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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 1995
REGISTRATION NO. 33-62713
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
NBD BANCORP, INC.
(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)
611 WOODWARD AVENUE 48226
DETROIT, MICHIGAN (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
FIRST CHICAGO 1983 STOCK OPTION PLAN
FIRST CHICAGO STOCK INCENTIVE PLAN
LAKE SHORE BANCORP., INC. STOCK INCENTIVE PLAN
FIRST CHICAGO EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
FIRST CHICAGO SAVINGS INCENTIVE PLAN
(FULL TITLES OF THE PLANS)
DANIEL T. LIS, ESQ.
NBD BANCORP, INC.
611 WOODWARD AVENUE
DETROIT, MICHIGAN 48226
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(313) 225-1000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
SHERMAN I. GOLDBERG, ESQ.
FIRST CHICAGO CORPORATION
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60670
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Amending the Prospectus
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends Registration
Statement No. 33-62713 which was previously filed on Form S-4 (the "Original
Registration Statement") in connection with the merger (the "Merger") of First
Chicago Corporation ("First Chicago") with and into NBD Bancorp, Inc. ("NBD").
The Original Registration Statement as amended by this Post-Effective Amendment
No. 1 is referred to herein as the "Registration Statement". In connection with
the filing of the Original Registration Statement, 180,754,063 shares of NBD
Common Stock, $1.00 par value per share (the "NBD Common Stock"), were
registered with the Securities and Exchange Commission (the "Commission") and
the applicable filing fee was paid. The number of shares so registered pursuant
to the Original Registration Statement were those shares which are expected to
be distributed to the holders of First Chicago common stock, $5.00 par value per
share (the "First Chicago Common Stock"), in connection with the Merger and
those shares which are necessary to be distributed, or reserved for issuance, to
First Chicago employees in connection with certain employee benefit plans of
First Chicago in effect at the time of the Merger as listed on the cover of this
Post-Effective Amendment No.1 (the "First Chicago Plans"). Pursuant to the
terms of the Merger, all outstanding First Chicago employee stock options
exercisable for First Chicago Common Stock under the First Chicago Plans are to
be converted into stock options exerciseable for NBD Common Stock after the
effective time of the Merger based on a formula which will be described in the
offering material sent to holders of First Chicago stock options. In addition,
modifications will be made in the other First Chicago Plans to provide for the
issuance of NBD Common Stock in lieu of First Chicago Common Stock, as provided
in the relevant plan, after the effective time of the Merger; updated offering
materials also will be sent to participants in these plans.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by NBD (File No. 1-7127) with the
Commission are incorporated by reference in the Registration Statement:
(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 and November 14, 1995;
(d) The description of NBD Common Stock set forth in NBD's registration
statement filed pursuant 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; and
(e) The Joint Proxy Statement-- Prospectus, dated September 18, 1995 of
NBD and First Chicago.
The following documents heretofore filed by First Chicago (File No. 1-6052)
with the Commission are incorporated by reference in the Registration Statement:
(a) First Chicago's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) First Chicago's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995; and
(c) First Chicago'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 and November 14, 1995.
All documents filed by NBD, First Chicago or First Chicago NBD Corporation or
any First Chicago Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, subsequent to the date hereof and prior to the filing of a post-
effective amendment which indicates that all the securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into the Registration Statement 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
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superseded for purposes of the 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 such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities
This item is inapplicable as the securities to be offered are registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock of NBD offered hereby has been
passed upon for NBD by Daniel T. Lis, Chief Legal Officer of NBD. Mr. Lis is a
Senior Vice President and Secretary of NBD and is also a stockholder of NBD and
a holder of options to purchase shares of NBD.
The consolidated financial statements of NBD incorporated in this
Registration Statement 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 First Chicago 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.
