<PAGE>
As filed with the Securities and Exchange Commission on September 29, 2000
Registration No. -
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
BANK ONE Capital V
BANK ONE Capital VI
BANK ONE CORPORATION BANK ONE Capital VII
(Exact name of each registrant as BANK ONE Capital VIII
specified in its charter) BANK ONE Capital IX
BANK ONE Capital X
Delaware (Exact name of each registrant as
(State or other jurisdiction specified
of incorporation or organization) in its certificate of trust)
31-0738296 Delaware
(I.R.S. Employer Identification (State or other jurisdiction of
No.) incorporation or organization of
of each registrant)
Each to be applied for
(I.R.S. Employer Identification
No.)
1 Bank One Plaza
Chicago, Illinois 60670
312-732-4000
(Address, including zip code, and telephone number, including area code, of
each registrant's principal executive offices)
--------------
Charles W. Scharf
Executive Vice President and Chief Financial Officer
BANK ONE CORPORATION
1 Bank One Plaza
Chicago, Illinois 60670
(312) 336-2411
(Name, address, including zip code, and telephone number, including area
code, of agent for service of each registrant)
With copies to:
Laurence Goldman, Esq. Robert Rosenman, Esq.
BANK ONE CORPORATION Cravath, Swaine & Moore,
1 Bank One Plaza Worldwide Plaza
Chicago, Illinois 60670 825 Eighth Avenue
New York, New York 10019
--------------
Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
--------------
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
(table and footnotes continued on next page)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
(continued from previous page)
CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
<CAPTION>
Proposed
Proposed maximum
Title of each class of Amount maximum aggregate
securities to be to be offering price offering Amount
registered registered(1)(5)(6) per unit(5) price(1)(5) of fee(6)
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities of
BANK ONE CORPORATION
(3)................... (1) (2) (2) N/A
------------------------------------------------------------------------------------------
Preferred Securities of
BANK ONE Capital V,
BANK ONE Capital VI,
BANK ONE Capital VII,
BANK ONE Capital VIII,
BANK ONE Capital IX
and BANK ONE Capital
X..................... (1) (2) (2) N/A
------------------------------------------------------------------------------------------
BANK ONE CORPORATION
Guarantees with respect
to
Preferred Securities.. (4) (4) (4) N/A
------------------------------------------------------------------------------------------
Total................. $1,990,000,000 N/A $1,990,000,000(6) $525,360(6)
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
</TABLE>
(1) Such indeterminate number or principal amount of Debt Securities (including
Senior Debt Securities, Senior Subordinated Debt Securities and Junior
Subordinated Debt Securities) of BANK ONE CORPORATION (the "Company") and
Preferred Securities (the "Preferred Securities") of BANK ONE Capital V,
BANK ONE Capital VI, BANK ONE Capital VII, BANK ONE Capital VIII, BANK ONE
Capital IX and BANK ONE Capital X (collectively, the "BANK ONE Capital
Trusts") not to exceed $1,990,000,000 maximum aggregate offering price
exclusive of accrued interest and dividends, if any.
(2) The proposed maximum offering price per unit will be determined from time
to time in connection with the issuance of the securities registered
hereunder. The maximum aggregate offering price will be such amount in U.S.
dollars or the equivalent thereof in foreign currencies as shall result in
a maximum aggregate offering price for all securities of $1,990,000,000.
Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933 and exclusive of
accrued interest and dividends, if any.
(3) Junior Subordinated Debt Securities may be purchased by any of the BANK ONE
Capital Trusts with the proceeds of the sale of the Preferred Securities of
that BANK ONE Capital Trust, together with the proceeds received from the
Company for the common securities to be issued by that BANK ONE Capital
Trust to the Company. No separate consideration will be received for such
Junior Subordinated Debt Securities. Such Junior Subordinated Debt
Securities may later be distributed for no additional consideration to the
holders of Preferred Securities of the applicable BANK ONE Capital Trust
upon certain events described in the applicable Declaration of such BANK
ONE Capital Trust.
(4) The Company is also registering pursuant to this Registration Statement the
Company's Guarantees and other obligations that it may have with respect to
Preferred Securities issued by any of the BANK ONE Capital Trusts. Pursuant
to Rule 457(n) under the Securities Act of 1933, no separate consideration
will be received for any such Guarantee or any other such obligations.
(5) This Registration Statement also serves to register such indeterminate
amount of securities that are to be offered and sold in connection with
market making activities by an affiliate of the Registrants.
(6) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to $10,000,000 of Debt
Securities, Preferred Securities and Company Guaranties previously
registered by the Company on a Form S-3 Registration Statement (No. 333-
80903). A registration fee of $2,780 was previously paid with the respect
to such securities. This Registration Statement constitutes post-effective
amendment No. 1 to Registration Statement No. 333-80903.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. BANK +
+ONE CORPORATION or a BANK ONE Capital Trust, as applicable, may not sell +
+these securities until the Registration Statement filed with the Securities +
+and Exchange Commission is effective. This prospectus is not an offer to sell +
+these securities and it is not soliciting an offer to buy these securities in +
+any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS, SUBJECT TO COMPLETION, SEPTEMBER 29, 2000
$2,000,000,000
BANK ONE CORPORATION
Senior Debt Securities
Senior Subordinated Debt Securities
Junior Subordinated Debt Securities
BANK ONE Capital V
BANK ONE Capital VI
BANK ONE Capital VII
BANK ONE Capital VIII
BANK ONE Capital IX
BANK ONE Capital X
Preferred Securities
(fully and unconditionally guaranteed on a subordinated basis, as
describedherein, by BANK ONE CORPORATION)
This prospectus contains a general description of the securities which BANK
ONE CORPORATION and/or a BANK ONE Capital Trust may offer for sale. The
specific terms of the securities will be contained in one or more supplements
to this prospectus. Read the prospectus and any supplement carefully before you
invest.
The securities will be unsecured obligations of BANK ONE CORPORATION and/or a
BANK ONE Capital Trust and will not be savings accounts, deposits or other
obligations of any bank and are not insured by the Federal Deposit Insurance
Corporation, the Bank Insurance Fund or any other government agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.
The date of this prospectus is , 2000.
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary.................................................................. 1
Where You Can Find More Information about BANK ONE and the BANK ONE
Capital Trusts.......................................................... 2
Forward-Looking Statements............................................... 4
BANK ONE CORPORATION..................................................... 6
Ratio of Earnings to Fixed Charges....................................... 7
The BANK ONE Capital Trusts.............................................. 7
Use of Proceeds.......................................................... 9
Regulatory Matters....................................................... 9
Description of Debt Securities........................................... 14
Senior Securities........................................................ 20
Senior Subordinated Securities........................................... 21
Description of Junior Subordinated Debt Securities....................... 26
Description of the Preferred Securities.................................. 31
Description of the Preferred Securities Guarantees....................... 33
Effect of Obligations Under the Junior Subordinated Debt Securities and
the Preferred Securities Guarantee...................................... 37
Global Securities........................................................ 38
Plan of Distribution..................................................... 40
Legal Matters............................................................ 41
Experts.................................................................. 41
</TABLE>
i
<PAGE>
SUMMARY
This document is called a prospectus. This summary highlights selected
information from this prospectus and may not contain all of the information
that is important to you. To understand the terms of the securities, you should
carefully read this prospectus with the attached prospectus supplement. This
prospectus and the prospectus supplement together give the specific terms of
the securities being offered. You should also read the documents referred to
under the heading "Where You Can Find More Information About BANK ONE and the
BANK ONE Capital Trusts" for information on BANK ONE CORPORATION and its
financial statements. BANK ONE has its principal offices at 1 Bank One Plaza,
Chicago, Illinois (telephone: 312-732-4000). Certain capitalized terms used in
this summary are defined elsewhere in this prospectus.
BANK ONE CORPORATION, a Delaware corporation (also referred to as the
"Company", "BANK ONE", "us" or "we"), and BANK ONE Capital V, BANK ONE Capital
VI, BANK ONE Capital VII, BANK ONE Capital VIII, BANK ONE Capital IX and BANK
ONE Capital X, each a statutory business trust formed under the laws of the
State of Delaware (separately, each trust is also referred to as a "BANK ONE
Capital Trust" and together as the "BANK ONE Capital Trusts") have filed a
registration statement with the Securities and Exchange Commission under a
"shelf" registration procedure. Under this procedure BANK ONE and each BANK ONE
Capital Trust, as applicable, may offer and sell from time to time, in one or
more series, up to $2,000,000,000, or the equivalent in one or more foreign
currencies or currency units, of any of the following securities:
. unsecured senior debt securities,
. unsecured senior subordinated debt securities,
. unsecured junior subordinated debt securities,
. preferred securities of a BANK ONE Capital Trust, and
. guarantees, described below, relating to the preferred securities of
each BANK ONE Capital Trust.
The securities may be sold for U.S. dollars, foreign-denominated currency or
currency units. Amounts payable with respect to any securities may be payable
in U.S. dollars or foreign-denominated currency or currency units.
This prospectus provides you with a general description of the securities we
may offer. Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add, update or
change information contained in this prospectus.
The prospectus supplement will also contain information about certain United
States federal income tax considerations relating to the securities covered by
the prospectus supplement.
BANK ONE and each BANK ONE Capital Trust may sell securities to underwriters
who will sell the securities to the public on terms fixed at the time of sale.
In addition, the securities may be sold by BANK ONE and each BANK ONE Capital
Trust directly or through dealers or agents designated from time to time. These
agents may be affiliates of BANK ONE and each BANK ONE Capital Trust. If BANK
ONE, directly or through agents, solicits offers to purchase the securities,
BANK ONE reserves the sole right to accept and, together with its agents, to
reject, in whole or in part, any offer.
The prospectus supplement will also contain, with respect to the securities
being sold, the names of any underwriters, dealers or agents, together with the
terms of offering, the compensation of these underwriters and the net proceeds
to BANK ONE and each BANK ONE Capital Trust.
1
<PAGE>
Any underwriters, dealers or agents participating in the offering may be
deemed "underwriters" within the meaning of the Securities Act of 1933.
One or more of our subsidiaries may buy and sell any of the securities after
the securities are issued as part of their business as a broker-dealer. Those
subsidiaries may use this prospectus and the related prospectus supplement in
these transactions. Any sale by a subsidiary will be made at the prevailing
market price at the time of sale.
WHERE YOU CAN FIND MORE INFORMATION ABOUT BANK ONEAND THE BANK ONE CAPITAL
TRUSTS
BANK ONE and each BANK ONE Capital Trust have filed a registration statement
with the SEC. This prospectus is part of the registration statement but the
registration statement also contains additional information and exhibits. BANK
ONE also files proxy statements, annual, quarterly and special reports, and
other information with the SEC. You may read and copy the registration
statement and any reports, proxy statements and other information at the
following public reference facilities maintained by the SEC:
Public Reference New York Regional Office Chicago Regional Office
Room 7 World Trade Center Citicorp Center
450 Fifth Street, Suite 1300 500 West Madison Street
N.W. New York, New York 10048 Suite 1400
Room 1024 Chicago, Illinois
Washington, D.C. 60661-2511
20549
You can call the SEC for further information about its public reference
rooms at 1-800-732-0330. Such material is also available at the SEC's website
at "http://www.sec.gov".
You can also inspect reports, proxy statements and other information about
BANK ONE at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York, and the Chicago Stock Exchange, 440 South LaSalle Street,
Chicago, Illinois.
The SEC allows BANK ONE to incorporate documents by reference in this
prospectus. This means that by listing or referring to a document which BANK
ONE has filed with the SEC in this prospectus, that document is considered to
be a part of this prospectus and should be read with the same care. When BANK
ONE updates the information contained in documents which have been incorporated
by reference, by making future filings with the SEC, the information
incorporated by reference in this prospectus is considered to be automatically
updated.
The documents listed below are incorporated by reference into this
prospectus:
<TABLE>
<CAPTION>
BANK ONE SEC Filings Period
-------------------- ------
<S> <C>
Annual Report on Form 10-K.................... Year ended December 31, 1999
(as amended by a Form 10K/A
dated April 6, 2000)
Quarterly Reports on Form 10-Q................ Quarter ended:
.March 31, 2000
.June 30, 2000,
Current Reports on Form 8-K................... Dated:
.January 11, 2000
.January 18, 2000
.March 20, 2000
.March 27, 2000
.April 18, 2000
.July 19, 2000
.August 14, 2000
.August 22, 2000
.September 6, 2000 (2 filings)
</TABLE>
2
<PAGE>
BANK ONE also incorporates by reference additional documents that it may
file with the SEC between the date of this prospectus and the termination of
the offering of the securities. These documents include periodic reports, such
as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's web site at the address
described above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this prospectus. You
can obtain documents incorporated by reference in this prospectus by requesting
them in writing or by telephone from us at the following address and telephone
number:
Investor Relations
BANK ONE CORPORATION
1 Bank One Plaza
Mail Code IL1-0738
Chicago, Illinois 60670-0738
Telephone (312) 732-4812
If you request any incorporated documents from us, we will mail them to you
by first class mail, or another equally prompt means, within one business day
after we receive your request.
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT OR INCORPORATED BY REFERENCE. BANK ONE HAS NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.
No separate financial statements of any BANK ONE Capital Trust are included
in this prospectus. BANK ONE and the BANK ONE Capital Trusts do not consider
that such financial statements would be material to holders of the preferred
securities because each BANK ONE Capital Trust is a newly formed special
purpose entity, has no operating history or independent operations and is not
engaged in and does not propose to engage in any activity other than holding as
trust assets the junior subordinated debt securities of BANK ONE and issuing
the trust securities.
Furthermore, taken together, BANK ONE'S obligations under each series of
Junior Subordinated Debt Securities, the Junior Indenture under which the
Junior Subordinated Debt Securities will be issued, the related Declaration and
the related Preferred Securities Guarantee provide, in the aggregate, a full,
irrevocable and unconditional guarantee of payments of distributions and other
amounts due on the related preferred securities of a BANK ONE Capital Trust.
For a more detailed discussion see "The BANK ONE Capital Trusts", "Description
of Preferred Securities", "Description of Junior Subordinated Debt Securities",
"Description of the Preferred Securities Guarantees" and "Effect of Obligations
Under the Junior Subordinated Debt Securities and Preferred Securities
Guarantee". BANK ONE does not expect that any of the BANK ONE Capital Trusts
will be filing reports with the SEC under the Securities Exchange Act of 1934.
BANK ONE is not making an offer of its securities in any state or country
where the offer is not permitted. You should not assume that the information in
this prospectus or any prospectus supplement is accurate as of a later date
than the date of this prospectus or any prospectus supplement.
3
<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus, including information included or incorporated by reference
in this prospectus, contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. In addition,
certain statements made in future SEC filings by BANK ONE, in press releases
and in oral and written statements made by BANK ONE which are not statements of
historical fact may constitute forward-looking statements. Examples of forward-
looking statements include, without limitation:
. projection of revenues, income or loss, earnings or loss per share, the
payment or nonpayment of dividends, capital structure and other
financial items;
. statements of plans and objectives of BANK ONE or its management or its
Board of Directors, including those relating to products or services;
. statements of future economic performance; and
. statements of assumptions underlying the above statements.
Words such as "believes", "anticipates", "expects", "intends", "estimates",
"targeted" and similar expressions are intended to identify forward-looking
statements but are not the only means to identify these statements.
Forward-looking statements involve risks and uncertainties. Actual results
may differ materially from those contemplated by the forward-looking
statements. Factors which could cause this difference include, without
limitation:
. local, regional and international conditions may differ from those
assumed in the statements;
. changes in trade, monetary and fiscal policies and laws, including the
interest rate policies of the Federal Reserve Board may have an adverse
effect on BANK ONE's business;
. inflation and interest rate, market and monetary fluctuations may have a
negative impact on BANK ONE's position;
. the timely development and acceptance of new products and services and
perceived overall value of these products and services by users may be
different than anticipated;
. changes in consumer spending, borrowing and saving habits may make BANK
ONE's products or services less desirable;
. technological changes, instituted by BANK ONE and by persons by whom
BANK ONE's business may be affected, may be more difficult to accomplish
or more expensive than anticipated or may have unforeseen consequences;
. acquisitions and integration of acquired businesses may be more
difficult or expensive than expected;
. the ability to increase market share and control expenses may be more
difficult than anticipated;
. competitive pressures among financial services companies may increase
significantly;
. changes in laws and regulations (including laws and regulations
concerning taxes, banking, securities and insurance) may have an adverse
effect on BANK ONE;
. changes in accounting policies and practices, as may be adopted by
regulatory agencies and the Financial Accounting Standards Board, may
affect expected financial reporting;
. changes in BANK ONE's organization, compensation and benefit plans may
have an effect on its expected results;
. the costs and effects of litigation and of unexpected or adverse
outcomes in some litigation may adversely affect BANK ONE's performance;
. costs or difficulties related to the integration of the business of BANC
ONE and First Chicago NBD may be greater than expected; and
4
<PAGE>
. BANK ONE's success at managing the above risks may not be as great as
anticipated.
