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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 8 - K / A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 14, 1996
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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 2. Acquisition or Disposition of Assets.
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Reference is made to the Registration Statement (the "Registration
Statement") on Form S-4 (No. 333-01697) filed with the Securities and Exchange
Commission by National City Corporation ("National City"), relative to the
merger of Integra Financial Corporation ("Integra") with and into National City
(the "Merger"). The Registration Statement contains information regarding the
Merger which is the subject matter of this Current Report and which constitutes
"previously reported" information as that term is defined in Rule 12b-2 under
the Securities Exchange Act of 1934 (the "Act").
The Agreement and Plan of Reorganization dated as of August 27, 1995 by
and between National City and Integra (the "Agreement") providing for the
Merger on the terms described in the Registration Statement, was approved by
the shareholders of Integra on April 24, 1996 and by the stockholders of
National City on April 22, 1996. On May 3, 1996, the Merger became effective,
all requisite approvals of regulatory authorities having been received.
Upon the effectiveness of the Merger, pursuant to the Agreement, each
share of Common Stock, without par value, of Integra ("Integra Common"), was
converted into 2.00 shares of Common Stock, par value $4.00 per share, of
National City ("National City Common") in accordance with the Agreement. As a
result of the Merger and pursuant to the Agreement, approximately 66,572,302
shares of National City Common were issued.
Substantially all of the real estate, buildings, equipment and other
physical property owned by Integra and its subsidiaries at the time of the
effectiveness of the Merger were used in the general commercial banking
business conducted by Integra and its subsidiaries. National City intends to
continue to use such real estate, buildings, equipment and other physical
property in such businesses conducted by the combined companies following the
Merger, and National City has no present plans to devote any material amount of
such assets to other purposes.
Item 5. Other Events
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On May 3, 1996, National City issued a Press Release announcing that
the Registrant has completed its acquisition of Integra Financial Corporation.
The merger of National City and Integra creates a $50 billion diversified
financial services company with primary operations in Ohio, Indiana, Kentucky
and western Pennsylvania.
With completion of the acquisition, four members of Integra's board of
directors join National City's board. The size of National City's board
increases to 19 members. The new board members are:
James S. Broadhurst, chairman and chief executive officer, Eat'n Park
Restaurants;
Robert A. Paul, president and chief executive officer, Ampco-Pittsburgh
Corporation;
William F. Roemer, chairman, National City Bank of Pennsylvania; and
Michael A. Schuler, chairman, president and chief executive officer, Zippo
Manufacturing Company.
A copy of the May 3rd, 1996 Press Release noting this action is filed as Exhibit
99.1 to this Current Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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a) Financial Statements of business acquired:
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The following audited financial statements of Integra are
hereby incorporated by reference to Integra's Annual Report on
Form 10-K for the year ended December 31, 1995, as filed with the
Commission pursuant to the Exchange Act:
Report of Independent Accountants
Consolidated Balance Sheets, December 31, 1995 and 1994
Consolidated Statements of Income, Years Ended December 31, 1995, 1994
and 1993
Consolidated Statements of Cash Flows, Years Ended December 31, 1995,
1994 and 1993
Consolidated Statements of Changes in Shareholders' Equity, Years ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
b) Pro forma financial information:
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The following unaudited pro forma combined consolidated financial
information of National City and Integra are hereby incorporated by
reference to the Registration Statement on Form S-4,
Registration No. 333-01697:
Pro Forma Combined Consolidated Balance Sheet, December 31, 1995
Pro Forma Combined Consolidated Statements of Income, years ended
December 31, 1995, 1994 and 1993
Notes to Pro Forma Combined Consolidated Financial Information
c) Exhibits:
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2.1 Agreement and Plan of Merger dated as of August 27, 1995
by and between National City Corporation and Integra
Financial Corporation (filed as Exhibit 2.1 to Form 8-K
dated August 30, 1995 and incorporated herein by
reference).
4.1 The description of National City common stock set forth
in the Restated Certificate of Incorporation of National
City, as amended (filed as Exhibit 3.1 to Registration
Statement No. 33-49823 and incorporated herein by
reference).
23.1 Consent of Coopers & Lybrand LLP, Independent
Accountants for Integra
99.1 Press Release dated May 3, 1996 incorporated herein by
reference.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
National City has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 14, 1996 By /s/ Thomas A. Richlovsky
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Senior Vice President and Treasurer
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Exhibit 23
Coopers COOPERS & LYBRAND L.L.P.
&Lybrand
a professional services firm
Consent of Independent Accountants
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We consent to the incorporation by reference in this registration statement on
Form 8-K of National City Corporation filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1934, relative to the merger of
Integra Financial Corporation with and into National City Corporation of our
report dated January 17, 1996, on our audit of the consolidated financial
statements of Integra Financial Corporation as of December 31, 1995 and 1994,
and for the three years in the period ended December 31, 1995, which was
incorporated by reference in the annual report on Form 10-K of Integra
Financial Corporation.
