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 September 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 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 October 31, 1995 was 45,141,990 shares. INDEX OLD KENT FINANCIAL CORPORATION PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (unaudited) Consolidated Balance Sheets as of September 30, 1995 and December 31, 1994 Consolidated Statements of Income for the three and nine months ended September 30, 1995 and 1994 Consolidated Statements of Cash Flows for the nine months ended September 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)_________________________________________________________ September 30, December 31, (dollars in thousands) 1995 1994 ASSETS: Cash and due from banks.......................................... $480,839 $486,281 Federal funds sold and resale agreements......................... 88,330 28,727 Total csh and cash equivalents.................................. 569,169 515,008 Interest-earning deposits........................................ 35,981 5,255 Trading account securities....................................... 6,187 10,651 Mortgages held-for-sale.......................................... 334,111 189,989 Securities available-for-sale: Collateralized mortgage obligations and other mortgage-backed securities................................................ 324,559 406,422 Other securities.............................................. 812,898 1,050,908 Total securities available-for-sale (amortized cost of $1,138,622, and $1,518,208, respectively)................... 1,137,457 1,457,330 Securities held-to-maturity: Collateralized mortgage obligations and other mortgage-backed securities................................................ 1,285,784 1,092,797 Other securities.............................................. 881,825 990,695 Total securities held-to-maturity (market values of $2,168,115 and $2,002,803, respectively).................... 2,167,609 2,083,492 Loans............................................................ 7,155,662 6,854,849 Allowance for credit losses...................................... (175,811) (167,253) Net loans........................................................ 6,979,851 6,687,596 Premises and equipment........................................... 176,884 171,815 Other assets..................................................... 388,885 356,587 Total Assets..................................................... $11,796,134 $11,477,723 LIABILITIES AND SHAREHOLDERS' EQUITY: Liabilities: Deposits: Non-interest bearing.......................................... $1,412,540 $1,449,460 Interest-bearing.............................................. 7,842,820 7,599,218 Foreign deposits -- interest-bearing.......................... 87,536 380,659 Total deposits.............................................. 9,342,896 9,429,337 Short-term borrowed funds........................................ 1,251,254 1,009,650 Other liabilities................................................ 201,692 141,621 Long-term debt................................................... 1,055 1,119 Total Liabilities................................................ 10,796,897 10,581,727 Shareholders' Equity: Preferred stock: 25,000,000 shares authorized and unissued....... -- -- Common stock, $1 par value: 150,000,000 shares authorized; 45,279,508 and 43,178,291 shares issued and outstanding ....... 45,280 43,178 Capital surplus.................................................. 204,551 141,246 Retained earnings................................................ 750,164 751,163 Valuation adjustment of securities available-for-sale............ (758) (39,591) Total Shareholders' Equity....................................... 999,237 895,996 Total Liabilities and Shareholders' Equity...................... $11,796,134 $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 Nine Months Ended September 30, Ended September 30, (in thousands, except per share data) 1995 1994 1995 1994 <C) Interest Income: Interest and fees on loans............................. $170,586 $134,626 $496,379 $360,158 Interest on mortgages held-for-sale.................... 6,354 2,926 13,151 11,732 Interest on securities available-for-sale.............. 16,166 19,399 55,270 62,846 Interest on securities held-to-maturity: Taxable.............................................. 30,391 33,557 90,049 102,467 Tax-exempt........................................... 3,042 3,286 9,564 9,871 Interest on deposits................................... 733 343 1,155 882 Interest on federal funds sold and resale agreements... 3,510 1,281 12,444 2,772 Interest on trading account securities................. 126 163 1,074 880 Total interest income.................................. 