___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
_X_ Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
___ 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 No.)
One Vandenberg Center
Grand Rapids, Michigan 49503
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (616) 771-5000
Securities Registered pursuant to Section 12(g) of the Act:
Common Stock, $1 Par Value
(Title of Class)
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 ________
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by
reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to
the filing.
Aggregate Market Value as of February 28, 1995: $1,221,800,000
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Common stock outstanding at February 28, 1995: 42,984,257 shares
Documents Incorporated By Reference
Portions of the registrant's annual report to shareholders for the year
ended December 31, 1994, are incorporated by reference in Part II.
Portions of the registrant's proxy statement for its April 17, 1995, annual
meeting of shareholders are incorporated by reference in Part III.
___________________________________________________________________________
-1-
PART I
Item 1. Business.
Old Kent Financial Corporation ("Old Kent") is a bank holding
company with its headquarters in Grand Rapids, Michigan. As of
December 31, 1994, Old Kent owned directly and indirectly all of the stock
of 17 commercial banks and 6 operating nonbank subsidiaries that had their
principal offices in various cities in Michigan and Illinois. As of
December 31, 1994, Old Kent Bank and Trust Company ("OKB-MI"), which is
headquartered in Grand Rapids, Michigan, was Old Kent's largest subsidiary.
On January 1, 1995, Old Kent consolidated 15 of its bank subsidiaries, all
of which were Michigan banks, into a single bank that operates under the
name "Old Kent Bank."
Old Kent's business is concentrated in a single industry
segment--commercial banking. Old Kent's subsidiaries offer a wide range of
commercial banking and fiduciary services. These include accepting
deposits, commercial lending, consumer financing, real estate and lease
financing, equipment leasing, bank credit cards, debit cards, safe deposit
facilities, automated transaction machine services, cash management,
electronic banking services, money transfer services, international banking
services, corporate and personal trust services, personal investment and
securities brokerage services, credit life insurance and other banking
services.
The principal markets for these financial services are the
Michigan and Illinois communities in which Old Kent subsidiaries are
located and the areas immediately surrounding those communities. As of
December 31, 1994, Old Kent and its subsidiaries served these markets
through 207 full service banking offices located in and around those
communities.
As of December 31, 1994, OKB-MI accounted for 41% of total
deposits and 42% of total loans of Old Kent and its subsidiaries on a
consolidated basis. At December 31, 1994, OKB-MI had assets of
$4.6 billion, representing 42% of Old Kent's consolidated assets. Old
Kent's 16 other subsidiary banks ranged in size from $78 million to
$1.9 billion in total assets as of December 31, 1994. On a pro forma basis
giving effect to the consolidation of the Michigan banks, at December 31,
1994, OKB-MI would have accounted for 81% of total deposits and 83% of
total loans of Old Kent and its subsidiaries on a consolidated basis, with
assets of $8.7 billion.
The principal source of revenues for Old Kent is interest and
fees on loans, which accounted for 54.5% of total revenues in 1994, 49.7%
in 1993, and 53.5% in 1992. Interest on securities is also a significant
source of revenue, accounting for 25.8% of total revenues in 1994, 28.9% in
1993, and 29.7% in 1992.
Old Kent has had no foreign loans at any time during the last
five years. The foreign activities of Old Kent primarily involve time
-2-
deposits with banks and placements for domestic customers of the banks.
These activities did not significantly impact Old Kent's financial
condition or results of operations. More detailed information concerning
these foreign activities is contained in the statistical information that
appears below.
OKB-MI's subsidiary, Old Kent Mortgage Company, originates
residential mortgages through its offices located in Grand Rapids, suburban
Chicago, Illinois, Central and Southern Florida, Minnesota, Ohio and Texas.
On March 1, 1994, this subsidiary acquired Princeton Financial Corp.
headquartered in Orlando with 12 other Florida offices. The acquisition
was treated as a purchase for accounting purposes and, accordingly, results
of operations of Princeton Financial Corp. subsidiaries are included from
the date of purchase. At December 31, 1993, Princeton had assets of $65.6
million and stockholders' equity of $5.4 million. Old Kent Mortgage
Company conducts a traditional retail and wholesale mortgage banking
business in one- to four-family residential mortgage loans. Substantially
all mortgage production is sold into the secondary market with servicing
retained. Mortgage servicing for all of Old Kent's subsidiaries and
independent investors is performed by OKB-MI's subsidiary, Old Kent
Mortgage Services, Inc.
