-----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, Wn/QCKOY3c1EDaOJ6eXhfpCYp2qQsVMLCZGi/P7+HQFa3slOkte0T4aIMCvg5El+ CW+J9EyW8U0AeSKQw/IHLQ== 0000950152-96-001722.txt : 19960425 0000950152-96-001722.hdr.sgml : 19960425 ACCESSION NUMBER: 0000950152-96-001722 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960424 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960424 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10074 FILM NUMBER: 96550313 BUSINESS ADDRESS: STREET 1: 1900 E NINTH ST CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2165752000 8-K 1 NATIONAL CITY CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 8 - K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 24, 1996 -------------------------------------------- (Date of Report) National City Corporation ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-10074 34-1111088 - ----------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1900 East Ninth Street, Cleveland, Ohio 44114 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 216-575-2000 ------------------------------------------------------------------------ (Registrant's telephone number, including area code) Page 1 of 8 2 Item 5. Other Events ------------ At National City Corporation's annual meeting held on April 22, 1996 the stockholders elected the 15 nominees listed in the proxy statement, approved an amendment to the National City Corporation 1993 Stock Option Plan, approved the selection of Ernst & Young as independent auditors and adopted the Agreement and Plan of Merger dated August 27, 1995, by and between National City Corporation and Integra Financial Corporation. A copy of the April 22, 1996 press release noting this action is filed as Exhibit 99.1 to this Current Form 8-K and is incorporated herein by reference. At the National City Corporation board meeting following the annual meeting the Board of Directors rescinded all remaining unutilized authority to purchase shares of the Corporation's Common Stock heretofore approved by the Board of Directors so that there is no authorization to purchase additional shares of the Corporation's common stock. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ a) Financial Statements of business acquired: None. ----------------------------------------- b) Pro forma financial information: None. ------------------------------- c) Exhibits: -------- Exhibit 99.1 Press Release dated April 22, 1996 incorporated herein by reference. Page 2 of 8 3 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 29, 1996 By /s/ David L. Zoeller ----------------------------------------- David L. Zoeller Senior Vice President and General Counsel Page 3 of 8 EX-99.1 2 EXHIBIT 99.1 1 [National City Letterhead] FOR MORE INFORMATION CONTACT: Dan Shingler Media Relations Officer National City Communications (216) 575-2441 FOR IMMEDIATE RELEASE NATIONAL CITY STOCKHOLDERS APPROVE INTEGRA ACQUISITION; ------------------------------------------------------- CHAIRMAN ANNOUNCES EXECUTIVE STOCK OWNERSHIP GUIDELINES ------------------------------------------------------- INDIANAPOLIS,IN -- April 22, 1996 -- National City Corporation (NYSE:NCC) stockholders at their annual meeting today in Indianapolis, approved the proposed acquisition of Integra Financial Corporation (NYSE:ITG), a $14 billion bank holding company based in Pittsburgh, Pennsylvania. A special meeting of Integra shareholders will be held April 24, 1996, at which time Integra shareholders will vote on a proposal to approve the acquision. According to the terms of the transaction, Integra shareholders will receive two shares of National City common stock for each share of Integra common stock in a tax-free exchange. Upon completion of the acquisition, which is expected in May 1996, National City will be a $50 billion financial services company with signficant market share in nine of the top 100 metropolitan statistical areas in the country. The newly combined company will operate approximately 900 branch offices in Ohio, Kentucky, Indiana and western Pennsylvania, penetrating more than one-third of the households in its market. Chairman and CEO David A. Daberko discussed the anticipated success of the acquisition, attributing much of the progress to the speed of the systems integration and the combined National City and Integra conversion team. "We will complete the systems integration at Integra in May, our fastest conversion yet and one of the fastest in the industry." -more- Page 4 of 8 2 He noted that Integra's first quarter earnings were up 28 percent from a year ago, underscoring National City's and Integra's commitment to superior customer service and expense control during the merger process. Further, Mr. Daberko elaborated on the tremendous opportunities for National City to expand its presence in western Pennsylvania, particularly in the commercial banking arena. Mr. Daberko commented on the stock ownership guidelines recently established for key executives of the Corporation. According to Mr. Daberko, equity ownership is a vital component of National City's total compensation strategy, which is based on corporate performance and stockholder interests. "As owners, we share both a pride in our past and a common stake in the Corporation's future," he