Prospectus excerpt: Each of the 6,000,000 depositary shares offered hereby, or ÙDepositary Share ˆ, represents a 1/4,000th ownership interest in a share of perpetual 9.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F, $100,000 liquidation preference per share, or ÙPreferred Stock ˆ, of National City Corporation, deposited with Wilmington Trust Company, as depositary. The Depositary Shares are evidenced by depositary receipts. As a holder of Depositary Shares, you are entitled to all proportional rights and preferences of the Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
Holders of the Preferred Stock will be entitled to receive dividend payments quarterly in arrears on each February 1, May 1, August 1 and November 1, commencing on May 1, 2008, only when, as and if declared by our board of directors or a duly authorized committee of the board from funds legally available. Any such dividends will be payable on a non-cumulative basis as follows: (1) from the original issue date to (but not including) February 1, 2013, at a rate per annum equal to 9.875%, and (2) thereafter, at a rate per annum equal to Three-Month LIBOR for the related dividend period plus 6.330%. If a dividend payment date prior to February 1, 2013 is not a business day, the applicable dividend shall be paid on the first business day following that day without adjustment. If any day on or after February 1, 2013 that would otherwise be a dividend payment date is not a business day, then the next business day will be the applicable dividend payment date.
In the event dividends are not declared on the Preferred Stock for payment on any dividend payment date, then those dividends will not be cumulative and will cease to accrue and be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends accrued for that dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period.
The Preferred Stock is not redeemable prior to February 1, 2013. On and after that date, the Preferred Stock will be redeemable at our option (subject to the limitations set forth under ÙDescription of the Preferred Stock ? Redemptionˆ and ÙReplacement Capital Covenantˆ), in whole or in part, at a redemption price of $100,000 per share (equivalent to $25 per Depositary Share), plus declared and unpaid dividends without regard to any undeclared dividends.
The Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding unless redeemed. The Preferred Stock will not have voting rights, except as set forth under ÙDescription of the Preferred Stock ? Voting Rightsˆ. A holder of Depositary Shares will be entitled to direct the depositary how to vote in such circumstances.