<PAGE> 1
As filed with the Securities and Exchange Commission on December 22, 1994
Registration No.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
NATIONAL CITY CORPORATION
(Exact name of registrant as specified in charter)
Delaware 34-1111088
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1900 East Ninth Street, Cleveland, Ohio 44114
(Address, including zip code, of registrant's principal executive offices)
AMENDED AND SECOND RESTATED
1991 RESTRICTED STOCK PLAN
(Full title of the plan)
DAVID L. ZOELLER
Senior Vice President, General Counsel and Secretary
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
(216) 575-2978
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Title of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price aggregate registration
registered Registered(1) Per share(2) offering price(2) fee(2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $4.00
per share $400,000 $24.875 $9,950,000.00 $3,431.03
(1) The total number of shares of common stock reserved and available for distribution. Pursuant to Rule 416, this Form S-8
Registration Statement shall be deemed to cover any additional securities issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
(2) The registration fee has been calculated in accordance with Rule 457(h) based on the average of the high and low prices of
NCC's common stock reported on the New york Stock Exchange on December 21, 1994 which average was $24.875.
</TABLE>
<PAGE> 2
NATIONAL CITY CORPORATION
Cross Reference Sheet Pursuant to Item 501(b) of
Regulation S-K, Showing the Location in the
Prospectus of the Information Required by Part 1 of Form S-3
Item of Form S-3 Location of Caption in Prospectus
---------------- ---------------------------------
1. Forepart of the Registration
Statement and Outside Front
Cover Page Of Prospectus. . . . . . Facing Page of Registration Statement;
Cross Reference Sheet; Outside Front
Cover Page of Prospectus
2. Inside Front and Outside
Back Cover Pages of Prospectus. . . Available Information; Incorporation of
Certain Documents by Reference; Table
of Contents
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges . . . . . . . . . . . . . . The Company
4. Use of Proceeds . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . Not Applicable
6. Dilution . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders . . . . . Selling Stockholders
8. Plan of Distribution . . . . . . . Plan of Distribution
9. Description of Securities to Be
Registered . . . . . . . . . . . . Not Applicable
10. Interests of Named Experts and
Counsel . . . . . . . . . . . . . . Experts
11. Material Changes . . . . . . . . . Not Applicable
12. Incorporation of Certain
Information by Reference . . . . . Incorporation of Certain Documents by
Reference
13. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities . . . . . . . . . . Indemnification of Directors and
Officers
<PAGE> 3
PROSPECTUS
191,950 SHARES
NATIONAL CITY CORPORATION
COMMON STOCK
PAR VALUE $4.00 PER SHARE
------------------
This Prospectus relates to 191,950 shares of the common stock, par value
$4.00 per share ("Common Stock"), of National City Corporation ("NCC"), which
are owned by, and have been awarded to, the selling stockholders referred to
herein (the "Selling Stockholders") pursuant to NCC's Amended and Second
Restated 1991 Restricted Stock Plan (the "Plan"). NCC will not receive any
proceedings from any sale of shares of Common Stock offered hereby.
The shares of Common Stock may be sold through any of several methods,
including transactions on the New York Stock Exchange, in the over-the-counter
market at prevailing market prices at the time of sale, or in privately
negotiated transactions at prices agreed upon by the parties. See "Plan of
Distribution."
The Selling Stockholders and any brokers effecting sales on their behalf
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and commissions or discounts given by
such brokers may be deemed to be underwriting commissions or discounts under the
Securities Act.
The Common Stock is listed on the New York Stock Exchange under the symbol
"NCC."
------------------
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.
------------------
Neither delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of NCC since the date hereof or the dates as of which information is
set forth herein.
------------------
THE DATE OF THIS PROSPECTUS IS DECEMBER 22, 1994.
