<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE
TRUST INDENTURE ACT OF 1939
BANC ONE CORPORATION
(Name of Applicant)
100 East Broad Street
Columbus, Ohio 43271
(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
Subordinated Notes Due March 1, 2019 $200,000,000
Approximate Date of Proposed Public Offering: February 18, 1998
------------------
Steven Alan Bennett
Senior Vice President, General Counsel and Secretary
BANC ONE CORPORATION
Department OH1-0158
100 East Broad Street
Columbus, Ohio 43271-0158
(614) 248-7590
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------
With Copies to:
Kenneth L. Wagner, Esq. Kim L. Swanson, Esq.
BANC ONE CORPORATION SQUIRE, SANDERS & DEMPSEY L.L.P.
Department OH1-0158 1300 Huntington Center
100 East Broad Street 41 S. High Street
Columbus, Ohio 43271-0158 Columbus, Ohio 43215
The Company hereby amends this application for qualification on such date
or dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this amendment, or (ii) such date as the Securities and Exchange
Commission, acting pursuant to Section 307(c) of the Act, may determine upon the
written request of the Company.
<PAGE>
CONTENTS OF APPLICATION FOR QUALIFICATION
This application for qualification comprises:
(a) Pages numbered 1 to 3, consecutively;
(b) The statement of eligibility and qualification of the Trustee under
the Indenture to be qualified (on Form T-1);
(c) The following exhibits, in addition to those filed as a part of the
statement of eligibility and qualification of the trustee:
(i) Exhibit T3A -- The Company's Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to the Company's Current
Report on Form 8-K filed July 14, 1997);
(ii) Exhibit T3B -- The Company's Code of Regulations (incorporated by
reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1991);
(iii) Exhibit T3C -- Form of Indenture, dated as of March 3, 1997, by
and between the Company and The Chase Manhattan Bank, as trustee
(incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-3 (File No. 333-22413);
(iv) Exhibit T3D -- Not applicable;
(v) Exhibit T3E.1 -- Form of Offering Circular, dated as of
February 18, 1998;*
(vi) Exhibit T3E.2 -- Form of Letter of Transmittal, dated as of
February 18, 1998;*
(vii) Exhibit T3E.3 -- Form of Notice of Guaranteed Delivery, dated as
of February 18, 1998;*
(viii) Exhibit T3E.4 -- Form of Letter to DTC Participants;*
(ix) Exhibit T3E.5 -- Form of Letter to Beneficial Owners;*
(x) Exhibit T3E.6 -- Form of Notice of Offer;*
(xi) Exhibit T3E.7 -- Form of Press Release;*
(xii) Exhibit T3E.8 -- Form W-9 Guidelines;*
(xiii) Exhibit T3E.9 -- Form of Supplement to Offering Circular, dated as
of February 23, 1998;
(xiv) Exhibit T3F -- Cross-Reference Sheet;*
(xv) Exhibit 99 -- Form T-1 Statement of Eligibility of The Chase
Manhattan Bank under the Trust Indenture Act of 1939 with respect
to the New Notes.*
- --------------
*Previously filed.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Company, Banc One Corporation, a corporation organized and existing
under the laws of the State of Ohio, has duly caused this Amendment No. 1 to
this application to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City of
Columbus, and State of Ohio, on the 23rd day of February, 1998.
(SEAL) BANC ONE CORPORATION
By:/s/ STEVEN R. BLUHM
---------------------------
STEVEN R. BLUHM
SENIOR VICE PRESIDENT
Attest:/s/ KENNETH L. WAGNER
-----------------------
KENNETH L. WAGNER
3
<PAGE>
[LETTERHEAD OF BANC ONE CORPORATION]
February 23, 1998
To the Holders of the
9 7/8% Subordinated Notes Due 2009:
On February 18, 1998, BANC ONE CORPORATION commenced an offer, upon the
terms and subject to the conditions set forth in its Offering Circular (the
"Offering Circular") and the accompanying Letter of Transmittal (which together
constitute the "Exchange Offer"), to exchange an aggregate principal amount of
up to $200,000,000 of its Subordinated Notes Due March 1, 2019 for a like
principal amount of its issued and outstanding 9 7/8% Subordinated Notes Due
March 1, 2009 from the registered Holders (individually, a "Holder" and
collectively, the "Holders") thereof.
