<PAGE> 1
As filed with the Securities and Exchange Commission on April 25, 1995
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)
150th ANNIVERSARY STOCK OPTION 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)
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<S> <C> <C> <C> <C>
Common Stock,
par value $4.00
per share 3,500,000 $27.9375 $97,781,250 $33,717.67
<FN>
(1) Plus such indeterminate number of additional shares as may be sold or delivered as a result of adjustments
required by antidilution provisions. 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) These shares are to be offered pursuant to Option Rights granted under the National City Corporation 150th
Anniversary Stock Option Plan which pertain to common shares and the option price of which shall not be
less than market value at date of grant. The registration fee has been calculated in accordance with Rule 457(h)
based on the average of the high and low prices of the Corporation's common stock reported on the New York
Stock Exchange on April 20, 1995 which average was $27.9375.
</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. General Plan Information. . . . . . General Plan Information
4. Securities to be Offered . . . . . Incorporation of Certain Documents
by Reference; Securities to be Offered
5. Employees Who May Participate
in the Plan . . . . . . . . . . . . Employees Who May Participate in the
Plan
6. Purchase of Securities Pursuant
to the Plan and Payment For
Securities Offered. . . . . . . . . Purchase of Securities Pursuant to the
Plan and Payment For Securities
Offered
7. Resale Restrictions . . . . . . . . Purchase of Securities Pursuant to
the Plan and Payment For Securities
Offered
8. Tax Effects of Plan Participation . Tax Effects of Plan Participation
9. Investment of Funds . . . . . . . . Not Applicable
10. Withdrawal From the Plan;
Assignment of Interest. . . . . . . Withdrawal From the Plan;
Assignment of Interest
11. Forfeitures and Penalties . . . . . Withdrawal From the Plan; Assignment
of Interest
12. Charges and Deductions
and Liens Therefor. . . . . . . . . Not Applicable
13. Registration Information and
Employee Plan Annual Information. . Incorporation of Certain Documents
by Reference
<PAGE> 3
PROSPECTUS
NATIONAL CITY CORPORATION
150TH ANNIVERSARY STOCK OPTION PLAN
3,500,000 SHARES
------------------
This Prospectus relates to Securities of National City Corporation (the
"Corporation"), which have been awarded to certain part-time or full-time
employees of the Corporation ("Employees") pursuant to the 150th Anniversary
Stock Option Plan (the "Plan").
Such securities include Option Rights (as hereinafter defined) granted
pursuant to the Plan to purchase the Corporation's par value $4.00 per share
Common Stock (as hereinafter defined) together with any security which may be
augmented or be substituted for the Common Stock of the Corporation by reason of
any transaction or event of the type described in the Plan. The shares of Common
Stock which shall be the subject of the Option Rights pursuant to this Plan may
be treasury shares or shares of original issue or a combination of the
foregoing. Subject to the adjustments of this Plan, no more than 3,500,000
shares of Common Stock may be sold upon the exercise of Option Rights.
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 the Corporation since the date hereof or the dates as of which
information is set forth herein.
------------------
THE DATE OF THIS PROSPECTUS IS MAY 17, 1995.
<PAGE> 4
AVAILABLE INFORMATION
The Corporation 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 the Corporation 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 the Corporation and the securities offered
hereby is contained in the Registration Statement and the exhibits relating
thereto, filed by the Corporation with the Commission under the Securities Act.
For further information pertaining to the Corporation 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 the Corporation with the
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) Annual Report of the Corporation on Form 10-K for the fiscal year ended
December 31, 1994 and its Report on Form 8-K dated February 28, 1995;
and
(b) The description of the Corporation's Common Stock set forth in the
Restated Certificate of Incorporation of the Corporation, as amended
(filed as Exhibit 3.1 to Registration Statement #33-49823) and all
amendments and reports filed for the purpose of updating that
description.
