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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1998
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 Restricted Stock 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
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered(2) Share(3) Price(3) Fee
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Common Stock,
par value of
$4.00 per
share(1) 1,500,000 $67.438 $101,157,000 $29,841.32
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(1) This Registration Statement covers 1,500,000 shares of National City
Corporation Common Stock, par value $4.00 per share ("National City
Common") offered or to be offered by the Registrant under the National
City Corporation 1997 Restricted Stock Plan (the "Plan"). Pursuant to
the Plan, "Eligible Persons" and members of the Registrant's Board of
Directors may be awarded grants (each such grant, an "Award") of one or
more shares of National City Common, which shares shall be subject to
certain restrictions on transfer and alienation set forth in the Plan
(those restrictions, the "Plan Restrictions", and the shares of
National City Common the transfer or alienation of which are
restricted by reason thereof, "Restricted Stock").
(2) Plus such indeterminate number of additional shares as may be offered
or issued as a result of adjustments required by antidilution
provisions contained in the Plan. Moreover, if any participant forfeits
any shares of Restricted Stock that are subject to any Award granted
under the Plan, or any such Award otherwise terminates with respect to
any shares of Restricted Stock thereunder without the Plan Restrictions
being terminated, such shares shall again be available for distribution
in connection with future Awards under the Plan. Pursuant to Rule 416,
this Form S-8 Registration Statement shall be deemed to cover any
additional securities offered or issued pursuant to the Plan in order
to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(3) The registration fee has been calculated in accordance with Rule 457(h)
based upon the average of the high and low prices of the National City
Common reported in the consolidated reporting system on July 28, 1998,
which average was $67.438.
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
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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
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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 ............ Forfeitures
12. Charges and Deductions
and Liens Therefor.................... Not Applicable
13. Registration Information and
Employee Plan Annual Information ..... Registrant Information
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================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRATION 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 Restricted Stock Plan (the
"Plan") to be delivered to eligible persons under the Plan and is not being
filed with or included in this Form S-8 Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, an the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
National City Corporation ("National City") hereby incorporates in this
Registration Statement by reference its 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 10-K 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,
but prior to the filing of a post effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold, 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 be deemed
not, 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 stock to be offered pursuant to the Plan is
registered under Section 12 of the Exchange Act.
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 the Law Department of National City. Certain members of the
Law Department of National City own shares of National City Common and 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
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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
such 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 Restricted Stock Plan.
5.1 Opinion of the Law Department of National City 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
(filed as Exhibit 23.1).
23.2 Consent of the Law Department of National City (included in such Law
Department's opinion filed as Exhibit 5.1 to this Registration
Statement and incorporated herein by reference).
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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:
(1) 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 provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 31st 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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
/s/ SANDRA H. AUSTIN Director
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Sandra H. Austin
/s/ CHARLES H. BOWMAN Director
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Charles H. Bowman
/s/ EDWARD B. BRANDON Director
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Edward B. Brandon
/s/ JOHN G. BREEN Director
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John G. Breen
/s/ JAMES S. BROADHURST Director
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James S. Broadhurst
/s/ DUANE E. COLLINS Director
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Duane E. Collins
/s/ DAVID A. DABERKO Chairman of the Board and Chief
- -------------------------------- Executive Officer (Principal
David A. Daberko Executive Officer)
/s/ DANIEL E. EVANS Director
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Daniel E. Evans
/s/ OTTO N. FRENZEL III Director
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Otto N. Frenzel III
/s/ BERNADINE P. HEALY, M.D. Director
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Bernadine P. Healy, M.D.
Director
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Joseph H. Lemieux
/s/ W. BRUCE LUNSFORD Director
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W. Bruce Lunsford
/s/ ROBERT A. PAUL Director
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Robert A. Paul
/s/ WILLIAM R. ROBERTSON Director and President
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William R. Robertson
/s/ WILLIAM F. ROEMER Director
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William F. Roemer
/s/ MICHAEL A. SCHULER Director
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Michael A. Schuler
/s/ STEPHEN A. STITLE Director
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Stephen A. Stitle
/s/ MORRY WEISS Director
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Morry Weiss
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*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 31, 1998
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EXHIBIT 4.4
NATIONAL CITY CORPORATION
1997 RESTRICTED STOCK PLAN
ARTICLE 1.
