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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANC ONE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0738296
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 East Broad Street, Columbus, Ohio 43271
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(Address of Principal Executive Offices) (Zip Code)
First USA Deferred Compensation Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
Steven Alan Bennett
Senior Vice President and General Counsel
BANC ONE CORPORATION
Department OH1-0158
100 East Broad Street, Columbus, Ohio 43271-0158
- --------------------------------------------------------------------------------
(Name and address of agent for service)
614/248-7590
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
With Copies to:
Kenneth L. Wagner, Esq.
BANC ONE CORPORATION
Department OH1-0158
100 East Broad Street
Columbus, Ohio 43271-0158
614-248-5304
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Calculation of Registration Fee
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered(1) registered(2) per share(2) price fee(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations
Common Stock
Total $4,000,000 100% $4,000,000 $1,213
================================================================================
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance with
the terms of the First USA Deferred Compensation Plan for a select group
of eligible employees.
(2) The amount to be registered is estimated solely for purposes of
calculating the registration fee and includes such indeterminate number of
shares of the Registrant's Common Stock as may be issued at indeterminate
prices from time to time as one of the various investment options for
participants in the First USA Deferred Compensation Plan.
----------------------------
Exhibit Index on page II-7.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
----------------------------------------
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 and the Form 10-K/A
filed June 30, 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, April 24, 1997, July 14, 1997 and July 15,
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 4. Description of Securities.
--------------------------
The Deferred Compensation Obligations registered hereunder (the
"Obligations") are unsecured obligations of the Registrant and its subsidiaries
to pay deferred compensation in the future in accordance with the terms of the
First USA Deferred Compensation Plan (the "Plan") and the First USA Deferred
Compensation Plan Trust Agreement, dated as of June 27, 1996, between the
Registrant (as successor by merger to First USA, Inc.) and Wachovia Bank of
North Carolina, N.A., as Trustee (the "Trust Agreement"), which are filed as
Exhibits 4.1 and 4.2 to this Registration Statement. Such Exhibits set forth a
description of the Obligations and are incorporated herein by reference in their
entirety in response to this Item 4.
No participant under the Plan shall have any preferred claim to, or any
beneficial ownership in, any assets which are subject to the Trust established
by the Trust Agreement (the "Trust"). All such assets are subject to the claims
of the creditors of the participant's employer until they are paid out
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of the Trust to the participant in accordance with the terms of the Plan. The
Plan provides that payment of all Obligations of the Registrant's subsidiaries
under the Plan is guaranteed by the Registrant, and that any such payment by the
Registrant shall be made directly and not through the Trust.
ITEM 5. Interests of Named Experts and Counsel.
---------------------------------------
The validity of the Obligations and the common stock, no par value ($5
stated value) per share (the "Common Stock") to be issued pursuant to the Plan
will be passed upon by Steven Alan Bennett, Senior Vice President and General
Counsel of the Registrant. Mr. Bennett owns a number of shares of Common Stock
and holds options to purchase additional shares of Common Stock.
ITEM 6. Indemnification of Directors and Officers.
------------------------------------------
Section 1701.13(E) of the Ohio General Corporation Law sets forth
provisions which define the extent to which a corporation may indemnify
directors, officers and employees. Those provisions have been adopted by the
Registrant in Article V of the Registrant's Code of Regulations. Article V
provides for the indemnification or the purchase of insurance for the benefit of
the directors, officers, employees and agents of the Registrant in the event
such persons are subject to legal action as a result of actions in their
capacities as directors, officers, employees or agents of the Registrant. The
Registrant has entered into indemnification agreements with its directors and
executive officers that provide for indemnification unless the indemnitee's
conduct is finally adjudged by a court to be knowingly fraudulent, deliberately
dishonest or willful misconduct. The Registrant indemnifies other officers,
employees or agents provided such persons acted in good faith and in a manner
which they reasonably believed to be in or not opposed to the best interest of
the Registrant or, with respect to criminal actions, had no reason to believe
was unlawful.
ITEM 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
ITEM 8. Exhibits.
---------
See the Exhibit Index attached hereto.
ITEM 9. Undertakings.
-------------
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
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(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement (notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement); and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities
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offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on July 25, 1997.
