-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IrTcwjjKuUqWBv5h0vBTAB15qOYLsVZj5Cd9TaXcNS0PB0Qpc+O5k5p1aiwi2iAy haPFbrvEKQ1hWEQ3HsuCNQ== 0000950109-95-004066.txt : 19951006 0000950109-95-004066.hdr.sgml : 19951006 ACCESSION NUMBER: 0000950109-95-004066 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 9 REFERENCES 429: 033-41851 FILED AS OF DATE: 19951005 SROS: CSE SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANC ONE CORP /OH/ CENTRAL INDEX KEY: 0000036090 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 310738296 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63211 FILM NUMBER: 95578773 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 STREET 2: 18TH FLOOR 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-4 1 FORM S-4 Registration No. 33- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-4 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------------- BANC ONE CORPORATION (Exact name of Registrant as specified in its charter) ---------------- OHIO 6711 31-0738296 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) ---------------- 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) ---------------- STEVEN ALAN BENNETT, ESQ. BANC ONE CORPORATION 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 L. RICHARDS MCMILLAN, II ASSOCIATE COUNSEL JONES, WALKER, WAECHTER, POITEVENT, BANC ONE CORPORATION CARRERE & DENEGRE, L.L.P. 100 EAST BROAD STREET PLACE ST. CHARLES COLUMBUS, OHIO 43271-0158 201 ST. CHARLES AVENUE NEW ORLEANS, LOUISIANA 70170-5100 ---------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and all other conditions to the merger of Premier Bancorp, Inc. with and into a wholly owned subsidiary of the Registrant pursuant to the Merger Agreement described in the enclosed Prospectus and Proxy Statement have been satisfied or waived. 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. [_] CALCULATION OF REGISTRATION FEE ===============================================================================
PROPOSED PROPOSED TITLE OF EACH CLASS AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF OF SECURITIES TO BE BE REGISTERED OFFERING PRICE AGGREGATE REGISTRATION REGISTERED (1) (3) PER UNIT (2) OFFERING PRICE FEE (3)(4) - ----------------------------------------------------------------------------------- Common Stock 17,795,840 $35.61 $633,709,863 $218,521
=============================================================================== (1) Based on an estimate of the maximum number of shares of common stock of the Registrant to be issued in connection with the merger (the "Merger") of Premier Bancorp, Inc. ("Premier") with and into a wholly owned subsidiary of the Registrant, less the number of shares of common stock carried forward to this Registration Statement pursuant to Rule 429. See note 3. (2) Calculated in accordance with Rule 457(f)(1) based on the aggregate market value on October 2, 1995 of the shares of Premier common stock expected to be canceled in connection with the Merger and computed by dividing, (i) the product of (A) the average of the high and low prices of Premier common stock as reported by The Nasdaq Stock Market on October 2, 1995 and (B) 35,388,832, representing the maximum number of shares of Premier common stock expected to be canceled in connection with the Merger, by (ii) 21,861,840, representing the maximum number of shares of common stock of the Registrant to be issued in connection with the Merger. (3) In accordance with Rule 429, the Prospectus included herein is a combined prospectus that also relates to the Registrant's Registration Statement on Form S-4, File No. 33-41851 (the "Prior Registration Statement"). The amount of securities eligible to be sold under the Prior Registration Statement (4,066,000 shares of the Registrant's common stock) shall be carried forward to this Registration Statement. The amount of the filing fee associated with such securities that was previously paid with the Prior Registration Statement is $37,537. (4) In accordance with Rule 457(b), $153,088 previously paid in connection with filing of the Proxy Statement/Prospectus included herewith as preliminary proxy material has been credited against the registration fee of $218,521, leaving $65,433 payable in connection with the filing of this Registration Statement. ---------------- 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. BANC ONE CORPORATION CROSS REFERENCE SHEET
CAPTION IN PROSPECTUS ITEM OF FORM S-4 AND PROXY STATEMENT ----------------- --------------------- A. Information about the Transaction --------------------------------- Item 1--Forepart of Registration Statement and Outside Front Cover Page of Prospectus........ Facing Page; Outside Front Cover Page; Cross Reference Sheet Item 2--Inside Front and Outside Back Cover Pages of Prospectus................... Available Information; Incorporation by Reference; Table of Contents Item 3--Risk Factors, Ratio of Earnings to Fixed Charges and Other Information............... Summary Item 4--Terms of the Transaction. Merger; Comparative Rights of Shareholders Item 5--Pro Forma Financial Information..................... * Item 6--Material Contacts with the Company Being Acquired...... Merger Item 7--Additional Information Required for Reoffering by Persons and Parties Deemed To Be Underwriters.................... * Item 8--Interests of Named Experts and Counsel............. Miscellaneous Information Item 9--Disclosure of Commission Position on Indemnification for Securities Act Liabilities...... * B. Information about the Registrant --------------------------------- Item 10--Information with Respect to S-3 Registrants.............. Information about BANC ONE CORPORATION; Comparative Rights of Shareholders Item 11--Incorporation of Certain Information by Reference........ Incorporation by Reference; Information about BANC ONE CORPORATION Item 12--Information with Respect to S-2 or S-3 Registrants....... * Item 13--Incorporation of Certain Information by Reference........ * Item 14--Information with Respect to Registrants Other Than S-2 or S-3 Registrants................. * C. Information about the Company ----------------------------- Being Acquired -------------- Item 15--Information with Respect to S-3 Companies................ Incorporation by Reference; Information About Premier Bancorp, Inc. Item 16--Information with Respect to S-2 or S-3 Companies......... * Item 17--Information with Respect to Companies Other Than S-2 or S-3 Companies................... * D. Voting and Management Information --------------------------------- Item 18--Information if Proxies, Consents or Authorizations Are To Be Solicited................. Summary; The Special Meeting; Voting and Management Information Item 19--Information if Proxies, Consents or Authorizations Are Not To Be Solicited or in an Exchange Offer.................. *
* Omitted because item is inapplicable or answer to item is negative PREMIER BANCORP, INC. 451 FLORIDA STREET BATON ROUGE, LOUISIANA 70801 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 17, 1995 To the shareholders of Premier Bancorp, Inc.: Notice is hereby given that a special meeting of shareholders of Premier Bancorp, Inc. ("PREMIER") will be held on November 17, 1995 at 9:00 a.m. local time in the auditorium on the 8th floor of the Premier Centre Building, 450 Laurel Street, Baton Rouge, Louisiana, to consider and vote upon the following matters: (i) A proposal to approve an Agreement and Plan of Merger between PREMIER, BANC ONE CORPORATION ("BANC ONE") and PREMIER ACQUISITION CORPORATION, a wholly owned subsidiary of BANC ONE ("PAC"), pursuant to which PREMIER will merge (the "Merger") with and into PAC and each outstanding share of PREMIER common stock (together with any and all PREMIER common stock purchase rights issued under the PREMIER rights plan) will be converted into 0.617761 share of BANC ONE common stock. (ii) Such other business as may properly come before the meeting or any adjournment thereof. Only shareholders of record at the close of business on October 10, 1995 are entitled to notice of and to vote at the meeting. Dissenting shareholders who comply with the procedural requirements of the Louisiana Business Corporation Law will be entitled to receive payment of the fair cash value of their shares of PREMIER common stock if the Merger is effected upon approval by less than 80% of PREMIER's total voting power. Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the meeting, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE. BY ORDER OF THE BOARD OF DIRECTORS Baton Rouge, Louisiana October 13, 1995 /s/ James H. Napper, II James H. Napper, II Secretary PROSPECTUS 21,861,840 SHARES BANC ONE CORPORATION COMMON STOCK ---------------- PREMIER BANCORP, INC. PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS NOVEMBER 17 , 1995 ---------------- This Prospectus and Proxy Statement (the "Prospectus" or "Prospectus and Proxy Statement") relates to a special meeting of shareholders (the "Special Meeting") of Premier Bancorp, Inc. ("PREMIER"). At the Special Meeting, shareholders will consider the proposed merger of PREMIER with and into Premier Acquisition Corporation ("PAC"), a wholly owned subsidiary of BANC ONE CORPORATION ("BANC ONE"). If the proposed merger (the "Merger") is consummated, each outstanding share of PREMIER common stock, no par value ($5 stated value) per share ("PREMIER Common Stock"), together with any and all Rights issued pursuant to the PREMIER Rights Plan, will be converted into shares of BANC ONE Common Stock, no par value ($5 stated value) per share ("BANC ONE Common Stock"), at the rate of 0.617761 share of BANC ONE Common Stock for each share of PREMIER Common Stock. The Merger is subject to the approval of the holders of a majority of the outstanding shares of PREMIER Common Stock entitled to vote thereon and present at the Special Meeting and to the satisfaction of certain other conditions, including obtaining the approval of the Board of Governors of the Federal Reserve System. This Prospectus and Proxy Statement does not cover any resales of BANC ONE Common Stock received by affiliates of PREMIER upon consummation of the Merger and no person is authorized to make use of this Prospectus and Proxy Statement in connection with any such resale. The outstanding shares of BANC ONE Common Stock are, and the shares of BANC ONE Common Stock offered hereby will be, listed and traded on the New York Stock Exchange. The closing price of BANC ONE Common Stock on the New York Stock Exchange on October 4, 1995 was $37.38. ---------------- THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF BANC ONE CORPORATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------- A Special Meeting of Shareholders of PREMIER will be held at the Premier Centre Building, 450 Laurel Street, Baton Rouge, Louisiana, on November 17, 1995 at 9:00 a.m. local time, to consider a proposal to approve the Merger Agreement (as hereinafter defined). ---------------- THE DATE OF THIS PROSPECTUS AND PROXY STATEMENT IS OCTOBER 13, 1995. TABLE OF CONTENTS
PAGE ---- AVAILABLE INFORMATION..................................................... 4 INCORPORATION BY REFERENCE................................................ 4 SUMMARY................................................................... 6 Introduction........................................................... 6 Parties to the Merger.................................................. 6 Terms of the Merger Agreement and Exchange Rate........................ 6 Federal Income Tax Consequences........................................ 7 Vote Required.......................................................... 7 Rights of Dissenting Shareholders...................................... 7 Differences in Shareholder Rights...................................... 7 Regulatory Approval.................................................... 8 Conditions; Termination................................................ 8 Existing Agreements with BANC ONE...................................... 8 Opinion of the Financial Advisor....................................... 8 Accounting Treatment................................................... 9 Selected Financial Data................................................ 9 Comparative Per Share Data............................................. 10 THE SPECIAL MEETING....................................................... 10 Purpose of the Special Meeting......................................... 10 Record Date and Voting Rights.......................................... 10 Proxies................................................................ 11 MERGER.................................................................... 11 General................................................................ 11 Operations After the Merger............................................ 12 Background of the Merger; Existing Agreements with BANC ONE............ 12 Recommendation of PREMIER's Board and Reasons for the Merger........... 17 Opinion of the Financial Advisor....................................... 19 Conditions to the Merger; Termination.................................. 25 Federal Income Tax Consequences........................................ 28 Conversion of Shares and Exchange of Certificates...................... 29 Fractional Shares...................................................... 30 Interests of Certain Persons in the Merger............................. 30 Resales by Affiliates.................................................. 31 Accounting Treatment................................................... 32 COMPARATIVE RIGHTS OF SHAREHOLDERS........................................ 32 Description of BANC ONE Stock.......................................... 32 Comparison of BANC ONE Common Stock and PREMIER Common Stock........... 35 MISCELLANEOUS INFORMATION................................................. 40 Transfer and Exchange Agents........................................... 40 Experts................................................................ 40 Legal Matters.......................................................... 40 Sources of Information................................................. 40 Registration Statement................................................. 40 Other Matters.......................................................... 41 INFORMATION ABOUT BANC ONE CORPORATION.................................... 41 General................................................................ 41 Market Prices of and Dividends Paid on BANC ONE Common Stock........... 42 Certain Regulatory Matters............................................. 42 Incorporation of Certain Information About BANC ONE by Reference....... 47
2
PAGE ---- INFORMATION ABOUT PREMIER BANCORP, INC.................................. 48 General.............................................................. 48 Market Prices of and Dividends Paid on PREMIER Common Stock.......... 48 Incorporation of Certain Information About PREMIER by Reference...... 49 VOTING AND MANAGEMENT INFORMATION....................................... 49 Voting............................................................... 49 Rights of Dissenting Shareholders.................................... 50 Management and Principal Shareholders of BANC ONE.................... 51 Management and Principal Shareholders of PREMIER..................... 51 APPENDICES.............................................................. A. Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated......................................................... A-1 B. Section 131 of the Louisiana Business Corporation Law............. B-1
3 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND PROXY STATEMENT IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND PROXY STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY BANC ONE OR PREMIER. NEITHER THE DELIVERY OF THIS PROSPECTUS AND PROXY STATEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF BANC ONE OR PREMIER SINCE THE DATE HEREOF. THIS PROSPECTUS AND PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITY, OR THE SOLICITATION OF A PROXY, IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OF AN OFFER OR PROXY SOLICITATION. All information contained herein with respect to PREMIER has been provided by PREMIER, and BANC ONE is relying upon the accuracy of that information. All information contained herein with respect to BANC ONE has been provided by BANC ONE, and PREMIER is relying upon the accuracy of that information. AVAILABLE INFORMATION Each of BANC ONE and PREMIER is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and the Commission's Regional Offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center (13th Floor), New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, such reports, proxy statements and other information concerning BANC ONE can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York. PREMIER Common Stock is included for quotation on The Nasdaq Stock Market and such reports, proxy statement and other information concerning PREMIER can be inspected at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. BANC ONE has filed with the Commission a Registration Statement on Form S-4 (together with any amendments thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the BANC ONE Common Stock to be issued pursuant to the Merger. This Prospectus and Proxy Statement does not contain all information set forth in the Registration Statement and exhibits thereto. Such additional information may be inspected and copied as set forth above. Statements contained in this Prospectus and Proxy Statement or in any document incorporated into this Prospectus and Proxy Statement by reference as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or document filed as an exhibit to the Registration Statement or such other document, each such statement being qualified in all respects by such reference. INCORPORATION BY REFERENCE THIS PROSPECTUS AND PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS THAT ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE THEREIN, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY PREMIER SHAREHOLDER, TO WHOM THIS PROSPECTUS AND PROXY STATEMENT IS DELIVERED UPON ORAL OR WRITTEN REQUEST, IN THE CASE OF DOCUMENTS RELATING TO BANC ONE, TO BANC ONE CORPORATION, 100 EAST BROAD STREET, COLUMBUS, OHIO 43271-0251, ATTENTION: JACQUELINE R. SPAK, TELEPHONE NUMBER 614/248-1280, AND, IN THE CASE OF DOCUMENTS RELATING TO PREMIER, TO R. NEIL WILLIAMS, CHIEF FINANCIAL OFFICER, PREMIER BANCORP, INC., 451 FLORIDA STREET, BATON ROUGE, LOUISIANA 70801, TELEPHONE NUMBER 504/332-7277. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY NOVEMBER 10, 1995. 4 The following documents filed by BANC ONE with the Commission under the Exchange Act are incorporated herein by reference: 1. Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (as amended by Form 10-K/A filed April 4, 1995 and Form 10-K/A filed June 29, 1995). 2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995. 3. Current Reports on Form 8-K dated July 19, 1995 and July 24, 1995. 4. The description of BANC ONE Common Stock set forth in BANC ONE's Registration Statement on Form 8-B dated May 1, 1989, including any amendment or report filed for the purpose of updating such description. The following documents filed by PREMIER with the Commission under the Exchange Act are incorporated herein by reference: 1. Annual Report on Form 10-K for the fiscal year ended December 31, 1994. 2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995. 3. Current Reports on Form 8-K dated January 11, 1995, April 12, 1995, May 2, 1995, July 12, 1995 and July 19, 1995. 4. The description of PREMIER Common Stock set forth in PREMIER's Current Report on Form 8-K dated February 22, 1991, including any amendment or report filed for the purpose of updating such description. All documents filed by BANC ONE or PREMIER pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the Special Meeting of Shareholders of PREMIER shall be deemed to be incorporated by reference in this Prospectus and Proxy Statement and to be a part hereof from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus and Proxy Statement to the extent that such statement is modified or superseded by a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus and Proxy Statement. 5 PROSPECTUS AND PROXY STATEMENT PREMIER BANCORP, INC. BATON ROUGE, LOUISIANA ------------ SPECIAL MEETING OF SHAREHOLDERS SUMMARY The following summary is not intended to be complete and is qualified in its entirety by reference to the more detailed information contained elsewhere in this Prospectus and Proxy Statement and the documents incorporated by reference herein. INTRODUCTION This Prospectus and Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Premier Bancorp, Inc. ("PREMIER"), a Louisiana corporation and registered bank holding company headquartered in Baton Rouge, Louisiana, to be voted at a Special Meeting of Shareholders of PREMIER to be held on November 17, 1995 at 9:00 a.m. local time and at any and all adjournments thereof (the "Special Meeting") for the purpose of approving an Agreement and Plan of Merger dated as of July 19, 1995 and amended as of September 7, 1995 (as amended, the "Merger Agreement") between PREMIER, BANC ONE CORPORATION ("BANC ONE"), a registered multi-bank holding company headquartered in Columbus, Ohio, and Premier Acquisition Corporation ("PAC"), a wholly owned subsidiary of BANC ONE. This Prospectus and Proxy Statement and the proxy card are being mailed to the shareholders of PREMIER for the first time on or about October 13, 1995. PARTIES TO THE MERGER PREMIER is the bank holding company of Premier Bank, National Association ("Premier Bank"), a national banking association offering banking and trust services through more than 150 branches located throughout Louisiana. Premier Bank has branch offices in seven of the eight major metropolitan areas of Louisiana. PREMIER also has a wholly owned, nonbank subsidiary that provides discount brokerage services. At June 30, 1995, PREMIER had consolidated total assets of $5.5 billion, consolidated total deposits of $4.3 billion and consolidated total stockholders' equity of $477 million. See "INFORMATION ABOUT PREMIER BANCORP, INC." PREMIER's principal executive offices are at 451 Florida Street, Baton Rouge, Louisiana 70801, and its telephone number is 504/332-7277. BANC ONE is a multi-bank holding company incorporated under the laws of the State of Ohio that, at June 30, 1995, had a total of 65 bank subsidiaries in Arizona, Colorado, Illinois, Indiana, Kentucky, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. At June 30, 1995, BANC ONE had consolidated total assets of $86.8 billion, consolidated total deposits of $65.6 billion and consolidated total stockholders' equity of $7.8 billion. PAC is a wholly owned subsidiary of BANC ONE formed under the laws of the State of Ohio. See "INFORMATION ABOUT BANC ONE CORPORATION." The principal office of BANC ONE is located at 100 East Broad Street, Columbus, Ohio 43271 and its telephone number is 614/248-5944. TERMS OF THE MERGER AGREEMENT AND EXCHANGE RATE Upon the Merger becoming effective, each of the outstanding shares of PREMIER Common Stock (together with any and all Rights (as defined below)) shall be converted into 0.617761 share of BANC ONE Common Stock (the "Exchange Rate"). Upon the consummation of the Merger, PREMIER will be merged with and into 6 PAC and the separate corporate existence of PREMIER will cease. PAC, as the surviving corporation in the Merger and a wholly owned subsidiary of BANC ONE, will continue operations under the name "Banc One Louisiana Corporation." It is expected that PREMIER's current officers, directors and employees will serve as the officers, directors and employees of the surviving corporation following the Merger. As used in this Prospectus and Proxy Statement, "Rights" means any and all PREMIER Common Stock purchase rights and related interests and rights associated with each share of PREMIER Common Stock arising from, related to and/or issued pursuant to the Rights Agreement dated January 18, 1989 (the "PREMIER Rights Plan") between PREMIER and Premier Bank. FEDERAL INCOME TAX CONSEQUENCES Pursuant to the terms of the Merger Agreement, PREMIER and BANC ONE have received the opinion of Coopers & Lybrand L.L.P. to the effect that no gain or loss will be recognized by PREMIER's shareholders for Federal income tax purposes as a result of the exchange of their PREMIER Common Stock for BANC ONE Common Stock in the Merger, disregarding for purposes of the opinion any cash received pursuant to the Merger in connection with fractional share interests or the assertion of dissenters' rights. The tax consequences of the proposed transaction to shareholders of PREMIER are summarized under "MERGER-- Federal Income Tax Consequences." VOTE REQUIRED Holders of not less than a majority of the outstanding shares of PREMIER Common Stock entitled to vote thereon and present at the Special Meeting must vote in favor of the approval of the Merger Agreement in order for the transaction to be completed. The directors and executive officers of PREMIER, together with their affiliates, are entitled to vote approximately 7.5% of the outstanding shares of PREMIER Common Stock. PREMIER believes that all of the directors' and executive officers' and their respective affiliates' shares will be voted in favor of the Merger. It is not necessary for the shareholders of BANC ONE to approve the Merger Agreement. However, BANC ONE, as the sole shareholder of PAC, has approved or will approve the Merger Agreement. For information concerning voting by shareholders of PREMIER on the proposed Merger, see "MERGER--General" and "VOTING AND MANAGEMENT INFORMATION--Voting." RIGHTS OF DISSENTING SHAREHOLDERS Shareholders who both object in writing to, and vote against, the Merger Agreement will be entitled upon compliance with Section 131 of the Louisiana Business Corporation Law to be paid the fair cash value of their shares as of the day before the Special Meeting, but only if the Merger is consummated and the Merger Agreement was approved by the holders of less than 80% of the outstanding shares of PREMIER Common Stock. Such fair cash value would be payable only after the Merger is consummated, and would be paid without interest. A shareholder who perfects his or her dissenters' rights, upon filing a demand for the value of his or her shares, will, under Louisiana law, no longer have any rights as a shareholder, including the right to pursue state law claims. See "VOTING AND MANAGEMENT INFORMATION--Rights of Dissenting Shareholders." DIFFERENCES IN SHAREHOLDER RIGHTS Although there are some differences between the rights of PREMIER shareholders and BANC ONE shareholders, such rights are similar in many material respects. Both Ohio law and BANC ONE's Articles contain "control share acquisition" provisions which mandate certain procedures and shareholder consents to approve certain share acquisitions. Louisiana law contains a control share acquisition statute similar to that under Ohio law which is substantially replicated in BANC ONE's Articles. BANC ONE's Articles contain supermajority vote and so-called "fair price" provisions which mandate certain procedures and approvals for a business combination. Louisiana law and PREMIER's Articles contain similar provisions. In addition, Ohio law 7 contains provisions prohibiting certain business combinations between corporations and "Interested Stockholders." The effect of the supermajority and fair price provisions contained in BANC ONE's and PREMIER's Articles may be to discourage certain potential business combinations that some shareholders may believe to be in their best interests and to make more difficult management changes that might occur if the potential business combination were successful. See "COMPARATIVE RIGHTS OF SHAREHOLDERS." REGULATORY APPROVAL In order for the proposed transaction to be completed, approval of BANC ONE's acquisition of PREMIER must be obtained from the Board of Governors of the Federal Reserve System (the "Federal Reserve"). A regulatory application seeking such approval was filed with the Federal Reserve in September 1995 and, concurrently therewith, provided for informational purposes to the Louisiana Commissioner of Financial Institutions (the "Louisiana Commissioner"). It is anticipated, although no assurance can be given, that the Federal Reserve will grant its approval during the fourth quarter of 1995. CONDITIONS; TERMINATION Consummation of the Merger is subject to satisfaction or waiver of various conditions, including compliance by each party with its respective covenants and confirmation by each party of its respective representations and warranties, the absence of any material adverse change in the financial condition or business of PREMIER or BANC ONE, the fulfillment of certain earnings tests and other matters. The Merger Agreement provides that either party may abandon the Merger if it is not consummated on or before July 1, 1996. See "MERGER--Conditions to the Merger" for a more complete discussion of the conditions to the Merger. EXISTING AGREEMENTS WITH BANC ONE On March 26, 1992, PREMIER issued a $65 million capital note to BANC ONE and entered into an acquisition agreement with BANC ONE pursuant to which BANC ONE has an option to acquire PREMIER by merger exercisable upon notice of exercise given as of the end of any calendar quarter beginning with the second quarter of 1995 and ending with the first quarter of 1997. If BANC ONE exercises its option, the price to be paid to the holders of PREMIER Common Stock will be based on the book value of a share of PREMIER Common Stock at the time of exercise. Generally, the acquisition agreement provides for a purchase price of 125% of the PREMIER Common Stock book value as of the quarter-end preceding the date of notice of exercise; however, the price is subject to adjustment based on the level of PREMIER's allowance for possible credit losses and certain other factors at the time of the exercise of the option. PREMIER may terminate the option prior to notice of exercise if it is acquired by a third party and, through its warrants issued to BANC ONE in connection with the issuance of the capital note, causes BANC ONE to be paid approximately 30% of PREMIER's common shareholders' equity or, during a limited period after notice of exercise, by paying BANC ONE an amount equal to 30% of PREMIER'S common shareholders' equity. The option is exercisable at BANC ONE's discretion. See "MERGER--Background of the Merger; Existing Agreements with BANC ONE." If for any reason the Merger Agreement is terminated or the Merger does not, pursuant to the Merger Agreement, become effective, the acquisition agreement, the capital note, the warrant and the agreements relating thereto will remain in full force and effect without modification or amendment and the parties thereto will have the rights and obligations set forth therein. OPINION OF THE FINANCIAL ADVISOR PREMIER engaged Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") in 1990 as its financial advisor to assist in a review of PREMIER's strategic plans in connection with its efforts to obtain capital, which efforts resulted in the existing agreements with BANC ONE described above. In 1994, PREMIER again engaged Merrill Lynch as its financial advisor in analyzing alternatives available to PREMIER under the existing agreements with BANC ONE. Merrill Lynch has delivered its written opinion to PREMIER's Board of 8 Directors that the Exchange Rate is fair to PREMIER's shareholders from a financial point of view. See "MERGER--Opinion of the Financial Advisor" for a more complete description of Merrill Lynch's opinion. The full text of the opinion is included herein as Appendix A, and shareholders are urged to read the opinion in its entirety. ACCOUNTING TREATMENT BANC ONE expects to account for the acquisition of PREMIER as a purchase under generally accepted accounting principles. See "MERGER--Accounting Treatment." SELECTED FINANCIAL DATA The following table presents on a historical basis selected unaudited consolidated financial data for BANC ONE and PREMIER. The financial data is based on the consolidated financial statements of BANC ONE and PREMIER, respectively, incorporated herein by reference. SELECTED FINANCIAL DATA (THOUSANDS, EXCEPT PER SHARE) (UNAUDITED)
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31, ----------- ----------------------------------------------------------- 1995 1994 1993 1992 1991 1990 ----------- ----------- ----------- ----------- ----------- ----------- Total interest income and other income: BANC ONE............... $ 4,395,231 $ 7,857,108 $ 7,610,670 $ 7,740,657 $ 7,223,889 $ 6,526,868 PREMIER................ 238,386 417,411 369,990 389,833 411,547 425,983 Income (loss) from continuing operations: BANC ONE............... $ 610,000 $ 1,005,109 $ 1,172,103 $ 922,227 $ 703,386 $ 568,856 PREMIER................ 33,874 69,472 71,811 44,809 18,177 9,283 Income (loss) from continuing operations per common share: BANC ONE............... $1.52 $2.42 $2.88 $2.27 $1.82 $1.56 PREMIER................ 0.98 2.08 2.19 1.34 0.56 0.29 Historical dividends declared per common share: BANC ONE............... $0.68 $1.24 $1.07 $0.89 $0.76 $0.69 PREMIER................ (1) (1) (1) (1) (1) (1) Total assets (end of period): BANC ONE............... $86,783,317 $88,922,586 $84,834,656 $81,304,864 $78,178,604 $60,323,593 PREMIER................ 5,494,245 5,419,792 4,649,161 4,317,043 4,214,800 4,274,041 Long-term borrowings (end of period): BANC ONE............... $ 2,087,954 $ 1,866,448 $ 1,805,272 $ 1,396,797 $ 983,077 $ 847,574 PREMIER................ 294,065 310,674 93,514 69,625 45,602 46,870 Total stockholders' equity (end of period): BANC ONE............... $ 7,839,071 $ 7,564,860 $ 7,433,170 $ 6,594,813 $ 5,879,957 $ 4,789,995 PREMIER................ 477,220 424,201 361,593 272,392 195,755 174,213
- -------- (1) PREMIER did not declare any dividends on PREMIER Common Stock during this period. 9 COMPARATIVE PER SHARE DATA The following table sets forth historical per common share income from continuing operations, dividends, book value and market value of: (i) BANC ONE; (ii) PREMIER; and (iii) pro forma equivalent per share data of PREMIER, calculated by multiplying the historical per share data of BANC ONE by the Exchange Rate.
