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As filed with the Securities and Exchange Commission on December 5, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FIRST CHICAGO NBD CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 38-1984850
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60670
312-732-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
ROBERT A. ROSHOLT
EXECUTIVE VICE PRESIDENT AND PRINCIPAL FINANCIAL OFFICER
FIRST CHICAGO NBD CORPORATION
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60670
312-732-3209
(Name, Address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
SHERMAN I. GOLDBERG, ESQ.
FIRST CHICAGO NBD CORPORATION
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60670
------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per 3,000,000
share............................. shares $38.75 $116,250,000 $40,087
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based upon the average of the high and low
prices of the Common Stock as reported by New York Stock Exchange--Composite
Transactions Tape for November 29, 1995.
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PROSPECTUS
LOGO
COMMON STOCK
$1.00 PAR VALUE
----------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
----------------
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of First
Chicago NBD Corporation (the "Company") provides each holder of record of the
Company's Common Stock:
. a simple and convenient method of investing in shares of the
Company's Common Stock, and
. no brokerage commission or service charge for purchases.
A participant in the Plan may purchase shares of the Company's Common Stock
by:
. reinvesting cash dividends paid on shares of the Company's Common
Stock, or
. making voluntary cash payments of not less than $25, but not more
than $5,000, per month.
The price paid for shares of the Company's Common Stock will be calculated as
described herein (see Question 15 on page 8 of this Prospectus).
Stockholders enrolled in the Plan will continue to be enrolled in the Plan
unless they notify First Chicago Trust Company of New York ("FCT"),
administrator of the Plan, that they wish to terminate their participation. If
you wish to enroll in the Plan, you may obtain an Enrollment Authorization Form
by contacting FCT (see Question 4 on page 5). In addition, brokers and nominees
may reinvest dividends on behalf of beneficial owners by means of the Broker
and Nominee Authorization Form (see Question 10 on page 7).
This Prospectus should be retained for future reference.
Stockholders who do not wish to participate in the Plan will continue to
receive cash dividends, as declared, in the usual manner.
A total of 3,000,000 shares (subject to adjustment to reflect changes in
capitalization) have been registered for sale under the Plan.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE
SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER FEDERAL OR STATE
GOVERNMENT AGENCY.
The date of this Prospectus is December 5, 1995.
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TABLE OF CONTENTS
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PAGE
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<S> <C>
Available Information................................................ 2
First Chicago NBD Corporation........................................ 3
The Plan............................................................. 4
Use of Proceeds...................................................... 15
Legal Opinion........................................................ 15
Experts.............................................................. 16
Incorporation of Certain Documents by Reference...................... 16
Indemnification...................................................... 17
</TABLE>
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Information, as of particular dates, concerning directors and
executive officers, their compensation, options granted to them, the principal
holders of securities of the Company and any material interest of such persons
in transactions with the Company, is disclosed in proxy statements distributed
to stockholders of the Company and filed with the Commission. Such reports,
proxy statements, and other information can be inspected and copied at the
Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549; and the Commission's Regional Offices at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center (13th Floor),
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, such reports, proxy
material and other material concerning the Company can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York;
the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois; and
the Pacific Stock Exchange, 301 Pine Street, San Francisco, California.
The Company has filed with the Commission a Registration Statement under the
Securities Act of 1933 with respect to the shares of Common Stock being offered
by this Prospectus. This Prospectus does not contain all the information set
forth in the Registration Statement, certain portions of which have been
omitted as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the shares of Common Stock
offered hereby, reference is made to the Registration Statement, including the
exhibits thereto. The Registration Statement may be inspected by anyone without
charge at the principal office of the Commission in Washington, D.C., and
copies of all or any part of it may be obtained from the Commission upon
payment of the prescribed fees.
Any person receiving a copy of this Prospectus, including any beneficial
owner, may obtain without charge, upon written or oral request, a copy of any
of the documents incorporated by reference herein, except for the exhibits to
such documents (unless such exhibits are specifically incorporated by reference
into such documents). The Company will also promptly furnish, without charge,
upon written or oral request, to any person, including any beneficial owner
receiving a copy of this Prospectus, a copy of the Company's annual report to
stockholders for its last fiscal year. Requests should be addressed to Investor
Relations, Suite 0460, First Chicago NBD Corporation, One First National Plaza,
Chicago, Illinois 60670 (312-732-4812).
----------------
NO PERSON IS AUTHORIZED BY FIRST CHICAGO NBD CORPORATION TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
2
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NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE THROUGH ITS USE SHALL
IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF FIRST CHICAGO NBD
CORPORATION SINCE THE DATE HEREOF.
FIRST CHICAGO NBD CORPORATION
The Company is a multi-bank holding company which was incorporated in
Delaware in 1972 under the name of NBD Bancorp, Inc. The Company is the
surviving corporation resulting from the merger, effective December 1, 1995, of
First Chicago Corporation ("FCC"), a Delaware corporation and registered bank
holding company, with and into NBD Bancorp, Inc. ("NBD"). The Company's lead
bank is The First National Bank of Chicago. The Company also is the parent
corporation of NBD Bank, Detroit, Michigan, American National Bank and Trust
Company of Chicago, FCC National Bank and NBD Indiana, Inc. ("NBD Indiana").
FCC National Bank is a Delaware-based bank primarily engaged in the issuance of
VISA and MasterCard credit cards. NBD Indiana is a holding company for banks in
Indiana.
Through its banking subsidiaries, the Company provides domestic retail
banking, worldwide corporate and institutional banking, and trust and
investment management services. In addition, the Company, directly or
indirectly, owns the stock of various nonbank companies engaged in businesses
related to banking and finance, including venture capital, leasing, investment
management, mortgage lending and servicing, insurance, community development,
discount brokerage and data processing activities.
In addition to its equity investments in subsidiaries, the Company, directly
or indirectly, raises funds principally to finance the operations of its
nonbank subsidiaries. A substantial portion of the Company's annual income
typically has been derived from dividends from its subsidiaries and from
interest on loans, some of which are subordinated, to its subsidiaries.
The Company's executive offices are located at One First National Plaza,
Chicago, Illinois 60670, and its telephone number is 312-732-4000.
