Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
OLD KENT FINANCIAL CORPORATION
(Exact name of issuer as specified in its charter)
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MICHIGAN 38-1986608
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
One Vandenberg Center, Grand Rapids, Michigan 49503
(Address of principal executive offices, zip code)
OLD KENT THRIFT PLAN
(Full title of the plan)
B. P. SHERWOOD, III Copies to: GORDON R. LEWIS
EXECUTIVE VICE PRESIDENT AND TREASURER WARNER NORCROSS & JUDD LLP
OLD KENT FINANCIAL CORPORATION 900 OLD KENT BUILDING
ONE VANDENBERG CENTER 111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49503-2489 GRAND RAPIDS, MICHIGAN 49503-2489
(Name and address of agent for service)
(616) 771-5808
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE<F3> OFFERING PRICE<F3> REGISTRATION FEE
Common Stock, 1,000,000 shares<F1> $37.75<F2> $37,750,000,000<F2> $13,017.24
$1 par value
<FN>
<F1> Plus such indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of a stock dividend or certain
other capital adjustments. Amounts to be registered are in addition
to the interests registered by Form S-8 Registration Statement No.
33-17309 and Form S-8 Registration Statement No. 33-39740.
<F2> Estimated solely for the purpose of calculating the registration fee.
<F3> On May 7, 1996, the mean between the high and low prices of the
Company's Common Stock on the NASDAQ National Market System was
$37.75.
</FN>
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
Page 1
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INCORPORATION OF DOCUMENTS BY REFERENCE
TO PRIOR REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of
registering 1,000,000 additional shares of Common Stock by Old Kent
Financial Corporation (the "Registrant") for use in connection with the Old
Kent Thrift Plan. In accordance with General Instruction E to Form S-8,
the Registrant incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8, file No. 33-39740, filed on April 2,
1991.
EXHIBITS SCHEDULE
Exhibit
5 Opinion of Counsel
23(a) Consent of Independent Public Accountants
23(b) Consent of Independent Public Accountants
23(c) Consent of Counsel (Contained in the Opinion filed as Exhibit 5
to this Registration Statement)
24 Powers of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Grand Rapids, State of Michigan,
on the 10th day of May, 1996.
OLD KENT FINANCIAL CORPORATION
By /S/ DAVID J. WAGNER
David J. Wagner
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
JOHN M. BISSELL* Director May 10, 1996
John M. Bissell
JOHN D. BOYLES* Director May 10, 1996
John D. Boyles
DICK DEVOS* Director May 10, 1996
Dick DeVos
JAMES P. HACKETT* Director May 10, 1996
James P. Hackett
ERINA HANKA* Director May 10, 1996
Erina Hanka
EARL D. HOLTON* Director May 10, 1996
Earl D. Holton
MICHAEL J. JANDERNOA* Director May 10, 1996
Michael J. Jandernoa
SIGNATURE TITLE DATE
JOHN P. KELLER* Director May 10, 1996
John P. Keller
WILLIAM U. PARFET Director May 10, 1996
William U. Parfet
PERCY A. PIERRE, PH.D.* Director May 10, 1996
Percy A. Pierre, Ph.D.
ROBERT L. SADLER* Director May 10, 1996
Robert L. Sadler
PETER F. SECCHIA* Director May 10, 1996
Peter F. Secchia
B. P. SHERWOOD, III.* Executive Vice President, May 10, 1996
B. P. Sherwood, III. Treasurer and Director
(Principal Financial
Officer)
DAVID J. WAGNER* President, Chief Executive May 10, 1996
David J. Wagner Officer and Director
(Principal Executive
Officer)
ALBERT T. POTAS* Senior Vice President and May 10, 1996
Albert T. Potas Controller (Principal
Accounting Officer)
*By /S/ DAVID J. WAGNER
David J. Wagner
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Grand
Rapids, State of Michigan.
Old Kent Thrift Plan
By /S/ JANET S. NISBETT
OLD KENT BANK
Plan Trustee
EXHIBIT LIST
PAGE
NUMBER
5 Opinion of Counsel --
23(a) Consent of Independent Public Accountants --
23(b) Consent of Independent Public Accountants --
23(c) Consent of Counsel (Contained in the Opinion filed as
Exhibit 5 to this Registration Statement)
24 Powers of Attorney --