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: March 5, 1997
OLD KENT FINANCIAL CORPORATION
(Exact name of registrant as
specified in charter)
MICHIGAN 0-12216 38-1986608
(State of Incorporation) (Commission (IRS Employer
File Number) Identification no.)
111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49503
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (616) 771-5000
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
This Form 8-K is filed solely for the purpose of filing exhibits
that will be incorporated by reference in the registrant's Form 10-K Annual
Report for its fiscal year ended December 31, 1996, and other future
filings.
(c) Exhibits:
NUMBER EXHIBIT
------ -------
4.3 CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS OF
SERIES C PREFERRED STOCK.
4.4 FORM OF OLD KENT CAPITAL TRUST I FLOATING RATE
SUBORDINATED CAPITAL INCOME SECURITIES (LIQUIDATION
AMOUNT OF $1,000 PER CAPITAL SECURITY).
4.5 FORM OF OLD KENT FINANCIAL CORPORATION FLOATING RATE
JUNIOR SUBORDINATED DEBENTURE DUE 2027.
4.6 AMENDED AND RESTATED DECLARATION OF TRUST, DATED AS OF
JANUARY 31, 1997, AMONG OLD KENT; ALBERT T. POTAS,
THOMAS E. POWELL, AND MARY E. TUUK, AS "REGULAR
TRUSTEES" (AS DEFINED THEREIN); BANKERS TRUST COMPANY;
AND BANKERS TRUST (DELAWARE).
4.7 GUARANTEE AGREEMENT, DATED AS OF JANUARY 31, 1997,
BETWEEN OLD KENT AND BANKERS TRUST COMPANY.
4.8 INDENTURE, DATED AS OF JANUARY 31, 1997, BETWEEN OLD
KENT AND BANKERS TRUST COMPANY.
4.9 REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 31,
1997, AMONG OLD KENT CAPITAL TRUST I, OLD KENT
FINANCIAL CORPORATION, AND LEHMAN BROTHERS INC.
10.17 EXECUTIVE SEVERANCE AGREEMENTS FOR MESSRS. WAGNER,
SADLER, SHERWOOD, WISNOM, KABAT, AND WARRINGTON.
10.18 EXECUTIVE SEVERANCE AGREEMENTS FOR MESSRS. DAMS,
FARLEY, GARLICK, JENNINGS, KERSTEIN, CRANDALL, WHALEN,
AND MAGNESEN.
10.19 AMENDMENT TO EXECUTIVE STOCK OPTION PLAN OF 1986.
10.20 AMENDMENT TO STOCK OPTION INCENTIVE PLAN OF 1992.
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
By: /S/ ALBERT T. POTAS
Albert T. Potas
Senior Vice President
Dated: March 5, 1997
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
- ---------- --------
4.3 Certificate of Designation, Preferences, and Rights of
Series C Preferred Stock.
4.4 Form of Old Kent Capital Trust I Floating Rate Subordinated
Capital Income Securities (Liquidation Amount of $1,000 per
Capital Security).
4.5 Form of Old Kent Financial Corporation Floating Rate Junior
Subordinated Debenture due 2027.
4.6 Amended and Restated Declaration of Trust, dated as of
January 31, 1997, among Old Kent; Albert T. Potas, Thomas E.
Powell, and Mary E. Tuuk, as "Regular Trustees" (as defined
therein); Bankers Trust Company; and Bankers Trust
(Delaware).
4.7 Guarantee Agreement, dated as of January 31, 1997, between
Old Kent and Bankers Trust Company.
4.8 Indenture, dated as of January 31, 1997, between Old Kent
and Bankers Trust Company.
4.9 Registration Rights Agreement, dated as of January 31, 1997,
among Old Kent Capital Trust I, Old Kent Financial
Corporation, and Lehman Brothers Inc.
10.17 Executive Severance Agreements for Messrs. Wagner, Sadler,
Sherwood, Wisnom, Kabat, and Warrington.
10.18 Executive Severance Agreements for Messrs. Dams, Farley,
Garlick, Jennings, Kerstein, Crandall, Whalen, and Magnesen.
10.19 Amendment to Executive Stock Option Plan of 1986.
10.20 Amendment to Stock Option Incentive Plan of 1992.