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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 30, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
NATIONAL CITY BANCORPORATION
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
IOWA 6021 42-0316731
(State or other jurisdiction (Primary Standard Industrial (I.R.S. employer
of incorporation or organization) Classification Code Number) identification number)
</TABLE>
651 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402
(612) 904-8500
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
COPY TO:
MR. THOMAS J. FREED PHILIP J. TILTON, ESQ.
NATIONAL CITY BANCORPORATION MASLON EDELMAN BORMAN & BRAND, LLP
651 NICOLLET MALL 3300 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402 MINNEAPOLIS, MINNESOTA 55402-4140
(612) 904-8500 (612) 672-8200
Approximate date of the commencement of proposed distribution: From time to time
after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[X]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(2) FEE
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<S> <C> <C> <C> <C>
common stock, par value
$1.25 per share 1,000,000 $ 16.688 $ 16,688,000 $ 4,406
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee based
upon a $16.688 per share average of bid and asked prices of the Registrant's
common stock on the Nasdaq Stock Market on December 22, 1999 as provided
pursuant to Rule 457.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, in addition
to the shares set forth in the table, the amount to be registered includes
an indeterminate number of shares issuable as a result of stock splits,
stock dividends and antidilution provisions.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
NATIONAL CITY BANCORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK
(PAR VALUE $1.25)
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
National City Bancorporation (the "Company") offers stockholders of the Company
an opportunity to automatically reinvest cash dividends on their shares of the
Company's common stock, par value $1.25, without payment of any brokerage
commission or services charge. Any holder of record of common stock may
participate in the Plan.
Stockholders who participate in the Plan may:
1) have cash dividends on their shares of common stock
automatically reinvested in additional shares of common stock;
and
2) on a discretionary basis, invest in additional shares of the
Company's common stock by making supplemental cash payments
(minimum of $100 per payment) of up to $5,000 per quarter.
Stockholders who do not participate in the Plan will receive cash
dividends, as declared, in the usual manner.
This Prospectus relates to 1,000,000 shares of common stock registered
for purchase under the Plan. It is suggested that this Prospectus be retained
for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
The date of this Prospectus is December 30, 1999.
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WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires us to file information with the
Securities and Exchange Commission concerning our business and operations. We
file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can read and copy these documents at the public
reference facility maintained by the SEC at Judiciary Plaza, 450 Fifth Street,
Northwest, Room 1024, Washington, D.C. 20549. You can also copy and inspect such
reports, proxy statements and other information at the following regional
offices of the SEC:
New York Regional Office Chicago Regional Office
Seven World Trade Center Citicorp Center
Suite 1300 500 West Madison Street, Suite 1400
New York, NY 10048 Chicago, Illinois 60661
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public on the SEC's
web site at http://www.sec.gov. You can also inspect our reports, proxy
statements and other information at the offices of The Nasdaq Stock Market.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information that we incorporate by
reference is considered to be part of this Prospectus, and later information
that we file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
- Amended Annual report on Form 10-K/A for the fiscal year ended
December 31, 1998;
- Quarterly reports on Form 10-Q for the quarterly periods ended
March 31, 1999, June 30, 1999 and September 30, 1999;
- Current report on Form 8-K dated November 15, 1999; and
- The description of our common stock contained in our Registration
Statement on Form 8-A.
This Prospectus is part of a registration statement we filed with the SEC. You
may request a free copy of the registration statement or any of the above
filings by writing or calling:
National City Bank of Minneapolis
Corporate Trust Operations
651 Nicollet Mall
Minneapolis, MN 55402-1611
You should rely only on the information incorporated by reference or
provided in this Prospectus or any supplement to this Prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this Prospectus or any supplement to this
Prospectus is accurate as of any date other than the date on the cover page of
this Prospectus or any supplement.
---------------------------------------------
The principal executive office of National City Bancorporation is
located at 651 Nicollet Mall, Minneapolis, MN 55402.
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THE COMPANY
National City Bancorporation (the "Company") is a bank holding company
headquartered in Minneapolis, Minnesota. We own National City Bank of
Minneapolis, which has three offices in metropolitan Minneapolis. We also own
Diversified Business Credit, Inc., a commercial finance company.
National City Bank of Minneapolis offers the usual banking services,
including business, consumer, and real estate loans, deposit and cash management
services, correspondent banking and safe deposit. The bank also offers trust
services, including management of funds for individuals, the administration of
estates and trusts, and for corporations, governmental bodies and public
authorities, paying agent services, trustee under corporate indenture, pension
and profit sharing agreements, and record keeping and reporting for 401(k)
savings plans. National City Bank of Minneapolis originates the majority of its
business in the Minneapolis/St. Paul area.