All other reports subsequently filed by the Corporation 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 securities being offered have
been sold or which deregisters all such securities 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 the Corporation by reference
which are not presented herein or delivered herewith. The Corporation'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 December 31, 1994, the Corporation, was the third largest bank holding
company headquartered in the State of Ohio and approximately the 28th largest in
the United States on the basis of total assets. National City owns and operates
10 commercial banks having a total of 614 banking offices in Ohio, Kentucky and
Indiana. The four largest such subsidiary banks (and only significant
subsidiaries) are National City Bank
2
<PAGE> 5
(Cleveland), National City Bank, Columbus; National City Bank, Indiana; and
National City Bank, Kentucky. The banks and other subsidiaries and divisions
conduct a variety of financial services businesses. In addition to a general
commercial banking business, the Corporation or its subsidiaries are engaged in
trust, mortgage banking, merchant banking, leasing, item processing, venture
capital, insurance, and other financially related businesses. The Corporation
and its subsidiaries had 20,306 full-time equivalent employees at December 31,
1994. The principal executive offices of the Corporation are located at 1900
East Ninth Street, Cleveland, Ohio 44114, telephone number (216) 575-2000.
For more detailed information about the Corporation, reference is made to
the Corporation's Annual Report on Form 10-K for the year ended December 31,
1994, which is incorporated herein by reference. See "AVAILABLE INFORMATION" and
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
DEFINED TERMS
(a) The term "Board of Directors" means the Board of Directors of National
City Corporation.
(b) The term "Common Stock" means common stock, par value $4 per share, of
the Corporation together with any security which may augment or be substituted
for the common stock of the Corporation by reason of any transaction or event of
the type described in the Plan.
(c) The term "Employee" means a person who is a full-time or part-time
employee of the Corporation or any Subsidiary on May 17, 1995 and who is granted
an Option Certificate. Executive officers of the Corporation as last designated
by the Board of Directors prior to May 17, 1995 for purposes of Section 16 of
the Securities Exchange Act of 1934 are, however, specifically excluded from the
definition of Employee.
(d) The term "Market Value per Share" means, at any date, the per share
closing price of Common Stock, on the New York Stock Exchange on that date as
reported by The Wall Street Journal (Midwest Edition) or, if the Common Stock
shall be primarily traded in another market, as determined in a manner specified
by the Corporation using quotations in such other market.
(e) The term "Normal Retirement Date" shall mean the earliest date at which
an individual would be entitled to receive normal retirement benefits if he were
a participant in the National City Corporation Non-Contributory Retirement Plan.
(f) The term "Option Certificate" shall mean the 150 year anniversary
commemorative certificate approved by the Board of Directors. The Option
Certificate shall have the provisions of the Plan set forth on its reverse side.
(g) The term "Option Right" means the right to purchase a share of Common
Stock upon exercise of an Outstanding Option.
(h) The term "Outstanding Option" means, at any time, an option to purchase
shares of Common Stock granted by the Corporation or any of its Subsidiaries
pursuant to this Plan.
(i) The term "Subsidiary" shall mean any corporation in which the
Corporation owns or controls, directly or indirectly, not less than 90% of the
total combined voting power represented by all classes of stock issued by such
corporation. Any corporation that is a Subsidiary on May 17, 1995 shall cease to
be a Subsidiary for purposes hereof on that date when the Corporation's
ownership of the total combined voting power represented by all classes of stock
in such corporation becomes less than 90%.
3
<PAGE> 6
PLAN INFORMATION
Set forth below is a summary description of the 150th Anniversary Stock
Option Plan.
PURPOSE OF THE PLAN
The purposes of the 150th Anniversary Stock Option Plan are to provide
employment incentives and to encourage capital accumulation and stock ownership
by Employees of the Corporation and its Subsidiaries.
GENERAL PLAN INFORMATION
On May 17, 1995 each Employee shall be granted Option Rights to purchase
150 shares of Common Stock at a per share exercise price equal to the Market
Value per Share as of May 17, 1995.
The Plan shall be administered by the Corporation's Corporate Human
Resources Department or by such other department(s) which the Chairman of the
Board may designate from time to time ("Administering Departments"). The
interpretation and construction of any provisions of the Plan and any
determination by the Administering Departments pursuant to any provision of this
Plan shall be final and conclusive. Neither the Corporation or any individual
acting on behalf of the Corporation shall be liable for any such action or
determination made in good faith. The records of the Corporation maintained at
its principal office in the United States shall be final and conclusive as to
who was granted an Option Certificate and the number of Option Rights which each
Employee holds from time to time under this Plan.
The Corporation believes that the Plan is not subject to the Employment
Retirement Income Security Act of 1974 and is not of the type that is subject to
qualification under Section 401(a) of the Internal Revenue Code.
