<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1998.
REGISTRATION NO.333-46571
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
Post-Effective Amendment
No. 1 to
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
NATIONAL CITY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
Delaware 6712 34-1111088
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
</TABLE>
1900 East Ninth Street
Cleveland, Ohio 44114
(216) 575-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------
DAVID L. ZOELLER, ESQ.
Senior Vice President, General Counsel and Secretary
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
(216) 575-2978
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------
COPIES TO:
<TABLE>
<S> <C>
Timothy E. Kraepel, Esq. Edward D. Herlihy, Esq.
Howard & Howard Attorneys, P.C. Wachtell, Lipton, Rosen & Katz
The Pinehurst Office Center, Suite 101 51 West 52nd Street
1400 North Woodward Avenue New York, New York 10019
Bloomfield Hills, Michigan 48304-2856 (212) 403-1000
(248) 645-1483
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective
and all other conditions to the merger of First of America Bank Corporation with
the Registrant, pursuant to an Agreement and Plan of Merger dated as of November
30, 1997, described in the enclosed Prospectus and Joint Proxy Statement, have
been satisfied or waived.
------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE(3)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
Common Stock, par value
of $4.00 per share..... 108,121,561 $63.4917 $6,864,818,110 $627,331.70
=================================================================================================
</TABLE>
(1) Based upon the assumed number of shares that may be issued in the Merger
described herein. Such assumed number is based upon the maximum number of
shares of common stock of First of America Bank Corporation that may be
outstanding immediately prior to the Merger.
(2) Estimated solely for the purpose of computing the registration fee. Computed
in accordance with Rule 457(f)(1) on the basis of the average of the high
and low prices of a share of common stock of First of America Bank
Corporation on the New York Stock Exchange on February 11, 1998 divided by
1.20 times the number of shares of the Registrant's common stock to be
exchanged for each share of common stock of First of America Bank
Corporation in the proposed Merger to which this Registration Statement
relates.
(3) In accordance with Rule 457(b), the total registration fee of $2,025,121.34
has been reduced by $1,397,739.64, which amount has previously been paid
with respect to the Merger pursuant to Section 14(g) of the Securities Act
of 1934, as amended.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 2
PART II
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL empowers a Delaware corporation to indemnify any
person who was or is, or is threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation, by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise). The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
his conduct was unlawful. A Delaware corporation may indemnify such persons in
actions brought by or in the right of the corporation to procure a judgment in
its favor under the same conditions, except that no indemnification is permitted
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and to the extent the Court of
Chancery of the state of Delaware or the court in which such action or suit was
brought shall determine upon application that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the Court of Chancery or other such court shall deem proper. To the
extent such person has been successful on the merits or otherwise in defense of
any action referred to above, or in defense of any claim, issue or matter
therein, the corporation must indemnify him against expenses (including
attorney's fees) actually and reasonably incurred by him in connection
therewith. The indemnification and advancement of expenses provided for, or
granted pursuant to, Section 145 are not exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or
otherwise. Section 145 also provides that a corporation may maintain insurance
against liabilities for which indemnification is not expressly provided by the
statute.
Article VI of National City's By-Laws provides for the mandatory
indemnification of directors, officers or employees of National City or any of
its subsidiaries and of those persons serving at the request of National City as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise in accordance with and to the full
extent permitted by the DGCL. National City has purchased liability insurance
covering certain liabilities which may be incurred by the directors, officers,
employees and agents of National City and its subsidiaries in connection with
the performance of their duties.
In addition, National City's Certificate, as permitted by Section 102(d) of
the DGCL, limits directors' liability to National City and its stockholders by
eliminating liability in damages for breach of fiduciary duty of care. Article
Seventh of National City's Certificate provides that neither National City nor
its stockholders may recover damages from National City's directors or former
directors for breach of their duty of care in the performance of their duties as
directors of National City. As limited by Section 102(b), this provision cannot,
however, have the effect of indemnifying any director or former director of
National City in the case of liability (a) for a breach of the director's duty
of loyalty, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments
of dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the DGCL or (d) for any transactions for which the director derived an
improper personal benefit.
The Agreement provides that, from and after the Effective Time, National
City will assume and honor any obligation as provided for and permitted by
applicable federal and state law FOA had immediately prior to the Effective Time
with respect to the indemnification of each person (each such person, an
"Indemnitee," and all such persons, collectively, the "Indemnitees") who was on
November 30, 1997, or has been at any time prior to November 30, 1997, or who
becomes prior to the Effective Time, a director or officer of FOA or any of its
subsidiaries or was serving at the request of FOA as a director or officer of
any domestic or foreign corporation joint venture, trust, employee benefit plan
or other enterprise arising out of FOA's Articles of Incorporation or FOA's
By-laws or any indemnification (to the maximum extent available thereunder and
permitted by applicable
II-1
<PAGE> 3
law or regulation) against any and all losses in connection with or arising out
of any claim which is based upon, arises out of or in any way relates to any
actual or alleged act or omission occurring at or prior to the Effective Time in
the Indemnitee's capacity as a director or officer (whether elected or
appointed) of FWNC or any of its subsidiaries. The Agreement further provides
that, for a period of six years after the Effective Time, National City will use
all reasonable efforts to cause to be maintained in effect current directors'
and officers' liability insurance in an aggregate limit of at least equal to the
aggregate limits of FOA's insurance in place on November 30, 1997 which will
insure FOA's directors and officers for events which occurred before the
Effective Time but were undiscovered at the Effective Time; provided, however,
that the Agreement does not obligate National City to expend, in order to
maintain or provide insurance coverage pursuant to the Agreement, any amount per
annum in excess of 200% of the amount of the annual premium paid as of the date
of the Agreement by National City for its current directors and officers
liability insurance.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C>
2.1 Agreement and Plan of Merger dated as of November 30, 1997 by and between National
City Corporation and First of America Bank Corporation (filed as Exhibit 2.1 to
Form 8-K dated December 9, 1997 and incorporated herein by reference).
2.2 Agreement and Plan of Merger dated as of January 12, 1998 by and between National
City Corporation and Fort Wayne National Corporation (filed as Appendix A to the
Prospectus and Proxy Statement contained in Registration Statement No. 333-45609 on
Form S-4 dated as of February 23, 1998 and incorporated herein by reference).
3.1 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).
3.2 National City Corporation First Restatement of By-laws adopted April 27, 1987 (As
Amended through October 24, 1994) (filed as Exhibit 3.2 to Registrant's Form S-4
Registration Statement No. 33-56539 dated November 18, 1994 and incorporated herein
by reference).
4.1 Instruments defining the rights of holders of certain long-term debt of 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.
4.2 Credit Agreement dated as of February 2, 1996, by and between National City and the
banks named therein (filed as Exhibit 4.2 to Registrants' Proxy Statement Form 14A
#001-10074 dated February 6, 1996 and incorporated herein by reference).
