=========================================================================== 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: November 9, 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. Old Kent Financial Corporation ("Old Kent") acquired First Evergreen Corporation ("First Evergreen"), a Delaware corporation with headquarters in Evergreen Park, Illinois, in a transaction that was effective as of October 1, 1998. In the transaction, First Evergreen merged with and into Old Kent. All outstanding shares of First Evergreen were converted into Old Kent common stock, except for insignificant cash payments for fractional shares. Old Kent will account for the acquisition as a pooling-of-interests. ASR 135, as interpreted by SAB 65, indicates that no affiliate of either combining company may reduce its risks relating to its common shareholder position during a period ending when financial results including at least 30 days of post-merger combined operations have been published. This Form 8-K is filed for the purpose of publishing combined operating results to satisfy this provision. The following is a combined, condensed unaudited statement of the results of operations of Old Kent Financial Corporation and its subsidiaries for the month ended October 31, 1998. Pre-tax income includes $28.5 million of one-time restructuring costs, credit loss provisions, and other merger-related charges. These charges result in a $19.7 million negative impact to net income. Operating results for the one month period ended October 31, 1998 are not necessarily indicative of the results that may be expected for the three-month period or the year ended December 31, 1998. The following statement does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, reference should be made to the consolidated financial statements and footnotes included in Old Kent Financial Corporation's annual report on Form 10-K for the year ended December 31, 1997, and its quarterly report on Form 10-Q for the quarter ended June 30, 1998. -2- OLD KENT FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) FOR THE MONTH ENDED (IN THOUSANDS OF DOLLARS) OCTOBER 31, 1998 ---------------- Interest Income $96,560 Interest Expense 46,618 ------- Net Interest Income 49,942 ------- Provision for Loan Losses 5,948 ------- Net Interest Income After Provision 43,995 ------- Other Income: Mortgage Banking Revenues 11,836 Investment Management & Trust Revenues 5,943 Deposit Account Revenues 4,836 Other Income 6,347 ------- Total Other Income 28,962 ------- Other Expenses: Salary and Benefits Expense 28,849 Occupancy & Equipment 6,714 Other Expenses 39,952 ------- Total Other Expenses 75,515 ------- Income before Taxes (2,558) Income Taxes (58) ------- Net income $(2,500) ======= -3- 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: November 9, 1998 OLD KENT FINANCIAL CORPORATION (Registrant) By: /S/ ALBERT T. POTAS Albert T. Potas Senior Vice President -4-