<PAGE>
Page 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1994
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN
--------------------------------------------------------
(Full title of the Plan)
NBD BANCORP, INC. a Delaware Corporation
----------------------------------------
(Name of issuer of the securities held pursuant to the Plan)
611 Woodward Avenue, Detroit, Michigan 48226
--------------------------------------------
(Address of Plan and of principal executive offices of issuer)
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
NBD Bancorp, Inc. Employees' Savings and Investment Plan Committee has
duly caused this Annual Report to be signed by the undersigned thereunto
duly authorized.
NBD Bancorp, Inc.
Employees' Savings and
Investment Plan (Investment Plus)
Dated: June 23, 1995 By /s/ Kenneth E. Kleiman
----------------------
Kenneth E. Kleiman
Plan Administrator
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Page 2
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS - INDEX
PAGE
--------
INDEPENDENT AUDITORS' REPORT..................................... 3
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
With Fund Information:
As Of December 31, 1994.................................... 4-5
As Of December 31, 1993.................................... 6-7
Statement of Changes in Net Assets Available for Benefits
With Fund Information:
For The Year Ended December 31, 1994....................... 8-10
For The Year Ended December 31, 1993....................... 11-12
NOTES TO FINANCIAL STATEMENTS.................................... 13-18
SUPPLEMENTAL SCHEDULES:
Item 27a. - Schedule of Assets Held for Investment Purposes
As of December 31, 1994........................... 19-21
Item 27d. - Schedule of Reportable Transactions for the Year
Ended December 31, 1994........................... 22
<PAGE>
Page 3
INDEPENDENT AUDITORS' REPORT
Employees' Savings and Investment Plan Committee
NBD Bancorp, Inc. Employees' Savings and Investment Plan
Detroit, Michigan
We have audited the accompanying statements of net assets available for benefits
of NBD Bancorp, Inc. Employees' Savings and Investment Plan (the "Plan") as of
December 31, 1994 and 1993, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1994 and 1993, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of (1) assets held for investment purposes as of December 31, 1994 and (2)
reportable transactions for the year ended December 31, 1994 are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in
the statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The supplemental schedules and Fund Information are the responsibility of the
Plan's management. Such schedules and Fund Information have been subjected to
the auditing procedures applied in our audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
June 20, 1995
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Page 4
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
Participant Directed
------------------------------------------------------------------
Total Woodward Woodward Woodward
of All NBD Opportunity Growth/Value Balanced
Funds Fund Fund Fund Fund
============ ============ ============ ============ ============
ASSETS:
<S> <C> <C> <C> <C> <C>
Cash....................................... $ 71,177 $ (2,214) $ 5,052 $ - $ 68,333
Investments, at market (Note D)............ 459,515,107 260,021,985 45,889,275 38,781,392 16,326,311
Interest and dividends receivable.......... 269,224 877 9 6 49
------------ ------------ ------------ ------------ ------------
Net assets available for benefits....... $459,855,508 $260,020,648 $ 45,894,336 $ 38,781,398 $ 16,394,693
============ ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 5
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (concluded)
AS OF DECEMBER 31, 1994
Participant Directed Non-Participant Directed
------------------------------ ------------------------------
Grand Rapids
Woodward Money Subsidiary
Bond Market Investment Loan
Fund Fund Accounts Fund
============ ============ ============ ============
ASSETS:
<S> <C> <C> <C> <C>
Cash....................................... $ - $ - $ 6 $ -
Investments, at market (Note D)............ 19,059,993 52,008,496 2,048,903 25,378,752
Interest and dividends receivable.......... 7 250,230 18,043 3
------------ ------------ ------------ ------------
Net assets available for benefits....... $ 19,060,000 $ 52,258,726 $ 2,066,952 $ 25,378,755
============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 6
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1993
Participant Directed
------------------------------------------------------------------
Total Money
of All NBD Equity Bond Market
Funds Fund Fund Fund Fund
============ ============ ============ ============ ============
ASSETS:
<S> <C> <C> <C> <C> <C>
Cash....................................... $ 817,500 $ 606 $ 4,750 $ (2) $ 201
Investments, at market (Note D)............ 376,149,468 228,195,551 44,181,583 17,617,919 44,299,686
Interest and dividends receivable.......... 606,524 2,615 88,768 288,232 123,179
------------ ------------ ------------ ------------ ------------
