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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1997
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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
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 No.)
NATIONAL CITY CENTER
1900 EAST NINTH STREET
CLEVELAND, OHIO 44114-3484
(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
NATIONAL CITY CENTER
1900 EAST NINTH STREET
CLEVELAND, OHIO 44114-3484
(216) 575-2978
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
Approximate date of commencement of proposed sale of securities to the
public
________________________
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
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______
If this form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 33-44209
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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<PAGE> 2
PROSPECTUS
(NATIONAL CITY CORPORATION LOGO)
AMENDED AND RESTATED DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
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This Prospectus relates to 6,000,000 shares of Common Stock, par value
$4.00 per share (the "Shares"), of National City Corporation ("National City")
registered for sale under the Plan referred to above, approximately 2,675,000 of
which have been purchased by participants prior to the date hereof. All of the
outstanding shares of National City's Common Stock, as well as the shares of
Common Stock offered hereby, are listed on the New York Stock Exchange.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OFFERED HEREBY ARE NOT THE OBLIGATION OF OR GUARANTEED OR
ENDORSED BY ANY BANK. THEY DO NOT CONSTITUTE A BANK DEPOSIT. THEY ARE NOT
FEDERALLY INSURED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENTAL AGENCY.
INVESTMENT IN SHARES, AS WITH ANY INVESTMENT IN COMMON STOCK, MAY INVOLVE SOME
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NATIONAL
CITY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THESE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
FINANCIAL CONDITION AND AFFAIRS OF NATIONAL CITY SINCE THE DATE OF THIS
PROSPECTUS.
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The date of this Prospectus is February 4, 1997.
<PAGE> 3
AVAILABLE INFORMATION
National City is subject to the information reporting requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and,
accordingly, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected or copied at the public
reference facilities of the Commission located at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549; at the Commission's Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and at its New York Regional Office, R.R.
Donnelly Building, 75 Park Place, 14th Floor, New York, New York 10007. Copies
of such materials may also be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. The Common Stock is listed on the New York Stock Exchange (the "NYSE").
In addition, reports, proxy statements and other information concerning National
City may be inspected at the offices of the NYSE, Inc., 20 Broad Street, New
York, New York 10005.
This Prospectus does not contain all of the information set forth in the
registration statements and the exhibits relating thereto previously filed by
National City under the Securities Act of 1933, as amended (the "Act"), with the
Commission. Reference is made to such registration statements and the exhibits
thereto which may be inspected without charge at the offices of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies thereof may be
obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
National City hereby incorporates in this Prospectus by reference National
City's Annual Report on Form 10-K for the year ended December 31, 1996. All
documents filed by National City with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in this Prospectus or in a document all or a portion of which is incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
National City will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits, unless such exhibits are specifically incorporated by reference in
such documents). Written requests for such copies should be directed to National
City Corporation, National City Center, 1900 East Ninth Street, Cleveland, Ohio
44114-3484 Attention: Julie I. Sabroff, Director of Investor Relations.
Telephone requests may be directed to 216/575-2467.
Unless otherwise indicated, currency amounts in this Prospectus are stated
in United States dollars ("$" "dollars", "U.S. dollars" or "U.S.$").
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NATIONAL CITY
National City is a multibank holding company under the Bank Holding Company
Act of 1956, as amended. National City owns substantially all of the outstanding
capital stock of 11 commercial banks, having a total of 885 banking offices in
Ohio, Kentucky, Indiana, and Pennsylvania. At December 31, 1996, National City
had consolidated total assets of $51 billion and total stockholders' equity of
$4.4 billion. Based on consolidated total assets at December 31, 1996, National
City was approximately the 18th largest commercial banking organization in the
United States.
National City subsidiaries provide financial services that meet a wide
range of customer needs, including commercial and retail banking, trust and
investment services, item processing, mortgage servicing, and credit card
processing.
National City is a legal entity separate and distinct from its subsidiary
banks and other subsidiaries. There are legal limitations on the extent to which
National City's subsidiary banks can lend or otherwise supply funds to National
City or certain of its affiliates. Federal law limits the ability of National
City to borrow from its subsidiary banks unless the loans are secured by
specified collateral and, with respect to National City and any non-bank
affiliate, such loans and extensions of credit by any subsidiary bank are
generally limited to 10% of the subsidiary bank's capital and surplus and, with
respect to National City and all of its non-bank affiliates, to an aggregate of
20% of the subsidiary bank's capital and surplus. In addition, payment of
dividends to National City by subsidiary banks is subject to various federal
regulatory limitations. Under federal law, a national bank must obtain the
approval of the Comptroller of the Currency if the total of all dividends
declared by a national bank in any calendar year exceeds the bank's net profits
(as defined) for that year combined with its retained net profits for the
preceding two calendar years. Under applicable rules, the subsidiary banks could
have declared up to $881 million of aggregate dividends at September 30, 1996
without prior regulatory approval. The Comptroller of the Currency also has
statutory authority to prohibit a national bank from engaging in what the
Comptroller determines to be an unsafe or unsound practice in conducting its
business. The ability of a subsidiary bank to pay dividends could be affected by
its financial condition, including the maintenance of adequate capital for such
bank and other factors.
The Financial Institution, Reform, Recovery, and Enforcement Act of 1989
contains a "cross-guarantee" provision which could result in insured Depositary
institutions owned by National City being assessed for losses incurred by the
Federal Deposit Insurance Corporation in connection with assistance provided to,
or the failure of, any other insured Depositary institution owned by National
City. Under Federal Reserve Board policy, National City is expected to act as a
source of financial strength to each subsidiary bank and to commit resources to
support such subsidiary bank in circumstances where it might not be in a
financial position to do so.
National City is a Delaware corporation, with its executive offices located
at National City Center, 1900 East Ninth Street, Cleveland, Ohio 44114-3484
(telephone 216/575-2000).
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DESCRIPTION OF THE PLAN
The following is a statement in question and answer form of the provisions
of National City's Amended and Restated Dividend Reinvestment and Stock Purchase
Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to (i) to allow existing holders of record of
the National City's Common Stock, par value $4.00 per share (the "Shares"), an
economical way to purchase Shares, (ii) provide Plan participants with a
convenient and simple method of investing their cash dividends and (iii) provide
new investors with a convenient means to make an initial investment in Shares.
