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SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

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Table of Contents<br />

CALCULATION OF REGISTRATION FEE<br />

Filed Pursuant to Rule 424(b)(2)<br />

Registration No. 333-148769<br />

Proposed Maximum Proposed Maximum<br />

Title of Each Class of Amount to Be Offering Price per Aggregate Offering Amount of<br />

Securities to Be Registered Registered Unit Price Registration Fee<br />

Preferred Stock, Series G 51,340 $100,000.00(1) 5,134,000,000.00(1) $201,766.20(1)<br />

Common Stock, no par value 126,200,000 $5.88(2) $742,056,000(2) $29,162.80(2)<br />

Common Stock, no par value,<br />

issuable upon conversion of<br />

Series G Preferred Stock 1,026,800,000 not applicable(3) not applicable(3) not applicable(3)<br />

Total<br />

(1) Calculated pursuant to Rule 457(i) under the Securities Act of 1933, as amended. Estimated solely for the purpose of<br />

calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the<br />

average of the high and low prices of the common stock<br />

(2) on May 14, 2008, as reported on the New York Stock Exchange. Pursuant to Rule 457(i) under the Securities Act of<br />

1933, as amended, the registration fee shall be calculated only on the basis of the price of the convertible securities,<br />

and, therefore, the underlying common stock issuable upon the conversion of the preferred stock shall not be<br />

included for purposes of<br />

(3) calculating the registration fee.<br />

Prospectus Supplement to Prospectus dated January 18, 2008<br />

National City Corporation<br />

Common Stock<br />

Series G Contingent Convertible Perpetual Non-Cumulative Preferred Stock<br />

This prospectus supplement relates to resales of up to 1,153,000,000 shares of our common stock, no par value, and up to<br />

51,340 shares of Series G Contingent Convertible Perpetual Non-Cumulative Preferred Stock, referred to as the Series G Preferred<br />

Stock, and together with the common stock, the “securities.” The securities may be resold from time to time by and for the accounts of<br />

certain selling stockholders named in this prospectus supplement.<br />

The methods of resale of the securities offered hereby are described under the heading “Plan of Distribution.” We will receive<br />

none of the proceeds from such resales.<br />

Our common stock is listed on the New York Stock Exchange under the symbol “NCC.” The last reported sale price of the<br />

common stock on May 15, 2008 was $5.81 per share.<br />

The Series G Preferred Stock is mandatorily convertible into shares of common stock on the fifth business day after which (i) we<br />

have received the approval by the holders of our common stock of each of (A) the amendment of our amended and restated certificate<br />

of incorporation (our “Certificate of Incorporation”) to increase the number of authorized shares of common stock to at least such<br />

number as shall be sufficient to permit full conversion of the Series G Preferred Stock into common stock and (B) the conversion of<br />

the Series G Preferred Stock into common stock for purposes of Section 312.03 of the NYSE Listed Company Manual and (ii), with<br />

respect to a holder who is required to obtain any applicable regulatory approval, such holder has received such approval. The Series G<br />

Preferred Stock is initially convertible into shares of common stock at a rate of $5.00 per share of common stock, subject to<br />

antidilution adjustments; provided, however, the conversion price shall be reduced by $0.50 at the end of each six-month period<br />

following the original issue date if the Stockholder Approvals have not been obtained, up to a maximum reduction of $2.00.<br />

Dividends on the Series G Preferred Stock are payable on a non-cumulative basis, when, as and if declared by our board of<br />

directors, in cash, on an as-converted basis. Initially, if our board declares a dividend on our common stock, then it is required to<br />

declare a dividend on the Series G Preferred Stock in an amount per share equal to the per share common stock dividend times the<br />

number of shares into which the shares of Series G Preferred Stock is then convertible. If the Series G Preferred Stock has not been<br />

converted into shares of common stock by September 30, 2008, it will begin to accrue non-cumulative dividends commencing with<br />

the dividend period relating to the dividend payment date on December 31, 2008 at an annual rate of 14% of the liquidation preference<br />

of the Series G Preferred Stock; this rate will further increase to 15.5% of the liquidation preference commencing with the dividend<br />

period relating to the dividend payment date on March 31, 2009, and to 17% of the liquidation preference commencing with the<br />

dividend period relating to the dividend payment date on September 30, 2009 (the “Special Dividend”). However, in any event,<br />

dividends on the Preferred Stock will always be paid at the higher of the Special Dividend rate and the dividend rate payable on an asconverted<br />

basis on the common stock during the applicable dividend period.<br />

The Series G Preferred Stock is not redeemable by the holders, but may be redeemed by the Company beginning on April 29,

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