Forward-looking statements speak only as of the date the statements are made.
BANK ONE undertakes no obligation to update any forward-looking statements to
reflect events or circumstances after the date on which the statement is made,
or to reflect the occurrence of unanticipated events.
5
<PAGE>
BANK ONE CORPORATION
BANK ONE CORPORATION is a multi-bank holding company organized in 1998 under
the laws of the State of Delaware to effect the merger, effective October 2,
1998, of First Chicago NBD Corporation with BANC ONE CORPORATION.
Through its bank subsidiaries, BANK ONE provides domestic retail banking,
finance and credit card services; worldwide commercial banking services; and
trust and investment management services. BANK ONE operates 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.
Like its predecessors, BANK ONE continually evaluates its business
operations and organizational structures and routinely explores opportunities
to (A) acquire financial institutions and other financial services-related
businesses and assets, and (B) enter into strategic alliances to expand the
scope of its services and its customer base. When consistent with its overall
business strategy, BANK ONE will also sell assets or exit certain businesses
and markets. In 1999, BANK ONE undertook several initiatives to combine its
operations under a single identity. In May, BANK ONE introduced the Bank One
name at former First Chicago NBD locations in Michigan and Florida. BANK ONE
integrated former First Chicago NBD Indiana branches with Banc One banking
centers in June. In September, substantially all Chicago metropolitan-area
banking operations were integrated under the Bank One name.
BANK ONE directly or indirectly raises funds principally to finance the
operations of its nonbank subsidiaries. A substantial portion of BANK ONE's
annual income typically has been derived from dividends from its subsidiaries,
and from interest on loans, some of which are subordinated, to its
subsidiaries.
BANK ONE is a legal entity separate and distinct from BANK ONE's banking
subsidiaries and BANK ONE's other affiliates. There are various legal
limitations on the extent to which the subsidiary banks may extend credit, pay
dividends or otherwise supply funds to BANK ONE. As of January 1, 2000, the
banks could have declared additional dividends of approximately $2.5 billion
without the approval of banking regulatory agencies. The payment of dividends
by any bank may also be affected by other factors, such as the maintenance of
adequate capital for such bank. Bank regulatory agencies have the authority to
prohibit the banking organizations they supervise from paying dividends if, in
the regulator's opinion, the payment of such dividends would, in light of the
financial condition of such bank, constitute an unsafe or unsound practice. In
addition, there are numerous other governmental requirements and regulations
that affect the activities of BANK ONE and its subsidiaries.
Under the longstanding policy of the Board of Governors of the Federal
Reserve, a bank holding company is expected to act as a source of financial
strength for its subsidiary banks and to commit resources to support such
banks. As a result of this policy, BANK ONE may be required to commit resources
to its subsidiary banks in circumstances where it might not otherwise do so.
Because BANK ONE is a holding company, its rights and the rights of its
creditors, including the holders of the Debt Securities, the Junior
Subordinated Debt Securities and the Preferred Securities Guarantee, to
participate in the distribution and payment of assets of any subsidiary upon
the subsidiary's liquidation or recapitalization would be subject to the prior
claims of the subsidiary's creditors except to the extent that BANK ONE may
itself be a creditor with recognized claims against the subsidiary.
BANK ONE's executive offices are located at 1 Bank One Plaza, Chicago,
Illinois 60670, and the telephone number is (312) 732-4000.
6
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges for BANK ONE, which are computed on
the basis of the total enterprise (as defined by the SEC) by dividing earnings
before fixed charges and income taxes by fixed charges, are set forth below for
the periods indicated. Also set forth below are the ratios of earnings to
combined fixed charges and preferred stock dividends, which are computed on the
basis of the total enterprise by dividing earnings before fixed charges and
income taxes by fixed charges and preferred stock dividend requirements for the
periods indicated. Fixed charges consist principally of interest expense on all
long- and short-term borrowings, excluding or including interest on deposits as
indicated.
<TABLE>
<CAPTION>
Six Months
Ended June
30, Year Ended December 31,
---------- ------------------------
2000 1999 1999 1998 1997 1996 1995
----- ----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Excluding interest expense on
deposits........................... 0.6x(1) 2.8x 2.3x 2.3x 2.4x 2.6x 2.2x
Including interest expense on
deposits........................... 0.8x(1) 1.8x 1.6x 1.5x 1.5x 1.6x 1.5x
Earnings to Combined Fixed Charges and
Preferred Dividends:
Excluding interest expense on
deposits........................... 0.6x(1) 2.8x 2.3x 2.3x 2.3x 2.5x 2.1x
Including interest expense on
deposits........................... 0.8x(1) 1.8x 1.6x 1.5x 1.5x 1.6x 1.5x
</TABLE>
--------
(1) Earnings for the six months ended June 30, 2000 were insufficient to cover
fixed charges. The coverage deficiency was approximately $1.1 billion.
THE BANK ONE CAPITAL TRUSTS
Each BANK ONE Capital Trust is a statutory business trust created under
Delaware law pursuant to:
. a declaration of trust executed by BANK ONE, as sponsor of the BANK
ONE Capital Trust, and the BANK ONE Capital Trustees (as defined
below) of such BANK ONE Capital Trust, and
. a certificate of trust filed with the Delaware Secretary of State.
Each declaration of trust will be amended and restated in its entirety
(each, as so amended and restated, a "Declaration") substantially in the form
filed as an exhibit to the registration statement of which this prospectus
forms a part.
Each Declaration will be qualified as an indenture under the Trust Indenture
Act of 1939.
Each BANK ONE Capital Trust may offer to the public, from time to time,
preferred securities (the "Preferred Securities") representing preferred
beneficial interests in the applicable BANK ONE Capital Trust.
Each BANK ONE Capital Trust exists for the exclusive purposes of:
. issuing and selling its Trust Securities, (as defined below)
. using the proceeds from the sale of Trust Securities to acquire a
series of Junior Subordinated Debt Securities (as defined below)
issued by BANK ONE, and
. engaging in only those other activities necessary or incidental to
the above activities (such as registering the transfer of the Trust
Securities).
Each BANK ONE Capital Trust will sell common securities representing
undivided beneficial ownership interests in the assets of such BANK ONE Capital
Trust to BANK ONE (the "Common Securities") and Preferred Securities
representing undivided beneficial ownership interests in the assets of such
trust to the public. The Common Securities and the Preferred Securities
together are also referred to as the "Trust Securities".
7
<PAGE>
When any BANK ONE Capital Trust sells its Preferred Securities to the
public, it will use the money it receives together with the money it receives
from the sale of its Common Securities to buy a series of BANK ONE's Junior
Subordinated Debt Securities. The payment terms of these Junior Subordinated
Debt Securities will be virtually the same as the terms of that BANK ONE
Capital Trust's Preferred Securities.
Each BANK ONE Capital Trust will own only the applicable series of Junior
Subordinated Debt Securities. The only source of funds for each BANK ONE
Capital Trust will be the payments it receives from BANK ONE on the Junior
Subordinated Debt Securities. The BANK ONE Capital Trust will use these funds
to make cash payments to holders of the Preferred Securities.
Each BANK ONE Capital Trust will also have the right to be reimbursed by
BANK ONE for certain expenses.
All of the Common Securities of each BANK ONE Capital Trust will be owned by
BANK ONE. The Common Securities of a BANK ONE Capital Trust will rank equally,
and payments will be made on such securities pro rata, with the Preferred
Securities of that BANK ONE Capital Trust. However, upon the occurrence and
continuance of an event of default under the applicable Declaration resulting
from an event of default under the Junior Indenture, the rights of BANK ONE, as
holder of the Common Securities, to payment in respect of distributions and
payments upon liquidation or redemption will be subordinated to the rights of
the holders of the Preferred Securities of that BANK ONE Capital Trust. See
"Description of the Preferred Securities".
BANK ONE will acquire Common Securities in an aggregate liquidation amount
equal to not less than 3% of the total capital of each BANK ONE Capital Trust.
The prospectus supplement relating to any Preferred Securities will contain
the details of the cash distributions to be made periodically to the holders of
the Preferred Securities.
Under certain circumstances, BANK ONE may redeem the Junior Subordinated
Debt Securities which it sold to a BANK ONE Capital Trust. If it does this, the
BANK ONE Capital Trust will redeem a like amount of the Preferred Securities
which it sold to the public and the Common Securities which it sold to BANK
ONE.
Under certain circumstances, BANK ONE may dissolve a BANK ONE Capital Trust
and cause the Junior Subordinated Debt Securities held by the trust to be
distributed to the holders of the Preferred Securities of that BANK ONE Capital
Trust. If this happens, owners of the Preferred Securities will no longer have
any interest in that BANK ONE Capital Trust and will only own Junior
Subordinated Debt Securities.
Generally, BANK ONE needs the approval of the Federal Reserve to redeem
Junior Subordinated Debt Securities or to terminate one or more BANK ONE
Capital Trusts.
Unless otherwise specified in the applicable prospectus supplement:
. Each BANK ONE Capital Trust will have a term of approximately 55 years
from the date it issues its Trust Securities, but may dissolve earlier
as provided in the applicable Declaration.
. Each BANK ONE Capital Trust's business and affairs will be conducted by
its trustees (collectively, the "BANK ONE Capital Trustees").
. The trustees will be appointed by BANK ONE as holder of the applicable
BANK ONE Capital Trust's Common Securities.
. The duties and obligations of the trustees are governed by the
Declaration for the applicable BANK ONE Capital Trust.
8
<PAGE>
. The trustees will be The Chase Manhattan Bank, as the institutional
trustee (the "Institutional Trustee"), Chase Manhattan Bank USA,
National Association, as the Delaware trustee (the "Delaware Trustee"),
and one or more individual trustees (the "Regular Trustees") who are
employees or officers of or affiliated with BANK ONE. The Chase
Manhattan Bank, as Institutional Trustee, will act as sole indenture
trustee under each Declaration for purposes of compliance with the Trust
Indenture Act. The Chase Manhattan Bank will also act as trustee under
the Guarantees and the Junior Indenture. See "Description of the
Preferred Securities Guarantees", "Description of Debt Securities" and
"Description of the Junior Subordinated Debt Securities".
. BANK ONE, as the holder of the Common Securities, has the right to vote
to appoint, remove or replace any of, or increase or reduce the number
of, the BANK ONE Capital Trustees of a trust.
. BANK ONE will pay all fees and expenses related to each BANK ONE Capital
Trust and the offering of the Preferred Securities. BANK ONE also will
pay, directly or indirectly, all ongoing costs, expenses and liabilities
of each BANK ONE Capital Trust.
. No amendment or modification may be made to any Declaration which would
adversely affect the rights or preferences of the applicable Trust
Securities without the approval of the majority in liquidation amount of
the relevant Trust Securities (which may be only the Preferred
Securities or Common Securities of such trust if only that class is
affected).
The principal executive office of each BANK ONE Capital Trust is 1 Bank One
Plaza, Chicago, Illinois 60670 and its telephone number is (312) 732-4000.
USE OF PROCEEDS
Each BANK ONE Capital Trust will use all proceeds received from the sale of
the Preferred Securities to purchase Junior Subordinated Debt Securities from
BANK ONE. BANK ONE intends to use the net proceeds from the sale of the Junior
Subordinated Debt Securities and the Debt Securities for general corporate
purposes. These corporate purposes may include the funding of investments in,
or extensions of credit to, BANK ONE's subsidiaries. Except as described in the
applicable prospectus supplement, allocations of the proceeds to specific
purposes have not been made, although BANK ONE management will have determined
at the date of the applicable prospectus supplement that funds should be
borrowed at that time. Pending the uses described above, BANK ONE may
temporarily invest the net proceeds in various short-term securities or apply
the net proceeds to reduce short-term indebtedness. Based upon the historic and
anticipated future growth of BANK ONE and the financial needs of its
subsidiaries, BANK ONE anticipates that it will, on an ongoing basis, engage in
additional financings in character and amount to be determined.
REGULATORY MATTERS
The following discussion describes certain of the material elements of the
regulatory framework applicable to bank holding companies and their
subsidiaries and provides certain specific information relevant to BANK ONE.
This regulatory framework is intended primarily for the protection of
depositors and the federal deposit insurance funds and not for the protection
of security holders. To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by
reference to those provisions. A change in the statutes, regulations or
regulatory policies applicable to BANK ONE or its subsidiaries may have a
material effect on the business of BANK ONE.
General
As a bank holding company, BANK ONE is regulated under the Bank Holding
Company Act of 1956, and is subject to inspection, examination and supervision
by the Federal Reserve. Under the Bank Holding Company Act, bank holding
companies, except those that have become "financial holding companies" as
described below, generally may not acquire the ownership or control of more
than 5% of the voting shares or
9
<PAGE>
substantially all the assets of any company, including a bank, without the
Federal Reserve's prior approval. In addition, bank holding companies, except
those that have become "financial holding companies" as described below,
generally may engage, directly or indirectly, only in banking and such other
activities as are determined by the Federal Reserve to be closely related to
banking. See "--Gramm-Leach-Bliley Act of 1999" below for a description of new
banking legislation which will significantly modify and expand the activities
in which certain types of financial services companies may engage.
Various governmental requirements, including Sections 23A and 23B of the
Federal Reserve Act, limit borrowings by BANK ONE and its nonbank subsidiaries
from BANK ONE's affiliate banks. These requirements also limit various other
transactions between BANK ONE and its nonbank subsidiaries, on the one hand,
and BANK ONE's affiliate banks, on the other. For example, Section 23A limits
to no more than 10% of its total capital the aggregate outstanding amount of
any bank's loans and other "covered transactions" with any particular nonbank
affiliate, and limits to no more than 20% of its total capital the aggregate
outstanding amount of any bank's covered transactions with all of its nonbank
affiliates. Section 23A also generally requires that a bank's loans to its
nonbank affiliates be secured, and Section 23B generally requires that a bank's
transactions with its nonbank affiliates be on arms' length terms.
Most of BANK ONE's affiliate banks are national banking associations and, as
such, are subject to regulation primarily by the Office of the Comptroller of
the Currency ("OCC") and, secondarily, by the Federal Deposit Insurance
Corporation ("FDIC") and the Federal Reserve. BANK ONE's state-chartered banks
also are subject to regulation by the FDIC and the Federal Reserve and, in
addition, by their respective state banking departments. The banks' operations
in other countries are subject to various restrictions imposed by the laws of
those countries.
Gramm-Leach-Bliley Act of 1999
The Gramm-Leach-Bliley Act of 1999 (the "GLB Act") eliminates many legal
barriers between banks and bank holding companies, on the one hand, and
securities firms, insurance companies and other financial services providers,
on the other. Among other things, the GLB Act repealed certain Glass-Steagall
Act restrictions on affiliations between banks and securities firms, and
amended the Bank Holding Company Act to permit bank holding companies that
qualify as "financial holding companies" to engage in activities, and acquire
companies engaged in activities, that are
. financial in nature;
. incidental to financial activities; or
. complementary to financial activities if the Federal Reserve determines
that they pose no substantial risk to the safety or soundness of
depository institutions or the financial system in general.
The GLB Act treats various lending, insurance underwriting, insurance
company portfolio investment, financial advisory, securities underwriting,
dealing and market-making, and merchant banking activities as financial in
nature for this purpose. The Federal Reserve, in consultation with the
Secretary of the Treasury, may add to this list. The GLB Act not only permits
bank holding companies to acquire securities and insurance firms, but also
allows such firms to acquire banks and bank holding companies.
A bank holding company may become a financial holding company only if
. all of its depository institution subsidiaries are well capitalized,
. all of its depository institution subsidiaries are well managed, and
. the bank holding company has filed with the Federal Reserve a
declaration that the company elects to be a financial holding company.
In addition, a bank holding company generally may not commence any new activity
or acquire any additional company as a financial holding company if any of its
depository institution subsidiaries has received a rating of less than
"satisfactory" in its most recent examination under the Community Reinvestment
Act of 1977 ("CRA").
10
<PAGE>
The GLB Act generally permits national banks to engage through special
financial subsidiaries in the financial and other incidental activities
authorized for financial holding companies by the act. However, such financial
subsidiaries may not engage in insurance or annuity underwriting, insurance
company portfolio investments, real estate investment and development or, at
least for the first five years after the GLB Act's enactment, merchant banking.
Also, the national bank in question and all its depository institution
affiliates must be well capitalized, well managed and have satisfactory CRA
ratings, and there are limits on such a bank's investments in such
subsidiaries. With certain limited exceptions, a national bank's dealings with
its financial subsidiaries are subject to Sections 23A and 23B of the Federal
Reserve Act. BANK ONE has not yet determined whether or when it may elect to
become a financial holding company or to establish a financial subsidiary.
The GLB Act also imposes new restrictions on financial institutions'
transfer and use of nonpublic personal information about their customers. Among
other things, it directs the federal banking agencies to develop new
regulations for this purpose; gives customers the right to "opt out" of having
their nonpublic personal information shared with nonaffiliated third parties;
bars financial institutions from disclosing customer account numbers or other
such access codes to nonaffiliated third parties for direct marketing purposes;
and requires annual disclosure by financial institutions of their policies and
procedures for protecting customers' nonpublic personal information.