The Plan is for the benefit of long-term investors and not for individuals who
may engage in transactional short-term profit activities or engage in excessive
joining and terminations, including without limitation, transactional activities
or excessive joining and terminations which cause aberrations in the composite
trading volume of the Shares.
When newly issued Shares are purchased from National City, National City
will receive new equity capital funds available for general corporate purposes.
As used herein, the term "newly issued Shares" includes Shares held in treasury.
BENEFITS
2. WHAT ARE THE BENEFITS OF THE PLAN?
You ("participants" or "you"):
- May have all or a portion of the cash dividends on your Shares
automatically reinvested in newly issued Shares if available or, if
National City is not then making newly issued Shares available for the
account of participants, in Shares purchased in the open market, at a
discount of 3% from the Average Market Price (as defined in Question 12)
of the Shares or, in the case of Shares purchased in the open market, at
a discount of 3% from the weighted average purchase price of the Shares.
Each participant's dividend reinvestment is subject to a maximum per
dividend payment amount of $25,000. Participants wishing to reinvest
dividends in excess of the maximum per dividend payment amount may do so
only by first obtaining the specific approval of National City. Requests
for such approval should be directed to National City at (216) 575-2467.
It is totally within National City's discretion as to whether any such
approval will be granted. If a participant has deposited Shares with the
Plan Administrator (as defined in Question 5), all cash dividends on such
deposited Shares will be automatically reinvested in the same manner. The
amount of the discount is subject to change (see Question 11).
- May make optional cash payments with the Plan Administrator on a monthly
basis within specified limits (as described in Question 14) for
investment in additional Shares also at a 3% discount. The amount of the
discount is subject to change (see Question 11).
- May make an initial cash investment with the Plan Administrator within
specified limits (as described in Question 6) for the acquisition of
Shares also at a 3% discount only if National City is not making newly
issued Shares available for the account of participants. The amount of
the discount is subject to change (see Question 11).
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- Will obtain full investment use of funds because the Plan provides for
fractions of Shares to be credited to participants' accounts.
- Will avoid cumbersome safekeeping and record keeping costs through the
free custodial and reporting services furnished pursuant to the Plan.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE?
- Persons who are holders of Shares and the Shares are registered in their
name.
- Persons who are owners of Shares which are registered in a name other
than their own (e.g. in the name of a broker or bank nominee) may (i)
make appropriate arrangements with your broker, bank or other entity
acting in a representative capacity to participate on your behalf, (ii)
become a stockholder of record by having all or a portion of your Shares
transferred to your name, or (iii) if National City is not making newly
issued Shares available for the account of participants, make an initial
cash investment as described above.
- Persons who do not presently own Shares may become participants only if
National City is not making newly issued Shares available for the account
of participants by making an initial cash investment of at least $250 but
not more than $10,000 to purchase Shares under the Plan.
You or, if appropriate, your broker, bank or other entity acting in a
representative capacity, must supply the Plan Administrator with your valid
social security number or taxpayer identification number in order to be eligible
to participate (See Question 5).
You will not be eligible to participate in the Plan if you reside in a
jurisdiction in which it is unlawful for National City to permit your
participation.
4. MAY HOLDERS OF OTHER SECURITIES OF NATIONAL CITY PARTICIPATE IN THE PLAN?
National City may, from time to time, in its sole discretion, permit
holders of certain other securities issued by National City to participate in
the Plan on such terms and conditions as National City may establish for such
purposes. To the extent National City permits such participation by such other
holders, wherever in this Prospectus the provisions of the Plan refer to holders
of Common Stock of National City or Shares, such references shall be deemed to
include holders of such other securities as the context requires.
5. HOW DOES AN ELIGIBLE HOLDER PARTICIPATE?
An eligible holder of Shares or a broker, bank or other entity which is an
eligible holder acting on behalf of a beneficial owner of Shares may enroll in
the Plan by completing (including your social security number or taxpayer
identification number), signing and returning either an Authorization Card or a
Broker and Nominee Form ("B/N Form") to National City Bank, Cleveland, the Plan
Administrator (See Questions 7 and 13). An Authorization Card and a postage-paid
return envelope are enclosed with this Prospectus for this purpose. Additional
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cards, copies of this Prospectus and copies of the B/N Form may be obtained at
any time by contacting:
National City Bank
Corporate Trust Department
Dividend Reinvestment Plan
P.O. Box 92301
Cleveland, Ohio 44193-0900
or by telephoning the Plan Administrator toll free at 1-800-622-6757 between
8:00 A.M. and 5:00 P.M. Eastern time.
6. WHEN MAY AN ELIGIBLE HOLDER JOIN THE PLAN?
An eligible holder may join the Plan at any time.
An Authorization Card specifying reinvestment of dividends must be received
by the Plan Administrator at least two business days prior to the record date
established for a particular dividend in order for reinvestment to commence with
that dividend. As used herein, the term "business day" shall mean any day other
than a Saturday, Sunday or, in the City of Cleveland, a legal holiday or a day
on which the Plan Administrator is authorized or obligated by law to close.
Dividend record dates for Shares and the related payment dates are
generally on or about the following dates:
<TABLE>
<CAPTION>
RECORD DATE PAYMENT DATE
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<S> <C>
January 11.............................. February 1
April 11................................ May 1
July 11................................. August 1
October 11.............................. November 1
</TABLE>
Dividend payment dates are referred to herein as "Investment Dates" except
that if any such date falls on a date when the NYSE is closed, the first day
immediately following such date on which the NYSE is open shall be the
Investment Date. Please refer to Question 15 below for a discussion of the
Investment Dates for optional cash payments.
National City intends to continue its present policy of paying quarterly
cash dividends to holders of Shares. Future dividends will, however, be
determined by the Board of Directors in its sole discretion in light of the
earnings and financial condition of National City and its subsidiaries and other
factors, including applicable government regulations.
If the Authorization Card is received after the date which is two business
days prior to a record date, the reinvestment of dividends will not begin until
the dividend payment date following the next record date (See Questions 13-16
for information concerning the investment of optional cash payments).
