SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
National City Bancorporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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NATIONAL CITY BANCORPORATION
651 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402-1611
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1997
TO THE STOCKHOLDERS OF NATIONAL CITY BANCORPORATION:
Please take notice that the Annual Meeting of Stockholders of National City
Bancorporation will be held, pursuant to due call by the Board of Directors of
the Company at Gaviidae Common, 651 Nicollet Mall, Fifth Floor, Minneapolis,
Minnesota, on Monday, April 21, 1997 at 2:00 P.M., or at any adjournment or
postponements thereof, for the purpose of considering and taking appropriate
action with respect to the following:
1. To elect four persons to the Board of Directors for terms ending in
2000.
2. To transact any other business as may properly come before the meeting
or any adjournments or postponements thereof.
Pursuant to due action of the Board of Directors, stockholders of record on
February 21, 1997, will be entitled to vote at the meeting or any adjournments
or postponements thereof.
A PROXY FOR THE MEETING IS ENCLOSED HEREWITH. YOU ARE REQUESTED TO FILL IN
AND SIGN THE PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
NATIONAL CITY BANCORPORATION
/s/ Thomas J. Freed
Thomas J. Freed,
SECRETARY
March 3, 1997
PROXY STATEMENT
OF
NATIONAL CITY BANCORPORATION
651 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402-1611
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
APRIL 21, 1997
PROXIES AND VOTING
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of National City Bancorporation (the "Company") to be
used at the Annual Meeting of Stockholders of the Company to be held Monday,
April 21, 1997, at 2:00 p.m., at Gaviidae Common, 651 Nicollet Mall, Fifth
Floor, Minneapolis, Minnesota. The approximate date on which this Proxy
Statement and the accompanying proxy were first sent or given to stockholders
was March 3, 1997. Each stockholder who signs and returns a proxy in the form
enclosed with this Proxy Statement may revoke the same at any time prior to its
use by giving notice of such revocation to the Company in writing or in open
meeting. Unless so revoked, the shares represented by each such proxy will be
voted at the meeting and at any adjournments or postponements thereof. Presence
at the meeting of a stockholder who has signed a proxy does not alone revoke
that proxy. Only stockholders of record at the close of business on February 21,
1997, will be entitled to vote at the meeting or any adjournments or
postponements thereof. It is the intention of the persons named as proxies in
the accompanying form of proxy, unless such authority is withheld, to vote for
the election of each nominee set forth below. In order to be elected a Director,
a nominee must receive a majority of the votes cast by the shares entitled to
vote in the election at an Annual Meeting at which a quorum is present. The
abstention or failure to vote shares present at an Annual Meeting and broker
nonvotes do not have the effect of a vote "against" a nominee.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only one class of voting securities, Common Stock,
$1.25 par value, of which 7,374,479 shares were outstanding as of the close of
business on the record date, February 21, 1997. Each share of Common Stock is
entitled to one vote.
The following table sets forth, as of February 21, 1997, all persons known by
the Company to be the owner, of record or beneficially, of more than 5% of the
outstanding Common Stock of the Company, for each of the executive officers
named in the Summary Compensation Table and for all executive officers and
directors as a group. David L. Andreas and Lowell W. Andreas are directors of
the Company.
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
- ------------------------------------ ------------ --------
David L. Andreas 502,204(1) 6.8
P.O. Box E1919
Minneapolis, Minnesota 55480
Dorothy Inez Andreas 1,367,291(2) 18.5
P.O. Box 1470
Decatur, Illinois 62525
Dwayne O. Andreas 508,027(3) 6.9
P.O. Box 1470
Decatur, Illinois 62525
Lowell W. Andreas 704,018(4) 9.6
P.O. Box 728
Mankato, Minnesota 56001
Thomas J. Freed 8,801(5) *
All executive officers and directors 1,168,913 15.9
as a group (13 persons)
- ---------------------
* Less than 1%.
