EXHIBIT 99.1
LETTER OF TRANSMITTAL
OLD KENT CAPITAL TRUST I
OFFER TO EXCHANGE ITS FLOATING RATE
SUBORDINATED CAPITAL INCOME SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING FLOATING RATE
SUBORDINATED CAPITAL INCOME SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
PURSUANT TO THE PROSPECTUS DATED ______, 1997
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON ________, 1997 UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
To: Bankers Trust Company, as Exchange Agent
BY MAIL: BY HAND: BY OVERNIGHT MAIL OR COURIER:
BT Services Tennessee, Inc. Bankers Trust Company BT Services Tennessee, Inc.
Reorganization Unit Corporate Trust and Agency Group Corporate Trust and Agency Group
P.O. Box 292737 Receipt & Delivery Window Reorganization Unit
Nashville, TN 37229-2737 123 Washington Street, 1st Community Floor 648 Grassmere Park Road
New York, NY 10006 Nashville, TN 37211
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO
A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges that he or she has received the
Prospectus, dated _________, 1997 (as the same may be amended or
supplemented from time to time, the "Prospectus"), of Old Kent Financial
Corporation, a Michigan corporation ("Old Kent"), and Old Kent Capital
Trust I, a Delaware statutory business trust (the "Trust"), and this Letter
of Transmittal, which together constitute Old Kent's and the Trust's offer
(the "Exchange Offer") to exchange an aggregate Liquidation Amount of up to
$100,000,000 of Floating Rate Subordinated Capital Income Securities due
February 1, 2027 (the "Old Capital Securities") for a like
aggregate Liquidation Amount of the Trust's Floating Rate Subordinated
Capital Income Securities due February 1, 2027 (the "New Capital
Securities") which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"). The term "Expiration Date" shall mean
5:00 p.m., New York City time, on _________, 1997, unless the Exchange Offer
is extended as provided in the Prospectus, in which case the term "Expiration
Date" shall mean the latest date and time to which the Exchange Offer is
extended. Capitalized terms used but not defined herein shall have the same
meaning giving them in the Prospectus.
Holders who wish to tender their Old Capital Securities and (i) whose
Old Capital Securities are not immediately available or (ii) time will not
permit their Old Capital Securities, this Letter of Transmittal or an Agent's
Message (as defined in the Prospectus) and any other documents required by
this Letter of Transmittal to be delivered to the Exchange Agent prior to
the Expiration Date must tender their Old Capital Securities according to the
guaranteed delivery procedures set forth in "The Exchange Offer--Procedures
for Tendering Old Capital Securities--Guaranteed Delivery" in the Prospectus.
See Instruction 1.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Old Capital Securities are registered on the books of the Trust or
any other person who has obtained a properly completed bond power from the
registered holder. The undersigned has completed, executed and delivered
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer. Holders who wish to tender their
Old Capital Securities must complete this Letter of Transmittal in its
entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING THIS LETTER OF TRANSMITTAL
___________________________________________________________________________
DESCRIPTION OF OLD CAPITAL SECURITIES TENDERED
___________________________________________________________________________
OLD CAPITAL LIQUIDATION NUMBER OF
SECURITIES AMOUNT OF BENEFICIAL HOLDERS
NAME AND ADDRESS CERTIFICATE TENDERED (ATTACH OLD CAPITAL FOR WHOM OLD
REGISTERED HOLDER NUMBERS<F*> ADDITIONAL LIST IF SECURITIES TENDERED CAPITAL SECURITIES
(PLEASE FILL IN IF BLANK) NECESSARY) (IF LESS THAN ALL)<F**> ARE HELD
$
$
$
$
<FN>
<F*> Need not be completed by book-entry holders.
2
<F**> Old Capital Securities may be tendered in whole or in part in
denominations of $1,000 and integral multiples of $1,000 in excess thereof,
provided that if any Old Capital Securities are tendered for exchange in
part, the untendered Liquidation Amount thereof must be $1,000 or any
integral multiple of $1,000 in excess thereof. All Old Capital Securities
held shall be deemed tendered unless a lesser number is specified in this
column.
