UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BANC ONE Corporation
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
05943810
(CUSIP Number)
Sherman I. Goldberg, Esq.
First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
(312) 732-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 10, 1998
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box: |_|
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CUSIP No. 05943810
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST CHICAGO NBD CORPORATION
38-1984850
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [__]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, OO (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
128,129,274 shares (1)(2)(See Item 5)
8. SHARED VOTING POWER
0 shares (2)(See Item 5)
9. SOLE DISPOSITIVE POWER
128,129,274 shares (1)(2)(See Item 5)
10. SHARED DISPOSITIVE POWER
0 (2)(See Item 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,129,274 shares (1) (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9% (3)
14. TYPE OF REPORTING PERSON
HC, CO
(1) The reporting person disclaims beneficial ownership of
128,122,944 such shares pursuant to Rule 13d-4 under the Securities Exchange Act
of 1934, as amended (the "Act"). Beneficial ownership of such shares is being
reported hereunder solely as a result of the option (the "Option") granted
pursuant to the Option Agreement described in Item 4 hereof. FIRST CHICAGO NBD
CORPORATION ("FCN") expressly disclaims any beneficial ownership of such shares
of BANC ONE Common Stock that are obtainable by FCN upon exercise of the Option
because the Option is exercisable only in the circumstances set forth in Item 4,
none of which has occurred as of the date hereof.
(2) Shares held in a fiduciary capacity by one or more banking or
investment management subsidiaries of the reporting person are not included. The
reporting person disclaims beneficial ownership of such shares. See Item 5.
(3) Based on the number of shares of BANC ONE Common Stock subject
to the Option (without giving effect to any shares issued under the Option) and
the number of shares of BANC ONE Common Stock held by Hedging Corp. (see Item 5)
relative to the outstanding number of shares of BANC ONE Common Stock as of
March 31, 1998.
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Item 1. Security and Issuer
This statement relates to shares of common stock, without par value, of
BANC ONE CORPORATION ("BANC ONE Common Stock"), an Ohio corporation ("BANC
ONE"). The address of BANC ONE's principal executive office is 100 East Broad
Street, Columbus, Ohio 43271.
Item 2. Identity and Background
(a) - (c) and (f). This Schedule 13D is being filed by FIRST CHICAGO NBD
CORPORATION, a corporation organized and existing under the laws of the State of
Delaware ("FCN"). FCN is a multi-bank holding company registered under the Bank
Holding Company Act of 1956. Through its banking subsidiaries, FCN provides
consumer and corporate banking products and services. FCN's lead bank subsidiary
is The First National Bank of Chicago, and its other bank subsidiaries include:
NBD Bank, Detroit, Michigan; American National Bank and Trust Company of
Chicago; FCC National Bank; NBD Bank, N.A., Indianapolis, Indiana; NBD Bank,
Florida; and several other bank subsidiaries. In addition, FCN directly or
indirectly owns various nonbank companies engaged in businesses related to
banking and finance. FCN's principal executive offices are located at One First
National Plaza, Chicago, Illinois 60670.
The names of the directors and executive officers of FCN and their
respective business addresses or residences, citizenship and present principal
occupations or employment, as well as the names, principal businesses and
addresses of any corporations or other organizations in which such employment is
conducted, are set forth in Annex A to this Schedule 13D and specifically
incorporated herein by reference.
Other than executive officers and directors, there are no persons or
corporations controlling or ultimately in control of FCN.
(d) - (e). During the last five years, neither FCN nor, to the best
knowledge of FCN, any executive officer or director of FCN, has been (i)
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
has been or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the Option Agreement described in Item 4, BANC ONE has granted
to FCN the option to purchase up to 128,122,944 shares of BANC ONE Common Stock
at a price of $61.75 per share, exercisable only upon the occurrence of certain
events (the "Option"). The exercise of the Option to purchase the full number of
shares of BANC ONE Common Stock currently covered thereby would require
aggregate funds of approximately $7,911,591,792. If FCN were to purchase shares
of BANC ONE Common Stock pursuant to the Option Agreement,
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FCN currently anticipates that such funds would be provided from FCN's working
capital and from borrowings from other sources yet to be determined.
