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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: April 22, 1998
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)
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
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Item 5. OTHER EVENTS.
On April 21, 1998, Old Kent Financial Corporation, a Michigan
corporation ("Old Kent"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with First Evergreen Corporation, a Delaware
corporation ("First Evergreen"), pursuant to which First Evergreen will
merge with and into Old Kent (the "Merger"). As a result of the Merger,
each outstanding share of First Evergreen's common stock, par value $25 per
share ("First Evergreen Common Stock"), will be converted into the right to
receive 30.5059 shares of common stock of Old Kent, par value $1 per share
("Old Kent Common Stock"). The Merger is conditioned upon, among other
things, approval by holders of a majority of First Evergreen Common Stock
and the receipt of certain regulatory and governmental approvals. It is
intended that the Merger will be treated as a pooling-of-interests for
accounting and financial reporting purposes. The Merger Agreement is
attached as Exhibit 2.1 and its terms are incorporated herein by reference.
Concurrently with their execution and delivery of the Merger
Agreement, Old Kent and First Evergreen entered into a stock option
agreement (the "Stock Option Agreement") pursuant to which First Evergreen
granted Old Kent the right, upon the terms and subject to the conditions
set forth in the Stock Option Agreement, to purchase up to 80,012 shares
(or 19.99%) of First Evergreen Common Stock at a price of $1,067 per share,
subject to certain adjustments. The Stock Option Agreement is attached as
Exhibit 99.2 and its terms are incorporated herein by reference.
A copy of a Press Release, dated April 22, 1998, issued by Old
Kent and First Evergreen relating to the Merger is attached as Exhibit 99.3
and is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of April 21, 1998,
by and between Old Kent Financial Corporation and First
Evergreen Corporation.
2.2 Stock Option Agreement, dated as of April 21, 1998, by
and between Old Kent Financial Corporation and First
Evergreen Corporation.
99.1 Old Kent Press Release dated April 22, 1998.
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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: April 23, 1998 OLD KENT FINANCIAL CORPORATION
(Registrant)
By: /S/ ALBERT T. POTAS
Albert T. Potas
Senior Vice President
and Controller
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EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT
2.1 Agreement and Plan of Merger, dated as of April 21, 1998, by
and between Old Kent Financial Corporation and First
Evergreen Corporation.
2.2 Stock Option Agreement, dated as of April 21, 1998, by and
between Old Kent Financial Corporation and First Evergreen
Corporation.
99.1 Old Kent Press Release dated April 22, 1998.