BANK ONE CORP
8-K, 1999-11-12
NATIONAL COMMERCIAL BANKS
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<PAGE>

                                   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 1934


Date of Report (Date of earliest event reported)       November 10, 1999
                                                -------------------------

BANK ONE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)


Delaware                             333-60313                31-0738296
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission              (IRS Employer
     of incorporation)              File Number)          Identification No.)


1 Bank One Plaza, Chicago, IL                                    60670
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (ZIP Code)


Registrant's telephone number, including area code   312-732-4000
                                                     ------------
<PAGE>

Item 5. Other Events
- ------

     On November 10, 1999, the Registrant issued a press release announcing a
revised 1999 operating earnings outlook and the postponement of its November 15,
1999, investor update.  A copy of such press release is attached as Exhibit 99
to this Current Report on Form 8-K and incorporated by reference herein.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- ------

(c)  Exhibits.

     Exhibit Number       Description of Exhibits
     --------------       -----------------------

     99                   Registrant's November 10, 1999 Press Release.





Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                   BANK ONE CORPORATION
                                   --------------------
                                   (Registrant)


Date: November 10, 1999           By:   /s/ M. Eileen Kennedy
      ------------------               -----------------------------------
                                        Title: Treasurer

                                     - 2 -
<PAGE>

                                 EXHIBIT INDEX



Exhibit Number       Description of Exhibits
- --------------       -----------------------


99                   Registrant's November 10, 1999 Press Release.

                                     - 3 -

<PAGE>

[BANK ONE CORPORATION Press Release Letterhead]          Exhibit 99





FOR IMMEDIATE RELEASE                            Contact: Thomas Kelly
- ---------------------                                     (312) 732-7007


                BANK ONE REVISES 1999 OPERATING EARNINGS OUTLOOK
                         AND POSTPONES INVESTOR UPDATE

CHICAGO, November 10, 1999 - BANK ONE CORPORATION (NYSE: ONE) today announced a
revised 1999 operating earnings outlook and the postponement of its November 15,
1999, investor update until no later than early January 2000.

Excluding merger and special charges, the Corporation's full-year 1999 operating
earnings are now targeted at $3.45-$3.55 per share.  The decrease in
expectations principally reflects ongoing softness in earnings at First USA,
Bank One's credit card and consumer lending company.

"In August we advised investors of the earnings pressure we were seeing at First
USA," said John B. McCoy, chairman and chief executive officer.  "Bill Boardman,
newly appointed head of First USA, and his team have done an excellent job in
examining and understanding the details necessary to evaluate the core trends of
First USA's businesses.  Part of this review's findings, as well as the
continuation of the trends noted in August, have resulted in the lower 1999
fourth quarter earnings outlook."

The Corporation's commitment to investors was to come back in the fourth quarter
with a full review on the company and the outlook for 2000.  But completion of a
current strategic review, which is well underway, is necessary before a full
understanding of the Corporation's core trends, outlook for 2000 and long-term
direction can be provided.  The course and duration of the review has been
impacted by the previously announced management changes at First USA.

The company said that as part of this review, a number of alternatives for
aligning long-term business strategies with earnings growth opportunities are
under consideration.

A brief recorded message discussing these announcements is available from 5 p.m.
eastern time, Wednesday, November 10, 1999, through 6 p.m. eastern time on
Tuesday, November 16, 1999, by calling 800-633-8284 (domestic) or 619-812-6440
(international), access code 13547299.

                                     (more)
<PAGE>

                                      -2-

BANK ONE CORPORATION, headquartered in Chicago, is the nation's fourth largest
bank holding company, with assets of more than $264 billion.  Bank One offers a
full range of financial services to commercial and business customers and
consumers.  It is the world's largest VISA issuer, the third largest bank lender
to small businesses, a leading national automotive lender, and one of the top 25
managers of mutual funds.  A leader in the retail market, Bank One operates
approximately 1,900 banking centers and a nationwide network of ATMs.  In
addition, it is a major commercial bank in the United States and in select
international markets.

Information about Bank One's financial results can be accessed on the Internet
at www.bankone.com or through fax-on-demand at 877-ONE-FACT.
                                      ###


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