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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-14591
OLD KENT FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Michigan 38-1986608
(State of Incorporation) (I.R.S. Employer Identification No.)
111 Lyon Street N.W. 49503
Grand Rapids, Michigan (Zip Code)
(Address of Principal Executive
Offices)
Registrant's Telephone Number, Including Area Code: (616) 771-5000
Securities registered pursuant to Section 12(b) of the Securities Exchange
Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Common Stock, $1 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant based on the closing price on the New York Stock
Exchange on February 18, 2000: $3,013,673,801.
Number of shares outstanding of the registrant's Common Stock, $1.00 par
value, as of February 18, 2000: 121,912,301.
Documents Incorporated By Reference
Portions of the registrant's annual report to shareholders for the year
ended December 31, 1999, are incorporated by reference in Part I and Part II.
Portions of the registrant's proxy statement for its April 17, 2000, annual
meeting of shareholders are incorporated by reference in Part II and Part III.
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PART I
Forward-Looking Statements
This Form 10-K Annual Report and the documents incorporated in this report
by reference contain forward-looking statements that are based on management's
beliefs, assumptions, current expectations, estimates, and projections about
the financial services industry, the economy, and about Old Kent Financial
Corporation ("Old Kent") itself. Words such as "anticipates," "believes,"
"estimates," "expects," "forecasts," "intends," "is likely," "plans,"
"projects," "will," variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict with regard to timing, extent,
likelihood, and degree of occurrence. Therefore, actual results and outcomes
may materially differ from what may be expressed, implied, or forecasted in
such forward-looking statements. Future factors that could cause a difference
between an ultimate actual outcome and a preceding forward-looking statement
include changes in interest rates and interest rate relationships; demand for
products and services; the degree of competition by traditional and non-
traditional competitors; changes in financial services and banking laws and
regulations; changes in tax laws and regulations; changes in prices, levies,
and assessments; the impact of technological advances; governmental and
regulatory policy changes; the outcomes of pending and future litigation and
contingencies; trends in customer behaviors and their ability to repay loans;
the vicissitudes of the national economy; the possibility that expected cost
savings from mergers might not be fully realized within the expected time
frame; and similar uncertainties. Old Kent undertakes no obligation to update,
amend or clarify forward-looking statements, whether as a result of new
information, future events, or otherwise.
Item 1. Business.
Old Kent is a financial services organization which operates as a bank
holding company headquartered in Grand Rapids, Michigan. Its principal banking
subsidiary, Old Kent Bank, serves communities in Michigan and Illinois with
over 250 banking offices. In addition, Old Kent has two banking offices in
northern Indiana. Old Kent Bank engages in commercial and retail banking and
provides trust and other financial services. Old Kent mortgage companies
operate 147 offices located in 32 states.
The services offered by Old Kent's subsidiaries cover a wide range of
banking, fiduciary and other financial services. These include commercial,
mortgage, and retail loans, business and personal checking accounts, savings
and retirement accounts, time deposit instruments, ATMs, debit cards and other
electronically accessed banking services, money transfer services, safe
deposit facilities, cash management, real estate and lease financing,
international banking services, investment management and trust services,
personal investment and related advisory services, brokerage and investment
advisory services, and access to insurance products.
During 1999, Old Kent's operations were strategically aligned in six lines
of business: Corporate Banking, Retail Banking, Community Banking, Investment
and Insurance Services, Mortgage Banking and Treasury.
Corporate Banking is comprised of credit, cash management, and
international services for corporate customers.
Retail Banking is comprised of retail deposits, retail delivery, consumer
lending, leasing and small business banking.
Community Banking is comprised of loans, deposits and other services for
all customers and small businesses in smaller communities.
Investment and Insurance Services is comprised of asset management,
employee benefit programs, mutual funds, trust services, private banking,
brokerage services and insurance to consumers, business owners, and
corporations.
2
Mortgage Banking is comprised of origination and acquisition, sale and
servicing of residential mortgages on a nationwide basis.
Treasury is comprised of investment portfolio, funds management, and
interest rate risk management.
The principal sources of revenues for Old Kent are interest and fees on
loans, principally originated by Corporate Banking, Retail Banking, Community
Banking, and Mortgage Banking lines of business. Interest and fees on loans
accounted for 54% of total revenues in 1999, 54% in 1998 and 58% in 1997. With
the exception of the Mortgage Banking line of business, approximately 71% of
deposits and 86% of total loans at December 31, 1999, were associated with
these business lines serving the lower peninsula of the State of Michigan.
Interest on securities, attributable to the Treasury line of business, is
also a significant source of revenue accounting for 14% of total revenues in
1999, 17% in 1998 and 18% in 1997.
Investment and Insurance Services generates revenues primarily from fees and
commissions on various investment products and trust services within
investment management and trust, brokerage and insurance activities. These
accounted for 6.0%, 5.5% and 4.4% of total revenues in 1999, 1998 and 1997
respectively. This business line primarily services customers in the lower
peninsula of the State of Michigan.
Further information about Old Kent's business segments is set forth in Note
17 to the Financial Statements included in Old Kent's Annual Report to
Shareholders for the year ended December 31, 1999, and is incorporated here by
reference.
Old Kent has had no foreign loans or hedge fund investments at any time
during the last five years. The foreign activities of Old Kent primarily
involve time deposits with banks, and placements and exchange transactions for
domestic customers of the banks. These activities were not material to Old
Kent's financial condition or results of operations.
As of December 31, 1999, Old Kent conducted the business of banking through
the following bank subsidiaries:
Bank Main Office Assets Deposits Loans
---- ----------- ------ -------- -----
(In Millions)
Old Kent Bank Grand Rapids, MI $17,795 $13,819 $12,000
Old Kent Bank, National
Association Jonesville, MI 131 92 111
Old Kent also conducted business activities closely related to the business
of banking through the following direct and indirect nonbank subsidiaries as
of December 31, 1999:
States Where
Subsidiary Business Activity Offices Are Located
---------- ----------------- --------------------
Lyon Street Asset Investment advisor Michigan
Management Company
Old Kent Financial Life Credit life and disability Michigan
Insurance Company insurance
Old Kent Insurance Group, Insurance agency Michigan
Inc.
Old Kent Investment Investments Nevada
Corporation
Old Kent Leasing Services Leasing Illinois, Michigan
Corporation
Old Kent Mortgage Company Mortgage company Offices in 32 states
Old Kent Mortgage Services, Mortgage servicing Michigan
Inc.
Old Kent Securities Full service brokerage Michigan, Illinois
Corporation services
3
Recent Developments
Effective July 9, 1999, Old Kent acquired CFSB Bancorp, Inc., a Delaware
corporation ("CFSB"). Approximately 5.5 million shares of Old Kent common
stock were issued in the merger. The acquisition was effected by a merger of a
wholly owned subsidiary of Old Kent merging with and into CFSB. CFSB was then
liquidated and dissolved and its banking subsidiary merged into Old Kent Bank.
The transaction was accounted for as a pooling of interests for financial
reporting and accounting purposes. As of June 30, 1999, CFSB had (on a
consolidated basis) assets totaling approximately $878 million and deposits of
approximately $567 million. The principal market for the financial services
offered by CFSB was the greater Lansing, Michigan area through 16 offices in
Ingham, Clinton, Eaton, and Ionia counties.