3
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THE PLAN
The following is a question and answer statement of the provisions of the
Plan as in effect for cash dividends paid to holders on and after January 1,
1996 and voluntary cash payments received by FCT on and after December 1, 1995.
Those holders of the Company's Common Stock who do not wish to participate in
the Plan will receive cash dividends, as declared, in the usual manner.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide recordholders of the Company's Common
Stock with a simple and convenient method of investing Common Stock cash
dividends and voluntary cash payments in additional shares of Common Stock
without payment of any brokerage commission or service charge. To the extent
shares are purchased directly from the Company, and not in market transactions,
the Company will receive additional funds for general corporate purposes.
PARTICIPATION OPTIONS
2. What options are available to participants in the Plan?
As a participant in the Plan, you may choose Full Dividend Reinvestment,
Partial Dividend Reinvestment or Voluntary Cash Payments Only. See Question 9
for more detailed information.
ADVANTAGES
3. What are the advantages of the Plan?
(a) You will not pay any brokerage commission or service charge in
connection with your purchases under the Plan.
(b) The funds of stockholders of record will be fully invested because
the Plan permits fractions of shares to be credited to the accounts of
stockholders of record. Dividends on such fractions, as well as on whole
shares, will be reinvested in additional shares and such shares credited to
your account.
(c) You will avoid the need for safekeeping of stock certificates for
shares credited to your account under the Plan. In addition, you may
deposit certificates you currently hold in your name with FCT for
safekeeping. See Question 26.
(d) Regular periodic statements reflecting all year-to-date activity in
your account, including purchases and withdrawals of shares and latest
account balance, will simplify your recordkeeping.
ADMINISTRATION
4. Who administers the Plan for participants?
FCT will administer the Plan, keep records, send statements of account to
each participant, and perform other duties related to the Plan. Shares
purchased for you under the Plan will be held for you in safekeeping by or
through FCT, and will be reflected on your account statement, until you
terminate your participation in the Plan or request in writing that FCT issue
certificates for whole shares credited to your Plan account. FCT also acts as
dividend disbursement agent, transfer agent and registrar for the Company's
Common Stock.
4
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All communications regarding the Plan should be addressed to FCT at the
following address (be sure to include a reference to First Chicago NBD
Corporation in your correspondence):
First Chicago Trust Company of New York
Dividend Reinvestment Plans
P. O. Box 2598
Jersey City, NJ 07303-2598
Telephone: 1-800-446-2617
Internet: http://www.fctc.com
TDD: 1-201-222-4955 (Telecommunications Device for the Deaf service)
The Company may adopt rules and regulations to facilitate the administration
of the Plan.
PARTICIPATION
5. Who is eligible to participate?
If you are a stockholder of record of shares of Common Stock (other than
restricted shares issued to employees of the Company or its subsidiaries
pursuant to certain employee benefit plans), you are eligible to participate.
A beneficial owner whose shares are registered in a name other than his or
her own (for example, in the name of a broker or bank nominee) must either
become a stockholder of record by having such shares transferred into his or
her own name or make arrangements with his or her broker or bank to participate
on his or her behalf. The Company has made arrangements with FCT to facilitate
reinvestment of dividends under the Plan by record holders such as brokers and
bank nominees, on a per-dividend basis, on behalf of beneficial owners. A
broker or nominee may participate in the Plan on behalf of beneficial owners by
signing and returning either the Enrollment Authorization Form or the Broker
and Nominee Authorization Form (the "B&N Form"). See Question 10 below.
The opportunity of a holder of Common Stock to participate in the Plan is not
transferable apart from a transfer of his or her Common Stock to another
person.
You will not be eligible to participate in the Plan if you reside in a
jurisdiction in which the Company has been advised by counsel that it may be
unlawful for the Company to offer or sell to you Common Stock issued pursuant
to the Plan.
6. How does an eligible stockholder participate?
As a stockholder of record of the Company's Common Stock, you may join the
Plan if you are not currently a participant by obtaining and completing an
Enrollment Authorization Form and returning it to FCT. If the shares are
registered in more than one name (i.e., joint tenants, trustees, etc.), all
registered holders must sign.
A current participant need not send in a new Enrollment Authorization Form
unless he or she wishes to change his or her current investment option.
You may obtain an Enrollment Authorization Form by contacting FCT. FCT's
address and phone number are shown in response to Question 4.
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7. Is partial participation available under the Plan?
Yes. If you are a stockholder of record and you want to reinvest the
dividends on less than all of your shares, you must sign an Enrollment
Authorization Form and indicate the number of such shares under "Partial
Dividend Reinvestment."
8. When may an eligible stockholder join the Plan?
As an eligible stockholder, you may join the Plan at any time. A participant
remains in the Plan until he withdraws all shares of Common Stock credited to
his Plan account and either (i) elects to discontinue the reinvestment of
dividends or (ii) sells or otherwise disposes of all the shares of Common Stock
held in his own name.
If a signed Enrollment Authorization Form is received by FCT on or prior to
the record date for the next dividend payment, reinvestment of your dividends
will begin with the next dividend payment. If the Enrollment Authorization Form
is received after the record date, reinvestment of your dividends will begin
with the second succeeding dividend payment. Dividend payment dates for the
Common Stock ordinarily will be the first day of January, April, July and
October and corresponding record dates usually will precede dividend payment
dates by about three to four weeks. For a discussion regarding when voluntary
cash payments may be made, see Questions 17 and 18.
Stockholders are cautioned that the Plan does not represent a change in the
Company's dividend policy or a guarantee of future dividends, which will
continue to depend upon the Company's earnings, financial requirements and
other factors.
9. What does the Enrollment Authorization Form provide?
The Enrollment Authorization Form provides for the purchase of additional
shares of the Company's Common Stock through the following investment options:
(A) FULL DIVIDEND REINVESTMENT directs the Company to invest in
accordance with the Plan all of your cash dividends on all of the shares of
Common Stock currently or subsequently registered in your name, as well as
on the shares credited to your Plan account. You may also make voluntary
cash payments for the purchase of additional shares in accordance with the
Plan.
