As filed with the Securities and Exchange Commission on May 8, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- ------------------------------
STAR BANC CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0838189
(State of Incorporation) (I.R.S. Employer Identification No.)
425 Walnut Street, Cincinnati, Ohio 45202
(Address of Principal Executive Offices) (Zip Code)
STAR BANC CORPORATION 1996 STARSHARE
STOCK INCENTIVE PLAN FOR EMPLOYEES
(Full Title of the Plan)
Jerry A. Grundhofer, 900 Star Bank Center, 425 Walnut Street,
Cincinnati, Ohio 45202
(Name and address of agent for service)
(513) 632-4000
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION.
Proposed
Title of Proposed maxi- maximum ag-
securities to be Amount to be mum offering gregate offering Amount of
registered registered(1) price per share (2) price (2) registration fee
<S> <C> <C> <C> <C>
Common Stock,
par value $5.00 1,420,875 shares $30.33 $43,095,138.75 $14,860.39
</TABLE>
(1) This registration statement also covers such indeterminable
number of additional shares of Common Stock of Star Banc
Corporation, as may become issuable with respect to all or any
of such shares pursuant to anti-dilution provisions in the plan.
(2) Inserted solely for purposes of computing the registration
fee and based, pursuant to Rule 457(h)(1) under the Securities
Act of 1933, as amended, upon $30.33 per share, the price at
which the employee stock options may be exercised, as determined
by the close of the Common Stock on December 10, 1996, as
reported on the New York Stock Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the registrant, Star Banc
Corporation (the "Corporation"), are incorporated by reference
into and made a part of this Registration Statement. In
addition, all documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which 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.
(a) The Corporation's Annual Report on Form 10-K for the year
ended December 31, 1996; and
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act, as amended, since December 31, 1996.
(c) The description of the class of securities to be offered
which is contained in a registration statement filed under the
Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating such
description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant's Articles of Incorporation and Code of
Regulations require the registrant to indemnify, to the full
extent permitted (or not prohibited) by the General Corporation
Law of the State of Ohio, any person with respect to any civil,
criminal, administrative or investigative action or proceeding
instituted or threatened by reason of the fact that he is or was
a director or officer of the registrant or is or was serving at
the request of the registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise.
Section 1701.13 of the General Corporation Law of the State of
Ohio authorizes the indemnification of directors and officers
against liability incurred by reason of being a director or
officer and against expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement) in connection
with any action seeking to establish such liability, in the case
of third-party claims, if the officer or director acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, and, in the
case of actions by or in the rights of the corporation, if the
officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation provided that such officer or
director shall not have been adjudged liable for negligence or
misconduct, unless a court otherwise determines, or that such
director shall have assented to certain payments, distributions
or loans prohibited by law. Indemnification is also authorized
with respect to any criminal action or proceeding where the
officer or director had no reasonable cause to believe his
conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number
23 Consent of Arthur Andersen LLP
24 Powers of attorney
99 Form 10-K - Incorporated herein by reference
ITEM 9. UNDERTAKINGS
(a)* 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. Not
withstanding 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;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
(b)* The undersigned registrant hereby undertakes 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 section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(h)* 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 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.
________________________
* Subparagraph references correspond to the applicable
subparagraphs of Item 512 of Regulation S-K.
SIGNATURES
THE REGISTRANT. 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 on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on May 7, 1997.
STAR BANC CORPORATION
By /s/ Jerry A. Grundhofer
Jerry A. Grundhofer
Chairman of the Board, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in their capacities as of the 7th day of May, 1997.
Signature Title
/s/ Jerry A. Grundhofer Chairman of the Board, President, Chief Executive
Jerry A. Grundhofer Officer and Director
/s/ David M. Moffett* Executive Vice President and Chief Financial
David M. Moffett Officer
/s/ James D. Hogan*
James D. Hogan Controller
/s/ James R. Bridgeland, Jr.*
James R. Bridgeland, Jr. Director
Laurance L. Browning, Jr. Director
Victoria B. Buyniski Director
/s/ Samuel M. Cassidy*
Samuel M. Cassidy Director
/s/ V. Anderson Coombe*
V. Anderson Coombe Director
John C. Dannemiller Director
/s/ J. P. Hayden, Jr.*
J. P. Hayden, Jr. Director
/s/ Roger L. Howe*
Roger L. Howe Director
/s/ Thomas J. Klinedinst, Jr.*
Thomas J. Klinedinst, Jr. Director
Charles S. Mechem, Jr. Director
Daniel J. Meyer Director
/s/ David B. O'Maley*
David B. O'Maley Director
O'dell M. Owens Director
/s/ Thomas E. Petry*
Thomas E. Petry Director
/s/ William C. Portman*
William C. Portman Director
/s/ Oliver W. Waddell*
Oliver W. Waddell Director
*Pursuant to Power of Attorney
By: /s/ Jerry A. Grundhofer
Jerry A. Grundhofer, Attorney-in-Fact
Dated May 7, 1997
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
23 Consent of Arthur Andersen LLP Page 8
24 Powers of Attorney Page 9
99 Form 10-K Incorporated herein by reference
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 13, 1997 incorporated by reference in Star
Banc Corporation's Form 10-K for the year ended December 31,
1996, and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
May 7, 1997
EXHIBIT 24
POWERS OF ATTORNEY
We, the undersigned directors and officers of Star Banc
Corporation hereby appoint Jerry A. Grundhofer and Jennie P.
Carlson or either of them, our true and lawful attorneys and
agents, to do any and all acts and things in our name and on our
behalf in our capacities indicated below, which said attorneys
and agents, or each of them, may deem necessary or advisable to
enable said Corporation to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with a
Registration Statement on Form S-8 to be filed in connection
with the Corporation's Stock Incentive Plan for Employees
including, without limitation, power and authority to sign for
us, or any of us, in our names in the capacities indicated
below, any and all amendments to such Registration Statement,
and we hereby ratify and confirm all that said attorneys and
agents, or each of them, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Power of Attorney has been signed by the following
persons as of the 28th day of April, 1997 in the capacities
indicated:
Signature Title
/s/ Jerry A. Grundhofer Chairman of the Board, President, Chief Executive
Jerry A. Grundhofer Officer and Director
/s/ David M. Moffett Executive Vice President and Chief Financial
David M. Moffett Officer
/s/ James D. Hogan
James D. Hogan Controller
/s/ James R. Bridgeland, Jr.
James R. Bridgeland, Jr. Director
Laurance L. Browning, Jr. Director
Victoria B. Buyniski Director
/s/ Samuel M. Cassidy
Samuel M. Cassidy Director
/s/ V. Anderson Coombe
V. Anderson Coombe Director
John C. Dannemiller Director
/s/ J. P. Hayden, Jr.
J. P. Hayden, Jr. Director
/s/ Roger L. Howe
Roger L. Howe Director
/s/ Thomas J. Klinedinst, Jr.
Thomas J. Klinedinst, Jr. Director
Charles S. Mechem, Jr. Director
Daniel J. Meyer Director
/s/ David B. O'Maley
David B. O'Maley Director
O'dell M. Owens Director
/s/ Thomas E. Petry
Thomas E. Petry Director
/s/ William C. Portman
William C. Portman Director
/s/ Oliver W. Waddell
Oliver W. Waddell Director
r.*
Thomas J. Klinedinst, Jr. Director