Effective May 2, 1994, Old Kent acquired EdgeMark Financial
Corporation ("EdgeMark"), a bank holding company located in Chicago,
Illinois. The acquisition was effected by a merger of EdgeMark with and
into Old Kent - Illinois, Inc., a wholly owned subsidiary of Old Kent. The
acquisition was treated as a purchase for accounting purposes and,
accordingly, results of operations of EdgeMark subsidiaries are included
from the date of purchase. At the effective date, EdgeMark had, on a
consolidated basis, assets totaling approximately $522 million and deposits
of approximately $456 million. EdgeMark stockholders received
1,917,566 shares of common stock of Old Kent. EdgeMark owned all the stock
of five commercial banks located in Chicago, Countryside, Lombard,
Lockport, and Rosemont, Illinois, that operated eight banking offices in
six Illinois communities. The principal market for the financial services
offered by EdgeMark and its subsidiaries was downtown Chicago and the
surrounding metropolitan area. As described below, EdgeMark's subsidiary
banks in Chicago, Lombard and Rosemont were consolidated with Old Kent Bank
(Illinois) in October, 1994.
On October 14, 1994, Old Kent consolidated four of its six
Illinois bank subsidiaries into a single bank, Old Kent Bank ("OKB-IL"),
under the name "Old Kent Bank." OKB-IL has 26 branches primarily serving
Cook, DuPage and Kane Counties. At December 31, 1994, the consolidated
bank had assets of $1.9 billion, deposits of $1.5 billion and a total loan
portfolio of $0.9 billion.
Effective February 1, 1995, Old Kent acquired First National Bank
Corp. ("FNBC"), a bank holding company located in Clinton Township,
Michigan. The acquisition was effected by a merger of FNBC with and into
Old Kent. This transaction will be accounted for as a "pooling-of-
interests." At December 31, 1994, FNBC had, on a consolidated basis,
assets totaling approximately $531 million and deposits of approximately
-3-
$472 million. FNBC stockholders received approximately 2,636,817 shares of
common stock of Old Kent. FNBC owned all the stock of First National Bank
in Macomb County, a national banking association ("First National"), that
operates 15 banking offices in Macomb County, Michigan. The principal
market for the financial services offered by FNBC and First National was
Macomb County, Michigan, and the communities within Macomb County.
The business of banking is highly competitive. In addition to
competition from other commercial banks, banks face significant competition
from nonbank financial institutions. Savings associations compete
aggressively with commercial banks for deposits and loans. Credit unions
and finance companies are significant factors in the consumer loan market.
Insurance companies, investment firms and retailers are significant
competitors for some types of business. Banks compete for deposits with a
broad spectrum of other types of investments such as mutual funds, debt
securities of corporations and debt securities of the federal government,
state governments and their respective agencies. The principal methods of
competition for financial services are price (interest rates paid on
deposits, interest rates charged on borrowings and fees charged for
services) and service (convenience and quality of services rendered to
customers).
Banks and bank holding companies are extensively regulated.
Other than First National, Old Kent's subsidiary banks are chartered under
state law and are supervised and regulated by the Federal Deposit Insurance
Corporation ("FDIC") and either the Financial Institutions Bureau of the
State of Michigan or the Commissioner of Banks and Trust Companies of the
State of Illinois. First National is a national banking association
chartered under federal law and is supervised, examined and regulated by
the United States Office of the Comptroller of the Currency. Some of the
banks are members of the Federal Reserve System and are supervised,
examined and regulated by the Federal Reserve System. Deposits of all of
the banks are insured by the FDIC to the extent provided by law.
Federal and state laws which govern banks significantly limit
their business activities in a number of respects. Prior approval of the
Board of Governors of the Federal Reserve System ("Federal Reserve Board"),
and in some cases various other governing agencies, is required for Old
Kent to acquire control of any additional banks. The business activities
of Old Kent and its subsidiaries are limited to banking and other
activities closely related to banking.
Old Kent is a legal entity separate and distinct from its
subsidiary banks and other subsidiaries. Transactions between Old Kent's
subsidiary banks are significantly restricted. There are legal limitations
on the extent to which Old Kent's subsidiary banks can lend or otherwise
supply funds to Old Kent or certain of its affiliates. In addition,
payment of dividends to Old Kent by subsidiary banks is subject to various
state and federal regulatory limitations.
Federal law contains a "cross-guarantee" provision which could
result in insured depository institutions owned by Old Kent being assessed
-4-
for losses incurred by the FDIC in connection with assistance provided to,
or the failure of, any other insured depository institution owned by Old
Kent. Under Federal Reserve Board policy, Old Kent is expected to act as a
source of financial strength to each subsidiary bank and to commit
resources to support each subsidiary bank. Under federal law, the FDIC
also has authority to impose special assessments on insured depository
institutions to repay FDIC borrowings from the United States Treasury or
other sources and to establish semiannual assessment rates on Bank
Insurance Fund ("BIF") member banks to maintain the BIF at the designated
reserve ratio required by law.
