-----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, R032woNhVaoHAj0goKM0ICS/sYwxHMwFjMSTvinInOZv0CKCnWeiv25Vd/NiPFfV /N4vG/DkFOuKLCO+M+NwFQ== 0000070040-96-000008.txt : 19960627 0000070040-96-000008.hdr.sgml : 19960627 ACCESSION NUMBER: 0000070040-96-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CHICAGO NBD CORP CENTRAL INDEX KEY: 0000070040 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 381984850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07127 FILM NUMBER: 96586013 BUSINESS ADDRESS: STREET 1: ONE FIRST NATIONAL PLAZA CITY: CHICAGO STATE: IL ZIP: 60670 BUSINESS PHONE: 3127324000 MAIL ADDRESS: STREET 1: ONE FIRST NATIONAL PLAZA CITY: CHICAGO STATE: IL ZIP: 60670 FORMER COMPANY: FORMER CONFORMED NAME: NBD BANCORP INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL DETROIT CORP DATE OF NAME CHANGE: 19810522 11-K 1 ANNUAL REPORT-EMPLOYEES' SAVINGS & INVESTMENT PLAN Page 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1995 NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN -------------------------------------------------------- (Full title of the Plan) First Chicago NBD Corporation a Delaware Corporation ----------------------------------------------------- (Name of issuer of the securities held pursuant to the Plan) 611 Woodward Avenue, Detroit, Michigan 48226 -------------------------------------------- (Address of Plan and of principal executive offices of issuer) Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, NBD Bancorp, Inc. Employees' Savings and Investment Plan Committee has duly caused this Annual Report to be signed by the undersigned thereunto duly authorized. NBD Bancorp, Inc. Employees' Savings and Investment Plan (Investment Plus) Dated: June 21, 1996 By /s/ Kenneth E. Kleiman ---------------------- Kenneth E. Kleiman Plan Administrator Page 2 NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN FINANCIAL STATEMENTS - INDEX PAGE INDEPENDENT AUDITORS' REPORT................................... 3-4 FINANCIAL STATEMENTS: Statement of Net Assets Available for Benefits, With Fund Information: As Of December 31, 1995.................................. 5-6 As Of December 31, 1994.................................. 7-8 Statement of Changes in Net Assets Available for Benefits, With Fund Information: For The Year Ended December 31, 1995..................... 9-10 For The Year Ended December 31, 1994..................... 11-13 NOTES TO FINANCIAL STATEMENTS.................................. 14-19 SUPPLEMENTAL SCHEDULES: Item 27a. - Schedule of Assets Held for Investment Purposes as of December 31, 1995.................................. 20-22 Item 27d. - Schedule of Reportable Transactions for the Year Ended December 31, 1995.................................. 23 Page 3 INDEPENDENT AUDITORS' REPORT To the Trustees of NBD Bancorp, Inc. Employees' Savings and Investment Plan: We have audited the accompanying statement of net assets available for benefits of the NBD Bancorp, Inc. Employees' Savings and Investment Plan as of December 31, 1995, and the related statement of changes in net assets available for benefits for the year ended December 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the NBD Bancorp, Inc. Saving and Investment Plan as of December 31, 1995, and the changes in net assets available for benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions as of and for the year ended December 31, 1995 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Detroit, Michigan June 21, 1996 Page 4 INDEPENDENT AUDITORS' REPORT Employees' Savings and Investment Plan Committee NBD Bancorp, Inc. Employees' Savings and Investment Plan Detroit, Michigan We have audited the accompanying statement of net assets available for benefits of NBD Bancorp, Inc. Employees' Savings and Investment Plan (the "Plan") as of December 31, 1994 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1994 and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The fund information in the statements of net assets available for benefits and the statements of changes in net assets available for plan benefits is presented for the purpose of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The fund information is the responsibility of the Plan's management. The fund information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP June 20, 1995 Page 5
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION AS OF DECEMBER 31, 1995 Participant Directed -------------------------------------------------------------- Total Woodward Woodward Woodward of All FCN Opportunity Growth/Value Balanced Funds Fund Fund Fund Fund ============= ============= ============= ============= ============ ASSETS: Cash.................................. $ 39,499 $ 25,646 $ 15,954 $ - $ - Investments, at market (Note D)....... 636,747,813 380,131,946 61,669,766 55,390,583 21,363,691 Interest and dividends receivable..... 3,783,050 3,466,634 - - - ------------- ------------- ------------- ------------- ------------- Net assets available for benefits.. $640,570,362 $383,624,226 $ 61,685,720 $ 55,390,583 $ 21,363,691 ============= ============= ============= ============= ============= The accompanying notes are an integral part of the financial statements.
