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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
April 25, 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 5. Other Events
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At National City Corporation's annual meeting held on April 22, 1996
the stockholders elected the 15 nominees listed in the proxy statement,
approved an amendment to the National City Corporation 1993 Stock Option Plan,
approved the selection of Ernst & Young as independent auditors and adopted the
Agreement and Plan of Merger dated August 27, 1995, by and between National
City Corporation and Integra Financial Corporation ("Merger Agreement"). A copy
of the April 22, 1996 press release noting this action is filed as Exhibit 99.1
to this Current Form 8-K and is incorporated herein by reference.
Integra Financial Corporation shareholders at a special meeting on
April 24, 1996 approved the Merger Agreement. A copy of the April 24, 1996
Integra Financial Corporation press release noting this action is filed as
Exhibit 99.2 to this Current Form 8-K and is incorporated herein by reference.
The effective date of the merger is anticipated to be May 3, 1996.
At the National City Corporation board meeting following the annual
meeting the Board of Directors rescinded all remaining unutilized authority to
purchase shares of National City Corporation's common stock heretofore approved
by the Board of Directors so that there is no authorization to purchase
additional shares of National City Corporation's common stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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a) Financial Statements of business acquired: None.
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b) Pro forma financial information: None.
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c) Exhibits:
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Exhibit 99.1 Press Release dated April 22, 1996 incorporated
herein by reference.
Exhibit 99.2 Press Release dated April 24, 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,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 25, 1996 By /s/ David L. Zoeller
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David L. Zoeller
Senior Vice President and
General Counsel
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[National City Letterhead]
FOR MORE INFORMATION CONTACT:
Dan Shingler
Media Relations Officer
National City Communications
(216) 575-2441
FOR IMMEDIATE RELEASE
NATIONAL CITY STOCKHOLDERS APPROVE INTEGRA ACQUISITION;
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CHAIRMAN ANNOUNCES EXECUTIVE STOCK OWNERSHIP GUIDELINES
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INDIANAPOLIS,IN -- April 22, 1996 -- National City Corporation
(NYSE:NCC) stockholders at their annual meeting today in Indianapolis, approved
the proposed acquisition of Integra Financial Corporation (NYSE:ITG), a $14
billion bank holding company based in Pittsburgh, Pennsylvania.
A special meeting of Integra shareholders will be held April 24, 1996,
at which time Integra shareholders will vote on a proposal to approve the
acquision. According to the terms of the transaction, Integra shareholders will
receive two shares of National City common stock for each share of Integra
common stock in a tax-free exchange.
Upon completion of the acquisition, which is expected in May 1996,
National City will be a $50 billion financial services company with signficant
market share in nine of the top 100 metropolitan statistical areas in the
country. The newly combined company will operate approximately 900 branch
offices in Ohio, Kentucky, Indiana and western Pennsylvania, penetrating more
than one-third of the households in its market.
Chairman and CEO David A. Daberko discussed the anticipated success of
the acquisition, attributing much of the progress to the speed of the systems
integration and the combined National City and Integra conversion team. "We
will complete the systems integration at Integra in May, our fastest conversion
yet and one of the fastest in the industry."
-more-
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He noted that Integra's first quarter earnings were up 28 percent from a
year ago, underscoring National City's and Integra's commitment to superior
customer service and expense control during the merger process.
Further, Mr. Daberko elaborated on the tremendous opportunities for
National City to expand its presence in western Pennsylvania, particularly in
the commercial banking arena.
Mr. Daberko commented on the stock ownership guidelines recently
established for key executives of the Corporation. According to Mr. Daberko,
equity ownership is a vital component of National City's total compensation
strategy, which is based on corporate performance and stockholder interests. "As
owners, we share both a pride in our past and a common stake in the
Corporation's future," he said.
The guidelines require National City's senior executives to own company
stock equal to 1.5 to 5.5 times the midpoint of their salary range. The
executives have three years in which to meet the stock ownership guidelines.