PRO FORMA BANC ONE PREMIER EQUIVALENT -------- ------- ---------- Income from continuing operations per common share: Year ended December 31, 1994................... $2.42 $2.08 $1.49 Six months ended June 30, 1995................. $1.52 $0.98 $0.94 Dividends declared per common share: Year ended December 31, 1994................... 1.24 (1) 0.77 Six months ended June 30, 1995................. 0.68 (1) 0.42 Book value per common share as of: December 31, 1994.............................. 18.43 12.55 11.39 June 30, 1995.................................. 19.35 14.12 11.95 Market value per common share as of July 18, 1995 (2)........................................ 32.63(3) 18.50(4) 20.15 Market value per common share as of October 4, 1995 (5)........................................ 37.38(3) 22.38(4) 23.09
- -------- (1) PREMIER did not declare any dividends on PREMIER Common Stock in any period presented. (2) The trading day immediately preceding public announcement of the proposed merger. (3) Based on the closing price of BANC ONE Common Stock as reported on the New York Stock Exchange. (4) Based on the closing price of PREMIER Common Stock as reported on The Nasdaq Stock Market. (5) A recent business day preceding the date of this Prospectus and Proxy Statement. THE SPECIAL MEETING This Prospectus and Proxy Statement is being furnished to the shareholders of PREMIER in connection with the solicitation of proxies by the PREMIER Board of Directors to be voted at the Special Meeting. The Special Meeting will be held on November 17, 1995, at 9:00 a.m. local time in the auditorium on the 8th floor of the Premier Centre Building, 450 Laurel Street, Baton Rouge, Louisiana. PURPOSE OF THE SPECIAL MEETING At the Special Meeting, the holders of PREMIER Common Stock will vote on a proposal to approve the Merger Agreement. RECORD DATE AND VOTING RIGHTS The PREMIER Board has fixed the close of business on October 10, 1995 as the Record Date for determination of shareholders entitled to notice of and to vote at the Special Meeting. As of the Record Date, 34,911,012 shares of PREMIER Common Stock were outstanding, each of which entitles its holder to one vote on each matter submitted to the vote of shareholders at the Special Meeting. The presence in person or by proxy of the holders of a majority of the shares of PREMIER Common Stock outstanding is required to constitute a quorum for the Special Meeting. Approval of the Merger Agreement requires the affirmative vote of not less than a majority of the outstanding shares of PREMIER Common Stock entitled to vote thereon and present at the Special Meeting. 10 Votes, whether in person or by proxy, will be counted and tabulated by inspectors appointed by PREMIER. The inspectors will treat shares of PREMIER Common Stock represented by a properly executed and returned proxy as present at the Special Meeting for purposes of determining a quorum. An abstention will have the same effect as a vote against the proposal to approve the Merger Agreement, and a broker non-vote will have no effect on the outcome of the vote on the proposal. PROXIES The form of proxy for use at the Special Meeting accompanies this Prospectus and Proxy Statement. A shareholder may use a proxy whether or not he or she intends to attend the Special Meeting in person. The proxy may be revoked in writing by the person giving it at any time before it is exercised by notice to the Secretary of PREMIER, by executing and submitting a later dated proxy or by attending and voting in person at the Special Meeting. All proxies validly submitted and not revoked will be voted in the manner specified therein. IF NO SPECIFICATION IS MADE, THE PROXIES WILL BE VOTED IN FAVOR OF APPROVAL OF THE MERGER AGREEMENT. The PREMIER Board is not aware of any other matters that may be presented for action at the Special Meeting, but if other matters do properly come before the meeting it is intended that the shares represented by the accompanying proxy will be voted by the persons named in the proxy in accordance with their best judgment. Solicitation of proxies will be made in person, by mail or by telephone or telegraph by present and former directors, officers and employees of PREMIER for which no additional compensation will be paid. PREMIER has also retained Corporate Investor Communications, Inc. to assist in the solicitation of proxies, for a fee of approximately $5,000 plus reasonable out-of-pocket expenses. PREMIER will bear the cost of solicitation of proxies from its shareholders and may reimburse brokers and others for their expenses in forwarding solicitation material to beneficial owners of its voting stock. MERGER The information in this Prospectus and Proxy Statement concerning the terms of the Merger is a summary only and is qualified in its entirety by reference to the Merger Agreement, which agreement is filed as an exhibit to the Registration Statement and incorporated by reference herein. GENERAL The Merger Agreement provides for the merger of PREMIER with and into PAC. Upon the effectiveness of the Merger (the "Effective Time") each of the outstanding shares of PREMIER Common Stock (together with any and all Rights issued pursuant to the PREMIER Rights Plan) will be converted into 0.617761 share of BANC ONE Common Stock (subject to anti-dilution adjustments in certain circumstances such as stock dividends or stock splits), which shares of BANC ONE Common Stock will be issued as a result of the Merger. An increase or decrease in the market price of BANC ONE Common Stock will not affect the Exchange Rate or the number of shares of BANC ONE Common Stock issuable in the Merger; therefore, the value of the consideration to be received by PREMIER's shareholders in the Merger will increase if the market price of BANC ONE Common Stock increases or decrease if the market price of BANC ONE Common Stock decreases. The Merger Agreement permits PREMIER to declare and pay quarterly dividends at the rate of $0.25 per share beginning with the third calendar quarter of 1995 and until but not including the quarter in which the holders of PREMIER Common Stock become entitled to receive regular quarterly dividends on the shares of BANC ONE Common Stock into which the shares of PREMIER Common Stock will be converted by virtue of the Merger. Holders of not less than a majority of the outstanding shares of PREMIER Common Stock entitled to vote thereon and present at the Special Meeting must vote in favor of the approval of the Merger Agreement in order for the transaction to be completed. See "VOTING AND MANAGEMENT INFORMATION--Voting." The 11 closing of the Merger will (unless the parties agree otherwise) take place on the last business day of a month which first occurs on or after the later of (i) the expiration of any required waiting period following the approval of the consummation of the Merger by the Federal Reserve, (ii) the date PREMIER's shareholders approve the Merger or (iii) the business day following the satisfaction or waiver of all conditions to the Merger (the "Closing Date"). The Merger will become effective as soon as possible after the Closing Date in accordance with the Ohio Business Corporations Law ("Ohio Law") and the Louisiana Business Corporation Law ("Louisiana Law") on the later to occur of (x) the filing with the Secretary of State of the State of Ohio of a Certificate of Merger and (y) the filing with the Secretary of State of the State of Louisiana of a Certificate of Merger. The Boards of Directors of BANC ONE, PAC and PREMIER have approved the Merger Agreement. BANC ONE, as the sole shareholder of PAC, has approved or will approve the Merger Agreement. Approval of the Merger Agreement by the shareholders of BANC ONE is not required for consummation of the Merger. While the Merger Agreement is in effect, it supersedes PREMIER's existing agreements with BANC ONE, described below under the heading "MERGER-- Background of the Merger; Existing Agreements with BANC ONE," other than the Capital Note Agreement and the Capital Note. If for any reason the Merger Agreement is terminated or the Merger does not become effective, PREMIER's existing agreements with BANC ONE will remain in full force and effect without modification or amendment and the parties thereto will have the rights and obligations set forth therein. If the Merger becomes effective, PREMIER's existing agreements with BANC ONE will become null and void and have no force and effect; provided, however, that the Capital Note Agreement and the Capital Note will remain in full force and effect. OPERATIONS AFTER THE MERGER Upon the consummation of the Merger, PREMIER will be merged with and into PAC and the separate corporate existence of PREMIER will cease. PAC, as the surviving corporation in the Merger and a wholly owned subsidiary of BANC ONE, will continue operations under the name "Banc One Louisiana Corporation." It is expected that PREMIER's current officers, directors and employees will serve as the officers, directors and employees of the surviving corporation following the Merger. BACKGROUND OF THE MERGER; EXISTING AGREEMENTS WITH BANC ONE PREMIER was formed in January 1985 upon the consolidation of three one-bank holding companies located in Baton Rouge, Shreveport and Monroe, Louisiana. During 1985 and 1986, PREMIER acquired five additional banks located in New Iberia, Raceland, Lafayette, Lake Charles and Houma, Louisiana, thus establishing a market presence in all major metropolitan areas in Louisiana other than New Orleans and Alexandria. In the mid-1980's, the downturn in the oil-dominated Louisiana economy accelerated, with oil prices dropping from $28 a barrel in December 1985 to $10 in February 1986. Largely as a result, PREMIER sustained net losses in 1986 through 1989, causing a decline in common shareholders' equity from a high of $320 million at the end of 1986 to a low of $146 million at the end of 1989. By early 1989, PREMIER was faced with weak capital, excessive nonperforming assets, uncertain earnings prospects and scheduled debt service payments in excess of funds expected to be available therefor. In response, PREMIER developed and began to implement an asset restructuring and recapitalization plan. When it was determined in early 1990 that the plan could not be consummated, PREMIER retained Merrill Lynch to act as its financial advisor to assist it in a review of its strategic options. In addition, to coordinate and supervise the activities of management and the financial advisor, PREMIER's Board appointed a Special Projects Committee composed of John C. Blackman, IV (chairman), Frank W. Harrison, Jr., Eugene H. Owen and Bert S. Turner (who retired from PREMIER's Board in 1992), all outside directors who together beneficially owned at the time 2.5% of PREMIER's Common Stock. 12 Throughout 1990, PREMIER's management, the Executive Committee of PREMIER's Board, the Special Projects Committee and Merrill Lynch worked to identify and pursue alternatives reasonably available to address the Company's capital and liquidity concerns. These efforts resulted in PREMIER, BANC ONE and the holders of PREMIER's senior notes consummating in March 1992 several related transactions that had been approved by PREMIER's shareholders in September 1991. On March 26, 1992, PREMIER issued a $65 million capital note (the "Capital Note") to BANC ONE pursuant to the terms of an Amended and Restated Capital Note Agreement dated March 26, 1992 (the "Capital Note Agreement"). From the proceeds of the Capital Note, PREMIER contributed $25 million to the equity capital of Premier Bank. PREMIER also delivered a cash payment and 251,900 shares of its 10.75% Cumulative Convertible Preferred Stock, Series A, in exchange for the senior notes. In addition, PREMIER and BANC ONE entered into an Amended and Restated Agreement and Plan of Acquisition dated March 26, 1992 (as amended, the "1992 Agreement"), pursuant to which BANC ONE obtained an option to acquire PREMIER by means of a merger of PREMIER into a subsidiary of BANC ONE (the "Option"). In connection with the issuance of the Capital Note, PREMIER issued a warrant to BANC ONE (the "Warrant") to purchase shares of PREMIER Common Stock pursuant to a Warrant Agreement dated March 26, 1992 (the "Warrant Agreement"). The Warrant is exercisable only if PREMIER (i) consummates a business combination, other than with BANC ONE, in a transaction in which PREMIER is not the surviving entity; or (ii) consummates a sale of substantially all of its assets to any entity that is not an affiliate of PREMIER, BANC ONE or any affiliate of BANC ONE. If the Warrant becomes exercisable, PREMIER has the right to purchase the Warrant, and BANC ONE has the right to require the Warrant to be purchased, for cash equal to approximately 30% of PREMIER's common shareholders' equity. These transactions are described in greater detail in Notes 1, 10, 11 and 12 of the Notes to PREMIER's Consolidated Financial Statements included in PREMIER's Form 10-K for the year ended December 31, 1994 and under the caption "Description of Option to Acquire Premier Bancorp, Inc." included in the Form 10-K. BANC ONE could exercise the Option at its discretion by giving notice of exercise to PREMIER at certain times from July 1, 1995 through a date shortly after March 31, 1997. Generally, the Option allowed BANC ONE to purchase PREMIER for a purchase price (the "Formula Price") of 125% of PREMIER's book value as of the quarter ended immediately prior to the time of exercise (the "Calculation Date"), subject to certain adjustments. The Formula Price was payable in the form of BANC ONE Common Stock at an exchange ratio that would be fixed at the time the Option was exercised. More specifically, the exchange ratio would be equal to the Formula Price divided by the average of the closing prices per share of BANC ONE Common Stock over the 20 trading days immediately preceding the Calculation Date. If, however, BANC ONE's price- earnings ratio at the time the Option was exercised was equal to or less than 11, BANC ONE was entitled to pay up to 49.9% of the purchase price in cash. Prior to BANC ONE's exercise of the Option, PREMIER could only terminate the Option by finding a third party willing to acquire PREMIER. Such a transaction would entitle BANC ONE, pursuant to the Warrants, to receive from PREMIER, or from the third party on behalf of PREMIER, a cash payment equal to approximately 30% of PREMIER's common shareholders' equity (the "Acquisition Payment"). PREMIER could also terminate the Option by waiting until BANC ONE exercised it and then paying to BANC ONE in cash an amount equal to 30% of PREMIER's common shareholders' equity as of the Calculation Date (the "Cancellation Payment"). To effect such a cancellation, PREMIER was required to give notice (the "Cancellation Notice") to BANC ONE no later than 15 days after BANC ONE's exercise of the Option, and make the Cancellation Payment no later than 90 days thereafter. In approving these agreements, PREMIER's Board concluded that there was no more favorable alternative course of action available to address PREMIER's capital and liquidity problems. The Board believed that the capital note and preferred stock, by increasing PREMIER's capital and reducing its current cash payment obligations, provided an opportunity for PREMIER to continue to pursue its plans to reduce nonperforming assets and increase earnings and assets. The Option, by deferring the possible acquisition of PREMIER by BANC ONE, provided a potential means for PREMIER's shareholders to benefit from any increased value that might result. 13 Premier's financial condition improved rapidly thereafter, and in 1992 and 1993 PREMIER achieved record high levels of net income. By the end of 1993, Premier's common shareholders' equity had grown to $331 million, from $155 million at the end of 1990. Over the same period market capitalization had risen from $62 million to $480 million. In 1993, PREMIER redeemed for $25 million in cash, plus accrued interest, all of the preferred stock issued in 1992 to the former holders of its senior notes. Also in 1993, BANC ONE and PREMIER amended the capital note to remove the floor and ceiling on the interest rate, which had the effect of reducing interest payments otherwise payable by PREMIER at the time. If a third party acquired PREMIER, however, PREMIER would be obligated to pay to BANC ONE any amounts BANC ONE would have been paid in the absence of the amendment (approximately $2.6 million as of June 30, 1995). By early 1994, 18 months prior to the time BANC ONE could first exercise the Option, PREMIER's Board became increasingly concerned that the Formula Price would not provide PREMIER's shareholders with adequate value for their shares in light of PREMIER's improved financial performance and recent significant increases in the prevailing acquisition premiums being paid for other banking institutions, and concluded that PREMIER should begin to search actively for alternatives. On February 8, 1994, the Special Projects Committee held a meeting in New York City, attended by all of the members of the Committee, G. Lee Griffin, R. Neil Williams and Nancy M. Richmond (PREMIER's Chairman and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, respectively), PREMIER's special counsel, representatives of Merrill Lynch, and Merrill Lynch's counsel, to discuss alternatives available to PREMIER under the existing agreements with BANC ONE. In March 1994, PREMIER engaged Merrill Lynch to act as its financial advisor in this regard. Throughout 1994, PREMIER's management, the Special Projects Committee and PREMIER's Board, assisted by Merrill Lynch and PREMIER's special counsel and independent accountants, identified and analyzed potential strategies available to PREMIER which might provide its shareholders with more value than would be provided if BANC ONE exercised the Option and paid the Formula Price. During 1994, the Special Projects Committee met to consider these issues 11 times. Members of PREMIER's management were present at each meeting, Merrill Lynch attended nine meetings in person or by conference telephone, Merrill Lynch's counsel attended two meetings, and PREMIER's special counsel attended five meetings. During 1994, PREMIER's Board met four times, and PREMIER's alternatives in light of the existing agreements with BANC ONE were discussed each time. Of these four meetings, members of PREMIER's management were present at each meeting, PREMIER's special counsel and Merrill Lynch attended three meetings and Merrill Lynch's counsel attended one meeting. In addition, Premier Bank's Board met 12 times and received updates on management's and the Special Projects Committee's progress at ten of those meetings. Eight of the ten members of Premier Bank's Board constitute the Executive Committee of PREMIER's Board. In November 1994, John B. McCoy and William P. Boardman (BANC ONE's Chairman and Chief Executive Officer and Senior Executive Vice President, respectively), addressed Premier Bank's Board regarding BANC ONE's financial performance and its relationship with PREMIER. Throughout much of 1994, PREMIER's strategy with respect to its relationship with BANC ONE focused mainly on attempting to negotiate a merger with BANC ONE prior to the date the Option became exercisable at a price higher than the Formula Price. To this end, Mr. Griffin had several telephone conversations and meetings with Mr. Boardman. In addition, in April 1994, Messrs. Griffin and Williams, along with representatives from Merrill Lynch, met with Mr. Boardman in Atlanta, and in May 1994, Messrs. Griffin and Williams met with Mr. Boardman in Columbus. Ultimately, however, the parties were not able to agree upon terms acceptable to both. In the fall of 1994, Merrill Lynch, authorized by the Special Projects Committee, contacted several bank holding companies that Merrill Lynch and PREMIER believed might have the capacity and interest to acquire PREMIER; however, none expressed an interest in pursuing discussions with PREMIER. Among other strategies considered by PREMIER were pursuing means to increase PREMIER's book value, and therefore increase the Formula Price or, alternatively, pursuing means to decrease PREMIER's book value and decrease the size of the Acquisition Payment or Cancellation Payment if PREMIER ultimately terminated the Option. PREMIER also considered its right under the 1992 Agreement to pay dividends after BANC ONE's exercise of the Option 14 without affecting the Formula Price, and the amount of any such dividends that it might be able to pay under the 1992 Agreement. PREMIER also considered during 1994 whether it would have the financial capacity to make the Acquisition Payment or the Cancellation Payment. PREMIER focused particularly on whether the Acquisition Payment or the Cancellation Payment would be deductible by PREMIER for federal income tax purposes and whether such a payment could be reflected net of its associated tax benefit in PREMIER's audited financial statements. In December 1994, PREMIER's special counsel informed PREMIER that, barring unforeseen changes in the law or facts, PREMIER's special counsel was prepared to deliver a legal opinion that, if the matter were litigated, a court should hold that the Cancellation Payment was deductible by PREMIER for federal income tax purposes, provided that, at the time PREMIER paid the Cancellation Payment, PREMIER had no intent to enter into an alternative transaction with an identified third party. PREMIER's special counsel believed it was less likely that a federal income tax deduction would be allowed for the Acquisition Payment. PREMIER's independent accountants advised PREMIER that, based on PREMIER's special counsel's opinion and the accountants' own review, the Cancellation Payment could be reflected in PREMIER's audited financial statements net of its associated tax benefit. In addition, PREMIER determined that, based on PREMIER's current and projected financial condition, no regulatory approvals would be required in order for PREMIER to pay the Acquisition Payment or the Cancellation Payment, that the payment of these amounts would not cause PREMIER's regulatory capital to fall below required minimums and would not cause the bank regulatory authorities to place any restraints on PREMIER's operations. PREMIER also concluded that the payment of these amounts should not raise any concerns about whether PREMIER was operating in a "safe and sound" manner as required under banking laws and regulations, although it was determined that confirmation of this conclusion should be sought from the regulatory authorities. While PREMIER concluded that it was likely to have the financial capacity to make the Acquisition Payment or Cancellation Payment and that payment of such amounts was not likely to conflict with banking laws and regulations, PREMIER's analysis showed that, after payment of such amounts, PREMIER's capital was likely to be significantly lower than that of its industry peers. In December 1994, Messrs. Griffin and Williams and Mrs. Richmond, along with PREMIER's special counsel, met with representatives of Merrill Lynch and Merrill Lynch's counsel in New York City to review the status of PREMIER's efforts, to determine what strategies to pursue in the future and to formulate a presentation for a Special Projects Committee meeting scheduled for January 12, 1995 and a PREMIER Board meeting scheduled for January 18, 1995. At the Special Projects Committee and Board meetings, PREMIER's management and special counsel, and Merrill Lynch, presented detailed analyses of PREMIER's situation in light of the facts that (i) BANC ONE would be able to exercise the Option beginning July 1, 1995, (ii) BANC ONE had so far indicated that it was unwilling to consummate a transaction at an earlier date at a price higher than the Formula Price or allow PREMIER to pay a reduced Cancellation Payment to terminate the Option prior to BANC ONE's exercise and (iii) no third party acquiror had emerged. These presentations were made for the purposes of, among other things, (i) assisting PREMIER's Board in its continuing preparations for responding to BANC ONE's exercise of the Option or the potential emergence of a third party acquiror and (ii) assisting PREMIER's Board in its continuing evaluation of how PREMIER was conducting its operations in light of the Option. At its January 18, 1995 meeting, PREMIER's Board authorized and directed PREMIER's management to do the following: (i) contact the appropriate officials of the Federal Reserve and of the Office of the Comptroller of the Currency (the "OCC") to seek their concurrence that no regulatory obstacles existed to PREMIER's payment of the Acquisition Payment or the Cancellation Payment; (ii) seek to have BANC ONE agree in writing to extend the time PREMIER would have to deliver a Cancellation Notice; and (iii) operate PREMIER in a manner designed to increase PREMIER's franchise value and earnings per share, rather than book value per share, under the assumption that it was unlikely that PREMIER would be purchased by BANC ONE for an amount based solely on the Formula Price. In February 1995, John B. Noland and Thomas H. Turner, outside directors of PREMIER, became members of the Special Projects Committee. At that time, the members of the Special Projects Committee together beneficially owned approximately 688,655 shares, or 2.0%, of PREMIER's Common Stock. In March 1995, PREMIER received written assurances from the Federal Reserve and the OCC 15 that, based upon PREMIER's current and projected financial condition, they would not object to PREMIER paying the Acquisition Payment or the Cancellation Payment. In April 1995, PREMIER and BANC ONE entered into a written agreement extending the time in which PREMIER could deliver a Cancellation Notice from 15 to 90 days after BANC ONE exercised the Option, thereby also extending by 75 days the time PREMIER had to pay the Cancellation Payment. In mid-June 1995, Mr. Griffin received a telephone call from the Chief Executive Officer of a large bank holding company (the "Other Bank"), who asked to meet with Mr. Griffin to discuss in general terms a business combination between PREMIER and the Other Bank. The Special Projects Committee met on June 29, 1995, with PREMIER's management, PREMIER's special counsel and Merrill Lynch in attendance, to discuss the financial condition and prospects of the Other Bank, the impending exercisability of the Option, and the parameters for negotiating with BANC ONE and the Other Bank. The Committee authorized and directed Mr. Griffin to meet with representatives of the Other Bank and to contact BANC ONE immediately to seek to commence negotiations concerning the purchase of PREMIER by BANC ONE. On July 10th Mr. Boardman and Phillip L. Weaver, an Assistant Vice President of BANC ONE, met with Messrs. Griffin and Williams and Mrs. Richmond. After extensive discussion, the representatives of PREMIER and BANC ONE reached agreement on the terms of a proposal for BANC ONE to acquire PREMIER in an all-stock transaction at a fixed exchange ratio valuing PREMIER's Common Stock at $20 per share based on current market prices for BANC ONE Common Stock, with PREMIER being permitted to pay a $0.25 per quarter dividend until PREMIER's shareholders became entitled to receive dividends from BANC ONE. Mr. Griffin agreed to recommend these terms to PREMIER's Special Projects Committee, and Mr. Boardman agreed to recommend these terms to BANC ONE's management. On July 11th, Messrs. McCoy and Boardman called Mr. Griffin to inform him that BANC ONE's management would recommend these terms to BANC ONE's Board at a regular meeting scheduled for July 18th. Also on July 11th, Messrs. Griffin and Williams met with the Chief Executive Officer and Chief Financial Officer of the Other Bank. Following the meeting, PREMIER's management consulted with Merrill Lynch and Mr. Blackman. The next morning, Mr. Griffin informed the Chief Executive Officer of the Other Bank that PREMIER's Board had a regular meeting scheduled for Wednesday, July 19th and at that time would consider a new proposal from BANC ONE. He asked the Chief Executive Officer if the Other Bank could be in a position to make its best and final offer by noon on Monday, July 17th, and the Chief Executive Officer agreed to do so. Over the weekend, Mr. Blackman, PREMIER's management and special counsel, Merrill Lynch and Merrill Lynch's counsel reviewed the form and content of the Merger Agreement, the form of which had been proposed by BANC ONE and commented on by PREMIER and its special counsel during PREMIER's and BANC ONE's negotiations in 1994. On the morning of Monday, July 17, 1995, the Chief Financial Officer of the Other Bank met with Mr. Griffin and Mr. Williams and stated that the Other Bank was willing to acquire PREMIER in an all-stock transaction at a fixed exchange ratio valuing PREMIER's stock at $21 per share based on the market price of the Other Bank's stock at that time. The offer was conditioned, however, on BANC ONE agreeing either to exercise the Option (after which PREMIER would pay the Cancellation Payment), or to accept PREMIER stock instead of cash in payment of the Acquisition Payment. The Other Bank believed that this was a necessary condition for its business combination with PREMIER to qualify for pooling-of-interests accounting treatment. Later that day, the Special Projects Committee, with members of PREMIER's management present and PREMIER's special counsel and Merrill Lynch present via telephone conference, met to consider the proposals of BANC ONE and the Other Bank. The Committee considered the relative historical, current and projected financial condition, results of operations, earnings per share, dividends, business plans and stock price performance of BANC ONE and the Other Bank. The Committee also considered the significant risks and uncertainties associated with the Other Bank's offer. The Committee concluded that BANC ONE was highly unlikely to facilitate PREMIER's acquisition by a third party. The Committee also concluded that although BANC ONE's cooperation was a necessary condition for a business combination with the Other Bank to qualify for pooling-of- interests accounting treatment, it was not clear that this would be sufficient for the transaction to qualify for such accounting treatment. Finally, the Committee determined that a material negative impact on the 16 financial statements of the combined companies would result if pooling-of- interests accounting treatment ultimately was not available. Based primarily on these considerations, the Committee authorized and directed Mr. Griffin to inform the representatives of the Other Bank that the Committee considered BANC ONE's offer to be superior and to ask the Other Bank if it was willing to increase its offer. Mr. Blackman informed the Committee that he, along with PREMIER's management, PREMIER's special counsel, Merrill Lynch and Merrill Lynch's counsel, had over the preceding weekend reviewed the Merger Agreement proposed by BANC ONE and that, while negotiations were still in progress, he was generally satisfied with the form and content of the Merger Agreement. The Committee authorized and directed PREMIER's management to have the draft delivered to each member of PREMIER's Board so that the directors would have the opportunity to become familiar with the document prior to the upcoming meeting. The Committee then agreed unanimously that it would recommend the BANC ONE proposal over the proposal of the Other Bank unless the Other Bank increased its