ESTABLISHMENT AND PURPOSE OF PLAN
1.1 ESTABLISHMENT OF THE PLAN. National City Corporation hereby establishes
the National City Corporation 1997 Restricted Stock Plan (herein referred to as
the "Plan"). The Plan shall become effective upon the later of (i) when approved
by the stockholders of National City and (ii) when adopted by the Board of
Directors of National City, and shall remain in effect as provided.
1.2 PURPOSE. The purpose of the Plan is to maximize the returns to the
stockholders and promote the long-term profitability and success of National
City by providing equity interests and equity based incentives in National City
to key employees and members of the boards of directors of National City and its
subsidiaries and by providing alternate means of compensation.
1.3 OPERATION OF THE PLAN. The Plan shall be administered by the Board.
ARTICLE 2.
DEFINITIONS
2.1 DEFINITIONS. Whenever used herein, the following terms shall have the
meanings set forth below, unless otherwise expressly provided. When the defined
meaning is intended, the term is capitalized.
(a) "Active Participant" shall mean an Eligible Person who is approved by the
Board for participation in the Plan.
(b) "Award" means the grant to a Participant of a certain number of shares of
Restricted Stock.
(c) "Award Agreement" means the written agreement between the Participant and
National City relating to the Award of Restricted Stock to the Participant.
(d) "Board" means the Board of Directors of National City.
(e) "Change in Control" shall have the meaning set forth in Section 9.2.
(f) "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.
(g) "Committee" means the Compensation and Organization Committee of the
Board, a subcommittee of the Compensation and Organization Committee, or another
committee of Directors of National City appointed by the Board to serve as the
committee responsible for administering the Plan.
4.4-1
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(h) "Common Stock" means the Common Stock, $4.00 par value per share, of
National City or any other securities into which the Common Stock may be
converted or for which they may be exchanged as contemplated by Section 3.3.
(i) "Director" means an elected or appointed member of the Board, but does not
include any honorary member of the Board or other person not entitled as a
matter of law to vote and otherwise participate in regular meetings of the
Board.
(j) "Director Year" means a period of time commencing on the date of the
Corporation's Annual Meeting of Stockholders for any fiscal year of National
City and ending on the day before National City's Annual Meeting of Stockholders
for its next immediately ensuing fiscal year.
(k) "Disability" means, as to a specific Participant, permanent disability as
defined in the provisions of the Award Agreement relating to that Participant.
(l) "Early Retirement" means, as to a specific Participant, early retirement
as defined in the provisions of the Award Agreement relating to that
Participant.
(m) "Eligible Person" means an Employee or a Subsidiary Director.
(n) "Employee" means an individual employed by National City or any
Subsidiary. A member of the Board who is not otherwise an Employee shall not be
deemed an Employee of National City for purposes of this Plan.
(o) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder, all as in effect from time to time.
(p) "Fair Market Value" means, as of any given date and unless otherwise
determined by the Board, 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.
(q) "National City" means National City Corporation, a Delaware Corporation,
or any successor.
(r) "Normal Retirement" means, as to a specific Participant, normal retirement
as defined in the provisions of the Award Agreement relating to that
Participant.
(s) "Participant" means and includes all persons who are then registered
owners of Restricted Stock.
(t) "Plan Restrictions" means the restrictions set forth in Article 5 or 6
hereof on any transfer of Common Stock, or any interest therein, which is the
subject of an Award granted hereunder.
(u) "Restricted Period" means that period of time, as determined pursuant to
the Plan, during which the Common Stock subject of an Award is not transferable
by reason of Plan Restrictions.