Total assets available for benefits..... $377,573,492 $228,198,772 $ 44,275,101 $ 17,906,149 $ 44,423,066
============ ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 7
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (concluded)
AS OF DECEMBER 31, 1993
Participant Directed Non-Participant Directed
------------------------------ ------------------------------
Grand Rapids
Mortgage Subsidiary
Index Securities Investment Loan
Fund Fund Accounts Fund
============ ============ ============ ============
ASSETS:
<S> <C> <C> <C> <C>
Cash....................................... $ 1 $ 152 $ 1,857 $ 809,935
Investments, at market (Note D)............ 19,953,629 5,514,148 2,175,002 14,211,950
Interest and dividends receivable.......... 17,778 73,599 9,648 2,705
------------ ------------ ------------ ------------
Total assets available for benefits..... $ 19,971,408 $ 5,587,899 $ 2,186,507 $ 15,024,590
============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 8
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
Participant Directed
-------------------------------------------------------------
Total Woodward Woodward Woodward
of All NBD Opportunity Growth/Value Balanced
Funds Fund Fund Fund Fund
============= ============= ============= ============= =============
<S> <C> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year.......................... $377,573,492 $228,198,772 $ - $ - $ -
Additions:
Contributions (Note A):
Employer................................ 14,700,903 7,669,623 2,606,438 1,689,859 719,633
Employee................................ 27,372,847 13,719,801 5,041,806 3,214,834 1,428,493
Interest and dividends..................... 18,081,580 10,817,178 611,628 1,080,247 594,893
Net transfer from/(to) other funds......... - (2,427,529) 41,112,485 35,235,845 15,668,107
Transfer from/(to) other plans (Note A).... 81,558,337 38,418,301 - - -
Miscellaneous Income....................... 145 57 28 7 3
Net appreciation/(depreciation) in fair value
of investments (Note D)................. (29,703,646) (23,434,415) (1,985,653) (725,057) (818,934)
------------- ------------- ------------- ------------- -------------
112,010,166 44,763,016 47,386,732 40,495,735 17,592,195
Deductions:
Distribution to participants............... 29,727,431 12,941,128 1,492,396 1,714,337 1,197,502
Administrative Expenses.................... 719 12 - - -
------------- ------------- ------------- ------------- -------------
29,728,150 12,941,140 1,492,396 1,714,337 1,197,502
------------- ------------- ------------- ------------- -------------
Net additions/(deductions).................... 82,282,016 31,821,876 45,894,336 38,781,398 16,394,693
------------- ------------- ------------- ------------- -------------
Net assets available for benefits,
end of year................................ $459,855,508 $260,020,648 $ 45,894,336 $ 38,781,398 $ 16,394,693
============= ============= ============= ============= =============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 9
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (continued)
FOR THE YEAR ENDED DECEMBER 31, 1994
Participant Directed Non-Participant Directed
------------------------------- -----------------------------
Grand Rapids
Woodward Money Subsidiary
Bond Market Investment Loan
Fund Fund Accounts Fund
============= ============= ============= =============
<S> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year.......................... $ - $ 44,423,066 $ 2,186,507 $ 15,024,590
Additions:
Contributions (Note A):
Employer................................ 682,291 1,333,059 - -
Employee................................ 1,411,894 2,556,019 - -
Interest and dividends..................... 1,317,144 2,476,759 122,071 1,061,660
Net transfer from/(to) other funds......... 18,715,242 (25,963,612) (9,892) 5,405,290
Transfer from/(to) other plans (Note A).... - 38,519,538 - 4,620,498
Miscellaneous Income....................... 3 47 - -
Net appreciation/(depreciation) in fair value
of investments (Note D)................. (2,611,956) - (123,010) -
------------- ------------- ------------- -------------
19,514,618 18,921,810 (10,831) 11,087,448
Deductions:
Distribution to participants............... 454,618 11,086,150 108,017 733,283
Administrative Expenses.................... - - 707 -
------------- ------------- ------------- -------------
454,618 11,086,150 108,724 733,283
------------- ------------- ------------- -------------
Net additions/(deductions).................... 19,060,000 7,835,660 (119,555) 10,354,165
------------- ------------- ------------- -------------
Net assets available for benefits,
end of year................................ $ 19,060,000 $ 52,258,726 $ 2,066,952 $ 25,378,755
============= ============= ============= =============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 10
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (concluded)
FOR THE YEAR ENDED DECEMBER 31, 1994
Participant Directed
---------------------------------------------------------------
Mortgage
Equity Bond Index Securities
Fund Fund Fund Fund
============= ============= ============= =============
<S> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year.......................... $ 44,275,101 $ 17,906,149 $ 19,971,408 $ 5,587,899
