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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
APRIL 14, 1998
(Date of Report)
National City Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-10074 34-1111088
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(State or other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification No.)
1900 East Ninth Street, Cleveland, Ohio 44114
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(Address of principal executive offices) (Zip Code)
216-575-2000
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
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On March 31, 1998, the merger of First of America Bank Corporation ("FOA") into
National City Corporation ("Registrant") was consummated. The merger was
structured as a tax-free reorganization under Section 368 of the Internal
Revenue Code of 1986, as amended, and qualified as a pooling-of-interests for
financial accounting purposes.
Pursuant to the Agreement and Plan of Merger by and between Registrant and FOA
dated November 30, 1997 (the "Agreement"), FOA was merged into Registrant with
Registrant being the surviving entity. Each outstanding share of FOA Common
Stock, par value $10.00 per share, ("FOA Common") (except shares held by FOA,
Registrant or any of their direct or indirect wholly owned subsidiaries (other
than shares of FOA Common held in trust accounts, managed accounts or in any
similar manner as trustee or in a fiduciary capacity or acquired in satisfaction
of debts previously contracted)) was converted into the right to receive 1.20
shares of Registrant's common stock, par value $4.00 per share ("Registrant
Common Stock").
No fractional shares of Registrant Common Stock will be issued in the merger. In
lieu thereof, each holder of FOA Common who otherwise would have been entitled
to a fractional share of Registrant Common Stock will receive cash in an amount
determined by multiplying such fraction by $69.2969.
Effective at the merger, the directors and officers of Registrant continued as
the directors and officers of Registrant. In addition, effective at the merger,
the size of Registrant's board of directors was expanded by 5 and Jon E.
Barfield, John W. Brown, Richard F. Chormann, Clifford L. Greenwalt and Dorothy
A. Johnson were appointed directors of Registrant.
FOA was a regional multibank holding company registered under the Bank Holding
Company Act of 1956, as amended, and was incorporated under the laws of the
state of Michigan. At December 31, 1997, FOA had consolidated total assets of
$21 billion and consolidated total deposits of $16 billion. FOA also has
divisions and non-bank subsidiaries which provide mortgage, trust, data
processing, pension consulting, revolving credit, insurance, securities
brokerage and underwriting, and investment advisory services.
The Registrant does not currently intend to dispose of a significant part of
FOA's assets except for in the ordinary course of business or to eliminate
duplicate facilities or excess capacity. The Registrant intends to continue to
operate as a multibank holding company registered under the Bank Holding Company
Act of 1956, as amended.
Reference is made to the News Release, dated March 31, 1998, a copy of which is
filed as Exhibit 99.1 to this Current Report on Form 8-k and is incorporated
herein by reference.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired. Included in First of
America Bank Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 and incorporated herein by reference.
(b) Pro Forma Financial Information. Included in Registrant's
Registration Statement No. 333-46571 on Form S-4 dated February 19, 1998 and
incorporated herein by reference.
(c) Exhibits.
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).
23.1 Consent of KPMG Peat Marwick LLP
99.1 News Release, dated March 31, 1998 incorporated herein by
reference.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated April 14, 1998 By: /s/ Carlton E. Langer
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Carlton E. Langer
Vice President.
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Exhibit 23.1
KPMG Peat Marwick LLP
Peat Marwick Plaza
303 East Wacker Drive
Chicago, IL 60601-5255
The Board of Directors
First of America Bank Corporation:
We consent to the incorporation by reference in the registration statement (No.
333-46571) on Form S-4 of National City Corporation of our report dated January
20, 1998, with respect to the consolidated balance sheet of First of America
Bank Corporation and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statement of earnings, stockholders equity and cash flows
for each of the years in the three-year period ended December 31, 1997, which
report appears in the Form 8-K of National City Corporation dated April 9, 1998.