Page 6
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (concluded) AS OF DECEMBER 31, 1995 Participant Directed Non-Participant Directed ------------------------------- --------------------------- Grand Rapids Woodward Money Subsidiary Bond Market Investment Loan Fund Fund Accounts Fund ============= ============= ============= ============= ASSETS: Cash.................................. $ - $ (2,110) $ 8 $ 1 Investments, at market (Note D)....... 25,047,253 60,639,266 2,277,652 30,227,656 Interest and dividends receivable..... - 299,062 17,354 - ------------- ------------- ------------- ------------- Total assets available for benefits $ 25,047,253 $ 60,936,218 $ 2,295,014 $ 30,227,657 ============= ============= ============= ============= The accompanying notes are an integral part of the financial statements.
Page 7
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION AS OF DECEMBER 31, 1994 Participant Directed ------------------------------------------------------------- Total Woodward Woodward Woodward of All NBD Opportunity Growth/Value Balanced Funds Fund Fund Fund Fund ============= ============= ============= ============= ============ ASSETS: Cash....................................... $ 71,177 $ (2,214) $ 5,052 $ - $ 68,333 Investments, at market (Note D)............ 459,515,107 260,021,985 45,889,275 38,781,392 16,326,311 Interest and dividends receivable.......... 269,224 877 9 6 49 ------------- ------------- ------------- ------------- ------------- Net assets available for benefits....... $459,855,508 $260,020,648 $ 45,894,336 $ 38,781,398 $ 16,394,693 ============= ============= ============= ============= ============= The accompanying notes are an integral part of the financial statements.
Page 8
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (concluded) AS OF DECEMBER 31, 1994 Participant Directed Non-Participant Directed ------------------------------ ----------------------------- Grand Rapids Woodward Money Subsidiary Bond Market Investment Loan Fund Fund Accounts Fund ============= ============= ============= ============ ASSETS: Cash....................................... $ - $ - $ 6 $ - Investments, at market (Note D)............ 19,059,993 52,008,496 2,048,903 25,378,752 Interest and dividends receivable.......... 7 250,230 18,043 3 ------------- ------------- ------------- ------------- Net assets available for benefits....... $ 19,060,000 $ 52,258,726 $ 2,066,952 $ 25,378,755 ============= ============= ============= ============= The accompanying notes are an integral part of the financial statements.
Page 9
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 Participant Directed ------------------------------------------------------------- Total Woodward Woodward Woodward of All FCN Opportunity Growth/Value Balanced Funds Fund Fund Fund Fund ============= ============= ============= ============= ============= Net assets available for benefits, beginning of year............................. $459,855,508 $260,020,648 $ 45,894,336 $ 38,781,398 $ 16,394,693 Additions: Contributions (Note A): Employer................................... 14,542,629 7,343,565 2,623,285 1,796,316 696,131 Employee................................... 28,911,484 14,162,571 5,382,960 3,964,527 1,387,611 Interest and dividends........................ 25,273,599 16,100,232 696,330 1,214,597 782,113 Net transfer from/(to) other funds............ - (15,057,169) (164,517) 770,698 210,478 Net transfer from/(to) other plans (Note A)... - - - - - Miscellaneous Income.......................... 1,101 - - 1,101 - Net appreciation/(depreciation) in Fair Value of investments (Note D).................... 142,891,092 116,362,655 9,310,132 10,580,562 3,230,401 ------------- ------------- ------------- ------------- ------------- 211,619,905 138,911,854 17,848,190 18,327,801 6,306,734 Deductions: Distribution to participants.................. 30,902,835 15,308,276 2,056,806 1,718,616 1,337,736 Administrative expenses....................... 2,216 - - - - ------------- ------------- ------------- ------------- ------------- 30,905,051 15,308,276 2,056,806 1,718,616 1,337,736 ------------- ------------- ------------- ------------- ------------- Net additions/(deductions)....................... 180,714,854 123,603,578 15,791,384 16,609,185 4,968,998 ------------- ------------- ------------- ------------- ------------- Net assets available for benefits, end of year................................... $640,570,362 $383,624,226 $ 61,685,720 $ 55,390,583 $ 21,363,691 ============= ============= ============= ============= ============= The accompanying notes are an integral part of the financial statements.
Page 10
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (concluded) FOR THE YEAR ENDED DECEMBER 31, 1995 Participant Directed Non-Participant Directed ----------------------------- ----------------------------- Grand Rapids Woodward Money Subsidiary Bond Market Investment Loan Fund Fund Accounts Fund ============= ============= ============= ============= Net assets available for benefits, beginning of year............................. $ 19,060,000 $ 52,258,726 $ 2,066,952 $ 25,378,755 Additions: Contributions (Note A): Employer................................... 665,664 1,417,668 - - Employee................................... 1,346,807 2,667,008 - - Interest and dividends........................ 1,588,109 3,297,329 126,439 1,468,450 Net transfer from/(to) other funds............ 62,621 9,688,427 - 4,489,462 Net transfer from/(to) other plans (Note A)... - - - - Miscellaneous Income.......................... - - - - Net appreciation/(depreciation) in fair value of investments (Note D).................... 3,219,467 - 187,875 - ------------- ------------- ------------- ------------- 6,882,668 17,070,432 314,314 5,957,912 Deductions: Distribution to participants.................. 895,415 8,392,940 84,036 1,109,010 Administrative expenses....................... - - 2,216 - ------------- ------------- ------------- ------------- 895,415 8,392,940 86,252 1,109,010 ------------- ------------- ------------- ------------- Net additions/(deductions)....................... 5,987,253 8,677,492 228,062 4,848,902 ------------- ------------- ------------- ------------- Net assets available for benefits, end of year................................... $ 25,047,253 $ 60,936,218 $ 2,295,014 $ 30,227,657 ============= ============= ============= ============= The accompanying notes are an integral part of the financial statements.