During his remarks, Mr. Daberko described National City's "sense of
urgency" surrounding key business initiatives, driven primarily by the intense
competitive environment and the changing demographics of its customers. He told
stockholders ". . . we must have all of our businesses running on all
cylinders if we are going to live up to our mission and provide consistently
high returns on your investment."
Indicative of National City's potential to meet stockholders' expectations,
Mr. Daberko reinforced the Corporation's impressive dividend record-payments
that were raised twice during 1995 and again in the first quarter of 1996. Mr.
Daberko stated he expects this trend to continue.
-more-
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According to Mr. Daberko, National City is operating from a position of
strength. "By the year 2000, your management team and I want National City to be
recognized as the premier financial institution in the Midwest," he said. He
lauded corporate and retail banking as the Corporation's "flagship businesses"
and expressed confidence in the newly formed Private Client Group, a combination
of National City's personal trust and private banking areas. The Group opened
for business on April 1, targeting high-net-worth individuals in all of its
markets.
Among other business at the Annual Meeting today, stockholders of National
City Corporation elected 15 directors, approved an amendment to a stock option
plan and approved the selection of Ernst & Young as independent auditors.
PROFILE OF NATIONAL CITY CORPORATION
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National City Corporation is a $35 billion diversified financial services
company based in Cleveland, Ohio. National City operates banks and other
financial service subsidiaries principally in Ohio, Kentucky and Indiana.
PROFILE OF INTEGRA FINANCIAL CORPORATION
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Integra Financial Corporation is a $14 billion bank holding company based
in Pittsburgh, Pennsylvania. Integra operates banks and other financial services
subsidiaries principally in western Pennsylvania.
NOTE TO EDITORS: Background information regarding executive stock ownership and
National City's newly adopted guidelines is available by calling 1(800)753-0352
Ext. 717.
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[Integra Logo]
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News Release
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INTEGRA FINANCIAL CORPORATION
PITTSBURGH, PA 15222
FOR RELEASE: IMMEDIATE
CONTACT: William S. Eiler
Integra Financial Corporation
Public Relations Manager
Work: (412) 577-8073
Home: (412) 220-8131
INTEGRA SHAREHOLDERS APPROVE ACQUISITION BY NATIONAL CITY
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PITTSBURGH, PA - April 24, 1996 -- Integra Financial Corporation (NYSE:
ITG) shareholders at a special meeting today overwhelmingly approved the
proposed acquisition of Integra by National City Corporation (NYSE: NCC). On
Monday, National City stockholders also approved the acquisition. Today's
shareholder vote is the final step in the approval process of the acquisition.
Upon completion of the acquisition, which is expected to take place on May
3, 1996, National City will be a $50 billion financial services company with
significant market share in nine of the top 100 metropolitan statistical
areas in the country. The newly combined company will operate approximately 900
branch offices in Ohio, Kentucky, Indiana and western Pennsylvania, penetrating
more than one-third of the households in its market.
Integra Chairman and CEO William F. Roemer and National City Chairman
and CEO David A. Daberko credited much of the anticipated success of the
acquisition to the speed of the
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systems integration and the diligence of the combined National City and Integra
conversion teams. Mr. Roemer stated, "We are proud of the strong banking
franchise that we have built in western Pennsylvania, and we look forward to our
affiliation with National City Corporation next month. " Mr. Daberko added, "We
will complete the systems integration at Integra at the end of May, our fastest
conversion yet and one of the fastest in the industry".
On May 31st, Integra Bank and Integra Trust Company plan to merge to
form National City Bank of Pennsylvania with Mr. Roemer serving as Chairman
and Thomas W. Golonski as President and Chief Executive Officer. National City
Bank of Pennsylvania will be the largest bank in National City Corporation.
Profile of National City Corporation
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National City Corporation is a $35 billion diversified financial services
company based in Cleveland, Ohio. National City operates banks and other
financial services subsidiaries principally in Ohio, Kentucky and Indiana.
Profile of Integra Financial Corporation
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Integra Financial Corporation is a $14 billion bank holding company based in
Pittsburgh, Pennsylvania. Integra operates banks and other financial services
subsidiaries principally in western Pennsylvania.
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