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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NBD Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 38-1984850
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(State of incorporation or organization) (I.R.S. employer
identification no.)
611 Woodward Avenue
Detroit, Michigan 48226
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(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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Common Stock, $1 par value Chicago Stock Exchange
Pacific Stock Exchange
Preferred Stock with Cumulative
and Adjustable Dividends,
Series B ($100 Stated Value),
no par value New York Stock Exchange
Preferred Stock with Cumulative
and Adjustable Dividends,
Series C ($100 Stated Value),
no par value New York Stock Exchange
Depositary Shares, each representing a
one-twenty-fifth interest in a
share of 8.45% Cumulative
Preferred Stock, Series E
($625 Stated Value), no par value New York Stock Exchange
Depositary Shares, each representing
one-hundredth of a share of
5 3/4% Cumulative
Convertible Preferred Stock, Series B
($5000 Stated Value), no par value New York Stock Exchange
8 1/2% Notes Due June 1, 1998 New York Stock Exchange
5 1/2% Exchangeable Notes Due February 15, 1997 New York Stock Exchange
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If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class to be so registered
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8.45% Cumulative Preferred Stock, Series E ($625 Stated Value), no par
value
5 3/4% Cumulative Convertible Preferred Stock, Series B ($5,000 Stated
Value), no par value
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Item 1. Description of Registrant's Securities to be Registered
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A description of the Registrant's Common Stock, $1 par value (the
"Common Stock") is contained in NBD's registration statement filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended,
and any amendment or report filed with the Securities and Exchange
Commission for the purpose of updating such description, and is also
contained under the caption "Description of NBD Capital Stock--NBD Common
Stock" set forth in the Registrant's Joint Proxy Statement--Prospectus
dated September 18, 1995 (the "Prospectus"), filed as part of the
Registrant's Registration Statement on Form S-4 (Registration No.
33-62713), which descriptions are incorporated herein by reference.
A description of the Registrant's Preferred Stock with Cumulative and
Adjustable Dividends, Series B ($100 Stated Value), no par value, is
contained in the Prospectus under the captions "Description of New
Preferred Stock--General" and "--New Series B Preferred Stock", which
description is incorporated herein by reference.
A description of the Registrant's Preferred Stock with Cumulative and
Adjustable Dividends, Series C ($100 Stated Value), no par value, is
contained in the Prospectus under the captions "Description of New
Preferred Stock--General" and "--New Series C Preferred Stock", which
description is incorporated herein by reference.
A description of the Registrant's 8.45% Cumulative Preferred Stock,
Series E ($625 Stated Value), no par value, and the Depositary Shares
representing a one-twenty-fifth interest in such Preferred Stock is
contained in the Prospectus under the captions "Description of New
Preferred Stock--General" and "--New Series E Preferred Stock", which
description is incorporated herein by reference.
A description of the Registrant's 5 3/4% Cumulative Convertible
Preferred Stock, Series B ($5000 Stated Value), no par value, and the
Depositary Shares representing a one-hundredth interest in such Preferred
Stock is contained in the Prospectus under the captions "Description of
New Preferred Stock--General" and "--New Convertible Preferred Stock",
which description is incorporated herein by reference.
A description of the Registrant's 8 1/2% Notes Due June 1, 1998 is
contained in the Prospectus Supplement dated May 13, 1986 to the
Prospectus dated April 29, 1986, filed as part of the Registration
Statement of First Chicago Corporation on Form S-3 (Registration No.
33-4681), which description is incorporated herein by reference.
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A description of the Registrant's 5 1/2% Notes Due February 15, 1997
is contained in the Prospectus Supplement dated February 8, 1994 to the
Prospectus dated November 4, 1993, filed as part of the Registration
Statement of First Chicago Corporation on Form S-3 (Registration No.
33-65904), which description is incorporated herein by reference.
Item 2. Exhibits
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(1) Restated Certificate of Incorporation of NBD Bancorp, Inc. ("NBD")
(incorporated by reference to Exhibit 3 to NBD's Annual Report on
Form 10-K for the year ended December 31, 1993).