Additional information about the Plan and its administrators may be
obtained from Shelley J. Seifert, Senior Vice President, Human Resources, 1900
East Ninth Street, Cleveland, OH 44114-3484, telephone number (216) 575-2458.
SECURITIES TO BE OFFERED
The shares of Common Stock which shall be the subject of Option Rights
pursuant to this Plan may be treasury shares or shares of original issue or a
combination of the foregoing. Subject to the adjustments of this Plan, no more
than 3,500,000 shares of Common Stock may be sold upon the exercise of Option
Rights granted pursuant to this Plan. The Corporation shall not be required to
issue any fractional shares of Common Stock pursuant to this Plan and may
provide for the elimination of fractions or for the settlement of fractions in
cash.
The Board of Directors may make or provide for such adjustments in the
maximum numbers of shares of Common Stock covered by Option Rights granted
hereunder, and in the prices per share applicable under such Option Rights, as
the Board of Directors in its sole discretion, exercised in good faith, may
determine is equitably required to prevent dilution or enlargement of the rights
of Employees that otherwise would result from any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the Corporation, merger, consolidation, spin-off, reorganization, partial or
complete liquidation, issuance of rights or warrants to purchase securities, or
any other corporate transaction or event having an effect similar to any of the
foregoing.
Any contrary provision of the Plan notwithstanding, an Option Right shall
not be exercisable by, and the Corporation shall not be obligated to sell or
deliver any Common Stock subject thereto, to a resident of any country unless
and until such Common Stock and the sale thereof pursuant to this Option Plan
have been listed, registered or otherwise qualified under all applicable laws or
regulations or confirmation of exemption from the applicable listing,
registration or qualification laws or regulations shall have been obtained or
verified with respect to the Employee exercising his Option Rights and such
listing, registration or qualification or exemption therefrom shall continue to
be effective, all as the Corporation shall, in its sole discretion, determine to
be necessary or advisable. The Corporation shall use its best efforts to
maintain registration and applicable qualification of such Common Stock and the
sale thereof with the United States Securities and
4
<PAGE> 7
Exchange Commission and applicable state and local regulatory agencies in the
United States. The Corporation shall not be required, however to incur any
direct or indirect expenses to list, register or qualify or to maintain the
listing, registration or qualification of the sale of Common Stock pursuant to
this Option Plan in any or all of the applicable countries. The Corporation may
require that the Employee make such representations and agreements and furnish
such information as the Corporation may request to assure compliance with or
exception from the foregoing or any other applicable legal requirements and may
cause the Certificate or Certificates issued upon the exercise of Option Rights
to bear a legend indicating the existence of any restriction resulting from such
representations and agreements.
EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN
Persons who are part-time or full-time Employees of the Corporation or any
Subsidiary on May 17, 1995 and who are granted an Option Certificate will
participate in the Plan. NCC's Chairman of the Board is authorized to determine
the Employees who will be granted Option Rights under this Plan. Executive
Officers of the Corporation as last designated by the Board of Directors prior
to May 17, 1995 for purposes of the Securities Exchange Act of 1933 are excluded
from participation in the Plan.
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED
The Option Rights (unless terminated as herein provided) shall be
exercisable only to the extent of 50 Option Rights after the Employee shall have
been in continuous employ of the Corporation or any Subsidiary through May 17,
1998, an additional 50 Option Rights after the Employee shall have been in
continuous employ of the Corporation or any Subsidiary through May 17, 1999 and
all of the Option Rights after the Employee shall have been in the continuous
employ of the Corporation or any Subsidiary through May 17, 2000; provided,
however, that the Option Rights (unless terminated as herein provided) shall
become immediately fully exercisable upon the Employee ceasing to be an employee
of the Corporation or a Subsidiary by reason of Employee's voluntary termination
of employment at or after the Normal Retirement Date. The Option Rights of any
Employee shall not, however, become exercisable until such exercise and the
issuance and delivery of Common Stock to the Employee conform to all applicable
laws and regulations of the country wherein the Employee resides; provided,
however, that the Corporation shall not be required to incur any direct or
indirect expense to conform with such applicable laws or regulations to cause
the Employee's Option Rights to become exercisable. The continuous employment of
the Employee with the Corporation or any Subsidiary shall not be deemed
interrupted, and the Employee shall not be deemed to have ceased to be an
employee of the Corporation or any Subsidiary by reason of a transfer as an
Employee among the Corporation and the Subsidiaries. A leave of absence approved
by the Corporation for illness, military, or government service or other cause
shall not be considered as a break in employment.
