EXHIBIT 99.2
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VOTING AGREEMENT
This Voting Agreement (the "Voting Agreement") is made as of
September 9, 1999, by and among Old Kent Financial Corporation, a
Michigan corporation ("Old Kent"), and each of the undersigned
(individually a "Stockholder" and collectively the "Stockholders").
Grand Premier Financial, Inc., a Delaware corporation
("Grand Premier") and Old Kent propose to enter, or have entered, into
an Agreement and Plan of Merger, dated as of September 9, 1999 (the
"Merger Agreement"), that provides, among other things, that Grand
Premier shall be merged with and into Old Kent or one of its
subsidiaries (the "Merger") pursuant to the terms and conditions of
the Merger Agreement. Capitalized terms not otherwise defined in this
Voting Agreement shall have the meanings given to such terms in the
Merger Agreement.
As an essential condition and inducement to Old Kent to
enter into the Merger Agreement, and in consideration therefor, the
Stockholders and the Old Kent have agreed to enter into this Voting
Agreement. As of the date of this Voting Agreement, each Stockholder
owns of record and beneficially the shares of: (a) Grand Premier
Common Stock, (b) Grand Premier Series B Preferred Stock, and (c)
Grand Premier Series C Preferred Stock (collectively, the "Grand
Premier Stock") set forth opposite their respective names on SCHEDULE
A and desire to enter into this Voting Agreement with respect to such
shares of Grand Premier Stock.
In consideration of the foregoing and the mutual covenants
and agreements contained in this Voting Agreement and in the Merger
Agreement, the parties agree:
ARTICLE I - VOTING OF SHARES
1.1 VOTING AGREEMENT. Each Stockholder agrees to (a) appear, or
cause the holder of record on any applicable record date (the "Record
Holder") to appear, for the purpose of obtaining a quorum at any
annual or special meeting of stockholders of Grand Premier and at any
adjournment thereof at which matters relating to the Merger, Merger
Agreement, or any transaction contemplated thereby are considered, and
(b) vote, or cause the Record Holder to vote, in person or by proxy,
all of the shares of Grand Premier Stock owned by Stockholder or with
respect to which such Stockholder has or shares voting power or
control, and all of the shares of Grand Premier Stock that shall, or
with respect to which voting power or control shall, hereafter be
acquired by such Stockholder (collectively, the "Shares") in favor of
the Merger, the adoption of Merger Agreement, and the transactions
contemplated by the Merger Agreement.
1.2 NO OWNERSHIP INTEREST. Nothing contained in this Voting
Agreement shall be deemed to vest in Old Kent any direct or indirect
ownership or incidence of ownership of or with respect to any Shares.
All rights, ownership, and economic benefits of and relating to the
Shares shall remain and belong to the Stockholders. Old Kent shall
have no authority to manage, direct, superintend, restrict, regulate,
govern, or administer any of the policies or operations of the Grand
Premier or exercise any power or authority to direct the Stockholders
in the voting of any of the Shares, except as otherwise provided in
this Voting Agreement, or the performance of the Stockholders' duties
or responsibilities as stockholders of the Grand Premier.
1.3 EVALUATION OF INVESTMENT. Each Stockholder, by reason of his
or its knowledge and experience in financial and business matters,
believes himself or itself capable of evaluating the merits and risks
of the investment in shares of Old Kent common stock, par value $1.00
per share ("Old Kent Common Stock"), Old Kent Series D Preferred
Stock, par value $.01 per share, and Old Kent Series E Preferred
Stock, par value $.01 per share, contemplated by the Merger Agreement.
Each Stockholder acknowledges receipt of copies of the following
documents: (a) the Merger Agreement; (b) the Option Agreement; (c) Old
Kent's Annual Report on Form 10-K for the fiscal year ended December
31, 1998; (d) Old Kent's Proxy Statement dated March 1, 1999; (e) Old
Kent's 1998 Annual Report (attached to the Proxy Statement); and (f)
Old Kent's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999. Each Stockholder also acknowledges that
it possesses the information relating to Grand Premier that such
Stockholder deems relevant to an investment in the Old Kent Common
Stock, Old Kent Series D Preferred Stock and Old Kent Series E
Preferred Stock should the Merger be consummated.
