UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
MARCH 6, 1998
(Date of Report [Date of earliest event reported]:)
FIRST OF AMERICA BANK CORPORATION
(Exact name of registrant as specified in charter)
MICHIGAN
(State or other jurisdiction of incorporation or organization)
1-10534
(Commission File No.)
38-1971791
(I.R.S. Employer Identification No.)
211 S. ROSE STREET
KALAMAZOO, MICHIGAN
(Address of principal executive offices)
49007
(Zip Code)
(616) 376-9000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report.)<PAGE>
Item 5. Other Events
On March 5, 1998, National City Corporation (National
City) announced that its proposed merger with First of
America Bank Corporation (First of America) had been
approved by the Board of Governors of the Federal
Reserve System, the remaining state regulatory approvals
were expected shortly, the prospectus and joint proxy
statement covering the transaction had been mailed to
National City and First of America shareholders, and
assuming that all anticipated approvals are received on
or before March 30, 1998, the closing date for the merger
will be March 31, 1998. The news release also indicated
that First of America shareholders will be eligible for
the upcoming National City cash dividend rather than the
previously declared First of America dividend. The text
of National City's news release making the announcement
is filed herewith as an exhibit.
Item 7. Financial Statements and Exhibits
(99) News Release dated March 5, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, First of America has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
FIRST OF AMERICA BANK CORPORATION
REGISTRANT
Date: March 6, 1998 /S/ THOMAS W. LAMBERT
Thomas W. Lambert
Executive Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)<PAGE>
FOR INFORMATION CONTACT:
Thomas A. Richlovsky, National City Corp., (216) 575-2126
Jennifer D. Cox, First of America Corp., (616) 376-7115
Karen Kasper, Fort Wayne National Corp., (219) 426-0555
ext. 2313
For immediate release.
NATIONAL CITY EXPECTS TO CLOSE FORT WAYNE NATIONAL CORPORATION, FIRST
OF AMERICA BANK CORPORATION MERGERS BY END OF MARCH
CLEVELAND, Ohio--March 5, 1998--The proposed mergers of First of
America Bank Corporation (NYSE:FOA) and Fort Wayne National
Corporation (NASDAQ:FWNC) with and into National City Corporation
(NYSE:NCC) have each been approved by the Board of Governors of the
Federal Reserve System. Remaining state regulatory approvals are
expected shortly. The prospectus and proxy statement for each
transaction has been mailed to stockholders. Stockholder meetings are
scheduled for March 30, 1998 as follows:
- National City Corporation, 10:30 a.m., March 30, Pittsburgh,
Pennsylvania
- First of America Bank Corporation, 9 a.m., March 30, Kalamazoo,
Michigan
- Fort Wayne National Corporation, 10 a.m., March 30, Fort Wayne,
Indiana
Assuming all anticipating approvals are received on or before
March 30, 1998, the closing dates for the merger transaction are
expected to be:
- Fort Wayne National Corporation, March 30, 1998
- First of America Bank Corporation, March 31, 1998
Based on the above schedule, First of America and Fort Wayne
National stockholders will be eligible for the upcoming National City
common stock dividend, which customarily is declared in late March
for payment May 1 to stockholders of record on a date in early April.
All stockholders of record of National City common stock as of the
record date will be entitled to the expected National City May 1,
dividend.
Based on the expected closing dates, the common stockholders of
First of America and Fort Wayne National will receive the National
City cash dividend instead of the previously declared First of
America cash dividend and the customary Fort Wayne National second
quarter dividend. The previously declared dividend on Fort Wayne
National Corporation's preferred stock will be paid April 1, to
stockholders of record March 10, 1998.
PROFILE OF FIRST OF AMERICA CORPORATION
First of America Bank Corporation, headquartered in Kalamazoo,
Michigan is a $21 billion bank holding company which has $14 billion
in loans and $16 billion in deposits in Michigan, Illinois and
Indiana. The company engages in commercial and retail banking as well
as in mortgage origination services. The corporation also provides
trust, insurance and other financial services, through its Trust and
Financial Services Division. First of America is ranked 39th among
banking companies in the United States, based on total assets.
PROFILE OF FORT WAYNE NATIONAL CORPORATION
Fort Wayne National Corporation, headquartered in Fort Wayne,
Indiana, is a $3.3 billion bank holding company which has $2.0 billion
in loans and $2.6 billion in deposits. The company engages in retail
and commercial banking, primarily through its network of 64 branches
throughout northern Indiana.
PROFILE OF NATIONAL CITY CORPORATION
National City Corporation is a $54.7 billion bank holding company
based in Cleveland, Ohio, with 845 branch offices in the states of
Ohio, Kentucky, Indiana and Pennsylvania, and nearly 27,000 employees.
Its principal banking subsidiaries are located in Cleveland, Columbus,
Indianapolis, Louisville and Pittsburgh. The Corporation also has a
major banking presence in Akron, Dayton, Lexington, Erie, Toledo and
Youngstown. National City ranks 19th among U.S. bank holding<PAGE>
companies based on total assets. National City can be found on the
World Wide Web at www.national-city.com.
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