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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
MARCH 9, 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 March 5, 1998 the Registrant announced the proposed mergers of First
of America Bank Corporation and Fort Wayne National Corporation with and into
National City Corporation have each been approved by the Board of Governors of
the Federal Reserve System. Remaining state regulatory approvals are expected
shortly. The prospectus and proxy statement for each transaction has been mailed
to stockholders. Stockholder meetings are scheduled for March 30, 1998 as
follows:
- National City Corporation, 10:30 a.m., March 30, Pittsburgh,
Pennsylvania
- First of American Bank Corporation, 9 a.m., March 30, Kalamazoo,
Michigan
- Fort Wayne National Corporation, 10 a.m., March 30, Fort Wayne,
Indiana
Assuming all anticipated approvals are received on or before March 30, 1998,
the closing dates for the merger transactions are expected to be:
- Fort Wayne National Corporation, March 30, 1998
- First of America Bank Corporation, March 31, 1998
Based on the above schedule, First of America and Fort Wayne National
stockholders will be eligible for the upcoming National City common stock
dividend, which customarily is declared in late March for payment May 1 to
stockholders of record on a date in early April. All stockholders of record of
National City common stock as of the record date will be entitled to the
expected National City May 1, dividend.
Based on the expected closing dates, the common stockholders of First
of America and Fort Wayne National will receive the National City cash dividend
instead of the previously declared First of America cash dividend and the
customary Fort Wayne National second quarter dividend. The previously declared
dividend on Fort Wayne National Corporation's preferred stock will be
paid April 1 to stockholders of record March 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 5, 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 9, 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 LOGO] NATIONAL CITY CORPORATION
P.O. Box 5756
Cleveland, OH 44101-0756
FOR INFORMATION CONTACT: NEWS RELEASE
Thomas A. Richlovsky Jennifer D. Cox Karen M. Kasper
National City Corp. First of America Corp. Fort Wayne National Corp.
(216) 575-2126 (616) 376-7115 (219) 426-0555 ext. 2513
FOR IMMEDIATE RELEASE
NATIONAL CITY EXPECTS TO CLOSE FORT WAYNE NATIONAL
CORPORATION, FIRST OF AMERICA BANK CORPORATION MERGERS
BY END OF MARCH
CLEVELAND, Ohio--March 5, 1998-- The proposed mergers of First of
America Bank Corporation (NYSE:FOA) and Fort Wayne National Corporation
(NASDAQ:FWNC) with and into National City Corporation (NYSE:NCC) have each been
approved by the Board of Governors of the Federal Reserve System. Remaining
state regulatory approvals are expected shortly. The prospectus and proxy
statement for each transaction has been mailed to stockholders. Stockholder
meetings are scheduled for March 30, 1998 as follows:
- National City Corporation, 10:30 a.m., March 30, Pittsburgh,
Pennsylvania
- First of America Bank Corporation, 9 a.m., March 30, Kalamazoo,
Michigan
- For Wayne National Corporation, 10 a.m., Fort Wayne, Indiana
Assuming all anticipated approvals are received on or before March 30, 1998,
the closing dates for the merger transactions are expected to be:
- Fort Wayne National Corporation, March 30, 1998
- First of America Bank Corporation, March 31, 1998
(more)
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Based on the above schedule, First of America and Fort Wayne National
stockholders will be eligible for the upcoming National City common stock
dividend, which customarily is declared in late March for payment May 1 to
stockholders of record on a date in early April. All stockholders of record of
National City common stock as of the record date will be entitled to the
expected National City May 1, dividend.
Based on the expected closing dates, the common stockholders of First
of America and Fort Wayne National will receive the National City cash dividend
instead of the previously declared First of America cash dividend and the
customary Fort Wayne National second quarter dividend. The previously declared
dividend on Fort Wayne National Corporation's preferred stock will be paid April
1 to stockholders of record March 10, 1998.
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.
(more)
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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 $20.0 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 NATIONAL CITY CORPORATION
Nation City Corporation is $54.7 billion bank holding company based in
Cleveland, Ohio, with 845 branch officers in the states of Ohio, Kentucky,
Indiana and Pennsylvania, and nearly 27,000 employees. Its principal banking
subsidiaries are located in Cleveland, Columbus, Indianapolis, Louisville and
Pittsburgh. The Corporation also has a major banking presence in Akron, Dayton,
Lexington, Erie, Toledo and Youngstown. National City ranks 19th among U.S.
bank holding companies based on total assets. National City can be found on the
World Wide Web at www.national-city.com.
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