offer. On July 18, 1995, the Chief Executive Officer of the Other Bank called Mr. Griffin and informed him that the Other Bank would not increase its offer. Also on July 18th, BANC ONE's Board approved the Merger Agreement. On July 19th, PREMIER's Board met and considered BANC ONE's proposal. Messrs. Griffin and Blackman reviewed the general history of PREMIER's relationship and negotiations with BANC ONE and reviewed in detail the events of the preceding few weeks. Mr. Blackman informed the Board that he had participated in and supervised the review and negotiation of the Merger Agreement and that he was satisfied with its form and content. He recounted the deliberations of the Special Projects Committee with respect to the offers of BANC ONE and the Other Bank and informed the Board that the Committee unanimously recommended that PREMIER's Board accept BANC ONE's offer. Representatives of Merrill Lynch then made a presentation to the Board, described in greater detail under the caption "Opinion of the Financial Advisor," and informed the Board that, in Merrill Lynch's opinion, the Exchange Rate was fair to PREMIER's shareholders from a financial point of view. (Shareholders are urged to review carefully the section of this Prospectus and Proxy Statement entitled "Opinion of the Financial Advisor.") PREMIER's special counsel then led the Board in a detailed review of the form and content of the Merger Agreement. After further consideration and discussion, PREMIER's Board unanimously approved the Merger Agreement. RECOMMENDATION OF PREMIER'S BOARD AND REASONS FOR THE MERGER PREMIER'S BOARD BELIEVES THAT THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS OF, PREMIER AND ITS SHAREHOLDERS. PREMIER'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. The terms of the Merger Agreement were the result of arm's-length negotiations between PREMIER and BANC ONE. In reaching its decision to approve the Merger Agreement, PREMIER's Board consulted with PREMIER's management, as well as PREMIER's financial advisor and its special counsel, and considered the factors described above and a number of additional factors, including the following: (i) The constraints imposed by the existing agreements with BANC ONE. As of July 1, 1995, BANC ONE had the absolute contractual right to acquire PREMIER at the Formula Price, subject only to PREMIER's ability and willingness to make the Acquisition Payment or the Cancellation Payment. If BANC ONE had exercised the Option in the third quarter of 1995 (so that the Calculation Date would have been June 30, 1995), the Formula Price would have been $17.41 and PREMIER's shareholders would have been entitled to receive .532416 share of BANC ONE Common Stock for each share of PREMIER Common Stock held as of the closing. BANC ONE would not have been entitled to pay up to 49.9% of the purchase price in cash. The .617761 Exchange Rate in the Merger Agreement provides PREMIER's shareholders with a value of $20.15 per share (based on the closing price of BANC ONE Common Stock on July 18, 1995, the day before PREMIER's Board approved the Merger Agreement), which price was at the time approximately 15% higher than the Formula Price. In addition, PREMIER has the right pursuant to the 17 Merger Agreement to declare and pay quarterly dividends of $0.25 per share until the quarter in which PREMIER's shareholders become entitled to receive dividends from BANC ONE. If PREMIER's shareholders do not approve the Merger Agreement, or the Merger Agreement is terminated for other reasons, the Option will be reinstated. (ii) Uncertainties surrounding the long-term effect on PREMIER and its shareholders of making the Cancellation Payment. As of June 30, 1995 the Cancellation Payment would have been approximately $143 million in cash ($93 million net of associated tax benefits). Merrill Lynch's analysis had indicated that, comparing various hypothetical alternatives, PREMIER's shareholders might receive the highest value on a present value basis if PREMIER were to pay the Cancellation Payment and soon thereafter be acquired at median acquisition premiums being paid for companies similar to PREMIER. This conclusion depended, among other things, upon the Cancellation Payment being tax-deductible. PREMIER's shareholders' ultimate receipt of a higher value if PREMIER were to make the Cancellation Payment was subject to significant risks and uncertainties, however, including the following: (a) PREMIER could not control the timing of the Cancellation Payment, as it could only be made after BANC ONE's notice of exercise of the Option, which could occur as late as the second quarter of 1997; (b) in order to preserve the best case for PREMIER's ability to deduct the Cancellation Payment on its federal income tax return, PREMIER could not have an intent to enter into a business combination with an identified third party at the time PREMIER made the Cancellation Payment; and (c) PREMIER could not control whether a third party would be interested in purchasing PREMIER at the time it paid the Cancellation Payment nor the price that such an acquiror would offer. In addition, Merrill Lynch's analysis assumed, among other things, that PREMIER's financial condition would remain strong and that acquisition multiples would not decrease, both of which were subject to some uncertainty. The Board also considered the following risks involved if PREMIER were to pay the Cancellation Payment and no third party acquiror were to emerge soon thereafter: (a) PREMIER's capital levels, after making the Cancellation Payment, although likely to be above regulatory minimums, were also likely to be significantly below the capital levels of its industry peers; and (b) Merrill Lynch's opinion was that payment of the Cancellation Payment could have a negative effect on PREMIER's Common Stock price for a period of time. (iii) The Other Bank's offer. Primarily for the reasons described above under the caption "--Recommendation of PREMIER's Board and Reasons for the Merger," PREMIER's Board determined that BANC ONE's proposal was substantially more likely to provide PREMIER's shareholders with the value offered. (iv) The absence of interest by any party (other than the Other Bank) in acquiring PREMIER, notwithstanding Merrill Lynch's efforts to solicit such interest in 1994 and the fact that PREMIER's ability to terminate the Option by making the Acquisition Payment or the Cancellation Payment had been publicly disclosed by PREMIER since 1992. Accordingly, PREMIER's Board concluded that the emergence of a third party with the capacity and interest to acquire PREMIER at a price that would provide PREMIER's shareholders with more value than the value to be received under the Merger Agreement was subject to a substantial degree of risk. (v) The likelihood that any acquisition of PREMIER by BANC ONE or by a third party at any time while the 1992 Agreement was in effect or during a period up to two years after termination of the 1992 Agreement would have to be accounted for using the purchase method of accounting, rather than the pooling-of-interests method that has been used more commonly in recent large bank mergers and acquisitions. For certain bank acquirors, the utilization of the pooling-of-interests method would be critical to their making an acquisition of PREMIER. Consequently, during a period when the pooling-of-interests method was not available, there would be fewer bidders interested in PREMIER. (vi) PREMIER's and BANC ONE's historical, current and projected financial condition, results of operations, earnings per share, dividends, business plans and stock price performance. 18 (vii) That the consideration in the Merger Agreement is in the form of BANC ONE Common Stock. The Merger allows PREMIER's shareholders to become shareholders in an institution that is ranked among the ten largest bank holding companies in the United States on the basis of asset size as of June 30, 1995 and that, in PREMIER's Board's opinion, is well-positioned to confront successfully the current and prospective economic, regulatory and competitive challenges facing financial institutions. (viii) Certain risks associated with the Merger Agreement, including the risk that, if the Merger Agreement is terminated, dividends paid by PREMIER would decrease the Formula Price. (ix) The opinion of Merrill Lynch as to the fairness of the Exchange Rate to PREMIER's shareholders from a financial point of view. (See "--Opinion of the Financial Advisor.") (x) The expectation that the Merger will be a tax-free transaction to PREMIER and its shareholders. (See "--Federal Income Tax Consequences.") The foregoing discussion of the information and factors considered by PREMIER's Board is not intended to be exhaustive but is believed to include all material factors considered by PREMIER's Board. In reaching its determination to approve and recommend the Merger, PREMIER's Board did not assign any relative or specific weights to the foregoing factors, and individual directors may have given differing weights to different factors. Throughout its deliberations, PREMIER's Board received the advice of its special legal counsel and its financial advisor. After deliberating with respect to the Merger Agreement and considering, among other things, the matters discussed above, PREMIER's Board, by unanimous vote of all directors, approved and adopted the Merger Agreement as being in the best interests of PREMIER and its shareholders. PREMIER's Board is unanimous in its recommendation that holders of PREMIER Common Stock vote for approval and adoption of the Merger Agreement. As of August 31, 1995, the directors and executive officers of PREMIER together with their affiliates, as a group, were entitled to vote approximately 2,587,609 shares of PREMIER Common Stock representing approximately 7.5% of the shares outstanding. These persons will be entitled to receive the same consideration for their shares as any other PREMIER shareholder upon approval of the Merger. PREMIER believes that all of the directors' and executive officers' and their respective affiliates' shares will be voted in favor of the Merger. After the Merger, PREMIER's directors and executive officers will own less than 1% of the outstanding shares of BANC ONE Common Stock. BANC ONE believes that the affiliation of PREMIER with BANC ONE will provide BANC ONE with a meaningful presence in Louisiana and an expansion of BANC ONE's customer base and assets. Such expansion will provide BANC ONE with greater geographic diversity and the opportunity to realize increased economies of scale while serving new customers with the expertise and assistance of the capable and experienced staff of PREMIER. OPINION OF THE FINANCIAL ADVISOR PREMIER originally retained Merrill Lynch in 1990 as its financial advisor in connection with its efforts to obtain capital, which efforts resulted in the existing agreements between PREMIER and BANC ONE described above. In 1994 PREMIER again engaged Merrill Lynch as its financial advisor to assist in analyzing alternatives available to PREMIER under the existing agreements with BANC ONE. Representatives of Merrill Lynch attended the meeting of the Board of Directors of PREMIER held on July 19, 1995 at which the Board considered and approved the Merger Agreement. At the July 19, 1995 meeting, Merrill Lynch rendered its oral opinion (which was subsequently confirmed in writing) that, based upon and subject to the various considerations set forth therein, the proposed Exchange Rate (which was determined by negotiations between PREMIER and BANC ONE) is fair to holders of PREMIER Common Stock (other than BANC ONE) from a financial point of view. Such opinion was reconfirmed in writing as of the date of this Prospectus and Proxy Statement. No 19 limitations were imposed by PREMIER upon Merrill Lynch with respect to investigations made or procedures followed by Merrill Lynch in rendering its opinions. The full text of Merrill Lynch's opinion as of the date of this Prospectus and Proxy Statement, which sets forth assumptions made, matters considered and limits on the review undertaken by Merrill Lynch, is attached hereto as Appendix A. PREMIER shareholders are urged to read the opinion in its entirety. The summary set forth in this Prospectus and Proxy Statement of the Merrill Lynch opinion is qualified in its entirety by reference to the full text of such opinion. Merrill Lynch's opinion is directed only to the Exchange Rate and does not constitute a recommendation to any PREMIER shareholder as to how such shareholder should vote at the Special Meeting. In connection with its opinion as of the date of this Prospectus and Proxy Statement, Merrill Lynch among other things: (i) reviewed PREMIER's Annual Reports, Forms 10-K and related financial information for the three fiscal years ended December 31, 1994 and PREMIER's Quarterly Reports on Form 10-Q and the related unaudited financial information for the quarterly periods ending March 31, 1995 and June 30, 1995; (ii) reviewed BANC ONE's Annual Reports, Forms 10-K and related financial information for the three fiscal years ended December 31, 1994 and BANC ONE's Quarterly Reports on Form 10-Q and the related unaudited financial information for the quarterly periods ending March 31, 1995 and June 30, 1995; (iii) reviewed certain information, including financial forecasts, relating to the business, earnings, assets and prospects of PREMIER and BANC ONE, furnished to it by PREMIER and BANC ONE; (iv) conducted discussions with members of senior management of PREMIER and BANC ONE concerning their respective businesses, operations, regulatory condition and prospects; (v) reviewed the historical market prices and trading activity for the PREMIER Common Stock and the BANC ONE Common Stock and compared them with those of certain publicly traded companies which it deemed to be relevant; (vi) compared the results of operations of PREMIER and BANC ONE with those of certain companies which it deemed to be relevant; (vii) compared the proposed financial terms of the transactions contemplated by the Merger Agreement with the financial terms of certain other mergers and acquisitions which it deemed to be relevant; (viii) analyzed the pro forma impact of the transaction on the earnings and book value per share, consolidated capitalization and certain balance sheet and profitability ratios of BANC ONE; (ix) participated in discussions and negotiations among representatives of PREMIER and BANC ONE; (x) reviewed the Merger Agreement; and (xi) reviewed such other financial studies and analyses and performed such other investigations and took into account such other matters as it deemed necessary to the rendering of its opinion. In preparing its opinion, Merrill Lynch relied on the accuracy and completeness of all information supplied or otherwise made available to it by PREMIER and BANC ONE, and did not assume any responsibility for independently verifying such information or undertaking an independent evaluation or appraisal of the assets or liabilities of PREMIER or BANC ONE or any of their subsidiaries and was not furnished any such evaluation or appraisal. Merrill Lynch also relied upon the managements of PREMIER and BANC ONE as to the reasonableness and achievability of the financial operating forecasts (and the assumptions and bases therefor) provided to Merrill Lynch. In that regard, Merrill Lynch assumed that such forecasts and projections regarding future economic conditions and results of operations reflected the best currently available estimates and judgments of such respective managements and that such projections and forecasts would be realized in the amounts and the time periods estimated by the managements of PREMIER and BANC ONE. Merrill Lynch's opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Merrill Lynch is not an expert in the evaluation of allowances for loan losses and did not assume any responsibility for making an independent evaluation of the adequacy of the allowance for loan losses of PREMIER and BANC ONE nor did Merrill Lynch review any individual credit files. In connection with rendering its opinion to the PREMIER Board on July 19, 1995 and updated as of the date of this Prospectus and Proxy Statement, Merrill Lynch performed a variety of financial analyses, which are summarized below. Merrill Lynch believes that its analyses must be considered as a whole and that selecting 20 portions of such analyses and the factors considered therein, without considering all factors and analyses, could create an incomplete view of the analyses and the processes underlying Merrill Lynch's opinions. The preparation of a fairness opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. In its analyses, Merrill Lynch also took into account its assessment of general economic, market and financial conditions and its experience in other merger transactions, as well as its experience in securities valuation and its knowledge of the banking industry generally. With respect to the peer group analysis and selected merger transaction analysis summarized below, no public company or transaction utilized as a comparison is identical to PREMIER or BANC ONE or the Merger, and such analyses necessarily involve complex considerations and judgments concerning the differences in financial and operating characteristics of the companies and transactions and other factors that could affect the companies concerned. Any estimates contained in Merrill Lynch's analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than such estimates. Estimates of values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities actually may be sold. For purposes of its opinions, Merrill Lynch reviewed the 1992 Agreement, the Capital Note Agreement and the Capital Note, and the Warrant Agreement and the Warrant, and considered the effect of such agreements on the Merger and possible alternative transactions involving PREMIER. In connection with the analyses described below, Merrill Lynch evaluated the Exchange Rate using four alternative cases: (i) assuming that the 1992 Agreement and the Warrant Agreement had not been entered into, (ii) assuming the payment by PREMIER to BANC ONE of the Cancellation Payment with an IRS allowance for a corresponding tax deduction for such payment (the "Tax Effected Analysis"), (iii) assuming the payment by PREMIER to BANC ONE of the Cancellation Payment without an IRS allowance for a corresponding tax deduction for such payment (the "Non-Tax Effected Analysis") and (iv) assuming that BANC ONE exercises the Warrants (the "Warrant Analysis"). Case (i) was analyzed primarily for reference only, since the 1992 Agreement had, in fact, been entered into and was in full force and effect at the time of Merrill Lynch's analysis. For each of cases (ii), (iii) and (iv) Merrill Lynch recalculated PREMIER's book value per share, tangible book value per share and estimated 1995 and 1996 earnings per share to reflect the effects of such events in order to provide reference standards against which to evaluate the fairness of the Exchange Rate from a financial point of view. For purposes of calculating the effect on future earnings per share, Merrill Lynch assumed lost earnings on the Cancellation Payment of 7.0% pre-tax and earnings from cash on the exercise of the Warrants of 7.0% pre- tax. The projections prepared by PREMIER's management and furnished to Merrill Lynch for use in its financial analyses summarized below were prepared for internal management use only and not with a view towards public disclosure. PREMIER does not publicly disclose internal management projections of this type. These projections were based on numerous variables and assumptions that are inherently uncertain and that may not be within the control of PREMIER's management, including without limitation factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. The following is a summary of the analyses presented by Merrill Lynch to the PREMIER Board of Directors on July 19, 1995 in connection with its opinion: Transaction Summary. Merrill Lynch reviewed with the PREMIER Board the key financial terms of the proposed Merger. Merrill Lynch noted that based on BANC ONE's closing stock price of $32.625 on July 18, 1995, the then current market value of the proposed Merger to PREMIER shareholders was $20.15 per share, representing a 8.9% premium to PREMIER's July 18, 1995 closing market price of $18.50 per share. Merrill Lynch noted that the $20.15 value per share represented a multiple of 1.46 times PREMIER's fully diluted book value per share as of June 30, 1995 and a multiple of 1.60 times PREMIER's fully diluted tangible book value per share. Merrill Lynch also explained that the $20.15 value represented a multiple of 9.64 times PREMIER's latest 12-months earnings per share as of June 30, 1995, a multiple of 9.88 times management estimates for PREMIER's 1995 earnings per share and a multiple of 9.51 times management estimates for PREMIER's 1996 earnings per share. Under the Non-Tax Effected Analysis, the $20.15 per share value represented a multiple of 21 2.09 times fully diluted book value per share, 2.39 times fully diluted tangible book value per share, 10.60 times latest 12-months earnings per share, 10.88 times management estimated 1995 earnings per share and 10.43 times management estimated 1996 earnings per share. Under the Tax Effected Analysis, the $20.15 per share value represented a multiple of 1.82 times fully diluted book value per share, 2.04 times fully diluted tangible book value per share, 10.24 times latest 12-months earnings per share, 10.51 times management estimated 1995 earnings per share and 10.09 times management estimated 1996 earnings per share. Under the Warrant Analysis, the $20.15 per share value represented a multiple of 1.70 times fully diluted book value per share, 1.84 times fully diluted tangible book value per share, 12.25 times latest 12-months earnings per share, 12.54 times management estimated 1995 earnings per share and 12.08 times management estimated 1996 earnings per share. Pro Forma Analysis. Merrill Lynch reviewed the pro forma impact of the proposed Merger on BANC ONE's and PREMIER's book value per share and estimated 1996 and 1997 earnings per share. This analysis showed that the Merger would have no significant effect on BANC ONE's estimated 1996 and 1997 earnings per share and would be accretive to PREMIER's estimated 1996 and 1997 earnings per share by 4.31% and 11.18%, respectively, in each case after giving effect to assumed pre-tax Merger synergies equal to 7.5% and 15.0% of PREMIER's estimated non-interest expense for 1996 and 1997, respectively. The analysis also showed that the Merger would result in a book value and tangible book value increase for BANC ONE of 3.63% and 0.73% respectively, and book value and tangible book value dilution for PREMIER of 11.92% and 12.54%, respectively. Merrill Lynch also explained that based upon BANC ONE's current dividend payments, PREMIER's annual dividend per share would be $0.84. PREMIER has not paid any dividends since 1986, in part because the Formula Price under the 1992 Agreement was based on PREMIER's book value per share and, accordingly, management has generally followed a policy during the past several years of retaining earnings in order to maximize book value. Summary Comparison of Selected Institutions. Merrill Lynch compared selected balance sheet data, asset quality, capitalization and profitability ratios and market statistics using financial data at or for the twelve months ended March 31, 1995 and market data as of July 18, 1995 for PREMIER to a group of 13 bank holding companies consisting of ArgentBank, BOK Financial Corporation, Centura Banks, Inc., Deposit Guaranty Corp., First Commercial Corporation, First Commerce Corporation, First Citizens BancStock, Inc., Hibernia Corporation, One Valley Bancorp of WV, Inc., Trustmark Corporation, Union Planters Corporation, Whitney Holding Corp. and Zions Bancorporation (the "PREMIER Peer Group"). This analysis showed that: (i) PREMIER had a ratio of noninterest expense to average assets of 3.77% compared to a mean ratio of 3.47% and a median ratio of 3.47% for the PREMIER Peer Group; (ii) PREMIER had an efficiency ratio (defined as noninterest expense divided by the sum of noninterest income plus net interest income before provision for loan losses) of 66.32% compared to a mean ratio of 62.94% and a median ratio of 63.40% for the PREMIER Peer Group; (iii) PREMIER had a return on average assets of 1.31% compared to a mean return of 1.22% and a median return of 1.28% for the PREMIER Peer Group; (iv) PREMIER had a return on average equity of 16.66% compared to a mean return of 14.53% and a median return of 14.97% for the PREMIER Peer Group; (v) PREMIER had a ratio of tangible common equity to tangible assets of 7.38% (or 5.05% under the Non-Tax Effected Analysis and 5.88% under the Tax Effected Analysis) compared to a mean ratio of 8.23% and a median ratio of 7.84% for the PREMIER Peer Group; (vi) PREMIER had a ratio of nonperforming loans to total loans of 0.76% compared to a mean ratio of 0.62% and a median ratio of 0.50% for the PREMIER Peer Group; (vii) PREMIER had a ratio of nonperforming assets to total assets of 0.61% compared to a mean ratio of 0.40% and a median ratio of 0.29% for the PREMIER Peer Group; (viii) PREMIER had a ratio of loan loss reserve to nonperforming assets of 182.54% compared to a mean ratio of 321.63% and a median ratio of 338.05% for the PREMIER Peer Group; (ix) PREMIER had a price to 1996 estimated earnings per share multiple of 8.73x compared to a mean multiple of 9.85x and a median multiple of 9.90x for the PREMIER Peer Group (PREMIER 1996 estimated earnings are based on management estimates and PREMIER Peer Group 1996 estimated earnings are based on First Call earnings estimates); (x) PREMIER had a price to book value multiple of 1.39x compared to a mean multiple of 1.67x and a median multiple of 1.69x for the PREMIER Peer Group; (xi) PREMIER had a price to tangible book value of 1.55x compared to a mean multiple of 1.87x and a median multiple of 1.83x for the PREMIER Peer Group; and (xii) PREMIER had a dividend yield of 0.00% compared to a mean yield of 22 2.68% and a median yield of 2.92% for the PREMIER Peer Group. Merrill Lynch then computed an imputed value for the PREMIER Common Stock based upon current trading multiples for the PREMIER Peer Group as of July 18, 1995. This analysis yielded a range of imputed values of $20.89 to $22.44 per share using the mean and median of the trading multiples for the PREMIER Peer Group (or a range of $17.14 to $20.91 under the Tax Effected Analysis, $14.57 to $20.15 under the Non-Tax Effected Analysis and $16.45 to $19.56 under the Warrant Analysis) and a range of imputed values of $16.03 to $38.49 per share using the full range of low and high multiples for the PREMIER Peer Group (or a range of $12.56 to $30.15 under the Tax Effected Analysis, $10.68 to $25.64 under the Non-Tax Effected Analysis and $14.01 to $33.62 under the Warrant Analysis). First Call is a data service that monitors and publishes compilations of earnings estimates produced by selected research analysts regarding companies of interest to institutional shareholders. Merrill Lynch also compared selected balance sheet data, asset quality, capitalization and profitability ratios and market statistics using financial data at or for the twelve months ended March 31, 1995 and market data as of July 18, 1995 for BANC ONE to a group of 16 bank holding companies consisting of BankAmerica Corporation, Barnett Banks, Inc., Bank of New York Company, Bank of Boston Corporation, Fleet Financial Group, First Chicago Corporation, First Union Corporation, First Interstate Bancorp, KeyCorp, NationsBank Corporation, NBD Bancorp, Inc., Norwest Corporation, PNC Bank Corp., SunTrust Banks, Inc., Wachovia Corporation and Wells Fargo & Company (the "BANC ONE Peer Group"). This analysis showed that: (i) BANC ONE had a ratio of noninterest expense to average assets of 4.25% compared to a mean ratio of 3.44% and a median ratio of 3.40% for the BANC ONE Peer Group; (ii) BANC ONE had an efficiency ratio of 63.65% compared to a mean ratio of 58.76% and a median ratio of 59.25% for the BANC ONE Peer Group; (iii) BANC ONE had a return on average assets of 1.38% compared to a mean return of 1.27% and a median return of 1.29% for the BANC ONE Peer Group; (iv) BANC ONE had a return on average equity of 15.72% compared to a mean return of 17.08% and a median return of 17.00% for the BANC ONE Peer Group; (v) BANC ONE had a ratio of tangible common equity to tangible assets of 8.24% compared to a mean ratio of 6.09% and a median ratio of 5.84% for the BANC ONE Peer Group; (vi) BANC ONE had a ratio of nonperforming loans to total loans of 0.59% compared to a mean ratio of 0.78% and a median ratio of 0.72% for the BANC ONE Peer Group; (vii) BANC ONE had a ratio of nonperforming assets to total assets of 0.51% compared to a mean ratio of 0.70% and a median ratio of 0.64% for the BANC ONE Peer Group; (viii) BANC ONE had a ratio of loan loss reserves to nonperforming assets of 196.91% compared to a mean ratio of 263.40% and a median ratio of 226.59% for the BANC ONE Peer Group; (ix) BANC ONE had a price to 1996 estimated earnings per share multiple of 9.24x compared to a mean multiple of 8.59x and a median multiple of 8.46x for the BANC ONE Peer Group (1996 estimated earnings are based on First Call earnings estimates); (x) BANC ONE had a price to book value multiple of 1.73x compared to a mean multiple of 1.68x and a median multiple of 1.58x for the BANC ONE Peer Group; (xi) BANC ONE had a price to tangible book value of 1.85x compared to a mean multiple of 2.20x and a median multiple of 1.96x for the BANC ONE Peer Group; and (xii) BANC ONE had a dividend yield of 4.17% compared to a mean yield of 3.58% and a median yield of 3.57% for the BANC ONE Peer Group. Merrill Lynch then computed an imputed value for the BANC ONE Common Stock based upon current trading multiples for the BANC ONE Peer Group as of July 18, 1995. This analysis yielded a range of imputed values of $29.75 to $38.73 per share using the mean and median of the trading multiples for the BANC ONE Peer Group and a range of imputed values of $23.58 to $63.01 per share using the full range of low and high multiples for the BANC ONE Peer Group. Discounted Dividend Analysis. Merrill Lynch performed a discounted dividend analysis for PREMIER on a stand-alone basis using management earnings estimates, discount rates ranging from 13.0% to 15.0% and terminal price to earnings multiples of 9.0x to 11.0x applied to the year 2000 forecasted earnings, and projecting the maximum dividends that would permit projected growth while maintaining a 6% tangible common equity to assets ratio. Merrill Lynch selected these discount rates because they represented a reasonable range above and below the historical cost of equity capital to PREMIER and comparable bank holding companies and these terminal value multiples because they represented a reasonable range above and below the historical market multiples of PREMIER and comparable bank holding companies. This analysis showed a range of present values per share of PREMIER Common Stock from $18.92 to $22.74 (or $14.94 to $18.75 under the Non-Tax Effected 23 Analysis, $16.26 to $20.07 under the Tax Effected Analysis and $16.02 to $18.89 under the Warrant Analysis). Merrill Lynch noted that the discounted cash flow analysis was included because it is a widely used valuation methodology, but noted that the