<PAGE> 1
PROSPECTUS SUPPLEMENT Rule 424(b)(5)
(To Prospectus dated March 3, 1997) Registration File No. 333-22413
LOGO
$500,000,000
BANC ONE CORPORATION
8% SUBORDINATED DEBENTURES DUE 2027
------------------------
Interest payable April 29 and October 29
------------------------
The 8% Subordinated Debentures due 2027 (the "Debentures") will be unsecured
and subordinated to Senior Indebtedness and General Obligations of BANC ONE
CORPORATION ("BANC ONE") as described herein. The Debentures may not be redeemed
prior to their stated maturity and will not be subject to any sinking fund. The
Debentures will rank pari passu with Existing Subordinated Indebtedness of BANC
ONE, subject to the obligations of the Holders of the Debentures to pay over any
Excess Proceeds to creditors in respect of General Obligations as described
herein. Payment of the principal of the Debentures may be accelerated only in
the case of certain events involving the bankruptcy, insolvency 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
Debentures or the performance of any covenant of BANC ONE in the Subordinated
Indenture or in the Debentures. See "Subordinated Securities -- Limited Rights
of Acceleration" in the Prospectus accompanying this Prospectus Supplement.
The Debentures will be represented by Global Securities registered in the
name of the nominee of The Depository Trust Company ("DTC"). Interests in the
Global Securities will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its direct and indirect participants.
Except as described herein, Debentures in definitive form will not be issued.
Settlement for the Debentures will be made in immediately available funds. The
Debentures will trade in DTC's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the Debentures will therefore settle in
immediately available funds. So long as the Debentures are represented by the
Global Securities, all payments of principal and interest on the Debentures will
be made by BANC ONE in immediately available funds.
------------------------
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.
------------------------
PRICE 98.647% AND ACCRUED INTEREST, IF ANY
------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS COMPANY(1)(2)
------------------------------------ ------------------
<S> <C> <C> <C>
Per Debenture.................................. 98.647% .875% 97.772%
Total.......................................... $493,235,000 $4,375,000 $488,860,000
</TABLE>
- ------------
(1) Plus accrued interest, if any, from April 29, 1997.
(2) Before deduction of expenses payable by BANC ONE estimated to be
$320,000.
------------------------
The Debentures are offered, subject to prior sale, when, as and if accepted
by the Underwriters named herein and subject to approval of certain legal
matters by Cravath, Swaine & Moore, counsel for the Underwriters. It is expected
that delivery of the Debentures in book-entry form will be made through the
facilities of The Depository Trust Company on or about April 29, 1997, against
payment in immediately available funds.
------------------------
MORGAN STANLEY & CO.
Incorporated
SALOMON BROTHERS INC
BANC ONE CAPITAL CORPORATION
DONALDSON, LUFKIN & JENRETTE
Securities Corporation
April 24, 1997
<PAGE> 2
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY BANC ONE OR THE UNDERWRITERS. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE DEBENTURES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF
OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF BANC ONE SINCE SUCH DATE.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Concurrent Offerings.................................................................. S-3
Recent Developments................................................................... S-3
Ratio of Earnings to Fixed Charges.................................................... S-3
Use of Proceeds....................................................................... S-3
Description of the Debentures......................................................... S-3
Underwriting.......................................................................... S-6
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
Regulatory Matters.................................................................... 5
Description of Debt Securities........................................................ 9
Senior Securities..................................................................... 13
Subordinated Securities............................................................... 14
Plan of Distribution.................................................................. 17
Legal Opinions........................................................................ 19
Experts............................................................................... 19
</TABLE>
------------------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE DEBEN-
TURES. SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE
OFFERING, AND MAY BID FOR, AND PURCHASE, THE DEBENTURES IN THE OPEN MARKET. FOR
A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
S-2
<PAGE> 3
CONCURRENT OFFERINGS
Concurrently with the offering of the Debentures that are the subject of
this Prospectus Supplement, BANC ONE is offering $400 million of its 7.60%
Subordinated Notes due 2007 (the "Notes") pursuant to a separate prospectus
supplement. The offering of the Debentures is not conditional upon the offering
of the Notes. The proceeds received by BANC ONE from the issuance of the
Debentures and the Notes will be used for the purposes described below. See "Use
of Proceeds."