Diversified Business Credit, Inc. specializes in providing working
capital loans secured by accounts receivable, inventory and other marketable
assets. Loans are made on a demand basis with no fixed repayment schedule.
Diversified Business Credit, Inc. funds its loans through the issuance of
long-term debt in the form of senior notes and borrowings from National City
Bancorporation. Diversified Business Credit, Inc. originates the majority of its
loans in Minnesota.
DESCRIPTION OF THE PLAN
The following is a description, in question and answer form, of the
provisions of the Plan. A holder of the Company's common stock who does not
elect to participate in the Plan will continue to receive cash dividends, as
declared, by check.
PURPOSE
1. What are the purposes of the Plan?
The Plan provides stockholders of the Company with a simple, convenient
and cost-free way to invest cash dividends in additional shares of the Company's
common stock and to make optional additional cash purchases of common stock of
up to $5,000 per quarter, all without incurring any brokerage fees or service
charges, and to take advantage of the custodial and reporting services offered
by National City Bank of Minneapolis in its capacity as Plan Administrator.
ADVANTAGES
2. What are the advantages of the Plan?
Stockholders who participate in the Plan have cash dividends on shares
of the Company's common stock registered in their names automatically reinvested
in additional shares of common stock. Dividends are deposited directly with the
Plan Administrator, resulting in the prompt reinvestment of such dividends in
shares of the Company's common stock. Dividends are fully utilized since
fractional shares are credited to participant accounts. As a Plan participant,
you may also make supplemental cash payments of up to $5,000 each quarter for
the purchase of additional shares. No brokerage fees or commissions will be
incurred when shares are purchased under the Plan, and the Company bears all of
the Plan's administrative costs. As a Plan participant, you will receive regular
quarterly statements which detail stock transactions, simplifying your personal
record keeping. Plan shares are generally issued on an uncertificated basis,
saving participants from the need to make other safekeeping arrangements. If you
withdraw from the Plan, you may reenroll if you are a registered stockholder.
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ADMINISTRATION
3. Who administers the Plan?
A subsidiary of the Company, National City Bank of Minneapolis, will
serve as Plan Administrator. The Plan Administrator keeps records, sends
statements of accounts to participants and performs other duties relating to the
Plan. The Plan Administrator is the agent for each participant. The Plan
Administrator receives dividend payments on behalf of and from participants,
invests such amounts in shares of common stock, maintains account records for
participants and notifies participants of transactions in, and the status of,
their accounts. The Plan Administrator shall have no duties, obligations or
liabilities with respect to the Plan except as are set forth in this Prospectus.
Shares of common stock purchased under the Plan ("Plan shares") will be
registered in the name of the Plan Administrator (or its nominee), as agent for
each Plan participant, and will be credited to the accounts of the respective
participants. The Plan Administrator will receive dividends on all participating
shares of common stock, will credit dividends to participants' accounts on the
basis of full and fractional shares held in these accounts, and will
automatically reinvest such dividends, together with other optional cash
payments received, in additional shares of common stock.
Neither the Company nor the Plan Administrator will be liable for any
act done in good faith or for any good-faith omission to act, including, without
limitation, for any claim of liability arising out of failure to terminate a
participant's account upon such participant's death prior to receipt of written
notice of such death.
PARTICIPATION
4. Who may participate in the Plan?
All registered holders of the Company's common stock are eligible to
participate in the Plan. If a person is the beneficial owner of shares of common
stock which are held for him or her and registered in a name other than his or
her own (such as in the name of a broker, bank trustee or nominee), the shares
must be transferred to such person's name in order for him or her to be eligible
to participate in the Plan. Alternatively, the beneficial owner may instruct the
holder of record to participate in the Plan on behalf of the beneficial owner.
5. How does an eligible stockholder join the Plan?
A stockholder of record may join the Plan at any time, after being
furnished with a copy of this Prospectus, by signing and returning to the
Company an Authorization Card. These cards will be furnished at any time upon
request made to National City Bank of Minneapolis, Corporate Trust Operations,
651 Nicollet Mall, Minneapolis, MN 55402-1611, by telephoning the Company at
(612) 904-8720 or via e-mail request to [email protected].
