<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 1996.
REGISTRATION NO. 333-01697
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
PRE-EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
NATIONAL CITY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 6712 34-1111088
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
</TABLE>
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)
------------------
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)
------------------
COPIES TO:
ROBERT H. STEVENSON
Senior Vice President
and General Counsel
Integra Financial Corporation
Four PPG Place
Pittsburgh, PA 15722-5408
WILLIAM R. NEWLIN, Esq.
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1110
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: MARCH 15, 1996
As soon as practicable after this Registration Statement becomes effective
and all other conditions to the merger of Integra Financial Corporation with the
Registrant, pursuant to an Agreement and Plan of Merger dated as of August 27,
1995, described in the enclosed Prospectus and Joint Proxy Statement, have been
satisfied or waived.
------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE(3)
- -------------------------
Common Stock, par value
of $4.00 per share..... 67,910,968 $33.00 $2,241,061,944.00 $342,781.00
</TABLE>
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(1) Based upon the assumed number of shares that may be issued in the Merger
described herein. Such assumed number is based upon the maximum number of
shares of common stock of Integra Financial Corporation that may be
outstanding immediately prior to the Merger.
(2) Estimated solely for the purpose of computing the registration fee. Computed
in accordance with Rule 457(f)(1) on the basis of the average of the high
and low prices of a share of common stock of Integra Financial Corporation
on the New York Stock Exchange on March 11, 1996 divided by 2.00 the number
of shares of the Registrant's common stock to be exchanged for each share of
common stock of Integra Financial Corporation in the proposed Merger to
which this Registration Statement relates.
(3) In accordance with Rule 457(b), the total registration fee of $772,780 has
been reduced by $429,999.17, which amount has previously been paid with
respect to the Merger pursuant to Section 14(g) of the Securities Act of
1934, as amended.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE> 2
director or officer (whether elected or appointed), of Integra or any of its
subsidiaries. The Agreement further provides that, for a period of four years
after the Effective Time, National City will use all reasonable efforts to cause
to be maintained in effect the policies of directors' and officers' liability
insurance maintained by Integra in effect at the Effective Time (provided that
National City may substitute therefor policies of at least the same coverage and
amounts containing terms and conditions which are substantially no less
advantageous) with respect to claims arising from facts or events which occurred
before the Effective Time; provided, however, that the Agreement does not
obligate National City to expend, in order to maintain or provide insurance
coverage pursuant to the Agreement, any amount per annum in excess of 150% of
the amount of the annual premiums paid as of the date of the Agreement by
Integra for such insurance. If the amount of the annual premiums necessary to
maintain or procure such insurance coverage exceeds the Maximum Amount, National
City must use all reasonable efforts to maintain the most advantageous policies
of directors' and officers' insurance obtainable for an annual premium equal to
the Maximum Amount.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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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).
3.1 Restated Certificate of Incorporation of NCC, as amended (filed as Exhibit 3.1 to
Registration Statement No. 33-49823 and incorporated herein by reference).
</TABLE>
<TABLE>
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3.2 National City Corporation First Restatement of By-laws adopted April 27, 1987 (As
Amended through October 24, 1994) (filed as Exhibit 3.2 to Registrant's Form S-4
Registration Statement No. 33-56539 dated November 18, 1994 and incorporated herein
by reference).
4.1 Instruments defining the rights of holders of certain long-term debt of NCC and its
consolidated subsidiaries are not filed as exhibits because the amount of debt
under such instruments is less than 10% of the total consolidated assets of NCC.
NCC undertakes to file these instruments with the Commission upon request.
4.2 Credit Agreement dated as of February 2, 1996, by and between NCC and the banks
named therein (filed as Exhibit 4.2 to Registrant's Form S-4 Registration Statement
No. 333-01697 dated March 13, 1996 and incorporated herein by reference).
4.3 Certificate of Stock Designation dated April 18, 1991, designating NCC's 8%
Cumulative Convertible Preferred Stock, without par value, and fixing the powers,
preference, rights, and qualifications, limitations and restrictions thereof in
addition to those set forth in NCC's Restated Certificate of Incorporation, as
amended (incorporated herein by reference to Exhibit 4.4 to NCC's Annual Report on
Form 10-K for the year ended December 31, 1991).
5.1 Opinion of Carlton E. Langer as to the legality of NCC Common being registered
(filed as Exhibit 5.1 to Registrant's Form S-4 Registration Statement No. 333-01697
dated March 13, 1996 and incorporated herein by reference).
8.1 Opinion of Buchanan Ingersoll Professional Corporation as to certain tax
consequences of the Merger.
10.1 National City Corporation Short Term Incentive Compensation Plan for Senior
Officers As Amended and Restated Effective January 1, 1995. (filed as Exhibit 10.1
to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference).
10.2 National City Corporation Long Term Incentive Compensation Plan for Senior Officers
As Amended and Restated Effective January 1, 1995. (filed as Exhibit 10.2 to
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
and incorporated herein by reference).
</TABLE>
II-2
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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10.3 National City Corporation Annual Corporate Performance Incentive Plan Effective
January 1, 1995. (filed as Exhibit 10.21 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated herein by reference).
