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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NBD Bancorp, Inc.
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(NAME OF ISSUER)
Common Stock, Par Value $1.00 Per Share
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(TITLE OF CLASS OF SECURITIES)
628900102
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(CUSIP NUMBER)
Sherman I. Goldberg
Secretary -- First Chicago Corporation
One First National Plaza
Chicago, Illinois 60670
(312) 732-4000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
July 11, 1995
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(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ]
Check the following box if a fee is being paid with the statement:
[ X ] (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.)
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
The total number of shares reported herein is 31,270,000 shares, which
constitutes approximately 19.9% of the total number of shares of the issuer
outstanding as of June 30, 1995. Unless otherwise indicated, all ownership
percentages set forth herein assume that as of June 30, 1995, there were
157,139,395 shares of the issuer outstanding.
(Continued on following pages)
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CUSIP NO. 628900102 PAGE 2 of Pages
--
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago Corporation
IRS Employer Identification No. 36-2669970
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
Not Applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ]
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 31,270,000
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER
31,270,000/1/
10. SHARED DISPOSITIVE POWER
0
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/1/ The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.
See Item 5 of this Schedule 13D.
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CUSIP NO. 628900102 PAGE 3 of Pages
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
31,270,000/1/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%/2/
14. TYPE OF REPORTING PERSON
CO, HC
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/1/ The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended. See Item 5 of this Schedule 13D.
/2/ Adjusted to reflect the issuance by NBD Bancorp, Inc. of 31,270,000 shares
as described herein.
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $1.00 per
share ("NBD Common Stock" (an individual share of which, a "Share")), of NBD
Bancorp, Inc. ("NBD"), a corporation organized and existing under the laws of
the State of Delaware and registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended (the "BHC Act"). The principal
executive offices of NBD are located at 611 Woodward Avenue, Detroit, Michigan
48226.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by First Chicago Corporation ("FCC"), a
corporation organized and existing under the laws of the State of Delaware and
registered as a bank holding company under the BHC Act. The principal asset of
FCC is the capital stock of The First National Bank of Chicago. FCC also owns
all the outstanding capital stock of American National Corporation and FCC
National Bank. ANC is the holding company for American National Bank and Trust
Company of Chicago. FCC National Bank is a Delaware-based bank primarily
engaged in the issuance of VISA and MasterCard credit cards. In addition to
these banking organizations, FCC, directly or indirectly, owns the stock of
various nonbank companies engaged in businesses related to banking and finance,
including venture capital, leasing and investment management subsidiaries.
FCC's principal offices are located at One First National Plaza, Chicago,
Illinois 60670.
Other than executive officers and directors, there are no persons or
corporations controlling or ultimately in control of FCC.
During the last five years, to the best of FCC's knowledge, neither
FCC nor any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as result of which FCC or such person was or is subject
to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
Each executive officer and each director of FCC is a citizen of the
United States. The name, business address, and present principal occupation
(including the name, principal business and address of the corporation or
organization in which such employment is conducted) of each executive officer
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and director is set forth in Exhibit 1 to this Schedule 13D and is specifically
incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT FUNDS OR OTHER CONSIDERATION.
Pursuant to a stock option agreement, dated as of July 11, 1995, by
and between FCC and NBD (the "NBD Option Agreement"), NBD has granted FCC an
irrevocable option to purchase the Shares covered by this Schedule 13D (the "NBD
Option"). Specifically, the NBD Option grants FCC the right to purchase up to
31,270,000 Shares, subject to certain adjustments, at a price, subject to
certain adjustments, of $32-1/2 per Share. The NBD Option was granted by NBD as
a condition of and in consideration for FCC's entering into the Agreement and
Plan of Merger, dated as of July 11, 1995, by and between FCC and NBD (the
"Merger Agreement").
The exercise of the NBD Option for the full number of Shares currently
covered thereby would require aggregate funds of $1,016,275,000. It is
anticipated that, should the NBD Option become exercisable and should FCC elect
to exercise the NBD Option, FCC would obtain the funds for purchase from working
capital.
A copy of the NBD Option Agreement is included as Exhibit 3 to FCC's
Current Report on Form 8-K dated the date hereof (the "FCC Form 8-K") and is
incorporated herein by reference in its entirety.
ITEM 4. PURPOSE OF TRANSACTION.
