<PAGE> 1
bailey/sec11K.mis
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 11-K
----------------
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQURIED)
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
---------- ----------
Commission File Number 1-10074
----------------
Full title of the plan and the address of the plan, if different from that of
the issuer named below:
THE NATIONAL CITY SAVINGS AND
INVESTMENT PLAN AND TRUST
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
NATIONAL CITY CORPORATION
1900 EAST NINTH STREET
CLEVELAND, OHIO 44114
<PAGE> 2
bailey/sec 11K.mis
REQUIRED INFORMATION
Audited financial statements and schedules for the Plan prepared in accordance
with the financial reporting requirements of the Employee Retirement Income
Security Act of 1974, as amended, are filed herewith in lieu of an audited
statement of financial condition and statement of income and changes in plan
equity.
Financial Statements and Exhibits
- - ---------------------------------
A. The following financial statements and schedules are filed as part of this
annual report and appear immediately after the signature page hereof:
1. Statement of Net Assets - December 31, 1993 and 1992
2. Statement of Income, Expenses and Changes in Net Assets - Years Ended
December 31, 1993, 1992, and 1991
3. Notes to Financial Statements
4. Schedule of Assets Held for Investment Purposes
B. The following exhibit is filed as part of this annual report:
Exhibit No. 24 ... Consent of Independent Auditors
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bailey/sec 11K.mis
SIGNATURES
----------
Pursuant to the requirements of The Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
THE NATIONAL CITY SAVINGS
AND INVESTMENT PLAN AND TRUST
Date: June 28, 1994 By: Karl A. Johns
-----------------------------
Karl A. Johns
Secretary to, and Member of,
The National City Savings and
Investment Plan Administrative
Committee
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bailey/sec 11.Kmis
AUDITED FINANCIAL STATEMENTS
THE NATIONAL CITY SAVINGS AND
INVESTMENT PLAN AND TRUST
DECEMBER 31, 1993 AND 1992
<PAGE> 5
Report of Independent Auditors
Administrative Committee of
The National City Savings and
Investment Plan and Trust
Cleveland, Ohio
We have audited the accompanying statements of net assets of The National City
Savings and Investment Plan and Trust as of December 31, 1993 and 1992, and the
related statements of income, expenses and changes in net assets for each of
the three years in the period ended December 31, 1993. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of The National City Savings and
Investment Plan and Trust at December 31, 1993 and 1992, and the related
income, expenses and changes in net assets for each of the three years in the
period ended December 31, 1993, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of December 31, 1993 is presented for purposes
of complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, and
is not a required part of the financial statements. The supplemental schedule
has been subjected to the auditing procedures applied in our audit of the 1993
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the 1993 financial statements taken as a whole.
ERNST & YOUNG
June 24, 1994
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<PAGE> 6
<TABLE>
The National City Savings and Investment Plan and Trust
Statement of Net Assets
December 31, 1993
<CAPTION>
Funds
----------------------------------------------------------------------------
National
City
Fixed Money Corporation Capital Participant
Equity Income Market Stock Preservation Loan Total
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 116,557 $ 44,248 $ 160,805
Investments (at fair value)--NOTE A:
NCC Investment Funds
for Retirement Trusts:
Equity fund
(cost--$59,162,359) $97,775,684 97,775,684
Fixed Income fund
(cost--$34,150,768) $36,567,064 36,567,064
Capital Preservation fund
(cost--$39,276,958) 39,276,958 39,276,958
NCC funds--Money Market portfolio
(cost--$44,921,524) $44,921,524 44,921,524
National City Corporation
common stock fund
(cost--$192,775,376) 278,440,607 278,440,607
Participant Loans 15,013,277 15,013,277
