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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 8, 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 5. OTHER EVENTS
On September 8, 1998, BANC ONE CORPORATION ("BANC ONE") and First Chicago NBD
Corporation ("First Chicago NBD") jointly issued a press release announcing the
proposed sale of offices of First Chicago NBD's affiliate, NBD Bank, in Indiana
to Union Planters Corporation, largely to satisfy antitrust concerns associated
with the pending merger of BANC ONE and First Chicago NBD. A copy of such press
release is filed herein as Exhibit 99.1 and incorporated by reference herein.
Also on September 8, 1998, BANC ONE and First Chicago NBD jointly issued a press
release announcing matters related to their merger integration process. A copy
of such press release is filed herein as Exhibit 99.2 and incorporated by
reference herein.
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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: September 11, 1998 By: /s/ Steven A. Bennett
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Steven A. Bennett
Senior Vice President
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Exhibit 99.1
[BANC ONE LETTERHEAD] NEWS RELEASE
FOR RELEASE: September 8, 1998
FIRST CHICAGO NBD, BANC ONE TO SELL 51 NBD BRANCHES IN INDIANA,
$1.8 BILLION IN DEPOSITS TO UNION PLANTERS
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CHICAGO and MEMPHIS, Sept. 8, 1998 - First Chicago NBD Corporation, BANC
ONE CORPORATION and Union Planters Corporation announced today that Union
Planters will acquire 51 NBD Bank branches and associated deposits and loans in
Indiana.
The sale was initiated to satisfy anti-trust regulations and includes the
divestiture approved today by the U.S. Department of Justice. The proposed
merger of BANC ONE and First Chicago NBD, announced April 13, 1998, is pending
regulatory and shareholder approval.
Union Planters will purchase the assets and liabilities of certain NBD
branches in the following banking markets:
Indianapolis, 27 branches representing $960 million in deposits,
Lafayette, 11 branches representing $435 million in deposits,
Bloomington/Bedford, 4 branches representing $130 million in deposits,
Southeastern Indiana, 4 branches representing $145 million in deposits,
Marion, 3 branches representing $115 million in deposits, and
Kokomo, 2 branches representing $25 million in deposits.
In addition to the $1.8 billion in deposits and 51 branches, the
acquisition will bring Union Planters approximately $200 million in consumer
loans and $625 million in commercial loans along with their associated services.
Union Planters will pay a premium of approximately $294 million for the deposits
and loans, with the exact amount being determined by deposit levels at closing.
The sale is expected to be completed in the first quarter of 1999, subject
to approval by appropriate regulatory authorities and the completion of the
merger of First Chicago NBD and BANC ONE.
Union Planters has committed to retain all the NBD employees currently
employed at the 51 affected branches.
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"This purchase gives us a strong position in the vibrant Indianapolis
market and throughout Indiana," said Jackson W. Moore, president and chief
operating officer of Union Planters. "We will welcome the NBD customers and
employees, and will work diligently to serve them in the years ahead. This
acquisition fits strategically with our recent affiliation of AMBANC, a $750
million franchise headquartered in Vincennes, Indiana."
Founded in 1869, Union Planters is headquartered in Memphis, Tenn., and is
doing business in 12 states with 800 offices and assets of approximately $30
billion.
First Chicago NBD Chairman Verne G. Istock stressed that affected NBD
customers should continue to bank as usual.
"We will work closely with Union Planters to communicate quickly and
thoroughly with customers to ensure a smooth transition," he said. "We will
inform customers of all changes well before the customers are affected."
NBD will retain the rest of its current business in these markets,
converting its accounts and facilities to Bank One branches later in 1999. Bank
One will have the largest market share among consumers and businesses in both
Indianapolis and Indiana.
The new BANK ONE CORPORATION, which will have assets of more than $230
billion, will have the largest market share among consumers in eight states and
among businesses in the Midwest. The merger is expected to be completed early in
the fourth quarter.
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Exhibit 99.2
[BANC ONE LETTERHEAD] NEWS RELEASE
BANC ONE, FIRST CHICAGO NBD
ANNOUNCE KEY INTEGRATION DECISIONS
CHICAGO and COLUMBUS, Sept. 8, 1998 -- BANC ONE CORPORATION and First Chicago
NBD Corporation announced that the first phase of their merger integration
process has been completed, and that a series of critical decisions has been
finalized. Shareholders of both companies will meet on September 15 to approve
the merger. Pending all necessary approvals, the merger is expected to close
early in the fourth quarter. The new company will be called BANK ONE
CORPORATION.