(1) Chairman of the Board and Chief Executive Officer of the Company. See
footnote (4) to the table under the heading "Election of Directors."
(2) Includes 24,664 shares held as sole or co-trustee of trusts for members of
Mrs. Andreas' family, in which Mrs. Andreas disclaims beneficial ownership.
Does not include 508,027 shares beneficially owned by spouse, Dwayne O.
Andreas, in which Mrs. Andreas disclaims beneficial ownership. See footnote
(3).
(3) Represents 508,027 shares held as sole or co-trustee of trusts for members
of Mr. Andreas' family, in which Mr. Andreas disclaims beneficial ownership.
Does not include 1,367,291 shares beneficially owned by spouse, Dorothy Inez
Andreas, in which Mr. Andreas disclaims beneficial ownership. See footnote
(2).
(4) See footnote (5) to the table under the heading "Election of Directors."
Included in the shares beneficially owned by Lowell W. Andreas are 412,472
shares reported as beneficially owned by David L. Andreas. See footnote (1).
(5) Secretary and Controller of the Company and Senior Vice President and Chief
Financial Officer of National City Bank of Minneapolis.
ELECTION OF DIRECTORS
The Restated Articles of Incorporation of the Company provide for the division
of the Board of Directors into three classes, with the directors in each class
serving for a term of three years. At the 1997 Annual Meeting of Stockholders
four directors are to be elected to serve until the 2000 Annual Meeting or until
their successors are elected and qualified. The four nominees are currently
serving as directors and have consented, if elected, to serve for a new term.
Management proposes for election to the Board of Directors, the nominees listed
below:
<TABLE>
<CAPTION>
SHARES
PRINCIPAL OCCUPATION, BUSINESS BENEFICIALLY
EXPERIENCE PAST FIVE YEARS AND DIRECTOR OWNED AS OF PERCENT
NAME AND AGE DIRECTORSHIPS IN PUBLIC COMPANIES SINCE DECEMBER 31, 1996 OF CLASS
- ------------ ------------------------------------------- -------- ----------------- --------
<S> <C> <C> <C> <C>
NOMINEES
Terry L. Andreas (54) Chairman of the Board of the School for 1987 227,919(1) 3.1
Field Studies, Beverly, Massachusetts.
Marvin Borman (73) Partner in the law firm of Maslon 1980 45,457(3) (2)
Edelman Borman & Brand, a Professional
Limited Liability Partnership, Minneapolis,
Minnesota, which rendered legal services to
the Company during the past fiscal year.
Kenneth H. Dahlberg (79) Chairman of the Board of Dahlberg, Inc. 1980 7,417 (2)
Thomas E. Holloran (67) Professor, Graduate School of Business, 1993 959 (2)
University of St. Thomas. Mr. Holloran is
also a director of Medtronic, Inc., ADC
Telecommunications, MTS Systems
Corporation and Flexsteel Industries
Incorporated.
CONTINUING DIRECTORS
David L. Andreas (48) Chairman of the Board and Chief 1980* 502,204(4) 6.8
Executive Officer of the Company since
November 1987. President and Chief
Executive Officer of National City Bank
of Minneapolis since September 1994.
From 1991 through September 1994, Mr.
Andreas was Chairman of the Board of
National City Bank of Minneapolis.
Lowell W. Andreas (75) Retired as Chairman of the Board and 1982* 704,018(5) 9.6
Chief Executive Officer of the Company in
1987. Mr. Andreas is a director of
Archer Daniels Midland Company
C. Bernard Jacobs (77) Retired as President and Chief Executive 1974* 61,459(6) (2)
Officer of the Company and Chairman of
The Board of National City Bank of
Minneapolis in 1984. Mr. Jacobs is a
director of Dahlberg, Inc.
Roger H. Scherer (60) Chairman of the Board of Scherer 1990* 5,365 (2)
Brothers Lumber Co., former President and
Chief Executive Officer of Scherer
Brothers Lumber Co.
