<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BANC ONE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
31-0738296
(I.R.S. EMPLOYER
OHIO IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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100 EAST BROAD STREET, COLUMBUS, OHIO 43271, (614) 248-5944
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
STEVEN ALAN BENNETT, ESQ. BANC ONE CORPORATION 100 EAST BROAD STREET COLUMBUS,
OHIO 43271-0158 (614) 248-6488
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
WITH COPIES TO:
KENNETH L. WAGNER B. ROBBINS KIESSLING, ESQ.
ASSOCIATE COUNSEL CRAVATH, SWAINE & MOORE
BANC ONE CORPORATION WORLDWIDE PLAZA
100 EAST BROAD STREET 825 EIGHTH AVENUE
COLUMBUS, OHIO 43271-0158 NEW YORK, NEW YORK 10019
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, subject to
market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED AMOUNT OF
AMOUNT MAXIMUM MAXIMUM REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE FEE
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE (2) (3)
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<S> <C> <C> <C> <C>
Debt Securities.................. N/A N/A $900,000,000(1) $310,345
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</TABLE>
(1) In no event will the aggregate initial offering price of the Debt
Securities issued under this Registration Statement, and not previously
registered under the Securities Act of 1933, exceed $900,000,000, or the
equivalent thereof in one or more foreign or composite currencies.
(2) Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
(3) In accordance with Rule 429 under the Securities Act of 1933, the
Prospectus included herein is a combined prospectus which also relates to
the Registrant's Registration Statement on Form S-3, File No. 33-35971
(the "Prior Registration Statement"). This Registration Statement, which
is a new registration statement, also constitutes the first post-effective
amendment to the Prior Registration Statement. The amount of securities
eligible to be sold under the Prior Registration Statement ($100,000,000
as of June 30, 1995) shall be carried forward to this Registration
Statement. Such post-effective amendment shall hereafter become effective
concurrently with the effectiveness of this Registration Statement in
accordance with Section 8(a) of the Securities Act of 1933. The amount of
the filing fee associated with such securities that was previously paid
with the Prior Registration Statement is $25,000.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, JUNE , 1995
PROSPECTUS
[LOGO OF BANC ONE CORPORATION GOES HERE]
BANC ONE CORPORATION
DEBT SECURITIES
BANC ONE CORPORATION ("BANC ONE") may issue from time to time, together or
separately, in one or more series, its unsecured debt securities ("Debt
Securities"), which may be either senior (the "Senior Securities") or
subordinated (the "Subordinated Securities") in priority of payment, in
amounts, at prices and on terms to be determined at the time of the offering.
BANC ONE may issue Debt Securities for proceeds up to an aggregate of
$1,000,000,000, or the equivalent thereof if any of the Debt Securities are
denominated in a foreign currency or a foreign currency unit, including the
European Currency Unit ("ECU"). The Debt Securities of each series will be
offered on terms determined at the time of sale. The Debt Securities may be
sold for U.S. dollars, foreign currencies or foreign currency units, and the
principal of, and any interest on, the Debt Securities may be payable in U.S.
dollars, foreign currencies or foreign currency units.
The Senior Securities will rank equally with all other unsubordinated and
unsecured indebtedness of BANC ONE. The Subordinated Securities will be
unsecured and subordinated as described under "Subordinated Securities".
Unless otherwise specified in the Prospectus Supplement relating to
Subordinated Securities, payment of the principal of Subordinated Securities
may be accelerated only in the case of certain events involving the bankruptcy
or insolvency of BANC ONE, and no right of acceleration will exist in the case
of default in the payment of principal or interest or in the performance of any
covenant.
When a particular series of Debt Securities, in respect of which this
Prospectus is being delivered, is offered, a supplement to this Prospectus (the
"Prospectus Supplement") setting forth certain terms of the offered Debt
Securities will be delivered together with this Prospectus. The applicable
Prospectus Supplement, among other things and where applicable, will include
the specific designation, priority, aggregate principal amount, currency or
currency unit, rate (or method of calculation) and time of payment of any
interest, authorized denominations, maturity, offering price, place or places
of payment, redemption terms, terms of any repayment at the option of the
holder, special provisions relating to Debt Securities in bearer form, terms
for sinking fund payments, provisions regarding original issue discount
securities and other terms of such Debt Securities.
The Prospectus Supplement will also contain information, where applicable,
about certain U.S. federal income tax considerations relating to, and any
listing on a securities exchange of, the Debt Securities covered by the
Prospectus Supplement.
(Continued)
----------
THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF
ANY BANK OR NONBANK SUBSIDIARY OF BANC ONE AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------
The date of this Prospectus is , 1995.
<PAGE>
The Debt Securities may be sold by BANC ONE directly, through agents
designated from time to time, through underwriting syndicates led by one or
more managing underwriters or through one or more underwriters acting alone.
If any agent of BANC ONE, or any underwriter, is involved in the sale of the
Debt Securities, the name of such agent or underwriter, the principal or
stated amount to be purchased by it, any applicable commissions or discounts
and the net proceeds to BANC ONE from such sale will be set forth in, or may
be calculated from, the Prospectus Supplement. BANC ONE may also issue
contracts under which the counterparty may be required to purchase Debt
Securities. Such contracts would be issued with the Debt Securities in
amounts, at prices and on terms to be set forth in the applicable Prospectus
Supplement. The aggregate net proceeds to BANC ONE from the sale of all the
Debt Securities will be the public offering or purchase price of the Debt
Securities sold less the aggregate of such commissions and discounts and other
expenses of issuance and distribution. See "Plan of Distribution".
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFERING MADE
HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY BANC ONE OR BY ANOTHER PERSON. THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
AVAILABLE INFORMATION
BANC ONE is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates, concerning
directors and executive officers, their compensation, options granted to them,
the principal holders of securities of BANC ONE and any material interest of
such persons in transactions with BANC ONE is disclosed in proxy statements
distributed to stockholders of BANC ONE and filed with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the Public Reference Room of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's Regional Offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade
Center (13th Floor), New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, such
reports, proxy statements and other material concerning BANC ONE can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York.
BANC ONE has filed with the Commission a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Debt Securities being offered by this Prospectus. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and regulations
of the Commission. For further information with respect to BANC ONE and the
Debt Securities, reference is made to the Registration Statement, including
the exhibits thereto. The Registration Statement may be inspected by anyone
without charge at the principal office of the Commission in Washington, D.C.
and copies of all or any part of it may be obtained from the Commission upon
payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by BANC ONE with the Commission
pursuant to Section 13 of the Exchange Act are incorporated herein by
reference:
(i) BANC ONE's Annual Report on Form 10-K for the year ended December 31,
1994 (as amended by Form 10-K/A filed April 4, 1995); and
(ii) BANC ONE's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
3
<PAGE>
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN WITHOUT CHARGE, UPON
WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS).
REQUESTS SHOULD BE ADDRESSED TO BANC ONE CORPORATION, 100 EAST BROAD STREET,
COLUMBUS, OHIO 43271-0251, ATTENTION: JACQUELINE R. SPAK, (614) 248-1280.
4
<PAGE>
BANC ONE CORPORATION
BANC ONE is a multi-bank holding company that, at March 31, 1995, had a
total of 65 bank subsidiaries (the "affiliate banks") in Arizona, Colorado,
Illinois, Indiana, Kentucky, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. At March 31, 1995, BANC ONE had consolidated total assets of $87.8
billion, consolidated total deposits of $65.4 billion and consolidated total
stockholders' equity of $7.7 billion (8.8% of its consolidated total assets).
At March 31, 1995, BANC ONE ranked 8th among the nation's publicly owned bank
holding companies in terms of consolidated average total assets and 6th in
terms of consolidated average common equity. BANC ONE's 1994 consolidated net
income of $1.01 billion ranked 7th among the nation's publicly owned bank
holding companies.
At December 31, 1994 BANC ONE's affiliate banks held the largest statewide
share of total bank deposits in Arizona and Kentucky, the second largest share
of such deposits in Indiana, Ohio and West Virginia, and the third largest
share of such deposits in Colorado, Wisconsin and Texas. BANC ONE has smaller
statewide market shares in the other states in which BANC ONE operates banks.
At March 31, 1995, except for Bank One Texas, N.A., no single BANC ONE
affiliate bank accounted for more than 20% of BANC ONE's consolidated total
assets. BANC ONE also operates additional corporations that engage in data
processing, venture capital, investment and merchant banking, trust,
brokerage, investment management, equipment leasing, mortgage banking, credit
card, consumer finance and insurance.