</FN>
[_] CHECK HERE IF TENDERED OLD CAPITAL SECURITIES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE DEPOSITORY TRUST COMPANY ("DTC") AND COMPLETE THE FOLLOWING (ONLY
PARTICIPANTS IN DTC MAY DELIVER CAPITAL SECURITIES BY BOOK-ENTRY TRANSFER)
(SEE INSTRUCTION 1):
Name of Tendering Institution______________________________________________
DTC Account Number_________________________________________________________
Transaction Code Number____________________________________________________
[_] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED
DELIVERY IF TENDERED OLD CAPITAL SECURITIES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING (SEE INSTRUCTION 5):
Name of Registered Holders(s)______________________________________________
Window Ticket Number (if any)______________________________________________
Date of Execution of Notice of Guaranteed Delivery_________________________
Name of Institution which Guaranteed Delivery______________________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution______________________________________________
DTC Account Number_________________________________________________________
Transaction Code Number____________________________________________________
[_] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD
CAPITAL SECURITIES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER
SET FORTH ABOVE.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD CAPITAL
SECURITIES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER
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TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name_______________________________________________________________________
Address____________________________________________________________________
Area Code and Telephone Number______________ Contact Person_______________
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange
Offer, the undersigned hereby tenders to Old Kent and the Trust the
above-described aggregate Liquidation Amount of Old Capital Securities in
exchange for a like aggregate Liquidation Amount of New Capital Securities.
Subject to and effective upon the acceptance for exchange of all
or any portion of the Old Capital Securities tendered herewith in
accordance with the terms and conditions of the Exchange Offer (including,
if the Exchange Offer is extended or amended, the terms and conditions of
any such extension or amendment), the undersigned hereby sells, assigns and
transfers to or upon the order of the Trust all right, title and interest
in and to such Old Capital Securities as are being tendered herewith. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent
as its agent and attorney-in-fact (with full knowledge that the Exchange
Agent is also acting as agent of Old Kent and the Trust in connection with
the Exchange Offer) with respect to the tendered Old Capital Securities,
with full power of substitution (such power of attorney being deemed to be
an irrevocable power coupled with an interest), subject only to the right
of withdrawal described in the Prospectus, to: (i) deliver Certificates for
Old Capital Securities to Old Kent or the Trust together with all
accompanying evidences of transfer and authenticity to, or upon the order
of, the Trust, upon receipt by the Exchange Agent, as the undersigned's
agent, of the New Capital Securities to be issued in exchange for such Old
Capital Securities; (ii) present Certificates for such Old Capital
Securities for transfer, and to transfer the Old Capital Securities on the
books of the Trust; and (iii) receive for the account of the Trust all
benefits and otherwise exercise all rights of beneficial ownership of such
Old Capital Securities, all in accordance with the terms and conditions of
the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE
UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN
AND TRANSFER THE OLD CAPITAL SECURITIES TENDERED HEREBY AND THAT, WHEN THE
SAME ARE ACCEPTED FOR EXCHANGE, THE TRUST WILL ACQUIRE GOOD, MARKETABLE AND
UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS,
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CHARGES AND ENCUMBRANCES, AND THAT THE OLD CAPITAL SECURITIES TENDERED
HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR INTERESTS. THE UNDERSIGNED
WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY
OLD KENT, THE TRUST OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD CAPITAL
SECURITIES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS
OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED HAS
READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Old
Capital Securities tendered hereby should be printed above, if they are not
already set forth above, as they appear on the Certificates representing
such Old Capital Securities. The Certificate number(s) and the Old Capital
Securities that the undersigned wishes to tender should be indicated in the
appropriate boxes above.