Recently the FDIC has proposed a substantial reduction in
assessment rates on deposits covered by the BIF. The amount and timing of
that reduction is uncertain, but a reduction is not, in any event, expected
to occur before the fourth quarter of 1995. If the proposal is adopted and
implemented as announced, the lowering of assessment rates on Old Kent's
subsidiary bank deposits covered by the BIF may have a favorable effect on
Old Kent's results of operations. As a result of acquisitions, Old Kent
subsidiaries also have some deposits insured under the FDIC's Savings
Association Insurance Fund ("SAIF"). The FDIC does not presently propose
to reduce assessment rates on SAIF insured deposits.
Banks are subject to a number of federal and state laws and
regulations which have a material impact on their business. These include,
among others, state usury laws, state laws relating to fiduciaries, the
Truth In Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Expedited Funds Availability Act, the Community
Reinvestment Act, electronic funds transfer laws, redlining laws, antitrust
laws, environmental laws and privacy laws. The instruments of monetary
policy of authorities such as the Federal Reserve Board may influence the
growth and distribution of bank loans, investments and deposits, and may
also affect interest rates on loans and deposits. These policies may have
a significant effect on the operating results of banks.
The nature of the business of Old Kent's subsidiaries is such
that they hold title, on a temporary or permanent basis, to a number of
parcels of real property. These include property owned for branch offices
and other business purposes as well as properties taken in or in lieu of
foreclosure to satisfy loans in default. Under current state and federal
laws, present and past owners of real property are exposed to liability for
the cost of clean up of contamination on or originating from those
properties, even if they are wholly innocent of the actions that caused the
contamination. These liabilities can be material and can exceed the value
of the contaminated property.
Currently, Old Kent is authorized to acquire subsidiary banks in
any state in which state laws permit such acquisitions. Out-of-state bank
holding companies in any state are permitted to acquire banks located in
Michigan and Illinois if the laws of the state in which the out-of-state
bank holding company is located authorize a bank holding company located in
Michigan or Illinois to acquire ownership of banks in that state on a
reciprocal basis. Under the recent Riegle-Neal Interstate Banking and
-5-
Branching Efficiency Act of 1994 ("IBBEA"), a bank holding company may,
after September 29, 1995, make certain interstate acquisitions even if
state law would otherwise prohibit it. Starting June 1, 1997, IBBEA
permits a bank in one state to acquire an out-of-state bank unless one of
the states has enacted legislation prohibiting interstate bank
acquisitions. IBBEA also permits a bank to establish a de novo branch in
another state if the state has a law expressly permitting all out-of-state
banks to establish de novo branches in that state.
In the aggregate, Old Kent and its subsidiaries had 4,998
employees (on a full time equivalent basis) at December 31, 1994. Old Kent
and its subsidiaries are equal opportunity employers whose affirmative
action programs comply with applicable federal laws and executive orders.
The statistical information on the following pages further
describes certain aspects of the business of Old Kent. Additional
statistical information describing the business of Old Kent appears in
Management's Discussion and Analysis of Financial Condition and Results of
Operations incorporated by reference in Item 7 and the Selected Financial
Data incorporated by reference in Item 6.
-6-
Investment Portfolio
The following table shows, by class of maturities as of December 31,
1994, the amounts and weighted average yields of securities held-to-maturity and
securities available-for-sale on the basis of amortized cost:
MATURING
After One but After Five but
Within One Year Within Five Years Within Ten Years After Ten Years
Amount Yield Amount Yield Amount Yield Amount Yield
(Dollars in Thousands)
U.S. Treasury and other
U.S. government agencies
and corporations $279,836 8.07% $1,338,588 6.81% $166,251 7.27% $ 1,632 8.45%
States and other political
subdivisions(3) 35,165 9.52 83,978 9.32 37,101 8.95 21,243 10.89
Other Securities -- -- -- -- -- -- 21,404 --
Total $315,001 8.23% $1,422,566 6.96% $203,352 7.58% $44,279 5.54%
<FN>
(1) The effective yields are weighted for the scheduled maturity of each security.
(2) Collateralized mortgage obligations and mortgage-backed securities of $1,487,622, having a
weighted average yield of 6.35% at December 31, 1994, are not included in the table shown
above.
(3) Weighted average interest rates have been computed on a fully taxable equivalent basis. The
rates shown on securities issued by states and political subdivisions have been restated,
assuming a 35% tax rate. The amount of the adjustment, due to restating the rates, is as
follows:
Tax-Exempt Rate of Taxable
Rate Adjustment Equivalents Basis
Under 1 Year 6.19% 3.33% 9.52%
1 to 5 Years 6.06 3.26 9.32
5 to 10 Years 5.82 3.13 8.95
Over 10 Years 7.08 3.81 10.89
Total 6.16% 3.32% 9.48%
(4) The aggregate book value of the securities of no single issuer except the U.S. Government
exceeds 10 percent of Old Kent's consolidated shareholders' equity.
