<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, 1996
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 20, 1997 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
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits, With Fund Information:
As Of December 31, 1996...................................... 4-8
As Of December 31, 1995...................................... 9-10
Statement of Changes in Net Assets Available for Benefits, With Fund
Information:
For The Year Ended December 31, 1996........................ 11-15
For The Year Ended December 31, 1995........................ 16-17
NOTES TO FINANCIAL STATEMENTS...................................... 18-23
SUPPLEMENTAL SCHEDULES:
Item 27d. - Schedule of Reportable Transactions for the Year
Ended December 31, 1996.................................. 24
<PAGE>
Page 3
INDEPENDENT AUDITORS' REPORT
To the Trustees of
NBD Bancorp, Inc. Employees' Savings and Investment Plan
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the NBD Bancorp, Inc. Employees' Savings
and Investment Plan as of December 31, 1996 and 1995, and the related
statements of changes in net assets available for benefits, with fund
information, for the years ended December 31, 1996 and 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 audits 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. Employees' Savings and Investment Plan as of December 31, 1996
and 1995 and the changes in net assets available for benefits for the years
ended December 31, 1996 and 1995, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of reportable
transactions for the year ended December 31, 1996 is presented for the purpose
of additional analysis and is not required part of the basic financial
statements but is 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 statements of net assets available for benefits and statements 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 schedule and Fund Information have been subjected to the
auditing procedures applied in the audits of 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.
As discussed in Note A, the Plan's sponsor approved a merger of the Plan
with The First Chicago Corporation Savings Incentive Plan and effective
December 31, 1996, the Plan's net assets were merged into the The First
Chicago Corporation Savings Incentive Plan.
/s/ Arthur Andersen LLP
Detroit, Michigan
June 20, 1997
<PAGE>
Page 4
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
Participant Directed
-------------------------------------------------------------
Total Pegasus Pegasus Pegasus
of All FCN Mid-Cap Growth/Value Managed Assets
Funds Fund Opportunity Fund Fund Balanced Fund
------------- ------------ -------------- ------------ -------------
ASSETS:
<S> <C> <C> <C> <C> <C>
Cash...................................... $ - $ - $ - $ - $ -
Investments, at market (Note D)........... - - - - -
Interest and dividends receivable......... - - - - -
------------- ------------ ------------ ------------ ------------
Net assets available for benefits...... $ - $ - $ - $ - $ -
============= ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<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, 1996
Participant Directed
----------------------------------------------------------------------------
Pegasus Woodward Putnam Woodward Putnam
Bond International International Equity Index Vista
Fund Equity Fund Growth Fund Fund Fund
------------ ------------- ------------- ------------ ------------
ASSETS:
<S> <C> <C> <C> <C> <C>
Cash...................................... $ - $ - $ - $ - $ -
Investments, at market (Note D)........... - - - - -
Interest and dividends receivable......... - - - - -
------------ ------------ ------------ ------------ ------------
Net assets available for benefits...... $ - $ - $ - $ - $ -
============ ============ ============ ============ ============
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
AS OF DECEMBER 31, 1996
Participant Directed
------------------------------------------------------------------------------
NBD Pegasus Seed-Roberts
Woodward Money Money Growth Seed-Roberts
Intrinsic Value Market Market Opportunities Income & Growth
Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
ASSETS:
<S> <C> <C> <C> <C> <C>
Cash...................................... $ - $ - $ - $ - $ -
Investments, at market (Note D)........... - - - - -
Interest and dividends receivable......... - - - - -
------------ ------------ ------------ ------------ ------------
Net assets available for benefits...... $ - $ - $ - $ - $ -
============ ============ ============ ============ ============
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, 1996
Non-Participant
Participant Directed Directed
------------------------------------------------------------ -------------
Seed-Roberts Amerifed Amerifed Grand Rapids
Guaranteed Seed-Roberts Employee Money Subsidiary
Long-Term Growth & Income Savings Market Investment
Fund Fund Fund Fund Accounts
------------ ------------ ------------ ------------ ------------
ASSETS:
<S> <C> <C> <C> <C> <C>
Cash...................................... $ - $ - $ - $ - $ -
Investments, at market (Note D)........... - - - - -
Interest and dividends receivable......... - - - - -
------------ ------------ ------------ ------------ ------------
Net assets available for benefits...... $ - $ - $ - $ - $ -
============ ============ ============ ============ ============