RECENT DEVELOPMENTS
1997 FIRST QUARTER RESULTS
On April 15, 1997, BANC ONE announced results of its operations for the
three-month period ended March 31, 1997.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
1997 1996
---------- ----------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
Interest income..................................... $2,124,161 $1,984,982
Income before income tax............................ 566,045 516,055
Net income.......................................... 370,665 345,881
Net income per common share......................... $ 0.86 $ 0.77
Weighted average common shares outstanding (000).... 426,146 444,027
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------
1996 1995 1994 1993 1992
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Excluding interest on deposits........ 3.39x 3.59x 3.40x 6.08x 5.17x
Including interest on deposits........ 1.65 1.63 1.66 1.97 1.58
</TABLE>
Earnings are comprised of income before income taxes and change in
accounting principle 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.
USE OF PROCEEDS
BANC ONE intends to use the net proceeds from the sale of the Debentures
offered hereby, together with the net proceeds from the concurrent sale of the
Notes (see "Concurrent Offerings") (a combined aggregate net proceeds of
approximately $885 million), to reduce commercial paper outstanding in an amount
to be determined and for other general corporate purposes as described under
"Use of Proceeds" in the accompanying Prospectus. At March 31, 1997, BANC ONE
(parent company only) had approximately $1.6 billion of commercial paper
outstanding with an average interest rate of approximately 5.46% and an average
maturity of approximately 12 days. The proceeds from the issuance of the
commercial paper was primarily used to fund earning assets for nonbank
affiliates.
DESCRIPTION OF THE DEBENTURES
The following description of the particular terms of the Debentures offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debentures set forth in
the accompanying Prospectus under "Description of Debt Securities" and
"Subordinated Securities", to which description reference is hereby made. The
accompanying Prospectus sets forth the meaning of certain capitalized terms used
herein and not otherwise defined herein.
S-3
<PAGE> 4
The Debentures are a series of Subordinated Securities described in the
accompanying Prospectus, will be limited to $500 million aggregate principal
amount and will mature on April 29, 2027. Reference should be made to the
accompanying Prospectus for a detailed summary of additional provisions of the
Debentures and of the Subordinated Indenture under which the Debentures are
issued.
The Debentures will bear interest at the rate of 8% per annum from April
29, 1997, payable semiannually in arrears on April 29 and October 29 of each
year, commencing October 29, 1997, to the persons in whose names the Debentures
(or any predecessor Debentures) are registered at the close of business on the
preceding April 14 or October 14, as the case may be. Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months.
The Debentures may not be redeemed prior to their stated maturity and will
not be subject to any sinking fund.
The Debentures are to be issued under the Indenture relating to
subordinated debt securities dated as of March 3, 1997 (the "Subordinated
Indenture") between BANC ONE and The Chase Manhattan Bank, as trustee (the
"Trustee"). Concurrently herewith, BANC ONE is issuing the Notes as an
additional series of Securities under the Subordinated Indenture. See
"Concurrent Offerings." The Trustee is the trustee for the Notes.
SUBORDINATION
The Debentures will be unsecured and will be subordinated and junior in
right of payment to BANC ONE's obligations to the holders of Senior Indebtedness
and General Obligations of BANC ONE as described under "Subordinated Securities"
in the accompanying Prospectus. At December 31, 1996, the aggregate amount of
Senior Indebtedness and General Obligations of BANC ONE was approximately $1,842
million. Of this amount, approximately $261 million represents certain amounts
due to affiliates and guarantees of certain affiliates' indebtedness. On March
25, 1997, BANC ONE issued $750 million of its senior medium-term notes, which
constitutes Senior Indebtedness of BANC ONE. The Subordinated Indenture does not
prohibit or limit the incurrence of additional Senior Indebtedness or General
Obligations by BANC ONE.
LIMITED RIGHT OF ACCELERATION
Payment of principal of the Debentures may be accelerated only in the case
of the bankruptcy, insolvency 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 Debentures or in the performance of any other
covenant of BANC ONE in the Subordinated Indenture or in the Debentures. See
"Subordinated Securities -- Limited Rights of Acceleration" in the accompanying
Prospectus.
