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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 20, 1997
OLD KENT FINANCIAL CORPORATION
(Exact name of registrant as
specified in its charter)
MICHIGAN 0-12216 38-1986608
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification no.)
incorporation)
ONE VANDENBERG CENTER
GRAND RAPIDS, MICHIGAN 49503
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (616) 771-5000
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Item 5. OTHER EVENTS.
On January 20, 1997, the Board of Directors of Old Kent Financial
Corporation (the "Company") elected to redeem, effective February 14, 1997,
all outstanding Rights to Purchase Series B Preferred Stock issued in 1989.
The record date for the redemption is February 14, 1997. The Board also
adopted a new Rights Plan, and pursuant thereto declared a dividend of 1
Right to Purchase Series C Preferred Stock (a "Right") for each outstanding
share of the Company's common stock, $1 par value (the "Common Stock"),
to shareholders of record at the close of business on February 14, 1997.
Each new Right entitles the registered holder to purchase from the Company
a unit consisting of one one-hundredth of a share (a "Unit") of Series C
Preferred Stock, no par value (the "Preferred Stock"), at a price of $160
per Unit (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Old Kent Bank, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding
shares of Common Stock (the date of such announcement being the "Stock
Acquisition Date"), (ii) 10 business days following the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially owning 15% or more of the outstanding shares of Common Stock,
or (iii) 10 business days after the company's Board of Directors determines,
pursuant to certain criteria set forth in the Rights Agreement, that a
person beneficially owning 10% or more of the outstanding shares of Common
Stock is an "Adverse Person."
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on February 13, 2007, unless earlier
redeemed by the Company as described below.
In the event that, at any time following the Distribution Date,
(i) the Company is the surviving corporation in a merger with an Acquiring
Person and its Common Stock is not changed or exchanged, (ii) a Person
becomes the beneficial owner of more than 15% of the then outstanding
shares of Common Stock (except pursuant to an offer for all outstanding
shares of Common Stock that is determined to be fair to and otherwise in
the best interests of the Company and its shareholders), (iii) an Acquiring
Person engages in 1 or more "self-dealing" transactions with the Company,
or (iv) a person had been or was designated as an Adverse Person under the
Rights Agreement, each holder of a Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
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property or other securities of the Company) having a value equal to 2
times the Exercise Price of the Right. The Exercise Price is the Purchase
Price multiplied by the number of Units issuable upon the Right prior to
the events described in the paragraph (initially, 1). Notwithstanding any
of the foregoing, following the occurrence of any of the events set forth
in the paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by an Acquiring
Person or Adverse Person will be null and void.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction (other than a merger described in the preceding paragraph or
a merger which follows an offer described in the preceding paragraph), or
(ii) 50% or more of the company's assets or earning power is sold or
transferred, each holder of a Right (except Rights that previously have
been voided as set forth above) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company having
a value equal to 2 times the Exercise Price of the Right.
Further information on the Rights is contained in a Summary of
Rights to Purchase Series C Preferred Stock and in the Rights Agreement,
copies of which were filed as exhibits to a Registration Statement on
Form 8-A contemporaneously with this 8-K Report.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS.
(c) Exhibits:
4. Rights Agreement dated as of January 20, 1997, between
Old Kent Financial Corporation and Old Kent Bank, as
Rights Agent. Previously filed as Exhibit 4 to the
registrant's Form 8-A Registration Statement filed
January 21, 1997. Here incorporated by reference.
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SIGNATURE
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.
Dated: January 21, 1997 OLD KENT FINANCIAL CORPORATION
(Registrant)
By: /S/ B.P. SHERWOOD, III
B.P. Sherwood, III
Its Vice Chairman and Treasurer
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EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT
4 Rights Agreement dated as of January 20, 1997, between
Old Kent Financial Corporation and Old Kent Bank, as
Rights Agent. Previously filed as Exhibit 4 to the
registrant's Form 8-A Registration Statement filed
January 21, 1997. Here incorporated by reference.