(v) "Restricted Stock" means shares of Common Stock the transfer or alienation
of which are restricted by reason of Plan Restrictions.
4.4-2
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(w) "Retirement" means: with respect to Employees, Normal Retirement or Early
retirement as defined hereby; with respect to Subsidiary Directors, as defined
in the provisions of the Award Agreement relating to each Subsidiary Director;
and with respect to Directors who are not employees of National City or its
subsidiaries, that point in time when a director is no longer eligible to stand
for reelection as a Director pursuant to Article III of National City's First
Restatement of By-Laws.
(x) "Subsidiary" means any corporation (other than National City) in an
unbroken chain of corporations beginning with National City if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one or more of the other corporations in the chain.
(y) "Subsidiary Director" means an elected or appointed member of the board of
directors of any Subsidiary, but does not include any person who is an Employee
or a Director.
2.2 GENDER AND NUMBER. Except when otherwise indicated by the context, any
masculine terminology used herein also shall include the feminine, and the
definition of any term in the singular shall include the plural.
ARTICLE 3.
STOCK SUBJECT TO PLAN
3.1 AUTHORIZED AMOUNT. Subject to adjustment as provided by this Plan, the
total number of shares of Common Stock reserved and available for distribution
under the Plan shall be one million five hundred thousand (1,500,000) shares of
Common Stock. Such shares may consist, in whole or in part, of authorized and
unissued shares or treasury shares.
3.2 EFFECT OF FORFEITURES. If any Participant forfeits any shares of
Restricted Stock that are subject to any Award granted hereunder, or any such
Award otherwise terminates with respect to any shares of Restricted Stock
thereunder without the Plan Restrictions being terminated, such shares shall
again be available for distribution in connection with future Awards under the
Plan.
3.3 ADJUSTMENTS. In event of any stock dividend, stock split, combination of
shares, recapitalization or other change in capital structure of National City,
merger, consolidation, spinoff, reorganization, partial or complete liquidation,
issuance of rights or warrants to purchase securities, or any other corporate
transaction or event having an effect similar to any of the foregoing, the Board
may make such substitution or adjustment in the aggregate number of shares of
Common Stock and, if necessary, in the kind of securities reserved for issuance
under the Plan, and in the number of shares subject of outstanding Awards
granted under the Plan in the aggregate or to any Participant and in the number
of shares specified in Section 4.2 hereof, all as may be determined to be
appropriate by the Committee, acting in its sole discretion, provided that the
number of shares subject to any Award shall always be a whole number.
3.4 FRACTIONAL SHARES. National City shall not be required to issue any
fractional share of Common Stock pursuant to this Plan. The Board may provide
for the elimination of fractions or the settlement of fractions in cash.
4.4-3
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ARTICLE 4.
ELIGIBILITY AND PARTICIPATION
4.1 ELIGIBILITY. The Board shall, from time to time, determine those Eligible
Persons who are to receive Awards hereunder. Except as set forth in Article 5
hereof, individuals who are appointed or elected as a Director but who are not
otherwise an Employee shall only be eligible to receive Awards pursuant to
Article 5 of the Plan.
4.2 LIMITATION. No Participant shall have granted to him or to her, or on his
or on her behalf, in one or more Awards, more than two hundred twenty-five
thousand (225,000) shares of Common Stock in the aggregate under this Plan.
4.3 TERMINATION. If a Participant ceases to be an Eligible Person during a
Restricted Period, the Award Agreement shall provide the extent to which the
Plan Restrictions on the Restricted Stock, or any portion thereof, subject of
such Award Agreement shall lapse or whether all or any portion of such
Restricted Stock shall be forfeited. Restricted Stock which is forfeited shall
be returned to National City from the escrow established under Section 6.9, and
the Participant shall have no further interest in such stock.
ARTICLE 5.
