UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
First Chicago NBD Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
31945A100
(CUSIP Number)
Steven Alan Bennett, Esq.
Senior Vice President, General Counsel and Secretary
BANC ONE CORPORATION
Department OH1-0158
Columbus, Ohio 43271-0158
(614) 248-7590
(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. 31945A100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BANC ONE CORPORATION
31-0738296
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
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
57,150,376 shares (1)(2)(See Item 5)
8. SHARED VOTING POWER
0(2)(See Item 5)
9. SOLE DISPOSITIVE POWER
57,150,376 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
57,150,376 shares (1)(2)(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 all 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. BANC ONE CORPORATION ("BANC
ONE") expressly disclaims any beneficial ownership of such shares of FCN Common
Stock that are obtainable by BANC ONE 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 trust accounts, managed accounts or other similar
arrangements by one or more subsidiaries of the reporting person are not
included. The reporting person disclaims beneficial ownership of such shares.
(3) Based on the number of shares of FCN Common Stock subject to the
Option (without giving effect to any shares issued under the Option) relative to
the outstanding number of shares of FCN Common Stock as of March 31, 1998.
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Item 1. Security and Issuer
This statement relates to shares of common stock, par value $1.00 per
share, of FIRST CHICAGO NBD CORPORATION ("FCN Common Stock"), a Delaware
corporation ("FCN"). The address of FCN's principal executive offices is One
First National Plaza, Chicago, Illinois 60670.
Item 2. Identity and Background
(a) - (c) and (f). This Schedule 13D is being filed by BANC ONE
CORPORATION, a corporation organized and existing under the laws of the State of
Ohio ("BANC ONE"). BANC ONE is a multi-bank holding company that at March 31,
1998 operated banking offices in Arizona, Colorado, Illinois, Indiana, Kentucky,
Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. BANC ONE
also owns nonbank subsidiaries that engage in credit card and merchant
processing, consumer and education finance, mortgage banking, insurance, venture
capital, investment and merchant banking, trust, brokerage, investment
management, equipment leasing and data processing. BANC ONE's principal
executive offices are located at 100 East Broad Street, Columbus, Ohio 43271.
The names of the directors and executive officers of BANC ONE 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 BANC ONE.
(d) - (e). During the last five years, neither BANC ONE nor, to the best
knowledge of BANC ONE, any executive officer or director of BANC ONE, 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, FCN has 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 "Option"). The exercise of the Option to purchase the full number of
shares of FCN Common Stock currently covered thereby would require aggregate
funds of approximately $5,372,135,344. If BANC ONE were to purchase shares of
FCN Common Stock pursuant to the Option Agreement, BANC ONE currently
anticipates that such funds would be provided from BANC ONE's working capital
and from borrowings from other sources yet to be determined.
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Item 4. Purpose of Transaction
On April 10, 1998, BANC ONE, FCN 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 common stock, without par value, of Newco ("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 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 BANC ONE's entering into the
Reorganization Agreement (and a reciprocal stock option agreement), FCN entered
into the Option Agreement with BANC ONE pursuant to which FCN granted 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
number of shares issuable upon exercise of the Option (such shares, "Option
Shares") is subject to adjustment in the event that any shares of FCN Common
Stock are issued or otherwise become
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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 FCN 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 FCN Common Stock
outstanding by reason of any stock dividend, split-up, merger, recapitalization,
combination, subdivision, conversion, exchange of shares or the like by FCN.
Under certain circumstances set forth in the Option Agreement, FCN 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 FCN or its stockholders in
certain competing transactions involving the acquisition of FCN or the highest
last sale price of FCN 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 BANC ONE 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 "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 BANC ONE Common Stock issuable
pursuant to the Reciprocal Option would represent approximately 19.9% of the
BANC ONE Common Stock issued and outstanding. With the exception of the number
of shares subject to the option and the exercise price of the 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 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
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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, BANC ONE 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, BANC ONE has the right,
exercisable only in certain circumstances, none of which has occurred as of the
date hereof, to acquire up to 57,150,376 shares of FCN Common Stock (subject to
adjustment as described in Item 4), which represents beneficial ownership of
approximately 19.9% of the shares of FCN Common Stock currently outstanding. If
BANC ONE 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, BANC ONE disclaims
beneficial ownership of such shares of FCN Common Stock subject to the Option
Agreement.
As of April 17, 1998, subsidiaries of BANC ONE, in the ordinary course of
their trust and investment management business, held 958,285 shares of FCN
Common Stock in trust accounts, managed accounts or under similar arrangements
on behalf of third parties (collectively, "Trust Accounts"), constituting less
than 1% of the shares of FCN Common Stock outstanding as of such date. BANC ONE
has sole voting power with respect to 474,309 shares of FCN Common Stock held in
Trust Accounts, shared voting power with respect to 3,335 shares of FCN Common
Stock held in Trust Accounts, sole dispositive power with respect to 390,368
shares of FCN Common Stock held in Trust Accounts and shared dispositive power
with respect to 51,617 shares of FCN Common Stock held in Trust Accounts. Such
shares are not included in the shares of FCN Common Stock covered by this
Schedule 13D. BANC ONE disclaims beneficial ownership of such shares.
Except as set forth above and except for 450 shares of FCN Common Stock
beneficially owned by John R. Hall (a director of BANC ONE) and 1.26875 shares
of FCN Common Stock
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beneficially owned by John R. Tolleson (a director of BANC ONE), neither BANC
ONE nor, to its knowledge, any of the persons identified in Item 2 above
beneficially own any shares of FCN Common Stock.