10.4 National City Savings and Investment Plan, As Amended and Restated Effective July
1, 1992. (filed as Exhibit 10.24 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and incorporated herein by reference).
10.5 The National City Savings and Investment Plan No. 2, As Amended and Restated
Effective January 1, 1992 (filed as Exhibit 10.25 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 and incorporated herein by
reference).
10.6 National City Corporation's Amended and Restated 1973 Stock Option Plan, as amended
(filed as Exhibit 10.4 to Registration Statement No. 2-91434) and amended 1984
Stock Option Plan (filed as Exhibit No. 10.2 to NCC's Annual Report on Form 10-K
for the fiscal year ended December 31, 1987); both incorporated herein by
reference.
10.7 National City Corporation 1989 Stock Option Plan (filed as Exhibit 10.7 to NCC's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989, and
incorporated herein by reference).
10.8 National City Corporation's 1993 Stock Option Plan (filed as Exhibit 10.5 to
Registration Statement No. 33-49823 and incorporated herein by reference).
10.9 National City Corporation 150th Anniversary Stock Option Plan. (Filed as Exhibit
10.9 to Registration Statement No. 33-59487 and incorporated herein by reference).
10.10 National City Corporation Plan for Deferred Payment of Directors' Fees, as amended
(filed as Exhibit 10.5 to Registration Statement No. 2-914334 and incorporated
herein by reference).
10.11 National City Corporation Supplemental Executive Retirement Plan, as amended and
restated effective January 1, 1995 (filed as Exhibit 10.5 to NCC's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, and incorporated herein by
reference).
10.12 National City Corporation Executive Savings Plan As Amended and Restated Effective
January 1, 1995 (filed as Exhibit 10.9 to NCC's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and incorporated herein by reference).
10.13 National City Corporation Amended and Second Restated 1991 Restricted Stock Plan
(filed as Exhibit 10.9 to Registration Statement No. 33-49823 and incorporated
herein by reference).
10.14 First Kentucky National Corporation 1985 Stock Option Plan (filed as Exhibit 10.2
to First Kentucky National Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1987, and incorporated herein by reference).
10.15 First Kentucky National Corporation 1982 Stock Option Plan (filed as Exhibit 10.3
to First Kentucky National Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1987, and incorporated herein by reference).
10.16 Form of grant made under National City Corporation 1991 Restricted Stock Plan made
in connection with National City Corporation Supplemental Executive Retirement Plan
as amended (filed as Exhibit 10.10 to NCC's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, and incorporated herein by reference).
10.17 Amended Employment Agreement dated July 21, 1989 by and between Merchants National
Corporation or a subsidiary and Otto N. Frenzel, III (filed as Exhibit 10(21) to
Merchants National Corporation Annual Report of Form 10-K for the fiscal year ended
December 31, 1987 and incorporated herein by reference).
10.18 Split Dollar Insurance Agreement dated January 4, 1988 between Merchants National
Corporation and Otto N. Frenzel, III Irrevocable Trust II (filed as Exhibit 10(26)
to Merchants National Corporation Annual Report on Form 10-K for the fiscal year
ended December 31, 1989 and incorporated herein by reference).
</TABLE>
II-3
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<TABLE>
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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10.19 Merchants National Corporation Director's Deferred Compensation Plan, as amended
and restated August 16, 1983 (filed as Exhibit 10(3) to Merchants National
Corporation Registration Statement as Form S-2 filed June 28, 1985, incorporated
herein by reference).
10.20 Merchants National Corporation Supplemental Pension Plan dated November 20, 1984;
First Amendment to the Supplemental Pension Plans dated January 21, 1986; Second
Amendment to the Supplemental Pension Plans dated July 3, 1989; and Third Amendment
to the Supplemental Pension Plans dated November 21, 1990 (filed respectively as
Exhibit 10(n) to Merchants National Corporation Annual Report on Form 10-K for the
year ended December 31, 1984; as Exhibit 10(q) to the Merchants National
Corporation Annual Report on Form 10-K for the year ended December 31, 1985; as
Exhibit 10(49) to Merchants National Corporation Annual Report on Form 10-K for the
year ended December 31, 1990; and as Exhibit 10(50) to the Merchants National
Corporation Annual Report on Form 10-K for the year ended December 31, 1990; all
incorporated herein by reference).
10.21 Merchants National Corporation Employee Benefit Trust Agreement, effective July 1,
1987 (filed as Exhibit 10(27) to Merchants National Corporation Annual Report on
Form 10-K for the year ended December 31, 1987, incorporated herein by reference).
10.22 Merchants National Corporation Non-qualified Stock Option Plan effective January
20, 1987, and the First Amendment to that Merchants National Non-qualified Stock
Option Plan, effective October 16, 1990 (filed respectively as Exhibit 10(23) to
Merchants National Corporation Annual Report on Form 10-K for the year ended
December 31, 1986, and as Exhibit 10(55) to Merchants National Corporation Annual
Report on Form 10-K for the year ended December 31, 1990, both of which are
incorporated herein by reference).