-7-
Loan Portfolio
The following table shows the maturity of loans (excluding residential
mortgages of 1-4 family residences, consumer loans, credit card loans, and lease
financing) outstanding at December 31, 1994. Also provided are the amounts due
after one year classified according to their sensitivity to changes in interest
rates.
Due in One Due in One Due After
Year or Less to Five Years Five Years
(In Thousands of Dollars)
Commercial, financial and agricultural $ 977,679 $ 548,183 $ 82,586
Real estate-construction 133,618 53,997 6,902
Real estate-non-residential 294,030 797,595 93,910
Total $1,405,327 $1,399,775 $183,398
Loans due after one year:
With fixed rates $ 586,888 $ 93,335
With floating rates 812,887 90,063
Total $1,399,775 $183,398
-8-
Loan Portfolio (continued)
Foreign Outstandings: A summary of significant foreign outstandings
for the three years ended December 31, 1994, is as follows:
Outstandings to Foreign
Banks and Percent
other financial of total
institutions(1) Total assets
(Dollars in Thousands)
At December 31, 1994
All Countries(2) $ 5,000 $ 5,000 .05%
At December 31, 1993
All Countries(2) $21,992 $21,992 .22%
At December 31, 1992
All Countries(2) $56,427 $56,427 .65%
<FN>
(1) All foreign outstandings at the dates indicated were to banks and other financial institutions.
These consist primarily of interest-earning deposits with foreign banks and foreign branches of
U.S. banks.
(2) Outstandings in each country were less than 1% of Old Kent's total assets.
-9-
Deposits
The daily average amounts of deposits and rates paid on such deposits
for the periods indicated are:
Years Ended December 31,
1994 1993 1992
Amount Rate Amount Rate Amount Rate
(Dollars in Thousands)
In Domestic Offices:
Non-interest-bearing demand deposits $1,157,910 $1,024,964 $ 905,941
Savings deposits 3,213,531 2.33% 3,030,380 2.58% 2,761,215 3.32%
Time deposits 3,723,547 4.49 3,377,374 4.34 3,396,894 5.22
In Foreign Office:
Time deposits 245,109 4.25 210,916 3.25 222,605 3.74
Total $8,340,097 $7,643,634 $7,286,655
The time remaining until maturity of time deposits (all of which are time
certificates of deposit) of $100,000 or more at December 31, 1994, is as
follows:
Time Certificates
of Deposit
(Dollars in Thousands)
3 months or less $ 904,288
Over 3 through 6 months 211,339
Over 6 through 12 months 232,364
Over 12 months 367,933
Total $1,715,924
Time deposits in the foreign office are all in amounts of $100,000 or more.
-10-
Short-Term Borrowed Funds
Short-term borrowed funds consist of federal funds purchased and
securities sold under agreements to repurchase, bank notes, and treasury tax and
loan demand notes. The following amounts and rates applied during the last
three years:
Federal Funds Purchased and Securities Aggregate
Sold Under Agreements to Repurchase: Bank Notes Short-Term Borrowings
1994 1993 1992 1994 1993 1992 (1) 1994 1993 1992
(Dollars in Thousands) (Dollars in Thousands) (Dollars in Thousands)
Amounts outstanding
at year-end $434,291 $484,658 $481,339 $400,000 $235,000 $ 998,150 $958,295 $627,161
Average amount
outstanding
during year $413,163 $452,296 $565,072 $358,342 $134,589 $ 929,623 $725,134 $680,789
Maximum amount
outstanding at
any month-end $577,988 $529,327 $693,227 $440,000 $235,000 $1,072,903 $958,295 $800,179
Weighted average
interest rate
at year-end(2) 4.78% 2.77% 2.88% 5.80% 3.58% 5.29% 2.96% 2.85%
Weighted average
interest rate
during year(2) 3.73% 2.83% 3.27% 4.65% 3.42% 4.12% 2.97% 3.32%
<FN>
(1) There were no Bank Notes outstanding during 1992.
(2) The weighted average interest rates are derived by dividing the interest expense for the period
by the daily average balance during the period.
-11-
Item 2. Properties.
The executive offices of Old Kent and the main office of OKB-MI
are located in an office complex in downtown Grand Rapids, Michigan. This
complex consists of two interconnected buildings, including a 10-story
office building. Approximately 65% of the 281,000 square feet of space in
the complex is occupied by Old Kent and OKB-MI. The balance is leased to
others for terms of varying lengths.
Old Kent's operations center is housed in two buildings located
near Grand Rapids. The two buildings, which have a total of 340,000 square
feet, are owned by OKB-MI.
Old Kent's subsidiary banks conducted business from a total of
207 full service banking offices as of December 31, 1994. Of the full
service banking offices, 157 are owned by the banks or their subsidiaries,
and 50 are leased from various independent parties for various lease terms.
Item 3. Legal Proceedings.