BANK ONE will be organized around five national lines of business that have
each determined their ongoing organizations and operating platforms:
CREDIT CARD - delivering value principally through the First USA and First
Card brand names.
COMMERCIAL - serving middle market and large corporate customers through a
variety of banking products (risk management, corporate finance, treasury
management, leasing and asset-based lending); also includes commercial real
estate and private banking.
RETAIL - providing banking services to consumers and small businesses
through a variety of delivery channels.
INVESTMENT MANAGEMENT - managing mutual funds, institutional investments and
insurance needs.
FINANCE ONE - providing consumer finance products, mortgage lending and
indirect lending services.
Each of these businesses is structured to support a customer focus nationally
and in all individual geographic markets served by BANK ONE.
In addition, the capital investment portfolio will be a significant
contributor to the Corporation's earnings.
Top-level managers have been appointed in all lines of business and staff
units, a total of more than 200 senior managerial positions.
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Major technology platforms and related systems applications for the new
company have been chosen and resources have been dedicated to implement them
quickly. Both companies continue to make rapid progress in their Year 2000
programs.
Arthur Andersen, LLP has been selected as the auditing firm for the new
Corporation.
"We are ready to hit the ground running, as shown by the number of
organizational, personnel and systems decisions," said BANC ONE Chairman John
McCoy. "The new BANK ONE will be a customer-focused, strong, national competitor
with excellent growth prospects." McCoy will be President and CEO of the new
Corporation.
"The lessons learned in our many prior mergers are leading us to a faster
and smoother consolidation of our two companies," said First Chicago NBD
Chairman Verne Istock, who will become Chairman of BANK ONE.
Reporting to McCoy will be Richard Lehmann and David Vitale, both vice
chairmen, and:
Marvin Adams, chief information officer
David Meuse, merchant banking
Robert Rosholt, chief financial officer
Reporting to Istock will be:
William Boardman, mergers and acquisitions
Gerald Buldak, public affairs
Sherman Goldberg, general counsel
Thomas Hoaglin, operations
Timothy Moen, human resources
Robert O'Neill, chief auditor
Richard Wade, risk management
Reporting to Lehmann will be:
Kenneth Stevens, retail
Richard Vague, credit card
Donald Winkler, Finance One
Ralph Mueller, consumer credit policy review
Reporting to Vitale in commercial banking will be:
W. G. Jurgensen, commercial banking products
Susan Moody, commercial banking market segments
Ronald Steinhart, commercial real estate and private banking
Judith Feldman, finance and merger integration
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Paul Hennessy, credit
Also reporting to Vitale will be:
David Kundert, investment management group
Geoff Stringer, capital investments and tax-oriented products
As previously announced, Thomas Hoaglin and Philip Jones will serve as
merger integration executives, reporting to McCoy and Istock. Terry Wise has
been appointed integration director.
The following assignments are senior managers in key lines of business and
some staff functions.
RETAIL GROUP. Reporting to Stevens will be:
Ron Baldwin, retail delivery
Ed Depenbrok, finance
Jeff Gaia, business banking
Brad Iversen, marketing
Bruce Luecke, interactive delivery
Saundra Schrock, consumer lending
John Skubik, electronic delivery
Patricia Shafer, communication
Sue Zumpone, merger integration
CREDIT CARD. Reporting to Vague or Randy Christofferson, President of First
USA, will be:
Don Gibbins, operations
Bruce Gooden, First Card marketing
George Hubley, finance
Gary Marino, credit and First USA marketing
Kevin Murphy, customer support
Bruce Nyberg, product management and development
Jim Stewart, partnership marketing
Catherine West, customer service
FINANCE ONE GROUP. Reporting to Winkler will be:
Steve Alonso, consumer division
Dale Peters, administration
Ed Tinsley, indirect financial services division
COMMERCIAL BANKING. Reporting to Jurgensen will be:
Rick Ballantine, equipment leasing
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Gerald Byrne, corporate securities
Michael Hansen, operations
Robert Patterson, corporate finance
Barry Sabloff, international
Thomas Watts, asset-based lending
Dirk Vos, treasury management
Reporting to Moody will be:
David Bolger, Middle Market customers in Illinois, Indiana and Wisconsin
Lynn Dillon, Corporate customers on the East coast
Ty Miller, Corporate and Middle Market customers in Louisiana, Oklahoma and
Texas
Nick Preda, Corporate customers in the Midwest
Walter Watkins, Middle Market customers in Kentucky, Michigan, Ohio and West
Virginia
Mike Welborn, Corporate and Middle Market customers in Arizona, California,
Colorado and Utah.