The Option Price shall be payable to the Corporation at its principal
office in the United States (a) in United States currency or by check payable in
United States currency that is acceptable to the Corporation, (b) or by
exchanging previously acquired shares of Common Stock of equivalent market value
on the date of exercise with the total Option Price for the portion of the
Option Rights exercised, (c) or by a combination of (a) and (b).
Employees who become affiliates" of the Corporation in making resales
should comply with the applicable provisions of Rule 144 of the Securities and
Exchange Commission, unless they qualify for another exemption from
registration. Employees who are not affiliates may make resales without the
necessity of complying with Rule 144.
TAX EFFECT OF PLAN PARTICIPATION
To the extent that the Corporation is required to withhold federal, state,
local or foreign taxes in connection with any payment made or benefit realized
by an Employee under this Plan, and the amounts available to the Corporation for
the withholding are insufficient, it shall be a condition to the receipt of any
such payment or the realization of any such benefit that the Employee make
arrangements satisfactory to the Corporation for payment of the balance of any
taxes to be withheld. Where allowed by law and applicable registration and
qualification requirements or exemptions and at the sole discretion of the
Corporation,
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<PAGE> 8
arrangements to pay all or a portion of the withholding taxes may include
relinquishment or assignment of all or a portion of the Employee's Option
Rights, any payment due to the Employee pursuant to this Plan or the surrender
of outstanding Common Stock. The Corporation and any Employee may also make
similar arrangements with respect to the payment of any taxes with respect to
which withholding is not required.
Non-qualified Option Rights will not result in any taxable income to the
optionee or deduction to the Corporation at the time they are granted. In
general, the holder of non-qualified Option Rights will realize taxable ordinary
compensation income at the time of the exercise of the Option Rights to purchase
Common Stock in any amount measured by the excess of the fair market value of
the shares at that time over the option price. The tax basis to the optionee for
non-qualified option shares acquired would be the option price plus such taxable
ordinary compensation income. When the optionee disposes of the shares, short or
long-term capital gain or loss will be recognized, based on the holding period
of the shares.
The amount included in the income of the optionee of non-qualified Option
Rights as ordinary compensation income determines the amount of the deduction to
which the Corporation is entitled.
WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST
An Employee's Option Rights shall terminate on the earliest of the
following dates:
(a) Three years after the death of the Employee;
(b) Immediately upon the termination of employment of the Employee
with the Corporation or any Subsidiary if such termination arises from any
reason other than (1) the death of the Employee or (2) the Employee's
voluntary termination of employment at or after the Normal Retirement Date
or at an earlier date with the consent of the Corporation;
(c) Immediately upon the termination of the Corporation's or any
Subsidiary's control of the business enterprise in which the Employee is
engaged;
(d) May 17, 2005;
(e) In the event the Employee shall intentionally commit an act that
is materially inimical to the interest of the Corporation or any
Subsidiary, and the Corporation shall so find, the Employee's Option Rights
shall terminate at the time of such act, notwithstanding any other
provision of this Plan; or
(f) In the event the Corporation shall determine in its sole
discretion that the Option Rights or the exercise thereof or the issuance
of Common Stock do not conform with the laws or regulations of the
Employee's country of residence and it is not foreseeable in the
Corporation's sole judgment that such Option Rights, the exercise thereof
or the issuance of Common Stock will conform with such laws and regulations
in the future.
Nothing contained in this Plan shall limit whatever right the Corporation or any
Subsidiary might otherwise have to terminate the employment of the Employee.
No Option Right shall be transferable by an Employee other than by will or
the laws of descent and distribution. Option Rights shall be exercisable during
the Employee's lifetime only by the Employee or by the Employee's guardian or
legal representative.
TRANSLATIONS AND LAW GOVERNING
This Plan may be translated from English into one or more other languages.
The English version of this Plan shall, however, be the controlling version with
respect to the interpretation and administration of the Plan. The Option Rights
and the Plan shall be construed under and governed by the laws of the United
States and the State of Delaware.
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<PAGE> 9
LEGAL OPINION
The validity of the Common Stock offered under this Prospectus will be
passed upon for the Corporation 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.