------------------------------------------------------------------------------------------
97,775,684 36,567,064 44,921,524 278,557,164 39,321,206 15,013,277 512,155,919
Receivables:
Contributions:
Employers 5,204,707 5,204,707
Employees 225,372 89,618 94,419 331,297 42,778 783,484
--------------------------------------------------------------- ------------
225,372 89,618 94,419 5,536,004 42,778 5,988,191
Accrued income 427,320 526,820 121,424 878 517 15,011 1,091,970
------------------------------------------------------------------------------------------
652,692 616,438 215,843 5,536,882 43,295 15,011 7,080,161
------------------------------------------------------------------------------------------
TOTAL ASSETS 98,428,376 37,183,502 45,137,367 284,094,046 39,364,501 15,028,288 519,236,080
LIABILITIES
Withdraw/transfer payable 406,537 230,495 1,052 951,970 922,832 2,512,886
Note payable 16,749,336 16,749,336
--------------------------------------------------------------- ------------
406,537 230,495 1,052 17,701,306 922,832 19,262,222
------------------------------------------------------------------------------------------
NET ASSETS $98,021,839 $36,953,007 $45,136,315 $266,392,740 $38,441,669 $15,028,288 $499,973,858
==========================================================================================
<F/N>
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
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<PAGE> 7
The National City Savings and Investment Plan and Trust
Statement of Net Assets
December 31, 1992
<TABLE>
<CAPTION>
Funds
----------------------------------------------------------------------------
National
City
Fixed Money Corporation Capital Participant
Equity Income Market Stock Preservation Loan Total
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (at fair value)--NOTE A:
NCC Investment Funds
for Retirement Trusts:
Equity fund
(cost--$60,663,364) $103,526,984 $103,526,984
Fixed Income fund
(cost--$30,399,076) $31,892,036 31,892,036
Capital Preservation fund
(cost--$38,905,520) $38,905,520 38,905,520
NCC funds--Money Market portfolio
(cost--$57,876,797) 268,966 1,023,684 $52,224,389 $ 4,359,758 57,876,797
National City Corporation common stock
(cost--$179,201,127) 270,284,400 270,284,400
Participant loans $11,366,009 11,366,009
------------------------------------------------------------------------------------------
103,795,950 32,915,720 52,224,389 274,644,158 38,905,520 11,366,009 513,851,746
Receivables:
Contributions:
Employers 1,864,517 1,864,517
Employees 251,297 88,771 113,417 288,051 51,221 792,757
--------------------------------------------------------------- ------------
251,297 88,771 113,417 2,152,568 51,221 2,657,274
Accrued income 1,897 1,851 144,135 10,406 1,134 9,590 169,013
------------------------------------------------------------------------------------------
253,194 90,622 257,552 2,162,974 52,355 9,590 2,826,287
------------------------------------------------------------------------------------------
TOTAL ASSETS 104,049,144 33,006,342 52,481,941 276,807,132 38,957,875 11,375,599 516,678,033
LIABILITIES
Withdraw/transfer payable 66,573 66,573
Note payable 26,045,022 26,045,022
------------------------ ------------
26,045,022 66,573 26,111,595
------------------------------------------------------------------------------------------
NET ASSETS $104,049,144 $33,006,342 $52,481,941 $250,762,110 $38,891,302 $11,375,599 $490,566,438
==========================================================================================
<F/N>
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
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<PAGE> 8
<TABLE>
The National City Savings and Investment Plan and Trust
Statement of Income, Expenses and Changes in Net Assets
Year Ended December 31, 1993
<CAPTION>
Funds
--------------------------------------------------------------------
National
City
Fixed Money Corporation
Equity Income Market Stock
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS
Investment income:
NCC Investment Funds for Retirement Trusts and NCC funds $ 2,377,683 $ 2,454,568 $ 1,550,318 $ 197,153
Dividends on National City Corporation common stock 11,638,167