If any tendered Old Capital Securities are not exchanged pursuant
to the Exchange Offer for any reason, or if Certificates are submitted for
more Old Capital Securities than are tendered or accepted for exchange,
Certificates for such nonexchanged or nontendered Old Capital Securities
will be returned (or, in the case of Old Capital Securities tendered by
book-entry transfer, such Old Capital Securities will be credited to an
account maintained at DTC), without expense to the tendering holder,
promptly following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Old Capital Securities
pursuant to any one of the procedures described in "The Exchange
Offer--Procedures for Tendering Old Capital Securities" in the Prospectus
and in the instructions attached hereto will, upon Old Kent's and the
Trust's acceptance for exchange of such tendered Old Capital Securities,
constitute a binding agreement between the undersigned, Old Kent and the
Trust upon the terms and subject to the conditions of the Exchange Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, Old Kent and the Trust may not be required to accept for
exchange any of the Old Capital Securities tendered hereby.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, the undersigned hereby directs that the New
Capital Securities be issued in the name(s) of the undersigned or, in the
case of a book-entry transfer of Old Capital Securities, that such New
Capital Securities be credited to the account indicated above maintained at
DTC. If applicable, substitute Certificates representing Old Capital
Securities not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Old Capital
Securities, will be credited to the account indicated above maintained at
DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please deliver New Capital Securities to the undersigned at
the address shown below the undersigned's signature.
5
BY TENDERING OLD CAPITAL SECURITIES AND EXECUTING THIS LETTER OF
TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES, AND EACH PERSON
OWNING A BENEFICIAL INTEREST IN THE OLD CAPITAL SECURITIES BEING TENDERED BY
THE UNDERSIGNED IS DEEMED TO HEREBY REPRESENT AND AGREE THAT (I) THE
UNDERSIGNED AND EACH SUCH BENEFICIAL HOLDER ARE NOT "AFFILIATES" OF OLD KENT
OR THE TRUST, (II) ANY NEW CAPITAL SECURITIES TO BE RECEIVED BY THE
UNDERSIGNED AND EACH SUCH BENEFICIAL HOLDER ARE BEING ACQUIRED IN THE
ORDINARY COURSE OF ITS BUSINESS, (III) THE UNDERSIGNED AND EACH SUCH
BENEFICIAL HOLDER HAVE NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO
PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF
NEW CAPITAL SECURITIES TO BE RECEIVED IN THE EXCHANGE OFFER, AND (IV) IF THE
UNDERSIGNED AND EACH SUCH BENEFICIAL HOLDER ARE NOT BROKER-DEALERS, THE
UNDERSIGNED AND EACH SUCH BENEFICIAL HOLDER ARE NOT ENGAGED IN, AND DO NOT
INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES
ACT) OF SUCH NEW CAPITAL SECURITIES. BY TENDERING OLD CAPITAL SECURITIES
PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, A
HOLDER OF OLD CAPITAL SECURITIES WHICH IS A BROKER-DEALER REPRESENTS AND
AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF
THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION
TO THIRD PARTIES, THAT (X) SUCH OLD CAPITAL SECURITIES HELD BY THE
BROKER-DEALER ARE HELD ONLY AS A NOMINEE OR (Y) SUCH OLD CAPITAL SECURITIES
WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER A
PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE
REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH NEW
CAPITAL SECURITIES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A
PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN
"UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
OLD KENT AND THE TRUST HAVE AGREED THAT, SUBJECT TO THE PROVISIONS
OF THE REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED
OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING
BROKER-DEALER (AS DEFINED BELOW) IN CONNECTION WITH RESALES OF NEW CAPITAL
SECURITIES RECEIVED IN EXCHANGE FOR OLD CAPITAL SECURITIES, WHERE SUCH OLD
CAPITAL SECURITIES WERE ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES, FOR A PERIOD ENDING 180 DAYS AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT (SUBJECT TO EXTENSION UNDER CERTAIN LIMITED
CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH NEW
CAPITAL SECURITIES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER.