Liability for Bank Subsidiaries
The Federal Reserve requires that a bank holding company act as a source of
financial and managerial strength to each of its subsidiary banks and maintain
resources adequate to support each such subsidiary bank. This support may be
required at times when BANK ONE may not have the resources to provide it. In
addition, Section 55 of the National Bank Act permits the OCC to order the pro
rata assessment of shareholders of a national bank whose capital has become
impaired. If a shareholder fails within three months to pay such an assessment,
the OCC can order the sale of the shareholder's stock to cover the deficiency.
In the event of a bank holding company's bankruptcy, any commitment by the bank
holding company to a federal bank regulatory agency to maintain the capital of
a subsidiary bank would be assumed by the bankruptcy trustee and entitled to
priority of payment.
Any depository institution insured by the FDIC, such as the BANK ONE banks,
can be held liable for any loss incurred, or reasonably expected to be
incurred, by the FDIC in connection with (A) the default of a commonly
controlled FDIC-insured depository institution or (B) any assistance provided
by the FDIC to a commonly controlled FDIC-insured depository institution in
danger of default. "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a "default" is likely to occur
in the absence of regulatory assistance. All of BANK ONE's subsidiary banks are
FDIC-insured institutions.
In the event of the default of one of BANK ONE's subsidiary banks, the
claims of depositors and of holders of any other general or subordinated
obligation (including the FDIC) are entitled to a priority of payment over the
claims of holders of any obligation to shareholders including any depository
institution holding company (such as BANK ONE) or any shareholder or creditor
of the depository institution (such as holders of the Debt Securities or of the
Guarantees with respect to the Preferred Securities). In the event of any
default, any obligations of the defaulting bank to BANK ONE would be
subordinate to all third party claims (including otherwise "subordinated"
claims and the claims of the FDIC).
Capital Requirements
BANK ONE is subject to capital requirements and guidelines imposed by the
Federal Reserve, which are substantially similar to the capital requirements
and guidelines imposed by the Federal Reserve, the OCC and the FDIC on the
depository institutions within their respective jurisdictions. For this
purpose, a depository institution's or holding company's assets and certain
specified off-balance sheet commitments are assigned to
11
<PAGE>
four risk categories. Each risk category is weighted differently based on the
level of credit risk that is assigned to particular assets or commitments. In
addition, risk weighted assets are adjusted for low-level recourse and market
risk equivalent assets. A depository institutions's or holding company's
capital, in turn, is divided into three tiers:
. core ("Tier 1") capital, which includes common equity, non-cumulative
perpetual preferred stock and a limited amount of cumulative perpetual
preferred stock and related surplus (excluding auction rate issues), and
minority interests in equity accounts of consolidated subsidiaries, less
goodwill, certain identifiable intangible assets and certain other assets;
. supplementary ("Tier 2") capital, which includes, among other items,
perpetual preferred stock not meeting the Tier 1 definition, mandatory
convertible securities, subordinated debt and allowances for loan and lease
losses, subject to certain limitations, less certain required deductions;
and
. market risk ("Tier 3") capital, which includes qualifying unsecured
subordinated debt.
BANK ONE, like other bank holding companies, currently is required to
maintain Tier 1 and total capital (the sum of Tier 1, Tier 2 and Tier 3
capital) equal to at least 4% and 8% of its total risk-weighted assets,
respectively. At June 30, 2000, BANK ONE met both requirements, with Tier 1 and
total capital equal to 7.2% and 10.3% of its total risk-weighted assets,
respectively.
The Federal Reserve, the FDIC and the OCC have adopted rules to incorporate
market and interest rate risk components into their risk-based capital
standards. Under the new market risk requirements, capital will be allocated to
support the amount of market risk related to a financial institution's ongoing
trading activities.
The Federal Reserve also requires bank holding companies to maintain a
minimum "leverage ratio" (Tier 1 capital to adjusted average assets) of 3%, if
the holding company has the highest regulatory rating or has implemented the
risk-based capital measures for market risk, or 4% if the holding company does
not meet these requirements. At June 30, 2000, BANK ONE's leverage ratio was
7.0%.
The Federal Reserve may set capital requirements higher than the minimums
noted above for holding companies whose circumstances warrant it. For example,
holding companies experiencing or anticipating significant growth may be
expected to maintain capital ratios including tangible capital positions well
above the minimum levels. Furthermore, the Federal Reserve has indicated that
it will consider a "tangible Tier I capital leverage ratio" (deducting all
intangibles) and other measures of capital strength in evaluating proposals for
expansion or new activities. The Federal Reserve has not, however, imposed any
such special capital requirement on BANK ONE.
Each of the BANK ONE banks is subject to similar risk-based and leverage
capital requirements adopted by its applicable federal banking regulatory
agency. Each of the BANK ONE banks was in compliance with the applicable
minimum capital requirements as of June 30, 2000.
Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business, which are described below.
The Federal Deposit Insurance Corporation Improvement Act of 1991, among
other things, identifies five capital categories for insured depository
institutions:
. well capitalized,
. adequately capitalized,
. undercapitalized,
. significantly undercapitalized, and
. critically undercapitalized.
The act requires the applicable federal banking regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within
12
<PAGE>
such categories. This act imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Failure to meet the capital guidelines
could also subject a depository institution to capital raising requirements. An
"undercapitalized" depository institution must develop a capital restoration
plan and its parent holding company must guarantee that bank's compliance with
the plan. The liability of the parent holding company under any such guarantee
is limited to the lesser of 5% of the depository institution's assets at the
time it became "undercapitalized" or the amount needed to comply with the plan.
Furthermore, in the event of the bankruptcy of the parent holding company, such
guarantee would take priority over the parent's general unsecured creditors. In
addition, the act requires the various federal banking regulatory agencies to
prescribe certain non-capital standards for safety and soundness relating
generally to operations and management, asset quality and executive
compensation and permits regulatory action against a financial institution that
does not meet such standards.
As of June 30, 2000, each of the BANK ONE banks was "well capitalized",
based on the "prompt corrective action" ratios and guidelines described above.
It should be noted, however, that a bank's capital category is determined
solely for the purpose of applying the OCC's (or the FDIC's) "prompt corrective
action" regulations and that the capital category may not constitute an
accurate representation of the bank's overall financial condition or prospects.
Dividend Restrictions
Various federal and state laws and regulations limit the amount of dividends
the BANK ONE banks can pay to BANK ONE without regulatory approval. For
example, approval generally is required for any national bank, or any state
chartered bank that is a member of the Federal Reserve to pay any dividend that
would cause the bank's total dividends paid during any calendar year to exceed
the sum of the bank's net income for the current year combined with retained
net income for the prior two years. Such a bank generally may not pay any
dividend in an amount greater than its net profits then on hand without
regulatory approval. At January 1, 2000, $2.5 billion of the total
stockholders' equity of the banks was available for payment of dividends to
BANK ONE without approval by the applicable regulatory authority.
In addition, federal bank regulatory authorities have authority to prohibit
the BANK ONE banks from engaging in an unsafe or unsound practice in conducting
their business. The payment of dividends, depending upon the financial
condition of the bank in question, could be deemed to constitute such an unsafe
or unsound practice. The ability of the BANK ONE banks to pay dividends in the
future is currently, and could be further, influenced by bank regulatory
policies and capital guidelines.
Deposit Insurance Assessments
The deposits of each of the BANK ONE banks are insured up to regulatory
limits by the FDIC and, accordingly, are subject to deposit insurance
assessments. The FDIC has adopted regulations establishing a permanent risk-
related deposit insurance assessment system. Under this system, the FDIC places
each insured bank in one of nine risk categories based on (a) the bank's
capitalization and (b) supervisory evaluations provided to the FDIC by the
bank's primary federal regulator. Each insured bank's insurance assessment rate
is then determined by the risk category in which it is classified by the FDIC.
The annual insurance premiums on bank deposits vary between $0.00 per $100
of deposits for banks classified in the highest capital and supervisory
evaluation categories to $0.27 per $100 of deposits for banks classified in the
lowest capital and supervisory evaluation categories.
The Deposit Insurance Funds Act of 1996 provides for assessments to be
imposed on insured depository institutions to pay for the cost of Financing
Corporation funding. The FDIC's current FICO assessment rates are approximately
$0.0202 per $100 annually for assessable deposits. The Banks held approximately
$10.3 billion of assessable deposits as of June 30, 2000. The FICO assessments
do not vary depending upon a depository institution's capitalization or
supervisory evaluations.
13
<PAGE>
Depositor Preference Statute
Federal law provides that deposits and certain claims for administrative
expenses and employee compensation against an insured depository institution
are afforded a priority over other general unsecured claims against such
institution, including federal funds and letters of credit, in the "liquidation
or other resolution" of the institution by any receiver.
Brokered Deposits
Under FDIC regulations, no FDIC-insured depository institution can accept
brokered deposits unless it (a) is well capitalized, or (b) is adequately
capitalized and receives a waiver from the FDIC. In addition, these regulations
prohibit any depository institution that is not well capitalized from (1)
paying an interest rate on deposits in excess of 75 basis points over certain
prevailing market rates or (2) offering "pass through" deposit insurance on
certain employee benefit plan accounts unless such institution provides certain
notice to affected depositors.
Interstate Banking
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
("Riegle-Neal"), subject to certain concentration limits and other
requirements, (a) bank holding companies such as BANK ONE are permitted to
acquire banks and bank holding companies located in any state; (b) any bank
that is a subsidiary of a bank holding company is permitted to receive
deposits, renew time deposits, close loans, service loans and receive loan
payments as an agent for any other bank subsidiary of that holding company; and
(c) banks are permitted to acquire branch offices outside their home states by
merging with out-of-state banks, purchasing branches in other states, and
establishing de novo branch offices in other states; provided that, in the case
of any such purchase or opening of individual branches, the host state has
adopted legislation "opting in" to those provisions of Riegle-Neal; and
provided that, in the case of a merger with a bank located in another state,
the host state has not adopted legislation "opting out" of that provision of
Riegle-Neal. BANK ONE might use Riegle-Neal to acquire banks in additional
states and to consolidate its affiliate banks under a smaller number of
separate charters.
Other Regulatory Supervision
BANK ONE's nonbank subsidiaries and banking-related business units are
subject to regulation by various state and federal regulatory agencies and
self-regulatory organizations. Activities subject to such regulation include
investment management, investment advisory services, commodities and securities
brokerage, insurance services and products, municipal securities dealing and
transfer agency services.
DESCRIPTION OF DEBT SECURITIES
General
The following description applies to the debt securities (other than the
Junior Subordinated Debt Securities) offered by this prospectus (the "Debt
Securities"). The Debt Securities will be unsecured and may be issued in one or
more series. The Debt Securities may be either senior (the "Senior Securities")
or subordinated (the "Senior Subordinated Securities") in priority of payment.
. The Senior Securities will be issued under an Indenture dated as of
March 3, 1997, originally between BANC ONE and The Chase Manhattan
Bank ("Chase"), as trustee, which was supplemented by a First
Supplemental Indenture dated as of October 2, 1998, between BANK ONE
and Chase, as trustee (as so supplemented, the "Senior Indenture").
14
<PAGE>
. The Senior Subordinated Securities will be issued under an Indenture
dated as of March 3, 1997, originally between BANC ONE and Chase, as
trustee, which was supplemented by a First Supplemental Indenture
dated as of October 2, 1998, between BANK ONE and Chase, as trustee
(as so supplemented, the "Senior Subordinated Indenture").
. The Senior Indenture and the Senior Subordinated Indenture are
referred to together as the "Indentures".
. References to the "Senior Trustee" means Chase in its capacity as
trustee under the Senior Indenture or the Senior Subordinated
Indenture, as applicable.
The statements under this caption are brief summaries of certain provisions
contained in the Indentures, do not claim to be complete and are qualified in
their entirety by reference to the applicable Indenture, copies of which are
exhibits to, or incorporated by reference in, the registration statement of
which this prospectus forms a part. Whenever defined terms are used but not
defined in this prospectus, those terms have the meanings given to them in the
applicable Indenture.
The following material describes certain general terms and provisions of the
Debt Securities to which any prospectus supplement may relate. The particular
terms of any Debt Security and the extent to which these general provisions may
apply to such Debt Securities will be described in the prospectus supplement
relating to the Debt Securities.
Neither of the Indentures limits the aggregate principal amount of Debt
Securities which may be issued under it. Debt Securities of any series may be
issued under either Indenture up to the aggregate principal amount authorized
from time to time by BANK ONE. Debt Securities may be denominated in any
currency or currency unit designated by BANK ONE. Neither the Indentures nor
the Debt Securities will limit or otherwise restrict the amount of other debt
which may be incurred or the other securities which may be issued by BANK ONE
or any of its subsidiaries.
Debt Securities of a series may be issuable in registered form without
coupons, in bearer form with or without coupons attached or in the form of one
or more global securities in registered or bearer form. Any bearer securities
will be offered only to non-United States persons and to offices located
outside the United States of certain United States financial institutions.
You must review the prospectus supplement for a description of the following
terms, where applicable, of each series of Debt Securities for which this
prospectus is being delivered:
. the title of the Debt Securities;
. any limit on the aggregate principal amount or aggregate initial
public offering price of the Debt Securities;
. the priority of payment of the Debt Securities;
. the price or prices, which may be expressed as a percentage of the
aggregate principal amount, at which the Debt Securities will be
issued;
. the date or dates on which the principal of the Debt Securities will
be payable;
. whether the Debt Securities will bear interest, any interest rate or
rates, which may be fixed or variable, or the method of determining
the same;
. any date or dates from which interest on the Debt Securities will
accrue, the date or dates on which any interest will be payable, the
date or dates on which any payment of interest will commence and the
regular record dates for the interest payment dates;
15
<PAGE>
. the extent to which any of the Debt Securities will be issuable in
temporary or permanent global form, or the manner in which any
interest payable on a temporary or permanent global Debt Security
will be paid;
. each office or agency where the Debt Securities may be presented for
registration of transfer or exchange;
. the place or places where any principal, premium and interest on the
Debt Securities will be payable;
. any date or dates after which the Debt Securities may be redeemed or
purchased in whole or in part, at the option of BANK ONE or
mandatorily pursuant to any sinking, purchase or similar fund or at
the option of the holder, and the redemption or repayment price or
prices;
. any terms upon which the Debt Securities may be convertible into or
exchanged for securities or indebtedness of any kind of BANK ONE or
of any other issuer or obligor and the terms and conditions upon
which the conversion or exchange would be made, including the
initial conversion or exchange price or rate, the conversion period
and any other additional provisions;
. the authorized denomination or denominations for the Debt Securities;
. the currency, currencies or units based on or related to currencies
for which the Debt Securities may be purchased and the currency,
currencies or currency units in which any principal of, premium and
interest on the Debt Securities may be payable;
. any index used to determine the amount of payments of principal of,
any premium and any interest on the Debt Securities;
. whether any of the Debt Securities are to be issuable as bearer
securities and/or registered securities, and if issuable as bearer
securities, any limitations on issuance of the bearer securities and
any provisions regarding the transfer or exchange of the bearer
securities, including exchange for registered Debt Securities of the
same series;
. the payment of any additional amounts with respect to the Debt
Securities;
. whether any of the Debt Securities will be issued as original issue
discount securities;
. any information with respect to book-entry procedures;
. any additional covenants or Events of Default not currently included
in the applicable Indenture; and
. any other terms of the Debt Securities not inconsistent with the
provisions of the applicable Indenture.
If any of the Debt Securities are sold for one or more foreign currencies or
foreign currency units or if any principal of, premium, or interest, on any
series of Debt Securities is payable in one or more foreign currencies or
foreign currency units, the restrictions, elections, tax consequences, specific
terms and other information with respect to that issue of Debt Securities and
those currencies or currency units will be described in the applicable
prospectus supplement.
A judgment for money damages by courts in the United States, including a
money judgment based on an obligation expressed in a foreign currency, will
ordinarily be rendered only in U.S. dollars. New York statutory law provides
that a court shall render a judgment or decree in the foreign currency of the
underlying obligation and that the judgment or decree shall be converted into
U.S. dollars at the exchange rate prevailing on the date of entry of the
judgment or decree.
16
<PAGE>
Debt Securities may be issued as original issue discount Debt Securities
which bear no interest or interest at a rate which at the time of issuance is
below market rates. Original issue discount securities will be sold at a
substantial discount below the stated principal amount due at their stated
maturity. There may be no periodic payments of interest on original issue
discount securities. In the event of an acceleration of the maturity of any
original issue discount security, the amount payable to the holder of the
original issue discount security upon acceleration will be determined in
accordance with the prospectus supplement, the terms of the security and the
Indenture, but will be an amount less than the amount payable at the maturity
of the principal of the original issue discount security. Federal income tax
considerations with respect to original issue discount securities will be
described in the applicable prospectus supplement.