Interest
--------------------------------------------------------------------
2,377,683 2,454,568 1,550,318 11,835,320
Contributions:
Employers 12,280,423
Employees 6,149,141 2,193,707 2,549,136 7,775,088
--------------------------------------------------------------------
6,149,141 2,193,707 2,549,136 20,055,511
DEDUCTIONS
Withdrawal and termination payments to participants 7,001,682 3,011,921 8,005,432 16,613,362
Interest expense 1,997,870
--------------------------------------------------------------------
7,001,682 3,011,921 8,005,432 18,611,232
NET REALIZED APPRECIATION AND UNREALIZED DEPRECIATION
Proceeds from sale of investments 17,514,275 10,092,064 13,302,449 38,907,092
Cost of investments 13,739,316 9,844,180 13,302,449 37,684,592
--------------------------------------------------------------------
NET REALIZED APPRECIATION 3,774,959 247,884 0 1,222,500
Unrealized (depreciation) appreciation of investments:
Beginning of year 42,863,620 1,492,960 91,083,273
End of year 38,613,325 2,416,296 85,665,231
------------------------------- ------------
NET UNREALIZED (DEPRECIATION) APPRECIATION (4,250,295) 923,336 (5,418,042)
TRANSFERS BETWEEN FUNDS AND PLANS
Transfers between funds (7,133,726) 1,166,684 (3,441,492) 7,198,496
Net transfers (to)/from The National City Savings
and Investment Plan No. 2 and Trust 59,244 20,325 50,971 (190,218)
Net transfers (to) The Merchants National Bank and
Trust Company of Indiana Military Banking Savings
and Investment Plan and Trust (2,629) (47,918) (49,127) (461,705)
--------------------------------------------------------------------
(7,077,111) 1,139,091 (3,439,648) 6,546,573
--------------------------------------------------------------------
CHANGE IN NET ASSETS (6,027,305) 3,946,665 (7,345,626) 15,630,630
Net assets at beginning of year 104,049,144 33,006,342 52,481,941 250,762,110
--------------------------------------------------------------------
NET ASSETS AT END OF YEAR $ 98,021,839 $36,953,007 $45,136,315 $266,392,740
====================================================================
</TABLE>
<TABLE>
<CAPTION>
Funds
-------------------------------
Capital Participant
Preservation Loan Total
--------------------------------------------------
<S> <C> <C> <C>
ADDITIONS
Investment income:
NCC Investment Funds for Retirement Trusts and NCC funds $ 2,229,882 $ 8,809,604
Dividends on National City Corporation common stock 11,638,167
Interest $ 725,832 725,832
--------------------------------------------------
2,229,882 725,832 21,173,603
Contributions:
Employers 12,280,423
Employees 1,152,000 19,819,072
----------- ------------
1,152,000 32,099,495
DEDUCTIONS
Withdrawal and termination payments to participants 3,393,085 38,025,482
Interest expense 1,997,870
----------- ------------
3,393,085 40,023,352
NET REALIZED APPRECIATION AND UNREALIZED DEPRECIATION
Proceeds from sale of investments 5,128,474 84,944,354
Cost of investments 5,128,474 79,699,011
----------- ------------
NET REALIZED APPRECIATION 0 5,245,343
Unrealized (depreciation) appreciation of investments
Beginning of year 135,439,853
End of year 126,694,852
------------
NET UNREALIZED (DEPRECIATION) APPRECIATION (8,745,001)
TRANSFERS BETWEEN FUNDS AND PLANS
Transfers between funds (716,819) 2,926,857 0
Net transfers (to)/from The National City Savings
and Investment Plan No. 2 and Trust 278,647 218,969
Net transfers (to) The Merchants National Bank and
Trust Company of Indiana Military Banking Savings
and Investment Plan and Trust (258) (561,637)
--------------------------------------------------
(438,430) 2,926,857 (342,668)
--------------------------------------------------
CHANGE IN NET ASSETS (449,633) 3,652,689 9,407,420
Net assets at beginning of year 38,891,302 11,375,599 490,566,438
--------------------------------------------------
NET ASSETS AT END OF YEAR $38,441,669 $15,028,288 $499,973,858
==================================================
<F/N>
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
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<PAGE> 9
The National City Savings and Investment Plan and Trust
Statement of Income, Expenses and Changes in Net Assets
