SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by a Party other than the Registrant X
Definitive Proxy Statement X
Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Name of Registrant as Specified in its Charter: BANC ONE CORP.
Name of Person(s) Filing Proxy Statement: UNITED PAPERWORKERS
INTERNATIONAL UNION
Payment of Filing Fee:
X $125 per Exchange Act Fules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2)
Filing Date: March 24, 1994
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INDEPENDENT SHAREHOLDERS' PROXY SOLICITATION
In Connection With The
1994 ANNUAL MEETING OF SHAREHOLDERS
OF
BANC ONE CORPORATION
April 19, 1994
The United Paperworkers International Union, AFL-CIO
("UPIU") furnishes this Proxy Statement in connection with its
solicitation of proxies for use at the Annual Meeting of
Shareholders of Banc One Corporation ("Banc One" or "the
Company"), 100 East Broad Street, Columbus, Ohio 43271. The
meeting is now scheduled to be held at the Greater Columbus
Convention Center, 400 North High Street, Room D-130, Columbus,
Ohio, on Tuesday, April 19, 1994, at 9:00 a.m., Columbus time.
Proxies solicited with this Proxy Statement will be used for the
following purposes:
1. To approve an Independent Shareholders' Resolution
recommending that the Board of Directors adopt a policy
that the Company shall not make, purchase or trade for
further "derivative" financial instruments except pursuant
to a program approved by the shareholders establishing the
amount, type and terms of such instruments in which
Management is authorized to invest, as such Resolution is
proposed by UPIU in this Proxy Statement;
2. To consider and act upon a proposal to approve the
1994 Key Executive Management Incentive Compensation
Plan for the Chairman and the President of Banc One
Corporation, as such proposal is made in Management's
1994 Proxy Statement;
3. To elect as directors the thirteen (13) individuals
nominated in the 1994 Proxy Statement furnished by
and on behalf of the Banc One Board of Directors (the
"Board" or "Management").
PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED
GREEN PROXY CARD AND MAIL IT IN THE
POSTAGE PRE-PAID ENVELOPE PROVIDED HEREWITH TO:
UNITED PAPERWORKERS INTERNATIONAL UNION
P. O. Box 1475
Nashville, TN 37702
INDEPENDENT SHAREHOLDERS' RESOLUTION RELATING TO
COMPANY'S TRANSACTIONS IN DERIVATIVE FINANCIAL INSTRUMENTS
UPIU proposes the following Independent Shareholders'
Resolution:
Resolved, that the Shareholders hereby recommend that the
Board of Directors adopt a policy that the Company shall not
make, purchase or trade for further "derivative" financial
instruments, except pursuant to a program approved by the
Shareholders establishing the amount, type and terms of such
instruments in which management is authorized to invest.
PRINCIPAL REASONS FOR ADOPTION
THERE IS SUBSTANTIAL REASON FOR CONCERN THAT BANC ONE'S
TRADING IN DERIVATIVE FINANCIAL INSTRUMENTS WILL HAVE
ONGOING ADVERSE EFFECT ON BANC ONE'S STOCK PRICE
UNLESS SUCH TRADING IS SUBJECT TO A PUBLICLY
DISCLOSED PROGRAM APPROVED BY THE SHAREHOLDERS
A. BANC ONE IS HEAVILY INVESTED IN DERIVATIVE INSTRUMENTS
Banc One enters into a variety of derivative financial
instruments. The most frequently used derivative products are
various types of interest rate swaps. Banc One also utilizes
interest rate futures, options, caps, floors and forwards.
(Footnote 1: Banc One's 1993 Form 10-K, p. 28, filed March 9,
1994 with the Securities and Exchange Commission, Commission File
Number 1-8552.)
Banc One is believed to have the largest derivatives
portfolio among superregional banks. (Footnote 2: "Banc One
Discloses Details of Giant Swaps Portfolio," The American Banker,
December 2, 1993 at p. 1. The UPIU has not consulted The American
Banker, nor any of the other periodicals cited in this supporting
statement, nor the authors of any of the articles cited herein,
regarding use of their articles in the UPIU's proxy materials.
The periodicals and authors cited have not agreed to the use
of their articles in the UPIU's proxy materials.) According to
The Economist, the notional or face value of Banc One's entire
off-balance sheet exposure is now about $38 billion, or about
$16 billion higher than at the start of 1993, and equal to more
than half its balance-sheet assets. (Footnote 3: "Banc One:
Costly Hedging," The Economist, December 25, 1993, p. 100
(U.K. ed. p. 104)
Banc One has been publicly identified with the strategy of
trading in derivative instruments, so much so that The Plain
Dealer termed the Company "the derivatives poster child"(Footnote
4: "Banks Caught in Derivatives Dilemma," The Plain Dealer,
March 6, 1994, p. 1G.) because of the sheer size of its
derivatives portfolio and because it has discussed its strategy
very publicly.
