________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
________________________________________________________________________________
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the year ended June 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to
__________
Commission file number 0-15828
EMPLOYEES SALARY REDUCTION PLAN
OF THE FIRST NATIONAL BANK IN MACOMB COUNTY
(Full title of the plan)
OLD KENT FINANCIAL CORPORATION
One Vandenberg Center
Grand Rapids, Michigan 49503
(Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office)
________________________________________________________________________________
EMPLOYEES SALARY REDUCTION PLAN OF THE
FIRST NATIONAL BANK IN MACOMB COUNTY
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT
1
FINANCIAL STATEMENTS:
Statements of Assets Available for Benefits
as of June 30, 1995 and 1994
2
Statement of Changes in Assets Available for
Benefits for the Year Ended June 30, 1995
3
Statement of Changes in Assets Available for
Benefits for the Year Ended June 30, 1994
4
Notes to Financial Statements
5-7
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED JUNE 30, 1995:
Item 27(a) - Schedule of Assets Held for Investment Purposes
8
Item 27(d) - Schedule of Reportable Transactions - Series
9
INDEPENDENT AUDITORS' REPORT
Plan Administrator
Employees Salary Reduction Plan of the
First National Bank in Macomb County
Mount Clemens, Michigan
We have audited the accompanying statements of assets available for
benefits of the Employees Salary Reduction Plan of the First
National Bank
in Macomb County as of June 30, 1995 and 1994, and the related
statements
of changes in assets available for benefits for the years then
ended.
These financial statements are the responsibility of the Plan's
management.
Our responsibility is to express an opinion on these financial
statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing
standards. Those standards require that we plan and perform the
audit to
obtain reasonable assurance about whether the financial statements
are free
of material misstatement. An audit includes examining, on a text
basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles
used and significant estimates made by management, as well as
evaluating
the overall financial statement presentation. We believe that our
audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly,
in all material respects, the assets available for benefits of the
Plan as
of June 30, 1995 and 1994 and the changes in assets available for
benefits
for the years then ended, in conformity with generally accepted
accounting
principles.
Our audits were conducted for the purpose of forming an opinion on
the
basic financial statements taken as a whole. The supplemental
information
by fund is presented for the purpose of additional analysis of the
basic
financial statements rather than to present information regarding
the
assets available for benefits and changes in assets available for
benefits
of the individual funds, and is not a required part of the basic
financial
statements. The supplemental schedules of (1) assets held for
investment
purposes as of June 30, 1995, and (2) transactions in excess of 5%
of the
current value of plan assets for the year ended June 30, 1995, are
presented for the purpose of additional analysis and are not a
required
part of the basic financial statements, but are supplementary
information
required by the Department of Labor's Rules and Regulations for
Reporting
and Disclosure under the Employee Retirement Income Security Act of
1974.
This supplemental information and these schedules are the
responsibility of
the Plan's management. Such supplemental information by fund and
such
schedules have been subjected to the auditing procedures applied in
our
audit of the basic financial statements and, in our opinion, except
for the
omission of certain historical cost information, are fairly stated
in all
material respects, when considered in relation to the basic
financial
statements taken as a whole.
Deloitte & Touche LLP
December 15, 1995
EMPLOYEES SALARY REDUCTION PLAN OF THE
FIRST NATIONAL BANK IN MACOMB COUNTY
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 1995 AND 1994
1995
1994
ASSETS:
Investments at current value:
Guaranteed Income Fund $ 2,834,128
$ 2,438,877
Bond Fund 179,007
139,969
Equity Fund 726,475
527,087
Money Market Fund 25,874
29,508
FNB Cash Fund 78,414
68,814
FNB Stock Fund 811,405
474,510
Loans to participants 141,021
152,368
Total 4,796,324
3,831,133
Receivables - employer contributions 13,516
16,092
ASSETS AVAILABLE FOR BENEFITS $ 4,809,840
$ 3,847,225
See notes to financial statements.
