments' profit for the three month period ended June 30, 2000 and 1999:

	Net Interest Income	Non Interest Income and Fees		Net Income
June 30, 2000
Corporate Banking	$52,670	$3,844		$18,463
Retail Banking	117,774	32,064		36,623
Investment & Insurance Services	6,331	32,625		8,739
Mortgage Banking	9,084	45,949		4,968
Treasury	10,070	(709	)	12,962
Reconciling Items*	--	(5,300	)	(26,070	)
Consolidated	$195,929	$108,473		$55,685

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
June 30, 2000

June 30, 1999
Corporate Banking	$59,887		$5,993	$26,194
Retail Banking	115,082		26,978	26,885
Investment & Insurance Services	7,118		28,867	8,434
Mortgage Banking	11,343		49,244	5,787
Treasury	(836	)	5,804	5,116
Consolidated	$192,594		$116,886	$72,416

The following table summarizes information about reportable operating segments' profit for the six month period ended June 30, 2000 and 1999:

	Net Interest Income		Non Interest Income and Fees		Net Income
June 30, 2000
Corporate Banking	$104,931		$7,475		$35,588
Retail Banking	230,705		64,675		70,468
Investment & Insurance Services	11,949		66,688		16,235
Mortgage Banking	16,931		89,519		8,608
Treasury	23,028		(1,872	)	26,463
Reconciling Items*	--		(11,425	)	(43,576	)
Consolidated	$387,544		215,060		113,786

June 30, 1999
Corporate Banking	$119,664		$15,309		$53,822
Retail Banking	225,009		58,268		56,295
Investment & Insurance Services	13,586		56,824		15,974
Mortgage Banking	23,835		93,452		12,395
Treasury	(2,679	)	9,521		8,409
Consolidated	$379,415		$233,374		$146,895

As of January 1, 2000, the Old Kent line of business organization structure, business methodologies and technical systems underwent changes that affect how the performance of the individual lines of business are measured and evaluated.

In 2000, the Community Banking line of business was dissolved into the Corporate Banking, Retail Banking, and Investment and Insurance Services lines of business. The historical information related to this change has been restated to provide a meaningful comparison from period to period.

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
June 30, 2000

In addition, Old Kent instituted the use of a new line of business reporting system which management believes provides enhanced information for measurement and evaluation. This new system has refined business methodologies for funds transfer pricing and allocations of loan loss provision, equity, indirect costs and taxes. These changes have been made at a lower level of detail than previously used and only on a prospective basis starting in 2000. It is impracticable to apply these changes historically and as such, all information prior to January 1, 2000 has not been restated for these changes.

* The reconciling items in the above tables reflect the one-time charges related to Old Kent's mergers; Grand Premier Financial, Inc. acquired April 1, 2000, $26.1 million of after-tax charges; Merchants Bancorp, Inc. acquired February 11, 2000, $17.5 million of after-tax charges. Merger charges relating to Grand Premier are described in further detail in Note M.

NOTE J: OTHER ASSETS
Other assets, as shown in the accompanying consolidated balance sheets, include the following (net of amortization):

	June 30, 2000	December 31, 1999
Goodwill	$126,408	$132,989
Core Deposit Intangibles	16,630	18,340
Total	$143,038	$151,329

Other assets, as shown in the accompanying consolidated balance sheets, include mortgage servicing rights ("MSRs") as follows:

	June 30, 2000	December 31, 1999
Carrying value of MSRs	$267,159	$277,544
Estimated aggregate fair value of capitalized MSRs	$309,000	$323,000

The following reflects changes in capitalized mortgage servicing rights for the time periods indicated:

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
June 30, 2000

	For the Six Months ended June 30,
	2000		1999
Balance at beginning of period	$277,544		$231,112
Additions	92,009		158,230
Sales	(86,497	)	(74,607	)
Amortization	(15,897	)	(32,350	)
Balance at end of period	$267,159		$282,385