B. INVESTMENT IN DERIVATIVE PRODUCTS
HAS GENERATED INVESTOR ANXIETY
The use of derivative instruments has contributed to
substantial investor anxiety about the value of Banc One stock.
As of March 21, 1994, Company stock closed at $34.75 per share,
down from a 52-week high of $44.64 per share on April 13,1993.
Banc One officials have attributed part of this slide to investor
concerns about Banc One's extensive book of derivatives.(Footnote 5:
"Banc One, Comerica, First Chicago Rack Up Higher Earnings For Quarter,"
The American Banker, January 19, 1994, p. 4.) Prudential Securities
analyst George Salem downgraded Banc One from "buy" to "hold" on
November 23rd last year because of derivatives.
These investor fears have proved costly, both for the value
of Banc One shares and for the Company's ability to acquire other
banks. Banc One recently had to abandon its planned stock-swap
acquisition of FirsTier Financial Inc. in Nebraska because of the
decline in Banc One's stock price. (Footnote 7: "FirsTier Deal:
A Cautionary Tale for Banks," The American Banker, February 16,
1994, p. 1.) As The American Banker reported the collapse of
the FirsTier deal:
Banc One's stock has been sliding for six months, and
analysts say a major reason is the controversy
surrounding the company's $36.4 billion book of
derivatives. Although Banc One has gone to great
lengths to explain its use of such instruments as
interest rate swaps, its apparent inability to placate
investors has led to a major forfeiture....
"FirsTier Deal: A Cautionary Tale For Banks," February 16, 1994,
p.1.
C. THE COMPANY SHOULD ALLAY INVESTOR CONCERNS
BY ADOPTING A PUBLIC SHAREHOLDER-APPROVED
PROGRAM FOR DERIVATIVE TRANSACTIONS
Some investors and analysts are apparently concerned that
Banc One may be using derivative financial instruments to go
beyond hedging (to protect itself from fluctuations in interest
rates,) to speculation, (by taking positions that work only if
rates head in a certain direction.) (Footnote 8: "FirsTier Deal:
A Cautionary Tale for Banks," The American Banker, February 16,
1994, p. 1.) Banc One Chairman John B. McCoy has taken the
initiative to dispel such concerns, most notably by conducting
meetings for analysts and shareholders about the Company's
derivative transactions in December 1993.
The UPIU believes educational efforts like those begun by
Chairman McCoy are valuable to shore up investor confidence in
Banc One. However, the UPIU also believes that Banc One should
take the next logical step in making its derivative transaction
policies clear to the investing public. The UPIU proposes that
the Company should only purchase or sell derivative financial
instruments pursuant to a program approved by the shareholders
establishing the amounts, types and terms of such instruments in
which management is authorized to invest, and until then should
put a moratorium on new involvement in this controversial field
of investment.
The UPIU believes that the policy it proposes will allay
investor anxiety over the Company's transactions involving
derivative instruments. Investors need not remain uncertain over
the nature of Banc One's interest in such transactions, when they
may consult a public, shareholder-approved program to determine
the exact nature of the Company's authorized trading in
derivative instruments. The UPIU believes that this proposal, if
adopted, will have a healthy effect on investor confidence, and
will improve the Company's stock performance as well as its
acquisition strategy.
EFFECT OF ADOPTION OR FAILURE TO ADOPT THE RESOLUTION
The Independent Shareholders' Resolution does not require
the Company to alter any of its policies or practices relative to
transactions in derivative financial instruments. If passed, the
Resolution would only recommend that the Board of Directors adopt
a policy that the Company shall not make, purchase or trade for
further "derivative" financial instruments, except pursuant to a
program approved by the shareholders establishing the amount,
type and terms of such instruments in which management is
authorized to invest. If the Resolution is not adopted, however,
the Board will not have the benefit of a shareholder
recommendation that such a policy governing transactions in
"derivative" financial instruments be enacted.
MAJORITY VOTE NEEDED TO ADOPT
Adoption of the proposed Resolution will require the
affirmative vote of a majority of shares having voting power
present in person or represented by valid proxy at the Meeting
with respect to all matters to be considered, abstentions and
broker non-votes will not be counted as votes either "for" or
"against" any matters coming before the Annual Meeting. Your
shares will be voted FOR the resolution if you execute the
enclosed Proxy without specifically instructing UPIU how to vote.