Wendell R. Anderson (64) Of counsel to the law firm of Larkin, 1980** -- --
Hoffman, Daly & Lindgren Ltd.,
Minneapolis, Minnesota. Mr. Anderson is a
director of Fingerhut Corporation and
Turbo Technologies, Inc.
John H. Daniels, Jr. (49) Partner in the law firm of Willeke and 1982** 2,546 (2)
Daniels, Minneapolis, Minnesota
David C. Malmberg (54) Non-Executive Chairman of the Board of 1994** 1,792 (2)
National City Bank of Minneapolis since
September 1994. Private investor and
consultant since May 1994. Prior to May 1994,
Mr. Malmberg was Vice Chairman of the Board
of National Computer Systems, Inc. ("NCS")
and at various times served as NCS' President
and Chief Operating Officer. Mr. Malmberg is
also a director of Advance Circuits, Inc.,
Three Five Systems, Inc. and Pattern
Processing, Inc.
Walter E. Meadley, Jr. (64) Mr. Meadley retired as Vice Chairman of the 1990** 18,448(7) (2)
Board of National City Bank of Minneapolis
effective December 31, 1995. Mr. Meadley was
Vice Chairman since September 1994. Prior
thereto, Mr. Meadley was President and Chief
Executive Officer of National City Bank of
Minneapolis.
</TABLE>
- ------------------------
(1) Includes 12,332 shares held as co-trustee of trust for child, in which
she disclaims beneficial ownership.
(2) Represents less than 1% of the outstanding shares of the Company's
Common Stock.
(3) Includes 29,841 shares owned by his spouse in which he disclaims
beneficial ownership.
(4) Includes 73,889 shares held as co-trustee of trusts for members of
David L. Andreas' family and in which he disclaims beneficial
ownership, and 15,843 shares held for David L. Andreas by the Company's
Incentive Savings Plan.
(5) Includes 439,505 shares held as sole or co-trustee of trusts for
members of Lowell W. Andreas' family of which Lowell W. Andreas in the
sole or co-trustee and as to which he disclaims beneficial ownership.
(6) Includes 649 shares owned by his spouse in which he disclaims
beneficial ownership.
(7) Includes 8,226 shares held for Mr. Meadley by the Company's Incentive
Savings Plan.
*Term as director expires 1998
**Term as director expires 1999
David L. Andreas is the son of Lowell W. Andreas. Terry L. Andreas is Lowell
W. Andreas' niece and David L. Andreas' first cousin.
The information contained in the foregoing footnotes is for explanatory purposes
only and none of the persons named therein is the beneficial owner of shares
designated as beneficially owned by or held in trust for any other person,
including family members.
All shares represented by proxies will be voted FOR the election of the
foregoing nominees unless otherwise specified; PROVIDED, HOWEVER, that if any
such nominee should withdraw or otherwise become unavailable for reasons not
presently known, such shares may be voted for another person in place of such
nominee in accordance with the best judgment of the persons named in the proxy.
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation earned for each
of the last three fiscal years by the Chief Executive Officer of the Company and
each of the executive officers of the Company and its subsidiaries whose salary
and bonus earned in 1996 exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND --------------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($)(1) BONUS($) COMPENSATION($)(2)
------------------ ---- ------------- --------- ------------------
<S> <C> <C> <C> <C>
David L. Andreas, 1996 250,000 76,200 21,246
Chairman of the Board and Chief 1995 195,000 47,518 12,761
Executive Officer of the Company 1994 165,250 5,727 17,854
Officer of the Company and President and Chief
Executive of National City Bank of Minneapolis
Thomas J. Freed, 1996 112,660 23,073 3,300
Secretary and Controller of 1995 107,410 27,610 2,819
the Company and Senior Vice 1994 102,200 11,704 4,498
President and Chief Financial
Officer of National City Bank of Minneapolis
</TABLE>
- --------------------
(1) The amounts shown as Salary include amounts deferred by the executive
officer into the Company's Incentive Savings Plan, which permits
investment of such amounts in the Company's Common Stock.