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7. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card provides for the purchase of Shares through the
following investment options:
(a) FULL DIVIDEND REINVESTMENT directs the investment in accordance
with the Plan of all of your cash dividends on all of the Shares then or
subsequently registered in your name, and also permits you to make optional
cash payments for the purchase of additional Shares in accordance with the
Plan;
(b) PARTIAL DIVIDEND REINVESTMENT directs the investment in accordance
with the Plan of the cash dividends on only that number of Shares
registered in your name which are designated in the appropriate space on
the Authorization Card, and also permits you to make optional cash payments
for the purchase of additional Shares in accordance with the Plan;
(c) CASH PAYMENTS permits you to make cash payments only for the
initial investment or for the purchase of Shares in accordance with the
Plan without reinvesting dividends on any other Shares you may own (See
Questions 3 and 13).
You may select any one of the above investment options. In all cases the
cash dividends on all of the Shares held in your account under the Plan will be
reinvested in accordance with the Plan, including dividends on Shares purchased
with an initial cash investment or optional cash payments.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
As a participant, you may change your investment option at any time by
completing a new Authorization Card and returning it to the Plan Administrator
at National City Bank, Corporate Trust Department, Dividend Reinvestment Plan,
P.O. Box 92301, Cleveland, Ohio 44193-0900.
PURCHASES UNDER THE PLAN
9. HOW ARE SHARES ACQUIRED UNDER THE PLAN?
National City Bank, Cleveland, as Plan Administrator, will use dividends
and optional cash payments to acquire newly issued Shares if available for the
account of participants. If National City is not then making newly issued Shares
available for purchase under the Plan, then the agent for participants (the
"Agent") appointed by National City will purchase Shares in the open market. The
Agent for participants will be an "agent independent of the issuer" as that term
is defined in Rules 10b-6 and 10b-18 under the Exchange Act. Such purchases may
be made on any securities exchange where the Shares are traded, in the
over-the-counter market or in negotiated transactions.
The Plan Administrator or the Agent, as the case may be, will acquire
Shares as of the relevant Investment Date (as defined in Questions 6 and 15).
National City reserves the right, in its sole discretion, to cease making
newly issued Shares available for purchases under the Plan and to resume making
newly issued Shares available at any time so long as National City does not
change the method of the Plan's acquisition of Shares more often than once a
quarter.
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In the event that the number of Shares purchased for the account of any
participant in the Plan is not an even number of Shares, the participant's
account will be credited with the full number of Shares plus fractional Shares
computed to three decimal places.
NO INTEREST WILL BE PAID ON DIVIDENDS OR OPTIONAL CASH PAYMENTS PENDING
REINVESTMENT OR INVESTMENT.
10. AT WHAT PRICE WILL SHARES BE PURCHASED UNDER THE PLAN?
The price to the participant of Shares purchased with reinvested dividends
or optional cash payments from authorized but unissued or treasury shares will
be 97% of the Average Market Price. In the case of Shares purchased on the open
market under the Plan, the purchase price to the participant will be 97% of the
weighted average purchase price(s) of Shares purchased for the Plan in respect
of the related Investment Date. Notwithstanding the foregoing, purchases with
optional cash payments are subject to a minimum price threshold (See
Question 14).
11. WILL THE PRICE AT WHICH SHARES ARE PURCHASED UNDER THE PLAN CHANGE?
The Chairman of the Board of National City may from time to time and at his
sole discretion change the percentage of the Average Market Price or the
percentage of the weighted average purchase price(s), whichever is applicable,
that is used to determine the price to the participant of Shares purchased with
reinvested dividends, initial cash investments or optional cash payments.
Each form of purchase, (i) reinvested dividends, (ii) optional cash
purchases or (iii) initial cash investments may have their own separate
percentage used for determining the price to the participant for the Shares so
purchased. The Plan Administrator will notify all plan participants by mail of
any changes in the percentages at least 15 days prior to the Investment Date on
which the new percentages will be applicable.
12. WHAT IS THE AVERAGE MARKET PRICE?
The Average Market Price is the average of the daily high and low sales
prices, computed to three decimal places, of the Shares on the NYSE for the ten
Trading Days (as defined below) immediately preceding the relevant Investment
Date (as defined in Questions 6 and 15). A "Trading Day" means a day on which
the NYSE is open and for which trades in the Shares are reported, and the period
encompassing ten Trading Days immediately preceding a relevant Investment Date
is the relevant "Pricing Period." The calculation of Average Market Price for
purchases of Shares with optional cash payments will be subject to the Threshold
Price limit described in Question 14.
OPTIONAL CASH PAYMENTS
13. HOW DOES A PERSON MAKE OPTIONAL CASH PAYMENTS?
Persons enrolling in the Plan may make an initial cash investment by
sending a check or money order with a properly completed and executed
Authorization Card to the Plan Administrator in the enclosed postage-paid return
envelope. Shares purchased with an initial cash investment or an optional cash
payment will be held by the Plan Administrator and credited to
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your account under the Plan. Thereafter, dividends on such Shares will
automatically be fully reinvested in additional Shares unless such Shares are
withdrawn from the Plan.
Optional cash payments may be made by sending a check or money order to the
Plan Administrator accompanied by the tear-off portion of your account
statement.
A broker, bank or nominee acting in a representative capacity may utilize
the Authorization Card for optional cash payments, unless it holds the Shares in
the name of a major securities depository. In the event a broker, bank or
nominee holds Shares in the name of a major securities depository, optional cash
payments must be made on the B/N Form. A B/N Form must be delivered to the Plan
Administrator each time that such broker, bank or other nominee transmits
optional cash payments on behalf of a beneficial owner.
All checks and money orders must be made payable to National City Bank. For
initial cash investments and optional cash payments to be invested as of a given
Investment Date, the Plan Administrator must have collected good funds on or
before the business day immediately preceding the first day of the Pricing
Period for such Investment Date. Funds received or collected on or after the
first day of a Pricing Period will be invested as of the Investment Date
following the next Pricing Period. Checks and money orders are accepted for
deposit subject to collection as good funds and verification of compliance with
the terms of the Plan. Wire transfers and other forms of payment may be made,
but only if approved in writing in advance by the Plan Administrator.
14. WHAT ARE THE LIMITATIONS ON THE AMOUNT OF OPTIONAL CASH PAYMENTS?
Minimum/Maximum Limits. For any Investment Date, each participant's
optional cash payment is subject to a minimum per month purchase of $50.00. For
participants owning less than 2,500 Shares in any one account, the maximum per
month purchase is $500.00. For participants owning more than 2,500 Shares in any
one account, the maximum per month purchase limit can not be more than the
lesser of (a) $0.20 for each Share owned by the participant as of the record
date to which the Investment Date relates or (b) $25,000.00.