IN THAT REGARD, EACH BROKER-DEALER WHO ACQUIRED OLD CAPITAL SECURITIES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH OLD CAPITAL SECURITIES AND
EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE
FROM OLD KENT OR THE TRUST OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY
OF ANY FACT WHICH MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE
IN THE PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE
PROSPECTUS TO OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE
6
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR OF THE
OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE REGISTRATION RIGHTS
AGREEMENT, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE SALE OF NEW
CAPITAL SECURITIES PURSUANT TO THE PROSPECTUS UNTIL OLD KENT AND THE TRUST
HAVE AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR
OMISSION AND HAVE FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED
PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR OLD KENT OR THE TRUST HAS
GIVEN NOTICE THAT THE SALE OF THE NEW CAPITAL SECURITIES MAY BE RESUMED, AS
THE CASE MAY BE. IF OLD KENT OR THE TRUST GIVES SUCH NOTICE TO SUSPEND THE
SALE OF THE NEW CAPITAL SECURITIES, IT SHALL EXTEND THE 180-DAY PERIOD
REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO
USE THE PROSPECTUS IN CONNECTION WITH THE RESALE OF NEW CAPITAL SECURITIES
BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE
GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING
BROKER-DEALERS SHALL HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED
PROSPECTUS NECESSARY TO PERMIT RESALES OF THE NEW CAPITAL SECURITIES OR TO
AND INCLUDING THE DATE ON WHICH OLD KENT OR THE TRUST HAS GIVEN NOTICE THAT
THE SALE OF NEW CAPITAL SECURITIES MAY BE RESUMED, AS THE CASE MAY BE.
Holders of Old Capital Securities whose Old Capital Securities are
accepted for exchange will not receive accumulated Distributions on such
Old Capital Securities for any period from and after the last Distribution
Date with respect to such Old Capital Securities prior to the original
issue date of the New Capital Securities and will be deemed to have waived
the right to receive any Distributions on such Old Capital Securities
accumulated from and after such Distribution Date. However, because
Distributions on the New Capital Securities will accumulate from the last
Distribution Date prior to the consummation of the Exchange Offer the amount
of the Distributions received by holders whose Old Capital Securities are
accepted for exchange will not be affected by the exchange. See "The
Exchange Offer-Distributions on New Capital Securities" in the Prospectus.
All authority herein conferred or agreed to be conferred in this
Letter of Transmittal shall survive the death or incapacity of the
undersigned and any obligation of the undersigned hereunder shall be
binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors
and assigns of the undersigned. Except as stated in the Prospectus, this
tender is irrevocable.
7
HOLDERS SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 14)
(NOTE: SIGNATURES MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) exactly as name(s)
appear(s) on Certificate(s) for the Old Capital Securities hereby tendered
or on a security position listing, or by any person(s) authorized to become
the registered holder(s) by endorsements and documents transmitted herewith
(including such opinions of counsel, certifications and other information
as may be required by the Trust or the Exchange Agent to comply with the
restrictions on transfer applicable to the Old Capital Securities). If
signature is by an attorney-in-fact, executor, administrator, trustee,
guardian, officer of a corporation or another acting in a fiduciary capacity
or representative capacity, please set forth the signer's full title. See
Instruction 5.
___________________________________________________________________________
___________________________________________________________________________
(SIGNATURE(S) OF HOLDER(S))
Date: ________________________, 1997
Name(s):___________________________________________________________________
(PLEASE PRINT)
Capacity (full title)______________________________________________________
Address ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number_____________________________________________
___________________________________________________________________________
Tax Identification or Social Security Number_______________________________
8
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
___________________________________________________________________________
(AUTHORIZED SIGNATURE)
Date: ________________________, 1997
Name of Firm_______________________________________________________________
Capacity (full title)______________________________________________________
(PLEASE PRINT)
Address ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number_____________________________________________
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if New Capital Securities or Old Capital
Securities not tendered are to be issued in the name of someone other than
the registered holder of the Old Capital Securities whose name(s) appear(s)
above.