*5.1 Opinion of Carlton E. Langer as to the legality of the National City Common being
registered (filed as Exhibit 5-1).
*8.1 Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax consequences of the
Merger (filed as Exhibit 8.1).
10.1 National City Corporation Short Term Incentive Compensation Plan for Senior
Officers As Amended and Restated Effective January 1, 1995 (filed as Exhibit 10.1
to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference).
10.2 National City Corporation Long Term Incentive Compensation Plan for Senior Officers
as Amended and Restated Effective January 1, 1995 (filed as Exhibit 10.2 to
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
and incorporated herein by reference).
10.3 National City Corporation Annual Corporate Performance Incentive Plan Effective
January 1, 1995 (filed as Exhibit 10.21 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated herein by reference).
</TABLE>
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<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C>
10.4 National City Savings and Investment Plan, As Amended and Restated Effective July
1, 1992 (filed as Exhibit 10.24 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and incorporated herein by reference).
10.5 The National City Savings and Investment Plan No. 2, As Amended and Restated
Effective January 1, 1992 (filed as Exhibit 10.25 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 and incorporated herein by
reference).
10.6 National City Corporation's Amended and Restated 1973 Stock Option Plan, as amended
(filed as Exhibit 10.4 to Registration Statement No. 2-91434) and amended 1984
Stock Option Plan (filed as Exhibit 10.2 to NCC's Annual Report on Form 10-K for
the fiscal year ended December 31, 1987); both incorporated herein by reference).
10.7 National City Corporation 1989 Stock Option Plan (filed as Exhibit 10.7 to NCC's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989, and
incorporated herein by reference).
10.8 National City Corporation's 1993 Stock Option Plan as Amended and Restated (filed
as Appendix F to Registration Statement No. 333-01697 and incorporated herein by
reference).
10.9 National City Corporation 150th Anniversary Stock Option Plan (filed as Exhibit
10.9 to Registration Statement No. 33-59487 and incorporated herein by reference).
10.10 National City Corporation 1997 Stock Option Plan (filed as Exhibit A to National
City Corporation's Proxy Statement Form 14A #000-07229 dated February 19, 1997 and
incorporated herein by reference).
10.11 National City Corporation Plan for Deferred Payment of Directors' Fees, as amended
(filed as Exhibit 10.5 to Registration Statement No. 2-914334 and incorporated
herein by reference).
10.12 National City Corporation Supplemental Executive Retirement Plan, as Amended and
Restated effective January 1, 1997 (filed as Exhibit 10.12 to Registration
Statement No. 333-45609 on Form S-4 dated as of February 23, 1998 and incorporated
herein by reference).
10.13 National City Corporation Executive Savings Plan As Amended and Restated Effective
January 1, 1995 (filed as Exhibit 10.9 to NCC's Annual Report on Form 10-K for its
fiscal year ended December 31, 1994, and incorporated herein by reference).
10.14 National City Corporation Amended and Second Restated 1991 Restricted Stock Plan
(filed as Exhibit 10.9 to Registration Statement No. 33-49823 and incorporated
herein by reference).
10.15 National City Corporation 1997 Restricted Stock Plan (filed as Exhibit B to
National City Corporation's Proxy Statement Form 14A #000-07229 dated February 19,
1997 and incorporated herein by reference).
10.16 First Kentucky National Corporation 1985 Stock Option Plan (filed as Exhibit 10.2
to First Kentucky National Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1987, and incorporated herein by reference).
10.17 First Kentucky National Corporation 1982 Stock Option Plan (filed as Exhibit 10.3
to First Kentucky National Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1987, and incorporated herein by reference).
10.18 Form of grant made under National City Corporation 1991 Restricted Stock Plan made
in connection with National City Corporation Supplemental Executive Retirement Plan
as amended (filed as Exhibit 10.10 to NCC's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, and incorporated herein by reference).
10.19 Amended Employment Agreement dated July 21, 1989 by and between Merchants National
Corporation or a subsidiary and Otto N. Frenzel, III (filed as Exhibit 10(21) to
Merchants National Corporation Annual Report of Form 10-K for the fiscal year ended
December 31, 1987 and incorporated herein by reference).
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C>
10.20 Split Dollar Insurance Agreement dated January 4, 1988 between Merchants National
Corporation and Otto N. Frenzel, III Irrevocable Trust II (filed as Exhibit 10(26)
to Merchants National Corporation Annual Report on Form 10-K for the fiscal year
ended December 31, 1989 and incorporated herein by reference).
10.21 Merchants National Corporation Director's Deferred Compensation Plan, as amended
and restated August 16, 1983 (filed as Exhibit 10(3) to Merchants National
Corporation Registration Statement as Form S-2 filed June 28, 1985, incorporated
herein by reference).
10.22 Merchants National Corporation Supplemental Pension Plan dated November 20, 1984;
First Amendment to the Supplemental Pension Plans dated January 21, 1986; Second
Amendment to the Supplemental Pension Plans dated July 3, 1989; and Third Amendment
to the Supplemental Pension Plans dated November 21, 1990 (filed respectively as
exhibit 10(n) to Merchants National Corporation Annual Report on Form 10-K for the
year ended December 31, 1984; as Exhibit 10(q) to the Merchants National
Corporation Annual Report on Form 10-K for the year ended December 31, 1985; as
Exhibit 10(49) to Merchants National Corporation Annual Report on Form 10-K for the
year ended December 31, 1990; and as Exhibit 10(50) to the Merchants National
Corporation Annual Report on Form 10-K for the year ended December 31, 1990; all
incorporated herein by reference).
10.23 Merchants National Corporation Employee Benefit Trust Agreement, effective July 1,
1987 (filed as Exhibit 10(27) to Merchants National Corporation Annual Report on
Form 10-K for the year ended December 31, 1987, incorporated herein by reference).
10.24 Merchants National Corporation Non-qualified Stock Option Plan effective January
20, 1987, and the First Amendment to that Merchants National Non-qualified Stock
Option Plan, effective October 16, 1990 (filed respectively as Exhibit 10(23) to
Merchants National Corporation Annual Report on Form 10-K by the year ended
December 31, 1986, and as Exhibit 10(55) to Merchants National Corporation Annual
Report on Form 10-K for the year ended December 31, 1990, both of which are
incorporated herein by reference).
10.25 Merchants National Corporation 1987 Non-qualified Stock Option Plan, effective
November 17, 1987, and the First Amendment to Merchants National Corporation 1987
Non-qualified Stock Option Plan, effective October 16, 1990, (filed respectively as
Exhibit 10(30) to Merchants National Corporation Annual Report on Form 10-K by the
year ended December 31, 1987, and as Exhibit 10(61) to Merchants National
Corporation Annual Report on Form 10-K for the year ended December 31, 1990, both
of which are incorporated herein by reference).