DELIVERY AND FORM
The Debentures initially will be represented by global securities ("Global
Securities") deposited with DTC and registered in the name of the nominee of
DTC, except as set forth below. The Debentures will be available for purchase in
denominations of $1,000 and integral multiples thereof, in book-entry form only.
Unless and until certificated Debentures are issued under the limited
circumstances described below, no beneficial owner of a Debenture shall be
entitled to receive a definitive certificate representing a Debenture. So long
as DTC or any successor depositary (collectively, the "Depositary") or its
nominee is the registered holder of the Global Securities, the Depositary, or
such nominee, as the case may be, will be considered to be the sole owner or
holder of the Debentures for all purposes of the Subordinated Indenture.
BOOK-ENTRY SYSTEM
DTC has advised BANC ONE that it is a limited-purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of
S-4
<PAGE> 5
Section 17A of the Exchange Act. DTC was created to hold securities for its
participating organizations (the "Participants") and facilitate the clearance
and settlement of securities transactions between Participants through
electronic book-entry changes in accounts of its Participants, thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies and clearing corporations
and may include certain other organizations (including the Underwriters).
Indirect access to the DTC system also is available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly (the "Indirect
Participants"). Beneficial owners of the Debentures that are not Participants or
Indirect Participants but desire to purchase, sell or otherwise transfer
ownership of, or other interest in, the Debentures may do so only through
Participants and Indirect Participants.
Payments with respect to the Global Securities will be made by the Paying
Agent to DTC or any successor depositary, or its nominee. BANC ONE expects that
any such Depositary, or its nominee, upon receipt of any payment of principal of
or interest on the Global Securities will credit the amounts of its Participants
with payments in amounts proportionate to such Participants' ownership interest
in the Global Securities. Beneficial owners of the Debentures, directly or
indirectly, will receive distributions of principal and interest in proportion
to their beneficial ownership through the Participants. Consequently, any
payments to beneficial owners of the Debentures will be subject to the terms,
conditions and time of payment required by the Depositary, the Participants and
Indirect Participants, as applicable. BANC ONE expects that such payments will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street name."
Such payments will be the responsibility of such Participants and Indirect
Participants. Neither BANC ONE, the Trustee for the Debentures, any Paying Agent
nor the Note Registrar for the Debentures will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the Debentures or for maintaining,
supervising or reviewing any record relating to such beneficial ownership
interests.
Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the Debentures and is required to
receive and transmit distributions of principal and interest on the Debentures.
Participants and Indirect Participants with which beneficial owners of the
Debentures have accounts similarly are required to make book-entry transfers and
receive and transmit such payments on behalf of their respective beneficial
owners of the Debentures. Accordingly, although beneficial owners of the
Debentures will not possess certificated Debentures, beneficial owners will
receive payments and will be able to transfer their interests.
Since it is anticipated that the only holder of the Debentures will be the
Depositary or its nominee, beneficial owners of the Debentures will not be
recognized as holders of the Debentures under the Subordinated Indenture unless
certificated definitive Debentures are issued. So long as the Debentures are
represented by the Global Securities, beneficial owners of the Debentures will
only be permitted to exercise the rights of holders of Debentures indirectly
through the Participants who in turn will exercise such rights through the
Depositary.
If the Depositary 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 Debentures in definitive form in
exchange for the Global Securities representing the Debentures. In addition,
BANC ONE may at any time and in its sole discretion determine not to have the
Debentures represented by Global Securities and, in such event, will issue
individual Debentures in definitive form in exchange for the Global Securities
representing the Debentures. In either instance, BANC ONE will issue Debentures
in definitive form equal in aggregate principal amount to the Global Securities,
in such names and in such principal amounts as the Depositary shall request.
Debentures so issued in definitive form will be issued in denominations of
$1,000 and integral multiples thereof and will be issued in registered form only
without coupons.
