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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1996
REGISTRATION NO. 33-44209
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL CITY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
34-1111088
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
National City Center
1900 East Ninth Street
Cleveland, Ohio 44114
216/575-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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David L. Zoeller, Esq.
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)
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
investment plans, check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<TABLE>
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<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SHARES TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value of
$4.00 per share 3,000,000 $34.06 $102,180,000 -0-
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</TABLE>
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(1) Based on the number of shares that were issued pursuant to a stock split in
the form of a 100% stock dividend.
(2) Estimated solely for the purpose of computing the registration fee. Computed
in accordance to Rule 457(f)(1) on the basis of the average of high and low
prices of a share of National City Corporation Common Stock on the New York
Stock Exchange on April 11, 1996.
(3) In accordance to Rule 457(b), the total registration fee of $20,436.00 has
been reduced by $20,436.00 which amount has previously been paid pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are estimates pursuant to Item 511 of Regulation S-K (except
for the SEC Registration Fee), subject to future contingencies, of the expenses
incurred or to be incurred by the registrant in connection with the issuance and
distribution of securities being registered:
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SEC Registration Fee........................................ $ 0
Legal Fees and Expenses..................................... 5,000
Listing Fee................................................. 2,000
Accounting Fees and Expenses................................ 8,000
Blue Sky Fees and Expenses.................................. 0
Printing Fees............................................... 20,000
Miscellaneous............................................... 6,000
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Total.................................................. $ 41,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company. Under Section 145 of the Delaware General Corporation Law
(the "DGCL"), directors, officers, employees and other individuals may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Company -- a "derivative action") if
they acted in good faith and in a manner they reasonably believed to be in, or
not opposed to, the best interests of the Company, and, regarding any criminal
action or proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such actions. The DGCL
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the Company. To the extent that
a person otherwise eligible to be indemnified is successful on the merits of any
claim or defense described above, indemnification for expenses (including
attorneys' fees) actually and reasonably incurred is mandated by the DGCL.
Article VI of the Company's Bylaws provides that the Company must
indemnify, to the fullest extent authorized by the DGCL, each person who was or
is made party to, is threatened to be made a party to, or is involved in, any
action, suit or proceeding because he is or was a director, officer or employee
of the Company or of any Company subsidiary (or was serving at the request of
the Company as a director, trustee, officer, employee or agent of another
entity) while serving in such capacity against all expenses, liabilities or loss
incurred by such person in connection therewith. The amount of any
indemnification to which any person shall otherwise be entitled under Article VI
shall be reduced to the extent that such person shall otherwise be entitled to
valid and collectible indemnification provided by a subsidiary of the Company or
any other source.
Article VI also provides that the Company may pay expenses incurred in
defending the proceedings specified above in advance of their final disposition.
The Company may advance expenses to any director, officer or employee only upon
delivery to the Company of an undertaking by the indemnified party stating that
he has reasonably incurred or will reasonably
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incur actual expenses in defending an actual civil or criminal suit, action or
proceeding in his capacity as such director, officer or employee, or arising out
of his status as such director, officer or employee, and that he undertakes to
repay all amounts so advanced if it is ultimately determined that the person
receiving such payments is not entitled to be indemnified.
Finally, Article VI provides that the Company may maintain insurance, at
its expense, to protect itself and any of its directors, officers, employees or
agents against any expense, liability or loss, regardless of whether the Company
has the power or obligation to indemnify that person against such expense,
liability or loss under the provisions of Article VI.
The right to indemnification is not exclusive of any other right which any
person may have or acquire under any statute, provision of the Company's
Certificate or Bylaws, or otherwise. Additionally, no amendment to the Company's
Certificate can increase the liability of any director or officer for any act or
omission by him prior to such amendment.
ITEM 16. LIST OF EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
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4.1 Restated Certificate of Incorporation of the Company, as amended (filed as
Exhibit 3.1 to Registration Statement No. 33-49823 and incorporated herein by
reference)
5.1 Opinion of David L. Zoeller, Esq., Senior Vice President, General Counsel and
Secretary of the Company as to the legality of the Common Stock being registered.
