<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
REGISTRATION NO.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
FIRST CHICAGO NBD CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-1984850
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA 60670
CHICAGO, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
FIRST CHICAGO NBD CORPORATION
STOCK PERFORMANCE PLAN
(FULL TITLE OF THE PLAN)
ROBERT A. ROSHOLT
CHIEF FINANCIAL OFFICER
FIRST CHICAGO NBD CORPORATION
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60670
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(312) 732-3209
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
SHERMAN I. GOLDBERG, ESQ.
FIRST CHICAGO NBD CORPORATION
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60670
____________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
be Registered Registered Share (1) Price (1) Fee (1)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1 par value.. 30,000,000 $43.281 $1,298,430,000 $447,735
shares
- ------------------------------------------------------------------------------------
</TABLE>
1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based upon the average of the high and low
prices of Common Stock reported on the New York Stock Exchange Composite
Transactions Tape for June 3, 1996.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by First Chicago NBD
Corporation ("FCN") (File No. 1-7127) with the Commission are incorporated by
reference in the Registration Statement:
(a) FCN's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) FCN's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996;
(c) FCN's Current Reports on Form 8-K dated January 16, 1996,
January 26, 1996 and April 15, 1996;
(d) The description of FCN Common Stock set forth in a registration
statement of NBD Bancorp, Inc., a predecessor to FCN, filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") and any amendment or report filed
with the Commission for the purpose of updating such description.
All documents filed by FCN 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 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 FCN offered hereby has
been passed upon for FCN by Sherman I. Goldberg. Mr. Goldberg is Executive Vice
President, General Counsel and Secretary of FCN and is also a stockholder of FCN
and a holder of options to purchase shares of FCN. At March 31, 1996, Mr.
Goldberg was the record and beneficial owner of 163,377 shares of FCN Common
Stock and held options to purchase 250,264 shares
<PAGE>
of FCN Common Stock.
The consolidated financial statements of FCN included in the Form 10-K for the
year ended December 31, 1995, 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 FCN's Restated Certificate of Incorporation, as
amended (the "FCN Certificate"), provides for indemnification of directors and
officers. The provision provides that any person shall be indemnified and
reimbursed by FCN 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 FCN, or of any corporation
or organization which the person served in any capacity at the request of FCN,
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 FCN 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 has been adjudged to be liable
for negligence or misconduct in the performance of the person's duty to FCN
unless the Court of Chancery of Delaware or the court in which such action or
suit was brought shall determine upon application that such person is fairly
and reasonably entitled to indemnity.
The directors and officers of FCN 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.
The Stock Performance Plan of FCN (the "Plan") provides that each
member of the Organization, Compensation and Nominating Committee of the FCN
Board of Directors, or any other committee of the FCN Board of Directors
designated to administer the Plan (the "Administrator"), shall be entitled to
indemnification and reimbursement in the manner provided in the FCN Certificate;
the Plan also provides that no member of the Administrator shall be liable for
any action or determination made in good faith.
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 FCN pursuant to the foregoing
provisions, FCN 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.
<PAGE>
Item 8. Exhibits.
This Registration Statement includes the following Exhibits:
Exhibit
Number Description of Exhibits
------ -----------------------
5 Opinion of Counsel to FCN as to legality of securities being
issued
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Counsel to FCN (included in Exhibit 5 hereof)
24 Powers of Attorney
99(a) FCN Stock Performance Plan (incorporated by reference herein to
Exhibit 10(Y) to FCN's Annual Report on Form 10-K for the year
ended December 31, 1995)
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
<PAGE>
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, FCN certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing this Registration Statement on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on the 6th day of
June, 1996.
FIRST CHICAGO NBD CORPORATION
By: /s/ M. Eileen Kennedy
-----------------------------
M. Eileen Kennedy
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 6, 1996.
Signature Title
--------- -----
/s/ Terence E. Adderley *
- -----------------------------
Terence E. Adderley Director
/s/ James K. Baker *
- -----------------------------
James K. Baker Director
/s/ John H. Bryan *
- -----------------------------
John H. Bryan Director
/s/ Siegfried Buschmann *
- -----------------------------
Siegfried Buschmann Director
/s/ James S. Crown *
- -----------------------------
James S. Crown Director
/s/ Maureen A. Fay, O.P. *
- -----------------------------
Maureen A. Fay, O.P. Director
/s/ Charles T. Fisher III *
- -----------------------------
Charles T. Fisher III Director
/s/ Donald V. Fites *
- -----------------------------
Donald V. Fites Director
/s/ Verne G. Istock *
- -----------------------------
Verne G. Istock Director and Principal Executive Officer
<PAGE>
/s/ Thomas H. Jeffs II *
- ------------------------------
Thomas H. Jeffs II Director
/s/ Richard A. Manoogian *
- ------------------------------
Richard A. Manoogian Director
/s/ Scott P. Marks, Jr. *
- ------------------------------
Scott P. Marks, Jr. Director
- ------------------------------
William T. McCormick, Jr. Director
/s/ Earl L. Neal *
- ------------------------------
Earl L. Neal Director
/s/ James J. O'Connor *
- ------------------------------
James J. O'Connor Director
/s/ Thomas E. Reilly, Jr. *
- ------------------------------
Thomas E. Reilly, Jr. Director
/s/ Patrick G. Ryan *
- ------------------------------
Patrick G. Ryan Director
/s/ Adele Simmons *
- ------------------------------
Adele Simmons Director
/s/ Richard L. Thomas *
- ------------------------------
Richard L. Thomas Director
/s/ David J. Vitale *
- ------------------------------
David J. Vitale Director
/s/ Robert A. Rosholt *
- ------------------------------
Robert A. Rosholt Principal Financial Officer
/s/ William J. Roberts *
- ------------------------------
William J. Roberts Principal Accounting Officer
- ------------------------------
* The undersigned, by signing her name hereto, does hereby sign this
Registration Statement on behalf of each of the above-indicated directors and
officers of the Registrant pursuant to a power of attorney signed by such
directors and officers.