Since its formation in 1968, BANC ONE has acquired over 100 banking
institutions and the number of banking offices of its affiliate banks has
increased from 24 to over 1,400. BANC ONE continues to explore opportunities
to acquire banks and nonbank companies permitted by the Bank Holding Company
Act. Discussions are continually being carried on relating to such
acquisitions. It is not presently known whether, or on what terms, such
discussions will result in further acquisitions. Such acquisitions may be
pending, from time to time, during the time that the Debt Securities are being
offered. BANC ONE's acquisition strategy is flexible in that it does not
require BANC ONE to effect specific acquisitions so as to enter certain
markets or to attain specified growth levels. Rather than being market driven
or size motivated, BANC ONE's acquisition strategy reflects BANC ONE's
willingness to consider potential acquisitions wherever and whenever such
opportunities arise based on the then-existing market conditions and other
circumstances. Banks to be acquired must be of sufficient size to support and
justify having management of a caliber capable of making lending and other
management decisions at the local level under BANC ONE's operating philosophy.
BANC ONE also is willing from time to time to acquire a smaller bank when it
can be acquired through a reorganization into an existing affiliate. BANC
ONE's interest in the acquisition of nonbank companies has been limited to
bank-related services with which BANC ONE already has familiarity. BANC ONE's
acquisitions may be made by the exchange of stock, through cash purchases and
with other consideration.
BANC ONE is a legal entity separate and distinct from its affiliate banks
and its nonbanking subsidiaries (collectively, the "affiliates"). Accordingly,
the right of BANC ONE, and thus the right of BANC ONE's creditors and
shareholders, to participate in any distribution of the assets or earnings of
any affiliate is necessarily subject to the prior claims of creditors of the
affiliate except to the extent that claims of BANC ONE in its capacity as a
creditor may be recognized. The principal sources of BANC ONE's revenues are
dividends and fees from its affiliates. See "Regulatory Matters" for a
discussion of the restrictions on the affiliate banks' ability to pay
dividends to BANC ONE.
BANC ONE is incorporated in Ohio and has functioned as a multi-bank holding
company since 1968. Its executive offices are located at 100 East Broad
Street, Columbus, Ohio 43271, and its telephone number is (614) 248-5944.
5
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS YEARS ENDED DECEMBER 31,
ENDED ----------------------------
MARCH 31, 1995 1994 1993 1992 1991 1990
-------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding interest on deposits..... 3.65x 3.40x 6.08x 5.17x 3.21x 2.55x
Including interest on deposits..... 1.65 1.66 1.97 1.58 1.31 1.23
</TABLE>
Earnings are comprised of income before income taxes, change in accounting
principle and equity in earnings of Bank One, Texas, N.A., plus fixed charges.
Fixed charges include interest expense (including the interest factor of
capitalized leases, capitalized interest and amortization of deferred debt
expense) plus the portion of rental payments under operating leases deemed to
be interest. Results of Bank One, Texas, N.A. are consolidated beginning
October 1, 1991.
USE OF PROCEEDS
BANC ONE currently intends to use the net proceeds from the sale of any Debt
Securities for general corporate purposes, which may include the reduction of
short-term indebtedness, investments at the holding company level, investments
in or extensions of credit to its affiliates and other banks and companies
engaged in other financial service activities, possible acquisitions and such
other purposes as may be stated in any Prospectus Supplement. Pending such
use, the net proceeds may be temporarily invested. The precise amounts and
timing of the application of proceeds will depend upon the funding
requirements of BANC ONE and its affiliates and the availability of other
funds. Except as may be described in any Prospectus Supplement, specific
allocations of the proceeds to such purposes will not have been made at the
date of such Prospectus Supplement. Based upon the historical and anticipated
future growth of BANC ONE and the financial needs of its affiliates, BANC ONE
may engage in additional financings of a character and amount to be determined
as the need arises.
REGULATORY MATTERS
GENERAL
BANC ONE is subject to the supervision of, and to regular inspection by, the
Board of Governors of the Federal Reserve System (the "Federal Reserve"). BANC
ONE's principal affiliate banks are organized as national banking
associations, which are subject to regulation by the Office of the Comptroller
of the Currency ("OCC"). In addition, various state authorities regulate BANC
ONE's state affiliate banks, and all of BANC ONE's affiliate banks are subject
to regulation in some degree by the Federal Reserve and the Federal Deposit
Insurance Corporation (the "FDIC"). In addition to banking laws, regulations
and regulatory agencies, BANC ONE and its affiliates are subject to various
other laws, regulations and regulatory agencies, all of which directly or
indirectly affect BANC ONE's operations, management and ability to make
distributions. The following discussion summarizes certain aspects of those
laws and regulations that affect BANC ONE.
Proposals to change the laws and regulations governing the banking industry
are frequently raised in Congress, in the state legislatures and by the
various bank regulatory agencies. The likelihood and timing of any legislative
or regulatory changes and the impact such changes might have on BANC ONE and
its affiliates are difficult to determine.
BANC ONE's affiliate banks are affected by various state and federal laws
and by the fiscal and monetary policies of the federal government and its
agencies, including the Federal Reserve. An important purpose of these fiscal
and monetary policies is to curb inflation and limit recessions through
control of the supply of money and credit. The Federal Reserve uses its powers
to regulate reserve requirements of its member banks, to set the discount rate
on extensions of credit to insured depository institutions and to conduct open
market operations in United States government securities so as to exercise
control over the supply of money and credit. These policies
6
<PAGE>
directly affect the amount of, and the interest rates on, bank loans and
deposits, and this materially affects bank earnings. Future policies of the
Federal Reserve and other authorities and their effect on future bank earnings
cannot be predicted. Similarly, future changes in state and federal laws and
wage, price and other economic restraints of the federal government and their
effect on future bank earnings cannot be predicted.
HOLDING COMPANY STRUCTURE
BANC ONE is a legal entity separate and distinct from its affiliates.
Accordingly, the right of BANC ONE, and thus the rights of BANC ONE's
creditors and shareholders, to participate in any distribution of the assets
or earnings of any affiliate is necessarily subject to the prior claims of
creditors of such affiliate, except to the extent that claims of BANC ONE in
its capacity as a creditor may be recognized. The principal sources of BANC
ONE's revenues are dividends and fees from its affiliates.
BANC ONE's affiliate banks are subject to restrictions under federal law
which limit the transfer of funds by the affiliate banks to BANC ONE and its
nonbanking subsidiaries, whether in the form of loans, extensions of credit,
investments, or asset purchases. Such transfers by any affiliate bank to BANC
ONE or any nonbanking subsidiary are limited in amount to 10% of the bank's
capital and surplus and, with respect to the Corporation and all such
nonbanking subsidiaries, to an aggregate of 20% of such bank's capital and
surplus. Furthermore, such loans and extensions of credit are required to be
secured in specified amounts.
The Federal Reserve has a policy to the effect that a bank holding company
is expected to act as a source of financial and managerial strength to each of
its subsidiary banks and to maintain resources adequate to support each such
subsidiary bank. This support may be required at times when BANC ONE may not
have the resources to provide it. Any capital loans by BANC ONE to any of the
affiliate banks are subordinate in right of payment to deposits and to certain
other indebtedness of such affiliate bank. In addition, in the event of a bank
holding company's bankruptcy any commitment by the bank holding company to a
federal bank regulatory agency to maintain the capital of a subsidiary bank
will be assumed by the bankruptcy trustee and entitled to a priority of
payment.
A depository institution insured by the FDIC can be held liable for any loss
incurred by, or reasonably expected to be incurred by, the FDIC after August
9, 1989, in connection with (i) the default of a commonly controlled FDIC-
insured depository institution or (ii) any assistance provided by the FDIC to
a commonly controlled FDIC-insured depository institution in danger of
default. "Default" is defined generally as the appointment of a conservator or
receiver and "in danger of default" is defined generally as the existence of
certain conditions indicating that a "default" is likely to occur in the
absence of regulatory assistance.
Federal law (12 U.S.C. Section 55) permits the OCC to order the pro rata
assessment of shareholders of a national bank whose capital stock has become
impaired, by losses or otherwise, to relieve a deficiency in such national
bank's capital stock. This statute also provides for the enforcement of any
such pro rata assessment of shareholders of such national bank to cover such
impairment of capital stock by sale, to the extent necessary, of the capital
stock of any assessed shareholder failing to pay the assessment. Similarly,
the laws of certain states provide for such assessment and sale with respect
to banks chartered by such states. BANC ONE, as the sole shareholder of its
affiliate national banks, is subject to such provisions.