6. When may a stockholder join the Plan?
Stockholders may join the Plan at any time. Dividends invested under
the provisions of the Plan will be those whose record dates come after the
signed Authorization Card is received by the Company. The record date for
payment of dividends is generally the first Thursday of the second month of each
calendar quarter. Dividends on common stock are generally paid on the first day
of the last month in each calendar quarter (each, an "Investment Date"). A
stockholder enrolled in the Plan will continue in the Plan until such
stockholder gives notice to the Plan Administrator in writing that such
stockholder wishes to withdraw from the Plan, or until such stockholder sells or
transfers all of his or her shares of common stock.
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STOCKHOLDERS ARE CAUTIONED THAT THE PLAN DOES NOT REPRESENT A CHANGE IN THE
COMPANY'S DIVIDEND POLICY OR A GUARANTEE OF FUTURE DIVIDENDS, WHICH WILL
CONTINUE TO DEPEND UPON THE COMPANY'S EARNINGS, FINANCIAL CONDITION AND OTHER
FACTORS.
7. What is the purpose of the Authorization Card?
The Authorization Card directs the Company to pay all cash dividends on
shares of common stock registered in your name to the Plan Administrator. The
Authorization Card also appoints the Plan Administrator as your agent and
directs the Plan Administrator to purchase shares of common stock for your
account.
SUPPLEMENTAL CASH PAYMENTS
8. What is a supplemental cash payment?
The Plan provides participants with the opportunity to purchase
additional shares of common stock by means of supplemental cash payments, in
addition to the automatic investment of cash dividends paid regularly by the
Company. This supplemental cash payment may not be less than $100 and may not
exceed $5,000 in any quarter. Participants have no obligation to make any
supplemental cash payment in any other quarter, nor must a participant invest
the same amount in each quarter. A Plan participant may make a supplemental cash
payment in the first quarter of participation.
9. When will supplemental cash payments be invested?
Supplemental cash payments must be received by the Plan Administrator
not less than 10 days prior to an Investment Date in order to be invested on
that date. As noted above, dividends are generally paid on, and Investment Dates
are expected to fall on, the first day of the last month of each calendar
quarter. No interest will be paid by the Company on supplemental cash payments.
Accordingly, it is recommended that any supplemental cash payment be sent so as
to reach the Plan Administrator after the first day of the second month of a
particular calendar quarter but not later than the 20th day of the same month
(at least 10 days prior to the Investment Date) in order to reduce loss of
interest income on the payment to be invested.
10. How are supplemental cash payments made?
The initial supplemental cash payment must be accompanied or preceded
by a signed Authorization Form supplied by the Plan Administrator, together with
a check or money order made payable to National City Bank of Minneapolis. You
may submit any future supplemental cash payments by check, electronic transfer
or money order and a Authorization Form. At no time will the Plan Administrator
accept cash. You are not obligated to make any supplemental cash payments.
11. Can a supplemental cash payment be refunded?
Your supplemental cash payment will be refunded if your written request
for a refund is received by the Plan Administrator at least five business days
prior to the Investment Date.
COSTS
12. Are any fees or expenses incurred by stockholders who participate in
the Plan?
No brokerage commissions or service charges are paid by stockholders
who participate in the Plan. All costs of administration of the Plan will be
paid by the Company.
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PURCHASES
13. What is the source of common stock purchased under the Plan?
Plan shares may be purchased directly from the Company, from authorized
but unissued shares or, at the discretion of the Company, purchased on the open
market from previously issued shares.
14. How many shares of common stock will be purchased for Plan
participants?
The number of shares to be purchased for you in any quarter depends on
the amount of your dividend, the amount of your supplemental cash payment, if
any, and the then current market price of the Company's common stock. Each
participant's account under the Plan will be credited with that number of
shares, including fractions, equal to the total amount to be invested, divided
by the market price.
15. What is the price of shares purchased under the Plan?
The price of shares purchased from the Company by the Plan
Administrator will be the average of the high and low sales prices for the
Company's common stock as reported by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") for each Investment Date (or the
next preceding day on which the common stock is traded, if there is no trade
reported on the Investment Date). The price of shares purchased on the open
market will be the actual cost incurred by the Plan Administrator.
16. When will purchases of common stock be made under the Plan?
Cash dividends on common stock owned by Plan participants and
supplemental cash payments will be used to purchase shares of common stock under
the Plan on the Investment Dates.
DIVIDENDS, STOCK DIVIDENDS AND RIGHTS OFFERINGS
17. Will dividends on fractions of shares be credited to my participant
account? What about stock dividends?