Item 6. Indemnification of Directors and Officers
Article Eighth of NBD'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 NBD 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 NBD, or of any corporation or organization which the person
served in any capacity at the request of NBD, 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 NBD 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 have been adjudged to be liable for negligence or misconduct
in the performance of the person's duty to NBD 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 First Chicago Savings Incentive Plan (the "Savings Incentive Plan")
provides that, to the extent permitted by law, any person who is a present or
former director, officer or employee of any employer covered by the Savings
Incentive Plan to whom the Savings Incentive Plan Committee, which administers
the Savings Incentive Plan, or an employer has delegated any portion of its
responsibilities under the Savings Incentive Plan and each present or former
Savings Incentive Plan Committee member shall be indemnified and saved harmless
by the employers (to the extent not indemnified or saved harmless under any
liability insurance or other indemnification arrangement with respect to the
Savings Incentive Plan) from and against any and all claims of liability to
which such person may be subjected by reason of any act done or omitted to be
done in good faith with respect to the administration of the Savings Incentive
Plan or the investment of the trust fund, including all expenses reasonably
incurred in the individual's defense, in the event that the employers fail to
provide such defense.
The First Chicago 1983 Stock Option Plan (the "1983 Plan") provides that any
person who is or was a director, officer or employee of an employer whose
employees were eligible to participate in the 1983 Plan and each non-officer
director shall be entitled to indemnification by such employers from and against
any and all liability or claim to liability to which such person may be
subjected by reason of any act done in good faith or omitted to be done in good
faith with respect to the administration of the 1983 Plan, including all
expenses reasonably incurred in the individual's defense, in the event that such
employers fail to provide such defense.
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The First Chicago Employee Stock Purchase and Saving Plan (the "Stock
Purchase Plan") provides that any person who is a director, officer or employee
of First Chicago (or its successor) or a corporation whose employees are
eligible to participate in the Stock Purchase Plan and each member of the
committee administering the Stock Purchase Plan shall be entitled to
indemnification by First Chicago (or its successor) from and against any and all
liability or claims to liability to which such person may be subjected by reason
of any act done in good faith or omitted to be done in good faith with respect
to the administration of the administering the Stock Purchase Plan.
The directors and officers of NBD 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, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling NBD pursuant to the foregoing provisions, NBD
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
This item is inapplicable.
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Item 8. Exhibits.
The First Chicago Savings Incentive Plan (including any amendments
thereto) has been submitted to the Internal Revenue Service (the "IRS")
in a timely manner and the Registrant undertakes to make all changes
required by the IRS to qualify such plan under Section 401 of the
Internal Revenue Code.
This Registration Statement includes the following Exhibits:
Exhibit
Number Description of Exhibits
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2 Agreement and Plan of Merger, dated as of July 11, 1995, between
NBD Bancorp, Inc. and First Chicago Corporation, as amended*
5 Opinion of Daniel T. Lis as to legality of securities being
issued
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Arthur Andersen LLP
23(e) Consent of Daniel T. Lis (included in Exhibit 5 hereof)
24 Powers of Attorney *
99(g)(i) First Chicago Savings Incentive Plan (incorporated by reference
to Exhibit 10(G) to First Chicago's Annual Report on Form 10-K
for the year ended December 31, 1994)
99(g)(ii) First Chicago Employee Stock Purchase and Savings Plan
(incorporated by reference to Exhibit 28 to First Chicago's Form
S-8 Registration Statement (File No.33-50574))
99(g)(iii) First Chicago 1983 Stock Option Plan (incorporated by reference
to Exhibit 28 to First Chigago's Post-Effective Amendment No.1
to Form S-8 Registration Statement (File No. 33-15779))
99(g)(iv) First Chicago Stock Incentive Plan (incorporated by reference to
Exhibit 4(B) to First Chicago's Form S-3 Registration Statement
(File No. 33-37717))
99(g)(v) Lake Shore Bancorp., Inc. Stock Incentive Plan (incorporated by
reference to Exhibit 99 to First Chicago's Post Effective
Amendment No. 1 to Form S-8 Registration Statement (File No. 33-
52259))
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*Previously filed.
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Item 9. 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.
Provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if the
Registration Statement is on Form S-8, 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 mean 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 (and,
where applicable, each filing of an employer benefit plan's annual report
pursuant to 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.