BANC ONE CORPORATION
By: /s/ Steven Alan Bennett
----------------------------
Steven Alan Bennett
Senior Vice President
and General Counsel
POWER OF ATTORNEY
We, the undersigned officers and directors of BANC ONE CORPORATION, hereby
severally constitute and appoint Steven Alan Bennett, William P. Boardman, Bobby
L. Doxey, Richard D. Lodge or Michael J. McMennamin, and each of them, our true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and any subsequent registration
statements filed by BANC ONE CORPORATION pursuant to Rule 462(b) of the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
WITNESS our hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John B. McCoy Chairman of the Board July 25, 1997
- ------------------------------- (Principal Executive
John B. McCoy Officer & Director)
/s/ Richard J. Lehmann President and Director July 25, 1997
- ------------------------------
Richard J. Lehmann
</TABLE>
II-5
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael J. McMennamin Executive Vice President July 25, 1997
- ------------------------------- (Principal Financial
Michael J. McMennamin Officer)
/s/ Bobby L. Doxey Controller (Principal July 25, 1997
- ------------------------------- Accounting Officer)
Bobby L. Doxey
/s/ Bennett Dorrance Director July 25, 1997
- -------------------------------
Bennett Dorrance
/s/ Charles E. Exley, Jr. Director July 25, 1997
- -------------------------------
Charles E. Exley, Jr.
/s/ E. Gordon Gee Director July 25, 1997
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E. Gordon Gee
/s/ John R. Hall Director July 25, 1997
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John R. Hall
/s/ Laban P. Jackson, Jr. Director July 25, 1997
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Laban P. Jackson, Jr.
/s/ John W. Kessler Director July 25, 1997
- -------------------------------
John W. Kessler
/s/ John G. McCoy Director July 25, 1997
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John G. McCoy
/s/ Thekla R. Shackelford Director July 25, 1997
- -------------------------------
Thekla R. Shackelford
/s/ Alex Shumate Director July 25, 1997
- -------------------------------
Alex Shumate
/s/ Frederick P. Stratton, Jr. Director July 25, 1997
- -------------------------------
Frederick P. Stratton, Jr.
/s/ John C. Tolleson Director July 25, 1997
- -------------------------------
John C. Tolleson
/s/ Robert D. Walter Director July 25, 1997
- -------------------------------
Robert D. Walter
</TABLE>
II-6
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EXHIBIT INDEX
FORM S-8 REGISTRATION STATEMENT
BANC ONE CORPORATION
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Sequential Page No.
- ----------- ---------------------- -------------------
<S> <C> <C>
3.1 Amended Articles of Incorporation of
the Registrant (incorporated by
reference from Exhibit 3.1 of the
Registrant's Current Report on Form
8-K filed July 14, 1997.
4.1 First USA Deferred Compensation Plan
(incorporated by reference from
Exhibit 4.6 of the First USA, Inc.
Registration Statement on Form S-8
(No. 333-07025).
4.2 First USA Deferred Compensation Plan
Trust Agreement dated as of June 27,
1996 between First USA, Inc. and
Wachovia Bank of North Carolina,
N.A., as Trustee (incorporated by
reference from Exhibit 4.7 of the
First USA, Inc. Registration
Statement on Form S-8 (No.
333-07025).
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).
</TABLE>
II-7
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Exhibit 5
July 25, 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 (i) $4,000,000 in aggregate amount of deferred
compensation obligations of BANC ONE (the "Obligations") under the First USA
Deferred Compensation Plan (the "Plan") and (ii) an indeterminate number of
shares of common stock, no par value ($5 stated value), of BANC ONE (the
"Shares") which may be issued pursuant to the Plan. The Obligations are
unsecured obligations of BANC ONE to pay deferred compensation in the future in
accordance with the terms of the Plan and the First USA Deferred Compensation
Plan Trust Agreement, dated as of June 27, 1996, between BANC ONE (as successor
by merger to First USA, Inc.) and Wachovia Bank of North Carolina, N.A., as
Trustee (the "Trust Agreement").
In rendering the opinions set forth below, 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.
I have assumed in rendering the opinions set forth below that the Plan and the
Trust Agreement were duly authorized and validly executed and delivered by First
USA, Inc. and that BANC ONE, as successor by merger to First USA, Inc., has
succeeded to all of First USA, Inc.'s rights and obligations under the Plan and
the Trust Agreement. Additionally, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to authentic original
documents of all documents submitted to me as copies and the authenticity of the
originals of such latter documents.
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:
1. The Obligations, when issued and paid for in accordance with the terms
of the Plan, will constitute legal, valid and binding obligations of BANC ONE
entitled to the benefits of the Plan and the Trust Agreement (subject, as to
enforceability, to applicable bankruptcy, reorganization, insolvency, fraudulent
conveyance, moratorium or other laws affecting creditors' rights generally from
time to time in effect and subject to general principles of equity (whether in a
proceeding at law or in equity)).
<PAGE> 2
2. The Shares have been duly authorized and, when issued and paid for in
accordance with the terms of the Plan, will be duly issued, fully paid and
non-assessable.
Except as otherwise expressly set forth herein, this opinion is limited to
matters of fact existing on the date hereof, and I disclaim any responsibility
to inform you of any changes in any such matters. This opinion also is limited
in all respects to the federal laws of the United States of America and to the
laws of the State of Ohio as in effect on the date hereof, and I disclaim any
responsibility to inform you of any changes in any such laws.
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 and Form 10-K/A filed on June 30, 1997.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
July 25, 1997