ADDITIONAL INFORMATION
From time to time, the Corporation may update or supplement this Prospectus
by issuing amendments or supplements in the form of appendices. These documents
constitute an integral part of this Prospectus. The Corporation will also
deliver to Employees copies of the Corporation's annual report, proxy statement,
and other communications distributed to stockholders of the Corporation. Certain
information contained in these documents also updates this Prospectus. All of
these documents and the documents incorporated by reference on page two of this
Prospectus are available to you without charge, upon written or oral request to
the Corporation, attention the Treasurer, National City Corporation, 1900 East
Ninth Street, Cleveland, OH 44114-3484, telephone (216) 575-2126.
7
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 2
The Company............................. 2
Defined Terms........................... 3
Plan Information........................ 4
Legal Opinion........................... 7
Additional Information.................. 7
</TABLE>
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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 THE CORPORATION.
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.
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NATIONAL CITY
CORPORATION
------------------
150TH ANNIVERSARY
STOCK OPTION PLAN
3,500,000 SHARES
----------------------
PROSPECTUS
----------------------
May 17, 1995
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<PAGE> 11
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*The information called for by Part I of Form S-8 is currently included
in the description of the National City Corporation 150th Anniversary Stock
Option Plan to be delivered to eligible employees under the Plan and is not
being filed with or included in this S-8 in accordance with Rule 428 under the
Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Corporation with the
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) Annual Report of the Corporation on Form 10-K for the
fiscal year ended December 31, 1994 and its Report on
Form 8-K dated February 28, 1995; and
(b) The description of the Corporation's Common Stock set forth in
the Restated Certificate of Incorporation as amended (filed as
Exhibit 3.1 to Registration Statement #33-49823) and all
amendments and reports filed for the purpose of updating that
description.
All other reports subsequently filed by the Corporation 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.
The class of securities to be offered is registered under Section 12
of the Exchange Act.
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 the Corporation by David L. Zoeller, Esq.,
Senior Vice President, General Counsel and Secretary of the Corporation. 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 the Corporation's By-Laws provides for the mandatory
indemnification of directors, officers or employees of the Corporation or any
of its subsidiaries and of those persons serving at the
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<PAGE> 12
request of the Corporation 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. The
Corporation has purchased liability insurance covering certain liabilities
which may be incurred by the directors, officers, employees and agents of the
Corporation and its subsidiaries in connection with the performance of
their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
4 National City Corporation 150th Anniversary Stock Option
Plan
5 Opinion of David L. Zoeller, Senior Vice President,
General Counsel and Secretary of the Corporation as to
the legality of the securities being registered.
</TABLE>
II-2
<PAGE> 13
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.
II-3
<PAGE> 14
(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.
II-4
<PAGE> 15
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
24th day of April, 1995.
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>
* /s/ Edward B. Brandon
- ---------------------------------- Chairman, Chief Executive April 24, 1995
Edward B. Brandon Officer, and Director
* /s/ David A. Daberko
- ---------------------------------- President, Chief Operating April 24, 1995
David A. Daberko Officer and Director
* /s/ William R. Robertson
- ---------------------------------- Deputy Chairman and Director April 24, 1995
William R. Robertson
* /s/ Sandra H. Austin
- ---------------------------------- Director April 24, 1995
Sandra H. Austin
- ---------------------------------- Director
James M. Biggar
* /s/ Charles H. Bowman
- ---------------------------------- Director April 24, 1995
Charles H. Bowman
* /s/ John G. Breen
- ---------------------------------- Director April 24, 1995
John G. Breen
* /s/ Duane E. Collins
- ---------------------------------- Director April 24, 1995
Duane E. Collins
* /s/ Richard E. Disbrow
- ---------------------------------- Director April 24, 1995
Richard E. Disbrow
- ---------------------------------- Director
Daniel E. Evans
* /s/ Otto N. Frenzel, III
- ---------------------------------- Director April 24, 1995
Otto N. Frenzel, III
</TABLE>
II-5
<PAGE> 16
<TABLE>
<CAPTION>
Signatures Title Date
- --------- ----- ----
<S> <C> <C>
* /s/ Joseph H. Lemieux
- ---------------------------------- Director April 24, 1995
Joseph H. Lemieux
* /s/ A. Stevens Miles
- ---------------------------------- Director April 24, 1995
A. Stevens Miles
* /s/ Stephen A. Stitle
- ---------------------------------- Director April 24, 1995
Stephen A. Stitle
- ---------------------------------- Director
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 April 24, 1995, executed by such persons.