CAPITAL REQUIREMENTS
BANC ONE is subject to capital ratios, requirements and guidelines imposed
by the Federal Reserve, which are substantially similar to the ratios,
requirements and guidelines imposed by the Federal Reserve, the OCC and the
FDIC on the banks within their respective jurisdictions. These capital
requirements establish higher capital standards for banks and bank holding
companies that assume greater credit risks. For this purpose, a bank's or
holding company's assets and certain specified off-balance sheet commitments
are assigned to four risk categories, each weighted differently based on the
level of credit risk that is ascribed to such assets or commitments. A bank's
or holding company's capital, in turn, is divided into two tiers: core ("Tier
1") capital, which includes common equity, non-cumulative perpetual preferred
stock and related surplus (excluding auction
7
<PAGE>
rate issues), and minority interests in equity accounts of consolidated
subsidiaries, less goodwill, certain identifiable intangible assets and
certain other assets; and supplementary ("Tier 2") capital, which includes,
among other items, perpetual preferred stock not meeting the Tier 1
definition, mandatory convertible securities, subordinated debt and allowances
for loan and lease losses, subject to certain limitations, less certain
required deductions.
BANC ONE, like other bank holding companies, currently is required to
maintain Tier 1 and total capital (the sum of Tier 1 and supplementary
capital) equal to at least 4% and 8% of its total risk-weighted assets,
respectively. At March 31, 1995 BANC ONE met both requirements, with Tier 1
and total capital equal to 10.23% and 13.62% of its total risk-weighted
assets, respectively.
The Federal Reserve also requires bank holding companies to maintain a
minimum "leverage ratio" (Tier 1 capital to adjusted total assets) of 3%, if
the holding company has the highest regulatory rating and meets certain other
requirements, or of 3% plus an additional cushion of at least 100 to 200 basis
points if the holding company does not meet these requirements. At March 31,
1995 BANC ONE's leverage ratio was 8.58%.
The Federal Reserve may set capital requirements higher than the minimums
noted above for holding companies whose circumstances warrant it. For example,
holding companies experiencing or anticipating significant growth may be
expected to maintain capital ratios including tangible capital positions well
above the minimum levels. The Federal Reserve has not, however, imposed any
such special capital requirement on BANC ONE.
On September 14, 1993, the Federal Reserve, the FDIC and the OCC issued a
joint notice of proposed rulemaking, soliciting comments on a proposal to
revise their risk-based capital standards to take account of interest rate
risk. The notices propose alternative approaches for determining the
additional amount of capital, if any, that may be required to compensate for
interest rate risk. The first approach would reduce a depository institution's
risk-based capital ratio by an amount based on its measured exposure to
interest rate risk in excess of a specified threshold. The second approach
would assess the need for additional capital on a case-by-case basis,
considering both the level of measured exposure and qualitative risk factors.
BANC ONE cannot assess at this point the impact, if any, that such proposals
would have on its capital ratios.
DIVIDEND RESTRICTIONS
Various federal and state statutory provisions limit the amount of dividends
BANC ONE's affiliate banks can pay to BANC ONE without regulatory approval.
The approval of the appropriate bank regulator is required for any dividend by
a national bank or by a state-chartered bank that is a member of the Federal
Reserve System (a "state member bank") if the total of all dividends declared
by the bank in any calendar year would exceed the total of its net profits, as
defined by regulatory agencies, for such year combined with its retained net
profits for the preceding two years. In addition, a national bank or a state
member bank may not pay a dividend in an amount greater than its net profits
then on hand. At December 31, 1994, total stockholders' equity of the
affiliate banks approximated $7.2 billion, of which $1.4 billion was available
for payment of dividends to BANC ONE without approval by the applicable
regulatory authority.
In addition, federal bank regulatory authorities have authority to prohibit
the affiliate banks from engaging in an unsafe or unsound practice in
conducting their business. The payment of dividends, depending upon the
financial condition of the bank in question, could be deemed to constitute
such an unsafe or unsound practice. The ability of BANC ONE's affiliate banks
to pay dividends in the future is presently, and could be further, influenced
by bank regulatory policies and capital guidelines.
FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
significantly expanded the regulatory and enforcement powers of federal
banking regulators, in particular the FDIC, and has important consequences for
BANC ONE, its affiliate banks and other depository institutions located in the
United States.
8
<PAGE>
A major feature of FDICIA is the comprehensive directions it gives to
federal banking regulators to promptly direct or require the correction of
problems at inadequately capitalized banks in the manner that is least costly
to the federal deposit insurance funds. The degree of corrective regulatory
involvement in the operations and management of banks and their holding
companies is, under FDICIA, largely determined by the actual or anticipated
capital positions of the subject institution.
FDICIA established five tiers of capital measurement for regulatory purposes
ranging from "well capitalized" to "critically undercapitalized." Under
regulations adopted by the federal banking agencies, a depository institution
is well capitalized if it significantly exceeds the minimum level required by
regulation for each relevant capital measure, adequately capitalized if it
meets such measure, undercapitalized if it fails to meet any such measure,
significantly undercapitalized if it is significantly below such measure and
critically undercapitalized if its tangible equity is not greater than 2% of
total tangible assets. A depository institution may be deemed to be in a
capitalization category lower than is indicated by its actual capital position
if it receives an unsatisfactory examination rating. FDICIA requires banking
regulators to take increasingly strong corrective steps, based on the capital
tier of any subject bank, to cause such bank to achieve and maintain capital
adequacy. Even if a bank is adequately capitalized, however, the banking
regulators are authorized to apply corrective measures if the bank is
determined to be in an unsafe or unsound condition or engaging in an unsafe or
unsound activity.
Depending on the level of capital of an insured depository institution, the
banking regulatory agencies' corrective powers can include: requiring a
capital restoration plan; placing limits on asset growth and restrictions on
activities; requiring the institution to reduce total assets; requiring the
institution to issue additional stock (including voting stock) or to be
acquired; placing restrictions on transactions with affiliates; restricting
the interest rate the institution may pay on deposits; ordering a new election
for the institution's board of directors; requiring that certain senior
executive officers or directors be dismissed; prohibiting the institution from
accepting deposits from correspondent banks; requiring the institution to
divest certain subsidiaries; prohibiting the payment of principal or interest
on subordinated debt; prohibiting the institution's parent bank holding
company from making capital distributions without prior regulatory approval;
and, ultimately, appointing a conservator or receiver for the institution.
If the insured depository institution is undercapitalized, the parent bank
holding company is required to guarantee that the institution will comply with
any capital restoration plan submitted to, and approved by, the appropriate
federal banking agency in an amount equal to the lesser of (i) 5% of the
institution's total assets at the time the institution became undercapitalized
or (ii) the amount which is necessary (or would have been necessary) to bring
the institution into compliance with all applicable capital standards as of
the time the institution failed to comply with the capital restoration plan.
If such parent bank holding company guarantee is not obtained, the capital
restoration plan may not be accepted by the banking regulators. As a result,
such institution would be subject to the more severe restrictions imposed on
significantly undercapitalized institutions. Further, the failure of such a
depository institution to submit an acceptable capital plan is grounds for the
appointment of a conservator or receiver.
FDICIA also contains a number of other provisions affecting depository
institutions, including additional reporting and independent auditing
requirements, the establishment of safety and soundness standards, the
changing of FDIC insurance premiums from flat amounts to the system of risk-
based assessments described below under "Deposit Insurance Assessments", a
review of accounting standards, and supplemental disclosures and limits on the
ability of all but well capitalized depository institutions to acquire
brokered deposits. The Riegle-Community Development and Regulatory Improvement
Act of 1994, however, among other things, contains a number of specific
provisions easing the regulatory burden on banks and bank holding companies,
including some imposed by FDICIA, and making the bank regulatory system more
efficient. Federal banking regulators are taking actions to implement these
provisions.