(B) PARTIAL DIVIDEND REINVESTMENT directs the Company to invest in
accordance with the Plan the cash dividends on the number of shares (not
more than the total registered in your name) of Common Stock indicated in
the appropriate space on the Enrollment Authorization Form, as well as on
the shares credited to your Plan account. You may also make voluntary cash
payments for the purchase of additional shares in accordance with the Plan.
(C) VOLUNTARY CASH PAYMENTS ONLY permits you to make voluntary cash
payments for the purchase of additional shares in accordance with the Plan,
without reinvesting dividends on shares of Common Stock registered in your
name. If you desire this option, a check or money order covering your
initial voluntary cash payment must accompany your Enrollment Authorization
Form, or you may use automatic monthly deductions as explained in Question
17. Cash dividends on shares purchased with voluntary cash payments and
held in your Plan account will automatically be reinvested in additional
shares. If you wish to receive cash dividends on such shares, you must
withdraw the shares from your Plan account by written notification to FCT
at the address set forth in Question 4.
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10. How do brokers and nominees participate on behalf of beneficial owners?
The B&N Form (for brokers and nominees only) provides a means whereby a
broker or nominee may inform FCT each time the Company declares a cash dividend
on Common Stock of the names of participating beneficial owners and specify as
to each beneficial owner the number of shares of Company Common Stock with
respect to which the dividend is to be reinvested. The B&N Form, therefore,
unlike the Enrollment Authorization Form, contemplates new instructions to FCT
each time a dividend is declared. FCT, on the Dividend Investment Date (as
defined under Question 13), will reinvest the dividend payable with respect to
the number of shares specified in the record holder's instructions for each
identified beneficial owner in as many whole shares of the Company Common Stock
as can be purchased in accordance with the Plan. As soon as practical following
the Dividend Investment Date, FCT will transmit to the record holder
information with respect to each beneficial owner for whom the record holder
has requested dividend reinvestment showing as to each such beneficial owner:
(a) the number of shares specified for reinvestment of the dividend, (b) the
total dividend paid with respect to such shares, (c) the number of whole shares
purchased, (d) the total cost of the shares purchased, (e) the amount of the
total dividend not reinvested, (f) the aggregate fair market value of the
shares purchased and (g) the total dividend reportable for Federal income tax
purposes. Accompanying such information will be a share certificate, registered
in the name of the record holder, for the total number of shares purchased for
each of such beneficial owners, and a check for the aggregate amount of the
dividend not reinvested for such beneficial owners.
The B&N Form and appropriate instructions must be received by FCT not later
than the fifth business day following the record date for such dividend or no
dividends will be reinvested based on such B&N Form.
11. How may a participant change options under the Plan?
As a participant, you may change your investment option at any time by
requesting a new Enrollment Authorization Form and returning it to FCT at the
address set forth in Question 4.
12. Are stockholders enrolled in the Plan required to send in a new
Enrollment Authorization Form annually?
No. Once enrolled in the Plan you will continue to be enrolled without
further action on your part, unless you give notice to FCT in writing that you
wish to terminate participation in the Plan.
PURCHASES
13. How will shares of Common Stock be purchased under the Plan?
The Company may, at its sole discretion, direct either the purchase of newly
issued shares from the Company or the purchase of shares in transactions on any
securities exchange where such shares are traded, in the over-the-counter
market or by negotiated transactions ("market transactions"). The purchase of
newly issued shares and the purchase of shares in market transactions will not
both occur under the Plan for the same Investment Date (as defined in the next
paragraph). Market transactions may be on such terms as to price, delivery, and
otherwise, as an independent agent, which the Company will appoint to act for
participants, may determine. Neither the Company nor any participant shall have
any authority or power to direct the time or price at which shares may be
purchased or the selection of the broker or dealer through or from whom
purchases are to be made. Market transactions will provide no new funds for the
Company.
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An "Investment Date" is either a Dividend Investment Date or a Voluntary Cash
Investment Date. A "Dividend Investment Date" is the dividend payment date
unless the dividend payment date is not a trading date on the New York Stock
Exchange (the "Exchange"), in which case the Dividend Investment Date shall be
the first such trading date following the dividend payment date. A "Voluntary
Cash Investment Date" is the first trading date of each month on the Exchange.
The Company's decision whether to issue new shares of Common Stock or to direct
the independent agent to purchase shares in market transactions will be made no
later than the relevant Investment Date.
14. When will shares of Common Stock be purchased under the Plan?
Purchases from the Company of newly issued shares of Common Stock will be
made on the relevant Investment Date. Purchases through market transactions may
occur on any date or dates commencing with the relevant Investment Date and
ending no later than 30 days from the relevant Investment Date except where
completion at a later date is necessary or advisable, in the opinion of the
Company, under any applicable federal securities laws (the "purchase period").
Shares purchased in market transactions will be allocated and credited to
participants' accounts as of the date purchases have been completed for the
purchase period by the independent agent.
15. What will be the price of shares of Common Stock purchased under the
Plan?
In the case of newly issued shares, the price will be determined by rounding
to three decimal places the average of the high and low sales prices of the
Common Stock reported on the New York Stock Exchange--Composite Transactions
Tape for the relevant Investment Date on which the Company's Common Stock is
traded on the Exchange. In the case of market transactions, the price will be
the weighted average purchase price of all shares purchased for the relevant
Investment Date.
16. How many shares will be purchased for participants?
The number of shares purchased for you depends on the amount of your
dividends or voluntary cash payments and the purchase price per share. Your
account will be credited with that number of shares, including, in the case of
stockholders of record, fractions of shares, equal to the total amount to be
invested divided by the applicable purchase price per share.
VOLUNTARY CASH PAYMENTS
17. How are voluntary cash payments made?
Any stockholder of record may choose the option to make cash payments at the
time of joining the Plan by signing an Enrollment Authorization Form. If you
wish to enroll in the Voluntary Cash Payments Only feature of the Plan, a check
or money order covering your first voluntary cash payment must accompany your
Enrollment Authorization Form. Do not send cash. Thereafter, voluntary cash
payments may be made through the use of the appropriate form, which is sent
with each periodic statement.