Issue
[_] Old Capital Securities not tendered to:
[_] New Capital Securities, to:
Name(s):___________________________________________________________________
Address ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number_____________________________________________
Tax Identification or Social Security Number_______________________________
9
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if New Capital Securities or Old Capital
Securities not tendered are to be sent to someone other than the registered
holder of the Old Capital Securities whose name(s) appear(s) above, or such
registered holder(s) at an address other than that shown above.
Mail
[_] Old Capital Securities not tendered to:
[_] New Capital Securities, to:
Name(s):___________________________________________________________________
Address ___________________________________________________________________
___________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number_____________________________________________
Tax Identification or Social Security Number_______________________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either
if (i) Certificates are to be forwarded herewith or (ii) tenders are to be
made pursuant to the procedures for tender by book-entry transfer set forth
in "The Exchange Offer--Procedures for Tendering Old Capital Securities" in
the Prospectus and an Agent's Message is not delivered. Certificates, or
timely book-entry confirmation of a book-entry transfer of such Old Capital
Securities into the Exchange Agent's account at DTC, as well as this Letter
of Transmittal (or facsimile thereof), properly completed and duly executed,
with any required signature guarantees, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein on or prior to the Expiration Date. Tenders by
book-entry transfer may also be made by delivering an Agent's Message in lieu
of this Letter of Transmittal. The term "book-entry confirmation" means a
timely confirmation of book-entry transfer of Old Capital Securities into the
Exchange Agent's account at DTC. The term "Agent's Message" means a message,
transmitted by DTC to and received by the Exchange Agent and forming a part
of a book-entry confirmation, which states that DTC has received an express
acknowledgment from the tendering participant, which acknowledgment states
that such participant has received and agrees to be bound by the Letter of
Transmittal (including the representations contained herein) and that the
Trust and Old Kent may enforce the Letter of Transmittal against such
participant. Old Capital Securities may be tendered in whole or in part in
10
the principal Liquidation Amount of $1,000 (1 Capital Security) and integral
multiples of $1,000 in excess thereof, provided that, if any Old Capital
Securities are tendered for exchange in part, the untendered principal
Liquidation Amount thereof must be $1,000 (1 Capital Security) or any
integral multiple of $1,000 in excess thereof.
Holders who wish to tender their Old Capital Securities and (i)
whose Old Capital Securities are not immediately available or (ii) who
cannot deliver their Old Capital Securities, this Letter of Transmittal and
all other required documents to the Exchange Agent on or prior to the
Expiration Date or (iii) who cannot complete the procedures for delivery by
book-entry transfer on a timely basis, may tender their Old Capital
Securities by properly completing and duly executing a Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedures set forth in "The
Exchange Offer--Procedures for Tendering Old Capital Securities" in the
Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution (as defined below); (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in
the form made available by Old Kent, must be received by the Exchange
Agent on or prior to the Expiration Date; and (iii) the Certificates (or a
book-entry confirmation (as defined in the Prospectus)) representing all
tendered Old Capital Securities, in proper form for transfer, together with
a Letter of Transmittal (or facsimile thereof), or an Agent's Message,
properly completed and duly executed, with any required signature guarantees
and any other documents required by this Letter of Transmittal, must be
received by the Exchange Agent within three (3) New York Stock Exchange,
Inc. trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided in "The Exchange Offer--Procedures for Tendering
Old Capital Securities" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile or mail to the Exchange Agent, and must include a
guarantee by an Eligible Institution in the form set forth in such Notice.
For Old Capital Securities to be properly tendered pursuant to the
guaranteed delivery procedure, the Exchange Agent must receive a Notice of
Guaranteed Delivery on or prior to the Expiration Date. As used herein and
in the Prospectus, "Eligible Institution" means a firm or other entity
identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor
institution," including (as such terms are defined therein) (i) a bank;
(ii) a broker, dealer, municipal securities broker or dealer or government
securities broker or dealer; (iii) a credit union; (iv) a national
securities exchange, registered securities association or clearing agency;
or (v) a savings association that is a participant in a Securities Transfer
Association.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
11
RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE
TIMELY DELIVERY.