Year Ended December 31, 1992
<TABLE>
<CAPTION>
Funds
----------------------------------------------------------------------------
National
City
Fixed Money Corporation Capital Participant
Equity Income Market Stock Preservation Loan Total
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Assets transferred from:
Merchants National Corporation
employee thrift plan $ 4,089,014 $13,425,040 $ 26,299,877 $ 598,191 $ 44,412,122
Ohio Citizens Bank profit
sharing plan and trust 5,853,144 $ 4,309,697 2,571,459 1,867,065 $ 4,288,314 18,889,679
Rollover contributions 216,671 99,808 380,993 16,865,958 48,046 17,611,476
Investment income:
NCC Investment Funds for
Retirement Trusts and NCC funds 2,353,606 2,252,626 1,530,826 81,955 2,227,598 8,446,611
Dividends on National City
Corporation common stock 6,640,768 6,640,768
Interest 43,494 687,709 731,203
----------------------------------------------------------------------------------------------
2,353,606 2,252,626 1,530,826 6,722,723 2,271,092 687,709 15,818,582
Contributions:
Employers 1,769,413 591,198 838,538 11,309,406 341,568 14,850,123
Employees 5,731,942 1,876,476 2,640,158 6,047,514 1,081,240 17,377,330
------------------------------------------------------------------ ------------
7,501,355 2,467,674 3,478,696 17,356,920 1,422,808 32,227,453
DEDUCTIONS
Withdrawal and termination payments
to participants 5,625,171 1,786,688 5,940,012 12,762,224 4,923,900 31,037,995
Interest expense 1,437,946 1,437,946
Assets transferred to The National
City Savings and Investment
Plan No. 2 and Trust 1,192,497 513,315 453,443 1,259,301 1,340,543 108,271 4,867,370
----------------------------------------------------------------------------------------------
6,817,668 2,300,003 6,393,455 15,459,471 6,264,443 108,271 37,343,311
NET REALIZED AND
UNREALIZED APPRECIATION
Proceeds from sale of investments 17,541,119 7,941,144 10,525,594 29,165,100 16,382,340 81,555,297
Cost of investments 16,778,610 7,914,184 10,525,594 25,347,890 16,382,340 76,948,618
------------------------------------------------------------------ ------------
NET REALIZED APPRECIATION 762,509 26,960 0 3,817,210 0 4,606,679
Unrealized appreciation
of investments:
Beginning of year 40,404,457 1,397,734 49,624,203 91,426,394
Unrealized appreciation on
assets transferred 473,098 25,156 40,308,368 40,806,622
End of year 42,863,620 1,492,960 91,083,273 135,439,853
------------------------ ------------ ------------
NET UNREALIZED APPRECIATION 2,932,261 120,382 81,767,438 84,820,081
------------------------ ------------ ------------
3,694,770 147,342 85,584,648 89,426,760
TRANSFERS BETWEEN FUNDS (2,945,114) (183,540) (1,709,636) (778,130) 4,270,624 1,345,796 0
----------------------------------------------------------------------------------------------
CHANGE IN NET ASSETS 13,945,778 6,793,604 13,283,923 138,459,590 6,036,441 2,523,425 181,042,761
Net assets at beginning of year 90,103,366 26,212,738 39,198,018 112,302,520 32,854,861 8,852,174 309,523,677
----------------------------------------------------------------------------------------------
NET ASSETS AT END OF YEAR $104,049,144 $33,006,342 $52,481,941 $250,762,110 $38,891,302 $11,375,599 $490,566,438
==============================================================================================
<F/N>
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
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<PAGE> 10
The National City Savings and Investment Plan and Trust
Statement of Income, Expenses and Changes in Net Assets
Year Ended December 31, 1991
<TABLE>
<CAPTION>
Funds
----------------------------------------------------------------------------------
National
City
Fixed Money Corporation Capital Participant
Equity Income Market Stock Preservation Loan Total
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Assets transferred from:
Buckeye Financial Corporation
employee stock ownership plan
and section 401(k) plan $ 40,539 $ 77,876 $ 479,229 $ 294,587 $ 892,231
Rollover contributions 111,219 $ 36,855 32,648 82,017 83,437 346,176
Investment income:
NCC Investment Funds for
Retirement Trusts and NCC funds 2,193,840 1,860,228 2,128,540 83,288 1,874,220 8,140,116
