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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 1998
FORT WAYNE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 0-10869 35-1502812
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
110 West Berry Street, Fort Wayne, Indiana 46802
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 219-426-0555
Not Applicable
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On January 12, 1998 Fort Wayne National Corporation, an Indiana Corporation
("Fort Wayne National"), and National City Corporation, a Delaware corporation
("National City"), and each a bank holding company registered under the Bank
Holding Company Act of 1956, as amended, entered into an Agreement and Plan of
Merger ("Merger Agreement") providing for the merger of Fort Wayne National into
National City or a wholly owned subsidiary thereof (the "Merger"). The
description of the Merger Agreement set forth in this Report is qualified in its
entirety by the copy of the Merger Agreement filed with the Form 8-K of Fort
Wayne National filed January 23, 1998, as Exhibit 2.1 and incorporated herein by
reference.
Consummation of the Merger is subject to various conditions, including: (i)
receipt of the requisite approval by the shareholders of Fort Wayne National of
the Merger Agreement and matters related to the Merger; (ii) receipt of
requisite regulatory approvals from the Board of Governors of the Federal
Reserve System and other federal and state regulatory authorities; (ii) receipt
of opinions as to the tax-free reorganization and purchase accounting treatment
of the Merger; (iv) listing on the New York Stock Exchange of the NCC Common
Stock to be issued in the Merger; and (v) satisfaction of certain other
conditions.
The requisite regulatory approval from the Board of Governors of the
Federal Reserve System has been received. A copy of the press release issued by
National City on March 5, 1998 is attached to this Report as Exhibit 99.1 and is
incorporated herein by reference.
The Merger Agreement and the Merger will be submitted for approval at a
meeting of the shareholders of Fort Wayne National.
Following consummation of the Merger, David A. Daberko will remain Chairman
and Chief Executive Officer of National City.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release issued by National City Corporation on March 5,
1998.
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SIGNATURES
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 hereunto duly authorized.
FORT WAYNE NATIONAL CORPORATION
Dated: March 10, 1998 By: /s/ M. James Johnston
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
99.1 News Release issued by National City Corporation, dated March 5,
1998.
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EXHIBIT 99.1
NEWS RELEASE
FOR INFORMATION CONTACT:
Thomas A. Richlovsky Jennifer D. Cox Karen M. Kasper
National City Corp. First of America Corp. Fort Wayne National Corp.
(216) 575-2126 (616) 376-7115 (219) 426-0555 ext. 2513
For Immediate Release
NATIONAL CITY EXPECTS TO CLOSE FORT WAYNE NATIONAL
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CORPORATION, FIRST OF AMERICA BANK CORPORATION MERGERS
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BY END OF MARCH
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CLEVELAND, Ohio -- March 5, 1998 -- The proposed mergers of First of
America Bank Corporation (NYSE: FOA) and Fort Wayne National Corporation
(NASDAQ: FWNC) with and into National City Corporation (NYSE: NCC) have each
been approved by the Board of Governors of the Federal Reserve System.
Remaining state regulatory approvals are expected shortly. The prospectus and
proxy statement for each transaction has been mailed to stockholders.
Stockholder meetings are scheduled for March 30, 1998 as follows:
- National City Corporation, 10:30 a.m., March 30, Pittsburgh,
Pennsylvania
- First of America Bank Corporation, 9 a.m., March 3O, Kalamazoo,
Michigan
- Fort Wayne National Corporation, 10 a.m., March 30, Fort Wayne,
Indiana
Assuming all anticipated approvals are received on or before March 30, 1998,
the closing dates for the merger transactions are expected to be:
- Fort Wayne National Corporation, March 30, 1998
- First of America Bank Corporation, March 31, 1998
Based on the above schedule, First of America and Fort Wayne National
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EXHIBIT 99.1
stockholders will be eligible for the upcoming National City common stock
dividend, which customarily is declared in late March for payment May 1 to
stockholders of record on a date in early April. All stockholders of record of
National City common stock as of the record date will be entitled to the
expected National City May 1, dividend.
Based on the expected closing dates, the common stockholders of First of
America and Fort Wayne National will receive the National City cash dividend
instead of the previously declared First of America cash dividend and the
customary Fort Wayne National second quarter dividend. The previously declared
dividend on Fort Wayne National Corporation's preferred stock will be paid April
1 to stockholders of record March 10, 1998.
PROFILE OF FIRST OF AMERICA BANK CORPORATION
First of America Bank Corporation, headquartered in Kalamazoo, Michigan is
a $21 billion bank holding company which has $14 billion in loans and $16
billion in deposits in Michigan, Illinois and Indiana. The company engages in
commercial and retail banking as well as in mortgage origination services. The
corporation also provides trust, insurance and other financial services, through
its Trust and Financial Services Division. First of America is ranked 39th among
banking companies in the United States, based on total assets.
PROFILE OF FORT WAYNE NATIONAL CORPORATION
Fort Wayne National Corporation, headquartered in Fort Wayne, Indiana, is a
$3.3 billion bank holding company which has $2.0 billion in loans and $2.6
billion in deposits. The company engages in retail and commercial banking,
primarily through its network of 64 branches
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EXHIBIT 99.1
throughout northern Indiana.
PROFILE OF NATIONAL CITY CORPORATION
National City Corporation is a $54.7 billion bank holding company based in
Cleveland, Ohio, with 845 branch offices in the states of Ohio, Kentucky,
Indiana and Pennsylvania, and nearly 27,000 employees. Its principal banking
subsidiaries are located in Cleveland, Columbus, Indianapolis, Louisville and
Pittsburgh. The Corporation also has a major banking presence in Akron, Dayton,
Lexington, Erie, Toledo and Youngstown. National City ranks 19th among U.S. bank
holding companies based on total assets. National City can be found on the World
Wide Web at www.national-city.com.