Participants wishing to submit an optional cash payment in excess of the
allowable monthly maximum amount may do so by first obtaining the specific
approval of National City. Requests for such approval should be directed to
National City at (216) 575-2467. It is totally within National City's
discretion as to whether any such approval for any payments in excess of the
allowable monthly maximum amount will be granted.
Threshold Price Limit. Notwithstanding anything contained herein to the
contrary, National City may establish for each Pricing Period a minimum price
for the investment of optional cash payments (the "Threshold Price"). If
applicable, the Threshold Price will be established by National City at least
five business days prior to the Pricing Period. The Threshold Price will be
established in National City's sole discretion after a review of current market
conditions and other relevant factors. A participant may obtain the Threshold
Price by telephoning National City at (216) 575-3972 only. The Threshold Price
will be a stated dollar amount that the average of the high and low sale prices
on the NYSE for a Trading Day of the Pricing Period must equal or exceed. In the
event that the Threshold Price is not satisfied for a Trading Day of the Pricing
Period, then that Trading Day and the trading prices for that day will be
excluded from the Pricing Period. Thus, for example, if the Threshold Price is
not satisfied for
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three of the ten Trading Days, then the Average Market Price will be based upon
the remaining seven Trading Days when the Threshold Price was satisfied.
Each Trading Day for which the Threshold Price is not satisfied will cause
the automatic return of a portion of the optional cash payments as soon as
practicable after the Investment Date. The returned amount will equal one-tenth
of the total amount of the optional cash payment made for each Trading Day that
the Threshold Price is not satisfied. Thus, for example, if the Threshold Price
is not satisfied for three Trading Days, 3/10 (i.e., 30%) of a participant's
optional cash payments will be returned without interest to the participant.
The Threshold Price concept and return procedure discussed above apply only
to optional cash payments and not to the reinvestment of dividends.
15. WHAT IS THE INVESTMENT DATE FOR OPTIONAL CASH PAYMENTS?
Optional cash payments will be invested each month. The Investment Date is
the first day of each month. If that date falls on a date when the NYSE is
closed, the first day immediately following such date on which the NYSE is open
will be the Investment Date. See Question 13 for the deadline for receiving
optional cash payments.
16. UNDER WHAT CIRCUMSTANCES WILL INITIAL CASH INVESTMENTS OR OPTIONAL CASH
PAYMENTS BE RETURNED?
Participants may obtain refunds of initial cash investments or optional
cash payments provided a written request for refund is received by the Plan
Administrator at least two business days immediately preceding the first day of
the Pricing Period for the next Investment Date. IN ADDITION, INITIAL CASH
INVESTMENTS WILL BE RETURNED IF NATIONAL CITY HAS ELECTED TO MAKE NEWLY ISSUED
SHARES AVAILABLE FOR THE ACCOUNTS OF PARTICIPANTS PRIOR TO THE PURCHASE OF
SHARES WITH THE INITIAL CASH INVESTMENT.
COSTS
17. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER
THE PLAN?
Currently participants incur no service charges or brokerage commissions
for purchases made under the Plan. All costs of administration of the Plan are
paid by National City. National City reserves the right to institute reasonable
service charges and fees to cover its costs of operation and administration of
the Plan at any time upon prior notice to participants. You will, however, incur
expenses upon termination of your participation in the Plan if you request that
the Shares held in your account be sold (see Question 27).
As described in Question 28, additional dividend income may be recognized
by a Participant as a result of the reinvestment of dividends, an initial cash
investment or an optional cash payment. Also, as described in Question 28, the
payment of brokerage commissions by National City in connection with the
purchase of Shares in the open market will be treated as part of the purchase
price of the Shares, which may result in additional dividend income to the
participants for federal income tax purposes.
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ADMINISTRATION
18. WHAT ARE THE FUNCTIONS OF THE PLAN ADMINISTRATOR AND THE AGENT?
National City Bank administers the Plan by acquiring newly issued Shares,
if available, keeping records, sending account statements to participants and
performing other duties relating to the Plan. National City Bank also acts as
the transfer agent and registrar for National City's Shares.
If National City is not then making newly issued Shares available for the
account of participants, the Agent will purchase Shares in the open market and
deliver them to the Plan Administrator, which will hold the Shares of all
participants together in its name or in the name of its nominee.
19. WHAT ARE THE LIABILITIES OF THE PLAN ADMINISTRATOR AND THE AGENT UNDER THE
PLAN?
The Plan Administrator and the Agent shall not be liable under the Plan for
any act done in good faith, or for any good faith omission to act including,
without limitation, any claim of liability (1) arising out of any such act or
omission to act which occurs prior to the termination of participation, and (2)
with respect to the prices at which Shares are purchased or Shares or other
securities are sold for the participant's account and the times such purchases
or sales are made. Participants should recognize that National City, the Plan
Administrator and/or the Agent can not assure participants of profits, or
protect participants against losses on Shares purchased or held under the Plan.
Participants should also understand that government regulation may require the
temporary curtailment or suspension of purchases under the Plan. National City,
the Plan Administrator and/or the Agent shall not have any liability in
connection with any inability to purchase shares.
Stockholders are cautioned that this Prospectus does not represent a change
in National City's dividend policy or a guarantee of future dividends. Dividends
will continue to be determined by the Board of Directors in its sole discretion
in light of the earnings and financial condition of National City and its
subsidiaries and other factors, including applicable government regulations.
PARTICIPANTS' ACCOUNTS AND REPORTS
20. WHAT KIND OF ACCOUNTS ARE MAINTAINED FOR PARTICIPANTS AND WHAT REPORTS ON
THESE ACCOUNTS DO THEY RECEIVE?
The Plan Administrator maintains a separate account for each participant.
All Shares purchased for a participant under the Plan will be credited to the
participant's account. The Plan Administrator will mail to each participant a
statement confirming purchases of Shares as soon as practicable after such
purchases are made. In addition, each participant will receive copies of
National City's annual and quarterly reports to stockholders, proxy statements
and dividend income information for tax purposes.
11
<PAGE> 13
DIVIDENDS
21. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNTS UNDER THE PLAN?