Dividends on National City
Corporation common stock 5,784,447 5,784,447
Interest 582,190 $ 597,972 1,180,162
----------------------------------------------------------------------------------------------
2,193,840 1,860,228 2,128,540 5,867,735 2,456,410 597,972 15,104,725
Contributions:
Employers 3,170,763 1,231,638 1,968,541 4,069,311 814,344 11,254,597
Employees 4,428,269 1,668,250 2,689,584 5,522,946 1,082,177 15,391,226
------------------------------------------------------------------- -----------
7,599,032 2,899,888 4,658,125 9,592,257 1,896,521 26,645,823
DEDUCTIONS
Withdrawal and termination
payments to participants 4,802,601 2,594,165 4,256,773 11,224,368 3,139,262 26,017,169
NET REALIZED AND
UNREALIZED APPRECIATION
Proceeds from sale of investments 13,330,653 8,173,474 4,611,134 33,977,079 8,064,887 68,157,227
Cost of investments 13,268,616 8,162,934 4,611,134 27,193,383 8,064,887 61,300,954
------------------------------------------------------------------- -----------
NET REALIZED APPRECIATION 62,037 10,540 0 6,783,696 0 6,856,273
Unrealized appreciation
of investments:
Beginning of year 19,934,187 168,412 37,289,369 57,391,968
Unrealized depreciation on
assets transferred 183,986 183,986
Unrealized depreciation on
assets sold 212,490 212,490
End of year 40,404,457 1,397,734 49,624,203 91,426,394
------------------------- ------------ -----------
NET UNREALIZED APPRECIATION 20,470,270 1,229,322 11,938,358 33,637,950
------------------------- ------------ -----------
20,532,307 1,239,862 18,722,054 40,494,223
TRANSFERS BETWEEN FUNDS 3,003,905 2,580,881 2,394,195 (11,549,664) 2,338,248 1,232,435 0
----------------------------------------------------------------------------------------------
CHANGE IN NET ASSETS 28,678,241 6,023,549 5,034,611 11,969,260 3,929,941 1,830,407 57,466,009
Net assets at beginning of year 61,425,125 20,189,189 34,163,407 100,333,260 28,924,920 7,021,767 252,057,668
----------------------------------------------------------------------------------------------
NET ASSETS AT END OF YEAR $90,103,366 $26,212,738 $39,198,018 $112,302,520 $32,854,861 $8,852,174 $309,523,677
==============================================================================================
<F/N>
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
-6-
<PAGE> 11
The National City Savings and Investment Plan and Trust
Notes to Financial Statements
December 31, 1993
A. SIGNIFICANT ACCOUNTING POLICIES
The accounting records of The National City Savings and Investment Plan and
Trust (the "Plan") are maintained on the accrual basis. The Plan was
established effective July 1, 1984.
The fair value of participation units owned by the Plan in several funds of the
National City Bank Investment Funds for Retirement Trusts ("NCB Funds") and the
Money Market Portfolio of the NCC Funds ("NCC Funds") are based on quoted
redemption values on the last business day of the Plan year. Income from these
funds is distributed monthly to the Plan as earned.
Contributions made to the Equity, Fixed Income, Capital Preservation and
National City Corporation Stock Funds may be temporarily invested in the NCC
Funds Money Market Portfolio.
The following are the significant accounting policies for the NCC Investment
Funds for Retirement Trusts:
INVESTMENT VALUATION
Investments are carried at their market value. Securities traded on a
national securities exchange are valued at the last reported sales price
on the last business day of the year and securities traded in the
over-the-counter market and listed securities for which no sale was
reported on that date are valued at fair value as determined by the
Trustee based on reported bid prices. Discount securities are valued at
cost which approximates market value. Temporary investments are valued
at market which approximates cost. Real estate mortgage loans are valued
at current trading rates. The investments in investment contracts in the
Capital Preservation Fund are valued by the Trustee at their fair values,
which, in each case since the commencement of that Fund, has been equal,
with respect to each investment contract, to the maturity value of the
contract, adjusted appropriately for redemptions.
