<PAGE> 1
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
MARCH 31, 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 officer) (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 March 30, 1998 National City Corporation ("National City") announced
that at its annual meeting, stockholders approved the merger of First of America
Bank Corporation with and into National City. Also at the meeting, stockholders
elected the slate of directors listed in the proxy statement and ratified and
appointment of Ernst & Young LLP as independent auditors.
Separately, at each of the respective special meetings of shareholders
of Fort Wayne National Corporation and First of America Bank Corporation, the
respective mergers of those companies with and into National City were approved.
With these actions, all substantive conditions for closing both transactions
have been met, and both transactions are anticipated to close no later than
March 31, 1998.
At the Board of Directors meeting immediately following the National
City annual meeting, the Board authorized the repurchase of up to two million
shares of common stock subject to a purchase limit of $160 million. Any
repurchases under this authorization will be held as treasury shares for the
shares issued or to be issued in connection with the acquisition of Fort Wayne
National Corporation. This repurchase authority will expire upon consummation of
National City's merger with First of America Bank Corporation. Following the use
or expiration of this repurchase authority, National City will have no
outstanding share repurchase authorizations.
Also at the meeting, a cash dividend of $.46 per share was declared on
National City Corporation's common stock. The dividend is payable May 1, 1998,
to stockholders of record April 10, 1998. In addition, subject to its issuance
in connection with the acquisition of Fort Wayne National Corporation, a cash
dividend of $.75 per share was declared on National City's 6% Cumulative
Convertible Preferred Stock, Series 1, payable July 1, 1998 to stockholders of
record June 10, 1998.
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 March 30, 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: March 31, 1998 By /s/ David P. Lewis
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David P. Lewis
Vice President and Attorney
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Exhibit 99.1
Courtesy of PR NEWSWIRE
/FROM PR NEWSWIRE CLEVELAND 216-566-7777/
[STK] NCC
[IN] FIN
[SU] TNM
TO BUSINESS EDITOR:
National City Announces Merger Approvals
PITTSBURGH, March 30 /PRNewswire/ -- National City Corporation (NYSE: NCC)
today announced that at its annual meeting, stockholders approved the merger of
First of America Bank Corporation with and into National City. Also at the
meeting, stockholders elected the slate of directors listed in the proxy
statement and ratified the appointment of ERNST & YOUNG LLP as independent
auditors.
Separately, at each of the respective special meetings of shareholders of
Fort Wayne National Corporation and First of America Bank Corporation, the
respective mergers of those companies with and into National City were approved.
With these actions, all substantive conditions for closing both transactions
have been met, and both transactions are anticipated to close no later than
March 31, 1998.
At the Board of Directors meeting immediately following the National City
annual meeting, the Board authorized the repurchase of up to two million shares
of common stock subject to a purchase limit of $160 million. Any repurchases
under this authorization will be held as treasury shares for the shares issued
or to be issued in connection with the acquisition of Fort Wayne National
Corporation. This repurchase authority will expire upon consummation of National
City's merger with First of America Bank Corporation. Following the use or
expiration of this repurchase authority, National City will have no outstanding
share repurchase authorizations.
Also at the meeting, a cash dividend of $.46 per share was declared on
National City Corporation's common stock. The dividend is payable May 1, 1998,
to stockholders of record April 10, 1998. In addition, subject to its issuance
in connection with the acquisition of Fort Wayne National Corporation, a cash
dividend of $.75 per share was declared on National City's 6% Cumulative
Convertible Preferred Stock, Series 1, payable July 1, 1998 to stockholders of
record June 10, 1998.
Profile of Fort Wayne National Corporation
Fort Wayne National Corporation, headquartered in Fort Wayne, Indiana, is a
$3.3 billion bank holding company which has $2.0 billion in loans and $2.6
billion in deposits. The company engages in retail and commercial banking,
primarily through its network of 64 branches throughout northern Indiana.
Profile of First of America Bank Corporation
First of America Bank Corporation, headquartered in Kalamazoo, Michigan is a
$21 billion bank holding company which has $14 billion in loans and $16 billion
in deposits in Michigan, Illinois and Indiana. The company engages in commercial
and retail banking as well as in mortgage origination services. The corporation
also provides trust, insurance and other financial services, through its Trust
and Financial Services Division. First of America is ranked 39th among banking
companies in the United States, based on total assets.
Profile of National City Corporation
National City Corporation is a $55 billion diversified financial services
company headquartered in Cleveland, Ohio. National City operates banks and other
financial service subsidiaries principally in Ohio, Kentucky, Indiana and
Pennsylvania. National City can be found on the Internet at
www.national-city.com.
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SOURCE National City Corporation
-0- 3/30/98
/CONTACT: Thomas A. Richlovsky, Investor Relations, 216-575-2126, or Dan
Shingler, Corporate Communications, 216-575-2441, both of National City/
/Company News On-Call: http://www.prnewswire.com or fax, 800-758-5804,
ext. 602980/
/Web site: http://www.national-city.com/
CO: National City Corporation; Fort Wayne National Corporation; First of
America Bank Corporation
ST: Ohio; Michigan; Indiana
IN: FIN
SU: TNM
KB-MG
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