DIRECTORS
5.1 DIRECTOR ELIGIBILITY. Annually, during each Director Year, each Director
who is not then an Employee of National City or any Subsidiary shall be entitled
to an Award as provided by this Article 5, provided that no Director shall be
entitled to any Award if (i) there are not a sufficient number of shares of
Common Stock hereunder to make a full Award to Directors in such Director Year,
(ii) if the Plan has been terminated or (iii) if the Board determines to
terminate Director Awards.
5.2 AMOUNT OF AWARD. Unless otherwise determined by the full Board from time
to time, in the Director Year in which the Director is first elected or
appointed as a Director, the Director shall be granted an Award of one thousand
(1,000) shares of Restricted Stock. In each following Director Year when the
individual is re-elected or re-appointed a Director of National City, such
Director shall be granted an Award of two hundred (200) shares of Restricted
Stock.
5.3 OFFSET. Any director award provided for under Section 5.2 of this Plan
shall be reduced by the number of shares of Restricted Stock awarded to such
Director pursuant to the National City Corporation Amended and Second Restated
1991 Restricted Stock Plan as such plan may be amended from time to time.
5.4 GRANT OF AWARDS. Awards to Directors shall be granted in accordance with
Sections 5.1 and 5.2 hereof, and the date of any Award shall be the actual date
of election or appointment, as the case may be, of the grantee as a Director. No
Award Agreement with a Director shall grant to that Director any benefits not
expressly provided by this Article 5, nor shall it limit the Director's rights
to receive dividends on or to vote the Restricted Stock subject of that Award
Agreement. The number of
4.4-4
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shares awarded in any future grants under this section 5.3 shall be adjusted by
the Board as equitably required to prevent dilution or enlargement of the award
to Directors 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
any other corporate transaction or event having an effect similar to any of the
foregoing.
5.5 TERM OF RESTRICTIONS.
(a) The Restricted Period, with respect to the Plan Restrictions on any Award
to a Director under this Article 5, shall terminate, and the Plan Restrictions
on all Restricted Stock shall fully expire, on the earlier of (i) such
Director's death, (ii) such Director's Disability, (iii) a Change in Control or
(iv) a date nine months after the date of the award.
(b) If a Director shall resign, or otherwise no longer be a member of the
Board for reasons other than those set forth in subsection 5.4(a) of this Plan,
then the director's interest in all shares of Restricted Stock previously
awarded to him under this Article 5 shall be terminated and such Restricted
Stock shall be forfeited and returned to National City.
ARTICLE 6.
AWARDS
6.1 GENERAL. The Board shall, from time to time, designate those Eligible
Persons to be granted Awards under the Plan, the number of shares of Restricted
Stock to be granted in an Award to an Eligible Person, the terms upon which the
Plan Restrictions on any Restricted Stock shall lapse and the Restricted Stock
will become freely transferable, and such other conditions as the Board may deem
appropriate. Not all grants of Awards need to be on the same terms and
conditions even though granted at the same time, and the terms of Award
Agreements may vary from time to time and from Participant to Participant,
depending upon the purpose of the Award; provided, however, all Awards shall be
subject of the provisions of Section 6.4 hereof.
6.2 LIMITATION.
(a) Except as expressly provided by Article 5 with respect to Awards to
Directors, the Plan Restrictions established by Section 6.4 hereof on any Award
may be of any length of time as determined by the Board.
(b) No grants of Awards under the Plan may be made after ten (10) years from
the date the Plan becomes effective.
6.3 ADDITIONAL RESTRICTIONS. Restricted Stock Awards shall be expressly
subject to the terms and conditions of this Article 6, but the Board may
establish additional restrictions on the transfer of the Common Stock subject of
any Award.
6.4 PLAN RESTRICTIONS. During the Restricted Period for any Award, a
Participant may not, voluntarily or involuntarily, sell, assign, encumber,
pledge or otherwise transfer any shares of
4.4-5
<PAGE> 6
Restricted Stock subject of the Award, or any interest therein, otherwise than
by will or the law of descent and distribution. Any attempted sale, assignment,
encumbrance, pledge or other transfer of the Restricted Stock or any interest
therein, in derogation of these restrictions shall result in a forfeiture to
National City of all Restricted Stock subject to such attempted transfer.
