SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1936)
MICHIGAN NATIONAL CORPORATION
(Name of Issuer and Person Filing Statement)
Common Stock, par value $10.00 per share
(Title of Class of Securities)
594563 108
(CUSIP Number)
Lawrence L. Gladchun, Esq.
Senior Vice President
General Counsel and Secretary
Michigan National Corporation
27777 Inkster Road
Farmington Hills, MI 48334
(810) 473-3000
(Name, address and telephone number of person authorized
to receive notices and communications)
copy to
Edward D. Herlihy, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
December 2, 1994
(Date Tender Offer, Proration Period,
and Withdrawal Rights Expired) <PAGE>
Amount Previously Paid: $33,455.70 Filing Party: Issuer
Form or Registration No.: 13E-4 Date Filed: November 3, 1994<PAGE>
CUSIP NO. 594563108 Page 3 of 5 Pages
This Amendment No. 1 amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 (the "Statement"), dated
November 3, 1994, filed by Michigan National Corporation, a Delaware
corporation (the "Company"), relating to the Company's offer to
purchase up to 1,858,650 outstanding shares of its Common Stock, par
value $10.00 per share (the "Shares") (including the associated
Preferred Share Purchase Rights), at a price not greater than $90
nor less than $78 per share, net to the seller in cash, all upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated November 3, 1994 (the "Offer"), and related Letter
of Transmittal, copies of which are attached as Exhibits (a)(1) and
(a)(2), respectively, to the Statement.
Item 1. Security and Issuer.
The Offer expired at 5:00 P.M., New York City time, on
Friday, December 2, 1994. As provided in the Offer, the corporation
increased the number of Shares sought in the Offer by approximately
2% of the outstanding Shares. The Company purchased 2,166,050
Shares at a purchase price of $78 per Share. The final proration
factor for the Offer is 42.3 percent.
Item 8. Additional Information.
(e) On December 5, 1994, the Company issued a press release, a
copy of which is filed as Exhibit (a)(12) hereto and
incorporated herein by reference. On December 13, 1994, the
Company issued a press release, a copy of which is filed as
Exhibit (a)(13) hereto and incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended to add the following Exhibits:
(a)(12) Press Release, dated December 5, 1994.
(a)(13) Press Release, dated December 13, 1994.<PAGE>
CUSIP NO. 594563108 Page 4 of 5 Pages
After due 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.
MICHIGAN NATIONAL CORPORATION
By /s/ Robert J. Mylod
Robert J. Mylod
Chairman of the Board and
Chief Executive Officer
Dated: December 13, 1994<PAGE>
CUSIP NO. 594563108 Page 5 of 5 Pages
INDEX TO EXHIBITS
Exhibit
Number Description
(a)(12) Press Release, dated December 5, 1994
(a)(13) Press Release, dated December 13, 1994
Exhibit (a)(12)
MICHIGAN NATIONAL ANNOUNCES COMPLETION OF SELF TENDER
OFFERS AS PART OF BROAD RESTRUCTURING INITIATIVE
FARMINGTON HILLS, Michigan, December 5, 1994 -- Michigan
National Corp. (MNCO) today announced that its self tenders
were completed at 5:00 P.M., Friday, December 2, 1994. The
corporation expects to purchase 2,166,050 shares of its common
stock or approximately 14% of the shares outstanding as of
December 2, 1994, and 294,847 of the Cancelable Mandatory Stock
Purchase Contracts ("Contracts").
The self tenders are part of a strategic restructuring,
consisting of three major components, developed to enhance
shareholder value. As the corporation previously announced,
its first step is to refocus on its strong Michigan banking
business. Primary emphasis is being placed on growing the
middle market commercial franchise, upscale and mass market
groups and strong fee generating businesses. Implementation of
this strategic focus has resulted in the sale, or the
initiations of efforts to sell, all non-Michigan subsidiaries
and the mortgage servicing portfolio and operations of the
corporation's mortgage banking subsidiary. The investment in
these businesses, in the aggregate, generated and internal rate
of return of 18% for shareholders and largely provided the
capital required for the tender offers. The second component
is to improve the efficiency and profitability of the Michigan
banking business. Previously announced Project Streamline is
expected to improve pretax profits by $85 million and
significantly improve the corporation's efficiency ratio, the
benchmark for measuring efficiency in the banking industry.
"Project Streamline will also enhance customer service," said
Douglas E. Ebert, chief operating officer. "Service will now
be specifically tailored to customer needs." The tender offers
are part of the third component - to reposition the
corporation's balance sheet to increase return on equity by
redeploying that portion of the capital not necessary to
support the core Michigan banking business. Robert J. Mylod,
chairman and chief executive officer, said, "We are confident
of our ability to successfully complete these initiatives.
They are expected to significantly improve return on equity and
earnings per share."
The current equity position of the corporation permits it to
repurchase additional shares of common stock or Contracts from
time and time in open market or privately negotiated
transactions. Rule 13e-4 under the Securities Exchange Act
prohibits the corporation from repurchasing additional common
stock or Contracts for ten business days following completion
of the tender offers.<PAGE>
The corporation preliminary expects to purchase 2,166,050
common shares or about 42% of the shares tendered at the $78
per share purchase price. As provided in the common stock self
tender, the corporation increased the number of shares sought
in the offer by 307,400 (approximately 2% of the outstanding
shares.)
The determination of the actual purchase price and final
proration factor for the common stock is subject to final
confirmation of proper delivery of shares tendered and not
withdrawn, including shares tendered by the guaranteed delivery
procedure. Payment for shares accepted for payment and return
of all shares tendered but not accepted for payment will occur
as soon as practicable after determination of the final
proration factor.
Based on a preliminary count, the corporation will purchase
294,847 Contracts which were properly tendered and not
withdrawn. All Contracts properly tendered have been accepted
for payment.
Michigan National Corp. is a diversified financial services
corporation headquartered in Farmington Hills, Michigan. It
has 188 branches in Michigan and total assets of $9.2 billion.
# # # # #
Exhibit (a)(13)
MICHIGAN NATIONAL CORPORATION ANNOUNCES FINAL
RESULTS OF DUTCH AUCTION SELF TENDER
FARMINGTON HILLS, Michigan, December 13, 1994 -- Michigan
National Corp. (MNCO) today announced the final results of its
self tenders. The tender offers were completed at 5:00 P.M.,
Friday, December 2, 1994. The corporation purchased 2,166,050
shares of its common stock at $78 per share. The final
proration factor for the tender offer for common stock is 42.3
percent. The corporation also purchased 294,847 of its
Cancelable Mandatory Stock Purchase Contracts at a price of
$21.625.
The depositary for both tender offers, First Chicago Trust
Company of New York, will issue payment on Thursday, December
15, 1994, for the shares and/or Contracts accepted under the
tender offers.
Michigan National Corp. is a diversified financial services
corporation headquartered in Farmington Hills, Michigan. It
has 188 branches in Michigan and total assets of $9.8 billion.
# # # # #