10.23 Merchants National Corporation 1987 Non-qualified Stock Option Plan, effective
November 17, 1987, and the First Amendment to effective October 16, 1990, (filed
respectively as Exhibit 10(30) to Merchants National Corporation Annual Report on
Form 10-K for the year ended December 31, 1987, and as Exhibit 10(61) to Merchants
National Corporation Annual Report on Form 10-K for the year ended December 31,
1990, both of which are incorporated herein by reference).
10.24 Merchants National Corporation Directors Non-qualified Stock Option Plan and the
First Amendment to Merchants National Corporation Directors Non-qualified Stock
Option Plan effective October 16, 1990 (filed respectively as Exhibit 10(44) to
Merchants National Corporation Annual Report on Form 10-K for the year ended
December 31, 1988, and as Exhibit 10(68) to Merchants National Corporation Annual
Report on Form 10-K for the year ended December 31, 1990, both of which are
incorporated herein by reference).
10.25 Central Indiana Bancorp Option Plan effective March 15, 1991 (filed as Exhibit
10.26 to Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1994 and incorporated herein by reference).
10.26 Central Indiana Bancorp 1993 Option Plan effective October 12, 1993 (filed as
Exhibit 10.27 to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference).
10.27 Forms of contracts with David A. Daberko, William R. Robertson, Vincent A.
DiGirolamo, William E. MacDonald III, Jon L. Gorney, Harold B. Todd, Jr., Robert G.
Siefers, Robert J. Ondercik, Jeffrey D. Kelly, David L. Zoeller, Thomas A.
Richlovsky, James P. Gulick, Gary A. Glaser, J. Christopher Graffeo and Morton Boyd
(filed as Exhibit 10.22 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 and incorporated herein by reference).
10.28 Split Dollar Insurance Agreement effective January 1, 1994 between National City
Corporation and those individuals listed in Exhibit 10.27 and other key employees.
(filed as exhibit 10.28 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 and incorporated herein by reference).
</TABLE>
II-4
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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</TABLE>
<TABLE>
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10.29 Stock Option Agreement, dated as of August 27, 1995 by and between National City
Corporation and Integra Financial Corporation (filed as Exhibit 2.2 to Form 8-K
dated August 30, 1995 and incorporated herein by reference).
10.30 Stock Option Agreement, dated as of August 27, 1995 by and between National City
Corporation and Integra Financial Corporation (filed as Exhibit 2.3 to Form 8-K
dated August 30, 1995 and incorporated herein by reference).
10.31 National City Corporation Short-Term Incentive Compensation Plan for Senior Of-
ficers--Corporate Results As Amended and Restated Effective January 1, 1996 (filed
as Exhibit 10.31 to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 and incorporated herein by reference).
11.1 Computation of Earnings per share. (Filed as Exhibit 11.1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 and incorporated
herein by reference).
21.1 Subsidiaries. (Filed as Exhibit 21.1 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 and incorporated herein by reference).
23.1 Consent of Ernst & Young LLP, Independent Auditors for NCC (filed as Exhibit 23.1
to Registrant's Form S-4 Registration Statement No. 333-01697 dated March 13, 1996
and incorporated herein by reference).
23.2 Consent of Coopers & Lybrand LLP, Independent Auditors for Integra Financial
Corporation (filed as Exhibit 23.2 to Registrant's Form S-4 Registration Statement
No. 333-01697 dated March 13, 1996 and incorporated herein by reference).
23.3 Consent of Buchanan Ingersoll Professional Corporation (included in the opinion as
filed as Exhibit 8.1 to this Pre-Effective Amendment No. 1 to Form S-4 Registration
Statement and incorporated herein by reference).
23.4 Consent of Carlton E. Langer (included in his opinion as filed as Exhibit 5.1 to
the Registrant's Form S-4 Registration Statement No. 333-01697 dated March 13, 1996
and incorporated herein by reference).
23.5 Consent of William R. Roemer (filed as Exhibit 23.5 to Registrant's Form S-4
Registration Statement No. 333-01697 dated March 13, 1996 and incorporated herein
by reference).
23.6 Consent of James S. Broadhurst (filed as Exhibit 23.6 to Registrant's Form S-4
Registration Statement No. 333-01697 dated March 13, 1996 and incorporated herein
by reference).
23.7 Consent of Robert A. Paul (filed as Exhibit 23.7 to Registrant's Form S-4
Registration Statement No. 333-01697 dated March 13, 1996 and incorporated herein
by reference).
23.8 Consent of Michael A. Schuler (filed as Exhibit 23.8 to Registrant's Form S-4
Registration Statement No. 333-01697 dated March 13, 1996 and incorporated herein
by reference).
23.9 Consent of Morgan Stanley & Co. Incorporated (filed as Exhibit 23.9 to Registrant's
Form S-4 Registration Statement No. 333-01697 dated March 13, 1996 and incorporated
herein by reference).
23.10 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated
24.1 Powers of attorney (filed as Exhibit 24.1 to Registrant's Form S-4 Registration
Statement No. 333-01697 dated March 13, 1996 and incorporated herein by reference).
27.1 Financial Data Schedule (filed as Exhibit 27.1 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 and incorporated herein by
reference).