Effective September 3, 1999, Old Kent acquired Pinnacle Banc Group, Inc., an
Illinois corporation ("Pinnacle"). Approximately 5.6 million shares of Old
Kent common stock were issued in the merger. The acquisition was effected by a
merger of a wholly owned subsidiary of Old Kent merging with and into
Pinnacle. Pinnacle was then liquidated and dissolved and its banking
subsidiaries merged into Old Kent Bank. The transaction was accounted for as a
pooling of interests for financial reporting and accounting purposes. As of
August 31, 1999, Pinnacle had (on a consolidated basis) assets totaling
approximately $1.0 billion and deposits of approximately $861 million. The
principal market for the financial services offered by Pinnacle was
metropolitan Chicago, Illinois.
On September 9, 1999, Old Kent entered into an Agreement and Plan of Merger
pursuant to which Grand Premier Financial, Inc. ("Grand Premier") will merge
with and into a wholly owned subsidiary of Old Kent. As a result of the
merger, each outstanding share of Grand Premier's common stock will be
converted into the right to receive 0.4231 shares of Old Kent common stock and
each share of Grand Premier preferred stock will be converted into the right
to receive one share of Old Kent preferred stock with substantially identical
terms. The merger is conditioned upon, among other things, approval by holders
of a majority of Grand Premier common stock and the receipt of certain
regulatory and governmental approvals. It is anticipated that the merger will
be treated as a pooling of interests for accounting and financial reporting
purposes. As of December 31, 1999, Grand Premier had (on a consolidated basis)
assets totaling approximately $1.7 billion and deposits of approximately $1.4
billion. Grand Premier provides banking services in northern Illinois.
Effective February 11, 2000, Old Kent acquired Merchants Bancorp, Inc., a
Delaware corporation ("Merchants"). Approximately 4.5 million shares of Old
Kent common stock were issued in the merger. The acquisition was effected by a
merger of a wholly owned subsidiary of Old Kent merging with and into
Merchants. Merchants was then liquidated and dissolved and its banking
subsidiary merged into Old Kent Bank. The transaction was accounted for as a
pooling of interests for financial reporting and accounting purposes. As of
December 31, 1999, Merchants had (on a consolidated basis) assets totaling
approximately $979 million and deposits of approximately $721 million. The
principal markets for the financial services offered by Merchants was Aurora,
Illinois, and the Fox River Valley area west of Chicago, Illinois.
Competition
The financial services and banking industries are highly competitive. In
addition to competition from other commercial banks, banks face significant
competition from nonbank financial institutions. Savings associations compete
aggressively with commercial banks for deposits and loans. Credit unions and
finance companies are significant factors in the consumer loan market.
Insurance companies, investment firms, and retailers are significant
competitors for some types of business. Banks compete for deposits with a
broad spectrum of other types of investments such as mutual funds, debt
securities of corporations, and debt securities of the federal government,
state governments and their respective agencies. The principal methods of
competition for financial services are price (interest rates paid on deposits,
interest rates charged on borrowings, and fees charged for services) and
service (convenience and quality of services rendered to customers).
4
Supervision and Regulation
Banks and bank holding companies are extensively regulated. Old Kent Bank is
chartered under Michigan law and is a member of the Federal Reserve System. It
is supervised, examined, and regulated by the Federal Reserve System, the
Federal Deposit Insurance Corporation ("FDIC") and the Financial Institutions
Bureau of the State of Michigan. Old Kent Bank, N.A. is chartered under
federal law and supervised, examined, and regulated by the Office of the
Comptroller of the Currency ("OCC"). Deposits of all of the banks are insured
by the FDIC to the extent provided by law.
Federal and state laws that govern banks significantly limit their business
activities in a number of respects. Prior approval of the Board of Governors
of the Federal Reserve System ("Federal Reserve Board"), and in some cases
various other governing agencies, is required for Old Kent to acquire control
of any additional banks. The business activities of Old Kent and its
subsidiaries are limited to banking and other activities closely related to
banking.
Old Kent is a legal entity separate and distinct from its subsidiary banks
and its other subsidiaries. Transactions between Old Kent's subsidiary banks
are significantly restricted. There are legal limitations on the extent to
which Old Kent's subsidiary banks can lend or otherwise supply funds to Old
Kent or certain of its affiliates. In addition, payment of dividends to Old
Kent by subsidiary banks is subject to various state and federal regulatory
limitations.
Federal law contains a "cross-guarantee" provision that could result in
insured depository institutions owned by Old Kent being assessed for losses
incurred by the FDIC in connection with assistance provided to, or the failure
of, any other insured depository institution owned by Old Kent. Under Federal
Reserve Board policy, Old Kent is expected to act as a source of financial
strength to each subsidiary bank and to commit resources to support each
subsidiary bank. Under federal law, the FDIC also has authority to impose
special assessments on insured depository institutions to repay FDIC
borrowings from the United States Treasury or other sources and to establish
semiannual assessment rates on Bank Insurance Fund ("BIF") and Savings
Association Insurance Fund ("SAIF") deposits to maintain the BIF and SAIF at
the designated reserve ratio required by law.
Banks are subject to a number of federal and state laws and regulations that
have a material impact on their business. These include, among others, state
usury laws, state laws relating to fiduciaries, the Truth In Lending Act, the
Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Expedited
Funds Availability Act, the Community Reinvestment Act, electronic funds
transfer laws, redlining laws, antitrust laws, environmental laws, and privacy
laws. The instruments of monetary policy of authorities such as the Federal
Reserve Board may influence the growth and distribution of bank loans,
investments, and deposits, and may also affect interest rates on loans,
investment securities, and deposits. These policies may have a significant
effect on the operating results of banks.
Old Kent's subsidiaries hold title, on a temporary or permanent basis, to a
number of parcels of real property. These include property owned for branch
offices and other business purposes as well as properties taken in or in lieu
of foreclosure to satisfy loans in default. Under current state and federal
laws, present and past owners of real property are potentially exposed to
liability for the cost of clean up or containment of contamination on or
originating from those properties. These liabilities can be material and can
exceed the value of the contaminated property.
Bank holding companies are allowed to acquire banks located in any state in
the United States without regard to geographic restrictions or reciprocity
requirements imposed by state law, and banks are allowed to establish
interstate branch networks through acquisitions of other banks. The
establishment of de novo interstate branches or the acquisition of individual
branches of a bank in another state (rather than the acquisition of an out-of-
state bank in its entirety) is allowed only if specifically authorized by
state law.
Michigan permits both U.S. and non-U.S. banks to establish branch offices in
Michigan. The Michigan Banking Code permits, in appropriate circumstances and
with the approval of the Commissioner, (1) acquisition
5
of Michigan banks by FDIC-insured banks, savings banks or savings and loan
associations located in other states, (2) sale by a Michigan bank of branches
to an FDIC-insured bank, savings bank or savings and loan association located
in a state in which a Michigan bank could purchase branches of the purchasing
entity, (3) consolidation of Michigan banks and FDIC-insured banks, savings
banks or savings and loan associations located in other states having laws
permitting such consolidation, (4) establishment of branches in Michigan by
FDIC-insured banks located in other states, the District of Columbia or U.S.
territories or protectorates having laws permitting a Michigan bank to
establish a branch in such jurisdiction, and (5) establishment by foreign
banks of branches located in Michigan.
