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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BANK ONE Capital II
BANK ONE CORPORATION
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(Exact name of registrant as specified in their charter)
Delaware APPLIED FOR
Delaware 31-0738296
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
BANK ONE CORPORATION
1 Bank One Plaza
Chicago, Illinois 60670
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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8.500% Preferred Securities New York Stock Exchange
issued by BANK ONE
Capital II (and the
Guarantee by BANK
ONE CORPORATION
with respect thereto)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box [X].
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box [_].
Securities to be registered pursuant to Section 12(g) of the Act:
Notes
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby consist of the 8.500%
Preferred Securities (the "Preferred Securities"), representing undivided
beneficial interests in the assets of BANK ONE Capital II, a statutory business
trust created under the laws of the State of Delaware (the "Trust"), together
with the Preferred Securities Guarantee (the "Guarantee") by BANK ONE
CORPORATION (the "Company"), a Delaware corporation, in favor of the holders of
the Preferred Securities.
For a description of the Preferred Securities, reference is made to the
information set forth in the prospectus dated July 26, 2000, under the heading
"Description of the Preferred Securities" and "Description of Preferred
Securities Guarantees" and the information set forth in the prospectus
supplement dated August 1, 2000 under the headings "Description of the Preferred
Securities," "Description of Guarantee" and "Effect of Obligations Under the
Junior Subordinated Debt Securities and the Preferred Securities Guarantee"
filed with the Securities and Exchange Commission (the "Commission") pursuant to
Rule 424(b) on August 3, 2000, which descriptions are incorporated herein by
reference. The prospectus and prospectus supplement constitute part of the
Registration Statement on Form S-3 (File No. 333-80903) filed by the Company and
the Trust with the Commission. Definitive copies of the prospectus and the
prospectus supplement describing the terms of the Preferred Securities have been
filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and
are incorporated by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
2.1 Amended and Restated Certificate of Trust of BANK ONE Capital II
(incorporated herein by reference to Exhibit 4.29 to the Company's Current
Report on Form 8-K dated August 14, 2000).
2.2 Amended and Restated Declaration of Trust dated as of August 8, 2000 used
in connection with the issuance of the Preferred Securities (incorporated
herein by reference to Exhibit 4.30 to the Company's Current Report on
Form 8-K dated August 14, 2000).
2.3 Indenture for Junior Subordinated Debt Securities, between the Company and
The Chase Manhattan Bank, as Trustee (the "Indenture") (incorporated herein
by reference to Exhibit 4(d) to the First Chicago NBD Corporation's
Registration Statement on Form S-3 (File No. 333-15649)).
2.4 Fourth Supplemental Indenture to the Indenture, dated as of August 8, 2000
(incorporated herein by reference to Exhibit 4.28 to the Company's Current
Report on Form 8-K dated August 14, 2000).
2.5 Form of Preferred Security (included in Exhibit 2.2).
2.6 Preferred Securities Guarantee Agreement, dated as of August 8, 2000
(incorporated herein by reference to Exhibit 4.31 to the Company's Current
Report on Form 8-K dated August 14, 2000).
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
BANK ONE CAPITAL II
By /s/ Charles W. Scharf
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Name: Charles W. Scharf
Title: Regular Trustee
By /s/ M. Eileen Kennedy
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Name: M. Eileen Kennedy
Title: Regular Trustee
By /s/ Laurence Goldman
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Name: Laurence Goldman
Title: Regular Trustee
BANK ONE CORPORATION,
Sponsor of the registrant and Guarantor
under the Preferred Securities Guarantee
By /s/ M. Eileen Kennedy
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Name: M. Eileen Kennedy
Title: Treasurer
Dated: August 15, 2000