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, 1996
Non-Participant
Directed
---------------
Loan
Fund
---------------
ASSETS:
<S> <C>
Cash...................................... $ -
Investments, at market (Note D)........... -
Interest and dividends receivable......... -
------------
Net assets available for benefits...... $ -
============
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 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 10
<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 -
------------ ------------ ------------ ------------
Net 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 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, 1996
Participant Directed
-----------------------------------------------------------------------------
Total Pegasus Pegasus Pegasus
of All FCN Mid-Cap Growth/Value Managed Assets
Funds Fund Opportunity Fund Fund Balanced Fund
------------ ------------ --------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year............................. $640,570,362 $383,624,226 $ 61,685,720 $ 55,390,583 $ 21,363,691
Additions:
Contributions (Note A):
Employer................................... 14,098,749 6,844,804 2,337,154 1,877,149 635,400
Employee................................... 30,681,332 14,604,181 4,888,905 4,010,290 1,323,660
Interest and dividends........................ 36,684,820 13,967,898 5,797,317 7,339,954 1,121,545
Net transfer from/(to) other funds (Note A)... - (51,624,635) (961,178) 8,394,571 1,149,142
Net transfer from/(to) other plans (Note A)... (837,327,748) (488,805,425) (80,777,353) (77,274,667) (26,163,083)
Miscellaneous Income.......................... 647 - - - -
Net appreciation/(depreciation) in Fair Value
of investments (Note D).................... 156,869,675 140,294,736 9,814,514 3,821,469 1,705,920
------------ ------------ ------------ ------------ ------------
(598,992,525) (364,718,441) (58,900,641) (51,831,234) (20,227,416)
Deductions:
Distribution to participants.................. 41,576,659 18,905,785 2,785,079 3,559,349 1,136,275
Administrative expenses....................... 1,178 - - - -
------------ ------------ ------------ ------------ ------------
41,577,837 18,905,785 2,785,079 3,559,349 1,136,275
------------ ------------ ------------ ------------ ------------
Net additions/(deductions)....................... (640,570,362) (383,624,226) (61,685,720) (55,390,583) (21,363,691)
------------ ------------ ------------ ------------ ------------
Net assets available for benefits,
end of year................................... $ - $ - $ - $ - $ -
============ ============ ============ ============ ============
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
FOR THE YEAR ENDED DECEMBER 31, 1996
Participant Directed
-----------------------------------------------------------------------------
Pegasus Woodward Putnam Woodward Putnam
Bond International International Equity Index Vista
Fund Equity Fund Growth Fund Fund Fund
------------ ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year............................. $ 25,047,253 $ - $ - $ - $ -
Additions:
Contributions (Note A):
Employer................................... 580,646 193,693 35,186 426,126 75,733
Employee................................... 1,259,135 477,182 82,388 1,101,502 173,617
Interest and dividends........................ 1,649,381 57,231 103,419 136,187 1,066,068
Net transfer from/(to) other funds (Note A)... 673,717 (964,882) 6,804,155 (3,326,160) 17,504,585
Net transfer from/(to) other plans (Note A)... (26,904,987) - (7,008,334) - (17,828,175)
Miscellaneous Income.......................... - - - - -
Net appreciation/(depreciation) in Fair Value
of investments (Note D).................... (421,162) 290,629 (16,814) 1,810,331 (991,828)
------------ ------------ ------------ ------------ ------------
(23,163,270) 53,853 - 147,986 -
Deductions:
Distribution to participants.................. 1,883,983 53,853 - 147,986 -
Administrative expenses....................... - - - - -
------------ ----------- ------------ ------------ ------------
1,883,983 53,853 - 147,986 -
------------ ----------- ------------ ------------ ------------
Net additions/(deductions)....................... (25,047,253) - - - -
------------ ----------- ------------ ------------ ------------
Net assets available for benefits,
end of year................................... $ - $ - $ - $ - $ -
============ ============ ============ ============ ============
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
FOR THE YEAR ENDED DECEMBER 31, 1996
Participant Directed
------------------------------------------------------------------------------
NBD Pegasus Seed-Roberts
Woodward Money Money Growth Seed-Roberts
Intrinsic Value Market Market Opportunities Income & Growth
Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year............................. $ - $ 60,936,218 $ - $ - $ -
Additions:
Contributions (Note A):
Employer................................... 136,856 1,061,439 (105,437) - -
Employee................................... 340,198 2,162,645 257,629 - -
Interest and dividends........................ 52,079 2,986,776 673,784 330 81
Net transfer from/(to) other funds (Note A)... (936,706) (55,154,099) 75,961,356 (285,730) (65,508)
Net transfer from/(to) other plans (Note A)... - (308,001) (76,787,332) 276,002 65,990
Miscellaneous Income.......................... 2 10 - - -
Net appreciation/(depreciation) in fair value
