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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF L934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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October 2, 1998
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BANK ONE CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 333-60313 31-1597175
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBERS) IDENTIFICATION
NO.)
One First National Plaza, Chicago, IL 60670
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 312-732-4000
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective October 2, 1998, each of BANC ONE CORPORATION ("BANC ONE") and First
Chicago NBD Corporation ("FCN") merged with and into BANK ONE CORPORATION ("ONE"
or the "Company"), pursuant to an Agreement and Plan of Reorganization, dated as
of April 10, 1998, as amended, among BANC ONE, FCN and ONE (the "Merger
Agreement"). Pursuant to the Merger Agreement, upon the effectiveness of the
mergers on October 2, 1998, each share of BANC ONE common stock, no par value
per share, was converted in one share of common stock, $0.01 par value per
share, of ONE (the "ONE Common Stock" or "Common Stock") and each share of FCN
common stock, $1.00 par value per share, was converted into the right to receive
1.62 shares of ONE Common Stock, with cash in lieu of fractional shares.
In addition, at the effective time of the mergers, each outstanding share of FCN
Preferred Stock with Cumulative and Adjustable Dividends, Series B, without par
value ($100 stated value) ("FCN Series B Preferred") was converted into the
right to receive one share of ONE Preferred Stock with Cumulative and Adjustable
Dividends, Series B, $0.01 par value ($100 stated value) ("ONE Series B
Preferred") and each outstanding share of FCN Preferred Stock with Cumulative
and Adjustable Dividends, Series C, without par value ($100 stated value) ("FCN
Series C Preferred") was converted into the right to receive one share of ONE
Preferred Stock with Cumulative and Adjustable Dividends, Series C, $0.01 par
value ($100 stated value) ("ONE Series C Preferred"). The ONE Series B
Preferred and ONE Series C Preferred have rights, preferences and terms
substantially identical to the rights, preferences and terms of the FCN Series B
Preferred and the FCN Series C Preferred, respectively. The FCN Series B
Preferred and the FCN Series C Preferred were listed on the New York Stock
Exchange, Inc. (the "NYSE"). Shares of the ONE Series B Preferred and ONE
Series C Preferred are listed on the NYSE.
A copy of the press release announcing the closing of the merger is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
ONE's Registration Statement on Form S-4 (Registration No. 333-60313), which was
declared effective by the Securities and Exchange Commission on July 31, 1998
(the "Registration Statement"), sets forth certain information regarding the
merger, ONE, BANC ONE and FCN, including, but not limited to, the date and
manner of the merger, a description of the assets involved, the nature and
amount of consideration paid by ONE therefor, the method used for determining
the amount of such consideration, the nature of any material relationships
between FCN (and its affiliates) and BANC ONE (and its affiliates) or ONE, the
nature of the business of FCN and BANC ONE and the intended use of the assets
acquired in the merger. In addition, the information set forth under section
heading "A" of Item 5 of this Current Report on Form 8-K is incorporated herein
by reference.
Item 5. OTHER EVENTS
A. Securities Exchange Act of 1934 Registration
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Pursuant to Rule 12g-3 of the General Rules and Regulations ("Rule 12g-3") under
the Securities Exchange Act of 1934, as amended (the
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"Exchange Act"), shares of the common stock of ONE, as successor issuer to BANC
ONE, will be deemed registered for the purposes of Section 12(b) of the Exchange
Act. Also pursuant to Rule 12g-3, shares of the ONE Series B Preferred and ONE
Series C Preferred will be deemed registered for the purposes of Rule 12(b) of
the Exchange Act.
Also as of October 2, 1998, ONE assumed the payment obligations and all other
covenants required to be performed or observed by FCN in connection with the
following securities (the "Listed Securities") listed on the NYSE:
7 1/2% Preferred Purchase Units
7 1/4% Subordinated Debentures Due 2004
8.10% Subordinated Notes Due 2002
Pursuant to Rule 12g-3, the Listed Securities of ONE, as successor issuer to
FCN, will be deemed registered for purposes of Section 12(b) of the Exchange
Act.
B. Description of ONE Common Stock
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General
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The Company is authorized to issue 2,500,000,000 shares of common stock,
$0.01 par value per share (the "Common Stock").
Holders of the Company's Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors out of any funds legally
available therefor provided that, so long as any shares of the Company's
preferred stock are outstanding, no dividends (other than dividends payable in
Common Stock) or other distributions (including redemptions and purchases) may
be made with respect to the Common Stock unless full cumulative dividends on the
Company's preferred stock have been made. Holders of the Company's Common Stock
are entitled upon liquidation or wind up of the Company, after claims of
creditors and preferences of the Company's existing preferred stock and any
other series of preferred stock hereafter authorized, to receive pro rata the
net assets of the Company.
