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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
REGISTRATION NO. 333-03175
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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
____________
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)
BARRINGTON BANCORP
1993 STOCK OPTION AND INCENTIVE 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
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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. 333-03175 which was previously filed on Form S-4 (the "Original
Registration Statement") in connection with the merger (the "Merger") of
Barrington Bancorp, Inc. ("Barrington") with and into First Chicago NBD
Corporation ("FCN"). 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, 528,150 shares of FCN Common Stock, $1.00 par value per share (the
"FCN 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 Barrington common stock,
$.01 par value per share (the "Barrington Common Stock"), in connection with
the Merger and those shares which are necessary to be distributed, or reserved
for issuance, to Barrington employees in connection with an employee benefit
plan of Barrington in effect at the time of the Merger as listed on the cover of
this Post-Effective Amendment No. 1 (the "Barrington Plan"). Pursuant to the
terms of the Merger, all outstanding Barrington employee stock options
exercisable for Barrington Common Stock under the Barrington Plan at the
effective time of the Merger, other than those employee stock options which will
be settled for cash as provided for in the agreement relating to the Merger, are
to be converted into stock options exerciseable for FCN Common Stock based on a
formula which will be described in the offering material sent to holders of
Barrington stock options.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by 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
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 or the Barrington 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
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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 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,
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
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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 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.
Item 8. Exhibits.
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 January 25, 1996,
between Barrington Bancorp, Inc. and First Chicago NBD
Corporation*
4(a) Restated Certificate of Incorporation of FCN (incorporated by
reference herein to Exhibit 3(a) to FCN's Annual Report on Form
10-K for the year ended December 31, 1995).
4(b) By-laws of FCN (incorporated by reference herein to Exhibit 3(b)
to FCN's Annual Report on Form 10-K for the year ended December
31, 1995).
5 Opinion of Counsel to FCN as to legality of securities being
issued
23(a) Consent of Arthur Andersen LLP
23(c) Consent of Counsel to FCN (included in Exhibit 5 hereof)
24 Powers of Attorney *
99(c) Barrington Bancorp 1993 Stock Option and Incentive Plan
(incorporated by reference to Exhibit 10.2 to Barrington's Form
S-1 Registration Statement (File No. 33-74338))
____________
*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 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,
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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, FCN 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 Chicago, State of Illinois, on the 6th
day of June, 1996.
FIRST CHICAGO NBD CORPORATION
By: /s/ M. Eileen Kennedy
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M. Eileen Kennedy
Attorney-in-Fact
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 June 6, 1996.
Signature Title
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/s/ Terence E. Adderley * Director
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Terence E. Adderley
/s/ James K. Baker * Director
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James K. Baker
/s/ John H. Bryan * Director
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John H. Bryan
/s/ Siegfried Buschmann * Director
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Siegfried Buschmann
/s/ James S. Crown * Director
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James S. Crown
/s/ Maureen A. Fay, O.P. * Director
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Maureen A. Fay, O.P.
/s/ Charles T. Fisher III * Director
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Charles T. Fisher III
/s/ Donald V. Fites * Director
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Donald V. Fites
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/s/ Verne G. Istock * Director and Principal Executive Officer
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Verne G. Istock
/s/ Thomas H. Jeffs II * Director
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Thomas H. Jeffs II
/s/ Richard A. Manoogian * Director
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Richard A. Manoogian
/s/ Scott P. Marks, Jr. * Director
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Scott P. Marks, Jr.
Director
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William T. McCormick, Jr.
/s/ Earl L. Neal * Director
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Earl L. Neal
/s/ James J. O'Connor * Director
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James J. O'Connor
/s/ Thomas E. Reilly, Jr. * Director
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Thomas E. Reilly, Jr.
/s/ Patrick G. Ryan * Director
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Patrick G. Ryan
/s/ Adele Simmons * Director
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Adele Simmons
/s/ Richard L. Thomas * Director
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Richard L. Thomas
/s/ David J. Vitale * Director
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David J. Vitale
/s/ Robert A. Rosholt * Principal Financial Officer
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Robert A. Rosholt
/s/ William J. Roberts * Principal Accounting Officer
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William J. Roberts
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* The undersigned, by signing her 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.
/s/ M. Eileen Kennedy
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M. Eileen Kennedy
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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2 Agreement and Plan of Merger, dated as of January 25, 1996,
between Barrington Bancorp, Inc. and First Chicago NBD
Corporation*
4(a) Restated Certificate of Incorporation of FCN (incorporated by
reference herein to Exhibit 3(a) to FCN's Annual Report on Form
10-K for the year ended December 31, 1995).
4(b) By-laws of FCN (incorporated by reference herein to Exhibit 3(b)
to FCN's Annual Report on Form 10-K for the year ended December
31, 1995).
5 Opinion of Counsel to FCN as to legality of securities being
issued
23(a) Consent of Arthur Andersen LLP
23(c) Consent of Counsel to FCN (included in Exhibit 5 hereof)
24 Powers of Attorney *
99(c) Barrington Bancorp 1993 Stock Option and Incentive Plan
(incorporated by reference to Exhibit 10.2 to Barrington's
Form S-1 Registration Statement (File No. 33-74388))
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*Previously filed.
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Exhibits 5 and 23(c)
June 6, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: First Chicago NBD Corporation
Post-Effective Amendment No. 1 on
Form S-8 Registration Statement
Registration No. 333-03175
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Ladies and Gentlemen:
Reference is made to the Post-Effective Amendment No. 1 to the Registration
Statement of First Chicago NBD Corporation (the "Company") on Form S-8 relating
to the Barrington Bancorp 1993 Stock Option and Incentive Plan (the "Plan"),
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 Plan in connection with the merger of Barrington Bancorp, Inc. with,
and into, the Company under the terms of the Agreement and Plan of Merger, dated
as of January 25, 1996 (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 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
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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