(2) Amended By-laws of NBD (incorporated by reference to Exhibit 3(i) to
NBD's Registration Statement on Form S-4 (No. 33-62713)).
(3) Form of Proposed Amended and Restated Certificate of Incorporation
for First Chicago NBD Corporation (incorporated by reference to
Exhibit 3(ii) to NBD's Registration Statement on Form S-4 (No.
33-62713)).
(4) Form of Certificate of Designation, Preferences, Rights and
Limitations relating to the Preferred Stock with Cumulative and
Adjustable Dividends, Series B ($100 Stated Value), no par value
(incorporated by reference to Exhibit 4(c) to NBD's Registration
Statement on Form S-4 (No. 33-62713)).
(5) Form of Certificate of Designation, Preferences, Rights and
Limitations relating to the Preferred Stock with Cumulative and
Adjustable Dividends, Series C ($100 Stated Value), no par value
(incorporated by reference to Exhibit 4(d) to NBD's Registration
Statement on Form S-4 (No. 33-62713)).
(6) Form of Certificate of Designation, Preferences, Rights and
Limitations relating to the 8.45% Cumulative Preferred Stock, Series
E ($625 Stated Value), no par value (incorporated by reference to
Exhibit 4(e) to NBD's Registration Statement on Form S-4 (No.
33-62713)).
(7) Form of Certificate of Designation, Preferences, Rights and
Limitations relating to the 5 3/4% Cumulative Convertible Preferred
Stock, Series B ($5000 Stated Value), no par value (incorporated by
reference to Exhibit 4(f) to NBD's Registration Statement on Form S-4
(No. 33-62713)).
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(8) Deposit Agreement relating to the 5 3/4% Cumulative Convertible
Preferred Stock, Series B (incorporated by reference to Exhibit 4(k)
to First Chicago Corporation's Registration Statement on Form S-3
(No. 33-51408) as filed on First Chicago Corporation's Current Report
on Form 8-K dated March 5, 1993).
(9) Deposit Agreement relating to the 8.45% Cumulative Preferred Stock,
Series E (incorporated by reference to Exhibit 4(h) to First Chicago
Corporation's Registration Statement on Form S-3 (No. 33-51408) as
filed on First Chicago Corporation's Current Report on Form 8-K dated
November 13, 1992).
(10) Form of Indenture dated as of April 1, 1986, by and between First
Chicago Corporation and Chemical Bank (Delaware), as Trustee
(incorporated by reference to Exhibit 4(a) to First Chicago
Corporation's Registration Statement on Form S-3 (No. 33-4681)).
(11) Form of First Supplemental Indenture dated as of December 1, 1995,
between First Chicago NBD Corporation and Chemical Bank (Delaware),
as Trustee.
(12) 8 1/2% Note Due June 1, 1998 (incorporated by reference to Exhibit 1
to First Chicago Corporation's Form 8-A dated May 15, 1986 (File No.
1-6052)).
(13) Form of Indenture dated as of May 1, 1990, between First Chicago
Corporation and Norwest Bank Minnesota, National Association, as
Trustee (incorporated by reference to Exhibit 4(c) to First Chicago
Corporation's Registration Statement on Form S-3 (No. 33-34988)).
(14) Form of First Supplemental Indenture, dated as of February 1, 1994,
between First Chicago Corporation and Norwest Bank Minnesota,
National Association, as Trustee (incorporated by reference to
Exhibit 2 to First Chicago Corporation's Form 8-A/A (Amendment No. 1)
dated February 9, 1994 (File No. 1-6052)).
(15) Form of Second Supplemental Indenture, dated as of December 1, 1995,
between First Chicago NBD Corporation and Norwest Bank Minnesota,
National Association, as Trustee.
(16) Form of 5 1/2% Exchangeable Note Due February 15, 1997 (incorporated
by reference to Exhibit 3 to First Chicago Corporation's Form 8-A/A
(Amendment No. 1) dated February 9, 1994 (File No. 1-6052)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
NBD BANCORP, INC.