By /s/ David L. Zoeller
__________________________________
David L. Zoeller
Attorney-in-Fact
II-6
<PAGE> 1
EXHIBIT 4
NATIONAL CITY CORPORATION
150TH ANNIVERSARY STOCK OPTION PLAN
1. PURPOSES. The purposes of this 150th Anniversary Stock Option
Plan are to provide employment incentives and to encourage capital accumulation
and stock ownership by employees of National City Corporation (the "Corporation
") and its Subsidiaries.
2. DEFINITIONS. As used in this Plan,
(a) The term "Board of Directors" means the Board of
Directors of National City Corporation.
(b) The term "Common Stock" means common stock, par value $4
per share, of the Corporation together with any security which
may augment or be substituted for the common stock of the
Corporation by reason of any transaction or event of the type
described in Paragraph 13 of this Plan.
(c) The term "Employee" means a person who is a full-time or
part-time employee of the Corporation or any Subsidiary on May
17, 1995 and who is granted an Option Certificate. Executive
officers of the Corporation as last designated by the Board of
Directors prior to May 17, 1995 for purposes of Section 16 of
the Securities Exchange Act of 1934 are, however, specifically
excluded from the definition of Employee.
(d) The term "Market Value per Share" means, at any date, the
per share closing price of Common Stock, on the New York Stock
Exchange on that date as reported by The Wall Street Journal
(Midwest Edition) or, if the Common Stock shall be primarily
traded in another market, as determined in a manner specified
by the Corporation using quotations in such other market.
(e) The term "Normal Retirement Date" shall mean the earliest
date at which an individual would be entitled to receive
normal retirement benefits if he were a participant in the
National City Corporation Non-Contributory Retirement Plan.
(f) The term "Option Certificate" shall mean the 150 year
anniversary commemorative certificate approved by the Board of
Directors. The Option Certificate shall have the provisions
of this Plan set forth on its reverse side.
(g) The term "Option Right" means the right to purchase a
share of Common Stock upon exercise of an Outstanding Option.
(h) The term "Outstanding Option" means, at any time, an
option to purchase shares of Common Stock granted by the
Corporation or any of its Subsidiaries pursuant to this Plan.
<PAGE> 2
(i) The term "Subsidiary" shall mean any corporation in which
the Corporation owns or controls, directly or indirectly, not
less than 90% of the total combined voting power represented
by all classes of stock issued by such corporation. Any
corporation that is a Subsidiary on May 17, 1995 shall cease
to be a Subsidiary for purposes hereof on that date when the
Corporation's ownership of the total combined voting power
represented by all classes of stock in such corporation
becomes less than 90%.
3. SHARES AVAILABLE UNDER PLAN.
(a) The shares of Common Stock which shall be the subject of
Option Rights pursuant to this Plan may be treasury shares or
shares of original issue or a combination of the foregoing.
(b) Subject to adjustments in accordance with Paragraph 13 of
this Plan, no more than 3,500,000 shares of Common Stock may
be sold upon the exercise of Option Rights granted pursuant to
this Plan.
4. GRANTS OF OPTION RIGHTS. On May 17, 1995 each Employee shall
be granted Option Rights to purchase 150 shares of Common Stock, at a per share
exercise price equal to the Market Value per Share as of May 17, 1995.
5. EXERCISE. The Option Rights (unless terminated as herein
provided) shall be exercisable only to the extent of 50 Option Rights after the
Employee shall have been in continuous employ of the Corporation or any
Subsidiary through May 17, 1998, an additional 50 Option Rights after the
Employee shall have been in continuous employ of the Corporation or any
Subsidiary through May 17, 1999 and all of the Option Rights after the Employee
shall have been in the continuous employ of the Corporation or any Subsidiary
through May 17, 2000; provided, however, that the Option Rights (unless
terminated as herein provided) shall become immediately fully exercisable upon
the Employee ceasing to be an employee of the Corporation or a Subsidiary by
reason of Employee's voluntary termination of employment at or after the Normal
Retirement Date. The Option Rights of any Employee shall not, however, become
exercisable until such exercise and the issuance and delivery of Common Stock
to the Employee conform to all applicable laws and regulations of the country
wherein the Employee resides; provided, however, that the Corporation shall not
be required to incur any direct or indirect expense to conform with such
applicable laws or regulations to cause the Employee's Option Rights to become
exercisable.