of investments (Note D).................... 454,452 - - 9,398 (563)
------------ ------------ ------------ ------------ ------------
46,881 (49,251,230) - - -
Deductions:
Distribution to participants.................. 46,881 11,684,988 - - -
Administrative expenses....................... - - - - -
------------ ------------ ------------ ------------ ------------
46,881 11,684,988 - - -
------------ ------------ ------------ ------------ ------------
Net additions/(deductions)....................... - (60,936,218) - - -
------------ ------------ ------------ ------------ ------------
Net assets available for benefits,
end of year................................... $ - $ - $ - $ - $ -
============ ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 14
<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, 1996
Non-Participant
Participant Directed Directed
------------------------------------------------------------- ----------------
Seed-Roberts Amerifed Amerifed Grand Rapids
Guaranteed Seed-Roberts Employee Money Subsidiary
Long-Term Growth & Income Savings Market Investment
Fund Fund Fund Fund Accounts
------------ ------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year............................. $ - $ - $ - $ - $ 2,295,014
Additions:
Contributions (Note A):
Employer................................... - - - - -
Employee................................... - - - - -
Interest and dividends........................ 1,483 152 31,816 8,111 101,750
Net transfer from/(to) other funds (Note A)... (669,324) (129,130) (1,438,764) (1,074,383) (4,346)
Net transfer from/(to) other plans (Note A)... 667,244 128,335 1,406,948 1,066,272 (2,016,329)
Miscellaneous Income.......................... 597 - - - 38
Net appreciation/(depreciation) in fair value
of investments (Note D).................... - 643 - - 97,950
----------- ------------ ------------ ------------ ------------
- - - - (1,820,937)
Deductions:
Distribution to participants.................. - - - - 472,899
Administrative expenses....................... - - - - 1,178
----------- ------------ ------------ ------------ ------------
- - - - 474,077
----------- ------------ ------------ ------------ ------------
Net additions/(deductions)....................... - - - - (2,295,014)
----------- ------------ ------------ ------------ ------------
Net assets available for benefits,
end of year................................... $ - $ - $ - $ - $ -
============ ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 15
<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, 1996
Non-Participant
Directed
--------------
Loan
Fund
--------------
<S> <C>
Net assets available for benefits,
beginning of year............................. $ 30,227,657
Additions:
Contributions (Note A):
Employer................................... -
Employee................................... -
Interest and dividends........................ 1,589,458
Net transfer from/(to) other funds (Note A)... 6,147,319
Net transfer from/(to) other plans (Note A)... (37,064,853)
Miscellaneous Income.......................... -
Net appreciation/(depreciation) in fair value
of investments (Note D).................... -
------------
(29,328,076)
Deductions:
Distribution to participants.................. 899,581
Administrative expenses....................... -
------------
899,581
------------
Net additions/(deductions)....................... (30,227,657)
------------
Net assets available for benefits,
end of year................................... $ -
============
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Page 16
<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 (Note A)... - (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 17
<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
----------------------------- -----------------------------
NBD 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 (Note A)... 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 18
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
YEARS ENDED DECEMBER 31, 1996 AND 1995
NOTE A - The Plan
General
- -------
First Chicago NBD Corporation (FCNBD) (the "Corporation") adopted the NBD
Bancorp, Inc. 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.
The Plan's sponsor approved the merger of the assets and liabilities of the NBD
Bancorp, Inc. Savings and Investment Plan with and into the First Chicago
Corporation Savings Incentive Plan (the "New Plan") effective December 31,
1996. At that time, the Plan's net assets were merged into the New Plan.
Effective January 1, 1996, the Amerifed Federal Savings Bank Employee Savings
Plan and the Seed Roberts Agency, Inc. Employees Profit Sharing Plan and
Trust were merged into the plan and transferred their assets. Accordingly,
six temporary funds were set up for these participants (consistent with their
previous investment options) and their balances were placed into these funds.
The funds were as follows:
The Amerifed Federal Savings Bank Employee Savings Plan - Savings Fund
The Amerifed Federal Savings Bank Employee Savings Plan - Money Market Fund
The Seed-Roberts Employee Profit Sharing Plan - Growth & Income Fund
The Seed-Roberts Employee Profit Sharing Plan - Growth Opportunities Fund
The Seed-Roberts Employee Profit Sharing Plan - Income & Growth Fund
The Seed-Roberts Employee Profit Sharing Plan - Guaranteed Long-Term Fund
Participants with balances in these funds were required to transfer those
balances to other investment options provided by the plan.