<PAGE> 4
AVAILABLE INFORMATION
NCC is subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and accordingly, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities of
the Commission, located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's New York regional office located
at 7 World Trade Center, 13th Floor, New York, New York 10048, and at its
Chicago regional office, Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials may also be
obtained from the Public Reference Section of the Commission at 450 Fifth Street
N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy
statements and other information concerning NCC may also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
Additional information regarding NCC and the securities offered hereby is
contained in the Registration Statement and the exhibits relating thereto, filed
by NCC with the Commission under the Securities Act. For further information
pertaining to NCC and the securities offered hereby, reference is made to the
Registration Statement and the exhibits thereto, which may be inspected without
charge at the office of the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549, and copies may be obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by NCC with the Commission and are
hereby incorporated by reference in this Registration Statement:
(a) Annual Report of NCC on Form 10-K for the fiscal year ended December
31, 1993; its Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994, June 30, 1994, and September 30, 1994; and its Reports
on Form 8-K dated March 2, 1994, March 4, 1994 and August 1, 1994,
respectively; and
(b) The description of the Common Stock which is contained in the
Registration Statement filed under the Exchange Act for the purpose of
registering such class of securities thereunder.
All other reports subsequently filed by NCC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock being offered have
been sold or which deregisters all such Common Stock remaining unsold shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as modified or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents of NCC by reference which are not
presented herein or delivered herewith. NCC's documents (other than certain
exhibits to any such documents) are available to any person to whom a copy of
this Prospectus has been delivered, upon written or oral request to National
City Corporation, 1900 East Ninth Street, Cleveland, Ohio 44114, Attention:
Thomas A. Richlovsky, Senior Vice President and Treasurer, telephone number
(216) 575-2126, and will be furnished without charge.
THE COMPANY
At September 30, 1994, NCC was the third largest bank holding company
headquartered in the State of Ohio and approximately the 26th largest in the
United States on the basis of total assets. NCC owns and operates 10 commercial
banks in Ohio, Kentucky and Indiana. As of September 30, 1994, NCC, through
these banks, operated 610 offices. NCC's four largest commercial banking
subsidiaries are National City
2
<PAGE> 5
Bank; National City Bank, Columbus; National City Bank, Indiana; and National
City Bank, Kentucky. These banks and the other subsidiaries and divisions of NCC
conduct a variety of financial services businesses. In addition to a general
commercial banking business, NCC or its subsidiaries are engaged in credit card,
retail payment and airline ticket processing, brokerage services, trust and
investment management, leasing, merchant and mortgage banking, public finance,
venture capital, small business and community investment, credit life insurance
and other financially related businesses. NCC was organized under Delaware law
in 1972, and had, along with its subsidiaries, 20,098 full-time equivalent
employees at September 30, 1994. The principal executive offices of NCC are
located at 1900 East Ninth Street, Cleveland, Ohio 44114, telephone number (216)
575-2000.
For more detailed information about NCC, reference is made to the NCC
Annual Report on Form 10-K for the year ended December 31, 1993, which is
incorporated herein by reference. See "AVAILABLE INFORMATION" and "INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE."
USE OF PROCEEDS
All shares of Common Stock sold pursuant to this Prospectus will be sold by
the Selling Stockholders for their own accounts, and NCC will not receive any
proceeds from such sales.
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus were issued by NCC to
the Selling Stockholders pursuant to an award of restricted stock granted under
the Plan. The Selling Stockholders received such shares as an offset to benefits
otherwise payable in cash to them under the NCC Supplemental Executive
Retirement Plan. Under the terms of the share awards, the restrictions
applicable to the shares will lapse at retirement or in the event of a change of
control of NCC (as defined in the Plan).
All of the shares of Common Stock offered hereby were acquired by the
Selling Stockholders prior to the date hereof in transactions exempt from the
registration requirements of the Securities Act. The Selling Stockholders may
sell from time to time any of the shares of Common Stock covered by this
Prospectus upon the lapse of the Plan restrictions. Therefore, no estimate can
be given as to the number of shares of Common Stock that may be reoffered for
sale under this Prospectus at any given time.
The table below sets forth the following information, assuming sale by the
Selling Stockholders of all shares of Common Stock awarded under the Plan prior
to the date hereof: (i) the name of the Selling Stockholder and positions held
by such stockholder with NCC within the past three years; (ii) the number of
shares of Common Stock of NCC beneficially owned by the Selling Stockholder as
of the date hereof prior to the offering covered by this Prospectus; (iii) the
number of shares of Common Stock offered by the Prospectus for the account of
the Selling Stockholder; and (iv) the number of shares of Common Stock to be
owned by the Selling Stockholder if all shares covered by the Prospectus held by
such stockholder are sold. The Selling Stockholders holding shares of Common
Stock as to which the Plan restrictions have lapsed are listed in the top
portion of the table. The table omits the names of certain additional Selling
Stockholders who are non-affiliates of NCC holding less than 1,000 shares of
Common Stock issued under the Plan. Such stockholders may sell shares up to that
amount under this Prospectus.