6.5 STOCKHOLDER RIGHTS. All Restricted Stock shall be registered in the
stockholder records of National City in the name of the Participant to whom the
Award was made. Except for Plan Restrictions, and except for any additional
restrictions contained in the Award Agreement including any assignment of rights
to dividends payable from time to time on the Restricted Stock (cash or
property), the Participant shall have all rights of a holder of Common Stock.
6.6 AWARD AGREEMENT. Each Participant granted an Award of Restricted Stock
shall enter into an Award Agreement with National City in a form specified by
the Board, agreeing to the terms and conditions of the Award and such other
matters as the Board shall in its sole discretion determine, including any
additional conditions of forfeiture. The execution and delivery of the Award
Agreement by the grantee of the Award shall be a condition precedent to the
registration in the name of the grantee of the Restricted Stock subject to the
Award. A failure to execute and deliver the Award Agreement within sixty (60)
days after the grant of an Award may terminate the Award upon the determination
of the Board. The Award Agreement may, but need not, allow the Plan Restrictions
to lapse serially or in total over any period of time as selected by the Board.
If any Participant forfeits any shares of Restricted Stock that are subject to
any Award, or any such award otherwise terminates with respect to any shares of
Restricted Stock thereunder without the Plan Restrictions being terminated, the
Participant shall have no further interest in such Restricted Stock, if any.
6.7 LEGEND. Each certificate issued in respect of Restricted Stock awarded
under the Plan shall be registered in the name of the Participant, shall be
deposited with National City pursuant to Section 6.9 hereof together with a
stock power endorsed in blank and signed by the Participant and shall bear the
following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the National City Corporation 1997 Restricted
Stock Plan and in an Agreement entered into between the registered owner
hereof and National City Corporation."
6.8 LAPSE OF RESTRICTIONS. When the Plan Restrictions imposed by this Article
6 expire or have otherwise been satisfied with respect to one or more shares of
Restricted Stock, subject to Section 11.2 hereof, the Corporation shall deliver
to the Participant (or his legal representative, beneficiary or heir) within
sixty (60) days thereafter Common Stock without the Legend referred to in
Section 6.7 hereof and free of Plan Restrictions. The number of shares of Common
Stock to be released shall be the same number as to which the Plan Restrictions
have lapsed. At that time, the Award Agreement referred to in Section 6.6 as it
relates to such shares of Common Stock delivered to the Participant shall be
terminated.
6.9 ESCROW. Certificates representing shares of Restricted Stock which are the
subject of an Award shall be physically held by National City, or its nominee,
during the Restricted Period. Upon the termination of the Restricted Period,
National City shall cause the certificate representing the shares
4.4-6
<PAGE> 7
of Common Stock subject of the Award to be reissued. If the Plan Restrictions
have been satisfied as to any shares of Restricted Stock, such shares shall be
removed from escrow and delivered to National City for reissuance and delivery
of Common Stock in the name of the Participant in accordance with Section 6.8.
If any shares of Restricted Stock are to be forfeited, such shares shall be
delivered to National City for reissuance in the name of National City.
ARTICLE 7.
RIGHTS OF PARTICIPANTS
7.1 EMPLOYMENT. Nothing in this Plan shall interfere with or limit in any way
the right of National City to terminate a Participant's employment at any time
with National City or any Subsidiary nor confer upon any Participant any right
to continue in the employ of National City.
7.2 RESTRICTIONS ON ASSIGNMENTS. The interest of a Participant or his or her
beneficiary under this Plan may not be sold, assigned, encumbered or transferred
in any manner, either voluntarily or involuntarily, and any attempt to alienate,
sell, transfer, assign, pledge encumber, or charge the same shall be null and
void; neither shall the benefits hereunder be liable for or subject to the
debts, contracts, liabilities, engagements, or torts of any person to whom such
benefits or funds are payable, nor shall they be subject to garnishment,
attachment, or other legal or equitable process, nor shall they be an asset in
bankruptcy.
