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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 19, 1995
BANC ONE CORPORATION
(Exact Name of Registrant as Specified in 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 43271-0251
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (614) 248-5944
N/A
(Former Name or Former Address, If Changed Since Last Report)
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Item 5. Other Events.
On July 19, 1995, BANC ONE CORPORATION ("BANC ONE") and Premier Bancorp, Inc.,
a bank holding company headquartered in Baton Rouge, Louisiana ("Premier"),
jointly announced that they have signed an agreement for the merger of Premier
with BANC ONE. A copy of the joint press release of BANC ONE and Premier
announcing the signing of the agreement is incorporated herein by reference
and is filed as Exhibit 99.1 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 99.1 BANC ONE CORPORATION and Premier Bancorp, Inc.
Joint Press Release dated July 19, 1995
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: July 19, 1995 By: /s/ George R.L. Meiling
George R. L. Meiling
Treasurer
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For further information contact:
BANC ONE: John A. Russell (614) 248-5989
Premier: Neil Williams (504) 334-7021
FOR RELEASE: July 19, 1995
PREMIER BANCORP TO JOIN BANC ONE CORPORATION
BANC ONE CORPORATION (NYSE:ONE) and Premier Bancorp, Inc.
(NASDAQ:PRBC), a bank holding company headquartered in Baton
Rouge, Louisiana, jointly announced today that they have
signed an agreement for the merger of Premier with BANC ONE.
The announcement was made by John B. McCoy, Chairman and
Chief Executive Officer of BANC ONE, and G. Lee Griffin,
Chairman and Chief Executive Officer of Premier Bancorp.
This transaction supersedes the agreement that has been in
place since February 1991. Under the original agreement, BANC
ONE purchased $65 million of newly issued capital notes from
Premier Bancorp and received an option to acquire Premier
during the fourth or fifth year of the agreement.
Terms of the new agreement call for Premier Bancorp
shareholders to receive .617761 shares of BANC ONE stock for
each share of Premier. Based on the closing price of BANC ONE
stock on July 18th the value of the exchange is $20.15 for
each share of Premier stock. The original agreement called
for an exchange rate value of approximately $17.41 for each
share of Premier stock.
In addition to approving the proposed transaction with BANC
ONE, Premier Bancorp's Board of Directors also approved a
$.25 per share cash dividend payable August 31, 1995 to
shareholders of record as of August 15, 1995.
McCoy said, "We were able to increase the original offer
price based on the outstanding job Premier has done improving
both the credit quality and performance of their franchise.
They have expanded throughout the state and hold a dominant
position in most markets outside of New Orleans."
Griffin said, "We are very pleased to be joining BANC ONE.
The Corporation has demonstrated an exceptional ability that
enables affiliates to further increase their operating
performance through the economies afforded to a national
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BANC ONE
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financial service provider. This association will permit us
to play an even more significant role in the future growth of
Louisiana." When the affiliation is completed, Premier
Bancorp will become Banc One Louisiana Corporation.
Completion of the transaction is subject to due diligence,
regulatory approval and other conditions, and it is expected
to be completed during the fourth quarter of 1995. If the
transaction is not completed pursuant to the new agreement,
the rights of the parties set forth in the previous agreement
will remain in effect.
Premier Bancorp had assets of approximately $5.5 billion as
of June 30, 1995 and operates 150 banking offices throughout
the state. BANC ONE had assets of $86.8 billion and common
equity of $7.6 billion at June 30, 1995. BANC ONE operates
65 banks with 1,408 offices in Arizona, Colorado, Illinois,
Indiana, Kentucky, Ohio, Oklahoma, Texas, Utah, West Virginia
and Wisconsin. BANC ONE 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.
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