In UPIU's view, proxies executed pursuant to Management's
Proxy Statement and form of Proxy dated March 11, 1994 cannot be
voted in any way on the Resolution, because Management will be
aware that UPIU intends to raise this issue within a reasonable
time before the Annual Meeting of this Resolution. Moreover, in
UPIU's opinion, proxies that cannot be voted on the Resolution
cannot be counted in determining whether the Resolution has been
approved by a majority of shares present at the Meeting and
eligible to vote on this issue. However, if Management re-
solicits proxies that specifically address the Resolution, such
proxies (and proxies granted pursuant to Management's March 11,
1994 solicitation that are not subsequently revoked) may be voted
on the Resolution and will be counted in determining whether the
Resolution has been duly approved.
UPIU RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
INDEPENDENT SHAREHOLDERS' RESOLUTION
**********
INFORMATION CONCERNING UPIU
UPIU is an unincorporated labor organization with principal
offices in Nashville, Tennessee. UPIU is not the authorized
collective bargaining representative for any employees of Banc
One or other businesses in the banking or financial services.
UPIU is the beneficial owner of fifty (50) shares of the
Company's common stock.
SOLICITATION OF PROXIES
UPIU expects to solicit proxies pursuant to this Proxy
Statement through the mail, by telephone, and/or through personal
interviews. UPIU will also request brokers, custodians, and
other nominees to forward solicitation materials to beneficial
owners of common stock, and such persons will be reimbursed for
their reasonable out-of-pocket expenses. Regular employees and
officers of UPIU and of its affiliates may also solicit proxies
personally and by telephone, and they will not receive any
additional compensation for such solicitation. No specially
engaged employees have been or will be employed to solicit
shareholders.
This proxy statement will also be disseminated to a number
of shareholders, including institutional shareholders, Company
directors, and a significant number of individual shareholders
with large holdings.
The cost of solicitation will be borne solely by UPIU, and
while UPIU does not know the exact cost of the solicitation at
this time, UPIU does not expect it to exceed $3,000.00. Total
expenditures to date, including printing and postage expenses,
have been approximately $50.00.
UPIU will not seek reimbursement for the costs of this
solicitation from the Company.
VOTING RIGHTS
The Company's Board of Directors has fixed the close of
business on February 25, 1994, as the record date for determining
the shareholders of the Company entitled to notice of and to vote
at the Meeting and at any adjournment thereof. As of the record
date, the Company had outstanding 346,829,498 shares of common
stock. Each holder of record of outstanding shares of common
stock on the record date is entitled to one vote for each share
held on every matter submitted to the Meeting.
REVOCATION RIGHTS
A shareholder who executes the enclosed proxy has the power
to revoke it at any time before its exercise. An exercised proxy
may be revoked either by a later-dated proxy concerning the same
matters, by voting in person at the Meeting, or by giving notice
of revocation in writing to Banc One c/o Roman J. Gerber,
Secretary of the Company, 100 East Broad Street, Columbus, Ohio
43271.
Proper execution of the enclosed Independent Shareholder
Proxy will revoke a previously executed proxy delivered to the
Company. If the enclosed proxy is executed and not revoked
thereafter, it will be voted by those herein named as you direct
on the proxy.
If you do not specifically instruct us otherwise, your
shares will be voted FOR the persons nominated by the Board for
election as director, FOR the Board's proposal to ratify its
adoption of 1994 Key Executive Management Incentive Compensation
Plan for the Chairman and the President of Banc One Corporation,
and FOR the Independent Shareholders' Resolution recommending
that the Board of Directors adopt a policy that the Company shall
not make, purchase or trade for further "derivative" financial
instruments except pursuant to a program approved by the
shareholders establishing the amount, type and terms of such
instruments in which Management is authorized to invest.
THE FOLLOWING MATTERS INCORPORATE BY REFERENCE THE
INFORMATION UNDER THE SAME HEADINGS IN MANAGEMENT'S PROXY
STATEMENT.
ELECTION OF DIRECTORS
One purpose of the meeting is to elect directors to hold
office until the 1995 Annual Meeting of Shareholders and until
their successors are duly elected and qualified. The Board has
nominated thirteen (13) individuals to serve as director, all of
whom, according to Management's 1994 Proxy Statement, are
presently directors of the Company.
On pages 3 through 5 of Management's 1994 Proxy Statement,
the Board provides the names and ages of the 13 nominees and
describes principal business experience of each during the past
five years, as well as the year each first held Company office
and/or served as a director, the shares each beneficially owns,
and the percentage holdings of outstanding shares for each
nominee. Each nominee is presently a director of the Company.
Unless authority to do so is withheld, the persons named in
the enclosed Proxy will vote the shares represented thereby for
the candidates nominated by Management in its 1994 Proxy
Statement.
KEY EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION PLAN
The Board has proposed that the shareholders ratify the
Board's adoption of the 1994 Key Executive Management Incentive
Compensation Plan for the Chairman and the President of Banc One
Corporation. On pages 17 through 19 of Management's 1994 Proxy
Statement, the Board describes that Plan and the Board's reasons
for adopting it and for seeking shareholder ratification thereof.
Unless otherwise directed on the enclosed Proxy, the persons
named therein will vote the shares represented thereby for the
ratification of the 1994 Key Executive Management Incentive
Compensation Plan for the Chairman and the President of Banc One
Corporation as proposed by Management in its 1994 Proxy
Statement.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Based on the Board's 1994 Proxy Statement at page 16, UPIU
believes that, as of January 1, 1994, the Company's directors and
officers beneficially owned as a group, approximately 3,311,736
shares, or less than 1% of the Company's outstanding common
stock.
On page 16 of the Board's 1994 Proxy Statement, the Board
has listed each person who, as of January 1, 1994, was known to
the Company to be the beneficial owner of 5% or more of the
Company's common stock, along with the amount and nature of the
beneficial ownership, and other related information.
OTHER MATTERS
UPIU knows of no other business to be presented to the
Meeting, but if other matters do properly come before the
Meeting, the persons named in the enclosed Proxy will use their
discretion to vote on such matters in accordance with their best
judgment.
SUBMISSION OF SHAREHOLDER PROPOSALS
Federal securities rules require the Company to include
certain shareholder proposals and supporting statements in
Management's Proxy Statement. If any shareholder wishes to have
a proposal included in Management's 1995 Proxy Statement, the
proposal and supporting statement must be received by the Company
on or before November 12, 1994. Shareholder proposals should be
directed to Roman J. Gerber, Secretary of the Company, 100 East
Broad St., Columbus, Ohio 43271.
UNITED PAPERWORKERS INTERNATIONAL UNION, AFL-CIO
PLEASE PROMPTLY COMPLETE, DATE, AND SIGN THE ENCLOSED
GREEN PROXY CARD AND MAIL IT IN THE POSTAGE PRE-PAID
ENVELOPE PROVIDED HEREWITH.
If your shares are held in the name of a broker, bank or
nominee, only it can sign a proxy card to vote your shares and
only upon receipt of your specific instructions to do so.
Accordingly, please contact the person responsible for your
account and give him or her the appropriate instructions to
execute the GREEN proxy card.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR
SHARES, PLEASE TELEPHONE (615) 834-8590
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PROXY FOR SHARES OF COMMON STOCK
BANC ONE CORPORATION
Annual Meeting of Shareholders
April 19, 1994
THIS PROXY IS SOLICITED ON BEHALF OF UNITED PAPERWORKERS
INTERNATIONAL UNION
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The undersigned hereby appoints Mark Brooks, and his
designees, and each of them, Proxies, with power of substitution
to each, for and in the name of the undersigned to vote, as
designated below, all the shares of Common Stock of BANC ONE
CORPORATION held of record by the undersigned as of February 25,
1994 at the Annual Meeting of Shareholders to be held on April
19, 1994 or any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed below / / WITHHOLD AUTHORITY / /
except as marked to the to vote for all
contrary below) nominees listed below
Charles E. Exley, E. Gordon Gee, John R. Hall, Laban P.
Jackson, Jr., John B. McCoy, Rene C. McPherson, Donald L.
McWhorter, Thekla R. Shackelford, Alex Shumate, Frederick P.
Stratton, Jr., Romeo J. Ventres, and Robert D. Walter.
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
_______________________________________________________________
2. Proposal to approve the 1994 Key Executive Management
Incentive Compensation Plan
For / / Against / / Abstain / /
3. Independent Shareholders' Proposal recommending that the
Board of Directors adopt a policy that the Company shall not
make, purchase or trade for further "derivative" financial
instruments, except pursuant to a program approved by the
shareholders establishing the amount, type and terms of such
instruments in which Management is authorized to invest.
For / / Against / / Abstain / /
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS
OF THE NOMINEES NAMED IN THE PROXY STATEMENT, FOR PROPOSAL 2, AND
FOR PROPOSAL 3.
The undersigned hereby acknowledges receipt of the Independent
Shareholders' Proxy Statement. Please sign exactly as name
appears hereon. When shares are held by joint tenants, both
should sign.
Date: ______________, 1994 _________________________________
(Signature)
_________________________________
(Signature)
(When signing as attorney, as
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please
sign in full corporate name by
President or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.)
Please mark, sign, date and return this Proxy promptly
using the enclosed envelope.
