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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 14, 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 15, 1998 BANC ONE CORPORATION ("BANC ONE") and First Chicago NBD
Corporation ("First Chicago NBD") issued a joint press release announcing
approval of their proposed merger by the Board of Governors of the Federal
Reserve and also by the shareholders of First Chicago NBD and BANC ONE. A copy
of such press release is filed herein as Exhibit 99.1 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 17, 1998 By: /s/ Steven A. Bennett
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Steven A. Bennett
Senior Vice President
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Exhibit 99.1
NEWS RELEASE FROM BANC ONE CORPORATION
AND FIRST CHICAGO NBD CORPORATION
FOR IMMEDIATE RELEASE
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SHAREHOLDERS, FEDERAL RESERVE APPROVE MERGER
OF BANC ONE, FIRST CHICAGO NBD; NEW BOARD ANNOUNCED
CHICAGO AND COLUMBUS, Sept. 15, 1998 - Shareholders have approved the
merger of equals of BANC ONE CORPORATION and First Chicago NBD Corporation in
separate meetings today, the companies announced.
"Our companies' shareholders recognize the value we're bringing
together in these two strong companies and have endorsed the merger," said John
McCoy, who is BANC ONE chairman and will be president and chief executive
officer of the new company, BANK ONE CORPORATION. "Combining these two great
companies creates one great future."
A total of 98 percent of BANC ONE shareholders voting approved the
merger as did 93 percent of First Chicago NBD shareholders who voted.
In other significant action, the Federal Reserve Board approved the
merger Monday and the Department of Justice endorsed the companies' divestiture
plan last week.
The merger is expected to be completed in October.
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In addition, the companies today announced the composition of the
post-merger, 22- member Board of Directors for BANK ONE, comprised of 11 from
BANC ONE's board and 11 from First Chicago NBD's board. Joining Istock and McCoy
as inside directors will be Vice Chairmen Richard Lehmann and David Vitale.
The entire board will stand for election at BANK ONE's first annual
meeting in May, 1999, and annually thereafter.
"The diversity of board members' experience and background as well as
the broad geographic base they represent will serve our shareholders, customers,
employees and communities well," said Verne G. Istock, who is First Chicago NBD
chairman and who will be chairman of BANK ONE.
BANK ONE CORPORATION will be the nation's fifth-largest bank holding
company with assets of more than $240 billion and managed assets of more than
$280 billion. It will be a major corporate bank nationally and in selected
international markets, the nation's second-largest credit card company, the
leading retail bank in eight states and the leading business bank in the Midwest
and Arizona, and the third-largest bank mutual fund company.
BANK ONE CORPORATION BOARD
John H. Bryan Siegfried Buschmann
Chairman, Chief Executive Chairman, Chief Executive
Sara Lee Corp. The Budd Co.
Chicago Troy, Mich.
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James S. Crown Bennett Dorrance
General Partner Private investor
Henry Crown and Company Chairman, Managing Director
Chicago DMB Associates
Phoenix
Dr. Maureen A. Fay, O.P. John R. Hall
President Retired Chairman, Chief Executive
University of Detroit Mercy Ashland, Inc.
Detroit Ashland, Ky.
Verne G. Istock Laban P. Jackson Jr.
Chairman* Chairman, Chief Executive
BANK ONE CORPORATION Clear Creek Properties, Inc.
Chicago Lexington, Ky.
John W. Kessler Richard J. Lehmann
Chairman Vice Chairman*
The New Albany Company BANK ONE CORPORATION
Columbus, Ohio Chicago
William G. Lowrie Richard A. Manoogian
President Chairman, Chief Executive
Amoco Corp. Masco Corp.
Chicago Taylor, Mich.
William T. McCormick John B. McCoy
Chairman, Chief Executive President, Chief Executive*
CMS Energy Corp. BANK ONE CORPORATION
Dearborn, Mich. Chicago
Thomas E. Reilly Jr. John W. Rogers Jr.
Chairman, Chief Executive Chairman, President
Reilly Industries, Inc. Ariel Capital Management, Inc.
Indianapolis, Ind. Chicago
Thekla R. Shackelford Alex Shumate
Education Consultant Office Managing Partner
Columbus, Ohio Squire, Sanders & Dempsey
Columbus, Ohio
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Frederick P. Stratton Jr. John C. Tolleson
Chairman, Chief Executive Former Chairman, Chief Executive
Briggs & Stratton Corp. First USA, Inc.
Milwaukee, Wis. Dallas
David J. Vitale Robert D. Walter
Vice Chairman* Chairman, Chief Executive
BANK ONE CORPORATION Cardinal Health, Inc.
Chicago Columbus, Ohio
*Reflects title in BANK ONE once merger is completed.
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