230,908 195,581 679,086 551,608 Interest Expense: Interest on domestic deposits.......................... 89,745 66,762 256,837 180,328 Interest on foreign deposits........................... 2,637 1,474 12,687 7,060 Interest on short-term borrowed funds.................. 18,120 10,221 52,338 26,086 Interest on long-term debt............................. 26 31 81 88 Total interest expense................................. 110,528 78,488 321,943 213,562 Net Interest Income...................................... 120,380 117,093 357,143 338,046 Provision for credit losses.............................. 6,073 5,245 16,631 16,380 Net interest income after provision for credit losses.................................... 114,307 111,848 340,512 321,666 Other Income: Trust income........................................... 11,185 10,885 32,149 31,929 Service charges on deposit accounts.................... 10,331 9,115 29,623 26,377 Securities transactions................................ 28 155 (139) 782 Credit card transaction revenue........................ 7,087 6,517 20,430 16,288 Mortgage banking gains................................. 6,983 1,488 11,879 7,140 Mortgage servicing revenue............................. 4,974 3,234 12,792 9,239 Nonrecurring and OREO income........................... 0 348 2,202 1,949 Other.................................................. 9,876 8,257 28,136 23,653 Total other income..................................... 50,464 39,999 137,072 117,357 Other Expenses: Salaries and employee benefits......................... 47,361 43,777 139,997 127,275 Occupancy expense...................................... 7,334 7,070 21,129 20,873 Equipment expense...................................... 6,106 5,901 18,145 16,974 FDIC Insurance......................................... (256) 4,944 10,043 14,164 Interbank credit card transaction fees................. 4,540 4,395 13,038 11,156 Nonrecurring and OREO expense.......................... 4,972 -- 6,247 -- Other expenses......................................... 36,934 29,831 102,867 88,433 Total other expenses................................... 106,991 95,918 311,466 278,875 Income Before Income Taxes............................... 57,780 55,929 166,118 160,148 Income taxes........................................... 19,464 18,974 55,706 53,448 Net Income............................................... $38,316 $36,955 $110,412 $106,700 Per Common Share: Net income............................................. $0.84 $0.81 $2.42 $2.35 Dividends.............................................. $0.310 $0.276 $0.900 $0.829 Number of Common Shares Used to Calculate Primary Income Per Share (in thousands)................ 45,671 45,742 45,595 45,430 See accompanying notes to consolidated financial statements. OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Nine months ended September 30 (in thousands) 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net income........................................................$ 110,412 $ 106,700 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses............................... 16,631 16,380 Depreciation, amortization and accretion.................. 32,075 29,492 Net gains on sales of assets.............................. 1,878 (3,959) Net decrease in trading account securities................ 6,172 30,061 Originations and acquisitions of mortgages held-for-sale.. (1,489,953) (1,426,689) Proceeds from sales of mortgages held-for-sale............ 1,341,311 1,785,198 Net change in other assets................................ (45,285) 1,999 Net change in other liabilities........................... 47,877 (54,335) Net cash provided by operating activities......................... 21,118 484,847 CASH FLOWS FROM INVESTING ACTIVITIES: Maturities and prepayments of securities available-for-sale....... 298,559 106,401 Proceeds from sales of securities available-for-sale.............. 1,240,313 1,636,010 Purchases of securities available-for-sale........................ (1,159,293) (1,499,483) Maturities and prepayments of securities held-to-maturity......... 243,860 506,470 Purchases of securities held-to-maturity.......................... (329,386) (400,442) Net change in interest-earning deposits........................... (30,771) 33,368 Net increase in loans............................................. (308,887) (852,212) Purchases of leasehold improvements, premises and equipment, net.. (21,398) (21,804) Acquisition of businesses net of cash acquired.................... - 23,763 Net cash used for investing activities............................ (67,004) (467,929) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in time deposits......................................... 28,674 627,561 Decrease in demand and savings deposits........................... (115,114) (359,310) Increase (decrease) in short-term borrowed funds.................. 