============================================================================== 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: October 1, 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 ============================================================================== Item 5. OTHER EVENTS. On October 1, 1998, Old Kent Financial Corporation, a Michigan corporation ("Old Kent"), completed its acquisition of First Evergreen Corporation, a Delaware corporation ("First Evergreen"), pursuant to the terms of an Agreement and Plan of Merger dated as of April 21, 1998. As a result of the Merger, each outstanding share of First Evergreen's common stock, par value $25 per share, is to be converted into the right to receive 32.0312 shares of common stock of Old Kent, par value $1 per share. It is intended that the Merger will be treated as a pooling-of-interests for accounting and financial reporting purposes. A copy of a Press Release, dated October 1, 1998, issued by Old Kent relating to the merger is attached as Exhibit 99.1 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. Previously filed as Exhibit 2.1 to Old Kent's Form 8-K filed April 24, 1998. Here incorporated by reference. 99.1 OLD KENT PRESS RELEASE DATED OCTOBER 1, 1998. -2- 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: October 1, 1998 OLD KENT FINANCIAL CORPORATION (Registrant) By: /s/Albert T. Potas Albert T. Potas Senior Vice President and Controller -3- 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. Previously filed as Exhibit 2.1 to Old Kent's Form 8-K filed April 24, 1998. Here incorporated by reference. 99.1 OLD KENT PRESS RELEASE DATED APRIL 22, 1998.