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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANC ONE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 31-0738296
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 East Broad Street, Columbus, Ohio 43271-0261
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(Address of Principal Executive Offices) (Zip Code)
Premier Bancorp, Inc. Savings Plus Plan
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(Full title of the plan)
Steven Alan Bennett, Esq.
BANC ONE CORPORATION
100 East Broad Street, Columbus, Ohio 43271-0158
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(Name and address of agent for service)
614/248-7590
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(Telephone number, including area code, of agent for service)
With Copies to:
Kenneth L. Wagner, Esq.
BANC ONE CORPORATION
100 East Broad Street, Columbus, Ohio 43271-0158
614-248-5304
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Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share(1) price fee
- --------------------- ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Common Stock (2) 125,000 $36.32 $4,540,000 $1566
</TABLE>
Interests in the
Premier Bancorp, Inc.
Savings Plus Plan (3)
================================================================================
(1) Estimated solely for purpose of computing the registration fee based upon
the average of the high and low trade prices of the Common Stock as
reported on the New York Stock Exchange on January 22, 1996.
(2) The shares of Common Stock to be registered consist of shares to be
acquired by the trustee pursuant to the operation of the Premier Bancorp,
Inc. Savings Plus Plan.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
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Exhibit Index on page II-7.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
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The following documents previously filed by BANC ONE CORPORATION (the
"Registrant") and the Premier Bancorp, Inc. Savings Plus Plan (the "Plan") with
the Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by
reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (as amended by Form 10-K/A filed April 4, 1995 and Form 10-K/A
filed June 29, 1995).
2. The Plan's Annual Report on Form 11-K for the fiscal year ended December
31, 1994.
3. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.
4. The Registrant's Current Reports on Form 8-K dated July 19, 1995 and July
24, 1995.
5. The description of the Registrant's common stock set forth in the
Registrant's Registration Statement on Form 8-B dated May 1, 1989, including any
amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. Description of Securities.
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Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
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Not Applicable.
ITEM 6. Indemnification of Directors and Officers.
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Section 1701.13(E) of the Ohio General Corporation Law sets forth
provisions which define the extent to which a corporation may indemnify
directors, officers and employees. Those provisions have been adopted by the
Registrant in Article V of the Registrant's Code of Regulations. Article V
provides for the indemnification or the purchase of insurance for the benefit of
the directors, officers, employees and agents of the Registrant in the event
such persons are subject to legal action as a result of actions in their
capacities as directors, officers, employees or agents of the Registrant. The
II-1
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Registrant has entered into indemnification agreements with its directors and
executive officers that provide for indemnification unless the indemnitee's
conduct is finally adjudged by a court to be knowingly fraudulent, deliberately
dishonest or willful misconduct. The Registrant indemnifies other officers,
employees or agents provided such persons acted in good faith and in a manner
which they reasonably believed to be in or not opposed to the best interest of
the Registrant or, with respect to criminal actions, had no reason to believe
was unlawful.
ITEM 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
ITEM 8. Exhibits.
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The following exhibits are filed herewith except those indicated which have
been filed previously as shown below and which are incorporated herein by
reference.
4 Amended Articles of Incorporation of the Registrant (incorporated by
reference from Exhibit 3.1 of the Registrant's Annual Report on Form
10-K for the year ended December 31, 1991).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of attorney of the directors and certain officers of the
Registrant (contained elsewhere in Part II of this Registration
Statement).
24.2 Power of attorney of the members of the Benefits Committee of Banc
One Louisiana Corporation (contained elsewhere in Part II of this
Registration Statement).
The Registrant undertakes that it will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service in a timely manner and has
made or will make all changes required by the IRS in order to qualify the Plan.
ITEM 9. Undertakings.
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A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this registration
statement; and
II-2
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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 January 26, 1996.
BANC ONE CORPORATION
By: /s/ Roman J. Gerber
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Roman J. Gerber
Executive Vice President
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 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 or she 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
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Statement has been signed by the following persons in the capacities and on the
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dates indicated:
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Signature Title Date
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/s/ John B. McCoy Chairman of the Board January 26, 1996
- ------------------------------- (Principal Executive
John B. McCoy Officer and Director)
/s/ Richard J. Lehmann President and Director January 26, 1996
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Richard J. Lehmann
II-4
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Signature Title Date
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/s/ Michael J. McMennamin Executive Vice President January 26, 1996
- ------------------------------- (Principal Financial
Michael J. McMennamin Officer)
/s/ William C. Leiter Controller (Principal January 26, 1996
- ------------------------------- Accounting Officer)
William C. Leiter
/s/ Charles E. Exley Director January 26, 1996
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Charles E. Exley
/s/ E. Gordon Gee Director January 26, 1996
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E. Gordon Gee
/s/ John R. Hall Director January 26, 1996
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John R. Hall
/s/ Laban P. Jackson, Jr. Director January 26, 1996
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Laban P. Jackson, Jr.
/s/ John W. Kessler Director January 26, 1996
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John W. Kessler
/s/ John G. McCoy Director January 26, 1996
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John G. McCoy
/s/ Richard L. Scott Director January 26, 1996
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Richard L. Scott
/s/ Thekla R. Shackelford Director January 26, 1996
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Thekla R. Shackelford
/s/ Alex Shumate Director January 26, 1996
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Alex Shumate
/s/ Frederick P. Stratton, Jr. Director January 26, 1996
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Frederick P. Stratton, Jr.
/s/ Robert D. Walter Director January 26, 1996
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Robert D. Walter
II-5
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
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members of the Benefits Committee of Banc One Louisiana Corporation, the
administrator of the Plan, have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Baton Rouge and State of Louisiana on January 26, 1996.
POWER OF ATTORNEY
We, the undersigned members of the Benefits Committee of Banc One Louisiana
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 each of the undersigned committee
members and in their name, place and 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 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, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, we have signed this Power of Attorney in the capacities
indicated on the dates indicated.
Signature Title Date
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/s/ G. Lee Griffin Member, January 26, 1996
- ------------------------------- Benefits Committee
G. Lee Griffin
/s/ R. Neil Williams Member, January 26, 1996
- ------------------------------- Benefits Committee
R. Neil Williams
/s/ James H. Napper, II Member, January 26, 1996
- ------------------------------- Benefits Committee
James H. Napper, II
/s/ C. Brent McCoy Member, January 26, 1996
- ------------------------------- Benefits Committee
C. Brent McCoy
/s/ Nancy M. Richmond Member, January 26, 1996
- ------------------------------- Benefits Committee
Nancy M. Richmond
II-6
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG Peat Marwick LLP.
II-7
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Exhibit 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
BANC ONE CORPORATION on Form S-8 of our report, which includes an explanatory
paragraph regarding the change in method of accounting for certain investment
securities in 1994 and the change in method of accounting for income taxes and
post-retirement benefits other than pensions in 1993, 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, as amended.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
January 26, 1996
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Exhibit 23.2
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CONSENT OF INDEPENDENT AUDITORS
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We consent to incorporation by reference in the Registration Statement on Form
S-8 of Banc One Corporation of our report dated February 10, 1995, relating to
the statements of net assets available for plan benefits of Premier Bancorp,
Inc. Savings Plus Plan as of December 31, 1994 and 1993, and the related
statements of changes in net assets available for plan benefits for each of the
years in the three-year period ended December 31, 1994, which report appears in
the December 31, 1994 annual report on Form 11-K of Premier Bancorp, Inc.
Savings Plus Plan.
/s/ KPMG Peat Marwick LLP
Baton Rouge, Louisiana
January 26, 1996
