SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 4, 1995
Date of Report (Date of earliest event reported)
MICHIGAN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 0-7186 38-0111135
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
27777 Inkster Rd., 48334
Farmington Hills, Michigan
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (810) 473-3000
Item 5. Other Events
On February 4, 1995, Michigan National Corporation, a
Michigan Corporation (the "Company"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with National
Australia Bank Limited A.C.N. 004044937, a commercial bank
organized under Australian law ("NAB"), pursuant to which a
wholly owned subsidiary of NAB will merge with the Company (the
"Merger"). As a result of the Merger, the outstanding shares
of the Company's common stock, par value $10 per share
("Company Common Stock"), will be converted into the right to
receive from the surviving corporation U.S. $110 per share, in
cash. The Merger is conditioned upon, among other things,
approval by holders of a majority of the Company Common Stock
and upon receipt of certain regulatory and governmental
approvals. The Merger Agreement is attached as Exhibit 1
hereto and its terms are incorporated herein by reference.
Simultaneously with their execution and delivery of
the Merger Agreement, the Company and NAB entered into a Stock
Option Agreement pursuant to which the Company granted NAB the
right, upon the terms and subject to the conditions set forth
therein, to purchase up to 2,633,502 shares of Company Common
Stock at a price of $89 per share. The Stock Option Agreement
is attached as Exhibit 2 hereto and its terms are incorporated
herein by reference.
A copy of the Press Release, dated February 6, 1995,
issued by the Company and NAB relating to the Merger Agreement
and the Stock Option Agreement is attached as Exhibit 3 hereto
and is incorporated herein by reference.
On February 4, 1995, the Company amended its Rights
Agreement, dated as of April 25, 1988, by and between the
Company and Mellon Bank, N.A. (the "Rights Agreement"), with
the effect of exempting the Merger, the Merger Agreement, the
Stock Option Agreement, and the events and the transactions
contemplated thereby from the Rights Agreement. The amendments
to the Rights Agreement are attached hereto as Exhibit 4 and
are incorporated herein by reference.
Item 7. Financial Statements and Exhibits
1. Agreement and Plan of Merger dated as of
February 4, 1995, by and among National
Australia Bank Limited A.C.N. 004044937, MNC
Acquisition Co., and Michigan National
Corporation.
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2. Stock Option Agreement dated as of February 4,
1995, by and among National Australia Bank
Limited A.C.N. 004044937, MNC Acquisition Co.,
and Michigan National Corporation.
3. Press Release, dated February 5, 1995, relating
to transactions with National Australia Bank
Limited.
4. Amendments, dated as of February 4, 1995, to
Rights Agreement, dated as of April 25, 1988, by
and between Mellon Bank, N.A. and Michigan
National Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Company has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
MICHIGAN NATIONAL CORPORATION
By:/s/ Lawrence L. Gladchun
Name: Lawrence L. Gladchun
Title: Senior Vice President
Date: February 14, 1995
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page Number
1. Agreement and Plan of Merger dated
as of February 4, 1995, by and among
National Australia Bank Limited
A.C.N. 004044937, MNC Acquisition Co.,
and Michigan National Corporation........
2. Stock Option Agreement, dated as of
February 4, 1995, by and among National
Australia Bank Limited A.C.N. 004044937,
MNC Acquisition Co., and Michigan National
Corporation..............................
3. Press Release, dated February 5,
1995, relating to transactions with
National Australia Bank Limited..........
4. Amendments, dated as of February 4, 1995,
to Rights Agreement, dated April 25, 1988,
by and between and Mellon Bank, N.A and
Michigan National Corporation............
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