<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1998
REGISTRATION NO.________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
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)
1900 East Ninth Street
Cleveland, Ohio
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
34-1111088
(I.R.S. EMPLOYER IDENTIFICATION NO.)
44114
(ZIP CODE)
National City Corporation 1997 Stock Option Plan
(Full Title of the Plan)
DAVID L. ZOELLER, Esq.
Senior Vice President,
General Counsel and Secretary
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 575-2978
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share Price Fee
- -------------------------------------------------------------------------------
Common Stock, par value
of $4.00 per share (1) 15,000,000(2) $70.72(3) $1,060,800,000(3) $312,936.00
Option Rights granted
or to be granted under
the National City
Corporation 1997 Stock
Option Plan (1)(4) N/A N/A N/A N/A
Appreciation Rights to
be granted under the
National City
Corporation 1997 Stock
Option Plan (1)(5) N/A N/A N/A N/A
===============================================================================
(1) This Registration Statement is deemed to cover 15,000,000 shares of
National City Corporation Common Stock, par value $4.00 per share
("Common Stock") offered or to be offered by the Registrant under the
National City Corporation 1997 Stock Option Plan (the "Plan"), all
Option Rights offered or to be offered under the Plan, and all
Appreciation Rights offered or to be offered under the Plan.
(2) Plus such indeterminate number of additional shares as may be sold or
delivered as a result of adjustments required by antidilution
provisions contained in the Plan. Moreover, the number of shares which
may be sold under the Plan shall increase by the number of shares of
Common Stock surrendered by any optionee or relinquished to the
Registrant in connection with the exercise of, or in payment of
federal, state and local income tax withholding liabilities upon the
exercise of, any right to purchase a share of Common Stock pursuant to
the Plan, pursuant to any other stock option plan of the Registrant or
any of its subsidiaries now or hereafter in effect, or pursuant to any
stock option plan of any corporation which is merged into the
Registrant if the Registrant has by action of its Board of Directors
assumed the obligations of such corporation under such stock option
plan. Pursuant to Rule 416, this Form S-8 Registration Statement shall
be deemed to cover any additional securities issued pursuant to the
Plan in order to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(3) These shares have been or are to be offered pursuant to options granted
under the Plan, which options pertain to Common Stock and the option
price of which shall be not less than the market value of the Common
Stock as of the date of grant. In addition, these shares may be offered
in payment of all or a part of the amount payable by the Registrant
upon the exercise of any Appreciation Rights granted under the Plan, in
which case the price of each share so offered will be market value of a
share of Common Stock as of the date upon which such Appreciation
Rights are exercised. The registration fee has been calculated in
accordance with Rule 457(h) based upon the average of the high and low
prices of the Common Stock reported on the New York Stock Exchange on
July 2, 1998, which average was $70.72.
(4) The Registrant will receive no additional consideration upon the
exercise of an Option Right other than payment for any shares of Common
Stock hereby registered that are issuable by the Registrant upon the
exercise of that Option Right and cancellation of any related
Appreciation Rights, all as provided in the Plan.
(5) The Registrant will receive no additional consideration upon the
exercise of an Appreciation Right other than cancellation of any
related Option Rights as provided in the Plan.
---------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
<PAGE> 2
NATIONAL CITY CORPORATION
Cross Reference Sheet Showing the Location in the
Prospectus of the Information Required by Part 1 of Form S-8
Item of Form S-8 Location of Caption in Prospectus
---------------- ---------------------------------
1. Outside Front Cover Page
Of Prospectus ........................ Outside Front Cover Page of
Prospectus
2. Inside Front and Outside
Back Cover Pages of Prospectus ....... Available Information; The Company;
Table of Contents
3. General Plan Information ............. General Plan Information
4. Securities to be Offered ............. Securities to be Offered
5. Employees Who May Participate
in the Plan .......................... Employees Who may Participate in
the Plan
6. Purchase of Securities Pursuant
to the Plan and Payment For
Securities Offered ................... Purchase of Securities Pursuant to
the Plan and Payment For
Securities Offered
7. Resale Restrictions .................. Purchase of Securities Pursuant to
the Plan and Payment For Securities
Offered
8. Tax Effects of Plan Participation .... Tax Effects of Plan Participation
9. Investment of Funds .................. Not Applicable
10. Withdrawal From the Plan;
Assignment of Interest ............... Withdrawal From the Plan;
Assignment of Interest
11. Forfeitures and Penalties ............ Withdrawal From the Plan;
Assignment of Interest
12. Charges and Deductions
and Liens Therefor.................... Not Applicable
13. Registration Information and
Employee Plan Annual Information ..... Registrant Information
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* The information called for by Part I of Form S-8 is currently
included in the description of the National City Corporation 1997 Stock Option
Plan (the "Plan") to be delivered to eligible employees under the Plan and is
not being filed with or included in this S-8 in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
National City Corporation ("National City") hereby incorporates in this
Registration Statement by reference National City's Annual Report on Form 10-K
for the year ended December 31, 1997, its quarterly report on Form 10-Q dated
March 31, 1998, its Current Reports on Form 8-K dated January 13, 1998, March 9,
1998, March 31, 1998, and April 14, 1998, and the description of National City
Common Stock ("National City Common") set forth in the Restated Certificate of
Incorporation of National City, as amended (filed as Exhibit 3.1 to National
City's Annual Report on Form 10K for the fiscal year ended December 31, 1997),
each as filed with the Commission pursuant to the Exchange Act.