S-5
<PAGE> 6
UNDERWRITING
Subject to the terms and conditions contained in an Underwriting Agreement
dated April 24, 1997 (the "Underwriting Agreement"), BANC ONE has agreed to sell
to each of the Underwriters named below (the "Underwriters"), severally, and
each of the Underwriters has severally agreed to purchase, the respective
principal amount of the Debentures set forth opposite their respective names
below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
NAME OF DEBENTURES
------------------------------------------------------------- ----------------
<S> <C>
Morgan Stanley & Co. Incorporated............................ $125,000,000
Salomon Brothers Inc......................................... 125,000,000
Banc One Capital Corporation................................. 125,000,000
Donaldson, Lufkin & Jenrette Securities Corporation.......... 125,000,000
----------------
Total.............................................. $500,000,000
=============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are obligated to take and pay for all of the Debentures if any are
taken.
The Underwriters initially propose to offer the Debentures to the public at
the public offering price set forth on the cover page of this Prospectus
Supplement and to certain dealers at such price less a concession not in excess
of .500% of the principal amount of the Debentures. The Underwriters may allow,
and such dealers may reallow, a concession not in excess of .250% of the
principal amount of the Debentures to certain other dealers. After the initial
public offering, the public offering price and other selling terms for the
Debentures may from time to time be varied by the Underwriters.
The Debentures are a new issue of securities with no established trading
market. BANC ONE does not intend to apply for listing of the Debentures on a
national securities exchange. The Underwriters presently intend to make a market
in the Debentures in the secondary trading market. However, the Underwriters are
not obligated to make a market in the Debentures and any such market making may
be discontinued at any time at the sole discretion of the Underwriters. No
assurance can be given as to the liquidity of, or the trading markets for, the
Debentures.
BANC ONE has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Underwriters and certain of their affiliates and associates may be
customers of, have borrowing relationships with, engage in transactions with,
and/or perform services, including investment banking services, for, BANC ONE
and its subsidiaries in the ordinary course of business.
In order to facilitate the offering of the Debentures, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Debentures. Specifically, the Underwriters may overallot in connection with
the offering, creating a short position in the Debentures for their own account.
In addition, to cover overallotments or to stabilize the price of the
Debentures, the Underwriters may bid for, and purchase, the Debentures in the
open market. Finally, the underwriting syndicate may reclaim selling concessions
allowed to an underwriter or dealer for distributing the Debentures in the
offering, if the syndicate repurchases previously distributed Debentures in
transactions to cover syndicate short positions, in stabilization transactions
or otherwise. Any of these activities may stabilize or maintain the market price
of the Debentures above independent market levels. The Underwriters are not
required to engage in these activities, and may end any of these activities at
any time.
One of the Underwriters, Banc One Capital Corporation ("BOCC"), is an
affiliate of BANC ONE. The participation of BOCC in the offer and sale of the
Debentures as described herein complies and will comply with Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD")
regarding the offer and sale of securities of an affiliate. No NASD member
participating in offers and sales of securities may execute a transaction in the
Debentures in a discretionary account without the prior specific written
approval of the member's customer. Any obligations of BOCC are the sole
obligations of BOCC and do not create any obligations on the part of BANC ONE or
any other affiliate of BOCC.
S-6
<PAGE> 7
This Prospectus Supplement and the accompanying Prospectus may be used by
BOCC in connection with offers and sales related to secondary market
transactions in the Debentures. BOCC may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing market
prices at the time of sale.
S-7
<PAGE> 8
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 9
PROSPECTUS
[BANK ONE LOGO]
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
$2,900,000,000, 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,
insolvency or reorganization of BANC ONE, and no right of acceleration will
exist in the case of default in the payment of principal of, premium, if any, or
interest on the Subordinated Securities or in the performance of any other
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.
------------------------------
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 MARCH 3, 1997.
<PAGE> 10
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".
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 material may be
accessed electronically at the Commission's site on the World Wide Web located
at http://www.sec.gov. Such reports, proxy statements and other material
concerning BANC ONE may also 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.
2
<PAGE> 11
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, 1995 (as amended by Form 10-K/A filed June 27, 1996);
(ii) BANC ONE's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996; and
(iii) BANC ONE's Current Reports on Form 8-K filed January 28, 1997
and January 29, 1997.
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.
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, OH1-0251,100 EAST BROAD
STREET, COLUMBUS, OHIO 43271-0251, ATTENTION: INVESTOR RELATIONS, (614)
248-6889.