234,961 (45,168) Payments of long-term debt obligations............................ (64) (74) Repurchases of common stock....................................... (12,500) (69,169) Proceeds from common stock issuances.............................. 4,941 4,617 Dividends paid to shareholders.................................... (40,851) (36,789) Net cash provided by financing activities......................... 100,047 121,668 Net change in cash and cash equivalents........................... 54,161 138,586 Cash and cash equivalents at beginning of year.................... 515,008 513,272 Cash and cash equivalents at end of year..........................$ 569,169 $ 651,858 Supplemental disclosures of cash flow information: Interest paid on deposits, short-term borrowings and long-term debt................................................$ 313,204 $ 207,994 Federal income taxes paid....................................... 52,016 58,917 See accompanying notes to consolidated financial statements. OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) September 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 nine months ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending 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): September 30, December 31, Loans: 1995 1994 Commercial..................................... $1,891,822 $1,655,764 Real estate - Commercial...................... 1,623,679 1,326,042 Real estate - Construction.................... 238,730 215,213 Real estate - Residential mortgages........... 821,316 1,160,614 Real estate - Consumer home equity ........... 613,131 561,975 Consumer....................................... 1,531,904 1,722,134 Credit card loans.............................. 246,799 102,252 Lease financing................................ 188,281 110,855 Total Loans.................................... $7,155,662 $6,854,849 September 30, December 31, Nonperforming assets (dollars in thousands): 1995 1994 Impaired loans (on nonaccrual status).......... $35,929 $54,576 Restructured loans............................. 3,160 5,838 Other real estate owned........................ 9,496 12,366 Total nonperforming assets..................... $48,585 $72,780 NOTE C: ALLOWANCE FOR CREDIT LOSSES The following summarizes the changes in the allowance for credit losses (in thousands of dollars): For the Nine Months ended September 30, Allowance for Credit Losses 1995 1994 Balance at January 1,............................ $167,253 $145,323 Changes in allowance due to purchased/sold loans.. (1,504) 9,237 Provision for credit losses....................... 16,631 16,380 Gross loans charged-off........................... (15,693) (13,294) Gross recoveries of loans previously charged-off.. 9,124 9,327 Balance at end of period,......................... $175,811 $166,973 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 September 30, 1995: Cost Gains Losses Value U.S. Treasury and federal agencies...... $754,656 $3,931 $2,525 $756,062 Collateralized mortgage obligations and other mortgage-backed securities...... 327,130 862 3,433 324,559 Equity securities....................... 56,836 0 0 56,836 Total securities available-for-sale..... $1,138,622 $4,793 $5,958 $1,137,457 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 September 30, 1995: Cost Gains Losses Value U.S. Treasury and federal agencies........ $672,719 $8,446 $3,704 $677,461 Collateralized mortgage obligations and other mortgage-backed securities........ 1,285,784 9,648 20,032 1,275,400 State and political subdivision securities 209,106 6,962 814 215,254 Total securities held-to-maturity......... $2,167,609 $25,056 $24,550 $2,168,115 December 31, 1994: U.S. Treasury and federal agencies........ $769,576 $2,409 $11,752 $760,233 Collateralized mortgage obligations and 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 NOTE F: BUSINESS COMBINATIONS In September, Old Kent announced a definitive agreement to purchase Guyot, Hicks, Anderson & Associates, Inc., (GHA) an independent insurance agency headquartered in Traverse City, Michigan, with five offices throughout western Michigan. GHA provides a full line of personal and commercial insurance products. The acquisition is expected to be completed during the fourth quarter of 1995, at which time the agency will become a subsidiary of Old Kent Bank. At September 30, 1995 GHA had total assets of approximately $5.7 million. Also during the third quarter of 1995, Old Kent signed a definitive agreement to merge Republic Mortgage Corporation, a mortgage company headquartered in Salt Lake City, Utah, with Old Kent Mortgage Company. As of September 30, 1995, Republic had total assets of approximately $50 million and a residential servicing portfolio of $130 