All documents filed by National City pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the respective dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that such statement is modified or
superseded by a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
THIS REGISTRATION STATEMENT INCORPORATES DOCUMENTS OF NATIONAL CITY BY
REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THE DOCUMENTS OF
NATIONAL CITY SO INCORPORATED (OTHER THAN CERTAIN EXHIBITS TO ANY SUCH
DOCUMENTS) ARE AVAILABLE TO ANY PERSON TO WHOM A COPY OF THIS REGISTRATION
STATEMENT HAS BEEN DELIVERED UPON WRITTEN OR ORAL REQUEST TO NATIONAL CITY
CORPORATION, 1900 EAST NINTH STREET, CLEVELAND, OHIO 44114, ATTENTION: THOMAS A.
RICHLOVSKY, SENIOR VICE PRESIDENT AND TREASURER, TELEPHONE NUMBER (216)
575-2126, AND WILL BE FURNISHED WITHOUT CHARGE.
ITEM 4. DESCRIPTION OF SECURITIES
The National City Common to be offered pursuant to the Plan is
registered under Section 12 of the Exchange Act.
Pursuant to the Plan, the Board of Directors of National City (the
"Board of Directors") may, from time to time and upon such terms and conditions
as it may determine, authorize the granting to Eligible Employees of Option
Rights. An "Option Right", as that term is used in the Plan, means a right to
purchase a share of Common Stock upon exercise of an Outstanding Option. The
term "Common Stock" as used in the Plan refers to National City Common or any
security into which National City Common may be changed by reason of any stock
dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of National City, merger, consolidation, spin-off,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities, or other corporate transaction or event having an effect
similar to any of the foregoing. The term "Outstanding Option" as used in the
Plan means, at any time, an option to purchase shares of Common Stock granted by
National City or any of its Subsidiaries pursuant to the Plan or any other stock
option plan of National City or any such Subsidiary now or hereafter in effect,
or pursuant to any stock option plan of any corporation which is merged into
National City and where National City has by action of its Board of Directors,
assumed the obligations of such corporation under such stock option plan, all
whether or not such option is at the time exercisable, to the extent that such
option at such time has not been exercised and has not terminated.
For purposes of the Plan, the term "Eligible Employees" includes persons
who are at the time officers (including officers who are members of the Board of
Directors) and other key employees of National City or of any of its
Subsidiaries; and the term "Subsidiary" means, for purposes of the Plan, any
corporation in which at the time National City owns or controls, directly or
indirectly, not less than 50% of the total combined voting power represented by
all classes of stock issued by such corporation.
Each grant of Option Rights may utilize any or all of the
authorizations, and shall be subject to all of the limitations, contained in the
following provisions:
(a) Each grant shall specify the number of shares of Common
Stock to which it pertains.
(b) Each grant shall specify an option price per share not less
than the Market Value per Share on the date of grant. For purposes of
the Plan, the "Market Value per Share" shall, at any date, be the
closing price, per share, of the shares of Common Stock, on the New York
Stock Exchange on that date as reported by the Wall Street Journal
(Midwest Edition) or, if the Common Stock shall be primarily traded in
another market, as determined in a manner specified by the Board of
Directors using quotations in such other market.
(c) Successive grants may be made to the same Eligible Employee
whether or not any Option Rights previously granted to such Eligible
Employee remain unexercised. No Eligible Employee may, however, be
granted under the Plan, in the aggregate, more than 1,500,000 Option
Rights, subject to adjustment as hereinafter provided.
(d) Option Rights granted under the Plan may be (i) options
which are intended to qualify under particular provisions of the
Internal Revenue Code of 1986, as in effect from time to time, (ii)
options which are not intended so to qualify, or (iii) combinations of
the foregoing.
(e) The date of grant of each Option Right shall be the date of
its authorization by the Board of Directors, except that the date of
grant of an Additional Option (as hereinafter defined) shall be the date
of exercise of the underlying Option Right. No Option Right shall be
exercisable more than 10 years from such date of grant.
(f) Upon exercise of an Option Right, the option price shall be
payable (i) in cash, (ii) by the transfer to National City by the
Optionee of shares of Common Stock with a value (Market Value per Share
times the number of shares) equal to the total option price, or (iii) by
a combination of such methods of payment. The term "Optionee" as used
in the Plan refers to the optionee named in an agreement evidencing an
Outstanding Option.