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<PAGE> 12
BANC ONE CORPORATION
BANC ONE is a multi-bank holding company that, at December 31, 1996,
operated approximately 1,500 banking offices in Arizona, Colorado, Illinois,
Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. At December 31, 1996, BANC ONE had consolidated total assets of
$101.8 billion, consolidated total deposits of $72.4 billion and consolidated
total stockholders' equity of $8.6 billion. At September 30, 1996, BANC ONE
ranked 10th among the nation's publicly owned bank holding companies in terms of
consolidated average total assets and 9th in terms of consolidated average
common equity.
At December 31, 1995 BANC ONE's bank subsidiaries (the "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 December 31, 1996, 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 owns nonbank subsidiaries that engage
in credit card and merchant processing, consumer and education finance, mortgage
banking, insurance, venture capital, investment and merchant banking, trust,
brokerage, investment management, equipment leasing and data processing.
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 approximately 1,500. BANC ONE continues to explore
opportunities to acquire banks and nonbank companies permitted by the Bank
Holding Company Act of 1956, as amended (the "BHCA"). 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 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--Dividend
Restrictions" 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.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED DECEMBER 31,
SEPTEMBER 30, ----------------------------------------
1996 1995 1994 1993 1992 1991
----------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding interest on deposits........ 3.45x 3.59x 3.40x 6.08x 5.17x 3.21x
Including interest on deposits........ 1.66 1.63 1.66 1.97 1.58 1.31
</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.
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<PAGE> 13
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
The following discussion sets forth certain of the material elements of the
regulatory framework applicable to bank holding companies and their subsidiaries
and provides certain specific information relevant to BANC ONE. This regulatory
framework is intended primarily for the protection of depositors and the federal
deposit insurance funds and not for the protection of security holders. To the
extent that the following information describes statutory and regulatory
provisions, it is qualified in its entirety by reference to those provisions. A
change in the statutes, regulations or regulatory policies applicable to BANC
ONE or its subsidiaries may have a material effect on the business of BANC ONE.
GENERAL
As a bank holding company, BANC ONE is subject to regulation under the
BHCA, and to inspection, examination and supervision by the Federal Reserve.
Under the BHCA, bank holding companies generally may not acquire the ownership
or control of more than 5% of the voting shares or substantially all the assets
of any company, including a bank, without the Federal Reserve's prior approval.
In addition, bank holding companies generally may engage, directly or
indirectly, only in banking and such other activities as are determined by the
Federal Reserve to be closely related to banking.
Various governmental requirements, including Sections 23A and 23B of the
Federal Reserve Act, limit borrowings by BANC ONE and its nonbank subsidiaries
from BANC ONE's affiliate banks, and also limit various other transactions
between BANC ONE and its nonbank subsidiaries, on the one hand, and BANC ONE's
affiliate banks, on the other. For example, Section 23A limits to no more than
10% of its total capital the aggregate outstanding amount of any bank's loans
and other "covered transactions" with any particular nonbank affiliate; and
limits to no more than 20% of its total capital the aggregate outstanding amount
of any bank's covered transactions with all of its nonbank affiliates. Section
23A also generally requires that a bank's loans to its nonbank affiliates be
secured, and Section 23B generally requires that a bank's transactions with its
nonbank affiliates be on arms' length terms.
Most of BANC ONE's affiliate banks are national banking associations and,
as such, are subject to regulation primarily by the Office of the Comptroller of
the Currency ("OCC") and, secondarily, by the Federal Deposit Insurance
Corporation ("FDIC") and the Federal Reserve. BANC ONE's state-chartered banks
also are subject to regulation by the FDIC and the Federal Reserve and, in
addition, by their respective state banking departments. BANC ONE and its
subsidiaries also are affected by the fiscal and monetary policies of the
federal government and the Federal Reserve, and by various other governmental
requirements and regulations.
LIABILITY FOR BANK SUBSIDIARIES
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
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<PAGE> 14
support each such subsidiary bank. This support may be required at times when
BANC ONE may not have the resources to provide it. In addition, Section 55 of
the National Bank Act permits the OCC to order the pro rata assessment of
shareholders of a national bank whose capital has become impaired. If a
shareholder fails within three months to pay such an assessment, the OCC can
order the sale of the shareholder's stock to cover the deficiency. 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 would be assumed by the bankruptcy trustee and entitled to
priority of payment.