Additions:
Contributions (Note A):
Employer................................ - - - -
Employee................................ - - - -
Interest and dividends..................... - - - -
Net transfer from/(to) other funds......... (44,270,301) (17,906,324) (19,971,412) (5,587,899)
Net transfer from/(to) other plans (Note A) - - - -
Miscellaneous Income....................... - - - -
Net appreciation/(depreciation) in fair value
of investments (Note D)................. (4,800) 175 4 -
------------- ------------- ------------- -------------
(44,275,101) (17,906,149) (19,971,408) (5,587,899)
Deductions:
Distribution to participants............... - - - -
Administrative Expenses.................... - - - -
------------- ------------- ------------- -------------
- - - -
------------- ------------- ------------- -------------
Net additions/(deductions).................... (44,275,101) (17,906,149) (19,971,408) (5,587,899)
------------- ------------- ------------- -------------
Net assets available for benefits,
end of year................................ $ - $ - $ - $ -
============= ============= ============= =============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 11
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
Participant Directed
-------------------------------------------------------------
Total Money
of All NBD Equity Bond Market
Funds Fund Fund Fund Fund
============= ============= ============= ============= =============
<S> <C> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year.......................... $291,005,280 $187,598,082 $ 27,981,033 $ 12,597,868 $ 32,775,464
Additions:
Contributions (Note A):
Employer................................ 11,894,319 7,820,792 1,431,923 474,305 980,159
Employee................................ 21,275,452 13,818,718 2,594,913 842,999 1,834,747
Interest and dividends..................... 13,035,101 7,439,012 944,878 1,964,187 1,263,983
Net transfer from/(to) other funds......... - (3,233,117) 832,348 (222,351) 1,226,912
Net transfer from/(to) other plans (Note A) 71,361,766 45,458,084 5,682,598 2,419,165 12,319,760
Net appreciation/(depreciation) in fair value
of investments (Note D)................. (16,770,660) (22,656,524) 4,890,379 (154,645) -
------------- ------------- ------------- ------------- -------------
100,795,978 48,646,965 16,377,039 5,323,660 17,625,561
Deductions:
Distribution to participants............... 14,227,766 8,046,275 82,971 15,379 5,977,959
------------- ------------- ------------- ------------- -------------
Net additions/(deductions).................... 86,568,212 40,600,690 16,294,068 5,308,281 11,647,602
------------- ------------- ------------- ------------- -------------
Net assets available for benefits,
end of year................................ $377,573,492 $228,198,772 $ 44,275,101 $ 17,906,149 $ 44,423,066
============= ============= ============= ============= =============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 12
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (concluded)
FOR THE YEAR ENDED DECEMBER 31, 1993
Participant Directed Non-Participant Directed
------------------------------- -----------------------------
Grand Rapids
Mortgage Subsidiary
Index Securities Investment Loan
Fund Fund Accounts Fund
============= ============= ============= =============
<S> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year.......................... $ 12,628,197 $ 4,781,960 $ 2,259,084 $ 10,383,592
Additions:
Contributions (Note A):
Employer................................ 904,467 282,673 - -
Employee................................ 1,683,672 500,403 - -
Interest and dividends..................... 339,579 444,247 125,284 513,931
Net transfer from/(to) other funds......... (606,856) (2,040,118) (83,885) 4,127,067
Net transfer from/(to) other plans (Note A) 3,869,118 1,634,299 (21,258) -
Net appreciation/(depreciation) in fair value
of investments (Note D)................. 1,167,667 (14,916) (2,621) -
------------- ------------- ------------- -------------
7,357,647 806,588 17,520 4,640,998
Deductions:
Distribution to participants............... 14,436 649 90,097 -
------------- ------------- ------------- -------------
Net additions/(deductions).................... 7,343,211 805,939 (72,577) 4,640,998
------------- ------------- ------------- -------------
Net assets available for benefits,
end of year................................ $ 19,971,408 $ 5,587,899 $ 2,186,507 $ 15,024,590
============= ============= ============= =============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 13
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEARS ENDED DECEMBER 31, 1994 AND 1993
NOTE A - The Plan
General
-------
NBD Bancorp, Inc. (the "Corporation") adopted its Employees'
Savings and Investment Plan ("Investment Plus" or the "Plan")
effective January 1, 1988. The Plan is the amended, renamed and
restated continuation of the NBD Bancorp, Inc. Employees'
Profit-Sharing Plan (the "Former Plan") that had been adopted by
the Corporation in 1981. Each employee electing to participate in
the Plan makes contributions by means of salary deductions.