(g) Each grant of Option Rights shall be evidenced by an
agreement executed on behalf of National City by any officer designated
by the Board of Directors for this purpose and delivered to and accepted
by the Eligible Employee and shall contain such terms and provisions,
consistent with the Plan, as the Board of Directors may approve.
(h) No Option Rights intended to qualify as an "Incentive Stock
Option" as that term is used in Section 422A of the Internal Revenue
Code of 1986, as amended shall be granted under the Plan to any Optionee
which would allow the aggregate fair market (determined at the time the
Option Rights are granted) of the stock subject of Option Rights,
including the Incentive Stock Option in question, which such Optionee
may exercise for the first time during any calendar year, to exceed
$100,000. If National City shall ever be deemed to have a "parent", as
such term is used in Section 422A of the Internal Revenue Code of 1986,
as amended, then Option Rights intended to be Incentive Stock Options,
granted under such parent's Stock Option plans, shall be included in the
definition of Option Rights for the purpose of determining the $100,000
limitation.
Subject to adjustment as hereinafter provided, the maximum number of
shares of Common Stock which may be sold upon the exercise of Option Rights
granted pursuant to the Plan shall be 15,000,000 shares of Common Stock which
are made available for sale by virtue of the Plan. For purposes of determining
the number of shares that may be sold under the Plan, such number shall increase
by the number of shares surrendered by an optionee or relinquished to National
City (a) in connection with the exercise of an Option Right or (b) in payment of
federal, state and local income tax withholding liabilities upon exercise of an
Option Right. As of the date of this Registration Statement, there are
outstanding under the Plan Option Rights to acquire 350,000 shares of Common
Stock. National City shall not be required to issue any fractional share of
Common Stock pursuant to the Plan. The Board of Directors may provide for the
elimination of fractions or for the settlement of fractions in cash.
The Board of Directors may make or provide for such adjustments in
(i) the maximum numbers of shares of Common Stock that may be
that may be sold pursuant to the Plan or purchased thereunder by any one
employee,
(ii) the maximum numbers of shares of Common Stock covered by
Option Rights and Appreciation Rights granted under the Plan, and
(iii) the prices per share applicable under Option Rights and
Appreciation Rights (as hereinafter defined),
as the Board of Directors in its sole discretion, exercised in good faith, may
determine is equitably required to prevent dilution or enlargement of the rights
of Optionees that otherwise would result from any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of National City, merger, consolidation, spin-off, reorganization, partial or
complete liquidation, issuance of rights or warrants to purchase securities, or
other corporate transaction or event having an effect similar to any of the
foregoing.
The Compensation and Organization Committee of the Board of Directors
(the "Committee") may, at or after the date of grant of Option Rights, grant
Additional Options. The term "Additional Option" as used in the Plan means an
Option Right granted to an Optionee to purchase a number of shares of Common
Stock equal to the number of shares of already owned Common Stock relinquished
by the Optionee as payment of the exercise price upon exercise of an Option
Right and/or the number shares of Common Stock tendered or relinquished as
payment of the amount to be withheld under applicable federal, state and local
income tax laws in connection with the exercise of an option as described in the
Plan; and the term "Additional Option Feature" as so used means a feature of an
Option that provides for the automatic grant of an Additional Option pursuant to
the Plan.
Additional Options may be granted with respect to any Outstanding
Option. If an Optionee exercises an Outstanding Option that has an Additional
Option Feature by transferring already owned shares of Common Stock and/or when
shares of Common Stock are tendered or relinquished as payment of the amount to
be withheld under applicable federal, state and local income tax laws (at
withholding rates not to exceed the Optionee's applicable marginal tax rates) in
connection with the exercise of an option, the Optionee shall automatically be
granted an Additional Option. The Additional Option shall be subject to the
following provisions:
(1) The Additional Option shall cover the number of shares of
Common Stock equal to the sum of (A) the number of shares of Common
Stock delivered as consideration upon the exercise of the previously
granted Outstanding Option to which such Additional Option Feature
relates and (B) the number of shares of Common Stock tendered or
relinquished as payment of the amount to be withheld under applicable
federal, state and local income tax laws in connection with the exercise
of the option to which such Additional Option Feature relates;
(2) The Additional Option will not have an Additional Option
Feature unless the Committee directs otherwise;
(3) The Additional Option option price shall be 100% of the
Market Value per Share on the date the employee delivers shares of
Common Stock to exercise the Option that has the Additional Option
Feature and/or delivers or forfeits shares of Common Stock in payment of
income tax withholding on the exercise of an Option that has the
Additional Option Feature; and
(4) The Additional Option shall have the same termination date
and other termination provisions as the underlying Option that had the
Additional Option Feature.
