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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
First Chicago Corporation
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(NAME OF ISSUER)
Common Stock, Par Value $5.00 Per Share
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(TITLE OF CLASS OF SECURITIES)
319455101
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(CUSIP NUMBER)
Daniel T. Lis
Secretary -- NBD Bancorp, Inc.
611 Woodward Avenue
Detroit, Michigan 48226
(313) 225-1000
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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 17,854,000 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
89,719,497 shares of the issuer outstanding.
(Continued on following pages)
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CUSIP NO. 319455101 PAGE 2 of Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NBD Bancorp, Inc.
IRS Employer Identification No. 38-1984850
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 17,854,000/1/
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER
17,854,000/1/
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. 319455101 PAGE 3 of Pages
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,854,000/1/
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 First Chicago Corporation of 17,854,000
shares as described herein.
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $5.00 per
share ("FCC Common Stock", an individual share of which, a "Share"), of 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 Bank
Holding Company Act of 1956, as amended (the "BHC Act"). The principal
executive offices of FCC are located at One First National Plaza, Chicago,
Illinois 60670.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by 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 BHC Act. Through bank subsidiaries in
Michigan, Illinois, Indiana, Ohio and Florida, NBD provides domestic retail
banking, worldwide commercial banking, cash management, trust and investment
management services. NBD also engages in mortgage lending and servicing,
insurance, leasing, community development, discount brokerage and data
processing activities through its bank-related subsidiaries to the extent
permitted by the BHC Act. NBD's principal offices are located at 611 Woodward
Ave., Detroit, Michigan 48226.
Other than executive officers and directors, there are no persons or
corporations controlling or ultimately in control of NBD.
During the last five years, to the best of NBD's knowledge, neither
NBD 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 NBD 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 NBD is a citizen of the
United States, except for Siegfried Buschman, who is a citizen of the Federal
Republic of Germany. 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 and director is set forth in Exhibit 1 to this Schedule 13D
and is specifically incorporated herein by reference.
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ITEM 3. SOURCE AND AMOUNT FUNDS OR OTHER CONSIDERATION.
Pursuant to a stock option agreement, dated as of July 11, 1995, by
and between NBD and FCC (the "FCC Option Agreement"), FCC has granted NBD an
irrevocable option to purchase the Shares covered by this Schedule 13D (the "FCC
Option"). Specifically, the FCC Option grants NBD the right to purchase up to
17,854,000 Shares, subject to certain adjustments, at a price, subject to
certain adjustments, of $60-1/8 per Share. The FCC Option was granted by FCC as
a condition of and in consideration for NBD's entering into the Agreement and
Plan of Merger, dated as of July 11, 1995, by and between NBD and FCC (the
"Merger Agreement").
The exercise of the FCC Option for the full number of Shares currently
covered thereby would require aggregate funds of $1,073,471,750. It is
anticipated that, should the FCC Option become exercisable and should NBD elect
to exercise the FCC Option, NBD would obtain the funds for purchase from working
capital.
A copy of the FCC Option Agreement is included as Exhibit 2 to NBD's
Current Report on Form 8-K dated the date hereof (the "NBD 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 FCC Option
Agreement, NBD and FCC 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 "NBD Option Agreement"), pursuant to which NBD granted to FCC an
option (the "NBD Option") to purchase up to 31,270,000 shares, subject to
certain adjustments, of NBD Common Stock (as defined below) at a price, subject
to certain adjustments, of $32-1/2 per share. The FCC Option and the NBD 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 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 Ratio") of common stock, par value $1.00 per
share, of NBD ("NBD Common Stock"). In addition, each share of each series of
preferred stock of FCC (collectively, "FCC Preferred Stock") outstanding
immediately prior to the Effective Time
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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 the 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 serve as Chairman of the
Board of the surviving corporation until its annual meeting of stockholders
(anticipated to be
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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 NBD and FCC 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, NBD 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 FCC Common
Stock or the disposition of shares of FCC Common Stock;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving FCC or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of FCC or any of
its subsidiaries;
(d) Any change in the present Board of Directors or management of FCC,
including any plans or proposals to
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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 FCC;
(f) Any other material change in FCC's business or corporate
structure;
(g) Any changes in FCC's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of FCC by any person; or
(h) Any action similar to any of those enumerated above.
Copies of the Merger Agreement, the NBD 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, 3, and 4, respectively, to the NBD Form 8-K and are incorporated
herein by reference in their entirety.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The FCC Option is not exercisable by NBD except on the occurrence of
certain conditions. Assuming for purposes of this Item 5 that such conditions
occur and NBD becomes entitled to, and elects to purchase Shares pursuant to the
FCC Option, NBD would own 17,854,000 Shares, or approximately 16.6% of the total
number of Shares outstanding as of June 30, 1995, adjusted to reflect the
issuance to NBD of such 17,854,000 Shares.
