Exhibit 99.3
GRAND PREMIER FINANCIAL, INC.
486 West Liberty Street
Wauconda, Illinois 60084
Telephone: (847) 487-1818
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held on February 22, 2000
NOTICE IS HEREBY GIVEN that a special
meeting of stockholders of Grand Premier Financial, Inc. will 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. |
The
approval and adoption of an Agreement and Plan of Merger, dated as of September
9, 1999, among Grand Premier, Old Kent Financial Corporation, and OK Merger
Corporation, a wholly-owned subsidiary of Old Kent, pursuant to which Grand
Premier would merge into OK Merger Corporation and |
| |
| |
• |
Grand Premier's
common stockholders would receive 0.4231 of a share of Old Kent common
stock (and cash in lieu of fractional shares) in exchange for each share
of Grand Premier common stock held by them, and |
| |
| |
• |
Grand Premier's
preferred stockholders would receive one share of Old Kent preferred stock
in exchange for each share of Grand Premier preferred stock held by them, |
| |
| |
as
more fully described in the accompanying prospectus and proxy statement;
and |
| |
| 2. |
Such
other matters as may properly come before the special meeting or any adjournments
or postponements of the meeting. |
A proxy card and a prospectus and proxy
statement for the special meeting are enclosed. Only holders of record
of Grand Premier common stock as of the close of business on __________________
are entitled to vote at the special meeting and any adjournments or postponements
of the meeting. Under applicable Delaware law, holders of record of Grand
Premier preferred stock as of such date are entitled to dissent from the
merger and obtain an appraisal of their shares, as more fully explained
in the accompanying prospectus and proxy statement.
You are cordially invited to attend
the special meeting. Although you may plan to attend the special meeting,
it is important that you execute, date, and return promptly the enclosed
proxy in the pre-addressed, postage-paid envelope. You may revoke your
proxy at any time before the special meeting, or if you do attend the special
meeting, you may revoke your proxy at that time, if you wish.
| |
By Order of
the Board of Directors
Alan J. Emerick
Secretary |
Wauconda, Illinois
[mailing date]
| IMPORTANT: The prompt
return of proxies will save Grand Premier the expense of further requests
for proxies. A self-addressed envelope is enclosed for your convenience.
No postage is required if mailed within the United States. |