99.1 Form of Proxy to be used in soliciting holders of Integra Financial Corporation
Common for its Special Meeting (filed as Exhibit 99.1 to Registrant's Form S-4
Registration Statement No. 333-01697 dated March 13, 1996 and incorporated herein
by reference).
99.2 Form of Proxy to be used in soliciting holders of National City Corporation Common
for its Annual Meeting (filed as Exhibit 99.2 to Registrant's Form S-4 Registration
Statement No. 333-01697 dated March 13, 1996 and incorporated herein by reference).
</TABLE>
II-5
<PAGE> 6
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF OHIO, ON MARCH 15, 1996.
NATIONAL CITY CORPORATION
By: /s/ ROBERT G. SIEFERS
Robert G. Siefers,
Executive Vice President
and Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT HAS BEEN SIGNED
BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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*DAVID A. DABERKO Chairman and Chief Executive March 13, 1996
David A. Daberko Officer, Director
*WILLIAM R. ROBERTSON March 13, 1996
William R. Robertson President, Director
*SANDRA H. AUSTIN March 13, 1996
Sandra H. Austin Director
*JAMES M. BIGGAR March 13, 1996
James M. Biggar Director
*CHARLES H. BOWMAN March 13, 1996
Charles H. Bowman Director
*EDWARD B. BRANDON March 13, 1996
Edward B. Brandon Director
*JOHN G. BREEN March 13, 1996
John G. Breen Director
*DUANE E. COLLINS March 13, 1996
Duane E. Collins Director
Richard E. Disbrow Director
*DANIEL E. EVANS March 13, 1996
Daniel E. Evans Director
*OTTO N. FRENZEL III March 13, 1996
Otto N. Frenzel III Director
*BERNADINE P. HEALY, M.D. March 13, 1996
Bernadine P. Healy, M.D. Director
*JOSEPH H. LEMIEUX March 13, 1996
Joseph H. Lemieux Director
*W. BRUCE LUNSFORD March 13, 1996
W. Bruce Lunsford Director
*A. STEVENS MILES March 13, 1996
A. Stevens Miles Director
</TABLE>
II-7
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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*STEPHEN A. STITLE March 13, 1996
Stephen A. Stitle Director
*MORRY WEISS March 13, 1996
Morry Weiss Director
/s/ROBERT G. SIEFERS Executive Vice President and Chief March 13, 1996
Robert G. Siefers Financial Officer
/s/THOMAS A. RICHLOVSKY Senior Vice President and Treasurer March 13, 1996
Thomas A. Richlovsky (Principal Accounting Officer)
</TABLE>
*David L. Zoeller, the undersigned attorney-in-fact, by signing his name
below, does hereby sign this Pre-Effective Amendment No. 1 to Form S-4
Registration Statement on behalf of each 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 filed with the Securities
and Exchange Commission contemporaneously herewith.
Dated: March 15, 1996
/s/DAVID L. ZOELLER
David L. Zoeller
Attorney-in-Fact
II-8
<PAGE> 8
EXHIBIT INDEX
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PAGE NUMBER IN
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT DESCRIPTION NUMBERED COPY
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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).
3.1 Restated Certificate of Incorporation of NCC, as amended (filed as
Exhibit 3.1 to Registration Statement No. 33-49823 and incorporated
herein by reference).
</TABLE>
<TABLE>
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3.2 National City Corporation First Restatement of By-laws adopted
April 27, 1987 (As Amended through October 24, 1994) (filed as
Exhibit 3.2 to Registrant's Form S-4 Registration Statement No.
33-56539 dated November 18, 1994 and incorporated herein by
reference).
4.1 Instruments defining the rights of holders of certain long-term
debt of NCC and its consolidated subsidiaries are not filed as
exhibits because the amount of debt under such instruments is less
than 10% of the total consolidated assets of NCC. NCC undertakes to
file these instruments with the Commission upon request.
4.2 Credit Agreement dated as of February 2, 1996, by and between NCC
and the banks named therein (filed as Exhibit 4.2 to Registrant's
Form S-4 Registration Statement No. 333-01697 dated March 13, 1996
and incorporated herein by reference).
4.3 Certificate of Stock Designation dated April 18, 1991, designating
NCC's 8% Cumulative Convertible Preferred Stock, without par value,
and fixing the powers, preference, rights, and qualifications,
limitations and restrictions thereof in addition to those set forth
in NCC's Restated Certificate of Incorporation, as amended
(incorporated herein by reference to Exhibit 4.4 to NCC's Annual
Report on Form 10-K for the year ended December 31, 1991).
5.1 Opinion of Carlton E. Langer as to the legality of NCC Common being
registered (filed as Exhibit 5.1 to Registrant's Form S-4
Registration Statement No. 333-01697 dated March 13, 1996 and
incorporated herein by reference).
8.1 Opinion of Buchanan Ingersoll Professional Corporation as to
certain tax consequences of the Merger.
10.1 National City Corporation Short Term Incentive Compensation Plan
for Senior Officers As Amended and Restated Effective January 1,
1995. (filed as Exhibit 10.1 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 and incorporated
herein by reference).
