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, 1995, 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 0-12216 OLD KENT FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Michigan 38-1986608 (State of Incorporation) (I.R.S. Employer Identification Number) One Vandenberg Center Grand Rapids, Michigan 49503 (Address of principal executive (Zip Code) Registrant's telephone number, including a(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 periods 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 of $1, as of July 31, 1995 was 43,170,418 shares. Exhibit Index on Page 14 INDEX OLD KENT FINANCIAL CORPORATION PART I FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) Consolidated Balance Sheets as of June 30, 1995 and December 31, 1994 Consolidated Statements of Income for the three and six months ended June 30, 1995 and 1994 Consolidated Statements of Cash Flows for the six months ended June 30, 1995 and 1994 Notes to consolidated financial statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K SIGNATURES OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited)______________________________________________________ June 30, December 31, (dollars in thousands) 1995 1994 ASSETS: Cash and due from banks........................................... $529,666 $486,281 Federal funds sold and resale agreements.......................... 486,107 28,727 Total cash and cash equivalents................................... 1,015,773 515,008 Interest-earning deposits......................................... 855 5,255 Trading account securities........................................ 3,261 10,651 Mortgages held-for-sale........................................... 324,345 189,989 Securities available-for-sale: Collateralized mortgage obligations and other mortgage-backed securities................................................. 262,181 406,422 Other securities............................................... 531,799 1,050,908 Total securities available-for-sale (amortized cost of $800,203, and $1,518,208, respectively)...................... 793,980 1,457,330 Securities held-to-maturity: Collateralized mortgage obligations and other mortgage-backed securities................................................. 982,363 1,092,797 Other securities............................................... 939,869 990,695 Total securities held-to-maturity (market values of $1,921,345 and $2,002,803, respectively)..................... 1,922,232 2,083,492 Loans............................................................. 7,491,863 6,854,849 Allowance for credit losses....................................... (175,351) (167,253) Net loans......................................................... 7,316,512 6,687,596 Premises and equipment............................................ 173,703 171,815 Other assets...................................................... 381,305 356,587 Total Assets...................................................... $11,931,966 $11,477,723 LIABILITIES AND SHAREHOLDERS' EQUITY: Liabilities: Deposits: Non-interest bearing........................................... $1,382,515 $1,449,460 Interest-bearing............................................... 7,745,782 7,599,218 Foreign deposits -- interest-bearing........................... 297,247 380,659 Total deposits............................................... 9,425,544 9,429,337 Short-term borrowed funds......................................... 1,306,801 1,009,650 Other liabilities................................................. 225,007 141,621 Long-term debt.................................................... 1,072 1,119 Total Liabilities................................................. 10,958,424 10,581,727 Shareholders' Equity: Preferred stock: 25,000,000 shares authorized and unissued........ -- -- Common stock, $1 par value: 150,000,000 shares authorized; 43,109,990 and 43,178,291 shares issued and outstanding ........ 43,110 43,178 Capital surplus................................................... 136,708 141,246 Retained earnings................................................. 797,771 751,163 Valuation adjustment of securities available-for-sale............. (4,047) (39,591) Total Shareholders' Equity........................................ 973,542 895,996 Total Liabilities and Shareholders' Equity....................... $11,931,966 $11,477,723 See accompanying notes to consolidated financial statements OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Income (Unaudited)____________________________________ For the Three Months For the Six Months Ended June 30, Ended June 30, (in thousands, except per share data) 1995 1994 1995 1994 Interest Income: Interest and fees on loans.......................... $169,452 $120,005 $325,793 $225,532 Interest on mortgages available-for-sale............ 4,110 3,861 6,797 8,806 Interest on securities available-for-sale........... 16,271 20,844 39,104 43,447 Interest on securities held-to-maturity: Taxable........................................... 29,108 34,830 59,658 68,910 Tax-exempt........................................ 3,250 3,296 6,522 6,585 Interest on deposits................................ 216 360 422 539 Interest on federal funds sold and resale agreements 6,236 822 8,934 1,491 Interest on trading account securities.............. 620 248 948 717 Total interest income............................... 229,263 184,266 $448,178 356,027 Interest Expense: Interest on domestic deposits....................... 