<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, 1995
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN
--------------------------------------------------------
(Full title of the Plan)
First Chicago NBD Corporation 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 21, 1996 By /s/ Kenneth E. Kleiman
----------------------
Kenneth E. Kleiman
Plan Administrator
<PAGE>
Page 2
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS - INDEX
PAGE
INDEPENDENT AUDITORS' REPORT................................... 3-4
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits, With Fund Information:
As Of December 31, 1995.................................. 5-6
As Of December 31, 1994.................................. 7-8
Statement of Changes in Net Assets Available for Benefits, With Fund
Information:
For The Year Ended December 31, 1995..................... 9-10
For The Year Ended December 31, 1994..................... 11-13
NOTES TO FINANCIAL STATEMENTS.................................. 14-19
SUPPLEMENTAL SCHEDULES:
Item 27a. - Schedule of Assets Held for Investment Purposes
as of December 31, 1995.................................. 20-22
Item 27d. - Schedule of Reportable Transactions for the Year
Ended December 31, 1995.................................. 23
<PAGE>
Page 3
INDEPENDENT AUDITORS' REPORT
To the Trustees of
NBD Bancorp, Inc. Employees' Savings and Investment Plan:
We have audited the accompanying statement of net assets available for
benefits of the NBD Bancorp, Inc. Employees' Savings and Investment Plan as
of December 31, 1995, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1995. 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 audit.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the NBD
Bancorp, Inc. Saving and Investment Plan as of December 31, 1995, and the
changes in net assets available for benefits for the year ended December 31,
1995, in conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions as of and for the
year ended December 31, 1995 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 statement of net assets
available for benefits and the statement 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 have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen LLP
Detroit, Michigan
June 21, 1996
<PAGE>
Page 4
INDEPENDENT AUDITORS' REPORT
Employees' Savings and Investment Plan Committee
NBD Bancorp, Inc. Employees' Savings and Investment Plan
Detroit, Michigan
We have audited the accompanying statement of net assets available for
benefits of NBD Bancorp, Inc. Employees' Savings and Investment Plan (the
"Plan") as of December 31, 1994 and the related statement of changes in net
assets available for benefits for the year then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain 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 audit provides 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 the changes in net assets available for benefits for the year
then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the
statements of net assets available for benefits and the statements of changes
in net assets available for plan benefits is presented for the purpose 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 fund information is the responsibility of the Plan's management. The
fund information has been subjected to the auditing procedures applied in our
audit of the basic financial statements and, in our opinion, is 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
<PAGE>
Page 5
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
Participant Directed
--------------------------------------------------------------
Total Woodward Woodward Woodward
of All FCN Opportunity Growth/Value Balanced
Funds Fund Fund Fund Fund
============= ============= ============= ============= ============
ASSETS:
<S> <C> <C> <C> <C> <C>
Cash.................................. $ 39,499 $ 25,646 $ 15,954 $ - $ -
Investments, at market (Note D)....... 636,747,813 380,131,946 61,669,766 55,390,583 21,363,691
Interest and dividends receivable..... 3,783,050 3,466,634 - - -
------------- ------------- ------------- ------------- -------------
Net assets available for benefits.. $640,570,362 $383,624,226 $ 61,685,720 $ 55,390,583 $ 21,363,691
============= ============= ============= ============= =============
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 (concluded)
AS OF DECEMBER 31, 1995
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.................................. $ - $ (2,110) $ 8 $ 1
Investments, at market (Note D)....... 25,047,253 60,639,266 2,277,652 30,227,656
Interest and dividends receivable..... - 299,062 17,354 -
------------- ------------- ------------- -------------
Total assets available for benefits $ 25,047,253 $ 60,936,218 $ 2,295,014 $ 30,227,657
============= ============= ============= =============
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
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 8
<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 9
<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, 1995
Participant Directed
-------------------------------------------------------------
Total Woodward Woodward Woodward
of All FCN Opportunity Growth/Value Balanced
Funds Fund Fund Fund Fund
============= ============= ============= ============= =============
<S> <C> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year............................. $459,855,508 $260,020,648 $ 45,894,336 $ 38,781,398 $ 16,394,693