Registration and Transfer
Debt Securities normally will be issued only as registered securities. If
bearer securities are issued, the United States federal income tax consequences
and other special considerations, procedures and limitations relating to the
bearer securities will be described in the applicable prospectus supplement.
Debt Securities issued as registered securities will not have interest
coupons. Debt Securities issued as bearer securities will have interest coupons
attached, unless issued as zero coupon securities.
Registered securities (other than a global security) may be presented for
transfer, with the form of transfer duly executed, or exchanged for other Debt
Securities of the same series at the office of the security registrar specified
in the applicable Indenture. BANK ONE has agreed in each of the Indentures
that, with respect to registered securities having The City of New York as a
place of payment, BANK ONE will appoint a security registrar or co-security
registrar located in The City of New York for such transfer or exchange.
Transfer or exchange will be made without service charge, but BANK ONE may
require payment of any taxes or other governmental charges.
Provisions relating to the exchange of bearer securities for other Debt
Securities of the same series, including, if applicable, registered securities,
will be described in the applicable prospectus supplement. In no event,
however, will registered securities be exchangeable for bearer securities.
Book-Entry Debt Securities
Debt Securities of a series may be issued in whole or in part in the form of
one or more global securities. Each global security will be deposited with, or
on behalf of, a depositary identified in the applicable prospectus supplement.
Global securities may be issued in either registered or bearer form and in
either temporary or permanent form. A global security may not be transferred
except as a whole among the depositary, any successor depositary and any of
their nominees.
The specific terms of the depositary arrangement for a series of Debt
Securities and certain limitations and restrictions relating to a series of
bearer securities in the form of one or more global securities will be
described in the applicable prospectus supplement. See also "Global Securities"
in this prospectus.
Payment and Paying Agents
Payment of principal of, any premium, and any interest on registered
securities will be made at the office of the paying agent or paying agents
designated by BANK ONE from time to time. In addition, at the option of BANK
ONE, payment of any interest may be made:
. by check mailed to the address of the person entitled to the payment
at the address in the applicable security register or
. by wire transfer to an account maintained by the person entitled to
the payment as specified in the applicable security register.
17
<PAGE>
Payment of any installment of interest on registered securities will be
made to the person in whose name the Debt Security is registered at the close
of business on the regular record date for the payment.
Payment of principal of, any premium, and any interest on bearer securities
will be payable, subject to any applicable laws and regulations, at the
offices of paying agents outside the United States as designated by BANK ONE
from time to time. The payment will be made, at the option of the holder, by
check or by transfer to an account maintained by the holder with a bank
located outside the United States.
Payment of interest on bearer securities will be made only against surrender
of the coupon relating to the interest payment date. Payment on any bearer
security will not be made at any office or agency of BANK ONE in the United
States or by check mailed to any address in the United States or by transfer
to an account maintained with a bank located in the United States.
Consolidation, Merger or Sale of Assets
Each Indenture provides that BANK ONE may, without the consent of the
holders of any of the Debt Securities outstanding under the applicable
Indenture, consolidate with, merge into or transfer its assets substantially
as an entirety to any person, provided that:
. any successor assumes BANK ONE's obligations on the applicable Debt
Securities and under the applicable Indenture,
. after giving effect to the consolidation, merger or transfer, no
Event of Default (as defined in the Senior Indenture) in the case of
the Senior Securities, or Default (as defined in the Senior
Subordinated Indenture) in the case of the Senior Subordinated
Securities, will have happened and be continuing and
. certain other conditions under the applicable Indenture are met.
Any consolidation, merger or transfer of assets substantially as an entirety,
which meets the conditions described above, would not create any Event of
Default or Default which would entitle holders of the Debt Securities, or the
Senior Trustee acting on their behalf, to take any of the actions described
below under "Senior Securities--Events of Default, Waivers, Etc." or "Senior
Subordinated Securities--Events of Default, Defaults, Waivers, Etc."
Leveraged and Other Transactions
Each Indenture and the Debt Securities do not contain provisions which
would protect holders of the Debt Securities in the event of a highly
leveraged or other transaction involving BANK ONE which could adversely affect
the holders of Debt Securities.
Modification of the Indenture; Waiver of Covenants
Each Indenture provides that, with the consent of the holders of not less
than a majority in aggregate principal amount of the outstanding Debt
Securities of each affected series, modifications and alterations of the
Indenture may be made which affect the rights of the holders of the Debt
Securities. However, no such modification or alteration may be made without
the consent of the holder of each Debt Security affected which would, among
other things,
. modify the terms of payment of principal, any premium or interest on
the Debt Securities; or
. reduce the percentage in principal amount of outstanding Debt
Securities required to modify or alter the applicable Indenture.
18
<PAGE>
Regarding Chase
Chase is the Senior Trustee under both the Senior Indenture and the Senior
Subordinated Indenture. Chase serves as trustee for certain subordinated debt
securities issued by BANK ONE under indentures originally dated as of July 1,
1986, July 15, 1992, April 30, 1993, May 17, 1995 and December 1, 1995.
Chase also serves as the institutional or property trustee under
declarations of trust for seven statutory business trusts formed under the laws
of the State of Delaware and sponsored by BANK ONE. In connection with those
transactions, Chase also serves as the debt trustee under an indenture
originally dated as of November 15, 1996 and the Junior Indenture (as defined
in the section entitled "Description of Junior Subordinated Debt Securities")
with respect to junior subordinated debentures of BANK ONE purchased by these
trusts. Chase is also the guarantee trustee under each of seven guarantee
agreements dated as of December 3, 1996, December 5, 1996, January 31, 1997,
September 20, 1999, August 8, 2000, August 30, 2000 and August 30, 2000, from
BANK ONE to the applicable trust guaranteeing certain payments to such trust.
As described under "Description of Junior Subordinated Debt Securities--The
Debt Trustee", Chase is the Debt Trustee under the Junior Indenture. Chase also
serves as the Institutional Trustee for each BANK ONE Capital Trust and will be
the Preferred Guarantee Trustee under each Preferred Securities Guarantee
issued with respect to a series of Preferred Securities offered under this
prospectus.
Chase has its principal corporate trust office at 450 West 33rd Street, New
York, New York 10001.
Chase Manhattan Bank USA, National Association ("Chase Delaware"), an
affiliate of Chase, will serve as the Delaware Trustee for each BANK ONE
Capital Trust. The office of the Delaware Trustee for each BANK ONE Capital
Trust is 1201 Market Street, Wilmington, Delaware 19801. Chase Delaware also
serves as trustee for subordinated debt securities issued by BANK ONE under an
indenture originally dated March 1, 1989. Chase Delaware is also the Delaware
trustee for the seven Delaware business trusts described in the second
paragraph of this section.
BANK ONE and its affiliates have normal banking relationships with Chase,
Chase Delaware and their affiliates in the ordinary course of business.
19
<PAGE>
SENIOR SECURITIES
The Senior Securities will be direct, unsecured obligations of BANK ONE and
will rank on a parity with all outstanding unsecured senior indebtedness of
BANK ONE.
Events of Default, Waivers, Etc.
An Event of Default with respect to Senior Securities of any series is
defined in the Senior Indenture as
(1) default in the payment of principal of or any premium on any of the
outstanding Senior Securities of that series when due;
(2) default in the payment of interest on any of the outstanding Senior
Securities of that series when due and continuance of such default for 30
days;
(3) default in the performance of any other covenant of BANK ONE in the
Senior Indenture with respect to Senior Securities of such series and
continuance of such default for 90 days after written notice;
(4) certain events of bankruptcy, insolvency or reorganization of BANK
ONE; and
(5) any other event that may be specified in a prospectus supplement
with respect to any series of Senior Securities.
If an Event of Default with respect to any series of outstanding Senior
Securities occurs and is continuing, either the Senior Trustee or the holders
of not less than 25% in aggregate principal amount of the outstanding Senior
Securities of such series may declare the principal amount (or if such Senior
Securities are original issue discount securities, the portion of the principal
amount as may be specified in the terms of that series) of all Senior
Securities of that series to be immediately due and payable. The holders of a
majority in aggregate principal amount of the outstanding Senior Securities of
any series may waive an Event of Default resulting in acceleration of such
Senior Securities, but only if all Events of Default with respect to Senior
Securities of such series have been remedied and all payments due, other than
those due as a result of acceleration, have been made.
If an Event of Default occurs and is continuing, the Senior Trustee may, in
its discretion, and at the written request of holders of not less than a
majority in aggregate principal amount of the outstanding Senior Securities of
any series and upon reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request and subject to
certain other conditions described in the Senior Indenture will, proceed to
protect the rights of the holders of all the Senior Securities of that series.
Prior to acceleration of maturity of the outstanding Senior Securities of any
series, the holders of a majority in aggregate principal amount of the Senior
Securities may waive any past default under the Senior Indenture except a
default in the payment of principal of, any premium or interest on the Senior
Securities of that series.
The Senior Indenture provides that upon the occurrence of an Event of
Default specified in clauses (1) or (2) of the first paragraph in this
subsection, BANK ONE will, upon demand of the Senior Trustee, pay to it, for
the benefit of the holder of any such Senior Security, the whole amount then
due and payable on the affected Senior Securities for principal, any premium
and interest. The Senior Indenture further provides that if BANK ONE fails to
pay such amount upon this demand, the Senior Trustee may, among other things,
institute a judicial proceeding for the collection of these amounts.
The Senior Indenture also provides that the holder of any Senior Security of
any series will have the right to institute suit for the enforcement of any
payment of principal of, any premium and interest on the Senior Securities when
due and that this right will not be impaired without the consent of that
holder.
BANK ONE is required to file annually with the Senior Trustee a written
statement of officers as to the existence or non-existence of defaults under
the Senior Indenture or the Senior Securities.
20
<PAGE>
SENIOR SUBORDINATED SECURITIES
The Senior Subordinated Securities will be direct, unsecured obligations of
BANK ONE and, unless otherwise specified in the prospectus supplement relating
to a particular series of Senior Subordinated Securities, will be subject to
the subordination provisions described below.
Subordination
BANK ONE intends that the Senior Subordinated Securities it issues be
treated as capital for calculation of regulatory capital ratios. The Federal
Reserve has issued interpretations of its capital regulations indicating, among
other things, that subordinated debt of bank holding companies issued on or
after September 4, 1992 is includable in capital for calculation of regulatory
capital ratios only if the subordination of the debt meets certain criteria and
if the debt may be accelerated only for bankruptcy, insolvency and similar
matters. The Senior Subordinated Indenture contains subordination and
acceleration provisions for the Senior Subordinated Securities which are
intended to be consistent with these interpretations. Subordinated debt of BANK
ONE, including any of its predecessor corporations, issued after September 4,
1992, which meets the interpretations are referred to in this prospectus as
"new subordinated securities".
Senior Subordinated Securities offered under this prospectus will constitute
new subordinated securities.
. Upon any distribution of its assets following any dissolution,
winding up, liquidation or reorganization of BANK ONE the payment of
the principal of, any premium, and interest on the Senior
Subordinated Securities is to be subordinated in right of payment, to
the extent provided in the Senior Subordinated Indenture, to the
prior payment in full of all Senior Indebtedness. Senior Indebtedness
is defined below.
. In certain events of bankruptcy or insolvency of the BANK ONE, the
payment of the principal of and interest on the Senior Subordinated
Securities will, to the extent provided in the Senior Subordinated
Indenture, also be effectively subordinated in right of payment to
the prior payment in full of all General Obligations. General
Obligations are defined below.
. Upon any distribution of its assets following any dissolution,
winding up, liquidation or reorganization of BANK ONE, the holders of
Senior Indebtedness will first be entitled to receive payment in full
of all amounts due or to become due before the holders of the Senior
Subordinated Securities will be entitled to receive any payment in
respect of the principal of, any premium or interest on the Senior
Subordinated Securities.
. If upon any payment or distribution of assets there remain, after
giving effect to the subordination provisions in favor of the holders
of Senior Indebtedness, any amounts of cash, property or securities
available for payment or distribution on the Senior Subordinated
Securities, referred to as "Excess Proceeds", and if, at the time,
any creditors in respect of General Obligations have not received
payment in full of all amounts due or to become due on or in respect
of the General Obligations, then these Excess Proceeds will first be
applied to pay or provide for the payment in full of the General
Obligations before any payment or distribution may be made on the
Senior Subordinated Securities.
. BANK ONE's other new subordinated securities issued prior to the date
of this prospectus contain similar provisions subordinating any
payment or distribution on these new subordinated securities to the
payment of amounts due or to become due on or in respect of general
obligations of BANK ONE.
. No payment may be made of the principal of, any premium or interest
on the Senior Subordinated Securities, or for any redemption,
retirement, purchase or other acquisition of any of the Senior
Subordinated Securities, at any time when
(1) there is a default in the payment of the principal of, any
premium or interest on or otherwise in respect of any Senior
Indebtedness or
21
<PAGE>
(2) any event of default with respect to any Senior Indebtedness has
occurred and is continuing, or would occur as a result of such
payment on the Senior Subordinated Securities or any redemption,
retirement, purchase or other acquisition of any of the Senior
Subordinated Securities, permitting the holders of such Senior
Indebtedness to accelerate the maturity of the Senior
Indebtedness.
. By reason of the subordination in favor of the holders of Senior
Indebtedness, in the event of a distribution of its assets following
any dissolution, winding up, liquidation or reorganization of BANK
ONE, certain creditors of BANK ONE who are not holders of Senior
Indebtedness or of Senior Subordinated Securities may recover less,
ratably, than holders of Senior Indebtedness and may recover more,
ratably, than holders of the Senior Subordinated Securities.
. By reason of the subordination of payments and distributions on the
new subordinated securities to creditors in respect of general
obligations, in the event of a distribution of its assets following
any dissolution, winding up, liquidation or reorganization of BANK
ONE, holders of subordinated securities issued by BANK ONE prior to
September 4, 1992, may recover less, ratably, than creditors in
respect of general obligations and may recover more, ratably, than
the holders of new subordinated securities.
. Subject to payment in full of all Senior Indebtedness, the holders
of Senior Subordinated Securities will be subrogated to the rights
of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of BANK ONE applicable
to Senior Indebtedness.
. Subject to payment in full of all General Obligations, the holders
of the new subordinated securities will be subrogated to the rights
of the creditors in respect of General Obligations to receive
payments or distributions of cash, property or securities of BANK
ONE applicable to such creditors in respect of General Obligations.
"Senior Indebtedness" generally is the principal of, any premium, and
interest on:
(1) all of BANK ONE's indebtedness for money borrowed, other than
subordinated securities, including the Senior Subordinated Securities,
issued under the Senior Subordinated Indenture and BANK ONE's other
existing subordinated indebtedness, whether outstanding on the date of
execution of the Senior Subordinated Indenture or created afterward,
assumed or incurred, except such indebtedness that by its terms is
expressly stated to be not superior in right of payment to the subordinated
securities issued under the Senior Subordinated Indenture or the other
existing subordinated indebtedness or to rank on a parity with the
subordinated securities issued under the Senior Subordinated Indenture or
the other existing subordinated indebtedness; and
(2) any deferrals, renewals or extensions of any such Senior
Indebtedness.
The term "indebtedness for money borrowed" includes, without limitation, any
obligation of, or any obligation guaranteed by, BANK ONE for the repayment of
borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, and any deferred obligation for the payment of the
purchase price of property or assets.
There is no limitation on the issuance of additional Senior Indebtedness of
BANK ONE.
The Senior Subordinated Securities offered by this prospectus rank and will
rank on a parity with the currently existing subordinated indebtedness of BANK
ONE, subject to the obligations of the holders of Senior Subordinated
Securities (and, generally, holders of other new subordinated securities) to
pay over to creditors in respect of general obligations any proceeds remaining
after payments and distributions to holders of Senior Indebtedness. In the
event of a distribution of assets of BANK ONE upon any dissolution, winding up,
liquidation or reorganization, the holders of the new subordinated securities,
including holders of the Senior Subordinated Securities offered by this
prospectus, may receive less, ratably, than holders of subordinated securities
issued prior to September 4, 1992.
22
<PAGE>
The Senior Subordinated Securities rank and will rank senior to Junior
Subordinated Indebtedness of BANK ONE.
"General Obligations" means all obligations of BANK ONE to make payment on
account of claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements,
other than
(1) obligations on account of Senior Indebtedness,
(2) obligations on account of indebtedness for money borrowed ranking on
a parity with or subordinate to the Senior Subordinated Securities and
(3) obligations which by their terms are expressly stated not to be
superior in right of payment to the Senior Subordinated Securities or to
rank on a parity with the Senior Subordinated Securities.
In the event that any rule, guideline or interpretation promulgated or
issued by the Federal Reserve or other competent regulatory agency or
authority, as from time to time in effect, establishes or specifies criteria
for the inclusion in regulatory capital of subordinated debt of a bank holding
company requiring that that subordinated debt be subordinated to obligations to
creditors in addition to those described above, then the term "General
Obligations" will also include those additional obligations to creditors. For
purposes of this definition, "claim" has the meaning found in Section 101(4) of
the Bankruptcy Code of 1978, as amended to the date of the Senior Subordinated
Indenture.
