UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Name of Issuer: FirsTier Financial, Inc.
Title of Class of Securities: Common Stock, with a par value of $5.00 per share
CUSIP Number: 337903108
Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications:
Roman J. Gerber, Esq., BANC ONE CORPORATION, 100 East Broad Street,
Columbus, Ohio 43271-0261, 614/248-5903
Date of Event which Requires Filing of This Statement: February 14, 1994
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box __.
Check the following box if a fee is being paid with the statement__. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
CUSIP No. 92-000310
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BANC ONE CORPORATION I.R.S. Employer Identification # 31-0738296
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not Applicable
3.
4. SOURCE OF FUNDS: 00
5.
6. CITIZENSHIP OR PLACE OF ORGANIZATION: State of Ohio
7. SOLE VOTING POWER: none
8. SHARED VOTING POWER: none
9. SOLE DISPOSITIVE POWER: none
10: SHARED DISPOSITIVE POWER: none
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: none
12.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14. TYPE OF REPORTING PERSON: CO
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, with a par value of $5.00 per
share, (the "Common Stock") of FIRSTIER FINANCIAL, INC., a corporation
organized under the laws of the State of Nebraska (the "Company"). The
principal executive offices of the Company are located at 1700 Farnam Street,
Omaha, Nebraska 68103-0443.
ITEM 2. IDENTIFY AND BACKGROUND
The following is certain information concerning the reporting person (the
"Reporting Person" or "BANC ONE"):
(a) BANC ONE CORPORATION, an Ohio corporation.
(b) The Reporting Person's principal business is a bank holding company having
the address of its principal business and its principal office at:
100 East Broad Street, Columbus, Ohio 43271.
(c) During the last five years, the Reporting Person has not been convicted in
any criminal proceeding.
(d) During the last five years, the Reporting Person was not a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which preceding it was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The original Schedule 13D related to an option granted to the Reporting Person
to purchase shares of Common Stock from the Company to the Reporting Person
which has now been terminated. As a result, this Item is not applicable.
ITEM 4. PURPOSE OF TRANSACTION
The original Schedule 13D related to an Option granted by the Company to the
Reporting Person pursuant to an Option Agreement (the "Option Agreement") dated
as of April 20, 1993 and an Agreement and Plan of Merger (the "Merger
Agreement") between the Company and the Reporting Person, dated as of April 19,
1993, both of which have now been terminated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
<PAGE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
1. Termination Agreement (Pages 5 and 6).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 22, 1994 ROMAN J. GERBER
Roman J. Gerber
Executive Vice President
TERMINATION AGREEMENT
Reference is hereby made to the Agreement and Plan of Merger, dated as of
April 19, 1993, as amended by First Agreement Amending Agreement and Plan of
Merger dated as of January 10, 1994 (the "Merger Agreement"), between FIRSTIER
FINANCIAL, INC. ("FIRSTIER") and BANC ONE BETA CORPORATION ("BANC ONE BETA")
and joined in by BANC ONE CORPORATION ("BANC ONE"). Terms not defined herein
shall have the meaning ascribed to them in the Merger Agreement.
WHEREAS, the parties entered into the Merger Agreement in order to effect a
merger of FIRSTIER into a wholly owned subsidiary of BANC ONE, upon the terms
and conditions set forth in the Merger Agreement.
WHEREAS, the parties have determined, effective as of the date of this
Termination Agreement, by the requisite vote of their respective boards of
directors, to terminate and abandon the Merger Agreement and the transactions
contemplated thereby (including the Merger).
NOW, THEREFORE, in consideration of this Termination Agreement and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Merger Agreement, and the transactions contemplated thereby
(including the Merger), are hereby terminated and abandoned pursuant to Section
26(e) thereof.
2. The parties further agree that the Option Agreement dated April 20,
1993 between FIRSTIER and BANC ONE (the "Option Agreement"), granting BANC ONE
an option on shares of FIRSTIER common stock, has expired and is terminated as
of the date of this Termination Agreement.
3. Neither FIRSTIER, BANC ONE BETA nor BANC ONE has any further
obligation under, or liabilities with respect to, the Merger Agreement and/or
the Option Agreement, or the transactions contemplated thereby (including the
Merger), and each of FIRSTIER, BANC ONE BETA and BANC ONE hereby releases the
other parties hereto from any and all obligations or liabilities with respect
to the Merger Agreement and/or the Option Agreement and the transactions
contemplated thereby (including the Merger).
IN WITNESS WHEREOF, this Termination Agreement has been executed on, and
shall be effective as of, this 14th day of February, 1994.
BANC ONE CORPORATION
ATTEST:
By: WILLIAM P. BOARDMAN
ROMAN J. GERBER William P. Boardman
Roman J. Gerber Senior Executive Vice President
Secretary
FIRSTIER FINANCIAL, INC.
ATTEST:
By: DAVID A. RISMILLER
THOMAS B. FISCHER David A. Rismiller
Thomas B. Fischer Chief Executive Officer
Secretary
BANC ONE BETA CORPORATION
ATTEST:
By: ROMAN J. GERBER
CHARLES F. ANDREWS Roman J. Gerber
Charles F. Andrews Chairman
Secretary