New Regulatory Developments
Gramm-Leach-Bliley Act of 1999
The Gramm-Leach-Bliley Act of 1999 that has been passed by Congress and was
signed into law by the President on November 12, 1999 represents sweeping
reform of federal regulation of financial services. This act largely removes
the restrictions that previously prevented affiliations among banks,
securities firms, and insurance companies and provides for a system of
functional regulation of the financial services industry. Among other
provisions, this act:
. Repeals the restrictions on banks affiliating with securities firms
contained in the depression-era Glass-Steagall Act.
. Permits a qualifying bank holding company to become a "financial holding
company." A financial holding company may engage in a statutory list of
financial activities, including insurance underwriting and agency
activities, security underwriting and brokerage activities, merchant
banking, and insurance company portfolio investment activities. Other
activities that are "complementary" to financial activities, a category
to be defined by regulation, are also authorized for financial holding
companies.
. Provides a system of functional regulation under which, with certain
exceptions, activities of banks and bank affiliates as securities
brokers and investment advisors are subject to regulation and
supervision by the Securities and Exchange Commission, eliminating an
exemption banks previously enjoyed.
. Reaffirms the traditional authority of states to regulate insurance
companies and insurance agencies, but prohibits discrimination against
bank affiliates that conduct those activities.
. Provides for disclosure of privacy policies to consumers and provides
protections to consumers against the transfer and use of certain
nonpublic personal information by financial institutions.
. Requires that agreements between banks and non-governmental entities in
connection with the Community Reinvestment Act be disclosed to the
public, and that community groups that receive funds from banks in
excess of defined thresholds disclose how those funds are used.
Although this new Act repeals certain pre-existing statutory barriers to
cross-industry affiliations and provides a structural framework for achieving
the Act's purposes, many details of implementing the changes authorized by the
Act will be the subject of regulations to be adopted in the future by the
Federal Reserve Board, the Securities and Exchange Commission, and other
relevant federal agencies.
To recharacterize itself as a financial holding company and to avail itself
of the broader powers permitted for financial holding companies, a bank
holding company must meet certain regulatory standards for being "well
capitalized", "well-managed", and "satisfactory" in its Community Reinvestment
Act compliance. Old Kent is eligible to become a financial holding company. As
of the date of filing this report, Old Kent's board of directors has
authorized an election to become a financial holding company and authorized
Old Kent's officers to determine if and when such an election will be made.
6
Old Kent believes that the most significant effect of this new legislation
on Old Kent will be to enable it to engage in a broader range of business
activities and offer a broader range of financial products than was previously
permitted. Old Kent intends to explore opportunities for these new activities
and product offerings and opportunities for acquisitions of companies engaged
in the newly authorized activities. However, Old Kent has no specific plans or
proposals to engage in or acquire companies engaged in the newly authorized
activities as of the date of filing this report.
This new legislation is expected, in time, to alter the competitive
landscape of the product markets presently served by Old Kent. Companies that
are presently engaged primarily in insurance activities or securities
activities will be permitted to acquire banks and bank holding companies such
as Old Kent. Old Kent may, in the future, face increased competition from a
broader range of larger, more diversified financial companies.
Pooling of Interests Accounting
The Financial Accounting Standards Board ("FASB") has published a proposal
that would, if adopted, eliminate the availability of pooling of interests
accounting treatment for most, if not all, mergers and acquisitions. Mergers
and acquisitions that were previously accounted for as poolings of interest
would, in the future, be accounted for as purchases. Under purchase
accounting, an amount equal to the difference between the value of the
consideration paid and the value of the net assets acquired is characterized
as "goodwill," recorded as an asset of the acquiring company, and amortized as
a charge against earnings over a period of years. If adopted as presently
proposed, this change in accounting standards would be effective for
acquisitions agreed to and announced after the end of 2000 or earlier in
certain circumstances. Old Kent's most significant acquisitions in recent
years have been structured and accounted for as poolings of interest.
Implementation of this proposal is not expected to affect the accounting for
past or pending acquisitions, but it could affect the real or perceived
financial value of acquisitions initiated after the end of 2000.
Investment Activities
As detailed in the "Investment Portfolio" tables, Old Kent derives a
significant amount of income from its investment security portfolio, which is
composed of five general categories of securities: (1) U.S. Treasury and
federal agency securities; (2) collateralized mortgage obligations ("CMOs");
(3) mortgage-backed pass-through securities ("MBSs"); (4) municipal bonds; and
(5) other securities.
U.S. Treasury and federal agency securities are securities backed by the
full faith and credit of the federal government. Most of these securities pay
a fixed rate of interest. Some federal agency securities pay a floating rate
of interest determined periodically according to a predefined index. Principal
is returned at par at a fixed maturity date for most of these securities and
reported yields remain relatively constant. Some federal agency securities are
"callable" and may be prepaid prior to the stated maturity date by the issuer
according to the terms of the obligation. These prepayments could affect the
reported yields if the recognition of purchase premium or discount must be
accelerated to match the timing of the prepaid principal.
CMOs are securities that are collateralized by either whole loan mortgages
or mortgage pass-through securities. CMOs are issued by federal agencies as
well as private entities. The return on these investments is realized through
regular receipt of interest on the outstanding principal amount at a
predetermined rate, combined with any accretion of discount or amortization of
premium. Principal is returned according to a predetermined payout sequence
for the various pieces, or "tranches," of the CMO according to the terms of
the obligation, as regular payments and prepayments are made on the underlying
mortgages. The timing and regularity of these principal receipts may vary over
the term of the security. The variability of these principal payments may
affect reported yields as the recognition of purchase premium or discount must
be adjusted to match the timing of the prepaid principal.
7
MBSs represent an undivided interest in an underlying pool of whole loans.
Old Kent currently only holds MBSs that are guaranteed by one of the federal
agencies. Regular monthly principal and interest payments on the underlying
mortgages are "passed through" to the security holders. Principal payments may
vary as some mortgages are prepaid due to refinancing, payoff, or additional
payment towards the balances of loans that make up the pool. The variability
of these principal payments may affect reported yields as the recognition of
purchase premium or discount must be adjusted to match the timing of the
prepaid principal.
Municipal bonds represent obligations of state and political subdivisions or
their created "authorities." Municipal bonds are issued in various forms. They
may have fixed or floating rates, a fixed maturity or a "callable" prepayment
provision, and interest paid regularly or at maturity. Interest is generally
exempt from federal income tax. The reported yield may be affected by the
prepayment of principal on a callable security.
Other securities represent Federal Reserve Bank stock, Federal Home Loan
Bank stock, and Federal National Mortgage Association stock. Old Kent receives
regular dividend payments from each of these issuers.
As of December 31, 1999, Old Kent had not identified any securities as being
"high risk" as defined by the FFIEC Supervisory Policy Statement on Securities
Activities.
Employees
In the aggregate, Old Kent and its subsidiaries had 8,018 employees (on a
full time equivalent basis) at December 31, 1999. Old Kent and its
subsidiaries are equal opportunity employers whose affirmative action programs
comply with applicable federal laws and executive orders.