Included in the Offering Circular were several tables to assist Holders in
determining the Extension Coupon (as defined in the Offering Circular).
Inadvertently, some of the numbers included on Page F-2-3 of Table F-2 "Matrix
of Extension Coupons of the New Notes" were placed in the incorrect columns.
Accordingly, enclosed for your convenience is a new page F-2-3 of Table F-2 that
lists the correct numbers and should be used instead of the current page.
Any Holder who has questions regarding the new page, the terms of the
Exchange Offer or requests for assistance may be directed to Deutsche Morgan
Grenfell Inc., the financial advisor, at (212) 469-7645 (call collect) or
Georgeson & Company Inc., the information agent, at (212) 440-9800 (banks and
brokers) or (800) 223-2064 (all others).
Very truly yours,
BANC ONE CORPORATION
<PAGE>
TABLE F-2
MATRIX OF EXTENSION COUPONS OF THE NEW NOTES
<TABLE>
<CAPTION>
30 YEAR BENCHMARK TREASURY YIELD
10 YEAR BENCHMARK -------------------------------------------------------------------------------------------------------------
TREASURY YIELD 5.82% 5.83% 5.84% 5.85% 5.86% 5.87% 5.88% 5.89% 5.90% 5.91% 5.92% 5.93% 5.94% 5.95% 5.96% 5.97%
- ------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5.20%............. 9.21% 9.25% 9.29% 9.33% 9.37% 9.41% 9.45% 9.49% 9.53% 9.57% 9.61% 9.65% 9.68% 9.72% 9.76% 9.80%
5.21%............. 9.18% 9.22% 9.26% 9.30% 9.34% 9.38% 9.42% 9.46% 9.50% 9.54% 9.58% 9.62% 9.66% 9.70% 9.74% 9.78%
5.22%............. 9.16% 9.20% 9.24% 9.27% 9.31% 9.35% 9.39% 9.43% 9.47% 9.51% 9.55% 9.59% 9.63% 9.67% 9.71% 9.75%
5.23%............. 9.13% 9.17% 9.21% 9.25% 9.29% 9.33% 9.36% 9.40% 9.44% 9.48% 9.52% 9.56% 9.60% 9.64% 9.68% 9.72%
5.24%............. 9.10% 9.14% 9.18% 9.22% 9.26% 9.30% 9.34% 9.38% 9.42% 9.46% 9.49% 9.53% 9.57% 9.61% 9.65% 9.69%
5.25%............. 9.08% 9.11% 9.15% 9.19% 9.23% 9.27% 9.31% 9.35% 9.39% 9.43% 9.47% 9.51% 9.55% 9.59% 9.63% 9.66%
5.26%............. 9.05% 9.09% 9.13% 9.17% 9.20% 9.24% 9.28% 9.32% 9.36% 9.40% 9.44% 9.48% 9.52% 9.56% 9.60% 9.64%
5.27%............. 9.02% 9.06% 9.10% 9.14% 9.18% 9.22% 9.25% 9.29% 9.33% 9.37% 9.41% 9.45% 9.49% 9.53% 9.57% 9.61%