Related servicing valuation reserve:
Balance at beginning of period	--		($9,129	)
Servicing valuation provision	--		1,542
Balance at end of period	--		($7,587	)

NOTE K: EARNINGS PER SHARE
The following table reconciles the numerators and denominators used in the calculations of basic and diluted earnings per share:

	For the Three Months ended June 30				For the Six Months ended June 30
	2000		1999		2000		1999
Basic:
Net Income	$55,685,000		$72,416,000		$113,786,000		$146,895,000
Less: Dividends on preferred stock	($185,000	)	($185,000	)	($370,000	)	($370,000	)
Income available to common shareholders	$55,500,000		$72,231,000		$113,416,000		$146,525,000
Average common shares outstanding	137,206,000		138,975,000		137,520,000		139,629,000
Basic earnings per share	$0.40		$0.52		$0.82		$1.05

Diluted:
Net income	$55,685,000		$72,416,000		$113,786,000		$146,895,000
Less: Dividends on preferred stock	($185,000	)	($185,000	)	($370,000	)	($370,000	)
Add: Dividends on convertible preferred
stock	$145,000		$145,000		$290,000		$290,000
Income available to common shareholders	$55,645,000		$72,376,000		$113,706,000		$146,815,000
Average common shares outstanding	137,206,000		138,975,000		137,520,000		139,629,000
Dilutive effect of:
Employee stock plans	950,000		1,209,000		864,000		1,324,000
Convertible preferred stock	416,000		416,000		416,000		416,000
Total average shares and assumed conversions	138,572,000		140,600,000		138,800,000		141,369,000

Diluted earnings per share	$0.40		$0.51		$0.82		$1.04

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
June 30, 2000

Potential dilutive shares resulting from employee stock plans did not include outstanding options to purchase shares totaling 2.9 million, with exercise prices per share ranging from $29.98 to $39.85 for the three month period ending June 30, 2000 and shares totaling 3.0 million, with exercise prices per share ranging from $29.42 to $39.85 for the six month period ending June 30, 2000. The average market price of Old Kent's common stock was less than the exercise price of these options. There were no anti-dilutive shares related to outstanding options in the second quarter or six month periods of 1999. Under the treasury stock method of computing the impact of these options the result would be anti-dilutive and therefore is not included for purposes of calculating diluted earnings per share.

NOTE L: COMPREHENSIVE INCOME
Comprehensive income reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. For Old Kent, comprehensive income represents net income adjusted for the change in unrealized gains and losses on available-for-sale securities. Comprehensive income was approximately $67.8 million and $29.8 million for the quarters ended June 30, 2000 and 1999, respectively, and approximately $124.1 million and $82.1 million for the six month period ended June 30, 2000 and 1999, respectively.

NOTE M: BUSINESS COMBINATIONS
On February 11, 2000, Old Kent completed the acquisition of Merchants Bancorp, Inc. ("Merchants"). The merger was accounted for as a pooling-of-interests. Old Kent exchanged .830 shares of Old Kent Common Stock for each outstanding share of Merchants Common Stock. The issuance totaled approximately 4.4 million shares. Merchants was a bank holding company headquartered in Aurora, Illinois. When acquired, Merchants had consolidated assets of approximately $1 billion and consolidated deposits of approximately $0.7 billion. Merchants operated 12 suburban Chicago area banking sites as well as two banking sites in Dekalb and Kendall counties. Reserves established for charges related to this acquisition were substantially utilized as of June 30, 2000.

On April 1, 2000, Old Kent completed the acquisition of Grand Premier Financial, Inc. ("Grand Premier"). The merger was accounted for as a pooling-of-interests. Old Kent exchanged .4231 shares of Old Kent Common Stock for each outstanding share of Grand Premier Common Stock. The issuance totaled approximately 9.4 million shares. Grand Premier was a bank holding company headquartered in Wauconda, Illinois, with consolidated assets of approximately $1.7 billion and consolidated deposits of approximately $1.3 billion at March 31, 2000. Grand Premier operated 23 banking offices in the Chicago area and Northern Illinois.