results of such methodology are highly dependent upon the numerous assumptions that must be made, including earnings growth rates, dividend payout rates, terminal values and discount rates. Summary of Selected Bank Mergers and Acquisitions. Merrill Lynch compared the ratios of price to latest twelve months earnings, price to book, price to tangible book and deposit premium for the proposed Merger to the high, mean, median and low ratios for (i) selected bank acquisitions in five southern states (Alabama, Arkansas, Louisiana, Mississippi and Oklahoma) since January 1, 1994 with a transaction value between $50 million and $1 billion (the "Selected Southern Transactions"), and (ii) nationwide bank acquisitions announced since January 1, 1994 with a transaction value between $250 million and $1 billion (the "Selected Nationwide Transactions"). This analysis showed that: (i) the price to earnings for the proposed Merger was 9.64x (or 10.60x under the Non-Tax Effected Analysis, 10.24x under the Tax Effected Analysis and 12.25x under the Warrant Analysis) compared to a mean of 14.21x and a median of 14.14x for the Selected Southern Transactions and a mean of 16.15x and a median of 14.47x for the Selected Nationwide Transactions; (ii) the price to book value for the proposed Merger was 1.46x (or 2.09x under the Non- Tax Effected Analysis, 1.82x under the Tax Effected Analysis and 1.70x under the Warrant Analysis) compared to a mean of 2.26x and a median of 2.06x for the Selected Southern Transactions and a mean of 2.16x and a median of 2.05x for the Selected Nationwide Transactions; and (iii) the price to tangible book value for the proposed Merger was 1.60x (or 2.39x under the Non-Tax Effected Analysis, 2.04x under the Tax Effected Analysis and 1.84x under the Warrant Analysis) compared to a mean of 2.33x and a median of 2.23x for the Selected Southern Transactions and a mean of 2.31x and a median of 2.29x for the Selected Nationwide Transactions. The imputed values per share for PREMIER Common Stock based upon the various transaction multiples reviewed by Merrill Lynch yielded a range of imputed values of $26.76 to $31.05 (or $22.08 to $25.60 under the Tax Effected Analysis, $18.86 to $24.23 under the Non-Tax Effected Analysis and $21.15 to $26.73 under the Warrant Analysis) based upon the median and mean of the Selected Southern Transactions multiples and a range of $26.51 to $30.56 (or $22.64 to $28.58 under the Tax Effected Analysis, $19.33 to $27.52 under the Non-Tax Effected Analysis and $21.48 to $25.52 under the Warrant Analysis) based upon the Selected Nationwide Transaction multiples. Merrill Lynch noted that the existence of the 1992 Agreement made a comparison of PREMIER's circumstances to those recent bank mergers and acquisitions less meaningful. Net Present Value of Selected Alternatives. Merrill Lynch prepared an analysis of the net present value per share of PREMIER Common Stock under various scenarios including: (i) BANC ONE acquires PREMIER pursuant to the terms of the 1992 Agreement (the "1992 Acquisition Alternative"), (ii) the payment by PREMIER to BANC ONE of the Cancellation Payment with an IRS allowance for a corresponding tax deduction for such payment and PREMIER remaining independent (the "Market Trading Alternative"), (iii) the payment by PREMIER to BANC ONE of the Cancellation Payment without an IRS allowance for a corresponding tax deduction for such payment followed by an acquisition of PREMIER by a third party (the "Non-Tax Effected/ Acquisition Alternative"), (iv) the payment by PREMIER to BANC ONE of the Cancellation Payment with an IRS allowance for a corresponding tax deduction for such payment followed by an acquisition of PREMIER by a third party (the "Tax Effected/Acquisition Alternative") and (v) BANC ONE elects to exercise its Warrant followed by an acquisition of PREMIER by a third party (the "Warrant/Acquisition Alternative"). Merrill Lynch used discount rates of 14% in scenarios (i) and (ii), 15% in scenario (iii) and 16% in scenarios (iv) and (v), reflecting among other things the greater volatility assumed to be present as a result of lower capitalization levels following payment of the Cancellation Payment and higher levels of uncertainty regarding such scenarios. Based on a payment of the Cancellation Payment on different dates ranging from June 30, 1995 through December 31, 1996, the net present value per share was calculated on dates ranging from June 30, 1995 through December 31, 1997. The terminal book value multiple used was 1.6x under the Market Trading Alternative, 2.10x under the Tax Effected/Acquisition and Non-Tax Effected/Acquisition Alternatives and 2.0x under the Warrant/Acquisition Alternative. Based on these assumptions, the net present value per share of PREMIER 24 Common Stock under the 1992 Acquisition Alternative would be $17.41 on June 30, 1995 and $18.08 on December 31, 1997. Assuming the Cancellation Payment was made on June 30, 1995, the net present value per share of PREMIER Common Stock would be $18.61 on June 30, 1995 and $18.01 on December 31, 1997 under the Market Trading Alternative, $20.67 on June 30, 1995 and $20.46 on December 31, 1997 under the Non-Tax Effected/Acquisition Alternative, $23.01 on December 31, 1996 and $22.24 on December 31, 1997 under the Tax Effected/Acquisition Alternative (assuming that an acquisition and a corresponding tax deduction is not possible in the first year after the Cancellation Payment is paid) and $23.81 on June 30, 1995 and $18.69 on December 31, 1997 under the Warrant/Acquisition Alternative. This analysis did not purport to be indicative of actual values or expected values of the shares of PREMIER Common Stock. Merrill Lynch noted that the results of such analysis are highly dependent upon the numerous assumptions that must be made, including terminal values and discount rates. In connection with rendering its opinion dated the date of this Prospectus and Proxy Statement, Merrill Lynch performed procedures to update certain of the foregoing analyses and reviewed the assumptions on which such analyses were based, and the factors considered in connection therewith. Merrill Lynch is a nationally recognized investment banking firm and is continually engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, and valuations for estate, corporate and other purposes. PREMIER selected Merrill Lynch as a financial advisor in connection with the Merger because of its reputation and experience in transactions such as the Merger and Merrill Lynch's familiarity with PREMIER and the 1992 Agreement based on its role as financial advisor to PREMIER in connection with that transaction. In addition to the financial advisory services referred to above, Merrill Lynch has from time to time provided underwriting, financial advisory and/or brokerage services to PREMIER and BANC ONE, for all of which Merrill Lynch has received customary compensation. In the ordinary course of business, Merrill Lynch makes a market in PREMIER Common Stock and BANC ONE Common Stock and trades the debt and equity securities of PREMIER and BANC ONE for its own account and for the account of its customers and may at any time hold a long or short position in such securities. PREMIER and Merrill Lynch entered into a letter agreement in 1994 relating to the services to be provided by Merrill Lynch in connection with PREMIER's consideration of various business combination alternatives, including the 1992 Agreement and possible amendments thereto. Pursuant to that letter agreement, PREMIER agreed to pay Merrill Lynch fees as follows: (i) a cash fee of $250,000, which was paid upon execution of the letter agreement, (ii) a cash fee of $375,000 which was paid on June 30, 1994, (iii) an additional cash fee of $375,000 which was paid upon the execution of the Merger Agreement and (iv) if PREMIER and BANC ONE or a third party merge or enter into some other form of business combination during the period Merrill Lynch is retained by PREMIER or in a period up to two years thereafter, an additional fee of .60% of the incremental value per share received by PREMIER shareholders in excess of the Base Value. The Base Value was defined as (i) $20.00 from the date of the letter agreement until June 30, 1995 and (ii) the "Company Common Stock Exchange Value Per Share" (as defined in the 1992 Agreement) on and after June 30, 1995. Based on the closing sale price of BANC ONE common stock on July 19, 1995, the fees to be paid to Merrill Lynch pursuant to the provisions of the letter agreement described in clause (iv) above would total approximately $495,000. In such letter, PREMIER also agreed to reimburse Merrill Lynch for its reasonable out-of-pocket expenses and to indemnify Merrill Lynch against certain liabilities, including liabilities under the Federal securities laws. CONDITIONS TO THE MERGER; TERMINATION Consummation of the Merger is subject to satisfaction of a number of conditions, including: (1) the receipt of all necessary approvals of the transactions contemplated by the Merger Agreement by governmental agencies and authorities, including the Federal Reserve, and each of such approvals shall remain in full force and effect at the Effective Time; 25 (2) there being no change in the consolidated financial condition, aggregate net assets, shareholders' equity, business or operating results of PREMIER and its subsidiaries, taken as a whole, or BANC ONE and its subsidiaries, taken as a whole, from March 31, 1995 to the Effective Time, that has had a material adverse effect on the business, operations, financial condition or results of operations of BANC ONE and its subsidiaries, taken as a whole, or PREMIER and its subsidiaries, taken as a whole, or on the ability of BANC ONE or PREMIER to consummate the transactions contemplated by the Merger Agreement (a "BANC ONE Material Adverse Effect" or a "PREMIER Material Adverse Effect," as the case may be); (3) compliance by PREMIER, BANC ONE and PAC with their respective covenants and confirmation of their respective representations and warranties as set forth in the Merger Agreement, including the agreement of BANC ONE that it will not acquire or enter into negotiations to acquire, directly or indirectly, any bank located in Louisiana (other than Premier Bank) with deposits in excess of $2 billion without the written consent of PREMIER, which consent may not be unreasonably withheld and including the agreement of PREMIER that, except with the approval of BANC ONE or as otherwise permitted by the Merger Agreement, it will not: (a) pay dividends, except the dividends described above under the caption "MERGER--General"; (b) effect any changes in connection with its equity capitalization, except as related to certain outstanding stock options and the issuance of shares of PREMIER Common Stock in connection with PREMIER's acquisition of HNB Corporation, described below; or (c) except as may be directed by any regulatory agency, conduct its banking operations other than in the ordinary course of business; (4) approval of the Merger Agreement and the Merger by the requisite vote of shareholders of PREMIER Common Stock (See "MERGER--General, and "VOTING AND MANAGEMENT INFORMATION--Voting"); (5) receipt by PREMIER and BANC ONE of the opinion, dated as of the Closing Date, relative to the Federal income tax consequences of the Merger referred to under the caption "MERGER--Federal Income Tax Consequences"; (6) receipt by BANC ONE of an opinion from PREMIER's counsel and receipt by PREMIER of an opinion from counsel for BANC ONE and PAC, which opinions are to be in the general form of those annexed to the Merger Agreement; (7) the shares of BANC ONE Common Stock to be issued in exchange for PREMIER Common Stock shall have been approved for listing on the New York Stock Exchange ("NYSE"); (8) the total number of shares of PREMIER Common Stock issued and outstanding (not including treasury shares held by PREMIER), together with the total number of shares of PREMIER Common Stock related to outstanding options with respect to The Premier Stock Option Plan shares, shall not be more than 35,388,832 shares; (9) the holders of all credit agreements on which PREMIER or any of its subsidiaries is the maker, issuer or guarantor and which contain provisions which make the acquisition of PREMIER by or its merger with or into another entity a condition of default or acceleration, which default or acceleration would have a PREMIER Material Adverse Effect, shall have provided BANC ONE with a written waiver of all such provisions; (10) the opinion of Merrill Lynch attached as Appendix A shall not have been withdrawn prior to the Effective Time; and 26 (11) the receipt by BANC ONE of an opinion from PREMIER's counsel to the effect that, in the opinion of such counsel, PREMIER has taken action with respect to the PREMIER Rights Plan appropriate to prevent the approval, execution or delivery of the Merger Agreement or the acquisition of shares of PREMIER Common Stock by BANC ONE pursuant thereto, or consummation of the Merger or other transaction contemplated by the Merger Agreement from resulting in the grant, issuance or triggering of any right or entitlement or the obligation to grant or issue any interest in PREMIER Common Stock, BANC ONE Common Stock or the common stock of the surviving corporation to any person under the PREMIER Rights Plan or enabling or allowing any right associated with the PREMIER Rights Plan to be exercised, distributed or triggered. It is a condition to BANC ONE's and PAC's obligations to consummate the Merger that per share earnings reported by PREMIER average $0.45 per quarter from and including the second calendar quarter of 1995 through the calendar quarter ended immediately prior to the Effective Time (or if the Effective Time occurs within 20 days following the close of a calendar quarter, then the next preceding calendar quarter). To determine if this earnings test is met, PREMIER's reported earnings per share are adjusted to add back, net of any related income tax, investment banking expenses and outside legal and accounting fees and expenses associated with the Merger and losses on sales of assets outside the ordinary course of business and to deduct, net of any related income tax, any gains on sales of assets outside the ordinary course of business. Earnings per share reported by PREMIER for the quarter ended June 30, 1995 were $0.57, and no deductions were required pursuant to the earnings test. It is a condition to PREMIER's obligation to consummate the Merger that per share earnings reported by BANC ONE average $0.693 per quarter from and including the second calendar quarter of 1995 through the calendar quarter ended immediately prior to the Effective Time (or if the Effective Time occurs within 20 days following the close of a calendar quarter, then the next preceding calendar quarter). To determine if this earnings test is met, BANC ONE's reported earnings per share are adjusted to eliminate the effect of any changes in accounting principles required to be adopted by BANC ONE by any regulatory authority or under generally accepted accounting principles. Earnings per share reported by BANC ONE for the quarter ended June 30, 1995 were $0.77, and no adjustments were required pursuant to the earnings test. On June 7, 1995 PREMIER entered into an acquisition agreement with HNB Corporation and its subsidiary Homer National Bank of Claiborne Parish providing for their acquisition by PREMIER for a purchase price consisting of PREMIER Common Stock and cash. The acquisition agreement terminates if the acquisition is not consummated by December 31, 1995. It is a condition to BANC ONE's obligation to consummate the Merger that PREMIER have consummated its acquisition of HNB Corporation or that PREMIER's agreement to purchase HNB Corporation have terminated. Any of the provisions of the Merger Agreement, including the foregoing conditions, may be waived at any time by the party which is, or the shareholders of which are, entitled to the benefits thereof. The Merger Agreement may be amended or modified in whole or in part by a duly authorized written agreement of all the parties. However, after the shareholders of PREMIER have approved the Merger Agreement, PREMIER may only amend or modify the Merger Agreement if, in the opinion of PREMIER's Board of Directors, such amendment or modification will not have any material adverse effect on the benefits intended under the Merger Agreement for the shareholders of PREMIER, will not violate Section 112H(2) of the Louisiana Law and will not require resolicitation of any proxies from such shareholders. The Merger Agreement may be terminated at any time prior to the Effective Time of the Merger, whether before or after approval by the shareholders of PREMIER, by written notice from BANC ONE to PREMIER, or from PREMIER to BANC ONE, as the case may be, upon the occurrence of any of the following: (i) if any material condition to either party's obligations under the Merger Agreement is not substantially satisfied or waived at the time or times contemplated thereby (each party's right to terminate under this clause (i) relates only to conditions to that party's obligations); (ii) in the event of a material breach by a party of any representation, warranty, condition or agreement contained in the Merger Agreement that is not cured within 30 days of the time that written notice of such breach is received by such party from the other party; or (iii) if the 27 Merger shall not have been consummated on or before July 1, 1996. The Merger Agreement also may be terminated, and the Merger thereby abandoned (whether before or after approval of the merger by the shareholder of PAC or by PREMIER's shareholders), by the mutual written consent of the Boards of Directors of PREMIER, BANC ONE and PAC at any time prior to the Effective Time of the Merger. If the Merger Agreement is terminated otherwise than by a willful breach of any party to the Merger Agreement, PREMIER, BANC ONE and PAC will each pay all of its own expenses incurred incident to such transaction, except for printing expenses and expenses associated with obtaining the tax opinion referred to under the caption "MERGER--Federal Income Tax Consequences," which will be paid by BANC ONE. If for any reason the Merger Agreement is terminated or the Merger does not, pursuant to the Merger Agreement, become effective, the existing agreements with BANC ONE shall remain in full force and effect without modification or amendment and the parties thereto shall have the rights and obligations set forth therein. See " MERGER--Background of the Merger; Existing Agreements with BANC ONE." FEDERAL INCOME TAX CONSEQUENCES The following is a summary of certain material United States Federal income tax consequences of the Merger, including certain consequences to holders of PREMIER Common Stock who are citizens or residents of the United States and who hold their shares as capital assets. It does not discuss all tax consequences that may be relevant to PREMIER shareholders subject to special Federal income tax treatment (such as insurance companies, dealers in securities, certain retirement plans, financial institutions, tax exempt organizations or foreign persons) or to PREMIER shareholders who acquired their shares of PREMIER Common Stock pursuant to the exercise of employee stock options or otherwise as compensation. The summary does not address the state, local or foreign tax consequences of the Merger, if any. Pursuant to the terms of the Merger Agreement, PREMIER and BANC ONE have received the opinion of Coopers & Lybrand L.L.P. to the effect that, based upon the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), the regulations thereunder and rulings issued by the Internal Revenue Service in transactions similar to those contemplated by the Merger Agreement and assuming the Merger occurs in accordance with the Merger Agreement and conditioned on the accuracy of certain representations made by PREMIER, PAC and BANC ONE, for Federal income tax purposes: (1) The Merger will constitute a reorganization within the meaning of Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Internal Revenue Code; (2) No gain or loss will be recognized by PREMIER, PAC or BANC ONE as a consequence of the transactions contemplated by the Merger Agreement; (3) No gain or loss will be recognized to the shareholders of PREMIER on the exchange of their shares of PREMIER Common Stock for shares of BANC ONE Common Stock, except as described below with respect to cash received for fractional share interests to which they may be entitled or pursuant to the exercise of statutory dissenters' rights; (4) The Federal income tax basis of the BANC ONE Common Stock to be received by holders of PREMIER Common Stock for their shares of PREMIER Common Stock will be the same as the Federal income tax basis of the PREMIER Common Stock surrendered in exchange therefor (reduced by any amount allocated to fractional share interests for which cash is received); and (5) The holding period of the BANC ONE Common Stock received by a holder of PREMIER Common Stock will include the period during which the PREMIER Common Stock exchanged therefor was held, provided the exchanged PREMIER Common Stock was held as a capital asset by such holder on the date of the exchange. 28 A PREMIER shareholder who receives cash in lieu of a fractional share interest in BANC ONE Common Stock will be treated as having received the cash in redemption of the fractional share interest. The receipt of cash in lieu of a fractional share interest should generally result in capital gain or loss to the holder equal to the difference between the amount of cash received and the portion of the holder's Federal income tax basis in the PREMIER Common Stock allocable to the fractional share interest. Such capital gain or loss will be long-term capital gain or loss if the holder's holding period for the BANC ONE Common Stock received, determined as set forth above, is longer than one year. A dissenting shareholder who receives cash in exchange for shares of PREMIER Common Stock will be treated as having received the cash as a distribution in redemption of such shareholder's PREMIER Common Stock and will recognize capital gain or loss equal to the difference between the amount of cash received and the holder's Federal income tax basis in the shares. Such capital gain or loss will be long-term capital gain or loss if the holder has held the shares for more than one year as of the Effective Time. THE INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND IS BASED ON THE INTERNAL REVENUE CODE (AND AUTHORITIES THEREUNDER) AS IN EFFECT ON THE DATE OF THIS PROSPECTUS AND PROXY STATEMENT, WITHOUT CONSIDERATION OF THE PARTICULAR FACTS OR CIRCUMSTANCES OF ANY SHAREHOLDER. SHAREHOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER IN THEIR PARTICULAR SITUATIONS, AS WELL AS CONSEQUENCES UNDER ANY APPLICABLE STATE, LOCAL OR FOREIGN TAX LAWS. CONVERSION OF SHARES AND EXCHANGE OF CERTIFICATES Upon consummation of the Merger, the outstanding shares of PREMIER Common Stock (together with any and all Rights issued pursuant to the PREMIER Rights Plan) will be converted into shares of BANC ONE Common Stock at the Exchange Rate. Except in the event that PREMIER or BANC ONE shall declare a stock dividend or distribution upon or subdivide, split up, reclassify or combine their respective Common Stock or declare a dividend, or make a distribution, on their respective Common Stock in any security convertible into such Common Stock prior to the time the Merger becomes effective, no further adjustments will be made in the Exchange Rate. However, in the event of such a transaction, appropriate adjustment will be made in the Exchange Rate. As soon as practicable after the Merger becomes effective, instructions and forms will be furnished to the shareholders of PREMIER for use in exchanging their certificates representing shares of PREMIER Common Stock and Rights issued pursuant to the PREMIER Rights Plan for certificates of BANC ONE Common Stock. If any certificate for shares of BANC ONE Common Stock is to be issued in a name other than that in which the certificate for shares of PREMIER Common Stock surrendered for exchange is registered, the certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer and the person requesting such exchange must pay to BANC ONE or its transfer agent any applicable transfer or other taxes required by reason of the issuance of the certificate. Until so surrendered, certificates formerly representing shares of PREMIER Common Stock and Rights issued pursuant to the PREMIER Rights Plan will be deemed for all purposes to evidence ownership of the number of shares of BANC ONE Common Stock into which such shares have been converted. Dividends and other distributions, if any, that become payable on BANC ONE Common Stock pending exchange of certificates representing shares of PREMIER Common Stock and Rights issued pursuant to the PREMIER Rights Plan will be retained by BANC ONE until surrender of such certificates, at which time such dividends and distributions will be paid, without interest. In addition, after the Effective Time the holders of certificates formerly representing shares of PREMIER Common Stock and Rights issued pursuant to the PREMIER Rights Plan shall cease to have rights with respect to such shares and to any related Rights (except such rights, if any, as holders of certificates representing PREMIER Common Stock may have as dissenting shareholders), and, except as 29 aforesaid, their sole right shall be to exchange such certificates for shares of BANC ONE Common Stock and any fractional share payment in accordance with the Merger Agreement. FRACTIONAL SHARES No fractional shares of BANC ONE Common Stock will be exchanged for shares of PREMIER Common Stock. In lieu thereof, each shareholder of PREMIER having a fractional interest resulting from the exchange of PREMIER Common Stock for BANC ONE Common Stock will be paid by BANC ONE an amount in cash equal to the value of such fractional interest based upon the average of the closing prices of BANC ONE Common Stock on the NYSE during the Valuation Period (as defined below) as reported in The Wall Street Journal for NYSE Composite Transactions. As used herein, "Valuation Period" means the ten consecutive NYSE trading days ending on the eighth NYSE trading day immediately prior to the Closing Date. INTERESTS OF CERTAIN PERSONS IN THE MERGER Certain members of PREMIER's management and certain members of the PREMIER Board of Directors may be deemed to have interests in the Merger in addition to their interests, if any, as shareholders of PREMIER generally. Severance Agreements. There are currently in effect contracts between PREMIER and 14 of its officers, including G. Lee Griffin, F. Walker Lockett, Jr., R. Neil Williams, H. Brooks McElveen and Michael O Bertolet, providing for certain benefits in the event of any "change in control" of PREMIER or Premier Bank, as defined in the contracts. Consummation of the Merger will constitute a "change in control" for purposes of the severance contracts. The contracts require payment of a severance benefit equivalent to up to three times, and in the case of Mr. Lockett up to five times, the officer's salary and bonus earned in the year prior to the change in control if the officer's employment is terminated without cause, as defined in the contract, or is terminated by the officer for certain specified reasons, within the four-year period (or in the case of the contract with Mr. Lockett, at any time) following the change in control. The officer may also be entitled to receive, after the date of such termination, benefits under PREMIER's life insurance, health insurance and pension plans in which he participated prior to the change in control or the value thereof payable in a lump sum. With the exception of Mr. Lockett, the benefits payable to any person may not exceed the amount allowable to PREMIER as a deduction for federal tax purposes under applicable law. The difference in terms in Mr. Lockett's contract arose out of commitments to Mr. Lockett made at the time of his employment in 1987. Assuming the Merger were consummated by December 31, 1995 and assuming that Messrs. Griffin, Lockett, Williams, McElveen and Bertolet were terminated without cause or terminated their employment for certain reasons specified in the contracts at the Effective Time, Messrs. Griffin, Lockett, Williams, McElveen and Bertolet would be entitled to severance benefit payments under the severance contracts of approximately $1,424,000, $2,471,000, $827,000, $745,000 and $734,000, respectively. Indemnification and Insurance. The Merger Agreement provides that BANC ONE shall insure that all rights to indemnification and defense and all limitations of liability existing in favor of any person who was or is, or who becomes prior to the Effective Time, a director, officer, employee, fiduciary or agent of PREMIER or any of its subsidiaries (an "Indemnified Party"), as provided in PREMIER's Articles and Bylaws and similar governing documents of any of its subsidiaries, as in effect as of February 20, 1991, or as otherwise provided for or allowed by applicable law as in effect as of July 19, 1995 or as such law is amended prior to the Effective Time, with respect to claims or liabilities arising from facts or events existing or occurring prior to the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of ten years from the Effective Time. The Merger Agreement further provides that, in the event of any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, or pertaining to, the Merger Agreement or any of the transactions contemplated thereby, BANC ONE will, subject to the 30 conditions set forth in the Merger Agreement, indemnify any Indemnified Party against any and all losses, claims, damages, liabilities, costs, expenses (including attorneys' fees and expenses), judgments and fines, and amounts paid in settlement, in connection with any such threatened or actual claim, action, suit, proceeding or investigation. PREMIER and Premier Bank have provided indemnification contracts to their directors and executive officers, as well as certain advisory directors and officers of Premier Bank, pursuant to which PREMIER or Premier Bank would indemnify each such person to the full extent permitted by law in connection with pending or threatened actions against such person or in which such person is involved as a witness, if such actions are based on the fact that such person is or was a director or officer of PREMIER or Premier Bank or any of their subsidiaries, a fiduciary with respect to any employee benefit plan of PREMIER or Premier Bank or a director, officer, employee or agent of another entity if such position was held at the request of PREMIER or Premier Bank. PREMIER and its subsidiaries maintain in effect policies providing insurance coverage for their directors and officers. Pursuant to the Merger Agreement, PREMIER and its subsidiaries may not renew or obtain any new such insurance for any period after the Effective Time for events occurring before or after the Effective Time; provided, however, that PREMIER may (i) renew, extend or replace existing policies in the ordinary course consistent with past practices for periods of not greater than one year and (ii) acquire a policy which provides coverage through December 31, 1997 for those directors, officers and/or employees of PREMIER and/or its subsidiaries who are presently provided coverage by policies obtained by