Participant contributions are limited to 10 percent of
participant's pay as defined in the Plan, or such maximum amounts
as may be approved by the Internal Revenue Service. The
Corporation provides matching contributions of one dollar for every
dollar that participants contribute up to 2 percent of their pay
and 50 cents for each additional dollar that participants
contribute up to another 4 percent of their pay. The participant
has a zero vested percentage in the Corporation's contribution
until performing four years and five months of continuous service,
subject to break in service rules, at which time the participant
becomes fully vested. The participant is at all times fully vested
with regard to participant contributions.
Effective January 1, 1994, the NBD Indiana, Inc. Employee 401(K)
and Stock Ownership Plan merged into the Plan and physically
transferred its assets. During 1993, five affiliate plans were
merged into the Plan and physically transferred their assets.
Effective January 1, 1993, the FNW Bancorp, Inc. Employee Stock
Ownership Plan and the Gainer Bank Profit Sharing Plan merged into
the Plan. Effective July 1, 1993, the Summcorp 401(K) Profit
Sharing Plan and the Summcorp Employee Stock Ownership Plan merged
into the Plan. Effective October 1, 1993, the NBD Bancorp, Inc.
Employees' Stock Ownership Plan merged into the Plan.
Effective January 1, 1994, the Equity Fund, Bond Fund, Index Fund,
and Mortgage Securities Fund were replaced by the Woodward
Opportunity Fund, Woodward Growth/Value Fund, Woodward Balanced
Fund, and Woodward Bond Fund. Participants with balances in the
discontinued funds made elective transfers into any of the other
existing funds. If participants failed to make elections, their
balances were automatically placed into the Money Market Fund.
At December 31, 1994 and 1993, there were 18,901 and 14,095
participants, respectively, in the Plan. Employees are eligible to
participate in the Plan starting in the calendar year after the
date of hire provided that the employee is salaried or is regular
hourly and works more than an average of 17 1/2 hours per week.
Persons hired and working outside of the United States are not
eligible to participate in the Plan.
NBD Bank, N.A. - Trust Division and First National Bank of Boston
serve as Trustee and supplemental Trustee, respectively. First
National Bank of Boston makes all purchases and sales, on the open
market, of NBD Bancorp, Inc. common stock held under the Plan.
The Plan is administered by a Committee of not less than three
members appointed by the Chairman of the Board of Directors of the
Corporation. Administrative expenses not paid by the Corporation
may be deducted from the Trust Fund as directed by the Committee.
In the event of Plan termination, participants or their
beneficiaries will receive distributions as determined by the
Committee acting in accordance with the terms of the Plan, subject
to federal regulations under the Employee Retirement Income
Security Act of 1974.
<PAGE>
Page 14
NOTE A - The Plan (cont'd.)
Investment Programs
-------------------
The participants have an option as to the manner in which their
contributions are invested. A description of each investment
program follows:
The NBD Fund invests in NBD Bancorp, Inc. stock and NBD Bancorp,
Inc. convertible securities, or some combination thereof. Each
participant directs the trustee how to vote shares of NBD Bancorp,
Inc. stock represented by his or her account in the NBD Fund. The
trustee will not exercise voting rights with respect to those
shares for which a direction has not been received by the required
deadline. Dividends are reinvested to purchase more NBD Bancorp,
Inc. stock.
The Woodward Opportunity Fund invests in a portfolio of stocks of
smaller to midsized companies. The Fund seeks those smaller
companies that have above-average growth potential with superior
returns on investment.
The Woodward Growth/Value Fund invests in attractively priced
stocks of larger companies whose earnings are expected to grow more
than the market in general. The Fund consists of a broadly
diversified portfolio of stocks with above-average expected growth
in earnings and average market risk.
The Woodward Balanced Fund invests in a portfolio of equity, fixed
income and cash equivalent securities. The Balanced Fund's policy
is to invest at least 25 percent of its total assets in fixed
income securities and no more than 75 percent in equity securities.
The equity portion is invested primarily in publicly traded stocks
of U.S. companies. The fixed income component purchases debt
securities rated A or better with no maturity restrictions. The
cash equivalent portion is invested in first-tier money market
instruments.
The Woodward Bond Fund invests primarily in bonds rated A or
better, with an average maturity between six and twelve years. The
Fund is managed on the basis of anticipated interest rates over the
next three to twelve months.