Old Kent's subsidiaries are parties, as plaintiff or defendant,
to a number of legal proceedings. Except as described below, all of these
proceedings are considered to be ordinary routine litigation incidental to
their business, and none is considered to be a material pending legal
proceeding.
Old Kent and its subsidiary, OKB-MI, are named, among other
defendants, in a lawsuit filed by Grow Group, Inc. ("Grow"), presently
pending in the United States District Court for the Southern District of
New York. Principal defendants in this case include Perrigo Company
("Perrigo"), Michael J. Jandernoa (Chairman of the Board and Chief
Executive Officer of Perrigo, and presently a director of Old Kent) and
certain other persons who are believed to have been directors and officers
of Perrigo (the "Non-bank Defendants"), as well as Old Kent, OKB-MI, and
National Bank of Detroit ("NBD"; now NBD Bank), with which OKB-MI
participated in the financing arrangement that is in part the subject of
the case.
The case was initiated on April 13, 1994, with the filing of a
"Summons With Notice" in the Supreme Court, State of New York, County of
New York. However, Old Kent was not then served with process or notice of
the case. The case was subsequently removed to Federal Court where a
complaint was filed on March 1, 1995.
In 1988, OKB-MI participated in a credit facility which partially
financed the purchase of all of the stock of Perrigo from Grow by the Non-
bank Defendants in the case. Grow now alleges that NBD and OKB-MI
conspired with and aided and abetted the Non-bank Defendants in certain
breaches of duties, fraud, and usurpation of corporate opportunity;
misappropriated and used confidential and proprietary information for their
own benefit; and breached a relationship of trust and confidence with Grow.
Grow demands judgment against the defendants, jointly and severally, for
-12-
damages in an unspecified but apparently material amount, profits and
benefits accruing to the defendants as a result of the alleged wrongful
acts, punitive damages, interest and costs.
Discovery proceedings in this case have not yet been commenced.
Accordingly, Old Kent presently has only limited information available to
make an informed assessment of the materiality of the claims. However,
based on the limited information presently available, Old Kent has no
reason to believe that there is a basis for a meritorious claim against it
in this case and intends to oppose the action vigorously.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Supplemental Item. Executive Officers of the Registrant.
Old Kent's executive officers are appointed annually by, and
serve at the pleasure of, the Old Kent board of directors. Biographical
information concerning executive officers who are not directors or
nominated for election to the board of directors is presented below:
Martin J. Allen, Jr. (age 58) has been secretary of Old Kent
since 1986 and a senior vice president of Old Kent since 1985.
Prior to that, he served Old Kent in various other executive
capacities. Mr. Allen is also a member of Old Kent's Management
Committee.
David A. Dams (age 42) has been an executive vice president
of OKB-MI since 1986. Prior to that, he served Old Kent in
various other executive capacities. Mr. Dams is also a member of
Old Kent's Management Committee and a director of Old Kent
Financial Life Insurance Company, an Old Kent subsidiary.
E. Philip Farley (age 55) has been an executive vice
president of OKB-MI since 1987. Prior to that, he served Old
Kent in various other executive capacities. Mr. Farley is also a
member of Old Kent's Management Committee.
Ralph W. Garlick (age 58) has been an executive vice
president-senior credit officer of Old Kent since 1989. He was
an executive vice president of OKB-MI from 1984 until 1989.
Prior to that, he served Old Kent in various other executive
capacities. Mr. Garlick is also President-Metro Detroit (since
February, 1995) and a member of Old Kent's Management Committee.
Richard L. Haug (age 55) has been a senior vice president
and general auditor of Old Kent since 1986.
Charles W. Jennings, Jr. (age 55) has been a senior vice
president of human resources of Old Kent since 1984. Prior to
-13-
that, he served Old Kent in various other executive capacities.
Mr. Jennings is also a member of Old Kent's Management Committee.
Kevin T. Kabat (age 38) has been an executive vice president
of Old Kent since February 1995. He was senior vice president
and manager of corporate operations and technology of Old Kent
from 1993 until 1995, senior vice president and manager of
corporate operations from 1990 until 1993, and a vice president
and director of human resources of OKB-MI from 1986 until 1990.
Prior to that, he served Old Kent in various other executive
capacities. Mr. Kabat is also a member of Old Kent's Management
Committee.
David L. Kerstein (age 51) became an executive vice
president, retail banking, of Old Kent and OKB-MI in 1992. Prior
to that, he was a senior vice president of Bank One (Texas), a
bank, from 1990 until 1992, and a senior vice president of
Citibank FSB (Chicago), a bank, from 1987 until 1990.
Mr. Kerstein is also a member of Old Kent's Management Committee.
Leigh I. Sherman (age 46) has been a senior vice president
and marketing director of Old Kent since 1989. He was formerly a
senior vice president and marketing director of American Security
Bank, a bank, for over 5 years. Mr. Sherman is also a member of
Old Kent's Management Committee.