87,396 58,557 167,092 113,566 Interest on foreign deposits........................ 4,905 2,628 10,050 5,586 Interest on short-term borrowed funds............... 17,986 8,815 34,218 15,865 Interest on long-term debt.......................... 27 32 55 57 Total interest expense.............................. 110,314 70,032 211,415 135,074 Net Interest Income................................... 118,949 114,234 236,763 220,953 Provision for credit losses........................... 5,991 6,471 10,558 11,135 Net interest income after provision for credit losses................................. 112,958 107,763 226,205 209,818 Other Income: Trust income........................................ 10,638 10,732 20,964 21,044 Service charges on deposit accounts................. 10,144 9,161 19,292 17,261 Securities transactions............................. (30) 1,200 (167) 627 Credit card transaction revenue..................... 6,750 5,048 13,343 9,771 Mortgage banking gains.............................. 2,463 3,646 4,896 5,652 Mortgage servicing revenue.......................... 3,962 3,308 7,818 6,005 Nonrecurring and OREO income........................ 2,153 1,481 2,202 1,601 Other............................................... 9,509 7,801 18,260 15,396 Total other income.................................. 45,589 42,377 86,608 77,357 Other Expenses: Salaries and employee benefits...................... 45,617 43,524 92,636 83,498 Occupancy expense................................... 6,569 7,059 13,795 13,803 Equipment expense................................... 6,043 5,670 12,039 11,073 FDIC Insurance...................................... 5,150 4,706 10,299 9,220 Interbank credit card transaction fees.............. 4,388 3,787 8,498 6,761 Nonrecurring and OREO expense....................... 1,275 0 1,275 -- Other expenses...................................... 32,880 30,308 65,933 58,602 Total other expenses................................ 101,922 95,054 204,475 182,957 Income Before Income Taxes............................ 56,625 55,086 108,338 104,218 Income taxes........................................ 19,232 18,233 36,242 34,474 Net Income............................................ $37,393 $36,853 $72,096 $69,744 Per Common Share: Net income.......................................... $0.86 $0.85 $1.66 $1.62 Dividends........................................... $0.31 $0.29 $0.62 $0.58 Number of Common Shares Used to Calculate Primary Income Per Share (in thousands)............. 43,438 43,460 43,387 43,117 See accompanying notes to consolidated financial statements. OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Six months ended June 30 (in thousands) 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net income.......................................................$ 72,096 $ 69,744 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses.............................. 10,558 11,135 Depreciation, amortization and accretion................. 19,506 18,754 Net gains on sales of assets............................. (4,617) (3,012) Net decrease in trading account securities............... 8,657 31,657 Originations and acquisitions of mortgages held-for-sale. (878,124) (1,011,639) Proceeds from sales of mortgages held-for-sale........... 746,231 1,346,088 Net change in other assets............................... (32,367) (17,775) Net change in other liabilities.......................... 72,755 (47,470) Net cash provided by operating activities........................ 14,695 397,482 CASH FLOWS FROM INVESTING ACTIVITIES: Maturities and prepayments of securities available-for-sale...... 212,718 63,531 Proceeds from sales of securities available-for-sale............. 997,940 1,213,641 Purchases of securities available-for-sale....................... (492,054) (1,022,624) Maturities and prepayments of securities held-to-maturity........ 183,800 399,564 Purchases of securities held-to-maturity......................... (22,910) (367,372) Net change in interest-earning deposits.......................... 4,355 (6,582) Net increase in loans............................................ (639,475) (473,770) Purchases of leasehold improvements, premises and equipment, net. (12,778) (14,592) Acquisition of businesses net of cash acquired................... - 23,763 Net cash provided by (used for) investing activities............. 231,596 (184,441) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in time deposits........................................ 316,376 335,769 Decrease in demand and savings deposits.......................... (320,168) (334,480) Increase in short-term borrowed funds............................ 290,901 55,930 Payments of long-term debt obligations........................... (47) (43) Repurchases of common stock...................................... (8,305) (64,177) Proceeds from common stock issuances............................. 2,483 2,562 Dividends paid to shareholders................................... (26,766) (24,503) Net cash provided by (used for) financing activities............. 254,474 (28,942) Net change in cash and cash equivalents.......................... 500,765 184,099 Cash and cash equivalents at beginning of year................... 515,008 513,272 Cash and cash equivalents at end of year.........................$ 1,015,773 $ 697,371 Supplemental disclosures of cash flow information: Interest paid on deposits, short-term borrowings and long-term debt...............................................