Participants enrolled in the Plan may make voluntary cash payments by sending
a check with the appropriate form from the periodic statement. In addition,
participants may make automatic monthly voluntary cash payments of a specified
amount, up to the limit described below, through an Automated Clearing House
(ACH) withdrawal from a predesignated account. To initiate automatic monthly
deductions, you must complete and sign an Automatic Monthly Deduction Form (a
"Form"), available from FCT, and
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return it to FCT together with a voided blank check or savings account deposit
slip for the account from which funds are to be drawn (a "Deposit Account").
Forms will be processed and will become effective as promptly as practicable.
Once automatic monthly deductions are initiated, funds will be withdrawn from
the specified Deposit Account on the third business day preceding the relevant
Voluntary Cash Investment Date.
Participants may change or terminate automatic monthly deductions by
completing and submitting to FCT a new Form. To be effective with respect to a
particular Voluntary Cash Investment Date, the new Form must be received by FCT
at least six business days prior to such Voluntary Cash Investment Date.
Each voluntary cash payment made by you must be at least $25, and such
payments cannot, in any one month, exceed a total of $5,000 per participant.
The same amount of money need not be sent each month and there is no obligation
to make any voluntary cash payments after enrollment in the Plan. Voluntary
cash payments received from participants must be in U.S. Dollars and, if in the
form of a check or money order, must be payable to First Chicago NBD
Corporation.
18. When will voluntary cash payments received be invested?
Voluntary cash payments received from you prior to a Voluntary Cash
Investment Date will be applied to the purchase of shares of Common Stock for
such Voluntary Cash Investment Date. Any voluntary cash payment received on or
after a Voluntary Cash Investment Date will be applied to the purchase of
shares of Common Stock for the next succeeding Voluntary Cash Investment Date
unless you request that your voluntary cash payment be returned. Under no
circumstances will interest be paid on voluntary cash payments. Therefore,
although voluntary cash payments may be made at any time, you are strongly
urged to transmit your voluntary cash payments so that they are received by FCT
shortly prior to a Voluntary Cash Investment Date.
19. Under what circumstances will voluntary cash payments be returned?
Your uninvested voluntary cash payments will be returned to you upon written
request received by FCT at least 2 business days prior to a Voluntary Cash
Investment Date.
COSTS
20. What are the costs to a participant in the Plan?
A participant will incur no brokerage commissions or service charges for
purchases made under the Plan. Any brokerage commissions in connection with a
sale by FCT of all or a part of the shares held for a participant under the
Plan will be charged to such participant. See Questions 21 and 22 below for
additional, tax-related information. All costs of administration of the Plan
and brokerage commissions or service charges incurred in connection with the
purchase of shares will be paid by the Company. The Company reserves the right
to establish service charges in connection with the Plan in the future; you
will be notified prior to any such charges becoming effective.
FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
21. What are the Federal income tax consequences of participation in the
Plan?
Dividend Reinvestment: Based on the current position of the Internal Revenue
Service, when stock is acquired directly from the Company, the holder who
reinvests dividends under the Plan will be treated as
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receiving a taxable dividend on the Dividend Investment Date in an amount equal
to the fair market value of the shares of Common Stock purchased for the
participant's account (rather than the amount of cash dividend otherwise
payable to the participant). "Fair market value" is defined for this purpose as
the average of the high and low sales prices of the Common Stock as reported on
the New York Stock Exchange--Composite Transactions Tape for the relevant
Dividend Investment Date. A participant's tax basis for shares purchased from
the Company will be equal to the amount of dividend income recognized for
Federal income tax purposes. The participant's holding period for the shares
will commence on the day after the Dividend Investment Date.
Although the Internal Revenue Service has not ruled on the tax aspects of a
plan pursuant to which a company elects to purchase shares in market
transactions, it is the Company's view that a participant's tax basis for
shares purchased in market transactions will be equal to the weighted average
purchase price of all shares purchased for the relevant Investment Date (See
Question 15). In addition, a participant will also realize a taxable dividend
to the extent of an allocated portion of brokerage commissions paid by the
Company with respect to shares credited to the participant's account.
Voluntary Cash Payments: Based upon the current position of the Internal
Revenue Service, a holder of the Company's Common Stock who makes voluntary
cash payments for purchases of Common Stock under the Plan will have a tax
basis for shares purchased from the Company equal to the amount of the
voluntary cash payment plus any dividend income recognized for Federal income
tax purposes. The participant's holding period will commence on the day after
the Voluntary Cash Investment Date.
Although the Internal Revenue Service has not ruled on the tax aspects of a
plan pursuant to which a company elects to purchase shares in market
transactions with voluntary cash payments, it is the Company's view that the
above rules apply and that a participant will also realize a taxable dividend
to the extent of an allocated portion of brokerage commissions paid by the
Company with respect to shares credited to the participant's account.
Other Rules and Reports: Under current tax law, the amount of any dividend
realized by a taxable corporate participant will be eligible for the 70%
dividend received deduction available to corporations subject to certain
holding period requirements (normally 46 days).
A participant will not realize taxable income on the receipt of a certificate
for whole shares of Common Stock credited to his or her Plan account, either
upon withdrawal of those shares from such account or upon termination of the
Plan. Taxable gain or loss may be realized, however, when shares are sold or
otherwise disposed of or when a cash payment is received from the Company for a
fractional share withdrawn from a participant's account. Generally, any such
gain or loss will be measured by the difference between the amount realized on
the disposition and the tax basis of the disposed shares.
FCT will report to participants and to the Internal Revenue Service
information sufficient to apprise them of the amount that would constitute
dividend income.
The aforementioned positions of the Internal Revenue Service have not been
tested in the courts and thus the rules stated above have not been established
by judicial decision. The rules stated above are also subject to change. All
Plan participants should consult their own tax advisors to determine the
particular tax consequences of their participation in the Plan.
10
<PAGE>
22. How are income tax withholding provisions applied to stockholders who
participate in the Plan?
If you fail to provide your taxpayer identification number (or certification
of exemption for withholding for nonresident aliens) to FCT in the manner
required by law, dividends on the Company's Common Stock or proceeds from the
sale of shares held for your account are subject to Federal income tax
withholding at the rate of 31%. In addition, you may be required to certify
that you are not subject to withholding on interest and dividend payments as a
result of failure to report all interest and dividend income on prior tax
returns, and, absent such certification, you may be subject to withholding of
31% of your dividends. Also, the Internal Revenue Service may notify us to
begin withholding if you have furnished an incorrect taxpayer identification
number or you have failed to report all interest or dividend income on prior
tax returns. In such cases, the appropriate amount of tax will be withheld and
the balance in shares will be credited to your account. Certain stockholders
(including corporations and, in many cases, foreign stockholders) are, however,
exempt from the above withholding requirements.
