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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1998
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)
First Commerce Corporation
Tax-Deferred Savings 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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Calculation of Registration Fee
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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)
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Common Stock 100,000 $56.60 $5,660,000 $1669.70
Interests in the First
Commerce Corporation
Tax-Deferred
Savings Plan (3)
================================================================================
(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 June 9, 1998.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of plan
interests to be offered or sold pursuant to the First Commerce Corporation
Tax-Deferred Savings 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.
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The following documents previously filed by the Registrant or the First
Commerce Corporation Tax-Deferred Savings Plan ("the Plan") 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 fiscal year ended
December 31, 1997.
2. The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1997.
3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
4. The Registrant's Current Reports on Form 8-K dated January 20, 1998
filed January 26, 1998), April 10, 1998 (filed April 14, 1998) (as amended by
Form 8-K/A filed April 21, 1998 and Form 8-K/A filed May 19, 1998) and April 21,
1998 (filed April 22, 1998).
5. 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 or the
Plan 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.
--------------------------
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
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The validity of 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.
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ITEM 6. Indemnification of Directors and Officers.
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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 may indemnify 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.
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Not Applicable.
ITEM 8. Exhibits.
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See the Exhibit Index attached hereto.
The Registrant undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code.
ITEM 9. Undertakings.
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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:
(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
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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
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 June 12, 1998.
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:
Signature Title Date
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/s/ John B. McCoy Chairman of the Board June 12, 1998
- ------------------------------- (Principal Executive
John B. McCoy Officer & Director)
/s/ Richard J. Lehmann President and Director June 12, 1998
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Richard J. Lehmann
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Signature Title Date
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/s/ Michael J. McMennamin Executive Vice President June 12, 1998
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Michael J. McMennamin Officer)
/s/ William C. Leiter Controller (Principal June 12, 1998
- ------------------------------- Accounting Officer)
William C. Leiter
Director
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Bennett Dorrance
/s/ Charles E. Exley, Jr. Director June 12, 1998
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Charles E. Exley, Jr.
/s/ John R. Hall Director June 12, 1998
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John R. Hall
/s/ Laban P. Jackson, Jr. Director June 12, 1998
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Laban P. Jackson, Jr.
/s/ John W. Kessler Director June 12, 1998
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John W. Kessler
/s/ John G. McCoy Director June 12, 1998
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John G. McCoy
/s/ Thekla R. Shackelford Director June 12, 1998
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Thekla R. Shackelford
/s/ Alex Shumate Director June 12, 1998
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Alex Shumate
/s/ Frederick P. Stratton, Jr. Director June 12, 1998
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Frederick P. Stratton, Jr.
Director
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John C. Tolleson
/s/ Robert D. Walter Director June 12, 1998
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Robert D. Walter
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New Orleans and State of
Louisiana on June 12, 1998.
FIRST COMMERCE CORPORATION
TAX-DEFERRED SAVINGS PLAN
By: /s/ Rhonda Cartwright
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Name: Rhonda Cartwright
Title: Senior Vice President
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EXHIBIT INDEX
FORM S-8 REGISTRATION STATEMENT
Exhibit No. Description of Exhibit Sequential Page No.
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4 Amended Articles of Incorporation of the
Registrant (incorporated by reference from
Exhibit 3.1 to the Registrant's Current
Report on Form 8-K dated June 27, 1997.
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.
23.3 Consent of Arthur Andersen LLP.
24 Powers of Attorney (included elsewhere in
Part II of this Registration Statement).
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Exhibit 5
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June 12, 1998
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 100,000 shares of common stock, no par value ($5 stated
value), of BANC ONE (the "Shares"). The Shares may be issued pursuant to the
First Commerce Corporation Tax-Deferred Savings Plan (the "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 Plan, when
issued and paid for in accordance with the terms of the 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
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of BANC ONE CORPORATION pertaining to the First Commerce Corporation
Tax-Deferred Savings Plan, of our report dated February 12, 1998, on our audits
of the consolidated financial statements of BANC ONE CORPORATION as of December
31, 1997 and 1996, and for each of the three years ended December 31, 1997,
included in BANC ONE CORPORATION's Annual Report on Form 10-K for the year ended
December 31, 1997.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
June 12, 1998
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Exhibit 23.3
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 13, 1998
included in the First Commerce Corporation Tax-Deferred Savings Plan's Form 11-K
for the year ended December 31, 1997 and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
June 12, 1998