Item 4. Purpose of Transaction
On April 10, 1998, FCN, BANC ONE and HORNET REORGANIZATION CORPORATION, a
Delaware corporation ("Newco"), entered into an Agreement and Plan of
Reorganization (the "Reorganization Agreement"), pursuant to which BANC ONE and
FCN will be merged seriatim with and into Newco, with Newco as the surviving
corporation (the "Surviving Corporation") in each case (such mergers together,
the "Merger"). Pursuant to the Reorganization Agreement, each outstanding share
of common stock, without par value, of BANC ONE ("BANC ONE Common Stock") will
be converted into one share of Newco Common Stock upon the merger of BANC ONE
into Newco (the "First Effective Time"). Each stock option to acquire BANC ONE
Common Stock granted under BANC ONE's stock option plans (collectively, the
"BANC ONE Stock Plans") which is outstanding and unexercised immediately prior
to the First Effective Time will be converted automatically at the First
Effective Time into an option to purchase Newco Common Stock and will continue
to be governed by the terms of the BANC ONE Stock Plans, which will be assumed
by Newco. Upon the merger of FCN into Newco (the "Second Effective Time"), each
outstanding share of common stock, par value $1.00 per share, of FCN ("FCN
Common Stock") will be converted into the right to receive 1.62 (the "Exchange
Ratio") shares of Newco Common Stock; each outstanding share of FCN Preferred
Stock with Cumulative and Adjustable Dividends, Series B ($100 stated value)
("FCN Series B Preferred"), will be converted into the right to receive one
share of Newco Preferred Stock with Cumulative and Adjustable Dividends, Series
B ($100 stated value), which will have terms substantially identical to those of
the FCN Series B Preferred; and each outstanding share of FCN Preferred Stock
with Cumulative and Adjustable Dividends, Series C ($100 stated value) ("FCN
Series C Preferred"), will be converted into the right to receive one share of
Newco Preferred Stock with Cumulative and Adjustable Dividends, Series C ($100
stated value), which will have terms substantially identical to those of the FCN
Series C Preferred. Additionally, each stock option to acquire FCN Common Stock
granted under FCN's stock option plans (collectively, the "FCN Stock Plans")
which is outstanding and unexercised immediately prior to such time will be
converted automatically at the Second Effective Time into an option to purchase
Newco Common Stock and will continue to be governed by the terms of the FCN
Stock Plans, which will be assumed by Newco. The number of shares of Newco
Common Stock subject to such options and the exercise price of such options will
be adjusted as provided in the Reorganization Agreement to give effect to the
Exchange Ratio.
The Merger is intended to qualify as a reorganization for purposes of
Section 368(a) of the Internal Revenue Code of 1986, as amended, and for
accounting and financial reporting purposes as a pooling of interests. The
Merger is subject to a number of conditions set forth in the Reorganization
Agreement. The Reorganization Agreement is included as Exhibit 1 hereto and is
incorporated herein by reference.
As a condition and inducement to FCN's entering into the Reorganization
Agreement (and a reciprocal stock option agreement), BANC ONE entered into the
option agreement (the "Option Agreement") with FCN pursuant to which BANC ONE
granted FCN the Option to
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purchase up to 128,122,944 shares of BANC ONE Common Stock at a price of $61.75
per share, exercisable only upon the occurrence of certain events. The number of
shares issuable upon exercise of the Option (such shares, "Option Shares") is
subject to adjustment in the event that any shares of BANC ONE Common Stock are
issued or otherwise become outstanding or are redeemed, repurchased or retired
or otherwise cease to be outstanding after the date of the Option Agreement so
that after such action the number of Option Shares equals 19.9% of the number of
shares of BANC ONE Common Stock then outstanding without giving effect to any
shares subject to or issued under the Option. In addition, the number of shares
subject to the Option will be adjusted in the event of any change in the number
of shares of BANC ONE Common Stock outstanding by reason of any stock dividend,
split-up, merger, recapitalization, combination, subdivision, conversion,
exchange of shares or the like by BANC ONE. Under certain circumstances set
forth in the Option Agreement, BANC ONE can be required to repurchase the Option
and any Option Shares at a formula price based on the difference between (x) the
price paid to BANC ONE or its stockholders in certain competing transactions
involving the acquisition of BANC ONE or the highest last sale price of BANC ONE
Common Stock within a defined period and (y) the exercise price of the Option.
The Option Agreement is included as Exhibit 2 hereto and is incorporated herein
by reference.
