<PAGE>
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 24, 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
(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)
</PAGE>
<PAGE>
Item 5. Other Events.
On July 24, 1995, BANC ONE CORPORATION ("BANC ONE") announced that it has
advised the Board of Directors of the Bank of Boston Corporation that the $45
per share offer made on July 21, 1995 has been withdrawn. A copy of BANC
ONE's press release announcing the withdrawal of the offer (which press
release erroneously refers to the date of the offer as July 24, 1995,
rather than July 21, 1995) 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 Press Release dated July 24, 1995.
</PAGE>
<PAGE>
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 24, 1995 By: /S/ GEORGE R.L. MEILING
George R. L. Meiling
Treasurer
</PAGE>
<PAGE>
For further information contact:
George R.L. Meiling 614/248-5908
John A. Russell 614/248-5989
FOR RELEASE: 9:30, am July 24, 1995
BANC ONE INDICATES THAT IT HAS WITHDRAWN
ITS OFFER TO ACQUIRE BANK OF BOSTON
BANC ONE CORPORATION, Columbus, Ohio (NYSE:ONE) indicated that it has advised
the Board of Directors of the Bank of Boston that the $45 per share offer made
on July 24th has been withdrawn.
John B. McCoy, Chairman and Chief Executive Officer of BANC ONE, said, "We made
an offer for the Bank of Boston because we have stated interest in the region
and the company has significantly improved its performance over the last two
years. It's one of the last major banks in new England and would be an
important addition to a national franchise." He continued, "We believe that
the offer we made created more value for the Bank of Boston shareholders than
the proposed merger of equals with CoreStates. McCoy added, "The Bank of
Boston Board of Directors took the right action by terminating the proposed
transaction with CoreStates and we would welcome an opportunity to talk to
the Bank of Boston about a possible affiliation with BANC ONE under more
normal circumstances."
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.
</PAGE>