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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
F O R M 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 24, 1995
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(Date of Report)
National City Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-10074 34-1111088
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1900 East Ninth Street, Cleveland, Ohio 44114
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(Address of principal executive offices) (Zip Code)
216-575-2000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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Registrant is submitting the exhibits hereto for filing as anticipated
in the Prospectus dated July 11, 1994 and Prospectus Supplement dated May 17,
1995 in connection therewith, both as included in Registrant's Registration
Statement on Form S-3 (File No. 33-39480) as amended by Registrant's Post
Effective Amendment No. 1 on Form S-3 (File No. 33-54323).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a) Financial Statements of business acquired: None.
b) Pro forma financial information: None.
c) Exhibits:
4.7 Form of 7.20% Subordinated Note Due 2005.
12.1 Computation of Ratio of Earnings to Fixed Charges.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 24, 1995 By \s\ Robert G Siefers
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Robert G. Siefers
Executive Vice President
and Chief Financial Officer
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Exhibit 4.7
THE NOTES (HEREINAFTER REFERRED TO) ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY INSURED DEPOSITARY INSTITUTION OR OTHER SUBSIDIARY OF THE
COMPANY (HEREINAFTER REFERRED TO) AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITARY") TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
No.
CUSIP 635405 AH6
NATIONAL CITY CORPORATION
7.20% SUBORDINATED NOTE DUE 2005
National City Corporation, a Delaware corporation (herein called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
Co., or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on May 15, 2005 at the office or agency of the Company referred
to below, and to pay interest thereon from May 24, 1995, or from the most
recent date to which interest has been paid or duly provided for, semi-annually
on May 15 and November 15 (each, an "Interest Payment Date") in each year,
commencing on November 15, 1995, at the rate of 7.20% per annum, until the
principal hereof is paid or made available for payment. The interest so payable
and punctually paid or duly provided for on any Interest Payment Date, will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the May 1 or November
1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in whose name this Note (or one
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or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in such Indenture. Payment
of the principal of (and premium, if any) and interest and Additional Amounts
on this Note will be made at the Corporate Trust Office of the Trustee referred
to on the reverse hereof, or at such office or agency of the Company maintained
for that purpose, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.
This Note is one of the series of 7.20% Subordinated Notes Due 2005
(the "Notes"). Reference is hereby made to the further provisions of this Note
set forth or the reverse hereof including, without limitation, provisions for
subordination of the payment of the principal of and interest on the Notes to
the prior payment in full of all Senior Indebtedness as defined in the
Indenture. Such further provisions shall for all purposes have the same effect
as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under said Indenture, or be valid
or obligatory for any purpose.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
NATIONAL CITY CORPORATION
By:
[SEAL] ------------------------------------
Chairman and Chief Executive Officer
ATTEST:
BY:
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Secretary
Dated:
Trustee's Certificate of Authentication:
This is one of the Securities of the series
designated herein, referred to in the
within-mentioned Indenture.
NBD Bank, as Trustee
By:
----------------------------------
Authorized Signatory
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NATIONAL CITY CORPORATION
7.20% SUBORDINATED NOTE DUE 2005
This Note is one of a duly authorized issue of Securities of the
Company, issued and to be issued in one or more series under the subordinated
indenture (herein called the "Indenture"), dated as of February 1, 1994 between
the Company and NBD Bank (formerly known as NBD Bank, National Association), as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Notes, and of
the terms upon which the Notes are, and are to be, authenticated and delivered.
The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment
to the prior payment in full of the principal of (and premium, if any) and
interest and Additional Amounts on all Senior Indebtedness as defined in the
Indenture, and this Security is issued subject to such provisions and each
Holder of this Note, by accepting the same, agrees to and shall be bound by
such provisions, and authorizes the Trustee in his behalf to take such action
as may be necessary or appropriate to effectuate such subordination as provided
in the Indenture and appoints the Trustee his attorney-in-fact for such
purpose.