/s/ KPMG Peat Marwick LLP
April 13, 1998
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Exhibit 99.1
[National City Logo] NATIONAL CITY CORPORATION
P. O. Box 5756
Cleveland, OH 44101-0756
FOR MORE INFORMATION CONTACT: News Release
ANALYST INQUIRIES: MEDIA INQUIRIES:
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Thomas A. Richlovsky Brad Hemstreet Dan Shingler
National City Corporation National City Corporation National City Corporation
(216)575-2126 (216)575-2440 (216)575-2441
PHOTOS AVAILABLE UPON REQUEST
FOR IMMEDIATE RELEASE
NATIONAL CITY CORPORATION COMPLETES MERGER
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WITH FIRST OF AMERICA BANK CORPORATION
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CLEVELAND, OHIO--March 31, 1998--National City Corporation (NYSE:NCC)
today announced it has completed its merger with First of America Bank
Corporation.
The transaction creates the 13th largest banking organization in the
U.S. in terms of total assets. National City is now a $79 billion asset bank
holding company based in Cleveland, Ohio. First of America was a $21.1 billion
asset bank holding company headquartered in Kalamazoo, Michigan. National City
now serves more than eight million households in six states and has a
significant presence in 17 of the top 100 Metropolitan Statistical Areas in the
country.
As previously stated, former First of America shareholders will
receive, in a tax-free exchange, 1.2 shares of National City common stock for
each share of First of America common stock.
With the completion of the merger, Richard F. Chormann has been
elected as a vice chairman of National City Corporation. He will continue to
serve as chairman of National City's Michigan and Illinois banks. Paul G. Clark,
who has been National City's lead executive in the Michigan and Illinois
markets during the integration has been named an executive vice president of
National City Corporation.
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With the completion of the merger, five former members of First of
America Bank Corporation's board of directors join National City's board.
The new board members are:
- John E. Barfield
- John W. Brown
- Richard F. Chormann
- Clifford L. Greenwalt
- Dorothy A. Johnson
PROFILE OF NEW NATIONAL CITY CORPORATION BOARD MEMBERS
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JON E. BARFIELD, age 46, is chairman and chief executive officer of
Bartech, Inc., a provider of contract employment and related staffing services,
in Livonia, Michigan. He is also a director of Tecumseh Products Company in
Tecumseh, Michigan. Mr. Barfield became a director of First of America in
August 1993.
JOHN W. BROWN, age 63, is chairman, president and chief executive
officer of Stryker Corporation, Kalamazoo, Michigan, a manufacturer of surgical
and medical products. Mr. Brown was appointed a director of First of America in
1992.
RICHARD F. CHORMANN, age 60. Mr. Chormann is a vice chairman of
National City Corporation and chairman of National City's Michigan and Illinois
banks. Mr. Chormann previously served as chairman, president and chief executive
officer of First of America since May 1996. He has been employed by First of
America and its predecessor since 1958. Mr. Chormann became a director of First
of America in 1984.
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CLIFFORD L. GREENWALT, age 65, is retired president and chief
executive officer and a director of CIPSCO Incorporated, a utility holding
company. He is also a retired president and chief executive officer of Central
Illinois Public Service Company, Springfield, Illinois, a subsidiary of CIPSCO.
He became a director of First of America in 1989.
DOROTHY A. JOHNSON, age 57, is president and chief executive officer
of the Council of Michigan Foundations, Grand Haven, Michigan, an association
of foundations and corporations making charitable contributions. Mrs. Johnson
became a director of First of America in 1985.
PROFILE OF PAUL G. CLARK
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Paul G. Clark is an executive vice president of National City
Corporation. He had been executive vice president of retail banking at National
City Bank of Pennsylvania since 1995. Mr. Clark began his business career with
National City as a management trainee in 1976. He was made an officer in 1982
and assistant vice president in corporate banking in 1984. A year later he was
named vice president. In 1989 he was promoted to senior vice president.
PROFILE OF NATIONAL CITY CORPORATION
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National City Corporation is a $79 billion bank holding company based
in Cleveland, Ohio. The company offers a full range of financial services,
ranging from investment banking and brokerage services to traditional banking
services for individuals and businesses. National City has branch officers in
the states of Ohio, Pennsylvania, Michigan, Indiana, Kentucky and Illinois.
National City can be found on the World Wide Web at WWW.NATIONAL-CITY.COM.
