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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANC ONE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0738296
- ----------------------------------- ----------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 East Broad Street, Columbus, Ohio 43271
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Liberty Bancorp, Inc. Profit Sharing,
Salary Deferral and Employee Stock Ownership Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
Steven Alan Bennett
Senior Vice President and General Counsel
BANC ONE CORPORATION
Department OH1-0158
100 East Broad Street, Columbus, Ohio 43271-0158
- --------------------------------------------------------------------------------
(Name and address of agent for service)
614/248-7590
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
With Copies to:
Kenneth L. Wagner, Esq.
BANC ONE CORPORATION
Department OH1-0158
100 East Broad Street
Columbus, Ohio 43271-0158
614-248-5304
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<TABLE>
<CAPTION>
Calculation of Registration Fee
===========================================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered(1) per share(2) price fee(2)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 45,000 $45.1875 $ 2,033,438 $ 617
Interests in the Liberty
Bancorp, Inc. Profit
Sharing, Salary Deferral
and Employee Stock
Ownership Plan (3)
===========================================================================================================
</TABLE>
(1) Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933.
(2) Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
the proposed maximum offering price per share and the registration fee
are based on the reported average of the high and low trade prices of the
Common Stock on the New York Stock Exchange on June 12, 1997.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of plan
interests to be offered or sold pursuant to the Liberty Bancorp, Inc.
Profit Sharing, Salary Deferral and Employee Stock Ownership Plan.
-------------------------
Exhibit Index on page II-9.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (as amended by the Form 10-K/A filed March 21, 1997).
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
3. The Registrant's Current Reports on Form 8-K filed January 28, 1997,
January 29, 1997, April 17, 1997 and April 24, 1997.
4. The description of the Common Stock contained in the Registrant's
Registration Statement filed pursuant to Section 12 of the Exchange Act on Form
8-B on May 1, 1989, including any amendment or report filed for the purpose of
updating such description.
5. The Annual Report on Form 11-K for the fiscal year ended December 31,
1995 of the Liberty Bancorp, Inc. Profit Sharing, Salary Deferral and Employee
Stock Ownership Plan (the "Plan").
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.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
The validity of the Common Stock to be issued pursuant to the Plan will
be passed upon by Steven Alan Bennett, Senior Vice President and General
Counsel of the Registrant. Mr. Bennett owns a number of shares of Common Stock
and holds options to purchase additional shares of Common Stock.
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ITEM 6. Indemnification of Directors and Officers.
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
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.
See the Exhibit Index attached hereto.
The Registrant undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code.
ITEM 9. Undertakings.
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 (notwithstanding
the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value
of securities offered would not
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exceed that which was registered) and any
deviation from the low or high and 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 20 percent 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 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
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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 June 17, 1997.
BANC ONE CORPORATION
By: /s/ Steven Alan Bennett
------------------------
Steven Alan Bennett
Senior Vice President
and General Counsel
POWER OF ATTORNEY
We, the undersigned officers and directors of BANC ONE CORPORATION, hereby
severally constitute and appoint Steven Alan Bennett, William P. Boardman,
Bobby L. Doxey, Richard D. Lodge 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 statements 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
--------- ----- ----
<S> <C> <C>
/s/ John B. McCoy Chairman of the Board June 17, 1997
- ------------------------------- (Principal Executive
John B. McCoy Officer & Director)
/s/ Richard J. Lehmann President and Director June 17, 1997
- ------------------------------
Richard J. Lehmann
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael J. McMennamin Executive Vice President June 17, 1997
- ------------------------------- (Principal Financial
Michael J. McMennamin Officer)
/s/ Bobby L. Doxey Controller (Principal June 17, 1997
- ------------------------------- Accounting Officer)
Bobby L. Doxey
/s/ Bennett Dorrance Director June 17, 1997
- -------------------------------
Bennett Dorrance
/s/ Charles E. Exley, Jr. Director June 17, 1997
- -------------------------------
Charles E. Exley, Jr.
/s/ E. Gordon Gee Director June 17, 1997
- -------------------------------
E. Gordon Gee
/s/ John R. Hall Director June 17, 1997
- -------------------------------
John R. Hall
/s/ Laban P. Jackson, Jr. Director June 17, 1997
- -------------------------------
Laban P. Jackson, Jr.