$ 190,389 $ 133,744 Federal income taxes paid...................................... 40,603 37,702 See accompanying notes to consolidated financial statements. OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) June 30, 1995 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 three and six months ended June 30, 1995 are not necessarily indicative of the results that may be expected for the year ended December 31, 1995. 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, 1994. Prior period's amounts included in these financial statements have been reclassified to place them on a basis comparable with the current periods' financial statements. NOTE B: LOANS AND NONPERFORMING ASSETS The following summarizes loans and nonperforming assets at the dates indicated (dollars in thousands): June 30, December 31, Loans: 1995 1994 Commercial.............................. $1,824,111 $1,655,764 Real estate - Commercial............... 1,614,710 1,326,042 Real estate - Construction............. 208,143 215,213 Real estate - Residential mortgages.... 1,141,779 1,160,614 Real estate - Consumer home equity .... 593,746 561,975 Consumer................................ 1,772,872 1,722,134 Credit card loans....................... 169,723 102,252 Lease financing......................... 166,779 110,855 Total Loans............................. $7,491,863 $6,854,849 June 30, December 31, Nonperforming assets (dollars in thousands) 1995 1994 Impaired loans (on nonaccrual status)....... $39,540 $54,576 Restructured loans.......................... 3,814 5,838 Other real estate owned..................... 9,738 12,366 Total nonperforming assets.................. $53,092 $72,780 OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited) June 30, 1995 NOTE C: ALLOWANCE FOR CREDIT LOSSES The following summarizes the changes in the allowance for credit losses (in thousands of dollars): For the six months ended June 30, Allowance for Credit Losses 1995 1994 Balance at January 1,............................. $167,253 $145,323 Allowances acquired with purchased loans........... 199 9,237 Provision for credit losses........................ 10,558 11,135 Gross loans charged-off............................ (9,520) (9,511) Gross recoveries of loans previously charged-off... 6,861 7,211 Balance at end of period,.......................... $175,351 $163,395 NOTE D: SECURITIES AVAILABLE-FOR-SALE The following summarizes amortized costs and estimated market values of securities available-for-sale at the dates indicated (in thousands of dollars): Carrying Gross Gross Value Amortized Unrealized Unrealized at Market June 30, 1995: Cost Gains Losses Value U.S. Treasury and federal agencies................. $ 509,179 $ 801 $ 3,943 $ 506,037 Collateralized mortgage obligations and other mortgage-backed securities................. 262,181 1,820 4,901 259,100 Equity securities.................................. 28,843 0 0 28,843 Total securities available-for-sale................ $ 800,203 $2,621 $ 8,844 $ 793,980 December 31, 1994: U.S. Treasury and federal agencies................. $1,054,962 $1,396 $30,178 $1,026,180 Collateralized mortgage obligations and other mortgage-backed securities................. 439,904 78 33,560 406,422 Equity securities.................................. 23,342 1,386 0 24,728 Total securities available-for-sale................ $1,518,208 $2,860 $63,738 $1,457,330 NOTE E: SECURITIES HELD-TO-MATURITY The following summarizes amortized costs and estimated market values of securities held-to-maturity at the dates indicated (in thousands of dollars): Gross Gross Amortized Unrealized Unrealized Market June 30, 1995: Cost Gains Losses Value U.S. Treasury and federal agencies................ $ 725,110 $ 9,886 $ 4,981 $ 730,015 Collateralized mortgage obligations and other mortgage-backed securities................ 982,364 9,347 19,638 972,073 State and political subdivision securities........ 214,758 5,914 1,415 219,257 Total securities held-to-maturity................. $1,922,232 $25,147 $26,034 $1,921,345 December 31, 1994: U.S. Treasury and federal agencies................ $ 769,576 $ 2,409 $11,752 $ 760,233 Collateralized mortgage obliga other mortgage-backed securities................ 1,092,797 1,590 72,355 1,022,032 State and political subdivision securities........ 221,119 3,645 4,226 220,538 Total securities held-to-maturity $2,083,492 $ 7,644 $88,333 $2,002,803 OLD KENT FINANCIAL 'CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited) June 30, 1995 NOTE F: BUSINESS COMBINATIONS On February 1, 1995 Old Kent acquired First National Bank Corp., a bank holding company headquarted in Mount Clemens, Michigan. The merger was effected through the exchange of 1.08125 shares of Old Kent Common Stock (2,636,221 total shares) for each outstanding share of First National Bank Corp., common stock. The merger was accounted for as a pooling-of-interests. Accordingly, the accompanying consolidated financial statements have been restated to include the financial position and results of operations of First National Bank Corp. prior to the merger. NOTE G: ADOPTION OF SFAS NO. 122 In May, 1995, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 122, "Accounting for Mortgage Servicing Rights, an amendment of FASB Statement No. 65." This Statement requires recognizing as separate assets the rights to service mortgage loans for others, however those servicing rights are acquired. The Statement also requires assessing the capitalized mortgage servicing rights for impairment based on the fair value of those rights. The provisions of this Statement shall be applied prospectively in fiscal years beginning after December 15, 1995, and earlier application is encouraged. The corporation has adopted the provisions of SFAS No. 122. The adoption did not have a material impact on the corporation's financial position or results of operations. NOTE H: CAPITAL STOCK The board of directors of Old Kent Financial Corporation declared a 5% stock dividend, payable on August 15, 1995, to shareholders of record on July 19, 1995. Per share amounts included in this report have not been adjusted to reflect this dividend. 