The Board of Directors may from time to time authorize the granting of
Appreciation Rights in respect of any or all of the Option Rights under any
Outstanding Option (including Options Rights simultaneously granted) to the
Optionee thereunder. The term "Appreciation Right" as used in the Plan means a
right in an Optionee to receive from National City an amount which shall be
determined by the Board of Directors and shall be expressed as a percentage of
the Spread (not exceeding 100%) at the time of exercise. For purposes of the
Plan, the "Spread" refers to the excess of the Market Value per Share of Common
Stock on the date when an Appreciation Right is exercised over the option price
provided for in the related Option Right.
To the extent an Optionee elects to exercise such Appreciation Right
instead of the related Option Right, the related Option Right shall be
cancelled, and vice versa. Each such grant of Appreciation Rights under the Plan
may utilize any or all of the authorizations, and shall be subject to all of the
limitations, contained in the following provisions:
(a) Any grant may permit the exercise of an Appreciation Right
with respect to the value of shares of Common Stock covered by the
related Option Rights.
(b) Any grant may specify that the amount payable on exercise of
an Appreciation Right may be paid by National City in cash, in shares of
Common Stock or in any combination thereof, and may either grant to the
Optionee or retain in the Board of Directors the right to elect among
those alternatives.
(c) Each grant shall provide that the maximum number of shares
of Common Stock deliverable upon exercise of an Appreciation Right may
not exceed the number of shares of Common Stock purchasable upon
exercise of the related Option Rights.
(d) Any grant may specify waiting periods before exercise and
permissible exercise dates or periods. No Appreciation Right shall be
exercisable except at a time when the related Option Right is also
exercisable.
(e) Each grant of an Appreciation Right shall be evidenced by an
agreement executed on behalf of National City by any officer designated
by the Board of Directors for this purpose and delivered to and accepted
by the Optionee, which agreement shall describe such Appreciation Right,
identify the related Option Rights, state that such Appreciation Right
is subject to all the terms and conditions of the Plan, including the
right of the Board of Directors to amend, suspend or terminate such
Appreciation Right as set forth in the Plan, and contain such other
terms and provisions, consistent with the Plan, as the Board of
Directors may approve.
Subject to adjustment as hereinbefore provided, the maximum number of
shares of Common Stock which may be delivered upon the exercise of Appreciation
Rights granted pursuant to the Plan shall not exceed 15,000,000. Shares covered
by Option Rights cancelled upon exercise of Appreciation Rights shall not be
available for the granting of further Option Rights under the Plan or under any
other stock option plan of National City or of any of its Subsidiaries, anything
in the Plan or any such other stock option plan to the contrary notwithstanding.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of National City Common has been passed upon
for National City by Carlton E. Langer, Vice President and Assistant General
Counsel of National City. Mr. Langer owns currently exercisable options to
purchase shares of National City Common.
ITEM 6. 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
<PAGE> 4
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 By-laws provides that National City must
indemnify, to the fullest extent authorized by the DGCL, each person who was or
is made party to, is threatened to be made a party to, or is involved in, any
action, suit or proceeding because he is or was a director, officer or employee
of National City or of any 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 of National City's By-laws also provides that National City may
pay expenses incurred in defending the proceedings specified above in advance of
their 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 of National City's By-laws 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 statute, provision of National City's
Certificate or By-laws, 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.
ITEM 8. EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
4.1 Restated Certificate of Incorporation of National City Corporation,
as amended, (filed as Exhibit 3.1 to National City Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1997 and incorporated herein by reference).
4.2 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).
4.3 Instruments defining the rights of holders of certain long-term debt
of National City 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 National City. National
City undertakes to file these instruments with the Commission upon
request.
4.4 Form of National City Corporation 1997 Stock Option Plan (filed as
Exhibit 4.4).
5.1 Opinion of Carlton E. Langer as to the legality of the National City
Common being registered (filed as Exhibit 5.1).
23.1 Consent of Ernst & Young LLP, Independent Auditors for National City
Corporation (filed as Exhibit 23.1).
23.2 Consent of Carlton E. Langer (included in his opinion filed as
Exhibit 5.1 to this Registration Statement and incorporated herein by
reference).
<PAGE> 5
24.1 Power of Attorney (Filed as Exhibit 24.1).
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(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;
(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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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 foregoing provisions, the registrant has been
informed 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.
<PAGE> 6
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Cleveland, state of Ohio, on this tenth day of July,
1998.
NATIONAL CITY CORPORATION
By /s/ THOMAS A. RICHLOVSKY
Thomas A. Richlovsky
Senior Vice President and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------ --------------
<S> <C> <C>
/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
/s/ DUANE E. COLLINS Director
- --------------------------------
Duane E. Collins
/s/ DAVID A. DABERKO Chairman of the Board and Chief
- -------------------------------- Executive Officer (Principal Executive Officer)
David A. Daberko
/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, M.D.
