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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) January 26, 1996
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First Chicago NBD Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-7127 38-1984850
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
One First National Plaza, Chicago, IL 60670
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 312-732-4000
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ITEM 5. OTHER EVENTS
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First Chicago NBD Corporation and Barrington Bancorp, Inc., Barrington,
Illinois, have announced a definitive agreement for First Chicago NBD to acquire
all the outstanding shares of Barrington Bancorp for approximately $17.1 million
of First Chicago NBD common stock, or $25.85 per share.
The exchange ratio for the shares will be based on the average closing
price of First Chicago NBD's common stock during a ten day period prior to the
closing of the transaction. Following the closing of the transaction, First
Chicago NBD expects to repurchase the number of shares of its common stock equal
to the number issued for the acquisition. The acquisition will be accounted for
as a purchase.
Barrington also has granted First Chicago NBD an option to purchase up to
19.9 percent of Barrington's currently issued and outstanding shares of common
stock upon the occurrence of certain events.
Barrington Bancorp, which has approximately $68 million in assets, is the
holding company for First Federal Savings Bank of Barrington. The deal, which
is subject to the receipt of the approval of Barrington Bancorp's stockholders
and various regulatory authorities, is expected to close in mid-1996, at which
time First Federal Savings Bank will merge into The First National Bank of
Chicago.
The First National Bank of Chicago is a subsidiary of First Chicago NBD
Corporation, the nation's 7th largest bank holding company with approximately
$122 billion in assets. It is the Midwest's leading provider of financial
products and services to consumers, corporations of all sizes, institutional
investors and government agencies.
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
First Chicago NBD Corporation
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(REGISTRANT)
Date: January 26, 1996 By: /s/ M. Eileen Kennedy
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Title: Senior Vice President and
Treasurer