Page 11
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994 Participant Directed ------------------------------------------------------------- Total Woodward Woodward Woodward of All NBD Opportunity Growth/Value Balanced Funds Fund Fund Fund Fund ============= ============= ============= ============= ============= Net assets available for benefits, beginning of year............................. $377,573,492 $228,198,772 $ - $ - $ - Additions: Contributions (Note A): Employer................................... 14,700,903 7,669,623 2,606,438 1,689,859 719,633 Employee................................... 27,372,847 13,719,801 5,041,806 3,214,834 1,428,493 Interest and dividends........................ 18,081,580 10,817,178 611,628 1,080,247 594,893 Net transfer from/(to) other funds............ - (2,427,529) 41,112,485 35,235,845 15,668,107 Transfer from/(to) other plans (Note A)....... 81,558,337 38,418,301 - - - Miscellaneous Income.......................... 145 57 28 7 3 Net appreciation/(depreciation) in fair value of investments (Note D).................... (29,703,646) (23,434,415) (1,985,653) (725,057) (818,934) ------------ ------------- ------------- ------------- ------------- 112,010,166 44,763,016 47,386,732 40,495,735 17,592,195 Deductions: Distribution to participants.................. 29,727,431 12,941,128 1,492,396 1,714,337 1,197,502 Administrative Expenses....................... 719 12 - - - ------------- ------------- ------------- ------------- ------------- 29,728,150 12,941,140 1,492,396 1,714,337 1,197,502 ------------- ------------- ------------- ------------- ------------- Net additions/(deductions)....................... 82,282,016 31,821,876 45,894,336 38,781,398 16,394,693 ------------- ------------- ------------- ------------- ------------- Net assets available for benefits, end of year................................... $459,855,508 $260,020,648 $ 45,894,336 $ 38,781,398 $ 16,394,693 ============= ============= ============= ============= ============= The accompanying notes are an integral part of the financial statements.
Page 12
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (continued) FOR THE YEAR ENDED DECEMBER 31, 1994 Participant Directed Non-Participant Directed ----------------------------- ----------------------------- Grand Rapids Woodward Money Subsidiary Bond Market Investment Loan Fund Fund Accounts Fund ============= ============= ============= ============= Net assets available for benefits, beginning of year............................. $ - $ 44,423,066 $ 2,186,507 $ 15,024,590 Additions: Contributions (Note A): Employer................................... 682,291 1,333,059 - - Employee................................... 1,411,894 2,556,019 - - Interest and dividends........................ 1,317,144 2,476,759 122,071 1,061,660 Net transfer from/(to) other funds............ 18,715,242 (25,963,612) (9,892) 5,405,290 Transfer from/(to) other plans (Note A)....... - 38,519,538 - 4,620,498 Miscellaneous Income.......................... 3 47 - - Net appreciation/(depreciation) in fair value of investments (Note D).................... (2,611,956) - (123,010) - ------------- ------------- ------------- ------------- 19,514,618 18,921,810 (10,831) 11,087,448 Deductions: Distribution to participants.................. 454,618 11,086,150 108,017 733,283 Administrative Expenses....................... - - 707 - ------------- ------------- ------------- ------------- 454,618 11,086,150 108,724 733,283 ------------- ------------- ------------- ------------- Net additions/(deductions)....................... 19,060,000 7,835,660 (119,555) 10,354,165 ------------- ------------- ------------- ------------- Net assets available for benefits, end of year................................... $ 19,060,000 $ 52,258,726 $ 2,066,952 $ 25,378,755 ============= ============= ============= ============= The accompanying notes are an integral part of the financial statements.
