-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NJa0HlVuDcwQWVjOr+bQ1r+nUV0wVNCZkOSN3WAwJv0TpZm5NKpGSwCEfpWz6gyi Lf9rQJb3KTEsoRt6+IZOjQ== 0000036703-97-000035.txt : 19971216 0000036703-97-000035.hdr.sgml : 19971216 ACCESSION NUMBER: 0000036703-97-000035 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971212 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL CITY CORP CENTRAL INDEX KEY: 0000069970 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 341111088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-17597 FILM NUMBER: 97737053 BUSINESS ADDRESS: STREET 1: 1900 E NINTH ST CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2165752000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST OF AMERICA BANK CORP /MI/ CENTRAL INDEX KEY: 0000036703 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 381971791 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 211 S ROSE ST CITY: KALAMAZOO STATE: MI ZIP: 49007 BUSINESS PHONE: 6163769000 MAIL ADDRESS: STREET 1: 211 SOUTH ROSE STREET CITY: KALAMAZOO STATE: MI ZIP: 49007 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL FINANCIAL CORP DATE OF NAME CHANGE: 19780525 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ....)* NATIONAL CITY CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 635405103 (CUSIP Number) Thomas W. Lambert First of America Bank Corporation 211 South Rose Street, Kalamazoo, Michigan 49007 (616) 376-9000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 1997 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 635405103 1) Name of Reporting Persons I.R.S. Identification No. of Above Persons (entities only) First of America Bank Corporation 38-1971791 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) _______________________________ (b) _______________________________ 3) SEC Use Only _______________________________________ 4) Source of Funds (See Instructions) WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Michigan 7) Sole Voting Power -0- Number of Shares 8) Shared Voting Power -0- Beneficially Owned By Each 9) Sole Dispositive Power -0- Reporting Person With 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 0* *Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of 21,110,884 shares, or 9.09% of the shares deemed outstanding, which are the subject of a Stock Option Agreement. See Item 5 of this Schedule 13D. 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) X 13) Percent of Class Represented by Amount in Row (11) 0.0% 14) Type in Reporting Person (See Instructions) CO Item 1. Security and Issuer. The class of securities to which this statement relates is the Common Stock, par value $4.00 per share (the "Common Stock"), of National City Corporation, a Delaware corporation ("NCC"). NCC's principal office address is 1900 East Ninth Street, Cleveland, Ohio 44114-3484. Item 2. Identity and Background. This statement is filed on behalf of First of America Bank Corporation, a Michigan corporation ("FOA"). FOA's principal office address is 211 South Rose Street, Kalamazoo, Michigan 49007. FOA is a bank holding company and its principal business is the ownership and operation of commercial banks and other providers of financial services. During the last five years FOA has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and it has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws was issued in which there was a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. FOA would use its working capital to pay the exercise price of the Option (as defined in Item 4, below). Item 4. Purpose of the Transaction. FOA and NCC entered into an Agreement and Plan of Merger, dated as of November 30, 1997 (the "Merger Agreement"), providing for the merger of FOA into NCC or a wholly owned subsidiary thereof (the "Merger"). A copy of the Merger Agreement is attached to this Schedule 13D as Exhibit 1.2. As a condition to FOA's entry into the Merger Agreement, and in consideration therefor, NCC simultaneously entered into a Stock Option Agreement, dated as of November 30, 1997, with FOA (the "Option Agreement"). The descriptions of various provisions of the Option Agreement included in this Schedule 13D are qualified in their entirety by the Option Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated by reference herein. Under the Option Agreement NCC granted FOA an option to purchase, upon the occurrence of certain events specified in the Option Agreement, up to 21,110,884 shares of the Common Stock at a price, subject to certain adjustments, of $66.75 per share (the "Option"). The number of shares of the Common Stock subject to the Option represents 9.09% of the number of shares of the Common Stock deemed outstanding for this purpose. The Option is intended to increase the likelihood that the Merger will be consummated by making it more expensive and more difficult for a third party to acquire control of NCC. Other than the Option, FOA has no plans or proposals relating to, or that would result in, the acquisition by any person of additional shares of the Common Stock or disposition of any such shares. Other than the Merger Agreement, FOA has no plans or proposals relating to, or that would result in, an extraordinary corporate transaction involving NCC or any of its subsidiaries. Pursuant to the Merger Agreement, following consummation of the Merger, Richard F. Chormann, Chairman, President and Chief Executive Officer of FOA, will become a Vice Chairman of NCC. In addition, five current members of the Board of Directors of FOA, including Mr. Chormann, will be added to the Board of Directors of NCC. Item 5. Interest in Securities of the Issuer. The Option provides FOA with the right, upon the occurrence of certain events specified in the Option Agreement, to purchase up to 21,110,884 shares of the Common Stock or 9.09% of the number of shares of the Common Stock deemed outstanding for this purpose. FOA disclaims beneficial ownership of all shares of the Common Stock covered by the Option. FOA beneficially owns no other shares of the Common Stock. FOA would have sole power to vote and to dispose of shares of the Common Stock issued to it by NCC upon any exercise of the Option. Other than execution of the Option Agreement, FOA has effected no transactions in the Common Stock during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See Items 3, 4 and 5 of this Schedule 13D and Exhibit 1.1. Item 7. Material to be Filed as Exhibits. Exhibit 1.1 Stock Option Agreement, dated as of November 30, 1997, between National City Corporation and First of America Bank Corporation is incorporated by reference to Exhibit 2.3 to FOA's Current Report on Form 8-K dated November 30, 1997 as filed with the Securities and Exchange Commission (the "8-K"). Exhibit 1.2 Agreement and Plan of Merger, dated as of November 30, 1997, by and between National City Corporation and First of America Bank Corporation is incorporated by reference to Exhibit 2.1 to NCC's Current Report on Form 8-K as filed with the Securities and Exchange Commission in December 9, 1997. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FIRST OF AMERICA BANK CORPORATION December 12, 1997 By: /s/ THOMAS W. LAMBERT Date Thomas W. Lambert Executive Vice President and Chief Financial Officer ATTENTION: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 USC 10001). -----END PRIVACY-ENHANCED MESSAGE-----