Director
- --------------------------------
Joseph H. Lemieux
/s/ W. BRUCE LUNSFORD Director
- --------------------------------
W. Bruce Lunsford
/s/ ROBERT A. PAUL Director
- --------------------------------
Robert A. Paul
/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
</TABLE>
*Carlton E. Langer, Vice President and Assistant Secretary of National
City Corporation, the undersigned attorney-in-fact, by signing his name below,
does hereby sign this Form S-8 Registration Statement on behalf of each of the
above-indicated officers and directors of National City Corporation
(constituting at least a majority of the directors) pursuant to a power of
attorney executed by such persons.
By /s/ CARLTON E. LANGER
Carlton E. Langer, Vice President and
Assistant Secretary July 10, 1998
<PAGE> 1
EXHIBIT 4.4
NATIONAL CITY CORPORATION
1997 STOCK OPTION PLAN
1. PURPOSES. The purposes of this 1997 Stock Option Plan are to provide
employment incentives and to encourage capital accumulation and stock ownership
by Eligible Employees of National City Corporation ("National City") or any of
its Subsidiaries, and to provide to designated Optionees under stock options
heretofore or hereafter granted pursuant to any stock option plan of National
City or any of its Subsidiaries an alternative method of realizing the benefits
provided by such stock options.
2. DEFINITIONS. As used in this Plan,
(a) "Additional Option" means an Option Right granted to an Optionee to
purchase a number of shares of Common Stock equal to the number of shares of
already owned Common Stock relinquished by the Optionee as payment of the
exercise price upon exercise of an Option Right and/or the number of shares of
Common Stock tendered or relinquished as payment of the amount to be withheld
under applicable federal, state and local income tax laws in connection with the
exercise of an option as described in Section 5.
(b) "Additional Option Feature" means a feature of an Option that provides for
the automatic grant of an Additional Option in accordance with the provisions
described in Section 5.
(c) The term "Appreciation Right" means a right granted pursuant to Paragraph
5 of this Plan.
(d) The term "Board of Directors" means the Board of Directors of National
City.
(e) The term "Committee" means the Committee provided for in Paragraph 10(a)
of this Plan.
(f) The term "Common Stock" means Common Stock, par value $4 per share, of
National City or any security into which such Common Stock may be changed by
reason of any transaction or event of the type described in Paragraph 7 of this
Plan.
(g) The term "Eligible Employees" means persons who are at the time the
officers (including officers who are members of the Board of Directors) and
other key employees of National City or of any of its Subsidiaries.
(h) The term "Internal Revenue Code" means the Internal Revenue Code of 1986,
as amended from time to time.
(i) The term "Incentive Stock Option" means an Option Right granted by
National City to an Eligible Employee, which Option Right is intended to qualify
as an "Incentive Stock Option" as that term is used in Section 422 of the
Internal Revenue Code.
(j) The term "Market Value per Share" means, at any date, the closing price,
per share, of the shares of Common Stock, on the New York Stock Exchange on that
date as reported by the Wall Street Journal (Midwest Edition) or, if the Common
Stock shall be primarily traded in another
4.4-1
<PAGE> 2
market, as determined in a manner specified by the Board of Directors using
quotations in such other market.
(k) The term "Optionee" shall mean the optionee named in an agreement
evidencing an Outstanding Option.
(l) The term "Option Right" means the right to purchase a share of Common
Stock upon exercise of an Outstanding Option.
(m) The term "Outstanding Option" means, at any time, an option to purchase
shares of Common Stock granted by National City or any of its Subsidiaries
pursuant to this Plan or any other stock option plan of National City or any
such Subsidiary now or hereafter in effect, or pursuant to any stock option plan
of any corporation which is merged into National City and where National City
has by action of its Board of Directors, assumed the obligations of such
corporation under such stock option plan, all whether or not such option is at
the time exercisable, to the extent that such option at such time has not been
exercised and has not terminated.
(n) The term "Spread" means the excess of the Market Value per Share of Common
Stock on the date when an Appreciation Right is exercised over the option price
provided for in the related Option Right.
(o) The term "Subsidiary" shall mean any corporation in which at the time
National City owns or controls, directly or indirectly, not less than 50% of the
total combined voting power represented by all classes of stock issued by such
corporation.
3. SHARES AVAILABLE UNDER PLAN.
(a) The shares of Common Stock which may be made the subject of Option Rights
and Appreciation Rights pursuant to this Plan may be treasury shares or shares
of original issue or a combination of the foregoing.
(b) Subject to adjustments in accordance with Paragraph 8 of this Plan, the
maximum number of shares of Common Stock which may be sold upon the exercise of
Option Rights granted pursuant to this Plan shall be 15,000,000 shares of Common
Stock which are made available for sale by virtue of this Plan. For purposes of
determining the number of shares that may be sold under the Plan, such number
shall increase by the number of shares surrendered by an optionee or
relinquished to National City (a) in connection with the exercise of an Option
Right or (b) in payment of federal, state and local income tax withholding
liabilities upon exercise of an Option Right.