INVESTMENT TRANSACTIONS
Purchases and sales are accounted for on the trade date. Cost of
securities sold is determined by the average cost method.
-7-
<PAGE> 12
The National City Savings and Investment Plan and Trust
Notes to Financial Statements--Continued
A. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED
INCOME RECOGNITION
Interest income is reported as earned. Dividend income is recorded on
the ex-dividend date. Bond premiums are not amortized. Bond discounts
are not accreted into income.
INCOME DISTRIBUTION
Net investment income is distributed quarterly to participants as
earned. The discount accreted on discount securities is distributed to
participants as investment income. For the Capital Preservation Fund,
net investment income is reinvested monthly in additional participant
units.
FEDERAL INCOME TAXES
The Funds are exempt from Federal income taxes and, therefore, no
Federal income tax provision is required.
The Capital Preservation Fund's investments in insurance company deposit
administration contracts are valued at contract value. Contract value
represents contributions made under the contract, plus interest at the contract
rate, less funds used to purchase annuities and pay administrative expenses.
National City Corporation common stock is valued at the last reported sales
price on the last business day of the year. Dividend income is recorded on the
ex-dividend date.
Assets held in the National City Corporation Stock Fund (stock fund) consisted
of shares of National City Corporation common stock and units of NCC
funds--Money Market portfolio. In 1993, the Plan formed the National City
Corporation Common Stock Fund (common stock fund) by transferring assets from
the stock fund to the common stock fund in exchange for units. Units were
determined by dividing the sum of the market value of National City
Corporation common stock and NCC funds--Money Market portfolio by the number of
National City Corporation shares outstanding. Units were proportionally
allocated to the participants. This transaction had no affect on the market
value of net assets.
-8-
<PAGE> 13
The National City Savings and Investment Plan and Trust
Notes to Financial Statements--Continued
A. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED
The unrealized appreciation and depreciation of investments is the difference
between fair value and the cost of investments.
The realized gain or loss on investments is the difference between the proceeds
received and the average cost of investments sold.
Both realized and unrealized gains and losses are computed based on historical
cost for financial statement purposes, whereas the revalued cost was used for
the Form 5500 as required by the Department of Labor.
Transfers between plans represents participants who have a change in employment
status at National City Corporation or one of its subsidiaries.
B. PLAN DESCRIPTION
The Plan is a defined contribution plan for substantially all Corporation
Personnel, other than law enforcement officers hired to perform off duty
services and student interns, who are employed by any subsidiary of National
City Corporation which has adopted the Plan ("employers"). All administrative
expenses of the Plan are paid by the employers.
An eligible employee may become a participant in the Plan on the first day of
any calendar month after he or she has attained age 21 and completed at least
one employment year and 1,000 hours of service. The Plan allows participants
to elect to contribute from 1% to 10% of base compensation. Participant
contributions may be deposited in 5% increments in an Equity Fund, a Fixed
Income Fund, a Money Market Fund, a Capital Preservation Fund or the National
City Corporation Stock Fund.
The employers make monthly contributions out of current or accumulated profits.
The employer's monthly matching contribution is equal to 100% of the
participant's contributions up to 3% of the participant's base compensation.
For additional participant contributions, up to 7% of base compensation, the
employers' monthly matching contribution is equal to 50% of the participant's
contribution. The Plan was amended during 1992 to require the employer match
to be in the form of National City Corporations's common stock.
-9-
<PAGE> 14
The National City Savings and Investment Plan and Trust
Notes to Financial Statements--Continued
B. PLAN DESCRIPTION--CONTINUED
The Plan also provides for a supplemental employer profit sharing matching
contribution if National City Corporation's return on equity equals
or exceeds 12%. The supplemental contribution is based on achieved return on
equity, with a maximum supplemental contribution of 50%. For 1993 and 1992,
the supplemental employer profit sharing contribution was 25% and 8%,
respectively, based on achieved return on equity of 16.12% and 15.31%,
respectively.
