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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of l934
Date of Report (Date of earliest event reported) --------------------------
August 8, 2000
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BANK ONE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 31-0738296
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Numbers) Identification No.)
1 Bank One Plaza, Chicago, IL 60670
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 312-732-4000
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Item 5. OTHER EVENTS
On June 17, 1999, BANK ONE CORPORATION (the "Company") and the following
Delaware business trust sponsored by the Company: BANK ONE Capital I, BANK ONE
Capital II, BANK ONE Capital III, BANK ONE Capital IV and BANK ONE Capital V
(collectively, the "Trusts"), filed a registration statement (File No. 333-
80903) on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") relating to the public offering, pursuant
to Rule 415 under the Securities Act of 1933, as amended (the "Act"), of up to
an aggregate of $1,500,000,000 of securities of the Company and the Trusts. On
July 12, 1999, the Registration Statement was declared effective by the
Commission.
The Company and BANK ONE Capital II filed on July 26, 2000, a prospectus
supplement, subject to completion, to the Prospectus dated July 26, 2000
relating to the sale of certain preferred securities to be issued by BANK ONE
Capital II and guaranteed to the extent provided therein by the Company. The
Company and BANK ONE Capital II on August 3, 2000, filed with the Commission a
Prospectus Supplement dated August 1, 2000 (the "Prospectus Supplement") to the
Prospectus dated July 26, 2000, relating to the issuance and sale of up to
$287,500,000 in aggregate liquidation amount of preferred securities of BANK ONE
Capital II (which amount includes the full over-allotment option issued to the
underwriters named in the Prospectus Supplement (the "Underwriters")). On
August 8, 2000, the Company and BANK ONE Capital II closed on the sale to the
Underwriters of $280,000,000 in aggregate liquidation amount of preferred
securities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The exhibits listed below and attached hereto are hereby filed in connection
with and incorporated by reference into the Registration Statement (File No.
333-80903):
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.5 Underwriting Agreement by and among the Company,
BANK ONE Capital II and the underwriters named therein,
dated August 1, 2000.
4.28 Fourth Supplemental Indenture dated as of August 8, 2000
relating to the Junior Subordinated Debt Securities between
the Company and The Chase Manhattan Bank, as trustee.
4.29 Amended and Restated Certificate of Trust, dated as of
August 1, 2000, of BANK ONE Capital II.
4.30 Amended and Restated Declaration of Trust, dated
as of August 8, 2000, of BANK ONE Capital II.
4.31 Preferred Securities Guarantee Agreement dated as of August
8, 2000 between the Company, as guarantor, and The Chase
Manhattan Bank, as trustee, with respect to BANK ONE Capital
II.
8.2 Opinion of Cravath, Swaine & Moore as to certain
federal income tax matters.
23.5 Consent of Cravath, Swaine & Moore.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANK ONE CORPORATION
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(Registrant)
Date: August 14, 2000 By /s/ M. Eileen Kennedy
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Title: Treasurer
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INDEX TO EXHIBITS
Exhibit Description of Sequential Page
Number Exhibit Number
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1.5 Underwriting Agreement by and among the Company,
BANK ONE Capital II and the underwriters named therein,
dated August 1, 2000.
4.28 Fourth Supplemental Indenture dated as of August
8, 2000 relating to the Junior Subordinated Debt Securities
between the Company and The Chase Manhattan Bank, as
trustee.
4.29 Amended and Restated Certificate of Trust, dated as of
August 1, 2000, of BANK ONE Capital II.
4.30 Amended and Restated Declaration of Trust, dated
as of August 8, 2000, of BANK ONE Capital II.
4.31 Preferred Securities Guarantee Agreement dated as of August
8, 2000 between the Company, as guarantor, and The Chase
Manhattan Bank, as trustee, with respect to BANK ONE Capital
II.
8.2 Opinion of Cravath, Swaine & Moore as to certain federal
income tax matters.
23.5 Consent of Cravath, Swaine & Moore.