(c) Subject to adjustments in accordance with Paragraph 8 of this Plan, the
maximum number of shares of Common Stock which may be delivered upon the
exercise of Appreciation Rights granted pursuant to this Plan shall not exceed
15,000,000.
(d) Shares covered by Option Rights cancelled upon exercise of Appreciation
Rights shall not be available for the granting of further Option Rights under
this Plan or under any other stock option plan of National City or of any of its
Subsidiaries, anything in this Plan or such other stock option plan to the
contrary notwithstanding.
4.4-2
<PAGE> 3
4. GRANTS OF OPTION RIGHTS. The Board of Directors may, from time to time and
upon such terms and conditions as it may determine, authorize the granting to
Eligible Employees of Option Rights. Each such grant may utilize any or all of
the authorizations, and shall be subject to all of the limitations, contained in
the following provisions:
(a) Each grant shall specify the number of shares of Common Stock to which it
pertains.
(b) Each grant shall specify an option price per share not less than the
Market Value per Share on the date of grant.
(c) Successive grants may be made to the same Eligible Employee whether or not
any Option Rights previously granted to such Eligible Employee remain
unexercised. No Eligible Employee may, however, be granted under this plan, in
the aggregate, more than 3,000,000 Option Rights or Appreciation Rights, subject
to adjustment pursuant to Paragraph 8 of this Plan over any ten year period.
(d) Option Rights granted under this Plan may be (i) options which are
intended to qualify under particular provisions of the Internal Revenue Code, as
in effect from time to time, (ii) options which are not intended so to qualify,
or (iii) combinations of the foregoing.
(e) The date of grant of each Option Right shall be the date of its
authorization by the Board of Directors, except that the date of grant of an
Additional Option shall be the date of exercise of the underlying Option Right.
No Option Right shall be exercisable more than 10 years from such date of grant.
(f) Upon exercise of an Option Right, the option price shall be payable (i) in
cash, (ii) by the transfer to National City by the Optionee of shares of Common
Stock with a value (Market Value per Share times the number of shares) equal to
the total option price, or (iii) by a combination of such methods of payment.
(g) Each grant of Option Rights shall be evidenced by an agreement executed on
behalf of National City by any officer designated by the Board of Directors for
this purpose and delivered to and accepted by the Eligible Employee and shall
contain such terms and provisions, consistent with this Plan, as the Board of
Directors may approve.
(h) No Option Rights, intended to be an Incentive Stock Option, shall be
granted hereunder to any Optionee which would allow the aggregate fair market
(determined at the time the Option Rights are granted) of the stock subject of
Option Rights, including the Incentive Stock Option in question, which such
Optionee may exercise for the first time during any calendar year, to exceed
$100,000. If National City shall ever be deemed to have a "parent," as such term
is used in Section 422A of the Internal Revenue Code, as amended, then Option
Rights intended to be Incentive Stock Options, granted under such parent's Stock
Option plans, shall be included in the definition of Option Rights for the
purpose of determining the $100,000 limitation.
5. ADDITIONAL OPTION.
(a) The Board of Directors may, at or after the date of grant of Option
Rights, grant Additional Options. Additional Options may be granted with respect
to any Outstanding Option.
4.4-3
<PAGE> 4
(b) If an Optionee exercises an Outstanding Option that has an Additional
Option Feature by transferring already owned shares of Common Stock and/or when
shares of Common Stock are tendered or relinquished as payment of the amount to
be withheld under applicable federal, state and local income tax laws (at
withholding rates not to exceed the Optionee's applicable marginal tax rates) in
connection with the exercise of an option, the Optionee shall automatically be
granted an Additional Option. The Additional Option shall be subject to the
following provisions:
(1) The Additional Option shall cover the number of shares of Common Stock
equal to the sum of (A) the number of shares of Common Stock delivered as
consideration upon the exercise of the previously granted Outstanding Option to
which such Additional Option Feature relates and (B) the number of shares of
Common Stock tendered or relinquished as payment of the amount to be withheld
under applicable federal, state and local income tax laws in connection with the
exercise of the option to which such Additional Option Feature relates;
(2) The Additional Option will not have an Additional Option Feature unless
the Board of Directors directs otherwise;
(3) The Additional Option option price shall be 100% of the Market Value per
Share on the date the employee delivers shares of Common Stock to exercise the
Option that has the Additional Option Feature and/or delivers or forfeits shares
of Common Stock in payment of income tax withholding on the exercise of an
Option that has the Additional Option Feature;
(4) The Additional Option shall have the same termination date and other
termination provisions as the underlying Option that had the Additional Option
Feature.