Yes. Dividends on fractions, as well as on whole shares, will be
credited to your participant account and will be reinvested in additional
shares. Stock dividends will also be credited to your account.
CERTIFICATES
18. Are certificates issued for the shares purchased for my Plan account?
Certificates for Plan Shares will not be issued directly to
participants, unless specifically requested. Instead, the shares purchased for
your Plan account will be held for you by the Plan Administrator on an
uncertificated basis and will be shown on your quarterly statement. This system
permits the ownership of fractional shares while providing protection against
loss, theft or destruction of stock certificates.
Certificates representing any number of your whole Plan shares,
however, will be issued directly to you upon your written request to the Plan
Administrator. Such issuance will not terminate your participation in the Plan,
and any remaining whole or fractional shares will continue to be credited to
your account.
Shares credited to the account of a participant under the Plan and held
by the Plan Administrator may not be pledged as collateral or otherwise
transferred. A participant who wishes to pledge or transfer such shares must
make a written request to the Plan Administrator that certificates for such
shares be issued in the participant's name.
19. In whose name will whole shares be issued?
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Shares purchased under the Plan and issued directly to participants
will be registered in the name of the participant as shown in the Company's
stockholder records.
TERMINATION
20. When may I terminate participation in the Plan?
You may terminate participation in the Plan at any time.
To terminate participation in the Plan, you must send a properly
completed termination election form (provided to all participants as an
attachment to their quarterly statements) to the Plan Administrator. When
participation in the Plan is terminated, the Plan Administrator will issue stock
certificates to you for the number of whole shares credited to your account
under the Plan. A cash payment will be made to you for any fraction of a share
remaining in the account, and the account will be closed. If you terminate
participation in the Plan, all subsequent dividends will be paid to you by check
and will not be reinvested.
You may rejoin the Plan at any time, but must submit a new
Authorization Card.
STATEMENTS
21. What types of reports will be sent to participants?
You will receive a Statement of Account each quarter, accounting for
all shares of common stock held by or for you in connection with the Plan. It is
suggested that this Statement of Account be retained permanently for income tax
purposes.
All stockholders will receive copies of the Company's Quarterly
Reports, Annual Report to Stockholders, Notice of Annual Stockholder's Meeting,
proxy statement and Proxy.
OTHER INFORMATION
22. What happens if I sell or transfer all of the shares registered in my
name?
If you sell or transfer all of your whole shares of common stock, but
fractional shares remain in your account, and you do not notify the Company that
you wish to remain in the Plan, then the Plan Administrator will make a cash
payment to you for the then current market value of the fractional shares on the
date of sale or transfer and terminate your participation in the Plan.
23. How is a stock dividend or stock split declared by the Company treated
under the Plan?
Additional shares issued as a stock dividend or in connection with a
stock split will be added to a your participant account.
24. How will my shares be voted at meetings of stockholders?
Any shares held in the Plan for you will be voted in exactly the same
manner as you direct the shares registered in your own name to be voted. You
will receive one proxy card which will indicate the number of whole shares which
have been issued and registered in your name, together with the whole and
fractional shares held by the Plan Administrator in your Plan account. The
voting instructions provided on the proxy card will be used to vote both your
registered shares and your Plan shares.
25. What are the federal income tax consequences of participation in the
Plan?
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For federal income tax purposes, you will be treated as having received
a dividend in an amount equal to the cash dividend reinvested in shares of
common stock under the Plan even though that amount is not actually received by
you in cash but, instead, is applied to the purchase of shares for your account.
The Plan Administrator will furnish each participant with a statement of taxable
income on Form 1099 each year. A participant's adjusted basis in shares of
common stock acquired on the participant's behalf under the Plan will be equal
to the amount required to be treated by the participant as a dividend plus the
amount of any supplemental payments.
Common stock purchased with supplemental cash payments will be treated
in the same manner as common stock purchased outside of the Plan. A
participant's adjusted basis in such shares will be equal to the price paid by
the participant.
Participants will not realize any taxable income when they receive
certificates for whole shares of common stock credited to their account, either
upon their request for such certificates or upon withdrawal from or termination
of the Plan. Most participants will, however, realize capital gain or loss
(short-term or long-term, depending on the holding period) when whole shares of
common stock acquired under the Plan are sold or exchanged by participants after
withdrawal from or termination of the Plan. Most participants will also realize
capital gain or loss when they receive cash payments for fractional shares
credited to their accounts upon withdrawal from or termination of the Plan, and
such gain or loss will, depending upon the holding period for the fractional
shares, be short-term or long-term. The amount of any such capital gain or loss
will be the difference between the amount realized by a participant for whole or
fractional shares and the adjusted basis of the shares.
