<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 14, 1997
--------------------------------------
(Date of Report)
National City Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10074 34-1111088
- ----------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1900 East Ninth Street, Cleveland, Ohio 44114
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
216-575-2000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Page 1 of 7
<PAGE> 2
Item 5. Other Events
------------
At National City Corporation's annual meeting held on April 14, 1997
the stockholders elected the 18 nominees listed in the proxy statement, adopted
the National City Corporation 1997 Stock Option Plan, adopted the National City
Corporation 1997 Restricted Stock Plan, approved the increase of total number of
shares of National City Corporation's authorized capital stock from 355,000,000
to 705,000,000, and approved the selection of Ernst & Young as independent
auditors. A copy of the April 14, 1997 press release noting this action is filed
as Exhibit 99.1 to this Current Form 8-K and is incorporated herein by
reference.
At the National City Corporation board meeting following the annual
meeting the Board of Directors authorized the purchase, in the open market or
otherwise, of up to 10 million additional shares of the Corporation's issued and
outstanding common stock, subject to a total purchase limit of $600 million. A
copy of the April 14, 1997 press release noting this action is filed as Exhibit
99.2 to this Current Form 8-K and is incorporated herein by reference
Item 7. Financial Statements, Pro Forma Financial Information and
---------------------------------------------------------
Exhibits
--------
a) Financial Statements of business acquired: None.
------------------------------------------
b) Pro forma financial information: None.
--------------------------------
c) Exhibits:
---------
Exhibit 99.1 Press Release dated April 14, 1997
incorporated herein by reference.
Exhibit 99.2 Press Release dated April 14, 1997
incorporated herein by reference.
Page 2 of 7
<PAGE> 3
SIGNATURES
----------
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 14, 1997 By \s\ David L. Zoeller
--------------------------------
David L. Zoeller
Senior Vice President and
General Counsel
Page 3 of 7
<PAGE> 1
[NATIONAL CITY CORPORATION LETTERHEAD]
EXHIBIT 99.1
------------
FOR MORE INFORMATION CONTACT: News Release
Dan Shingler
Media Relations Officer
National City Communications
(216) 575-2441
FOR IMMEDIATE RELEASE
NATIONAL CITY STOCKHOLDERS AUTHORIZE INCREASE IN CORPORATION'S
--------------------------------------------------------------
CAPITAL STOCK, ELECT 18 DIRECTORS, APPROVE INDEPENDENT AUDITORS
---------------------------------------------------------------
CLEVELAND -- April 14, 1997-- National City Corporation (NYSE:NCC)
stockholders at their annual meeting today in Cleveland, authorized the
Corporation to increase the number of shares of its capital stock from
355,000,000 to 705,000,000.
In recommending the authorization of new stock, National City's board
of directors stated that it was advisable to have the shares available to be
used in connection with possible acquisitions, equity financing arrangements,
payments of stock dividends or other stock distributions, employee stock
incentive programs, dividend reinvestment programs, or other general corporate
purposes.
National City Chairman and Chief Executive Officer David A. Daberko did
not address specific plans for the potential new stock, but did discuss key
corporate initiatives aimed at further improving National City's performance.
The initiatives, addressing such issues as National City's
organizational structure, business development and technology investments, will
"raise the bar a notch or two, to ensure an even higher degree of excellence in
our overall performance," Mr. Daberko said.
As previously reported, National City achieved record earnings of
$736.6 million, or $3.27 per share, in 1996. The Corporation today reported
record earnings of $196.1 million, or 87 cents per share, for the first quarter
of 1997.
<PAGE> 2
Among the initiatives Mr. Daberko discussed in detail were the
Corporation's plans to consolidate its five Ohio banks under a single charter.
That consolidation should be completed by early 1998, he said.
William E. MacDonald III has been selected to serve as president and
chief executive officer of the new consolidated bank and Gary Glaser will serve
as its chairman, Mr. Daberko said. Currently, Mr. MacDonald is chairman,
president and CEO of National City Bank in Cleveland and Mr. Glaser is president
and CEO of National City Bank of Columbus.
The change in structure will make it easier for commercial and retail
customers to bank with National City throughout the Corporation's Ohio markets,
while still leaving underwriting, product pricing and other decision-making
authority in the hands of local bank executives, Mr. Daberko said.
Mr. Daberko also discussed National City's plans to invest in
technology that will allow it to make better use of customer information. The
company is developing a data warehouse, which will allow it to better analyze
customer data in order to target product marketing efforts toward the needs of
individual customers. The data warehouse is an extension of our successful
database marketing program and will be fully operational this year, something
National City can easily accomplish because all of its subsidiary banks already
gather and process customer information on a single system, Mr. Daberko said.
"We are ahead of nearly all of our competitors in this regard and we have the
edge when it comes to developing and implementing this exciting new sales tool,"
Mr. Daberko noted.
Lastly, Mr. Daberko discussed National City's plans to develop a wealth
management strategy to better serve clients with annual incomes of more than
$60,000. Herbert R. Martens, chief executive officer of National City's
brokerage and investment banking firm, NatCity Investments Inc., has been named
to lead this effort. Mr. Daberko said that Mr. Martens will work closely with
Jeffrey M. Biggar, who developed National City's Private Client Group in 1996,
to serve other high-net-worth customers with teams of financial experts and
relationship managers.
<PAGE> 3
PROFILE OF NATIONAL CITY CORPORATION
- -------------------------------------
National City Corporation is a $51 billion diversified financial
services company based in Cleveland, Ohio. National City operates banks and
other financial service subsidiaries principally in Ohio, Kentucky, Indiana and
Pennsylvania. National City can be found on the World Wide Web at
http://www.national-city.com.
###
<PAGE> 1
[NATIONAL CITY CORPORATION LETTERHEAD]
EXHIBIT 99.2
------------
FOR MORE INFORMATION CONTACT: News Release
Thomas A. Richlovsky
Senior Vice President & Treasurer
(216) 575-2126
Julie I. Sabroff
Manager, Investor Relations
(216) 575-2467
FOR IMMEDIATE RELEASE
---------------------
NATIONAL CITY ANNOUNCES 10 MILLION SHARE BUYBACK
------------------------------------------------
CLEVELAND, OHIO--April 14, 1997--The Board of Directors of National
City Corporation (NYSE:NCC) today authorized the repurchase of up to 10 million
shares of National City's issued and outstanding common stock, subject to a
purchase limit of $600 million. There are approximately 220 million common
shares currently outstanding. The Corporation's previous repurchase program, for
five million shares, was authorized in December 1996 and completed in early
April.
All shares repurchased will be held as Treasury shares for reissue in
connection with the Corporation's dividend reinvestment and stock option plans,
and for general corporate purposes. The shares will be acquired either in the
open market or in privately negotiated transactions in accordance with
applicable regulations of the Securities and Exchange Commission.
National City Corporation is a $50 billion diversified financial
services company headquartered in Cleveland, Ohio. National City operates banks
and other financial service subsidiaries principally in Ohio, Kentucky, Indiana
and Pennsylvania. National City can be found on the Internet at
www.national-city.com.
-30-