10.2 National City Corporation Long Term Incentive Compensation Plan for
Senior Officers As Amended and Restated Effective January 1, 1995.
(filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated herein
by reference).
10.3 National City Corporation Annual Corporate Performance Incentive
Plan Effective January 1, 1995. (filed as Exhibit 10.21 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference).
10.4 National City Savings and Investment Plan, As Amended and Restated
Effective July 1, 1992. (filed as Exhibit 10.24 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference).
</TABLE>
II-9
<PAGE> 9
<TABLE>
<CAPTION>
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EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT DESCRIPTION NUMBERED COPY
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<C> <S> <C>
10.5 The National City Savings and Investment Plan No. 2, As Amended and
Restated Effective January 1, 1992 (filed as Exhibit 10.25 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference).
10.6 National City Corporation's Amended and Restated 1973 Stock Option
Plan, as amended (filed as Exhibit 10.4 to Registration Statement
No. 2-91434) and amended 1984 Stock Option Plan (filed as Exhibit
No. 10.2 to NCC's Annual Report on Form 10-K for the fiscal year
ended December 31, 1987); both incorporated herein by reference.
10.7 National City Corporation 1989 Stock Option Plan (filed as Exhibit
10.7 to NCC's Annual Report on Form 10-K for the fiscal year ended
December 31, 1989, and incorporated herein by reference).
10.8 National City Corporation's 1993 Stock Option Plan (filed as
Exhibit 10.5 to Registration Statement No. 33-49823 and
incorporated herein by reference).
10.9 National City Corporation 150th Anniversary Stock Option Plan.
(Filed as Exhibit 10.9 to Registration Statement No. 33-59487 and
incorporated herein by reference).
10.10 National City Corporation Plan for Deferred Payment of Directors'
Fees, as amended (filed as Exhibit 10.5 to Registration Statement
No. 2-914334 and incorporated herein by reference).
10.11 National City Corporation Supplemental Executive Retirement Plan,
as amended and restated effective January 1, 1995 (filed as Exhibit
10.5 to NCC's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, and incorporated herein by reference).
10.12 National City Corporation Executive Savings Plan As Amended and
Restated Effective January 1, 1995 (filed as Exhibit 10.9 to NCC's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994, and incorporated herein by reference).
10.13 National City Corporation Amended and Second Restated 1991
Restricted Stock Plan (filed as Exhibit 10.9 to Registration
Statement No. 33-49823 and incorporated herein by reference).
10.14 First Kentucky National Corporation 1985 Stock Option Plan (filed
as Exhibit 10.2 to First Kentucky National Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1987,
and incorporated herein by reference).
10.15 First Kentucky National Corporation 1982 Stock Option Plan (filed
as Exhibit 10.3 to First Kentucky National Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1987,
and incorporated herein by reference).
10.16 Form of grant made under National City Corporation 1991 Restricted
Stock Plan made in connection with National City Corporation
Supplemental Executive Retirement Plan as amended (filed as Exhibit
10.10 to NCC's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, and incorporated herein by reference).
</TABLE>
II-10
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<TABLE>
<CAPTION>
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10.17 Amended Employment Agreement dated July 21, 1989 by and between
Merchants National Corporation or a subsidiary and Otto N. Frenzel,
III (filed as Exhibit 10(21) to Merchants National Corporation
Annual Report of Form 10-K for the fiscal year ended December 31,
1987 and incorporated herein by reference).
10.18 Split Dollar Insurance Agreement dated January 4, 1988 between
Merchants National Corporation and Otto N. Frenzel, III Irrevocable
Trust II (filed as Exhibit 10(26) to Merchants National Corporation
Annual Report on Form 10-K for the fiscal year ended December 31,
1989 and incorporated herein by reference).
10.19 Merchants National Corporation Director's Deferred Compensation
Plan, as amended and restated August 16, 1983 (filed as Exhibit
10(3) to Merchants National Corporation Registration Statement as
Form S-2 filed June 28, 1985, incorporated herein by reference).
10.20 Merchants National Corporation Supplemental Pension Plan dated
November 20, 1984; First Amendment to the Supplemental Pension
Plans dated January 21, 1986; Second Amendment to the Supplemental
Pension Plans dated July 3, 1989; and Third Amendment to the
Supplemental Pension Plans dated November 21, 1990 (filed
respectively as Exhibit 10(n) to Merchants National Corporation
Annual Report on Form 10-K for the year ended December 31, 1984; as
Exhibit 10(q) to the Merchants National Corporation Annual Report
on Form 10-K for the year ended December 31, 1985; as Exhibit
10(49) to Merchants National Corporation Annual Report on Form 10-K
for the year ended December 31, 1990; and as Exhibit 10(50) to the
Merchants National Corporation Annual Report on Form 10-K for the
year ended December 31, 1990; all incorporated herein by
reference).
10.21 Merchants National Corporation Employee Benefit Trust Agreement,
effective July 1, 1987 (filed as Exhibit 10(27) to Merchants
National Corporation Annual Report on Form 10-K for the year ended
December 31, 1987, incorporated herein by reference).