Page 13
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (concluded) FOR THE YEAR ENDED DECEMBER 31, 1994 Participant Directed ------------------------------------------------------------- Mortgage Equity Bond Index Securities Fund Fund Fund Fund ============= ============= ============= ============= Net assets available for benefits, beginning of year............................. $ 44,275,101 $ 17,906,149 $ 19,971,408 $ 5,587,899 Additions: Contributions (Note A): Employer................................... - - - - Employee................................... - - - - Interest and dividends........................ - - - - Net transfer from/(to) other funds............ (44,270,301) (17,906,324) (19,971,412) (5,587,899) Net transfer from/(to) other plans (Note A)... - - - - Miscellaneous Income.......................... - - - - Net appreciation/(depreciation) in fair value of investments (Note D).................... (4,800) 175 4 - ------------- ------------- ------------- ------------- (44,275,101) (17,906,149) (19,971,408) (5,587,899) Deductions: Distribution to participants.................. - - - - Administrative Expenses....................... - - - - ------------- ------------- ------------- ------------- - - - - ------------- ------------- ------------- ------------- Net additions/(deductions)....................... (44,275,101) (17,906,149) (19,971,408) (5,587,899) ------------- ------------- ------------- ------------- Net assets available for benefits, end of year................................... $ - $ - $ - $ - ============= ============= ============= ============= The accompanying notes are an integral part of the financial statements.
Page 14 NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - ----------------------------- YEARS ENDED DECEMBER 31, 1995 AND 1994 NOTE A - The Plan General - ------- First Chicago NBD Corporation (FCNBD) (formerly NBD Bancorp,Inc.) (the "Corporation") adopted its Employees' Savings and Investment Plan ("Investment Plus" or the "Plan") effective January 1, 1988. The Plan is the amended, renamed and restated continuation of the NBD Bancorp, Inc. Employees' Profit-Sharing Plan (the "Former Plan") that had been adopted by the Corporation in 1981. Each employee electing to participate in the Plan makes contributions by means of salary deductions. Participant contributions are limited to 15 percent of participant's pay as defined in the Plan, or such maximum amounts as may be approved by the Internal Revenue Service. The Corporation provides matching contributions of one dollar for every dollar that participants contribute up to 2 percent of their pay and 50 cents for each additional dollar that participants contribute up to another 4 percent of their pay. The participant has a zero vested percentage in the Corporation's contribution until performing four years and five months of continuous service, subject to break in service rules, at which time the participant becomes fully vested. The participant is at all times fully vested with regard to participant contributions. Effective January 1, 1994, the NBD Indiana, Inc. Employee 401(K) and Stock Ownership Plan merged into the Plan and physically transferred its assets. Effective January 1, 1994, the Equity Fund, Bond Fund, Index Fund, and Mortgage Securities Fund were replaced by the Woodward Opportunity Fund, Woodward Growth/Value Fund, Woodward Balanced Fund, and Woodward Bond Fund. Participants with balances in the discontinued funds made elective transfers into any of the other existing funds. If participants failed to make elections, their balances were automatically placed into the Money Market Fund. At December 31, 1995 and 1994, there were 18,456 and 18,901 participants, respectively, in the Plan. Employees are eligible to participate in the Plan the first of the month following one year of service provided that the employee is salaried or is hourly and works an average of 17 1/2 hours per week or more. Persons hired and working outside of the United States are not eligible to participate in the Plan. NBD Bank - Trust Division and State Street Bank and Trust Company serve as Trustee and supplemental Trustee, respectively. State Street Bank and Trust Company makes all purchases and sales, on the open market, of FCNBD common stock held under the Plan. The Plan is administered by a Committee of not less than three members appointed by the Chairman of the Board of Directors of the Corporation. Administrative expenses not paid by the Corporation may be deducted from the Trust Fund as directed by the Committee. In the event of Plan termination, participants or their beneficiaries will receive distributions as determined by the Committee acting in accordance with the terms of the Plan, subject to federal regulations under the Employee Retirement Income Security Act of 1974. Investment Programs - ------------------- The participants have an option as to the manner in which their contributions are invested. A description of each investment program follows: Page 15 NOTE A - The Plan (cont'd.) The FCN Fund invests in FCNBD Corporation stock and FCNBD Corporation convertible securities, or some combination thereof. Each participant directs the trustee how to vote shares of FCNBD Corporation stock represented by his or her account in the FCN Fund. The trustee exercises voting rights with respect to those shares for which a direction has not been received by the required deadline. Dividends are reinvested to purchase more FCNBD Corporation