5.28%............. 8.99% 9.03% 9.07% 9.11% 9.15% 9.19% 9.23% 9.27% 9.31% 9.35% 9.38% 9.42% 9.46% 9.50% 9.54% 9.58%
5.29%............. 8.97% 9.01% 9.04% 9.08% 9.12% 9.16% 9.20% 9.24% 9.28% 9.32% 9.36% 9.40% 9.44% 9.48% 9.51% 9.55%
5.30%............. 8.94% 8.98% 9.02% 9.06% 9.10% 9.13% 9.17% 9.21% 9.25% 9.29% 9.33% 9.37% 9.41% 9.45% 9.49% 9.53%
5.31%............. 8.91% 8.95% 8.99% 9.03% 9.07% 9.11% 9.15% 9.18% 9.22% 9.26% 9.30% 9.34% 9.38% 9.42% 9.46% 9.50%
5.32%............. 8.89% 8.92% 8.96% 9.00% 9.04% 9.08% 9.12% 9.16% 9.20% 9.24% 9.27% 9.31% 9.35% 9.39% 9.43% 9.47%
5.33%............. 8.86% 8.90% 8.94% 8.97% 9.01% 9.05% 9.09% 9.13% 9.17% 9.21% 9.25% 9.29% 9.33% 9.36% 9.40% 9.44%
5.34%............. 8.83% 8.87% 8.91% 8.95% 8.99% 9.03% 9.06% 9.10% 9.14% 9.18% 9.22% 9.26% 9.30% 9.34% 9.38% 9.42%
5.35%............. 8.81% 8.84% 8.88% 8.92% 8.96% 9.00% 9.04% 9.08% 9.11% 9.15% 9.19% 9.23% 9.27% 9.31% 9.35% 9.39%
5.36%............. 8.78% 8.82% 8.86% 8.89% 8.93% 8.97% 9.01% 9.05% 9.09% 9.13% 9.17% 9.20% 9.24% 9.28% 9.32% 9.36%
5.37%............. 8.75% 8.79% 8.83% 8.87% 8.91% 8.94% 8.98% 9.02% 9.06% 9.10% 9.14% 9.18% 9.22% 9.25% 9.29% 9.33%
5.38%............. 8.72% 8.76% 8.80% 8.84% 8.88% 8.92% 8.96% 8.99% 9.03% 9.07% 9.11% 9.15% 9.19% 9.23% 9.27% 9.31%
5.39%............. 8.70% 8.74% 8.77% 8.81% 8.85% 8.89% 8.93% 8.97% 9.01% 9.04% 9.08% 9.12% 9.16% 9.20% 9.24% 9.28%
5.40%............. 8.67% 8.71% 8.75% 8.79% 8.82% 8.86% 8.90% 8.94% 8.98% 9.02% 9.06% 9.09% 9.13% 9.17% 9.21% 9.25%
5.41%............. 8.64% 8.68% 8.72% 8.76% 8.80% 8.84% 8.87% 8.91% 8.95% 8.99% 9.03% 9.07% 9.11% 9.15% 9.18% 9.22%
5.42%............. 8.62% 8.66% 8.69% 8.73% 8.77% 8.81% 8.85% 8.89% 8.92% 8.96% 9.00% 9.04% 9.08% 9.12% 9.16% 9.20%
5.43%............. 8.59% 8.63% 8.67% 8.71% 8.74% 8.78% 8.82% 8.86% 8.90% 8.94% 8.97% 9.01% 9.05% 9.09% 9.13% 9.17%
5.44%............. 8.56% 8.60% 8.64% 8.68% 8.72% 8.75% 8.79% 8.83% 8.87% 8.91% 8.95% 8.99% 9.02% 9.06% 9.10% 9.14%
5.45%............. 8.54% 8.58% 8.61% 8.65% 8.69% 8.73% 8.77% 8.81% 8.84% 8.88% 8.92% 8.96% 9.00% 9.04% 9.08% 9.11%