said. The guidelines require National City's senior executives to own company stock equal to 1.5 to 5.5 times the midpoint of their salary range. The executives have three years in which to meet the stock ownership guidelines. During his remarks, Mr. Daberko described National City's "sense of urgency" surrounding key business initiatives, driven primarily by the intense competitive environment and the changing demographics of its customers. He told stockholders ". . . we must have all of our businesses running on all cylinders if we are going to live up to our mission and provide consistently high returns on your investment." Indicative of National City's potential to meet stockholders' expectations, Mr. Daberko reinforced the Corporation's impressive dividend record-payments that were raised twice during 1995 and again in the first quarter of 1996. Mr. Daberko stated he expects this trend to continue. -more- Page 5 of 8 3 -3- According to Mr. Daberko, National City is operating from a position of strength. "By the year 2000, your management team and I want National City to be recognized as the premier financial institution in the Midwest," he said. He lauded corporate and retail banking as the Corporation's "flagship businesses" and expressed confidence in the newly formed Private Client Group, a combination of National City's personal trust and private banking areas. The Group opened for business on April 1, targeting high-net-worth individuals in all of its markets. Among other business at the Annual Meeting today, stockholders of National City Corporation elected 15 directors, approved an amendment to a stock option plan and approved the selection of Ernst & Young as independent auditors. PROFILE OF NATIONAL CITY CORPORATION - ------------------------------------ National City Corporation is a $35 billion diversified financial services company based in Cleveland, Ohio. National City operates banks and other financial service subsidiaries principally in Ohio, Kentucky and Indiana. PROFILE OF INTEGRA FINANCIAL CORPORATION - ---------------------------------------- Integra Financial Corporation is a $14 billion bank holding company based in Pittsburgh, Pennsylvania. Integra operates banks and other financial services subsidiaries principally in western Pennsylvania. NOTE TO EDITORS: Background information regarding executive stock ownership and National City's newly adopted guidelines is available by calling 1(800)753-0352 Ext. 717. ### Page 6 of 8 4 [Integra Logo] ----------------------------- News Release ----------------------------- INTEGRA FINANCIAL CORPORATION PITTSBURGH, PA 15222 FOR RELEASE: IMMEDIATE CONTACT: William S. Eiler Integra Financial Corporation Public Relations Manager Work: (412) 577-8073 Home: (412) 220-8131 INTEGRA SHAREHOLDERS APPROVE ACQUISITION BY NATIONAL CITY --------------------------------------------------------- PITTSBURGH, PA - April 24, 1996 -- Integra Financial Corporation (NYSE: ITG) shareholders at a special meeting today overwhelmingly approved the proposed acquisition of Integra by National City Corporation (NYSE: NCC). On Monday, National City stockholders also approved the acquisition. Today's shareholder vote is the final step in the approval process of the acquisition. Upon completion of the acquisition, which is expected to take place on May 3, 1996, National City will be a $50 billion financial services company with significant market share in nine of the top 100 metropolitan statistical areas in the country. The newly combined company will operate approximately 900 branch offices in Ohio, Kentucky, Indiana and western Pennsylvania, penetrating more than one-third of the households in its market. Integra Chairman and CEO William F. Roemer and National City Chairman and CEO David A. Daberko credited much of the anticipated success of the acquisition to the speed of the Page 7 of 8 5 systems integration and the diligence of the combined National City and Integra conversion teams. Mr. Roemer stated, "We are proud of the strong banking franchise that we have built in western Pennsylvania, and we look forward to our affiliation with National City Corporation next month. " Mr. Daberko added, "We will complete the systems integration at Integra at the end of May, our fastest conversion yet and one of the fastest in the industry". On May 31st, Integra Bank and Integra Trust Company plan to merge to form National City Bank of Pennsylvania with Mr. Roemer serving as Chairman and Thomas W. Golonski as President and Chief Executive Officer. National City Bank of Pennsylvania will be the largest bank in National City Corporation. Profile of National City Corporation - ------------------------------------ National City Corporation is a $35 billion diversified financial services company based in Cleveland, Ohio. National City operates banks and other financial services subsidiaries principally in Ohio, Kentucky and Indiana. Profile of Integra Financial Corporation - ---------------------------------------- Integra Financial Corporation is a $14 billion bank holding company based in Pittsburgh, Pennsylvania. Integra operates banks and other financial services subsidiaries principally in western Pennsylvania. -30- Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----