-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qiDfdsgJOdZi0UEWrdslJdcXof5RxFMzmHO5O6pOj2a49sLVK9iozbrk5sWKSadA b7Rzb5vvnMRhvirAjiyAKQ== 0000036090-94-000019.txt : 19940218 0000036090-94-000019.hdr.sgml : 19940218 ACCESSION NUMBER: 0000036090-94-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940214 ITEM INFORMATION: 2 FILED AS OF DATE: 19940217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANC ONE CORP/OH/ CENTRAL INDEX KEY: 0000036090 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 310738296 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-08552 FILM NUMBER: 94510183 BUSINESS ADDRESS: STREET 1: 100 E BROAD ST CITY: COLUMBUS STATE: OH ZIP: 43271 BUSINESS PHONE: 6142485944 MAIL ADDRESS: STREET 1: 100 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43271-0251 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANC GROUP OF OHIO INC /OH/ DATE OF NAME CHANGE: 19800301 8-K 1 8-K BANC ONE CORPORATION / FIRSTIER FINANCIAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 1994 BANC ONE CORPORATION (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction of incorporation) 1-8552 31-0738296 (Commission File Number) (IRS Employer Identification No.) 100 East Broad Street, Columbus, Ohio 43271 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, include area code: 614/248-5944 (Former name or former address, if changed since last report Item 5. Other Events. On February 14, 1994 BANC ONE CORPORATION and FirsTier Financial, Inc., Omaha, Nebraska, terminated the Agreement and Plan of Merger between BANC ONE and FirsTier Financial. A copy of the joint press release of BANC ONE and FirsTier Financial announcing the termination is annexed hereto and incorporated herein by reference as Exhibit 28.1. Item 7. Financial Statements and Exhibits. Exhibit 28.1 BANC ONE CORPORATION and FirsTier Financial, Inc. Joint Press Release dated February 14, 1994 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BANC ONE CORPORATION (Registrant) Date: February 17, 1994 By: WILLIAM C. LEITER William C. Leiter Controller and Chief Accounting Officer EX-28 2 EXH 28.1 PRESS RELEASE -- TERMINATE BANC ONE/FIRSTIER BANC ONE CORPORATION 100 East Broad Street Columbus, Ohio 43271-1240 News Release For further information contact: BANC ONE: John A. Russell (614) 248-5989 David F. Griebel (402) 348-6465 FOR RELEASE: February 14, 1994 FIRSTIER FINANCIAL AND BANC ONE TERMINATE AFFILIATION AGREEMENT BANC ONE CORPORATION (NYSE:ONE) and FirsTier Financial, Inc., (NASDAQ:FRST), a multi-bank holding company headquartered in Omaha, Nebraska, jointly announced today that they have terminated the agreement for the merger of FirsTier Financial with BANC ONE. The announcement was made by John B. McCoy, Chairman and Chief Executive Officer of BANC ONE, and David A. Rismiller, Chairman and Chief Executive Officer of FirsTier Financial, Inc. Terms of the agreement announced in April 1993 called for an exchange ratio that would have provided FirsTier stockholders with a value of $60 for each FirsTier common share and a total value of $712 million. During the last year the banking industry, including BANC ONE, has experienced a reduction in share values. Based on the $32.625 closing price of BANC ONE common stock on Friday, February 11, 1994, the value of the transaction at the adjusted exchange ratio is $44.86 per share or a total value of $535 million. FirsTier requested BANC ONE to increase the exchange ratio to produce a value equal to the $52 per share walk-away price in the merger agreement. BANC ONE declined the FirsTier request. BANC ONE also had a letter of intent for the affiliation of Nebraska Capital Corporation, a single-bank holding company operating Havelock Bank in Lincoln, Nebraska with assets of $95 million. This transaction was subject to the affiliation of FirsTier Financial and therefore has also been terminated. McCoy said, "FirsTier Financial, Inc. is an exceptional banking company. However, we have a policy of protecting current BANC ONE shareholders by not accepting dilution in an affiliation transaction. This policy prevents us from increasing the previously agreed upon exchange rate for FirsTier." David A. Rismiller, Chairman and Chief Executive Officer of FirsTier Financial, Inc., said, "We are disappointed that -more- BANC ONE page 2 this merger could not be completed. We continue to believe BANC ONE is one of the premier banking organizations in the country, but we must ensure full economic value for our shareholders. FirsTier will get back to doing what it does best, and that is running one of the best financial companies in the industry. Management and the FirsTier Financial board of directors will work with Morgan Stanley & Co. to assess various strategic alternatives for enhancing shareholder value, including potential mergers and acquisitions." FirsTier Financial, Inc. is a major Nebraska-based bank holding company and had assets of approximately $3.1 billion as of December 31, 1993. FirsTier operates 45 offices of four banks in 12 Nebraska communities. BANC ONE CORPORATION is headquartered in Columbus, Ohio. BANC ONE CORPORATION had assets of $79.9 billion as of December 31, 1993 and common equity of $6.8 billion. BANC ONE operates 81 banks with 1,331 offices in Arizona, California, Colorado, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. BANC ONE CORPORATION also operates several additional corporations that engage in data processing, venture capital, investment and merchant banking, trust, brokerage, investment management, equipment leasing, mortgage banking, consumer finance and insurance. -----END PRIVACY-ENHANCED MESSAGE-----