PREMIER with respect to (x) events related to the Merger Agreement and the events contemplated thereby and (y) claims and/or causes of action arising from or related to events which occurred prior to the Closing Date. RESALES BY AFFILIATES The shares of BANC ONE Common Stock issuable to PREMIER shareholders upon consummation of the Merger have been registered under the Securities Act, but such registration does not cover resales by any person who, directly or indirectly, controls, or is controlled by, or is under common control with PREMIER at the time the Merger Agreement is submitted for approval by a vote of the PREMIER shareholders ("Affiliates"). BANC ONE Common Stock received and beneficially owned by those PREMIER shareholders who are deemed to be Affiliates may be resold without registration as provided for by Rule 145 under the Securities Act, or as otherwise permitted. Each Affiliate who desires to resell the BANC ONE Common Stock received in the Merger must sell such BANC ONE Common Stock either (i) pursuant to an effective registration statement under the Securities Act, (ii) in accordance with the applicable provisions of Rule 145 under the Securities Act or (iii) in a transaction which, in the opinion of counsel for such Affiliate or as described in a "no- action" or interpretive letter from the Staff of the Commission, in each case reasonably satisfactory in form and substance to BANC ONE, is exempt from the registration requirements of the Securities Act. Rule 145(d) requires that persons deemed to be Affiliates resell their BANC ONE Common Stock pursuant to certain of the requirements of Rule 144 under the Securities Act if such BANC ONE Common Stock is sold within the first two years after the receipt thereof. After two years, if such person is not an affiliate of BANC ONE and BANC ONE is current in the filing of its periodic securities law reports, a former Affiliate of PREMIER may freely resell the BANC ONE Common Stock received in the Merger without limitation. After three years from the issuance of the BANC ONE Common Stock, if such person is not an affiliate of BANC ONE at the time of sale or for at least three months prior to such sale, such person may freely resell such BANC ONE Common Stock, without limitation, regardless of the status of BANC ONE's periodic securities law reports. PREMIER has agreed to use reasonable best efforts to cause each person who is at the Effective Time or was, at the time of the Special Meeting, an Affiliate to execute and deliver to BANC ONE a written undertaking to the effect that no sale will be made of any shares of BANC ONE Common Stock received in the Merger by such Affiliate except in accordance with the Securities Act. The certificates of BANC ONE Common Stock 31 issued to Affiliates of PREMIER in the Merger may contain an appropriate restrictive legend, and appropriate stop transfer orders may be given to the transfer agent for such certificates. ACCOUNTING TREATMENT BANC ONE expects to account for the acquisition of PREMIER as a purchase under generally accepted accounting principles. Accordingly, all of the assets and liabilities of PREMIER would be recorded in BANC ONE's consolidated financial statements at their fair value at the Effective Time, and the amount, if any, by which the purchase price paid by BANC ONE exceeds the fair value of the assets acquired by BANC ONE through the Merger would be recorded as goodwill. BANC ONE's consolidated financial statements would include the operations of PREMIER after the Effective Time. COMPARATIVE RIGHTS OF SHAREHOLDERS DESCRIPTION OF BANC ONE STOCK General. The authorized capital stock of BANC ONE consists of 600,000,000 shares of BANC ONE Common Stock and 35,000,000 shares of Preferred Stock, without par value ("Preferred Stock"), divided into 10,000,000 shares of Class A Preferred Stock, 1,000,000 shares of Class B Convertible Preferred Stock ("Class B Preferred Stock") and 24,000,000 shares of Class C Preferred Stock of which the Series C $3.50 Cumulative Convertible Preferred Stock, consisting of 5,000,000 authorized shares, has been designated ("Class C Preferred Stock"). As of June 30, 1995, there were issued and outstanding 4,997,499 shares of Class C Preferred Stock and there were issued 410,290,638 shares of BANC ONE Common Stock (including 18,000,000 shares of treasury stock). The following summary of the terms of BANC ONE's capital stock does not purport to be complete and is qualified in its entirety by reference to the applicable provisions of Ohio Law and BANC ONE's Articles. Common Stock. Holders of BANC ONE Common Stock are entitled to receive dividends out of funds legally available therefor as and if declared by the BANC ONE Board of Directors, provided that, so long as any shares of Preferred Stock are outstanding, no dividends (other than dividends payable in BANC ONE Common Stock) or other distributions (including redemptions and purchases) may be made with respect to the BANC ONE Common Stock unless full cumulative dividends on the shares of Preferred Stock have been paid. Holders of shares of BANC ONE Common Stock are entitled to one vote for each share for the election of directors and on all other matters. Holders of BANC ONE Common Stock vote together as a class with holders of Class A Preferred Stock and Class B Preferred Stock. Generally, holders of Class C Preferred Stock have no voting rights. The issued and outstanding shares of BANC ONE Common Stock are fully paid and nonassessable. The holders of BANC ONE Common Stock are not entitled to preemptive rights or conversion or redemption rights. The holders of BANC ONE Common Stock do not have cumulative voting rights in the election of directors. In the event of the voluntary or involuntary dissolution, liquidation or winding up of BANC ONE, holders of BANC ONE Common Stock will be entitled to receive, pro rata, after satisfaction in full of the prior rights of creditors (including holders of BANC ONE's indebtedness) and holders of Preferred Stock, all the remaining assets of BANC ONE available for distribution. Preferred Stock. BANC ONE's Board of Directors has the authority to issue shares of Class A and Class C Preferred Stock in one or more series and to fix the designations, number of shares, dividends, redemption rights, sinking fund requirements, liquidation prices, conversion rights and other rights, qualifications, limitations or restrictions thereon (except voting rights) as the BANC ONE Board of Directors may from time to time be permitted by law to fix or change. 32 Currently, no shares of Preferred Stock except shares of Class C Preferred Stock are outstanding. Holders of Class C Preferred Stock are entitled to receive out of funds legally available therefor cumulative cash dividends at the annual rate of $3.50 per share payable quarterly on the last day of March, June, September and December in each year. If full cumulative dividends on outstanding shares of Class C Preferred Stock have not been paid, no dividends may be declared or paid on, and no amounts may be set aside or applied to the redemption or purchase of, any shares of BANC ONE Common Stock or any other shares of capital stock of BANC ONE ranking junior to shares of Class C Preferred Stock. Upon the voluntary or involuntary dissolution, liquidation or winding up of BANC ONE, holders of Class C Preferred Stock are entitled to receive a preferential distribution of $50 per share plus accrued and unpaid dividends, if any. The Class C Preferred Stock ranks on a parity as to payment of dividends and with respect to distributions upon liquidation with the Class B Preferred Stock. Generally, holders of shares of Class C Preferred Stock have no voting rights. However, the approval of a majority of the outstanding shares of Class C Preferred Stock voting together as a class is required in order to amend BANC ONE's Articles to affect adversely the rights of the holders of the Class C Preferred Stock or to take any action that would result in the creation of or an increase in the number of authorized shares senior or superior with respect to dividends or upon liquidation to the Class C Preferred Stock. Holders of Class C Preferred Stock also have the right to elect two additional directors during any period in which dividends on Class C Preferred Stock are cumulatively in arrears in the amount of six or more full quarterly dividends. At the option of the holder of any shares of Class C Preferred Stock, such shares may be converted into shares of BANC ONE Common Stock at the conversion rate then in effect. The present conversion rate is 1.75362 shares of BANC ONE Common Stock for each share of Class C Preferred Stock and is subject to adjustment for stock dividends, subdivisions, splits and combinations and for any distribution of rights or warrants to purchase BANC ONE Common Stock at a price per share less than the BANC ONE Common Stock's then-current market value. The issued shares of Class C Preferred Stock may be redeemed, in whole or in part, by BANC ONE at its election at any time after April 15, 1995, at a redemption price of $52.10 per share during the period from April 15, 1995, to but not including March 31, 1996, and thereafter at the redemption prices during the 12-month periods beginning on March 31 of the years shown below, plus accrued and unpaid dividends, if any.
YEAR REDEMPTION PRICE ---- ---------------- 1996..................................................... $51.75 1997..................................................... $51.40 1998..................................................... $51.05 1999..................................................... $50.70 2000..................................................... $50.35 2001 and thereafter...................................... $50.00
The Class C Preferred Stock is not subject to the operation of a sinking fund. Special Voting Requirements for Certain Transactions. Under Ohio Law, a merger or consolidation by an Ohio corporation generally requires the affirmative vote of shares representing at least two-thirds of the shareholder voting power of the corporation, unless the corporation's articles of incorporation provide for approval by a different proportion not less than a majority. BANC ONE's Articles generally require only approval of a majority of the outstanding shares for such transactions. Article Eleventh of BANC ONE's Articles incorporates, to a large extent, the provisions of the Ohio control share acquisition statute (the "Ohio Control Share Statute"), as set forth in Section 1701.831 of the Ohio Revised Code. Article Eleventh sets forth procedures for obtaining shareholder consent of "control share acquisitions" subject to the right of the Board of Directors to screen out proposals that do not meet certain standards set forth in Article Eleventh. Article Eleventh defines a "control share acquisition" as any acquisition, 33 directly or indirectly, of shares of BANC ONE which, when added to all other shares of BANC ONE owned or controlled by the acquiror, would entitle the acquiror, alone or with others, to exercise or direct the exercise of voting power in BANC ONE in the election of directors within any of the following ranges of voting power: (i) one-fifth or more but less than one-third; (ii) one-third or more but less than a majority; and (iii) a majority or more. A bank, broker, nominee, trustee or other person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing Article Eleventh shall be deemed to have voting power only of shares in respect of which such person would be able to exercise or direct the exercise of votes without further instruction from others at a meeting of shareholders called under Article Eleventh. A control share acquisition which meets certain criteria set forth in Article Eleventh as determined by the Board of Directors must be presented to a meeting of the shareholders of BANC ONE and approved by the affirmative vote of both (a) a majority of the voting power represented at the meeting and (b) a majority of that portion of such voting power excluding any "interested shares"; that is, those shares held by the acquiring person, executive officers of BANC ONE and employees of BANC ONE who are also directors. Article Eleventh may be amended by a vote of 85% of the votes entitled to be cast by all holders of voting stock. BANC ONE's Articles also include a "fair price" provision that is designed to provide reasonable assurances to shareholders that in the event any shareholder or group of shareholders acquires 20% or more of BANC ONE's voting stock (the "Acquiror") and then seeks to acquire all or part of the remaining voting stock through a merger or other transaction which would force a change or termination of the other shareholders' ownership interests (a "Business Combination"), such other shareholders must receive consideration at least equivalent to the highest price paid by the Acquiror in acquiring its 20% stock interest, unless the Business Combination is approved either (i) by a majority of directors who are unrelated to the Acquiror or (ii) by the affirmative vote of 75% of all the votes entitled to be cast by all holders of voting stock and 67% of the votes entitled to be cast by all holders of voting stock held by shareholders other than the Acquiror ("Special Shareholder Vote"). This provision operates by requiring that after an Acquiror emerges, any Business Combination which has the effect of requiring shareholders to surrender their shares must satisfy one of the following conditions: (i) Fair Consideration to Shareholders. The terms of the Business Combination must provide for payment of consideration which is at least equivalent to the highest price paid to other shareholders by the Acquiror in acquiring its 20% stock position and must be approved by shareholders as otherwise required by applicable law; or (ii) Unrelated Director Approval. The Business Combination must be approved as fair to shareholders by a majority of the directors who are not affiliated with the Acquiror and who were directors before the Acquiror acquired its 20% stock position or who were nominated or elected to succeed such directors by the other unaffiliated directors ("Unrelated Directors") and must be approved by shareholders as otherwise required by applicable law; or (iii) Special Shareholder Vote. The Business Combination must be approved by a Special Shareholder Vote. Article Tenth of BANC ONE's Articles, which contains this provision, may be amended only by a vote of 85% of the votes entitled to be cast by all holders of voting stock, unless the amendment is approved unanimously by the Unrelated Directors, in which case only majority shareholder approval would be required. Chapter 1704 of the Ohio Revised Code (the "Ohio Statute") is similar to the "fair price" provision contained in BANC ONE's Articles. The Ohio Statute prohibits an "Issuing Public Corporation" from engaging in a "Chapter 1704 Transaction" with an "Interested Shareholder" for a period of three years following the date on which the person becomes an Interested Shareholder unless, prior to such date, the directors of the Issuing Public Corporation approve either the Chapter 1704 Transaction or the acquisition of shares pursuant to which such person became an Interested Shareholder. After the initial three-year moratorium has expired, an Issuing Public Corporation may engage in a Chapter 1704 Transaction if (i) the acquisition of shares pursuant to 34 which the person became an Interested Shareholder received the prior approval of the board of directors of the Issuing Public Corporation, (ii) the Chapter 1704 Transaction is approved by the affirmative vote of the holders of shares representing at least two-thirds of the voting power of the Issuing Public Corporation and by the holders of at least a majority of voting shares which are not beneficially owned by an Interested Shareholder or an affiliate or associate of an Interested Shareholder or (iii) the Chapter 1704 Transaction meets certain statutory tests designed to ensure that it be economically fair to all shareholders. For this purpose, an "Issuing Public Corporation" is any Ohio corporation with 50 or more shareholders that has its principal place of business, principal executive offices or substantial assets within the State of Ohio. BANC ONE currently is an Issuing Public Corporation. An "Interested Shareholder" is any person who is the beneficial owner of a sufficient number of shares to allow such person, directly or indirectly, alone or with others, including affiliates and associates, to exercise or direct the exercise of 10% of the voting power of the Issuing Public Corporation. A "Chapter 1704 Transaction" includes any merger, consolidation, combination or majority share acquisition between or involving an Issuing Public Corporation and an Interested Shareholder or an affiliate or associate of an Interested Shareholder. A Chapter 1704 Transaction also includes certain transfers of property, dividends and issuance or transfers of shares, from or by an Issuing Public Corporation or a subsidiary of an Issuing Public Corporation to, with or for the benefit of an Interested Shareholder or an affiliate or associate of an Interested Shareholder unless such transaction is in the ordinary course of business of the Issuing Public Corporation on terms no more favorable to the Interested Shareholder than those acceptable to third parties as demonstrated by contemporaneous transactions. Finally, Chapter 1704 Transactions include certain transactions which (i) increase the proportionate share ownership of an Interested Shareholder, (ii) result in the adoption of a plan or proposal for the dissolution, winding up of the affairs or liquidation of the Issuing Public Corporation if such plan is proposed by or on behalf of the Interested Shareholder or (iii) pledge or extend the credit or financial resources of the Issuing Public Corporation to or for the benefit of the Interested Shareholder. COMPARISON OF BANC ONE COMMON STOCK AND PREMIER COMMON STOCK The rights of BANC ONE shareholders are governed by BANC ONE's Articles and Code of Regulations and the applicable provisions of Ohio Law, while the rights of PREMIER shareholders are governed by PREMIER's Articles of Incorporation ("PREMIER's Articles") and Bylaws and the applicable provisions of Louisiana Law. If the shareholders of PREMIER approve the Merger Agreement and the Merger is subsequently consummated, holders of PREMIER Common Stock will become holders of BANC ONE Common Stock. The following comparison of the rights of holders of BANC ONE Common Stock and PREMIER Common Stock is based on current terms of the governing documents of the respective companies and on the current provisions of applicable state law. The rights of holders of PREMIER Common Stock and holders of BANC ONE Common Stock are similar in several respects: each shareholder is entitled to one vote for each share held on all matters submitted to a vote of shareholders and neither is entitled to cumulative voting rights in connection with the election of directors, each shareholder is entitled to receive pro rata any assets distributed to shareholders upon liquidation, dissolution or winding up of the affairs of the company (after all creditors have been satisfied and requisite preferential amounts are paid to the holders of outstanding preferred stock), and shareholders are not entitled to preemptive rights to subscribe for or purchase any stock or other securities in proportion to their respective holdings upon the offering or sale by BANC ONE or PREMIER of such securities to others. Although it is impracticable to note all the differences between Ohio Law and Louisiana Law generally and all of the differences between the applicable governing documents of BANC ONE and PREMIER, the following is intended to be a summary of certain significant differences between the rights of holders of BANC ONE Common Stock and the rights of holders of PREMIER Common Stock. Dividends. Under Ohio Law, dividends may be paid out of surplus, including both earned surplus and capital surplus, in cash, property or shares of the corporation, provided that such dividend payments are not in violation of the rights of any other class of securities and are not made when the corporation is insolvent or there is reasonable ground to believe that by such payment it will be rendered insolvent. Louisiana Law with respect 35 to the payment of dividends is substantially the same, except that a Louisiana corporation is permitted to pay dividends, notwithstanding the absence of surplus, out of its net profits for the then current year, the preceding fiscal year or both, unless at the time, or as a result of such dividends, liabilities exceed assets or the net assets are less than the amount payable upon liquidation to any class of securities with a preferential right to participate in assets in the event of liquidation. The payment of dividends by bank holding companies also is subject to certain regulatory constraints. Dissenters' Rights. Under Ohio Law, the shareholders of an Ohio corporation that is being merged into a surviving or new corporation, and the shareholders of an Ohio corporation that is the surviving corporation of a merger on which such shareholders are entitled to vote, have the right to dissent from the merger and, if certain procedural requirements are satisfied, to receive, in lieu of the merger consideration, a payment equal to the fair cash value of such shareholders' shares as of the day preceding the shareholder vote. Shareholders of an Ohio Corporation are also entitled to exercise dissenters' rights in connection with the lease, sale, exchange, transfer or other disposition of all or substantially all of the assets of such corporation and in connection with certain amendments to such corporation's articles of incorporation. Louisiana Law with respect to dissenters' rights upon a merger and upon the sale or other disposition of all of a corporation's assets is substantially the same, except that dissenters' rights are not available if either (i) the shares entitled to be voted are listed on a national securities exchange or designated as a national market system security on an inter-dealer quotation system by the National Association of Securities Dealers (unless the articles of incorporation of the corporation provide otherwise) and such shares are converted by the merger solely into shares of the surviving or new corporation or (ii) the transaction is approved by at least 80% of the total voting power entitled to vote thereon. Louisiana Law does not provide for dissenters' rights in connection with amendments to a Louisiana corporation's articles of incorporation. See "VOTING AND MANAGEMENT INFORMATION--Rights of Dissenting Shareholders." Directors. PREMIER's Board of Directors is divided into three classes, as nearly equal in number as possible, with members of each class elected to serve for three years, and with one class being elected each year. BANC ONE does not have a classified board, with the result that directors serve for one year terms and the entire BANC ONE Board of Directors is elected annually. To qualify for election to BANC ONE's Board of Directors, an individual must own a substantial number of shares of BANC ONE's capital stock, and must not also serve as a director or officer of or in any other management relationship for any financial institution that is in competition with BANC ONE or any of its subsidiaries. Neither Louisiana Law nor PREMIER's governing documents impose any similar requirements on PREMIER directors. Any PREMIER director may be removed from office without cause only by the affirmative vote of at least 80% of the total voting power of PREMIER. Directors of BANC ONE may be removed, with or without cause, by the affirmative vote of a majority of the voting power present at a meeting of BANC ONE shareholders. Supermajority and Fair Price Provisions. PREMIER's Articles do not contain a provision similar to the provision of BANC ONE's Articles relating to control share acquisitions. However, Louisiana Law contains a control share acquisition statute similar to that under Ohio Law which is substantially replicated in BANC ONE's Articles. See "COMPARATIVE RIGHTS OF SHAREHOLDERS-- Description of BANC ONE Stock--Special Voting Requirements for Certain Transactions." A merger under either Ohio Law or Louisiana Law pursuant to an agreement to which the corporation being acquired is a party, such as the Merger, is not subject to the control share acquisition provision included in BANC ONE's Articles or to the Ohio or Louisiana control share acquisition statutes. Like BANC ONE's Articles, PREMIER's Articles contain supermajority vote and fair price provisions for business combinations. However, PREMIER's provisions are triggered if any shareholder or group of shareholders acquires 10% or more of PREMIER's outstanding capital stock (a "Related Person") entitled to vote on certain business combinations, rather than 20% in the case of BANC ONE, and the supermajority vote that may be required to approve the business combination or amend the provisions is 80% of the total voting power of PREMIER, rather than, in the case of BANC ONE, both (i) 75% of the total voting power voting as a class and (ii) 67% of the total voting power other than voting power held by the Related Person. See "--Amendment of Governing Documents." Louisiana Law imposes a fair price requirement that is similar to the fair price provisions contained in PREMIER's Articles. 36 In addition to being subject to the laws of Louisiana and Ohio, respectively, PREMIER and BANC ONE, as bank holding companies, are subject to various provisions of federal law with respect to mergers, consolidations and certain other corporate transactions. Evaluation of Tender Offers and Business Combinations. PREMIER's Articles require the PREMIER Board of Directors, when evaluating a tender offer or an offer to make a tender offer or exchange offer or to effect a business combination, to consider certain enumerated factors in exercising its judgment in determining what is in the best interest of PREMIER and its shareholders. For this purpose, the PREMIER Board of Directors must consider, among other things, not only the consideration being offered in relation to the then current market price of PREMIER's outstanding capital stock, but also the market price for PREMIER's outstanding capital stock over a period of years, the estimated price that might be achieved in a negotiated sale of PREMIER as a whole or in part or through orderly liquidation, the premiums over market price for the securities of other corporations in similar transactions, current political, economic and other factors bearing on securities prices and PREMIER's financial condition and future prospects. The PREMIER Board of Directors is also required to evaluate the business, financial condition and earnings prospects of the acquiring party or parties, and the possible effect of such conditions upon PREMIER and its subsidiaries and the communities in which PREMIER and its subsidiaries do business, and the competence, experience and integrity of the acquiring party or parties and its or their management. Finally, the PREMIER Board of Directors must consider the social and economic effects of the transaction on PREMIER and its subsidiaries, employees, depositors, loan and other customers, creditors and the communities in which PREMIER and its subsidiaries do business. Louisiana Law contains a provision permitting directors of a Louisiana corporation to consider similar factors. Ohio Law includes a provision which permits directors, in determining whether any matter is in the best interests of the corporation, to take into consideration the interests of the corporation's employees, suppliers, creditors and customers, the economy of the state and the nation, community and societal considerations and the long-term and short-term interests of the corporation and its shareholders, including the possibility that such interests may be best served by the continued independence of the corporation. Amendment of Governing Documents. Generally, the affirmative vote of the holders of 80% of the total voting power is required to amend any provision of PREMIER's Articles unless a majority of the PREMIER Board of Directors has recommended such amendment at a time when there is no Related Person, or a majority of the unrelated directors has recommended such amendment at a time when there is a Related Person, in which case the affirmative vote of the holders of at least a majority of the voting power present at a shareholders' meeting is required to amend PREMIER's Articles. BANC ONE's Articles may be amended by the affirmative vote of the holders of a majority of the voting power of BANC ONE, except that amendments to the "control share acquisition" and "fair price" provisions require the affirmative vote of 85% of the total voting power. See "COMPARATIVE RIGHTS OF SHAREHOLDERS--Description of BANC ONE Capital Stock--Special Voting Requirements for Certain Transactions." The Premier Bylaws may be amended from time to time by the affirmative vote of two-thirds of PREMIER's entire Board of Directors and by a majority of the unrelated directors or by the affirmative vote of the holders of 80% of the total voting power. The Code of Regulations of BANC ONE may only be amended by the affirmative vote of a majority of the voting power represented by the outstanding voting stock of BANC ONE present in person or by proxy at an annual or special meeting called for such purpose. Rights Agreement. PREMIER has adopted a Rights Agreement pursuant to which PREMIER has issued one Right for each outstanding share of PREMIER Common Stock and has authorized the issuance of one Right with respect to each share of PREMIER Common Stock issued after January 18, 1989 and before the Distribution Date (as defined below). Each Right entitles the registered holder to purchase from PREMIER on or after the Distribution Date one share of PREMIER Common Stock at a price of $18.18 per share (the "Purchase Price"). The "Distribution Date" occurs on the earlier of the close of business on the tenth day after (i) the date of a public announcement that any person or group of affiliated or associated persons has acquired or obtained the right to acquire beneficial ownership of 20% or more of the outstanding shares of PREMIER Common Stock 37 without the prior written approval of a majority of the Board of Directors (an "Acquiring Person") or such earlier date as the PREMIER Board of Directors becomes aware of the existence of an Acquiring Person and (ii) the date of commencement of, or public announcement of an intention to commence, a tender or exchange offer by any person without the approval of the PREMIER Board of Directors, upon the consummation of which such person or group of affiliated or associated persons would own 30% or more of the outstanding shares of PREMIER Common Stock. The Rights Agreement provides that if (i) any person or group becomes an Acquiring Person (other than pursuant to an all-cash tender offer for all of the outstanding PREMIER Common Stock which increases such Acquiring Person's beneficial ownership to 80% or more of the outstanding shares of PREMIER Common Stock and as to which PREMIER has received an opinion from its investment bankers that the price offered per share is not inadequate), or (ii) during such time as there is an Acquiring Person, there shall occur any transaction involving PREMIER or its subsidiaries which increases by more than 1% the proportionate share of the outstanding shares of any class of equity securities of PREMIER or any of its subsidiaries that is directly or indirectly owned or controlled by the Acquiring Person, then proper provision would be made so that each holder of record of a Right, other than Rights that are or were at any time beneficially owned by an Acquiring Person, will thereafter be entitled to receive, upon payment of the Purchase Price, that number of shares of PREMIER Common Stock having a current market value of two times the Purchase Price. The Rights Agreement further provides that if, on or after the Distribution Date, PREMIER (i) consolidates or merges with any other person and either is not the surviving corporation or, if it is the surviving corporation, any shares of PREMIER Common Stock are exchanged for any other property, or (ii) sells or transfers assets or earning power aggregating more than 50% of the assets or earning power of PREMIER and its subsidiaries, then proper provision shall be made so that each holder of record of a Right, other than Rights that are or were at any time beneficially owned by an Acquiring Person, will thereafter be entitled to receive, upon payment of the Purchase Price, that number of shares of common stock of the acquiring entity having a current market value of two times the Purchase Price. At any time until the earlier of the Distribution Date (subject to extension by the PREMIER Board of Directors) and January 18, 1999, the PREMIER Board of Directors may redeem the Rights in whole, but not in part, at a price of $.01 per Right. At any time prior to the close of business on the Distribution Date, the PREMIER Board of Directors may accelerate the expiration of the Rights so that all Rights that have not been exercised at the close of business on the tenth day following the Distribution Date expire without further action by PREMIER. Because both the Option and the Merger were approved by the PREMIER Board of Directors, BANC ONE is not considered an Acquiring Person under the Rights Agreement. BANC ONE has not implemented the same or any similar arrangement, but could do so without further action of its shareholders. Liability of Officers and Directors. Under both Ohio and Louisiana Law, shareholders are entitled to bring suit, generally in an action on behalf of the corporation, to recover damages caused by breaches of the duty of care and the duty of loyalty owed to a corporation and its shareholders by directors and, to a certain extent, officers. Ohio Law has codified the traditional business judgment rule. Ohio Law provides that the business judgment presumption of good faith may only be overcome by clear and convincing evidence, rather than the preponderance of the evidence standard applicable in most states. Further, Ohio Law provides specific statutory authority for directors to consider, in addition to the interests of the corporation's shareholders, other factors such as the interests of the corporation's employees, suppliers, creditors and customers; the economy of the state and nation; community and societal considerations; the long-term and short-term interests of the corporation and its shareholders; and the possibility that these interests may be best served by the continued independence of the corporation. 