By: /s/ Daniel T. Lis
_____________________________________
Name: Daniel T. Lis
Title: Senior Vice President
and Secretary
Date: November 20, 1995
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EXHIBIT INDEX
Exhibit Number Description
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(1) Restated Certificate of Incorporation of NBD Bancorp, Inc.
("NBD") (incorporated by reference to Exhibit 3 to NBD's Annual
Report on Form 10-K for the year ended December 31, 1993).
(2) Amended By-laws of NBD (incorporated by reference to Exhibit 3(i)
to NBD's Registration Statement on Form S-4 (No. 33-62713)).
(3) Form of Proposed Amended and Restated Certificate of
Incorporation for First Chicago NBD Corporation (incorporated by
reference to Exhibit 3(ii) to NBD's Registration Statement on
Form S-4 (No. 33-62713)).
(4) Form of Certificate of Designation, Preferences, Rights and
Limitations relating to the Preferred Stock with Cumulative and
Adjustable Dividends, Series B ($100 Stated Value), no par value
(incorporated by reference to Exhibit 4(c) to NBD's Registration
Statement on Form S-4 (No. 33-62713)).
(5) Form of Certificate of Designation, Preferences, Rights and
Limitations relating to the Preferred Stock with Cumulative and
Adjustable Dividends, Series C ($100 Stated Value), no par value
(incorporated by reference to Exhibit 4(d) to NBD's Registration
Statement on Form S-4 (No. 33-62713)).
(6) Form of Certificate of Designation, Preferences, Rights and
Limitations relating to the 8.45% Cumulative Preferred Stock,
Series E ($625 Stated Value), no par value (incorporated by
reference to Exhibit 4(e) to NBD's Registration Statement on Form
S-4 (No. 33-62713)).
(7) Form of Certificate of Designation, Preferences, Rights and
Limitations relating to the 5 3/4% Cumulative Convertible
Preferred Stock, Series B ($5000 Stated Value), no par value
(incorporated by reference to Exhibit 4(f) to NBD's Registration
Statement on Form S-4 (No. 33-62713)).
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(8) Deposit Agreement relating to the 5 3/4% Cumulative Convertible Preferred
Stock, Series B (incorporated by reference to Exhibit 4(k) to First
Chicago Corporation's Registration Statement on Form S-3 (No. 33-51408) as
filed on First Chicago Corporation's Current Report on Form 8-K dated
March 5, 1993).
(9) Deposit Agreement relating to the 8.45% Cumulative Preferred Stock, Series
E (incorporated by reference to Exhibit 4(h) to First Chicago
Corporation's Registration Statement on Form S-3 (No. 33-51408) as filed
on First Chicago Corporation's Current Report on Form 8-K dated November
13, 1992).
(10) Form of Indenture dated as of April 1, 1986, by and between First Chicago
Corporation and Chemical Bank (Delaware), as Trustee (incorporated by
reference to Exhibit 4 (a) to First Chicago Corporation's Registration
Statement on Form S-3 (No. 33-4681)).
(11) Form of First Supplemental Indenture dated as of December 1, 1995, between
First Chicago NBD Corporation and Chemical Bank (Delaware), as Trustee.
(12) 8 1/2% Note Due June 1, 1998 (incorporated by reference to Exhibit 1 to
First Chicago Corporation's Form 8-A dated May 15, 1986 (File No.
1-6052)).
(13) Form of Indenture dated as of May 1, 1990, between First Chicago
Corporation and Norwest Bank Minnesota, National Association, as Trustee
(incorporated by reference to Exhibit 4(c) to First Chicago Corporation's
Registration Statement on Form S-3 (No. 33-34988)).
(14) Form of First Supplemental Indenture, dated as of February 1, 1994,
between First Chicago Corporation and Norwest Bank Minnesota, National
Association, as Trustee (incorporated by reference to Exhibit 2 to First
Chicago Corporation's Form 8-A/A (Amendment No. 1) dated February 9, 1994
(File No. 1-6052)).