stock. The Woodward Opportunity Fund invests in a portfolio of stocks of smaller to midsized companies. The Fund seeks those smaller companies that have above-average growth potential with superior returns on investment. The Woodward Growth/Value Fund invests in attractively priced stocks of larger companies whose earnings are expected to grow more than the market in general. The Fund consists of a broadly diversified portfolio of stocks with above-average expected growth in earnings and average market risk. The Woodward Balanced Fund invests in a portfolio of equity, fixed income and cash equivalent securities. The Balanced Fund's policy is to invest at least 25 percent of its total assets in fixed income securities and no more than 75 percent in equity securities. The equity portion is invested primarily in publicly traded stocks of U.S. companies. The fixed income component purchases debt securities rated A or better with no maturity restrictions. The cash equivalent portion is invested in first-tier money market instruments. The Woodward Bond Fund invests primarily in bonds rated A or better, with an average maturity between six and twelve years. The Fund is managed on the basis of anticipated interest rates over the next three to twelve months. The Money Market Fund invests in short-term money market investments such as U.S. Treasury bills, notes and bonds, bank instruments (i.e. certificates of deposit), commercial paper and other corporate obligations. The Fund seeks a high level of current income, as measured by recognized money market indices, consistent with the preservation of principal and liquidity. As of December 31, 1995, the number of trust participants in each of the investment programs was as follows: Fund Participants ---------------------------------------------- ------------ FCN Fund. . . . . . . . . . . . . . . . . . . 14,028 Woodward Opportunity Fund . . . . . . . . . . 6,498 Woodward Growth/Value Fund. . . . . . . . . . 5,622 Woodward Balanced Fund. . . . . . . . . . . . 2,966 Woodward Bond Fund. . . . . . . . . . . . . . 2,917 Money Market Fund . . . . . . . . . . . . . . 5,867 In each of the investment funds, the trustee may hold such portion of each fund in highly liquid short-term investments, or cash, as it may determine in its discretion. Page 16 NOTE A - The Plan (cont'd.) The Plan participates in Woodward Funds (registered investment companies) which are a family of mutual funds, managed by NBD Bank. The Plan also participates in collective investment funds managed by NBD Bank. The percentage of ownership of each fund greater than 1% held by the Plan as of December 31, 1995, is as follows: % ------ Registered Investment Companies: Woodward Balanced Fund . . . . . . . . . . . . . . 22.95 Woodward Opportunity Fund. . . . . . . . . . . . . 9.59 Woodward Growth/Value Fund . . . . . . . . . . . . 7.51 Woodward Bond Fund . . . . . . . . . . . . . . . . 4.88 NBD Banks Investment Funds for Employee Benefit Plans: Money Market Fund. . . . . . . . . . . . . . . . . 5.39 In 1988, NBD Bank, N.A. as Trustee appointed NBD Grand Rapids, N.A. (subsequently merged into NBD Bank, N.A.) to serve as investment manager and custodian of certain assets that were merged into the Plan from the former Profit Sharing Program of Union Bancorp, Inc. (the "Former Program"). As of December 31, 1995 and 1994 those assets were held in individual subsidiary investment accounts established under the Former Program. The Grand Rapids Subsidiary Investment Accounts are invested in collective funds, registered investment companies, U.S. Government securities, FCNBD Corporation common stock, and other common stock. Participant Loans - ----------------- Provision is made in the Plan to permit participants, with approval of the committee, to borrow a portion of their deferred vested benefits. Each loan is subject to the following conditions: - the loan amount does not exceed the lesser of a) 50% of the participant's current fully vested interest in the fund, or b) $50,000 reduced by the amount of the highest outstanding loan balance to the participant in the last 12 months. - each loan is secured by the participant's portion of the current fund balance. (No distributions are made prior to complete repayment of the loan and interest). - the period of repayment does not exceed 5 years, 10 years if the loan is for the purchase of a primary residence. Under certain terms and conditions any unpaid loan balance, including any accrued interest, may become immediately due. In the event of default, the Trustee may convert any unpaid principal and accrued interest from the participant's account into a distribution. As of December 31, 1995, there were $30,229,553 in loans outstanding. These amounts are transferred to a separate account. For purposes of financial statement disclosure, the loans are disclosed in a separate fund (except for Grand Rapids Subsidiary Investment Accounts). Transfer of Funds - ----------------- Each trust participant is entitled once per calendar quarter to transfer a specified portion or all of his or her interest in any of the investment funds to any of the other funds. Page 17 NOTE A - The Plan (cont'd.) Participant Withdrawals - ----------------------- During a participant's employment with a participating employer or a non-participating affiliate, distributions from the participant's interest in the trust fund may be authorized by the Committee upon a finding of need for financial assistance to meet cases of