-1-
EMPLOYEES SALARY REDUCTION PLAN OF
THE
FIRST NATIONAL BANK IN MACOMB
COUNTY
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JUNE 30, 1995
Supplemental Information By Fund
Guaranteed
Money FNB FNB Total
Income Bond
Equity Market Cash Stock Loan All
Fund Fund
Fund Fund Fund Fund Fund Funds
ASSETS AVAILABLE FOR BENEFITS AT
THE BEGINNING OF THE YEAR $2,449,545 $140,581 $
529,393 $ 29,637 $ 69,115 $ 476,586 $ 152,368 $ 3,847,225
ADDITIONS:
Employee contributions 189,838 23,617
76,500 3,482 77,800 371,237
Employer contributions 97,795 12,166
39,409 1,793 40,079 191,242
Investment income 193,239 21,224
122,160 1,290 27,712 210,340 13,025 588,990
Transfers 5,335 8,096
(5,029) (6,040) (112,283) 129,575 (19,654) ______
Total additions 486,207 65,103
233,040 525 33,308 339,915 (6,629) 1,151,469
DEDUCTIONS:
Distributions to retired
employees and
beneficiaries (Note 6) 92,231 25,996
34,138 4,259 22,416 5,096 4,718 188,854
Forfeiture Allocation 2,670 (200)
(1,038) (89) (1,343) _____ _____ _______
Total deductions 94,901 25,796
33,100 4,170 21,073 5,096 4,718 188,854
NET ADDITIONS (DEDUCTIONS) 391,306 39,307
199,940 (3,645) 12,235 334,819 (11,347) 962,615
ASSETS AVAILABLE FOR BENEFITS AT
THE END OF THE YEAR $2,840,851 $179,888 $
729,333 $ 25,992 $ 81,350 $811,405 $141,021 $4,809,840
See notes to financial statements.
-2-
EMPLOYEES SALARY REDUCTION PLAN OF
THE
FIRST NATIONAL BANK IN MACOMB
COUNTY
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JUNE 30, 1994
Supplemental Information By Fund
Guaranteed
Money FNB FNB Total
Income Bond
Equity Market Cash Stock Loan All
Fund Fund
Fund Fund Fund Fund Fund Funds
ASSETS AVAILABLE FOR BENEFITS AT
THE BEGINNING OF THE YEAR $2,476,477 $ 99,007 $
335,380 $ 147,115 $ 166,384 $
3,224,363
ADDITIONS:
Employee contributions 206,254 21,395
70,570 9,161 23,159 330,539
Employer contributions 123,990 11,872
38,596 6,017 11,930 192,405
Investment income 198,750 (3,232)
14,648 3,636 4,055 $ 87,660 5,087 310,604
Transfers (413,425) 32,579
107,072 (126,307) 30,258 388,926 (19,103)
Transfers 2,298 170
628 123 _______ ________ _______ 3,219
Total additions 117,867 62,784
231,514 (107,370) 69,402 476,586 (14,016)
836,767
DEDUCTIONS:
Distributions to retired
employees and
beneficiaries (Note 5) 136,132 20,756
36,278 10,034 287 203,487
Forfeitures 8,667 454
1,223 74 _______ 10,418
Total deductions 144,799 21,210
37,501 10,108 287 _______ 213,905
NET ADDITIONS (DEDUCTIONS) (26,932) 41,574
194,013 (117,478) 69,115 476,586 (14,016)
622,862
ASSETS AVAILABLE FOR BENEFITS AT
THE END OF THE YEAR $2,449,545 $140,581
$529,393 $ 29,637 $ 69,115 $ 476,586 $152,368 $
3,847,225
See notes to financial statements.
-3-
EMPLOYEES SALARY REDUCTION PLAN OF THE
FIRST NATIONAL BANK IN MACOMB COUNTY
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1995 AND 1994
1. THE PLAN
The First National Bank in Macomb County (formerly First National
Bank
in Mount Clemens) Employee Salary Reduction Plan (the Plan) was
established on July 1, 1983, was amended on July 1, 1989, under the
provisions of Section 401(k) of the Internal Revenue Code, and was
last amended on February 25, 1994 to include an additional
investment
option. The Plan is a profit-sharing plan designed to enable
eligible
employees to contribute to the Plan trust up to 10% of their annual
compensation.