6. TERMINATION. An Employee's Option Rights shall terminate on
the earliest of the following dates:
(a) Three years after the death of the Employee;
2
<PAGE> 3
(b) Immediately upon the termination of employment of the
Employee with the Corporation or any Subsidiary if such
termination arises from any reason other than (1) the death of
the Employee or (2) the Employee's voluntary termination of
employment at or after the Normal Retirement Date or at an
earlier date with the consent of the Corporation;
(c) Immediately upon the termination of the Corporation's or
any Subsidiary's control of the business enterprise in which
the Employee is engaged,
(d) May 17, 2005; or
(e) In the event the Employee shall intentionally commit an
act that is materially inimical to the interest of the
Corporation or any Subsidiary, and the Corporation shall so
find, the Employee's Option Rights shall terminate at the time
of such act, notwithstanding any other provision of this Plan.
(f) In the event the Corporation shall determine in its sole
discretion that the Option Rights or the exercise thereof or
the issuance of Common Stock do not conform with the laws or
regulations of the Employee's country of residence and it is
not foreseeable in the Corporation's sole judgment that such
Option Rights, the exercise thereof or the issuance of Common
Stock will conform with such laws and regulations in the
future.
7. EMPLOYMENT. Nothing contained in this Plan shall limit
whatever right the Corporation or any Subsidiary might otherwise have to
terminate the employment of the Employee.
8. TAX WITHHOLDING. To the extent that the Corporation is
required to withhold federal, state, local or foreign taxes in connection with
any payment made or benefit realized by an Employee under this Plan, and the
amounts available to the Corporation for the withholding are insufficient, it
shall be a condition to the receipt of any such payment or the realization of
any such benefit that the Employee make arrangements satisfactory to the
Corporation for payment of the balance of any taxes to be withheld. Where
allowed by law and applicable registration and qualification requirements or
exemptions and at the sole discretion of the Corporation, arrangements to pay
all or a portion of the withholding taxes may include relinquishment or
assignment of all or a portion of the Employee's Option Rights, any payment due
to the Employee pursuant to this Plan or the surrender of outstanding Common
Stock. The Corporation and any Employee may also make similar arrangements
with respect to the payment of any taxes with respect to which withholding is
not required.
9. PAYMENT OF OPTION PRICE. The Option Price shall be payable to
the Corporation at its principal office in the United States:
(a) In United States currency or by check payable in United
States currency that is acceptable to the Corporation;
3
<PAGE> 4
(b) By exchanging previously acquired shares of Common Stock
of equivalent market value on the date of exercise with the
total Option Price for the portion of the Option Rights
exercised; or
(c) By a combination of (a) and (b).
10. EMPLOYMENT. For purposes of this Plan, the continuous
employment of the Employee with the Corporation or any Subsidiary shall not be
deemed interrupted, and the Employee shall not be deemed to have ceased to be
an employee of the Corporation or any Subsidiary by reason of a transfer as an
employee among the Corporation and the Subsidiaries. Also a leave of absence
approved by the Corporation for illness, military or government service or
other cause shall not be considered as a break in employment.
11. REGISTRATION, QUALIFICATION. Any contrary provision of the
Plan notwithstanding, an Option Right shall not be exercisable by, and the
Corporation shall not be obligated to sell or deliver any Common Stock subject
thereto, to a resident of any country unless and until such Common Stock and
the sale thereof pursuant to this Option Plan have been listed, registered or
otherwise qualified under all applicable laws or regulations or confirmation of
exemption from the applicable listing, registration or qualification laws or
regulations shall have been obtained or verified with respect to the Employee
exercising his Option Rights and such listing, registration or qualification or
exemption therefrom shall continue to be effective, all as the Corporation
shall, in its sole discretion, determine to be necessary or advisable. The
Corporation shall use its best efforts to maintain registration and applicable
qualification of such Common Stock and the sale thereof with the United States
Securities and Exchange Commission and applicable state and local regulatory
agencies in the United States. The Corporation shall not be required, however,
to incur any direct or indirect expenses to list, register or qualify or to
maintain the listing, registration or qualification of the sale of Common Stock
pursuant to this Option Plan in any or all of the applicable countries. The
Corporation may require that the Employee make such representations and
agreements and furnish such information as the Corporation may request to
assure compliance with or exception from the foregoing or any other applicable
legal requirements and may cause the Certificate or Certificates issued upon
the exercise of Option Rights to bear a legend indicating the existence of any
restriction resulting from such representations and agreements.