Additions:
Contributions (Note A):
Employer................................... 14,542,629 7,343,565 2,623,285 1,796,316 696,131
Employee................................... 28,911,484 14,162,571 5,382,960 3,964,527 1,387,611
Interest and dividends........................ 25,273,599 16,100,232 696,330 1,214,597 782,113
Net transfer from/(to) other funds............ - (15,057,169) (164,517) 770,698 210,478
Net transfer from/(to) other plans (Note A)... - - - - -
Miscellaneous Income.......................... 1,101 - - 1,101 -
Net appreciation/(depreciation) in Fair Value
of investments (Note D).................... 142,891,092 116,362,655 9,310,132 10,580,562 3,230,401
------------- ------------- ------------- ------------- -------------
211,619,905 138,911,854 17,848,190 18,327,801 6,306,734
Deductions:
Distribution to participants.................. 30,902,835 15,308,276 2,056,806 1,718,616 1,337,736
Administrative expenses....................... 2,216 - - - -
------------- ------------- ------------- ------------- -------------
30,905,051 15,308,276 2,056,806 1,718,616 1,337,736
------------- ------------- ------------- ------------- -------------
Net additions/(deductions)....................... 180,714,854 123,603,578 15,791,384 16,609,185 4,968,998
------------- ------------- ------------- ------------- -------------
Net assets available for benefits,
end of year................................... $640,570,362 $383,624,226 $ 61,685,720 $ 55,390,583 $ 21,363,691
============= ============= ============= ============= =============
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, 1995
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............................. $ 19,060,000 $ 52,258,726 $ 2,066,952 $ 25,378,755
Additions:
Contributions (Note A):
Employer................................... 665,664 1,417,668 - -
Employee................................... 1,346,807 2,667,008 - -
Interest and dividends........................ 1,588,109 3,297,329 126,439 1,468,450
Net transfer from/(to) other funds............ 62,621 9,688,427 - 4,489,462
Net transfer from/(to) other plans (Note A)... - - - -
Miscellaneous Income.......................... - - - -
Net appreciation/(depreciation) in fair value
of investments (Note D).................... 3,219,467 - 187,875 -
------------- ------------- ------------- -------------
6,882,668 17,070,432 314,314 5,957,912
Deductions:
Distribution to participants.................. 895,415 8,392,940 84,036 1,109,010
Administrative expenses....................... - - 2,216 -
------------- ------------- ------------- -------------
895,415 8,392,940 86,252 1,109,010
------------- ------------- ------------- -------------
Net additions/(deductions)....................... 5,987,253 8,677,492 228,062 4,848,902
------------- ------------- ------------- -------------
Net assets available for benefits,
end of year................................... $ 25,047,253 $ 60,936,218 $ 2,295,014 $ 30,227,657
============= ============= ============= =============
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, 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 12
<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 13
<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 14
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
YEARS ENDED DECEMBER 31, 1995 AND 1994
NOTE A - The Plan
General
- -------
First Chicago NBD Corporation (FCNBD) (formerly 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 15 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.
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, 1995 and 1994, there were 18,456 and 18,901 participants,
respectively, in the Plan. Employees are eligible to participate in the Plan
the first of the month following one year of service provided that the
employee is salaried or is hourly and works an average of 17 1/2 hours per
week or more. Persons hired and working outside of the United States are not
eligible to participate in the Plan.
NBD Bank - Trust Division and State Street Bank and Trust Company serve as
Trustee and supplemental Trustee, respectively. State Street Bank and Trust
Company makes all purchases and sales, on the open market, of FCNBD 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.
Investment Programs
- -------------------
The participants have an option as to the manner in which their contributions
are invested. A description of each investment program follows:
<PAGE>
Page 15
NOTE A - The Plan (cont'd.)
The FCN Fund invests in FCNBD Corporation stock and FCNBD Corporation
convertible securities, or some combination thereof. Each participant
directs the trustee how to vote shares of FCNBD Corporation stock represented
by his or her account in the FCN Fund. The trustee exercises 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 FCNBD
Corporation 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, 1995, the number of trust participants in each of the
investment programs was as follows:
Fund Participants
---------------------------------------------- ------------
FCN Fund. . . . . . . . . . . . . . . . . . . 14,028
Woodward Opportunity Fund . . . . . . . . . . 6,498
Woodward Growth/Value Fund. . . . . . . . . . 5,622
Woodward Balanced Fund. . . . . . . . . . . . 2,966
Woodward Bond Fund. . . . . . . . . . . . . . 2,917
Money Market Fund . . . . . . . . . . . . . . 5,867
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.