Statistical Information
The statistical information on the following pages further describes certain
aspects of the business of Old Kent. Additional statistical information
describing the business of Old Kent appears in the following sections of
Management's Discussion and Analysis of Financial Condition and Results of
Operations incorporated by reference in Item 7 ("MD&A"), the Selected
Financial Data incorporated by reference in Item 6 ("Selected Financial
Data"), and the financial statements and notes incorporated by reference in
Item 8 ("Financial Statements"):
Annual Report
Pages
-------------
MD&A
Average Consolidated Balance Sheets S-11
Net Interest Income S-9--S-10
Loan Portfolio S-12--S-14
Nonperforming Assets S-16--S-17
Provision for Credit Losses S-14--S-17
Selected Financial Data
Dividend payout ratio S-3
Return on average equity S-3
Return on average assets S-3
Average equity to average assets S-3
Financial Statements
Note 6. Loans and Nonperforming Assets S-46--S-47
Note 17. Reportable Operating Segments S-57--S-58
8
Investment Portfolio
The following table summarizes Old Kent's securities classified as
available-for-sale at December 31, 1999, 1998, and 1997. Securities available-
for-sale are carried on the balance sheet at their estimated fair market
values, with corresponding valuation adjustments included as a component of
shareholders' equity.
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
(In Thousands)
December 31, 1999
U.S. Treasury and federal agency
securities $ 609,003 $ 59 $19,494 $ 589,568
Collateralized mortgage
obligations:
U.S. Government issued 1,048,542 -- 32,497 1,016,045
Privately issued 394,974 40 8,521 386,493
Mortgage-backed pass-through
securities 444,309 221 26,023 418,507
State and political subdivisions 8,295 1,426 11 9,710
Other securities 196,409 294 2,858 193,845
---------- ------- ------- ----------
Total $2,701,532 $ 2,040 $89,404 $2,614,168
========== ======= ======= ==========
December 31, 1998
U.S. Treasury and federal agency
securities $1,168,946 $28,964 $ 51 $1,197,859
Collateralized mortgage
obligations:
U.S. Government issued 1,267,819 8,661 1,817 1,274,663
Privately issued 366,307 2,057 902 367,462
Mortgage-backed pass-through
securities 198,890 1,499 671 199,718
State and political subdivisions 16,851 2,591 1 19,441
Other securities 266,537 11,399 1,577 276,359
---------- ------- ------- ----------
Total $3,285,350 $55,171 $ 5,019 $3,335,502
========== ======= ======= ==========
December 31, 1997
U.S. Treasury and federal agency
securities $1,045,676 $ 2,475 $ 2,653 $1,045,498
Collateralized mortgage
obligations:
U.S. Government issued 1,052,948 6,342 2,503 1,056,787
Privately issued 237,363 1,066 2,688 235,741
Mortgage-backed pass-through
securities 137,266 280 135 137,411
Other securities 178,888 25,533 190 204,231
---------- ------- ------- ----------
Total $2,652,141 $35,696 $ 8,169 $2,679,668
========== ======= ======= ==========
9
Investment Portfolio -- Continued
The following table summarizes Old Kent's securities classified as held-to-
maturity at December 31, 1999, 1998, and 1997. Securities held-to-maturity are
carried on the balance sheet at their amortized cost.
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
(In Thousands)
December 31, 1999
U.S. Treasury and federal agency
securities $ 30,507 $ 9 $ 534 $ 29,982
Collateralized mortgage
obligations:
U.S. Government issued 25,973 -- 503 25,470
Privately issued 5,266 -- 55 5,211
Mortgage-backed pass-through
securities 61,096 947 791 61,252
State and political subdivision
securities 482,253 5,660 23,630 464,283
Other securities 4,148 2 -- 4,150
---------- ------- ------- ----------
Total $ 609,243 $ 6,618 $25,513 $ 590,348
========== ======= ======= ==========
December 31, 1998
U.S. Treasury and federal agency
securities $ 182,364 $ 2,406 $ 33 $ 184,737
Collateralized mortgage
obligations:
U.S. Government issued 65,647 77 240 65,484
Privately issued 26,210 -- 106 26,104
Mortgage-backed pass-through
securities 88,512 1,974 93 90,393
State and political subdivision
securities 440,077 16,347 467 455,957
Other securities 935 -- -- 935
---------- ------- ------- ----------
Total $ 803,745 $20,804 $ 939 $ 823,610
========== ======= ======= ==========
December 31, 1997
U.S. Treasury and federal agency
securities $ 466,989 $ 8,217 $ 187 $ 475,019
Collateralized mortgage
obligations:
U.S. Government issued 634,597 1,636 4,738 631,495
Privately issued 126,492 428 992 125,928
Mortgage-backed pass-through
securities 191,113 1,958 1,634 191,437
State and political subdivision
securities 323,551 13,619 1,482 335,688
Other securities 7,265 -- -- 7,265
---------- ------- ------- ----------
Total $1,750,007 $25,858 $ 9,033 $1,766,832
========== ======= ======= ==========
10
Investment Portfolio -- Continued
The following table shows, by class of maturities as of December 31, 1999,
the amounts and weighted average yields of securities available-for-sale and
securities held-to-maturity on the basis of amortized cost:
Maturing
---------------------------------------------------------------------------
After One but After Five but
Within One Year Within Five Years Within Ten Years After Ten Years
----------------- ------------------- ------------------ -----------------
Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ ----- ------ -----
(Dollars in Thousands)
U.S. Treasury and other
U.S. government
agencies
and corporations $ 78,542 5.46% $ 390,445 5.45% $ 156,682 6.72% $ 13,841 6.73%
States and other
political subdivisions 38,833 5.72 121,871 5.46 131,231 5.03 198,613 4.75
Other Securities -- -- 51,402 5.66 11,687 6.44 137,468 7.46
--------- ----- ---------- ------ ---------- ------ --------- -----
Total $ 117,375 5.56% $ 563,718 5.47% $ 299,600 5.96% $ 349,922 5.62%
========= ===== ========== ====== ========== ====== ========= =====
- ----------------
(1) The effective yields are weighted for the scheduled maturity of each
security.
(2) Collateralized mortgage obligations and mortgage-backed securities of
$1,980,160, having a weighted average yield of 6.28% at December 31,
1999, are not included in the table shown above.
(3) Weighted average interest rates have been computed on a fully taxable
equivalent basis. The rates shown on securities issued by states and
political subdivisions have been restated, assuming a 35% tax rate. The
amount of the adjustment, due to restating the rates, is as follows:
Tax- Rate of Taxable
Exempt Equivalents
Rate Adjustment Basis
------ ---------- ---------------
Under 1 Year 5.72% 3.08% 8.80%
1 to 5 Years 5.46 2.94 8.40
5 to 10 Years 5.03 2.71 7.74
Over 10 Years 4.75 2.56 7.31
---- ---- ----
Total 5.08% 2.74% 7.82%
==== ==== ====
(4) The aggregate book value of securities of no single issuer except the
U.S. Government exceeds 10% of Old Kent's consolidated shareholders'
equity.
11
Investment Portfolio -- Continued
The table below identifies the critical characteristics of Old Kent's three
classes of mortgage-backed related securities for December 31, 1999, 1998, and
1997.
