<PAGE>
PROSPECTUS
Filed pursuant to Rule 424(b)(3)
Registration No. 333-65427
BANK ONE CORPORATION
891,000 SHARES
COMMON STOCK
PAR VALUE $.01 PER SHARE
----------------
BANK ONE CORPORATION
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60670
(312) 732-4000
----------------
This Prospectus covers the sale of up to 891,000 shares of BANK ONE common
stock.
BANK ONE common stock is listed on the New York Stock Exchange under the symbol
"ONE". On October 15, 1998, the last reported sale price of the common stock on
the NYSE was $45 3/16 per share.
----------------
Credit Suisse First Boston Corporation, a stockholder of BANK ONE, is offering
these shares for sale. BANK ONE will receive none of the proceeds of the sale
of these shares.
----------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
----------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 16, 1998
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires BANK ONE to file information with the
Securities and Exchange Commission concerning its business and operations.
Accordingly, BANK ONE files, and its predecessors, BANC ONE CORPORATION and
First Chicago NBD Corporation filed, annual, quarterly and special reports,
proxy statements and other information with the Commission. You can inspect and
copy this information at the public reference facility maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549. You can also do so at the following regional offices of the
Commission:
. New York Regional Office, Seven World Trade Center, Suite 1300, New York,
New York 10048
. Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661
You can get additional information about the operation of the Commission's
public reference facilities by calling the Commission at 1-800-SEC- 0330. The
Commission also maintains a web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
companies that, like BANK ONE, file information electronically with the
Commission. You can also inspect information about BANK ONE at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Commission allows BANK ONE to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you
by referring you to the other information we have filed with the Commission.
The information that we incorporate by reference is considered to be part of
this prospectus, and later information that we file with the Commission will
automatically update and supersede the information we've included in this
prospectus. We incorporate by reference the documents listed below. On October
2, 1998, BANC ONE CORPORATION and First Chicago NBD Corporation merged into
BANK ONE, which did not conduct any substantial business prior to the merger;
the documents we list below were filed by us or by one of our predecessor
companies. We also incorporate by reference any future filings BANK ONE makes
with the Commission under Sections 13(a), 13(c) or 15(d) of the Securities
Exchange Act of 1934 until the selling stockholder sells all of the shares or
until the offering of the shares is otherwise ended. This prospectus is part of
a registration statement that we filed with the Commission (Registration No.
333-65427).
1
<PAGE>
<TABLE>
<CAPTION>
BANK ONE SEC FILINGS PERIOD
-------------------- ------
<S> <C>
Current Reports on Form 8-K......... Dated:
. October 2, 1998
. October 6, 1998
Registration Statement on Form S-4
(Registration No. 333-60313)....... Dated: July 31, 1998
The description of BANK ONE Common Stock set forth in the Current Report on
Form 8-K dated October 2, 1998, including any amendment or report filed with
the Commission for the purpose of updating such description.
<CAPTION>
BANC ONE SEC FILINGS PERIOD
-------------------- ------
<S> <C>
Annual Report on Form 10-K.......... Year ended December 31, 1997
Quarterly Reports on Form 10-Q...... Quarters ended March 31, 1998, and June
30, 1998 (as amended by the Form 10-
Q/A filed August 14, 1998).