<PAGE>
Page 16
NOTE A - The Plan (cont'd.)
The Plan participates in Woodward Funds (registered investment companies)
which are a family of mutual funds, managed by NBD Bank. The Plan also
participates in collective investment funds managed by NBD Bank. The
percentage of ownership of each fund greater than 1% held by the Plan as of
December 31, 1995, is as follows:
%
------
Registered Investment Companies:
Woodward Balanced Fund . . . . . . . . . . . . . . 22.95
Woodward Opportunity Fund. . . . . . . . . . . . . 9.59
Woodward Growth/Value Fund . . . . . . . . . . . . 7.51
Woodward Bond Fund . . . . . . . . . . . . . . . . 4.88
NBD Banks Investment Funds for Employee Benefit Plans:
Money Market Fund. . . . . . . . . . . . . . . . . 5.39
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, 1995 and 1994 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, FCNBD Corporation 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, 1995, there were $30,229,553 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).
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.
<PAGE>
Page 17
NOTE A - The Plan (cont'd.)
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.
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 one year after a participant is rehired by the Corporation. The
amount of such forfeitures for December 31, 1995 and 1994 were 336,597 and
327,376, respectively.
NOTE B - Significant Accounting Policies
Basis of Accounting
- -------------------
The financial statements of the Plan are prepared on the accrual basis of
accounting.
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.
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 FCN 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.
<PAGE>
Page 18
NOTE C - Tax Status of 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. The Plan has been amended since receiving
the determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
<PAGE>
Page 19
<TABLE>
<CAPTION>
NOTE D - Investments
The following tabulation presents investments at market for the plan years ended December 31, 1995 and 1994:
1995 1994
------------ ------------
<S> <C> <C>
Marketable Securities:
Common Stock - First Chicago NBD Corporation . . . . . . . . . $379,784,363 $260,099,456
Other Common Stock . . . . . . . . . . . . . . . . . . . . . . 105,936 89,110
Mortgage Backed Securities . . . . . . . . . . . . . . . . . . - 2,632
Bonds, Notes, and Other. . . . . . . . . . . . . . . . . . . . 676,290 709,141
Collective Funds:
NBD Banks Investment Funds for Employee Benefit Plans:
Money Market Fund. . . . . . . . . . . . . . . . . . . . . 61,644,928 52,456,941
Registered Investment Companies:
Woodward Opportunity Fund. . . . . . . . . . . . . . . . . . . 61,669,766 45,889,275
Woodward Growth/Value Fund . . . . . . . . . . . . . . . . . . 55,407,465 38,781,392
Woodward Balanced Fund . . . . . . . . . . . . . . . . . . . . 21,363,691 16,326,311
Woodward Bond Fund . . . . . . . . . . . . . . . . . . . . . . 25,047,253 19,059,993
Woodward Short Bond Fund . . . . . . . . . . . . . . . . . . . 349,758 316,615
Woodward Intermediate Bond Fund. . . . . . . . . . . . . . . . 222,457 217,484
Woodward Capital Growth Fund . . . . . . . . . . . . . . . . . 170,684 128,003
Woodward Intrinsic Value Fund. . . . . . . . . . . . . . . . . 13,983 10,891
Tri Continental Corp.. . . . . . . . . . . . . . . . . . . . . 61,686 23,933
Loans to Participants . . . . . . . . . . . . . . . . . . . . . . 30,229,553 25,403,930
------------ ------------
Total Investments . . . . . . . . . . . . . . . . . . . . . . . . $636,747,813 $459,515,107
============ ============
</TABLE>
<TABLE>
<CAPTION>
The following tabulation presents the net appreciation/(depreciation) in fair value of investments
for the plan years ended December 31, 1995 and 1994:
1995 1994
------------ ------------
<S> <C> <C>
Marketable Securities:
Common Stock - FCNBD Corp. . . . . . . . . . . . . . . . . . . $116,396,969 $(23,441,136)
Other Common Stock . . . . . . . . . . . . . . . . . . . . . . 24,306 (6,043)