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DEPOSIT INSURANCE ASSESSMENTS
The deposits of each of BANC ONE's affiliate banks are insured up to
regulatory limits by the FDIC and, accordingly, are subject to deposit
insurance assessments to maintain the Bank Insurance Fund ("BIF") administered
by the FDIC. The FDIC has adopted regulations establishing a permanent risk-
related deposit insurance assessment system. Under this system, the FDIC
places each insured bank in one of nine risk categories based on (a) the
bank's capitalization and (b) supervisory evaluations provided to the FDIC by
the institution's primary federal regulator. Each insured bank's insurance
assessment rate is then determined by the risk category in which it is
classified by the FDIC. There is currently an eight basis point spread between
the highest and lowest assessment rates, so that banks classified in the
highest capital and supervisory evaluation categories by the FDIC are
currently subject to a rate of $0.23 per $100 of deposits and banks classified
in the lowest capital and supervisory evaluation categories by the FDIC are
currently subject to a rate of $0.31 per $100 of deposits.
These assessment rates also reflect the amount the FDIC has determined is
necessary to increase the reserve ratio of the BIF to 1.25% of total insured
bank deposits. Under FDICIA, the FDIC is required to increase the reserve
ratio to this level by 2006. In fact, the FDIC has announced that this reserve
ratio will be achieved during 1995, and has proposed a new, and significantly
lower, assessment rate schedule for BIF-insured deposits. However, due
primarily to the fact that the reserve ratio of the FDIC's Savings Association
Insurance Fund ("SAIF") is not projected to reach the required level for
several years, it is uncertain when, and whether, the FDIC's proposed new
schedule of BIF assessment rates will take effect. BIF assessments will be
subject to adjustment and it is possible that there may be special additional
assessments.
Some BANC ONE affiliate banks hold deposits that were acquired from savings
institutions and that, accordingly, are insured by SAIF. At March 31, 1995,
BANC ONE's affiliate banks held $6.3 billion of such deposits. Deposit
insurance premiums may, from time to time, be charged at a higher rate for
SAIF than for BIF- insured deposits. That, indeed, would be the case were the
FDIC's proposed reduction in BIF assessment rates to take effect as proposed.
DEPOSITOR PREFERENCE STATUTE
Federal legislation has been enacted providing that deposits and certain
claims for administrative expenses and employee compensation against an
insured depository institution would be afforded a priority over other general
unsecured claims against such institution, including federal funds and letters
of credit, in the "liquidation or other resolution" of the institution by any
receiver.
BROKERED DEPOSITS
Under FDIC regulations, no FDIC-insured bank or savings institution can
accept brokered deposits unless it (a) is well capitalized, or (b) is
adequately capitalized and receives a waiver from the FDIC. In addition, these
regulations prohibit any bank or savings institution that is not well
capitalized from (a) paying an interest rate on deposits in excess of 75 basis
points over certain prevailing market rates, or (b) offering "pass through"
deposit insurance on certain employee benefit plan accounts unless it provides
certain notice to affected depositors. At March 31, 1995, BANC ONE's affiliate
banks had aggregate total brokered deposits of approximately $96 million.
INTERSTATE BANKING
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 ("Riegle-Neal"), subject to certain concentration limits, (a) bank
holding companies such as BANC ONE are permitted, beginning September 29,
1995, to acquire banks and bank holding companies located in any state; (b)
any bank that is a subsidiary of a bank holding company is permitted, again
beginning September 29, 1995, to receive deposits, renew time deposits, close
loans, service loans and receive loan payments as an agent for any other bank
subsidiary of that holding company; and (c) banks are permitted, beginning
June 1, 1997, to acquire branch
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offices outside their home states by merging with out-of-state banks,
purchasing branches in other states, and establishing de novo branch offices
in other states, provided that, in the case of any such purchase or opening of
individual branches, the host state has adopted legislation "opting in" to
those provisions of Riegle-Neal; and provided that, in the case of a merger
with a bank located in another state, the host state has not adopted
legislation "opting out" of that provision of Riegle-Neal. BANC ONE might use
Riegle-Neal to acquire banks in additional states and to consolidate its bank
subsidiaries under a smaller number of separate charters.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities will constitute either Senior Securities or Subordinated
Securities. The Senior Securities will be issued under an Indenture dated as
of July 1, 1995 (the "Senior Indenture"), between BANC ONE and the trustee
named in the applicable Prospectus Supplement as trustee (the "Senior
Trustee"). The Subordinated Securities will be issued under an Indenture dated
as of July 1, 1995 (the "Subordinated Indenture"), between BANC ONE and
Citibank, N.A., as Trustee ("Citibank"). The Senior Indenture and the
Subordinated Indenture are collectively referred to herein as the
"Indentures". References to the "Trustee" shall mean the Senior Trustee or
Citibank, as applicable. The statements under this caption are brief summaries
of certain provisions contained in the Indentures, do not purport to be
complete and are qualified in their entirety by reference to the applicable
Indenture, copies of which are exhibits to the Registration Statement.
Whenever defined terms are used but not defined herein, such terms shall have
the meanings ascribed to them in the applicable Indenture, it being intended
that such defined terms shall be incorporated herein by reference.
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of any Debt Securities
and the extent, if any, to which such general provisions may apply to such
Debt Securities will be described in the Prospectus Supplement relating to
such Debt Securities.
Neither of the Indentures limits the amount of Debt Securities which may be
issued thereunder, and each Indenture provides that Debt Securities of any
series may be issued thereunder up to the aggregate principal amount which may
be authorized from time to time by BANC ONE and may be denominated in any
currency or currency unit designated by BANC ONE. Neither the Indentures nor
the Debt Securities will limit or otherwise restrict the amount of other
indebtedness which may be incurred or the other securities which may be issued
by BANC ONE or any of its subsidiaries.
Debt Securities of a series may be issuable in registered form without
coupons ("Registered Securities"), in bearer form with or without coupons
attached ("Bearer Securities") or in the form of one or more global securities
in registered or bearer form (each a "Global Security"). Bearer Securities, if
any, will be offered only to non-United States persons and to offices located
outside the United States of certain United States financial institutions.
Reference is made to the Prospectus Supplement for a description of the
following terms, where applicable, of each series of Debt Securities in
respect of which this Prospectus is being delivered: (1) the title of such
Debt Securities; (2) the limit, if any, on the aggregate principal amount or
aggregate initial public offering price of such Debt Securities; (3) the
priority of payment of such Debt Securities; (4) the price or prices (which
may be expressed as a percentage of the aggregate principal amount thereof) at
which the Debt Securities will be issued; (5) the date or dates on which the
principal of the Debt Securities will be payable; (6) the rate or rates (which
may be fixed or variable) per annum at which such Debt Securities will bear
interest, if any, or the method of determining the same; (7) the date or dates
from which such interest, if any, on the Debt Securities will accrue, the date
or dates on which such interest, if any, will be payable, the date or dates on
which payment of such interest, if any, will commence and the Regular Record
Dates for such Interest Payment Dates; (8) the extent to which any of the Debt
Securities will be issuable in temporary or permanent global form, or the
manner in which any interest payable on a temporary or permanent global Debt
Security will be paid; (9) each office or agency where, subject to the terms
of the applicable Indenture, the Debt Securities may be presented for
registration of
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transfer or exchange; (10) the place or places where the principal of (and
premium, if any) and interest, if any, on the Debt Securities will be payable;
(11) the date or dates, if any, after which such Debt Securities may be
redeemed or purchased in whole or in part, at the option of BANC ONE or
mandatorily pursuant to any sinking, purchase or analogous fund or may be
required to be purchased or redeemed at the option of the holder, and the
redemption or repayment price or prices thereof; (12) the denomination or
denominations in which such Debt Securities are authorized to be issued; (13)
the currency, currencies or units (including ECU) based on or related to
currencies for which the Debt Securities may be purchased and the currency,
currencies or currency units (including ECU) in which the principal of,
premium, if any, and any interest on such Debt Securities may be payable; (14)
any index used to determine the amount of payments of principal of, premium,
if any, and interest on the Debt Securities; (15) whether any of the Debt
Securities are to be issuable as Bearer Securities and/or Registered
Securities, and if issuable as Bearer Securities, any limitations on issuance
of such Bearer Securities and any provisions regarding the transfer or
exchange of such Bearer Securities (including exchange for registered Debt
Securities of the same series); (16) the payment of any additional amounts
with respect to the Debt Securities; (17) whether any of the Debt Securities
will be issued as Original Issue Discount Securities (as defined below); (18)
information with respect to book-entry procedures, if any; (19) any additional
covenants or Events of Default not currently set forth in the applicable
Indenture; and (20) any other terms of such Debt Securities not inconsistent
with the provisions of the applicable Indenture.