10.22 Merchants National Corporation Non-qualified Stock Option Plan
effective January 20, 1987, and the First Amendment to that
Merchants National Non-qualified Stock Option Plan, effective
October 16, 1990 (filed respectively as Exhibit 10(23) to Merchants
National Corporation Annual Report on Form 10-K for the year ended
December 31, 1986, and as Exhibit 10(55) to Merchants National
Corporation Annual Report on Form 10-K for the year ended December
31, 1990, both of which are incorporated herein by reference).
10.23 Merchants National Corporation 1987 Non-qualified Stock Option
Plan, effective November 17, 1987, and the First Amendment to
effective October 16, 1990, (filed respectively as Exhibit 10(30)
to Merchants National Corporation Annual Report on Form 10-K for
the year ended December 31, 1987, and as Exhibit 10(61) to
Merchants National Corporation Annual Report on Form 10-K for the
year ended December 31, 1990, both of which are incorporated herein
by reference).
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10.24 Merchants National Corporation Directors Non-qualified Stock Option
Plan and the First Amendment to Merchants National Corporation
Directors Non- qualified Stock Option Plan effective October 16,
1990 (filed respectively as Exhibit 10(44) to Merchants National
Corporation Annual Report on Form 10-K for the year ended December
31, 1988, and as Exhibit 10(68) to Merchants National Corporation
Annual Report on Form 10-K for the year ended December 31, 1990,
both of which are incorporated herein by reference).
10.25 Central Indiana Bancorp Option Plan effective March 15, 1991 (filed
as Exhibit 10.26 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and incorporated herein by
reference).
10.26 Central Indiana Bancorp 1993 Option Plan effective October 12, 1993
(filed as Exhibit 10.27 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated herein
by reference).
10.27 Forms of contracts with David A. Daberko, William R. Robertson,
Vincent A. DiGirolamo, William E. MacDonald III, Jon L. Gorney,
Harold B. Todd, Jr., Robert G. Siefers, Robert J. Ondercik, Jeffrey
D. Kelly, David L. Zoeller, Thomas A. Richlovsky, James P. Gulick,
Gary A. Glaser, J. Christopher Graffeo and Morton Boyd (filed as
Exhibit 10.22 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and incorporated herein by
reference).
10.28 Split Dollar Insurance Agreement effective January 1, 1994 between
National City Corporation and those individuals listed in Exhibit
10.27 and other key employees. (filed as exhibit 10.28 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference).
10.29 Stock Option Agreement, dated as of August 27, 1995 by and between
National City Corporation and Integra Financial Corporation (filed
as Exhibit 2.2 to Form 8-K dated August 30, 1995 and incorporated
herein by reference).
10.30 Stock Option Agreement, dated as of August 27, 1995 by and between
National City Corporation and Integra Financial Corporation (filed
as Exhibit 2.3 to Form 8-K dated August 30, 1995 and incorporated
herein by reference).
10.31 National City Corporation Short-Term Incentive Compensation Plan
for Senior Officers--Corporate Results As Amended and Restated
Effective January 1, 1996 (filed as Exhibit 10.31 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995 and incorporated herein by reference).
11.1 Computation of Earnings per share. (Filed as Exhibit 11.1 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 and incorporated herein by reference).
21.1 Subsidiaries. (Filed as Exhibit 21.1 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 and
incorporated herein by reference).
23.1 Consent of Ernst & Young LLP, Independent Auditors for NCC (filed
as Exhibit 23.1 to Registrant's Form S-4 Registration Statement No.
333-01697 dated March 13, 1996 and incorporated herein by
reference).
23.2 Consent of Coopers & Lybrand LLP, Independent Auditors for Integra
Financial Corporation (filed as Exhibit 23.2 to Registrant's Form
S-4 Registration Statement No. 333-01697 dated March 13, 1996 and
incorporated herein by reference).
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23.3 Consent of Buchanan Ingersoll Professional Corporation (included in
the opinion as filed as Exhibit 8.1 to this Pre-effective Amendment
No. 1 to Form S-4 Registration Statement and incorporated herein by
reference).
23.4 Consent of Carlton E. Langer (included in his opinion as filed as
Exhibit 5.1 to Registrant's Form S-4 Registration Statement No.
333-01697 dated March 13, 1996 and incorporated herein by
reference).
23.5 Consent of William R. Roemer (filed as Exhibit 23.5 to Registrant's
Form S-4 Registration Statement No. 333-01697 dated March 13, 1996
and incorporated herein by reference).
23.6 Consent of James S. Broadhurst (filed as Exhibit 23.6 to
Registrant's Form S-4 Registration Statement No. 333-01697 dated
March 13, 1996 and incorporated herein by reference).
23.7 Consent of Robert A. Paul (filed as Exhibit 23.7 to Registrant's
Form S-4 Registration Statement No. 333-01697 dated March 13, 1996
and incorporated herein by reference).
23.8 Consent of Michael A. Schuler (filed as Exhibit 23.8 to
Registrant's Form S-4 Registration Statement No. 333-01697 dated
March 13, 1996 and incorporated herein by reference).
23.9 Consent of Morgan Stanley & Co. Incorporated (filed as Exhibit 23.9
to Registrant's Form S-4 Registration Statement No. 333-01697 dated
March 13, 1996 and incorporated herein by reference).
