-----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, Iwm+0mUYqdC50kswQTrbR8fl8pezWx3IxvyYP0nVujt1fnDyWgC0gXLrRzktd7mv 8U40ZM8YRMglEHVp78ossw== 0000036090-94-000109.txt : 19940902 0000036090-94-000109.hdr.sgml : 19940902 ACCESSION NUMBER: 0000036090-94-000109 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940901 EFFECTIVENESS DATE: 19940920 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55315 FILM NUMBER: 94547582 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 S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANC ONE CORPORATION (Exact name of registrant as specified in its charter) Ohio 31-0738296 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 100 East Broad Street, Columbus, Ohio 43271-0261 (Address of Principal Executive Offices) (Zip Code) The Liberty 1992 Restated Thrift Plan and Trust (Full title of the plan) Steven Alan Bennett, General Counsel, BANC ONE CORPORATION 100 East Broad Street, Columbus, Ohio 43271-0158 (Name and address of agent for service) 614/248-7590 (Telephone number, including area code, of agent for service) With Copies to: Kenneth L. Wagner, Esq. BANC ONE CORPORATION 100 East Broad Street Columbus, Ohio 43271-0158 614-248-5304 Calculation of Registration Fee Proposed Proposed maximum maximum Amount offering aggregate Amount of Title of securities to be price offering registration to be registered registered per share(1) price fee Common Stock 300,000 $34.875 $10,462,500 $3,608 (1) Estimated solely for purpose of computing the registration fee based upon the average of the high and low trade prices of the Common Stock as reported on the New York Stock Exchange on August 26, 1994. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. Exhibit Index on page II-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. The following documents previously filed by the Registrant or the Plan with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 2. All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year ended December 31, 1993. 3. The Registrant's registration statement filed pursuant to Section 12 of the Exchange Act, containing a description of the Registrant's common stock, including any amendment or report filed for the purpose of updating such description. 4. The Plan's Annual Report on Form 11-K for the fiscal year ended December 31, 1993. In addition, all documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. Description of Securities. Not Applicable. ITEM 5. Interests of Named Experts and Counsel. Not Applicable. ITEM 6. Indemnification of Directors and Officers. 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 indemnifies 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 7. Exemption from Registration Claimed. Not Applicable. ITEM 8. Exhibits. See the Exhibit Index attached hereto. The Plan and all amendments thereto, if any, have been or will be submitted to the Internal Revenue Service and BANC ONE CORPORATION hereby undertakes to submit any future amendments to the Internal Revenue Service in a timely manner and to make all changes required by the Internal Revenue Service, if any, in order to continue to qualify the Plan. 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 this 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 this registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this 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 periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 15(d) of the Securities Exchange Act of 1934 and each filing of the Plan's annual report pursuant to Section 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. C. 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. 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on August 31, 1994. BANC ONE CORPORATION By: /s/ Roman J. Gerber Roman J. Gerber Executive Vice President POWER OF ATTORNEY We, the undersigned officers and directors of BANC ONE CORPORATION, hereby severally constitute and appoint Roman J. Gerber, George R. L. Meiling, or William C. Leiter, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. WITNESS our hands and common seal on the dates set forth below. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ John B. McCoy Chairman of the Board August 31, 1994 John B. McCoy (Principal Executive Officer & Director) /s/ Donald L. McWhorter President and Director August 31, 1994 Donald L. McWhorter Signature Title Date /s/ Frederick L. Cullen Senior Vice President August 31, 1994 Frederick L. Cullen (Principal Financial Officer) /s/ William C. Leiter Controller (Principal August 31, 1994 William C. Leiter Accounting Officer) /s/ Charles E. Exley Director August 31, 1994 Charles E. Exley /s/ E. Gordon Gee Director August 31, 1994 E. Gordon Gee /s/ John R. Hall Director August 31, 1994 John R. Hall /s/ Laban P. Jackson, Jr. Director August 31, 1994 Laban P. Jackson, Jr. /s/ John G. McCoy Director August 31, 1994 John G. McCoy /s/ Rene C. McPherson Director August 31, 1994 Rene C. McPherson /s/ Thekla R. Shackelford Director August 31, 1994 Thekla R. Shackelford /s/ Alex Shumate Director August 31, 1994 Alex Shumate /s/ Frederick P. Stratton, Jr. Director August 31, 1994 Frederick P. Stratton, Jr. /s/ Romeo J. Ventres Director August 31, 1994 Romeo J. Ventres /s/ Robert D. Walter Director August 31, 1994 Robert D. Walter The Plan. Pursuant to the requirements of the Securities Act of 1933, the members of the Administrative Benefits Committee of Liberty National Bank and Trust Company of Kentucky, the administrator of the Plan, have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville and State of Kentucky on the day of August, 1994. POWER OF ATTORNEY We, the undersigned members of the Administrative Benefits Committee of Liberty National Bank and Trust Company of Kentucky, hereby severally constitute and appoint Roman J. Gerber, George R. L. Meiling, or William C. Leiter, and each of them, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for each of the undersigned committee members and in their name, place and stead, in any and all capacities, to sign any and all Registration Statements on Form S-8 of the Securities and Exchange Commission and any and all amendments (including post-effective amendments) thereto, relating to The Liberty 1992 Restated Thrift Plan and Trust and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each such Committee member might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, we have signed this Power of Attorney in the capacities indicated on the dates indicated. Signature Title Date /s/ Ronald M. Holt Chairman, Administrative August 31, 1994 Ronald M. Holt Benefits Committee /s/ R. K. Guillaume Member, Administrative August 31, 1994 R. K. Guillaume Benefits Committee /s/ Carl R. Page Member, Administrative August 31, 1994 Carl R. Page Benefits Committee /s/ W. LeGrande Rives Member, Administrative August 31, 1994 W. LeGrande Rives Benefits Committee /s/ Carl E. Weigel Member, Administrative August 31, 1994 Carl E. Weigel Benefits Committee EXHIBIT INDEX FORM S-8 REGISTRATION STATEMENT The Liberty 1992 Restated Thrift Plan and Trust Exhibit No. Description of Exhibit Sequential Page No. 4 Amended Articles of Incorporation of the Registrant (incorporated by reference from Exhibit 3-1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991). 24.1 Consent of Coopers & Lybrand, L.L.P. 24.2 Consent of Coopers & Lybrand, L.L.P. 25.1 Power of attorney of the Registrant is contained elsewhere in Part II of this Registration Statement. 25.2 Power of attorney of the Administrative Benefits Committee of Liberty National Bank and Trust Company of Kentucky is contained elsewhere in Part II of this Registration Statement. EXHIBIT 24.1 CONSENT OF COOPERS & LYBRAND CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of BANC ONE CORPORATION on Form S-8 of our report which includes an explanatory paragraph regarding the change in method of accounting for income taxes and post-retirement benefits other than pensions in 1993, dated February 21, 1994 on our audits of the consolidated financial statements of BANC ONE CORPORATION as of December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992 and 1991, included in BANC ONE CORPORATION's Annual Report on Form 10-K for the year ended December 31, 1993. /s/Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Columbus, Ohio August 31, 1994 EXHIBIT 24.2 CONSENT OF COOPERS & LYBRAND CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of BANC ONE CORPORATION on Form S-8 of our report dated March 11, 1994 on our audits of the statement of financial condition of The Liberty 1992 Restated Thrift Plan as of December 31, 1993 and 1992, and the income and changes in plan equity for each of the three years in the period ended December 31, 1993, included in Liberty National Bancorp, Inc.'s Annual Report on Form 11-K for the year ended December 31, 1993. /s/Coopers & Lybrand, L.L.P. COOPERS & LYBRAND, L.L.P. Louisville, Kentucky August 31, 1994 -----END PRIVACY-ENHANCED MESSAGE-----