Subject to certain limitations in the Indenture, if an Event of Default
occurs and is continuing, then the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Notes may declare the principal of all
the Notes to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders).
Subject to certain exceptions requiring the consent of each Holder
affected, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Notes affected, and compliance by the Company with certain
provisions of the Indenture and any past default under the Indenture (except a
default in the payment of the principal of or interest on or Additional
Amounts, if any, with respect to the Notes or in respect of a covenant or
provision which under the terms of the Indenture cannot be modified or amended
without the consent of each Holder affected) may be waived with the consent of
the Holders of at least a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the parties to the
Indenture may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency and provide for assumption
of the Company's obligations to Holder by another Person.
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The Notes are not subject to redemption by the Company prior to
maturity, and no sinking fund is provided for the Notes.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security
Register, upon surrender of this Note for registration of transfer at the
Coporate Trust Office of the Trustee, or at such office or agency of the
Company maintained for that purpose, duly endorsed by, or accompained by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of the Notes of this series
of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection herewith.
Prior to and at the time of due presentment of this Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as
the owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
Beneficial interests in the Notes will be shown on, and transfers
thereof will be affected only through, records maintained by the Depositary and
its participants. Owners of beneficial interests in this Note will not be
entitled to recieve Notes in definitive form and will not be considered Holders
of Notes unless the Depositary notifies the Company in writing that it is no
longer willing or able to act as a depositary or if the Depositary ceases to be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended, or if the Company determines not to have the Notes represented by
Global Securities. In such circumstances, upon surrender by the Depositary or a
successor depositary of the global Securities, Notes in definitive form will be
issued in fully registered form without coupons, in minimum denominations of
$1,000 or any integral multiple therof. Such definitive Notes shall be
registered in such name or names as the Depositary shall instruct the Trustee.
If definitive Notes are so delivered, the Company may
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make such changes to the form of this Note as are necessary or appropriate to
allow for the issuance of such definitive Notes.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended. The Notes are
subject to all such terms, and Holders of Notes are referred to the Indenture,
all indentures supplemental thereto and said Act for a statement of such terms.
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Exhibit 12.1
<TABLE>
<CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES
DECEMBER 31, MARCH 31,
----------------------------------------------------------- -------------------
1994 1993 1992 1991 1990 1995 1994
----------------------------------------------------------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FIXED CHARGES:
Interest on indebtedness $212,185 $147,945 $156,924 $251,433 $348,858 $62,559 $39,306
Portion of rents representative
of interest factor 14,735 14,609 14,041 13,704 13,107 3,782 3,494
----------------------------------------------------------- -------------------
Fixed charges excluding interest
on deposits $226,920 162,554 170,965 265,137 361,965 66,341 42,800
Interest on deposits 592,870 542,165 722,657 1,092,335 1,252,126 204,617 132,422
----------------------------------------------------------- -------------------
Total fixed charges $819,790 $704,719 $893,622 $1,357,472 $1,614,091 $270,958 $175,222
=========================================================== ===================
EARNINGS
Income before taxes $617,688 $570,962 $464,293 $314,182 $330,706 $160,518 $150,466
Fixed charges excluding interest
on deposits 226,920 162,554 170,965 265,137 361,965 66,341 42,800
----------------------------------------------------------- -------------------
Subtotal 844,608 733,516 635,258 579,319 692,671 226,859 193,266
Interest on deposits 592,870 542,165 722,657 1,092,335 1,252,126 204,617 132,422
----------------------------------------------------------- -------------------
Total earnings $1,437,478 $1,275,681 $1,357,915 $1,671,654 $1,944,797 $431,476 $325,688
=========================================================== ===================
RATIO OF EARNINGS TO FIXED CHARGES:
Excluding interest on deposits 3.72 4.51 3.72 2.18 1.91 3.42 4.52
Including interest on deposits 1.75 1.81 1.52 1.23 1.20 1.59 1.86
</TABLE>
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