(2) Other compensation amounts for 1996 included $4,500 for Mr. Andreas and
$3,380 for Mr. Freed as Company matching contributions to its Incentive
Savings Plan; $16,746 as the value of benefits for Mr. Andreas,
determined as prescribed by the Securities and Exchange Commission for
such valuations, under a "split-dollar" life insurance arrangement.
PENSION PLAN
Effective January 1, 1995, the Company's Pension Plan was amended to provide a
new type of defined benefit, commonly known as a "cash balance" formula. Under
the new formula, pension benefits are based on an employee's hypothetical
account balance, rather than final average compensation and years of service. As
of January 1, 1995, each employee's benefits accrued under the previous formula
were converted to an amount equal to their actuarial present value. That amount
became the employee's hypothetical account balance.
That balance (if any) is increased after January 1, 1995, by hypothetical annual
allocations at the end of each subsequent year of Company service, equal to a
specified percentage of the employee's compensation. The annual allocation
percentage is between 1.5% and 6%, depending on the sum of the employee's age
and Company service. A similar percentage is allocated for any of the employee's
compensation that exceeds the taxable wage base for Social Security taxes. The
hypothetical account is also increased by hypothetical interest for each year
until the benefit is paid, at the greater of six percent annually or a variable
index rate based on certain U.S. Treasury securities. Generally, the "cash
balance" benefit is payable in a lump sum equal to the hypothetical account
balance, or in the form of a life annuity selected by the employee.
Under the Pension Plan's new formula, the estimated annual benefit payable upon
retirement at age 65 for each of Mr. Andreas and Mr. Freed is $88,232 and
$64,414, respectively.
The Pension Plan also provides that certain employees will receive an annual
benefit under the old formula, if that amount is larger than their benefits
under the new formula. The employees eligible for this treatment are those who
have either attained age 55 and completed ten years of Company service, or
attained age 45 and completed twenty years of Company service. Mr. Freed
qualifies for this treatment.
The following table shows the estimated annual benefits payable upon retirement
at age 65 to Mr. Freed, for various combinations of final average salary and
years of service under the Pension Plan's old formula.
<TABLE>
<CAPTION>
QUALIFIED PENSION PLAN TABLE
ESTIMATE ANNUAL RETIREMENT BENEFIT
FINAL YEARS OF SERVICE
AVERAGE -------------------------------------------------------
SALARY 15 20 25 30 35
-------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$100,000 $27,311 $36,415 $45,519 $54,623 $59,623
125,000 34,811 46,415 58,019 69,623 75,873
150,000 42,311 56,415 70,519 84,623 92,123
</TABLE>
For purposes of the old formula under the Company's Pension Plan, final average
salary is based on the "salary" amounts shown in the Summary Compensation Table
for the highest 5 consecutive years within the last ten consecutive years which
produce the highest average. However, beginning in 1994, any of such "salary"
that exceeds $150,000 in any year is excluded from final average salary. The
$150,000 limit will be adjusted for inflation in $10,000 increments, to be added
each time the cumulative adjustment equals or exceeds $10,000. However, the
limit for salary earned in the 1993 calendar year was $235,840, and Pension Plan
benefits based on that compensation will not be reduced below the level accrued
at December 31, 1993. The table assumes the executive had reached age 65 on
January 1, 1997. Benefits under the old Pension Plan formula are computed as an
annuity for a single life, and are not subject to any deduction for Social
Security benefits or other offset amounts.
At December 31, 1996, Mr. Freed's amount of final average salary and number of
years service was $104,194 and 28, respectively.