Mortgage Backed Securities . . . . . . . . . . . . . . . . . . 160 (247)
Bonds, Notes, and Other. . . . . . . . . . . . . . . . . . . . 33,405 (21,246)
Collective Funds:
NBD Banks Investment Funds for Employee Benefit Plans:
Short Bond Fund . . . . . . . . . . . . . . . . . . . . . . - (14,678)
NBD Grand Rapids Pooled Equity Fund . . . . . . . . . . . . - (3,202)
Registered Investment Companies:
Woodward Opportunity Fund. . . . . . . . . . . . . . . . . . . 9,310,132 (1,985,653)
Woodward Growth/Value Fund . . . . . . . . . . . . . . . . . . 10,582,277 (725,057)
Woodward Balanced Fund . . . . . . . . . . . . . . . . . . . . 3,230,401 (818,934)
Woodward Bond Fund . . . . . . . . . . . . . . . . . . . . . . 3,219,467 (2,611,956)
Woodward Short Bond Fund . . . . . . . . . . . . . . . . . . . 14,143 (5,086)
Woodward Intermediate Bond Fund. . . . . . . . . . . . . . . . 26,230 (74,870)
Woodward Capital Growth Fund . . . . . . . . . . . . . . . . . 40,489 5,386
Woodward Intrinsic Value Fund. . . . . . . . . . . . . . . . . 2,663 (380)
Woodward Equity Index Fund . . . . . . . . . . . . . . . . . . - 4
Tri Continental Corp.. . . . . . . . . . . . . . . . . . . . . 10,450 (548)
------------ ------------
Net Appreciation/(Depreciation). . . . . . . . . . . . . . . . . $142,891,092 $(29,703,646)
============ =============
</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, 1995
Par Value
or Number Current
of Shares Description Cost Value
- ----------- --------------------------------------------- ------------- -------------
MARKETABLE SECURITIES
---------------------------------------------
Common Stocks - First Chicago NBD Corporation
---------------------------------------------
<S> <C> <C>
9,614,794 * First Chicago NBD Corporation $209,582,279 $379,784,363
============= =============
Other Common Stocks
---------------------------------------------
100 Airtouch Communications, Inc................. $ 1,693 $ 2,812
300 Black Hills Corp............................. 5,551 7,425
100 British Petroleum PLC........................ 6,413 10,212
74 Colgate Palmolive Company.................... 1,198 5,199
220 Exxon Corporation............................ 3,497 17,710
224 Ford Motor Company........................... 1,322 6,468
412 Foremost Corporation of America.............. 12,122 20,909
306 GTE Corp..................................... 6,018 13,426
100 General Electric Company..................... 4,902 7,200
100 Pacific Telesis Group........................ 2,557 3,350
200 Sonat, Inc................................... 2,400 7,125
100 Texas Utilities Company...................... 3,225 4,100
------------- -------------
Total Other Common Stocks.............. $ 50,898 $ 105,936
============= =============
Bonds, Notes, and Other
---------------------------------------------
30,000 U.S. Treasury Note, 5.875%, due 5-31-96...... $ 29,916 $ 30,075
40,000 U.S. Treasury Note, 6.25%, due 8-31-96....... 39,744 40,231
25,000 U.S. Treasury Note, 6.50%, due 9-30-96....... 24,949 25,219
50,000 U.S. Treasury Note, 6.50%, due 11-30-96...... 49,813 50,531
25,000 U.S. Treasury Note, 6.25%, due 01-31-97...... 24,914 25,258
40,000 U.S. Treasury Note, 6.375%, due 06-30-97..... 39,550 40,662
25,000 U.S. Treasury Note, 6.50%, due 08-15-97...... 24,734 25,500
50,000 U.S. Treasury Note, 6.00%, due 12-31-97...... 48,539 50,773
25,000 U.S. Treasury Note, 7.875%, due 04-15-98..... 25,609 26,398
30,000 U.S. Treasury Note, 7.125%, due 10-15-98..... 29,348 31,444
25,000 U.S. Treasury Note, 6.875%, due 07-31-99..... 24,563 26,250
55,000 U.S. Treasury Note, 7.125%, due 09-30-99..... 53,948 58,317
25,000 U.S. Treasury Note, 8.50%, due 02-15-00...... 26,250 27,859
30,000 U.S. Treasury Note, 7.75%, due 02-15-01...... 29,906 33,127
30,000 U.S. Treasury Note, 6.375%, due 08-15-02..... 28,744 31,458
*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, 1995
Par Value
or Number Current
of Shares Description Cost Value
- ----------- --------------------------------------------- ------------- -------------
Bonds, Notes, and Other (cont'd.)
---------------------------------------------
<S> <C> <C>
Grand Bank One - Certificate of Deposit, 6.00%,
99,999 due 11-02-96.............................. $ 99,999 $ 99,999
Federal National Mortgage Association
25,000 Medium Term Note, 6.13%, due 7-24-98...... 25,000 25,314
Northwest Natural Gas Company, Convertible
25,000 Debenture, 7.25%, due 3-01-12............ 25,000 27,875
------------- -------------
Total Bonds, Notes, and Other............ $ 650,526 $ 676,290
============= =============
COLLECTIVE FUNDS
---------------------------------------------
NBD Banks Investment Funds for Employee
Benefit Plans:
61,644,928 * Money Market Fund............................ $ 61,644,928 $ 61,644,928
============= =============
REGISTERED INVESTMENT COMPANIES
---------------------------------------------
4,069,806 * Woodward Opportunity Fund.................. $ 58,835,068 $ 61,669,766
4,208,987 * Woodward Growth/Value Fund................ 47,752,035 55,407,465
1,900,853 * Woodward Balanced Fund..................... 19,164,013 21,363,691
2,397,784 * Woodward Bond Fund......................... 24,220,504 25,047,253
34,066 * Woodward Short Bond Fund.................... 340,700 349,758
21,386 * Woodward Intermediate Bond Fund.............. 220,517 222,457
12,541 * Woodward Capital Growth Fund................. 126,189 170,684
1,150 * Woodward Intrinsic Value Fund................ 12,628 13,983
2,726 Tri Continental Corp......................... 58,907 61,686
------------- -------------
Total Registered Investment Companies.... $150,730,561 $164,306,743
============= =============
*Represents party in interest to the Plan.
</TABLE>
<PAGE>
Page 22
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ITEM 27a. - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
Par Value
or Number Current
of Shares Description Cost Value
- ----------- --------------------------------------------- ------------- -------------
<S> <C> <C>
* Loans to Participants - interest rates ranging
from 5.00% to 12.50% during the plan year. $ 30,229,553 $ 30,229,553
============= =============
Total Investments........................ $452,888,745 $636,747,813
============= =============
* Represents party in interest to the Plan.
Employer Identification Number:.............. 38-1984850
Plan Number :.............. 001
</TABLE>
<PAGE>
Page 23
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ITEM 27d. - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
The following series of 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)
- ----------------------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NBD Banks Investment Fund for
Employee Benefit Plans - Money Market Fund... $53,148,067 $43,981,823 $43,981,823 $ -
FCNBD Corporation Common Stock................. 29,180,796 - - -
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>
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated June 21, 1996, included in this Annual
Report on Form 11-K of NBD Bancorp, Inc. Employees' Savings and Investment
Plan for the year ended December 31, 1995, 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-8 33-62713 First Chicago 1983 Stock Option Plan, First Chicago
(Post-Effective Stock Incentive Plan, Lake Shore Bancorp, Inc.
Amendment No. 1 Stock Incentive Plan, First Chicago Employee
to Form S-8) Stock Purchase and Savings Plan, First Chicago
Savings Incentive Plan.
S-3 33-64755 First Chicago NBD Corporation Dividend
Reinvestment and Stock Purchase Plan
S-3 33-6531 First Chicago NBD Corporation Debt Securities and
Warrants
/s/ Arthur Andersen LLP
Detroit, Michigan
June 24, 1996
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, 1995, 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-8 33-62713 First Chicago 1983 Stock Option Plan, First Chicago
(Post-Effective Stock Incentive Plan, Lake Shore Bancorp, Inc.
Amendment No. 1 Stock Incentive Plan, First Chicago Employee
to Form S-8) Stock Purchase and Savings Plan, First Chicago
Savings Incentive Plan.
S-3 33-64755 First Chicago NBD Corporation Dividend
Reinvestment and Stock Purchase Plan
S-3 33-6531 First Chicago NBD Corporation Debt Securities and
Warrants
/s/ Deloitte & Touche LLP
Detroit, Michigan
June 24, 1996