PARTICIPANTS - Employees of the First National Bank in Macomb
County
(the "Bank") become participants when they have been employed six
months and have completed 500 hours of service. To remain a
participant an employee must complete 20 hours of service per week
for
an indefinite period of time. There were 230 and 247 contributing
participants as of June 30, 1995 and 1994, respectively.
On January 30, 1995, First National Bank Corp., of which the Bank
is a
subsidiary, merged with and into Old Kent Financial Corporation,
and
the name of the Bank was changed to Old Kent Bank - Macomb.
PARTICIPANT CONTRIBUTIONS - A participant may contribute from 1% to
10% of compensation, as defined in the Plan.
BANK CONTRIBUTIONS:
- - BASIC - At the discretion of the Board of Directors, an
annual basic contribution equal to 1% of the
participants'
compensation may be made by the Bank. All basic
contributions are 100% vested with the employee, provided
the participant complies with the provisions as defined
by
the Plan.
- - MATCHING - At the discretion of the Board of Directors,
the
Bank may make supplemental matching contributions as
follows:
-4-
Participant Bank Contribution
Contribution As A Percent Of
Percentage Compensation
1% .5%
2 1.0
3 1.5
4 2.0
5 and more 2.5
VESTING - Other than the supplemental matching contribution,
participant account balances are 100% vested. The supplemental
matching contribution is vested as follows:
Years Of Participation
Vesting In Plan
Percentage
1 20%
2 40
3 60
4 80
5 100
However, the five-year requirement for 100% vesting of the Bank's
matching contribution shall be waived in the event of death or
election of early retirement as defined by the Plan.
FORFEITURES - Nonvested matching contributions of terminated
participants become forfeitures after the participant incurs a
five-year break
in service, as defined in the Plan. Forfeitures shall be
distributed by the trustee among the accounts of the remaining
participants in the proportion that each account balance bears to
the
total account balances of all participants.
ALLOCATIONS - At the end of each quarter, a participant's account
is
adjusted to reflect the net earnings of the Plan, including
investment
appreciation or depreciation for that quarter. The adjustment is
allocated based on the participant's proportionate share of the
aggregate account balances at the beginning of the quarter,
adjusted
for certain changes, as defined in the Plan, occurring during the
quarter.
WITHDRAWALS - A participant may withdraw an amount from his
participant contribution account due to hardship, as defined and
limited in the Plan.
-5-
LOANS - As of July 1, 1989, a participant may borrow against his
vested account balance as allowed by the Plan.
TERMINATIONS - The normal retirement age defined by the Plan is 59
1/2. Upon normal retirement or death, the entire balance of the
participant's account becomes payable to the participant or his
beneficiary. Upon any other termination of employment, the
participant receives the vested portion of his account. All
benefits
are payable in either a lump-sum, fixed periodic payments, or an
annuity, as determined by the Plan administrative committee.
PLAN ADMINISTRATION - Costs of plan administration are paid by the
Bank.
-6-
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have
been
prepared on the accrual basis of accounting.
INVESTMENTS - The investments of the Plan are stated at fair value,
calculated by reference to published market quotations where
available; where not available, various bases are used in arriving
at
estimates of fair value.
INVESTMENT INCOME includes net unrealized gains and losses in
accordance with the policy of stating investments at fair values.
SECURITY TRANSACTIONS - Purchases and sales are accounted for on
the
trade date. Interest and dividend income are reported as earned on
an
accrual basis.
3. INVESTMENTS
Investments that represent five percent or more of the Plan's
assets
as of the beginning of the year are separately identified as
follows:
1995
1994
Guaranteed Income Fund $2,834,128
$2,438,877
Equity Fund 726,475
527,087
FNB Stock Fund 811,405
474,510
Subsequent to the January 30, 1995 merger of First National Bank
Corp.
with and into Old Kent Financial Corporation, each share of First
National Bank Corp. common stock in the FNB Stock Fund was
converted
into approximately 1.08 shares of Old Kent Financial Corporation's
common stock.
4. TERMINATION OF THE PLAN
In the event of complete termination of the Plan, the balance in
the
participant's account will be distributed in cash, either in a
lump-sum or in
installments, at the discretion of the committee which
administers the Plan.
