BANC ONE CORP /OH/
10-K/A, 1995-04-04
NATIONAL COMMERCIAL BANKS
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<PAGE>   1


   
                                 Form 10-K/A
                               AMENDMENT NO. 1
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
    
      /X/          ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended December 31, 1994
                                      OR
      / /        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-8552

                             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 Number)
        incorporation or organization)                                         
                                                         
   100 East Broad Street, Columbus, Ohio                               43271
  (Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code                (614) 248-5944
                                
Securities registered pursuant to Section 12(b) of the Act:

    Title of each class                Name of each exchange on which registered
                                  
                                                 New York Stock Exchange
        Common Stock                            Cincinnati Stock Exchange
     without par value                           Midwest Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

                Series C Convertible Preferred Stock with no par value
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
        
Yes    X                      No        
      ---                          ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. / /
        
As of February 28, 1995 the aggregate market value of the common voting stock
held by non-affiliates of the Registrant calculated by reference to the quoted
price of BANC ONE Common Stock as reported on the New York Stock Exchange was
$11,518,331,321. As of February 28, 1995 there were outstanding 393,789,105
shares of BANC ONE CORPORATION Common Stock, no par value, which stock is the
only class of Registrant's common stock. As of February 24, 1995 there were 
82,256 common stockholders of record.
        
                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1994 Annual Report to Shareholders are incorporated by
reference.  Portions of the Definitive Proxy Statement for the BANC ONE 
CORPORATION Annual Meeting to be held April 18, 1995 are incorporated by
reference into Part III.





<PAGE>   2
THIS FORM 10-K/A IS BEING FILED BY THE REGISTRANT SOLELY TO FILE THE FOLLOWING
2 SIGNATURE PAGES TO THE REGISTRANT'S FORM 10-K WHICH WAS FILED WITH THE
COMMISSION ON MARCH 29, 1995.
<PAGE>   3
   
                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


        BANC ONE CORPORATION

By:  /s/ John B. McCoy                  March 29, 1995
     -------------------------------    --------------
         John B. McCoy                       Date     
          its Chairman                   

By:  /s/ Frederick L. Cullen            March 29, 1995
     -------------------------------    --------------
         Frederick L. Cullen                 Date     
      its Chief Financial Officer


By:  /s/ William C. Leiter              March 29, 1995
     -------------------------------    --------------
         William C. Leiter                    Date     
           its Controller
    


<PAGE>   4
   
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


By: /s/ Charles E. Exley, Jr.                      March 29, 1995
    ---------------------------------------     -------------------------
    Charles E. Exley, Jr., Director                      Date

By: /s/ E. Gordon Gee                              March 29, 1995        
    ---------------------------------------     -------------------------
    E. Gordon Gee, Director                              Date

By: 
    ---------------------------------------     -------------------------
    John R. Hall, Director                               Date

By: /s/ Laban P. Jackson, Jr.                      March 29, 1995        
    ---------------------------------------     -------------------------
    Laban P. Jackson, Jr., Director                      Date

By: /s/ John B. McCoy                              March 29, 1995
    ---------------------------------------     -------------------------
    John B. McCoy, Director                              Date

By: /s/ John G. McCoy                              March 29, 1995         
    ---------------------------------------     -------------------------
    John G. McCoy, Director                              Date

By: /s/ Rene C. McPherson                          March 29, 1995           
    ---------------------------------------     -------------------------
    Rene C. McPherson, Director                          Date

By: /s/ Donald L. McWhorter                        March 29, 1995 
    ---------------------------------------     -------------------------
    Donald L. McWhorter, Director                        Date

By: /s/ Richard L. Scott                           March 29, 1995
    ---------------------------------------     -------------------------
    Richard L. Scott, Director                           Date

By: /s/ Thekla R. Shackelford                      March 29, 1995        
    ---------------------------------------     -------------------------
    Thekla R. Shackelford, Director                      Date

By: /s/ Alex Shumate                               March 29, 1995
    ---------------------------------------     -------------------------
    Alex Shumate, Director                               Date

By: /s/ Frederick P. Stratton, Jr.                 March 29, 1995        
    ---------------------------------------     -------------------------
    Frederick P. Stratton, Jr., Director                 Date

By: /s/ Romeo J. Ventres                           March 29, 1995        
    ---------------------------------------     -------------------------
    Romeo J. Ventres, Director                           Date

By: 
    ---------------------------------------     -------------------------
    Robert D. Walter, Director                           Date
    
<PAGE>   5
   
                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


        BANC ONE CORPORATION


By:  /s/ William C. Leiter              April 4, 1995
     -------------------------------    --------------
         William C. Leiter                   Date     
            its Controller
    


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