10.26 Merchants National Corporation Directors Non-qualified Stock Option Plan and the
First Amendment to Merchants National Corporation Directors Non-qualified Stock
Option Plan effective October 16, 1990 (filed respectively as Exhibit 10(44) to
Merchants National Corporation Annual Report on Form 10-K for the year ended
December 31, 1988, and as Exhibit 10(68) to Merchants National Corporation Annual
Report on Form 10-K for the year ended December 31, 1990, both of which are
incorporated herein by reference).
10.27 Central Indiana Bancorp Option Plan effective March 15, 1991 (filed as Exhibit
10.26 to Registrants Annual Report on Form 10-K for the fiscal year ended December
31, 1994 and incorporated herein by reference).
10.28 Central Indiana Bancorp 1993 Option Plan effective October 12, 1993 (filed as
Exhibit 10.27 to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference).
10.29 Forms of contracts with David A. Daberko, Vincent A. DiGirolamo, William E.
MacDonald III, Jon L. Gorney, Harold B. Todd, Jr., Robert G. Siefers, Robert J.
Ondercik, Jeffrey D. Kelly, David L. Zoeller, Thomas A. Richlovsky, James P.
Gulick, Gary A. Glaser, J. Christopher Graffeo, Herbert R. Martens, Jr, Robert E.
Showalter, Thomas W. Golonski and James R. Bell (filed as Exhibit 10.29 to
Registration Statement No. on Form S-4 dated as of February 4, 1998 and
incorporated herein by reference).
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C>
10.30 Split Dollar Insurance Agreement effective January 1, 1994 between National City
Corporation and those individuals listed in Exhibit 10.27 and other key employees
(filed as exhibit 10.28 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 and incorporated herein by reference).
10.31 National City Corporation Short-Term Incentive Compensation Plan for Senior
Officers--Corporate Results As Amended and Restated Effective January 1, 1996
(filed as Exhibit 10.31 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 and incorporated herein by reference).
10.32 Consulting Agreement dated as of August 27, 1995 by and between Integra Financial
Corporation and William F. Roemer, (filed as Exhibit 10.30 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated
herein by reference).
10.33 Stock Option Agreement dated as of November 30, 1997 between National City
Corporation ("Grantee") and First of America Bank Corporation ("Issuer") (filed as
Exhibit 2.2 to Form 8-K dated December 9, 1997 and incorporated herein by
reference).
10.34 Stock Option Agreement dated as of November 30, 1997 between National City
Corporation ("Issuer") and First of America Bank Corporation ("Grantee") (filed as
Exhibit 2.3 to Form 8-K dated December 9, 1997 and incorporated herein by
reference).
10.35 Stock Option Agreement dated as of January 12, 1998 between National City
Corporation ("Grantee") and Fort Wayne National Corporation ("Issuer") (filed as
Appendix C to the Prospectus and Proxy Statement contained in Registration
Statement No. 333-45609 on Form S-4 dated as of February 23, 1998 and incorporated
herein by reference).
11.1 Computation of Earnings per share (filed as Exhibit 11.1 to Registration Statement
No. 333-45609 on Form S-4 dated as of February 23, 1998 and incorporated herein by
reference).
20.1 Fairness opinion of Merrill Lynch & Co. to First of America Bank
Corporation dated February 19, 1998 (Filed as Exhibit 20.1).
20.2 Fairness opinion of UBS Securities LLC to National City Corporation
dated February 19, 1998 (Filed as Exhibit 20.2).
20.3 Fairness opinion of NationsBanc Montgomery Securities, Inc. to
National City Corporation dated February 19, 1998(Filed as Exhibit
20.3).
21.1 Subsidiaries (filed as Exhibit 21.1 to Registration Statement No. on Form S-4
dated as of February 4, 1998 and incorporated herein by reference).
* 23.1 Consent of Ernst & Young LLP, Independent Auditors for National City Corporation
and Fort Wayne National Corporation (filed as Exhibit 23.1).
* 23.2 Consent of Merrill Lynch & Co. (filed as Exhibit 23.2).
* 23.3 Consent of UBS Securities LLC (included in its fairness opinion as filed as
Appendix C to the Prospectus and Joint Proxy Statement contained in this
Registration Statement and incorporated herein by reference).
* 23.4 Consent of NationsBanc Montgomery Securities, Inc. (included in its fairness
opinion as filed as Appendix D to the Prospectus and Joint Proxy Statement
contained in this Registration Statement and incorporated herein by reference).
* 23.5 Consent of KPMG Peat Marwick LLP, Independent Auditors for First of America Bank
Corporation (filed as Exhibit 23.5).
* 23.6 Consent of Wachtell, Lipton, Rosen & Katz (included in their opinion filed as
Exhibit 8.1 to the Registration Statement and incorporated herein by reference).
* 23.7 Consent of Carlton E. Langer (included in his opinion filed as Exhibit 5.1 to this
Registration Statement and incorporated herein by reference).
* 23.8 Consent of Richard F. Chormann (filed as Exhibit 23.8).
* 23.9 Consent of John E. Barfield (filed as Exhibit 23.9).
*23.10 Consent of John W. Brown (filed as Exhibit 23.10).
*23.11 Consent of Clifford L. Greenwalt (filed as Exhibit 23.11).
*23.12 Consent of Dorothy A. Johnson (filed as Exhibit 23.12).
* 24.1 Powers of Attorney (filed as Exhibit 24.1).
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C>
27.1 Financial Data Schedule (filed as Exhibit 27.1 to National City Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference).
* 99.1 Form of Proxy to be used in soliciting holders of National City Common for its
Annual Meeting of Stockholders (filed as Exhibit 99.1)
* 99.2 Form of Proxy to be used in soliciting holders of FOA Common for its Special
Meeting of Shareholders (filed as Exhibit 99.2)
</TABLE>
* Previously filed.
II-6
<PAGE> 8
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF OHIO, ON MARCH 19, 1998.
NATIONAL CITY CORPORATION
By: /s/ Thomas A. Richlousky
----------------------------------
Thomas A. Richlousky
Senior Vice President
and Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ----------------------------------- ------------------
<S> <C> <C>
/s/ DAVID A DABERKO* Chairman and Chief Executive March 19, 1998
- ---------------------------------------- Officer, Director (Principal
David A. Daberko Executive Officer)
/s/ SANDRA H. AUSTIN* Director March 19, 1998
- ----------------------------------------
Sandra H. Austin
/s/ CHARLES H. BOWMAN* Director March 19, 1998
- ----------------------------------------
Charles H. Bowman
/s/ EDWARD B. BRANDON* Director March 19, 1998
- ----------------------------------------
Edward B. Brandon
/s/ JOHN G. BREEN* Director March 19, 1998
- ----------------------------------------
John G. Breen
/s/ JAMES S. BROADHURST* Director March 19, 1998
- ----------------------------------------
James S. Broadhurst
/s/ DUANE E. COLLINS* Director March 19, 1998
- ----------------------------------------
Duane E. Collins
/s/ DANIEL E. EVANS* Director March 19, 1998
- ----------------------------------------
Daniel E. Evans
/s/ OTTO N. FRENZEL III* Director March 19, 1998
- ----------------------------------------
Otto N. Frenzel III
/s/ BERNADINE P. HEALY, M.D.* Director March 19, 1998
- ----------------------------------------
Bernadine P. Healy, M.D.