5.46%............. 8.51% 8.55% 8.59% 8.62% 8.66% 8.70% 8.74% 8.78% 8.82% 8.85% 8.89% 8.93% 8.97% 9.01% 9.05% 9.09%
5.47%............. 8.48% 8.52% 8.56% 8.60% 8.64% 8.67% 8.71% 8.75% 8.79% 8.83% 8.87% 8.90% 8.94% 8.98% 9.02% 9.06%
5.48%............. 8.46% 8.50% 8.53% 8.57% 8.61% 8.65% 8.69% 8.72% 8.76% 8.80% 8.84% 8.88% 8.92% 8.96% 8.99% 9.03%
5.49%............. 8.43% 8.47% 8.51% 8.54% 8.58% 8.62% 8.66% 8.70% 8.74% 8.77% 8.81% 8.85% 8.89% 8.93% 8.97% 9.01%
5.50%............. 8.40% 8.44% 8.48% 8.52% 8.56% 8.59% 8.63% 8.67% 8.71% 8.75% 8.79% 8.82% 8.86% 8.90% 8.94% 8.98%
5.51%............. 8.38% 8.42% 8.45% 8.49% 8.53% 8.57% 8.61% 8.64% 8.68% 8.72% 8.76% 8.80% 8.84% 8.87% 8.91% 8.95%
5.52%............. 8.35% 8.39% 8.43% 8.46% 8.50% 8.54% 8.58% 8.62% 8.66% 8.69% 8.73% 8.77% 8.81% 8.85% 8.89% 8.92%
5.53%............. 8.32% 8.36% 8.40% 8.44% 8.48% 8.51% 8.55% 8.59% 8.63% 8.67% 8.70% 8.74% 8.78% 8.82% 8.86% 8.90%
5.54%............. 8.30% 8.34% 8.37% 8.41% 8.45% 8.49% 8.53% 8.56% 8.60% 8.64% 8.68% 8.72% 8.75% 8.79% 8.83% 8.87%
5.55%............. 8.27% 8.31% 8.35% 8.39% 8.42% 8.46% 8.50% 8.54% 8.57% 8.61% 8.65% 8.69% 8.73% 8.77% 8.80% 8.84%
5.56%............. 8.25% 8.28% 8.32% 8.36% 8.40% 8.43% 8.47% 8.51% 8.55% 8.59% 8.62% 8.66% 8.70% 8.74% 8.78% 8.82%
5.57%............. 8.22% 8.26% 8.29% 8.33% 8.37% 8.41% 8.45% 8.48% 8.52% 8.56% 8.60% 8.64% 8.67% 8.71% 8.75% 8.79%
5.58%............. 8.19% 8.23% 8.27% 8.31% 8.34% 8.38% 8.42% 8.46% 8.49% 8.53% 8.57% 8.61% 8.65% 8.69% 8.72% 8.76%
5.59%............. 8.17% 8.20% 8.24% 8.28% 8.32% 8.35% 8.39% 8.43% 8.47% 8.51% 8.54% 8.58% 8.62% 8.66% 8.70% 8.74%
5.60%............. 8.14% 8.18% 8.22% 8.25% 8.29% 8.33% 8.37% 8.40% 8.44% 8.48% 8.52% 8.56% 8.59% 8.63% 8.67% 8.71%
5.61%............. 8.11% 8.15% 8.19% 8.23% 8.26% 8.30% 8.34% 8.38% 8.42% 8.45% 8.49% 8.53% 8.57% 8.60% 8.64% 8.68%
5.62%............. 8.09% 8.13% 8.16% 8.20% 8.24% 8.28% 8.31% 8.35% 8.39% 8.43% 8.46% 8.50% 8.54% 8.58% 8.62% 8.65%
5.63%............. 8.06% 8.10% 8.14% 8.17% 8.21% 8.25% 8.29% 8.32% 8.36% 8.40% 8.44% 8.48% 8.51% 8.55% 8.59% 8.63%
