<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . . . )*
INTEGRA FINANCIAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
45810410
(CUSIP Number)
CARLTON E. LANGER,
NATIONAL CITY CORPORATION, LAW DEPT.,
1900 EAST NINTH STREET,
CLEVELAND, OHIO 44114-3484
(216) 575-3339
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
AUGUST 27, 1995
(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject to this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following [ ].
Check the following box if a fee is being paid with this statement
[x]. (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13-d-1(a) for other parties to whom copies
are to be sent.
- ----------------
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures in
a prior cover page.
<PAGE> 2
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 45810410
1.) Names of Reporting Persons S. S. or I. R. S. Identification Nos. of
Above Persons;
National City Corporation
34-1111088
2.) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
-------------------------------------------------------------------
(b)
-------------------------------------------------------------------
3.) SEC Use Only
----------------------------------------------------------
4.) Source of Funds (See Instructions) WC
-----------------------------------
5.) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
----------------------------------------------------------
----------------------------------------------------------------------
6.) Citizenship or Place of Organization Delaware
---------------------------------
Number of 7.) Sole Voting Power 44,400
Shares --------------------
Beneficially 8.) Shares Voting Power
Owned by ------------------
Each Reporting 9.) Sole Dispositive Power 44,400
Person With ---------------
10.) Shares Dispositive Power
-------------
11.) Aggregate Amount Beneficially Owned by Each Reporting Person 44,400
----------
12.) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions X
-------------------------------------------------------------------
13.) Percent of Class Represented by Amount in Row (11) 0.3%
--------------------
14.) Type of Reporting Person (See Instructions) CO
---------------------------
- -----------------------
* National City Corporation disclaims beneficial ownership or control of
6,501,300 shares of Integra Financial Corporation Common Stock which
are the subject of a Stock Option Agreement which represents 19.9% of
the outstanding common stock.
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
- ----------------------------
Common Stock of Integra Financial Corporation
Four PPG Place
Pittsburgh, PA 15222-5408
ITEM 2. IDENTITY AND BACKGROUND
- --------------------------------
(a) Name: National City Corporation
(b) Residence or business address: National City Corporation
National City Center
1900 East 9th Street
Cleveland, Ohio 44114-3484
(c) Bank Holding Company
(d) No convictions to report.
(e) No civil proceedings to report.
(f) Incorporated under the laws of the State of Delaware,
Principal offices located in Cleveland, Ohio.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- ---------------------------------------------------------
National City Corporation would use its working capital funds. See
also the cash option provision in the Stock Option Agreement which is
incorporated by reference.
ITEM 4. PURPOSE OF TRANSACTION
- -------------------------------
(b) National City Corporation and Integra Financial Corporation
have entered into an Agreement and Plan of Merger. The Agreement calls
for Integra Financial Corporation to merge into National City
Corporation.
(g) Upon the merger of Integra Financial Corporation into National
City Corporation, the Certificate of Incorporation and By-laws of
National City Corporation will remain in effect until amended in
accordance with applicable law.
(h) At the effective time of the merger of Integra Financial
Corporation into National City Corporation, Integra Financial
Corporation's stock will be delisted from the New York Stock Exchange.
(i) See 4(b), 4(g) and 4(h) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- ---------------------------------------------
(a) Currently National City Corporation beneficially owns 44,400
shares of Integra Financial Corporation's Common Stock, no par value,
representing 0.3% of the outstanding
<PAGE> 4
shares. National City Corporation owns these shares and has full
voting and dispositive power over these shares. National City
Corporation also holds an option to purchase 6,501,300 shares of
Integra Financial Corporation Common Stock, which option is
exercisable only upon the occurrence of certain initial triggering
events and subsequent triggering events. The shares subject to such
option represent 19.9% of the issued and outstanding shares of
Integra Financial Corporation Common Stock. National City Corporation
hereby specifically disclaims any current beneficial ownership or
control over the shares of Integra Financial Corporation Common Stock
which are the subject of the Stock Option Agreement or of Integra
Financial Corporation.
(c) The Stock Option Agreement by and between National City
Corporation and Integra Financial Corporation was entered into on
August 27, 1995.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
- ------------------------------------------------------
See earlier responses and the Exhibits incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- -----------------------------------------
The following documents have been filed by National City Corporation
with the Securities and Exchange Commission and are hereby incorporated by
reference in this Schedule.
The Agreement and Plan of Merger and Stock Option Agreement
filed as Exhibits 2.1 and 2.2 respectively to a Report on Form
8-K dated August 30, 1995.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 30, 1995 By: /s/ DAVID L. ZOELLER
- --------------------- ------------------------------
Date Signature
David L. Zoeller
Senior Vice President, General
Counsel and Secretary
ATTENTION: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C.
1001).
[Adopted in Release No. 34-8370 (Paragraph 77,581), July 30, 1968,
33 F. R. 11016; and amended by Release No. 34-8392 (Paragraph 77,715), August
30, 1968, 33 F. R. 14110; Release No. 34-13291 (Paragraph 80,980) effective
August 31, 1977, 42 F. R. 12352; Release No. 34-13787 (Paragraph 81,256), July
21, 1977, 42 F. R. 38347; effectiveness of amendments in Release No. 34-13291
postponed until April 30, 1978 (Paragraph 81,274), 42 F. R. 12352; amended in
Release No. 34-14692 (Paragraph 81,571), effective May 29, 1978, effective
thirty days after publication in the Federal Register, 43 F. R. 55755; amended
in Release No. 34-15457 (Paragraph 81,909), effective for schedules filed on or
after February 4, 1979, 44 F. R. 2145; amended in Release No. 34-16384
(Paragraph 82,373), effective January 7, 1980, 44 F. R. 70326; amended in
Release No. 34-18524 (Paragraph 72,328), effective for all documents filed on
or after May 24, 1982, 47 F. R. 11380.]