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
June 30, 2000

During the second quarter of 2000, Old Kent recognized $26.1 million of after-tax, merger related charges associated with Grand Premier Financial, Inc. which had the effect of reducing earnings per share by $.19. On a pre-tax basis, the charges consisted of transaction costs of $4.0 million; employment charges of $11.2 million primarily related to redundant staffing; $10.8 million mainly associated with contract cancellation costs and asset obsolescence for duplicate operations; $8.0 million special loan loss provision to conform Grand Premier asset quality measurements with Old Kent's practices; and security losses of $5.3 million resulting from the securitization and sale of $270 million of residential mortgages to realign the balance sheet composition of the combined companies to Old Kent's profile. Excluding the special loan loss provision, Old Kent's unexpended reserves were $13.7 million at June 30, 2000.

On June 15, 2000, Old Kent entered into a definitive agreement for the acquisition of Home Bancorp. The merger is intended to be accounted for as a purchase transaction. Old Kent will exchange .6945 shares of Old Kent Common Stock for each outstanding share of Home Bancorp Common Stock. Old Kent expects to issue approximately 1.4 million shares related to this transaction. Home Bancorp is a bank holding company headquartered in Fort Wayne, Indiana, with consolidated assets of approximately $397 million and consolidated deposits of approximately $337 million at June 30, 2000. Home Bancorp operates 10 banking locations; seven in Fort Wayne, two in Decatur and one branch in New Haven. The merger is subject to shareholder and regulatory approval and is expected to be completed during the fourth quarter of 2000.

NOTE N: LONG -TERM DEBT
Long-term debt, as shown in the accompanying consolidated balance sheet, consists of the following:

	June 30,	December 31,
	2000	1999
Subordinated notes, 6 5/8% due November 15, 2005	$100,000	$100,000
Subordinated notes, LIBOR plus .75% due November 1, 2005	100,000	--
Capital securities, as described below	100,000	100,000
Total long-term debt	$300,000	$200,000

On January 31, 1997, Old Kent issued a floating rate junior subordinated debenture (the "Debenture") having a principal amount of $103,092,784 to Old Kent Capital Trust I (the "Trust"). Cumulative interest on the principal sum of the Debenture accrues from January 31, 1997, and it is payable quarterly in arrears on the first day of February, May, August and November of each year at a variable rate per annum equal to LIBOR (London Interbank Offering Rate) plus .80% until paid. Interest is computed on the actual number of days elapsed in a year of twelve 30 day months. The Debentures rank subordinate and junior in right of payment to all indebtedness (as defined) of Old Kent. The Debenture matures on February 1, 2027, but may be redeemed in whole or in part beginning on February 1, 2007, or earlier upon the occurrence of certain special events defined in the Indenture governing the Debenture.

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
June 30, 2000

On January 31, 1997, the Trust sold Floating Rate Subordinated Capital Income Securities ("Preferred Securities") having an aggregate liquidation amount of $100 million to investors and issued Common Capital Securities ("Common Securities") having an aggregate liquidation amount of $3,092,784 to Old Kent. All of the proceeds from sale of Preferred Securities and Common Securities were invested in a Debenture issued by Old Kent. Preferred Securities and Common Securities represent undivided beneficial interests in the Debenture, which is the sole asset of the Trust. Holders of Preferred Securities and Common Securities are entitled to receive distributions from the Trust on terms which correspond to the interest and principal payments due on the Debenture. Payment of distributions by the Trust and payments on liquidation of the Trust or redemption of Preferred Securities are guaranteed by Old Kent to the extent the Trust has funds available (the "Guarantee"). Old Kent's obligations under the Guarantee, taken together with its obligations under the Debenture, the Indenture, the applicable Declaration of Trust and Old Kent's agreement to pay all fees and expenses related to the trust and all ongoing costs, expenses and liabilities of the Trust for so long as the trust holds the Debenture, constitute a full and unconditional guarantee of all of the Trust's obligations under the Preferred Securities issued by the Trust. Because the Common Securities held by Old Kent represent all of the outstanding voting securities of the Trust (in the absence of a default or other specified event), the Trust is considered to be a wholly owned subsidiary of Old Kent for reporting purposes and its accounts are reflected in the consolidated financial statements of Old Kent. The Preferred Securities qualify as Tier I capital for regulatory capital purposes.