If you are a nonresident alien stockholder whose dividends are subject to
United States income tax withholding at the 30% rate (or lower treaty rate),
the appropriate amount will be withheld and the balance will be credited to
your account in shares.
These rules are subject to change. All Plan participants should consult their
own tax advisors to determine the current effect of these rules on their
participation in the Plan.
REPORTS TO PARTICIPANTS
23. What kind of reports will be sent to participants in the Plan?
As soon as practical after each purchase of Common Stock under the Plan for
your account, a statement of account will be mailed to you by FCT. These
statements are your record of current activity plus the cost of your purchases
and should be retained for tax purposes. In addition, you will receive copies
of other communications sent to holders of the Company's Common Stock,
including the Company's Annual Report, the Notice of Annual Meeting, Proxy
Statement and the information you will need for reporting your dividend income
for Federal income tax purposes.
DIVIDENDS
24. Will participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. Dividends on all shares of Common Stock, including fractional shares,
credited to your account under the Plan, whether such shares were purchased
with reinvested dividends or with voluntary cash payments, will be reinvested
automatically in additional shares of Common Stock.
CERTIFICATES FOR SHARES
25. Will certificates be issued for shares purchased?
No. Shares purchased through the Plan will be credited to your account under
your name, but they will not be registered in your name. Certificates will not
be issued to you for shares credited to your account unless you request FCT in
writing to do so or unless your account is terminated. Shares of Common Stock
purchased under the Plan and held by FCT will be registered in the name of
FCT's nominee and credited to your account. The number of shares credited to
your account under the Plan will be shown on the periodic statement of your
account. This service eliminates the need for safekeeping by you to protect
against loss, theft or destruction of stock certificates.
11
<PAGE>
Certificates for shares purchased with dividends reinvested pursuant to
instructions received on B&N Forms will be delivered to the stockholder of
record. See Question 10 above.
At any time, you may request in writing that FCT send you a certificate for
all or part of the whole shares credited to your account. This request should
be mailed to FCT at the address set forth in Question 4. Any remaining whole
shares and fractional shares will continue to be credited to your account.
Certificates for fractional shares will not be issued under any circumstances.
26. May I deposit certificates with shares purchased under the Plan?
You may deposit with FCT for safekeeping any certificates for shares of the
Company's Common Stock for which dividends are reinvested. There is no charge
for this custodial service and, by making the deposit, you will be relieved of
the responsibility for loss, theft or destruction of the certificate. Because
you bear the risk of loss in sending certificates to FCT, it is recommended
that certificates be sent to FCT by registered mail, return receipt requested
and properly insured. Certificates should not be endorsed. Whenever
certificates are issued to you either upon request or upon termination of
participation, new, differently numbered certificates will be issued. Dividends
will be reinvested on all shares represented by the certificates deposited with
FCT.
27. In whose name will certificates be registered when issued to
participants?
Accounts under the Plan are maintained in the name in which your shares are
registered at the time you enter the Plan. Consequently, certificates for whole
shares purchased under the Plan will be similarly registered when issued to you
upon your request. Should you want these shares registered and issued in a
different name, you must so indicate in a written request. This would
constitute re-registration, and you would be responsible for any transfer taxes
that may be due and for compliance with any applicable transfer requirements.
28. May shares in a Plan account be pledged?
Generally, shares credited to your account under the Plan may not be pledged
or assigned. If you want to pledge or assign such shares, you should contact
FCT.
29. What happens when a participant sells or transfers shares registered in
the participant's name?
If you dispose of shares of Common Stock registered in your name (those for
which you hold certificates), the dividends on the shares credited to your
account under the Plan will continue to be reinvested until you notify FCT that
you wish to terminate your participation in the Plan.
If you are reinvesting the cash dividends on all of the shares registered in
your name (i.e., if you have elected the Full Dividend Reinvestment option
described in Question 9) and you dispose of a portion of such shares, the
Company will continue to reinvest the dividends on the remainder of the shares
registered in your name.
If you are reinvesting the cash dividends on less than all shares registered
in your name (i.e., if you have elected the Partial Dividend Reinvestment
option described in Question 9) and you dispose of a portion of such shares,
the Company will continue to reinvest the dividends on the remainder of the
shares up to the number of shares last indicated on the Enrollment
Authorization Form.
12
<PAGE>
For example, if you authorize the Company to reinvest the cash dividends on
50 shares of a total of 100 shares registered in your name, and then you
dispose of 25 shares, the Company would continue to reinvest the cash dividends
on 50 of the remaining 75 shares. If instead, you dispose of 75 shares, the
Company would continue to reinvest the cash dividends on all of the remaining
25 shares; if you later acquire an additional 100 shares registered in your
name, dividends would again be reinvested on a total of 50 shares registered in
your name.
TERMINATION OF PARTICIPATION IN THE PLAN.
30. How does a participant terminate participation in the Plan?
To do so, you must direct FCT in writing to discontinue the reinvestment of
dividends on both Common Stock held of record by you and Common Stock held in
your Plan account; you must also withdraw the shares of Common Stock credited
to your Plan account (see Question 32). This notice should be mailed to FCT at
the address set forth at Question 4 above.
31. When may a participant terminate participation in the Plan?
You may terminate your participation in the Plan at any time. If the notice
to discontinue reinvestment is received by FCT at least 5 business days before
a Dividend Investment Date, the next dividend will be paid to you in cash. If
the notice to discontinue reinvestment is received by FCT less than 5 business
days before a Dividend Investment Date, the next dividend will be reinvested
for your account. Thereafter, all dividends on Common Stock held of record by
you will be paid to you in cash unless you re-enroll in the dividend
reinvestment feature of the Plan, which you may do at any time.