<TABLE>
<CAPTION>
SHARES TO BE
NAME AND POSITION (OR FORMER POSITION) OWNED OFFERED OWNED
OF SELLING STOCKHOLDER SHARES SHARES AFTER SALE
- ----------------------------------------------- --------------- --------------- ---------------
<S> <C> <C> <C>
Gene F. Carpenter/(Vice Chairman).............. 0 8,600 0
Willis I. Else/(Senior Vice President)......... 4,180 2,400 1,780
Robert T. Williams/(Senior Vice President,
General Counsel and Secretary)............... 14,000 2,400 11,600
Richard E. Beeman/(Senior Vice President)...... 0 1,100 0
------------------------------------------------------
Edward B. Brandon/Executive Vice President..... 432,775 95,850 336,925
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES TO BE
NAME AND POSITION (OR FORMER POSITION) OWNED OFFERED OWNED
OF SELLING STOCKHOLDER SHARES SHARES AFTER SALE
- ----------------------------------------------- --------------- --------------- ---------------
<S> <C> <C> <C>
William R. Robertson/Deputy Chairman........... 251,952 16,400 235,552
David A. Daberko/President & Chief Operating
Officer...................................... 257,772 9,700 248,072
Vincent A. DiGirolamo/Executive Vice
President.................................... 99,035 7,700 91,335
Patrick D. Walsh/Senior Vice President......... 49,828 4,900 44,928
Lawrence D. Hottois/Executive Vice President... 47,068 4,450 42,618
Thomas W. Owen/Senior Vice President and
General Auditor.............................. 47,181 4,000 43,181
Frederick W. Schantz/President and Chief
Executive Officer............................ 70,775 3,850 66,925
Karl A. Johns/Senior Vice President............ 38,265 3,750 34,515
W. Douglas Bannerman/Executive Vice
President.................................... 37,049 3,700 33,349
Harold B. Todd, Jr./Executive Vice President... 63,515 3,450 60,065
Gary A. Glaser/Executive Vice President........ 112,775 3,300 109,475
Morton Boyd/Executive Vice President........... 244,264 2,250 242,014
Charles W. Hall/Executive Vice President....... 108,082 2,050 106,032
William E. MacDonald III/Executive Vice
President.................................... 94,999 2,050 92,949
Robert G. Siefers/Executive Vice President and
Chief Financial Officer...................... 66,580 2,000 64,580
James H. Gilmour/Executive Vice President...... 55,799 1,850 53,929
William H. Schecter/Senior Vice President...... 37,899 1,600 36,299
Leonard V. Hardin/President & Chief Executive
Officer...................................... 216,039 1,200 214,839
Theodore H. Tung/Senior Vice President......... 39,993 1,100 38,893
Robert J. Ondercik/Executive Vice President.... 9,022 750 8,272
Jon L. Gorney/Executive Vice President......... 39,254 700 38,554
Thomas A. Richlovsky/Senior Vice President and
Treasurer.................................... 40,107 400 39,707
Jeffrey D. Kelly/Executive Vice President...... 41,784 350 41,434
David L. Zoeller/Senior Vice President, General
Counsel & Secretary.......................... 87,880 100 87,780
</TABLE>
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be sold from time to time in one or
more transactions through any of several methods, including in transactions on
the New York Stock Exchange, in ordinary brokerage transactions or block
transactions, in distributions pursuant to and in accordance with the rules of
the over-the-counter market on which the shares may be traded, in negotiated
transactions, through underwriters or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market price or at negotiated prices. The Selling Stockholders may
effect such transactions by
4
<PAGE> 7
selling shares to or through a broker or brokers or underwriters, who may act as
agent or principal or as both agent and principal, and such brokers or
underwriters may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders, not to exceed that
which is customary for the particular transactions. The Selling Stockholders and
any brokers participating in such sales may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event commissions received by
such brokers may be deemed to be underwriting commissions under the Securities
Act.