23.10 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated
24.1 Powers of attorney (filed as Exhibit 24.1 to Registrant's Form S-4
Registration Statement No. 333-01697 dated March 13, 1996 and
incorporated herein by reference).
27.1 Financial Data Schedule (Filed as Exhibit 27.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995 and incorporated herein by reference).
99.1 Form of Proxy to be used in soliciting holders of Integra Financial
Corporation Common for its Special Meeting (filed as Exhibit 99.1
to Registrant's Form S-4 Registration Statement No. 333-01697 dated
March 13, 1996 and incorporated herein by reference).
99.2 Form of Proxy to be used in soliciting holders of National City
Corporation Common for its Annual Meeting (filed as Exhibit 99.2 to
Registrant's Form S-4 Registration Statement No. 333-01697 dated
March 13, 1996 and incorporated herein by reference).
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<PAGE> 1
Exhibit 8.1
BUCHANAN INGERSOLL
------------------
PROFESSIONAL CORPORATION
Attorneys
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
Telephone: 412-562-8800
Fax: 412-562-1041
March 12, 1996
Integra Financial Corporation
Four PPG Place
Pittsburgh, Pennsylvania 15222-5408
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
Re: Merger of Integra Financial Corporation
with and into National City Corporation
---------------------------------------
Gentlemen:
You have requested our opinion as to the federal income tax consequences of
the transaction contemplated by the Agreement and Plan of Merger dated August
27, 1995, by and between Integra Financial Corporation ("Integra") and National
City Corporation ("National City") (the "Merger Agreement") providing, in part
and subject to certain conditions, for the merger of Integra with and into
National City (the "Merger") pursuant to the Delaware General Corporation Law
and the Pennsylvania Business Corporation Law. Upon consummation of the
Merger, National City will be the surviving corporation.
Upon consummation of the Merger, each issued and outstanding share (other
than shares held by Integra as treasury stock, National City or any of their
direct or indirect wholly
<PAGE> 2
owned subsidiaries (but not shares of Integra held in trust accounts, managed
accounts, or in any similar manner as trustee or in a fiduciary capacity or
acquired in satisfaction of debts previously contracted), all of which will be
canceled) of Integra common stock, par value $1.00 per share (the "Integra
Common Stock"), will be converted into the right to receive two (2) shares of
National City common stock, par value $4.00 per share (the "National City
Common Stock").
We have examined the Registration Statement of Form S-4, which is to be
filed with the Securities and Exchange Commission in connection with the
registration of 67,849,968 shares of National City Common Stock, including
those to be issued in the Merger, and the documents attached thereto (the
"Registration Statement"), the Merger Agreement and other documents, legal
opinions, corporate records, statutes, decisions, and questions of law as we
have deemed necessary or appropriate to express an informed opinion on the
matters hereinafter set forth. For purposes of this opinion, we have assumed
that the Merger will constitute a statutory merger under the applicable laws of
the State of Delaware and the Commonwealth of Pennsylvania.
For the purpose of rendering our opinion, we have assumed that all of the
conditions precedent to the Merger set forth in the Merger Agreement will be
met and that the Merger will receive any required regulatory approvals. We
have further assumed that the Merger will be approved by the holders of Integra
Common Stock and will become effective under state and federal law in
accordance with the Merger Agreement. We have also assumed that the
shareholders of Integra will not dispose of their National City Common Stock to
be received in the Merger to such an extent as to cause the Merger to not
satisfy the continuity of proprietary interest requirement of Treasury
Regulation Section 1.368-1(b).
2
<PAGE> 3
In rendering this opinion, we are relying on the truth of the covenants,
representations and warranties of each of the parties to the Merger Agreement
as set forth in the Merger Agreement and on the specific factual
representations the parties have made to us in connection with this opinion,
which representations are those required in order to seek a private letter
ruling from the Internal Revenue Service with respect to the applicability of
Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the
"Code"), as set forth in Revenue Procedure 86-42, 1986-2 C.B. 722, Sections
7.01 and 7.08 (attached hereto as Exhibit A).
Our opinion is conditioned upon the satisfaction of the following
conditions as of the Effective Time (as defined in the Merger Agreement) of the
Merger:
i) The continued accuracy as of the Effective Time of the
representations and warranties of the parties to the Merger
Agreement set forth in the Merger Agreement; and
ii) The continued accuracy as of the Effective Time of the facts
and representations of the parties to the Merger Agreement set
forth in Exhibit A hereto and other representations that we
have received.
