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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 20, 1995
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NBD Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-7127 38-1984850
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
611 Woodward Avenue, Detroit, Michigan 48226
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code 312-225-1000
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Item 5. Other Events
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The Registrant hereby incorporates by reference the information contained in
Attachments A, B and C hereto in response to this Item 5.
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.
NBD Bancorp, Inc.
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(Registrant)
Date: November 10, 1995 By: Daniel T. Lis
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Title: Senior Vice President and
Secretary
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Attachment A
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CHICAGO AND DETROIT, Oct. 20, 1995 -- Shareholders of First Chicago
Corporation and NBD Bancorp, Inc., today approved the merger of the two
organizations at special meetings held in Chicago and Detroit.
Of all First Chicago shares voted, 97.5% voted in favor of the merger
agreement. Votes in favor of the merger were in excess of 81% of the total
number of outstanding First Chicago shares. Of all NBD shares voted, 97% voted
in favor of the merger agreement. Votes in favor of the merger were in excess of
73% of the total number of outstanding NBD shares.
The new Corporation will be called First Chicago NBD Corporation. Subject to
receiving all required regulatory approvals, management of the new company
expects the merger to be completed on November 30, 1995.
Provided that the transaction closes on November 30, a common stock dividend
for the fourth quarter is expected to be considered at the December 8 meeting of
the new Corporation's Board of Directors. Management will recommend to the new
Corporation's Board that the dividend record date be December 18, and the
payable date be January 1, 1996. This declaration would replace First Chicago's
customary November dividend action.
Shares of common stock of First Chicago NBD Corporation will be listed on the
New York Stock Exchange, the Chicago Stock Exchange and the Pacific Stock
Exchange and trade under the symbol FCN.
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Under terms of the transaction, First Chicago shareholders will receive 1.81
shares of common stock in the new company in exchange for each share of First
Chicago common stock. Each share of NBD common stock will represent one share in
the new company. In addition, each holder of First Chicago Preferred Stock and
Depositary Shares will be entitled to receive Preferred Stock or Depositary
Shares, as applicable, of the new company.
Thomas will serve as Chairman of the Board of First Chicago NBD Corporation
until his retirement at the annual meeting of the new company in May 1996.
Istock will be President and Chief Executive Officer of the new company, and
will assume the additional title of Chairman of the Board upon Thomas's
retirement.
First Chicago NBD is expected to have assets of about $125 billion, and market
capitalization of nearly $13 billion. The merger will create the Midwest's
leading provider of financial services to consumers, middle market companies and
large corporate customers.
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ATTACHMENT B
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CHICAGO AND DETROIT, November 7, 1995 -- First Chicago Corporation and NBD
Bancorp Inc., announced today that the Board of Governors of the Federal Reserve
System has approved their application for a merger of equals.
Shareholders of both bank holding companies approved the merger in separate
meetings on October 20, 1995. The merger is expected to be completed on November
30.
The merged company, which will be called First Chicago NBD Corporation,
will be headquartered in Chicago, and will be the Midwest's leading provider of
financial services to consumers, middle market companies and large corporate
customers. The new company is expected to have about $120 billion in assets and
market capitalization of approximately $12 billion.
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Attachment C
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CHICAGO and DETROIT, November 10, 1995 -- First Chicago Corporation and NBD
Bancorp Inc., today announced the composition of the Board of Directors of
First Chicago NBD Corporation following the effective date of the merger of the
two companies scheduled for November 30, 1995. Also announced were the Boards of
The First National Bank of Chicago and NBD Bank (Michigan).
The Board of Directors of First Chicago NBD Corporation will consist of 20
persons, ten of whom have been selected by the First Chicago Board and ten of
whom have been selected by the NBD Board. A list of the new board members is
attached.
The Board of Directors of The First National Bank of Chicago will consist
of 23 persons, and the Board of Directors of NBD Bank (Michigan) will consist of
13 persons. Lists of these board members are also attached.
The following Directors of First Chicago Corporation and The First National
Bank of Chicago will retire from those boards upon the closing: Richard M.
Morrow, Retired Chairman of Amoco Corporation; Jerry K. Pearlman, Retired
Chairman of Zenith Electronics Corporation; Jack F. Reichert, Retired Chairman
of the Board of Brunswick Corporation, and Roger W. Stone, Chairman, President
and Chief Executive Officer of Stone Container Corporation.