6. GRANTS OF APPRECIATION RIGHTS. The Board of Directors may from time to time
authorize the granting of Appreciation Rights in respect of any or all of the
Option Rights under any Outstanding Option (including Options Rights
simultaneously granted) to the Optionee thereunder. An Appreciation Right shall
be a right in the Optionee to receive from National City an amount which shall
be determined by the Board of Directors and shall be expressed as a percentage
of the Spread (not exceeding 100%) at the time of exercise. To the extent such
Optionee elects to exercise such Appreciation Right instead of the related
Option Right, the related Option Right shall be cancelled, and vice versa. Each
such grant may utilize any or all of the authorizations, and shall be subject to
all of the limitations, contained in the following provisions:
(a) Any grant may permit the exercise of an Appreciation Right with respect to
the value of shares of Common Stock covered by the related Option Rights.
(b) Any grant may specify that the amount payable on exercise of an
Appreciation Right may be paid by National City in cash, in shares of Common
Stock or in any combination thereof, and may either grant to the Optionee or
retain in the Board of Directors the right to elect among those alternatives.
(c) Each grant shall provide that the maximum number of shares of Common Stock
deliverable upon exercise of an Appreciation Right may not exceed the number of
shares of Common Stock purchasable upon exercise of the related Option Rights.
4.4-4
<PAGE> 5
(d) Any grant may specify waiting periods before exercise and permissible
exercise dates or periods. No Appreciation Right shall be exercisable except at
a time when the related Option Right is also exercisable.
(e) Each grant of an Appreciation Right shall be evidenced by an agreement
executed on behalf of National City by any officer designated by the Board of
Directors for this purpose and delivered to and accepted by the Optionee, which
agreement shall describe such Appreciation Right, identify the related Option
Rights, state that such Appreciation Right is subject to all the terms and
conditions of this Plan, including the right of the Board of Directors to amend,
suspend or terminate such Appreciation Right as set forth in Paragraph 11(c) of
this Plan, and contain such other terms and provisions, consistent with this
Plan, as the Board of Directors may approve.
7. TRANSFERABILITY. Except as otherwise provided for by the Board of
Directors, no Option Right including any related Appreciation Right shall be
transferable by an Optionee other than by will or the laws of descent and
distribution. Unless the Board of Directors directs otherwise, Option Rights and
Appreciation Rights shall be exercisable during the Optionee's lifetime only by
the Optionee or by the Optionee's guardian or legal representative.
8. ADJUSTMENTS. The Board of Directors may make or provide for such
adjustments in the maximum numbers and kind of shares of Common Stock specified
in Paragraphs 3(b) and (c) and 4(c) of this Plan, in the numbers and kind of
shares of Common Stock covered by Option Rights and Appreciation Rights granted
hereunder, and in the prices per share applicable under such Option Rights and
Appreciation Rights, as such Board in its sole discretion, exercised in good
faith, may determine is equitably required to prevent dilution or enlargement of
the rights of Optionees that otherwise would result from any stock dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of National City, merger, consolidation, spin-off,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities, or other corporate transaction or event having an effect
similar to any of the foregoing.
9. FRACTIONAL SHARES. National City shall not be required to issue any
fractional share of Common Stock pursuant to this Plan. The Board of Directors
may provide for the elimination of fractions or for the settlement of fractions
in cash.
10. ADMINISTRATION OF THE PLAN.
(a) This Plan shall be administered by the Board of Directors, which may from
time to time delegate all or any part of its authority under this Plan to a
Compensation and Organization Committee of the Board of Directors, a
subcommittee of the Compensation and Organization Committee, or another
committee of directors of National City appointed by the Board of Directors to
serve as the committee responsible for administering this Plan (the
"Committee"). To the extent of such delegation, references herein to the "Board
of Directors" shall include the Committee. The Board of Directors may name
assistants who may be, but need not be, members of the Committee. Such
assistants shall serve at the pleasure of the Board of Directors, and shall
perform such functions as are provided for herein and such other functions as
may be assigned by the Board of Directors.
(b) The interpretation and construction by the Board of Directors of any
provision of this Plan or of any agreement evidencing the grant of Option Rights
or Appreciation Rights and any
4.4-5
<PAGE> 6
determination by the Board of Directors pursuant to any provision of this Plan
or of any such agreement shall be final and conclusive. No member of the Board
of Directors or any assistant shall be liable for any action taken or omitted in
connection with the interpretation or administration of this Plan or any grant
unless attributable to his or her own willful misconduct or lack of good faith.
11. AMENDMENTS, ETC.
(a) This Plan may be amended from time to time by the Board of Directors but
without further approval by the stockholders of National City no such amendment
shall (i) increase the maximum numbers of shares of Common Stock specified in
Paragraphs 3(b) and (c) and 4(c) of this Plan (except that adjustments
authorized by Paragraph 8 of this Plan shall not be limited by this provision),
(ii) change the definition of "Eligible Employees", or (iii) materially increase
the benefits accruing to Optionees hereunder.
(b) Except as provided in section 8 of the Plan, the Committee shall not,
without the further approval of stockholders of National City, authorize the
amendment of any outstanding Option Right to reduce the option price.
Furthermore, no Option Rights shall be cancelled and replaced with awards having
a lower option price (except as provided by sections 5 and 8 of this Plan)
without the further approval of the stockholders of National City.