Current Reports on Form 8-K......... Dated:
. January 26, 1998
. April 14, 1998, as amended by the
Form 8-K/A filed April 21, 1998,
amended by the Form 8-K/A filed
May 19, 1998, as amended by the
Form 8-K/A filed August 17, 1998
. April 22, 1998
. July 21, 1998
. July 22, 1998
. July 24, 1998, as amended by the Form
8-K filed August 11, 1998
. July 24, 1998
. August 28, 1998
. September 11, 1998
. September 17, 1998
<CAPTION>
FIRST CHICAGO NBD SEC FILINGS PERIOD
----------------------------- ------
<S> <C>
Annual Report on Form 10-K.......... Year ended December 31, 1997
Quarterly Reports on Form 10-Q...... Quarters ended March 31, 1998, and June
30, 1998
Current Reports on Form 8-K......... Dated:
. January 16, 1998
. February 17, 1998
. April 10, 1998
. April 13, 1998
. April 21, 1998
. May 19, 1998
. July 13, 1998
. August 17, 1998
. September 11, 1998
. September 15, 1998
</TABLE>
2
<PAGE>
You can request a free copy of these filings by writing or calling us at the
following address:
Investor Relations
BANK ONE CORPORATION
One First National Plaza
Chicago, Illinois 60670
(312) 732-4812
You should rely only on the information incorporated by reference or provided
in this prospectus or any supplement to this prospectus. We have not authorized
anyone else to provide you with different information or additional
information. The selling stockholder will not make an offer of these shares in
any state where the offer is not permitted. You should not assume that the
information in this prospectus, or any supplement to this prospectus, is
accurate at any date other than the date indicated on the cover page of these
documents.
FORWARD-LOOKING STATEMENTS
This Prospectus (including information included or incorporated by reference
herein) contains certain forward-looking statements with respect to the
financial condition, results of operations, plans, objectives, future
performance and business of BANK ONE and its predecessors, BANC ONE and First
Chicago NBD, as well as certain information relating to the merger of BANC ONE
and First Chicago NBD to form BANK ONE, including, without limitation,
statements relating to the cost savings, revenue enhancement and restructuring
charges estimated to result from the merger and statements preceded by,
followed by or that included the words "believes," "expects," "anticipates,"
"estimates" or similar expressions. These forward-looking statements involve
certain risks and uncertainties. Actual results may differ materially from
those contemplated by such forward-looking statements due to, among others, the
following factors: (a) expected cost savings and revenue enhancements from the
merger may not be fully realized or realized within the expected time frame;
(b) revenues following the merger may be lower than expected, or deposit
attrition, operating costs or customer loss and business disruption following
the merger may be greater than expected; (c) competitive pressures among
depository and other financial institutions may increase significantly; (d)
costs or difficulties related to the integration of the business of BANC ONE
and First Chicago NBD may be greater than expected; (e) changes in the interest
rate environment may reduce margins; (f) general economic or business
conditions, either nationally or in the states in which BANK ONE is doing
business, may be less favorable than expected resulting in, among others
things, a deterioration in credit quality or a reduced demand for credit; (g)
legislative or regulatory changes may adversely affect the business in which
BANK ONE is engaged; (h) technological changes (including the costs of
remediating or failing to remediate "Year 2000" and "Euro" data systems
compliance issues, including those of BANK ONE and those of other persons by
whom BANK ONE's business may be affected) may be more difficult or expensive
than anticipated; and (i) changes may occur in the securities and capital
markets.
3
<PAGE>
ABOUT BANK ONE CORPORATION
Unless the context otherwise requires, all references to BANK ONE include BANK
ONE CORPORATION and our consolidated subsidiaries.
BANK ONE is a multi-bank holding company registered under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"). BANK ONE is the successor to
the businesses of BANC ONE CORPORATION ("BANC ONE") and First Chicago NBD
Corporation ("FCN") pursuant to the merger of BANC ONE and FCN into BANK ONE,
which merger was consummated on October 2, 1998.
Through its bank subsidiaries, BANK ONE provides domestic retail banking,
worldwide corporate and institutional banking, and trust and investment
management services. As of October 2, 1998, BANK ONE operated banking offices
in Arizona, Colorado, Florida, Illinois, Indiana, Kentucky, Louisiana,
Michigan, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. BANK ONE
also owns nonbank subsidiaries that engage in businesses related to banking and
finance, including credit card and merchant processing, consumer and education
finance, mortgage lending and servicing, insurance, venture capital, investment
and merchant banking, trust, brokerage, investment management, leasing,
community development and data processing.