Robert H. Warrington (age 47) has been president of Old Kent
Mortgage Company, an indirect subsidiary of Old Kent, since 1993.
He was a senior vice president of OKB-MI from 1988 until 1993.
Prior to that, he served Old Kent in various other executive
capacities. Mr. Warrington is also a director of Old Kent
Mortgage Company, president and a director of Old Kent Mortgage
Services, Inc., and a member of Old Kent's Management Committee.
Thomas D. Wisnom (age 56) has been an executive vice
president of Old Kent since 1985. Prior to that, he served Old
Kent in various other executive capacities. Mr. Wisnom is also a
member of Old Kent's Management Committee.
Richard W. Wroten (age 42) has been an executive vice
president and chief financial officer of Old Kent since September
1991. From 1989 until 1991 he was an executive vice president
and chief financial officer of First City Bancorporation of
Texas, Inc., a bank holding company, and chief financial officer
and a director of First City, Texas-Houston N.A., a commercial
-14-
bank.1 Until 1989, Mr. Wroten was a partner of Arthur Andersen &
Co., an accounting firm. Mr. Wroten is also a member of Old
Kent's Management Committee and a director of Old Kent Financial
Life Insurance Company and Old Kent Mortgage Company, both of
which are Old Kent subsidiaries.
__________________________
1 On October 30, 1992, over a year after Mr. Wroten joined Old Kent,
First City, Texas-Houston N.A. was placed in Federal Deposit Insurance
Corporation receivership by bank regulators, and an involuntary, but
uncontested, petition was filed placing First City Bancorporation of Texas,
Inc., into a proceeding under Chapter 11 of the Federal Bankruptcy Code.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
The information under the caption "Cash Dividends" on pages 37
and 38 and under the captions "Old Kent Common Stock" and "Two-Year Range
of Common Stock Prices" on page 71 of Old Kent's annual report to
shareholders for the year ended December 31, 1994, is here incorporated by
reference.
Item 6. Selected Financial Data.
The information under the caption "Five Year Summary of Selected
Financial Data" on page 20 of Old Kent's annual report to shareholders for
the year ended December 31, 1994, is here incorporated by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information under the caption "Financial Review" on pages 21
through 47 of Old Kent's annual report to shareholders for the year ended
December 31, 1994, is here incorporated by reference.
Item 8. Financial Statements and Supplementary Data.
The financial statements, notes and the report of independent
public accountants on pages 51 through 70 of Old Kent's annual report to
shareholders for the year ended December 31, 1994, are here incorporated by
reference.
The information under the caption "Quarterly Financial Data" on
page 48 of Old Kent's annual report to shareholders for the year ended
December 31, 1994, is here incorporated by reference.
-15-
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information set forth under the captions "Board of Directors"
and "Compliance with Section 16(a) of the Exchange Act" in Old Kent's
definitive Proxy Statement for its April 17, 1995, annual meeting of
shareholders is here incorporated by reference.
Item 11. Executive Compensation.
The information set forth under the captions "Compensation of
Executive Officers and Directors," "Executive Severance Agreements" and
"Compensation of Directors" in Old Kent's definitive Proxy Statement for
its April 17, 1995, annual meeting of shareholders is here incorporated by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information set forth under the caption "Voting Securities"
in Old Kent's definitive Proxy Statement for its April 17, 1995, annual
meeting of shareholders is here incorporated by reference.
Item 13. Certain Relationships and Related Transactions.
The information set forth under the caption "Certain
Relationships and Related Transactions" in Old Kent's definitive Proxy
Statement for its April 17, 1995, annual meeting of shareholders is here
incorporated by reference.
-16-
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) (1) Financial Statements. The following financial statements
and report of independent public accountants of Old Kent Financial
Corporation and its subsidiaries are filed as part of this report:
Report of Independent Public Accountants dated January 16,
1995
Consolidated Balance Sheets--December 31, 1994 and 1993
Consolidated Statements of Income for each of the three
years in the period ended December 31, 1994
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1994
Consolidated Statements of Shareholders' Equity for each of
the three years in the period ended December 31, 1994
Notes to Consolidated Financial Statements
The financial statements, the notes to financial statements, and
the report of independent public accountants listed above are set forth in
Item 8 of this report.
(2) Financial Statement Schedules. Not applicable.
(3) Exhibits. The following exhibits are filed as part of this
report:
Number Exhibit
3 (a) Restated Articles of Incorporation. Previously filed
as Exhibit 3(a) to the registrant's Form 10-Q Quarterly
Report for the quarter ended March 31, 1993. Here
incorporated by reference.
(b) Restated Bylaws. Previously filed as Exhibit 3(b) to
the registrant's Form 10-K Annual Report for its fiscal
year ended December 31, 1993. Here incorporated by
reference.