At December 31, 1996 and 1995, there were and 16,894 and 18,456
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, hourly and works an average of
17 1/2 hours per week or more, or works a total of 910 hours or more during
the 12 consecutive month period beginning on the employee's commencement
date. Persons hired and working outside of the United States are not
eligible to participate in the Plan.
<PAGE>
Page 19
NOTE A - The Plan (cont'd.)
On November 21, 1996, account balances and assets were transferred to Putnam
Investment Services, who serves as Trustee. Previously, NBD Bank - Trust
Division and State Street Bank and Trust Company served as Trustee and
supplemental Trustee, respectively. These account balances and assets
were transferred to Putnam either in the form of cash or shares-in-kind. In
the case of the cash transfers, these funds were liquidated and the proceeds
used to purchase new funds as follows:
Liquidated Fund: Purchased Fund:
---------------- ---------------
NBD Money Market Fund Pegasus Money Market Fund
Woodward Intrinsic Value Fund Pegasus Growth/Value Fund
Woodward International Equity Fund Putnam International Growth Fund
Woodward Index Fund Putnam Vista Fund
Between November 21, 1996 and December 31, 1996 participant accounts were
frozen so that no elective transfers could take place and no new loans could
be made.
During 1996, the Woodward Funds merged with the Prairie Funds. In connection
with the merger, certain funds were renamed as follows:
Previous Fund Name: Current Fund Name:
------------------- ------------------
Woodward Opportunity Fund Pegasus Mid-Cap Opportunity Fund
Woodward Growth/Value Fund Pegasus Growth/Value Fund
Woodward Balanced Fund Pegasus Managed Assets-Balanced Fund
Woodward Bond Fund Pegasus Bond Fund
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:
The FCN Fund invests in FCNBD stock and FCNBD convertible securities, or some
combination thereof. Each participant directs the Trustee how to vote shares
of FCNBD 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 stock.
The Pegasus Mid-Cap Opportunity Fund (formerly the Woodward Opportunity Fund)
invests primarily in intermediate capitalization stocks with proven
profitability records. The fund seeks small and mid-sized companies, seeking
long-term capital appreciation.
The Pegasus Growth/Value Fund (formerly the Woodward Growth/Value Fund)
invests in attractively priced stocks of larger more established companies
seeking to achieve long-term capital appreciation and, secondarily, to
produce current income. The Fund consists of a broadly diversified
portfolio, combining two styles of stock investing - growth and value -
within each equity holding.
<PAGE>
Page 20
NOTE A - The Plan (cont'd.)
The Pegasus Managed Assets-Balanced Fund (formerly the Woodward Balanced
Fund) invests in fixed income securities (bonds), stocks and money market
securities - both domestic (U.S.) and foreign. This fund seeks to maximize
long-term total return, consisting of growth and current income. The fund's
benchmark allocation for investing is 60% in stocks and 40% in bonds and
money market securities.
The Pegasus Bond Fund (formerly the Woodward Bond Fund) invests primarily in
high-quality intermediate and long-term fixed income securities (bonds). The
fund will have an average maturity between six and twelve years and purchase
securities predominantly rated A or better by Standard & Poor's and/or
Moody's rating services. The Fund is actively managed for short and
long-term changes in interest rates.
The Putnam International Growth Fund invests primarily in a diversified
portfolio of equity securities of companies located outside the United
States. The fund may seek investment opportunities among securities of
large, widely traded companies as well as securities of smaller, less
well-known companies. The fund will always be diversified (across a minimum
of 3 countries, typically 8 to 10 countries) to reduce risk.
The Putnam Vista Fund invests in a variety of stocks that have the potential
for above-average growth in value, including those of widely traded larger
companies; smaller, less well-known companies; and, currently, mostly midsize
firms. The fund maintains a disciplined investment approach, combining
systematic and fundamental techniques to pursue superior investment results
without taking excessive risk.
The Pegasus Money Market Fund (formerly 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.
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.
The Plan participates in Pegasus Funds (registered investment companies),
which are a family of mutual funds managed by First Chicago NBD Corporation
and Putnam Funds managed by Putnam Investment Services. The Plan also
participates in collective investment funds managed by First Chicago NBD
Corporation.
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, 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 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.
<PAGE>
Page 21
NOTE A - The Plan (cont'd.)
-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.
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.
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 forfeitures that reduced employer contributions for the year ended
December 31, 1996 and 1995 were $1,136,479 and $336,597, respectively.