million. The merger is expected to be completed during the fourth quarter of 1995. On February 1, 1995, Old Kent acquired First National Bank Corp., a bank holding company headquartered in Mount Clemens, Michigan. The merger was effected through the exchange of 1.0813 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 Standard (SFAS) No. 122, "Accounting for Mortgage Servicing Rights, an amendment of FASB Statement No. 65." This Statement requires companies to recognize as separate assets for the rights to service mortgage loans for others, however those servicing rights are acquired. The Statement also requires companies to assess 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 Registrant paid a 5% stock dividend on August 15, 1995, to shareholders of record on July 19, 1995. Per share amounts included in this report have been adjusted to reflect this dividend. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL DISCUSSION 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 each of the quarterly periods ended March 31 and June 30, 1995 are herein incorporated by reference. RESULTS OF OPERATIONS The Registrant's net income was $38,316,000 for the third quarter of 1995 compared to $36,955,000 for the same period in 1994. Third quarter net income per share for 1995 was $.84, a 3.7% increase over last year's $.81. Year-to-date net income was $110,412,000 compared to $106,700,000 a year ago and earnings per share was $2.42, a 3.0% increase over last year's $2.35. Total assets were $11.8 billion at quarter-end compared to total assets of $11.1 billion at September 30, 1994. Return on average equity for the third quarter of 1995 was 15.53% compared to 16.52% for the third quarter of 1994. Return on assets was 1.31% for the third quarter of 1995 compared to 1.36% for the third quarter of 1994. The Registrant's net interest income for the third quarter of 1995 was $120.4 million, a 2.8% increase over the $117.1 million recorded in the same period of 1994. This increase primarily resulted from a 7.9% increase in average interest-earning assets. The net interest margin was 4.47% for the third quarter of 1995 compared to 4.69% for the third quarter of 1994. The decrease in the net interest margin is primarily due to increased borrowing costs. The provision for credit losses was $6.1 million for the third quarter of 1995 and $5.2 million for the third quarter of 1994. Net credit losses were $3.9 million or .21% of average loans for the third quarter of 1995 compared to $1.7 million or .10% of average loans for the same period a year ago. The allowance for credit losses as a percent of loans and leases outstanding was 2.46% at September 30, 1995 and 2.55% at September 30, 1994. Nonperforming assets as a percent of total loans was .68% at September 30, 1995 and 1.03% at September 30, 1994. Total other operating income, excluding security transactions and nonrecurring items, increased 27.7% to $50.4 million during the third quarter of 1995 over the same period a year ago. Mortgage servicing revenue increased $1.7 million or 53.8% during the third quarter of 1995 over the same period a year ago. This reflects an increase of $1.9 billion in the Registrant's third party mortgage servicing portfolio from a year ago. Mortgage banking gains of $7.0 million was $5.5 million more than the year ago quarter and includes approximately $3.3 million of gains on sales of mortgage loans which had been included as a component of total loans. It also includes approximately $2.0 million of gains on sales of servicing rights. Service charges on deposits increased 13.3% or $1.2 million and trust income increased 2.8%. Total net securities gains for the third quarter of 1995 were $28,000 compared to gains of $155,000 for the same period of 1994. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Excluding nonrecurring items, total operating expenses for the third quarter of 1995 increased 6.4% over the same period of 1994. Salaries, wages and employee benefits increased 8.2% for the third quarter of 1995 over the third quarter of 1994. The primary reason for this increase is the Registrants increased use of incentive compensation and increased pension expense. The number of full-time equivalent employees decreased by 117 (2.2%) over a year-ago to 5,106 at September 30, 1995. During the third quarter of 1995 compared to the same period a year ago, equipment and net occupancy expenses increased 3.6%, interbank credit card transaction expense increased 3.3%, and other expenses increased 23.8%. The increase in other expenses includes a $1.1 million loss on indirect auto loans sold and $1.4 million in amortization of mortgage servicing rights. During the third quarter, the FDIC decreased premium rates from $.23 per $100 in deposits to $.04, retroactively to