Because the FCC Option Agreement does not permit NBD to purchase any
Shares until the occurrence of certain events, NBD does not have sole or shared
voting or dispositive power with respect to any Shares, and NBD therefore
disclaims beneficial ownership of the FCC Common Stock subject to the FCC Option
until such time, if ever, that NBD becomes entitled to, and elects to, purchase
Shares. Assuming for purposes of this Item 5, however, that NBD becomes
entitled to exercise the FCC Option, NBD would have the right to purchase up to
17,854,000 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.
Pursuant to Regulation 13D-G, NBD may also be deemed to own
beneficially those Shares held solely in a fiduciary capacity by various banking
subsidiaries of NBD. NBD disclaims any ownership of such Shares.
To the best of NBD's knowledge, no executive officer or director of
NBD is a beneficial owner of FCC Common Stock.
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Except for the issuance of the FCC Option, no transactions in FCC
Common Stock were effected during the past 60 days by NBD or, to the best of
NBD's knowledge, by any executive officer or director of NBD. 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.
FCC Option Agreement
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Set forth below is a description of selected provisions of the FCC Option
Agreement. Such description is qualified in its entirety by reference to the
copy of the FCC Option Agreement included as Exhibit 2 to the NBD Form 8-K.
The FCC Option Agreement provides for the purchase by NBD of up to
17,854,000 Shares, subject to certain adjustments, (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.
The number of Shares subject to the FCC Option will be increased or
decreased to the extent that FCC issues additional Shares (otherwise than
pursuant to an exercise of the FCC Option) or redeems, repurchases, retires or
otherwise causes to be no longer outstanding Shares such that the number of
Shares subject to the FCC Option continues to equal 19.9% of the FCC Common
Stock then issued and outstanding, without giving effect to the issuance of
Shares pursuant to an exercise of the FCC Option. In the event of any change
in, or distributions in respect of, the FCC Common Stock by reason of stock
dividends, split-ups, mergers, recapitalizations, combinations, subdivisions,
conversions, exchanges of shares, distributions on or in respect of the FCC
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 FCC Option, and the
applicable exercise price per FCC Option Share, will be appropriately adjusted
in such manner as to fully preserve the economic benefits provided under the FCC
Option Agreement.
NBD or any other holder or holders of the FCC Option (collectively, the
"Holder") may exercise the FCC Option, in whole or in part by sending notice
within 90 days (subject to extension as provided in the FCC Option Agreement)
after the
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occurrence of an "Initial Triggering Event" and a "Subsequent Triggering Event"
prior to termination of the FCC Option. The term "Initial Triggering Event" is
defined as the occurrence of any of the following events:
(i) FCC or any of its subsidiaries (each an "FCC Subsidiary"), without
having received NBD'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 NBD or any of its Subsidiaries (each
an "NBD Subsidiary") or the Board of Directors of FCC shall have
recommended that the stockholders of FCC 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 FCC or any Significant Subsidiary (as
defined in Rule 1-02 of Regulation S-X promulgated by the Securities and
Exchange Commission (the "SEC")) of FCC, (x) a purchase, lease, or other
acquisition of all or a substantial portion of the assets or deposits of
FCC or any Significant Subsidiary (as defined in the FCC Option Agreement)
of FCC, (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 FCC, or (z) any substantially
similar transaction; provided, however, that in no event shall any merger,
consolidation, purchase, or similar transaction involving only FCC 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) FCC or any FCC Subsidiary, without having received NBD'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 NBD or an NBD
Subsidiary, or the Board of Directors of FCC shall have publicly withdrawn
or modified, or publicly announced its interest to withdraw or modify, in
any manner adverse to NBD, its recommendation that the stockholders of FCC
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approve the transactions contemplated by the Merger Agreement;
(iii) Any person other than NBD, any NBD Subsidiary, or any FCC
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 FCC
Option Agreement beneficially owned 10% or more of the outstanding shares
of FCC 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 FCC Common Stock) shall have acquired beneficial ownership or the
right to acquire beneficial ownership of 10 percent or more of the
outstanding shares of FCC Common Stock (the term "beneficial ownership" for
purposes of this FCC 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 NBD or any NBD Subsidiary shall have made a
bona fide proposal to FCC 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 FCC or its
stockholders to engage in an Acquisition Transaction, FCC shall have
breached any covenant or obligation contained in the Merger Agreement and
such breach (x) would entitle NBD to terminate the Merger Agreement and (y)
shall not have been cured prior to the date of the written notice
exercising the FCC Option; or
(vi) Any person other than NBD or any NBD Subsidiary, other than in
connection with a transaction to which NBD 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
FCC 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 FCC Option
Agreement) after a Subsequent Triggering Event prior to the termination of the
FCC Option, NBD (on behalf of itself
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or any subsequent Holder) may demand that the FCC Option and the related FCC
Option Shares be registered under the Securities Act of 1933, as amended (the
"Securities Act"). Upon such demand, FCC must effect such registration
promptly, subject to certain exceptions. NBD is entitled to two such
registrations.
