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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 13, 1997
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First Chicago NBD Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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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The Registrant hereby incorporates by reference the information contained in
Attachments A and B hereto in response to this Item 5.
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 13, 1997 By: /s/ M. Eileen Kennedy
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Title: Senior Vice President
and Treasurer
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Attachment A
CHICAGO, January 10, 1997--First Chicago NBD Corporation announced today
that it will exchange its DECS (Debt Exchangeable for Common Stock) for shares
of the Class A Common Stock of Nextel Communications, Inc. The DECS mature on
February 15, 1997.
First Chicago NBD has outstanding 7,475,000 DECS in the form of 5 1/2%
Exchangeable Notes Due February 15, 1997. At maturity, holders of DECS will
receive a number of shares of Nextel common stock determined by an exchange rate
which is based upon the average closing price of Nextel common stock for the 20
trading day period from January 20 through February 14, 1997.
The Corporation is sending a notice of this exchange to registered holders
of the DECS.
No interest will accrue and be payable on the DECS on or after February 15,
1997. The January 31 record date is not applicable to the February 15 interest
payment because the final payment is payable to holders of the DECS at the time
of exchange. The DECS are listed on the New York Stock Exchange under the
ticker symbol "FND".
First Chicago NBD is the nation's 9th-largest bank holding company, with
assets of $106.7 billion. It is the Midwest's number one provider of financial
products and services to consumers, middle market companies and large
corporations.
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Attachment B
NOTICE TO HOLDERS OF DECS/SM/
5 1/2% EXCHANGEABLE NOTES DUE FEBRUARY 15, 1997
FIRST CHICAGO NBD CORPORATION
CUSIP NUMBER 31945A 80 3 FORMERLY CUSIP NUMBER 319455 85 3
Notice is hereby given by First Chicago NBD Corporation (the "Company")
pursuant to Section 15.04(c) of the Indenture dated as of May 1, 1990, as
supplemented by a First Supplemental Indenture dated as of February 1, 1994, and
a Second Supplemental Indenture dated as of December 1, 1995 (as so
supplemented, the "Indenture"), by and between the Company and Norwest Bank
Minnesota, National Association, as trustee, to the Holders of the Company's
5 1/2% Exchangeable Notes Due February 15, 1997, representing the Company's Debt
Exchangeable for Common Stock/SM/ (such securities being referred to herein as
the "DECS/SM/"), that the Company has irrevocably elected to deliver Class A
Common Stock, par value $.001 per share, of Nextel Communications, Inc. ("Nextel
Common Stock") upon the mandatory exchange of the principal amount of the DECS
on February 15, 1997 ("Maturity").
At Maturity, the principal amount payable with respect to each DECS shall
be automatically and mandatorily exchanged into a number of shares of Nextel
Common Stock at the Exchange Rate. The "Exchange Rate" is equal to:
(a) if the "Maturity Price" (as defined below) is greater than or
equal to $43.50 per share of Nextel Common Stock, .8333 shares
of Nextel Common Stock per DECS;
(b) if the Maturity Price is less than $43.50, but is greater than
$36.25, per share of Nextel Common Stock, a fractional share of
Nextel Common Stock per DECS so that the value thereof
(determined at the Maturity Price) is equal to $36.25; and
(c) if the Maturity Price is less than or equal to $36.25, one share
of Nextel Common Stock per DECS.
The "Maturity Price" is the average Closing Price per share of Nextel
Common Stock on the 20 Trading Days immediately prior to, but not including,
Maturity, which period shall be January 20 to February 14, 1997. The "Closing
Price" for Nextel Common Stock, for any day, means the closing sale price (or,
if no closing price is reported, the last reported sale price) as reported by
the National Association of Securities Dealers, Inc. Automated Quotation System.
A "Trading Day" is a day on which the Nextel Common Stock (A) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business, and (B) has traded at least
once on the national or regional securities exchange or association or over-the-
counter market that is the primary market for the trading of such security.
The final payment of interest on such DECS, and the exchange of the DECS
into Nextel Common Stock, will be made upon presentation and surrender of the
DECS at the offices indicated below. The Record Date otherwise applicable to
the February 15, 1997 Interest Payment Date is not applicable. No interest
shall accrue and be payable on the DECS on or after February 15, 1997; the final
interest payment and the exchange of the DECS into Nextel Common Stock will be
made on February 18, 1997.
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A Letter of Transmittal for exchanging the DECs will be sent to registered
holders prior to the Maturity date.
Holders of the DECS must present and surrender their DECS certificate,
accompanied by a properly completed Letter of Transmittal, at the designated
office of the Paying Agent, The First National Bank of Chicago, at one of the
following addresses:
By Mail By Hand
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The First National Bank of Chicago The First National Bank of Chicago
Registered Bond Processing Unit Registered Bond Processing Unit
Suite 0124 One North State Street
One First National Plaza 9th Floor
Chicago, Illinois 60670 Chicago, Illinois 60602
OR
First Chicago Trust Company of New York
14 Wall Street
8th Floor
New York, New York 10005
FIRST CHICAGO NBD CORPORATION
January 10, 1997
DECS and Debt Exchangeable for Common Stock are service marks of Salomon
Brothers Inc.