On April 28, 2000, Old Kent Bank issued subordinated bank notes (the "Notes") having a principal amount of $100,000,000. Cumulative interest on the principal sum of the Notes accrues from April 28, 2000, and it is payable quarterly in arrears on the first day of February, May, August and November of each year at a variable rate per annum equal to LIBOR (London Interbank Offered Rate) plus .75% until paid. The Notes are unsecured and subordinate and junior in right of payment to Old Kent Bank's obligations to its depositors, its obligations under bankers' acceptances, letters of credit and senior notes, collateralized borrowings, and its obligations to all of its other general creditors. The Notes mature on November 1, 2005, but may be redeemed in whole or in part beginning on November 1, 2000. The Notes qualify as Tier II capital for regulatory capital purposes.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant factors which have affected Old Kent's financial condition and results of operations during the periods included in the consolidated financial statements included in this filing.

As discussed in Note M to the Financial Statements, Old Kent completed the merger of Grand Premier Financial, Inc. into Old Kent as of April 1, 2000. The merger was accounted for as a pooling-of-interests and all financial information in this report has been adjusted to reflect this business combination.

RESULTS OF OPERATIONS
Old Kent's net income was $55.7 million for the second quarter of 2000 compared to $72.4 million for the same period in 1999. Second quarter diluted earnings per share was $.40, a 21.6% decrease from $.51 for the same period last year due to the impact of merger charges as discussed below.

During the second quarter of 2000, Old Kent recognized $26.1 million of after-tax, merger related charges which had the effect of reducing diluted earnings per share by $.19. Excluding these merger charges, diluted earnings per share was $.59 for the six months ended June 30, 2000 or 15.7% better than the same period for 1999. Second quarter 2000 operating net income was $81.8 million or 12.9% greater than net income of $72.4 million for the same period for 1999.

Total assets were $22.2 billion at quarter-end compared to $20.6 billion at December 31, 1999. The increase was primarily due to growth in loans. Return on average equity for the second quarter of 2000 was 15.02% compared to 19.25% for the second quarter of 1999. Return on average assets was 1.02% for the second quarter of 2000 compared to 1.40% for the second quarter of 1999.

Old Kent's net interest income for the second quarter of 2000 was $195.9 million, a 1.7% increase over the $192.6 million recorded in the same period of 1999. For the second quarter of 2000, the net interest margin was 4.04% compared to 4.20% a year ago. While interest-earning assets have grown $1.7 billion year over year, core deposits have decreased slightly. As a result, higher costing sources have been used to fund this growth. Higher yielding loans grew $2.4 billion, while lower yielding securities and mortgages held-for-sale decreased $622 million. On the funding side, core deposits decreased $219 million and managed liabilities, including negotiable and foreign deposits, increased $2.1 billion. The yield on interest-earning assets increased 64 basis points, however, the funding costs increased 83 basis points. As a result, the net interest spread decreased 19 basis points and the net interest margin decreased 16 basis points.