/s/ JOSEPH H. LEMIEUX* Director March 19, 1998
- ----------------------------------------
Joseph H. Lemieux
/s/ W. BRUCE LUNSFORD* Director March 19, 1998
- ----------------------------------------
W. Bruce Lunsford
/s/ ROBERT A. PAUL* Director March 19, 1998
- ----------------------------------------
Robert A. Paul
/s/ WILLIAM R. ROBERTSON* Director March 19, 1998
- ----------------------------------------
William R. Robertson
/s/ WILLIAM F. ROEMER* Director March 19, 1998
- ----------------------------------------
William F. Roemer
</TABLE>
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<PAGE> 9
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ----------------------------------- ------------------
<S> <C> <C>
/s/ MICHAEL A. SCHULER* Director March 19, 1998
- ----------------------------------------
Michael A. Schuler
/s/ STEPHEN A. STITLE* Director March 19, 1998
- ----------------------------------------
Stephen A. Stitle
/s/ MORRY WEISS* Director March 19, 1998
- ----------------------------------------
Morry Weiss
</TABLE>
*Carlton E. Langer, the undersigned attorney-in-fact, by signing his name
below, does hereby sign this Post-Effective Amendment No. 1 to Form S-4
Registration Statement on behalf of each of the above-indicated officers and
directors of National City (constituting a majority of the directors) pursuant
to a power of attorney executed by such persons and previously filed with the
Securities and Exchange Commission.
Dated: March 19, 1998
/s/ Carlton E. Langer
------------------------------------
Carlton E. Langer
Attorney-in-Fact
II-9
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE NUMBER IN
EXHIBIT SEQUENTIALLY NUMBERED
NUMBER EXHIBIT DESCRIPTION COPY
- ----- ------------------------------------------------------------------------------------------------
<S> <C> <C>
2.1 Agreement and Plan of Merger dated as of November 30, 1997 by and between
National City Corporation and First of America Bank Corporation (filed as
Exhibit 2.1 to Form 8-K dated December 9, 1997 and incorporated herein by
reference).
2.2 Agreement and Plan of Merger dated as of January 12, 1998 by and between
National City Corporation and Fort Wayne National Corporation (filed as
Appendix A to the Prospectus and Proxy Statement contained in Registration
Statement No. 333-45609 on Form S-4 dated as of February 23, 1998 and
incorporated herein by reference).
3.1 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).
3.2 National City Corporation First Restatement of By-laws adopted April 27,
1987 (As Amended through October 24, 1994) (filed as Exhibit 3.2 to
Registrant's Form S-4 Registration Statement No. 33-56539 dated November
18, 1994 and incorporated herein by reference).
4.1 Instruments defining the rights of holders of certain long-term debt of
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.
4.2 Credit Agreement dated as of February 2, 1996, by and between National City
and the banks named therein (filed as Exhibit 4.2 to Registrants' Proxy
Statement Form 14A #001-10074 dated February 6, 1996 and incorporated
herein by reference).
*5.1 Opinion of Carlton E. Langer as to the legality of the National City Common
being registered (filed as Exhibit 5.1).
*8.1 Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax consequences of
the Merger (filed as Exhibit 8.1).
10.1 National City Corporation Short Term Incentive Compensation Plan for Senior
Officers As Amended and Restated Effective January 1, 1995 (filed as
Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and incorporated herein by reference).
10.2 National City Corporation Long Term Incentive Compensation Plan for Senior
Officers as Amended and Restated Effective January 1, 1995 (filed as
Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and incorporated herein by reference).
10.3 National City Corporation Annual Corporate Performance Incentive Plan
Effective January 1, 1995 (filed as Exhibit 10.21 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 and
incorporated herein by reference).
10.4 National City Savings and Investment Plan, As Amended and Restated
Effective July 1, 1992 (filed as Exhibit 10.24 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 and
incorporated herein by reference).
10.5 The National City Savings and Investment Plan No. 2, As Amended and
Restated Effective January 1, 1992 (filed as Exhibit 10.25 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and
incorporated herein by reference).
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10.6 National City Corporation's Amended and Restated 1973 Stock Option Plan, as
amended (filed as Exhibit 10.4 to Registration Statement No. 2-91434) and
amended 1984 Stock Option Plan (filed as Exhibit 10.2 to NCC's Annual
Report on Form 10-K for the fiscal year ended December 31, 1987); both
incorporated herein by reference).
10.7 National City Corporation 1989 Stock Option Plan (filed as Exhibit 10.7 to
NCC's Annual Report on Form 10-K for the fiscal year ended December 31,
1989, and incorporated herein by reference).
10.8 National City Corporation's 1993 Stock Option Plan as Amended and Restated
(filed as Appendix F to Registration Statement No. 333-01697 and
incorporated herein by reference).
10.9 National City Corporation 150th Anniversary Stock Option Plan (filed as
Exhibit 10.9 to Registration Statement No. 33-59487 and incorporated herein
by reference).
10.10 National City Corporation 1997 Stock Option Plan (filed as Exhibit A to
National City Corporation's Proxy Statement Form 14A #000-07229 dated
February 19, 1997 and incorporated herein by reference).
10.11 National City Corporation Plan for Deferred Payment of Directors' Fees, as
amended (filed as Exhibit 10.5 to Registration Statement No. 2-914334 and
incorporated herein by reference).
10.12 National City Corporation Supplemental Executive Retirement Plan, as
Amended and Restated effective January 1, 1997 (filed as Exhibit 10.12 to
Registration Statement No. 333-45609 on Form S-4 dated as of February 23,
1998 and incorporated herein by reference).
10.13 National City Corporation Executive Savings Plan As Amended and Restated
Effective January 1, 1995 (filed as Exhibit 10.9 to NCC's Annual Report on
Form 10-K for its fiscal year ended December 31, 1994, and incorporated
herein by reference).
10.14 National City Corporation Amended and Second Restated 1991 Restricted Stock
Plan (filed as Exhibit 10.9 to Registration Statement No. 33-49823 and
incorporated herein by reference).