Any voluntary cash payment which has been received by FCT prior to receipt of
a notice to discontinue dividend reinvestment will be invested in accordance
with the Plan unless return of the payment is expressly requested as set forth
in Question 19.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
32. How does a participant withdraw shares purchased under the Plan?
You may withdraw all or a portion of the shares of Common Stock credited to
your Plan account by notifying FCT in writing to that effect and specifying in
the notice the number of shares to be withdrawn. This notice should be mailed
to FCT at the address set forth at Question 4 above. Certificates for whole
shares of Common Stock so withdrawn will be issued. In no case will
certificates for fractional shares be issued.
You may, if you desire, also request, in writing, shares, both whole and
fractional, credited to your account be sold. If such sale is requested, FCT,
as promptly as reasonably possible after receiving such request, will place a
sale order for your account through a broker designated by FCT, which broker
may be affiliated with FCT. You will receive a check for the proceeds of the
sale less the applicable brokerage commission and transfer tax.
33. Will dividends on shares withdrawn from the Plan continue to be
reinvested?
If you have authorized Full Dividend Reinvestment, cash dividends with
respect to shares withdrawn from your account will continue to be reinvested.
If, however, you have authorized cash dividends with respect to only part of
the shares registered in your name to be reinvested, FCT will continue to
reinvest
13
<PAGE>
dividends on only the number of shares specified by you on the Enrollment
Authorization Form unless a new Enrollment Authorization Form specifying a
different number of shares is delivered to FCT.
34. What happens to any fraction of a share when a participant terminates
participation and withdraws all shares from his Plan account?
Any fractional share will be converted to its cash equivalent value and a
check therefor, together with the certificates for whole shares, will be mailed
directly to you. The cash payment will be based on the price at which the
shares were sold, less the applicable brokerage commission.
OTHER INFORMATION
35. What happens if the Company declares a stock dividend or a stock split?
Any shares of Common Stock distributed by the Company pursuant to a stock
dividend or a stock split with respect to shares credited to your account under
the Plan will be added to your account.
Shares of Common Stock distributed pursuant to a stock dividend or a stock
split with respect to shares registered in your name will be mailed directly to
you in the same manner as to stockholders who are not participating in the
Plan.
36. How will a participant's shares held by FCT be voted at stockholders'
meetings?
Shares held by FCT for you will be voted as you direct. A proxy card will be
sent to you in connection with any annual or special meeting of stockholders,
as in the case of stockholders not participating in the Plan. This proxy will
apply to all shares registered in your own name and all whole shares credited
to your account under the Plan and, if properly signed, will be voted in
accordance with the instructions that you give on the proxy card.
As in the case of non-participating stockholders, if no instructions are
indicated on a properly signed and returned proxy card, all of the whole shares
credited to your account under the Plan will be voted in accordance with the
recommendations of the Company's management. If the proxy card is not returned
or is returned unsigned, your shares would be voted only if you or a duly
appointed representative vote in person at the meeting.
37. What is the responsibility of the Company and FCT under the Plan?
The Company and FCT, in administering the Plan, will not be liable for any
act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of failure to terminate
a participant's account upon such participant's death prior to receipt of
notice in writing of such death, the prices at which shares are purchased or
sold for the participant's account, the time when purchases or sales are made
or fluctuations in the market value of the Company's Common Stock.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR FCT CAN ASSURE THEM
OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON THE SHARES PURCHASED BY THEM
UNDER THE PLAN.
14
<PAGE>
38. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to suspend, terminate or modify the Plan at any time,
including the period between a record date and a dividend payment date. The
Company and FCT also reserve the right to terminate any participant's
participation at any time. You will be notified of any suspension, termination
or modification. Upon a termination of the Plan, any uninvested voluntary cash
payments will be returned, a certificate for whole shares credited to your
account under the Plan will be issued, and a cash payment (based on the
prevailing market price, less applicable brokerage commission) will be made for
any fraction of a share credited to your account.
In the event the Company, or any successor, hereafter terminates the Plan and
establishes another dividend reinvestment plan, each participant in the Plan
will be enrolled automatically in such other dividend reinvestment plan and
shares credited to the participant's account under the Plan will be credited
automatically to such other dividend reinvestment plan, unless notice is
received to the contrary.
39. If the Plan is suspended, does participation in the Plan continue?
Unless notified otherwise, during a suspension of the Plan, a participant
will continue to be regarded as a participant in the Plan, and shares of Common
Stock in a participant's Plan account will continue to be held at or through
FCT.
40. Can participation be terminated if the Plan is suspended?
Participation in the Plan may be terminated by you at any time in the manner
described in Question 30.
41. If the Plan is resumed after suspension, will a participant automatically
participate in the Plan?
Unless a participant terminates participation in the Plan or a changed
Enrollment Authorization Form is received by FCT, the instructions previously
given on the participant's Enrollment Authorization Form will be followed
subject to the terms of the Plan in effect after the suspension ends.
----------------
USE OF PROCEEDS
The Company has no basis for estimating precisely either the number of shares
of Common Stock that may be sold under the Plan or the prices at which such
shares may be sold. The Company intends to use the proceeds of newly issued
shares sold pursuant to the Plan for general corporate purposes, including
investments in and extensions of credit to its subsidiaries and the reduction
of the Company's long-term indebtedness. The precise amounts and timing of such
uses will depend upon, among other factors, the funding requirements of the
Company and its subsidiaries, the availability of proceeds of shares sold
pursuant to the Plan, and the availability of other funds to the Company and
its subsidiaries. Pending such applications, the proceeds will be temporarily
invested or applied to the reduction of short-term indebtedness.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Sherman I. Goldberg, Esq., Executive Vice President,
Secretary and General Counsel of the Company. As of December 1, 1995, Sherman
I. Goldberg was the record and beneficial owner of approximately 148,985 shares
of Common Stock of the Company and held options to purchase approximately
255,605 shares of Common Stock of the Company.
15
<PAGE>
EXPERTS
The consolidated financial statements of NBD incorporated in this Prospectus
by reference from NBD's Annual Report on Form 10-K for the year ended December
31, 1994, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The consolidated financial statements of FCC incorporated by reference in the
Annual Report on Form 10-K for the year ended December 31, 1994 incorporated
herein by reference have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
The supplemental consolidated financial statements of First Chicago NBD
Corporation appearing in the Current Report on Form 8-K dated December 4, 1995
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said report.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are incorporated herein by reference:
(a) The Company's Current Report on Form 8-K dated December 4, 1995.