For the second quarter of 2000, the provision for credit losses was $17.0 million, including $8.0 million to conform Grand Premier asset quality measurements with Old Kent's practices. This

compares to $6.0 million for the second quarter of 1999. Net credit losses were $8.8 million or .23% of average loans for the second quarter of 2000 compared to $5.2 million or .17% of average loans for the same period a year ago. The increase was primarily due to higher net charge-offs in the commercial portfolio. The allowance for credit losses as a percent of loans and leases outstanding was 1.44% at June 30, 2000 and 1.48% at December 31, 1999. Impaired loans as a percent of total loans was .49% at both June 30, 2000 and December 31, 1999.

Total other operating income, (which excludes securities transactions and other nonrecurring income) increased 2.0% or $2.2 million during the second quarter of 2000 over the same period a year ago. Investment management and trust revenues increased 8.7% or $1.8 million as a result of focused sales initiatives and business development efforts. Deposit account revenues increased 6.1% or $1.2 million. All other service charges and fees decreased $0.8 million from the same period a year ago.

Old Kent sold approximately $2.3 billion of residential mortgage loans during the quarter. Old Kent's residential third party mortgage servicing portfolio was $14.2 billion at June 30, 2000, and $14.7 billion at December 31, 1999.

Total net securities losses for the second quarter of 2000 were $5.3 million. These losses resulted from the securitization and sale of $270 million of residential mortgages to realign the balance sheet composition of the newly combined companies to Old Kent's profile. This compares to net gains of $5.3 million for the same period of 1999.

Total operating expenses excluding merger related charges for the second quarter of 2000 decreased 6.1% compared to the same period of 1999. Salaries, wages and employee benefits decreased $4.5 million or 4.6% for the second quarter of 2000 from the second quarter of 1999. Combined occupancy and equipment expenses were essentially flat compared to the same period a year ago. Other operating expenses, excluding $26.0 million in merger related charges, decreased by 10.8% or $7.3 million from the prior year. This overall reduction in operating expenses is attributable to the realization of expense savings as a result of the acquisitions of Merchants and Grand Premier.

Old Kent's effective tax rate (based on net income before taxes without any taxable equivalency adjustment for non-taxable interest) was 31.9% for the second quarter, 2000 and 31.7% for the first six months of 2000. This compares to 35.1% for the first six months of 1999 and 34.9% for the year 1999. The decrease is the result of certain corporate initiatives and an increase in assets earning non-taxable income. It is expected that the effective tax rate for 2000 will continue to be lower than the rate for 1999.

BALANCE SHEET CHANGES
Total interest-earning assets increased 8.1% or $1.5 billion over December 31, 1999. Loans increased $1.3 billion or 9.7% since year-end 1999. Total securities decreased $126 million since year-end 1999. Mortgages held-for-sale increased 36.4% or $328 million. Other interest-earning assets, primarily representing federal funds sold, decreased $11 million since year-end 1999.

As a means of better leveraging its balance sheet to enhance profitability, Old Kent has developed relationships to acquire consumer loans originated primarily through flow arrangements with third party originators. These loans, which largely consisted of home equity loans secured by residential real estate, aggregated approximately $454 million for the second quarter of 2000. The Corporation expects to continue this strategy during 2000, by acquiring similar loan packages from time to time based on "flow" arrangements with select counterparties, provided that such portfolios, and the originators, continue to meet Old Kent's standards.

Total deposits increased $1.0 billion or 6.6% from year-end 1999; non-interest-bearing deposits increased .3% or $7 million and interest-bearing deposits increased 7.6% or $1.0 billion. Other borrowed funds increased $425 million and long-term debt increased $100 million from December 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES
The maintenance of an adequate level of liquidity is necessary to ensure that sufficient funds are available to meet customers' loan demand and deposit withdrawals. Old Kent Bank's liquidity sources consist of securities available-for-sale, maturing loans and securities held-to-maturity, and other short-term investments. Liquidity has also been obtained through liabilities such as customer-related core deposits, funds borrowed, certificates of deposit and public funds deposits.