June 1, 1995. This action resulted in the Registrant recording a negative FDIC expense of $256,000 during the third quarter of 1995. Excluding the portion of refund attributable to the second quarter of 1995, FDIC insurance expense would have been approximately $1.3 million under the new rate for the third quarter of 1995. A nonrecurring charge of $5.0 million was recognized during the third quarter of 1995. This charge is related to a reengineering program aimed at substantially reducing certain operating costs. The Registrant may recognize additional charges in the range of $10 million to $15 million in the fourth quarter of 1995, and expects there will be no further charges related to it's current reengineering program after 1995. The Registrant anticipates that reduced personnel costs and other efficiencies will result in pre-tax benefits of up to $15 million in 1996, and that benefits should exceed $25 million annually beginning in 1997. BALANCE SHEET CHANGES Total loans increased 4.4% or $301 million from year-end 1994. For the nine months ended September 30, 1995, commercial loans increased $453 million or 13.0% and consumer loans, excluding the effect of loan sales, increased $286 million or 12.2%. As a result of increased loan demand, securities available-for-sale (excluding valuation adjustment) and securities held-to-maturity, decreased $295 million since year-end 1994. Other interest-earning assets increased $170 million since year-end 1994. Total interest-earning assets (excluding securities available-for-sale valuation adjustment) increased 2.2% or $236 million from December 31, 1994. The Registrant sold approximately $539.7 million of mortgages held-for-sale and $315 million of mortgage loans during the quarter (see "Liquidity and Capital Resources"). The Registrant's third-party mortgage servicing portfolio grew $1.6 billion or 35% from year end 1994, to a balance of $6.3 billion at September 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 $86 million from year-end 1994. Non-interest bearing deposits decreased 2.5% or $37 million and interest-bearing deposits decreased .6% or $49 million. Short-term borrowed funds increased 23.9% or $242 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. During the third quarter of 1995, in addition to its normal recurring sales of mortgages held-for-sale, the Registrant sold $315 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 realized a gain of approximately $3.3 million. This transaction was the result of the Registrant's ongoing management of its liquidity. In addition, the Registrant sold $250 million of consumer loans (collateralized by automobiles.) This transaction was effected through a sale and securitization, with the retention of servicing rights by Old Kent. Management expects that this transaction will not have a material impact on the Corporation's financial condition or results of operations. In November 1995, the Registrant expects to issue $100 million in long-term subordinated debt for general corporate purposes. At September 30, 1995, shareholders' equity was $999 million, compared to $896 million at December 31, 1994, an increase of $103 million, or 11.5%. Total equity at September 30, 1995 was reduced by an after-tax unrealized loss of $0.8 million on securities available-for-sale. Shareholders' equity as a percentage of total assets as of September 30, 1995 was 8.47%. The following table represents the Registrant's consolidated regulatory capital position as of September 30, 1995. Regulatory capital at September 30, 1995 (in millions) Tier 1 Total Leverage Risk-Based Risk-Based Ratio Capital Capital Actual capital $895.8 $898.3 $1,003.3 Required regulatory minimum capital 350.8 335.8 671.7 Capital in excess of requirements $545.0 $562.5 $ 331.6 Actual ratio 7.66% 10.79% 12.05% 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 Dilution effect of 5% stock dividend paid in August, 1995 (.99) Book value per share, adjusted for 5% stock dividend 19.76 Net income per share for the nine months ended September 30, 1995 2.42 Dividends per share (.90) Net change in valuation adjustment of securities available-for-sale .89 Other changes (.07) Book value per share, September 30, 1995 $22.07 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.) The following exhibits are filed as part of this report: Exhibit 10 - (a) Executive Stock Option Plan of 1986 (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 10 Executive Stock Option Plan of 1986, as amended 11 Statement of Earnings per Share 27 Financial Data Schedule 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: November 13, 1995 David J. Wagner Chairman of the Board, President and Chief Executive Officer Date: November 13, 1995 Richard W. Wroten Executive Vice President and Chief Financial Officer