12. TRANSFERABILITY. No Option Right shall be transferable by an
Employee other than by will or the laws of descent and distribution. Option
Rights shall be exercisable during the Employee's lifetime only by the Employee
or by the Employee's guardian or legal representative.
13. ADJUSTMENTS. The Board of Directors may make or provide for
such adjustments in the maximum numbers of shares of Common Stock specified in
Subparagraph 3(b) of this Plan, in the numbers of shares of Common Stock
covered by Option Rights granted hereunder, and in the prices per share
applicable under such Option Rights, as the Board of Directors in its sole
discretion, exercised in good faith, may determine is equitably required to
prevent dilution
4
<PAGE> 5
or enlargement of the rights of Employees that otherwise would result from any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Corporation, merger, consolidation,
spin-off, reorganization, partial or complete liquidation, issuance of rights
or warrants to purchase securities, or any other corporate transaction or event
having an effect similar to any of the foregoing.
14. FRACTIONAL SHARES. The Corporation shall not be required to
issue any fractional share of Common Stock pursuant to this Plan. The
Corporation may provide for the elimination of fractions or for the settlement
of fractions in cash.
15. ADMINISTRATION OF THE PLAN.
(a) This Plan shall be administered by the Corporation's
Corporate Human Resources Department or such other
department(s) which the Corporation's Chairman of the Board
may designate from time to time ("Administering Department").
(b) The Corporation's Chairman of the Board is hereby
authorized to determine the employees who will be granted
Option Rights under this Plan.
(c) The interpretation and construction by the Administering
Department of any provisions of this Plan and any
determination by the Administering Department pursuant to any
provision of this Plan shall be final and conclusive. Neither
the Corporation or any individual acting on behalf of the
Corporation shall be liable for any such action or
determination made in good faith.
(d) The records of the Corporation maintained at its
principal office in the United States shall be final and
conclusive as to who was granted an Option Certificate and the
number of Option Rights which each Employee holds from time to
time under this Plan.
16. TRANSLATIONS.
This Plan may be translated from English into one or more
other languages. The English version of this Plan shall, however, be
the controlling version with respect to the interpretation and
administration of the Plan.
17. LAWS GOVERNING PLAN.
The Option Rights and the Plan shall be construed under and
governed by the laws of the United States and the State of Delaware.
5
<PAGE> 1
[NATIONAL CITY NATIONAL CITY CORPORATION
Corporation Logo] LAW DEPARTMENT
1900 East Ninth Street
Cleveland, OH 44114-3484
216 575-2978
Fax 216 575-3332
DAVID L. ZOELLER
Senior Vice President
General Counsel
Secretary
EXHIBIT 5
April 24, 1995
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
Re: National City Corporation 150th Anniversary Stock Option Plan
Gentlemen:
As counsel for National City Corporation ("the Corporation"), I am
delivering this opinion in connection with the filing of Form S-8 Registration
Statement registering the sale of shares of the Corporation's common stock,
par value $4.00 per share (the "Common Stock"), in connection with the National
City Corporation 150th Anniversary Stock Option 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 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 the
Corporation 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 the Corporation 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,
/s/ David L. Zoeller
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 National City
Corporation 150th Anniversary Stock Option Plan of our report dated January 20,
1995, 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, 1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
April 21, 1995
<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 150th Anniversary Stock Option 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 24th day of April, 1995.
/s/ Sandra H. Austin Director
- ----------------------------
Sandra H. Austin
- ----------------------------
James M. Biggar Director
/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/ Duane Collins Director
- ----------------------------
Duane Collins
/s/ David A. Daberko Director, President and Chief Operating
- ---------------------------- Officer
David A. Daberko
<PAGE> 2
/s/ Richard E. Disbrow Director
- ------------------------------------
Richard E. Disbrow
- ------------------------------------
Daniel E. Evans Director
/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/ William R. Robertson Director and Deputy Chairman of
- ------------------------------------ the Board
William R. Robertson
/s/ Stephen A. Stitle Director
- ------------------------------------
Stephen A. Stitle
- -------------------------------------
Morry Weiss Director
2