Yes. As the record holder of the Shares held in each participant's account
under the Plan, the Plan Administrator will receive dividends for all such
Shares held on the dividend record date, will credit such dividends to
participants' accounts on the basis of full and fractional Shares held in these
accounts and will automatically reinvest such dividends in additional Shares.
CERTIFICATES FOR SHARES
22. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED UNDER THE PLAN?
Certificates for Shares purchased under the Plan will not be issued to you
until your account is terminated or unless you request in writing certificates
either for a particular purchase or for a specified number of Shares credited to
your account under the Plan. No certificate for a fractional Share will be
issued.
23. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Accounts under the Plan are maintained in the names in which Share
certificates of the participants were registered at the time the participants
entered the Plan. Certificates for whole Shares issued at the request of a
participant will be similarly registered.
If any participant pledges or assigns Shares held in the Plan (or attempts
to do so), that participant's account will be terminated upon notice to the Plan
Administrator of such pledge or assignment (or attempt thereof). Upon such
termination, fractional Shares will be sold, whole Shares in the account will be
registered in the participant's name and such whole Shares and proceeds of
fractional Shares will be delivered to the party to whom such Shares have been
pledged or assigned or to such other person as appears entitled thereto by law.
24. MAY A PARTICIPANT ADD SHARES TO HIS OR HER ACCOUNT BY TRANSFERRING STOCK
CERTIFICATES THAT THE PARTICIPANT POSSESSES?
Yes. You may increase the number of Shares held in your account by
depositing certificates representing Shares with the Plan Administrator. Such
certificates must be presented in transferable form and must be accompanied by a
written request that the Shares be added to your account.
TERMINATION OF PARTICIPATION IN THE PLAN
25. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
You may terminate your participation in the Plan at any time by notifying
the Plan Administrator in writing at least two business days before the next
dividend record date. Participation in the Plan will also be terminated if the
Plan Administrator receives written notice at least two business days before the
next dividend record date of the death or adjudicated incompetency of a
participant. In the event written notice of termination, death or adjudicated
incompetency is received by the Plan Administrator later than the second
business
12
<PAGE> 14
day before the next dividend record date, Shares will be purchased for the
participant with the related cash dividend, and participation in the Plan will
not terminate until after such dividend has been reinvested. Upon termination by
reason of notice of death or adjudicated incompetency, the participant's Shares
and any cash dividends paid thereon will be retained by the Plan Administrator
until such time as such participant's legal representative has been appointed
and has furnished proof satisfactory to the Plan Administrator of the legal
representative's right to receive payment.
26. WHAT WILL PARTICIPANTS RECEIVE WHEN THEY TERMINATE PARTICIPATION IN THE
PLAN?
Upon termination of your participation in the Plan, unless you request that
all of the Shares held in your account be sold (as described in Question 27),
the Plan Administrator will send you a certificate for the number of whole
Shares in your account and a check in an amount equal to the value of any
fractional Share based upon the average of the high and low sales prices of
Shares as reported by the NYSE for the date set forth in the statement sent to
you by the Plan Administrator.
27. MAY A PARTICIPANT REQUEST THAT SHARES HELD IN HIS OR HER ACCOUNT BE SOLD
UPON TERMINATION OF PARTICIPATION?
Yes. Upon termination of your participation in the Plan, if you do not wish
to receive a certificate for the number of whole Shares in your account, you may
request that all of your Shares be sold. If you make such a request, the sale
will be made for you by the Plan Administrator at the prevailing market price as
soon as practicable after your request is received. You will receive the
proceeds of the sale, less related brokerage fees or commissions and less any
applicable transfer taxes.
FEDERAL INCOME TAX CONSEQUENCES
28. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
The following summary is based upon an interpretation of current Federal
tax law. Each participant should consult his or her own tax advisor to determine
particular tax consequences, including state tax consequences, which will vary
from state to state, which may result from participation in the Plan and a
subsequent disposal of Shares acquired pursuant to the Plan.
A participant in the Plan will be treated for Federal income tax purposes
as having received, on the dividend payment date, a dividend in an amount equal
to the fair market value on that date of the Shares acquired with reinvested
dividends. Such Shares will have a tax basis equal to the same amount as such
dividend. For Federal income tax purposes, the fair market value of Shares
acquired with reinvested dividends under the Plan will be equal to 100% of the
average of the high and low sales prices of Shares on the dividend payment date.
It should be noted that the fair market value on the dividend payment date is
likely to differ from the Average Market Price used to determine the number of
Shares acquired. (As described in Question 12, the Average Market Price is based
on the average of the high and low sales prices on each of the last ten Trading
Days immediately preceding the relevant Investment Date.)
Upon the purchase of Shares with an initial cash investment or an optional
cash payment, a participant will be treated as having received a dividend in an
amount equal to the excess, if
13
<PAGE> 15
any, of the fair market value of the Shares on the date on which they are
acquired over the amount of the optional cash payment. The fair market value of
Shares acquired with an optional cash payment will be equal to 100% of the
average of the high and low sales prices of Shares on the relevant Investment
Date. The tax basis of the Shares purchased with an optional cash payment will
be equal to the amount of the deposit plus the excess, if any, of the fair
market value of the Shares purchased over the amount of the deposit. As noted
above, the fair market value on an Investment Date is likely to differ from the
Average Market Price used to determine the number of Shares acquired.
A participant's holding period for Shares acquired pursuant to the Plan
will begin on the date following the date of the acquisition for the
participant's account.
A participant will not recognize any taxable income upon receipt of
certificates for whole Shares credited to the participant's account, either upon
the participant's request for certain of those Shares or upon termination of
participation in the Plan.
A participant will recognize gain or loss upon the sale or exchange of
Shares acquired under the Plan. A participant will also recognize gain or loss
upon receipt, following termination of participation in the Plan, of a cash
payment for any fractional Share equivalent credited to the participant's
account. The amount of any such gain or loss will be the difference between the
amount that the participant received for the Shares or fractional Share
equivalent, and the tax basis therefor.
14
<PAGE> 16
ILLUSTRATION
The following examples may be helpful to illustrate the Federal income tax
consequences of both the reinvestment of dividends and purchases with optional
cash payments. The examples assume the fair market value on the Investment Date
of the Shares to be greater than the price per share calculated during the
Pricing Period.