The following documents heretofore filed by NBD (File No. 1-7127) with the
Commission are incorporated herein by reference:
(a) NBD's Annual Report on Form 10-K for the fiscal year ended December
31, 1994;
(b) NBD's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995 and September 30, 1995;
(c) NBD's Current Reports on Form 8-K dated July 19, 1995, July 21, 1995,
August 15, 1995, September 21, 1995, November 10, 1995, November 14, 1995
and December 1, 1995;
(d) NBD's Registration Statement on Form S-4 (Registration No. 33-62713);
and
(e) The description of NBD common stock set forth in NBD's registration
statement filed pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, (the "Exchange Act") and any amendment or report filed
with the Commission for the purpose of updating such description.
The following documents heretofore filed by FCC (File No. 1-6052) with the
Commission are incorporated herein by reference:
(a) FCC's Annual Report on Form 10-K for the year ended December 31,
1994;
(b) FCC's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995 and September 30, 1995; and
16
<PAGE>
(c) FCC's Current Reports on Form 8-K dated January 17, 1995, April 17,
1995, July 14, 1995, July 17, 1995, July 19, 1995, July 21, 1995, August
15, 1995, October 16, 1995, October 20, 1995, November 7, 1995, November
10, 1995, November 14, 1995 and December 1, 1995.
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the filing of this Prospectus and prior to the
termination of the offering of the shares of Common Stock offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date 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 Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
INDEMNIFICATION
The Company's Restated Certificate of Incorporation, as amended, provides for
indemnification of directors and officers. The provision provides that any
person shall be indemnified and reimbursed by the Company for expenses and
liabilities imposed upon the person in connection with any action, suit or
proceeding, civil or criminal, or threat thereof, in which the person may be
involved by reason of the person being or having been a director, officer,
employee or agent of the Company, or of any corporation or organization which
the person served in any capacity at the request of the Company, if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful; provided, however, that no indemnification shall be made
in respect of any matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of the person's duty to
the Company unless the Court of Chancery of Delaware or the court in which such
action or suit was brought shall determine upon application that such person is
fairly and reasonably entitled to indemnity.
The directors and officers of the Company are covered by an insurance policy
indemnifying them against certain civil liabilities, including liabilities
under the federal securities laws, which might be incurred by them in such
capacity.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
17
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission Registration Fee. $ 40,087
Printing Expenses .................................. 40,000*
Postage and Mailing Expenses ....................... 10,000*
Listing Fees ....................................... 20,000*
Accounting Fees and Expenses ....................... 20,000*
Blue Sky Fees and Expenses.......................... 2,000*
Miscellaneous ...................................... 10,000*
--------
Total ......................................... $142,087*
========
- ----------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation, as amended, provides
for indemnification of directors and officers. The provision provides that any
person shall be indemnified and reimbursed by the Company for expenses and
liabilities imposed upon the person in connection with any action, suit or
proceeding, civil or criminal, or threat thereof, in which the person may be
involved by reason of the person being or having been a director, officer,
employee or agent of the Company, or of any corporation or organization which
the person served in any capacity at the request of the Company, if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful; provided, however, that no indemnification shall be made
in respect of any matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of the person's duty to
the Company unless the Court of Chancery of Delaware or the court in which such
action or suit was brought shall determine upon application that such person is
fairly and reasonably entitled to indemnity.
The directors and officers of the Company are covered by an insurance
policy indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission, such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
II-1
<PAGE>
ITEM 16. EXHIBITS.
This Registration Statement includes the following Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- ------- -----------------------
<S> <C>
4(a) Restated Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 4(a) to the Registrant's Current
Report on Form 8-K dated December 4, 1995)
4(b) By-Laws of the Registrant, as amended (incorporated by reference to
Exhibit 4(b) to the Registrant's Current Report on Form 8-K dated
December 4, 1995)
5 Opinion of Counsel for the Registrant (including Consent of Counsel
for the Registrant)
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Arthur Andersen LLP
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Counsel for the Registrant (included in Exhibit 5)
24 Power of Attorney
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(l) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) 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
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(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;
II-2
<PAGE>
provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if the
Registration Statement is on Form S-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of 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.
II-3
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 5th day of
December, 1995.
FIRST CHICAGO NBD CORPORATION
By: \s\ ROBERT A. ROSHOLT
---------------------------------
Robert A. Rosholt
Executive Vice President and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON DECEMBER 5, 1995.
Signature Title
--------- -----
TERENCE E. ADDERLEY*
- -------------------------
Terence E. Adderley Director
JAMES K. BAKER*
- -------------------------
James K. Baker Director
JOHN H. BRYAN*
- -------------------------
John H. Bryan Director
SIEGFRIED BUSCHMANN*
- -------------------------
Siegfried Buschmann Director
JAMES S. CROWN*
- -------------------------
James S. Crown Director
MAUREEN A. FAY, O.P.*
- -------------------------
Maureen A. Fay, O.P. Director
CHARLES T. FISHER III*
- -------------------------
Charles T. Fisher III Director
DONALD V. FITES*
- -------------------------
Donald V. Fites Director
VERNE G. ISTOCK*
- -------------------------
Verne G. Istock Director and Principal Executive Officer
II-4
<PAGE>
THOMAS H. JEFFS II*
- -------------------------
Thomas H. Jeffs II* Director
RICHARD A. MANOOGIAN*
- -------------------------
Richard A. Manoogian Director
SCOTT P. MARKS, JR.*
- -------------------------
Scott P. Marks, Jr. Director
WILLIAM T. MCCORMICK, JR.*
- -------------------------
William T. McCormick, Jr. Director
EARL L. NEAL, ESQ.*
- -------------------------
Earl L. Neal, Esq. Director
JAMES J. O'CONNOR*
- -------------------------
James J. O'Connor Director
THOMAS E. REILLY, JR.*
- -------------------------
Thomas E. Reilly, Jr. Director
PATRICK G. RYAN*
- -------------------------
Patrick G. Ryan Director
ADELE SIMMONS*
- -------------------------
Adele Simmons Director
RICHARD L. THOMAS*
- -------------------------
Richard L. Thomas Director
DAVID J. VITALE*
- -------------------------
David J. Vitale Director
WILLIAM J. ROBERTS*
- -------------------------
William J. Roberts Principal Accounting Officer
ROBERT A. ROSHOLT*
- -------------------------
Robert A. Rosholt Principal Financial Officer
- ------------
*The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-indicated directors and
officers of the Registrant pursuant to a power of attorney signed by such
directors and officers.