Simultaneously with the execution of the Option Agreement and the
Reorganization Agreement, FCN and BANC ONE entered into a reciprocal option
agreement (the "Reciprocal Option Agreement") whereby FCN granted to BANC ONE
the option to purchase up to 57,150,376 shares of FCN Common Stock at a price of
$94.00 per share, exercisable only upon the occurrence of certain events (the
"Reciprocal Option"). The number of shares issuable upon exercise of the
Reciprocal Option is subject to adjustment in the same manner as described above
with respect to the Option. The shares of FCN Common Stock issuable pursuant to
the Reciprocal Option would represent approximately 19.9% of the FCN Common
Stock issued and outstanding. With the exception of the number of shares subject
to the Reciprocal Option and the exercise price of the Reciprocal Option, the
terms of the Reciprocal Option Agreement are substantially identical to the
Option Agreement. The Reciprocal Option Agreement is included as Exhibit 3
hereto and is incorporated herein by reference.
Pursuant to the Reorganization Agreement, Newco, as the Surviving
Corporation in the Merger, will be incorporated in the State of Delaware. The
Certificate of Incorporation of Newco at the consummation of the Merger (the
"Newco Certificate") will be the certificate of incorporation of the Surviving
Corporation, and the By-Laws of Newco at the consummation of the Merger (the
"Newco By-Laws") will be the By-Laws of the Surviving Corporation. The Newco
Certificate and the Newco By-Laws will be substantially similar to the FCN
Restated Certificate of Incorporation, as amended (the "FCN Certificate") and
the FCN By-Laws, as amended (the "FCN By-Laws"), respectively (except that the
Newco Certificate will provide that the name of the corporation shall be "BANC
ONE CORPORATION" and will authorize the issuance of 2.5 billion shares of Newco
Common Stock and 50 million shares of preferred stock of Newco, and the Newco
Certificate and By-Laws will provide for a board of directors of between 11 and
30 members), with such further modifications as are mutually agreed upon by BANC
ONE and FCN. The FCN Certificate is set forth as Exhibit 3(A) to FCN's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, and the FCN
By-Laws are set forth
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as Exhibit 3(B) to FCN's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, and each is incorporated by reference herein.
The Reorganization Agreement provides that the Newco Board after the
Effective Time will initially be comprised of 22 directors, including John B.
McCoy, Chairman and Chief Executive Officer of BANC ONE, Richard J. Lehmann,
President and Chief Operating Officer of BANC ONE, Verne G. Istock, Chairman,
President and Chief Executive Officer of FCN, and David J. Vitale, Vice Chairman
of FCN. Nine of the remaining directors of Newco will be designated by BANC ONE,
and the other nine remaining directors of Newco will be designated by FCN.
Following the Effective Time, Mr. Istock will be Chairman of the Board of
Directors of the combined company, Mr. McCoy will be President and Chief
Executive Officer of the combined company, and each of Messrs. Lehmann and
Vitale will be a Vice Chairman of the combined company.
Pursuant to the Reorganization Agreement, FCN and BANC ONE each have
agreed not to pay dividends during the period prior to the effective time of the
Merger other than regular quarterly cash dividends of not more than $.44 per
share paid by FCN in respect of FCN Common Stock (and dividends on shares of FCN
preferred stock pursuant to the terms thereof) and regular quarterly cash
dividends of not more than $.38 per share paid by BANC ONE in respect of BANC
ONE Common Stock (and dividends on shares of BANC ONE preferred stock pursuant
to the terms thereof).
Except as set forth in this Item 4, FCN has no plans or proposals which
relate to or would result in any of the matters set forth in clauses (a) through
(j) of Item 4 of Schedule 13D.
The preceding summary of certain provisions of the Reorganization
Agreement, the Option Agreement and the Reciprocal Option Agreement, copies of
which are filed as exhibits hereto, is not intended to be complete and is
qualified in its entirety by reference to the full text of such agreements.
Item 5. Interest in Securities of the Issuer
(a) and (b). Pursuant to the Option Agreement, FCN has the right,
exercisable only in certain circumstances, none of which has occurred as of the
date hereof, to acquire up to 128,122,944 shares of BANC ONE Common Stock
(subject to adjustment as described in Item 4), which represents beneficial
ownership of approximately 19.9% of the shares of BANC ONE Common Stock
currently outstanding. If FCN were to acquire such shares, it would have sole
voting and investment power with respect thereto. Because of the limited
circumstances in which the option granted under the Option Agreement is
exercisable, FCN disclaims beneficial ownership of such shares of BANC ONE
Common Stock subject to the Option Agreement.
In addition, FCN may be deemed to be the beneficial owner of shares of
BANC ONE Common Stock that are held in a fiduciary capacity by one or more
banking or investment management subsidiaries of FCN (the "Fiduciary Shares").
