EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
FLOATING RATE SUBORDINATED CAPITAL INCOME SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
OF
OLD KENT CAPITAL TRUST I
As set forth in the Prospectus dated __________, 1997 (the
"Prospectus"), of Old Kent Capital Trust I (the "Trust") and Old Kent
Financial Corporation under the caption "The Exchange Offer--Procedures for
Tendering Old Capital Securities--Guaranteed Delivery," this form must be
used to accept the Trust's offer to exchange its Floating Rate Subordinated
Capital Income Securities (the "New Capital Securities") for a like
Liquidation Amount of its outstanding Floating Rate Subordinated Capital
Income Securities (the "Old Capital Securities"), by Holders who wish to
tender their Old Capital Securities and (i) whose Old Capital Securities
are not immediately available or (ii) cannot deliver their Old Capital
Securities, the Letter of Transmittal or an Agent's Message (as defined in
the Prospectus) and any other documents required by the Letter of
Transmittal to the Exchange Agent prior to the Expiration Date. This form
must be delivered by mail or hand delivery or transmitted, via facsimile,
to the Exchange Agent at its address set forth below not later than the
Expiration Date. All capitalized terms used herein but not defined herein
shall have the meanings ascribed to them in the Prospectus.
THE EXCHANGE AGENT IS:
BANKERS TRUST COMPANY
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 Floor 648 Grassmere Park Road
New York, NY 10006 Nashville, TN 37211
FOR INFORMATION CALL.
(800) 735-7777
Confirm: (615) 835-3572
Facsimile: (615) 835-3701
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders for exchange to the Trust upon the
terms and subject to the conditions set forth in the Prospectus and the
Letter of Transmittal, receipt of which is hereby acknowledged, the
aggregate Liquidation Amount of Old Capital Securities set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Procedures for Tendering Old Capital
Securities--Guaranteed Delivery."
The undersigned understands and acknowledges that the Exchange Offer
will expire at 5:00 p.m., New York City time, on _____________, 1997,
unless extended by the Trust. 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.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of
the undersigned, and every obligation of the undersigned under this Notice
of Guaranteed Delivery shall be binding upon the undersigned's heirs,
personal representatives, successors and assigns.
SIGNATURE
X ________________________________________ Date: ______________________
X ________________________________________ Date: ______________________
Signature(s) of Registered Holder(s)
of Authorized Signatory
Area Code and Telephone Number: ___________________________________________
Name(s) ___________________________________________________________________
(Please Print)
Capacity (full title, if signing in a fiduciary or representative
capacity):
___________________________________________________________________________
Address: __________________________________________________________________
(Including Zip Code)
Taxpayer Identification or
Social Security No.:_______________________________________________________
Aggregate Liquidation Amount of
Old Capital Securities Tendered
(must be in integral
multiples of $1,000): $________________________________
Certificate Number(s) of Old Capital Securities (if available):
Aggregate Liquidation Amount
Represented by Certificate(s): $________________________________
IF TENDERED OLD CAPITAL SECURITIES WILL BE DELIVERED BY BOOK-ENTRY
TRANSFER, PROVIDE THE DEPOSITORY TRUST COMPANY ("DTC") ACCOUNT NO. AND
TRANSACTION CODE NUMBER (IF AVAILABLE):
Account No.________________________________________________________________
Transaction No.____________________________________________________________
GUARANTY OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or entity identified as an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended, guarantees deposit with the
Exchange Agent of a properly completed and executed Letter of Transmittal
(or facsimile thereof), or an Agent's Message, as well as the
certificate(s) representing all tendered Old Capital Securities in proper
form for transfer, or confirmation of the book-entry transfer of such Old
Capital Securities into the Exchange Agent's account at the Book-Entry
Transfer Facility described in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering Old Capital Securities--Book-Entry
Transfer" and other documents required by the Letter of Transmittal, all by
5:00 p.m., New York City time, on the third New York Stock Exchange trading
day following the Expiration Date.
Name of Eligible Institution:______________________________________________
AUTHORIZED SIGNATURE
Address:______________________________ Name:______________________________
______________________________________ Title:_____________________________
Area Code and Telephone No.:__________ Date:______________________________
NOTE: DO NOT SEND OLD CAPITAL SECURITIES WITH THIS NOTICE. ACTUAL
SURRENDER OF OLD CAPITAL SECURITIES MUST BE PURSUANT TO, AND BE ACCOMPANIED
BY, A PROPERLY EXECUTED LETTER OF TRANSMITTAL.