10.15 National City Corporation 1997 Restricted Stock Plan (filed as Exhibit B to
National City Corporation's Proxy Statement Form 14A #000-07229 dated
February 19, 1997 and incorporated herein by reference).
10.16 First Kentucky National Corporation 1985 Stock Option Plan (filed as
Exhibit 10.2 to First Kentucky National Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1987, and incorporated herein
by reference).
10.17 First Kentucky National Corporation 1982 Stock Option Plan (filed as
Exhibit 10.3 to First Kentucky National Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1987, and incorporated herein
by reference).
10.18 Form of grant made under National City Corporation 1991 Restricted Stock
Plan made in connection with National City Corporation Supplemental
Executive Retirement Plan as amended (filed as Exhibit 10.10 to NCC's
Annual Report on Form 10-K for the fiscal year ended December 31, 1992, and
incorporated herein by reference).
10.19 Amended Employment Agreement dated July 21, 1989 by and between Merchants
National Corporation or a subsidiary and Otto N. Frenzel, III (filed as
Exhibit 10(21) to Merchants National Corporation Annual Report of Form 10-K
for the fiscal year ended December 31, 1987 and incorporated herein by
reference).
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10.20 Split Dollar Insurance Agreement dated January 4, 1988 between Merchants
National Corporation and Otto N. Frenzel, III Irrevocable Trust II (filed
as Exhibit 10(26) to Merchants National Corporation Annual Report on Form
10-K for the fiscal year ended December 31, 1989 and incorporated herein by
reference).
10.21 Merchants National Corporation Director's Deferred Compensation Plan, as
amended and restated August 16, 1983 (filed as Exhibit 10(3) to Merchants
National Corporation Registration Statement as Form S-2 filed June 28,
1985, incorporated herein by reference).
10.22 Merchants National Corporation Supplemental Pension Plan dated November 20,
1984; First Amendment to the Supplemental Pension Plans dated January 21,
1986; Second Amendment to the Supplemental Pension Plans dated July 3,
1989; and Third Amendment to the Supplemental Pension Plans dated November
21, 1990 (filed respectively as exhibit 10(n) to Merchants National
Corporation Annual Report on Form 10-K for the year ended December 31,
1984; as Exhibit 10(q) to the Merchants National Corporation Annual Report
on Form 10-K for the year ended December 31, 1985; as Exhibit 10(49) to
Merchants National Corporation Annual Report on Form 10-K for the year
ended December 31, 1990; and as Exhibit 10(50) to the Merchants National
Corporation Annual Report on Form 10-K for the year ended December 31,
1990; all incorporated herein by reference).
10.23 Merchants National Corporation Employee Benefit Trust Agreement, effective
July 1, 1987 (filed as Exhibit 10(27) to Merchants National Corporation
Annual Report on Form 10-K for the year ended December 31, 1987,
incorporated herein by reference).
10.24 Merchants National Corporation Non-qualified Stock Option Plan effective
January 20, 1987, and the First Amendment to that Merchants National
Non-qualified Stock Option Plan, effective October 16, 1990 (filed
respectively as Exhibit 10(23) to Merchants National Corporation Annual
Report on Form 10-K by the year ended December 31, 1986, and as Exhibit
10(55) to Merchants National Corporation Annual Report on Form 10-K for the
year ended December 31, 1990, both of which are incorporated herein by
reference).
10.25 Merchants National Corporation 1987 Non-qualified Stock Option Plan,
effective November 17, 1987, and the First Amendment to Merchants National
Corporation 1987 Non-qualified Stock Option Plan, effective October 16,
1990, (filed respectively as Exhibit 10(30) to Merchants National
Corporation Annual Report on Form 10-K by the year ended December 31, 1987,
and as Exhibit 10(61) to Merchants National Corporation Annual Report on
Form 10-K for the year ended December 31, 1990, both of which are
incorporated herein by reference).
10.26 Merchants National Corporation Directors Non-qualified Stock Option Plan
and the First Amendment to Merchants National Corporation Directors
Non-qualified Stock Option Plan effective October 16, 1990 (filed
respectively as Exhibit 10(44) to Merchants National Corporation Annual
Report on Form 10-K for the year ended December 31, 1988, and as Exhibit
10(68) to Merchants National Corporation Annual Report on Form 10-K for the
year ended December 31, 1990, both of which are incorporated herein by
reference).
10.27 Central Indiana Bancorp Option Plan effective March 15, 1991 (filed as
Exhibit 10.26 to Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and incorporated herein by reference).
10.28 Central Indiana Bancorp 1993 Option Plan effective October 12, 1993 (filed
as Exhibit 10.27 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 and incorporated herein by reference).
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10.29 Forms of contracts with David A. Daberko, Vincent A. DiGirolamo, William E.
MacDonald III, Jon L. Gorney, Harold B. Todd, Jr., Robert G. Siefers,
Robert J. Ondercik, Jeffrey D. Kelly, David L. Zoeller, Thomas A.
Richlovsky, James P. Gulick, Gary A. Glaser, J. Christopher Graffeo,
Herbert R. Martens, Jr, Robert E. Showalter, Thomas W. Golonski and James
R. Bell (filed as Exhibit 10.29 to Registration Statement No. on Form S-4
dated as of February 4, 1998 and incorporated herein by reference).
10.30 Split Dollar Insurance Agreement effective January 1, 1994 between National
City Corporation and those individuals listed in Exhibit 10.27 and other
key employees (filed as exhibit 10.28 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 and incorporated herein by
reference).
10.31 National City Corporation Short-Term Incentive Compensation Plan for Senior
Officers--Corporate Results As Amended and Restated Effective January 1,
1996 (filed as Exhibit 10.31 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 and incorporated herein by
reference).
10.32 Consulting Agreement dated as of August 27, 1995 by and between Integra
Financial Corporation and William F. Roemer, (filed as Exhibit 10.30 to
Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1996 and incorporated herein by reference).
10.33 Stock Option Agreement dated as of November 30, 1997 between National City
Corporation ("Grantee") and First of America Bank Corporation ("Issuer")
(filed as Exhibit 2.2 to Form 8-K dated December 9, 1997 and incorporated
herein by reference).
10.34 Stock Option Agreement dated as of November 30, 1997 between National City
Corporation ("Issuer") and First of America Bank Corporation ("Grantee")
(filed as Exhibit 2.3 to Form 8-K dated December 9, 1997 and incorporated
herein by reference).
10.35 Stock Option Agreement dated as of January 12, 1998 between National City
Corporation ("Grantee") and Fort Wayne National Corporation ("Issuer")
(filed as Appendix C to the Prospectus and Proxy Statement contained in
Registration Statement No. 333-45609 on Form S-4 dated as of February 23,
1998 and incorporated herein by reference).
11.1 Computation of Earnings per share (filed as Exhibit 11.1 to Registration
Statement No. 333-45609 on Form S-4 dated as of February 23, 1998 and
incorporated herein by reference).