If any of the Debt Securities are sold for one or more foreign currencies or
foreign currency units or if the principal of, premium, if any, or interest on
any series of Debt Securities is payable in one or more foreign currencies or
foreign currency units, the restrictions, elections, tax consequences,
specific terms and other information with respect to such issue of Debt
Securities and such currencies or currency units will be set forth in the
Prospectus Supplement relating thereto.
Debt Securities may be issued as original issue discount Debt Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) ("Original Issue Discount Securities"), to be sold at a
substantial discount below the stated principal amount thereof due at the
stated maturity of such Debt Securities. There may not be any periodic
payments of interest on Original Issue Discount Securities as defined herein.
In the event of an acceleration of the maturity of any Original Issue Discount
Security, the amount payable to the holder of such Original Issue Discount
Security upon such acceleration will be determined in accordance with the
Prospectus Supplement, the terms of such security and the Indenture, but will
be an amount less than the amount payable at the maturity of the principal of
such Original Issue Discount Security. Federal income tax considerations with
respect to Original Issue Discount Securities will be set forth in the
Prospectus Supplement relating thereto.
REGISTRATION AND TRANSFER
Unless otherwise indicated in the applicable Prospectus Supplement, Debt
Securities will be issued only as Registered Securities. If Bearer Securities
are issued, the United States Federal income tax consequences and other
special considerations, procedures and limitations applicable to such Bearer
Securities will be described in the Prospectus Supplement relating thereto.
Debt Securities issued as Registered Securities will be without coupons.
Debt Securities issued as Bearer Securities shall have interest coupons
attached, unless issued as zero coupon securities.
Registered Securities (other than a Global Security) may be presented for
transfer (with the form of transfer endorsed thereon duly executed) or
exchanged for other Debt Securities of the same series at the office of the
Note Registrar specified according to the terms of the applicable Indenture.
BANC ONE has agreed in each of the Indentures that, with respect to Registered
Securities having The City of New York as a place of payment, BANC ONE will
appoint a Note Registrar or Co-Note Registrar located in The City of New York
for such transfer or exchange. Such transfer or exchange shall be made without
service charge, but BANC ONE may require payment of any taxes or other
governmental charges as described in the applicable Indenture. Provisions
relating to the exchange of Bearer Securities for other Debt Securities of the
same series (including, if applicable,
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Registered Securities) will be described in the applicable Prospectus
Supplement. In no event, however, will Registered Securities be exchangeable
for Bearer Securities.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on
behalf of, a depositary (the "Depositary") identified in the Prospectus
Supplement relating to such series. Global Securities may be issued in either
registered or bearer form and in either temporary or permanent form. Unless
and until it is exchanged in whole or in part for the individual Debt
Securities represented thereby, a Global Security may not be transferred
except as a whole by the Depositary for such Global Security to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by the Depositary or any nominee to a
successor Depositary or any nominee of such successor.
The specific terms of the depositary arrangement with respect to a series of
Debt Securities and certain limitations and restrictions relating to a series
of Bearer Securities in the form of one or more Global Securities, will be
described in the Prospectus Supplement relating to such series. BANC ONE
anticipates that the following provisions will generally apply to depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts of the individual Debt
Securities represented by such Global Security to the accounts of persons that
have accounts with such Depositary. Such accounts shall be designated by the
underwriters or agents with respect to such Debt Securities. Ownership of
beneficial interests in a Global Security will be limited to persons that have
accounts with the applicable Depositary ("participants") or persons that may
hold interests through participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants).
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in a Global
Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have any of
the individual Debt Securities of the series represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of any such Debt Securities of such series in definitive
form and will not be considered the owners or holders thereof under the
Indenture governing such Debt Securities.
Payments of principal of, premium, if any, and interest, if any, on
individual Debt Securities represented by a Global Security registered in the
name of a Depositary or its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner of the Global Security
representing such Debt Securities. Neither BANC ONE, the Trustee for such Debt
Securities, any Paying Agent, nor the Note Registrar for such Debt Securities
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of
the Global Security for such Debt Securities or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
Subject to certain restrictions relating to Bearer Securities, BANC ONE
expects that the Depositary for a series of Debt Securities or its nominee,
upon receipt of any payment of principal, premium or interest in respect of a
permanent Global Security representing any of such Debt Securities will credit
participants' accounts immediately with payments in amounts proportionate to
their respective beneficial interests in the principal
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amount of such Global Security for such Debt Securities as shown on the
records of such Depositary or its nominee. BANC ONE also expects that payments
by participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers in bearer form or registered in "street name". Such payments will
be the responsibility of such participants. With respect to owners of
beneficial interests in a temporary Global Security representing Bearer
Securities, receipt by such beneficial owners of payments of principal,
premium or interest in respect thereof will be subject to additional
restrictions.
If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is
not appointed by BANC ONE within 90 days, BANC ONE will issue individual Debt
Securities of such series in definitive form in exchange for the Global
Security representing such series of Debt Securities. In addition, BANC ONE
may at any time and in its sole discretion, subject to any limitations
described in the Prospectus Supplement relating to such Debt Securities,
determine not to have any Debt Securities of a series represented by one or
more Global Securities and, in such event, will issue individual Debt
Securities of such series in definitive form in exchange for the Global
Security or Securities representing such series of Debt Securities. Further,
if BANC ONE so specifies with respect to the Debt Securities of a series, an
owner of a beneficial interest in a Global Security representing Debt
Securities of such series may, on terms acceptable to BANC ONE, the Trustee
and the Depositary for such Global Security, receive Debt Securities of such
series in definitive form in exchange for such beneficial interests, subject
to any limitations described in the Prospectus Supplement relating to such
Debt Securities. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery in definitive form of
Debt Securities of the series represented by such Global Security equal in
principal amount to such beneficial interest and to have such Debt Securities
registered in its name (if the Debt Securities of such series are issuable as
Registered Securities). Debt Securities of such series so issued in definitive
form will be issued (a) as Registered Securities in denominations, unless
otherwise specified by BANC ONE, of $1,000 and integral multiples thereof if
the Debt Securities of such series are issuable as Registered Securities, (b)
as Bearer Securities in the denomination, unless otherwise specified by BANC
ONE, of $5,000 if the Debt Securities of such series are issuable as Bearer
Securities or (c) as either Registered or Bearer Securities, if the Debt
Securities of such series are issuable in either form. Certain restrictions
may apply, however, on the issuance of a Bearer Security in definitive form in
exchange for an interest in a Global Security.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of, premium, if any, and any interest on Registered Securities
will be made at the office of such Paying Agent or Paying Agents as BANC ONE
may designate from time to time, except that, at the option of BANC ONE,
payment of any interest may be made (i) by check mailed to the address of the
person entitled thereto as such address shall appear in the applicable Note
Register or (ii) by wire transfer to an account maintained by the person
entitled thereto as specified in the applicable Note Register. Unless
otherwise indicated in an applicable Prospectus Supplement, payment of any
installment of interest on Registered Securities will be made to the person in
whose name such Debt Security is registered at the close of business on the
Regular Record Date for such payment.
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of, premium, if any, and any interest on Bearer Securities will
be payable, subject to any applicable laws and regulations, at the offices of
such Paying Agents outside the United States as BANC ONE may designate from
time to time, at the option of the Holder, by check or by transfer to an
account maintained by the payee with a bank located outside the United States.
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
interest on Bearer Securities will be made only against surrender of the
coupon relating to such Interest Payment Date. No payment with respect to any
Bearer Security will be made at any office or agency of BANC ONE in the United
States or by check mailed to any address in the United States or by transfer
to an account maintained with a bank located in the United States.
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CONSOLIDATION, MERGER OR SALE OF ASSETS
Each Indenture provides that BANC ONE may, without the consent of the
holders of any of the Debt Securities outstanding under the applicable
Indenture, consolidate with, merge into or transfer its assets substantially
as an entirety to any person, provided that (i) any such successor assumes
BANC ONE's obligations on the applicable Debt Securities and under the
applicable Indenture, (ii) after giving effect thereto, no Event of Default
(as defined in the Senior Indenture) in the case of the Senior Securities, or
Default (as defined in the Subordinated Indenture) in the case of the
Subordinated Securities, shall have happened and be continuing and (iii)
certain other conditions under the applicable Indenture are met. Accordingly,
any such consolidation, merger or transfer of assets substantially as an
entirety, which meets the conditions described above, would not create any
Event of Default or Default which would entitle holders of the Debt
Securities, or the Trustee on their behalf, to take any of the actions
described below under "Senior Securities--Events of Default, Waivers, etc." or
"Subordinated Securities--Events of Default, Waivers, etc."