Al Chircop, financial services industries
Larry Helm, energy and utilities
Jackie Hurlbutt, specialized industries
INVESTMENT MANAGEMENT. Reporting to Kundert will be:
Peter Atwater, portfolio management
Steve Baine, private client group
Scott Bates, institutional investment
Mark Beeson, mutual funds
Don Kimble, finance
Jane Klivans, marketing
James McCord, operations group
Glenn Milesko, insurance
SYSTEMS. Reporting to Adams will be: Bruce Baude, strategy/demand capacity
management; Ralph Bierdeman, integration/conversion services; Marty Bronstein,
commercial banking; Jeff Chittenden and John Totten, credit card; Ty Davenport,
risk management; Bill Farrow and Rick Carlson, Hogan customer information and
demand deposit systems; Bob Irwin, investment management; Mike Keller, business
and partner management; Judy Martin-Mitchell, corporate administrative services;
Susan Miller and Pen Hollist, Year 2000; Bill Sheley, retail; Mark Torkos,
solutions delivery; David Webb, Finance One, and Roger Zauel, infrastructure and
operations management.
OPERATIONS. Reporting to Hoaglin will be: Neil Williams, national
enterprise operations; and Walt Berger and Don Freiert, who will co-manage
corporate real estate services.
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AUDIT. Reporting to O'Neill will be: Mark Bagnoli, commercial banking;
Steve Burgher, credit card and staff functions; Jan Crouse, professional
practices; Neil Gant, operations, cash management and merger integration; Ed
Karasek, investment management; Ed Robertson, retail, and Kevin Smith,
information technology and corporate security.
FINANCE. Reporting to Rosholt will be: Craig Coit, Bobby Doxey, and Eric
Harris, financial systems; Jay Gould, investor relations; Eileen Kennedy,
treasury; Norma Lauder, tax; Colleen Mulligan, management reporting and
planning; Dalip Raheja, strategic initiatives, and William Roberts, financial
accounting and reporting.
HUMAN RESOURCES. Reporting to Moen will be: Dan Barr, credit card; Patricia
Braun, commercial banking; Jeremy Farmer, staff support services; Mike Leske,
retail; Fred Mateer, Finance One; Kathy O'Doherty, staffing and development;
Jody O'Leary, employee relations, and Ira Walter, compensation and benefits.
LAW. Reporting to Goldberg will be: James Foorman, Perry Moore and Ken
Sperl, all deputy general counsels.
RISK MANAGEMENT. Reporting to Wade will be: Garrett Glass, market risk
policy and review; Mike Lindberg, risk management technology; Elaine
Malley-Snider, financial services policy and review; Sarah McClelland,
commercial group credit policy; Don Sadlowski, credit review; Doug Steltz,
portfolio analysis and review, and Britt Swofford, international and country
risk policy.
SYSTEMS DECISIONS. Systems and operating platforms for the new BANK ONE
were chosen to provide the best leverage and capabilities for serving the
Corporation's growing customer base. For the most part, the preferred systems
are already operational in either BANC ONE or First Chicago NBD. Conversion
schedules have been established to implement these systems corporate-wide as
quickly as possible. The Corporation's goal is to be integrated on common
platforms during 2000.
The key systems decisions are listed below:
Hogan systems will process demand deposits and time deposits. Conversion of
commercial banking customers will begin in the fall.
The commercial loan systems will be LS-2 for large corporate loans and
AFSIII for middle market loans.
The Credit Card line of business will continue its strong partnership with
First Data Resources. The First Infinity system, co-developed by First
Chicago NBD and Hogan, will also support cardholder accounts within this
operating environment.
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The Trust system for the combined organization will be SEI.
Mortgage Custody will use the WINCMSS system.
SAP will be the financial management and reporting system, including general
ledger, accounts payable, procurement and management accounting.
The new BANK ONE is positioned to operate as one company the day after the
merger closes. It ill be a leading player in all of its businesses and
markets.
"Our objective is to manage this exceptional franchise to achieve top-tier
returns for our shareholders," said McCoy. "With all of these important
integration decisions made, we are well on our way."
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