The FCC 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 NBD pursuant
to Section 8.1(d) of the Merger Agreement (unless the breach by FCC 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 NBD pursuant to Section 8.1(d) of
the Merger Agreement (unless the breach by FCC 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 FCC 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), FCC is required (i) at the request of the Holder delivered prior to
termination of the FCC Option, to repurchase the FCC Option from the Holder at a
price ("FCC Option Repurchase Price") equal to the amount by which (x) the
"Market/Offer Price" (as hereinafter defined) exceeds (y) the then applicable
FCC Option exercise price, multiplied by the number of shares for which the FCC
Option may than be exercised; and (ii) at the request of the owner of FCC Option
Shares from time to time (the "Owner") delivered within 90 days of such
occurrence, to repurchase such number of FCC Option Shares from the Owner as the
Owner designates at a price per share (the "FCC Option Share Repurchase Price")
equal to the "Market/Offer Price." "Market/Offer Price" means the highest of
(A) the price per share of FCC Common Stock at which a tender offer or exchange
offer therefor has been made, (B) the price per share of FCC Common Stock to be
paid by any third party pursuant to an agreement with FCC, (C) the highest
closing price for shares of FCC Common Stock within the six-month period
immediately preceding the date the Holder gives notice of the required
repurchase of the FCC Option or the Owner gives notice of the required
repurchase of FCC Option Shares, as the case may be, and (D) in the event of the
sale of all or a substantial portion of FCC's assets, the sum of the price paid
in such sale for such assets and the current market value of the remaining
assets of FCC divided by the number of shares of FCC Common Stock then
outstanding. "Repurchase Event" means (i)
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the consummation of any merger, consolidation or similar transaction involving
FCC or any purchase, lease or other acquisition of all or a substantial portion
of the assets of FCC, 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
FCC 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 FCC Option, FCC enters into
an agreement (i) to consolidate with or merge into any person other than NBD 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 NBD or one
of its subsidiaries to merge into FCC with FCC as the continuing or surviving
corporation, but in connection therewith the then outstanding shares of FCC
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 FCC 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 NBD or one of its
subsidiaries, then such agreement shall provide that the FCC 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
corporation of a merger or consolidation or the transferee of all or
substantially all of FCC'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 FCC Option Agreement. To the extent possible,
the Substitute Option will contain terms and conditions that are the same as
those in the FCC 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 NBD's out-of-pocket expenses. The repurchase price for
Substitute Shares shall equal the "Highest Closing
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Price" multiplied by the number of Substitute Shares to be repurchased, plus
NBD'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 FCC nor NBD may assign any of its respective rights and obligations
under the FCC Option Agreement or the FCC 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 FCC Option, within 90 days thereafter
(subject to extension as provided in the FCC Option Agreement), NBD, 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 NBD to acquire the FCC Option Shares,
NBD may not assign its rights under the FCC 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 FCC,
(iii) an assignment to a single party for the purpose of conducting a widely
dispersed public distribution on NBD'S behalf, or (iv) any other manner approved
by the Federal Reserve Board.
The rights and obligations of FCC and NBD under the FCC 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 FCC Common Stock on
the NYSE upon official notice of issuance and applying to the Federal Reserve
Board for approval to acquire the FCC Option Shares.
Merger Agreement
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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 NBD 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
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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 FCC or NBD 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 certain 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 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
each 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.
NBD Option Agreement
- --------------------
The following description of the NBD Option Agreement is qualified in its
entirety by reference to the copy of the NBD Option Agreement filed as Exhibit 3
to the NBD Form 8-K.
The NBD Option Agreement provides for the purchase by FCC of up to
31,270,000 shares, subject to certain adjustments, of
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NBD Common Stock (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. 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 NBD Option
Agreement are substantially identical in all respects to those of the FCC 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 NBD Bancorp, Inc.
Exhibit 2 - 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 NBD Bancorp,
Inc.'s Current Report on Form 8-K dated the date hereof).
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 of NBD Bancorp, Inc.'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
NBD Bancorp, Inc., as issuer, and First Chicago Corporation, as
grantee (incorporated by reference to Exhibit 3 of NBD Bancorp,
Inc.'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 NBD Bancorp, Inc.'s
Current Report on Form 8-K dated the date hereof).
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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.
NBD BANCORP, INC.
By: /s/ Daniel T. Lis
----------------------------
Name: Daniel T. Lis
Title: Senior Vice President,
Secretary and
Chief Legal Officer
July 19, 1995
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<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
99. 1 Name, Business Address, and Present
Principal Occupation of Each Execu-
tive Officer and Director of NBD
Bancorp, Inc.