(5) That, insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to Registrant's indemnification
provisions, or otherwise, Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, Registrant will,
unless in the opinion of its counsel the matter-has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NBD certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing this Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form S-4 and has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Detroit, State of Michigan, on the
29th day of November, 1995.
NBD BANCORP, INC.
By: /s/ Verne G. Istock
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Verne G. Istock
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on November 29, 1995.
Signature Title
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/s/ Verne G. Istock Chairman, Chief Executive Officer and Director
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Verne G. Istock
/s/ Philip S. Jones Executive Vice President, Treasurer and Chief
- ------------------------- Financial Officer
Philip S. Jones (Principal Financial Officer)
/s/ Gerald K. Hanson Senior Vice President and Comptroller (Principal
- ------------------------- Accounting Officer)
Gerald K. Hanson
/s/ Terence E. Adderley
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Terence E. Adderley Director
/s/ James K. Baker
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James K. Baker Director
/s/ Don H. Barden
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Don H. Barden Director
/s/ Siegfried Buschmann
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Siegfried Buschmann Director
/s/ Bernard B. Butcher Director
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Bernard B.Butcher
/s/ John W. Day
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John W. Day Director
/s/ Maureen A. Fay, O.P.
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Maureen A. Fay, O.P. Director
/s/ Charles T. Fisher III
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Charles T. Fisher III Director
/s/ Alfred R. Glancy III
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Alfred R. Glancy III Director
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Dennis J. Gormley Director
/s/ Joseph L. Hudson, Jr.
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Joseph L. Hudson, Jr. Director
/s/ Thomas H. Jeffs II
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Thomas H. Jeffs II Director
/s/ John E. Lobbia
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John E. Lobbia Director
/s/ Richard A. Manoogian
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Richard A. Manoogian Director
/s/ William T. McCormick, Jr.
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William T. McCormick, Jr. Director
/s/ Thomas E. Reilly, Jr.
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Thomas E. Reilly, Jr. Director
/s/ Irving Rose
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Irving Rose Director
/s/ Robert C. Stempel
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Robert C. Stempel Director
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Peter W. Stroh Director
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Ormand J. Wade Director
_______________
The undersigned, by signing his name hereto, does hereby sign this Post-
Effective Amendment No. 1 to the 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.
Verne G. Istock
Attorney-in-Fact
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Exhibits 5 and 23(e)
November 29, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: NBD Bancorp, Inc.
Post-Effective Amendment No. 1 on Form S-8
to the Registration Statement on Form S-4
Ladies and Gentlemen:
Reference is made to the Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-4 relating to the First Chicago 1983 Stock
Option Plan, the First Chicago Stock Incentive Plan, the Lake Shore Bancorp.,
Inc. Stock Incentive Plan, the First Chicago Employee Stock Purchase and Savings
Plan and the First Chicago Savings Incentive Plan (collectively, the "Plans")
concurrently being filed with the Securities and Exchange Commission (the
"Registration Statement") pursuant to which the Company's common stock, $1 par
value per share (the "Common Stock"), will be issued, or reserved for issuance,
under the Plans pursuant to the merger of First Chicago Corporation with and
into the Company (the "Merger") under the terms of the Agreement and Plan of
Merger, dated as of July 11, 1995, as amended (the "Agreement").
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such corporate records, certificates of public officials, and
other documents as I have deemed necessary or relevant as a basis for my opinion
set forth herein.
On the basis of the foregoing, it is my opinion that the shares of Common
Stock offered as set forth in the Registration Statement and relevant Plan
documents, when issued in accordance with their respective terms and the terms
of the Agreement and the respective Plans, 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 applicable Prospectus constituting a part
thereof, as originally filed or as subsequently amended.
Very truly yours,
/s/ Daniel T. Lis
Daniel T. Lis, Esq.
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Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-62713 of NBD Bancorp, Inc. on Form S-8 of
our report dated January 17, 1995, appearing in the Annual Report on From 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 "Interests of Named
Experts and Counsel" in this Registration Statement.
DELOITTE & TOUCHE LLP
Detroit, Michigan
November 29, 1995
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Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To NBD Bancorp, Inc.:
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 "Interest of Named Experts and Counsel" included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
November 28, 1995.