Any depository institution insured by the FDIC can be held liable for any
loss incurred, or reasonably expected to be incurred, by the FDIC 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.
Also, in the event that such a default occurred with respect to a bank, any
loans to the bank from its parent holding company would be subordinate in right
of payment to payment of the bank's depositors and certain of its other
obligations.
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 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 Tier 2 capital) equal
to at least 4% and 8% of its total risk-weighted assets, respectively. At
December 31, 1996, BANC ONE met both requirements, with Tier 1 and total capital
equal to 9.03% and 13.12% 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 December 31,
1996, BANC ONE's leverage ratio was 8.24%.
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.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions,
6
<PAGE> 15
depending on the category in which an institution is classified. Failure to meet
the capital guidelines could also subject a banking institution to capital
raising requirements. An "undercapitalized" bank must develop a capital
restoration plan and its parent holding company must guarantee that bank's
compliance with the plan. The liability of the parent holding company under any
such guarantee is limited to the lesser of 5% of the bank's assets at the time
it became "undercapitalized" or the amount needed to comply with the plan.
Furthermore, in the event of the bankruptcy of the parent holding company, such
guarantee would take priority over the parent's general unsecured creditors. In
addition, FDICIA requires the various regulatory agencies to prescribe certain
non-capital standards for safety and soundness relating generally to operations
and management, asset quality and executive compensation and permits regulatory
action against a financial institution that does not meet such standards.
The Federal Reserve, the FDIC and the OCC have adopted rules to incorporate
market and interest rate risk components into their risk-based capital
standards.
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, 1996, $0.6 billion of the total
stockholders' equity of the affiliate banks 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
BANC ONE's 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.
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") and Savings Association
Insurance Fund ("SAIF") 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.
Effective January 1, 1997, the annual insurance premiums on bank deposits
insured by the BIF and SAIF vary between $0.00 per $100 of deposits for banks
classified in the highest capital and supervisory evaluation categories to $0.27
per $100 of deposits for banks classified in the lowest capital and supervisory
evaluation categories.
The Deposit Insurance Funds Act of 1996 ("DIFA") provides for assessments
to be imposed on insured depository institutions with respect to deposits
insured by the BIF and the SAIF (in addition to assessments currently imposed on
depository institutions with respect to BIF- and SAIF-insured deposits) to pay
for the cost of Financing Corporation ("FICO") funding. The FDIC established the
FICO assessment rates effective January 1, 1997 at $0.013 per $100 annually for
BIF-assessable deposits and $0.0648 per $100 annually for SAIF-assessable
deposits. BANC ONE's affiliate banks held approximately $5.3 billion of
SAIF-assessable deposits as of January 1, 1997. The FICO assessments do not vary
depending upon a depository institution's capitalization or supervisory
evaluations. BANC ONE currently estimates its FICO assessments may amount
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<PAGE> 16
to $8 million after-tax in 1997 with similar assessments per year through 1999
(or earlier if no savings associations exist prior to December 31, 1999) in
connection with such funding.
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 (i)
paying an interest rate on deposits in excess of 75 basis points over certain
prevailing market rates or (ii) offering "pass through" deposit insurance on
certain employee benefit plan accounts unless it provides certain notice to
affected depositors.
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 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 affiliate banks under a smaller number of separate charters.
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<PAGE> 17
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 March 3, 1997 (the "Senior Indenture") between BANC ONE and The
Chase Manhattan Bank ("Chase"), as Trustee. The Subordinated Securities will be
issued under an Indenture dated as of March 3, 1997 (the "Subordinated
Indenture"), between BANC ONE and Chase, as Trustee. The Senior Indenture and
the Subordinated Indenture are collectively referred to herein as the
"Indentures". References to the "Trustee" shall mean Chase in its capacity as
trustee under the Senior Indenture or the Subordinated Indenture, 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 aggregate principal 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 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
9
<PAGE> 18
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. 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.
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, 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
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<PAGE> 19
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 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.
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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.
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
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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.