The Money Market Fund invests in short-term money market
investments such as U.S. Treasury bills, notes and bonds, bank
instruments (i.e. certificates of deposit), commercial paper and
other corporate obligations. The Fund seeks a high level of
current income, as measured by recognized money market indices,
consistent with the preservation of principal and liquidity.
As of December 31, 1994, the number of trust participants in each of
the investment programs was as follows:
Fund Participants
---------------------------- ------------
NBD Fund.................... 14,835
Woodward Opportunity Fund... 6,291
Woodward Growth/Value Fund.. 5,301
Woodward Balanced Fund...... 2,875
Woodward Bond Fund.......... 2,881
Money Market Fund........... 6,099
<PAGE>
Page 15
NOTE A - The Plan (cont'd.)
Investment Programs (cont'd.)
-------------------
In each of the investment funds, the trustee may hold such portion
of each fund in highly liquid short-term investments, or cash, as
it may determine in its discretion.
The Plan participates in Woodward Funds (registered investment
companies) which are a family of mutual funds, managed by NBD Bank,
N.A. The Plan also participates in collective investment funds
managed by NBD Bank, N.A. The percentage of ownership of each fund
greater than 1% held by the Plan as of December 31, 1994, is as
follows:
%
---------
Registered Investment Companies:
Woodward Balanced Fund....... 29.78
Woodward Opportunity Fund.... 8.68
Woodward Growth/Value Fund... 6.77
Woodward Bond Fund........... 4.50
NBD Banks Investment Funds for
Employee Benefit Plans:
Money Market Fund............ 4.44
In 1988, NBD Bank, N.A. as Trustee appointed NBD Grand Rapids, N.A.
(subsequently merged into NBD Bank, N.A.) to serve as investment
manager and custodian of certain assets that were merged into the
Plan from the former Profit Sharing Program of Union Bancorp, Inc.
(The "Former Program"). As of December 31, 1994 and 1993 those
assets were held in individual subsidiary investment accounts
established under the Former Program. The Grand Rapids Subsidiary
Investment Accounts are invested in collective funds, registered
investment companies, U.S. government securities, NBD Bancorp, Inc.
common stock, and other common stock.
Participant Loans
-----------------
Provision is made in the Plan to permit participants, with approval
of the committee, to borrow a portion of their deferred vested
benefits. Each loan is subject to the following conditions:
- the loan amount does not exceed the lesser of a) 50% of the
participant's current fully vested interest in the fund, or b)
$50,000 reduced by the amount of the highest outstanding loan
balance to the participant in the last 12 months.
- each loan is secured by the participant's portion of the
current fund balance. (No distributions are made prior to
complete repayment of the loan and interest).
- the period of repayment does not exceed 5 years, 10 years if
the loan is for the purchase of a primary residence.
Under certain terms and conditions any unpaid loan balance,
including any accrued interest, may become immediately due. In the
event of default, the Trustee may convert any unpaid principal and
accrued interest from the participant's account into a distribution.
As of December 31, 1994, there were $25,403,930 in loans
outstanding. These amounts are transferred to a separate account.
For purposes of financial statement disclosure, the loans are
disclosed in a separate fund (except for Grand Rapids Subsidiary
Investment Accounts).
<PAGE>
Page 16
NOTE A - The Plan (cont'd.)
Transfer of Funds
-----------------
Each trust participant is entitled once per calendar quarter to
transfer a specified portion or all of his or her interest in any of
the investment funds to any of the other funds.
Participant Withdrawals
-----------------------
During a participant's employment with a participating employer or
a non-participating affiliate, distributions from the participant's
interest in the trust fund may be authorized by the Committee upon
a finding of need for financial assistance to meet cases of
immediate and heavy financial hardship, to provide funds for the
purchase of the participant's primary residence, to pay college
tuition costs for the participant or his or her dependent(s) if he
or she is unable to meet them, to pay for medical expenses, to pay
for funeral expenses, or to prevent eviction from the participant's
principal residence or foreclosure on his or her residential
mortgage.
The funds that represent a hardship distribution must conform to
conditions required by the Internal Revenue Service. A participant
can receive a distribution of funds only in such amount as does not
exceed the total amount of the participant's own authorized payroll
deduction contributions as then appearing on the records of the
Corporation. A participant who receives a hardship distribution
shall have his or her contributions to the trust fund suspended for
12 months following the distribution as required by law.
As of December 31, 1994 and 1993, net assets available for benefits
included benefits of $0 and $3,780,115, respectively, due to
participants who have applied to withdraw from the Plan, but whose
applications have not been processed and approved for payment.