Neither Old Kent nor the Trust will accept any alternative,
conditional or contingent tenders. Each tendering holder, by execution of a
Letter of Transmittal (or facsimile thereof), waives any right to receive
any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if: (i) this Letter of Transmittal is signed by the
registered holder (which term, for purposes of this document, shall include
any participant in DTC whose name appears on a security position listing as
the owner of the Old Capital Securities) of Old Capital Securities tendered
herewith, unless such holder(s) has completed either the box entitled
"Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" above; or (ii) such Old Capital Securities are tendered for
the account of a firm that is an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Capital Securities Tendered" is inadequate, the
Certificate number(s) and/or the Liquidation Amount of Old Capital
Securities and any other required information should be listed on a
separate signed schedule which is attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Capital
Securities will be accepted only in the principal Liquidation Amount of
$1,000 (1 Capital Security) and integral multiples of $1,000 in excess
thereof, provided that if any Old Capital Securities are tendered for
exchange in part, the untendered principal Liquidation Amount thereof must
be $1,000 (1 Capital Security) or any integral multiple of $1,000 in excess
thereof. If less than all the Old Capital Securities evidenced by any
Certificate submitted are to be tendered, fill in the Liquidation Amount of
Old Capital Securities which are to be tendered in the box entitled
"Liquidation Amount of Old Capital Securities Tendered (if less than all)."
In such case, new Certificate(s) for the remainder of the Old Capital
Securities that were evidenced by your old Certificate(s) will only be sent
to the holder of the Old Capital Securities, promptly after the Expiration
Date, unless appropriate boxes on this Letter of Transmittal are completed.
All Old Capital Securities represented by Certificates delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
Except as otherwise provided herein, tenders of Old Capital Securities
may be withdrawn at any time on or prior to the Expiration Date. In order
for a withdrawal to be effective on or prior to that time, a written,
12
telegraphic, telex or facsimile transmission of such notice of withdrawal
must be timely received by the Exchange Agent at one of its addresses set
forth above or in the Prospectus on or prior to the Expiration Date. Any
such notice of withdrawal must specify the name of the person who tendered
the Old Capital Securities to be withdrawn, the aggregate Liquidation Amount
of Old Capital Securities to be withdrawn and (if Certificates for Old
Capital Securities have been tendered) the name of the registered holder of
the Old Capital Securities as set forth on the Certificate for the Old
Capital Securities, if different from that of the person who tendered such
Old Capital Securities. If Certificates for the Old Capital Securities have
been delivered or otherwise identified to the Exchange Agent, then prior to
the physical release of such Certificates for the Old Capital Securities,
the tendering holder must submit the serial numbers shown on the particular
Certificates for the Old Capital Securities to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Old Capital Securities tendered for the
account of an Eligible Institution. If Old Capital Securities have been
tendered pursuant to the procedures for book-entry transfer set forth in
"The Exchange Offer--Procedures for Tendering Old Capital Securities," the
notice of withdrawal must specify the name and number of the account at DTC
to be credited with the withdrawal of Old Capital Securities, in which case
a notice of withdrawal will be effective if delivered to the Exchange Agent
by written, telegraphic, telex or facsimile transmission. Withdrawals of
tenders of Old Capital Securities may not be rescinded. Old Capital
Securities properly withdrawn will not be deemed validly tendered for
purposes of the Exchange Offer, but may be retendered at any subsequent
time on or prior to the Expiration Date by following any of the procedures
described in the Prospectus under "The Exchange Offer--Procedures for
Tendering Old Capital Securities."
All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by Old Kent and
the Trust, in their sole discretion, whose determination shall be final and
binding on all parties. Old Kent and the Trust, any affiliates or assigns
of Old Kent and the Trust, the Exchange Agent or any other person shall not
be under any duty to give any notification of any irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification. Any Old Capital Securities which have been tendered but which
are withdrawn will be returned to the holder thereof without cost to such
holder promptly after withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Old Capital Securities tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the Certificate(s)
without alteration, enlargement or any change whatsoever.