\s\ ROBERT A. ROSHOLT
----------------------------------------------
Robert A. Rosholt
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------ -----------------------
4(a) Restated Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 4(a) to the Registrant's
Current Report on Form 8-K dated December 4, 1995)
4(b) By-Laws of the Registrant, as amended (incorporated by reference to
Exhibit 4(b) to the Registrant's Current Report on Form 8-K dated
December 4, 1995)
5 Opinion of Counsel for the Registrant (including Consent of Counsel
for the Registrant)
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Arthur Andersen LLP
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Counsel for the Registrant (included in Exhibit 5)
24 Power of Attorney
<PAGE>
[Letterhead of Sherman I. Goldberg]
Exhibits 5 and 23(d)
December 5, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: First Chicago NBD Corporation
Form S-3 Registration Statement
-------------------------------
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Secretary of First
Chicago NBD Corporation, a Delaware corporation (the "Company"), and in
such capacity, I am, or members of my staff subject to my supervision are,
familiar with (i) the Restated Certificate of Incorporation and By-Laws of
the Company; (ii) the Registration Statement on Form S-3 concurrently
being filed with the Securities and Exchange Commission (the "Registration
Statement") relating to the offering of shares of the Company's Common
Stock, $1.00 par value per share (the "Common Stock"), pursuant to the
provisions of the Company's Dividend Reinvestment and Stock Purchase Plan
(the "Plan") as set forth in the Registration Statement; and (iii) such
other documents, proceedings and matters as I deem necessary in order to
enable me to render the opinion hereinafter expressed.
On the basis of the foregoing, it is my opinion that the shares of
Common Stock offered as set forth in the Registration Statement, when
issued in accordance with their respective terms and the terms of the Plan,
will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name whenever it appears in
such Registration Statement, including the Prospectus constituting a part
thereof, as originally filed or as subsequently amended.
Very truly yours,
\s\ SHERMAN I. GOLDBERG
Sherman I. Goldberg
<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of First Chicago NBD Corporation on Form S-3 of our report dated January
17, 1995, appearing in the Annual Report on Form 10-K of NBD Bancorp, Inc.
for the year ended December 31, 1994, and appearing in the Current Report
on Form 8-K of First Chicago Corporation dated July 21, 1995. We also
consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Detroit, Michigan
December 1, 1995
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To First Chicago NBD Corporation:
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 17, 1995, on the consolidated financial statements of First
Chicago Corporation, incorporated by reference in the Annual Report on Form 10-K
of First Chicago Corporation for the year ended December 31, 1994, and to the
reference to our Firm under the caption "Experts" in the Prospectus included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
December 1, 1995
<PAGE>
EXHIBIT 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To First Chicago NBD Corporation:
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated December 1,
1995, on the supplemental consolidated financial statements of First Chicago
NBD Corporation, appearing in the Current Report on Form 8-K of First Chicago
NBD Corporation dated December 4, 1995, and to the reference to our Firm under
the caption "Experts" in the Prospectus included in this Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
December 1, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert A. Rosholt, Daniel T. Lis and Michael
Lipsitz, jointly and severally, his attorney-in-fact, each with power of
substitution, for him in any and all capacities to sign a Registration Statement
on Form S-3 relating to Common Stock of First Chicago NBD Corporation (the
"Corporation") to be issued in connection with the Corporation's Dividend
Reinvestment and Stock Purchase Plan pursuant to resolutions adopted by the
Board of Directors of the Corporation on October 16, 1995, and any amendments
thereto, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Signature Title
--------- -----
\s\ TERENCE E. ADDERLEY
- --------------------------- Director
Terence E. Adderley
\s\ JAMES K. BAKER
- --------------------------- Director
James K. Baker
\s\ JOHN H. BRYAN
- --------------------------- Director
John H. Bryan
\s\ SIEGFRIED BUSCHMANN
- --------------------------- Director
Siegfried Buschmann
\s\ JAMES S. CROWN
- --------------------------- Director
James S. Crown
\s\ MAUREEN A. FAY, O.P.
- --------------------------- Director
Maureen A. Fay, O.P.
\s\ CHARLES T. FISHER III
- --------------------------- Director
Charles T. Fisher III
\s\ DONALD V. FITES
- --------------------------- Director
Donald V. Fites
\s\ VERNE G. ISTOCK
- --------------------------- Director and Principal Executive Officer
Verne G. Istock
<PAGE>
\s\ THOMAS H. JEFFS II
- --------------------------- Director
Thomas H. Jeffs II
\s\ RICHARD A. MANOOGIAN
- --------------------------- Director
Richard A. Manoogian
\s\ SCOTT P. MARKS, JR.
- --------------------------- Director
Scott P. Marks, Jr.
\s\ WILLIAM T. MCCORMICK, JR.
- --------------------------- Director
William T. McCormick, Jr.
\s\ EARL L. NEAL, ESQ.
- --------------------------- Director
Earl L. Neal, Esq.
\s\ JAMES J. O'CONNOR
- --------------------------- Director
James J. O'Connor
\s\ THOMAS E. REILLY, JR.
- --------------------------- Director
Thomas E. Reilly, Jr.
\s\ PATRICK G. RYAN
- --------------------------- Director
Patrick G. Ryan
\s\ ADELE SIMMONS
- --------------------------- Director
Adele Simmons
\s\ RICHARD L. THOMAS
- --------------------------- Director
Richard L. Thomas
\s\ DAVID J. VITALE
- --------------------------- Director
David J. Vitale
\s\ WILLIAM J. ROBERTS
- --------------------------- Principal Accounting Officer
William J. Roberts
\s\ ROBERT A. ROSHOLT
- --------------------------- Principal Financial Officer
Robert A. Rosholt
Dated: December 1, 1995