ARTICLE 8.
ADMINISTRATION
8.1 ADMINISTRATION. The Plan shall be administered by the Board in accordance
with any administrative guidelines and any rules that may be established from
time to time by the Board. Except as expressly provided by Article 5 hereof, the
procedures, standards and provisions of this Plan for determining eligibility
for and amounts of Awards in themselves confer no rights, duties or privileges
upon participants nor place obligations upon either the Board or National City,
and accordingly, the Board may, in making such determinations hereunder, deviate
from such procedures and standards in whatever manner that it, in its judgment,
deems appropriate.
The Board's interpretation of this Plan or of any term of an Award granted
pursuant thereto shall be final and binding on all Participants.
The Board shall have the authority to establish, adopt or revise such rules or
regulations relating to the Plan as it may deem necessary or advisable for the
administration of the Plan. The Board may elect to defer the effective date of
the Plan or the granting of any Award or the lapsing of any Plan Restrictions,
if the Board determines that such actions may be necessary to be in compliance
with any State or Federal statute, regulatory authority or judicial order.
The Board shall have full power and authority to interpret, construe and
administer the Plan and all Awards Agreements and its interpretations and
construction hereof, and actions hereunder, including
4.4-7
<PAGE> 8
the timing, form, amount or recipient of any payment to be made hereunder, and
its decisions shall be binding and conclusive on all persons for all purposes.
The Board may from time to time delegate all or any part of its authority
under this Plan to a Committee. To the extent of such delegation, references
herein to the "Board" shall include the Committee. The Board may name assistants
who may be, but need not be, members of the Board. Such assistants shall serve
at the pleasure of the Board, and shall perform such functions as are provided
for herein and such other functions as may be assigned by the Board.
No member of the Board or any assistant shall be liable to any person for any
action taken or omitted in connection with the interpretation or administration
of this Plan or any Award Agreement unless attributable to his or her own
willful misconduct or lack of good faith.
ARTICLE 9.
CHANGE IN CONTROL
9.1 TREATMENT OF AWARDS. In the event of a change in Control all Plan
Restrictions shall lapse and be of no further force or effect and National City
shall cause all outstanding Restricted Stock to be exchanged for Common Stock
free of the legend set forth in Section 6.7 and of the Plan Restrictions.
9.2 DEFINITION OF CHANGE IN CONTROL. Change in Control shall mean the
occurrence of any of the following events:
(a) National City is merged, consolidated or reorganized into or with another
corporation or other legal person, and as a result of such merger, consolidation
or reorganization less than sixty-five percent of the combined voting power of
then-outstanding securities of such corporation or person immediately after such
transaction are held in the aggregate by the holders of Voting Stock immediately
prior to such transaction;
(b) National City sells or otherwise transfers all or substantially all of its
assets to another corporation or other legal person, and as a result of such
sale or transfer less than sixty-five percent of the combined voting power of
the then-outstanding securities of such corporation or person immediately after
such sale or transfer is held in the aggregate by the holders of Voting stock
immediately prior to such sale or transfer;
(c) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report), each as promulgated pursuant to the
Exchange Act disclosing that any person (as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial
owner (as the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of securities
representing 15% or more of the combined voting power of the Voting Stock;
(d) National City files a report or proxy statement with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,
disclosing in response to Form 8-K or Schedule 14A (or any successor schedule,
form or report item therein) that a change in control of
4.4-8
<PAGE> 9
National City has occurred or will occur in the future pursuant to any
then-existing contract or transaction; or
(e) If, during any period of two consecutive years, individuals who at the
beginning of such period constitute the Directors cease for any reason to
constitute at least a majority thereof; provided, however, that for purposes of
this clause (e) each Director who is first elected, or first nominated for
election by National City's stockholders, by a vote of at least two-thirds of
the Directors (or a committee thereof) then still in office who were Directors
at the beginning of any such period will be deemed to have been a Director at
the beginning of such period.