/s/ M. Eileen Kennedy
--------------------------
M. Eileen Kennedy
Attorney-in-Fact
<PAGE>
Item 8. Exhibits.
This Registration Statement includes the following Exhibits:
Exhibit
Number Description of Exhibits
------ -----------------------
5 Opinion of Counsel to FCN as to legality of securities being
issued
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Counsel to FCN (included in Exhibit 5 hereof)
24 Powers of Attorney
99(a) FCN Stock Performance Plan (incorporated by reference herein to
Exhibit 10(Y) to FCN's Annual Report on Form 10-K for the year
ended December 31, 1995)
<PAGE>
Exhibits 5 and 23(b)
June 6, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: First Chicago NBD Corporation
Form S-8 Registration Statement
---------------------------------------
Ladies and Gentlemen:
Reference is made to the Registration Statement of First Chicago NBD
Corporation (the "Company") on Form S-8 (the "Registration Statement") relating
to the Stock Performance Plan of the Company (the "Plan"), concurrently being
filed with the Securities and Exchange Commission 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 Plan.
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 Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name whenever it appears in such
Registration Statement, including the applicable Prospectus constituting a part
thereof, as originally filed or as subsequently amended.
Very truly yours,
/s/ Sherman I. Goldberg
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To First Chicago NBD Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 16, 1996,
on the consolidated financial statements of First Chicago NBD Corporation
included in the Form 10-K of First Chicago NBD Corporation for the year ended
December 31, 1995 and to the reference to our Firm under the caption "Interest
of Named Experts and Counsel" in this Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
June 6, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Sherman I. Goldberg, Robert A. Rosholt, M. Eileen
Kennedy and Laurence Goldman, jointly and severally, his attorney-in-fact, each
with power of substitution, for him in any and all capacities to sign a
Registration Statement on Form S-8 relating to common stock, stock options and
other stock-based securities of First Chicago NBD Corporation (the
"Corporation") to be issued in connection with the Stock Performance Plan
pursuant to resolutions adopted by the Board of Directors of the Corporation on
March 8, 1996, and any amendments thereto (including any post-effective
amendments) and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Signature Title
--------- -----
/s/ Terence E. Adderley
- ------------------------------ Director
Terence E. Adderley
/s/ James K. Baker
- ------------------------------ Director
James K. Baker
/s/ John H. Bryan
- ------------------------------ Director
John H. Bryan
/s/ Siegfried Buschmann
- ------------------------------ Director
Siegfried Buschmann
/s/ James S. Crown
- ------------------------------ Director
James S. Crown
/s/ Maureen A. Fay, O. P.
- ------------------------------ Director
Maureen A. Fay, O. P.
/s/ Charles T. Fisher III
- ------------------------------ Director
Charles T. Fisher III
/s/ Donald V. Fites
- ------------------------------ Director
Donald V. Fites
<PAGE>
/s/ Verne G. Istock
- ------------------------------ Director and Principal Executive Officer
Verne G. Istock
/s/ Thomas H. Jeffs II
- ------------------------------ Director
Thomas H. Jeffs II
/s/ Richard A. Manoogian
- ------------------------------ Director
Richard A. Manoogian
/s/ Scott P. Marks, Jr.
- ------------------------------ Director
Scott P. Marks, Jr.
- ------------------------------ Director
William T. McCormick, Jr.
/s/ Earl L. Neal
- ------------------------------ Director
Earl L. Neal
/s/ James J. O'Connor
- ------------------------------ Director
James J. O'Connor
/s/ Thomas E. Reilly, Jr.
- ------------------------------ Director
Thomas E. Reilly, Jr.
/s/ Patrick G. Ryan
- ------------------------------ Director
Patrick G. Ryan
/s/ Adele Simmons
- ------------------------------ Director
Adele Simmons
/s/ Richard L. Thomas
- ------------------------------ Director
Richard L. Thomas
/s/ David J. Vitale
- ------------------------------ Director
David J. Vitale
<PAGE>
/s/ William J. Roberts
- ------------------------------ Principal Accounting Officer
William J. Roberts
/s/ Robert A. Rosholt
- ------------------------------ Principal Financial Officer
Robert A. Rosholt
Dated: March 8, 1996