(c) The Board of Directors may at any time amend, suspend or terminate any
agreement evidencing Appreciation Rights granted under this Plan; in the case of
an amendment, the amended Appreciation Right shall conform to the provisions of
this Plan.
(d) In the case of any Option or Appreciation Right not immediately
exercisable in full, the Board of Directors in its discretion may accelerate the
time at which Option or Appreciation Rights may be exercised.
12. ASSUMPTIONS.
(a) In the event that a corporation is merged into National City, and National
City is the survivor of such merger, the Board of Directors may elect, in its
sole discretion, to assume under this Plan any or all outstanding options
granted by such corporation to its officers and employees under any stock option
plan adopted by it prior to such merger. Such assumptions shall be on such terms
and conditions as the Board of Directors may determine in its sole discretion,
provided, however, that the options as assumed do not provide or contain any
terms, conditions or rights which an Option Right may not provide or contain
under Sections 2 through 10 hereunder.
13. MISCELLANEOUS.
(a) All expenses and costs in connection with the operation of the Plan shall
be borne by National City.
(b) This Plan shall be construed in accordance with and governed by the
internal substantive laws of the State of Delaware.
(c) This Plan shall be binding upon and inure to the benefit of National City,
its successors and assigns and each Participant and his or her beneficiaries,
heirs, executors, administrators and legal representatives.
4.4-6
<PAGE> 1
Exhibit 5.1
July 10, 1998
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
Re: National City Corporation 1997 Stock Option Plan (the "Plan")
Ladies and Gentlemen:
I am Assistant General Counsel of National City Corporation ("National
City"), a Delaware corporation. Certain attorneys of the law department of
National City (that department, the "Law Department") have acted as counsel to
National City in connection with the Plan. Except as otherwise defined in this
opinion letter, each term used in this opinion letter and defined in the Plan
shall have, for purposes of this opinion letter, the meaning ascribed to that
term in the Plan.
The Law Department has examined such documents, records, and matters of law
as the Law Department has deemed necessary for the purpose of rendering the
opinions set forth below in this opinion letter, and based on that examination,
the Law Department is of the opinion that:
1. the shares of National City Common Stock, par value $4.00 per share
("National City Common"), which may be issued (in the case of original
issue shares) or transferred (in the case of treasury shares) upon the
exercise of any Option Rights or Appreciation Rights which have been
granted or which may be granted under the Plan will, when issued or
transferred, as the case may be, be fully paid and non-assessable so
long as:
(a) the consideration received or to be received by National City is
at least equal to the par value of such shares and
(b) the issuance of any original issue shares or the transfer of any
treasury shares, is, prior to any such issuance or transfer, as
the case may be, duly authorized; and
2. any Option Rights or Appreciation Rights granted or to be granted
under and in accordance with the Plan will, when so granted, be
validly issued.
The Law Department hereby consents to (i) the filing of this opinion letter
as Exhibit 5.1 to the registration statement on Form S-8 to be filed by National
City in order to effect registration of the shares of National City Common Stock
which may be issued or transferred under the Plan and any Option Rights or
Appreciation Rights which have been granted or which may be granted under the
Plan and (ii) the reference to Carlton E. Langer under the caption "INTERESTS OF
NAMED EXPERTS AND COUNSEL" contained in the aforementioned registration
statement.
Very truly yours,
/s/ Carlton E. Langer
National City Corporation Law Department
Carlton E. Langer
Assistant General Counsel
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in the Registration Statement on Form
S-8 pertaining to National City Corporation 1997 Stock Option Plan of our report
dated January 21, 1998 with respect to the consolidated financial statements and
schedules of National City Corporation included in its Annual Report (Form 10-K)
for the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Cleveland, Ohio
July 7, 1998
<PAGE> 1
Exhibit 24.1
DIRECTORS AND OFFICERS OF
NATIONAL CITY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
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 in our names, in the capacities indicated below, under the Securities Act of
1933, as amended, a Registration Statement on Form S-8 relating to the
registration of the shares of Common Stock, par value $4.00 per share, of the
Corporation to be issued pursuant to Option Rights which have been or may be
granted under the National City Corporation 1997 Stock Option Plan, and any and
all amendments and exhibits thereto, including post-effective amendments, and
any and all applications 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 14th day of April, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ---------------------------------------- ------------------------------
<S> <C>
/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
/S/ DUANE E. COLLINS Director
- --------------------------------
Duane E. Collins
/s/ DAVID A. DABERKO Chairman of the Board and Chief
- -------------------------------- Executive Officer (Principal Executive Officer)
David A. Daberko
/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, M.D.
Director
- --------------------------------
Joseph H. Lemieux
/s/ W. BRUCE LUNSFORD Director
- --------------------------------
W. Bruce Lunsford
/s/ ROBERT A. PAUL Director
- --------------------------------
Robert A. Paul
/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
</TABLE>