"Junior Subordinated Indebtedness", means the principal of, any premium and
interest on all of BANK ONE's indebtedness for money borrowed, but excluding
trade accounts payable arising in the ordinary course of business, whether
outstanding on the date of execution of the Senior Subordinated Indenture or
thereafter created, assumed or incurred and any deferrals, renewals or
extensions of such debt, provided such debt
(1) is by its terms subordinated to the Senior Subordinated Securities,
(2) is between or among BANK ONE and certain affiliated financing
entities including all debt securities and guarantees in respect of those
debt securities issued to certain financing entities or a trustee of a
financing entity sponsored by BANK ONE,
(3) is evidenced by securities issued under either the indentures dated
as of November 15, 1996 or the Junior Indenture, each between BANK ONE and
Chase, as trustee, unless those securities are by their terms senior in
right of payment to the securities heretofore issued under said indentures,
or
(4) is a guarantee of BANK ONE on a subordinated basis under certain
guarantee agreements dated December 3, 1996, December 5, 1996, January 31,
1997, September 20, 1999, August 8, 2000, August 30, 2000 or August 30,
2000, relating to securities issued by certain financing entities
affiliated with BANK ONE.
The Junior Subordinated Debt Securities and the Preferred Securities
Guarantees, if issued, will constitute Junior Subordinated Indebtedness.
As of June 30, 2000, the aggregate amount of Senior Indebtedness and General
Obligations of BANK ONE was approximately $16.4 billion.
Limited Rights of Acceleration
Payment of principal of the Senior Subordinated Securities may be
accelerated only in case of the bankruptcy, insolvency or reorganization of
BANK ONE. There is no right of acceleration in the case of a default in the
payment of principal of, any premium or interest on the Senior Subordinated
Securities or the performance of any other covenant of BANK ONE in the Senior
Subordinated Indenture.
23
<PAGE>
Payment of principal of BANK ONE's subordinated securities issued prior to
September 4, 1992 may also be accelerated in the case of the bankruptcy,
insolvency or reorganization of BANK ONE. For certain of these subordinated
securities, payment of principal also may be accelerated in the case of
insolvency or receivership of Bank One, National Association (Chicago,
Illinois) or Bank One, Michigan.
Events of Default, Defaults, Waivers, Etc.
An Event of Default with respect to Senior Subordinated Securities of any
series is defined in the Senior Subordinated Indenture to include certain
events involving the bankruptcy, insolvency or reorganization of BANK ONE and
any other Event of Default provided for Senior Subordinated Securities of that
series.
A "Default" with respect to Senior Subordinated Securities of any series is
defined in the Senior Subordinated Indenture as:
(1) an Event of Default with respect to such series;
(2) default in the payment of the principal of or any premium on any
Senior Subordinated Security of the series when due;
(3) default in the payment of interest upon any Senior Subordinated
Security of the series when due and the continuance of such default for a
period of 30 days;
(4) default in the performance of any other covenant or agreement of
BANK ONE in the Senior Subordinated Indenture with respect to Senior
Subordinated Securities of the series and continuance of the default for 90
days after written notice; or
(5) any other Default provided with respect to Senior Subordinated
Securities of any series.
If an Event of Default with respect to any series of outstanding Senior
Subordinated Securities occurs and is continuing, either the Senior Trustee or
the holders of not less than 25% in aggregate principal amount of the Senior
Subordinated Securities of the series may declare the principal amount, or if
such Senior Subordinated Securities are original issue discount securities, the
portion of the principal amount as may be specified in the terms of that series
of all Senior Subordinated Securities of that series to be immediately due and
payable.
The holders of a majority in aggregate principal amount of the Senior
Subordinated Securities of any series outstanding under the Senior Subordinated
Indenture may waive an Event of Default resulting in acceleration of such
Senior Subordinated Securities, but only if all Defaults have been remedied and
all payments due, other than those due as a result of acceleration, have been
made.
If a Default occurs and is continuing, the Senior Trustee may, in its
discretion, and at the written request of holders of not less than a majority
in aggregate principal amount of the outstanding Senior Subordinated Securities
of any series and upon reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request and subject to
certain other conditions described in the Senior Subordinated Indenture will,
proceed to protect the rights of the holders of all the Senior Subordinated
Securities of the series.
Prior to acceleration of maturity of the outstanding Senior Subordinated
Securities of any series, the holders of a majority in aggregate principal
amount of such Senior Subordinated Securities may waive any past default under
the Senior Subordinated Indenture except a default in the payment of principal
of, any premium or interest on the Senior Subordinated Securities of the
series.
The Senior Subordinated Indenture provides that in the event of a Default
specified in clauses (2) or (3) of the first paragraph in this subsection, BANK
ONE will, upon demand of the Senior Trustee, pay to it, for the benefit of the
holder of any Senior Subordinated Security, the whole amount then due and
payable on the Senior Subordinated Security for principal, any premium and
interest. The Senior Subordinated Indenture further provides that if BANK ONE
fails to pay the amount upon such demand, the Senior Trustee may, among other
things, institute a judicial proceeding for the collection of the amount.
24
<PAGE>
The Senior Subordinated Indenture also provides that notwithstanding any
other provision of the Senior Subordinated Indenture, the holder of any Senior
Subordinated Security of any series will have the right to institute suit for
the enforcement of any payment of principal of, any premium and interest on the
Senior Subordinated Security on the stated maturities and that such right will
not be impaired without the consent of such holder.
BANK ONE is required to file annually with the Senior Trustee a written
statement of officers as to the existence or non-existence of defaults under
the Senior Subordinated Indenture or the Senior Subordinated Securities.
25
<PAGE>
DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES
Junior subordinated debt securities (the "Junior Subordinated Debt
Securities") may be issued from time to time in one or more series under an
Indenture dated as of January 1, 1997 (the "Junior Indenture"), between BANK
ONE and Chase, as trustee (the "Debt Trustee"). The terms of the Junior
Subordinated Debt Securities will include those stated in the Junior Indenture
and those made part of the Junior Indenture by reference to the Trust Indenture
Act. The following summary of certain provisions contained in the Junior
Indenture is not complete and is subject to the provisions of, and is qualified
in its entirety by, the Junior Indenture, which is filed or incorporated by
reference as an exhibit to the registration statement of which this prospectus
forms a part, and the Trust Indenture Act. Whenever particular provisions or
defined terms in the Junior Indenture are referred to herein, such provisions
or defined terms are incorporated by reference herein.
General
The Junior Subordinated Debt Securities will be unsecured, subordinated
obligations of BANK ONE. The Junior Indenture does not limit the aggregate
principal amount of Junior Subordinated Debt Securities which may be issued
under it. The Junior Subordinated Debt Securities are issuable in one or more
series pursuant to an indenture supplemental to the Junior Indenture or a
resolution of BANK ONE's Board of Directors or a committee appointed by the
Board.
In the event Junior Subordinated Debt Securities are issued to a BANK ONE
Capital Trust or a trustee of a Bank One Capital trust in connection with the
issuance of Trust Securities by the BANK ONE Capital Trust, these Junior
Subordinated Debt Securities subsequently may be distributed pro rata to the
holders of the Trust Securities in connection with the dissolution of the BANK
ONE Capital Trust, as described in the prospectus supplement relating to the
Trust Securities. Only one series of Junior Subordinated Debt Securities will
be issued to a BANK ONE Capital Trust or a trustee of a Bank One Capital trust
in connection with the issuance of Trust Securities by the BANK ONE Capital
Trust.
You must review the prospectus supplement relating to the particular Junior
Subordinated Debt Securities for the following terms:
. the specific designation of the Junior Subordinated Debt Securities;
. the aggregate principal amount of the Junior Subordinated Debt
Securities;
. the percentage of their principal amount at which the Junior
Subordinated Debt Securities will be issued;
. the date or dates on which the principal of and any premium on the
Junior Subordinated Debt Securities will be payable and any right to
extend the date or dates;
. any interest rate or rates, which may be fixed or variable, of the
Junior Subordinated Debt Securities, or the method of determination
of the rate or rates;
. the date or dates from which such interest will accrue, the interest
payment dates on which interest will be payable or the manner of
determination of interest payment dates and the record dates for the
determination of holders to whom interest is payable on any interest
payment dates;
. any right to extend the interest payment periods and the duration of
an extension;
. any period or periods within which, the price or prices of which,
and the terms and conditions upon which the Junior Subordinated Debt
Securities may be redeemed, in whole or in part;
. any right and/or obligation of BANK ONE to redeem or purchase the
Junior Subordinated Debt Securities pursuant to any sinking fund or
similar provisions or at the option at the holder of the
26
<PAGE>
security and the period or periods for which, the price or prices at
which, and the terms and conditions upon which, the Junior
Subordinated Debt Securities will be redeemed or repurchased, in
whole or in part, pursuant to such right and/or obligation;
. any terms and conditions upon which the Junior Subordinated Debt
Securities may be converted into shares of the common stock of BANK
ONE, including the conversion price and any circumstances under
which any conversion right will expire;
. the terms of subordination;
. the form of the Junior Subordinated Debt Securities; and
. any other specific terms of the Junior Subordinated Debt Securities.
If a prospectus supplement specifies that a series of Junior Subordinated
Debt Securities is denominated in a currency or currency unit other than United
States dollars, the prospectus supplement will also specify the denomination in
which the Junior Subordinated Debt Securities will be issued and the coin or
currency in which the principal, any premium, and any interest on the Junior
Subordinated Debt Securities will be payable.
The Junior Indenture does not contain provisions that protect holders of the
Junior Subordinated Debt Securities in the event of a highly leveraged
transaction or other similar transaction involving BANK ONE that may adversely
affect such holders.
Form, Exchange, Registration, Transfer and Payment
The Junior Subordinated Debt Securities generally will be issued in fully
registered form without coupons and in denominations of $1,000 and multiples of
$1,000. No service charge will be made for any transfer or exchange of the
Junior Subordinated Debt Securities, but BANK ONE or the Debt Trustee may
require payment of a sum sufficient to cover any tax or other government charge
payable in connection with a transfer or exchange.
Principal and any premium or interest will be payable and the Junior
Subordinated Debt Securities may be surrendered for payment or transferred at
the offices of the paying and authenticating agent designated by BANK ONE from
time to time. In addition payment of any interest may be made at the option of
BANK ONE:
. by check mailed to the address of the person entitled to such
payment as it appears in the security register or
. by wire transfer to an account maintained by the person entitled to
such payment as specified in the applicable security register.
Book-Entry Junior Subordinated Debt Securities
The Junior Subordinated Debt Securities of a series may be issued in whole
or in part in the form of one or more global securities that will be deposited
with, or on behalf of, a depositary, or its nominee, which will be identified
in the prospectus supplement relating to that series. In such a case, one or
more global securities will be issued in a denomination or aggregate
denomination equal to the portion of the aggregate principal amount of
outstanding Junior Subordinated Debt Securities of the series to be represented
by the global security or securities. Until it is exchanged in whole or in part
for Junior Subordinated Debt Securities in definitive registered form, a global
security may not be registered for transfer or exchange except as a whole by
the depositary for the global security to a nominee for the depositary and
except in the circumstances described in the applicable prospectus supplement.
The specific terms of the depositary arrangement for any portion of a series
of Junior Subordinated Debt Securities to be represented by a global security
and a description of the depositary will be provided in the applicable
prospectus supplement. See also "Global Securities" in this prospectus.
27
<PAGE>
Subordination
The Junior Subordinated Debt Securities will be subordinated and junior in
right of payment to certain other indebtedness of BANK ONE, which may include
both senior and subordinated indebtedness for money borrowed, to the extent
described in the applicable prospectus supplement.
Certain Covenants of BANK ONE
BANK ONE has covenanted, that it will not, and will not permit any
subsidiary of BANK ONE to,
. declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any
of BANK ONE's capital stock or
. make any payment of principal of or interest or any premium on or
repay, repurchase or redeem any debt securities of BANK ONE that rank
on a parity in all respects with or junior in interest to the Junior
Subordinated Debt Securities or make any guarantee payments with
respect to any guarantee by BANK ONE of the Senior Debt Securities of
any subsidiary of BANK ONE if such guarantee ranks on a parity with
or junior in interest to the Junior Subordinated Debt Securities,
other than:
(1) dividends or distributions in common stock of BANK ONE,
(2) any declaration of a dividend in connection with the
implementation of a stockholders' rights plan, or the issuance of
stock under any such plan in the future, or the redemption or
repurchase of any rights under such plan,
(3) payments under the Preferred Securities Guarantee or Common
Securities Guarantee relating to Trust Securities issued by the BANK
ONE Capital Trust holding the Junior Subordinated Debt Securities,
(4) purchases of common stock related to the issuance of common
stock or rights under any of BANK ONE's benefit plans for its
directors, officers or employees, and
(5) obligations under any dividend reinvestment and stock purchase
plan,
if at the time (A) there has occurred any event of which BANK ONE has actual
knowledge that (a) with the giving of notice or the lapse of time, or both,
would constitute an "Event of Default" under the Junior Indenture with respect
to the Junior Subordinated Debt Securities and (b) in respect of which BANK
ONE will not have taken reasonable steps to cure, (B) if the Junior
Subordinated Debt Securities are held by a BANK ONE Capital Trust, BANK ONE is
in default with respect to its payment of any obligations under the Preferred
Securities Guarantee or Common Securities Guarantee relating to the BANK ONE
Capital Trust or (C) BANK ONE has given notice of its election to defer
payments of interest on the Junior Subordinated Debt Securities by extending
the interest payment period as provided in the Junior Indenture with respect
to the Junior Subordinated Debt Securities and has not rescinded such notice,
or such period, or any extension of such period is continuing.
In the event Junior Subordinated Debt Securities are issued to a BANK ONE
Capital Trust or its trustee in connection with the issuance of Trust
Securities of the BANK ONE Capital Trust, for so long as the Trust Securities
remain outstanding, BANK ONE will covenant:
. to maintain directly or indirectly 100% ownership of the Common
Securities of the BANK ONE Capital Trust, provided that certain
successors which are permitted under the Junior Indenture may succeed
to BANK ONE's ownership of the Common Securities;
. as holder of the Common Securities, not to voluntarily terminate,
wind-up or liquidate the BANK ONE Capital Trust, except upon prior
approval of the Federal Reserve if then required under applicable
capital guidelines or policies of the Federal Reserve and (a) in
connection with
28
<PAGE>
a distribution of Junior Subordinated Debt Securities to the holders
of the Trust Securities in liquidation of the BANK ONE Capital Trust
or (b) in connection with certain mergers consolidations or
amalgamations permitted by the Declaration of the BANK ONE Capital
Trust; and
. to use its reasonable efforts, consistent with the terms and
provisions of the Declaration of the BANK ONE Capital Trust, to
cause the BANK ONE Capital Trust to remain classified as a grantor
trust and not as an association taxable as a corporation for United
States federal income tax purposes.
Limitation on Mergers and Sales of Assets
BANK ONE will not consolidate with, or merge into, any corporation or
convey or transfer its properties and assets substantially as an entirety to
any person unless
. the successor entity expressly assumes the obligations of BANK ONE under
the Junior Indenture, and
. after giving effect thereto, no Event of Default, and no event which,
after notice or lapse of time, or both, would become an Event of
Default, will have occurred and be continuing under the Junior
Indenture.
Events of Default, Waiver and Notice
The Junior Indenture provides that any one or more of the following events
which has occurred and is continuing constitutes an "Event of Default" with
respect to each series of Junior Subordinated Debt Securities:
(1) default for 30 days in payment of any interest on the Junior
Subordinated Debt Securities of that series, when due; provided, however,
that a valid extension of the interest payment period by BANK ONE will not
constitute a default in the payment of interest for this purpose; or
(2) default in payment of principal and any premium on the Junior
Subordinated Debt Securities of that series when due either at maturity,
upon redemption, by declaration or otherwise; provided, however, that a
valid extension of the maturity of such Junior Subordinated Debt Securities
will not constitute a default for this purpose; or
(3) default by BANK ONE in the performance, or breach, in any material
respect of any other of the covenants or agreements in the Junior Indenture
which will not have been remedied for a period of 90 days after notice; or
(4) certain events of bankruptcy, insolvency or reorganization of BANK
ONE; or
(5) any other Event of Default provided with respect to a particular
series of Junior Subordinated Debt Securities as described in the related
prospectus supplement.
The Junior Indenture provides that the Debt Trustee may withhold notice to
the holders of a series of Junior Subordinated Debt Securities, except in
payment of principal or of interest or premium on the Junior Subordinated Debt
Securities, if the Debt Trustee considers it in the interest of such holders
to do so.