Old Kent has filed a shelf registration to issue $250 million of common stock, preferred stock, depository shares, debt securities or warrants and a shelf registration to issue an additional $200 million of trust preferred securities. In addition, Old Kent has a $150 million committed line of credit from a syndicate of commercial banks. Sales of securities under these registration statements or advances against the line of credit could also be used as sources of liquidity and capital if and as needed.

During the second quarter of 2000, Old Kent issued subordinated bank notes having a principal amount of $100 million. These notes qualify as Tier II capital for regulatory capital purposes (see Note N).

At June 30, 2000, shareholders' equity was $1,524.4 million compared to $1,485.8 million at December 31, 1999. The changes in total shareholders' equity and book value per common share are summarized in the tables below.

	Total Share- holders' Equity (in millions)		Book Value Per Common Share
Balance, December 31, 1999	$1,485.8		$10.77
Net income for the six months ended	113.8		.82
June 30, 2000
Cash dividends paid on common stock	(54.7	)	(.42	)
Change in other comprehensive income	10.3		.08
Stock repurchases (net of stock issued)	(30.8	)	(.12	)
Balance, June 30, 2000	$1,524.4		$11.13

As shown in the table below, the Corporation repurchased approximately 744 thousand shares of its common stock during the three months ended June 30, 2000. These shares were repurchased pursuant to previously announced authorizations by Old Kent's Board of Directors. The repurchase of these shares had a beneficial effect on earnings per common share and return on average equity for the three month period ended June 30, 2000.

Old Kent Common Stock repurchased and reserved for future reissuance in connection with:

	Total		Stock Dividends		Dividend Reinvestment and Employee Stock Plans
Shares reserved at 3/31/00	2,418,506		1,125,000		1,293,506
Shares repurchased	744,167		375,000		369,167
Shares reissued	(1,692,854	)	(1,500,000	)	(192,854	)
Shares reserved at 6/30/00	1,469,819		(0	)	1,469,819

For a number of years, Old Kent has been authorized by its Board of Directors to repurchase shares in connection with the Corporation's Dividend Reinvestment and employee stock plans, and on a quarterly basis has systematically maintained a level of shares equivalent to anticipated needs.

At June 30, 2000, Old Kent held nearly 1.5 million shares of its common stock reserved for reissuance as detailed in the table above. These shares were repurchased under a June, 1999 Board of Directors authorization allowing management to repurchase up to 3.0 million shares of Old Kent Common Stock intended for reissuance in connection with stock dividends, dividend reinvestment and employee stock plans, and other corporate purposes over the ensuing twelve month period. As of June 30, 2000, the Corporation completed the repurchase of shares under this authorization. Under the authorization, 1.5 million of the total 3.0 million shares authorized were utilized for the 5% stock dividend described below. These shares were repurchased in a systematic pattern (on a quarterly ratable basis) of open market and privately negotiated transactions. The remaining 1.5 million shares of the authorization are intended for reissue in connection with the Corporation's dividend reinvestment and employee stock plans, as well as other unspecified corporate purposes such as business acquisitions accounted for as purchases.

In June, 2000, the Board of Directors of Old Kent Financial Corporation declared a 5% stock dividend which was payable on July 14, 2000, to shareholders of record on June 30, 2000. Approximately 6.5 million shares were issued for this dividend including 1.5 million repurchased for this purpose in the preceding twelve months. All prior per share amounts included in this report have been adjusted to reflect this dividend.

Total equity at June 30, 2000, was decreased by an after-tax unrealized loss of $67 million on securities available-for-sale. Shareholders' equity as a percentage of total assets as of June 30, 2000, was 6.9%.