LEVERAGED AND OTHER TRANSACTIONS
Each Indenture and the Debt Securities do not contain, among other things,
provisions which would afford holders of the Debt Securities protection in the
event of a highly leveraged or other transaction involving BANC ONE which
could adversely affect the holders of Debt Securities.
MODIFICATION OF THE INDENTURE; WAIVER OF COVENANTS
Each Indenture provides that, with the consent of the holders of not less
than a majority in aggregate principal amount of the outstanding Debt
Securities of each affected series, modifications and alterations of such
Indenture may be made which affect the rights of the holders of such Debt
Securities; provided, however, that no such modification or alteration may be
made without the consent of the holder of each Debt Security so affected which
would, among other things, (i) change the maturity of the principal of, or of
any installment of interest (or premium, if any) on, any Debt Security issued
pursuant to such Indenture, or reduce the principal amount thereof or any
premium thereon, or change the method of calculation of interest or the
currency of payment of principal or interest (or premium, if any) on, or
reduce the minimum rate of interest thereon, or impair the right to institute
suit for the enforcement of any such payment on or with respect to any such
Debt Security, or reduce the amount of principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof; or (ii) reduce the above-stated percentage in principal amount of
outstanding Debt Securities required to modify or alter such Indenture.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured obligations of BANC ONE and
will rank pari passu with all outstanding unsecured senior indebtedness of
BANC ONE.
EVENTS OF DEFAULT, WAIVERS, ETC.
An Event of Default with respect to Senior Securities of any series is
defined in the Senior Indenture as (i) default in the payment of principal of
or premium, if any, on any of the Senior Securities of that series outstanding
under the Senior Indenture when due; (ii) default in the payment of interest
on any of the Senior Securities of that series outstanding under the Senior
Indenture when due and continuance of such default for 30 days; (iii) default
in the performance of any other covenant of BANC ONE in the Senior Indenture
with respect to Senior Securities of such series and continuance of such
default for 90 days after written notice; (iv) certain events of bankruptcy,
insolvency or reorganization of BANC ONE and (v) any other event that may be
specified in a Prospectus Supplement with respect to any series of Senior
Securities.
If an Event of Default with respect to any series of Senior Securities for
which there are Senior Securities outstanding under the Senior Indenture
occurs and is continuing, either the applicable Trustee or the holders of
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not less than 25% in aggregate principal amount of the Senior Securities of
such series outstanding may declare the principal amount (or if such Senior
Securities are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all
Senior Securities of that series to be immediately due and payable. The
holders of a majority in aggregate principal amount of the Senior Securities
of any series outstanding under the Senior Indenture may waive an Event of
Default resulting in acceleration of such Senior Securities, but only if all
Events of Default with respect to Senior Securities of such series have been
remedied and all payments due (other than those due as a result of
acceleration) have been made. If an Event of Default occurs and is continuing,
the applicable Trustee may, in its discretion, and at the written request of
holders of not less than a majority in aggregate principal amount of the
Senior Securities of any series outstanding under the Senior Indenture and
upon reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request and subject to certain other
conditions set forth in the Senior Indenture shall, proceed to protect the
rights of the holders of all the Senior Securities of such series. Prior to
acceleration of maturity of the Senior Securities of any series outstanding
under the Senior Indenture, the holders of a majority in aggregate principal
amount of such Senior Securities may waive any past default under the Senior
Indenture except a default in the payment of principal of, premium, if any, or
interest on the Senior Securities of such series.
The Senior Indenture provides that upon the occurrence of an Event of
Default specified in clauses (i) or (ii) of the first paragraph under "--
Events of Defaults, Waivers, etc.", BANC ONE will, upon demand of the
applicable Trustee, pay to it, for the benefit of the holder of any such
Senior Security, the whole amount then due and payable on such Senior
Securities for principal, premium, if any, and interest. The Senior Indenture
further provides that if BANC ONE fails to pay such amount forthwith upon such
demand, such Trustee may, among other things, institute a judicial proceeding
for the collection thereof.
A judgment for money damages by courts in the United States, including a
money judgment based on an obligation expressed in a foreign currency, will
ordinarily be rendered only in U.S. dollars. New York statutory law provides
that a court shall render a judgment or decree in the foreign currency of the
underlying obligation and that the judgment or decree shall be converted into
U.S. dollars at the exchange rate prevailing on the date of entry of the
judgment or decree.
The Senior Indenture also provides that notwithstanding any other provision
of the Senior Indenture, the holder of any Senior Security of any series shall
have the right to institute suit for the enforcement of any payment of
principal of, premium, if any, and interest on such Senior Securities when due
and that such right shall not be impaired without the consent of such holder.
BANC ONE is required to file annually with the Trustee a written statement
of officers as to the existence or non-existence of defaults under the Senior
Indenture or the Senior Securities.
SUBORDINATED SECURITIES
The Subordinated Securities will be direct, unsecured obligations of BANC
ONE and will be subject to the subordination provisions described below.
SUBORDINATION
It is the intent of BANC ONE that Subordinated Securities issued by BANC ONE
be treated as capital for calculation of regulatory capital ratios. The
Federal Reserve has issued interpretations of its capital regulations
indicating, among other things, that subordinated debt of bank holding
companies issued on or after September 4, 1992, is includable in capital for
calculation of regulatory capital ratios only if the subordination of the debt
meets certain criteria and if the debt may be accelerated only for bankruptcy,
insolvency and similar matters (the "Subordination Interpretations").
Accordingly, the Subordinated Indenture contains subordination and
acceleration provisions for the Subordinated Securities which are intended to
be consistent with the
16
<PAGE>
Subordination Interpretations. Subordinated debt of BANC ONE issued after
September 4, 1992, which meets the Subordination Interpretations are referred
to herein as "New Subordinated Securities". Unless otherwise specified in the
Prospectus Supplement relating to a particular series of Subordinated
Securities offered thereby, Subordinated Securities offered pursuant to this
Prospectus will constitute New Subordinated Securities. See "Events of
Default, Defaults, Waivers, etc." below.
Upon any distribution of assets of BANC ONE upon any dissolution, winding
up, liquidation or reorganization, the payment of the principal of, premium,
if any, and interest on the Subordinated Securities is to be subordinated in
right of payment, to the extent provided in the Subordinated Indenture, to the
prior payment in full of all Senior Indebtedness. In certain events of
bankruptcy or insolvency, the payment of the principal of and interest on the
Subordinated Securities (and other New Subordinated Securities) will, to the
extent provided in the Subordinated Indenture, also be effectively
subordinated in right of payment to the prior payment in full of all General
Obligations.
Upon any distribution of assets of BANC ONE upon any dissolution, winding
up, liquidation or reorganization, the holders of Senior Indebtedness will
first be entitled to receive payment in full of all amounts due or to become
due before the holders of the Subordinated Securities will be entitled to
receive any payment in respect of the principal of, premium, if any, or
interest on the Subordinated Securities. If upon any such payment or
distribution of assets there remain, after giving effect to such subordination
provisions in favor of the holders of Senior Indebtedness, any amounts of
cash, property or securities available for payment or distribution in respect
of the New Subordinated Securities ("Excess Proceeds") and if, at such time,
any creditors in respect of General Obligations have not received payment in
full of all amounts due or to become due on or in respect of such General
Obligations, then such Excess Proceeds shall first be applied to pay or
provide for the payment in full of such General Obligations before any payment
or distribution may be made in respect of the New Subordinated Securities.
In addition, no payment may be made of the principal of, premium, if any, or
interest on the Subordinated Securities, or in respect of any redemption,
retirement, purchase or other acquisition of any of the Subordinated
Securities, at any time when (i) there is a default in the payment of the
principal of, premium, if any, interest on or otherwise in respect of any
Senior Indebtedness or (ii) any event of default with respect to any Senior
Indebtedness has occurred and is continuing, or would occur as a result of
such payment on the Subordinated Securities or any redemption, retirement,
purchase or other acquisition of any of the Subordinated Securities,
permitting the holders of such Senior Indebtedness to accelerate the maturity
thereof. Except as described above, the obligation of BANC ONE to make payment
of the principal of, premium, if any, or interest on the Subordinated
Securities will not be affected.