The Junior Indenture provides that if an Event of Default with respect to
any series of Junior Subordinated Debt Securities has occurred and is
continuing, either the Debt Trustee or the holders of 25 percent in principal
amount of the outstanding Junior Subordinated Debt Securities of such affected
series may declare the principal of all Junior Subordinated Debt Securities of
the series to be due and payable immediately, but upon certain conditions such
declaration may be annulled and past defaults may be waived, except defaults
in payment of principal of or interest or any premium on the Junior
Subordinated Debt Securities, by the holders of a majority in principal amount
of the outstanding Junior Subordinated Debt Securities of the series.
29
<PAGE>
The holders of a majority in principal amount of the outstanding Junior
Subordinated Debt Securities of any affected series will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Debt Trustee under the Junior Indenture with respect to the
series, provided that the holders of the Junior Subordinated Debt Securities
will have offered to the Debt Trustee reasonable indemnity against expenses and
liabilities.
The Junior Indenture also provides that notwithstanding any of its other
provisions, the holder of any Junior Subordinated Debt Security of any series,
will have the right to institute suit for the enforcement of any payment of
principal of any premium and interest on the Junior Subordinated Debt Security
on the stated maturity or upon repayment or redemption of such Junior
Subordinated Debt Security and that this right will not be impaired without the
consent of such holder.
The Junior Indenture requires the annual filing by BANK ONE with the Debt
Trustee of a certificate as to the absence of certain defaults under the Junior
Indenture.
Modification of the Junior Indenture
The Junior Indenture contains provisions permitting BANK ONE and the Debt
Trustee, with the consent of the holders of not less than a majority in
principal amount of the Junior Subordinated Debt Securities of all series
affected by the modification at the time outstanding, to modify the Indenture
or the rights of the holders of the Junior Subordinated Debt Securities.
However, no such modification will
(1) modify the terms of payment of principal, any premium or interest
on any Junior Subordinated Senior Debt Securities, or impair or affect the
right of any holder of Junior Subordinated Debt Securities to institute
suit for the payment of the security or any right of prepayment, at the
option of the holder, without the consent of the holder of each Junior
Subordinated Debt Security so affected, or
(2) reduce the percentage of holders of Junior Subordinated Debt
Securities whose consent is required for any such modification, unless the
consent of the holders of each Junior Subordinated Debt Security affected
is obtained.
If Junior Subordinated Debt Securities of a series are held by a BANK ONE
Capital Trust or a trustee of such trust, a supplemental indenture requiring
such consent will not be effective until the holders of a majority in
liquidation amount of the Trust Securities of the applicable BANK ONE Capital
Trust consent to that supplemental indenture. If the consent of the holders of
each outstanding Junior Subordinated Debt Security of a series is required, the
supplemental indenture will not be effective until each holder of the Trust
Securities of the applicable BANK ONE Capital Trust consents to the
supplemental indenture.
As a result of these pass through voting rights with respect to
modifications to the Junior Indenture, no modification to the indenture
requiring consent will be effective until the holders of a majority in
liquidation amount of the Trust Securities consent to the modification and no
modification described in clauses (1) and (2) above will be effective without
the consent of each holder of Preferred Securities and each holder of Common
Securities of the applicable BANK ONE Capital Trust.
Satisfaction and Discharge
The Junior Indenture provides that when all Junior Subordinated Debt
Securities not previously delivered to the Debt Trustee for cancellation have
become due and payable or will become due and payable at their stated maturity
within one year, BANK ONE may deposit or cause to be deposited with the Debt
Trustee funds, in trust, for the purpose and in an amount sufficient to pay and
discharge the entire indebtedness on the outstanding Junior Subordinated Debt
Securities for the principal, any premium and interest to the date of the
deposit or to the stated maturity, as the case may be. Upon such deposit, the
Junior Indenture will cease to be of further effect except as to BANK ONE's
obligations to pay all other sums due pursuant to the Junior
30
<PAGE>
Indenture and to provide the officers' certificates and opinions of counsel
required under the Junior Indenture, and BANK ONE will be deemed to have
satisfied and discharged the Junior Indenture.
Governing Law
The Junior Indenture and the Junior Subordinated Debt Securities will be
governed by, and construed in accordance with, the laws of the State of New
York.
The Debt Trustee
Chase serves as the Debt Trustee under the Junior Indenture, as well as the
Institutional Trustee and the Preferred Guarantee Trustee. Chase also will
serve as Senior Trustee for the Debt Securities offered pursuant to this
prospectus. For a description of BANK ONE's other relationships with Chase, see
"Description of Debt Securities--Regarding Chase" in this prospectus.
DESCRIPTION OF THE PREFERRED SECURITIES
Each BANK ONE Capital Trust may issue only one series of Preferred
Securities and such series will have the terms described in the applicable
prospectus supplement. The Declaration of each BANK ONE Capital Trust
authorizes the Regular Trustees of that BANK ONE Capital Trust to issue on
behalf of the BANK ONE Capital Trust one series of Preferred Securities. The
Declaration has been qualified as an indenture under the Trust Indenture Act.
The Preferred Securities will have terms, including with respect to
distributions, redemption, voting, liquidation rights and other preferred,
deferred or other special rights or restrictions as described in the
Declaration or made part of the Declaration by the Trust Indenture Act and
which will mirror the terms of the Junior Subordinated Debt Securities held by
the BANK ONE Capital Trust and described in the applicable prospectus
supplement.
You must review the prospectus supplement relating to the Preferred
Securities of the BANK ONE Capital Trust for specific terms, including:
. the distinctive designation of the Preferred Securities;
. the number and the initial public offering price of Preferred
Securities issued by the BANK ONE Capital Trust;
. the annual distribution rate or method of determining the annual
distribution rate for the Preferred Securities, the date or dates
upon which the distributions will be payable and the date or dates
from which distributions will accrue;
. whether distributions on the Preferred Securities will be
cumulative, and, in the case of Preferred Securities having
cumulative distribution rights, the date or dates or method of
determining the date or dates from which the distributions on the
Preferred Securities will be cumulative;
. the amount or amounts which will be paid out of the assets of the
BANK ONE Capital Trust to the holders of Preferred Securities of the
BANK ONE Capital Trust upon voluntary or involuntary dissolution,
winding-up or termination of the BANK ONE Capital Trust;
. any obligation of the BANK ONE Capital Trust to purchase or redeem
Preferred Securities issued by the BANK ONE Capital Trust and the
price or prices at which, the period or periods within which, and
the terms and conditions upon which, the Preferred Securities will
be purchased or redeemed, in whole or in part, pursuant to such
obligation;
. any voting rights of the Preferred Securities in addition to those
required by law, including the number of votes per Preferred
Security and any requirement for the approval by the holders of
Preferred Securities, or of Preferred Securities issued by one or
more BANK ONE Capital
31
<PAGE>
Trusts, or of both, as a condition to specified action or amendments
to the Declaration of the BANK ONE Capital Trust;
. any terms and conditions upon which the Junior Subordinated Debt
Securities held by a BANK ONE Capitial Trust may be distributed to
holders of Preferred Securities;
. any right and/or obligation of BANK ONE to redeem or purchase the
Preferred Securities pursuant to any sinking fund or similar
provisions or at the option at the holder of the Preferred
Securities and the period or periods for which, the price or prices
at which, and the terms and conditions upon which, the Preferred
Securities will be redeemed or repurchased, in whole or in part,
pursuant to such right and/or obligation;
. any terms and conditions upon which the Preferred Securities may be
converted into shares of the common stock of BANK ONE, including the
conversion price and any circumstances under which the conversion
right will expire;
. any securities exchange upon which the Preferred Securities will be
listed; and
. any other relevant rights, preferences, privileges, limitations or
restrictions of Preferred Securities issued by the BANK ONE Capital
Trust not inconsistent with the Declaration of the BANK ONE Capital
Trust or with applicable law.
All Preferred Securities will be guaranteed by BANK ONE to the extent
described below under "Description of the Preferred Securities Guarantees".
Certain United States federal income tax considerations applicable to any
offering of Preferred Securities will be described in the applicable
prospectus supplement.
In connection with the issuance of Preferred Securities, each BANK ONE
Capital Trust will issue one series of Common Securities. The Common
Securities will have the terms relating to distributions, redemption, voting,
liquidation rights or other restrictions as are described in the Declaration.
Except for voting rights, the terms of the Common Securities issued by a BANK
ONE Capital Trust will be substantially identical to the terms of the
Preferred Securities issued by that trust. The Common Securities will rank on
a parity, and payments will be made on the Common Securities pro rata, with
the Preferred Securities except that, upon an Event of Default under the
Declaration, the rights of the holders of the Common Securities to payment for
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the Preferred Securities. Except
in certain limited circumstances, the Common Securities will also carry the
right to vote to appoint, remove or replace any of the BANK ONE Capital
Trustees of a BANK ONE Capital Trust. All of the Common Securities of each
BANK ONE Capital Trust will be directly or indirectly owned by BANK ONE.
Enforcement of Certain Rights by Holders of Trust Preferred Securities
If an Event of Default under the Declaration of a BANK ONE Capital Trust
occurs and is continuing, then the holders of Preferred Securities of the BANK
ONE Capital Trust will rely on the enforcement by the Institutional Trustee of
its rights as a holder of the applicable series of Junior Subordinated Debt
Securities against BANK ONE. In addition, the holders of a majority in
liquidation amount of the Preferred Securities of the BANK ONE Capital Trust
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Institutional Trustee or to direct
the exercise of any trust or power conferred upon the Institutional Trustee
under the applicable Declaration, including the right to direct the
Institutional Trustee to exercise the remedies available to it as a holder of
the Junior Subordinated Debt Securities.
32
<PAGE>
If the Institutional Trustee fails to enforce its rights under the
applicable series of Junior Subordinated Debt Securities, a holder of Preferred
Securities of such BANK ONE Capital Trust may, to the fullest extent permitted
by law, institute a legal proceeding directly against BANK ONE to enforce the
Institutional Trustee's rights without first instituting any legal proceeding
against the Institutional Trustee or any other person or entity. However, if an
Event of Default under the applicable Declaration has occurred and is
continuing and the event is attributable to the failure of BANK ONE to pay
interest or principal on the applicable series of Junior Subordinated Debt
Securities on the date such interest or principal is otherwise payable (or in
the case of redemption, on the redemption date), then a holder of Preferred
Securities of the BANK ONE Capital Trust may directly institute a proceeding
for enforcement of payment to the holder of the principal of or interest on the
applicable series of Junior Subordinated Debt Securities having a principal
amount equal to the aggregate liquidation amount of the Preferred Securities of
such holder. In connection with this direct action, BANK ONE will be subrogated
to the rights of such holder of Preferred Securities under the applicable
Declaration to the extent of any payment made by BANK ONE to a holder of
Preferred Securities in a direct action. This means that BANK ONE will be
entitled to payment of amounts that a holder of Preferred Securities receives
in respect of an unpaid distribution that resulted in the bringing of the
direct action to the extent that the holder receives or has already received
full payment relating to the unpaid distribution from the applicable BANK ONE
Capital Trust.
Information Concerning the Institutional Trustee
For information concerning the relationship between Chase, the Institutional
Trustee, and BANK ONE, see "Description of the Junior Subordinated Debt
Securities--The Debt Trustee" and "Description of the Debt Securities--
Regarding Chase" in this prospectus.
Information Concerning the Delaware Trustee
For information concerning the relationship between Chase Delaware, the
Delaware Trustee, and BANK ONE, see "Description of the Debt Securities--
Regarding Chase" in this prospectus.
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
The guarantees with respect to the Preferred Securities ( the "Preferred
Securities Guarantees") will be executed and delivered by BANK ONE for the
benefit of the holders from time to time of Preferred Securities. Each
Preferred Securities Guarantee has been qualified as an indenture under the
Trust Indenture Act. Chase will act as indenture trustee under each Preferred
Securities Guarantee for purposes of the Trust Indenture Act (the "Preferred
Guarantee Trustee"). The terms of each Preferred Securities Guarantee will be
those in such Preferred Securities Guarantee and those made part of such
Preferred Securities Guarantee by the Trust Indenture Act. The summary of the
terms and provisions of the Preferred Securities Guarantees in this section
does not claim to be complete and is subject in all respects to the provisions
of, and is qualified in its entirety by reference to, the form of Preferred
Securities Guarantee, which is filed as an exhibit to the registration
statement of which this prospectus forms a part, and the Trust Indenture Act.
Each Preferred Securities Guarantee will be held by the Preferred Guarantee
Trustee for the benefit of the holders of the Preferred Securities of the
applicable BANK ONE Capital Trust.
General
Under each Preferred Securities Guarantee, BANK ONE will irrevocably and
unconditionally agree, to the extent described in the guarantee, to pay in
full, to the holders of the Preferred Securities issued by a BANK ONE Capital
Trust, the guarantee payments (described below), except to the extent paid by
the BANK ONE Capital Trust, as and when due, regardless of any defense, right
of set-off or counterclaim which the BANK ONE Capital Trust may have or claim
to have.
33
<PAGE>
The following payments with respect to Preferred Securities issued by a BANK
ONE Capital Trust, to the extent not paid by the BANK ONE Capital Trust will be
subject to the applicable Preferred Securities Guarantee, without duplication:
(1) any accrued and unpaid distributions which are required to be paid
on the Preferred Securities, to the extent the BANK ONE Capital Trust has
funds available for such payments;
(2) the redemption price, including all accrued and unpaid
distributions to the date of payment, to the extent the BANK ONE Capital
Trust has funds available for such payments with respect to any Preferred
Securities called for redemption by the BANK ONE Capital Trust; and
(3) upon a voluntary or involuntary dissolution, winding-up or
termination of the BANK ONE Capital Trust, other than in connection with
the distribution of Junior Subordinated Debt Securities to the holders of
Preferred Securities or the redemption of all of the Preferred Securities,
the lesser of (a) the aggregate of the liquidation amount and all accrued
and unpaid distributions on the Preferred Securities to the date of payment
to the extent the BANK ONE Capital Trust has funds available for the
payment and (b) the amount of assets of the BANK ONE Capital Trust
remaining available for distribution to holders of the Preferred Securities
in liquidation of the BANK ONE Capital Trust.
The redemption price and liquidation amount will be fixed at the time the
Preferred Securities are issued.
BANK ONE's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by BANK ONE to the holders of Preferred
Securities or by causing the applicable BANK ONE Capital Trust to pay such
amounts to the holders.
Each Preferred Securities Guarantee will not apply to any payment of
distributions except to the extent the BANK ONE Capital Trust has funds
available for the payments. If BANK ONE does not make interest payments on the
Junior Subordinated Debt Securities purchased by a BANK ONE Capital Trust, the
BANK ONE Capital Trust will not pay distributions on the Preferred Securities
issued by the BANK ONE Capital Trust and will not have funds available for such
a payment. See "Description of Junior Subordinated Debt Securities--Certain
Covenants of BANK ONE". The Preferred Securities Guarantee, when taken together
with BANK ONE's obligations under the Junior Subordinated Debt Securities, the
Junior Indenture and the Declaration, including its obligations to pay costs,
expenses, debts and liabilities of the BANK ONE Capital Trust, other than with
respect to the Trust Securities, will provide a full and unconditional
guarantee on a subordinated basis by BANK ONE of payments due on the Preferred
Securities.
BANK ONE has also agreed separately to irrevocably and unconditionally
guarantee the obligations of the BANK ONE Capital Trusts with respect to the
Common Securities (the "Common Securities Guarantees") to the same extent as
the Preferred Securities Guarantees, except that upon an Event of Default under
the Junior Indenture, holders of Preferred Securities will have priority over
holders of Common Securities with respect to distributions and payments on
liquidation, redemption or otherwise.
Modification of the Preferred Securities Guarantees; Assignment
Except with respect to any changes which do not adversely affect the rights
of holders of Preferred Securities, in which case no vote will be required,
each Preferred Securities Guarantee may be amended only with the prior approval
of the holders of not less than a majority in liquidation amount of the
outstanding Preferred Securities issued by the applicable BANK ONE Capital
Trust. The manner of obtaining the approval of holders of the Preferred
Securities will be described in the applicable prospectus supplement. All
guarantees and agreements contained in a Preferred Securities Guarantee will
bind the successors, assigns, receivers, trustees and representatives of BANK
ONE and will benefit the holders of the outstanding Preferred Securities of the
applicable BANK ONE Capital Trust.
34
<PAGE>
Termination
Each Preferred Securities Guarantee will terminate as to the Preferred
Securities issued by the applicable BANK ONE Capital Trust
.upon full payment of the redemption price of all Preferred Securities
of the BANK ONE Capital Trust;
.upon distribution of the Junior Subordinated Debt Securities held by
the BANK ONE Capital Trust to the holders of the Preferred
Securities of that BANK ONE Capital Trust; or
.upon full payment of the amounts payable under the Declaration of the
BANK ONE Capital Trust upon liquidation of the BANK ONE Capital
Trust.
Each Preferred Securities Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of Preferred
Securities issued by the applicable BANK ONE Capital Trust must restore payment
of any sums paid under the Preferred Securities or the Preferred Securities
Guarantee.