4 (a) Certificate of Designation, Preferences, and Rights of
Series B Preferred Stock; Rights Agreement. Previously
filed as an exhibit to the registrant's Form 8-A
Registration Statement filed December 20, 1988. Here
incorporated by reference.
(b) Long-term Debt. The registrant has outstanding
long-term debt which at the time of this report does
not exceed 10% of the registrant's total consolidated
assets. The registrant agrees to furnish copies of the
-17-
agreements defining the rights of holders of such
long-term indebtedness to the Securities and Exchange
Commission upon request.
10(a) Incentive Stock Option Plan of 1982.* Previously filed
as Exhibit 10(a) to the registrant's Form 10-K Annual
Report for its fiscal year ended December 31, 1991.
Here incorporated by reference.
(b) Amendment to Incentive Stock Option Plan of 1982.*
Previously filed as Exhibit 10(b) to the registrant's
Form 10-K Annual Report for its fiscal year ended
December 31, 1991. Here incorporated by reference.
(c) Old Kent Executive Retirement Income Plan and Related
Trust.* Previously filed as Exhibit 10(c) to the
registrant's Form 10-K Annual Report for its fiscal
year ended December 31, 1991. Here incorporated by
reference.
(d) Amendment to Executive Retirement Income Plan.*
(e) Executive Stock Option Plan of 1986.* Previously filed
as Exhibit 10(d) to the registrant's Form 10-K Annual
Report for its fiscal year ended December 31, 1991.
Here incorporated by reference.
(f) Restricted Stock Plan of 1987.* Previously filed as
part of the registrant's Definitive Proxy Statement
dated March 6, 1992. Here incorporated by reference.
(g) Old Kent Executive Thrift Plan and Related Trust.*
Previously filed as Exhibit 10(f) to the registrant's
Form 10-K Annual Report for its fiscal year ended
December 31, 1991. Here incorporated by reference.
(h) Amendment to Executive Thrift Plan.*
(i) Rights Agreement. Previously filed as an exhibit to
the registrant's Form 8-A Registration Statement filed
December 20, 1988. Here incorporated by reference.
(j) Deferred Stock Compensation Plan and Related Trust.*
(k) Executive Severance Agreements for Messrs. Canepa,
Sherwood, Sadler, Wagner and Wisnom.*
(l) Stock Option Incentive Plan of 1992.* Previously filed
as part of the registrant's Definitive Proxy Statement
dated March 6, 1992. Here incorporated by reference.
-18-
(m) Old Kent Deferred Compensation Plan and Related Trust.*
Previously filed as Exhibit 10(m) to the registrant's
Form 10-K Annual Report for its fiscal year ended
December 31, 1991. Here incorporated by reference.
(n) Old Kent Directors' Deferred Compensation Plan and
Related Trust.*
(o) Amended and Restated Old Kent Directors' Deferred
Compensation Plan.* Previously filed as the Appendix
to the registrant's Definitive Proxy Statement dated
March 12, 1993. Here incorporated by reference.
11 Statement Re Computation of Earnings per Common Share.
12 Statement Re Computation of Other Ratios.
13 Annual Report to Shareholders of Old Kent Financial
Corporation for the year ended December 31, 1994.
21 Subsidiaries of Registrant.
23 Consent of Independent Public Accountants.
24 Powers of Attorney.
27 Financial Data Schedule.
99 Old Kent Thrift Plan Performance Table.
______________________
<FN>
* These agreements are management contracts or compensation plans
or arrangements required to be filed as exhibits to this Form 10-
K.
Old Kent will furnish a copy of any exhibit listed above to any
shareholder of the registrant without charge upon written request to Mr.
Martin J. Allen, Jr., Secretary, Old Kent Financial Corporation, One
Vandenberg Center, Grand Rapids, Michigan 49503.
(b) Reports on Form 8-K.
Old Kent filed no Current Reports on Form 8-K during the last
quarter of the period covered by this report.
-19-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
(Registrant)
Date: March 29, 1995 By /s/ Richard W. Wroten
Richard W. Wroten
Executive Vice President and
Chief Financial Officer
(Duly authorized signatory for the
Registrant and Principal Financial
and Accounting Officer)
-20-
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities indicated.
March 29, 1995 /s/ John M. Bissell*
John M. Bissell
Director
March 29, 1995 /s/ John D. Boyles*
John D. Boyles
Director
March 29, 1995 /s/ John C. Canepa*
John C. Canepa
Chairman of the Board and Director
March __, 1995 __________________________________
Richard M. DeVos, Jr.