The following table represents Old Kent's consolidated regulatory capital position as of June 30, 2000:

Regulatory capital at June 30, 2000
(in millions)	Leverage Ratio	Tier 1 Risk-Based Capital	Total Risk-Based Capital
Actual capital	$1,544.0	$1,544.0	$1,972.9
Required minimum regulatory capital	$652.8	$726.7	$1,453.3
Capital in excess of requirements	$891.2	$817.3	$519.6
Actual ratio	7.10%	8.50%	10.86%
Regulatory Minimum Ratio	3.00%	4.00%	8.00%
Ratio considered "well capitalized"
by regulatory agencies	5.00%	6.00%	10.00%

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The information concerning quantitative and qualitative disclosures about market risk contained and incorporated by reference in Item 7A of the Corporation's Form 10-K Annual Report for its fiscal year ended December 31, 1999, is here incorporated by reference.

Old Kent faces market risk to the extent that both earnings and the fair values of its financial instruments are affected by changes in interest rates. The Corporation measures this risk with three tools: static GAP analysis, simulation modeling, and economic value of equity estimation. Throughout the first six months of 2000, the results of these three measurement techniques were within the Corporation's policy guidelines. The Corporation does not believe that there has been a material change in the Corporation's primary market risk exposures, including the categories of market risk to which the Corporation is exposed and the particular markets that present the primary risk of loss to the Corporation. As of the date of this Form 10-Q Quarterly Report, the Corporation does not know of or expect there to be any material change in the general nature of its primary market risk exposure in the near term.

The methods by which the Corporation manages its primary market risk exposures, as described in the sections of its Form 10-K Annual Report incorporated by reference in response to this item, have not changed materially during the current year. As of the date of this Form 10-Q Quarterly Report, the Corporation does not expect to change those methods in the near term. However, the Corporation may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

The Corporation's market risk exposure is mainly comprised of its vulnerability to interest rate risk. Prevailing interest rates and interest rate relationships are primarily determined by market factors which are outside of Old Kent's control. All information provided in response to this item consists of forward-looking statements. Reference is made to the section captioned "Forward-Looking Statements" at the beginning of this Form 10-Q Quarterly Report for a discussion of the limitations on Old Kent's responsibility for such statements. In this discussion, "near term" means a period of one year following the date of the most recent balance sheet contained in this report.

Part II

Item 2. Changes in Securities and Use of Proceeds

Effective April 1, 2000, as a result of the merger through which Old Kent acquired Grand Premier Financial, Inc., Old Kent issued 7,250 shares of Series D Perpetual Preferred Stock ("Series D Shares") and 2,000 shares of Series E Perpetual Preferred Stock ("Series E Shares"). Each Series D Share and Series E Share has a stated value of $1,000 per share and is entitled to receive, as and when declared payable by the board of directors, cumulative preferred dividends at the annualized rate of 8%, payable quarterly on the last day of each March, June, September, and December. No dividend may be paid or declared on Common Stock, $1 par value ("Common Stock") unless all dividends on Series D Shares and Series E Shares have been declared and paid or set apart for payment at the applicable rate. Each Series D Share and

Series E Share is preferred to the extent of its stated value in the event of a voluntary or involuntary liquidation, dissolution, or winding up of the corporation. Series D Shares are convertible into shares of Common Stock at a price of $17.4195 of stated value per share of Common Stock. Series D Shares and Series E Shares were issued in exchange for equivalent shares of preferred stock of Grand Premier Financial, Inc.

Item 6. Exhibits and Reports on Form 8-K

	(a)		The following exhibits are filed as part of this report:

	Number		Exhibit

	2.1		Agreement and Plan of Merger between Merchants Bancorp, Inc. , Old Kent Financial Corporation and Merchants Acquisition Corporation. Previously filed as Exhibit 2.1 to Old Kent's Form 8-K Current Report dated July 24, 1999. Here incorporated by reference.

	2.2		Agreement and Plan of Merger between Grand Premier Financial, Inc., Old Kent Financial Corporation and OKFC Merger Corporation. Previously filed as Exhibit 2.1 to Old Kent's Form 8-K Current report dated September 10, 1999. Here incorporated by reference.