SALARY CONTINUATION PLAN
As a supplement to the Pension Plan, the Company has adopted a Salary
Continuation Plan pursuant to agreements with certain officers of the Company
and its subsidiaries. Under the Salary Continuation Plan, an officer will be
entitled to a stated annual benefit for a period of 15 years (i) upon retirement
from the Company after attaining age 65, or (ii) upon attaining age 65 if his or
her employment had been previously terminated due to disability. In the event
the executive dies after age 65, but before receiving the full 15 years of
annual benefits, the remaining payments shall be paid to his or her
beneficiaries.
From time to time, the Company may (but is not required to) amend the stated
benefit amount for each executive to provide a benefit up to 50% of the current
salary. However, the annual salary continuation benefit paid to an executive,
plus the annual pension payable to the executive under the Pension Plan, may not
exceed 80% of his or her final average salary as defined in the Pension Plan,
without taking into account the $150,000 salary limit now applied to the Pension
Plan.
If an executive's employment is terminated voluntarily, or involuntarily for
cause, prior to attaining age 65, no salary continuation benefits shall be owing
to the executive unless the executive is eligible for early retirement, because
he or she has attained age 55 and has been employed for at least ten years. In
this event the executive shall be paid a reduced annual benefit beginning at age
65, or an earlier benefit that is reduced further and payable upon termination.
In the event the executive's employment is terminated as a result of a "change
in control" of the Company as defined in the plan, the executive will be
entitled to a reduced annual benefit pursuant to the early retirement terms of
the plan, notwithstanding that the executive is under age 55 or has not been
employed by the Company for 10 years.
David L. Andreas and Thomas J. Freed have entered into Salary Continuation Plan
agreements with the Company that currently provide annual benefits at age 65 of
$97,500 and $53,705, respectively, subject to the 80% maximum benefit limit. If
the 80% limit were applied at the end of 1996, the projected annual benefits of
Mr. Andreas and Mr. Freed at age 65 would be reduced to $97,500 and $25,714,
respectively.
CHANGE IN CONTROL AGREEMENTS
In October 1995, certain officers of the Company and its subsidiaries, including
Mr. Freed (each, an "Officer"), entered into agreements with the Company that
provide for the payment of specified benefits if, within two years after a
"change in control," the Company or its successor terminates the employment of
the Officer other than for death, disability or "cause" (as defined therein); or
if the Officer elects to terminate his employment for "good reason" (as defined
therein). In general, these agreements provide that a "change in control" will
be deemed to have occurred if any person becomes the beneficial owner of 30% or
more of the combined voting power of the outstanding securities of the Company
or National City Bank of Minneapolis, unless (a) the person owned at least 5% of
that voting power on October 25, 1995, or (b) the Company is the surviving
corporation in a merger and a majority of the Company's Board of Directors
remain in office after the merger. The terms of Mr. Freed's agreement provide
that he will receive an amount equal to one and one-half times the sum of his
base salary and the amount that he would otherwise earn for the current fiscal
year under any executive compensation plan.
DIRECTORS FEES
If a Director of the Company or its subsidiaries is an employee of one of them,
the Director receives no added compensation or fees for service as a Director.
Each Director of the Company who is not such an employee receives a $6,000
annual retainer plus $300 for each board or committee meeting attended. In
addition, each non-employee of the Company who is also a director of National
City Bank of Minneapolis receives a $5,000 annual retainer, plus $300 for each
board or committee meeting attended. David C. Malmberg also receives an
additional $25,000 annual retainer for service as Chairman of the Board of the
National City Bank of Minneapolis. Non-employee Directors receive no other forms
of compensation from the Company for service as Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Stock Option and Compensation Committee consists of Marvin Borman,
C. Bernard Jacobs and Roger H. Scherer. Mr. Borman is a partner in the law firm
of Maslon Edelman Borman & Brand, a Professional Limited Liability Partnership,
which rendered legal services to the Company and its subsidiaries during the
past fiscal year. Maslon Edelman Borman & Brand is also a customer of National
City Bank of Minneapolis. Mr. Scherer is the Chairman of the Board of Scherer
Brothers Lumber which is a customer of National City Bank of Minneapolis. Mr.