Weighted Estimated
Amortized Average Average
Cost Yield Life*
---------- -------- ---------
(In Thousands)
December 31, 1999
Collateralized mortgage obligations:
U.S. Government issued $1,074,515 6.17% 3.7
Privately issued 400,240 6.43 3.6
Mortgage-backed pass-through securities 505,405 6.40 7.3
---------- ---- ---
Total $1,980,160 6.28% 4.6
========== ==== ===
December 31, 1998
Collateralized mortgage obligations:
U.S. Government issued $1,333,466 6.24% 3.5
Privately issued 392,517 6.32 4.1
Mortgage-backed pass-through securities 287,402 6.67 4.7
---------- ---- ---
Total $2,013,385 6.31% 3.8
========== ==== ===
December 31, 1997
Collateralized mortgage obligations:
U.S. Government issued $1,687,545 6.57% 3.3
Privately issued 363,855 6.55 3.3
Mortgage-backed pass-through securities 328,379 6.17 4.2
---------- ---- ---
Total mortgage-backed related securities $2,379,779 6.51% 3.4
========== ==== ===
- --------
* Estimated average life is the amortization period, in years, used by Old
Kent in the preparation of its financial statement.
Loan Portfolio
The following table shows the maturity of loans (excluding residential
mortgages of 1-4 family residences, consumer loans, credit card loans, and
lease financing) outstanding at December 31, 1999. Also provided are the
amounts due after one year classified according to their sensitivity to
changes in interest rates.
Due in One Due in One Due After
Year or Less to Five Years Five Years
------------ ------------- ----------
(In Thousands of Dollars)
Commercial, financial and agricultural $1,758,896 $1,190,478 $220,126
Real estate-commercial(1) 451,617 1,577,913 368,133
Real estate-construction 401,236 433,707 256,921
---------- ---------- --------
Total $2,611,749 $3,202,098 $845,180
========== ========== ========
Loans due after one year:
With fixed rates $2,213,134 $657,944
With floating rates 988,964 187,236
---------- --------
Total $3,202,098 $845,180
========== ========
- --------
(1) Includes real estate commercial loans secured by 1-4 family residences.
Old Kent had no significant foreign outstandings at the end of any of the
last three years.
12
Deposits
The daily average amounts of deposits and rates paid on such deposits for the
periods indicated are:
Years Ended December 31,
----------------------------------------------------
1999 1998 1997
---------------- ---------------- ----------------
Amount Rate Amount Rate Amount Rate
------ ---- ------ ---- ------ ----
(Dollars in Thousands)
In Domestic Offices:
Non-interest-bearing
demand deposits $ 2,071,822 $ 2,031,358 $ 1,806,165
Savings deposits 5,227,457 2.80% 4,632,882 2.79% 4,322,004 2.70%
Time deposits 6,563,353 4.93 6,920,160 5.36 7,217,495 5.55
In Foreign Office:
Time deposits 75,232 5.11 37,384 5.37 38,792 5.45
----------- ----------- -----------
Total $13,937,864 $13,621,784 $13,384,456
=========== =========== ===========
The time remaining until maturity of time deposits of $100,000 or more issued
by domestic offices (all of which are time certificates of deposit) at December
31, 1999, is as follows:
Time Certificates
of Deposit
----------------------
(Dollars in Thousands)
3 months or less $1,149,475
Over 3 through 6 months 554,084
Over 6 through 12 months 267,948
Over 12 months 153,665
----------
Total $2,125,172
==========
Time deposits in the foreign office are all in amounts of $100,000 or more.
13
Other Borrowed Funds
Other borrowed funds consist of federal funds purchased, securities sold
under agreements to repurchase, bank notes, treasury tax, loan and demand
notes. The following amounts and rates applied during the last three years:
Federal Funds Purchased and
Securities Sold Under
Agreements to Repurchase: Bank Notes
-------------------------------- ------------------------------
1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ----
(Dollars in Thousands) (Dollars in Thousands)
Amounts outstanding at
year-end $ 935,103 $1,258,968 $846,500 $500,000 $ 250,000 $960,500
Average amount
outstanding during year $ 973,603 $1,002,060 $739,981 $409,997 $ 722,819 $590,886
Maximum amount
outstanding any month-
end $1,374,288 $1,291,467 $923,525 $500,000 $1,010,500 $960,500
Weighted average
interest rate at year-
end(1) 4.72% 4.98% 5.80% 5.78% 4.59% 5.88%
Weighted average
interest rate during
year(1) 4.37% 4.82% 4.84% 5.26% 5.70% 6.04%
Federal Home Loan Aggregate Other
Bank Advances Borrowed Funds
---------------------------- ----------------------------------
1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ----
(Dollars in Thousands) (Dollars in Thousands)
Amounts outstanding at
year-end $927,170 $736,835 $312,693 $2,550,877 $2,404,971 $2,361,313
Average amount
outstanding during year $831,232 $387,083 $306,826 $2,387,153 $2,317,576 $1,843,132
Maximum amount
outstanding any month-
end $943,594 $736,835 $323,461 $2,618,819 $2,685,063 $2,361,313
Weighted average
interest rate at year-
end(1) 5.96% 5.30% 6.06% 5.06% 4.90% 5.30%
Weighted average
interest rate during
year(1) 5.61% 5.74% 5.97% 4.93% 5.36% 5.61%
- --------
(1) The weighted average interest rates are derived by dividing the interest
expense for the period by the daily average balance during the period.
Item 2. Properties.
The executive offices of Old Kent and the main office of Old Kent Bank are
located in an office complex in downtown Grand Rapids, Michigan. This complex
consists of two interconnected buildings, including a 10-story office
building. Approximately 70% of the 305,633 square feet of space in the complex
is occupied by Old Kent and Old Kent Bank. The balance is leased to others for
terms of varying lengths.
Old Kent's operations center is housed in two buildings located near Grand
Rapids. The two buildings, which have a total of 310,000 square feet, are
owned by Old Kent Bank.
Old Kent's subsidiary banks conducted business from a total of 254 full
service banking offices as of December 31, 1999. Of the full service banking
offices, 194 are owned by the banks or their subsidiaries, and 60 are leased
from various independent parties for various lease terms.
14
Item 3. Legal Proceedings.
Old Kent's subsidiaries are parties, as plaintiff or defendant, to a number
of legal proceedings. All of these proceedings are considered to be ordinary
routine litigation incidental to their business, and none is considered to be
a material pending legal proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Supplemental Item. Executive Officers of the Registrant.
Old Kent's executive officers are appointed annually by, and serve at the
pleasure of, the Old Kent board of directors. Biographical information
concerning executive officers as of March 1, 2000, who are not directors or
nominated for election to the board of directors is presented below:
Mary Ellen Baker (age 41) has been Executive Vice President (Corporate
Operations and Technology) of Old Kent since December 1999. Prior to that, she
was a Senior Vice President of Comerica Bank. Ms. Baker is also a member of
Old Kent's Management Group.
Gary S. Bernard (age 46) has been Senior Vice President (Consumer Lending)
of Old Kent Bank since January 1999 and Senior Vice President of Old Kent Bank
since 1998. Prior to that, he was a Managing Associate of Coopers and Lybrand
Consulting from 1997 to 1998, a Senior Vice President of Great Western Bank
from 1996 to 1997, and a Senior Vice President of Banc One from 1989 to 1996.
Mr. Bernard is also a member of Old Kent's Management Group.
Donald R. Britton (age 56) has been President of Old Kent Mortgage Company
since 1997 and Chief Executive Officer of Old Kent Mortgage Company since
October 1999. He was Executive Vice President of Old Kent Mortgage Company
from 1995 to 1997. Prior to that, he was a Senior Vice President of First
Fidelity Bank from 1992 to 1995. Mr. Britton is also a member of Old Kent's
Management Group.
Steven D. Crandall (age 47) has been Senior Vice President (Human Resources)
of Old Kent since 1997 and Senior Vice President of Old Kent since 1989. Mr.