Events of Default
An event of default under a Preferred Securities Guarantee will occur upon
the failure of BANK ONE to perform any of its payment or other obligations
under the guarantee.
The holders of a majority in liquidation amount of the Preferred Securities
relating to a Preferred Securities Guarantee have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Preferred Guarantee Trustee in respect of the Preferred Securities Guarantee or
to direct the exercise of any trust or power conferred upon the Preferred
Guarantee Trustee with respect to the Preferred Securities. If the Preferred
Guarantee Trustee fails to enforce the Preferred Securities Guarantee, any
holder of Preferred Securities relating to the Preferred Securities Guarantee
may institute a legal proceeding directly against BANK ONE to enforce the
Preferred Guarantee Trustee's rights under the Preferred Securities Guarantee,
without first instituting a legal proceeding against the relevant BANK ONE
Capital Trust, the Preferred Guarantee Trustee or any other person or entity.
However, if BANK ONE has failed to make a Guarantee Payment, a holder of
Preferred Securities may directly institute a proceeding against BANK ONE for
enforcement of the Preferred Securities Guarantee for the payment. BANK ONE
waives any right or remedy to require that any action be brought first against
the BANK ONE Capital Trust or any other person or entity before proceeding
directly against BANK ONE.
Status of the Preferred Securities Guarantees
Unless otherwise provided in the applicable prospectus supplement, the
Preferred Securities Guarantees with respect to the Preferred Securities of any
BANK ONE Capital Trust will constitute unsecured obligations of BANK ONE and
will rank (A) subordinate and junior in right of payment to certain other
liabilities of BANK ONE, as described in the prospectus supplement and (B) on a
parity with any guarantee now or hereafter entered into by BANK ONE in respect
of any other BANK ONE Capital Trust or any other similar financing vehicle
sponsored by BANK ONE.
The terms of the Preferred Securities provide that each holder of Preferred
Securities issued by the applicable BANK ONE Capital Trust by acceptance of the
Preferred Securities agrees to the subordination provisions and other terms of
the Preferred Securities Guarantee as described in the applicable prospectus
supplement.
The Preferred Securities Guarantees will constitute a guarantee of payment
and not of collection, meaning that the guaranteed party may institute a legal
proceeding directly against the guarantor to enforce its rights under the
Preferred Securities Guarantee without instituting a legal proceeding against
any other person or entity.
35
<PAGE>
Information Concerning the Preferred Guarantee Trustee
Prior to the occurrence of a default with respect to a Preferred Securities
Guarantee, the Preferred Guarantee Trustee will undertake to perform only the
duties that are specifically described in the Preferred Securities Guarantee.
After the occurrence of a default, the Preferred Guarantee Trustee will
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Subject to such provisions, the Preferred
Guarantee Trustee will be under no obligation to exercise any of the powers
given it by a Preferred Securities Guarantee at the request of any holder of
Preferred Securities, unless the Preferred Guarantee Trustee is offered
reasonable indemnity against the costs, expenses and liabilities which it might
incur in exercising the powers.
For information concerning the relationship between the Preferred Guarantee
Trustee and BANK ONE, see "Description of Junior Subordinated Debt Securities--
The Debt Trustee" and "Description of the Debt Securities--Regarding Chase" in
this prospectus.
Governing Law
The Preferred Securities Guarantees will be governed by and construed in
accordance with the laws of the State of New York.
36
<PAGE>
EFFECT OF OBLIGATIONS UNDER THE JUNIOR SUBORDINATED DEBT SECURITIES
AND THE PREFERRED SECURITIES GUARANTEE
The sole purpose of each of the BANK ONE Capital Trusts is to issue the
Trust Securities evidencing undivided beneficial ownership interests in the
assets of the BANK ONE Capital Trust, and to invest the proceeds from the
issuance and sale in Junior Subordinated Debt Securities.
As long as payments of interest and other payments are made when due on the
Junior Subordinated Debt Securities, the payments will be sufficient to cover
distributions and payments due on the Trust Securities because of the following
factors:
. the aggregate principal amount of Junior Subordinated Debt Securities
will be equal to the sum of the aggregate stated liquidation amount of the
Trust Securities;
. the interest rate and the interest and other payment dates on the
Junior Subordinated Debt Securities will match the distribution rate and
distribution and other payment dates for the Preferred Securities;
. BANK ONE will pay, and the applicable BANK ONE Capital Trust will not
be obligated to pay, directly or indirectly, all costs, expenses, debt, and
obligations of the applicable BANK ONE Capital Trust, other than with
respect to the Trust Securities; and
. the Declaration provides that the BANK ONE Capital Trustees will not
take or cause or permit the applicable BANK ONE Capital Trust to, among
other things, engage in any activity that is not consistent with the
purposes of the applicable BANK ONE Capital Trust.
Payments of distributions, to the extent funds are available, and other
payments due on the Preferred Securities, to the extent funds are available,
are guaranteed by BANK ONE as and to the extent described under "Description of
the Preferred Securities Guarantees". If BANK ONE does not make interest
payments on the Junior Subordinated Debt Securities purchased by the applicable
BANK ONE Capital Trust, it is expected that the applicable BANK ONE Capital
Trust will not have sufficient funds to pay distributions on the Preferred
Securities. The Preferred Securities Guarantee does not apply to any payment of
distributions unless and until the applicable BANK ONE Capital Trust has
sufficient funds for the payment of such distributions.
The Preferred Securities Guarantee covers the payment of distributions and
other payments on the Preferred Securities only if and to the extent that BANK
ONE has made a payment of interest or principal on the Junior Subordinated Debt
Securities held by the applicable BANK ONE Capital Trust as its sole asset. The
Preferred Securities Guarantee, when taken together with BANK ONE's obligations
under the Junior Subordinated Debt Securities and the Junior Indenture and its
obligations under the Declaration, including its obligations to pay costs,
expenses, debts and liabilities of the applicable BANK ONE Capital Trust, other
than with respect to the Trust Securities, provide a full and unconditional
guarantee on a subordinated basis of amounts due on the Preferred Securities.
If BANK ONE fails to make interest or other payments on the Junior
Subordinated Debt Securities when due, taking account of any extension period,
the Declaration provides a mechanism whereby the holders of the Preferred
Securities may direct the Institutional Trustee to enforce its rights under the
Junior Subordinated Debt Securities. If the Institutional Trustee fails to
enforce its rights under the Junior Subordinated Debt Securities, a holder of
Preferred Securities may, to the fullest extent permitted by law, institute a
legal proceeding against BANK ONE to enforce the Institutional Trustee's rights
under the Junior Subordinated Debt Securities without first instituting any
legal proceeding against the Institutional Trustee or any other person or
entity. However, if an Event of Default under the Declaration has occurred and
is continuing and this event is due to the failure of BANK ONE to pay interest
or principal on the Junior Subordinated Debt Securities on the date the
interest or principal is otherwise payable (or in the case of redemption on the
redemption date), then a holder of Preferred Securities may institute a direct
action against BANK ONE for payment.
37
<PAGE>
In connection with a direct action, BANK ONE will be subrogated to the
rights of a holder of Preferred Securities under the Declaration to the extent
of any payment made by BANK ONE to that holder of Preferred Securities in a
direct action. BANK ONE, under the Preferred Securities Guarantee, acknowledges
that the Guarantee Trustee will enforce the Preferred Securities Guarantee on
behalf of the holders of the Preferred Securities. If BANK ONE fails to make
payments under the Preferred Securities Guarantee, the Preferred Securities
Guarantee provides a mechanism whereby the holders of the Preferred Securities
may direct the Guarantee Trustee to enforce its rights under the guarantee. Any
holder of Preferred Securities may institute a legal proceeding directly
against BANK ONE to enforce the Guarantee Trustee's rights under the Preferred
Securities Guarantee without first instituting a legal proceeding against the
applicable BANK ONE Capital Trust, the Guarantee Trustee, or any other person
or entity.
BANK ONE and each of the BANK ONE Capital Trusts believe that the mechanisms
and obligations described above, taken together, provide a full and
unconditional guarantee by BANK ONE on a subordinated basis of payments due on
the Preferred Securities. See "Description of the Preferred Securities
Guarantees--General".
GLOBAL SECURITIES
Debt Securities and Junior Subordinated Debt Securities issued by BANK ONE
(for purposes of this section, collectively, "debt securities") of a series and
Preferred Securities issued by a BANK ONE Capital Trust may be issued in whole
or in part in the form of one or more global securities. Each global security
will be deposited with, or on behalf of, a depositary identified in the
applicable prospectus supplement. Global securities may be issued in either
registered or bearer form and in either temporary or permanent form. Until it
is exchanged in whole or in part for the individual securities which it
represents, a global security may not be transferred except as a whole
. by the depositary for the global security to a nominee of the depositary
or
. by a nominee of the depositary to the depositary or another nominee of
the depositary or
. by the depositary or any nominee to a successor depositary or any nominee
of the successor.
The specific terms of the depositary arrangement for a series of Debt
Securities or Junior Subordinated Debt Securities issued by BANK ONE or the
Preferred Securities issued by a BANK ONE Capital Trust and certain limitations
and restrictions relating to a series of bearer securities in the form of one
or more global securities will be described in the applicable prospectus
supplement. BANK ONE anticipates that the following provisions will generally
apply to depositary arrangements.
Upon the issuance of a global security, the depositary for the global
security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts or liquidation amounts, as
applicable, of the individual securities represented by the global security to
the accounts of persons that have accounts with the depositary. The
underwriters or agents for the securities will designate such accounts.
Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the applicable depositary ("participants") or
persons that may hold interests through participants. Ownership of beneficial
interests in the global security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the applicable
depositary or its nominee (with respect to interests of participants) and the
records of participants (with respect to interests of persons other than
participants).
The laws of some states require that certain purchasers of securities take
physical delivery of securities in definitive form. Such limits and such laws
may impair the ability to transfer beneficial interests in a global security.
So long as the depositary for a global security, or its nominee, is the
registered owner of the global security, the depositary or the nominee, as the
case may be, will be considered the sole owner or holder of the
38
<PAGE>
securities represented by the global security for all purposes under the
applicable indenture or Declaration governing the securities. Except as
provided below, owners of beneficial interests in a global security
. will not be entitled to have any of the individual securities
represented by the global security registered in their names,
. will not receive or be entitled to receive physical delivery of any
such securities in definitive form and
. will not be considered the owners or holders of the securities under
the applicable indenture or Declaration governing the securities.
Payments of principal of, any premium and any interest on individual debt
securities or distributions on Preferred Securities represented by a global
security registered in the name of a depositary or its nominee will be made to
the depositary or its nominee, as applicable, as the registered owner of the
global security representing the securities. None of BANK ONE, any BANK ONE
Capital Trust, the relevant trustee for such debt securities or Preferred
Securities, any paying agent or any security registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the global
security for the debt securities or Preferred Securities, as applicable, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
Subject to certain restrictions relating to bearer securities, BANK ONE
expects that the depositary for a series of debt securities or Preferred
Securities or its nominee, upon receipt of any payment of principal, premium or
interest or distributions in respect of a permanent global security
representing any of the securities will credit the accounts of participants
immediately with payments in amounts proportionate to their respective
beneficial interests in the principal amount or liquidation amount, as
applicable, of the global security for the securities as shown on the records
of such depositary or its nominee. BANK ONE also expects that payments by
participants to owners of beneficial interests in the global security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers in bearer form or registered in "street name". These payments will
be the responsibility of such participants. With respect to owners of
beneficial interests in a temporary global security representing bearer
securities, receipt by the beneficial owners of payments of principal, premium
or interest or distributions on the securities will be subject to additional
restrictions.
A global security is exchangeable for definitive securities registered in
the name of, and a transfer of a global security may be registered to, any
person other than the depositary or its nominee, only if:
. the depositary for a series of debt securities or Preferred
Securities, as applicable, is at any time unwilling, unable or
ineligible to continue as depositary and a successor depositary is
not appointed by BANK ONE within 90 days, or
. BANK ONE at any time and in its sole discretion, subject to any
limitations described in the prospectus supplement relating to the
debt securities or Preferred Securities, as applicable, determines
not to have any debt securities of a series or Preferred Securities,
as applicable, represented by one or more global securities or
. BANK ONE, in its discretion, specifies with respect to the debt
securities of a series, or Preferred Securities, as applicable, that
an owner of a beneficial interest in a global security representing,
debt securities of the series or Preferred Securities, as
applicable, may, on terms acceptable to BANK ONE, the applicable
trustee and the depositary for such global security, receive debt
securities of the series or Preferred Securities, as applicable, in
definitive form in exchange for such beneficial interests, subject
to any limitations described in the applicable prospectus
supplement.
In any such instance, an owner of a beneficial interest in a global security
will be entitled to physical delivery in definitive form of debt securities of
the series or Preferred Securities, as applicable, represented by
39
<PAGE>
such global security equal in principal amount or liquidation amount, as
applicable, to such beneficial interest and to have the debt securities or
Preferred Securities, as applicable, registered in its name (if the securities
are issuable as registered securities).
Debt securities of a series or Preferred Securities, as applicable, issued
in definitive form will be issued
. as registered securities in denominations, unless otherwise specified
by BANK ONE, of $1,000 and multiples of $1,000 if the debt securities
of the series or Preferred Securities, as applicable, are issuable as
registered securities,
. as bearer securities in denominations, unless otherwise specified by
BANK ONE, of $5,000 if the debt securities of the series or Preferred
Securities, as applicable, are issuable as bearer securities or
. as either registered or bearer securities, if the debt securities of
the series or Preferred Securities, as applicable, are issuable in
either form.
Certain restrictions may apply on the issuance of a bearer security in
definitive form in exchange for an interest in a global security.
PLAN OF DISTRIBUTION
The securities offered under this prospectus may be sold in a public
offering to or through agents, underwriters or dealers designated from time to
time or directly to purchasers. The names of any underwriters or dealers
involved in the sale of the securities in respect of which this prospectus is
delivered, the amount or number of securities to be purchased by any such
underwriters and any applicable commissions or discounts will be described in
the applicable prospectus supplement.
Underwriters may offer and sell securities at a fixed price or prices,
which may be changed, or from time to time at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. In connection with the sale of the securities, underwriters
may be deemed to have received compensation from BANK ONE and/or the
applicable BANK ONE Capital Trust in the form of underwriting discounts or
commissions and may also receive commissions. Underwriters may sell securities
to or through dealers, and such dealers may receive compensation in the form
of discounts, concessions or commissions from the underwriters.
Any underwriters may engage in stabilizing transactions and syndicate
covering transactions in accordance with Rule 104 under the Exchange Act.
Stabilizing transactions permit bids to purchase the underlying security so
long as the stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve purchases of the securities in the open market
after the distribution has been completed in order to cover syndicate short
positions. Such stabilizing transactions and syndicate covering transactions
may cause the price of the securities to be higher than it would otherwise be
in the absence of such transactions.
Any underwriting compensation paid by BANK ONE and/or the applicable BANK
ONE Capital Trust to underwriters in connection with the offering of
securities, and any discounts, concessions or commissions allowed by such
underwriters to participating dealers, will be described in an accompanying
prospectus supplement. Underwriters and dealers participating in the
distribution of securities may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
such securities may be deemed to be underwriting discounts and commissions,
under the Securities Act. Underwriters and dealers may be entitled under
agreements with BANK ONE and a BANK ONE Capital Trust, to indemnification
against and contribution toward certain civil liabilities, including
liabilities under the Securities Act, and to reimbursement by BANK ONE for
certain expenses.
40
<PAGE>
In connection with the offering of the securities of BANK ONE or any BANK
ONE Capital Trust, BANK ONE or such BANK ONE Capital Trust may grant to the
underwriters an option to purchase additional securities to cover any over-
allotments, at the initial public offering price (with an additional
underwriting commission), as described in the accompanying prospectus
supplement. If BANK ONE or such BANK ONE Capital Trust grants any over-
allotment option, the terms of such over-allotment option will be described in
the prospectus supplement for such securities.
Underwriters and dealers may engage in transactions with, or perform
services for, BANK ONE and/or the applicable BANK ONE Capital Trust and/or any
of their affiliates in the ordinary course of business. Certain of the
underwriters and their associates may be customers of, including borrowers
from, engage in transactions with, and perform services for, BANK ONE, the BANK
ONE banks and other subsidiaries of BANK ONE in the ordinary course of
business.
Securities will be new issues of securities and will have no established
trading market. Any underwriters to whom such securities are sold for public
offering and sale may make a market in such securities, but such underwriters
will not be obligated to do so and may discontinue any market making at any
time without notice. Such securities may or may not be listed on a national
securities exchange or the Nasdaq National Market. No assurance can be given as
to the liquidity of or the existence of trading markets for any securities.
One or more direct or indirect subsidiaries of BANK ONE may from time to
time act as an agent or underwriter in connection with the sale of the
securities to the extent permitted by law. The participation of any such
subsidiary will comply with Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc. (the "NASD"). The offer and sale of the
securities will comply with Rule 2810 of the Rules of Conduct of the NASD. In
addition, no NASD member participating in offers and sales of securities will
execute a transaction in the securities in a discretionary account without the
prior specific written approval of the member's customer.
