As filed with the Securities and Exchange Commission on September __, 1998.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
BANC ONE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
OHIO 31-0738296
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
DEPARTMENT OH1-0158
100 EAST BROAD STREET
COLUMBUS, OHIO 43271-0158
(Address of Principal Executive Offices)
BANC ONE CORPORATION
INVESTMENT OPTION PLAN
(Full Title of the Plan)
STEVEN ALAN BENNETT WITH COPIES TO:
SENIOR VICE PRESIDENT AND GENERAL COUNSEL KENNETH L. WAGNER, ESQ.
BANC ONE CORPORATION BANC ONE CORPORATION
DEPARTMENT OH1-0158 DEPARTMENT OH1-0158
100 EAST BROAD STREET 100 EAST BROAD STREET
COLUMBUS, OHIO 43271-0158 COLUMBUS, OHIO 43271-0158
(Name and Address of Agent For Service)
(614) 248-7590
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price (1) Fee
Banc One Corporation
Investment Option
Plan Obligations(2) $82,668,000 NA $82,668,000 $24,387.09
(1) Estimated solely for the purposes of determining the registration fee.
(2) The Banc One Corporation Investment Option Plan Obligations are unsecured
obligations of Banc One Corporation to pay deferred compensation in the
future in accordance with the terms of the Banc One Corporation Investment
Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
Registration Statement:
(1) The Annual Report of Banc One Corporation (the "Company") on Form
10-K for the fiscal year ended December 31, 1997, which has heretofore been
filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act").
(2) The Company's Quarterly Reports on Form 10-Q for the quarter
periods ended March 31, 1998 and June 30, 1998, which has heretofore been filed
by the Company with the Commission pursuant to the 1934 Act.
(3) The Company's Current Reports on Forms 8-K dated January 1, 1998;
April 14, 1998; April 22, 1998; July 21, 1998; July 22, 1998; and July 24, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the 1934 Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Company's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Reports.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Banc One Corporation Investment Option Plan (the "Plan") provides
eligible employees ("Participant(s)") of the Company and its participating
subsidiaries ("Employers") with an opportunity to defer a portion of their
compensation and accumulate tax-deferred earnings thereon. Deferred amounts
will be replaced with options to purchase registered mutual funds offered by the
Company or one of its affiliates.
The Obligations registered hereunder cannot be alienated, sold,
transferred, assigned, pledged, attached, garnished, or otherwise encumbered.
Benefits under the Plan including payments under the Obligations registered
hereunder will be made in the form of the optioned property, and may be received
at any time after six months have elapsed from the date of grant, and expire
upon the earliest of: (i) a predetermined period following a Participant's
termination of employment, such periods varying from 60 days to ten years (as
described in the plan) based on the reason for the participant's termination of
employment; (ii) twenty years from the date the option was granted. Income taxes
on deferred amounts, including earnings thereon, will not be required to be paid
until such benefits are paid to the Participant or his or her beneficiary.
Participants are unsecured general creditors of the Employers with
respect to their Plan benefits, including payments under the Obligations
registered hereunder. Benefits are payable from the Employers' general assets,
and are subject to the risk of corporate insolvency.
The Obligations are not subject to redemption, in whole or in part,
prior to the termination of employment, retirement or death of the Participant
except for hardship withdrawal as provided in the Plan. The Obligations are not
convertible into another security of the Company. The Obligations will not have
the benefit of a negative pledge or any other affirmative or negative covenant
on the part of the Company. No trustee has been appointed having the authority
to take action with respect to the Obligations.
The Company reserves the right to amend or terminate the Plan,
provided that such amendment or termination does not result in any reduction of
a Participant's account balance as of the date of such amendment or termination,
as adjusted for earnings or losses. The Company may appoint an outside vendor
to provide record-keeping services.
The Company has the right to interpret the Plan and determine all
other matters that might arise under the terms and conditions of the Plan. Its
decisions are final and binding an all Participants.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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 indemnifies 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.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The 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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Act"), 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) That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the 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.
(4) 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.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the 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.
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 September 3, 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
/s/ John B. McCoy Chairman of the Board September 3, 1998
John B. McCoy (Principal Executive Officer & Director)
/s/ Richard J. Lehmann President and Director September 3, 1998
Richard J. Lehmann
/s/ Michael J. McMennamin Executive Vice President September 3, 1998
Michael J. McMennamin (Principal Financial Officer)
/s/ William C. Leiter Controller September 3, 1998
William C. Leiter (Principal Accounting Officer)
/s/ Bennett Dorrance Director September 3, 1998
Bennett Dorrance
/s/ Charles E. Exley, Jr. Director September 3, 1998
Charles E. Exley, Jr.
/s/ John R. Hall Director September 3, 1998
John R. Hall
/s/ Laban P. Jackson, Jr. Director September 3, 1998
Laban P. Jackson, Jr.
/s/ John W. Kessler Director September 3, 1998
John W. Kessler
/s/ John G. McCoy Director September 3, 1998
John G. McCoy
/s/ Thekla R. Shackelford Director September 3, 1998
Thekla R. Shackelford
/s/ Alex Shumate Director September 3, 1998
Alex Shumate
/s/ Frederick P. Stratton, Jr. Director September 3, 1998
Frederick P. Stratton, Jr.
/s/ John C. Tolleson Director September 3, 1998
John C. Tolleson
/s/ Robert D. Walter Director September 3, 1998
Robert D. Walter
EXHIBIT INDEX
FORM S-8 REGISTRATION STATEMENT
Exhibit No. Description of Exhibit
5 Opinion of McDermott, Will & Emery, regarding the legality of the
securities being offered, including consent.
23.1 Consent of McDermott, Will & Emery (included in Exhibit 5
attached hereto).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included elsewhere in
Part II of this Registration Statement).
EXHIBIT 5
McDermott, Will & Emery
227 West Monroe Street, Suite 3100
Chicago, Illinois 60606
September 10, 1998
Banc One Corporation
Department OH1-0158
100 East Broad Street
Columbus, Ohio 43271-0158
Re: $82,668,000 Investment Option Plan Obligations
Ladies and Gentlemen:
We have acted as counsel for Banc One Corporation (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of $82,668,000 of Investment Option Plan
Obligations (the "Plan Obligations"), which may be issued pursuant to the Banc
One Corporation Investment Option Plan (the "Plan").
We have examined or considered:
1. A copy of the Company's Amended Articles of Incorporation.
2. The Code of Regulations of the Company.
3. Telephonic confirmation of the Secretary of State of Ohio, as of a
recent date, as to the good standing of the Company in that state.
4. Copies of resolutions duly adopted by the Board of Directors of
the Company relating to the Plan.
5. A copy of the Plan.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Ohio.
(b) The Plan Obligations when issued and delivered as contemplated by
the Registration Statement and the Plan, will be duly authorized and will
constitute valid and binding obligations of the Company, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws
of general applicability relating to or affecting enforcement of creditors'
rights or by general principles of equity.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
WJQ/bjs
Exhibit 23.2
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 BANC ONE CORPORATION Investment
Option 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/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Columbus, Ohio
September 15, 1998