1.4 NO INCONSISTENT AGREEMENTS. Each Stockholder covenants and
agrees that, except as contemplated by this Voting Agreement and the
Merger Agreement, the Stockholder (a) has not entered, and shall not
enter at any time while this Voting Agreement remains in effect, into
any voting agreement, and (b) has not granted, and shall not grant at
any time while this Voting Agreement remains in effect, a proxy or
power of attorney, in either case that is inconsistent with this
Voting Agreement.
1.5 GRAND PREMIER PREFERRED STOCK. If and to the extent a
Stockholder is the holder of Grand Premier Series C Preferred Stock,
such Stockholder hereby approves the "Change of Control" (as defined
in Section 4.3.5 of Article IV of Partner's amended and restated
certificate of incorporation) and further agrees that such Stockholder
shall not approve (and shall not cause the approval of, in any manner
contemplated under Section 4.3.5 of Article IV of Partner's amended
and restated certificate of incorporation) the conversion of such
Stockholder's shares of Grand Premier Series C Preferred Stock into
the right to receive a cash payment upon the Merger with Old Kent or
one of its subsidiaries. Holders of Grand Premier Series B Preferred
Stock and Grand Premier Series C Preferred Stock have the right to
dissent from the Merger and to demand an appraisal of their shares
pursuant to Section 262 of the Delaware General Corporation Law, a
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copy of which is attached as Exhibit A to this Voting Agreement. If
and to the extent a Stockholder is the holder of Grand Premier Series
B Preferred Stock or Grand Premier Series C Preferred Stock, such
Stockholder agrees that, in connection with the Merger, he shall not
make any demand for appraisal of such shares under the Delaware
General Corporation Law.
ARTICLE II - TRANSFER
2.1 TRANSFER OF TITLE. Each Stockholder covenants and agrees
that such Stockholder will not, prior to the termination of this
Voting Agreement, either directly or indirectly, offer or otherwise
agree to sell, assign, pledge, hypothecate, transfer, exchange, or
dispose of any Shares or options to purchase Grand Premier Common
Stock ("Options") or any other securities or rights convertible into
or exchangeable for shares of Grand Premier Common Stock, owned either
directly or indirectly by such Stockholder or with respect to which
such Stockholder has the power of disposition, whether now or
hereafter acquired, without the prior written consent of Old Kent
(provided nothing contained in this Voting Agreement will be deemed to
restrict the exercise of Options), unless the Person to whom Shares or
Options have been sold, assigned, pledged, hypothecated, transferred,
exchanged or disposed agrees to be bound by this Voting Agreement as
if a party to this Voting Agreement. The Stockholder agrees and
consents to the entry of stop transfer instructions by the applicable
transfer agent for Shares upon request by Old Kent against the
transfer of any Shares consistent with the terms of this Section. The
Stockholder further agrees that he or it shall instruct the transfer
agent to enter stop transfer instructions and that, if requested by
Old Kent, he or it shall deliver the applicable Shares to the Transfer
Agent with instructions to legend the shares to reflect the terms of
this Voting Agreement.
ARTICLE III - REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS
Each Stockholder severally and not jointly represents and
warrants to Old Kent as follows:
3.1 AUTHORITY RELATIVE TO THIS VOTING AGREEMENT. Such
Stockholder is competent and has the full power and authority to
execute and deliver this Voting Agreement, to perform his or its
obligations under this Voting Agreement, and to consummate the
transactions contemplated by this Voting Agreement. This Voting
Agreement has been duly and validly executed and delivered by such
Stockholder and constitutes a legal, valid and binding obligation of
such Stockholder, enforceable against such Stockholder in accordance
with its terms.
3.2 NO CONFLICT. The execution and delivery of this Voting
Agreement by such Stockholder does not, and the performance of this
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Voting Agreement by such Stockholder shall not, result in any breach
of or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or
result in the creation of a lien or encumbrance, on any of the Shares
or Options pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or
obligation to which such Stockholder is a party or by which such
Stockholder or the Shares or Options are bound or affected.
ARTICLE IV - GENERAL PROVISIONS
4.1 TERMINATION. This Voting Agreement shall terminate upon the
earliest to occur of (a) the termination of the Merger Agreement in
accordance with its terms, or (b) the Effective Time. No such
termination shall relieve any party from liability for any breach of
this Voting Agreement prior to such termination.
4.2 ENFORCEMENT OF VOTING AGREEMENT. Each party agrees that
irreparable damage would occur in the event that any of the provisions
of this Voting Agreement were not performed in accordance with its
specified terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Voting Agreement and to specific performance
of the terms and provisions of this Voting Agreement in addition to
any other remedy to which they are entitled at law or in equity.
