SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ....)*
NATIONAL CITY CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
635405103
(CUSIP Number)
Thomas W. Lambert
First of America Bank Corporation
211 South Rose Street, Kalamazoo, Michigan 49007
(616) 376-9000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 1997
(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 [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
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 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
CUSIP No. 635405103
1) Name of Reporting Persons I.R.S. Identification No. of Above
Persons (entities only)
First of America Bank Corporation 38-1971791
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) _______________________________
(b) _______________________________
3) SEC Use Only _______________________________________
4) Source of Funds (See Instructions) WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization Michigan
7) Sole Voting Power -0-
Number of
Shares 8) Shared Voting Power -0-
Beneficially
Owned By Each 9) Sole Dispositive Power -0-
Reporting
Person With 10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each
Reporting Person 0*
*Pursuant to Rule 13d-4, the Reporting Person
disclaims beneficial ownership of 21,110,884
shares, or 9.09% of the shares deemed outstanding,
which are the subject of a Stock Option Agreement.
See Item 5 of this Schedule 13D.
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions) X
13) Percent of Class Represented by Amount in Row (11) 0.0%
14) Type in Reporting Person (See Instructions) CO<PAGE>
Item 1. Security and Issuer.
The class of securities to which this statement relates
is the Common Stock, par value $4.00 per share (the "Common
Stock"), of National City Corporation, a Delaware corporation
("NCC"). NCC's principal office address is 1900 East Ninth
Street, Cleveland, Ohio 44114-3484.
Item 2. Identity and Background.
This statement is filed on behalf of First of America
Bank Corporation, a Michigan corporation ("FOA"). FOA's
principal office address is 211 South Rose Street, Kalamazoo,
Michigan 49007. FOA is a bank holding company and its
principal business is the ownership and operation of commercial
banks and other providers of financial services. During the last
five years FOA has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and it has
not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws was issued in which there was a
finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
FOA would use its working capital to pay the exercise
price of the Option (as defined in Item 4, below).
Item 4. Purpose of the Transaction.
FOA and NCC entered into an Agreement and Plan of
Merger, dated as of November 30, 1997 (the "Merger Agreement"),
providing for the merger of FOA into NCC or a wholly owned
subsidiary thereof (the "Merger"). A copy of the Merger
Agreement is attached to this Schedule 13D as Exhibit 1.2. As a
condition to FOA's entry into the Merger Agreement, and in
consideration therefor, NCC simultaneously entered into a Stock
Option Agreement, dated as of November 30, 1997, with FOA (the
"Option Agreement"). The descriptions of various provisions of
the Option Agreement included in this Schedule 13D are qualified
in their entirety by the Option Agreement, a copy of which is
filed herewith as Exhibit 1.1 and incorporated by reference
herein.
Under the Option Agreement NCC granted FOA an option to
purchase, upon the occurrence of certain events specified in the
Option Agreement, up to 21,110,884 shares of the Common Stock at
a price, subject to certain adjustments, of $66.75 per share (the
"Option"). The number of shares of the Common Stock subject to
the Option represents 9.09% of the number of shares of the Common
Stock deemed outstanding for this purpose. The Option is
intended to increase the likelihood that the Merger will be
consummated by making it more expensive and more difficult for a
third party to acquire control of NCC.
Other than the Option, FOA has no plans or proposals
relating to, or that would result in, the acquisition by any
person of additional shares of the Common Stock or disposition of<PAGE>
any such shares. Other than the Merger Agreement, FOA has no
plans or proposals relating to, or that would result in, an
extraordinary corporate transaction involving NCC or any of its
subsidiaries. Pursuant to the Merger Agreement, following
consummation of the Merger, Richard F. Chormann, Chairman,
President and Chief Executive Officer of FOA, will become a Vice
Chairman of NCC. In addition, five current members of the Board
of Directors of FOA, including Mr. Chormann, will be added to the
Board of Directors of NCC.
Item 5. Interest in Securities of the Issuer.
The Option provides FOA with the right, upon the
occurrence of certain events specified in the Option Agreement,
to purchase up to 21,110,884 shares of the Common Stock or 9.09%
of the number of shares of the Common Stock deemed outstanding
for this purpose. FOA disclaims beneficial ownership of all
shares of the Common Stock covered by the Option. FOA
beneficially owns no other shares of the Common Stock. FOA would
have sole power to vote and to dispose of shares of the Common
Stock issued to it by NCC upon any exercise of the Option. Other
than execution of the Option Agreement, FOA has effected no
transactions in the Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
See Items 3, 4 and 5 of this Schedule 13D and Exhibit
1.1.
Item 7. Material to be Filed as Exhibits.
Exhibit 1.1 Stock Option Agreement, dated as of
November 30, 1997, between National City Corporation and First of
America Bank Corporation is incorporated by reference to Exhibit
2.3 to FOA's Current Report on Form 8-K dated November 30, 1997
as filed with the Securities and Exchange Commission (the "8-K").
Exhibit 1.2 Agreement and Plan of Merger, dated as
of November 30, 1997, by and between National City Corporation
and First of America Bank Corporation is incorporated by
reference to Exhibit 2.1 to NCC's Current Report on Form 8-K as
filed with the Securities and Exchange Commission in December 9,
1997.<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 OF AMERICA BANK CORPORATION
December 12, 1997 By: /s/ THOMAS W. LAMBERT
Date Thomas W. Lambert
Executive Vice President and
Chief Financial Officer
ATTENTION: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 USC 10001).<PAGE>