All assets of the Plan are recorded in individual participant accounts.
Participants are fully vested as to their contributions and earnings.
Employer matching contributions are unconditionally credited to the
accounts of the participant. To be eligible to share in a supplemental
employer profit sharing contribution, a participant must be an employee on
December 31 of that year or have terminated employment during the year by
reason of retirement, death, or disability. Supplemental employer profit
sharing contributions are unconditionally credited to the accounts of the
participant.
Participants are allowed to borrow at a variable interest rate up to 50% of the
value in their vested account balance, with a minimum loan of $500 and a
maximum loan of $50,000. Participants are restricted to only one loan in any
twelve month period and to a maximum of two loans at any one time. The
interest rates on loans was 6.00% and 6.50% at December 31, 1993 and 1992,
respectively.
C. PLAN MERGERS
On May 2, 1992, National City Corporation and Merchants National Corporation
entered into a merger whereby each share of Merchants National Corporation
would be exchanged for 1.12 shares of common stock of National City
Corporation.
Merchants National Corporation's Employee Thrift Plan (the "Merchants Plan")
encompassed an employer stock ownership plan which included the purchase of
approximately 1.44 million shares of Merchants National Corporation stock
financed by a loan from Merchants National Corporation to the Plan of
$30,490,000.
-10-
<PAGE> 15
The National City Savings and Investment Plan and Trust
Notes to Financial Statements--Continued
C. PLAN MERGERS--CONTINUED
As of July 1, 1992, the Merchants Plan merged into the Plan and were placed in
similar investments including approximately 1.5 million shares of National City
Corporation Stock (received in the merger discussed above) reduced by a loan
payable of approximately $29,000,000 to National City Corporation. The
unrealized appreciation in the Merchant Plan, as of the date of the merger, was
separately recorded in net assets of the transferred Plans.
Effective April 30, 1992, the assets of Ohio Citizens Bank Profit Sharing Plan
were transferred into the Plan.
Effective January 1, 1992, the Plan was amended to transfer participant
accounts of non-exempt employees of the National City Processing Company, a
wholly-owned subsidiary of National City Corporation into the National City
Savings and Investment Plan No. 2 and Trust.
D. INVESTMENTS AND TRANSACTIONS WITH PARTIES-IN-INTEREST
The Trust Department of National City Bank is trustee for the assets of the
Plan. National City Bank serves as investment advisor to the investment
portfolios of the NCC Funds and the Plan invests in the NCC Funds--Money Market
Portfolio.
The following is a summary of the Plan's participant units in the NCB Funds and
NCC Funds:
<TABLE>
<CAPTION>
NCB NCC NCB
NCB Fixed Money Capital
Equity Income Market Preservation
Fund Fund Portfolio Fund
------------------------------------------------
<S> <C> <C> <C> <C>
BALANCES JANUARY 1, 1992 710,775 239,110 50,518,429 26,190,420
Purchases 128,143 80,622 83,629,521 14,364,821
Sales (15,620) (5,421) (74,318,143) (580,000)
Transfers to The National
City Savings & Investment
Plan No. 2 and Trust (8,322) (4,303) (1,953,010) (1,069,721)
------------------------------------------------
BALANCES DECEMBER 31, 1992 814,976 310,008 57,876,797 38,905,520
Purchases 32,661 59,290 55,896,064 4,516,266
Sales (75,192) (27,102) (68,851,337) (4,144,828)
------------------------------------------------
BALANCES DECEMBER 31, 1993 772,445 342,196 44,921,524 39,276,958
================================================
</TABLE>
-11-
<PAGE> 16
The National City Savings and Investment Plan and Trust
Notes to Financial Statements--Continued
D. INVESTMENTS AND TRANSACTIONS WITH PARTIES-IN-INTEREST--CONTINUED
Effective January 1, 1992, Equity Fund units were adjusted to reflect a 5 for 1
split based upon unit holdings as of January 1, 1992. All Equity Fund units
have been restated to reflect the 5 for 1 split.