Pittsburgh, Pennsylvania
May 10, 1996 Coopers & Lybrand L.L.P.
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Exhibit 99.1
NATIONAL CITY [LOGO] NATIONAL CITY CORPORATION
Corporation National City Center
Post Office Box 5756
Cleveland, OH 44101-0756
216 575 2000
FOR MORE INFORMATION CONTACT:
Brad Hemstreet
Manager, Corporate Communications
National City Communications
(216) 575-2440
FOR IMMEDIATE RELEASE
NATIONAL CITY COMPLETES ACQUISITION OF INTEGRA;
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FOUR INTEGRA DIRECTORS JOIN NATIONAL CITY BOARD
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CLEVELAND, OH -- May 3, 1996 -- National City Corporation (NYSE:NCC) today
completed its acquisition of Integra Financial Corporation (NYSE:ITG). The
merger of the two companies creates a $50 billion diversified financial services
company with primary operations in Ohio, Indiana, Kentucky and Western
Pennsylvania.
"We said we would increase revenue while maintaining our high level of
customer service during the merger. We have done that," said David A. Daberko,
chairman and chief executive officer of National City. "Individually and
combined, our first quarter performance was outstanding and I think we are
positioned to continue that performance."
"The conversion of the Integra systems will be completed May 31," Daberko
added. "It will be our fastest conversion and one of the fastest ever completed
in the banking industry."
With completion of the acquisition, four members of Integra Financial
Corporation's board of directors join National City's board. The size of
National City's board increases to 19 members.
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The new board members are:
* James S. Broadhurst, chairman and chief executive officer, Eat'n Park
Restaurants;
* Robert A. Paul, president and chief executive officer, Ampco-Pittsburgh
Corporation;
* William F. Roemer, chairman, National City Bank of Pennsylvania;
* Michael A. Schuler, chairman, president and chief executive officer, Zippo
Manufacturing Company.
PROFILES OF NEW NATIONAL CITY CORPORATION BOARD MEMBERS
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James S. Broadhurst
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Mr. Broadhurst joined Eat'n Park, a chain of 68 family restaurants in
Pennsylvania, Ohio and West Virginia, as executive vice president and
treasurer in 1973, following a seven-year career in commercial banking at
Pittsburgh National Bank. He was elected president in 1975 and chairman and
chief executive officer in 1984. Mr. Broadhurst has a bachelor's degree from
Pennsylvania State University and an MBA from the University of Pittsburgh.
Active in the Pittsburgh community, Mr. Broadhurst serves on the board of
directors of Children's Hospital of Pittsburgh, Allegheny Conference on
Community Development, Penn's Southwest Association, Pittsburgh Foundation,
Civic Light Opera, National Flag Foundation and United Way of Allegheny County.
Robert A. Paul
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Mr. Paul, a 32-year veteran of Ampco-Pittsburgh Corporation, was named
president and chief executive officer in 1994. He joined the company in 1964 as
plant manager and held positions in corporate development and finance before
being named president and chief operating officer in 1979. Mr. Paul holds a
bachelor's degree from Cornell University and an MBA and law degrees from
Harvard University. He is a director of Ribozyme Pharmaceuticals and executive
vice president and director of the Louis Berkman Company and Subsidiaries. Mr.
Paul is active in the community as a board member of University of Pittsburgh
Medical center, the Jewish Health-Care Foundation, the Fair Oaks Foundation,
the Louis and Sandra Berkman Foundation and Cornell University.
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William F. Roemer
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In his 37-year career in banking, Mr. Roemer has served as president of Bradford
National Bank, president of First Laurel Bank, president and chief executive
officer of Pennbank, president and chief executive officer of Pennbancorp, and
chairman and chief executive officer of Integra Financial Corporation. He is now
chairman of National City Bank of Pennsylvania. Mr. Roemer has a bachelor's
degree in economics from Princeton University. He is a director of many
community organizations, including United Way of Allegheny County, Pittsburgh
Symphony, Greater Pittsburgh Council of the Boy Scouts of America, Coalition for
Christian Outreach, Allegheny Conference for Economic Development, Pittsburgh
Downtown Partnership, Cities in Schools, Penn's Southwest Association,
Pittsburgh 2000 and Trinity Episcopal School for Ministry.
Michael A. Schuler
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Mr. Schuler joined Zippo Manufacturing as controller in 1978 and was named to
his present position in 1986. He also serves as chief executive officer of
W. R. Case & Sons Cutlery Company, a Zippo subsidiary. A certified public
accountant, Mr. Schuler received a bachelor's degree from Villanova University.
He is active in many civic organizations and currently serves as chairman of
the board of directors of Bradford Regional Medical Center and Bradford
Hospital Foundation.
PROFILE OF NATIONAL CITY CORPORATION
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National City Corporation is a $50 billion diversified financial services
company based in Cleveland, Ohio. National City operates banks and other
financial services subsidiaries principally in Ohio, Kentucky, Indiana and
western Pennsylvania.
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