Simultaneously with their execution and delivery of the NBD Option
Agreement, FCC and NBD entered into the Merger Agreement, pursuant to which FCC
will, subject to the conditions and upon the terms stated therein, merge with
and into NBD (the "Merger"). The parties also entered into a stock option
agreement (the "FCC Option Agreement"), pursuant to which FCC granted to NBD an
option (the "FCC Option") to purchase up to 17,854,000 shares, subject to
certain adjustments, of FCC Common Stock (as defined below) at a price, subject
to certain adjustments, of $60-1/8 per share. The NBD Option and the FCC Option
(collectively, the "Options") were each granted by the respective issuer as a
condition of and in consideration for the other party's entering into the Merger
Agreement.
In accordance with the Merger Agreement, each share of common stock,
par value $5.00 per share, of FCC ("FCC Common Stock") outstanding immediately
prior to the effective time of the Merger (the "Effective Time") will at the
Effective Time be converted into the right to receive 1.81 Shares (the "Exchange
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Ratio"). In addition, each share of each series of preferred stock of FCC
(collectively, "FCC Preferred Stock") outstanding immediately prior to the
Effective Time will be converted into the right to receive one share of a series
of preferred stock of NBD with substantially similar terms (collectively, "NBD
New Preferred Stock"). Furthermore, each option granted by FCC to purchase
shares of FCC Common Stock outstanding and unexercised immediately prior to the
Effective Time will at the Effective Time be converted into an option to
purchase shares of NBD Common Stock in an amount and at an exercise price
determined in accordance with a formula stated in the Merger Agreement.
As of the Effective Time, each share of FCC Common Stock will either
be converted into NBD Common Stock or, if owned by FCC as treasury stock, or
owned directly or indirectly by FCC or NBD or any of their respective wholly
owned subsidiaries (with certain exceptions), will be cancelled and shall cease
to exist, and each share of FCC Preferred Stock will be converted into NBD New
Preferred Stock. Accordingly, such stock previously issued by FCC will be
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended.
The Merger Agreement provides that, prior to the Effective Time of the
Merger, FCC may not pay dividends on FCC Common Stock except regular quarterly
cash dividends at a rate not in excess of $.60 per share, and that NBD may not
pay dividends on NBD Common Stock except regular quarterly cash dividends at a
rate not in excess of $.33 per share. It also prohibits NBD or FCC, as the case
may be, from adjusting, splitting, combining or reclassifying any capital stock;
granting any stock appreciation rights or other rights to acquire shares of its
capital stock (except pursuant to certain pre-existing plans); and issuing any
additional shares of capital stock except pursuant to (a) the exercise of
outstanding options and warrants, (b) certain pre-existing employee benefit
plans, (c) convertible preferred stock of FCC, (d) the dividend reinvestment
plan of FCC, (e) the preferred share purchase rights of FCC and (f) the Option
Agreements.
The certificate of incorporation of NBD, subject to amendments
specified in the Merger Agreement relating to the capitalization of NBD and to a
change in the name of corporation to "First Chicago NBD Corporation", will be
the certificate of incorporation of the surviving corporation of the Merger and
the by-laws of NBD will be the by-laws of the surviving corporation.
From the Effective Time, Mr. Richard L. Thomas, currently Chairman,
President and Chief Executive Officer of FCC, shall
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serve as Chairman of the Board of the surviving corporation until its annual
meeting of stockholders (anticipated to be held on May 20, 1996). From the
Effective Time, Mr. Verne G. Istock, currently Chairman and Chief Executive
Officer of NBD, shall serve as President and Chief Executive Officer of the
surviving corporation. Mr. Istock will automatically become Chairman of the
Board on the date upon which Mr. Thomas ceases to serve in that position.
The Board of Directors of the surviving corporation will consist of 22
persons, including Messrs. Thomas and Istock, ten additional persons (two of
whom may be executive officers of FCC) to be named by Mr. Thomas, and ten
additional persons (one of whom may be an executive officer of NBD) to be named
by Mr. Istock. Representatives from FCC and NBD shall be in the same proportion
for all committees of the Board of Directors as NBD and FCC are represented on
the Board of Directors.
Consummation of the transactions contemplated by the Merger Agreement
is subject to the terms and conditions contained in the Merger Agreement,
including, among other things, the receipt of approval of the Merger by the
respective shareholders of FCC and NBD, the receipt of certain regulatory
approvals, the receipt of a favorable legal opinion with respect to the tax
consequences of the transactions contemplated by the Merger, the receipt of a
favorable opinion with respect to the accounting treatment of the transactions
contemplated by the Merger Agreement, and the absence of any legal restraint or
injunction. None of the foregoing approvals has yet been obtained, and there is
no assurance as to if or when such approvals will be obtained. The Merger and
the transactions contemplated by the Merger Agreement will be submitted for
approval at meetings of the stockholders of FCC and NBD that are expected to
take place in the fourth quarter of 1995.
