FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 05/02/2008 |
3. Issuer Name and Ticker or Trading Symbol
NATIONAL CITY CORP [ NCC ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) 05/08/2008 |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series G Preferred Stock(1) | (2) | (2) | Common Stock | 157,000,000(3) | $5(3) | I | See Explanation of Responses(4) |
Warrant(1) | (5) | 05/02/2013 | Common Stock(6) | 39,250,000(3) | $7.1(3) | I | See Explanation of Responses(4) |
Explanation of Responses: |
1. The Form 3 is being amended to report certain securities in which the Reporting Person may be deemed to have an indirect pecuniary interest. |
2. The Series G Contingent Convertible Perpetual Non-Cumulative Preferred Stock ("Series G Preferred Stock") is mandatorily convertible five business days after certain regulatory and shareholder approvals are received. For further information, see the preliminary proxy statement filed by the Issuer with the Securities and Exchange Commission on May 12, 2008 (the "Preliminary Proxy"). |
3. The conversion and exercise prices, and the number of shares of Common Stock underlying the Series G Preferred Stock and the Warrant, are subject to adjustment as described in the Preliminary Proxy. |
4. The Series G Preferred Stock and the Warrant are directly held by Corsair NC Co-Invest, L.P. ("NC Co-Invest"). The Reporting Person is a managing member of Corsair NC Co-Invest GP, LLC, which is the general partner of NC Co-Invest, and, as a result, the Reporting Person may be deemed to be a beneficial owner of the securities held by NC Co-Invest. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest, if any, therein. This filing shall not be deemed an admission that the Reporting Person is the beneficial owner of any such securities in excess of such amounts. |
5. The Warrant is exercisable upon receipt of certain regulatory and shareholder approvals as described in the Preliminary Proxy. |
6. Under certain circumstances, the Warrant may become exchangeable for Series G Preferred Stock as described in the Preliminary Proxy. |
Remarks: |
By: /s/ Richard E. Thornburgh by Carlton E. Langer, Attorney-in-fact | 06/06/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |