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):
February 14, 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 February 14, 1994 BANC ONE CORPORATION and FirsTier Financial,
Inc., Omaha, Nebraska, terminated the Agreement and Plan of
Merger between BANC ONE and FirsTier Financial. A copy of the
joint press release of BANC ONE and FirsTier Financial announcing
the termination is annexed hereto and incorporated herein by
reference as Exhibit 28.1.
Item 7. Financial Statements and Exhibits.
Exhibit 28.1 BANC ONE CORPORATION and FirsTier
Financial, Inc.
Joint Press Release dated February 14,
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: February 17, 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:
BANC ONE: John A. Russell (614) 248-5989
David F. Griebel (402) 348-6465
FOR RELEASE: February 14, 1994
FIRSTIER FINANCIAL AND BANC ONE TERMINATE
AFFILIATION AGREEMENT
BANC ONE CORPORATION (NYSE:ONE) and FirsTier Financial, Inc.,
(NASDAQ:FRST), a multi-bank holding company headquartered in
Omaha, Nebraska, jointly announced today that they have
terminated the agreement for the merger of FirsTier Financial
with BANC ONE. The announcement was made by John B. McCoy,
Chairman and Chief Executive Officer of BANC ONE, and David
A. Rismiller, Chairman and Chief Executive Officer of
FirsTier Financial, Inc.
Terms of the agreement announced in April 1993 called for an
exchange ratio that would have provided FirsTier stockholders
with a value of $60 for each FirsTier common share and a
total value of $712 million. During the last year the banking
industry, including BANC ONE, has experienced a reduction in
share values. Based on the $32.625 closing price of BANC ONE
common stock on Friday, February 11, 1994, the value of the
transaction at the adjusted exchange ratio is $44.86 per
share or a total value of $535 million. FirsTier requested
BANC ONE to increase the exchange ratio to produce a value
equal to the $52 per share walk-away price in the merger
agreement. BANC ONE declined the FirsTier request. BANC ONE
also had a letter of intent for the affiliation of Nebraska
Capital Corporation, a single-bank holding company operating
Havelock Bank in Lincoln, Nebraska with assets of $95
million. This transaction was subject to the affiliation of
FirsTier Financial and therefore has also been terminated.
McCoy said, "FirsTier Financial, Inc. is an exceptional
banking company. However, we have a policy of protecting
current BANC ONE shareholders by not accepting dilution in an
affiliation transaction. This policy prevents us from
increasing the previously agreed upon exchange rate for
FirsTier."
David A. Rismiller, Chairman and Chief Executive Officer of
FirsTier Financial, Inc., said, "We are disappointed that
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BANC ONE
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this merger could not be completed. We continue to believe
BANC ONE is one of the premier banking organizations in the
country, but we must ensure full economic value for our
shareholders. FirsTier will get back to doing what it does
best, and that is running one of the best financial companies
in the industry. Management and the FirsTier Financial board
of directors will work with Morgan Stanley & Co. to assess
various strategic alternatives for enhancing shareholder
value, including potential mergers and acquisitions."
FirsTier Financial, Inc. is a major Nebraska-based bank
holding company and had assets of approximately $3.1 billion
as of December 31, 1993. FirsTier operates 45 offices of four
banks in 12 Nebraska communities.
BANC ONE CORPORATION is headquartered in Columbus, Ohio. BANC
ONE CORPORATION had assets of $79.9 billion as of December
31, 1993 and common equity of $6.8 billion. BANC ONE
operates 81 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.