Except as set forth herein or in the Exhibits hereto, FCC does not
have any current plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional shares of NBD Common
Stock or the disposition of shares of NBD Common Stock;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving NBD or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of NBD or any of
its subsidiaries;
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(d) Any change in the present Board of Directors or management of NBD,
including any plans or proposals to change the number or terms of directors or
to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of NBD;
(f) Any other material change in NBD's business or corporate
structure;
(g) Any changes in NBD's Charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of NBD by
any person; or
(h) Any action similar to any of those enumerated above.
Copies of the Merger Agreement, the FCC Option Agreement and the press
release, dated July 12, 1995, issued by FCC and NBD relating to the transactions
contemplated by the Merger Agreement and the Option Agreements are included as
Exhibits 1, 2, and 4, respectively, to the FCC Form 8-K, and are each
incorporated herein by reference in their entirety.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The NBD Option is not exercisable by FCC except on the occurrence of
certain conditions. Assuming for purposes of this Item 5 that such conditions
occur and FCC becomes entitled to, and elects to purchase Shares pursuant to the
NBD Option, FCC would own 31,270,000 Shares, or approximately 16.6% of the total
number of Shares outstanding as of June 30, 1995, adjusted to reflect the
issuance to FCC of such 31,270,000 Shares.
Because the NBD Option Agreement does not permit FCC to purchase any
Shares until the occurrence of certain events, FCC does not have sole or shared
voting or dispositive power with respect to any Shares, and FCC therefore
disclaims beneficial ownership of the NBD Common Stock subject to the NBD Option
until such time, if ever, that FCC becomes entitled to, and elects to purchase
Shares. Assuming for purposes of this Item 5, however, that FCC becomes
entitled to exercise the NBD Option, FCC would have the right to purchase up to
31,270,000 Shares, subject to adjustment as described under Item 6 of this
Schedule 13D, as to which it would have sole voting power and sole dispositive
power.
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Pursuant to Regulation 13D-G, FCC may also be deemed to own
beneficially those Shares held solely in a fiduciary capacity by various banking
subsidiaries of FCC. Based on information obtained from such subsidiaries, FCC
may be deemed to own beneficially an additional 460,284 Shares which are held in
a fiduciary capacity by either The First National Bank of Chicago ("FNBC") or
American National Bank and Trust Company of Chicago ("ANB"). FNBC may be deemed
to beneficially own 73,041 Shares; FNBC has sole voting power over 73,041
Shares, sole dispositive power over 66,941 Shares and shared dispositive power
over 6,100 Shares. ANB may be deemed to beneficially own 387,243 Shares; ANB
has sole voting and dispositive power over 386,920 1/2 Shares and shared voting
and dispositive power over 322 1/2 Shares. FCC disclaims any ownership of such
Shares held by FNBC or ANB.
To the best of FCC's knowledge without any independent investigation,
no executive officer or director of FCC is a beneficial owner of NBD Common
Stock.
Except for the issuance of the NBD Option, no transactions in NBD
Common Stock were effected during the past 60 days by FCC or, to the best of
FCC's knowledge, by any executive officer or director of FCC. In addition, no
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
covered by this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
NBD Option Agreement
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Set forth below is a description of selected provisions of the NBD Option
Agreement. Such description is qualified in its entirety by reference to the
copy of the NBD Option Agreement included as Exhibit 3 to the FCC Form 8-K.
The NBD Option Agreement provides for the purchase by FCC of up to
31,270,000 Shares, subject to certain adjustments (the "NBD Option Shares") at
an exercise price, subject to certain adjustments, of $32-1/2 per share, payable
in cash. The NBD Option Shares, if issued pursuant to the NBD Option Agreement,
would represent approximately 19.9% of the NBD Common Stock issued and
outstanding without giving effect to the issuance of any Shares pursuant to an
exercise of the NBD Option.