(15) Form of Second Supplemental Indenture, dated as of December 1, 1995,
between First Chicago NBD Corporation and Norwest Bank Minnesota, National
Association, as Trustee.
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<PAGE>
(16) Form of 5 1/2% Exchangeable Note Due February 15, 1997 (incorporated by
reference to Exhibit 3 to First Chicago Corporation's Form 8-A/A
(Amendment No. 1) dated February 9, 1994 (File No. 1-6052)).
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<PAGE>
Exhibit 11
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FIRST SUPPLEMENTAL INDENTURE, dated as of December 1, 1995, between FIRST
CHICAGO NBD CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware ("FCNBD"), having its principal offices at One
First National Plaza, Chicago, Illinois 60670, and CHEMICAL BANK DELAWARE, a
banking corporation duly organized and existing under the laws of the State of
Delaware, as Trustee (the "Trustee").
WHEREAS, First Chicago Corporation ("First Chicago") has heretofore
executed and delivered to the Trustee an Indenture, dated as of April 1, 1986
(the "Indenture"), providing for the issuance from time to time of unsecured
debt securities (herein and therein called the "Notes"); and
WHEREAS, effective as of December 1, 1995, First Chicago merged with and
into NBD Bancorp, Inc., a Delaware corporation, which was renamed FCNBD; and
WHEREAS, Section 10.01 of the Indenture provides for the execution of an
indenture supplemental to the Indenture, in form satisfactory to the Trustee, to
evidence the succession of any successor corporation to First Chicago under the
Indenture and the assumption of such successor corporation of the covenants of
First Chicago in the Indenture and in the Notes pursuant to such Indenture; and
WHEREAS, all things necessary to make this First Supplemental Indenture a
valid agreement of FCNBD, as the successor corporation to First Chicago, under
the Indenture, in accordance with its terms, have been done.
NOW, THEREFORE, FCNBD and the Trustee hereby agree as follows:
1. From and after the date of this First Supplemental Indenture, FCNBD
shall for all purposes be deemed to be the "Company", as such term is defined in
the Indenture and the Notes, as if FCNBD was originally so named in the
<PAGE>
Indenture and the Notes, and, as such, FCNBD hereby expressly assumes, from and
after the date of this First Supplemental Indenture, the due and punctual
payment of the principal of, premium, if any, and interest on all of the Notes
and the performance of every covenant of the Indenture, as supplemented by this
First Supplemental Indenture, on the part of the Company to be performed or
observed.
2. All provisions of this First Supplemental Indenture shall be deemed to
be incorporated in, and made a part of, the Indenture; and the Indenture, as
supplemented by this First Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.
3. The Trustee accepts the trusts created by the Indenture, as
supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by this
First Supplemental Indenture.
4. The recitals contained in this First Supplemental Indenture shall be
taken as statements of FCNBD, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture.
5. All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.
6. This First Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
7. This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused the First Supplemental
Indenture to be duly executed, and their respective seals to be hereunto affixed
and attested, all as of the date first above written.
FIRST CHICAGO NBD CORPORATION
ATTEST:
By:
- -------------------------- --------------------------
Title: Title:
[Corporate Seal]
CHEMICAL BANK DELAWARE,
as Trustee
ATTEST:
By:
- -------------------------- --------------------------
Title: Title:
[Corporate Seal]
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<PAGE>
STATE OF ILLINOIS }
} ss:
COUNTY OF COOK }
On the 1st day of December, 1995, before me personally came_______________
_______________________, to me known, who, being duly sworn, did depose and say
that he is a _________________________________ of First Chicago NBD Corporation,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.
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Notary Public
My Commission Expires:
--------------------
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<PAGE>
STATE OF }
} ss:
COUNTY OF }
On the ____ day of __________ before me personally came______________
_______________________, to me known, who, being duly sworn, did depose and say
that he is a _________________________________ of Chemical Bank Delaware,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.
