EXHIBIT 99.2
[GRAND PREMIER LOGO]
GRAND PREMIER FINANCIAL, INC.
486 West Liberty Street
Wauconda, Illinois 60084
Telephone: (847) 487-1818
January 13, 2000
Dear Fellow Stockholder:
On behalf of the Board of Directors of Grand Premier Financial, Inc., we
cordially invite you to attend the Special Meeting of Stockholders of Grand
Premier Financial, Inc. to be held on February 22, 2000 at 9:00 a.m.,
local time, at Grand National Bank, 3 Nelson C. White Parkway, Mundelein,
Illinois 60060 for the purpose of considering and acting upon:
| 1. |
A proposal to approve
and adopt an Agreement and Plan of Merger, dated as of September 9, 1999,
among Grand Premier, Old Kent Financial Corporation, and a wholly-owned
subsidiary of Old Kent under which Old Kent will acquire Grand Premier,
and |
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each share of Grand Premier common
stock will be converted into 0.4231 of a share of Old Kent common stock
(and cash in lieu of fractional shares), and |
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each share of Grand Premier preferred
stock will be exchanged for one share of Old Kent preferred stock with
substantially identical terms; and |
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| 2. |
Such other matters
as may properly come before the special meeting or any adjournments or
postponements of the meeting. |
Only holders of Grand Premier common stock as of the close of business
on December 31, 1999 are entitled to vote at the Special Meeting. Under
Delaware law, holders of record of Grand Premier preferred stock as of
that date are entitled to dissent from the merger and obtain an appraisal
of their shares, as more fully explained in the attached prospectus and
proxy statement.
The terms of the Agreement and Plan of Merger, as well as other important
information relating to Old Kent, Grand Premier, and the combined company,
are contained in the attached prospectus and proxy statement. Please give
this document your careful attention. The Board of Directors of Grand
Premier has approved the Agreement and Plan of Merger and unanimously recommends
that Grand Premier's common
stockholders vote "FOR"
the approval and adoption.
Because of the significance of the proposed merger to Grand Premier, your
vote at the special meeting, either in person or by proxy, is especially
important. Whether or not you plan to attend the special meeting, please
complete, sign and date the enclosed proxy card and return it in the enclosed
postage-paid envelope. You may revoke your proxy at any time before the
special meeting, as more fully explained in the attached prospectus and
proxy statement. Thank you for your prompt attention to this important
matter.
Sincerely,
/s/ Richard L. Geach
Richard L. Geach
President and Chief Executive Officer |
/s/ Alan J. Emerick
Alan J. Emerick
Secretary |