The holders of the Common Stock are entitled to one vote for each share
held and are vested with all of the voting power except as the Board of
Directors of the Company has provided with respect to the outstanding shares of
the Company's preferred stock or may provide, in the future, with respect to any
other series of preferred stock which it may hereafter authorize. Generally,
holders of the ONE Series B Preferred Stock and ONE Series C Preferred Stock
have no voting rights.
The shares of Common Stock have non-cumulative voting rights, which means
that the holders of more than 50% of the shares of Common Stock voting for the
election of directors can elect 100% of the directors standing for election at
any meeting if they choose to do so and, in such event, the holders of the
remaining shares voting for the election of directors will not be able to elect
any person or persons to the Board of Directors of the Company at that meeting.
The Company's Certificate of Incorporation, as amended, includes specific
provisions with respect to mergers and other business combinations. In general,
these provisions require that, in the case
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of a proposed merger or other business combination involving the Company and an
Interested Stockholder (as defined therein), the approving vote of the holders
of at least a majority of the voting power of all shares of voting stock held by
persons who are not Interested Stockholders or persons affiliated with
Interested Stockholders is required, unless the business combination has been
approved by a majority of directors not affiliated with the Interested
Stockholder or unless certain conditions regarding minimum price and procedural
protections are met with respect to each class of the Company's then outstanding
voting stock. The provisions of the Certificate of Incorporation also require
that the Board of Directors will not approve a proposal for a business
combination or a tender offer until the Board of Directors has evaluated the
proposal in light of its effect on the stockholders and employees of the Company
and the communities served by the Company. These provisions of the Certificate
of Incorporation could be used to make more difficult a change in control of the
Company.
The issued and outstanding shares of the Company's Common Stock are fully
paid and nonassessable. The holders of the Company's Common Stock do not have
any preemptive rights to subscribe for additional shares of capital stock of the
Company. The holders of Common Stock have no conversion rights, the Common
Stock is not subject to redemption by either the Company or the stockholder, and
there is no restriction on the purchase by the Company of shares of Common Stock
except for certain regulatory limits.
The Company's Common Stock is listed on the New York and Chicago Stock
Exchanges. First Chicago Trust Company of New York, or an affiliate thereof, is
the transfer agent, registrar and dividend disbursing agent for the Common
Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
All required financial statements, pro forma financial information and
exhibits required by Item 2 have been filed with the Securities and Exchange
Commission as part of the Registration Statement.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2.1 Agreement and Plan of Reorganization, dated as of April 10,
1998, by and among BANK ONE CORPORATION, BANC ONE
CORPORATION and First Chicago NBD Corporation (incorporated
by reference to Appendix A to the Joint Proxy Statement--
Prospectus dated July 31, 1998 included in the Registration
Statement on Form S-4 of BANK ONE CORPORATION (Registration
No. 333-60313))
99.1 Press release dated October 2, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANK ONE CORPORATION
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(Registrant)
Date: October 2, 1998 By /s/ M. Eileen Kennedy
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Title: Treasurer
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INDEX TO EXHIBITS
Exhibit Description of Sequential Page
Number Exhibit Number
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2.1 Agreement and Plan of Reorganization,
Dated as of April 10, 1998, by and
among BANK ONE CORPORATION, BANC ONE
CORPORATION and First Chicago NBD
Corporation (incorporated by reference
to Appendix A to the Joint Proxy
Statement--Prospectus dated July 31, 1998
included in the Registration Statement
on Form S-4 of BANK ONE CORPORATION
(Registration No. 333-60313)
99.1 Press release dated October 2, 1998
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Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Thomas Kelly
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John A. Russell
(614) 248-5989
BANC ONE, FIRST CHICAGO NBD MERGER COMPLETED
CHICAGO and COLUMBUS, October 2, 1998 - BANC ONE CORPORATION and First
Chicago NBD Corporation announced that their merger of equals became effective
today.
"The combination of these two great banking companies creates one great
future for our shareholders, our customers, our employees and our communities,"
said Verne G. Istock, Chairman of the Board. "We are a strong competitor both
nationally and in each of the local markets we serve."
Starting today, the company will be BANK ONE CORPORATION and its common
stock will trade on the New York Stock Exchange under the symbol ONE.
The merger, which was announced on April 13, creates the nation's 5th
largest bank holding company, with assets of more than $240 billion. BANK ONE
is a major corporate bank nationally and in selected international markets in 11
foreign countries, the nation's second-largest credit card company, the leading
retail bank in eight states, the leading business bank in the Midwest and
Arizona, and the third-largest bank mutual fund company.
"Our integration is further along than in any merger we have done before,"
said John B. McCoy, President and Chief Executive Officer. "We look forward to
providing high-quality service to our customers and superior returns to our
shareholders. We also will reward our employees' work and play active roles in
our communities."
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