If any of the Old Capital Securities tendered hereby are owned of
record by two or more joint owners, all such owners must sign this Letter
of Transmittal.
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If any tendered Old Capital Securities are registered in different
name(s) on several Certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal (or facsimiles thereof) as
there are different registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-
in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing
and must submit proper evidence satisfactory to Old Kent and the Trust, in
their sole discretion, of each such person's authority to act in such
capacity.
When this Letter of Transmittal is signed by the registered owner(s)
of the Old Capital Securities listed and transmitted hereby, no
endorsement(s) of Certificate(s) or separate bond power(s) are required
unless New Capital Securities are to be issued in the name of a person
other than the registered holder(s). Signature(s) on such Certificate(s) or
bond power(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Old Capital Securities listed, the Certificates
must be endorsed or accompanied by appropriate bond powers, signed exactly
as the name or names of the registered owner(s) appear(s) on the
Certificates, and also must be accompanied by such opinions of counsel,
certifications and other information as Old Kent, the Trust or the Exchange
Agent may require in accordance with the restrictions on transfer applicable
to the Old Capital Securities. Signatures on such Certificates or bond
powers must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Capital
Securities are to be issued in the name of a person other than the signer
of this Letter of Transmittal, or if New Capital Securities are to be sent
to someone other than the signer of this Letter of Transmittal or to an
address other than that shown above, the appropriate boxes on this Letter
of Transmittal should be completed. Certificates for Old Capital Securities
not exchanged will be returned by mail or, if tendered by book-entry
transfer, by crediting the account indicated above maintained at DTC, unless
appropriate boxes on this Letter of Transmittal are completed. See
Instruction 4.
7. IRREGULARITIES. Old Kent and the Trust will determine, in their
sole discretion, all questions as to the form of documents, validity,
eligibility (including time of receipt) and acceptance for exchange of any
tender of Old Capital Securities, which determination shall be final and
binding on all parties. Old Kent and the Trust reserve the absolute right
to reject any and all tenders determined by either of them not to be in
proper form or the acceptance of which, or exchange for, may, in the view
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of counsel to Old Kent and the Trust, be unlawful. Old Kent and the Trust
also reserve the absolute right, subject to applicable law, to waive any of
the conditions of the Exchange Offer set forth in the Prospectus under "The
Exchange Offer--Certain Conditions to the Exchange Offer" or any condition
or irregularity in any tender of Old Capital Securities of any particular
holder whether or not similar conditions or irregularities are waived in
the case of other holders. Old Kent's and the Trust's interpretation of the
terms and conditions of the Exchange Offer (including this Letter of
Transmittal and the instructions hereto) will be final and binding. No
tender of Old Capital Securities will be deemed to have been validly made
until all irregularities with respect to such tender have been cured or
waived. Old Kent, the Trust, any affiliates or assigns of Old Kent, the
Trust, the Exchange Agent, or any other person shall not be under any duty
to give notification of any irregularities in tenders or incur any
liability for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Exchange Agent at its
address and telephone number set forth on the front of this Letter of
Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed
Delivery and the Letter of Transmittal may be obtained from the Exchange
Agent or from your broker, dealer, commercial bank, trust company or other
nominee.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under United States
federal income tax law, a holder whose tendered Old Capital Securities are
accepted for exchange is required to provide the Exchange Agent with such
holder's correct taxpayer identification number ("TIN") on the Substitute
Form W-9 below. If the Exchange Agent is not provided with the correct TIN,
the Internal Revenue Service (the "IRS") may subject the holder or other
payee to a $50 penalty. In addition, payments to such holders or other
payees with respect to Old Capital Securities exchanged pursuant to the
Exchange Offer may be subject to 31% backup withholding.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is
checked, the holder or other payee must also complete the Certificate of
Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Exchange Agent will withhold 31% of all payments made prior to the time a
properly certified TIN is provided to the Exchange Agent. The Exchange
Agent will retain such amounts withheld during the 60-day period following
the date of the Substitute Form W-9. If the holder furnishes the Exchange
Agent with its TIN within 60 days after the date of the Substitute Form
W-9, the amounts retained during the 60 day period will be remitted to the
holder and no further amounts shall be retained or withheld from payments
made to the holder thereafter. If, however, the holder has not provided the
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Exchange Agent with its TIN within such 60 day period, amounts withheld
will be remitted to the IRS as backup withholding. In addition, 31% of all
payments made thereafter will be withheld and remitted to the IRS until a
correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the registered
owner of the Old Capital Securities or of the last transferee appearing on
the transfers attached to, or endorsed on, the Old Capital Securities. If
the Old Capital Securities are registered in more than one name or are not
in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these
backup withholding and reporting requirements. Such holders should
nevertheless complete the attached Substitute Form W-9 below and write
"exempt" on the face thereof, to avoid possible erroneous backup
withholding. A foreign person may qualify as an exempt recipient by
submitting a properly completed IRS Form W-8, signed under penalties of
perjury, attesting to that holder's exempt status.