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 the Registrant's financial condition and results of operations during the periods included in the consolidated financial statements included in this filing. The Registrant's form 10-Q for the quarterly period ended March 31, 1995 is herein incorporated by reference. RESULTS OF OPERATIONS The Registrant's net income was $37,393,000 for the second quarter of 1995 compared to $36,853,000 for the same period in 1994. Second quarter net income per share for 1995 was $.86, a 1.2% increase over last year's $.85. Year-to-date net income was $72,096,000 compared to $69,744,000 a year ago and earnings per share was $1.66, a 2.5% increase over last year's $1.62. Total assets were $11.9 billion at quarter-end compared to total assets of $10.9 billion at June 30, 1994. Return on average equity for the second quarter of 1995 was 15.77% compared to 16.83% for the second quarter of 1994. Return on assets was 1.28% for the second quarter of 1995 compared to 1.38% for the second quarter of 1994. The Registrant's net interest income for the second quarter of 1995 was $118.9 million, a 4.1% increase over the $114.2 million recorded in the same period of 1994. This increase primarily resulted from an 10.2% increase in average interest-earning assets. The net interest margin of 4.43% for the second quarter of 1995 compared to 4.70% for the second quarter of 1994. The decrease in the net interest margin is primarily due to increased borrowing costs. The provision for credit losses was $6.0 million for the second quarter of 1995 and $6.5 million for the second quarter of 1994. The allowance for credit losses as a percent of loans and leases outstanding was 2.34% at June 30, 1995 and 2.65% at June 30, 1994. Nonperforming assets as a percent of total loans was .71% at June 30, 1995 and 1.13% at June 30, 1994. Net credit losses were $1.8 million or .10% of average loans for the second quarter of 1995 compared to $1.7 million or .12% of average loans for the same period a year ago. Total other operating income, excluding security transactions and nonrecurring items, increased 9.5% to $43.5 million during the second quarter of 1995 over the same period a year ago. Merchant discount revenue on credit card transactions increased 33.7% or $1.7 million, a result of increased volume and improved pricing practices. Mortgage servicing revenue increased $.7 million or 19.8% during the second quarter of 1995 over the same period a year ago. This reflects an increase of $1.5 billion in the Registrant's third party mortgage servicing portfolio from a year ago. Service charges on deposits increased 10.7% or $1.0 million, trust income decreased .9% and mortgage banking gains decreased $1.2 million or 32.4%. The decrease in mortgage banking gains was largely influenced by the effects of a rising interest rate environment during the first half of 1995. Non-recurring income of $2.1 million includes gains on sale of other real estate owned of approximately $0.9 million, and recoveries of non-loan receivables by the Registrant's subsidiary, Vanguard Financial Service Corp., of approximately $1.2 million. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Total net securities losses for the second quarter of 1995 were $30,000 compared to gains of $1,200,000 for the same period of 1994. Total operating expenses for the second quarter of 1995 increased 7.2% over the same period of 1994. Salaries, wages and employee benefits increased 4.8% for the second quarter of 1995 over the second quarter of 1994. The number of full-time equivalent employees decreased by 133 (2.5%) over a year-ago to 5,243 at June 30, 1995. During the second quarter of 1995 compared to the same period a year ago, equipment and net occupancy expenses decreased .9%, interbank credit card transaction expense increased 15.9%, FDIC expenses increased 9.4%, and other expenses increased 8.5%. The increase in operating expenses includes the partial-period effect of EdgeMark Financial Corporation, acquired in May of 1994. The FDIC anticipates decreasing premium rates during the last half of 1995 and if implemented, the Registrant would realize substantial savings in FDIC premiums. A nonrecurring charge of $1.3 million was incurred during the second quarter of 1995. This represents an initial charge related to a re-engineering program aimed at substantially reducing certain operating costs. The Registrant intends to reduce personnel costs and to pursue other efficiency opportunities as a means of achieving enduring profitability enhancements. The Registrant expects to recognize additional charges of greater magnitudes related to its re-engineering during the last six months of 1995. The timing and amounts of these