99. 2 Stock Option Agreement, dated as of
July 11, 1995, by and between First
Chicago Corporation, as issuer, and
NBD Bancorp, Inc., as grantee (incorpo-
rated by reference to Exhibit 2 to NBD
Bancorp, Inc.'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 of
NBD Bancorp, Inc.'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 NBD
Bancorp, Inc., as issuer, and First Chicago
Corporation, as grantee (incorporated
by reference to Exhibit 3 of NBD Bancorp,
Inc.'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
NBD Bancorp, Inc.'s Current Report on
Form 8-K dated the date hereof).
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EXHIBIT 99.1
------------
NAME, PRINCIPAL BUSINESS, AND ADDRESS
OF THE DIRECTORS AND EXECUTIVE OFFICERS
OF NBD BANCORP, INC.
---------------------------------------
DIRECTORS
- ---------
Terence E. Adderley
President & CEO
Kelly Services, Inc.
999 W. Big Beaver Road
Troy, Michigan 48084
James K. Baker
Chairman
Arvin Industries, Inc.
1 Noblitt Plaza, Box 3000
Columbus, Indiana 47202
Don H. Barden
Chairman and President
Barden Companies, Inc.
400 Renaissance Center
Suite 2400
Detroit, Michigan 48243
Siegfried Buschmann
Chairman and CEO
The Budd Company
3155 W. Big Beaver Road
Troy, Michigan 48007-2601
Bernard B. Butcher
Retired Senior Consultant,
The Dow Chemical Company
3610 Applewood Road
Midland, Michigan 48640
John W. Day
Retired Executive Vice President,
Allied-Signal Inc.
344 N.E. Plantation Drive
#4708
Stuart, Florida 34996
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<PAGE>
Maureen A. Fay, O.P.
President
University of Detroit Mercy
4001 West McNichols
Detroit, Michigan 48221
Charles T. Fisher III
Retired Chairman and President,
NBD Bancorp, Inc.
100 Renaissance Center
Suite 2412
Detroit, Michigan 48243
Alfred R. Glancy III
Chairman, President and CEO
MCN Corporation
500 Griswold Street - 10th Floor
Detroit, Michigan 48226
Dennis J. Gormley
Chairman, President & CEO
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034
Joseph L. Hudson, Jr.
Chairman
Hudson-Webber Foundation
Suite 1310
333 West Fort Street
Detroit, Michigan 48226
Verne G. Istock
Chairman & CEO
NBD Bancorp, Inc.
P.O. Box 116
Detroit, Michigan 48232
Thomas H. Jeffs II
President & COO
NBD Bancorp, Inc.
P.O. Box 116
Detroit, Michigan 48232
John E. Lobbia
Chairman and CEO
The Detroit Edison Co.
2000 Second Avenue
Detroit, Michigan 48226
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<PAGE>
Richard A. Manoogian
Chairman and CEO
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
William T. McCormick, Jr.
Chairman and CEO
CMS Energy Corporation
Fairlane Plaza South
330 Town Center Drive, Suite 1100
Dearborn, Michigan 48126-2712
Thomas E. Reilly, Jr.
Chairman of the Board
Reilly Industries, Inc.
151 N. Delaware Street, Suite 1510
Indianapolis, Indiana 46204
Irving Rose
Partner
Edward Rose & Sons
30057 Orchard Lake Road, Suite 100
P.O. Box 9070
Farmington Hills, Michigan 48333-9070
Robert C. Stempel
Retired Chairman and CEO
General Motors Corporation
One Northwestern Plaza
28411 Northwestern Highway, Suite 1025
Southfield, Michigan 48034
Peter W. Stroh
Chairman and CEO
The Stroh Companies, Inc.
100 River Place
Detroit, Michigan 48207
Ormand J. Wade
Retired Vice Chairman,
American Information Technologies
Corporation
21 East Pembroke Drive
Lake Forest, Illinois 60045
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<PAGE>
EXECUTIVE OFFICERS
- ------------------
The principal business address of each Executive Officer of NBD Bancorp., Inc.
is 611 Woodward Avenue, Detroit, Michigan 48226
Verne G. Istock Chairman and Chief Executive Officer
Thomas H. Jeffs II President and Chief Operating Officer
Frederick M. Adams, Jr. Executive Vice President
Gordon S. Crimmins Executive Vice President
Robert A. DeAlexandris Executive Vice President
Philip S. Jones Executive Vice President, Treasurer
and Chief Financial Officer
James R. Lancaster Executive Vice President
Thomas J. McDowell Executive Vice President, Chief
Credit Policy and Risk Management
Officer
Susan S. Moody Executive Vice President
Andrew J. Paine, Jr. Executive Vice President
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