<PAGE> 1
PRICING SUPPLEMENT TO PROSPECTUS SUPPLEMENT DATED
MARCH 20, 1997 TO PROSPECTUS DATED MARCH 3, 1997
$750,000,000
BANC ONE CORPORATION BANK ONE LOGO
$200,000,000 6.70% SENIOR MEDIUM-TERM NOTES DUE 2000
$200,000,000 FLOATING RATE SENIOR MEDIUM-TERM NOTES DUE 2000
$200,000,000 FLOATING RATE SENIOR MEDIUM-TERM NOTES DUE 2001
$150,000,000 7.00% SENIOR MEDIUM-TERM NOTES DUE 2002
------------------------
This document (the "Pricing Supplement") is issued to give details of an
issue by BANC ONE CORPORATION (the "Company") of its Medium-Term Notes.
This Pricing Supplement relating to $750,000,000 of the Company's Senior
Medium-Term Notes (the "Notes") supplements the terms and conditions in, and
incorporates by reference, the Prospectus dated March 3, 1997 and the Prospectus
Supplement dated March 20, 1997 relating to up to $2,000,000,000 of the
Company's Medium-Term Notes, and all documents incorporated by reference therein
(together, the "Prospectus"), and should be read in conjunction with the
Prospectus. Unless otherwise defined in this Pricing Supplement, terms used
herein have the same meaning as in the Prospectus.
------------------------
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 PRICING SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
----------------- ----------- -------------
<S> <C> <C> <C>
Per 6.70% Note due 2000......................................... 99.938% 0.350% 99.588%
Total......................................................... $199,876,000 $700,000 $199,176,000
Per Floating Rate Note due 2000................................. 100.000% 0.325% 99.675%
Total......................................................... $200,000,000 $650,000 $199,350,000
Per Floating Rate Note due 2001................................. 100.000% 0.425% 99.575%
Total......................................................... $200,000,000 $850,000 $199,150,000
Per 7.00% Note due 2002......................................... 99.896% 0.500% 99.396%
Total......................................................... $149,844,000 $750,000 $149,094,000
</TABLE>
- ---------------
(1) Plus accrued interest, if any, from March 25, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $500,000 payable by the Company.
------------------------
The Notes offered hereby are offered, severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the Notes
will be ready for delivery in book-entry form only through the facilities of DTC
in New York, New York, on or about March 25, 1997 against payment therefor in
immediately available funds.
GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON
LAZARD FRERES & CO. LLC
LEHMAN BROTHERS
J.P. MORGAN & CO.
UBS SECURITIES
------------------------
The date of this Pricing Supplement is March 20, 1997.
<PAGE> 2
USE OF PROCEEDS
The Company expects to use the net proceeds from the sale of the Notes
offered hereby to reduce outstanding borrowings under a revolving credit
facility with Morgan Guaranty Trust Company of New York, an affiliate of J.P.
Morgan Securities Inc., and for other general corporate purposes as described
under "Use of Proceeds" in the accompanying Prospectus. At March 20, 1997, the
Company had $600 million in outstanding borrowings under the credit facility.
Such borrowings mature on March 24, 1997 and bear interest at a rate of 5.575%.
The credit facility terminates on March 31, 1997. Proceeds from borrowings under
the credit facility were used to finance the repurchase by the Company of shares
of its outstanding common stock and to finance the purchase of shares of First
USA, Inc. common stock in connection with the proposed acquisition of First USA,
Inc.
DESCRIPTION OF NOTES
The following items under this heading "Description of Notes" are the
particular terms which relate to the issue which is the subject of this Pricing
Supplement.