immediate and heavy financial hardship, to provide funds for the purchase of the participant's primary residence, to pay college tuition costs for the participant or his or her dependent(s) if he or she is unable to meet them, to pay for medical expenses, to pay for funeral expenses, or to prevent eviction from the participant's principal residence or foreclosure on his or her residential mortgage. The funds that represent a hardship distribution must conform to conditions required by the Internal Revenue Service. A participant can receive a distribution of funds only in such amount as does not exceed the total amount of the participant's own authorized payroll deduction contributions as then appearing on the records of the Corporation. A participant who receives a hardship distribution shall have his or her contributions to the trust fund suspended for 12 months following the distribution as required by law. Participant Forfeitures - ----------------------- Participants terminating employment before their employer matching contributions are vested will forfeit such amounts and any earnings thereon. These amounts are transferred into a forfeiture account and are used either to reduce future employer contributions or reinstate the participant's account one year after a participant is rehired by the Corporation. The amount of such forfeitures for December 31, 1995 and 1994 were 336,597 and 327,376, respectively. NOTE B - Significant Accounting Policies Basis of Accounting - ------------------- The financial statements of the Plan are prepared on the accrual basis of accounting. Valuation of Investment - ----------------------- The investments of the Plan are stated at market values. Accordingly, net unrealized appreciation or depreciation of investments is reflected in the Statement of Changes in Net Assets Available for Benefits. Market values represent closing prices for those securities traded on national stock exchanges, bid quotation for those securities traded over-the-counter and cost (which approximates market) for trust demand notes. Investment Income - ----------------- Cash dividends on investment securities are recognized as of the ex-dividend date. Net Appreciation or Depreciation in Fair Value of Investments - ------------------------------------------------------------- Realized and unrealized gains and losses are recognized on the basis of fair value to adjusted cost (i.e. fair value at the beginning of the year, or cost if the asset was acquired since that date). The FCN Fund, Woodward Opportunity Fund, Woodward Growth/Value Fund, Woodward Balanced Fund and Woodward Bond Fund recognize gains and losses on stock or shares distributed to participants in settlement of their account equal to the difference between adjusted cost, as determined above, and fair value of the shares distributed. Page 18 NOTE C - Tax Status of the Plan The Internal Revenue Service has determined and informed the Corporation by a letter dated October 13, 1994, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code, and that the trust is a tax-exempt trust. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Page 19
NOTE D - Investments The following tabulation presents investments at market for the plan years ended December 31, 1995 and 1994: 1995 1994 ------------ ------------ Marketable Securities: Common Stock - First Chicago NBD Corporation . . . . . . . . . $379,784,363 $260,099,456 Other Common Stock . . . . . . . . . . . . . . . . . . . . . . 105,936 89,110 Mortgage Backed Securities . . . . . . . . . . . . . . . . . . - 2,632 Bonds, Notes, and Other. . . . . . . . . . . . . . . . . . . . 676,290 709,141 Collective Funds: NBD Banks Investment Funds for Employee Benefit Plans: Money Market Fund. . . . . . . . . . . . . . . . . . . . . 61,644,928 52,456,941 Registered Investment Companies: Woodward Opportunity Fund. . . . . . . . . . . . . . . . . . . 61,669,766 45,889,275 Woodward Growth/Value Fund . . . . . . . . . . . . . . . . . . 55,407,465 38,781,392 Woodward Balanced Fund . . . . . . . . . . . . . . . . . . . . 21,363,691 16,326,311 Woodward Bond Fund . . . . . . . . . . . . . . . . . . . . . . 25,047,253 19,059,993 Woodward Short Bond Fund . . . . . . . . . . . . . . . . . . . 349,758 316,615 Woodward Intermediate Bond Fund. . . . . . . . . . . . . . . . 222,457 217,484 Woodward Capital Growth Fund . . . . . . . . . . . . . . . . . 170,684 128,003 Woodward Intrinsic Value Fund. . . . . . . . . . . . . . . . . 13,983 10,891 Tri Continental Corp.. . . . . . . . . . . . . . . . . . . . . 61,686 23,933 Loans to Participants . . . . . . . . . . . . . . . . . . . . . . 30,229,553 25,403,930 ------------ ------------ Total Investments . . . . . . . . . . . . . . . . . . . . . . . . $636,747,813 $459,515,107 ============ ============