The number of Shares subject to the NBD Option will be increased or
decreased to the extent that NBD issues additional
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Shares (otherwise than pursuant to an exercise of the NBD Option) or redeems,
repurchases, retires or otherwise causes to be no longer outstanding Shares such
that the number of Shares subject to the NBD Option continues to equal 19.9% of
the NBD Common Stock then issued and outstanding, without giving effect to the
issuance of Shares pursuant to an exercise of the NBD Option. In the event of
any change in, or distributions in respect of, the NBD Common Stock by reason of
stock dividends, split-ups, mergers, recapitalizations, combinations,
subdivisions, conversions, exchanges of shares, distributions on or in respect
of the NBD Common Stock that would be prohibited under the terms of the Merger
Agreement, or the like, the type and number of Shares subject to the NBD Option,
and the applicable exercise price per NBD Option Share, will be appropriately
adjusted in such manner as to fully preserve the economic benefits provided
under the NBD Option Agreement.
FCC or any other holder or holders of the NBD Option (collectively, the
"Holder") may exercise the NBD Option, in whole or in part by sending notice
within 90 days (subject to extension as provided in the NBD Option Agreement)
after the occurrence of an "Initial Triggering Event" and a "Subsequent
Triggering Event" prior to termination of the NBD Option. The term "Initial
Triggering Event" is defined as the occurrence of any of the following events:
(i) NBD or any of its subsidiaries (each an "NBD Subsidiary"), without
having received FCC's prior written consent, shall have entered into an
agreement to engage in an Acquisition Transaction (as hereinafter defined) with
any person (the term "person" for purposes of the FCC Option Agreement having
the meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations
thereunder) other than FCC or any of its Subsidiaries (each an "FCC Subsidiary")
or the Board of Directors of NBD shall have recommended that the stockholders of
NBD approve or accept any such Acquisition Transaction. For purposes of the FCC
Option Agreement, "Acquisition Transaction" shall mean (w) a merger or
consolidation, or any similar transaction, involving NBD or any Significant
Subsidiary (as defined in Rule 1-02 of Regulation S-X promulgated by the
Securities and Exchange Commission (the "SEC")) of NBD, (x) a purchase, lease,
or other acquisition of all or a substantial portion of the assets or deposits
of NBD or any Significant Subsidiary (as defined in the FCC Option Agreement) of
NBD, (y) a purchase or other acquisition (including by way of merger,
consolidation, share exchange or otherwise) of securities representing 10
percent or more of the voting power of
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NBD, or (z) any substantially similar transaction; provided, however, that in no
event shall any merger, consolidation, purchase, or similar transaction
involving only NBD and one or more of its Subsidiaries or involving only any two
or more of such Subsidiaries, be deemed to be an Acquisition Transaction,
provided any such transaction is not entered into in violation of the terms of
the Merger Agreement; and provided, further, that any transaction described in
this sentence that is expressly permitted by the Merger Agreement shall not be
deemed to be an Acquisition Transaction;
(ii) NBD or any NBD Subsidiary, without having received FCC's prior written
consent, shall have authorized, recommended, proposed, or publicly announced its
intention to authorize, recommend, or propose, to engage in an Acquisition
Transaction with any person other than FCC or an FCC Subsidiary, or the Board of
Directors of NBD shall have publicly withdrawn or modified, or publicly
announced its interest to withdraw or modify, in any manner adverse to FCC, its
recommendation that the stockholders of NBD approve the transactions
contemplated by the Merger Agreement;
(iii) Any person other than FCC, any FCC Subsidiary, or any NBD Subsidiary
acting in a fiduciary capacity in the ordinary course of its business (and other
than any person who (a) as of the date of the NBD Option Agreement beneficially
owned 10% or more of the outstanding shares of NBD Common Stock and (b) would
have been eligible to use Schedule 13G but for the fact that such person owned
10% or more of the outstanding shares of NBD Common Stock) shall have acquired
beneficial ownership or the right to acquire beneficial ownership of 10 percent
or more of the outstanding shares of NBD Common Stock (the term "beneficial
ownership" for purposes of the NBD Option Agreement having the meaning assigned
thereto in Section 13(d) of the 1934 Act, and the rules and regulations
thereunder);
(iv) Any person other than FCC or any FCC Subsidiary shall have made a bona
fide proposal to NBD or its stockholders by public announcement or written
communication that is or becomes the subject of public disclosure to engage in
an Acquisition Transaction;
(v) After an overture is made by a third party to NBD or its stockholders
to engage in an Acquisition Transaction, NBD shall have breached any covenant or
obligation contained in the Merger Agreement and such breach (x) would entitle
FCC to terminate the Merger Agreement
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and (y) shall not have been cured prior to the date of the written notice
exercising the NBD Option; or
(vi) Any person other than FCC or any FCC Subsidiary, other than in
connection with a transaction to which FCC has given its prior written consent,
shall have filed an application or notice with the Federal Reserve Board, or
other federal or state bank regulatory authority, which application or notice
has been accepted for processing, for approval to engage in an Acquisition
Transaction.