Participant Forfeitures
-----------------------
Participants terminating employment before their employer matching
contributions are vested will forfeit such amounts and any earnings
thereon. These amounts are transferred into a forfeiture account
and are used either to reduce future employer contributions or
reinstate the participant's account if a participant is rehired by
the Corporation.
NOTE B - Significant Accounting Policies
Basis of Accounting
-------------------
The financial statements of the Plan are maintained on the accrual
basis.
Valuation of Investment
-----------------------
The investments of the Plan are stated at market values.
Accordingly, net unrealized appreciation or depreciation of
investments is reflected in the Statement of Changes in Net Assets
Available for Benefits. Market values represent closing prices for
those securities traded on national stock exchanges, bid quotation
for those securities traded over-the-counter and cost (which
approximates market) for trust demand notes.
<PAGE>
Page 17
NOTE B - Significant Accounting Policies (cont'd.)
Investment Income
-----------------
Cash dividends on investment securities are recognized as of the
ex-dividend date.
Net Appreciation or Depreciation in Fair Value of Investments
-------------------------------------------------------------
Realized and unrealized gains and losses are recognized on the basis
of fair value to adjusted cost (i.e. fair value at the beginning of
the year, or cost if the asset was acquired since that date). The
NBD Fund, Woodward Opportunity Fund, Woodward Growth/Value Fund,
Woodward Balanced Fund and Woodward Bond Fund recognize gains and
losses on stock or shares distributed to participants in settlement
of their account equal to the difference between adjusted cost, as
determined above, and fair value of the shares distributed.
NOTE C - Federal Income and Estate Taxes Applicable to the Plan
The Internal Revenue Service has determined and informed the
Corporation by a letter dated October 13, 1994, that the Plan and
related trust are designed in accordance with applicable sections of
the Internal Revenue Code, and that the trust is a tax-exempt trust.
<PAGE>
Page 18
<TABLE>
<CAPTION>
NOTE D - Investments
The following tabulation presents investments at market for the plan years ended December 31, 1994 and 1993:
1994 1993
------------- -------------
<S> <C> <C>
Marketable Securities:
Common Stock - NBD Bancorp, Inc............. $260,099,456 $227,169,482
Other Common Stock.......................... 89,110 39,657,932
Mortgage Backed Securities.................. 2,632 882,091
Bonds, Notes, and Other..................... 709,141 16,590,661
Collective Funds:
NBD Banks Investment Funds for Employee
Benefit Plans:
Money Market Fund........................ 52,456,941 46,070,953
Short Bond Fund.......................... - 315,278
NBD Grand Rapids Pooled Equity Fund......... - 124,814
Registered Investment Companies:
Woodward Opportunity Fund................... 45,889,275 -
Woodward Growth/Value Fund.................. 38,781,392 -
Woodward Balanced Fund...................... 16,326,311 -
Woodward Bond Fund.......................... 19,059,993 -
Woodward Short Bond Fund.................... 316,615 -
Woodward Intermediate Bond Fund............. 217,484 729,226
Woodward Intrinsic Value Fund............... 10,891 10,860
Woodward Capital Growth Fund................ 128,003 -
Woodward Equity Index Fund.................. - 2,144
Tri Continental Corp........................ 23,933 -
Repurchase Agreement (U.S. Government
Securities, 3.15%, maturing 01-03-94)....... - 30,544,268
Loans to Participants......................... 25,403,930 14,051,759
------------- -------------
Total Investments............................. $459,515,107 $376,149,468
============= =============
The following tabulation presents the net appreciation/(depreciation) in fair value of investments for the plan years ended
December 31, 1994 and 1993:
1994 1993
-------------- --------------
Marketable Securities:
Common Stock - NBD Bancorp, Inc............. $(23,441,136) $(22,665,013)
Other Common Stock.......................... (6,043) 4,932,104
Mortgage Backed Securities.................. (247) (226,622)
Bonds, Notes, and Other..................... (21,246) 296,293
Collective Funds:
NBD Banks Investment Funds for Employee
Benefit Plans:
Equity Index Fund........................ - (127,115)
Mortgage Backed Securities Fund.......... - (420,743)
Market Plus Bond Fund.................... - 183,286
Short Bond Fund.......................... (14,678) (6,274)
NBD Grand Rapids Pooled Equity Fund......... (3,202) (2,186)
Registered Investment Companies:
Woodward Opportunity Fund................... (1,985,653) -
Woodward Growth/Value Fund.................. (725,057) -
Woodward Balanced Fund...................... (818,934) -
Woodward Bond Fund.......................... (2,611,956) -
Woodward Short Bond Fund.................... (5,086) -
Woodward Intermediate Bond Fund............. (74,870) 14,287
Woodward Intrinsic Value Fund............... (380) 681
Woodward Capital Growth Fund................ 5,386 -
Woodward Equity Index Fund.................. 4 1,250,642
Tri Continental Corp........................ (548) -
-------------- --------------
Net (Depreciation)............................ $(29,703,646) $(16,770,660)
============== ==============
</TABLE>
<PAGE>
Page 19
<TABLE>
<CAPTION
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ITEM 27a. - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
Par Value
or Number Current
of Shares Description Cost Value
- ----------- -------------------------------------------------- ------------- -------------
MARKETABLE SECURITIES
---------------------
Common Stocks - NBD Bancorp, Inc.