<TABLE>
<S> <C>
6.70% NOTES DUE 2000
Type of Notes: Senior Fixed Rate Notes
Principal Amount: $200,000,000
Issue Price: 99.938% of the Principal Amount
Date of Issue: March 25, 1997
Maturity Date: March 24, 2000
Specified Currency: U.S. Dollars
Interest Rate: 6.70%
Interest Payment Dates: March 25 and September 25 of each year, commencing September 25, 1997
Regular Record Dates: March 10 and September 10 preceding the related Interest Payment Date
FLOATING RATE NOTES DUE 2000
Type of Notes: Senior Floating Rate Notes
Principal Amount: $200,000,000
Issue Price: 100.000% of the Principal Amount
Date of Issue: March 25, 1997
Maturity Date: March 24, 2000
Specified Currency: U.S. Dollars
Initial Interest Rate: LIBOR + 7 basis points, calculated as if the Date of Issue were an Interest Reset Date
Base Rate: LIBOR
Designated LIBOR Page: Telerate Page 3750
Index Maturity: 3 months
Index Currency: U.S. Dollars
Interest Payment Dates: March 25, June 25, September 25 and December 25 of each year, commencing June 25, 1997
Interest Reset Dates: Each Interest Payment Date
Interest Reset Period: Quarterly
Interest Payment Period: Quarterly
Spread: +7 basis points
FLOATING RATE NOTES DUE 2001
Type of Notes: Senior Floating Rate Notes
Principal Amount: $200,000,000
Issue Price: 100.000% of the Principal Amount
Date of Issue: March 25, 1997
Maturity Date: March 23, 2001
Specified Currency: U.S. Dollars
Initial Interest Rate: LIBOR + 13.5 basis points, calculated as if the Date of Issue were an Interest Reset Date
Base Rate: LIBOR
Designated LIBOR Page: Telerate Page 3750
Index Maturity: 3 months
Index Currency: U.S. Dollars
Interest Payment Dates: March 25, June 25, September 25 and December 25 of each year, commencing June 25, 1997
Interest Reset Dates: Each Interest Payment Date
Interest Reset Period: Quarterly
Interest Payment Period: Quarterly
Spread: +13.5 basis points
7.00% NOTES DUE 2002
Type of Notes: Senior Fixed Rate Notes
Principal Amount: $150,000,000
Issue Price: 99.896% of the Principal Amount
Date of Issue: March 25, 1997
Maturity Date: March 25, 2002
Specified Currency: U.S. Dollars
Interest Rate: 7.00%
Interest Payment Dates: March 25 and September 25 of each year, commencing September 25, 1997
Regular Record Dates: March 10 and September 10 preceding the related Interest Payment Date
</TABLE>
P-2
<PAGE> 3
UNDERWRITING
Subject to the terms and conditions set forth in the Distribution Agreement
and a Terms Agreement dated March 20, 1997(the "Terms Agreement"), the Company
has agreed to sell to each of the Underwriters named below and each of the
Underwriters has severally agreed to purchase the Notes set forth opposite its
name below:
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
PRINCIPAL AMOUNT OF AMOUNT OF PRINCIPAL
AMOUNT OF 6.70% FLOATING RATE FLOATING RATE AMOUNT OF 7.00%
UNDERWRITER NOTES DUE 2000 NOTES DUE 2000 NOTES DUE 2001 NOTES DUE 2002
----------- --------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Goldman, Sachs & Co............... $ 33,375,000 $ 33,375,000 $ 33,375,000 $ 25,000,000
Credit Suisse First Boston
Corporation..................... 33,325,000 33,325,000 33,325,000 25,000,000
Lazard Freres & Co. LLC........... 33,325,000 33,325,000 33,325,000 25,000,000
Lehman Brothers Inc............... 33,325,000 33,325,000 33,325,000 25,000,000
J.P. Morgan Securities Inc........ 33,325,000 33,325,000 33,325,000 25,000,000
UBS Securities LLC................ 33,325,000 33,325,000 33,325,000 25,000,000
------------ ------------ ------------ ------------
Total.................... $ 200,000,000 $200,000,000 $200,000,000 $ 150,000,000
============ ============ ============ ============
</TABLE>
Under the terms and conditions of the Distribution Agreement and related
Terms Agreement, the Underwriters are committed to take and pay for all of the
Notes, if any are taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering prices set forth on the cover page of this
Pricing Supplement, and in part to certain securities dealers at such prices
less a concession of 0.200% of the principal amount of the 6.70% Notes due 2000,
0.200% of the principal amount of the Floating Rate Notes due 2000, 0.250% of
the principal amount of the Floating Rate Notes due 2001 and 0.300% of the
principal amount of the 7.00% Notes due 2002. The Underwriters may allow, and
such dealers may reallow, to certain brokers and dealers a concession not to
exceed 0.125% of the principal amount of the 6.70% Notes due 2000, the Floating
Rate Notes due 2000 and the Floating Rate Notes due 2001, and a concession not
to exceed 0.250% of the principal amount of the 7.00% Notes due 2002. After the
Notes are released for sale to the public, the offering prices and other selling
terms may from time to time be varied by the Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the Securities Act of 1933.