"Subsequent Triggering Event" is defined as either (A) the acquisition by
any person of beneficial ownership of 20 percent or more of the then outstanding
NBD Common Stock, or (B) the occurrence of the Initial Triggering Event
described in clause (i) above, except that the percentage referred to in
subclause (y) thereof shall be 20 percent.
Within 90 days (subject to extension as provided in the NBD Option
Agreement) after a Subsequent Triggering Event prior to the termination of the
NBD Option, FCC (on behalf of itself or any subsequent Holder) may demand that
the NBD Option and the related NBD Option Shares be registered under the
Securities Act of 1933, as amended (the "Securities Act"). Upon such demand,
NBD must effect such registration promptly, subject to certain exceptions. FCC
is entitled to two such registrations.
The NBD Option terminates (i) at the Effective Time, (ii) upon termination
of the Merger Agreement in accordance with the terms thereof prior to the
occurrence of an Initial Triggering Event except a termination by FCC pursuant
to Section 8.1(d) of the Merger Agreement (unless the breach by NBD giving rise
to such right of termination is nonvolitional), or (iii) twelve months after
termination of the Merger Agreement following the occurrence of an Initial
Triggering Event or if the termination is by FCC pursuant to Section 8.1(d) of
the Merger Agreement (unless the breach by NBD giving rise to such right of
termination is nonvolitional) (provided that if an Initial Triggering Event
occurs after or continues beyond such termination and prior to the passage of
such twelve-month period, the NBD Option will terminate twelve months from the
expiration of the last Initial Triggering Event to expire, but in no event more
than eighteen months after such termination).
Immediately prior to the occurrence of a Repurchase Event (as defined
below), NBD is required (i) at the request of the Holder delivered prior to
termination of the NBD Option, to repurchase the NBD Option from the Holder at a
price ("NBD Option Repurchase Price") equal to the amount by which (x) the
"Market/Offer Price" (as hereinafter defined) exceeds (y) the
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then applicable NBD Option exercise price, multiplied by the number of shares
for which the NBD Option may than be exercised; and (ii) at the request of the
owner of NBD Option Shares from time to time (the "Owner") delivered within 90
days of such occurrence, to repurchase such number of NBD Option Shares from the
Owner as the Owner designates at a price per share (the "NBD Option Share
Repurchase Price") equal to the "Market/Offer Price." "Market/Offer Price"
means the highest of (A) the price per share of NBD Common Stock at which a
tender offer or exchange offer therefor has been made, (B) the price per share
of NBD Common Stock to be paid by any third party pursuant to an agreement with
NBD, (C) the highest closing price for shares of NBD Common Stock within the
six-month period immediately preceding the date the Holder gives notice of the
required repurchase of the NBD Option or the Owner gives notice of the required
repurchase of NBD Option Shares, as the case may be, and (D) in the event of the
sale of all or a substantial portion of NBD's assets, the sum of the price paid
in such sale for such assets and the current market value of the remaining
assets of NBD divided by the number of shares of NBD Common Stock then
outstanding. "Repurchase Event" means (i) the consummation of any merger,
consolidation or similar transaction involving NBD or any purchase, lease or
other acquisition of all or a substantial portion of the assets of NBD, other
than any such transaction which would not constitute an Acquisition Transaction
(as defined above) or (ii) the acquisition by any person of beneficial ownership
of 50% or more of the then outstanding shares of NBD Common Stock, provided that
no such event shall constitute a Repurchase Event unless a Subsequent Triggering
Event shall have occurred prior to an Exercise Termination Event.