20.1 Fairness opinion of Merrill Lynch & Co. to First of America Bank Corporation
dated February 19, 1998 (Filed as Exhibit 20.1).
20.2 Fairness opinion of UBS Securities LLC to National City Corporation
dated February 19, 1998 (Filed as Exhibit 20.2).
20.3 Fairness opinion of NationsBanc Montgomery Securities, Inc. to National
City Corporation dated February 19, 1998 (Filed as Exhibit 20.3).
21.1 Subsidiaries (filed as Exhibit 21.1 to Registration Statement No. on Form
S-4 dated as of February 4, 1998 and incorporated herein by reference).
*23.1 Consent of Ernst & Young LLP, Independent Auditors for National City
Corporation and Fort Wayne National Corporation (filed as Exhibit 23.1).
*23.2 Consent of Merrill Lynch & Co. (filed as Exhibit 23.2).
*23.3 Consent of UBS Securities LLC (included in its fairness opinion as filed as
Appendix C to the Prospectus and Joint Proxy Statement contained in this
Registration Statement and incorporated herein by reference).
*23.4 Consent of NationsBanc Montgomery Securities, Inc. (included in its
fairness opinion as filed as Appendix D to the Prospectus and Joint Proxy
Statement contained in this Registration Statement and incorporated herein
by reference).
*23.5 Consent of KPMG Peat Marwick LLP, Independent Auditors for First of America
Bank Corporation (filed as Exhibit 23.5).
*23.6 Consent of Wachtell, Lipton, Rosen & Katz (included in their opinion filed
as Exhibit 8.1 to the Registration Statement and incorporated herein by
reference).
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*23.7 Consent of Carlton E. Langer (included in his opinion filed as Exhibit 5.1
to this Registration Statement and incorporated herein by reference).
*23.8 Consent of Richard F. Chormann (filed as Exhibit 23.8).
*23.9 Consent of John E. Barfield (filed as Exhibit 23.9).
*23.10 Consent of John W. Brown (filed as Exhibit 23.10).
*23.11 Consent of Clifford L. Greenwalt (filed as Exhibit 23.11).
*23.12 Consent of Dorothy A. Johnson (filed as Exhibit 23.12).
*24.1 Powers of Attorney (filed as Exhibit 24.1).
27.1 Financial Data Schedule (filed as Exhibit 27.1 to National City
Corporation's Annual Report on Form 10-K for the fiscal year ended December
31, 1997 and incorporated herein by reference).
*99.1 Form of Proxy to be used in soliciting holders of National City Common for
its Annual Meeting of Stockholders (filed as Exhibit 99.1)
*99.2 Form of Proxy to be used in soliciting holders of FOA Common for its
Special Meeting of Shareholders (filed as Exhibit 99.2)
</TABLE>
* Previously filed.
<PAGE> 1
Exhibit 20.1
Investment Banking Group
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281-1325
212 449 1000
[MERRILL LYNCH LOGO]
February 19, 1998
Board of Directors
First of America Bank Corporation
211 South Rose Street, 3rd Floor
Kalamazoo, MI 49007
Members of the Board:
We understand that it is proposed that National City Corporation ("National
City") and First of America Bank Corporation ("First of America") will enter
into an Agreement and Plan of Merger (the "Agreement"), dated as of November 30,
1997, pursuant to which First of America will be merged with and into National
City in a transaction (the "Merger") in which each outstanding share of First of
America's common stock, par value $10.00 per share (the "First of America
Shares"), will be converted into the right to receive 1.2 shares (the "Exchange
Ratio") of the common stock, par value $4.00 per share, of National City (the
"National City Shares"), all as set forth more fully in the Agreement. In
connection with the Merger, it is also proposed that the parties will each enter
into a Stock Option Agreement, each dated as of November 30, 1997, (the "Option
Agreements") pursuant to which First of America and National City will grant to
the other an option to acquire, under certain circumstances, a certain number of
their respective outstanding common shares, all as set forth more fully in the
Option Agreements.
You have asked us whether, in our opinion, the Exchange Ratio is fair from
a financial point of view to the holders of First America Shares (other than
National City and its affiliates).
In arriving at the opinion set forth below, we have, among other things:
(1) Reviewed certain publicly-available business and financial information
relating to First of America and National City we deemed to be
relevant;
(2) Reviewed certain information, including financial forecasts, relating
to the respective businesses, earnings, assets, liabilities and
prospects of First of America and National City furnished to us by
senior management of First of America and National City, as well as
the amount and timing of the cost savings, revenue enhancements and
related expenses expected to result from the Merger (the "Expected
Synergies") furnished to us by senior management of National City;
(3) Conducted discussions with members of senior management of First of
America and National City concerning the matters described in clauses
(1) and (2) above, as well as their businesses and prospects before
and after giving effect to the merger and the Expected Synergies;
(4) Reviewed the market prices and valuation multiples for the First of
America Shares and the National City Shares and compared them with
those of certain publicly-traded companies which we deemed to be
relevant;
(5) Reviewed the respective financial condition and results of operations
of First of America and National City and compared them with those of
certain publicly-traded companies which we deemed to be relevant;
B-1
<PAGE> 2
[MERRILL LYNCH LOGO]
(6) Compared the proposed financial terms of the Merger with the financial
terms of certain other transactions which we deemed to be relevant;
(7) Participated in certain discussions and negotiations among
representatives of First of America and National City and their
financial and legal advisors;
(8) Reviewed the potential pro forma impact of the Merger;
(9) Reviewed a draft of the Agreement and Plan of Merger and the Stock
Option Agreements; and
(10) Reviewed such other financial studies and analyses and took into
account such other matters as we deemed necessary, including our
assessment of general economic, market and monetary conditions.
In preparing our opinion, we have assumed and relied on the accuracy and
completeness of all information suppled or otherwise made available to us,
discussed with or reviewed by or for us, or publicly available, and we have not
assumed responsibility for independently verifying such information or
undertaken an independent evaluation or appraisal of the assets or liabilities
of First of America or National City or been furnished any such evaluation or
appraisal. We are not experts in the evaluation of allowances for loan losses,
and we have neither made an independent evaluation of the adequacy of the
allowance for loan losses of First of America or National City, nor have we
reviewed any individual credit files relating to First of America or National
City, and, as a result, we have assumed that the aggregate allowance for loan
losses for both First of America and National City is adequate to cover such
losses and will be adequate on a pro forma basis for the combined entity. In
addition, we have not assumed any obligation to conduct, nor have we conducted,
any physical inspection of the properties or facilities of First of America or
National City. With respect to the financial forecast information and Expected
Synergies furnished to or discussed with us by First of America or National
City, we have assumed that they have been reasonably prepared and reflect the
best currently available estimates and judgments of the senior management of
First of America and National City as to the future financial performance of
First of America, National City or the combined entity, as the case may be. We
have further assumed that the Merger will be accounted for as a
pooling-of-interests under generally accepted accounting principles and that it
will qualify as a tax-free reorganization for U.S. federal income tax purposes.