Notwithstanding the foregoing provision of paragraphs (c) or (d) above unless
otherwise determined in a specific case by majority vote of the Board, a "Change
in Control" shall not be deemed to have occurred for purposes of paragraphs (c)
or (d) above, solely because (1) National City, (2) an entity in which National
City directly or indirectly beneficially owns 50% or more of the voting equity
securities (a "Subsidiary"), or (3) any employee stock ownership plan or any
other employee benefit plan of National City or any Subsidiary either files or
becomes obligated to file a report or proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) under the Exchange Act disclosing
beneficial ownership by it of shares of Voting Stock, whether in excess of 15%
or otherwise, or because National City reports that a change in control of
National City has occurred or will occur in the future by reason of such
beneficial ownership.
9.3 EFFECTIVE DATE OF CHANGE IN CONTROL. Notwithstanding the foregoing, in the
event a Change in Control ultimately results from discussions or negotiations
involving National City or any of its officers or directors, the "Effective
Date" of such Change in Control shall be the date such discussions or
negotiations commenced; otherwise, such Effective Date or Change in Control
shall be Implementation Date of such Change in Control.
9.4 IMPLEMENTATION DATE OF CHANGE IN CONTROL. The "Implementation Date" shall
be the earliest to occur of the events specified in subsections (a), (b), (c),
(d) or (e) of Section 9.2.
ARTICLE 10.
AMENDMENT OR TERMINATION
10.1 AMENDMENT. The Board may amend any provision of this Plan or any
agreement thereunder at any time; provided, however, that without the approval
of the stockholders of National City, no amendment may be made that would
increase the maximum number of shares to be granted under the Plan either in
aggregate or individually (except that adjustments authorized by Paragraph 3.3
of this Plan shall not be limited by this provision), or extend the term during
which Awards may be granted under the Plan. The Board shall also have the right
to terminate the Plan or Article 5 hereof at any time. If the Plan is
terminated, Awards previously made shall nevertheless continue in accordance
with the provisions of the Plan and Award Agreement as in effect prior to the
Plan's termination.
4.4-9
<PAGE> 10
10.2 OMISSION. The Board may for any period of time refrain from designating
any Participants or may refrain from making any Awards, but such action shall
not be deemed a termination of the Plan. No employee shall have any claim or
right to be granted Awards under the Plan.
ARTICLE 11.
MISCELLANEOUS
11.1 EXPENSE. All expenses and costs in connection with the operation of the
Plan shall be borne by National City.
11.2 WITHHOLDING TAXES. National City shall be entitled to take appropriate
measures to withhold from the shares of Common Stock becoming free of Plan
Restrictions or to otherwise obtain from the Participant sufficient sums for the
amount National City deems necessary to satisfy any applicable Federal, state
and local income tax withholding obligations or to make other appropriate
arrangements with Participants to satisfy such obligations.
11.3 LAWS GOVERNING. This Plan shall be construed in accordance with and
governed by the laws of the State of Delaware.
11.4 PLAN BINDING NATIONAL CITY, EMPLOYEES AND THEIR SUCCESSORS. 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.
4.4-10
<PAGE> 1
July 31, 1998
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
Re: National City Corporation 1997 Restricted Stock Plan (the "Plan")
Ladies and Gentlemen:
I am Assistant General Counsel of National City Corporation ("National
City"), a corporation organized under the Delaware General Corporation Law.
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
opinion hereinafter set forth in this opinion letter, and based on that
examination, the Law Department is of the opinion that 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) by National City pursuant to any Award which has been granted
or which may be granted under the Plan will, when so issued or transferred, as
the case may be, be legally issued, fully paid, and non-assessable.
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 which may be issued or transferred under the Plan and (ii) the reference
to certain members of the Law Department 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 Restricted Stock 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 24, 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 and 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 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>