anticipated future charges, as well as the ensuing profitability benefits are not estimable as of the filing date of this report. Management expects that it will develop additional information regarding the overall non-recurring charges associated with re-engineering certain operations and the anticipated benefits by December 31, 1995. BALANCE SHEET CHANGES Total loans increased 9.3% or $637 million from year-end 1994. For the first half of 1995, commercial loans grew at an annualized rate of 20% or $324 million and consumer loans grew at an annualized rate of 38% or $327 million. As a result of increased loan demand, securities available-for-sale (excluding valuation adjustment) and securities held-to-maturity, decreased $825 million since year-end 1994. Other interest-earning assets increased $445 million since year-end 1994, to total $490 million at June 30, 1995. Total interest- earning assets (excluding securities available-for-sale valuation adjustment) increased 3.2% or $338 million from December 31, 1994. The Registrant sold approximately $332.1 million of mortgages held-for-sale during the quarter. The Registrant's total mortgage servicing portfolio grew 35% from a year ago, to a balance of $5.7 billion at June 30, 1995. The increase is primarily a result of a $981 million mortgage servicing portfolio purchased in the second quarter of 1995. Total deposits decreased $3.8 million from year-end 1994. Non-interest bearing deposits decreased 4.6% or $67 million and interest-bearing deposits increased .8% or $63 million. Short-term borrowed funds increased 29.4% or $297 million from December 31, 1994. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) 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. The banking subsidiaries' 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. Subsequent to June 30, 1995, in addition to its normal recurring sales of mortgages held-for-sale, the Registrant intends to sell approximately $325 million of residential mortgage loans that had been classified as a component of total loans on the accompanying balance sheets. As a result of these sales, the Registrant expects to realize a gain of approximately $2.8 million. This transaction was the result of the Registrant's ongoing management of its liquidity. In addition, the Registrant is contemplating the sale of approximately $250 million of consumer loans (collateralized by automobiles.) This transaction would be effected via a sale and securitization, with the retention of servicing rights by Old Kent. Management expects that this transaction, if consumated, would be completed by September 30, 1995 and would not have a material impact on the Corporation's financial condition or results of operations. At June 30, 1995, shareholders' equity was $974 million, compared to $896 million at December 31, 1994, an increase of $78 million, or 8.7%. Total equity at June 30, 1995 was reduced by an after-tax unrealized loss of $4 million on securities available-for-sale. Shareholders' equity as a percentage of total assets as of June 30, 1995 was 8.16%. The following table represents the Registrant's consolidated regulatory capital position as of June 30, 1995. Regulatory capital at June 30, 1995 (in millions) Tier 1 Total Leverage Risk-Based Risk-Based Ratio Capital Capital Actual capital $881.0 $884.7 $992.0 Required regulatory minimum capital 354.9 340.8 681.6 Capital in excess of requirements $525.4 $543.9 $310.4 Actual ratio 7.44% 10.38% 11.64% Regulatory Minimum Ratio 3.00% 4.00% 8.00% Ratio considered "well capitalized" by regulatory agencies 5.00% 6.00% 10.00% ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) The changes in book value per common share are shown in the table below. Book value per common share, December 31, 1994 $20.75 Net income per common share for the six months ended June 30, 1995 1.66 Dividends per common share (.62) Net change in valuation adjustment of securities available-for-sale .82 Other changes (.03) Book value per common share, June 30, 1995 $22.58 PART II OTHER INFORMATION Item 1. Legal Proceedings. This item is inapplicable or is omitted pursuant to the instructions to Part II. Item 2. Changes in Securities. This item is inapplicable or is omitted pursuant to the instructions to Part II. Item 3. Defaults on Senior Securities. This item is inapplicable or is omitted pursuant to the instructions to Part II. Item 4. Submission of Matters to a Vote of Security Holders. This item is inapplicable or is omitted pursuant to the instructions to Part II. Item 5. Other Information. This item is inapplicable or is omitted pursuant to the instructions to Part II. Item 6. Exhibits and Reports on Form 8-K. a.) Exhibit 10 - (a) Executive Stock Option Plan of 1986 (as amended) (b) Stock Option Incentive Plan of 1992 (as amended) Exhibit 11 - Statement Re: Computation of Earnings Per Share Exhibit 27 - Financial Data Schedules b.) Reports on Form 8-K No Form 8-K was filed during the second quarter of 1995. EXHIBIT INDEX Exhibit Page Number 10 (a) Executive Stock Option Plan of 1986 (as amended) 18 (b) Stock Option Incentive Plan of 1992 (as amended) 11 Statement of Earnings per Share 16 27 Financial Data Schedule 17 SIGNITURES 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 /s/ David J. Wagner Date: August 14, 1995 David J. Wagner President and Chief Executive Officer /s/ Richard W. Wroten Date: August 14, 1995 Richard W. Wroten Executive Vice President and Chief Financial Officer