4.3 SUCCESSORS AND AFFILIATES. This Voting Agreement shall inure
to the benefit of and shall be binding upon the parties and their
respective heirs, legal representatives, successors and permitted
assigns. If any Stockholder shall at any time hereafter acquire
ownership of, or voting or dispositive power with respect to, any
additional Shares in any manner, whether by the exercise of any
Options or any securities or rights convertible into or exchangeable
for shares of Grand Premier Common Stock, by operation of law or
otherwise, such Shares shall be held subject to all of the terms and
provisions of this Voting Agreement. Without limiting the foregoing,
each Stockholder specifically agrees that the obligations of such
Stockholder under this Voting Agreement shall not be terminated by
operation of law, whether by death or incapacity of the Stockholder or
otherwise.
4.4 ENTIRE AGREEMENT. This Voting Agreement, together with the
Affiliate Letter in the form attached as EXHIBIT F to the Merger
Agreement, if and to the extent entered into by each of the
Stockholders and Old Kent, constitute the entire agreement among Old
Kent and the Stockholders with respect to the subject matter of this
Voting Agreement and supersedes all prior agreements and
understandings, both written and oral, among Old Kent and the
Stockholders with respect to the subject matter of this Voting
Agreement.
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4.5 COUNTERPARTS; AMENDMENT. This Voting Agreement may be
executed in several counterparts, each of which shall constitute one
and the same instrument. This Voting Agreement may not be amended
except by an instrument in writing signed by the parties.
4.6 SEVERABILITY. If any term or other provision of this Voting
Agreement is invalid, illegal, or incapable of being enforced by any
rule of law, or public policy, all other conditions and provisions of
this Voting Agreement shall nevertheless remain in full force and
effect. Upon such determination that any term or other provision is
invalid, illegal, or incapable of being enforced, the parties shall
negotiate in good faith to modify this Voting Agreement so as to
effect the original intent of the parties as closely as possible to
the fullest extent permitted by applicable law in a mutually
acceptable manner in order that the terms of this Voting Agreement
remain as originally contemplated to the fullest extent possible.
4.7 GOVERNING LAW. This Voting Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware,
without regard to the applicable principles of conflicts of law.
4.8 OBLIGATIONS OF STOCKHOLDERS. The obligations of the
Stockholders under this Voting Agreement shall be "several" and not
"joint" or "joint and several." Without limiting the generality of the
foregoing, under no circumstances will any Stockholder have any
liability or obligation with respect to any misrepresentation or
breach of covenant of any other Stockholder.
4.9 OFFICERS AND DIRECTORS. No person who is or becomes (during
the term of this Voting Agreement) a director or officer of Grand
Premier makes any agreement or understanding in this Voting Agreement
in his or her capacity as such director or officer. Nothing in this
Voting Agreement will limit or affect, or give rise to any liability
to Stockholder by virtue of, any actions taken by any Stockholder in
his or her capacity as an officer or director of Grand Premier in
exercising its rights under the Merger Agreement.
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IN WITNESS WHEREOF, each of the parties has caused this
Voting Agreement to be duly executed as of the date first written
above.
OLD KENT FINANCIAL CORPORATION
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. XxXxx
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Xxxxxx X. XxXxx
NORTHLAND INSURANCE AGENCY, INC.
By /s/ Xxxxxx X. XxXxx
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Its Chairman
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KEECO, INC.
By /s/ Xxxxxx X. XxXxx
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Its Chairman
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MUNICIPAL INSURANCE COMPANY
By /s/ Noa X. Xxxxxx
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Its President
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VOTING AGREEMENT
SCHEDULE A
STOCKHOLDER NUMBER OF SHARES OF GRAND PREMIER STOCK
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Common Series B Series C
Stock Preferred Stock Preferred Stock
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Xxxxxxx X. Xxxxxxx 735,310(1)
Xxxxxx X. Xxxxxxxx 2,750 7,000(2) 2,000
Xxxxxx X. XxXxx 4,481,491
Northland Insurance
Agency, Inc. 1,206,401
Keeco, Inc. 1,166,360
Municipal Insurance
Company 530,317
(1) Does not include 550 shares subject to options that are
exercisable within 60 days of the date of this Voting Agreement.
(2) Convertible as of the date of this Voting Agreement into 904,546
shares of Common Stock.
