SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANC ONE CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0738296
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 East Broad Street, Columbus, Ohio 43271-0261
(Address of Principal Executive Offices) (Zip Code)
Liberty National Bancorp, Inc. 1986 Stock Option Plan
First Federal Savings Bank 1992 Stock Option Plan
(Full title of the plans)
Steven Alan Bennett, General Counsel
BANC ONE CORPORATION
100 East Broad Street, Columbus, Ohio 43271-0158
(Name and address of agent for service)
614/248-7590
(Telephone number, including area code, of agent for service)
With Copies to:
Kenneth L. Wagner, Esq.
BANC ONE CORPORATION
100 East Broad Street
Columbus, Ohio 43271-0158
614-248-5304
Calculation of Registration Fee
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share(1) price fee
Common Stock 870,031 $33.625 $29,254,793 $10,088
(1) Estimated solely for purpose of computing the registration fee based upon
the average of the high and low trade prices of the Common Stock as
reported on the New York Stock Exchange on August 15, 1994.
Exhibit Index on page II-6.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
fiscal year ended December 31, 1993.
3. The Registrant's registration statement filed pursuant to Section 12
of the Exchange Act, containing a description of the Registrant's common stock,
including any amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
ITEM 6. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio General Corporation Law sets forth
provisions which define the extent to which a corporation may indemnify
directors, officers and employees. Those provisions have been adopted by the
Registrant in Article V of the Registrant's Code of Regulations. Article V
provides for the indemnification or the purchase of insurance for the benefit
of the directors, officers, employees and agents of the Registrant in the event
such persons are subject to legal action as a result of actions in their
capacities as directors, officers, employees or agents of the Registrant. The
Registrant has entered into indemnification agreements with its directors and
executive officers that provide for indemnification unless the indemnitee's
conduct is finally adjudged by a court to be knowingly fraudulent, deliberately
dishonest or willful misconduct. The Registrant indemnifies other officers,
employees or agents provided such persons acted in good faith and in a manner
which they reasonably believed to be in or not opposed to the best interest of
the Registrant or, with respect to criminal actions, had no reason to believe
was unlawful.
ITEM 7. Exemption from Registration Claimed.
Not Applicable.
ITEM 8. Exhibits.
See the Exhibit Index attached hereto.
ITEM 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement; provided,
however, that paragraphs A(1)(i) and A(1)(ii) do not apply
if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on August 17, 1994.
BANC ONE CORPORATION
By: /s/ Roman J. Gerber
Roman J. Gerber
Executive Vice President
POWER OF ATTORNEY
We, the undersigned officers and directors of BANC ONE CORPORATION, hereby
severally constitute and appoint Roman J. Gerber, George R. L. Meiling, or
William C. Leiter, and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for us and in our
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
WITNESS our hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
/s/ John B. McCoy Chairman of the Board August 17, 1994
John B. McCoy (Principal Executive
Officer & Director)
/s/ Donald L. McWhorter President and Director August 17, 1994
Donald L. McWhorter
Signature Title Date
/s/ Frederick L. Cullen Senior Vice President August 17, 1994
Frederick L. Cullen (Principal Financial
Officer)
/s/ William C. Leiter Controller (Principal August 17, 1994
William C. Leiter Accounting Officer)
/s/ Charles E. Exley Director August 17, 1994
Charles E. Exley
/s/ E. Gordon Gee Director August 17, 1994
E. Gordon Gee
/s/ John R. Hall Director August 17, 1994
John R. Hall
/s/ Laban P. Jackson, Jr. Director August 17, 1994
Laban P. Jackson, Jr.
/s/ John G. McCoy Director August 17, 1994
John G. McCoy
/s/ Rene C. McPherson Director August 17, 1994
Rene C. McPherson
/s/ Thekla R. Shackelford Director August 17, 1994
Thekla R. Shackelford
/s/ Alex Shumate Director August 17, 1994
Alex Shumate
/s/ Frederick P. Stratton, Jr. Director August 17, 1994
Frederick P. Stratton, Jr.
/s/ Romeo J. Ventres Director August 17, 1994
Romeo J. Ventres
/s/ Robert D. Walter Director August 17, 1994
Robert D. Walter
EXHIBIT INDEX
FORM S-8 REGISTRATION STATEMENT
BANC ONE KENTUCKY CORPORATION
1986 Stock Option Plan
First Federal Savings Bank 1992 Stock Option Plan
Exhibit No. Description of Exhibit Sequential Page No.
4 Amended Articles of Incorporation of the
Registrant (incorporated by reference from
Exhibit 3-1 of the Registrant's Annual Report
on Form 10-K for the year ended December 31,
1991).
5 Opinion of Steven Alan Bennett, Esq.,
General Counsel of the Registrant, regarding
the legality of the securities being offered,
including consent.
24.1 Consent of Steven Alan Bennett, Esq.,
General Counsel of the Registrant (included in
Exhibit 5 attached hereto).
24.2 Consent of Coopers & Lybrand.
25 Power of attorney of the Registrant
is contained elsewhere in Part II of this
Registration Statement.
<EX-5> Exhibit 5 BANC ONE'S OPINION
Exhibit 5
August 16, 1994
To: The Board of Directors of BANC ONE CORPORATION
I have acted as counsel to BANC ONE CORPORATION, an Ohio corporation ("BANC
ONE"), in connection with the preparation and filing of a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"),
relating to the registration of 870,031 shares of common stock, no par value,
of BANC ONE (the "Shares"). The Shares may be issued upon the exercise of
outstanding stock options under the Liberty National Bancorp, Inc. 1986 Stock
Option Plan (the "1986 Plan") and the First Federal Savings Bank 1992 Stock
Option Plan (the "1992 Plan"). Pursuant to the Merger Agreement dated as of
November 2, 1993 (as amended, the "Merger Agreement") by and between Liberty
National Bancorp, Inc. and Aaron Acquisition Corp., a wholly owned subsidiary
of BANC ONE, and joined in by BANC ONE, each of the outstanding stock options
under the 1986 Plan and the 1992 Plan (collectively, the "Outstanding Options")
has been assumed by BANC ONE and converted into an option to purchase BANC ONE
Common Stock as provided in the Merger Agreement.
With regard to this opinion and the registration of the Shares, I have examined
or caused to be examined originals, or copies certified or otherwise identified
to my satisfaction, of such documents, corporate records, and other instruments
and have made such other and further investigations as I have deemed necessary
to enable me to express the opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that the Shares which may be
issued by BANC ONE upon the exercise of the Outstanding Options, when issued
and paid for in accordance with the terms of the Outstanding Options, the Plans
and the Merger Agreement, will be duly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8. In giving this consent, I do not hereby
admit that I come within the category of persons whose consent is required
under Section 7 of the Act or the General Rules and Regulations thereunder.
Very truly yours,
/s/ Steven Alan Bennett
Steven Alan Bennett
General Counsel
</EX-5>
<EX-24> EXHIBIT 24.2 C&L CONSENT
Exhibit 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
BANC ONE CORPORATION on Form S-8 of our report which includes an explanatory
paragraph regarding the change in method of accounting for income taxes and
post-retirement benefits other than pensions in 1993, dated February 21, 1994
on our audits of the consolidated financial statements of BANC ONE CORPORATION
as of December 31, 1993 and 1992, and for the years ended December 31, 1993,
1992, and 1991, included in BANC ONE CORPORATION's Annual Report on Form 10-K
for the year ended December 31, 1993.
/s/ Coopers & Lybrand
COOPERS & LYBRAND
Columbus, Ohio
August 17, 1994
</EX-24>