We have also assumed that the final form of the Agreement will be substantially
similar to the last draft received by us from First of America.
Our opinion is necessarily based upon market, economic and other conditions
as they exist and can be evaluated on, and on the information made available to
us as of the date hereof. We have assumed that in the course of obtaining the
necessary regulatory or other constraints or approvals (contractual or
otherwise) for the Merger, no restrictions, including any divestiture
requirements or amendment or modifications, will be imposed that will have a
material adverse affect on the contemplated benefits of the Merger.
We have been retained by the Board of Directors of First of America to act
as financial advisor to First of America in connection with the Merger and will
receive a fee for our services, a significant portion of which is contingent
upon the consummation of the Merger. In addition, First of America has agreed to
indemnify us for certain liabilities arising out of our engagement. We have in
the past two years provided financial advisory, investment banking and other
services to First of America and National City and received customary fees for
the rendering of such services. In the ordinary course of our securities
business, we also may actively trade debt and/or equity securities of First of
America and National City and their respective affiliates for our own account
and the accounts of our customers, and we therefore may from time to time hold a
long or short position in such securities.
This opinion is for the use and benefit of the Board of Directors and First
of America. Our opinion does not address the merits of the underlying decision
by First of America to engage in the Merger and does not constitute a
recommendation to any shareholder of First of America as to how such shareholder
should vote on the proposed Merger.
B-2
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[MERRILL LYNCH LOGO]
We are not expressing any opinion herein as to the prices at which First of
America Shares or National City Shares will trade following the announcement or
consummation of the Merger.
On the basis of and subject to the foregoing, we are of the opinion that,
as the date hereof, the Exchange Ratio is fair from a financial point of view to
the shareholders of First of America (other than National City and its
affiliates).
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
B-3
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Exhibit 20.2
UBS Securities LLC
[UBS LOGO]
February 19, 1998
Board of Directors
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
Members of the Board of Directors:
You have requested our opinion as to the fairness, from a financial point
of view, to National City Corporation (the "Company") of the Exchange Ratio (as
defined below) provided for pursuant to the Agreement and Plan of Merger dated
as of November 30, 1997 (the "Transaction Agreement"), by and between the
Company and First of America Bank Corporation ("Transaction Partner"). Pursuant
to the terms of the Transaction Agreement, the Transaction Partner will be
merged with and into the Company (the "Transaction") and each outstanding share
of common stock, par value $10.00 per share, of Transaction Partner (the "Common
Stock") will be converted into 1.2 shares of common stock, par value $4.00 per
share of the Company (the "Exchange Ratio"). The terms and conditions of the
Transaction are more fully set forth in the Transaction Agreement.
UBS Securities LLC ("UBS"), as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes. In the ordinary course of our
business, we and our affiliates actively trade the securities of the Company and
Transaction Partner for our own account and for the accounts of our customers
and, accordingly, may at any time hold a long or short position in such
securities. We are acting as financial advisor to the Company in connection with
the Transaction and will receive a fee from the Company for our services
pursuant to the terms of our engagement letter with the Company, dated as of
November 25, 1997 (the "Engagement Letter"). In the past, UBS has provided other
investment banking and financial advisory services to the Company and
Transaction Partner for which we have received compensation. UBS may provide
investment banking and financial advisory services to the Company in the future.
In connection with our opinion, we have reviewed and considered such
financial and other matters as we have deemed relevant, including, among other
things: (i) the Transaction Agreement; (ii) certain publicly available
information for the Company and Transaction Partner, including each of the
annual reports of the Company and Transaction Partner filed on Form 10-K for
each of the years ended December 31, 1994, 1995 and 1996, and each of the
quarterly reports of the Company and Transaction Partner filed on Form 10-Q for
each of the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997;
(iii) certain internal financial analyses, financial forecasts, reports and
other information concerning the Company and Transaction Partner prepared by the
respective managements of the Company and Transaction Partner; (iv) certain
third party analysts' estimates as to the future financial performance of the
Company and Transaction Partner; (v) discussions we have had with certain
members of the managements of each of the Company and Transaction Partner
concerning the historical and current business operations, financial conditions
and prospects of the Company and Transaction Partner and such other matters we
deemed relevant; (vi) the reported price and trading histories of the shares of
the common stock of the Company and Transaction Partner as compared to the
reported price and trading histories of certain publicly traded companies we
deemed relevant; (vii) the respective financial conditions of the Company and
Transaction Partner as compared to the financial conditions of certain other
companies we deemed relevant; (viii) certain financial terms of the Transaction
as compared to the financial terms of selected other business combinations we
deemed relevant; and (ix) such other information, financial studies, analyses
and investigations and such other factors that we deemed relevant for the
purposes of this opinion.
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In conducting our review and arriving at our opinion, as contemplated under
the terms of our Engagement Letter with the Company we have, with your consent,
assumed and relied, without independent investigation, upon the accuracy and
completeness of all financial and other information provided to us by the
Company and Transaction Partner, respectively, or publicly available, and we
have not undertaken any responsibility for the accuracy, completeness or
reasonableness of, or independently to verify, such information. We have further
relied upon the assurance of management of the Company that they are unaware of
any facts that would make the information provided to us incomplete or
misleading in any respect. We have, with your consent, assumed that the
forecasted cost savings and other synergies which we examined were reasonably
prepared by management of the Company on bases reflecting the best currently
available estimates and good faith judgments of such management. You have
informed us, and we have assumed, that the Transaction will be recorded as a
pooling-of-interests under generally accepted accounting principles. We have
assumed with your consent that the third party analysts' estimates as to the
future financial performance of the Company and Transaction Partner provide a
reasonable basis for our opinion. We have not made or obtained any independent
evaluations, valuations or appraisals of the assets or liabilities of the
Company or Transaction Partner, nor have we been furnished with such materials.
We have assumed, without independent verification, that the aggregate allowance
for credit losses for the Company and the Transaction Partner are adequate to
cover such losses. Our services to the Company in connection with the
Transaction have been comprised solely of financial advisory services, as
described in the Engagement Letter. Our opinion is necessarily based upon
economic and market conditions and other circumstances as they exist and can be
evaluated by us on the date hereof. We shall have no obligation to update the
opinion set forth herein, unless requested by the Company in writing to do so,
and we expressly disclaim any responsibility to do so in the absence of any such
request.