Any shares of Common Stock covered by this Prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under that rule rather
than pursuant to this Prospectus. There can be no assurance that any of the
Selling Stockholders will sell any or all of the shares of Common Stock offered
by them under this Prospectus. NCC will not receive any proceeds from any sale
of the shares of Common Stock covered by this Prospectus.
Transfer Agent and Registrar
National City Bank is the Transfer Agent and Registrar of the Common Stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation shall have the power, and in some cases is required, to indemnify
an officer or director who was or is a party or is threatened to be made a party
or is threatened, pending or completed action, suit or proceeding by reason of
the fact that he or she is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement.
Article VI of NCC's By-Laws provides for the mandatory indemnification of
directors, officers or employees of NCC or any of its subsidiaries and of those
persons serving at the request of NCC as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise in
accordance with and to the full extent permitted by the DGCL. NCC has purchased
liability insurance covering certain liabilities which may be incurred by the
directors, officers, employees and agents of NCC and its subsidiaries in
connection with the performance of their duties.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling NCC
pursuant to the foregoing provisions, NCC has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
LEGAL OPINION
The validity of the Common Stock offered under this Prospectus will be
passed upon for NCC by David L. Zoeller, Esq., Senior Vice President, General
Counsel and Secretary. Mr. Zoeller beneficially owns shares of Common Stock and
currently exercisable options to purchase shares of Common Stock.
EXPERTS
The consolidated financial statements and schedules of NCC contained in
NCC's Annual Report on Form 10-K for the year ended December 31, 1993,
incorporated by reference herein, have been audited by Ernst & Young LLP,
independent public accountants, as stated in their report included therein, and
have been so incorporated in reliance upon such report and upon the authority of
said firm as experts in accounting and auditing. To the extent that Ernst &
Young LLP audits and reports on future financial statements of NCC, and consents
to the use of their report thereon, such future financial statements also will
be incorporated by reference herein in reliance upon their report and said
authority.
5
<PAGE> 8
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- ------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 2
The Company............................. 2
Use of Proceeds......................... 3
Selling Stockholders.................... 3
Plan of Distribution.................... 4
Indemnification of Directors and
Officers.............................. 5
Legal Opinion........................... 5
Experts................................. 5
</TABLE>
------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING MADE HEREBY. IF GIVEN OR MADE, NO SUCH INFORMATION OR
REPRESENTATIONS MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NCC OR THE
SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY, AND THERE SHALL NOT BE ANY SALE OF, THESE
SECURITIES BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR THAT
PERSON TO MAKE SUCH AN OFFER, SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
NATIONAL CITY
CORPORATION
------------------
191,950 SHARES
COMMON STOCK
PAR VALUE $4.00 PER SHARE
----------------------
PROSPECTUS
----------------------
December 22, 1994
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by NCC with the Commission and
are hereby incorporated by reference in this Registration Statement:
(a) Annual Report of NCC on Form 10-K for the fiscal year ended
December 31, 1993; its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994, and September
30, 1994; and its Reports on Form 8-K dated March 2, 1994,
March 4, 1994 and August 1, 1994, respectively; and
(b) The description of the Common Stock which is contained in the
Registration Statement filed under the Exchange Act for the
purpose of registering such class of securities thereunder.
All other reports subsequently filed by NCC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all shares of Common Stock being
offered have been sold or which deregisters all such Common Stock remaining
unsold shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock reserved for issuance under
the Plan has been passed upon for NCC by David L. Zoeller, Esq., Senior Vice
President, General Counsel and Secretary of NCC. Mr. Zoeller beneficially owns
shares of Common Stock and currently exercisable options to purchase shares of
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation shall have the power, and in some cases is required, to
indemnify an officer or director who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement.
Article VI of NCC's By-Laws provides for the mandatory indemnification
of directors, officers or employees of NCC or any of its subsidiaries and of
those persons serving at the
II-1
<PAGE> 10
request of NCC as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise in
accordance with and to the full extent permitted by the DGCL. NCC has
purchased liability insurance covering certain liabilities which may be
incurred by the directors, officers, employees and agents of NCC and its
subsidiaries in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The shares of Common Stock to be resold by the Selling Stockholders
were issued to such Stockholders pursuant to the exemption from registration
under the Securities Act provided in Section 4(2) thereof. Each of the
Selling Stockholders was a senior executive of NCC at the time that such
shares were issued to each such stockholder pursuant to the Plan, and through
such position had adequate access to information about NCC to make an informed
investment decision.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------ -----------------------
<S> <C>
4.1 Restated Certificate of Incorporation of NCC as amended
(filed as Exhibit 3.1 to Registration Statement
No. 33-49823 and incorporated herein by reference).