In the event that prior to termination of the NBD Option, NBD enters into
an agreement (i) to consolidate with or merge into any person other than FCC or
one of its subsidiaries and shall not be the continuing or surviving corporation
of such consolidation or merger, (ii) to permit any person other than FCC or one
of its subsidiaries to merge into NBD with NBD as the continuing or surviving
corporation, but in connection therewith the then outstanding shares of NBD
Common Stock are changed into or exchanged for securities of any other person or
cash or any other property, or the then outstanding shares of NBD Common Stock
after such merger represent less than 50% of the outstanding voting shares and
voting share equivalents of the merged company, or (iii) to sell or transfer all
or substantially all of its assets to any entity other than FCC or one of its
subsidiaries, then such agreement shall provide that the NBD Option be converted
into or exchanged for an option (a "Substitute Option") to purchase shares of
common stock of, at the Holder's option, either (x) the continuing or surviving
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corporation of a merger or consolidation or the transferee of all or
substantially all of NBD's assets, or (y) the person controlling such continuing
or surviving corporation or transferee. The number of shares subject to the
Substitute Option and the exercise price per share will be determined in
accordance with a formula in the NBD Option Agreement. To the extent possible,
the Substitute Option will contain terms and conditions that are the same as
those in the NBD Option.
The issuer of the Substitute Option will be required to repurchase the
Substitute Option at the request of the holder thereof and to repurchase any
shares of such issuer's common stock ("Substitute Common Stock") issued upon
exercise of a Substitute Option ("Substitute Shares") at the request of the
owner thereof. The repurchase price for a Substitute Option will equal the
amount by which (A) the "Highest Closing Price" (as defined below) exceeds (B)
the exercise price of the Substitute Option, multiplied by the number of shares
of Substitute Common Stock for which the Substitute Option may then be
exercised, plus FCC's out-of-pocket expenses. The repurchase price for
Substitute Shares shall equal the "Highest Closing Price" multiplied by the
number of Substitute Shares to be repurchased, plus FCC's out-of-pocket
expenses. As used herein, "Highest Closing Price" means the highest closing
price for shares of Substitute Common Stock within the six-month period
immediately preceding the date the holder gives notice of the required
repurchase of the Substitute Option or the owner gives notice of the required
repurchase of Substitute Shares, as the case may be.
Neither NBD nor FCC may assign any of its respective rights and obligations
under the NBD Option Agreement or the NBD Option to any other person without the
other party's express written consent, except that if a Subsequent Triggering
Event occurs prior to termination of the NBD Option, within 90 days thereafter
(subject to extension as provided in the NBD Option Agreement), FCC, subject to
the express provisions hereof, may assign in whole or in part its rights and
obligations thereunder; provided, however, that until 15 days after the Federal
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Reserve Board approves an application by FCC to acquire the NBD Option Shares,
FCC may not assign its rights under the NBD Option except in (i) a widely
dispersed public distribution, (ii) a private placement in which no one party
acquires the right to purchase in excess of 2% of the voting shares of NBD,
(iii) an assignment to a single party for the purpose of conducting a widely
dispersed public distribution on FCC'S behalf, or (iv) any other manner approved
by the Federal Reserve Board.
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The rights and obligations of NBD and FCC under the NBD Option Agreement
are subject to receipt of any required regulatory approvals, and both parties
have agreed to use their best efforts in connection therewith. These include,
but are not limited to, seeking approval to list shares of NBD Common Stock on
the NYSE upon official notice of issuance and applying to the Federal Reserve
Board for approval to acquire the NBD Option Shares.
Merger Agreement
- ----------------
Set forth below is a description of certain provisions of the Merger
Agreement; certain other provisions are described under Item 4 of this Schedule
13D. Such descriptions are qualified in their entirety by reference to the copy
of the Merger Agreement filed as Exhibit 1 to the FCC Form 8-K.
Pursuant to the Merger Agreement, FCC and NBD generally have agreed to
operate their respective businesses and engage in transactions only in the
ordinary course of business, to preserve intact their respective business
organization, and to take no action that would adversely affect the ability of
either to obtain any necessary approvals of governmental authorities or to
perform its covenants under the Merger Agreement. However, FCC and NBD also
have agreed that prior to the Effective Time of the Merger, neither party may,
except with the prior written consent of the other party or as permitted by the
Merger Agreement or the NBD or FCC Option Agreements: (i) other than in the
ordinary course of business consistent with past practice, incur long-term
indebtedness, guarantee or otherwise accommodate the obligations of another
person, or make any loan or advance; (ii) adjust, split, combine, reclassify,
pay dividends on, redeem or otherwise acquire, grant options on, or issue
additional shares of its capital stock (subject to specified exceptions); (iii)
other than in the ordinary course of business consistent with past practice or
pursuant to contracts or agreements in force on the date of the Merger
Agreement, sell, mortgage, encumber or otherwise dispose of its assets or cancel
or assign any indebtedness; (iv) other than in the ordinary course of business
consistent with past practice make any material investments; (v) other than in
the ordinary course of business consistent with past practice enter into or
terminate any material contract; (vi) other than in the ordinary course of
business consistent with past practice increase the compensation or otherwise
enter an agreement for the benefit of an employee; (vii) solicit or authorize
acquisition inquiries from other parties; (viii) other than in the ordinary
course of business consistent with past practice settle any claim; (ix) take
certain actions that would impede the Merger
Page 15
<PAGE>
from going forth as proposed; (x) amend its certificate of incorporation or by-
laws; (xi) restructure its investment security portfolio or its gap position;
(xii) take any action that would render any representation or warranty
materially untrue; or (xiii) agree to take any of the actions prohibited by the
foregoing.