---------------------------------
<S> <C> <C>
9,501,350 * NBD Bancorp, Inc.................................. $196,324,422 $260,099,456
============= =============
Other Common Stocks
--------------------
100 Airtouch Communications, Inc...................... $ 1,693 $ 2,912
300 Black Hills Corp.................................. 5,551 6,413
100 British Petroleum PLC............................. 6,413 7,987
74 Colgate Palmolive Company......................... 1,198 4,690
100 Dow Chemical Company.............................. 6,000 6,725
220 Exxon Corporation................................. 3,497 13,365
224 Ford Motor Company................................ 1,322 6,244
412 Foremost Corporation of America................... 12,122 14,729
306 GTE Corp.......................................... 6,018 9,295
100 General Electric Company.......................... 4,902 5,100
100 Pacific Telesis Group............................. 2,557 2,850
200 Sonat, Inc........................................ 2,400 5,600
100 Texas Utilities Company........................... 3,225 3,200
------------- -------------
Total Other Common Stocks................... $ 56,898 $ 89,110
============= =============
Mortgage Backed Securities
--------------------------
Collateralized Mort. Secs. Corp., C.M.O.,
2,793 7.00%, due 6-20-06........................... $ 2,690 $ 2,632
============= =============
Bonds, Notes, and Other
-----------------------
20,000 U.S. Treasury Note, 11.25%, due 2-15-95........... $ 19,915 $ 20,128
25,000 U.S. Treasury Note, 8.50%, due 5-15-95............ 25,086 25,187
25,000 U.S. Treasury Note, 8.875%, due 7-15-95........... 25,000 25,270
100,000 U.S. Treasury Note, 4.25%, due 7-31-95............ 98,492 98,562
50,000 U.S. Treasury Note, 8.50%, due 11-15-95........... 50,172 50,555
30,000 U.S. Treasury Note, 5.875%, due 5-31-96........... 29,916 29,348
40,000 U.S. Treasury Note, 6.25%, due 8-31-96............ 39,744 39,156
*Represents party in interest to the Plan.
</TABLE>
<PAGE>
Page 20
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ITEM 27a. - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
Par Value
or Number Current
of Shares Description Cost Value
- ----------- -------------------------------------------------- ------------- -------------
Bonds, Notes, and Other (cont'd.)
---------------------------------
<S> <C> <C>
25,000 U.S. Treasury Note, 6.50%, due 9-30-96............ 24,949 24,551
50,000 U.S. Treasury Note, 6.50%, due 11-30-96........... 49,813 48,961
25,000 U.S. Treasury Note, 6.25%, due 01-31-97........... 24,914 24,324
40,000 U.S. Treasury Note, 6.375%, due 06-30-97.......... 39,550 38,769
25,000 U.S. Treasury Note, 6.50%, due 08-15-97........... 24,734 24,242
50,000 U.S. Treasury Note, 6.00%, due 12-31-97........... 48,539 47,640
25,000 U.S. Treasury Note, 7.875%, due 04-15-98.......... 25,609 25,023
30,000 U.S. Treasury Note, 7.125%, due 10-15-98.......... 29,348 29,381
25,000 U.S. Treasury Note, 6.875%, due 07-31-99.......... 24,563 24,063
55,000 U.S. Treasury Note, 7.125%, due 09-30-99.......... 53,948 53,419
25,000 U.S. Treasury Note, 8.50%, due 02-15-00........... 26,250 25,684
30,000 U.S. Treasury Note,7.75%, due 02-15-01............ 29,906 29,878
Northwest Natural Gas Company, Convertible
25,000 Debenture, 7.25%, due 3-01-12................. 25,000 25,000
------------- -------------
Total Bonds, Notes, and Other................. $ 715,448 $ 709,141
============= =============
COLLECTIVE FUNDS
-----------------
NBD Banks Investment Funds for Employee
Benefit Plans:
52,456,941 * Money Market Fund................................. $ 52,456,941 $ 52,456,941
============= =============
REGISTERED INVESTMENT COMPANIES
-------------------------------
3,439,976 * Woodward Opportunity Fund....................... $ 49,728,498 $ 45,889,275
3,633,939 * Woodward Growth/Value Fund..................... 40,578,775 38,781,392
1,714,228 * Woodward Balanced Fund.......................... 17,085,964 16,326,311
2,117,071 * Woodward Bond Fund.............................. 21,509,673 19,059,993
32,176 * Woodward Short Bond Fund......................... 321,608 316,615
23,629 * Woodward Intermediate Bond Fund................... 244,501 217,484
1,040 * Woodward Intrinsic Value Fund..................... 11,324 10,891
12,257 * Woodward Capital Growth Fund...................... 122,617 128,003
1,204 Tri Continental Corp.............................. 26,570 23,933
------------- -------------
Total Registered Investment Companies......... $129,629,530 $120,753,897
============= =============
*Represents party in interest to the Plan.