4.2 NCC s First Restatement of By-Laws adopted April 27, 1987
(as amended through October 24, 1994) (filed as Exhibit
3.2 to Registration Statement No. 33-56539 and
incorporated herein by reference).
4.3 Amended and Second Restated 1991 Restricted Stock Plan
(filed as Exhibit 10.9 to Registration Statement 33-49823
and incorporated herein by reference).
4.4 Form of Restricted Stock Award Agreement made in
connection with National City Corporation Supplemental
Executive Retirement Plan (filed as Exhibit 10.10 to
NCC's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, and incorporated herein by
reference).
5 Opinion of David L. Zoeller, Senior Vice President,
General Counsel and Secretary of NCC as to the legality
of the securities being registered.
</TABLE>
<PAGE> 11
23.1 Consent of David L. Zoeller (included in his opinion
filed as Exhibit 5 to the Registration Statement and
incorporated herein by reference).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney.
ITEM 9. 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 in 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;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference 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.
(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) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Section 210.3-19 of this chapter at the
start of any delayed offering or throughout a continuous offering.
II-3
<PAGE> 12
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided that the registrant
includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants annual report pursuant to Section 13(a) or Section 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 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant 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 as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, and State of Ohio, on the
19th day of December, 1994.
NATIONAL CITY CORPORATION
By /s/ Robert G. Siefers
--------------------------
Robert G. Siefers
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
*
__________________________________ Chairman, Chief Executive December 19, 1994
Edward B. Brandon Officer, and Director
*
__________________________________ President, Chief Operating December 19, 1994
David A. Daberko Officer and Director
*
__________________________________ Deputy Chairman and Director December 19, 1994
William R. Robertson
*
__________________________________ Director December 19, 1994
Sandra H. Austin
___________________________________ Director
James M. Biggar
*
__________________________________ Director December 19, 1994
Charles H. Bowman
*
__________________________________ Director December 19, 1994
John G. Breen
___________________________________ Director
Richard E. Disbrow
*
___________________________________ Director December 19, 1994
Daniel E. Evans
*
__________________________________ Director December 19, 1994
Otto N. Frenzel, III
</TABLE>
II-5
<PAGE> 14
<TABLE>
<CAPTION>
Signatures Title Date
- --------- ----- ----
<S> <C> <C>
*
__________________________________ Director December 19, 1994
Joseph H. Lemieux
*
__________________________________ Director December 19, 1994
A. Stevens Miles
*
__________________________________ Director December 19, 1994
Burnell R. Roberts
___________________________________ Director
Stephen A. Stitle
*
___________________________________ Director December 19, 1994
Morry Weiss
</TABLE>
* David L. Zoeller, the undersigned attorney-in-fact, by signing his
name below, does hereby sign this Registration Statement on behalf of each of
the above-indicated officers and directors of National City Corporation
(constituting a majority of the directors) pursuant to a power of attorney,
dated December 19, 1994, executed by such persons.
By /s/ David L. Zoeller
__________________________________
David L. Zoeller
Attorney-in-Fact
<PAGE> 15
EXHIBIT INDEX
Page
Number in
Sequentially
Exhibit Number Exhibit Description Numbered Copy
- --------------------------------------------------------------------------------
4.1 Restated Certificate of Incorporation of
NCC as amended (filed as Exhibit 3.1 to
Registration Statement No. 33-49823 and
incorporated herein by reference).
4.2 NCC s First Restatement of By-Laws adopted
April 27, 1987 (as amended through October
24, 1994) (filed as Exhibit 3.2 to
Registration Statement No. 33-56539 and
incorporated herein by reference).
4.3 Amended and Second Restated 1991 Restricted
Stock Plan (filed as Exhibit 10.9 to
Registration Statement 33-49823 and
incorporated herein by reference).
4.4 Form of Restricted Stock Award Agreement
made in connection with National City
Corporation Supplemental Executive Retirement
Plan (filed as Exhibit 10.10 to NCC's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1992, and incorporated herein
by reference).