BANK ONE is a legal entity separate and distinct from its affiliate banks and
its nonbank subsidiaries. Accordingly, the right of BANK ONE, and therefore the
right of BANK ONE's creditors and stockholders, to participate in any
distribution of the assets or earnings of such affiliate or subsidiary is
necessarily subject to the prior claims of creditors of such affiliate or
subsidiary except to the extent that claims of BANK ONE in its capacity as a
creditor may be recognized. The principal sources of BANK ONE's revenues are
dividends, interest on loans and fees from such affiliates and subsidiaries.
Applicable federal law restricts the ability of certain of such affiliates and
subsidiaries to pay dividends to BANK ONE.
As of June 30, 1998, on a pro forma basis, BANK ONE had assets of $244 billion,
deposits of $154 billion and stockholders' equity of $19 billion.
BANK ONE is a Delaware corporation and its principal executive office is
located at One First National Plaza, Chicago Illinois, 60670 and its telephone
number is (312) 732-4000.
USE OF PROCEEDS
All of the shares of the common stock, par value $.01 per share, of BANK ONE
(the "Shares") offered hereby are being sold by Credit Suisse First Boston
Corporation (the "Selling Stockholder"). BANK ONE will not receive any of the
proceeds from the sale of the Shares. BANK ONE will pay certain expenses
relating to this offering, estimated to be approximately $40,000. See "Selling
Stockholder."
4
<PAGE>
SELLING STOCKHOLDER
Prior to consummation of the Merger, FCN sold 550,000 shares of its common
stock, par value $1.00 per share ("FCN Common Stock"), to the Selling
Stockholder in a transaction (the "Private Placement") exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"). At
consummation of the Merger, the 550,000 shares of FCN Common Stock sold in the
Private Placement were converted into the right to receive the 891,000 Shares
based on the 1.62 exchange ratio in the Merger.
As of October 12, 1998, the Selling Stockholder owned 1,916,676 shares of BANK
ONE Common Stock, including the Shares. Before and after the offering, the
Selling Stockholder will beneficially own less than 1% of the outstanding
shares of BANK ONE Common Stock. The Selling Stockholder has not held any
position or office or, except for investment banking services provided in the
ordinary course of the Selling Stockholder's business, had any material
relationship with BANK ONE or its affiliates or predecessors within the past
three years other than as a result of the ownership of FCN Common Stock and
BANK ONE Common Stock. There can be no assurance that the Selling Stockholder
will sell all or any of the Shares offered hereunder.
PLAN OF DISTRIBUTION
All or part of the Shares may be offered by the Selling Stockholder from time
to time in transactions on the New York Stock Exchange, Inc. (the "NYSE"), in
privately negotiated transactions, through the writing of options on the
Shares, or a combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. For purposes of this
Prospectus, the term "Selling Stockholder" includes donees, transferees,
pledgees or other successors in interest of or to the Selling Stockholder that
receive the Shares as a gift, partnership distribution or other non-sale
related transfer. The Selling Stockholder will act independently of BANK ONE in
making decisions with respect to the timing, manner and size of each sale. The
methods by which the Shares may be sold or distributed may include, but are not
limited to, the following:
(a) a cross or block trade in which the broker or dealer engaged by the
Selling Stockholder will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate
the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker
or dealer for its account;
(c) an exchange distribution in accordance with the rules of such exchange;
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
(e) privately negotiated transactions;
(f) short sales or borrowings, returns and reborrowings of the Shares
pursuant to stock loan agreements to settle short sales;
(g) delivery in connection with the issuance of securities by issuers,
other than BANK ONE, that are exchangeable for (whether on an optional
or mandatory basis), or payable in, such shares (whether such
securities are listed on a national securities exchange or otherwise)
or pursuant to which such shares may be distributed; and
(h) a combination of any such methods of sale or distribution.