Backup withholding is not an additional U.S. federal income tax.
Rather, the U.S. federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
10. WAIVER OF CONDITIONS. Old Kent and the Trust reserve the absolute
right to waive satisfaction of any or all conditions enumerated in the
Prospectus.
11. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Old Capital
Securities, by execution and delivery of this Letter, shall waive any right
to receive notice of the acceptance of their Old Capital Securities for
exchange.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Old Capital Securities have been lost, destroyed or stolen,
the holder should promptly notify the Exchange Agent. The holder will then
be instructed as to the steps that must be taken in order to replace the
Certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
Certificate(s) have been followed.
13. SECURITY TRANSFER TAXES. Holders who tender their Old Capital
Securities for exchange will not be obligated to pay any transfer taxes in
connection therewith. If, however, New Capital Securities are to be
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delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Capital Securities tendered, or if a transfer
tax is imposed for any reason other than the exchange of Old Capital
Securities in connection with the Exchange Offer, then the amount of any
such transfer tax (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with the
Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO
THE EXPIRATION DATE.
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TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS
(SEE INSTRUCTION 9)
PAYER'S NAME: Bankers Trust Company
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payer's Request for
Taxpayer
Identification
Number (TIN) Part 1- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING BELOW Social Security Number OR Employer
Identification Number
______________________
Part 2 - CERTIFICATION - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because: (a) I am exempt
from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding.
CERTIFICATE INSTRUCTIONS - You must cross out item (2) above if you have
been notified by the IRS that you are currently subject to backup withholding
because of under reporting interest or dividends on your tax return.
However, if after being notified by the IRS that you are subject to backup
withholding, you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out such item (2).
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION
OF THIS DOCUMENT OTHER THAN THE CERTIFICATES REQUIRED TO AVOID BACKUP
WITHHOLDING.
SIGNATURE ___________________________
DATE ________________________________
NAME (Please Print) _________________
ADDRESS (Please Print) ______________Part 3-
Awaiting
TIN [ ]
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO
THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
2 OF SUBSTITUTE W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either (i) I have
mailed or delivered an application to receive a taxpayer identification
number to the appropriate Internal Revenue Service Center or Social
Security Administration Office or (ii) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a
taxpayer identification number by the time of payment, 31% of all payments
made to me on account of the New Capital Securities shall be retained until
I provide a taxpayer identification number to the Exchange Agent and that,
if I do not provide my taxpayer identification number within 60 days, such
retained amounts shall be remitted to the Internal Revenue Service as
backup withholding and 31% of all reportable payments made to me thereafter
will be withheld and remitted to the Internal Revenue Service until I
provide a taxpayer identification number.
Signature: ___________________________________ Date: _____________, 1997
Name (Please Print)________________________________________________________
Address (Please Print)_____________________________________________________
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