REGARDING CHASE
Chase is the Trustee under both the Senior Indenture and the Subordinated
Indenture. Chase Manhattan Bank Delaware, an affiliate of Chase, serves as
trustee under the indenture with BANC ONE relating to BANC ONE's 9.875%
Subordinated Notes due March 1, 2009. In addition, BANC ONE maintains other
banking relationships with Chase.
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 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
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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.
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 applicable 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
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
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extent provided in the Subordinated Indenture, also be effectively subordinated
in right of payment to the prior payment in full of all General Obligations (as
defined below).
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 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 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.
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, BANC ONE's 8.74% Subordinated Notes Due September 15, 2003, BANC ONE's
7.00% Subordinated Notes due July 15, 2005 (the "July 2005 Notes"), BANC ONE's
9.875% Subordinated Notes Due March 1, 2009, BANC ONE's 10.00% Subordinated
Notes Due August 15, 2010, BANC ONE's 7.75% Subordinated Debentures due on July
15, 2025 (the "July 2025 Debentures") and BANC ONE's 7.625% Subordinated
Debentures due October 15, 2026 (the "October 2026 Debentures") (collectively,
all of the foregoing notes and debentures are hereinafter referred to as 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
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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 July 2005 Notes, the July 2025 Debentures and the October 2026
Debentures all constitute New Subordinated Securities; all other Existing
Subordinated Indebtedness constitutes 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, insolvency 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.
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, insolvency 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
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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 applicable Trustee a written
statement of officers as to the existence or non-existence of defaults under the
Subordinated Indenture or the Subordinated Securities.
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.
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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 reasonable 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 forth 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
shall have purchased such Debt Securities not sold for delayed delivery. The
underwriters and such other persons will not have any responsibility in respect
of the validity or performance of such contracts.
Any underwriter or agent participating in the distribution of the Debt
Securities may be deemed to be an underwriter, as that term is defined in the
Securities Act, of the Debt Securities so offered and sold and any discounts or
commissions received by them from BANC ONE and any profit realized by them on
the sale or resale of the Debt Securities may be deemed to be underwriting
discounts and commissions under the Securities Act.
Underwriters and agents may be entitled, under agreements entered into with
BANC ONE, to indemnification by BANC ONE against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which such underwriters or agents may be required to make in respect
thereof.
Certain of any such underwriters and agents including their associates, may
be customers of, engage in transactions with and perform services for, BANC ONE
and its subsidiaries in the ordinary course of business. An affiliate of BANC
ONE may from time to time act as an agent or underwriter in connection with the
sale of the Securities to the extent permitted by applicable law. The
participation of such affiliate in the offer and
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sale of the Securities will comply with Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc. regarding the offer and sale of
securities of an affiliate.
This Prospectus and related Prospectus Supplements may be used by an
affiliate of BANC ONE in connection with offers and sales related to secondary
market transactions in Securities. Such affiliate, to the extent permitted by
law, may act as principal or agent in such transactions. Such sales will be made
at prices related to prevailing market prices at the time of sale.
LEGAL OPINIONS
Certain legal matters relating to the Debt Securities offered hereby will
be passed upon for BANC ONE by Steven Alan Bennett, Senior Vice President and
General Counsel of BANC ONE, and for any underwriters, selling agents and
certain other purchasers by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth
Avenue, New York, New York 10019. Mr. Bennett owns a number of shares of BANC
ONE common stock and holds options to purchase additional shares of BANC ONE
common stock. Cravath, Swaine & Moore performs legal services for BANC ONE from
time to time.
EXPERTS
The consolidated financial statements of BANC ONE and its subsidiaries,
included in the Annual Report on Form 10-K of BANC ONE for the fiscal year ended
December 31, 1995, as amended by Form 10-K/A filed June 27, 1996, have been
audited by Coopers & Lybrand L.L.P., independent accountants, as set forth in
their report dated February 21, 1996 accompanying such financial statements, and
are incorporated herein by reference in reliance upon the report of such firm,
which report is given upon their authority as experts in accounting and
auditing.
Any financial statements and schedules hereafter incorporated by reference
in the registration statement of which this prospectus is a part that have been
audited and are the subject of a report by independent accountants will be so
incorporated by reference in reliance upon such reports and upon the authority
of such firms as experts in accounting and auditing to the extent covered by
consents filed with the Commission.
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