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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 6, 1998
BANC ONE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
1-8552 31-0738296
(Commission File Number) (IRS Employer Identification No.)
100 East Broad Street, Columbus, Ohio 43271
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (614) 248-5944
N/A
(Former Name or Former Address, If Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Banc One Corporation ("Banc One") and First Chicago NBD Corporation
("FCNBD") announced plans to merge on April 13, 1998. Banc One has historically
engaged Coopers & Lybrand LLP, now PricewaterhouseCoopers LLP ("PwC") as its
certifying accountant while FCNBD has historically engaged Arthur Andersen LLP
("AA"). The combination is structured as a merger of equals and decisions are
being made relative to geographic location, business structure, products and
employees in ways that do not favor either of the merging entities. Accordingly,
a process was established to select between PwC and AA as the certifying
accountant for the merged entity. Selection of AA as the certifying accountant
was recommended to the Banc One Audit Committee on July 20, 1998. The Banc One
Audit Committee approved the selection and so reported to the Banc One Board of
Directors on July 21, 1998, and PWC was dismissed.
The reports of PwC on the financial statements of Banc One for the past
two fiscal years contained no adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
In connection with its audits for the two most recent fiscal years and
through July 21, 1998, there have been no disagreements with PwC on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PwC would have caused them to make reference thereto in their
reports on the financial statements for such years.
During the two most recent fiscal years and through July 21, 1998 there
have been no reportable events (as defined in Regulation S-K, Item
304(a)(1)(v)).
Banc One has requested that PwC furnish it with a letter addressed to
the SEC stating whether or not it agrees with the above statements. A copy of
such letter, dated August 5, 1998, is filed as Exhibit 16.1 to this Form 8-K/A.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
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16.1 A letter from PwC addressed to the Commission
stating their agreement with the comments noted in
Item 4.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANC ONE CORPORATION
(Registrant)
Date: August 6, 1998 By: /s/ William C. Leiter
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William C. Leiter
Senior Vice President
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Exhibit 16.1
[PRICEWATERHOUSECOOPERS LOGO]
PRICEWATERHOUSECOOPERS LLP
100 East Broad Street
Suite 2100
Columbus OH 43215-3671
Telephone (614) 225 8700
August 5, 1998 Facsimile (614) 224 1044
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by BANC ONE CORPORATION (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K/A report for the month of August 1998. We
agree with the statements concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