FCC and NBD each will pay all expenses incurred by it in connection with
the transactions contemplated by the Merger Agreement, except that FCC and NBD
will pay equally the costs of printing and mailing the joint proxy statement and
all filing and other fees paid to the SEC in connection with the Merger.
FCC Option Agreement
- --------------------
The following description of the FCC Option Agreement is qualified in its
entirety by reference to the copy of the FCC Option Agreement filed as Exhibit 2
to the FCC Form 8-K.
The FCC Option Agreement provides for the purchase by NBD of up to
17,854,000 shares, subject to certain adjustments, of FCC Common Stock (the "FCC
Option Shares") at an exercise price, subject to certain adjustments, of $60-1/8
per share, payable in cash. The FCC Option Shares, if issued pursuant to the
FCC Option Agreement, would represent approximately 19.9% of the FCC Common
Stock issued and outstanding without giving effect to the issuance of any shares
pursuant to an exercise of the FCC Option. With the exception of the amount of
shares subject to the option and the price at which the option may be exercised,
the terms of the FCC Option Agreement are substantially identical in all
respects to those of the NBD Option Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Schedule 13D:
Exhibit 1 - Name, Business Address, and Present Principal Occupation of Each
Executive Officer and Director of First Chicago Corporation.
Exhibit 2 - Stock Option Agreement, dated as of July 11, 1995, by and between
NBD Bancorp, Inc., as issuer, and First Chicago Corporation, as
grantee (incorporated by reference to Exhibit 3 to First Chicago
Corporation's Current Report on Form 8-K dated the date hereof).
Page 16
<PAGE>
Exhibit 3 - Agreement and Plan of Merger, dated as of July 11, 1995, by and
between NBD Bancorp, Inc. and First Chicago Corporation
(incorporated by reference to Exhibit 1 to First Chicago
Corporation's Current Report on Form 8-K dated the date hereof).
Exhibit 4 - Stock Option Agreement, dated as of July 11, 1995, by and between
First Chicago Corporation, as issuer, and NBD Bancorp, Inc., as
grantee (incorporated by reference to Exhibit 2 to First Chicago
Corporation's Current Report on Form 8-K dated the date hereof).
Exhibit 5 - Press Release, dated July 12, 1995, relating to transactions
between First Chicago Corporation and NBD Bancorp, Inc.
(incorporated by reference to Exhibit 4 to First Chicago
Corporation's Current Report on Form 8-K dated the date hereof).
Page 17
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
FIRST CHICAGO CORPORATION
By: /s/ Maurice E. Moore
----------------------------
Name: Maurice E. Moore
Title: Senior Vice President
and Treasurer
July 19, 1995
Page 18
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
<S> <C> <C>
99.1 - Name, Business Address, and Present
Principal Occupation of Each Execu-
tive Officer and Director of First
Chicago Corporation.
99.2 - Stock Option Agreement, dated as of
July 11, 1995, by and between NBD
Bancorp, Inc., as issuer, and First
Chicago Corporation, as grantee
(incorporated by reference to Exhibit
3 to First Chicago Corporation's Current
Report on Form 8-K dated the date hereof).
99.3 - Agreement and Plan of Merger, dated
as of July 11, 1995, by and between
NBD Bancorp, Inc. and First Chicago
Corporation (incorporated by reference
to Exhibit 1 to First Chicago
Corporation's Current Report on
Form 8-K dated the date hereof).
99.4 - Stock Option Agreement, dated as of
July 11, 1995, by and between First
Chicago Corporation, as issuer, and
NBD Bancorp, Inc., as grantee
(incorporated by reference to
Exhibit 2 to First Chicago Corporation's
Current Report on Form 8-K dated the
date hereof).
99.5 - Press Release, dated July 12, 1995,
relating to transactions between First
Chicago Corporation and NBD Bancorp, Inc.