5. INTERNAL REVENUE SERVICE STATUS
The Internal Revenue Service has determined that the Plan, as
amended
through July 1, 1985, satisfies the requirements of Section 401(a)
of
the Internal Revenue Code and is therefore exempt from federal
income
tax under Section 501(a) of the Internal Revenue Code. The Plan
has
technical amendments dated July 1, 1987 and July 1, 1989 in
addition
to the amendment dated February 25, 1994 to include First National
-7-
Bank Corp. common stock as an investment alternative. In the
opinion
of the plan sponsor, the Plan continues to remain exempt from
federal
income taxes.
6. BENEFITS PAYABLE
Benefits payable for terminated and retired participants at June
30,
1995 and 1994 were $151,235 and $41,330, respectively.
-8-
EMPLOYEES SALARY REDUCTION PLAN OF
THE
FIRST NATIONAL BANK IN MACOMB
COUNTY
EMPLOYER IDENTIFICATION NUMBER - 38-0855945
PLAN NUMBER - 002
FORM 5500
ITEM 27 (a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30, 1995
(c)
(b) Description of Investments,
Identity of Issuer Including Maturity Date,
Par Value (e)
Borrower, Lessor, Interest Rate, Collateral and
or Number (d) Current
(a) Or Similar Party Par or Maturity Value
of Shares Cost Value
** Massachusetts Mutual Life Guaranteed Income Fund
*** *** $2,834,128
Insurance Company Bond Fund
*** *** 179,007
Equity Fund
*** *** 726,475
Money Market Fund
*** *** 25,874
** Comerica FNB Cash Fund
78,414 $ 78,414 78,414
** Old Kent Financial Corporation FNB Stock Fund - Stock of
Old Kent Financial Corporation
23,796 523,034 811,045
** Participants * Loans
0 141,021
Total investments
$4,796,324
* Interest rates on loans to participants range form 9.0% to
12.0%.
** Party-in-interest.
*** Information is not provided by the trustee.
-9-
EMPLOYEES SALARY REDUCTION PLAN OF
THE
FIRST NATIONAL BANK IN MACOMB
COUNTY
EMPLOYER IDENTIFICATION NUMBER - 38-0855945
PLAN NUMBER - 002
FORM 5500
ITEM 27 (d) - SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES
YEAR ENDED JUNE 30, 1995
The following series of transactions were in excess of 5% of the
fair value of
plan assets at the
beginning of the year.
(h)
(b)
(f) Current
Description of Asset
Expenses Value of (i)
(a) (Include Interest Rate (c) (d)
(e) Incurred (g) Asset on Net
Identity of and Maturity in Purchase Selling
Lease with Cost Transaction Gain
Party Involved Case of Loan) Price Price
Rental Transaction of Asset Date (Loss)
Massachusetts Guaranteed Income
Mutual Life Fund
Insurance Co $587,309
$587,309 $587,309
Massachusetts
Mutual Life Guaranteed Income
Income Co Fund $429,548
* 429,548 *
Comerica Comerica Short-Term
Fund 213,692
213,692 213,692
* Information is not provided by the trustee.
-10-
EXHIBITS
The following exhibits are filed as part of this report:
Independent Auditors' Consent
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934,
the trustee has duly caused this annual report to be signed by the
undersigned
thereunto duly authorized.
EMPLOYEES SALARY REDUCTION
PLAN OF
OF THE FIRST NATIONAL
BANK IN
MACOMB COUNTY
By: OLD KENT BANK
Plan Administrator
Dated: December 27, 1995 By: /s/ Janet S. Nisbett
Its: Senior Vice President
and Controller
EXHIBIT 23
Independent Auditors' Consent
We consent to the incorporation by reference in Registration
Statement No.
33-52411 on Form S-8 of our report dated December 15, 1995
appearing in this
Annual Report on Form 11-K of the Employees' Salary Reduction Plan
of the First
National Bank in Macomb County for the year ended June 30, 1995.
/s/ Deloitte & Touche LLP
Detroit, Michigan
December 26, 1995