Scherer is also a customer of National City Bank of Minneapolis. All loans to
Maslon Edelman Borman & Brand, Scherer Brothers Lumber and Mr. Scherer were made
in the ordinary course of business on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than normal risk of
collectibility or present other unfavorable features.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executives generally are made by
the three-member Stock Option and Compensation Committee (the "Compensation
Committee") of the Board. Each member of the Compensation Committee is a
non-employee director. All decisions by the Compensation Committee relating
to the compensation of the Company's executive officers are reviewed by the
full Board. Decisions on compensation of the executives of National City
Bank of Minneapolis, including Messrs. Andreas and Freed are made by a
separate committee comprised of members of the Board of Directors of
National City Bank of Minneapolis. Set forth below is a report prepared by
Messrs. Borman, Jacobs and Scherer in their capacity as the Board's
Compensation Committee addressing the Company's compensation policies for
1996 as they affected the Company's executive officers.
The Compensation Committee's executive compensation policies are designed to
provide competitive levels of compensation that integrate pay with the Company's
annual goals, reward corporate performance, recognize individual initiative and
achievements, and assist the Company in attracting and retaining qualified
executives. Targeted levels of executive compensation are set at levels that the
Compensation Committee believes to be consistent with others in the Company's
industry.
There are two elements in the Company's executive compensation program.
* Base salary compensation
* Annual incentive compensation
Total compensation opportunities are competitive with those offered by employers
of comparable size in our industry.
Base salary compensation is determined by the potential impact the individual
has on the Company, the skills and experiences required by the job, and the
performance and potential of the incumbent in the job.
Annual incentive compensation for executives of the Company's subsidiaries is
based primarily on net income.
To date, no executive officer of the Company has received compensation that
exceeds $1 million per year. Accordingly there should be no impact on the
statutory limitation on deductibility of certain amounts in excess of $1 million
per year paid or accrued as compensation.
The 1996 salary of Mr. Andreas was $250,000, which represents a 28% increase
from Mr. Andreas' 1995 annual salary. Mr. Andreas received a $76,200 bonus
from National City Bank of Minneapolis in 1996 and a $47,518 bonus in 1995.
Mr. Andreas' 1995 and 1996 bonuses were based on the performance of National
City Bank of Minneapolis' net income as compared to pre-established goals.
SUBMITTED BY THE COMPENSATION COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS:
Marvin Borman C. Bernard Jacobs Roger H. Scherer
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on National
City Bancorporation common stock over the last five fiscal years with the
cumulative total return on the NASDAQ U.S. Stock Market Index and the NASDAQ
Bank Stocks Index which includes approximately 600 institutions.
[PLOT POINTS GRAPH OMITTED]
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Certain officers and directors of the Company are at present, as in the
past, customers of the Company's subsidiaries and have obtained and expect
to obtain loans from these subsidiaries in the ordinary course of business.
In addition, some of the directors of the Company are at present, as in the
past, also officers, directors, principal shareholders or affiliated with
businesses that are customers of these subsidiaries and that have had and
expect to obtain loans from these subsidiaries in the ordinary course of
business. All such loans were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons
and did not involve more than normal risk of collectibility or present
other unfavorable features.
PROPOSALS OF STOCKHOLDERS
All proposals of stockholders intended to be presented at the 1998 Annual
Meeting of Stockholders of the Company must be received by the Secretary of the
Company at its executive offices on or before November 3, 1997.
OTHER MATTERS
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held four meetings during the last fiscal year. Terry L.
Andreas attended fewer than 75% of the total meetings of the Board of Directors.
The Company has an Audit Committee and a Stock Option and Compensation Committee
but does not have a Nominating Committee of the Board of Directors.
The Company's Audit Committee, which consists of Messrs. Wendell R. Anderson,
Marvin Borman, John H. Daniels, Jr., Thomas E. Holloran and Roger H. Scherer,
met twice during the past fiscal year. The Audit Committee recommends to the
full Board the engagement of the independent accountants, reviews the audit plan
and results of the audit engagements, reviews the independence of the auditors,
and reviews the adequacy of the Company's system of internal accounting
controls.
