SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-K/A
(Amendment No.
1)
Annual Report
Pursuant to Section 13 or 15(d) of
the Securities
Exchange Act of 1934
For the fiscal
year ended December 31, 1999
Commission file
number 001-15323
BANK ONE
CORPORATION
(Exact name of
registrant as specified in its charter)
| Delaware |
|
31-0738296 |
| (State or other
jurisdiction of |
|
(I.R.S.
Employer |
| incorporation or
organization) |
|
Identification
No.) |
1 Bank One Plaza,
Chicago, Illinois 60670
(Address of principal
executive offices including zip code)
Registrant’s
telephone number, including area code: (312) 732-4000
Securities
registered pursuant to Section 12(b) of the Act:
| Title of Each
Class |
|
Name of Each
Exchange on
which Registered |
|
| Common Stock, $0.01
par value |
|
New York Stock
Exchange |
| |
|
Chicago Stock
Exchange |
| Preferred Stock
with Cumulative and Adjustable Dividends, Series B |
|
New York Stock
Exchange |
|
($100 stated value), $0.01 par value |
|
|
| Preferred Stock
with Cumulative and Adjustable Dividends, Series C |
|
New York Stock
Exchange |
|
($100 stated value), $0.01 par value |
|
|
7 1
/4% Subordinated
Debentures Due 2004
|
|
New York Stock
Exchange |
| 8.10% Subordinated
Notes Due 2002 |
|
New York Stock
Exchange |
| Guarantee of 8.00%
Preferred Securities of BANK ONE Capital I |
|
New York Stock
Exchange |
Securities
registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ü] No [
]
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ü]
The aggregate market value of voting
stock held by nonaffiliates of the Corporation at December 31,
1999, was approximately $27,500,000,000 (based on the average price of such
stock on February 25, 2000). At December 31, 1999, the Corporation had
1,147,343,082 shares of its Common Stock, $0.01 par value,
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the
Corporation’s definitive proxy statement dated March 27, 2000, are
incorporated by reference into Part III hereof.
The section “Documents Incorporated
by Reference” on the cover page and Items 10 through 13 of the
Registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (File No. 001-15323) are amended as follows: references to
the Corporation’s definitive proxy statement dated March 27, 2000 are
amended to refer to the Corporation’s definitive proxy statement dated
April 5, 2000. The amended section and Items are set forth
below:
“DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the Corporation’s
definitive proxy statement dated April 5, 2000, are incorporated by
reference into Part III hereof.”
PART
III
“Item 10. Directors and Executive Officers of the
Registrant
The information required by this Item
pertaining to executive officers of the Corporation is set forth on page 93
of this Form 10-K under the heading “Executive Officers of the
Registrant,” and is expressly incorporated herein by reference. The
information required by this Item pertaining to directors of the Corporation
and to compliance with Section 16(a) of the Securities Exchange Act of 1934
is set forth under the headings “Election of Directors” and
“Section 16(a) Beneficial Ownership Reporting Compliance,”
respectively, in the Corporation’s definitive proxy statement dated
April 5, 2000, and is expressly incorporated herein by reference.
”
“
Item 11. Executive Compensation
The information required by this Item is
set forth under the headings “Compensation of Executive Officers,”
“Director Meeting Attendance and Fee Arrangements” and
“Committees of the Board of Directors—Organization, Compensation
and Nominating Committee—Committee Interlocks and Insider Participation
” in the Corporation’s definitive proxy statement dated April 5,
2000, and is expressly incorporated herein by reference.”
“Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information required by this Item is
set forth under the heading “Beneficial Ownership of the Corporation
’s Common Stock” in the Corporation’s definitive proxy
statement dated April 5, 2000, and is expressly incorporated herein by
reference.”
“
Item 13. Certain Relationships and Related Transactions
The information required by this Item is
set forth under the headings “Committees of the Board of Directors
—Organization, Compensation and Nominating Committee—Committee
Interlocks and Insider Participation” and “Transactions with
Directors, Executive Officers, Stockholders and Associates” in the
Corporation’s definitive proxy statement dated April 5, 2000, and is
expressly incorporated herein by reference.”
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, thereunto duly authorized,
this 6th day of April, 2000.
|
Title: Assistant
Secretary
|