5
<PAGE>
In effecting sales, brokers or dealers engaged by the Selling Stockholder may
arrange for other brokers or dealers to participate in such sales. Brokers or
dealers may receive commissions or discounts from the Selling Stockholder or
from the purchasers in amounts to be negotiated immediately prior to the sale.
The Selling Stockholder may also sell the Shares in accordance with Rule 144
under the Securities Act or pursuant to other exemptions from registration
under the Securities Act.
If the Shares are sold in an underwritten offering, the Shares may be acquired
by the underwriters for their own account and may be further resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The names of the underwriters with respect to any such offering and the
terms of the transactions, including any underwriting discounts, concessions or
commissions and other items constituting compensation of the underwriters and
broker-dealers, if any, will be set forth in a Prospectus Supplement relating
to such offering. Any public offering price and any discounts, concessions or
commissions allowed or reallowed or paid to broker-dealers may be changed from
time to time. Unless otherwise set forth in a Prospectus Supplement, the
obligations of the underwriters to purchase the Shares will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the Shares specified in such Prospectus Supplement if any such Shares are
purchased. This Prospectus also may be used by brokers who borrow the Shares to
settle short sales of shares of BANK ONE Common Stock and who wish to offer and
sell such Shares under circumstances requiring use of the Prospectus or making
use of the Prospectus desirable.
From time to time the Selling Stockholder may engage in short sales, short
sales against the box, puts, calls and other transactions in securities of BANK
ONE, or derivatives thereof, and may sell and deliver the Shares in connection
therewith.
None of the proceeds from the sales of the Shares by the Selling Stockholder
will be received by BANK ONE. BANK ONE will bear certain expenses in connection
with the registration of the Shares being offered by the Selling Stockholder,
including all costs incident to the offering and sale of the Shares to the
public other than any commissions and discounts of underwriters, dealers or
agents and any transfer taxes.
The Selling Stockholder, and any broker-dealer who acts in connection with the
sale of Shares hereunder, may be deemed to be an "underwriter" as that term is
defined in the Securities Act, and any commissions received by them and profit
on any resale of the Shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act. BANK ONE has agreed to
indemnify the Selling Stockholder, any underwriters and certain other
participants in an underwriting or distribution of the Shares and their
directors, officers, employees and agents against certain liabilities,
including liabilities arising under the Securities Act.
6
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for BANK
ONE by its General Counsel, Sherman I. Goldberg, Esq. As of October 2, 1998,
Mr. Goldberg beneficially owned 407,653 shares of BANK ONE Common Stock and
217,417 options to purchase additional shares of BANK ONE Common Stock.
EXPERTS
The consolidated financial statements of BANC ONE and its subsidiaries
incorporated in this Prospectus by reference to the BANC ONE Annual Report on
Form 10-K for the year ended December 31, 1997 have been audited by
PricewaterhouseCoopers LLP, independent accountants, as set forth in their
report dated February 12, 1998 accompanying such financial statements, and are
incorporated herein by reference in reliance upon the report of such firm,
given on the authority of said firm as expert in auditing and accounting.
The consolidated financial statements of FCN included in the Annual Report on
Form 10-K for the year ended December 31, 1997 incorporated herein by reference
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as expert in accounting
and auditing in giving said report.
The supplemental consolidated financial statements of BANK ONE appearing in the
Current Report on Form 8-K dated October 6, 1998, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated herein by reference in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.
7
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
We have not authorized anyone (including any salesman or broker) to give oral
or written information about this offering that is different from the
information included in this prospectus or that is not included in this
prospectus.
----------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Where You Can Find More Information......................................... 1
Forward-Looking Statements.................................................. 3
About BANK ONE CORPORATION.................................................. 4
Use of Proceeds............................................................. 4
Selling Stockholder......................................................... 5
Plan of Distribution........................................................ 5
Legal Matters............................................................... 7
Experts..................................................................... 7
</TABLE>
----------------
[LOGO OF BANK1ONE]
891,000 SHARES
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
----------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