The following tabulation presents the net appreciation/(depreciation) in fair value of investments for the plan years ended December 31, 1995 and 1994: 1995 1994 ------------ ------------ Marketable Securities: Common Stock - FCNBD Corp. . . . . . . . . . . . . . . . . . . $116,396,969 $(23,441,136) Other Common Stock . . . . . . . . . . . . . . . . . . . . . . 24,306 (6,043) Mortgage Backed Securities . . . . . . . . . . . . . . . . . . 160 (247) Bonds, Notes, and Other. . . . . . . . . . . . . . . . . . . . 33,405 (21,246) Collective Funds: NBD Banks Investment Funds for Employee Benefit Plans: Short Bond Fund . . . . . . . . . . . . . . . . . . . . . . - (14,678) NBD Grand Rapids Pooled Equity Fund . . . . . . . . . . . . - (3,202) Registered Investment Companies: Woodward Opportunity Fund. . . . . . . . . . . . . . . . . . . 9,310,132 (1,985,653) Woodward Growth/Value Fund . . . . . . . . . . . . . . . . . . 10,582,277 (725,057) Woodward Balanced Fund . . . . . . . . . . . . . . . . . . . . 3,230,401 (818,934) Woodward Bond Fund . . . . . . . . . . . . . . . . . . . . . . 3,219,467 (2,611,956) Woodward Short Bond Fund . . . . . . . . . . . . . . . . . . . 14,143 (5,086) Woodward Intermediate Bond Fund. . . . . . . . . . . . . . . . 26,230 (74,870) Woodward Capital Growth Fund . . . . . . . . . . . . . . . . . 40,489 5,386 Woodward Intrinsic Value Fund. . . . . . . . . . . . . . . . . 2,663 (380) Woodward Equity Index Fund . . . . . . . . . . . . . . . . . . - 4 Tri Continental Corp.. . . . . . . . . . . . . . . . . . . . . 10,450 (548) ------------ ------------ Net Appreciation/(Depreciation). . . . . . . . . . . . . . . . . $142,891,092 $(29,703,646) ============ =============
Page 20
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN ITEM 27a. - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 Par Value or Number Current of Shares Description Cost Value - ----------- --------------------------------------------- ------------- ------------- MARKETABLE SECURITIES --------------------------------------------- Common Stocks - First Chicago NBD Corporation --------------------------------------------- 9,614,794 * First Chicago NBD Corporation $209,582,279 $379,784,363 ============= ============= Other Common Stocks --------------------------------------------- 100 Airtouch Communications, Inc................. $ 1,693 $ 2,812 300 Black Hills Corp............................. 5,551 7,425 100 British Petroleum PLC........................ 6,413 10,212 74 Colgate Palmolive Company.................... 1,198 5,199 220 Exxon Corporation............................ 3,497 17,710 224 Ford Motor Company........................... 1,322 6,468 412 Foremost Corporation of America.............. 12,122 20,909 306 GTE Corp..................................... 6,018 13,426 100 General Electric Company..................... 4,902 7,200 100 Pacific Telesis Group........................ 2,557 3,350 200 Sonat, Inc................................... 2,400 7,125 100 Texas Utilities Company...................... 3,225 4,100 ------------- ------------- Total Other Common Stocks.............. $ 50,898 $ 105,936 ============= ============= Bonds, Notes, and Other --------------------------------------------- 30,000 U.S. Treasury Note, 5.875%, due 5-31-96...... $ 29,916 $ 30,075 40,000 U.S. Treasury Note, 6.25%, due 8-31-96....... 39,744 40,231 25,000 U.S. Treasury Note, 6.50%, due 9-30-96....... 24,949 25,219 50,000 U.S. Treasury Note, 6.50%, due 11-30-96...... 49,813 50,531 25,000 U.S. Treasury Note, 6.25%, due 01-31-97...... 24,914 25,258 40,000 U.S. Treasury Note, 6.375%, due 06-30-97..... 39,550 40,662 25,000 U.S. Treasury Note, 6.50%, due 08-15-97...... 24,734 25,500 50,000 U.S. Treasury Note, 6.00%, due 12-31-97...... 48,539 50,773 25,000 U.S. Treasury Note, 7.875%, due 04-15-98..... 25,609 26,398 30,000 U.S. Treasury Note, 7.125%, due 10-15-98..... 29,348 31,444 25,000 U.S. Treasury Note, 6.875%, due 07-31-99..... 24,563 26,250 55,000 U.S. Treasury Note, 7.125%, due 09-30-99..... 53,948 58,317 25,000 U.S. Treasury Note, 8.50%, due 02-15-00...... 26,250 27,859 30,000 U.S. Treasury Note, 7.75%, due 02-15-01...... 29,906 33,127 30,000 U.S. Treasury Note, 6.375%, due 08-15-02..... 28,744 31,458 *Represents party in interest to the Plan.
Page 21
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN ITEM 27a. - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 Par Value or Number Current of Shares Description Cost Value - ----------- --------------------------------------------- ------------- ------------- Bonds, Notes, and Other (cont'd.) --------------------------------------------- Grand Bank One - Certificate of Deposit, 6.00%, 99,999 due 11-02-96.............................. $ 99,999 $ 99,999 Federal National Mortgage Association 25,000 Medium Term Note, 6.13%, due 7-24-98...... 25,000 25,314 Northwest Natural Gas Company, Convertible 25,000 Debenture, 7.25%, due 3-01-12............ 25,000 27,875 ------------- ------------- Total Bonds, Notes, and Other............ $ 650,526 $ 676,290 ============= ============= COLLECTIVE FUNDS --------------------------------------------- NBD Banks Investment Funds for Employee Benefit Plans: 61,644,928 * Money Market Fund............................ $ 61,644,928 $ 61,644,928 ============= ============= REGISTERED INVESTMENT COMPANIES --------------------------------------------- 4,069,806 * Woodward Opportunity Fund.................. $ 58,835,068 $ 61,669,766 4,208,987 * Woodward Growth/Value Fund................ 47,752,035 55,407,465 1,900,853 * Woodward Balanced Fund..................... 19,164,013 21,363,691 2,397,784 * Woodward Bond Fund......................... 24,220,504 25,047,253 34,066 * Woodward Short Bond Fund.................... 340,700 349,758 21,386 * Woodward Intermediate Bond Fund.............. 220,517 222,457 12,541 * Woodward Capital Growth Fund................. 126,189 170,684 1,150 * Woodward Intrinsic Value Fund................ 12,628 13,983 2,726 Tri Continental Corp......................... 58,907 61,686 ------------- ------------- Total Registered Investment Companies.... $150,730,561 $164,306,743 ============= ============= *Represents party in interest to the Plan.
