SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 25, 1994
BANC ONE CORPORATION
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of incorporation)
1-8552 31-0738296
(Commission File Number) (IRS Employer Identification No.)
100 East Broad Street, Columbus, Ohio 43271
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, include area code:
614/248-5944
(Former name or former address, if changed since last report
Item 5. Other Events.
On January 25, 1994 the Board of Directors of BANC ONE
CORPORATION declared a 10% stock dividend on BANC ONE Common
Stock and authorized the purchase of up to 10 million shares of
BANC ONE Common Stock for use in the acquisition of Premier
Bancorp, Inc. A copy of the press release announcing such action
is annexed hereto and incorporated herein by reference as Exhibit
28.1.
On January 26, 1994, Mid States Bancshares, Inc., Moline,
Illinois, with whom BANC ONE has executed a Merger Agreement,
postponed the shareholders' meeting held to approve the
transaction. A copy of the press release of Mid States
Bancshares announcing such postponement is annexed hereto and
incorporated herein by reference as Exhibit 28.2.
Item 7. Financial Statements and Exhibits.
Exhibit 28.1 BANC ONE CORPORATION
Press Release dated January 25, 1994
Exhibit 28.2 Mid States Bancshares, Inc.
Press Release dated January 27, 1994
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
BANC ONE CORPORATION
(Registrant)
Date: January 27, 1994 By: WILLIAM C. LEITER
William C. Leiter
Controller and Chief
Accounting Officer
BANC ONE CORPORATION
100 East Broad Street
Columbus, Ohio 43271-1240 News Release
For further information contact:
Jacqueline R. Soak (614) 248-1280
John A. Russell (614) 248-5989
George R. L. Mailing (614) 248-5908
FOR RELEASE: 12:00 noon, January 25, 1994
BANC ONE DECLARES A 10% STOCK AND CASH DIVIDEND INCREASE,
AND REPURCHASE OF UP TO 10 MILLION COMMON SHARES
BANC ONE CORPORATION, Columbus Ohio (NYSE:ONE) John B. McCoy,
Chairman and Chief Executive Officer of BANC ONE, announced that
the Corporation's board of directors approved a 10% stock
dividend payable on March 4, 1994 to shareholders of record as of
February 16, 1994. This represents the thirteenth 10% stock
dividend declared since 1968. The cash dividend of 31 cents per
share will be paid March 31, 1994 to shareholders of record on
March 15, 1994. This dividend, which will be paid on the new
shares as a result of the stock dividend, represents an effective
increase in the cash dividend of 10%. Over the last ten years
BANC ONE's cash dividend has been increased on fifteen occasions
and has grown at an annual compound rate in excess of 14%. Since
the first quarter of 1993, dividends have been increased by
21.8%.
McCoy indicated, "This truly has been another outstanding year
for BANC ONE. We couldn't be more pleased with the earnings
performance of our affiliates throughout the company."
On January 18, 1994, BANC ONE CORPORATION, for the first time in
its history, reported yearly net income exceeding $1 billion.
Net income was $1.14 billion compared to restated 1992 net income
of $877 million. Earnings per share for 1993 of $3.28 grew 30%
over 1992 earnings of $2.52. This represents a continuation of
BANC ONE's record of increased earnings every year since the
corporation was founded in 1968.
In other action, the board of directors also approved the
purchase of up to 10 million shares of BANC ONE common stock for
use in the acquisition of Premier Bancorp, Inc., in Baton Rouge,
Louisiana. BANC ONE has an option to purchase Premier Bancorp
between June 30, 1995 and March 31, 1997. Premier Bancorp has
assets of $4.2 billion and serves all principal markets in
Louisiana with 109 banking offices. The acquisition is subject
to regulatory approval.
BANC ONE CORPORATION had assets of $79.9 billion as of December
31, 1993, and common equity of $6.8 billion. BANC ONE operates
82 banks with 1,331 offices in Arizona, California, Colorado,
Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Texas,
Utah, West Virginia and Wisconsin. BANC ONE CORPORATION also
operates several additional corporations that engage in data
processing, venture capital, investment and merchant banking,
trust, brokerage, investment management, equipment leasing,
mortgage banking, consumer finance and
insurance.
######
MID STATES
BANCSHARES, INC.
Subsidiary First National Bank of Moline
Contact: T. H. Robinson, President and Chief Executive Officer
(309/757-8490)
Date: January 27, 1994
FOR IMMEDIATE RELEASE
MID STATES POSTPONES MEETING OF SHAREHOLDERS
Thomas H. Robinson, President and Chief Executive Officer of Mid
States Bancshares, Inc., a single bank holding company operating
the First National Bank of Moline, Illinois, reported the
following to the company's shareholders.
The Merger Agreement with BANC ONE contained a provision
permitting Mid States to terminate the Merger Agreement if during
the January 11-24, 1994 evaluation period (during which the
market price of BANC ONE's Common Stock was averaged), the
average market price of BANC ONE (the "Evaluation Period Price")
was below $41.60. This provision is called the "walk-away"
provision. In fact, the evaluation period price was $37.14.
Also, the company's financial advisor, Donaldson, Lufkin &
Jenrette ("DLJ"), had, at the Board of Directors' direction,
specifically excluded from their fairness opinion the situation
where the evaluation period price was below $41.60. DLJ's
fairness opinion was a major supporting factor for your Board of
Directors' recommendation in favor of the transaction.
Inasmuch as the Board of Directors remains committed to the
proposition that a merger with BANC ONE is in the best interest
of Mid States, its shareholders, employees, customers, and
depositors, as well as our Quad City community, the Board of
Directors chose not to exercise the "walk-away" at this time.
We, along with our financial/legal advisors, have entered into
further discussions with BANC ONE which we are hopeful will
permit us to go forward with the transaction. However, BANC ONE
has indicated to us that they will not increase the exchange
ratio which would increase the number of shares issued to Mid
States Shareholders in the transaction. The exchange ratio will
remain 2.475 BANC ONE shares to one Mid States share, subject to
adjustment for BANC ONE stock dividends and stock splits.
With all this in mind, the Board of Directors chose to postpone
the Special Meeting without voting on the merger. This
postponement allows time for further discussions with BANC ONE>
We expect to successfully conclude those discussions and report
back to the shareholders at an early date.
Any proxy previously delivered in connection with the Special
Meeting will not be used. We expect to deliver a new proxy
statement and ask for a new proxy at such time as we set the new
date for the Special Meeting.
As previously stated, the Board of Directors continues to believe
that a merger with BANK ONE remains in the best interests of our
company, as well as its shareholders.