This prospectus and the related prospectus supplement may be used by direct
or indirect subsidiaries of BANK ONE in connection with offers and sales
related to secondary market transactions. Such subsidiaries may act as
principal or agent in such transactions. Such sales may be made at prices
related to prevailing market prices at the time of sale.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, certain
matters of Delaware law relating to the validity of the Preferred Securities
will be passed upon on behalf of the BANK ONE Capital Trusts by Richards,
Layton & Finger, P.A., special Delaware counsel to BANK ONE and the BANK ONE
Capital Trusts. Unless otherwise indicated in the applicable prospectus
supplement, the validity of the Senior Debt Securities, the Junior Subordinated
Debt Securities and the Preferred Securities Guarantee and certain matters
relating thereto will be passed upon for BANK ONE by Christine A. Edwards,
Executive Vice President, Chief Legal Officer and Secretary of BANK ONE. Unless
otherwise indicated in the applicable prospectus supplement, certain United
States federal income taxation matters will be passed upon for BANK ONE and the
BANK ONE Capital Trusts by Cravath, Swaine & Moore, special tax counsel to BANK
ONE and the BANK ONE Capital Trusts. Cravath, Swaine & Moore performs legal
services for BANK ONE from time to time.
EXPERTS
The consolidated financial statements of BANK ONE included in the Annual
Report on Form 10-K for the year ended December 31, 1999, 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
experts in accounting and auditing in giving said report.
41
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
SEC Filing Fee................................................ $ 525,360
Rating Agency Fees............................................ 80,000
Legal Fees and Expenses....................................... 200,000
Trustees' Fees and Expenses................................... 20,000
Printing and Engraving Expenses............................... 250,000
Accounting Fees and Expenses.................................. 100,000
Miscellaneous Expenses........................................ 24,640
----------
Total....................................................... $1,200,000
==========
</TABLE>
ITEM 15. Indemnification of Officers and Directors
BANK ONE CORPORATION ("BANK ONE") is a Delaware corporation. Section 145 of
the General Corporation Law of the State of Delaware contains detailed
provisions on indemnification of directors and officers of a Delaware
corporation against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with certain litigation.
BANK ONE's Restated Certificate of Incorporation (the "Certificate"),
provides for indemnification of directors and officers. BANK ONE's Certificate
provides that BANK ONE will indemnify each director, officer, employee or agent
of BANK ONE or any individual serving in such a capacity with another business
entity at BANK ONE's request (an "Indemnitee") to the full extent permitted by
the General Corporation Law of the State of Delaware ("Delaware Law") or any
other applicable laws as presently or hereinafter in effect against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Indemnitee in connection
therewith. BANK ONE's Certificate also authorizes BANK ONE to enter into
agreements with any person providing for indemnification greater or different
than that provided therein. BANK ONE's Certificate provides that expenses
incurred by a director, officer or employee in defending an action, suit or
proceeding shall be paid by BANK ONE in advance of the final disposition of
such action upon receipt of an undertaking by or on behalf of such person that
he will repay such amount if it is ultimately determined that he is not
entitled to be indemnified by BANK ONE. BANK ONE's Certificate and Delaware Law
also provide that the indemnification provisions of BANK ONE's Certificate and
the statute are not exclusive of any other right to which a person seeking
indemnification and advancement of expenses may be entitled under any statute,
by-laws, agreement, vote of stockholders or disinterested directors or
otherwise.
The directors and officers of BANK ONE are covered by an insurance policy
indemnifying them against certain civil liabilities, including liabilities
under the federal securities laws, which might be incurred by them in such
capacity.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling BANK ONE
pursuant to the foregoing provisions, BANK ONE has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
The Declaration of Trust of each BANK ONE Capital Trust limits the liability
to each trust and certain persons, and provides for the indemnification by the
trust or BANK ONE, of trustees, their officers, directors and employees and
certain other persons.
II-1
<PAGE>
ITEM 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1 Form of Debt Securities Underwriting Agreement (incorporated by
reference to Exhibit 1.1 to BANC ONE CORPORATION's Registration
Statement on Form S-3, File No. 33-60807).
1.2 Form of Debt Securities Distribution Agreement (incorporated by
reference to Exhibit 1.2 to BANC ONE CORPORATION's Registration
Statement on Form S-3 (File No. 333-22413).
1.3 Form of Preferred Securities Underwriting Agreement (incorporated by
reference to Exhibit 1.3 to BANK ONE CORPORATION's Registration
Statement on Form S-3 (File No. 333-80903).
3.1 Restated Certificate of Incorporation, of the
Registrant(incorporated by reference to Exhibit 3(A) to BANK ONE
CORPORATION's Form 10-K for the year ended December 31, 1998).
3.2 By-laws of BANK ONE CORPORATION (incorporated by reference to
Exhibit 3(B) to BANK ONE CORPORATION's Form 10-K for the year ended
December 31, 1999).
4.1 Indenture relating to senior securities between the Registrant and
The Chase Manhattan Bank, as trustee (incorporated by reference to
Exhibit 4.1 to BANC ONE CORPORATION's Registration Statement on Form
S-3 (File No. 333-22413)).
4.1 (b) First Supplemental Indenture relating to senior securities between
BANK ONE CORPORATION and The Chase Manhattan Bank, as trustee
(incorporated by reference to Exhibit 4.1(b) to BANK ONE
CORPORATION's Registration Statement on Form S-3 (File No. 333-
38387)).
4.2 Indenture relating to subordinated securities between BANK ONE
CORPORATION and The Chase Manhattan Bank, as trustee (incorporated
by reference to Exhibit 4.2 to BANC ONE CORPORATION's Registration
Statement on Form S-3 (File No. 333-22413)).
4.2 (b) First Supplemental Indenture relating to subordinated securities
between BANK ONE CORPORATION and The Chase Manhattan Bank, as
trustee (incorporated by reference to Exhibit 4.2(b) to BANK ONE
CORPORATION's Registration Statement on Form S-3 (File No. 333-
38387)).
4.3 Form of Senior Note (incorporated by reference to Exhibit 4.3 to
BANK ONE CORPORATION's Registration Statement on Form S-3 (File No.
333-38387)).
4.4 Form of Subordinated Note (incorporated by reference to Exhibit 4.4
to BANK ONE CORPORATION's Registration Statement on Form S-3 (File
No. 333-38387)).
4.5 Form of Senior Medium-Term Note (Fixed Rate) (incorporated by
reference to Exhibit 4.5 to BANK ONE CORPORATION's Registration
Statement on Form S-3 (File No. 333-38387)).
4.6 Form of Senior Medium-Term Note (Floating Rate) (incorporated by
reference to Exhibit 4.6 to BANK ONE CORPORATION's Registration
Statement on Form S-3 (File No. 333-38387)).
4.7 Form of Subordinated Medium-Term Note (Fixed Rate)(incorporated by
reference to Exhibit 4.7 to BANK ONE CORPORATION's Registration
Statement on Form S-3 (File No. 333-38387)).
4.8 Form of Subordinated Medium-Term Note (Floating Rate) (incorporated
by reference to Exhibit 4.8 to BANK ONE CORPORATION's Registration
Statement on Form S-3 (File No. 333-38387)).
4.9 Certificate of Trust of BANK ONE Capital V (incorporated by
reference to Exhibit 4.13 to BANK ONE CORPORATION's Registration
Statement on Form S-3 (File No. 333-80903)).
4.10 Amended and Restated Certificate of Trust, dated as of August 1,
2000 of BANK ONE Capital V.
4.11 Certificate of Trust of BANK ONE Capital VI.
4.12 Certificate of Trust of BANK ONE Capital VII.
4.13 Certificate of Trust of BANK ONE Capital VIII.
4.14 Certificate of Trust of BANK ONE Capital IX.
4.15 Certificate of Trust of BANK ONE Capital X.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
4.16 Declaration of Trust of BANK ONE Capital V (incorporated by reference
to Exhibit 4.18 to BANK ONE CORPORATION'S Registration Statement on
Forms S-3 (File No. 333-80903)).
4.17 Declaration of Trust of BANK ONE Capital VI.
4.18 Declaration of Trust of BANK ONE Capital VII.
4.19 Declaration of Trust of BANK ONE CAPITAL VIII.
4.20 Declaration of Trust of BANK ONE Capital IX.
4.21 Declaration of Trust of BANK ONE Capital X.
4.22 Form of Amended and Restated Declaration of Trust to be used in
connection with the issuance of the Preferred Securities (incorporated
by reference to Exhibit 4.19 to BANK ONE CORPORATION's Registration
Statement on Form S-3 (File No. 333-80903)).
4.23 Indenture between BANK ONE CORPORATION and The Chase Manhattan Bank,
as trustee, to be used in connection with the issuance of the Junior
Subordinated Debt Securities (incorporated by reference to Exhibit
4(d) to First Chicago NBD Corporation's Registration Statement on
Form S-3 (File No. 333-15649)).
4.24 Second Supplemental Indenture relating to the Junior Subordinated Debt
Securities between BANK ONE CORPORATION and The Chase Manhattan Bank,
as trustee (incorporated by reference to Exhibit 4.21 to BANK ONE
CORPORATION's Registration Statement on Form S-3 (File No.
333-80903)).
4.25 Form of Supplemental Indenture to be used in connection with the
issuance of the Junior Subordinated Debt Securities (incorporated by
reference to Exhibit 4.22 to BANK ONE CORPORATION's Registration
Statement on Form S-3 (File No. 333-80903)).
4.26 Form of Preferred Security (included in Exhibit 4.22).
4.27 Form of Junior Subordinated Debt Security (included in Exhibit 4.25).
4.28 Form of Guarantee with respect to Preferred Securities (incorporated
by reference to Exhibit 4.25 to BANK ONE CORPORATION's Registration
Statement on Form S-3 (File No. 333-80903)).
5.1 Opinion of Christine A. Edwards, Esq., Executive Vice President
Secretary and Chief Legal Officer of BANK ONE CORPORATION, as to the
legality of the Debt Securities, the Junior Subordinated Debt
Securities and the Guarantees to be issued by BANK ONE (including
Consent of Counsel).
5.2 Opinion of Richards, Layton & Finger, P.A. as to the legality of the
Preferred Securities to be issued by BANK ONE Capital V (including the
Consent of such Counsel).
5.3 Opinion of Richards, Layton & Finger, P.A. as to the legality of the
Preferred Securities to be issued by BANK ONE Capital VI (including
the Consent of such Counsel).
5.4 Opinion of Richards, Layton & Finger, P.A. as to the legality of the
Preferred Securities to be issued by BANK ONE Capital VII (including
the Consent of such Counsel).
5.5 Opinion of Richards, Layton & Finger, P.A. as to the legality of the
Preferred Securities to be issued by BANK ONE Capital VIII (including
the Consent of such Counsel).
5.6 Opinion of Richards, Layton & Finger, P.A. as to the legality of the
Preferred Securities to be issued by BANK ONE Capital IX (including
the Consent of such Counsel).
5.7 Opinion of Richards, Layton & Finger, P.A. as to the legality of the
Preferred Securities to be issued by BANK ONE Capital X (including the
Consent of such Counsel).
8 Opinion of Cravath, Swaine & Moore as to certain federal tax matters
(including the Consent of such Counsel).*
12 Computation of Ratio of Earnings to Fixed Charges.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Christine A. Edwards, Esq., Executive Vice President,
Secretary and Chief Legal Officer of the Registrant (included in
Exhibit 5.1).
23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
23.4 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3).
23.5 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.4).
23.6 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.5).
23.7 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.6).
23.8 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.7).
23.9 Consent of Cravath, Swaine & Moore (included in Exhibit 8).*
24 Powers of Attorney.
25.1 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Senior Trustee under the Trust Indenture Act of 1939 with respect to
senior Debt Securities.
25.2 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Senior Trustee under the Trust Indenture Act of 1939 with respect to
subordinated Debt Securities.
25.3 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as Debt
Trustee under the Trust Indenture Act of 1939 with respect to Junior
Subordinated Debt Securities.
25.4 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Institutional Trustee under the Amended and Restated Declaration of
Trust of BANK ONE Capital Trust V.
25.5 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Institutional Trustee under the Amended and Restated Declaration of
Trust of BANK ONE Capital Trust VI.
25.6 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Institutional Trustee under the Amended and Restated Declaration of
Trust of BANK ONE Capital Trust VII.
25.7 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Institutional Trustee under the Amended and Restated Declaration of
Trust of BANK ONE Capital Trust VIII.
25.8 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Institutional Trustee under the Amended and Restated Declaration of
Trust of BANK ONE Capital Trust IX.
25.9 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Institutional Trustee under the Amended and Restated Declaration of
Trust of BANK ONE Capital Trust X.
25.10 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Preferred Guarantee Trustee under the Preferred Securities Guarantee
of BANK ONE CORPORATION for the benefit of the holders of Preferred
Securities of BANK ONE Capital Trust V.
25.11 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Preferred Guarantee Trustee under the Preferred Securities Guarantee
of BANK ONE CORPORATION for the benefit of the holders of Preferred
Securities of BANK ONE Capital Trust VI.
25.12 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Preferred Guarantee Trustee under the Preferred Securities Guarantee
of BANK ONE CORPORATION for the benefit of the holders of Preferred
Securities of BANK ONE Capital Trust VII.
25.13 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Preferred Guarantee Trustee under the Preferred Securities Guarantee
of BANK ONE CORPORATION for the benefit of the holders of Preferred
Securities of BANK ONE Capital Trust VIII.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
25.14 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Preferred Guarantee Trustee under the Preferred Securities Guarantee
of BANK ONE CORPORATION for the benefit of the holders of Preferred
Securities of BANK ONE Capital Trust IX.
25.15 Form T-1 Statement of Eligibility of The Chase Manhattan Bank as
Preferred Guarantee Trustee under the Preferred Securities Guarantee
of BANK ONE CORPORATION for the benefit of the holders of Preferred
Securities of BANK ONE Capital Trust X.
</TABLE>
--------
* To be filed by amendment or incorporated herein by reference.
ITEM 17. Undertakings
Each of the undersigned Registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement. Provided, however, that (1)(i)
and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those items is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference to this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 15 above or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted
against the Registrant by such director, officer or controlling person in
connection with the securities being registered,
II-5
<PAGE>
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(6) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust Indenture
Act.
(7) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(8) That for purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on September 29, 2000.
BANK ONE CORPORATION
By:
/s/ M. Eileen Kennedy
----------------------------------
M. Eileen Kennedy
Treasurer
BANK ONE CAPITAL TRUST V
BANK ONE CAPITAL TRUST VI
BANK ONE CAPITAL TRUST VII
BANK ONE CAPITAL TRUST VIII
BANK ONE CAPITAL TRUST IX
BANK ONE CAPITAL TRUST X
/s/ M. Eileen Kennedy
By:
----------------------------------
M. Eileen Kennedy
Trustee
/s/ Laurence Goldman
By:
----------------------------------
Laurence Goldman
Trustee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities with BANK ONE CORPORATION and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William P. Boardman Director September 29, 2000
______________________________________
William P. Boardman
/s/ John H. Bryan* Director September 29, 2000
______________________________________
John H. Bryan
/s/ James S. Crown* Director September 29, 2000
______________________________________
James S. Crown
/s/ James Dimon* Director and Principal September 29, 2000
______________________________________ Executive Officer
James Dimon
/s/ Dr. Maureen A. Fay, O.P.* Director September 29, 2000
______________________________________
Dr. Maureen A. Fay, O.P.
/s/ John R. Hall* Director September 29, 2000
______________________________________
John R. Hall
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Laban P. Jackson, Jr.* Director September 29, 2000
______________________________________
Laban P. Jackson, Jr.
/s/ John W. Kessler* Director September 29, 2000
______________________________________
John W. Kessler
/s/ Richard A. Manoogian* Director September 29, 2000
______________________________________
Richard A. Manoogian
/s/ William T. McCormick* Director September 29, 2000
______________________________________
William T. McCormick
/s/ John W. Rogers, Jr.* Director September 29, 2000
______________________________________
John W. Rogers, Jr.
/s/ Frederick P. Stratton, Jr.* Director September 29, 2000
______________________________________
Frederick P. Stratton, Jr.
/s/ Robert D. Walter* Director September 29, 2000
______________________________________
Robert D. Walter
/s/ Charles W. Scharf* Principal Financial September 29, 2000
______________________________________ Officer
Charles W. Scharf
/s/ William J. Roberts* Principal Accounting September 29, 2000
______________________________________ Officer
William J. Roberts
</TABLE>
--------
* The undersigned, by signing her name hereto, does hereby sign this
Registration Statement on behalf of each of the above-indicated directors and
officers of BANK ONE CORPORATION pursuant to a power of attorney signed by
such directors and officers.
/s/ M. Eileen Kennedy
----------------------------------
M. Eileen Kennedy
Attorney-in-Fact
II-8