23.1 Consent of Ernst & Young LLP (included in Part II of Registration Statement)
23.2 Consent of David L. Zoeller, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (Filed as Exhibit 25.1 to the Company's Registration Statement
No. 33-44209 and incorporated herein by reference)
99.1 Specimen Authorization Form (Filed as Exhibit 28.1 to the Company's Registration
Statement No. 33-44209 and incorporated herein by reference)
99.2 Specimen Broker and Nominee Form (Filed as Exhibit 28.2 to the Company's
Registration Statement No. 33-44209 and incorporated herein by reference)
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ITEM 17. UNDERTAKINGS
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 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; and
(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 1(i) and 1(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
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(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, 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.
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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-3 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 THE STATE OF OHIO, AS OF THE 18TH DAY
OF APRIL, 1996.
NATIONAL CITY CORPORATION
By /s/ THOMAS A. RICHLOVSKY
Thomas A. Richlovsky
Senior Vice President and Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED AS OF THE 18TH DAY OF APRIL, 1996 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
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/s/ EDWARD B. BRANDON* Chairman and Chief Executive Officer
Edward B. Brandon (Principal Executive Officer)
/s/ ROBERT G. SIEFERS Executive Vice President
Robert G. Siefers (Principal Financial Officer)
/s/ THOMAS A. RICHLOVSKY Senior Vice President and Treasurer
Thomas A. Richlovsky (Principal Accounting Officer)
A Majority of the Board of Directors
/s/ SANDRA HARDEN AUSTIN*
Sandra Harden Austin
James M. Biggar
/s/ JOHN G. BREEN*
John G. Breen
/s/ EDWARD B. BRANDON*
Edward B. Brandon
/s/ LEIGH CARTER*
Leigh Carter
Rodney F. Chase
/s/ DAVID A. DABERKO*
David A. Daberko
Richard E. Disbrow
</TABLE>
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<TABLE>
<S> <C>
/s/ OTTO N. FRENZEL III*
Otto N. Frenzel III
J. Robert Killpack
/s/ JOSEPH H. LEMIEUX*
Joseph H. Lemieux
/s/ A. STEVENS MILES*
A. Stevens Miles
Arthur B. Modell
/s/ ADOLPH POSNICK*
Adolph Posnick
/s/ BURNELL R. ROBERTS*
Burnell R. Roberts*
/s/ WILLIAM R. ROBERTSON*
William R. Robertson
Stephen A. Stitle
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* David L. Zoeller, the undersigned attorney-in-fact, by signing his name below
does hereby sign this Registration Statement on behalf of the above indicated
officers and directors of National City (constituting a majority of the
directors) pursuant to a power of attorney executed by such persons and
previously filed with the Securities and Exchange Commission.
/s/ DAVID L. ZOELLER
David L. Zoeller
Attorney-in-Fact
Dated: April 18, 1996
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[NATIONAL CITY CORPORATION LOGO] Exhibit 5.1
NATIONAL CITY CORPORATION
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
April 17, 1996
National City Corporation
National City Center
1900 East Ninth Street
Cleveland, OH 44114-3484
Re: Post-Effective Amendment No. 2 to Registration
Statement on Form S-3 with respect to the
Registration of 3,000,000 Shares of Common
Stock Pursuant to National City Corporation's
Dividend Reinvestment and Stock Purchase Plan
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I am the General Counsel and Secretary of National City Corporation ("NCC")
and in that capacity I am responsible for the Law Department of NCC.
The Law Department of NCC acts as counsel to NCC and its subsidiaries from
time to time. We are delivering this opinion to you pursuant to Item 16 of
Form S-3 and Item 601 of Regulation S-K in connection with NCC's
Post-Effective Amendment No. 2 to the registration on Registration
Statement Form S-3 (the "Registration Statement") of 3,000,000 shares (the
"Shares") of Common Stock, par value $4.00 per share, to be issued and sold
pursuant to the Company's Dividend Reimbursement and Stock Purchase Plan
(the "Plan").
We have examined the Plan and such documents, records and matters of law as
we have deemed necessary for purposes of this opinion, and based thereon we
are of the opinion that the Shares which may be issued and sold in
accordance with the Plan will be, when exchanged or transferred, validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as to the Registration
Statement filed by NCC 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,
National City Corporation
David L. Zoeller
General Counsel and Secretary
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Post-Effective Amendment No. 2 to the Registration Statement (Form S-3 No.
33-44209) and related Prospectus of National City Corporation for the
registration of 3,000,000 shares of its common stock and to the incorporation
by reference therein of our report dated January 22, 1996, with respect to the
consolidated financial statements of National City Corporation included in the
Annual Report on Form 10-K for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
April 15, 1996