THIS TAX INFORMATION IS PROVIDED SOLELY AS A GUIDE TO PARTICIPANTS AND MAY BE
SUBJECT TO CHANGE BY FUTURE LEGISLATION OR REGULATION. PARTICIPANTS ARE ADVISED
TO CONSULT THEIR OWN TAX ADVISORS AS TO THE FEDERAL AND STATE INCOME TAX EFFECTS
OF PARTICIPATION IN THE PLAN.
26. Can the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or terminate the Plan
at any time. If any such suspension, modification or termination is made, all
Plan participants will receive notice of such action. Any such action will not
affect previously executed transactions.
All correspondence concerning the Plan should be addressed to:
National City Bank of Minneapolis
Corporate Trust Operations
651 Nicollet Mall
Minneapolis, MN 55402-1611
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INDEMNIFICATION
The articles of incorporation and bylaws of the Company, among other
things and subject to certain conditions, authorizes the Company to indemnify
any person against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with action, suits or proceedings
to which that person may be party by reason of being or having been a director,
officer or employee of the Company, or of any corporation, partnership, joint
venture, trust or other enterprise which he or she served in any capacity at the
request of the Company.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
USE OF PROCEEDS
Proceeds received by the Company from the sale of shares of common
stock under the Plan will be used for general corporate purposes.
EXPERTS
The consolidated balance sheets of National City Bancorporation and
subsidiaries as of December 31, 1998 and 1997 (as restated), and the related
consolidated statements of income, changes in stockholders' equity, and
statements of cash flow for each of the years in the three-year period ended
December 31, 1998 (as restated), incorporated by reference into this
Registration Statement, have been audited by Ernst & Young LLP, independent
public accountants, as stated in their report, which is incorporated herein by
reference, and has been so incorporated in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon for the Company by Maslon Edelman Borman & Brand, LLP.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses, all of which are
being paid by the Company, in connection with this offering
Registration Fee................................... 4,406
Accounting Fees and Expenses....................... 5,000
Nasdaq Listing Fee................................. 7,500
Legal Fees and Expenses............................ 10,000
Miscellaneous...................................... 3,094
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Total.............................................. $30,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
A corporation may indemnify its officers and directors against expenses
(including attorney's fees) and, except for an action by or in the name of the
corporation, against judgments, fines and amounts paid in settlement as part of
such suit or proceeding. This applies only if the person indemnified acted in
good faith and in a manner he or she reasonably believed to be in the best
interest of the corporation. In addition, with respect to any criminal action or
proceeding, the person had no reasonable cause to believe his or her conduct was
unlawful.
In the case of an action by or in the right of the corporation, no
indemnification of expenses may be made for any claim as to which the person has
been found to be liable to the corporation. Similarly, a corporation may not
indemnify a director in connection with any proceeding charging improper
personal benefit to the director in which the director was adjudged liable on
the basis that personal benefit was improperly received by the director.
Sections 490.852 and 490.856 of the Iowa Business Corporation Act
obligate a corporation to indemnify any officer or director of a corporation who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the officer or director was a party because the officer or
director is or was an officer or director of the corporation against reasonable
expenses incurred by the officer or director in connection with the proceeding,
unless the corporation's articles of incorporation provide to the contrary. In
addition, Sections 490.851 and 490.854 of the Iowa Business Corporation Act
provide that an officer or director of a corporation may obtain court-ordered
indemnification under certain circumstances.
Insofar as indemnification for liabilities arising under the Act is
permitted as to directors, officers and controlling persons of the Company, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company in the successful defense of any action, suit or proceeding) is
asserted, the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy. The Company will be governed by the final adjudication of such issue.
<PAGE> 12
ITEM 16. EXHIBITS.
NUMBER DESCRIPTION
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5 Opinion of Maslon Edelman Borman & Brand, LLP
23(1) Consent of Ernst & Young, LLP
23(2) Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5)
24 Power of Attorney (included on Page II-3)
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ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the Prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to the initial bona fide offering
thereof.
II-2
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Minneapolis, State of
Minnesota, on December 30, 1999.
