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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1998.
REGISTRATION NO. 333-52503
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BANC ONE CORPORATION
(Exact name of Registrant as specified in its charter)
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OHIO 6711 31-0738296
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) No.)
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100 EAST BROAD STREET, COLUMBUS, OHIO 43271,
(614) 248-5944
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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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. ANTHONY J. CORRERO, III, ESQ.
BANC ONE CORPORATION Correro Fishman Haygood Phelps Weiss
Department OH1-0158 Walmsley & Casteix, L.L.P.
100 East Broad Street 201 St. Charles Avenue
Columbus, Ohio 43271-0158 New Orleans, Louisiana 70170
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed herewith except those indicated which have
been filed previously as shown below and which are incorporated herein by
reference.
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2.1 Agreement and Plan of Merger dated as of October 20, 1997 between First Commerce
Corporation, Delta Acquisition Corporation and the Registrant (incorporated by
reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K dated
October 20, 1997).
2.2 Option Agreement dated as of October 20, 1997 between First Commerce Corporation and
the Registrant (incorporated by reference to Exhibit 99.3 to the Registrant's
Current Report on Form 8-K dated October 20, 1997).
2.3 Agreement and Plan of Reorganization dated as of April 10, 1998 by and among the
Registrant, First Chicago NBD Corporation and Hornet Reorganization Corporation
(incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form
8-K dated April 10, 1998 (as amended by Form 8-K/A filed April 21, 1998)).
2.4 Stock Option Agreement dated as of April 10, 1998 by and between First Chicago NBD
Corporation, as issuer, and the Registrant, as grantee (incorporated by reference to
Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated April 10, 1998 (as
amended by Form 8-K/A filed April 21, 1998)).
2.5 Stock Option Agreement dated as of April 10, 1998 by and between the Registrant, as
issuer, and, First Chicago NBD Corporation, as grantee (incorporated by reference to
Exhibit 99.2 to the Registrant's Current Report on Form 8-K dated April 10, 1998 (as
amended by
Form 8-K/A filed April 21, 1998)).
3.1 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).
3.2 Code of Regulations of the Registrant (incorporated by reference from Exhibit 3.2 of
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991).
4.1 Form of Common Stock Certificate of the Registrant (incorporated by reference from
Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989).
5 Opinion of Steven Alan Bennett, Esq., Senior Vice President, General Counsel and
Secretary for the Registrant, regarding the legality of securities being offered,
including consent.*
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II-1
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8 Opinion of Coopers & Lybrand L.L.P. regarding the Federal income tax consequences of
the Merger.
23.1 Consent of Coopers & Lybrand L.L.P. relating to the audited financial statements of
the Registrant.*
23.2 Consent of Coopers & Lybrand L.L.P. relating to their opinion regarding the Federal
income tax consequences of the Merger.
23.3 Consent of Arthur Andersen LLP relating to the audited financial statements of First
Commerce Corporation.*
23.4 Consent of Arthur Andersen LLP relating to the audited financial statements of First
Chicago NBD Corporation.*
23.5 Consent of Steven Alan Bennett, Esq., Senior Vice President, General Counsel and
Secretary for the Registrant (included in Exhibit 5 hereto).*
23.6 Consent of Keefe, Bruyette & Woods, Inc.*
24 Powers of Attorney.*
99.1 Form of Proxy to be used by First Commerce Corporation.*
99.2 First Chicago NBD Corporation Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3(A) to the First Chicago NBD Corporation Annual Report on Form
10-K for the fiscal year ended December 31, 1995 (File No. 1-7127).
99.3 First Chicago NBD Corporation By-laws (incorporated by reference to Exhibit 3(B) to
the First Chicago NBD Corporation Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 (File No. 1-7127).
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* Previously filed.
ITEM 22. UNDERTAKINGS.
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 the 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 the
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 end 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 a 20% change in the maximum aggregate offering
price set forth in the "Calculation of 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 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, 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.
II-2
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(4) 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 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.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the registrant undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(6) That every prospectus (i) that is filed pursuant to paragraph (5)
above, or (ii) that purports to meet the requirements of Section 10(a)(3) of
the Securities Act of 1933 and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
this registration statement and will not be used until such amendment has
become effective, and that for the purpose of determining liabilities 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.
(7) 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 Securities Act of 1933 and is, therefore,
unenforceable. If 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.
(8) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(9) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in this registration statement when
it became effective.
II-3
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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
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio,
on May 13, 1998.
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BANC ONE CORPORATION
By: /s/ STEVEN ALAN BENNETT
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Steven Alan Bennett
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
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Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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/s/ JOHN B. MCCOY* Chairman of the Board
- ------------------------------ (Principal Executive May 13, 1998
John B. McCoy Officer and Director)
/s/ RICHARD J. LEHMANN*
- ------------------------------ President and Director May 13, 1998
Richard J. Lehmann
/s/ MICHAEL J. MCMENNAMIN* Executive Vice President
- ------------------------------ (Principal Financial May 13, 1998
Michael J. McMennamin Officer)
/s/ WILLIAM C. LEITER*
- ------------------------------ Controller (Principal May 13, 1998
William C. Leiter Accounting Officer)
/s/ BENNETT DORRANCE*
- ------------------------------ Director May 13, 1998
Bennett Dorrance
/s/ CHARLES E. EXLEY*
- ------------------------------ Director May 13, 1998
Charles E. Exley
/s/ JOHN R. HALL*
- ------------------------------ Director May 13, 1998
John R. Hall
/s/ LABAN P. JACKSON, JR.*
- ------------------------------ Director May 13, 1998
Laban P. Jackson, Jr.