5 Opinion of David L. Zoeller, Senior Vice
President, General Counsel and Secretary
of NCC as to the legality of the securities
being registered.
23.1 Consent of David L. Zoeller (included in
his opinion filed as Exhibit 5 to the
Registration Statement and incorporated
herein by reference).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney.
II-7
<PAGE> 1
EXHIBIT 5
December 22, 1994
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
Re: Amended and Second Restated 1991 Restricted Stock Plan
Gentlemen:
As counsel for National City Corporation ("NCC"), I am delivering
this opinion in connection with the filing of Form S-8 Registration Statement
registering the sale of shares of NCC's common stock, par value $4.00 per
share (the "Common Stock"), in connection with the National City Corporation
Amended and Second Restated 1991 Restricted Stock Plan (the "Plan") and
participations therein. I have examined the Plan and such documents, records
and matters of law as I have deemed necessary for purposes of this opinion,
and based thereon I am of the opinion that:
1. The shares of Common Stock outstanding on the date hereof
which have been granted in accordance with the Plan, were duly
authorized, validly issued, fully paid and nonassessable; and
2. The shares of Common Stock which may be granted pursuant to
the Plan will be, when granted or transferred, validly issued,
fully paid and nonassessable so long as:
(a) the consideration received or to be received by NCC
is at least equal to the par value of such shares; and
(b) the issuance of any newly issued shares, and the
transfer of any treasury shares, is, prior to any such
issuance or transfer, duly authorized.
I hereby consent to the filing of this opinion as to the Form S-8
Registration Statement filed by NCC to effect registration of such shares under
the Securities Act of 1933 and to the reference to me under the caption "Legal
Opinion" in the Prospectus comprising a part of such Registration Statement.
Very truly yours,
DAVID L. ZOELLER
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 and related prospectus), pertaining to the Amended and
Second Restated 1991 Restricted Stock Plan of our report dated January 21,
1994, with respect to the consolidated financial statements of National City
Corporation included in its Annual Report on Form 10-K for the year ended
December 31, 1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
December 21, 1994
<PAGE> 1
EXHIBIT 24
DIRECTORS AND OFFICERS OF
NATIONAL CITY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned Directors and Officers of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David
L. Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with
full power of substitution and redistribution, as attorneys or attorney to sign
for us and in our names, in the capacities indicated below, under the
Securities Act of 1933, as amended, a Registration Statement on Form S-8
relating to the registration of the shares of Common Stock, par value $4.00 per
share, of the Corporation to be issued pursuant to the National City
Corporation Amended and Second Restated 1991 Restricted Stock Plan, and any and
all amendments and exhibits thereto, including post-effective amendments, and
any and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining thereto, with full power and authority to do and
perform any and all acts and things whatsoever required and necessary to be
done in the premises, as fully to all intents and purposes as we could do if
personally present, hereby ratifying and approving the acts of said attorneys,
and any of them, and any such substitute.
Executed this 19th day of December, 1994.
/s/ Sandra H. Austin Director
- ----------------------------
Sandra H. Austin
Director
- ----------------------------
James M. Biggar
/s/ Charles H. Bowman Director
- ----------------------------
Charles H. Bowman
/s/ Edward B. Brandon Chairman of the Board and Chief Executive
- ---------------------------- Officer (Principal Executive Officer)
Edward B. Brandon
/s/ John G. Breen Director
- ----------------------------
John G. Breen
/s/ David A. Daberko Director, President and Chief Operating
- ---------------------------- Officer
David A. Daberko
<PAGE> 2
Director
- ------------------------------------
Richard E. Disbrow
/s/ Daniel E. Evans Director
- ------------------------------------
Daniel E. Evans
/s/ Otto N. Frenzel III Director
- ------------------------------------
Otto N. Frenzel III
/s/ Joseph H. Lemieux Director
- ------------------------------------
Joseph H. Lemieux
/s/ A. Stevens Miles Director
- ------------------------------------
A. Stevens Miles
/s/ Burnell R. Roberts Director
- ------------------------------------
Burnell R. Roberts
/s/ William R. Robertson Director and Deputy Chairman of
- ------------------------------------ the Board
William R. Robertson
Director
- ------------------------------------
Stephen A. Stitle
/s/ Morry Weiss Director
- ------------------------------------
Morry Weiss
2