Director
March 29, 1995 /s/ Earl D. Holton*
Earl D. Holton
Director
March 29, 1995 /s/ Michael J. Jandernoa*
Michael J. Jandernoa
Director
March 29, 1995 /s/ John P. Keller*
John P. Keller
Director
March 29, 1995 /s/ Jerry K. Myers*
Jerry K. Myers
Director
March 29, 1995 /s/ William U. Parfet*
William U. Parfet
Director
March 29, 1995 /s/ Percy A. Pierre*
Percy A. Pierre
Director
-21-
March 29, 1995 /s/ Robert L. Sadler*
Robert L. Sadler
Vice Chairman of the Board and
Director
March 29, 1995 /s/ Peter F. Secchia*
Peter F. Secchia
Director
March 29, 1995 /s/ B. P. Sherwood, III*
B. P. Sherwood, III
Vice Chairman of the Board, Treasurer, and
Director
March 29, 1995 /s/ David J. Wagner*
David J. Wagner
President and Chief Executive Officer, and
Director (Principal Executive Officer)
*By /s/ Richard W. Wroten
Richard W. Wroten
Attorney-in-Fact
-22-
EXHIBIT INDEX
Number Exhibit
3(a) Restated Articles of Incorporation. Previously filed
as Exhibit 3(a) to the registrant's Form 10-Q Quarterly
Report for the quarter ended March 31, 1993. Here
incorporated by reference.
(b) Restated Bylaws. Previously filed as Exhibit 3(b) to
the registrant's Form 10-K Annual Report for its fiscal
year ended December 31, 1993. Here incorporated by
reference.
4(a) Certificate of Designation, Preferences, and Rights of
Series B Preferred Stock; Rights Agreement. Previously
filed as an exhibit to the registrant's Form 8-A
Registration Statement filed December 20, 1988. Here
incorporated by reference.
(b) Long-term Debt. The registrant has outstanding
long-term debt which at the time of this report does
not exceed 10% of the registrant's total consolidated
assets. The registrant agrees to furnish copies of the
agreements defining the rights of holders of such
long-term indebtedness to the Securities and Exchange
Commission upon request.
10(a) Incentive Stock Option Plan of 1982.* Previously filed
as Exhibit 10(a) to the registrant's Form 10-K Annual
Report for its fiscal year ended December 31, 1991.
Here incorporated by reference.
(b) Amendment to Incentive Stock Option Plan of 1982.*
Previously filed as Exhibit 10(b) to the registrant's
Form 10-K Annual Report for its fiscal year ended
December 31, 1991. Here incorporated by reference.
(c) Old Kent Executive Retirement Income Plan and Related
Trust.* Previously filed as Exhibit 10(c) to the
registrant's Form 10-K Annual Report for its fiscal
year ended December 31, 1991. Here incorporated by
reference.
(d) Amendment to Executive Retirement Income Plan.*
(e) Executive Stock Option Plan of 1986.* Previously filed
as Exhibit 10(d) to the registrant's Form 10-K Annual
Report for its fiscal year ended December 31, 1991.
Here incorporated by reference.
(f) Restricted Stock Plan of 1987.* Previously filed as
part of the registrant's Definitive Proxy Statement
dated March 6, 1992. Here incorporated by reference.
(g) Old Kent Executive Thrift Plan and Related Trust.*
Previously filed as Exhibit 10(f) to the registrant's
Form 10-K Annual Report for its fiscal year ended
December 31, 1991. Here incorporated by reference.
(h) Amendment to Executive Thrift Plan.*
(i) Rights Agreement. Previously filed as an exhibit to
the registrant's Form 8-A Registration Statement filed
December 20, 1988. Here incorporated by reference.
(j) Deferred Stock Compensation Plan and Related Trust.*
(k) Executive Severance Agreements for Messrs. Canepa,
Sherwood, Sadler, Wagner and Wisnom.*
(l) Stock Option Incentive Plan of 1992.* Previously filed
as part of the registrant's Definitive Proxy Statement
dated March 6, 1992. Here incorporated by reference.
(m) Old Kent Deferred Compensation Plan and Related Trust.*
Previously filed as Exhibit 10(m) to the registrant's
Form 10-K Annual Report for its fiscal year ended
December 31, 1991. Here incorporated by reference.
(n) Old Kent Directors' Deferred Compensation Plan and
Related Trust.*
(o) Amended and Restated Old Kent Directors' Deferred
Compensation Plan.* Previously filed as the Appendix
to the registrant's Definitive Proxy Statement dated
March 12, 1993. Here incorporated by reference.
11 Statement Re Computation of Earnings per Common Share.
12 Statement Re Computation of Other Ratios.
13 Annual Report to Shareholders of Old Kent Financial
Corporation for the year ended December 31, 1994.
21 Subsidiaries of Registrant.
23 Consent of Independent Public Accountants.
24 Powers of Attorney.
27 Financial Data Schedule.
99 Old Kent Thrift Plan Performance Table.
______________________
<FN>
* These agreements are management contracts or compensation plans
or arrangements required to be filed as exhibits to this Form 10-
K.