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II-4
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ JOHN G. MCCOY*
- ------------------------------ Director May 13, 1998
John G. McCoy
/s/ THEKLA R. SHACKELFORD*
- ------------------------------ Director May 13, 1998
Thekla R. Shackelford
/s/ ALEX SHUMATE*
- ------------------------------ Director May 13, 1998
Alex Shumate
/s/ FREDERICK P. STRATTON,
JR.*
- ------------------------------ Director May 13, 1998
Frederick P. Stratton, Jr.
/s/ JOHN C. TOLLESON*
- ------------------------------ Director May 13, 1998
John C. Tolleson
/s/ ROBERT D. WALTER*
- ------------------------------ Director May 13, 1998
Robert D. Walter
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*By: /s/ STEVEN ALAN BENNETT
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Steven Alan Bennett
ATTORNEY IN FACT
II-5
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May 11, 1998
BANC ONE CORPORATION
100 East Broad Street
Columbus, 01143271-0252
Re: Agreement and Plan of Merger, dated October 20, 1997, between First
Commerce Corporation, Delta Acquisition Corporation, and Banc One
Corporation
Dear Ladies and Gentlemen:
We have acted as tax advisors to BANC ONE CORPORATION, an Ohio corporation
(hereinafter the "Parent"), in connection with the proposed merger ("Merger") of
Delta Acquisition Corporation, an Ohio corporation ("Sub"), with and into First
Commerce Corporation, a Louisiana corporation ("Target"), pursuant to the terms
of the Agreement and Plan of Merger, dated October 20, 1997 ("Merger
Agreement"), by and among Parent, Sub, and Target. As a result of such role, you
requested we render an opinion as to the Federal income tax consequences for
Target shareholders, Target, and Parent. Such is provided herein.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Merger Agreement, and (ii) any other documents we deemed necessary or
appropriate to enable us to render the opinion below. In our examination, we
have assumed the authenticity of all signatures, the legal capacity of all
natural persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified, conformed or photostatic copies, and the authenticity of the
originals of such copies. In rendering the opinion set forth below, we have
relied upon certain written representations and covenants of Parent, Sub, and
Target, which are annexed hereto.
Our opinion is based on the relevant provisions of the Internal Revenue Code of
1986, as amended (the "Code"), the regulations thereunder, and the judicial and
administrative interpretations thereof. There are no assurances that the
conclusions reached herein will be accepted by the Internal Revenue Service or
judicial authorities if challenged. Any legislative, regulatory, administrative,
or judicial decisions subsequent to the date of this opinion may have an impact
on the validity of our conclusions. Unless you specifically request otherwise,
we will not update our opinion for changes to the law, regulations, or the
judicial and administrative interpretations thereof.
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Based upon and subject to the foregoing, we are of the opinion that the Merger
will, under current law, constitute a tax-free reorganization under Section
368(a) of the Code, and Parent and Target will each be a party to the
reorganization within the meaning of Section 368(b) of the Code. As a tax-free
reorganization, the Merger will have the following Federal income tax
consequences for Target shareholders, Target and Parent:
1. No gain or loss will be recognized by holders of common stock, par value
of $5.00 per share, of Target ("Target Common Stock") as a result of the
exchange of such shares for shares of Parent common stock ("Parent Common
Stock"), without par value, pursuant to the Merger, except that gain or
loss will be recognized on the receipt of cash, if any, received in lieu of
fractional shares or by dissenting shareholders in perfection of their
dissenting rights. The payment of cash to Target shareholders in lieu of
fractional share interests or to dissenting shareholders in perfection of
their dissenting rights of Parent Common Stock will be treated for
federal income tax purposes as if the fractional shares were distributed as
part of the exchange and then were redeemed by Parent. These cash payments
will be treated as distributions in full payment in exchange for the stock
redeemed as provided by Section 302(a) of the Code.
2. The tax basis of the shares of Parent Common Stock received by each
shareholder of Target will equal the tax basis of such shareholder's shares
of Target Common Stock (reduced by any amount allocable to fractional share
interests for which cash is received) exchanged in the Merger.
3. The holding period for the shares of Parent Common Stock received by
each shareholder of Target will include the holding period for the shares
of Target Common Stock of such shareholder exchanged in the Merger provided
that Target Common Stock was held as a capital asset on the date of
exchange.
4. Parent will not recognize gain or loss as a result of the Merger.
5. Target will not recognize gain or loss as a result of the Merger.
Except as set forth above, we express no opinion as to the tax consequences
to any party, whether Federal, state, local, or foreign, of the Merger, or of
any transactions related to or contemplated by the Merger. This opinion is
being furnished only to you in connection with the Merger and solely for your
benefit and for the benefit of First Commerce and its shareholders in
connection therewith including the use of such opinion within the related
Form S-4 Registration Statement. It may not be used or relied upon for any
other purpose, and it may not be circulated, quoted or otherwise referred to
for any other purpose without our express written consent.
Very Truly Yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
2
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CONSENT OF TAX ADVISORS
We consent to the inclusion in the Registration Statement on Form S-4 of
BANC ONE CORPORATION of our tax opinion dated May 11, 1998 regarding the
Agreement and Plan of Merger, dated October 20, 1997 between First Commerce
Corporation, Delta Acquisition Corporation, and Banc One Corporation and to all
references to us included in such Registration Statement.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
May 11, 1998