Crandall is also a member of Old Kent's Management Group.
David A. Dams (age 47) has been Executive Vice President (Corporate Banking)
of Old Kent Bank since 1989 and Executive Vice President of Old Kent Bank
since 1986. Mr. Dams is also a member of Old Kent's Management Group.
Gregory K. Daniels (age 47) has been Senior Vice President of Old Kent since
1996 and Chief Information Officer of Old Kent since 1997. Prior to that, he
was a Business Unit Executive with IBM. Mr. Daniels is also a member of Old
Kent's Management Group.
Mark F. Furlong (age 42) has been Executive Vice President of Old Kent and
Old Kent Bank since October 1998, Chief Financial Officer of Old Kent since
June 1999, and Chief Financial Officer of Old Kent Bank since March 1998. He
was Senior Vice President of Old Kent Bank from March 1998 to October 1998.
Prior to that, he was a First Vice President of H.F. Ahmanson/Home Savings of
America. Mr. Furlong is also a member of Old Kent's Senior Policy Committee
and Old Kent's Management Group.
Stanlee P. Greene, Jr. (age 39) has been Senior Vice President (Sales and
Marketing) of Old Kent since February 1999. Prior to that, he was a partner of
Williams Marketing Services, a consulting firm. Mr. Greene is also a member of
Old Kent's Management Group.
15
Joseph T. Keating (age 47) has been Senior Vice President of Old Kent Bank
since 1987 and President of Lyon Street Asset Management Company since 1998.
Mr. Keating is also a member of Old Kent's Management Group.
Kenneth C. Krei (age 50) has been Executive Vice President (Investment and
Insurance Services) of Old Kent and Old Kent Bank since 1998 and Executive
Vice President of Old Kent Bank since 1997. He was Senior Vice President of
Old Kent Bank from 1996 to 1997. Prior to that, Mr. Krei held various
positions with Bank of America (Continental Bank) in Chicago, Illinois. Mr.
Krei is also a member of Old Kent's Senior Policy Committee and Old Kent's
Management Group.
Larry S. Magnesen (age 42) has been Senior Vice President (Business Banking)
of Old Kent Bank since January 1999 and Senior Vice President of Old Kent Bank
since 1997. He was Senior Vice President of Old Kent from 1996 to 1997. Prior
to that, he was a Vice President of Banc One Corporation and Banc One Ohio
Corporation. Mr. Magnesen is also a member of Old Kent's Management Group.
Richard A. McGarrity (age 52) has been Senior Vice President (Corporate
Finance) of Old Kent since June 1999. He was Senior Vice President and Chief
Financial Officer of Old Kent Mortgage Company from 1997 to June 1999. Prior
to that, he was Senior Vice President and Chief Financial Officer of Great
Financial Mortgage Company.
Ronald C. Mishler (age 39) has been Senior Vice President and Treasurer of
Old Kent and Old Kent Bank since 1998. Prior to that, he was Vice President
and Treasurer of United States Fidelity and Guaranty Corporation from 1996 to
1998. Prior to that, he was a Senior Vice President of Heller International
Corporation. Mr. Mishler is also a member of Old Kent's Management Group.
Janet S. Nisbett (age 49) has been Senior Vice President and Controller of
Old Kent since 1998 and Senior Vice President and Controller of Old Kent Bank
since 1990.
Albert T. Potas (age 48) has been Senior Vice President (Investor Relations)
of Old Kent since 1998 and Senior Vice President of Old Kent since 1992. He
was Controller of Old Kent from 1986 to 1998.
David C. Schneider (age 34) has been Executive Vice President (Retail
Strategy and Product Development) of Old Kent since 1998. Prior to that, he
was a partner of The Stratmor Group, a consulting firm, from 1997 to 1998. He
was Assistant Vice President and Controller of Old Kent Mortgage Company from
1994 to 1995, Vice President of Old Kent Mortgage Company from 1995 to 1996,
Chief Financial Officer of Old Kent Mortgage Company from 1995 to 1997, and
Senior Vice President of Old Kent Mortgage Company from 1996 to 1997. Mr.
Schneider is also a member of Old Kent's Senior Policy Committee and Old
Kent's Management Group.
Walter J. Smiechewicz (age 41) has been Senior Vice President and Chief Risk
Officer of Old Kent since January 2000. Prior to that, he was a Senior Vice
President of Keybank N.A.
Daniel W. Terpsma (age 45) has been Executive Vice President (Corporate
Banking) of Old Kent and President of Old Kent Bank-Illinois since February
2000, and Executive Vice President of Old Kent Bank and President of Old Kent
Bank-East since 1997. Prior to that, he was Senior Vice President of Old Kent
Bank. Mr. Terpsma is a director of Riviera Tool Company. Mr. Terpsma is also a
member of Old Kent's Senior Policy Committee and Old Kent's Management Group.
Mary E. Tuuk (age 35) has been Senior Vice President (Legal Coordinator) of
Old Kent since 1998 and Secretary of Old Kent since 1996. She was Vice
President of Old Kent from 1996 to 1998. Prior to that, she was an attorney
with the law firm Chapman and Cutler in Chicago, Illinois.
Michelle L. Van Dyke (age 36) has been Executive Vice President (Retail
Distribution) of Old Kent since 1999 and Executive Vice President of Old Kent
since 1998. She was President of the Central Region of Old Kent Mortgage
Company from 1997 to 1998, Senior Vice President of Old Kent Mortgage Company
from 1995
16
to 1997, and Vice President of Old Kent Mortgage Company from 1993 to 1995.
Ms. Van Dyke is also a member of Old Kent's Senior Policy Committee and Old
Kent's Management Group.
Michael J. Whalen (age 51) has been Senior Vice President and Senior Credit
Officer of Old Kent since 1997. Prior to that, he was President of Old Kent
Bank-Illinois. Mr. Whalen is also a member of Old Kent's Management Group.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
The information under the caption "Old Kent Common Stock" and "Cash
Dividends" on page S-23 of Old Kent's Annual Report to Shareholders for the
year ended December 31, 1999 (the "1999 Annual Report"), is here incorporated
by reference. Old Kent's 1999 Annual Report is printed and distributed with
its definitive Proxy Statement for its Annual Meeting of Shareholders to be
held April 17, 2000 (the "2000 Proxy Statement").
Item 6. Selected Financial Data.
The information under the caption "Five Year Summary of Selected Financial
Data" on page S-3 of Old Kent's 1999 Annual Report is here incorporated by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information under the caption "Financial Review" on pages S-4 through S-
30 of Old Kent's 1999 Annual Report is here incorporated by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The information under the caption "Market Risk Management" on pages S-26
through S-29 of Old Kent's 1999 Annual Report is here incorporated by
reference.
Item 8. Financial Statements and Supplementary Data.
The financial statements, notes and the report of independent public
accountants on pages S-33 through S-67 of Old Kent's 1999 Annual Report is
here incorporated by reference.
The information under the caption "Quarterly Financial Data" on page S-31 of
Old Kent's 1999 Annual Report is here incorporated by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information set forth under the captions "Old Kent's Board of Directors"
and "Section 16(a) Beneficial Ownership Reporting Compliance" in the 2000
Proxy Statement is here incorporated by reference.
17
Item 11. Executive Compensation.