/s/ John W. Kessler Director June 17, 1997
- -------------------------------
John W. Kessler
/s/ John G. McCoy Director June 17, 1997
- -------------------------------
John G. McCoy
/s/ Thekla R. Shackelford Director June 17, 1997
- -------------------------------
Thekla R. Shackelford
/s/ Alex Shumate Director June 17, 1997
- -------------------------------
Alex Shumate
/s/ Frederick P. Stratton, Jr. Director June 17, 1997
- -------------------------------
Frederick P. Stratton, Jr.
/s/ Robert D. Walter Director June 17, 1997
- -------------------------------
Robert D. Walter
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
members of the Employee Benefits Administration Committee of Banc One Oklahoma
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 Oklahoma City and State of Oklahoma on June 17,
1997.
POWER OF ATTORNEY
We, the undersigned members of the Employee Benefits Administration Committee
of Banc One Oklahoma Corporation, hereby severally constitute and appoint
Steven Alan Bennett, William P. Boardman, Bobby L. Doxey, Richard D. Lodge 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Daniel L. Shelton Chairman of the Employee June 16, 1997
- ------------------------------- Benefits Administration
Daniel L. Shelton Committee
/s/ Mischa Gorkuscha Member of the Employee June 16, 1997
- ------------------------------- Benefits Administration
Mischa Gorkuscha Committee
/s/ Debra G. Masters Member of the Employee June 16, 1997
- ------------------------------- Benefits Administration
Debra G. Masters Committee
/s/ Douglas L. Ruhl Member of the Employee June 16, 1997
- ------------------------------- Benefits Administration
Douglas L. Ruhl Committee
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ G. Steven Puckett Member of the Employee June 16, 1997
- ------------------------------- Benefits Administration
G. Steven Puckett Committee
</TABLE>
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EXHIBIT INDEX
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
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).
5 Opinion of Steven Alan Bennett, Esq., Senior Vice President
and General Counsel of the Registrant, regarding the legality
of the securities being offered, including consent.
23.1 Consent of Steven Alan Bennett, Esq.,
Senior Vice President and General Counsel of
the Registrant (included in Exhibit 5 attached
hereto).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Arthur Andersen LLP.
24 Powers of Attorney (included elsewhere in
Part II of this Registration Statement).
</TABLE>
II-9
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Exhibit 5
June 17, 1997
To: The Board of Directors of BANC ONE CORPORATION
I have acted as counsel to BANC ONE CORPORATION, an Ohio corporation ("BANC
ONE"), in connection with the preparation and filing of a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"),
relating to the registration of 45,000 shares of common stock, no par value ($5
stated value), of BANC ONE (the "Shares"). The Shares may be issued pursuant to
the Liberty Bancorp, Inc. Profit Sharing, Salary Deferral and Employee Stock
Ownership Plan (the "Plan").
In rendering this opinion, I have examined or caused to be examined originals,
or copies certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments and have made such other and
further investigations as I have deemed necessary or appropriate for the
purposes of this opinion.
Based upon and subject to the foregoing and after examination of such matters
of law as I have deemed applicable or relevant to this opinion, I am of the
opinion that the Shares which may be issued by BANC ONE pursuant to the Plan,
when issued and paid for in accordance with the terms of the Plan, will be duly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8. In giving this consent, I do not hereby
admit that I come within the category of persons whose consent is required
under Section 7 of the Act or the General Rules and Regulations thereunder.
Very truly yours,
/s/ Steven Alan Bennett
Steven Alan Bennett
Senior Vice President and
General Counsel
<PAGE> 1
Exhibit 23.2
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 dated February 21, 1997 on our
audits of the consolidated financial statements of BANC ONE CORPORATION as of
December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995,
and 1994, incorporated by reference in BANC ONE CORPORATION's Annual Report on
Form 10-K for the year ended December 31, 1996, as amended by Form 10-K/A filed
on March 21, 1997.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
June 17, 1997
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 14, 1996
included in the Liberty Bancorp, Inc. Profit Sharing, Salary Deferral and
Employee Stock Ownership Plan Form 11-K for the year ended December 31, 1995 and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
June 17, 1997