The FCN subsidiaries have, as of March 31, 1998, sole voting power with respect
to 1,014,496 shares of BANC ONE Common Stock, shared voting power with respect
to 22,898 such shares, sole power to dispose of 644,125
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such shares and shared disposition power with respect to 448,309 such shares.
The reporting person disclaims beneficial ownership with respect to all of the
Fiduciary Shares.
As of April 16, 1998, FCN indirectly through First Chicago Hedging
Services Corporation, an indirect and wholly owned subsidiary of FCN ("Hedging
Corp."), owned and had the sole voting and investment power with respect to
6,330 shares of BANC ONE Common Stock.
To the best of FCN's knowledge, without any independent investigation,
executive officers and directors of FCN may be deemed to beneficially own a de
minimis number of shares of BANC ONE Common Stock.
(c) Except to the extent of transactions in a (i) fiduciary capacity or
(ii) possible transactions by Hedging Corp. or directors or executive officers
of FCN involving a de minimis number of shares of BANC ONE Common Stock, there
have been no transactions in shares of BANC ONE Common Stock by FCN, or, to the
best knowledge of FCN, any of FCN's executive officers and directors, during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to
Securities of the Issuer
Except as set forth in Items 3, 4, 5 and 6, neither FCN nor, to the best
knowledge of FCN, any of its directors or executive officers has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
other person with respect to any securities of BANC ONE.
Item 7. Materials to be Filed as Exhibits
1. Agreement and Plan of Reorganization, dated as of April 10,
1998, by and among BANC ONE CORPORATION, FIRST CHICAGO NBD
CORPORATION and HORNET REORGANIZATION CORPORATION (incorporated by
reference to Exhibit 2.1 to FCN's Current Report on Form 8-K, dated
April 10, 1998).
2. Stock Option Agreement, dated as of April 10, 1998, by and
between FIRST CHICAGO NBD CORPORATION, as issuer, and BANC ONE
CORPORATION, as grantee (incorporated by reference to Exhibit 99.1
to FCN's Current Report on Form 8-K, dated April 10, 1998).
3. Stock Option Agreement, dated as of April 10, 1998, by and
between BANC ONE CORPORATION, as issuer, and FIRST CHICAGO NBD
CORPORATION, as grantee (incorporated by reference to Exhibit 99.2
to FCN's Current Report on Form 8-K, dated April 10, 1998).
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
April 20, 1998
FIRST CHICAGO NBD CORPORATION
/s/ M. Eileen Kennedy
M. Eileen Kennedy
Treasurer
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EXECUTIVE OFFICERS OF FCN:
Name Title with FCN: Principal Occupation:
Verne G. Istock Chairman of the Board, Chairman, Chief Executive
Chief Executive Officer Officer and President of
and President FCN and The First National
Bank of Chicago ("FNBC")
Thomas H. Jeffs II Vice Chairman Vice Chairman of FCN
and FNBC
President of NBD Bank
("NBD")
David J. Vitale Vice Chairman Vice Chairman of FCN
and FNBC
President of FNBC
Chairman of American
National Bank and Trust
Company of Chicago ("ANB")
John W. Ballantine Executive Vice President Executive Vice President
of FCN and FNBC
David P. Bolger Executive Vice President Executive Vice President
President of ANB of FCN and FNBC
President of ANB
William H. Elliott III Executive Vice President Executive Vice President
of FCN and FNBC
Sherman I. Goldberg Executive Vice President Executive Vice President
of FCN and FNBC
Philip S. Jones Executive Vice President Executive Vice President
of FCN and FNBC
W.G. Jurgensen Executive Vice President Executive Vice President
of FCN and FNBC
Chairman of FCC National
Bank ("FCCNB")
Thomas J. McDowell Executive Vice President Executive Vice President
of FCN and FNBC
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Name Title with FCN: Principal Occupation:
Timothy P. Moen Executive Vice President Executive Vice President
of FCN and FNBC
Susan S. Moody Executive Vice President Executive Vice President
of FCN and FNBC
Andrew J. Paine, Jr. Executive Vice President Executive Vice President
of FCN
President of NBD, N.A.
(Indiana) ("NBD-IN")
Robert A. Rosholt Executive Vice President Executive Vice President
and Chief Financial and Chief Financial Officer
Officer Officer of FCN and FNBC
Willard A. Valpey Executive Vice President Executive Vice President
of FCN and NBD
Walter C. Watkins, Jr. Executive Vice President Executive Vice President
of FCN and NBD
Such employment is conducted for FCN and FNBC at One First National Plaza,
Chicago, Illinois 60670.