NATIONAL CITY BANCORPORATION
Registrant
By: /s/ David L. Andreas
---------------------
Name: David L. Andreas
Title: Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David L. Andreas and Thomas J. Freed, each
or either of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 30th day of December, 1999
by the following persons in the capacities indicated:
SIGNATURE TITLE
- - - --------- -----
/s/ David L. Andreas Chief Executive Officer and Director
- - - --------------------
David L. Andreas
/s/ Thomas J. Freed Secretary and Chief Financial Officer
- - - ------------------- (Principal Financial and Accounting Officer)
Thomas J. Freed
/s/ David C. Malmberg Chairman of the Board
- - - ---------------------
David C. Malmberg
/s/ Wendell R. Anderson Director
- - - -----------------------
Wendell R. Anderson
II-3
<PAGE> 14
/s/ Terry L. Andreas Director
- - - --------------------
Terry L. Andreas
Director
- - - --------------------
Michael J. Boris
/s/ Marvin Borman Director
- - - -----------------
Marvin Borman
Director
- - - ----------------------
Sharon N. Bredeson
/s/ Kenneth H. Dahlberg Director
- - - -----------------------
Kenneth H. Dahlberg
/s/ John H. Daniels, Jr. Director
- - - ------------------------
John H. Daniels, Jr.
/s/ James B. Goetz, Sr. Director
- - - -----------------------
James B. Goetz, Sr.
/s/ Esperanza Guerro-Anderson Director
- - - -----------------------------
Esperanza Guerro-Anderson
/s/ Thomas E. Holloran Director
- - - ----------------------
Thomas E. Holloran
/s/ C. Bernard Jacobs Director
- - - ---------------------
C. Bernard Jacobs
/s/ Walter E. Meadley, Jr. Director
- - - --------------------------
Walter E. Meadley
/s/ Robert L. Olson Director
- - - -------------------
Robert L. Olson
/s/ Roger H. Scherer Director
- - - --------------------
Roger H. Scherer
II-4
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF DOCUMENT PAGE NO.
------- ----------------------- --------
<S> <C> <C>
5 Opinion of Maslon Edelman Borman & Brand, LLP.
23(1) Consent of Ernst & Young, LLP.
23(2) Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5).
24 Power of Attorney (included on Page II-3).
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5
December 30, 1999
National City Bancorporation
651 Nicollet Mall
Minneapolis, MN 55402
RE: REGISTRATION STATEMENT ON FORM S-3
----------------------------------
Gentlemen:
We have acted as counsel to National City Bancorporation, an Iowa
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission on December 30, 1999 in
connection with the registration under the Securities Act of 1933, as amended
(the "1933 Act") of 1,000,000 shares of the Company's common stock, $1.25 par
value (the "Shares") to be issued and sold by the Company pursuant to the terms
and conditions of the National City Bancorporation Dividend Reinvestment and
Stock Purchase Plan.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the 1933 Act.
In connection with the rendering of this opinion, we have examined and
are familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement; (ii) the Articles of
Incorporation and the Bylaws of the Company, as amended, each as currently in
effect; (iii) certain resolutions adopted by the Board of Directors of the
Company relating to the issuance of the Shares, the preparation and filing of
the Registration Statement and certain related matters; (iv) certain agreements,
certificates of public officials, certificates of other officers or
representatives of the Company or others; and (v) such other documents,
certificates and records as we deemed necessary or appropriate as a basis for
the opinions expressed herein.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
We are attorneys licensed to practice in the State of Minnesota and the
opinions expressed herein are limited to the laws of the State of Minnesota, the
corporation laws of the State of Iowa and the Federal securities laws of the
United States.
<PAGE> 2
Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, it is our opinion that:
1. The Company is a validly existing corporation in good standing
under the laws of the State of Iowa.
2. The Shares have been duly authorized and, when issued and sold
against payment therefor as contemplated by the Registration Statement, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our name under the
caption "Legal Matters" in the prospectus filed as part of the Registration
Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement and, except as provided in the immediately preceding
paragraph, is not to be used, circulated, quoted for any other purpose or
otherwise referred to or relied upon by any other person without the express
written permission of this firm.
Very truly yours,
/s/ MASLON EDELMAN BORMAN & BRAND, LLP
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of National City
Bancorporation for the registration of 1,000,000 shares of its Common Stock and
to the incorporation by reference therein of our report dated January 15, 1999,
with respect to the consolidated financial statements and schedules of National
City Bancorporation included in its Form 10-K/A for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
Minneapolis, Minnesota
December 30, 1999