By reason of such subordination in favor of the holders of Senior
Indebtedness, in the event of a distribution of assets upon any dissolution,
winding up, liquidation or reorganization, certain creditors of BANC ONE who
are not holders of Senior Indebtedness or of the Subordinated Securities may
recover less, ratably, than holders of Senior Indebtedness and may recover
more, ratably, than holders of the Subordinated Securities. By reason of the
obligation of the holders of New Subordinated Securities to pay over any
Excess Proceeds to creditors in respect of General Obligations, in the event
of a distribution of assets upon any dissolution, winding up, liquidation or
reorganization, holders of Old Subordinated Securities (as defined herein) may
recover less, ratably, than creditors in respect of General Obligations and
may recover more, ratably, than the holders of New Subordinated Securities.
Subject to payment in full of all Senior Indebtedness, the rights of the
holders of Subordinated Securities will be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of BANC ONE applicable to Senior Indebtedness. Subject
to payment in full of all General Obligations, the rights of the holders of
the New Subordinated Securities will be subrogated to the rights of the
creditors in respect of General Obligations to receive payments or
distributions of cash, property or securities of BANC ONE applicable to such
creditors in respect of General Obligations.
17
<PAGE>
Senior Indebtedness is defined in the Subordinated Indenture as the
principal of, premium, if any, and interest on (i) all of BANC ONE's
indebtedness for money borrowed, other than the subordinated securities issued
under the Subordinated Indenture, BANC ONE's 7.25% Subordinated Notes Due
August 1, 2002 (the "August 2002 Notes"), BANC ONE's 8.74% Subordinated Notes
Due September 15, 2003 (the "September 2003 Notes"), BANC ONE's 9.875%
Subordinated Notes Due March 1, 2009 (the "March 2009 Notes"), and BANC ONE's
10.00% Subordinated Notes Due August 15, 2010 (the "August 2010 Notes", and,
together with the August 2002 Notes, the September 2003 Notes and the March
2009 Notes, the "Existing Subordinated Indebtedness"), whether outstanding on
the date of execution of the Subordinated Indenture or thereafter created,
assumed or incurred, except such indebtedness as is by its terms expressly
stated to be not superior in right of payment to the subordinated securities
issued under the Subordinated Indenture or the Existing Subordinated
Indebtedness or to rank pari passu with the subordinated securities issued
under the Subordinated Indenture or the Existing Subordinated Indebtedness
and; (ii) any deferrals, renewals or extensions of any such Senior
Indebtedness. The term "indebtedness for money borrowed" as used in the prior
sentence includes, without limitation, any obligation of, or any obligation
guaranteed by, BANC ONE for the repayment of borrowed money, whether or not
evidenced by bonds, debentures, notes or other written instruments, and any
deferred obligation for the payment of the purchase price of property or
assets. There is no limitation on the issuance of additional Senior
Indebtedness of BANC ONE.
The Existing Subordinated Indebtedness all constitute Old Subordinated
Securities. The Subordinated Securities rank and will rank pari passu with the
Existing Subordinated Indebtedness, subject to the obligations of the holders
of Subordinated Securities (and holders of other New Subordinated Securities)
to pay over any Excess Proceeds to creditors in respect of General
Obligations. Thus, in the event of a distribution of assets of BANC ONE upon
any dissolution, winding up, liquidation or reorganization, the holders of the
New Subordinated Securities (including holders of the Subordinated Securities
offered hereby) may receive less, ratably, than holders of Old Subordinated
Securities.
Unless otherwise specified in the Prospectus Supplement relating to a
particular series of Subordinated Securities offered thereby, General
Obligations means all obligations of BANC ONE to make payment on account of
claims in respect of derivative products such as interest and foreign exchange
rate contracts, commodity contracts and similar arrangements, other than (i)
obligations on account of Senior Indebtedness, (ii) obligations on account of
indebtedness for money borrowed ranking pari passu with or subordinate to the
Subordinated Securities and (iii) obligations which by their terms are
expressly stated not to be superior in right of payment to the Subordinated
Securities or to rank on parity with the Subordinated Securities; provided,
however, that notwithstanding the foregoing, in the event that any rule,
guideline or interpretation promulgated or issued by the Federal Reserve (or
other competent regulatory agency or authority), as from time to time in
effect, establishes or specifies criteria for the inclusion in regulatory
capital of subordinated debt of a bank holding company requiring that such
subordinated debt be subordinated to obligations to creditors in addition to
those set forth above, then the term "General Obligations" shall also include
such additional obligations to creditors, as from time to time in effect
pursuant to such rules, guidelines or interpretations. For purposes of this
definition, "claim" shall have the meaning assigned thereto in Section 101(4)
of the Bankruptcy Code of 1978, as amended to the date of the Subordinated
Indenture.
LIMITED RIGHTS OF ACCELERATION
Unless otherwise specified in the Prospectus Supplement relating to any
series of Subordinated Securities, payment of principal of the Subordinated
Securities may be accelerated only in case of the bankruptcy or reorganization
of BANC ONE. There is no right of acceleration in the case of a default in the
payment of principal of, premium, if any, or interest on the Subordinated
Securities or the performance of any other covenant of BANC ONE in the
Subordinated Indenture. Payment of principal of the Old Subordinated
Securities may be accelerated in the case of the bankruptcy, insolvency or
reorganization of BANC ONE.
18
<PAGE>
EVENTS OF DEFAULT, DEFAULTS, WAIVERS, ETC.
An Event of Default with respect to Subordinated Securities of any series is
defined in the Subordinated Indenture as certain events involving the
bankruptcy or reorganization of BANC ONE and any other Event of Default
provided with respect to Subordinated Securities of that series. A Default
with respect to Subordinated Securities of any series is defined in the
Subordinated Indenture as (i) an Event of Default with respect to such series,
(ii) default in the payment of the principal of or premium, if any, on any
Subordinated Security of such series when due, (iii) default in the payment of
interest upon any Subordinated Security of such series when due and the
continuance of such default for a period of 30 days, (iv) default in the
performance of any other covenant or agreement of BANC ONE in the Subordinated
Indenture with respect to Subordinated Securities of such series and
continuance of such default for 90 days after written notice or (v) any other
Default provided with respect to Subordinated Securities of any series. If an
Event of Default with respect to any series of Subordinated Securities for
which there are Subordinated Securities outstanding under the Subordinated
Indenture occurs and is continuing, either the applicable Trustee or the
holders of not less than 25% in aggregate principal amount of the Subordinated
Securities of such series may declare the principal amount (or if such
Subordinated Securities are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of
all Subordinated Securities of that series to be immediately due and payable.
The holders of a majority in aggregate principal amount of the Subordinated
Securities of any series outstanding under the Subordinated Indenture may
waive an Event of Default resulting in acceleration of such Subordinated
Securities, but only if all Defaults have been remedied and all payments due
(other than those due as a result of acceleration) have been made. If a
Default occurs and is continuing, the Trustee may in its discretion, and at
the written request of holders of not less than a majority in aggregate
principal amount of the Subordinated Securities of any series outstanding
under the Subordinated Indenture and upon reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such request
and subject to certain other conditions set forth in the Subordinated
Indenture shall, proceed to protect the rights of the holders of all the
Subordinated Securities of such series. Prior to acceleration of maturity of
the Subordinated Securities of any series outstanding under the Subordinated
Indenture, the holders of a majority in aggregate principal amount of such
Subordinated Securities may waive any past default under the Subordinated
Indenture except a default in the payment of principal of, premium, if any, or
interest on the Subordinated Securities of such series.
The Subordinated Indenture provides that in the event of a Default specified
in clauses (ii) or (iii) of the immediately preceding paragraph in payment of
principal of, premium, if any, or interest on any Subordinated Security of any
series, BANC ONE will, upon demand of the applicable Trustee, pay to it, for
the benefit of the holder of any such Subordinated Security, the whole amount
then due and payable on such Subordinated Security for principal, premium, if
any, and interest. The Subordinated Indenture further provides that if BANC
ONE fails to pay such amount forthwith upon such demand, the applicable
Trustee may, among other things, institute a judicial proceeding for the
collection thereof.
The Subordinated Indenture also provides that notwithstanding any other
provision of the Subordinated Indenture, the holder of any Subordinated
Security of any series shall have the right to institute suit for the
enforcement of any payment of principal of, premium, if any, and interest on
such Subordinated Security on the respective Stated Maturities (as defined in
the Subordinated Indenture) expressed in such Subordinated Security and that
such right shall not be impaired without the consent of such holder.