5.64%............. 8.04% 8.07% 8.11% 8.15% 8.18% 8.22% 8.26% 8.30% 8.34% 8.37% 8.41% 8.45% 8.49% 8.52% 8.56% 8.60%
5.65%............. 8.01% 8.05% 8.08% 8.12% 8.16% 8.20% 8.23% 8.27% 8.31% 8.35% 8.38% 8.42% 8.46% 8.50% 8.54% 8.57%
5.66%............. 7.98% 8.02% 8.06% 8.09% 8.13% 8.17% 8.21% 8.24% 8.28% 8.32% 8.36% 8.40% 8.43% 8.47% 8.51% 8.55%
5.67%............. 7.96% 7.99% 8.03% 8.07% 8.11% 8.14% 8.18% 8.22% 8.26% 8.29% 8.33% 8.37% 8.41% 8.44% 8.48% 8.52%
5.68%............. 7.93% 7.97% 8.01% 8.04% 8.08% 8.12% 8.15% 8.19% 8.23% 8.27% 8.30% 8.34% 8.38% 8.42% 8.46% 8.49%
5.69%............. 7.90% 7.94% 7.98% 8.02% 8.05% 8.09% 8.13% 8.17% 8.20% 8.24% 8.28% 8.32% 8.35% 8.39% 8.43% 8.47%
5.70%............. 7.88% 7.92% 7.95% 7.99% 8.03% 8.06% 8.10% 8.14% 8.18% 8.21% 8.25% 8.29% 8.33% 8.36% 8.40% 8.44%
5.71%............. 7.85% 7.89% 7.93% 7.96% 8.00% 8.04% 8.08% 8.11% 8.15% 8.19% 8.23% 8.26% 8.30% 8.34% 8.38% 8.41%
5.72%............. 7.83% 7.86% 7.90% 7.94% 7.98% 8.01% 8.05% 8.09% 8.12% 8.16% 8.20% 8.24% 8.27% 8.31% 8.35% 8.39%
5.73%............. 7.80% 7.84% 7.87% 7.91% 7.95% 7.99% 8.02% 8.06% 8.10% 8.14% 8.17% 8.21% 8.25% 8.29% 8.32% 8.36%
5.74%............. 7.77% 7.81% 7.85% 7.89% 7.92% 7.96% 8.00% 8.03% 8.07% 8.11% 8.15% 8.18% 8.22% 8.26% 8.30% 8.33%
5.75%............. 7.75% 7.79% 7.82% 7.86% 7.90% 7.93% 7.97% 8.01% 8.05% 8.08% 8.12% 8.16% 8.19% 8.23% 8.27% 8.31%
5.76%............. 7.72% 7.76% 7.80% 7.83% 7.87% 7.91% 7.94% 7.98% 8.02% 8.06% 8.09% 8.13% 8.17% 8.21% 8.24% 8.28%
5.77%............. 7.70% 7.73% 7.77% 7.81% 7.84% 7.88% 7.92% 7.96% 7.99% 8.03% 8.07% 8.10% 8.14% 8.18% 8.22% 8.25%
5.78%............. 7.67% 7.71% 7.74% 7.78% 7.82% 7.86% 7.89% 7.93% 7.97% 8.00% 8.04% 8.08% 8.12% 8.15% 8.19% 8.23%
5.79%............. 7.65% 7.68% 7.72% 7.76% 7.79% 7.83% 7.87% 7.90% 7.94% 7.98% 8.02% 8.05% 8.09% 8.13% 8.16% 8.20%
5.80%............. 7.62% 7.66% 7.69% 7.73% 7.77% 7.80% 7.84% 7.88% 7.91% 7.95% 7.99% 8.03% 8.06% 8.10% 8.14% 8.18%
5.81%............. 7.59% 7.63% 7.67% 7.70% 7.74% 7.78% 7.81% 7.85% 7.89% 7.93% 7.96% 8.00% 8.04% 8.07% 8.11% 8.15%
5.82%............. 7.57% 7.60% 7.64% 7.68% 7.71% 7.75% 7.79% 7.83% 7.86% 7.90% 7.94% 7.97% 8.01% 8.05% 8.09% 8.12%