	2.3		Agreement and Plan of merger among Home Bancorp, Old Kent Financial Corporation and O K Acquisition Corporation dated June 15, 2000. Previously filed as Exhibit 2 to Old Kent's Form S-4 Registration Statement (Registration No. 333-42804) filed August 2, 2000. Here incorporated by reference.

	3.1		Restated Articles of Incorporation. Previously filed as Exhibit 3.1 to Old Kent's Form S-4 Registration Statement (Registration No. 333-56209) filed June 5, 1998. Here incorporated by reference.

	3.2		Bylaws. Previously filed as Exhibit 3.2 to Old Kent's Form 8-K Current Report dated March 2, 2000. Here incorporated by reference.

	4.1		Certificate of Designation, Preferences, and Rights of Series D Perpetual Preferred Stock and Series E Perpetual Preferred Stock. Previously filed as Exhibit 4.9 to Old Kent's Form S-4 Registration Statement filed December 23, 1999. Here incorporated by reference.

	10.1		Executive Benefit Trust Dated June 12, 2000.

	10.2		Executive Incentive Bonus Plan of 2000, filed as part of Old Kent's definitive proxy statement dated February 28, 2000. Here incorporated by reference.

	12		Ratio of Earnings to Fixed Charges.

	27		Financial Data Schedule.

	(b)		The following reports on Form 8-K were filed during the second quarter of 2000:

Date of Event Reported	Item Reported	Financial Statements Filed

March 3, 2000	5	Condensed Consolidated Results of Operations (Unaudited)

April 3, 2000	5,7	N/A

April 10, 2000	5,7	N/A

April 19, 2000	5,7	N/A

April 30, 2000	5	Condensed Consolidated Results of Operations (Unaudited)

June 12, 2000	5,7	N/A

June 15, 2000	5,7	N/A

SIGNATURES

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.

	OLD KENT FINANCIAL CORPORATION


Date: August 10, 2000	/s/ Kevin T. Kabat Kevin T. Kabat Vice Chairman of the Corporation and President of Old Kent Bank


Date: August 10, 2000	/s/ Mark F. Furlong Mark F. Furlong Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


	Number		Exhibit

	2.1		Agreement and Plan of Merger between Merchants Bancorp, Inc. , Old Kent Financial Corporation and Merchants Acquisition Corporation. Previously filed as Exhibit 2.1 to Old Kent's Form 8-K Current Report dated July 24, 1999. Here incorporated by reference.

	2.2		Agreement and Plan of Merger between Grand Premier Financial, Inc., Old Kent Financial Corporation and OKFC Merger Corporation. Previously filed as Exhibit 2.1 to Old Kent's Form 8-K Current report dated September 10, 1999. Here incorporated by reference.

	2.3		Agreement and Plan of merger among Home Bancorp, Old Kent Financial Corporation and O K Acquisition Corporation dated June 15, 2000. Previously filed as Exhibit 2 to Old Kent's Form S-4 Registration Statement (Registration No. 333-42804) filed August 2, 2000. Here incorporated by reference.

	3.1		Restated Articles of Incorporation. Previously filed as Exhibit 3.1 to Old Kent's Form S-4 Registration Statement (Registration No. 333-56209) filed June 5, 1998. Here incorporated by reference.

	3.2		Bylaws. Previously filed as Exhibit 3.2 to Old Kent's Form 8-K Current Report dated March 2, 2000. Here incorporated by reference.

	4.1		Certificate of Designation, Preferences, and Rights of Series D Perpetual Preferred Stock and Series E Perpetual Preferred Stock. Previously filed as Exhibit 4.9 to Old Kent's Form S-4 Registration Statement filed December 23, 1999. Here incorporated by reference.

	10.1		Executive Benefit Trust Dated June 12, 2000.

	10.2		Executive Incentive Bonus Plan of 2000, filed as part of Old Kent's definitive proxy statement dated February 28, 2000. Here incorporated by reference.

	12		Ratio of Earnings to Fixed Charges.

	27		Financial Data Schedule.