<PAGE>
Page 22
NOTE B - Significant Accounting Policies
Basis of Accounting
- -------------------
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Valuation of Investments
- ------------------------
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, Pegasus Mid-Cap
Opportunity Fund, Pegasus Growth/Value Fund, Pegasus Managed Assets-Balanced
Fund, Pegasus Bond Fund, Putnam International Growth Fund, and Putnam Vista
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.
NOTE C - Tax Status of the Plan
The Internal Revenue Service has determined and informed the Corporation by
a letter dated February 25, 1997, 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.
<PAGE>
Page 23
<TABLE>
<CAPTION>
NOTE D - Investments
The following tabulation presents investments at market for the plan years
ended December 31, 1996 and 1995:
1996 1995
------------ ------------
<S> <C> <C>
Marketable Securities:
Common Stock - First Chicago NBD Corporation $ - $379,784,363
Other Common Stock - 105,936
Bonds, Notes, and Other - 676,290
Collective Funds:
NBD Money Market Fund - 61,644,928
Registered Investment Companies:
Pegasus Mid-Cap Opportunity Fund - 61,669,766
Pegasus Growth/Value Fund - 55,407,465
Pegasus Managed Assets-Balanced Fund - 21,363,691
Pegasus Bond Fund - 25,047,253
Pegasus Short Bond Fund - 349,758
Pegasus Intermediate Bond Fund - 222,457
Pegasus Growth Fund - 170,684
Pegasus Intrinsic Value Fund - 13,983
Pegasus Equity Index Fund - -
Putnam International Growth Fund - -
Putnam Vista Fund - -
Tri Continental Corp. - 61,686
Loans to Participants - 30,229,553
------------ ------------
Total Investments $ - $636,747,813
============ ============
</TABLE>
<TABLE>
<CAPTION>
The following tabulation presents the net appreciation in fair value of investments for the plan years ended
December 31, 1996 and 1995:
1996 1995
------------ ------------
<S> <C> <C>
Marketable Securities:
Common Stock - FCNBD Corp. $140,335,063 $116,396,969
Other Common Stock 20,597 24,306
Mortgage Backed Securities - 160
Bonds, Notes, and Other (7,851) 33,405
Registered Investment Companies:
Pegasus Mid-Cap Opportunity Fund 9,824,062 9,310,132
Pegasus Growth/Value Fund 3,826,692 10,582,277
Pegasus Managed Assets-Balanced Fund 1,705,357 3,230,401
Pegasus Bond Fund (421,162) 3,219,467
Pegasus Short Bond Fund (454) 14,143
Pegasus Intermediate Bond Fund (2,368) 26,230
Pegasus Growth Fund 20,050 40,489
Pegasus Intrinsic Value Fund 4,341 2,663
Pegasus Equity Index Fund 5,467 -
Putnam International Growth Fund (16,814) -
Putnam Vista Fund (991,828) -
Woodward Intrinsic Value 454,452 -
Woodward International Equity Fund 290,629 -
Woodward Equity Index Fund 1,810,331 -
Tri Continental Corp. 13,111 10,450
------------ ------------
Net Appreciation $156,869,675 $142,891,092
============ ============
</TABLE>
<PAGE>
Page 24
<TABLE>
<CAPTION>
NBD BANCORP, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
ITEM 27d. - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
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..... $ 52,376,413 $113,572,010 $113,572,010 $ -
* Pegasus Money Market Fund........................ 75,957,981 - - -
* FCNBD Corporation Common Stock................... - 56,864,870 28,240,206 28,624,664
* Represents party in interest to the Plan.
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 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 20, 1997, included in this Annual Report on
Form 11-K of NBD Bancorp, Inc. Employees' Savings and Investment Plan for the
year ended December 31, 1996, 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
(Post Effective Plan
Amendment No. 1 to
Form S-4)
S-8 33-50300 NBD Indiana, Inc. Incentive Stock Option
(Post Effective Plan
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,
(Post Effective First Chicago Stock Incentive Plan, Lake
Amendment No. 1 Shore Bancorp, Inc. Stock Incentive Plan,
on Form S-8) First Chicago Employee 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 33-65431 First Chicago NBD Corporation Debt
Securities and Warrants
S-8 333-16369 First Chicago NBD Corporation Savings and
Investment Plan
S-8 333-05349 First Chicago NBD Corporation Employee
Stock Purchase and Savings Plan
S-8 333-05375 First Chicago NBD Corporation Director
Stock Plan
S-8 333-05347 First Chicago NBD Corporation Stock
Performance Plan
S-8 333-03175 Barrington Bancorp 1993 Stock Option and
Incentive Plan
/s/ Arthur Andersen LLP
Detroit, Michigan
June 27, 1997