Page 22
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN ITEM 27a. - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 Par Value or Number Current of Shares Description Cost Value - ----------- --------------------------------------------- ------------- ------------- * Loans to Participants - interest rates ranging from 5.00% to 12.50% during the plan year. $ 30,229,553 $ 30,229,553 ============= ============= Total Investments........................ $452,888,745 $636,747,813 ============= ============= * Represents party in interest to the Plan. Employer Identification Number:.............. 38-1984850 Plan Number :.............. 001
Page 23
NBD BANCORP, INC. EMPLOYEES' SAVINGS AND INVESTMENT PLAN ITEM 27d. - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 The following series of transactions were in excess of 5% of the fair value of Plan assets at the beginning of the Plan year: Purchases Sales ------------ -------------------------------------- Description Purchase Sales Original Net Gain of Assets Price Price Cost (Loss) - ----------------------------------------------- ------------ ------------ ------------ ------------ NBD Banks Investment Fund for Employee Benefit Plans - Money Market Fund... $53,148,067 $43,981,823 $43,981,823 $ - FCNBD Corporation Common Stock................. 29,180,796 - - - Department of Labor regulations define reportable transactions as those that exceed 5% of Plan assets at the beginning of the year. The amounts shown above represent aggregate transactions for the assets listed and no expenses were incurred by the Plan related to the above listed transactions. Employer Identification Number:............... 38-1984850 Plan Number :............... 001
EX-23 2 CONSENTS OF EXPERTS AND COUNSEL INDEPENDENT AUDITORS' CONSENT As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 21, 1996, included in this Annual Report on Form 11-K of NBD Bancorp, Inc. Employees' Savings and Investment Plan for the year ended December 31, 1995, in the following Registration Statements: REGISTRATION FORM STATEMENT NO. DESCRIPTION S-8 33-21036 NBD Bancorp, Inc. Performance Incentive Plan S-8 33-17494 NBD Bancorp, Inc. Employees' Savings and (Post-Effective Investment Plan (Investment Plus) Amendment No. 1) S-8 33-48773 FNW Stock Incentive Plan S-8 33-46906 NBD Indiana, Inc. Employee Stock Option Plan (Post-Effective Amendment No. 1 to Form S-4) S-8 33-50300 NBD Indiana, Inc. Incentive Stock Option Plan (Post-Effective Amendment No. 1 to Form S-4) S-8 33-53928 NBD Indiana, Inc. 1990 Stock Incentive Plan S-3 33-60788 NBD Bancorp, Inc. 7-1/2% Preferred Purchase Units Due 2023 S-8 33-62713 First Chicago 1983 Stock Option Plan, First Chicago (Post-Effective Stock Incentive Plan, Lake Shore Bancorp, Inc. Amendment No. 1 Stock Incentive Plan, First Chicago Employee to Form S-8) Stock Purchase and Savings Plan, First Chicago Savings Incentive Plan. S-3 33-64755 First Chicago NBD Corporation Dividend Reinvestment and Stock Purchase Plan S-3 33-6531 First Chicago NBD Corporation Debt Securities and Warrants /s/ Arthur Andersen LLP Detroit, Michigan June 24, 1996 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference of our report dated June 20, 1995, appearing in this Annual Report on Form 11-K of NBD Bancorp, Inc. Employees' Savings and Investment Plan for the year ended December 31, 1995, in the following Registration Statements: REGISTRATION FORM STATEMENT NO. DESCRIPTION S-8 33-21036 NBD Bancorp, Inc. Performance Incentive Plan S-8 33-17494 NBD Bancorp, Inc. Employees' Savings and (Post-Effective Investment Plan (Investment Plus) Amendment No. 1) S-8 33-48773 FNW Stock Incentive Plan S-8 33-46906 NBD Indiana, Inc. Employee Stock Option Plan (Post-Effective Amendment No. 1 to Form S-4) S-8 33-50300 NBD Indiana, Inc. Incentive Stock Option Plan (Post-Effective Amendment No. 1 to Form S-4) S-8 33-53928 NBD Indiana, Inc. 1990 Stock Incentive Plan S-3 33-60788 NBD Bancorp, Inc. 7-1/2% Preferred Purchase Units Due 2023 S-8 33-62713 First Chicago 1983 Stock Option Plan, First Chicago (Post-Effective Stock Incentive Plan, Lake Shore Bancorp, Inc. Amendment No. 1 Stock Incentive Plan, First Chicago Employee to Form S-8) Stock Purchase and Savings Plan, First Chicago Savings Incentive Plan. S-3 33-64755 First Chicago NBD Corporation Dividend Reinvestment and Stock Purchase Plan S-3 33-6531 First Chicago NBD Corporation Debt Securities and Warrants /s/ Deloitte & Touche LLP Detroit, Michigan June 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----