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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 13, 1998
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(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 5. Other Events
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On January 12, 1998, the Registrant announced the signing of a
definitive agreement to acquire Fort Wayne National Corporation ("FWNC")
significantly expanding its banking presence in northern Indiana. FWNC has
assets of $3.3 billion.
Under the terms of the agreement, FWNC shareholders will receive .75
shares of the Registrant's common stock for each share of FWNC common stock in a
tax free exchange. Based on the Registrant's closing stock price of $59.25 per
share on January 9, 1998, the transaction has a total value of $800 million and
represents an exchange value of $44.44 for each common share of FWNC.
The Registrant had previously announced, on December 1, 1997, the
signing of a definitive agreement to merge with First of America Bank
Corporation, of Kalamazoo, Michigan. On a pro-forma basis, given the effect of
both transactions, the combined company will have assets of $78.2 billion and
deposits of $50.9 billion. The transactions will make the Registrant the second
largest bank in Indiana, with deposits totaling $7.7 billion.
Subject to regulatory and stockholder approvals, the acquisition of
FWNC is expected to close early in the second quarter of 1998.
The integration of FWNC will be led by the Registrants Vice Chairman
and Chief Financial Officer Robert G. Siefers, who is also coordinating the
merger of First of America. The acquisition of FWNC is expected to add to the
Registrants earnings, beginning in 1999.
Cost savings are expected to be achieved in the first full year of
operation from consolidation of staff functions and back-office processing. The
Registrant also expects to achieve revenue enhancements by exporting its
products and services to FWNC markets, especially to its middle-market
commercial customers. As with all financial projections, there are factors that
could cause the actual results to differ materially from such estimates, such
as changes in economic conditions and other factors.
Underscoring its commitment to the employees and customers of FWNC,
the Registrant has committed to moving 100 jobs to the northern Indiana market.
The Registrant will also establish a $5 million charitable foundation to benefit
all of FWNC communities. The foundation will be administered by a board of
trustees under the leadership of Mr. Johnston.
M. James Johnston, chairman and CEO of FWNC will become area president
for the Registrant's northern Indiana banking region, reporting to Chris
Graffeo, president and CEO of the Indiana bank.
Reference is made to the News Release, dated January 12, 1998, a copy
of which is filed as Exhibit 99.1 to this Current Report of Form 8-K and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: None.
b) PRO FORMA FINANCIAL INFORMATION: None.
c) EXHIBIT: Exhibit 99.1 Press Release dated January 12, 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: January 13, 1998 By /s/ David P. Lewis
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David P. Lewis
Vice President and Attorney
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Exhibit 99.1
NATIONAL CITY CORPORATION
P.O. Box 5756
[NATIONAL CITY LOGO] Cleveland, OH 44101-0756
NEWS RELEASE
FOR MORE INFORMATION CONTACT
ANALYST INQUIRIES: MEDIA INQUIRIES:
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Thomas A. Richlovsky Dan Shingler
National City Corporation National City Corporation
(216) 575-2126 (216) 575-2441
Karen Kasper Dan Rozelle
For Wayne National Corporation Fort Wayne National Corporation
(219) 426-0555 ext. 2513 (219) 426-0555 ext. 2950
PHOTOS AVAILABLE UPON REQUEST
FOR IMMEDIATE RELEASE
NATIONAL CITY CORPORATION TO ACQUIRE
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FORT WAYNE NATIONAL CORPORATION
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CLEVELAND, OHIO--January 12, 1998--National City Corporation
(NYSE:NCC) today announced the signing of a definitive agreement to acquire
Fort Wayne National Corporation (NASDAQ:FWNC), significantly expanding its
banking presence in northern Indiana. Fort Wayne National has assets of $3.3
billion.
Under the terms of the agreement, Fort Wayne National shareholders
will receive .75 shares of National City common stock for each share of Fort
Wayne National common stock in a tax free exchange. Based on National City's
closing stock price of $59.25 per share on January 9, 1998, the transaction has
a total value of $800 million and represents an exchange value of $44.44 for
each common share of Fort Wayne National Corporation.
National City had previously announced, on December 1, 1997, the
signing of a definitive agreement to merge with First of America Bank
Corporation, of Kalamazoo, Michigan. On a pro-forma basis, given the effect of
both transactions, the combined company will have assets of $78.2 billion and
deposits of $50.9 billion. The transactions will make National City the second
largest bank in Indiana, with deposits totaling $7.7 billion.
Subject to regulatory and stockholder approvals, the acquisition of
Fort Wayne National is expected to close early in the second quarter of 1998.
Davis A. Daberko, chairman and chief executive officer of National
City, stated, "I am very pleased to announce this transaction. Coupled with our
pending merger with First of America, we will have excellent opportunities to
grow in Indiana, which we have long seen as an extremely attractive geographic
region for our core businesses."
M. James Johnston, chairman and chief executive officer of Fort Wayne
National Corporation, stated, "Partnering with National City reflects our strong
commitment to our customers and our shareholders. We believe National City will
provide a more competitive product set, as well as the resources to provide our
customers with the most up-to-date technology and conveniences. National City
also has a long history of consistently providing high returns to its
shareholders."
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The integration of Fort Wayne National will be led by National City
Vice Chairman and Chief Financial Officer Robert G. Siefers, who is also
coordinating the merger of First of America. The acquisition of Fort Wayne
National is expected to add to National City's earnings, beginning in 1999.
Cost savings are expected to be achieved in the first full year of
operation from consolidation of staff functions and back-office processing.
National City also expects to achieve revenue enhancements by exporting its
products and services to Fort Wayne National's markets, especially to its
middle-market commercial customers. As with all financial projections, there are
factors that could cause the actual results to differ materially from such
estimates, such as changes in economic conditions and other factors.
Underscoring its commitment to the employees and customers of Fort
Wayne National, National City has committed to moving 100 jobs to the northern
Indiana market. National City will also establish a $5 million charitable
foundation to benefit all of Fort Wayne National's communities. The foundation
will be administered by a board of trustees under the leadership of Mr.
Johnston.
MANAGEMENT STRUCTURE
M. James Johnston, chairman and CEO of Fort Wayne National, will become
area president for National City's northern Indiana banking region, reporting to
Chris Graffeo, president and CEO of the Indiana bank.
PROFILE OF FORT WAYNE NATIONAL CORPORATION
Fort Wayne National Corporation (NASDAQ:FWNC), headquartered in Fort
Wayne, Indiana, is a $3.3 billion bank holding company which has $2.0 billion in
loans and $2.4 billion in deposits. The company engages in retail and commercial
banking, primarily through its network of 64 branches throughout northern
Indiana.
PROFILE OF NATIONAL CITY CORPORATION
National City Corporation (NYSE:NCC) is a $53 billion diversified
financial services company based in Cleveland, Ohio. National City operates
banks and other financial services subsidiaries principally in Ohio, Indiana,
Kentucky and Pennsylvania. On December 1, 1997, National City announced a
definitive agreement to merge with First of American Bank Corporation, a $22
billion asset bank holding company headquartered in Kalamazoo, Michigan. That
transaction is expected to close in the second quarter 1998, subject to
regulatory and stockholder approval. National City can be found on the world
wide web at www.national-city.com.
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