BANC ONE is required to file annually with the Trustee a written statement
of officers as to the existence or non-existence of defaults under the
Subordinated Indenture or the Subordinated Securities.
REGARDING CITIBANK
Citibank will be the Trustee under the Subordinated Indenture. Citibank
provides a $100,000,000 line of credit which partially supports BANC ONE's
commercial paper program. In addition, BANC ONE maintains other banking
relationships with Citibank.
19
<PAGE>
PLAN OF DISTRIBUTION
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices (which may be changed from
time to time), at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Each
Prospectus Supplement will describe the method of distribution of the Debt
Securities offered therein.
BANC ONE may sell Debt Securities directly, through agents designated from
time to time, through underwriting syndicates led by one or more managing
underwriters or through one or more underwriters acting alone. Each Prospectus
Supplement will set forth the terms of the Debt Securities to which such
Prospectus Supplement relates, including the name or names of any underwriters
or agents with whom BANC ONE has entered into arrangements with respect to the
sale of such Debt Securities, the public offering or purchase price of such
Debt Securities and the net proceeds to BANC ONE from such sale, any
underwriting discounts and other items constituting underwriters'
compensation, any discounts and commissions allowed or paid to dealers, if
any, any commissions allowed or paid to agents, and the securities exchange or
exchanges, if any, on which such Debt Securities will be listed. Dealer
trading may take place in certain of the Debt Securities, including Debt
Securities not listed on any securities exchange.
Securities may be purchased to be reoffered to the public through
underwriting syndicates led by one or more managing underwriters, or through
one or more underwriters acting alone. The underwriter or underwriters with
respect to each underwritten offering of Debt Securities will be named in the
Prospectus Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth
on the cover page of such Prospectus Supplement. Unless otherwise set forth in
the applicable Prospectus Supplement, the obligations of the underwriters to
purchase the Debt Securities will be subject to certain conditions precedent
and each of the underwriters with respect to a sale of Debt Securities will be
obligated to purchase all of its Debt Securities if any are purchased. Any
initial public offering price and any discounts or concession allowed or
reallowed or paid to dealers may be changed from time to time.
Debt Securities may be offered and sold by BANC ONE through agents
designated by BANC ONE from time to time. Any agent involved in the offer and
sale of any Debt Securities will be named, and any commissions payable by BANC
ONE to such agent will be set forth, in the Prospectus Supplement relating to
such offering. Unless otherwise indicated in such Prospectus Supplement, any
such agent will be acting on a best efforts basis for the period of its
appointment.
Offers to purchase Debt Securities may be solicited directly by BANC ONE and
sales thereof may be made by BANC ONE directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale thereof. The terms of any such sales
will be described in the Prospectus Supplement relating thereto. BANC ONE may
also issue contracts under which the counterparty may be required to purchase
Debt Securities. Such contracts would be issued with Debt Securities in
amounts, at prices and on terms to be set in a Prospectus Supplement.
The anticipated place and time of delivery of Debt Securities will be set
forth in the applicable Prospectus Supplement.
If so indicated in the applicable Prospectus Supplement, BANC ONE will
authorize underwriters or agents to solicit offers by certain institutions to
purchase Debt Securities from BANC ONE pursuant to delayed delivery contracts
providing for payment and delivery at a future date. Institutions with which
such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved
by BANC ONE. Unless otherwise set forth in the applicable Prospectus
Supplement, the obligations of any purchaser under any such contract will not
be subject to any conditions except that (i) the purchase of the Debt
Securities shall not at the time of delivery be prohibited under the laws of
the jurisdiction to which such purchaser is subject, and (ii) if the Debt
Securities are also being sold to underwriters acting as principals for their
own account, the underwriters
20
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Filing Fee.......................................................... $310,345
Rating Agency Fees......................................................
Blue Sky Fees and Expenses (including fees and expenses of counsel).....
Legal Fees and Expenses.................................................
Trustees' Fees and Expenses.............................................
Printing and Engraving Expenses.........................................
Accounting Fees and Expense.............................................
Miscellaneous Expenses..................................................
Total
========
</TABLE>
- --------
*Estimated
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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 Registrant's Code of Regulations which provide for the
indemnification or the purchase of insurance for the directors, officers,
employees and agents of the Registrant to afford protection and reimbursement
for such persons acting in their capacities as directors, officers, employees
or agents of the Registrant, provided such person acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Registrant and which he had no reason to believe was
unlawful.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
------------ -----------
<C> <S>
1.1 Form of underwriting agreement.*
4.1 Form of Senior Indenture, including form of Senior Debt
Securities.*
4.2 Form of Subordinated Indenture, including form of Subordinated
Debt Securities.*
5 Opinion of Steven Alan Bennett, Esq., General Counsel of the
Registrant, including consent.*
12 Computation of Ratio of Earnings to Fixed Charges (incorporated
by reference to Exhibit 12 to the Quarterly Report of the
Registrant on Form 10-Q for the quarter ended March 31, 1995).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Steven Alan Bennett, Esq., General Counsel of the
Registrant (included in Exhibit 5).*
24 Powers of Attorney (included elsewhere in Part II of this
Registration Statement).
25.1 Form T-1 Statement of Eligibility and Qualification of Citibank,
N.A. under the Trust Indenture Act of 1939 with respect to
Subordinated Securities.*
</TABLE>
- --------
*To be filed by amendment.
ITEM 17. UNDERTAKINGS
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-1
<PAGE>
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the 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 the
registration statement (notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement); and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those items is
contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference to 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.
(4) 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 Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the 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.
(5) 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 provisions described under Item 15 above 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 against the Registrant by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless 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.
(6) To file an application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
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 June 30,
1995.
BANC ONE CORPORATION
By: /s/ Roman J. Gerber
---------------------------------------
Roman J. Gerber
Executive Vice President
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<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of BANC ONE CORPORATION, hereby
severally constitute and appoint William P. Boardman, Roman J. Gerber, William
C. Leiter, George R. L. Meiling or Michael J. McMennamin 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 any subsequent
registration statement filed by BANC ONE CORPORATION pursuant to Rule 462(b)
of the Securities Act of 1933, 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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <C>
/s/ John B. McCoy Chairman of the Board June 30, 1995
- ------------------------------------ (Principal Executive
John B. McCoy Officer & Director)
/s/ Richard J. Lehmann President and Director June 30, 1995
- ------------------------------------
Richard J. Lehmann
/s/ Michael J. McMennamin Executive Vice President June 30, 1995
- ------------------------------------ (Principal Financial
Michael J. McMennamin Officer)
/s/ William C. Leiter Controller (Principal
- ------------------------------------ Accounting-Officer) June 30, 1995
William C. Leiter
/s/ Charles E. Exley Director June 30, 1995
- ------------------------------------
Charles E. Exley
/s/ E. Gordon Gee Director June 30, 1995
- ------------------------------------
E. Gordon Gee
/s/ John R. Hall Director June 30, 1995
- -------------------------------------
John R. Hall
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <C>
/s/ Laban P. Jackson, Jr. Director June 30, 1995
- ------------------------------------
Laban P. Jackson, Jr.
/s/ John G. McCoy Director June 30, 1995
- ------------------------------------
John G. McCoy
/s/ Richard L. Scott Director June 30, 1995
- ------------------------------------
Richard L. Scott
/s/ Thekla R. Shackelford Director June 30, 1995
- ------------------------------------
Thekla R. Shackelford
/s/ Alex Shumate Director June 30, 1995
- ------------------------------------
Alex Shumate
/s/ Frederick P. Stratton, Jr. Director June 30, 1995
- ------------------------------------
Frederick P. Stratton, Jr.
/s/ Robert D. Walter Director June 30, 1995
- ------------------------------------
Robert D. Walter
</TABLE>
II-4
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of BANC ONE CORPORATION on Form S-3 of our report dated February 21, 1995
on our audits of the consolidated financial statements of BANC ONE CORPORATION
as of December 31, 1994 and 1993, and for the years ended December 31, 1994,
1993, and 1992, included in BANC ONE CORPORATION'S Annual Report on Form
10-K for the year ended December 31, 1994. We also consent to the reference
to our Firm under the caption "EXPERTS" in said Registration Statement.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
June 30, 1995