It is understood that this letter is intended for the benefit and use of
the Board of Directors of the Company in its consideration of the Transaction
and may not be reproduced, disseminated, quoted or referred to at any time, in
any manner or for any purpose without our prior written consent. We hereby
consent to the reference to the opinion of UBS Securities LLC in the Company's
Registration Statement relating to the shares of common stock of the Company to
be issued pursuant to the Transaction Agreement and to the inclusion of the
foregoing opinion in the Proxy Statement relating to the Special Meeting of
Stockholders of the Company. In giving such consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder. This letter does not constitute a
recommendation to or any advice to the Board of Directors to approve the
Transaction or to any stockholder or to take any other action in connection with
the Transaction or otherwise. Furthermore, we express no view as to the price or
trading range for shares of the common stock of the Company following the
consummation of the Transaction.
Based upon and subject to the foregoing, including the various assumptions
and limitations set forth herein, it is our opinion that, as of the date hereof,
the Exchange Ratio is fair, from a financial point of view, to the Company.
Very truly yours,
UBS SECURITIES LLC
C-2
<PAGE> 1
Exhibit 20.3
NATIONSBANC MONTGOMERY SECURITIES, INC.
February 19, 1998
Board of Directors
National City Corporation
National City Center
1900 East Ninth St.
Cleveland, OH 44114-3484
Gentlemen:
We understand that First of America Bank Corporation, a Michigan
corporation ("FOA"), and National City Corporation, a Delaware corporation
("National City"), have entered into a Merger Agreement dated November 30, 1997
(the "Merger Agreement"), pursuant to which FOA will be merged with and into
National City, which will be the surviving entity (the "Merger"). Pursuant to
the Merger, as more fully described in the Merger Agreement, we understand that
each outstanding share of the common stock, $10.00 par value per share ("FOA
Common Stock"), of FOA will be converted into and exchangeable for 1.2 shares of
the common stock, $4.00 par value per share ("National City Common Stock"), of
National City, subject to certain adjustments (the "Consideration"). The terms
and conditions of the Merger are set forth in more detail in the Merger
Agreement.
You have asked for our opinion as investment bankers as to whether the
Consideration to be paid by National City pursuant tot he Merger is fair to
National City from a financial point of view, as of the date hereof.
In connection with our opinion, we have, among other things: (i) reviewed
certain publicly available financial and other data with respect to FOA and
National City, including the consolidated financial statements for recent years
and interim periods to September 30, 1997 and certain other relevant financial
and operating data relating to FOA and National City made available to us from
published sources and from the internal records of FOA and National City; (ii)
reviewed the financial terms and conditions of the Merger Agreement; (iii)
reviewed certain publicly available information concerning the trading of, and
the trading market for, FOA Common Stock and National City Common Stock; (iv)
compared FOA and National City from a financial point of view with certain other
companies in the banking industry which we deemed to be relevant; (v) considered
the financial terms, to the extent publicly available, of selected recent
business combinations of companies in the banking industry which we deemed to be
comparable, in whole or in part, to the Merger; (vi) reviewed and discussed with
representatives of the management of National City and FOA certain information
of a business and financial nature regarding National City and FOA, furnished to
us by them, including financial forecasts of synergies for the Merger; (vii)
reviewed third party analysts' estimates as to the future financial performance
of National City and FOA; (viii) made inquires regarding and discussed the
Merger and the Merger Agreement and other matters related thereto with National
City's counsel; and (ix) performed such other analyses and examinations as we
have deemed appropriate.
In connection with our review, we have not assumed any obligation
independently to verify the foregoing information and have relied on its being
accurate and complete in all material respects. With respect to the financial
forecasts of synergies for the Merger provided to us by National City's
management, upon your advice and with your consent we have assumed for purposes
of our opinion that the forecasts have been reasonably estimated by National
City's management at the time of preparation and that they provide a reasonable
basis upon which we can form our opinion. We have also assumed with your consent
that the third party analysts' estimates as to the future financial performance
of National City and FOA provide a reasonable basis upon which we can form our
opinion. We have assumed that there have been no material changes in National
City's or FOA's assets, financial condition, results of operations, business or
prospects since the respective dates of their last financial statements made
available to us. We have relied on advice of counsel to National City on all
legal matters with
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respect to National City, FOA, the Merger and the Merger Agreement. We have
assumed that the Merger will be consummated in a manner that complies in all
respects with the applicable provisions of the Securities Act of 1933, as
amended (the "Securities Act"), the Securities Exchange Act of 1934 and all
other applicable federal and state statutes, rules and regulations. We are not
experts in the evaluation of loan portfolios for purposes of assessing the
adequacy of the allowances for losses with respect thereto and have assumed,
with your consent, that such allowances for each of National City and FOA are in
the aggregate adequate to cover such losses. In addition, we have not assumed
responsibility for reviewing any individual credit files, or making an
independent evaluation, appraisal or physical inspection of any of the assets or
liabilities (contingent or otherwise) of National City or FOA, nor have we been
furnished with any such appraisals. You have informed us, and we have assumed,
that the Merger will be recorded as a pooling of interests under generally
accepted accounting principles. Finally, our opinion is based on economic,
monetary and market and other conditions as in effect on, and the information
made available to us as of, the date hereof.
We have further assumed with your consent that the Merger will be
consummated in accordance with the terms described in the Merger Agreement,
without any further amendments thereto, and without waiver by National City of
any of the conditions to its obligations thereunder. We have also assumed that
in the course of obtaining the necessary regulatory approvals for the Merger, no
restrictions, including any divestiture requirements, will be imposed that could
have a meaningful effect on the contemplated benefits of the Merger.
We have acted as financial advisor to National City in connection with the
Merger and will receive a fee for our services, including rendering this
opinion, a significant portion of which is contingent upon the consummation of
the Merger.
Based upon the foregoing and in reliance thereon, it is our opinion as
investment bankers that the Consideration to be paid by National City pursuant
to the Merger is fair to National City from a financial point of view, as of the
date hereof.
This opinion is directed to the Board of Directors of National City in its
consideration of the Merger and is not a recommendation to any shareholder as to
how such shareholder should vote with respect to the Merger. Further, this
opinion addresses only the financial fairness of the Consideration to be paid by
National City and does not address the relative merits of the Merger and any
alternatives to the Merger, National City's underlying decision to proceed with
or effect the Merger, or any other aspect to the Merger. This opinion may not be
used or referred to by National City, or quoted or disclosed to any person in
any manner, without our prior written consent, which consent is hereby given to
the inclusion of this opinion in any proxy statement or registration statement
filed with the Securities and Exchange Commission in connection with the Merger.
In furnishing this opinion, we do not admit that we are experts within the
meaning of the term "experts" as used in the Securities Act and the rules and
regulations promulgated thereunder, nor do we admit that this opinion
constitutes a report or valuation within the meaning of Section 11 of the
Securities Act.
Very truly yours,
NATIONSBANC MONTGOMERY
SECURITIES, INC.
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