BANK ONE CORP
8-K, 1999-12-21
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)     December 21, 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 December 21, 1999, the Registrant issued a press release announcing changes
in its senior management and board of directors.  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 December 21, 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:  December 21, 1999                   By:  /s/ M. Eileen Kennedy
      --------------------                      -----------------------------
                                                Title: Treasurer




                                     - 2 -
<PAGE>

                                 EXHIBIT INDEX



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

99                Registrant's December 21, 1999 Press Release.











                                     - 3 -

<PAGE>

[BANK ONE CORPORATION Press Release Letterhead]                   Exhibit 99



FOR IMMEDIATE RELEASE

BANK ONE'S McCOY RETIRES; HALL BECOMES NON-EXECUTIVE CHAIRMAN; ISTOCK BECOMES
ACTING CHIEF EXECUTIVE OFFICER

  CHICAGO. Dec. 21, 1999 - BANK ONE CORPORATION (NYSE: ONE) today announced
changes in its senior management and board of directors.  All of the following
changes are effective immediately.

 .  John B. McCoy, 56, chairman and chief executive officer, has decided to
   retire from the corporation and its board of directors.

 .  John R. Hall, 67, retired chairman and chief executive officer of Ashland,
   Inc., was elected non-executive chairman of the board of Bank One. Hall has
   been a Bank One director since 1987 and is chairman of its organization,
   compensation and nominating committee and a member of the executive
   committee. He was chairman and chief executive officer of Ashland from 1981
   until his retirement in 1997.

 .  Verne G. Istock, 59, president of Bank One, was elected acting chief
   executive officer.

 .  William P. Boardman, 58, senior executive vice president, was elected vice
   chairman and a director of the corporation and will continue his
   responsibilities as head of the credit card business and be based in
   Wilmington, Del.

  Following McCoy's decision, Bank One's board of directors has begun the search
process for a permanent chairman and CEO.  Hall will head the search committee,
which will be composed of the board's organization, compensation and nominating
committee.  The committee intends to complete the process in the next few
months.

  "The board unanimously supports Verne Istock's appointment as acting chief
executive officer," Hall said. "We have every confidence that he has the
experience, the skills and the support of management to lead the company during
this transition period.  We will consider all possible candidates, including
Verne, to lead this outstanding company."

                                     (more)
<PAGE>

                                      -2-

  "John McCoy has served as chief executive officer of Bank One for past 15
years," Hall said.  "We thank John for his leadership and vision during this
time of great change and consolidation in the industry.  Through the Uncommon
Partnership, John welcomed into Bank One leading banks from markets across the
country.  In his 29 years, Bank One has grown from a small Ohio bank to the
nation's fourth largest. Personally, it has been a pleasure working with John
for the last 12 years."

  "With our strong executive management team, deep bench strength, dedicated
employees, high-quality products and sound strategies, Bank One remains a
formidable franchise," Istock said.  "I am committed to working with John Hall
and the board to resolve current issues.  I am confident that through this
process we will justify the continued support of our shareholders and position
the organization for future growth."

  As previously announced, Bank One's executive management team will provide an
update to investors and analysts in New York in January.

  Bank One Corporation is the nation's fourth largest bank holding company, with
assets of more than $260 billion.  Bank One offers a full range of financial
services to commercial and business customers and consumers.  It can be found on
the Internet at www.bankone.com.

Media Contact:
Thomas A. Kelly        (312) 732-7007

Investor Contacts:
Jay S. Gould           (312) 732-5771
Holly E. Hobson        (312) 732-5782
Sandra M. Catanzaro    (312) 732-8013



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