(incorporated by reference to Exhibit 4
to First Chicago Corporation's Current
Report on Form 8-K dated the date hereof).
</TABLE>
Page 19
<PAGE>
EXHIBIT 99.1
------------
DIRECTORS OF FCC
----------------
<TABLE>
<CAPTION>
Name, Business and
Names Principal Occupation Address where Employed
- -------------------- --------------------------- -------------------------
<S> <C> <C>
Richard L. Thomas Chairman of the Board First Chicago Corporation
and Chief Executive Officer One First National Plaza
Chicago, Illinois 60670
Richard M. Morrow Retired Chairman of the Amoco Corporation
Board 200 East Randolph Drive
Suite 7909
Chicago, Illinois 60601
Donald P. Jacobs Dean, J.L. Kellogg Graduate Northwestern University
School of Management Leverone Hall
2001 Sheridan Road
Evanston, Illinois 60208
John H. Bryan Chairman of the Board and Sara Lee Corporation
Chief Executive Officer Three First National Plaza
Suite 4400
Chicago, Illinois 60602-4260
Patrick G. Ryan President and Chief Aon Corporation
Executive Officer 123 North Wacker Drive
Chicago, Illinois 60606
Roger W. Stone Chairman of the Board Stone Container Corporation
President and Chief 150 North Michigan Avenue
Executive Officer Chicago, Illinois 60601-7568
Jerry K. Pearlman Retired Chairman and Chief Zenith Electronics Corporation
Executive Officer 1000 Milwaukee Avenue
Glenview, Illinois 60025
James J. O'Connor Chairman and Chief Unicom Corporation
Executive Officer One First National Plaza
Chicago, Illinois 60690
Earl L. Neal Principal Earl L. Neal & Associates
111 West Washington Street
Suite 1700
Chicago, Illinois 60602
Jack F. Reichert Chairman of the Board Brunswick Corporation
One North Field Court
Lake Forest, Illinois 60045
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Adele Simmons President The John D. and Catherine T.
MacArthur Foundation
140 South Dearborn
Suite 1100
Chicago, Illinois 60603
Dean L. Buntrock Chairman of the Board WMX Technologies, Inc.
and Chief Executive 3003 Butterfield Road
Officer Oak Brook, Illinois 60521
James S. Crown General Partner Henry Crown and Company
222 North LaSalle Street
Suite 2000
Chicago, Illinois 60601
Leo F. Mullin** President and Chief First Chicago Corporation
Operating Officer One First National Plaza
Chicago, Illinois 60670
David T. Vitale Vice Chairman of the Board First Chicago Corporation
One First National Plaza
Chicago, Illinois 60670
Donald V. Fites Chairman of the Board and Caterpillar Inc.
Chief Executive Officer 100 N.E. Adams
Peoria, Illinois 61629
Andrew J. McKenna Chairman of the Board, Schwarz Paper Company
President and Chief 8338 North Austin Avenue
Executive Officer Morton Grove, Illinois 60053
</TABLE>
* As of July 14, 1995, Mr. Thomas was also elected President of FCC.
** Mr. Mullin resigned as Director, President and Chief Operating
Officer of FCC as of July 13, 1995.
2
<PAGE>
Executive Officers of First Chicago Corporation ("FCC")
-------------------------------------------------------
<TABLE>
<CAPTION>
Name Title with FCC
- ---- --------------
<S> <C>
Richard L. Thomas* Chairman and Chief
Executive Officer
Leo F. Mullin** President and Chief
Operating Officer
David J. Vitale Vice Chairman
Marvin James Alef, Jr. Executive Vice President
John W. Ballantine Executive Vice President
Sherman I. Goldberg Executive Vice President
Thomas H. Hodges Executive Vice President
Donald R. Hollis Executive Vice President
W.G. Jurgensen Executive Vice President
Scott P. Marks, Jr. Executive Vice President
Robert A. Rosholt Executive Vice President
and Chief Financial Officer
Alan F. Delp Chairman of the Board, President
and Chief Executive Officer,
American National Corporation
American National Bank and Trust
Company of Chicago
33 North LaSalle Street
Chicago, Illinois 60609
</TABLE>
Such employment is conducted for FCC at One First National Plaza, Chicago,
Illinois 60670.
* As of July 14, 1995, Mr. Thomas was also elected President of FCC
and FNBC.
** Mr. Mullin resigned as Director, President and Chief Operating
Officer of FCC and FNBC as of July 13, 1995.
3