<TABLE>
<S> <C>
EXAMPLE 1 -- DIVIDEND REINVESTMENT
Cash dividends reinvested............................................ $ 100.00
Assumed price per share during the Pricing Period.................... $ 54.00*
Less 3% discount per share........................................... $ (1.62)
--------
Net purchase price per share......................................... $ 52.38
Number of shares purchased ($100.00/$52.38).......................... 1.909
Assumed fair market value per share on the date of purchase.......... $ 55.00*
--------
Total taxable dividend resulting from transaction ($55.00 x 1.909)... $ 105.00
========
EXAMPLE 2 -- OPTIONAL CASH PAYMENT
Optional cash payment................................................ $ 100.00
Assumed price per share during the Pricing Period.................... $ 54.00*
Less 3% discount per share........................................... $ (1.62)
--------
Net purchase price per share......................................... $ 52.38
Number of shares purchased ($100.00/$52.38).......................... 1.909
Assumed fair market value per share on the date of purchase.......... $ 55.00*
Fair market value of shares received ($55.00 x 1.909)................ $ 105.00
Less optional cash payment........................................... $(100.00)
--------
Total taxable dividend resulting from transaction.................... $ 5.00
========
</TABLE>
- - ---------------
* These amounts are assumed for illustrative purposes only, and will vary with
the market price of the Shares.
The foregoing discussion is based on the assumption that newly issued
Shares will be purchased directly from National City. If the Shares are Shares
purchased by the Agent in the open market, the consequences would generally be
the same. However, the payment of brokerage commissions by National City in
connection with the purchase of Shares in the open market will be treated as
part of the purchase price of the Shares, which may result in additional
dividend income to the participants.
OTHER INFORMATION
29. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN THE PARTICIPANT'S NAME?
If you dispose of all Shares registered in your name on the books of
National City (other than by deposit of such Shares with the Plan
Administrator), the Plan Administrator may, at its option, terminate your
account or determine from you whether you wish to continue your participation in
the Plan.
15
<PAGE> 17
30. WHAT HAPPENS IF NATIONAL CITY PAYS A DIVIDEND IN STOCK OR SPLITS ITS
SHARES?
Any dividends in the form of Shares and any Shares resulting from a split
of National City's Shares distributed by National City on Shares accumulated in
the participant's account will be credited to the participant's account and
reflected in the statement described in Question 20.
31. WHAT HAPPENS IF NATIONAL CITY MAKES THE RIGHT TO PURCHASE ADDITIONAL
SHARES OR OTHER SECURITIES AVAILABLE TO ITS STOCKHOLDERS?
In the event National City makes available to its stockholders (1) rights
to purchase additional Shares or other securities of National City or (2) any
securities of any other issuer, the Plan Administrator will afford to each
participant the opportunity to elect to receive such rights or other securities
accruing to the Shares held in the participant's account. For each participant
so electing to receive such rights or other securities, the Plan Administrator
will authorize National City to distribute full units of such securities
directly to such participants. Any fractional units of such securities will be
aggregated and, if marketable, sold by the Agent. The price at which the Agent
shall be deemed to have sold such securities for a participant's account shall
be the average price, less brokerage commissions and any other costs of sale, of
all such securities sold for all participants in the Plan. Funds received from
the sale of such fractional units will be invested on behalf of participants in
Shares in the same manner as optional cash payments are invested under the Plan.
32. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF HOLDERS OF SHARES?
Participants will receive a proxy card covering the total number of whole
Shares registered in the participant's name and whole and fractional Shares
credited to the participant's Plan account. The Plan Administrator will vote any
whole and fractional Shares that it holds for a participant in accordance with
the proxy returned by the participant to National City. If a proxy card is
returned properly signed, but without indicating instructions as to the manner
Shares are to be voted with respect to any item thereon, the Shares covered will
be voted in accordance with the recommendations of National City's management.
If the proxy card is not returned or if it is returned unexecuted or improperly
executed, the Shares covered will not be voted unless the participant or the
participant's duly appointed representative votes in person at the meeting.
33. CAN THE PLAN ADMINISTRATOR TERMINATE A PARTICIPANT'S INTEREST IN THE PLAN?
The Plan Administrator may at any time in its discretion terminate a
participant's interest in the Plan by sending written notice to the participant
at his last known address as shown on the Plan Administrator's records. In such
event, the Plan Administrator will follow the procedures for termination set
forth in Question 26.
34. WHAT HAPPENS IF THE AGENT CANNOT MAKE MARKET PURCHASES?
If National City decides not to make newly issued Shares available for
purchase pursuant to the Plan, and in the event that applicable law or the
closing of securities markets requires the temporary curtailment or suspension
of market purchases of Shares under the Plan, the Agent is not accountable for
its inability to make purchases at such times. If Shares are not available for
purchase for a period longer than 30 days, the Plan Administrator will promptly
mail to the
16
<PAGE> 18
participant a check payable to the order of the participant in the amount of any
unapplied funds in the participant's account.
35. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE SENT?
Any notice, instruction, request or election which is required or permitted
to be given or made by the participant to the Plan Administrator shall be in
writing, signed by the participant and addressed to:
National City Bank
Corporate Trust Department
Dividend Reinvestment Plan
P.O. Box 92301
Cleveland, Ohio 44193-0900
or such other address as the Plan Administrator shall furnish to the
participant, and such notice, instruction, request or election shall be deemed
to have been sufficiently given or made when received by the Plan Administrator.
36. WHAT IS SUFFICIENT NOTICE TO A PARTICIPANT?
Any notice or certificate required to be given by the Plan Administrator to
a participant pursuant to the Plan shall be in writing and shall be deemed to
have been sufficiently given for all purposes once deposited, postage prepaid,
in a post office letter box addressed to the participant at the participant's
address as it shall last appear on the Plan Administrator's records.
37. CAN SUCCESSOR PLAN ADMINISTRATORS OR AGENTS BE NAMED?
National City may from time to time designate successor Plan Administrators
or Agents under the Plan.
38. WHAT LAW GOVERNS THE PLAN?
The terms and conditions of the Plan and the operation thereof shall be
governed by and construed in accordance with the laws of the State of Ohio and
the rules and regulations of the Commission, as they may be amended from time to
time. Any question of interpretation arising under the Plan will be determined
by National City.