The Company's Stock Option and Compensation Committee, which consists of Marvin
Borman, C. Bernard Jacobs and Roger H. Scherer, met once during the last fiscal
year. The Stock Option and Compensation Committee reviews the Company's
remuneration policies and practices, and makes recommendations to the Board in
connection with all compensation matters affecting the Company.
AUDITORS
Ernst & Young LLP has been the independent accountants for the Company since
October 1993, and is expected to be retained for the year ending December 31,
1997. A representative of Ernst & Young LLP is expected to attend this year's
Annual Meeting of Stockholders and have an opportunity to make a statement
and/or respond to appropriate questions from stockholders.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the NASDAQ National Market System. Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on review of the
copies of such forms furnished to the Company, or written representations that
no Forms 5 were required, the Company believes that during the fiscal year ended
December 31, 1996, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with.
SOLICITATION
The Company will bear the cost of preparing, assembling and mailing the proxy,
Proxy Statement, Annual Report and other material which may be sent to the
stockholders in connection with this solicitation. Solicitation other than by
mail may be made by officers or regular employees of the Company by personal
telephone solicitation, the cost of which is expected to be nominal. Shareholder
Communications Corporation has been retained by the Company to assist in
solicitation of proxies at a fee not to exceed $5,000 plus out-of-pocket
expenses. Brokerage houses and other custodians, nominees and fiduciaries may be
requested to forward the soliciting material to the beneficial owners of stock,
in which case they will be reimbursed by the Company for their expenses in doing
so.
The Board of Directors does not intend to present to the meeting any other
matters not referred to above and does not presently know of any matters that
may be presented to the meeting by others. However, if other matters come before
the meeting, it is the intention of the persons named in the enclosed form of
proxy to vote the proxy in accordance with their best judgment.
By Order of the Board of Directors
NATIONAL CITY BANCORPORATION
/s/ Thomas J. Freed
Thomas J. Freed,
SECRETARY
NATIONAL CITY BANCORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS -- APRIL 21, 1997
The undersigned, a stockholder of National City Bancorporation, hereby appoints
David L. Andreas and Thomas J. Freed, and each of them as proxies, with full
power of substitution, to vote on behalf of the undersigned the number of shares
which the undersigned is then entitled to vote, at the Annual Meeting of the
Stockholders of National City Bancorporation to be held at Gaviidae Common, 651
Nicollet Mall, Fifth Floor, Minneapolis, Minnesota, on Monday, April 21, 1997,
at 2:00 P.M., and any adjournments or postponements thereof, upon matters set
forth below, with all the powers which the undersigned would possess if
personally present:
1. ELECTION OF [ ] FOR all nominees (except [ ] WITHHOLD AUTHORITY
DIRECTORS: as marked to the contrary to vote for all nominees
below) listed below
Three Year Term: TERRY L. ANDREAS, MARVIN BORMAN, KENNETH H. DAHLBERG,
THOMAS E. HOLLORAN
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- ---------------------------------------------------------------------------
2. Upon such other business as may properly come before the meeting and any
adjournments or postponements thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES
(Continued, and TO BE DATED AND SIGNED on the reverse side)
(continued from other side)
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and acknowledges receipt of the Notice and Proxy Statement
relating to the Annual Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. It will be voted on
the matters set forth on the reverse side of this form as directed by the
stockholder, but if no direction is made in the space provided, it will be voted
FOR all nominees.
Dated ____________________________, 1997
________________________________________
________________________________________
(STOCKHOLDER MUST SIGN EXACTLY AS THE
NAME APPEARS AT LEFT. WHEN SIGNED AS A
CORPORATE OFFICER, EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC.,
PLEASE GIVE FULL TITLE AS SUCH. BOTH
JOINT TENANTS MUST SIGN.)