------------------------------
Notary Public
My Commission Expires:
--------------------
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<PAGE>
Exhibit 15
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SECOND SUPPLEMENTAL INDENTURE, dated as of December 1, 1995, between FIRST
CHICAGO NBD CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware ("FCNBD"), having its principal offices at One
First National Plaza, Chicago, Illinois 60670, and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, a national banking corporation duly organized and existing
under the laws of the United States of America, as Trustee (the "Trustee").
WHEREAS, First Chicago Corporation ("First Chicago") has heretofore
executed and delivered to the Trustee an Indenture, dated as of May 1, 1990 (the
"Original Indenture"), as supplemented by a First Supplemental Indenture, dated
as of February 1, 1994 (the "First Supplemental Indenture", and with the
Original Indenture, the "Indenture"), providing for the issuance from time to
time of unsecured debt securities (herein and therein called the "Notes"); and
WHEREAS, effective as of December 1, 1995, First Chicago merged with and
into NBD Bancorp, Inc., a Delaware corporation, which was renamed FCNBD; and
WHEREAS, Section 10.01 of the Indenture provides for the execution of an
indenture supplemental to the Indenture, in form satisfactory to the Trustee, to
evidence the succession of any successor corporation to First Chicago under the
Indenture and the assumption of such successor corporation of the covenants of
First Chicago in the Indenture and in the Notes pursuant to such Indenture; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a
valid agreement of FCNBD, as the successor corporation to First Chicago, under
the Indenture, in accordance with its terms, have been done.
<PAGE>
NOW, THEREFORE, FCNBD and the Trustee hereby agree as follows:
1. From and after the date of this Second Supplemental Indenture, FCNBD
shall for all purposes be deemed to be the "Company", as such term is defined in
the Indenture and the Notes, as if FCNBD was originally so named in the
Indenture and the Notes, and, as such, FCNBD hereby expressly assumes, from and
after the date of this Second Supplemental Indenture, the due and punctual
payment of the principal of, premium, if any, and interest on (including all
additional amounts, if any, payable pursuant to Section 5.04 of the Indenture)
all of the Notes and the performance of every covenant of the Indenture, as
supplemented by this Second Supplemental Indenture, on the part of the Company
to be performed or observed.
2. All provisions of this Second Supplemental Indenture shall be deemed to
be incorporated in, and made a part of, the Indenture; and the Indenture, as
supplemented by the First Supplemental Indenture and this Second Supplemental
Indenture, shall be read, taken and construed as one and the same instrument.
3. The Trustee accepts the trusts created by the Indenture, as
supplemented by the First Supplemental Indenture and this Second Supplemental
Indenture, and agrees to perform the same upon the terms and conditions in the
Indenture, as supplemented by the First Supplemental Indenture and this Second
Supplemental Indenture.
4. The recitals contained in this Second Supplemental Indenture shall be
taken as statements of FCNBD, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Second Supplemental Indenture.
5. All capitalized terms used and not defined herein shall have the
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respective meanings assigned to them in the Indenture.
6. This Second Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
7. This Second Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused the Second Supplemental
Indenture to be duly executed, and their respective seals to be hereunto affixed
and attested, all as of the date first above written.
FIRST CHICAGO NBD CORPORATION
ATTEST:
By:
- -------------------------- --------------------------
Title: Title:
[Corporate Seal]
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee
ATTEST:
By:
- -------------------------- --------------------------
Title: Title:
[Corporate Seal]
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<PAGE>
STATE OF ILLINOIS }
} ss:
COUNTY OF COOK }
On the 1st day of December, 1995, before me personally came______________
_______________________, to me known, who, being duly sworn, did depose and say
that he is a _________________________________ of First Chicago NBD Corporation,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.
------------------------------
Notary Public
My Commission Expires:
--------------------
-5-
<PAGE>
STATE OF }
} ss:
COUNTY OF }
On the ____ day of __________ before me personally came______________
_______________________, to me known, who, being duly sworn, did depose and say
that he is a _________________________________ of Norwest Bank Minnesota,
National Association, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation; and that he signed
his name thereto by like authority.
------------------------------
Notary Public
My Commission Expires:
--------------------
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