39. MAY THE PLAN BE CHANGED OR DISCONTINUED?
National City reserves the right to modify, suspend or terminate the Plan
at any time. All participants will receive notice of any such action. Any such
modification, suspension or termination will not affect previously executed
transactions. National City also reserves the right to adopt, and from time to
time change, such administrative rules and regulations (not inconsistent in
substance with the basic provisions of the Plan as then in effect) as it deems
desirable or appropriate for the administration of the Plan.
17
<PAGE> 19
PRICE RANGE OF COMMON STOCK AND CASH DIVIDENDS PAID
Shares are listed on the NYSE (Symbol: NCC). The following table sets forth
for the periods indicated the high and low sales prices of the Shares as
reported by the NYSE together with dividends paid in respect of each period.
<TABLE>
<CAPTION>
PRICE RANGE
----------------- DIVIDENDS
HIGH LOW PAID
------ ------ ---------
<S> <C> <C> <C>
1996
First Quarter.................................. $35.38 $30.63 $ .36
Second Quarter................................. 37.75 33.25 .36
Third Quarter.................................. 42.75 33.75 .375
Fourth Quarter................................. 47.25 41.50 .375
-------
Total.......................................... $ 1.47
=======
1995
First Quarter.................................. $27.88 $25.25 $ .32
Second Quarter................................. 30.63 26.50 .32
Third Quarter.................................. 31.63 29.00 .33
Fourth Quarter................................. 33.75 29.88 .33
-------
Total.......................................... $ 1.30
=======
1994
First Quarter.................................. $28.38 $24.00 $ .29
Second Quarter................................. 29.00 25.63 .29
Third Quarter.................................. 28.38 26.00 .30
Fourth Quarter................................. 28.13 23.75 .30
-------
Total.......................................... $ 1.18
=======
1993
First Quarter.................................. $27.44* $24.31* $ .26*
Second Quarter................................. 28.06* 23.38* .26*
Third Quarter.................................. 27.25* 24.00* .27
Fourth Quarter................................. 27.00 23.13 .27
-------
Total.......................................... $ 1.06
=======
</TABLE>
* Adjusted to reflect the 2 for 1 stock split paid in the form of a 100% stock
dividend to Stockholders of record on July 12, 1993.
National City intends to continue its present policy of paying quarterly
cash dividends to holders of Shares. Future dividends will, however, be
determined by the Board of Directors in its sole discretion in light of the
earnings and financial condition of National City and its subsidiaries and other
factors, including applicable government regulations.
18
<PAGE> 20
USE OF PROCEEDS
The net proceeds to be received by National City from the sale of the
Shares offered hereby will be added to the general funds of National City and
will be available for general corporate purposes, including investments in or
advances to existing or future subsidiaries.
LEGAL OPINIONS
The validity of the Shares will be passed upon by David L. Zoeller, Esq.,
Senior Vice President, General Counsel and Secretary of National City.
19
<PAGE> 21
- - ------------------------------------------------------
- - ------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 2
National City........................... 3
Description of the Plan................. 4
Purpose............................... 4
Benefits.............................. 4
Participation......................... 5
Purchases Under the Plan.............. 7
Optional Cash Payments................ 8
Costs................................. 10
Administration........................ 11
Participants' Accounts and Reports.... 11
Dividends............................. 12
Certificates For Shares............... 12
Termination of Participation in the
Plan............................... 12
Federal Income Tax Consequences....... 13
Other Information..................... 15
Price Range of Common Stock and Cash
Dividends Paid........................ 18
Use of Proceeds......................... 19
Legal Opinions.......................... 19
</TABLE>
- - ------------------------------------------------------
- - ------------------------------------------------------
- - ------------------------------------------------------
- - ------------------------------------------------------
(National City Corporation Logo)
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
------------------------------
PROSPECTUS
------------------------------
FEBRUARY 4, 1997
- - ------------------------------------------------------
- - ------------------------------------------------------
<PAGE> 22
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:
SEC Registration Fee................................$ -0-
Legal Fees and Expenses............................. -0-
Listing Fee......................................... -0-
Accounting Fees and Expenses........................ 6,000
Blue Sky Fees and Expenses.......................... -0-
Printing Fees....................................... 15,000
Miscellaneous....................................... -0-
-------
Total.......................................$21,000
=======
II-1
<PAGE> 23
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 National City - 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 National City, 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 National City. To the
extent that a person otherwise
II-2
<PAGE> 24
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 National City's Bylaws provides that National City must
indemnify, to the fullest extent authorized by the DGCL, each person who was or
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 National City or of any National City subsidiary (or was serving at the
request of National City 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 National
City or any other source.
Article VI also provides that National City may pay expenses incurred
in defending the proceedings specified above in advance of the final
disposition. National City may advance expenses to any director, officer or
employee only upon delivery to National City of an undertaking by the
indemnified party stating that he has reasonably incurred or will reasonably
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 National City 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
National City 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 stature, provision of National City's
Certificate or Bylaws, or otherwise. Additionally, no amendment to National
City's Certificate can increase the liability of any director or officer for
any act or omission by him prior to such amendment.
II-3
<PAGE> 25
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which officers 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.
(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.
II-4
<PAGE> 26
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
4TH DAY OF FEBRUARY, 1997.
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, THE
REGISTRATION STATEMENT HAS BEEN SIGNED AS OF THE 4TH DAY OF FEBRUARY, 1997 BY
THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
/s/ DAVID A. DABERKO Chairman of the Board and Chief
- - ------------------------------------ Executive Officer
David A. Daberko (Principal Executive Officer)
/s/ ROBERT G. SIEFERS Executive Vice President
- - ------------------------------------ (Principal Financial Officer)
Robert G. Siefers
/s/ THOMAS A. RICHLOVSKY Senior Vice President and Treasurer
- - ------------------------------------ (Principal Accounting Officer)
Thomas A. Richlovsky
A Majority of the Board of Directors
/s/ SANDRA HARDEN AUSTIN*
____________________________________
Sandra Harden Austin
/s/ CHARLES H. BOWMAN*
- - ------------------------------------
Charles H. Bowman
/s/ EDWARD B. BRANDON*
- - ------------------------------------
Edward B. Brandon
/s/ JOHN G. BREEN*
- - ------------------------------------
John G. Breen
/s/ JAMES S. BROADHURST*
- - ------------------------------------
James S. Broadhurst
/s/ DUANE E. COLLINS*
- - ------------------------------------
Duane E. Collins
II-5
<PAGE> 27
/s/ DAVID A. DABERKO*
- - --------------------------------
David A. Daberko
/s/ DANIEL E. EVANS*
- - -------------------------------
Daniel E. Evans
/s/ OTTO N. FRENZEL III*
- - -------------------------------
Otto N. Frenzel III
/s/ BERNADINE P. HEALY, M.D.*
- - -------------------------------
Bernadine P. Healy, M.D.