At the request of management, Mr. Pearlman will become a Director of
American National Bank and Trust Company of Chicago, a wholly owned subsidiary
and the leading bank to mid-sized businesses in the Chicago area.
In addition, Ormand J. Wade, Retired Vice Chairman of Ameritech, will
retire from the Boards of NBD Bancorp Inc., and NBD Bank (Michigan) upon the
closing.
First Chicago NBD is expected to have assets of about $120 billion, and
market capitalization of about $12 billion. The merger will create the Midwest's
leading provider of financial services to consumers, middle market companies and
large corporate customers.
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FIRST CHICAGO NBD CORPORATION
PROPOSED BOARD OF DIRECTORS
Terence E. Adderley
President and Chief Executive Officer
Kelly Services, Inc.
James K. Baker
Chairman
Arvin Industries, Inc.
John H. Bryan
Chairman and Chief Executive Officer
Sara Lee Corporation
Siegfried Buschmann
Chairman and Chief Executive Officer
The Budd Company
James S. Crown
General Partner
Henry Crown and Company
Maureen A. Fay, O.P.
President
University of Detroit Mercy
Charles T. Fisher III
Retired Chairman and President
NBD Bancorp, Inc.
Donald V. Fites
Chairman and Chief Executive Officer
Caterpillar, Inc.
Verne G. Istock
President and Chief Executive Officer
First Chicago NBD Corporation
Thomas H. Jeffs II
Vice Chairman
First Chicago NBD Corporation
Richard A. Manoogian
Chairman and Chief Executive Officer
Masco Corporation
Scott P. Marks, Jr.
Vice Chairman
First Chicago NBD Corporation
William T. McCormick, Jr.
Chairman and Chief Executive Officer
CMS Energy Corp.
Earl L. Neal Esq.
Principal
Earl L. Neal & Associates
James J. O'Connor
Chairman and Chief Executive Officer
Unicom Corporation
Thomas E. Reilly, Jr.
Chairman
Reilly Industries, Inc.
Patrick G. Ryan
Chairman, President and Chief Executive Officer
Aon Corporation
Adele Simmons
President
The John D. And Catherine T. MacArthur Foundation
Richard L. Thomas
Chairman of the Board
First Chicago NBD Corporation
David J. Vitale
Vice Chairman
First Chicago NBD Corporation
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THE FIRST NATIONAL BANK OF CHICAGO
PROPOSED BOARD OF DIRECTORS
The First National Bank of Chicago Board will include all of the directors of
the First Chicago NBD Corporation Board except for Mr. Siegfried Buschmann, who
is ineligible to serve because he is not a U.S. citizen, and the following four
additional people:
Dean L. Buntrock
Chairman and Chief Executive Officer
WMX Technologies, Inc.
Donald P. Jacobs
Dean
J. L. Kellogg Graduate School of Management
Northwestern University
William G. Lowrie
Executive Vice President
Exploration and Production Sector
Amoco Corporation
Andrew J. McKenna
Chairman, President and Chief Executive Officer
Schwarz Paper Company
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NBD BANK (MICHIGAN)
PROPOSED BOARD OF DIRECTORS
D. H. Barden
Chairman and President
Barden Companies, Inc.
Bernard B. Butcher
Retired Senior Consultant
The Dow Chemical Company
John W. Day
Retired Executive Vice President
Allied-Signal, Inc.
Charles T. Fisher III
Retired Chairman and President
NBD Bank (Michigan)
Alfred R. Glancy III
Chairman, President and Chief Executive Officer
MCN Corporation
Dennis J. Gormley
Chairman, President and Chief Executive Officer
Federal-Mogul Corporation
Joseph L. Hudson, Jr.
Chairman
Hudson-Webber Foundation
Verne G. Istock
Chairman and Chief Executive Officer
NBD Bank (Michigan)
Thomas H. Jeffs II
President and Chief Operating Officer
NBD Bank (Michigan)
John E. Lobbia
Chairman and Chief Executive Officer
The Detroit Edison Company
Irving Rose
Partner
Edward Rose & Sons
Robert C. Stempel
Retired Chairman and Chief Executive Officer
General Motors Corporation
Peter W. Stroh
Chairman and Chief Executive Officer
The Stroh Companies, Inc.
