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REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANC ONE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 31-0738296
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 East Broad Street, Columbus, Ohio 43271
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(Address of Principal Executive Offices) (Zip Code)
BANC ONE CORPORATION 1995 Stock Incentive Plan
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(Full title of the plan)
Steven Alan Bennett
Senior Vice President and General Counsel
BANC ONE CORPORATION
Department OH1-0158
100 East Broad Street, Columbus, Ohio 43271-0158
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(Name and address of agent for service)
614/248-7590
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(Telephone number, including area code, of agent for service)
With Copies to:
Kenneth L. Wagner, Esq.
BANC ONE CORPORATION
Department OH1-0158
100 East Broad Street
Columbus, Ohio 43271-0158
614-248-5304
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<TABLE>
<CAPTION>
Calculation of Registration Fee
=============================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered(1) per share(2) price fee(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 15,000,000 $42.00 $630,000,000 $190,910
=============================================================================================
</TABLE>
(1) Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933.
(2) Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
the proposed maximum offering price per share and the registration fee
are based on the reported average of the high and low trade prices of the
Common Stock on the New York Stock Exchange on May 16, 1997.
--------------
Exhibit Index on page II-4.
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STATEMENT UNDER GENERAL INSTRUCTION E
This Registration Statement on Form S-8 relates to 15,000,000 shares of
the common stock, no par value ($5 stated value), of the Registrant ("Common
Stock") representing additional shares of Common Stock authorized for issuance
under the BANC ONE CORPORATION 1995 Stock Incentive Plan (the "1995 Plan").
Pursuant to General Instruction E to Form S-8, the Registrant hereby
incorporates by reference the contents of its earlier Registration Statement on
Form S-8 (File No. 33-58923) relating to the 1995 Plan, except for the Items
set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (as amended by the Form 10-K/A filed March 21, 1997).
2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
3. The Registrant's Current Reports on Form 8-K filed January 28, 1997,
January 29, 1997, April 17, 1997 and April 24, 1997.
4. The description of the Common Stock contained in the Registrant's
Registration Statement filed pursuant to Section 12 of the Exchange Act on Form
8-B on May 1, 1989, including any amendment or report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
ITEM 5. Interests of Named Experts and Counsel.
The validity of the Common Stock to be issued pursuant to the 1995 Plan
will be passed upon by Steven Alan Bennett, Senior Vice President and General
Counsel of the Registrant. Mr. Bennett owns a number of shares of Common Stock
and holds options to purchase additional shares of Common Stock.
ITEM 8. Exhibits.
See the Exhibit Index attached hereto.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on May 22, 1997.
BANC ONE CORPORATION
By: /s/ Steven Alan Bennett
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Steven Alan Bennett
Senior Vice President
and General Counsel
POWER OF ATTORNEY
We, the undersigned officers and directors of BANC ONE CORPORATION, hereby
severally constitute and appoint Steven Alan Bennett, William P. Boardman,
Bobby L. Doxey, Richard D. Lodge or Michael J. McMennamin, and each of them,
our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for us and in our stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and any subsequent registration statements filed by BANC ONE CORPORATION
pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
WITNESS our hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ John B. McCoy Chairman of the Board May 22, 1997
- ------------------------------- (Principal Executive
John B. McCoy Officer & Director)
/s/ Richard J. Lehmann President and Director May 22, 1997
- ------------------------------
Richard J. Lehmann
</TABLE>
II-2
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Michael J. McMennamin Executive Vice President May 22, 1997
- ------------------------------- (Principal Financial
Michael J. McMennamin Officer)
/s/ Bobby L. Doxey Controller (Principal May 22, 1997
- ------------------------------- Accounting Officer)
Bobby L. Doxey
/s/ Bennett Dorrance Director May 22, 1997
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Bennett Dorrance
/s/ Charles E. Exley, Jr. Director May 22, 1997
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Charles E. Exley, Jr.
/s/ E. Gordon Gee Director May 22, 1997
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E. Gordon Gee
/s/ John R. Hall Director May 22, 1997
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John R. Hall
/s/ Laban P. Jackson, Jr. Director May 22, 1997
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Laban P. Jackson, Jr.
/s/ John W. Kessler Director May 22, 1997
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John W. Kessler
/s/ John G. McCoy Director May 22, 1997
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John G. McCoy
/s/ Thekla R. Shackelford Director May 22, 1997
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Thekla R. Shackelford
/s/ Alex Shumate Director May 22, 1997
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Alex Shumate
/s/ Frederick P. Stratton, Jr. Director May 22, 1997
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Frederick P. Stratton, Jr.
/s/ Robert D. Walter Director May 22, 1997
- -------------------------------
Robert D. Walter
</TABLE>
II-3
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EXHIBIT INDEX
FORM S-8 REGISTRATION STATEMENT
BANC ONE CORPORATION
1995 Stock Incentive Plan
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<CAPTION>
Exhibit No. Description of Exhibit Sequential Page No.
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<S> <C>
4 Amended Articles of Incorporation of the
Registrant (incorporated by reference from
Exhibit 3-1 of the Registrant's Annual Report
on Form 10-K for the year ended December 31,
1991).
5 Opinion of Steven Alan Bennett, Esq.,
Senior Vice President and General Counsel of
the Registrant, regarding the legality of the
securities being offered, including consent.
23.1 Consent of Steven Alan Bennett, Esq.,
Senior Vice President and General Counsel of
the Registrant (included in Exhibit 5 attached
hereto).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included elsewhere in
Part II of this Registration Statement).
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May 22, 1997
To: The Board of Directors of BANC ONE CORPORATION
I have acted as counsel to BANC ONE CORPORATION, an Ohio corporation ("BANC
ONE"), in connection with the preparation and filing of a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"),
relating to the registration of 15,000,000 shares of common stock, no par value
($5 stated value), of BANC ONE (the "Shares"). The Shares may be issued
pursuant to the BANC ONE CORPORATION 1995 Stock Incentive Plan (the "1995
Plan").
In rendering this opinion, I have examined or caused to be examined originals,
or copies certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments and have made such other and
further investigations as I have deemed necessary or appropriate for the
purposes of this opinion
Based upon and subject to the foregoing and after examination of such matters
of law as I have deemed applicable or relevant to this opinion, I am of the
opinion that the Shares which may be issued by BANC ONE pursuant to the 1995
Plan, when issued and paid for in accordance with the terms of the 1995 Plan
and the applicable Award Agreement (as defined in the 1995 Plan), will be duly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8. In giving this consent, I do not hereby
admit that I come within the category of persons whose consent is required
under Section 7 of the Act or the General Rules and Regulations thereunder.
Very truly yours,
/s/ Steven Alan Bennett
- ------------------------------
Steven Alan Bennett
Senior Vice President and
General Counsel
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
BANC ONE CORPORATION on Form S-8 of our report dated February 21, 1997 on our
audits of the consolidated financial statements of BANC ONE CORPORATION as of
December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995,
and 1994, incorporated by reference in BANC ONE CORPORATION's Annual Report on
Form 10-K for the year ended December 31, 1996, as amended by Form 10-K/A filed
on March 21, 1997.
/s/ Coopers & Lybrand L.L.P.
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COOPERS & LYBRAND L.L.P.
Columbus, Ohio
May 22, 1997