/s/ JOSEPH H. LEMIEUX*
- - -------------------------------
Joseph H. Lemieux
/s/ W. BRUCE LANSFORD*
- - -------------------------------
W. Bruce Lansford
/s/ A. STEVENS MILES*
- - -------------------------------
A. Stevens Miles
/s/ ROBERT A. PAUL*
- - -------------------------------
Robert A. Paul
/s/ WILLIAM R. ROBERTSON*
- - -------------------------------
William R. Robertson
/s/ WILLIAM F. ROEMER*
- - -------------------------------
William F. Roemer
/s/ MICHAEL A. SCHULER*
- - -------------------------------
Michael A. Schuler
/s/ STEPHEN A. STITLE*
- - -------------------------------
Stephen A. Stitle
/s/ MORRY WEISS*
- - -------------------------------
Morry Weiss
- - ----------------
* David L. Zoeller, Senior Vice President, General Counsel and Secretary of the
registrant, as attorney-in-fact, signs this document on behalf of the
above-named officers and directors pursuant to powers of attorney duly
executed by such directors and filed with the Securities and Exchange
Commission contemporaneously herewith.
DAVID L. ZOELLER
-----------------------------------
David L. Zoeller
Attorney-in-Fact
II-6
<PAGE> 28
ITEM 16. EXHIBITS
The following Exhibits are filed as part of this Post-Effective Amendment No. 2
to Form S-3 Registration Statement:
5.1 Opinion of David L. Zoeller, Esq., Senior
Vice President, General Counsel and
Secretary of the registrant
23.1 Consent of Ernst & Young LLP
23.2 Consent of David L. Zoeller, Esq. (Included in Exhibit 5.1)
24.1 Powers of Attorney of certain directors
and officers
II-7
<PAGE> 1
EXHIBIT 5.1
-----------
February 4, 1997
National City Corporation
National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3484
Re: Pose-Effective Amendment No. 2 to Registration
Statement on Form S-3 with respect to the
Registration of 6,000,000 Shares of Common Stock
Pursuant to National City Corporation's Amended and
Restated Dividend Reinvestment and Stock Purchase Plan
------------------------------------------------------
Gentlemen:
I am Senior Vice President, General Counsel and Secretary of National City
Corporation, a Delaware corporation (the "Company"). This opinion is furnished
to you pursuant to Item 16 of Form S-3 and Item 601 of Regulation S-K in
connection with the Company's Post-Effective Amendment No. 2 to the
registration on Registration Statement Form S-3 (the "Registration Statement")
of 6,000,000 shares (the "Shares") of Common Stock, par value $4.00 per share,
to be issued and sold pursuant to the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan").
I have examined such documents, records and matters of law as I have deemed
necessary for purposes of this opinion and based thereon, I am of the opinion
that the Shares of the Company to be issued and sold pursuant to the Plan, as
amended, are duly authorized and will be, when issued and sold in accordance
with the Plan, validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to me under the caption "Legal
Opinions" in the Prospectus comprising a part of such Registration Statement.
Very truly yours,
/s/ David L. Zoeller
DLZ/dms
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Post-Effective Amendment
No. 2 to Registration Statement No. 33-44209 on Form S-3 pertaining to the
Amended and Restated Dividend Reinvestment and Stock Purchase Plan of our
report dated January 22, 1997, with respect to the consolidated financial
statements of National City Corporation included in its Annual Report on Form
10-K for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Cleveland, Ohio
January 29, 1997
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
The undersigned Directors and Officers of National City Corporation, a Delaware
corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with
full power of substitution and resubstitution, as attorneys or attorney to sign
for us and in our names, in the capacities indicated below, and file under the
Securities Act of 1933, as amended, one or more post-effective amendments to
the Registration Statement on Form S-3 relating to the registration of share
of common stock, par value $4.00 per share, to be issued pursuant to the
Corporation's Dividend Reinstatement and Stock Purchase Plan as authorized by
resolutions of the Board of Directors of the Corporation on December 16, 1996
and any and all amendments and exhibits thereto, or other documents to be filed
with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.
EXECUTED this 16th day of December, 1996.
/s/ Sandra H. Austin Director
- - ------------------------
Sandra H. Austin
/s/ Charles H. Bowman Director
- - ------------------------
Charles H. Bowman
/s/ Edward B. Brandon Director
- - ------------------------
Edward B. Brandon
/s/ John G. Breen Director
- - ------------------------
John G. Breen
/s/ James S. Broadhurst Director
- - ------------------------
James S. Broadhurst
<PAGE> 2
/s/ Duane E. Collins
- - ------------------------------- Director
Duane E. Collins
/s/ David A. Daberko Chairman of the Board and Chief
- - ------------------------------- Executive Officer (Principal
David A. Daberko Executive Officer)
/s/ Daniel E. Evans Director
- - -------------------------------
Daniel E. Evans
/s/ Otto N. Frenzel III Director
- - -------------------------------
Otto N. Frenzel III
/s/ Bernadine P. Healy, M.D. Director
- - -------------------------------
Bernadine P. Healy
/s/ Joseph H. Lemieux Director
- - -------------------------------
Joseph H. Lemieux
/s/ W. Bruce Lunsford Director
- - -------------------------------
W. Bruce Lunsford
/s/ A. Stevens Miles Director
- - -------------------------------
A. Stevens Miles
/s/ Robert A. Paul Director
- - -------------------------------
Robert A. Paul
2
<PAGE> 3
/s/ William R. Robertson
- - -------------------------------- Director and President
William R. Robertson
/s/ William F. Roemer Director
- - --------------------------------
William F. Roemer
/s/ Michael A. Schuler Director
- - --------------------------------
Michael A. Schuler
/s/ Stephen A. Stitle Director
- - --------------------------------
Stephen A. Stitle
/s/ Morry Weiss Director
- - --------------------------------
Morry Weiss
3
