-----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, AkQj4TzEYFTtbzerxF2evz0OojDfKoTWSp5yZyf4MRMArzwfJoRvLlop3zEvFFKa a79/aXHeJNt6VrIIaEAGnA== 0001209191-08-035817.txt : 20080606 0001209191-08-035817.hdr.sgml : 20080606 20080606194144 ACCESSION NUMBER: 0001209191-08-035817 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080502 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1900 E NINTH ST CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2165752000 MAIL ADDRESS: STREET 1: 1900 EAST NINTH STREET CITY: CLEVELAND STATE: OH ZIP: 44114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THORNBURGH RICHARD E CENTRAL INDEX KEY: 0001369635 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10074 FILM NUMBER: 08886838 BUSINESS ADDRESS: BUSINESS PHONE: (615) 855-4000 MAIL ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 4 1 bcl31986_bcl1ret.xml MAIN DOCUMENT DESCRIPTION X0202 4 2008-05-02 0000069970 NATIONAL CITY CORP NCC 0001369635 THORNBURGH RICHARD E CORSAIR CAPITAL LLC 717 FIFTH AVENUE, FLOOR 24 NEW YORK NY 10022 1 0 0 0 Series G Preferred Stock 5.00 2008-05-02 4 S 0 500 D Common Stock 10000000 7350 I See Explanation of Responses Warrant 7.10 2008-05-02 4 S 0 2500000 D 2013-05-02 Common Stock 2500000 36750000 I See Explanation of Responses The conversion and exercise prices of the Series G Contingent Convertible Perpetual Non-Cumulative Preferred Stock (Series G Preferred Stock) and the Warrant,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 statement filed by the Issuer with the Securities and Exchange Commission on May 12,2008 (the Preliminary Proxy) The Series G Preferred Stock is mandatorily convertible five business days after certain regulatory and shareholder approvals are received, as described in the Preliminary Proxy. The aggregate price of the dispositions reported on this Form 4 was $50,000,000. The Series G Preferred Stock and the portion of the Warrant disposed of were 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. NC Co-Invest disposed of a portion of its Warrant to purchase Common Stock. The portion of the Warrant disposed of is exercisable for 2,500,000 shares of Common Stock,subject to adjustment as described in the Preliminary Proxy. Following the disposition, the Warrant held by NC Co-Invest is exercisable for 36,750,000 shares of Common Stock,subject to adjustment as described in the Preliminary Proxy. The Warrant is exercisable upon receipt of certain regulatory and shareholder approvals as described in the Preliminary Proxy. Under certain circumstances,the Warrant may become exchangeable for Series G Preferred Stock as described in the Preliminary Proxy. Richard E. Thornburgh by Calrton E. Langer, Attorney-in-fact 2008-06-06 -----END PRIVACY-ENHANCED MESSAGE-----