The information set forth under the captions "Summary of Executive
Compensation," "Equity-Based Compensation Program," "Retirement Plans,"
"Executive Severance Agreements," and "Compensation of Directors" in the 2000
Proxy Statement is here incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information set forth under the caption "Ownership of Old Kent Stock" in
the 2000 Proxy Statement is here incorporated by reference.
Item 13. Certain Relationships and Related Transactions.
The information set forth under the caption "Certain Relationships and
Related Transactions" in the 2000 Proxy Statement is here incorporated by
reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) (1) Financial Statements. The following financial statements and report of
independent public accountants of Old Kent Financial Corporation and its
subsidiaries are filed as part of this report:
Report of Independent Public Accountants dated January 14, 2000
Consolidated Balance Sheet--December 31, 1999 and 1998
Consolidated Statement of Income for each of the three years in the period
ended December 31, 1999
Consolidated Statement of Cash Flows for each of the three years in the
period ended December 31, 1999
Consolidated Statement of Shareholders' Equity for each of the three years
in the period ended December 31, 1999
Notes to Consolidated Financial Statements
The financial statements, the notes to financial statements, and the report
of independent public accountants listed above are incorporated by reference
in Item 8 of this report.
(2) Financial Statement Schedules. Not applicable.
(3) Exhibits. The following exhibits are filed as part of this report:
18
Number Exhibit
------ -------
3.1 Restated Articles of Incorporation. Previously filed as Exhibit 3.1 to
Old Kent's Form S-4 Registration Statement (Registration No. 333-56209)
filed June 5, 1998. Here incorporated by reference.
3.2 Bylaws. Previously filed as Exhibit 3.2 to Old Kent's Form 8-K Current
Report dated March 2, 2000. Here incorporated by reference.
4.1 Rights Agreement. Previously filed as an exhibit to Old Kent's Form 8-
A/A Registration Statement filed December 30, 1998. Here incorporated
by reference.
4.2 Certificate of Designation, Preferences, and Rights of Series C
Preferred Stock. Previously filed as Exhibit 4.3 to Old Kent's Form 8-K
filed March 5, 1997. Here incorporated by reference.
4.3 Certificate of Designation, Preferences, and Rights of Series D
Perpetual Preferred Stock and Series E Perpetual Preferred Stock.
Previously filed as Exhibit 4.9 to Old Kent's Form S-4 Registration
Statement filed December 23, 1999. Here incorporated by reference.
4.4 Form of Old Kent Capital Trust I Floating Rate Subordinated Capital
Income Securities (Liquidation Amount of $1,000 per Capital Security).
Previously filed as Exhibit 4.7 to Old Kent's Form S-4 Registration
Statement filed July 10, 1997. Here incorporated by reference.
4.5 Form of Old Kent Financial Corporation Floating Rate Junior
Subordinated Debenture due 2027. Previously filed as Exhibit 4.5 to Old
Kent's Form S-4 Registration Statement filed July 10, 1997. Here
incorporated by reference.
4.6 Amended and Restated Declaration of Trust, dated as of January 31,
1997, among Old Kent; Albert T. Potas, Thomas E. Powell, and Mary E.
Tuuk, as "Regular Trustees" (as defined therein); Bankers Trust
Company; and Bankers Trust (Delaware). Previously filed as Exhibit 4.6
to Old Kent's Form 8-K filed March 5, 1997. Here incorporated by
reference.
4.7 Guarantee Agreement, dated as of August 21, 1997, between Old Kent and
Bankers Trust Company. Previously filed as Exhibit 4.7 to Old Kent's
Form 8-K filed March 4, 1998. Here incorporated by reference.
4.8 Indenture, dated as of January 31, 1997, between Old Kent and Bankers
Trust Company. Previously filed as Exhibit 4.8 to Old Kent's Form 8-K
filed March 5, 1997. Here incorporated by reference.
4.9 Long-Term Debt. Old Kent has outstanding long-term debt that, at the
time of this report, does not exceed 10% of Old Kent's total
consolidated assets. Old Kent agrees to furnish copies of the
agreements defining the rights of holders of such long-term
indebtedness to the Securities and Exchange Commission upon request.
10.1 Executive Stock Option Plan of 1986.* Previously filed as Exhibit 10 to
Old Kent's Form 10-Q Quarterly Report for its fiscal quarter ended
September 30, 1995. Here incorporated by reference.
10.2 Amendment to Executive Stock Option Plan of 1986.* Previously filed as
Exhibit 10.19 to Old Kent's Form 8-K filed March 5, 1997. Here
incorporated by reference.
10.3 Amendment to Executive Stock Option Plan of 1986, Stock Option
Incentive Plan of 1992, and Executive Stock Incentive Plan of 1997.*
Previously filed as Exhibit 10.3 to Old Kent's Form 8-K filed March 2,
2000. Here incorporated by reference.
10.4 Restricted Stock Plan of 1987.* Previously filed as part of Old Kent's
Definitive Proxy Statement dated March 6, 1992. Here incorporated by
reference.
10.5 Amendment to Restricted Stock Plan of 1987.* Previously filed as
Exhibit 10(f) to Old Kent's Form 8-K filed February 23, 1996. Here
incorporated by reference.
10.6 Old Kent Executive Retirement Income Plan and Related Trust.*
Previously filed as Exhibit 10.5 to Old Kent's Form 8-K filed March 4,
1998. Here incorporated by reference.
19
Number Exhibit
------ -------
10.7 Amendment to Executive Retirement Income Plan.* Previously filed as
Exhibit 10.6 to Old Kent's Form 8-K filed March 4, 1998. Here
incorporated by reference.
10.8 Old Kent Executive Thrift Plan and Related Trust.* Previously filed as
Exhibit 10.7 to Old Kent's Form 8-K filed March 4, 1998. Here
incorporated by reference.
10.9 Amendment to Executive Thrift Plan.* Previously filed as Exhibit 10(h)
to Old Kent's Form 10-K Annual Report for its fiscal year ended
December 31, 1994. Here incorporated by reference.
10.10 Old Kent Deferred Compensation Plan and Related Trust.* Previously
filed as Exhibit 10.9 to Old Kent's Form 8-K filed March 4, 1998. Here
incorporated by reference.
10.11 Stock Option Incentive Plan of 1992.* Previously filed as Exhibit 10(b)
to Old Kent's Form 10-Q Quarterly Report for its fiscal quarter ended
June 30, 1995. Here incorporated by reference.
10.12 Amendment to Stock Option Incentive Plan of 1992.* Previously filed as
Exhibit 10.20 to Old Kent's Form 8-K filed March 5, 1997. Here
incorporated by reference.
10.13 Amendment to Stock Option Incentive Plan of 1992.* Previously filed as
Exhibit 10(d) to Old Kent's Form 10-Q Quarterly Report for the fiscal
quarter ended June 30, 1997. Here incorporated by reference.
10.14 Deferred Stock Compensation Plan and Related Trust.* Previously filed
as Exhibit 10(j) to Old Kent's Form 10-K Annual Report for its fiscal
year ended December 31, 1994. Here incorporated by reference.
10.15 Old Kent Directors' Deferred Compensation Plan and Related Trust.*
Previously filed as Exhibit 10(n) to Old Kent's Form 10-K Annual Report
for its fiscal year ended December 31, 1994. Here incorporated by
reference.
10.16 Amendment to Old Kent Directors' Deferred Compensation Plan.*
Previously filed as Exhibit 10.15 to Old Kent's Form 8-K filed March 4,
1998. Here incorporated by reference.
10.17 Executive Incentive Bonus Plan.* Previously filed as part of Old Kent's
Definitive Proxy Statement dated March 1, 1997. Here incorporated by
reference.
10.18 Executive Stock Incentive Plan of 1997.* Previously filed as part of
Old Kent's Definitive Proxy Statement dated March 1, 1997. Here
incorporated by reference.
10.19 Amendment to Executive Stock Incentive Plan of 1997.* Previously filed
as Exhibit 10(d) to Old Kent's Form 10-Q Quarterly Report for the
fiscal quarter ended June 30, 1997. Here incorporated by reference.
10.20 Stock Incentive Plan of 1999.* Previously filed as part of Old Kent's
Definitive Proxy Statement dated March 1, 1999. Here incorporated by
reference.
10.21 Employee Stock Purchase Plan of 1999.* Previously filed as part of Old
Kent's Definitive Proxy Statement dated March 1, 1999. Here
incorporated by reference.
10.22 Executive Incentive Bonus Plan of 2000.* Previously filed as part of
Old Kent's Definitive Proxy Statement dated February 28, 2000. Here
incorporated by reference.
10.23 Pooling and Service Agreement. Previously filed as Exhibit 10 to Old
Kent's Form 8-K filed February 23, 1996. Here incorporated by
reference.
10.24 Executive Severance Agreements.* The form of Executive Severance
Agreement was previously filed as Exhibit 10.17 to Old Kent's Form 8-K
filed March 5, 1997. Here incorporated by reference. An updated
participant schedule was previously filed as Exhibit 10.24 to Old
Kent's Form 8-K filed March 2, 2000. Here incorporated by reference.
10.25 Executive Severance Agreements.* The form of Executive Severance
Agreement was previously filed as Exhibit 10.18 to Old Kent's Form 8-K
filed March 5, 1997. Here incorporated by reference. An updated
participant schedule was previously filed as Exhibit 10.25 to Old
Kent's Form 8-K filed March 2, 2000. Here incorporated by reference.
20
Number Exhibit
------ -------
10.26 Executive Severance Agreements.* The form of Executive Severance
Agreement was previously filed as Exhibit 10.24 to Old Kent's Form 8-K
filed March 15, 1999. Here incorporated by reference. An updated
participant schedule was previously filed as Exhibit 10.26 to Old
Kent's Form 8-K filed March 2, 2000. Here incorporated by reference.
10.27 Indemnity Agreement.* The form of Indemnity Agreement was previously
filed as Exhibit 10(c) to Old Kent's Form 10-Q Quarterly Report for the
fiscal quarter ended June 30, 1997. Here incorporated by reference. A
participant schedule was previously filed as Exhibit 10.27 to Old
Kent's Form 8-K filed March 2, 2000. Here incorporated by reference.
10.28 Restricted Stock Agreement for Mr. Warrington.* Previously filed as
Exhibit 10(p) to Old Kent's Form 8-K filed February 23, 1996. Here
incorporated by reference.
10.29 Restricted Stock Agreement for Mr. Warrington.* Previously filed as
Exhibit 10(q) to Old Kent's Form 8-K filed February 23, 1996. Here
incorporated by reference.
10.30 Agreement and Plan of Merger, dated as of July 29, 1999, among
Merchants Bancorp, Inc., Old Kent, and Merchants Acquisition
Corporation. Previously filed as Exhibit 2.1 to Old Kent's Form 8-K
filed August 2, 1999. Here incorporated by reference.
10.31 Agreement and Plan of Merger, dated as of September 9, 1999, among
Grand Premier Financial, Inc., Old Kent and OK Merger Corporation.
Previously filed as Exhibit 2.1 to Old Kent's Form 8-K filed September
13, 1999. Here incorporated by reference.
12 Statement Re Computation of Ratios.
13 Annual Report to Shareholders. This exhibit, except for those portions
expressly incorporated by reference in this filing, is furnished for
the information of the Commission and is not deemed "filed" as part of
this filing.
21 Subsidiaries of Registrant. Previously filed as Exhibit 21 to Old
Kent's Form 8-K filed March 2, 2000. Here incorporated by reference.
23 Consent of Independent Public Accountants.
24 Powers of Attorney.
27 Financial Data Schedule.
99 Old Kent Thrift Plan Performance Table.
- ----------------
* These agreements are management contracts or compensation plans or
arrangements required to be filed as exhibits to this Form 10-K.
Old Kent will furnish a copy of any exhibit listed above to any Old Kent
shareholder without charge upon written request to Ms. Mary E. Tuuk,
Secretary, Old Kent Financial Corporation, 111 Lyon St., N.W., Grand Rapids,
Michigan 49503.
(b) Reports on Form 8-K. Old Kent filed the following report on Form 8-K
during the last quarter of the period covered by this report:
Date of Event Reported Item Reported
December 13, 1999 Item 5
November 30, 1999 Item 5
October 31, 1999 Item 5
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
OLD KENT FINANCIAL CORPORATION
(Registrant)
Date: March 3, 2000 By /s/ Mary E. Tuuk
---------------------------
Mary E. Tuuk
Secretary and Senior Vice
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.
March 3, 2000 /s/ Richard L. Antonini*
__________________________________
Richard L. Antonini
Director
March 3, 2000 /s/ John D. Boyles*
__________________________________
John D. Boyles
Director
March 3, 2000 /s/ William P. Crawford*
__________________________________
William P. Crawford
Director
March 3, 2000 /s/ Richard M. DeVos, Jr.*
__________________________________
Richard M. DeVos, Jr.
Director
March 3, 2000 /s/ Mark F. Furlong*
__________________________________
Mark F. Furlong
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
March 3, 2000 /s/ William G. Gonzalez*
__________________________________
William G. Gonzalez
Director
March 3, 2000 /s/ James P. Hackett*
__________________________________
James P. Hackett
Director
March 3, 2000 /s/ Erina Hanka*
__________________________________
Erina Hanka
Director
22
March 3, 2000 /s/ Michael J. Jandernoa*
__________________________________
Michael J. Jandernoa
Director
March 3, 2000 /s/ Kevin T. Kabat*
__________________________________
Kevin T. Kabat
Vice Chairman of the Board and
Director
March 3, 2000 /s/ Fred P. Keller*
__________________________________
Fred P. Keller
Director
March 3, 2000 /s/ John P. Keller*
__________________________________
John P. Keller
Director
March 3, 2000 /s/ Hendrik G. Meijer*
__________________________________
Hendrik G. Meijer
Director
March 3, 2000 /s/ Percy A. Pierre*
__________________________________
Percy A. Pierre
Director
March 3, 2000 /s/ Marilyn J. Schlack*
__________________________________
Marilyn J. Schlack
Director
March 3, 2000 /s/ Peter F. Secchia*
__________________________________
Peter F. Secchia
Director
March 3, 2000 /s/ David J. Wagner*
__________________________________
David J. Wagner
Chairman, President, Chief
Executive Officer, and Director
(Principal Executive Officer)
March 3, 2000 /s/ Margaret Sellers Walker*
__________________________________
Margaret Sellers Walker
Director
March 3, 2000 /s/ Robert H. Warrington*
__________________________________
Robert H. Warrington
Vice Chairman of the Board and
Director
March 3, 2000 *By /s/ Mary E. Tuuk _____________
Mary E. Tuuk
Attorney-in-Fact
23