Based solely on the facts, assumptions and representations as so
stated, satisfaction of the conditions above as of the Effective Time, and
under the present provisions of the Code as they have been or appear likely to
be interpreted by the courts or the Internal Revenue Service, we are of the
opinion, for federal income tax purposes, that:
3
<PAGE> 4
1. The Merger will constitute a reorganization within the
meaning of Section 368(a) of the Code and National City
and Integra will each be a "party to a reorganization"
within the meaning of Section 368(b) of the Code;
2. No gain or loss will be recognized by either National City
or Integra as a result of the Merger;
3. No gain or loss will be recognized by shareholders of
Integra who exchange their shares of Integra Common Stock
solely for shares of National City Common Stock pursuant
to the Merger;
4. The tax basis of shares of National City Common Stock
received by shareholders of Integra who exchange all of
their shares of Integra Common Stock solely for shares of
National City Common Stock in the Merger will be the same
as the tax basis of the shares of Integra Common Stock
surrendered in exchange therefor; and
5. The holding period of the shares of National City Common
Stock received in the Merger will include the holding
period of the Integra Common Stock surrendered in exchange
therefor, provided such shares of Integra Common Stock
were held as capital assets at the Effective Time.
We have rendered the foregoing opinion as of the date hereof,
and we do not undertake to supplement our opinion with respect to factual
matters or changes in the law which may hereinafter occur.
4
<PAGE> 5
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-4 filed by National City with the Securities
and Exchange Commission relating to the registration of 67,849,968 shares of
National City Common Stock and to the reference to us in the Prospectus
constituting part of the Registration Statement under the heading "Certain
Federal Income Tax Consequences."
Buchanan Ingersoll
Professional Corporation
By: /s/ Larry E. Phillips
_____________________________
Larry E. Phillips
5
<PAGE> 6
EXHIBIT A
7.01 Section 368(a)(1)(A) mergers:
1. The fair market value of the Acquiring stock and other
consideration received by each Target shareholder will be approximately equal
to the fair market value of the Target stock surrendered in the exchange.
2. There is no plan or intention by the shareholders of Target
who own 5 percent or more of the Target stock, and to the best of the knowledge
of the management of Target, there is no plan or intention on the part of the
remaining shareholders of Target to sell, exchange, or otherwise dispose of a
number of shares of Acquiring stock received in the transaction that would
reduce the Target shareholders' ownership of Acquiring stock to a number of
shares having a value, as of the date of the transaction, of less than 50
percent of the value of all of the formerly outstanding stock of Target as of
the same date. For purposes of this representation, shares of Target stock
exchanged for cash or other property, surrendered by dissenters, or exchanged
for cash in lieu of fractional shares of Acquiring stock will be treated as
outstanding Target stock on the date of the transaction. Moreover, shares of
Target stock and shares of Acquiring stock held by Target shareholders and
otherwise sold, redeemed, or disposed of prior or subsequent to the transaction
will be considered in making this representation.
3. Acquiring has no plan or intention to reacquire any of its
stock issued in the transaction.
4. Acquiring has no plan or intention to sell or otherwise
dispose of any of the assets of Target acquired in the transaction, except for
dispositions made in the ordinary
6
<PAGE> 7
course of business or transfers described in Section 368(a)(2)(C) of the
Internal Revenue Code of 1986, as amended (the "Code").
5. The liabilities of Target assumed by Acquiring and the
liabilities to which the transferred assets of Target are subject were incurred
by Target in the ordinary course of its business.
6. Following the transaction, Acquiring will continue the
historic business of Target or use a significant portion of Target's historic
business assets in a business.
7. Acquiring, Target, and the shareholders of Target will pay
their respective expenses, if any, incurred in connection with the transaction
and in accordance with Revenue Ruling 73-54, 1973-1 C.B. 187.
8. There is no intercorporate indebtedness existing between
Target and Acquiring that was issued, acquired, or will be settled at a
discount.
9. No two parties to the transaction are investment companies as
defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.
10. Target is not under the jurisdiction of a court in a Title 11
or similar case within the meaning of Section 368(a)(3)(A) of the Code.
11. The fair market value of the assets of Target transferred to
Acquiring will equal or exceed the sum of the liabilities assumed by Acquiring
plus the amount of liabilities, if any, to which the transferred assets are
subject.
7
<PAGE> 8
7.08 Miscellaneous representations:
1. None of the compensation received by any shareholder-employees
of Target will be separate consideration for, or allocable to, any of their
shares of Target stock; none of the shares of Acquiring stock received by any
shareholder-employees will be separate consideration for, or allocable to, any
employment agreement; and the compensation paid to any shareholder-employees
will be for services actually rendered and will be commensurate with amounts
paid to third parties bargaining at arm's-length for similar services.
2. Acquiring will pay or assume only those expenses of Target
that are solely and directly related to the transaction in accordance with the
guidelines established in Revenue Ruling 73-54, 1973-1 C.B. 187.
8
<PAGE> 1
Exhibit 23.10
Investment Banking
Corporate and Institutional
Client Group
World Financial Center
North Tower
New York, New York 10281-1325
212 449 1000
MERRILL LYNCH
We hereby consent to the use of our opinion letter dated March 15, 1996
to the Board of Directors of National City Corporation included as Appendix C
to the Proxy Statement/Prospectus which forms a part of the Registration
Statement on Form S-4 relating to the proposed merger of Integra Financial
Corporation with and into National City Corporation and to the references to
such opinion in such Proxy Statement/Prospectus. In giving such consent, we do
not admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder, nor do we
thereby admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities
Act of 1933, as amended, or the rules and regulations of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By /s/ Paul M. Wetzel
--------------------------------
March 15, 1996