From time to time, the Underwriters have provided various commercial
banking, investment banking and other services to the Company for which they
have received customary compensation. Each of Lazard Freres & Co. LLC and UBS
Securities LLC has advised the Company with respect to its proposed acquisition
of First USA, Inc.
It is expected that approximately 80% of the net proceeds of the offering
will be applied to repayment of a loan made to the Company by Morgan Guaranty
Trust Company of New York, an affiliate of J.P. Morgan Securities Inc. Under the
Conduct Rules of the National Association of Securities Dealers, Inc. (the
"NASD"), special considerations apply to a public offering of securities where
more than 10% of the net proceeds thereof will be paid to a participating
underwriter or any of its affiliates. Therefore, this offering is being
conducted pursuant to Rule 2710(c)(8) of the NASD Conduct Rules which
establishes certain procedural safeguards in connection with offerings in such
circumstances in which NASD member firms intend to participate and where more
than 10% of the offering proceeds are to be paid to them or their affiliates.
P-3
<PAGE> 4
============================================================
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, THE PROSPECTUS SUPPLEMENT OR THE PRICING
SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED HEREIN,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR BY ANY UNDERWRITER. THIS PROSPECTUS, THE
PROSPECTUS SUPPLEMENT AND THE PRICING SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED BY THIS
PROSPECTUS, THE PROSPECTUS SUPPLEMENT AND THE PRICING
SUPPLEMENT OR AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS, THE PROSPECTUS SUPPLEMENT OR THE PRICING
SUPPLEMENT NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS
PROSPECTUS, THE PROSPECTUS SUPPLEMENT OR THE PRICING
SUPPLEMENT, OR THAT THE INFORMATION HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.
---------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PRICING SUPPLEMENT
Use of Proceeds....................... P-2
Description of Notes.................. P-2
Underwriting.......................... P-3
PROSPECTUS SUPPLEMENT
Description of Notes.................. S-2
Risks Relating to Indexed Notes....... S-14
Foreign Currency Risks................ S-15
Certain United States Federal
Income Tax Considerations............. S-17
Supplemental Plan of Distribution..... S-23
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 3
BANC ONE CORPORATION.................. 4
Ratio of Earnings to Fixed Charges.... 4
Use of Proceeds....................... 5
Description of Debt Securities........ 9
Senior Securities..................... 13
Subordinated Securities............... 14
Plan of Distribution.................. 17
Legal Opinions........................ 19
Experts............................... 19
</TABLE>
============================================================
============================================================
$750,000,000
BANC ONE
CORPORATION
$200,000,000 6.70% SENIOR
MEDIUM-TERM NOTES DUE 2000
$200,000,000 FLOATING RATE SENIOR
MEDIUM-TERM NOTES DUE 2000
$200,000,000 FLOATING RATE SENIOR
MEDIUM-TERM NOTES DUE 2001
$150,000,000 7.00% SENIOR
MEDIUM-TERM NOTES DUE 2002
---------------------
PRICING SUPPLEMENT
---------------------
GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON
LAZARD FRERES & CO. LLC
LEHMAN BROTHERS
J.P. MORGAN & CO.
UBS SECURITIES
============================================================