(c) Except to the extent of transactions in a fiduciary capacity, there
have been no transactions in shares of FCN Common Stock by BANC ONE, or, to the
best knowledge of BANC ONE, any of BANC ONE'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
Not applicable. Except as set forth in Items 3, 4 and 5, neither BANC ONE
nor, to the best knowledge of BANC ONE, 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 FCN.
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 BANC ONE's Current Report on Form 8-K,
dated April 10, 1998 (File No. 1-8552)).
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 BANC ONE's Current Report on Form 8-K, dated April 10, 1998 (File
No. 1-8552)).
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 BANC ONE's Current Report on Form 8-K, dated April 10, 1998 (File
No. 1-8552)).
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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
BANC ONE CORPORATION
/s/ Steven Alan Bennett
-------------------------
Steven Alan Bennett, Esq.
Senior Vice President, General Counsel
and Secretary
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ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
BANC ONE CORPORATION
The names, business addresses and present principal occupations of the
directors and executive officers of BANC ONE CORPORATION ("BANC ONE") are set
forth below. If no business address is given, the director's or executive
officer's business address is 100 East Broad Street, Columbus, Ohio 43271. The
business address of each BANC ONE director is also the business address of such
director's employer, if any. Unless otherwise indicated, all directors and
executive officers listed below are citizens of the United States.
I. DIRECTORS
Present Principal Occupation
Name or Employment and Address
Bennett Dorrance Chairman and Managing Director
DMB Associates, Inc.
(real estate investment and development)
4201 North 24th Street, Suite 120
Phoenix, Arizona 85016
Charles E. Exley, Jr. Corporate director
2350 Kettering Tower
Dayton, Ohio 45423
John R. Hall Retired Chairman and
Chief Executive Officer
Ashland, Inc.
(oil refiner, manufacturer and
distributor of chemicals)
500 Diederich Boulevard
Russell, Kentucky 41169
Laban P. Jackson, Jr. Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
(real estate development)
2365 Harrodsburg Road
Suite B230
Lexington, Kentucky 40504-3300
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Present Principal Occupation
Name or Employment and Address
John W. Kessler Chairman
The New Albany Company
(real estate development)
5076 Whytehouse Lane
New Albany, Ohio 43054
Richard J. Lehmann President and Chief Operating Officer
BANC ONE CORPORATION
John B. McCoy Chairman and Chief Executive Officer
BANC ONE CORPORATION
John G. McCoy Chairman of the Executive Committee
BANC ONE CORPORATION
Thekla R. Shackelford Education consultant
6020 Havens Road
Gahanna, Ohio 43230
Alex Shumate Office Managing Partner
Squire, Sanders & Dempsey
(attorneys-at-law)
41 South High Street, Suite 1300
Columbus, Ohio 43215
Frederick P. Stratton, Jr. Chairman and Chief Executive Officer
Briggs & Stratton Corporation
(manufacturer of air cooled gasoline engines
for outdoor power equipment)
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
John C. Tolleson Former Chairman and
Chief Executive Officer
First USA, Inc.
1601 Elm Street
47th Floor
Dallas, Texas 75201
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Present Principal Occupation
Name or Employment and Address
Robert D. Walter Chairman and Chief Executive Officer
Cardinal Health, Inc.
(wholesale distributor of pharmaceuticals
and related healthcare products)
5555 Glendon Court
Dublin, Ohio 43016
II. EXECUTIVE OFFICERS
Present Principal Occupation
Name or Employment and Address
Peter W. Atwater Treasurer
BANC ONE CORPORATION
Steven A. Bennett Senior Vice President, General Counsel and
Secretary
BANC ONE CORPORATION
William P. Boardman Senior Executive Vice President
BANC ONE CORPORATION
A. William Crowley, Jr. Senior Vice President and
Chief Credit Officer
BANC ONE CORPORATION
Thomas E. Hoaglin Chairman and Chief Executive Officer
Banc One Services Corporation
Richard J. Lehmann President and Chief Operating Officer
BANC ONE CORPORATION
William C. Leiter Senior Vice President and Controller
BANC ONE CORPORATION
Richard D. Lodge Senior Vice President
BANC ONE CORPORATION
John B. McCoy Chairman and Chief Executive Officer
BANC ONE CORPORATION
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Present Principal Occupation
Name or Employment and Address
Michael J. McMennamin Executive Vice President and
Chief Financial Officer
BANC ONE CORPORATION
Ronald G. Steinhart Chairman and Chief Executive Officer
Banc One National Commercial
Banking Group
1717 Main Street
Dallas, Texas 75201
Kenneth T. Stevens Chairman and Chief Executive Officer
Banc One Retail Group
Richard W. Vague Chairman and Chief Executive Officer
First USA Bank
201 North Walnut Street
Wilmington, Delaware 19801
Donald A. Winkler Chairman and Chief Executive Officer
Finance One Corporation
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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 BANC ONE's
Current Report on Form 8-K, dated April 10, 1998 (File No.
1-8552)).
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 BANC ONE 's Current Report on Form 8-K, dated
April 10, 1998 (File 1-8552)).
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 BANC ONE's Current Report on Form 8-K, dated
April 10, 1998 (File No. 1-8552)).
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