Such employment is conducted for NBD at 611 Woodward Avenue, Detroit, Michigan
48226.
Such employment is conducted for FCC National Bank at 300 King Street,
Wilmington, Delaware 19801.
Such employment is conducted for ANB at 120 South La Salle Street, Chicago,
Illinois 60603.
Such employment is conducted for NBD-IN at One Indiana Square, Indianapolis,
Indiana 46266.
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DIRECTORS OF FCN:
Name, Business and
Name Principal Occupation Address where Employed
Verne G. Istock Chairman of the Board, First Chicago NBD
President and Chief Corporation
Executive Officer One First National Plaza
Chicago, Illinois 60670
Terence E. Adderley Chairman, President and Kelly Services, Inc.
Chief Executive Officer 999 West Big Beaver Road
Troy, Michigan 48084
James K. Baker Vice Chairman and Former Arvin Industries, Inc.
Chief Executive Officer One Noblitt Plaza
Columbus, Indiana 47202
John H. Bryan Chairman of the Board Sara Lee Corporation
and Chief Executive Three First National Plaza
Officer Suite 4400
Chicago, Illinois
60602-4260
Siegfried Buschmann Chairman and Chief The Budd Company
Executive Officer 3155 West Big Beaver Road
Troy, Michigan 48007
James S. Crown General Partner Henry Crown and Company
222 North LaSalle Street
Suite 2000
Chicago, Illinois 60601
Dr. Maureen A. Fay President University of Detroit
Mercy
4001 West McNichols
Detroit, Michigan 48221
Charles T. Fisher III Retired Chairman NBD Bancorp, Inc.
100 Renaissance Center
Suite 2412
Detroit, Michigan 48243
Thomas H. Jeffs II Vice Chairman First Chicago NBD
Corporation
One First National Plaza
Chicago, Illinois 60670
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Name, Business and
Name Principal Occupation Address where Employed
William G. Lowrie President Amoco Corporation
200 East Randolph Drive
30th Floor
Chicago, Illinois 60601
Richard A. Manoogian Chairman and Chief Masco Corporation
Executive Officer 21001 Van Born Road
Taylor, Michigan 48180
William T. McCormick, Chairman and Chief CMS Energy Corporation
Jr. Executive Officer 330 Town Center Drive
Dearborn, Michigan 48126
Andrew J. McKenna Chairman and Chief Schwarz
Executive Officer 8338 Austin Avenue
Morton Grove, Illinois
60053
Earl L. Neal Principal Earl L. Neal & Associates
111 West Washington Street
Suite 1700
Chicago, Illinois 60602
James J. O'Connor Retired Chairman and Unicom Corporation
Chief Executive Officer P.O. Box 767
Chicago, Illinois 60690
Thomas E. Reilly, Jr. Chairman of the Board Reilly Industries, Inc.
and Chief Executive 300 North Meridian Street
Officer Indianapolis, Indiana
46204
John W. Rogers, Jr. Chairman and President Ariel Capital Management,
Inc.
307 North Michigan
Suite 500
Chicago, Illinois 60601
Adele Simmons President The John D. and Catherine
T. MacArthur Foundation
140 South Dearborn
Suite 1100
Chicago, Illinois 60603
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Name, Business and
Name Principal Occupation Address where Employed
Richard L. Thomas Retired Chairman First Chicago NBD
Corporation
One First National Plaza
Chicago, Illinois 60670
David J. Vitale Vice Chairman First Chicago NBD
Corporation
One First National Plaza
Chicago, Illinois 60670
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Exhibit Number Description
1. Agreement and Plan of Reorganization, dated as of April 10,
1998, by and among BANC ONE CORPORATION, FIRST CHICAGO NBD
CORPORATION and HORNET REORGANIZATION CORPORATION
(incorporated by reference to Exhibit 2.1 to FCN's Current
Report on Form 8-K, dated April 10, 1998).
2. Stock Option Agreement, dated as of April 10, 1998, by and
between FIRST CHICAGO NBD CORPORATION, as issuer, and BANC
ONE CORPORATION, as grantee (incorporated by reference to
Exhibit 99.1 to FCN's Current Report on Form 8-K, dated April
10, 1998).
3. Stock Option Agreement, dated as of April 10, 1998, by and
between BANC ONE CORPORATION, as issuer, and FIRST CHICAGO
NBD CORPORATION, as grantee (incorporated by reference to
Exhibit 99.2 to FCN's Current Report on Form 8-K, dated April
10, 1998).
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