</TABLE>
<PAGE>
Page 21
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ITEM 27a. - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
Par Value
or Number Current
of Shares Description Cost Value
- ----------- -------------------------------------------------- ------------- -------------
LOANS
------
<S> <C> <C>
* Loans to Participants-interest rates ranging
from 5.00% to 12.50% during the plan year... $ 25,403,930 $ 25,403,930
============= =============
Total Investments............................. $404,589,859 $459,515,107
============= =============
* Represents party in interest to the Plan.
Employer Identification Number:................... 38-1984850
Plan Number :................... 001
</TABLE>
<PAGE>
Page 22
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ITEM 27d. - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
The following series and single transactions were in excess of 5% of the fair value of Plan assets at the beginning
of the Plan year.
Purchases Sales
------------- -----------------------------------------
Description Purchase Sales Original Net Gain
of Assets Price Price Cost (Loss)
- ---------------------------------------------------- ------------- ------------- ------------- -------------
Series:
<S> <C> <C> <C> <C>
NBD Banks Investment Fund for
Employee Benefit Plans - Money Market Fund........ $100,675,161 $ 94,289,173 $ 94,289,173 $ -
Woodward Opportunity Fund........................... 51,864,405 - - -
Woodward Growth/Value Fund.......................... 42,228,436 - - -
Woodward Bond Fund.................................. 24,161,519 - - -
Woodward Balanced Fund.............................. 18,956,815 - - -
NBD Bancorp, Inc. Common Stock...................... 35,443,712 - - -
Single:
Woodward Opportunity Fund........................... 31,886,902 - - -
Woodward Growth/Value Fund.......................... 26,760,856 - - -
Repurchase Agreements, U.S. Government Securities,
Greenwich Capital Markets, Inc., 3.15%,
matured 01-03-94.................................. - 30,544,268 30,544,268 -
Department of Labor regulations define reportable transactions as those that exceed 5% of Plan assets at the beginning
of the year.
The amounts shown above represent aggregate transactions for the assets listed and no expenses were incurred
by the Plan related to the above listed transactions.
Employer Identification Number: ...... 38-1984850
Plan Number : ....... 001
</TABLE>
Exhibit (23)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference of our report dated June 20, 1995,
appearing in this Annual Report on Form 11-K of NBD Bancorp, Inc. Employees'
Savings and Investment Plan for the year ended December 31, 1994, in the
following Registration Statements:
REGISTRATION
FORM STATEMENT NO. DESCRIPTION
S-8 33-21036 NBD Bancorp, Inc. Performance Incentive Plan
S-8 33-17494 NBD Bancorp, Inc. Employees' Savings and
(Post-Effective Investment Plan (Investment Plus)
Amendment No. 1)
S-8 33-48773 FNW Stock Incentive Plan
S-8 33-46906 NBD Indiana, Inc. Employee Stock Option Plan
(Post-Effective
Amendment No. 1
to Form S-4)
S-8 33-50300 NBD Indiana, Inc. Incentive Stock Option Plan
(Post-Effective
Amendment No. 1
to Form S-4)
S-8 33-53928 NBD Indiana, Inc. 1990 Stock Incentive Plan
S-3 33-60788 NBD Bancorp, Inc. 7-1/2% Preferred Purchase Units
Due 2023
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Detroit, Michigan
June 26, 1995