The following is a summary of shares of common stock of National City
Corporation held by the Plan:
<TABLE>
<S> <C>
BALANCE JANUARY 1, 1992 5,841,564
Purchases 375,532
Transfers from merged plans 5,008,646
Sales (289,594)
Transfers to The National City Savings & Investment
Plan No. 2 and Trust (43,074)
----------
BALANCE DECEMBER 31, 1992 10,893,074
Purchases 349,359
Sales (182,031)
----------
BALANCE DECEMBER 31, 1993 11,060,402
==========
</TABLE>
Effective April 1, 1993, shares of common stock of National City Corporation
were adjusted to reflect a 2 for 1 split based upon share holdings as of
April 1, 1993. All National City Corporation common stock shares have been
restated to reflect the 2 for 1 split.
The following is a summary of units of National City Corporation Common Stock
Fund held by the plan:
<TABLE>
<S> <C>
BALANCE JANUARY 1, 1993 0
Conversion to units 11,300,709
Purchases 412,205
Sales (368,298)
----------
BALANCE DECEMBER 31, 1993 11,344,616
==========
</TABLE>
-12-
<PAGE> 17
The National City Savings and Investment Plan and Trust
Notes to Financial Statements--Continued
E. NOTE PAYABLE
As part of the transfer of Assets from the Merchants National Corporation
Employee Thrift Plan, the plan incurred a loan payable to National City
Corporation. The loan is secured by the unallocated shares (2,194,401 at
December 31, 1993) bears interest at 9% and is due in quarterly principal
and interest installments with the last payment due March 31, 2020.
F. INCOME TAX STATUS
The Plan has received a favorable determination letter from the Internal
Revenue Service as to the tax qualified status of the Plan. This letter does
not express an opinion as to whether the Plan satisfies the provisions of the
Tax Reform Act of 1986. The Plan Administrator believes that the Plan is in
operational compliance with the Internal Revenue Code of 1986 and will remain
qualified and exempt from Federal income taxes.
The matching contributions to the Plan by the employer are tax deductible.
Participant's salary reduction contributions will not be subject to Federal
income taxes in the year contributed but will be subject to applicable Social
Security taxes. In general, participant withdrawals will be subject to Federal
income taxes at ordinary rates. Also, a portion of the withdrawal
may be subject to an additional 10% tax if certain criteria are met.
-13-
<PAGE> 18
<TABLE>
The National City Savings and Investment Plan and Trust
Schedule of Assets Held for Investment Purposes
December 31, 1993
<CAPTION>
Description of Investment Including
Identity of Issue, Borrower Maturity Date, Rate of Interest
or Similar Party Collateral, Par or Maturity Value Cost Fair Value
- - -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NCC Investment Funds for
Retirement Trusts:
Equity Fund* 772,445 units $ 59,162,359 $ 97,775,684
Fixed Income Fund* 342,196 units 34,150,768 36,567,064
Capital Preservation Fund* 39,276,958 units 39,276,958 39,276,958
NCC Funds--Money Market 44,921,524 units 44,921,524 44,921,524
Portfolio*
National City Corporation
Common Stock Fund* 11,344,616 units 192,775,376 278,440,607
Loans receivable from Various maturity dates
participants* and rates of interest 15,013,277 15,013,277
<FN>
*Indicates party-in-interest to the Plan.
</TABLE>
-14-
<PAGE> 1
Exhibit (24)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-45363) pertaining to The National City Savings and Investment Plan
and Trust of National City Corporation of our report dated June 24, 1994 with
respect to the financial statements and schedules of The National City Savings
and Investment Plan and Trust included in this Annual Report (Form 11-K) for
the year ended December 31, 1993.
ERNST & YOUNG
Cleveland, Ohio
June 24, 1994