5.83%............. 7.54% 7.58% 7.62% 7.65% 7.69% 7.73% 7.76% 7.80% 7.84% 7.87% 7.91% 7.95% 7.98% 8.02% 8.06% 8.10%
5.84%............. 7.52% 7.55% 7.59% 7.63% 7.66% 7.70% 7.74% 7.77% 7.81% 7.85% 7.88% 7.92% 7.96% 8.00% 8.03% 8.07%
5.85%............. 7.49% 7.53% 7.56% 7.60% 7.64% 7.67% 7.71% 7.75% 7.78% 7.82% 7.86% 7.90% 7.93% 7.97% 8.01% 8.04%
5.86%............. 7.47% 7.50% 7.54% 7.57% 7.61% 7.65% 7.68% 7.72% 7.76% 7.80% 7.83% 7.87% 7.91% 7.94% 7.98% 8.02%
5.87%............. 7.44% 7.48% 7.51% 7.55% 7.59% 7.62% 7.66% 7.70% 7.73% 7.77% 7.81% 7.84% 7.88% 7.92% 7.95% 7.99%
5.88%............. 7.41% 7.45% 7.49% 7.52% 7.56% 7.60% 7.63% 7.67% 7.71% 7.74% 7.78% 7.82% 7.85% 7.89% 7.93% 7.97%
5.89%............. 7.39% 7.42% 7.46% 7.50% 7.53% 7.57% 7.61% 7.64% 7.68% 7.72% 7.75% 7.79% 7.83% 7.87% 7.90% 7.94%
5.90%............. 7.36% 7.40% 7.44% 7.47% 7.51% 7.54% 7.58% 7.62% 7.65% 7.69% 7.73% 7.77% 7.80% 7.84% 7.88% 7.91%
5.91%............. 7.34% 7.37% 7.41% 7.45% 7.48% 7.52% 7.56% 7.59% 7.63% 7.67% 7.70% 7.74% 7.78% 7.81% 7.85% 7.89%
5.92%............. 7.31% 7.35% 7.38% 7.42% 7.46% 7.49% 7.53% 7.57% 7.60% 7.64% 7.68% 7.71% 7.75% 7.79% 7.82% 7.86%
5.93%............. 7.29% 7.32% 7.36% 7.39% 7.43% 7.47% 7.50% 7.54% 7.58% 7.61% 7.65% 7.69% 7.72% 7.76% 7.80% 7.83%
5.94%............. 7.26% 7.30% 7.33% 7.37% 7.41% 7.44% 7.48% 7.52% 7.55% 7.59% 7.62% 7.66% 7.70% 7.73% 7.77% 7.81%
5.95%............. 7.24% 7.27% 7.31% 7.34% 7.38% 7.42% 7.45% 7.49% 7.53% 7.56% 7.60% 7.64% 7.67% 7.71% 7.75% 7.78%
5.96%............. 7.21% 7.25% 7.28% 7.32% 7.35% 7.39% 7.43% 7.46% 7.50% 7.54% 7.57% 7.61% 7.65% 7.68% 7.72% 7.76%
5.97%............. 7.18% 7.22% 7.26% 7.29% 7.33% 7.37% 7.40% 7.44% 7.47% 7.51% 7.55% 7.58% 7.62% 7.66% 7.69% 7.73%
5.98%............. 7.16% 7.20% 7.23% 7.27% 7.30% 7.34% 7.38% 7.41% 7.45% 7.49% 7.52% 7.56% 7.59% 7.63% 7.67% 7.70%
5.99%............. 7.13% 7.17% 7.21% 7.24% 7.28% 7.31% 7.35% 7.39% 7.42% 7.46% 7.50% 7.53% 7.57% 7.61% 7.64% 7.68%
6.00%............. 7.11% 7.14% 7.18% 7.22% 7.25% 7.29% 7.32% 7.36% 7.40% 7.43% 7.47% 7.51% 7.54% 7.58% 7.62% 7.65%
</TABLE>
F-2-3