38 Louisiana Law permits corporations to include provisions in their articles of incorporation that limit personal liability for monetary damages resulting from breaches of the duty of care, subject to certain exceptions, and both Ohio and Louisiana Law permits corporations to indemnify officers and directors in certain circumstances for their expenses and liabilities incurred in connection with defending pending or threatened suits, as more fully described below. Limitation of Liability. PREMIER's Articles include a provision that eliminates the personal liability of directors and officers to PREMIER and its shareholders for monetary damages resulting from breaches of the duty of care to the fullest extent permitted by Louisiana Law. The provision may be amended or repealed only upon the affirmative vote of at least 80% of the total voting power and no amendment or repeal of this provision will adversely affect the elimination of liability accorded to any director for acts or omissions occurring prior to such amendment or repeal. The PREMIER Articles also authorize its Board of Directors to enter into contracts with directors and officers providing for this limitation of liability. See "--Indemnification and Insurance." Indemnification and Insurance. Under Ohio and Louisiana Law, corporations are permitted, and in some circumstances required, to indemnify, among others, current and prior officers, directors, employees or agents of the corporation for expenses and liabilities incurred by such parties in connection with defending pending or threatened suits instituted against them in their corporate capacities, provided certain specified standards of conduct are determined to have been met. Both Ohio and Louisiana Law further permit corporations to grant indemnification rights more expansive than those permitted by statute and to purchase insurance for indemnifiable parties against any liability asserted against or incurred by such parties in their corporate capacities. In addition, both Ohio and Louisiana Law contain express authorization for corporations to establish trust funds, insurance subsidiaries or other forms of self-insurance for the benefit of its officers, directors, employees and agents. The PREMIER Articles confirm the authority of the PREMIER's Board of Directors to (i) adopt bylaws or resolutions providing for indemnification of directors, officers and other persons to the fullest extent permitted by law, (ii) enter into contracts with directors and officers providing for indemnification to the fullest extent permitted by law and (iii) cause the corporation to exercise its powers to procure directors' and officers' liability insurance. The PREMIER Articles also provide that any amendment or repeal of any bylaw or resolution relating to indemnification will not adversely affect any person's entitlement to indemnification whose claim results from conduct occurring prior to the date of such amendment or repeal. These provisions may be amended or repealed only by the affirmative vote of 80% of the total voting power. The PREMIER Bylaws expressly provide for indemnification of directors, officers and employees to the fullest extent permitted by law against any costs incurred in connection with any threatened, pending or completed claim, action, suit or proceeding because of his or her service as a director, officer or employee of PREMIER. Without a specific provision regarding indemnification, PREMIER's Board of Directors would be permitted to indemnify directors, officers and employees at its discretion, but would not be required by law to do so unless such person was successful in defending a claim against him. The BANC ONE Code of Regulations provide that BANC ONE may indemnify directors, officers, employees and agents to the fullest extent permitted by law against costs incurred in connection with any threatened, pending or completed claim, action, suit or proceeding because of such person's service as a director, officer, employee or agent of BANC ONE. Each of BANC ONE and PREMIER has entered into indemnification contracts with its directors and certain of its officers that, among other things, provide the contracting director or officer with certain procedural and substantive rights to indemnification. Such indemnification rights apply to acts or omissions of such persons, whether such acts or omissions occurred before or after the effective date of the contract. See "MERGER--Interests of Certain Persons in the Merger." 39 MISCELLANEOUS INFORMATION TRANSFER AND EXCHANGE AGENTS Harris Trust and Savings Bank, Chicago, Illinois, serves as Transfer Agent and as Registrar for BANC ONE Common Stock. Harris Trust and Savings Bank will act as Exchange Agent in connection with the Merger. Premier Bank acts as Transfer Agent and Registrar for PREMIER's Common Stock. EXPERTS The consolidated financial statements of BANC ONE and its subsidiaries, included in the Annual Report on Form 10-K of BANC ONE for the fiscal year ended December 31, 1994 have been audited by Coopers & Lybrand L.L.P., independent accountants, as set forth in their report dated February 21, 1995 accompanying such financial statements, and are incorporated herein by reference in reliance upon the report of such firm, which report is given upon their authority as experts in accounting and auditing. The report of Coopers & Lybrand L.L.P. dated February 21, 1995 covering such financial statements includes an explanatory paragraph regarding the change in method of accounting for certain investment securities in 1994 and the change in method of accounting for income taxes and post-retirement benefits other than pensions in 1993. The consolidated financial statements of PREMIER and its subsidiaries as of December 31, 1994 and 1993, and for each of the years in the three-year period ended December 31, 1994, have been included in the Annual Report on Form 10-K of PREMIER for the year ended December 31, 1994 and incorporated by reference in this Proxy Statement and Prospectus in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants and have been incorporated by reference herein and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP covering the December 31, 1994 financial statements refers to changes in PREMIER's method of accounting for securities and income taxes. Any financial statements and schedules hereinafter incorporated by reference in the Registration Statement of which this Prospectus and Proxy Statement is a part that have been audited and are the subject of a report by independent accountants will be so incorporated by reference in reliance upon such reports and upon the authority of such firms as experts in accounting and auditing to the extent covered by consents filed with the Commission. LEGAL MATTERS The validity of the BANC ONE Common Stock offered hereby has been passed upon by Steven Alan Bennett, General Counsel of BANC ONE. Mr. Bennett owns a number of shares of BANC ONE Common Stock and holds options to purchase additional shares of BANC ONE Common Stock. Certain legal matters will be passed upon for PREMIER by Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans, Louisiana. A partner in the law firm of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P. is a director of PREMIER and owns a number of shares of PREMIER Common Stock. SOURCES OF INFORMATION All information contained herein with respect to PREMIER has been provided by PREMIER, and BANC ONE is relying upon the accuracy of that information. All information contained herein with respect to BANC ONE has been provided by BANC ONE, and PREMIER is relying upon the accuracy of that information. REGISTRATION STATEMENT This Prospectus and Proxy Statement does not include all of the information set forth or incorporated by reference in the Registration Statement and the exhibits thereto filed by BANC ONE with the Commission under the Securities Act. The Registration Statement may be inspected at the principal office of the Commission in Washington, D.C., and copies may be obtained upon payment of prescribed fees. See "AVAILABLE INFORMATION" for addresses of the Commission's offices. Reference is hereby made to the Registration Statement and exhibits thereto for further information pertaining to BANC ONE and PREMIER. 40 OTHER MATTERS The Board of Directors of PREMIER does not know of any other matters which may come before the Special Meeting. INFORMATION ABOUT BANC ONE CORPORATION GENERAL BANC ONE is a multi-bank holding company incorporated under the laws of the State of Ohio that, at June 30, 1995, had a total of 65 bank subsidiaries (the "affiliate banks") in Arizona, Colorado, Illinois, Indiana, Kentucky, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. At June 30, 1995, BANC ONE had consolidated total assets of $86.8 billion, consolidated total deposits of $65.6 billion and consolidated total stockholders' equity of $7.8 billion (8.99% of its consolidated total assets). At June 30, 1995, BANC ONE ranked eighth among the nation's publicly owned bank holding companies in terms of consolidated average total assets and sixth in terms of consolidated average common equity. BANC ONE's 1994 consolidated net income of $1.01 billion ranked seventh among the nation's 50 largest publicly owned bank holding companies. At June 30, 1995 BANC ONE's affiliate banks held the largest statewide share of total bank deposits in Arizona, the second largest share of such deposits in Indiana, Kentucky, Ohio and West Virginia, and the third largest share of such deposits in Colorado, Wisconsin and Texas. BANC ONE has smaller statewide market shares in the other states in which BANC ONE operates banks. At June 30, 1995, except for Bank One Texas, N.A., no single BANC ONE affiliate bank accounted for more than 20% of BANC ONE's consolidated total assets. BANC ONE also operates additional corporations that engage in data processing, venture capital, investment and merchant banking, trust, brokerage, investment management, equipment leasing, mortgage banking, credit card, consumer finance and insurance. Since its formation in 1968, BANC ONE has acquired over 100 banking institutions and the number of banking offices of its affiliate banks has increased from 24 to over 1,400. BANC ONE continues to explore opportunities to acquire banks and nonbank companies permitted by the Bank Holding Company Act. Discussions are continually being carried on relating to such acquisitions. It is not presently known whether, or on what terms, such discussions will result in further acquisitions. BANC ONE's acquisition strategy is flexible in that it does not require BANC ONE to effect specific acquisitions so as to enter certain markets or to attain specified growth levels. Rather than being market driven or size motivated, BANC ONE's acquisition strategy reflects BANC ONE's willingness to consider potential acquisitions wherever and whenever such opportunities arise based on the then- existing market conditions and other circumstances. Banks to be acquired must be of sufficient size to support and justify having management of a caliber capable of making lending and other management decisions at the local level under BANC ONE's operating philosophy. BANC ONE also is willing from time to time to acquire a smaller bank when it can be acquired through a reorganization into an existing affiliate. BANC ONE's interest in the acquisition of nonbank companies has been limited to bank-related services with which BANC ONE already has familiarity. BANC ONE's acquisitions may be made by the exchange of stock, through cash purchases and with other consideration. BANC ONE is a legal entity separate and distinct from its affiliate banks and its nonbanking subsidiaries. Accordingly, the right of BANC ONE, and thus the right of BANC ONE's creditors and shareholders, to participate in any distribution of the assets or earnings of any affiliate bank or other subsidiary is necessarily subject to the prior claims of creditors of the affiliate bank or subsidiary, except to the extent that claims of BANC ONE in its capacity as a creditor may be recognized. The principal sources of BANC ONE's revenues are dividends and fees from its affiliates. See "Regulatory Matters" for a discussion of the restrictions on the affiliate banks' ability to pay dividends to BANC ONE. 41 BANC ONE is incorporated in Ohio and has functioned as a multi-bank holding company since 1968. Its executive offices are located at 100 East Broad Street, Columbus, Ohio 43215, and its telephone number is (614) 248-5944. MARKET PRICES OF AND DIVIDENDS PAID ON BANC ONE COMMON STOCK BANC ONE Common Stock is, and the shares offered hereby will be, listed on the New York Stock Exchange and traded under the symbol "ONE." The following table sets forth, for the periods indicated, the high and low reported closing sale prices per share of BANC ONE Common Stock on the New York Stock Exchange Composite Tape and cash dividends per share of BANC ONE Common Stock. The dividend and stock price information has been adjusted to reflect all stock dividends and stock splits on BANC ONE Common Stock, including the 10% dividend on BANC ONE Common Stock paid on March 4, 1994 and the five shares for four shares BANC ONE Common Stock split paid on August 31, 1993. PRICE RANGE OF COMMON STOCK
HIGH LOW DIVIDENDS ---- --- --------- 1993 First Quarter.......................................... $42.27 $36.36 $.25 Second Quarter......................................... 44.73 36.73 .26 Third Quarter.......................................... 42.19 34.55 .28 Fourth Quarter......................................... 39.77 32.27 .28 1994 First Quarter.......................................... $35.47 $31.88 $.31 Second Quarter......................................... 38.00 30.75 .31 Third Quarter.......................................... 35.50 29.50 .31 Fourth Quarter......................................... 30.50 24.13 .31 1995 First Quarter.......................................... $30.13 $25.13 $.34 Second Quarter......................................... 35.13 28.63 .34 Third Quarter.......................................... 36.75 30.75 .34 Fourth Quarter......................................... 37.38 36.25 (through October 4, 1995)
BANC ONE intends to continue its present policy of paying quarterly cash dividends to its shareholders so that dividends will average between 35 and 40 percent of net income. The timing and amount of future dividends will depend upon earnings, cash requirements, the financial condition of BANC ONE and its subsidiaries, applicable government regulations and other factors deemed relevant by the BANC ONE Board of Directors. Certain debt instruments to which BANC ONE is a party limit its ability to pay dividends on BANC ONE Common Stock. Under the most restrictive of these limitations, BANC ONE on a consolidated basis would have been permitted to pay cash dividends on BANC ONE Common Stock in excess of its $2.3 billion of retained earnings as of June 30, 1995. As described under "--Certain Regulatory Matters," various state and federal laws limit the ability of affiliate banks to pay dividends to BANC ONE. CERTAIN REGULATORY MATTERS General. BANC ONE is subject to the supervision of, and to regular inspection by, the Board of Governors of the Federal Reserve System (the "Federal Reserve"). BANC ONE's principal affiliate banks are organized as national banking associations, which are subject to regulation by the Office of the Comptroller of the Currency ("OCC"). In addition, various state authorities regulate BANC ONE's state affiliate banks, and all 42 of BANC ONE's affiliate banks are subject to regulation in some degree by the Federal Reserve and the Federal Deposit Insurance Corporation (the "FDIC"). In addition to banking laws, regulations and regulatory agencies, BANC ONE and its affiliates are subject to various other laws, regulations and regulatory agencies, all of which directly or indirectly affect BANC ONE's operations, management and ability to make distributions. The following discussion summarizes certain aspects of those laws and regulations that affect BANC ONE. Proposals to change the laws and regulations governing the banking industry are frequently raised in Congress, in the state legislatures and before the various bank regulatory agencies. The likelihood and timing of any changes and the impact such changes might have on BANC ONE and its subsidiaries are difficult to determine. BANC ONE's affiliate banks are affected by various state and federal laws and by the fiscal and monetary policies of the federal government and its agencies, including the Federal Reserve. An important purpose of these fiscal and monetary policies is to curb inflation and control recessions through control of the supply of money and credit. The Federal Reserve uses its powers to regulate reserve requirements of its member banks, to set the discount rate on extensions of credit to insured depository institutions and to conduct open market operations in United States government securities so as to exercise control over the supply of money and credit. These policies directly affect the amount of, and the interest rates on, bank loans and deposits, and this materially affects bank earnings. Future policies of the Federal Reserve and other authorities cannot be predicted, nor can their effect on future bank earnings be predicted. Similarly, future changes in state and federal laws and wage, price and other economic restraints of the federal government cannot be predicted nor can their effect on future bank earnings be predicted. Holding Company Structure. BANC ONE is a legal entity separate and distinct from its affiliates. Accordingly, the right of BANC ONE, and thus the rights of BANC ONE's creditors and shareholders, to participate in any distribution of the assets or earnings of any affiliate is necessarily subject to the prior claims of creditors of such affiliate, except to the extent that claims of BANC ONE in its capacity as a creditor may be recognized. The principal sources of BANC ONE's revenues are dividends and fees from its affiliates. BANC ONE's affiliate banks are subject to restrictions under federal law which limit the transfer of funds by the affiliate banks to BANC ONE and its nonbanking subsidiaries, whether in the form of loans, extensions of credit, investments or asset purchases. Such transfers by any affiliate bank to BANC ONE or any nonbanking subsidiary are limited in amount to 10% of the bank's capital and surplus and, with respect to BANC ONE and all such nonbanking subsidiaries, to an aggregate of 20% of such bank's capital and surplus. Furthermore, such loans and extensions of credit are required to be secured in specified amounts. The Federal Reserve has a policy to the effect that a bank holding company is expected to act as a source of financial and managerial strength to each of its subsidiary banks and to commit resources to support each such subsidiary bank. This support may be required at times when BANC ONE may not have the resources to provide it. Any capital loans by BANC ONE to any of the affiliate banks are subordinate in right of payment to deposits and to certain other indebtedness of such affiliate bank. In addition, in the event of a bank holding company's bankruptcy any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of an affiliate bank will be assumed by the bankruptcy trustee and entitled to a priority of payment. A depository institution insured by the FDIC can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC after August 9, 1989, in connection with (i) the default of a commonly controlled FDIC- insured depository institution or (ii) any assistance provided by the FDIC to a commonly controlled FDIC-insured depository institution in danger of default. "Default" is defined generally as the appointment of a conservator or receiver and "in danger of default" is defined generally as the existence of certain conditions indicating that a "default" is likely to occur in the absence of regulatory assistance. 43 Federal law (12 U.S.C. Section 55) permits the OCC to order the pro rata assessment of shareholders of a national bank whose capital stock has become impaired, by losses or otherwise, to relieve a deficiency in such national bank's capital stock. This statute also provides for the enforcement of any such pro rata assessment of shareholders of such national bank to cover such impairment of capital stock by sale, to the extent necessary, of the capital stock of any assessed shareholder failing to pay the assessment. Similarly, the laws of certain states provide for such assessment and sale with respect to banks chartered by such states. BANC ONE, as the sole shareholder of certain of its affiliate national banks, is subject to such provisions. Capital Requirements. BANC ONE is subject to capital ratios, requirements and guidelines imposed by the Federal Reserve, which are substantially similar to the ratios, requirements and guidelines imposed by the Federal Reserve, the OCC and the FDIC on the banks within their respective jurisdictions. These capital requirements are designed to require more capital of banks and bank holding companies that are subject to greater risks. For this purpose, a bank's or holding company's assets and certain specified off-balance sheet commitments are assigned to four risk categories, each weighted differently based on the level of risk that is ascribed to such assets or commitments. A bank's or holding company's capital, in turn, is divided into two tiers: core ("Tier 1") capital, which includes common equity, non-cumulative perpetual preferred stock and related surplus (excluding auction rate issues), and minority interests in equity accounts of consolidated subsidiaries, less goodwill, certain identifiable intangible assets and certain other assets; and supplementary ("Tier 2") capital, which includes, among other items, cumulative and limited-life preferred stock not meeting the Tier 1 definition, mandatory convertible securities, subordinated debt and allowances for loan and lease losses, subject to certain limitations, less certain required deductions. BANC ONE, like other bank holding companies, currently is required to maintain Tier 1 and total capital (the sum of Tier 1 and supplementary capital) equal to at least 4% and 8% of its total risk-weighted assets, respectively. At June 30, 1995, BANC ONE met both requirements, with Tier 1 and total capital equal to 10.36% and 13.76% of its total risk-weighted assets, respectively. The Federal Reserve also requires bank holding companies to maintain a minimum "leverage ratio" (Tier 1 capital to adjusted total assets) of 3%, if the holding company has the highest regulatory rating and meets certain other requirements, or of 3% plus an additional cushion of at least 100 to 200 basis points if the holding company does not meet these requirements. At June 30, 1995, BANC ONE met this requirement with a leverage ratio of 8.72%. The Federal Reserve may set capital requirements higher than the minimums noted above for holding companies whose circumstances warrant it. For example, holding companies experiencing or anticipating significant growth may be expected to maintain capital ratios including tangible capital positions well above the minimum levels. The Federal Reserve has not, however, imposed any such special capital requirement on BANC ONE. On September 14, 1993, the Federal Reserve, the FDIC and the OCC issued a joint notice of proposed rulemaking, soliciting comments on a proposal to revise their risk-based capital standards to take account of interest rate risk. The notices propose alternative approaches for determining the additional amount of capital, if any, that may be required to compensate for interest rate risk. The first approach would reduce a depository institution's risk-based capital ratios by an amount based on its measured exposure to interest rate risk in excess of a specified threshold. The second approach would assess the need for additional capital on a case-by-case basis, considering both the level of measured exposure and qualitative risk factors. BANC ONE cannot assess at this point the impact, if any, that such proposals would have on its capital ratios. Dividend Restrictions. Various federal and state statutory provisions limit the amount of dividends BANC ONE's affiliate banks can pay to BANC ONE without regulatory approval. The approval of the appropriate bank regulator is required for any dividend by a national bank or by a state-chartered bank that is a member of the Federal Reserve System (a "state member bank") if the total of all dividends declared by the bank in any calendar year would exceed the total of its net profits, as defined by regulatory agencies, for such year combined 44 with its retained net profits for the preceding two years. In addition, a national bank or a state member bank may not pay a dividend in an amount greater than its net profits then on hand. At December 31, 1994, total stockholders' equity of the affiliate banks approximated $7.2 billion, of which $1.4 billion was available for payment of dividends without approval by the applicable regulatory authority. In addition, federal bank regulatory authorities have authority to prohibit the affiliate banks from engaging in an unsafe or unsound practice in conducting their business. The payment of dividends, depending upon the financial condition of the bank in question, could be deemed to constitute such an unsafe or unsound practice. The ability of BANC ONE's affiliate banks to pay dividends in the future is presently, and could be further, influenced by bank regulatory policies and capital guidelines. Federal Deposit Insurance Corporation Improvement Act of 1991. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") significantly expanded the regulatory and enforcement powers of federal banking regulators, in particular the FDIC, and has important consequences for BANC ONE, its affiliate banks and other depository institutions located in the United States. A major feature of FDICIA is the comprehensive directions it gives to federal banking regulators to promptly direct or require the correction of problems at inadequately capitalized banks in the manner that is least costly to the federal deposit insurance funds. The degree of corrective regulatory involvement in the operations and management of banks and their holding companies is, under FDICIA, largely determined by the actual or anticipated capital positions of the subject institution. FDICIA established five tiers of capital measurement for regulatory purposes ranging from "well capitalized" to "critically undercapitalized." Under regulations adopted by the federal banking agencies, a depository institution is well capitalized if it significantly exceeds the minimum level required by regulation for each relevant capital measure, adequately capitalized if it meets such measure, undercapitalized if it fails to meet any such measure, significantly undercapitalized if it is significantly below such measure and critically undercapitalized if its tangible equity is not greater than 2% of total tangible assets. A depository institution may be deemed to be in a capitalization category lower than is indicated by its actual capital position if it receives an unsatisfactory examination rating. FDICIA requires banking regulators to take increasingly strong corrective steps, based on the capital tier of any subject bank, to cause such bank to achieve and maintain capital adequacy. Even if a bank is adequately capitalized, however, the banking regulators are authorized to apply corrective measures if the bank is determined to be in an unsafe or unsound condition or engaging in an unsafe or unsound activity. Depending on the level of capital of an insured depository institution, the banking regulatory agencies' corrective powers can include: requiring a capital restoration plan; placing limits on asset growth and restrictions on activities; requiring the institution to reduce total assets; requiring the institution to issue additional stock (including voting stock) or to be acquired; placing restrictions on transactions with affiliates; restricting the interest rate the institution may pay on deposits; ordering a new election for the institution's board of directors; requiring that certain senior executive officers or directors be dismissed; prohibiting the institution from accepting deposits from correspondent banks; requiring the institution to divest certain subsidiaries; prohibiting the payment of principal or interest on subordinated debt; prohibiting the institution's parent bank holding company from making capital distributions without prior regulatory approval; and, ultimately, appointing a conservator or receiver for the institution. If the insured depository institution is undercapitalized, the parent bank holding company is required to guarantee that the institution will comply with any capital restoration plan submitted to, and approved by, the appropriate federal banking agency in an amount equal to the lesser of (i) 5% of the institution's total assets at the time the institution became undercapitalized or (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all applicable capital standards as of the time the institution fails to comply with the capital restoration plan. If such parent bank holding company guarantee is not obtained, the capital restoration plan may not be accepted by the banking regulators. As a result, such 45 institution would be subject to the more severe restrictions imposed on significantly undercapitalized institutions. Further, the failure of such a depository institution to submit an acceptable capital plan is grounds for the appointment of a conservator or receiver. FDICIA also contains a number of other provisions affecting depository institutions, including additional reporting and independent auditing requirements, the establishment of safety and soundness standards, the changing of FDIC insurance premiums from flat amounts to the system of risk- based assessments described below under "Deposit Insurance Assessments", a review of accounting standards, and supplemental disclosures and limits on the ability of all but well capitalized depository institutions to acquire brokered deposits. The Riegle-Community Development and Regulatory Improvement Act of 1994, however, among other things, contains a number of specific provisions easing the regulatory burden on banks and bank holding companies, including some imposed by FDICIA, and making the bank regulatory system more efficient. Federal banking regulators are taking actions to implement these provisions. Deposit Insurance Assessments. The deposits of each of BANC ONE's affiliate banks are insured up to regulatory limits by the FDIC and, accordingly, are subject to deposit insurance assessments to maintain the Bank Insurance Fund ("BIF") administered by the FDIC. The FDIC has adopted regulations establishing a permanent risk-related deposit insurance assessment system. Under this system, the FDIC places each insured bank in one of nine risk categories based on (a) the bank's capitalization and (b) supervisory evaluations provided to the FDIC by the institution's primary federal regulator. Each insured bank's insurance assessment rate is then determined by the risk category in which it is classified by the FDIC. Until June 1, 1995, there was an eight basis point spread between the highest and lowest assessment rates, with banks classified in the highest capital and supervisory evaluation categories being subject to a rate of $0.23 per $100 of deposits and banks classified in the lowest capital and supervisory evaluation categories being subject to a rate of $0.31 per $100 of deposits. These assessment rates reflected, in substantial part, the amount the FDIC had determined necessary to increase the reserve ratio of the BIF to 1.25% of total insured bank deposits. Under FDICIA, the FDIC was required to set deposit insurance premium rates at a level sufficient to achieve that ratio by 2006. The FDIC recently determined that the BIF attained the required 1.25% reserve ratio on or before June 1, 1995. Accordingly, the FDIC has ordered a reduction in BIF deposit insurance premium rates. The new rates take effect September 29, 1995. In addition, banks will receive a refund for the difference between the new rates and the old rates for the period from June 1, 1995 through September 29, 1995. Under the new assessment system, there is a 27 basis point spread between the highest and lowest assessment rates, with banks classified in the highest capital and supervisory evaluation categories being subject to a rate of $0.04 per $100 of deposits and banks classified in the lowest capital and supervisory evaluation categories continuing to be subject to a rate of $0.31 per $100 of deposits. The new rates will apply to all subsequent assessment periods, with modification as necessary in future periods to maintain the reserve ratio at the required level by means of an adjustment factor of plus-or-minus five basis points. Because the FDIC's Savings Association Insurance Fund ("SAIF"), which insures savings institution deposits, has not yet reached the required 1.25% reserve ratio, and is not projected to do so for several years, SAIF deposit insurance premium rates have not been lowered, and will continue to range from $0.23 per $100 of deposits for savings institutions in the highest capital and supervisory evaluation categories to $0.31 per $100 of deposits for savings institutions in the lowest capital and supervisory evaluation categories. However, Congress is considering proposals to recapitalize the SAIF and/or merge the SAIF with the BIF. It is uncertain whether or when such proposals might be adopted, or what impact they might have on the BIF or on BIF-insured institutions. Some BANC ONE affiliate banks hold deposits that were acquired from savings institutions and that, accordingly, are insured by SAIF. At June 30, 1995, BANC ONE's affiliate banks held in aggregate 46 approximately $6.3 billion of such deposits. Deposit insurance premiums will be charged on these deposits at the higher SAIF rate. Depositor Preference Statute. Federal legislation has been enacted providing that deposits and certain claims for administrative expenses and employee compensation against an insured depository institution would be afforded a priority over other general unsecured claims against such institution, including federal funds and letters of credit, in the "liquidation or other resolution" of the institution by any receiver. Brokered Deposits. Under FDIC regulations, no FDIC-insured bank or savings institution can accept brokered deposits unless it (a) is well capitalized or (b) is adequately capitalized and receives a waiver from the FDIC. In addition, these regulations prohibit any bank or savings institution that is not well capitalized from (a) paying an interest rate on deposits in excess of 75 basis points over certain prevailing market rates or (b) offering "pass through" deposit insurance on certain employee benefit plan accounts unless it provides certain notice to affected depositors. At June 30, 1995, BANC ONE's bank subsidiaries had aggregate total brokered deposits of approximately $94 million. Interstate Banking. Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ("Riegle-Neal"), subject to certain concentration limits, (a) bank holding companies such as BANC ONE are permitted, beginning September 29, 1995, to acquire banks and bank holding companies located in any state; (b) any bank that is a subsidiary of a bank holding company is permitted, again beginning September 29, 1995, to receive deposits, renew time deposits, close loans, service loans and receive loan payments as an agent for any other bank subsidiary of that holding company; and (c) banks are permitted, beginning June 1, 1997, to acquire branch offices outside their home states by merging with out-of-state banks, purchasing branches in other states, and establishing de novo branch offices in other states, provided that, in the case of any such purchase or opening of individual branches, the host state has adopted legislation "opting in" to those provisions of Riegle- Neal; and provided that, in the case of a merger with a bank located in another state, the host state has not adopted legislation "opting out" of that provision of Riegle-Neal. BANC ONE might use Riegle-Neal to acquire banks in additional states and to consolidate its bank subsidiaries under a smaller number of separate charters. INCORPORATION OF CERTAIN INFORMATION ABOUT BANC ONE BY REFERENCE BANC ONE's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (as amended by Form 10-K/A filed April 4, 1995 and Form 10-K/A filed June 29, 1995), BANC ONE's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995 and BANC ONE's Current Reports on Form 8-K dated July 19, 1995 and July 24, 1995, in each case filed with the Commission pursuant to Section 13 of the Exchange Act and the description of BANC ONE Common Stock set forth in BANC ONE's Registration Statement on Form 8-B dated May 1, 1989, including any amendment or report filed for the purpose of updating such description, are incorporated into this Prospectus and Proxy Statement by reference. See "INCORPORATION BY REFERENCE." 47 INFORMATION ABOUT PREMIER BANCORP, INC. GENERAL PREMIER is the bank holding company of Premier Bank, a national banking association offering banking and trust services through more than 150 branches located throughout Louisiana. Premier Bank has branch offices in seven of the eight major metropolitan areas of Louisiana. PREMIER also has a wholly owned, nonbank subsidiary that provides discount brokerage services. At June 30, 1995, PREMIER had consolidated total assets of $5.5 billion, consolidated total deposits of $4.3 billion and consolidated total stockholders' equity of $477 million. Premier Bank is a full-service commercial bank offering a comprehensive range of consumer and commercial banking services including checking, savings and time deposits of various types, consumer installment, real estate and commercial loans, investment services, electronic banking facilities and wire transfer facilities. In addition, Premier Bank offers a full range of personal and corporate trust services. PREMIER has one other wholly owned subsidiary, Premier Securities Corporation ("Premier Securities"). Premier Securities is registered as a securities broker-dealer under the rules of the Commission and the laws of the State of Louisiana and is a member of the National Association of Securities Dealers, Inc. Premier Securities offers discount brokerage services in the major offices of Premier Bank. Premier Bank has two principal subsidiaries: Premier Investment Advisors, L.L.C. and Premier Mortgage Company, L.C. Premier Investment Advisers, L.L.C. is a registered investment advisor under the Investment Advisers Act of 1940 and (i) acts as portfolio manager for the trust assets of Premier Bank, as well as the manager of the Paragon Portfolio, a family of mutual funds distributed by Goldman Sachs and Company, and (ii) provides direct investment advisory services to a select group of clients. Its main office is located in Baton Rouge. Premier Mortgage Company, L.C. engages in the business of originating and servicing real estate mortgage loans that qualify for resale and at August 31, 1995 was servicing $969.6 million in loans for unaffiliated investors. MARKET PRICES OF AND DIVIDENDS PAID ON PREMIER COMMON STOCK PREMIER Common Stock is a Nasdaq National Market System security traded on The Nasdaq Stock Market under the symbol "PRBC." The following table sets forth, for the periods indicated, the high and low reported closing sale prices per share of PREMIER Common Stock as reported on The Nasdaq Stock Market. PREMIER did not pay any cash dividends during any such period of time except for a $0.25 per share dividend in the third quarter of 1995. PREMIER's ability to pay dividends in the future is subject to the Merger Agreement. See "MERGER--General." The stock price information has been adjusted to reflect a 10% stock dividend in June 1993. PRICE RANGE OF COMMON STOCK
HIGH LOW ------ ------ 1993 First Quarter................................................... $16.82 $13.41 Second Quarter.................................................. 16.94 14.38 Third Quarter................................................... 17.25 15.00 Fourth Quarter.................................................. 18.38 17.50 1994 First Quarter................................................... $18.00 $17.13 Second Quarter.................................................. 18.13 16.44 Third Quarter................................................... 17.75 16.75 Fourth Quarter.................................................. 17.25 15.25 1995 First Quarter................................................... $16.63 $15.63 Second Quarter.................................................. 18.13 16.13 Third Quarter................................................... 22.25 17.88 Fourth Quarter.................................................. 22.50 22.06 (through October 4, 1995)
48 INCORPORATION OF CERTAIN INFORMATION ABOUT PREMIER BY REFERENCE PREMIER's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, PREMIER's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995 and PREMIER's Current Reports on Form 8-K dated January 11, 1995, April 12, 1995, May 2, 1995, July 12, 1995 and July 19, 1995, in each case filed with the Commission pursuant to Section 13 of the Exchange Act, and the description of PREMIER Common Stock set forth in PREMIER's Current Report on Form 8-K dated February 22, 1991, including any amendment or report filed for the purpose of updating such description, are incorporated into this Prospectus and Proxy Statement by reference. See "INCORPORATION BY REFERENCE." VOTING AND MANAGEMENT INFORMATION Solicitation of proxies will be made in person, by mail or by telephone or telegraph by present and former directors, officers and employees of PREMIER for which no additional compensation will be paid. PREMIER has also retained Corporate Investors Communications, Inc. to assist in the solicitation of proxies, for a fee of approximately $5,000 plus reasonable out-of-pocket expenses. PREMIER will bear the cost of solicitation of proxies from its shareholders and may reimburse brokers and others for their expenses in forwarding solicitation material to beneficial owners of its voting stock. BANC ONE will pay the costs of preparing and printing this Prospectus and Proxy Statement. Copies of the form of proxy and Notice and this Prospectus and Proxy Statement will be mailed to shareholders on or about October 13, 1995. VOTING The PREMIER Board has fixed the close of business on October 10, 1995 as the Record Date for determination of shareholders entitled to notice of and to vote at the Special Meeting. As of the record date, 34,911,012 shares of PREMIER Common Stock were outstanding, each of which entitles its holder to one vote on each matter submitted to the vote of shareholders at the Special Meeting. The presence in person or by proxy of the holders of a majority of the shares of PREMIER Common Stock outstanding is required to constitute a quorum for the Special Meeting. Approval of the Merger Agreement requires the affirmative vote of not less than a majority of the outstanding shares of PREMIER Common Stock entitled to vote thereon and present at the Special Meeting. Votes, whether in person or by proxy, will be counted and tabulated by inspectors appointed by PREMIER. The inspectors will treat shares of PREMIER Common Stock represented by a properly executed and returned proxy as present at the Special Meeting for purposes of determining a quorum. An abstention will have the same effect as a vote against the proposal to approve the Merger Agreement, and a broker non-vote will have no effect on the outcome of the vote on the proposal. The form of proxy accompanying this Prospectus and Proxy Statement is solicited by the Board of Directors of PREMIER. A shareholder may use a proxy whether or not he or she intends to attend the Special Meeting in person. The proxy may be revoked in writing by the person giving it at any time before it is exercised by notice to the Secretary of PREMIER, by executing and submitting a later dated proxy or by attending and voting in person at the Special Meeting. All proxies validly submitted and not revoked will be voted in the manner specified therein. IF NO SPECIFICATION IS MADE, THE PROXIES WILL BE VOTED IN FAVOR OF APPROVAL OF THE MERGER AGREEMENT. The PREMIER Board is not aware of any other matters which may be presented for action at the Special Meeting, but if other matters do properly come before the meeting it is intended that the shares represented by the accompanying proxy will be voted by the persons named in the proxy in accordance with their best judgment. The Directors of PREMIER have unanimously approved the Merger Agreement. PREMIER believes that each of its directors will vote all of his shares in favor of the Merger Agreement. 49 RIGHTS OF DISSENTING SHAREHOLDERS Unless the Merger Agreement is approved by the holders of at least 80% of the outstanding shares of PREMIER Common Stock, Section 131 of Louisiana Law ("Section 131") allows a shareholder of PREMIER who objects to the Merger and who complies with the provisions of that section to dissent and, if the Merger is effected, to have paid to him in cash the fair cash value of his shares of PREMIER Common Stock as of the day before the Special Meeting, as determined by agreement between the shareholder and the corporation surviving the Merger (the "Surviving Corporation") or by a district court of the State of Louisiana for the Parish of East Baton Rouge if the shareholder and the Surviving Corporation are unable to agree upon the fair cash value. Such fair cash value would be payable only when and if the Merger is consummated, and would be paid without interest. To exercise the right of dissent, a shareholder must (i) file with PREMIER a written objection to the Merger Agreement prior to or at the Special Meeting and (ii) also vote his shares (in person or by proxy) against the Merger Agreement at the Special Meeting. Neither a vote against the Merger Agreement nor a specification in a proxy to vote against the Merger Agreement will in and of itself constitute the necessary written objection to the Merger Agreement. Moreover, by voting in favor of, or abstaining from voting on, the Merger Agreement, or by returning the enclosed proxy without instructing the proxyholders to vote against the Merger Agreement, a shareholder waives his rights under Section 131. Thus, for example, a shareholder who executes and returns a blank proxy with no specifications as to how it is to be voted will lose any rights under Section 131. If the Merger Agreement is approved by less than 80% of the total voting power of PREMIER, and the Merger is consummated, notice of the consummation of the Merger will be given to each shareholder of PREMIER who both filed a written objection to and voted against the Merger Agreement in compliance with Section 131. Within 20 days after the mailing of such notice, the shareholder must file with the Surviving Corporation a written demand for payment for his shares at their fair cash value as of the day before the date of the Special Meeting and must state the amount demanded and a post office address to which the Surviving Corporation may reply. He must also deposit the certificate(s) representing his shares of PREMIER Common Stock in escrow with a bank or trust company located in East Baton Rouge Parish, Louisiana. With the above- mentioned demand, the shareholder must also deliver to the Surviving Corporation the written acknowledgment of such bank or trust company that it holds the certificate(s), duly endorsed and transferred to the Surviving Corporation, upon the sole condition that the certificate(s) will be delivered to the Surviving Corporation upon payment of the fair cash value of the shares in accordance with Section 131. A shareholder who perfects his dissenters' rights, upon filing a demand for the value of his shares, will, under Louisiana Law, no longer have any rights as a shareholder, including the right to pursue state law claims. If the Surviving Corporation does not agree to the amount demanded by the shareholder, or does not agree that payment is due, it will, within 20 days after receipt of such demand and acknowledgment, notify such shareholder in writing of either (i) the amount it will agree to pay, if any payment should be held to be due, or (ii) that it does not believe that any payment is due. If the shareholder does not agree to accept the offered amount, or disagrees with the Surviving Corporation's assertion that no payment is due, he must, within 60 days after receipt of such notice, file suit against the Surviving Corporation in a district court of the State of Louisiana for the Parish of East Baton Rouge for a judicial determination of the fair cash value of the shares. Any shareholder entitled to file such a suit may, within such 60-day period, but not thereafter, intervene as a plaintiff in any such suit filed against the Surviving Corporation by another shareholder of PREMIER for a judicial determination of the fair cash value of such other shareholder's shares. If a shareholder fails to bring or to intervene in such a suit within the applicable 60-day period, he will be deemed to have consented to accept the Surviving Corporation's statement that no payment is due or, if the Surviving Corporation does not contend that no payment is due, to accept the amount specified by the Surviving Corporation in its notice of disagreement. If, upon the filing of any such suit or intervention, the Surviving Corporation deposits with the court the amount, if any, which it specified in its notice of disagreement, and if in that notice the Surviving Corporation offered to pay such amount to the shareholder on demand, then the costs (not including legal fees) of the suit or 50 intervention will be taxed against the shareholder if the amount finally awarded to him, exclusive of interest and costs, is equal to or less than the amount so deposited; otherwise, the costs (not including legal fees) will be taxed against the Surviving Corporation. Upon filing a demand for the fair cash value of his shares, a shareholder ceases to have any rights of a shareholder except the rights provided by Section 131. The shareholder's demand may be withdrawn voluntarily at any time before the Surviving Corporation gives its notice of disagreement, but thereafter only with the written consent of the Surviving Corporation. If withdrawn, or if the shareholder otherwise loses his dissenters' rights, such shareholder will be reinstated to his rights as a shareholder as of the time of filing of his demand for fair cash value, including any intervening preemptive rights or rights to dividends or other distributions; if, however, such preemptive rights have expired or any dividend or distribution other than in cash has been completed, the Surviving Corporation may elect to pay the fair value thereof in cash as of the time such preemptive rights expired or the dividend or distribution was completed. Prior to the Special Meeting and thereafter until the date the Merger is effected, dissenting shareholders of PREMIER should send any communications regarding their rights to Premier Bancorp, Inc., 451 Florida Street, Baton Rouge, Louisiana 70801, Attn: Secretary. On or after the date the Merger is effected, dissenting shareholders of PREMIER should send any communications regarding their rights to the address that will be specified in the notice of consummation of the Merger. All communications must be signed by or on behalf of the dissenting shareholder in the form in which his shares are registered on the books of PREMIER. THE FOREGOING SUMMARY OF SECTION 131 OF THE LOUISIANA BUSINESS CORPORATION LAW IS NECESSARILY INCOMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THAT SECTION SET FORTH IN APPENDIX B. MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF BANC ONE Information concerning the directors and executive officers of BANC ONE, compensation of directors and executive officers of BANC ONE and any related transactions in which they have an interest, together with information related to principal shareholders of BANC ONE, is set forth in BANC ONE's Proxy Statement dated March 11, 1995, incorporated herein by reference to BANC ONE's Annual Report on Form 10-K for the year ended December 31, 1994. See "INCORPORATION BY REFERENCE." MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF PREMIER Information concerning the directors and executive officers of PREMIER, compensation of directors and executive officers of PREMIER and any related transactions in which they have an interest, together with information related to principal shareholders of PREMIER, is set forth in PREMIER's Proxy Statement dated March 10, 1995, incorporated herein by reference to PREMIER's Annual Report on Form 10-K for the year ended December 31, 1994. See "INCORPORATION BY REFERENCE." 51 APPENDIX A Investment Banking Group World Financial Center North Tower New York, New York 10281-1325 212 449 1000 [LOGO of Merrill Lynch, Pierce, Fenner & Smith Incorporated] October 13, 1995 Board of Directors Premier Bancorp, Inc. Premier Centre--North Tower 451 Florida Street Baton Rouge, Louisiana 70801 Members of the Board: Premier Bancorp Inc. ("Premier") and Banc One Corporation ("Banc One") have entered into an agreement (the "Agreement") pursuant to which Premier will be merged with a wholly owned subsidiary of Banc One in a transaction (the "Merger") in which each outstanding share of Premier's common stock, no par value, $5.00 stated value (the "Premier Shares"), will be converted into the right to receive 0.617761 shares (the "Exchange Ratio") of the common stock, no par value, $5.00 stated value, of Banc One (the "Banc One Shares"). In addition, the Agreement provides that Premier may declare and pay quarterly dividends on the Premier Shares in the amount of $0.25 per Premier Share prior to the completion of the Merger. You have asked us whether, in our opinion, the proposed Exchange Ratio in the Merger is fair to the holders of Premier Shares (other than Banc One) from a financial point of view. In arriving at the opinion set forth below, we have, among other things: (1) Reviewed Premier's Annual Reports, Forms 10-K and related financial information for the three fiscal years ended December 31, 1994 and Premier's Quarterly Reports on Form 10-Q and the related unaudited financial information for the quarterly periods ended March 31, 1995 and June 30, 1995; (2) Reviewed Banc One's Annual Reports, Forms 10-K and related financial information for the three fiscal years ended December 31, 1994 and Banc One's Quarterly Reports on Form 10-Q and the related unaudited financial information for the quarterly periods ended March 31, 1995 and June 30, 1995; (3) Reviewed certain information, including financial forecasts, relating to the business, earnings, assets and prospects of Premier and Banc One, furnished to us by Premier and Banc One; (4) Conducted discussions with members of senior management of Premier and Banc One concerning their respective businesses, operations, regulatory condition and prospects; (5) Reviewed the historical market prices and trading activity for the Premier Shares and the Banc One Shares and compared them with those of certain publicly traded companies which we deemed to be relevant; (6) Compared the results of operations of Premier and Banc One with those of certain companies which we deemed to be relevant; (7) Compared the proposed financial terms of the transactions contemplated by the Agreement with the financial terms of certain other mergers and acquisitions which we deemed to be relevant; (8) Analyzed the pro forma impact of the transaction on the earnings and book value per share, consolidated capitalization and certain balance sheet and profitability ratios of Banc One; A-1 [LOGO of Merrill Lynch, Pierce, Fenner & Smith Incorporated] (9) Participated in discussions and negotiations among representatives of Premier and Banc One; (10) Reviewed the Agreement dated July 19, 1995; and (11) Reviewed such other financial studies and analyses and performed such other investigations and took into account such other matters as we deemed necessary to the rendering of this opinion. In preparing our opinion, we have relied on the accuracy and completeness of all information supplied or otherwise made available to us by Premier and Banc One, and we have not assumed any responsibility for independently verifying such information or undertaking an independent evaluation or appraisal of the assets or liabilities of Premier or Banc One or any of their subsidiaries nor have we been furnished any such evaluation or appraisal. We have also relied upon the managements of Premier and Banc One as to the reasonableness and achievability of the financial operating forecasts (and the assumptions and bases therefore) provided to us. In that regard, we have assumed with your consent that such forecasts and projections regarding future economic conditions and results of operations reflect the best currently available estimates and judgments of such respective managements and that such projections and forecasts will be realized in the amounts and the time periods currently estimated by the managements of Premier and Banc One. Our opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. We are not experts in the evaluation of allowances for loan losses and we have not assumed any responsibility for making an independent evaluation of the adequacy of the allowance for loan losses of Premier and Banc One nor have we reviewed any individual credit files. For purposes of our opinion, we reviewed the terms of the Agreement and Plan of Acquisition, dated as of March 26, 1992, as amended, between Premier and Banc One, and the related agreements referred to therein, and considered the effect of such agreements on the Merger and possible alternative transactions involving Premier. We have been retained by the Board of Directors of Premier as an independent contractor to act as financial advisor to Premier with respect to the Merger and will receive a fee for our services. We have, in the past, provided financial advisory and financing services to Premier and Banc One and have received fees for the rendering of such services. In addition, in the ordinary course of business, we may actively trade debt and/or equity securities of Premier and Banc One and their respective affiliates for our own account and the accounts of our customers, and we therefore may from time to time hold a long or short position in such securities. Our opinion is directed to the Board of Directors of Premier and does not constitute a recommendation to any shareholder of Premier as to how such shareholder should vote at any shareholder meeting of Premier held in connection with the Merger. On the basis of, and subject to the foregoing, we are of the opinion that the proposed Exchange Ratio in the Merger is fair to the holders of Premier Shares (other than Banc One) from a financial point of view. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED A-2 APPENDIX B SECTION 131 OF THE LOUISIANA BUSINESS CORPORATION LAW 131. Rights of a shareholder dissenting from certain corporate actions. A. Except as provided in subsection B of this section, if a corporation has, by vote of its shareholders, authorized a sale, lease or exchange of all of its assets, or has, by vote of its shareholders, become a party to a merger or consolidation, then, unless such authorization or action shall have been given or approved by at least eighty per cent of the total voting power, a shareholder who voted against such corporate action shall have the right to dissent. If a corporation has become a party to a merger pursuant to R.S. 12:112(H), the shareholders of any subsidiaries party to the merger shall have the right to dissent without regard to the proportion of the voting power which approved the merger and despite the fact that the merger was not approved by vote of the shareholders of any of the corporations involved. B. The right to dissent provided by this Section shall not exist in the case of: (1) A sale pursuant to an order of a court having jurisdiction in the premises. (2) A sale for cash on terms requiring distribution of all or substantially all of the net proceeds to the shareholders in accordance with their respective interests within one year after the date of the sale. (3) Shareholders holding shares of any class of stock which, at the record date fixed to determine shareholders entitled to receive notice of and to vote at the meeting of shareholders at which a merger or consolidation was acted on, were listed on a national securities exchange, or were designated as a national market system security on an inter-dealer quotation system by the National Association of Securities Dealers, unless the articles of the corporation issuing such stock provide otherwise or the shares of such shareholders were not converted by the merger or consolidation solely into shares of the surviving or new corporation. C. Except as provided in the last sentence of this subsection, any shareholder electing to exercise such right of dissent shall file with the corporation, prior to or at the meeting of shareholders at which such proposed corporate action is submitted to a vote, a written objection to such proposed corporate action, and shall vote his shares against such action. If such proposed corporate action be taken by the required vote, but by less than eighty per cent of the total voting power, and the merger, consolidation or sale, lease or exchange of assets authorized thereby be effected, the corporation shall promptly thereafter give written notice thereof, by registered mail, to each shareholder who filed such written objection to, and voted his shares against, such action, at such shareholder's last address on the corporation's records. Each such shareholder may, within twenty days after the mailing of such notice to him, but not thereafter, file with the corporation a demand in writing for the fair cash value of his shares as of the day before such vote was taken; provided that he state in such demand the value demanded, and a post office address to which the reply of the corporation may be sent, and at the same time deposit in escrow in a chartered bank or trust company located in the parish of the registered office of the corporation, the certificates representing his shares, duly endorsed and transferred to the corporation upon the sole condition that said certificates shall be delivered to the corporation upon payment of the value of the shares determined in accordance with the provisions of this section. With his demand the shareholder shall deliver to the corporation, the written acknowledgment of such bank or trust company that it so holds his certificates of stock. Unless the objection, demand and acknowledgment aforesaid be made and delivered by the shareholder within the period above limited, he shall conclusively be presumed to have acquiesced in the corporate action proposed or taken. In the case of a merger pursuant to R.S. 12:112(H), the dissenting shareholder need not file an objection with the corporation nor vote against the merger, but need only file with the corporation, within twenty days after a copy of the merger certificate was mailed to him, a demand in writing for the cash value of his shares as of the day before the certificate was filed with the secretary of state, state in such demand the value B-1 demanded and a post office address to which the corporation's reply may be sent, deposit the certificates representing his shares in escrow as hereinabove provided, and deliver to the corporation with his demand the acknowledgment of the escrow bank or trust company as hereinabove prescribed. D. If the corporation does not agree to the value so stated and demanded, or does not agree that a payment is due, it shall, within twenty days after receipt of such demand and acknowledgment, notify in writing the shareholder, at the designated post office address, of its disagreement, and shall state in such notice the value it will agree to pay if any payment should be held to be due; otherwise it shall be liable for, and shall pay to the dissatisfied shareholder, the value demanded by him for his shares. E. In case of disagreement as to such fair cash value, or as to whether any payment is due, after compliance by the parties with the provisions of subsections C and D of this section, the dissatisfied shareholder, within sixty days after receipt of notice in writing of the corporation's disagreement, but not thereafter, may file suit against the corporation, or the merged or consolidated corporation, as the case may be, in the district court of the parish in which the corporation or the merged or consolidated corporation, as the case may be, has its registered office, praying the court to fix and decree the fair cash value of the dissatisfied shareholder's shares as of the day before such corporate action complained of was taken, and the court shall, on such evidence as may be adduced in relation thereto, determine summarily whether any payment is due, and, if so, such cash value, and render judgment accordingly. Any shareholder entitled to file such suit may, within such sixty-day period but not thereafter, intervene as a plaintiff in such suit filed by another shareholder, and recover therein judgment against the corporation for the fair cash value of his shares. No order or decree shall be made by the court staying the proposed corporate action, and any such corporate action may be carried to completion notwithstanding any such suit. Failure of the shareholder to bring suit, or to intervene in such a suit, within sixty days after receipt of notice of disagreement by the corporation shall conclusively bind the shareholder (1) by the corporation's statement that no payment is due, or (2) if the corporation does not contend that no payment is due, to accept the value of his shares as fixed by the corporation in its notice of disagreement. F. When the fair value of the shares has been agreed upon between the shareholder and the corporation, or when the corporation has become liable for the value demanded by the shareholder because of failure to give notice of disagreement and of the value it will pay, or when the shareholder has become bound to accept the value the corporation agrees is due because of his failure to bring suit within sixty days after receipt of notice of the corporation's disagreement, the action of the shareholder to recover such value must be brought within five years from the date the value was agreed upon, or the liability of the corporation became fixed. G. If the corporation or the merged or consolidated corporation, as the case may be, shall, in its notice of disagreement, have offered to pay to the dissatisfied shareholder on demand an amount in cash deemed by it to be the fair cash value of his shares, and if, on the institution of a suit by the dissatisfied shareholder claiming an amount in excess of the amount so offered, the corporation, or the merged or consolidated corporation, as the case may be, shall deposit in the registry of the court, there to remain until the final determination of the cause, the amount so offered, then, if the amount finally awarded such shareholder, exclusive of interest and costs, be more than the amount offered and deposited as aforesaid, the costs of the proceeding shall be taxed against the corporation, or the merged or consolidated corporation, as the case may be; otherwise the costs of the proceeding shall be taxed against such shareholder. H. Upon filing a demand for the value of his shares, the shareholder shall cease to have any of the rights of a shareholder except the rights accorded by this section. Such a demand may be withdrawn by the shareholder at any time before the corporation gives notice of disagreement, as provided in subsection D of this section. After such notice of disagreement is given, withdrawal of a notice of election shall require the written consent of the corporation. If a notice of election is withdrawn, or the proposed corporate action is abandoned or rescinded, or a court shall determine that the shareholder is not entitled to receive payment for his shares, or the shareholder shall otherwise lose his dissenter's rights, he shall not have the right to receive payment for his shares, his share certificates shall be returned to him (and, on his request, new certificates shall be issued to him in exchange for the old ones endorsed to the corporation), and he shall be reinstated to all his rights as a shareholder as of the B-2 filing of his demand for value, including any intervening preemptive rights, and the right to payment of any intervening dividend or other distribution, or, if any such rights have expired or any such dividend or distribution other than in cash has been completed, in lieu thereof, at the election of the corporation, the fair value thereof in cash as determined by the board as of the time of such expiration or completion, but without prejudice otherwise to any corporate proceedings that may have been taken in the interim. B-3 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 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 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. 2.1 Agreement and Plan of Merger dated as of July 19, 1995, between Premier Bancorp, Inc., Premier Acquisition Corporation and the Registrant. 2.2 First Amendment to Agreement and Plan of Merger dated as of September 7, 1995 by and among Premier Bancorp, Inc., Premier Acquisition Corporation and the Registrant. 3.1 Amended Articles of Incorporation of the Registrant (incorporated by reference from Exhibit 3.1 of the Annual Report of the Registrant on Form 10-K for the year ended December 31, 1991). 3.2 Code of Regulations of the Registrant (incorporated by reference from Exhibit 3.2 of the Annual Report of the Registrant 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 Annual Report of the Registrant on Form 10-K for the year ended December 31, 1989). 5 Opinion of Steven Alan Bennett, Esq., General Counsel for the Registrant, regarding the legality of securities being offered, including consent. 8 Opinion of Coopers & Lybrand L.L.P. regarding the Federal income tax consequences of the Merger, including consent. 23.1 Consent of Coopers & Lybrand L.L.P. relating to the opinion filed as Exhibit 8 (included in Exhibit 8 hereto.) 23.2 Consent of Coopers & Lybrand L.L.P. relating to the audited financial statements of the Registrant. 23.3 Consent of KPMG Peat Marwick LLP relating to the audited financial statements of Premier Bancorp, Inc. 23.4 Consent of Steven Alan Bennett, Esq., General Counsel for the Registrant (included in Exhibit 5 hereto). 23.5 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated. 24 Powers of Attorney (included elsewhere in Part II of this Registration Statement). 99.1 Form of Proxy to be used by Premier Bancorp, Inc. II-1 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. (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 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. (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. 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. II-2 (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 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 October 5, 1995. 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 William P. Boardman, Roman J. Gerber, William C. Leiter, George R. L. Meiling or Michael J. McMennamin 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 any subsequent registration statement filed by BANC ONE CORPORATION pursuant to Rule 462(b) of the Securities Act of 1933, 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 October 5, 1995 - ------------------------- (Principal Executive Officer John B. McCoy and Director) /s/ Richard J. Lehmann President and Director October 5, 1995 - ------------------------- Richard J. Lehmann /s/ Michael J. McMennamin Executive Vice President October 5, 1995 - ------------------------- (Principal Financial Officer) Michael J. McMennamin /s/ William C. Leiter Controller (Principal October 5, 1995 - ------------------------- Accounting Officer) William C. Leiter /s/ Charles E. Exley Director October 5, 1995 - ------------------------- Charles E. Exley II-4 Signature Title Date --------- ----- ---- /s/ E. Gordon Gee Director October 5, 1995 - ------------------------------ E. Gordon Gee /s/ John R. Hall Director October 5, 1995 - ------------------------------ John R. Hall /s/ Laban P. Jackson, Jr. Director October 5, 1995 - ------------------------------ Laban P. Jackson, Jr. /s/ John G. McCoy Director October 5, 1995 - ------------------------------ John G. McCoy /s/ Richard L. Scott Director October 5, 1995 - ------------------------------ Richard L. Scott /s/ Thekla R. Shackelford Director October 5, 1995 - ------------------------------ Thekla R. Shackelford /s/ Alex Shumate Director October 5, 1995 - ------------------------------ Alex Shumate /s/ Frederick P. Stratton, Jr. Director October 5, 1995 - ------------------------------ Frederick P. Stratton, Jr. /s/ Robert D. Walter Director October 5, 1995 - ------------------------------ Robert D. Walter II-5 EXHIBIT INDEX Exhibit 2.1 Agreement and Plan of Merger dated as of July 19, 1995, by and among Premier Bancorp, Inc., Premier Acquisition Corporation and the Registrant. Exhibit 2.2 First Amendment to Agreement and Plan of Merger dated as of September 7, 1995 by and among Premier Bancorp, Inc., Premier Acquisition Corporation and the Registrant. Exhibit 5 Opinion of Steven Alan Bennett, Esq., General Counsel for the Registrant, regarding the legality of securities being offered, including consent. Exhibit 8 Opinion of Coopers & Lybrand L.L.P. regarding the Federal income tax consequences of the Merger, including consent. Exhibit 23.2 Consent of Coopers & Lybrand L.L.P. relating to the audited financial statements of the Registrant. Exhibit 23.3 Consent of KPMG Peat Marwick LLP relating to the audited financial statements of Premier Bancorp, Inc. Exhibit 23.5 Consent of Merill Lynch, Pierce, Fenner & Smith Incorporated. Exhibit 99.1 Form of Proxy to be used by Premier Bancorp, Inc. EX-2.1 2 PLAN OF MERGER Exhibit 2.1 AGREEMENT and PLAN OF MERGER between PREMIER BANCORP, INC. and PREMIER ACQUISITION CORPORATION and BANC ONE CORPORATION TABLE OF CONTENTS TO MERGER AGREEMENT -------------------------------------
Page ---- RECITALS Section 1. Merger............................................... 2 Section 2. Name................................................. 2 Section 3. Business............................................. 2 Section 4. Effective Time of Merger; Articles of Incorporation.. 3 Section 5. Effect of Merger..................................... 3 Section 6. Liabilities upon Merger; Service of Process.......... 4 Section 7. Conversion of Shares................................. 5 Section 8. Board of Directors; Employees; and Name Change....... 9 Section 9. Employee Benefits and Stock Options.................. 9 Section 10. Undertakings of the Parties.......................... 10 Section 11. Tax Opinion.......................................... 18 Section 12. Representations and Warranties of BANC ONE........... 19 Section 13. Representations and Warranties of PAC................ 31 Section 14. Representations and Warranties of PREMIER............ 33 Section 15. Action by PREMIER Pending Effective Time............. 48 Section 16. Action by BANC ONE Pending Effective Time............ 52 Section 17. Conditions to Obligations of BANC ONE and PAC........ 54 Section 18. Conditions to Obligations of PREMIER................. 57 Section 19. Conditions to Obligations of All Parties............. 60 Section 20. Indemnification...................................... 61 Section 21. Non-Survival of Representations and Warranties....... 64 Section 22. Governing Law........................................ 65 Section 23. Assignment........................................... 65 Section 24. Satisfaction of Conditions; Termination.............. 65 Section 25. Waivers; Amendments.................................. 69 Section 26. Entire Agreement and 1992 Agreement.................. 69 Section 27. Captions; Counterparts............................... 70 Section 28. Notices.............................................. 70 SIGNATURES....................................................... 72
EXHIBIT A - PREMIER Subsidiaries List EXHIBIT B - Form of Affiliates Agreement EXHIBIT C - Opinion of Counsel for PREMIER EXHIBIT D - Opinion of Counsel for BANC ONE and PAC AGREEMENT AND PLAN OF MERGER ---------------------------- AGREEMENT AND PLAN OF MERGER dated as of July 19, 1995 (hereinafter called the "Merger Agreement"), between Premier Bancorp, Inc. (hereinafter called "PREMIER"), Premier Acquisition Corporation (hereinafter called "PAC") and BANC ONE CORPORATION (hereinafter called "BANC ONE"). WITNESSETH: PREMIER is a corporation duly organized under the laws of the State of Louisiana. Its principal office is located at 451 Florida Street, Baton Rouge, East Baton Rouge Parish, Louisiana. Except as set forth in Exhibit A hereto, --------- PREMIER, or a subsidiary of PREMIER, owns, beneficially and of record, all of the issued and outstanding capital stock of the banks listed in Exhibit A hereto --------- (the "Banks") and of the corporations and limited liability companies listed in Exhibit A hereto (collectively the "Companies"). The Banks and the Companies - --------- are hereinafter sometimes referred to collectively as the "Subsidiaries" and each, sometimes, as a "Subsidiary." PAC is a corporation duly organized under the laws of the State of Ohio. Its principal office is located at 100 East Broad Street, Columbus, Franklin County, Ohio. BANC ONE is a corporation duly organized under the laws of the State of Ohio. Its principal office is located at 100 East Broad Street, Columbus, Franklin County, Ohio. The respective Boards of Directors of PREMIER, PAC, and BANC ONE have each approved this Merger Agreement and the consummation of the transactions contemplated hereby and have approved the execution and delivery of this Merger Agreement. This Merger Agreement provides for the merger of PREMIER with and into PAC upon the terms and conditions of this Merger Agreement (the "Merger"). PAC will be the surviving corporation of the Merger. From and after the time the Merger shall become effective as set forth in Section 4 of this Merger Agreement, - 1 - and as and when required by this Merger Agreement, BANC ONE will issue shares of its common stock, without par value ("BANC ONE Common") in exchange for all of the issued and outstanding shares of PREMIER common stock, without par value, $5.00 stated value ("PREMIER Common"). It is understood by each of the parties hereto that BANC ONE seeks, as a result of the Merger, to acquire PREMIER, the Banks and the Companies and all of their respective operating assets and liabilities. Subject to the terms and conditions of this Merger Agreement, all parties will exert their best efforts to obtain such regulatory approvals and to effect such other actions as are necessary or appropriate to consummate the Merger. In consideration of the premises, PREMIER, BANC ONE and PAC hereby make this Merger Agreement and prescribe the terms and conditions of the Merger and the mode of carrying the Merger into effect as follows: 1. Merger. Subject to the terms and conditions hereinafter set forth, ------ PREMIER shall be merged with and into PAC pursuant to and in accordance with applicable provisions of the Louisiana Business Corporation Law (the "Louisiana BCL") and the General Corporation Law of the State of Ohio (the "Ohio GCL"), with the result that PAC shall be the surviving corporation. 2. Name. The name of the surviving corporation (hereinafter called the ---- "Surviving Corporation" whenever reference is made to it as of the Effective Time or thereafter) shall be "Banc One Louisiana Corporation." 3. Business. The business of the Surviving Corporation shall be that of a -------- bank holding company. The Surviving Corporation shall exist by virtue of, and be governed by the laws of, the State of Ohio and shall have its principal office at 451 Florida Street, Baton Rouge, Louisiana. - 2 - 4. Effective Time of Merger; Articles of Incorporation. Certificates of Merger --------------------------------------------------- shall be executed and filed with the Ohio Secretary of State and the Louisiana Secretary of State pursuant to applicable provisions of the Ohio GCL and the Louisiana BCL in order to cause the Merger to become effective as soon as possible after the Closing (as defined in Section 10(c)). The Merger shall become effective in accordance with applicable provisions of the Ohio GCL and the Louisiana BCL on the later to occur of (i) the filing with the Secretary of State of the State of Ohio of a Certificate of Merger pursuant to Section 1701.81 of the Ohio GCL and (ii) the filing with the Secretary of State of the State of Louisiana of a Certificate of Merger pursuant to Section 12:112(F) of the Louisiana Revised Statutes (the "Effective Time"). The Articles of Incorporation of PAC in effect as of the Effective Time shall be the Articles of Incorporation of the Surviving Corporation, except that Article FIRST of said Articles of Incorporation shall be amended, effective as of the Effective Time, to be and read as follows: FIRST: The name of this Corporation (hereinafter called the "Corporation") ----- is Banc One Louisiana Corporation. The Code of Regulations of PAC in effect as of the Effective Time shall be the Code of Regulations of the Surviving Corporation. 5. Effect of Merger. At the Effective Time, the separate corporate existence ---------------- of PREMIER and PAC, respectively, shall, as provided in applicable provisions of the Ohio GCL and the Louisiana BCL, be merged into and continued in PAC as the Surviving Corporation, which shall be deemed to be the same corporation as PREMIER and PAC. All rights, franchises and interests of PREMIER and PAC, respectively, in and to every type of property, real, personal and mixed, and choses in action, shall be transferred to and vested in PAC as the Surviving Corporation by virtue of the Merger without any deed or other - 3 - transfer in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by PREMIER and PAC, respectively, at the Effective Time, as provided in applicable provisions of the Ohio GCL and the Louisiana BCL; provided, however, that with respect to any real property of PREMIER situated in the State of Louisiana, Certificates of Merger must be filed in the parishes in which such real estate is situated in order to reflect transfer of such properties to the Surviving Corporation. 6. Liabilities upon Merger; Service of Process. The Surviving Corporation ------------------------------------------- shall be responsible for all of the liabilities of every kind and description of PREMIER and PAC existing as of the Effective Time. The filing of a Certificate of Merger with the Secretary of State of the State of Louisiana, accompanied by such other documents as are required by the Louisiana BCL, shall operate as a consent by the Surviving Corporation that it may be sued and served with process in the State of Louisiana in any suit, action or proceeding for the enforcement of any obligation or liability of PREMIER; as an irrevocable consent by the Surviving Corporation to service upon and by the Louisiana Secretary of State as agent of the Surviving Corporation to accept service of process in any such suit, action or proceeding for the enforcement of any such obligation or liability; and as an appointment by the Surviving Corporation of James H. Napper, II whose address is 451 Florida Street, Baton Rouge, Louisiana 70801, as agent of the Surviving Corporation for service of process in any action, suit or proceeding to enforce any such obligation or liability of PREMIER, to whom the Louisiana Secretary of State may mail a copy of any such process served upon the Louisiana Secretary of State. - 4 - 7. Conversion of Shares. -------------------- (a) At the Effective Time: (i) Each share of PREMIER Common that is issued and outstanding immediately prior to the Effective Time, together with any and all PREMIER Common Stock purchase rights and related interests and rights associated with each such share of PREMIER Common ("Rights") arising from, related to and/or issued pursuant to the Rights Agreement dated January 18, 1989 between PREMIER and Premier Bank, N.A., as Rights Agent (the PREMIER Rights Plan"), by virtue of the Merger and without any action of the part of the holder thereof shall thereupon be converted into 0.617761 share of BANC ONE Common subject, however, to (i) the anti-dilution provisions of Section 7(e) of this Merger Agreement and (ii) provisions set forth in Section 7(c) with respect to fractional shares (the "Exchange Rate"). (ii) The 500 shares of Common Stock of PAC issued and outstanding immediately prior to the Effective Time shall, thereupon and without further notice, continue to be issued and outstanding shares of common stock of the Surviving Corporation. (iii) Any shares of PREMIER Common held by PREMIER as treasury stock, together with any and all Rights associated therewith arising from, related to and/or issued pursuant to the PREMIER Rights Plan, immediately prior to the Effective Time shall be canceled and shall not represent capital stock of and/or any right or interest with respect to BANC ONE or the Surviving Corporation and shall not be exchanged for shares of BANC ONE Common. - 5 - (iv) The Rights issued pursuant to the PREMIER Rights Plan shall expire and neither the Surviving Corporation nor BANC ONE shall have any obligations with respect thereto. (b) PREMIER's shareholders of record at the Effective Time, for the shares of PREMIER Common then held by them, respectively, shall be allocated and be entitled to receive (upon surrender for cancellation of certificates formerly representing shares of PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan) certificates for shares of BANC ONE Common as shall be equal to the number of shares of PREMIER Common outstanding immediately prior to the Effective Time multiplied by the Exchange Rate. (c) No certificate for fractional shares of BANC ONE Common will be issued by BANC ONE in connection with the exchange contemplated by the Merger, but in lieu thereof, any holder of PREMIER Common shall, upon surrender of the certificate or certificates representing such PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan, be paid cash, without interest, by BANC ONE for such fractional shares, if any, on the basis of the BANC ONE Average Price (as hereinafter defined). The BANC ONE Average Price shall mean the average of the closing prices of BANC ONE Common on the New York Stock Exchange ("NYSE") during the Valuation Period (as hereinafter defined) as reported in The Wall Street Journal for NYSE Composite Transactions. The term ----------------------- "Valuation Period" shall mean the ten consecutive NYSE trading days ending on the eighth NYSE trading day immediately prior to the Closing Date . (d) As soon as practicable after the Effective Time, and subject to the provisions set forth above relating to fractional shares, BANC ONE will, or will cause Harris Trust and Savings Bank, as Exchange Agent for BANC ONE to, distribute to the former holders of PREMIER Common (or their respective designees) in exchange - 6 - for and upon surrender for cancellation by such holders of a certificate or certificates formerly representing shares of PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan, the certificate(s) for shares of BANC ONE Common in accordance with the Exchange Rate. Each certificate formerly representing PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan shall be deemed for all purposes to evidence the ownership of the number of shares of BANC ONE Common into which such shares have been converted pursuant to the Exchange Rate; provided, however, that, until such surrender of a holder's certificate or certificates formerly representing shares of PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan, the holder thereof shall not be entitled to receive any dividend or other payment or distribution payable to holders of BANC ONE Common. Upon such surrender (or, in lieu of surrender, other provisions reasonably satisfactory to BANC ONE as are made as set forth in the next following paragraph), there shall be paid to the person entitled thereto the aggregate amount of dividends or other payments or distributions (in each case without interest) which became payable after the Effective Time, to the extent not previously paid to such person, on the whole shares of BANC ONE Common represented by the certificates issued upon such surrender and exchange or in accordance with such other provisions, as the case may be. After the Effective Time the holders of certificates formerly representing shares of PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan shall cease to have rights with respect to such shares and to any related Rights and their sole right shall be to exchange said certificates for shares of BANC ONE Common and any fractional share payment in accordance with this Merger Agreement. Certificates formerly representing shares of PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan surrendered for cancellation by each shareholder entitled to exchange such shares for shares of BANC ONE Common - 7 - shall be accompanied by such appropriate, executed letters of transmittal as BANC ONE may reasonably require; provided, however, that if there be delivered to BANC ONE by any person who is unable to produce any such certificate formerly representing shares of PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan for surrender (i) evidence to the reasonable satisfaction of BANC ONE that any such certificate has been lost, wrongfully taken or destroyed, and (ii) such security or indemnity as reasonably may be requested by BANC ONE to save it harmless, and (iii) evidence to the reasonable satisfaction of BANC ONE that such person is the owner of the shares theretofore represented by each certificate claimed by him to be lost, wrongfully taken or destroyed and that he is the person who would be entitled to present each such certificate and to receive shares of BANC ONE Common pursuant to this Merger Agreement, then BANC ONE, in the absence of actual notice to it that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall deliver to such person the certificate(s) representing shares of BANC ONE Common (and any fractional share payment) which such person would have been entitled to receive upon surrender of each such lost, wrongfully taken or destroyed certificate representing shares of PREMIER Common. (e) If prior to the Effective Time, (i) PREMIER shall declare a stock dividend or distribution upon or subdivide, split up, reclassify or combine PREMIER Common or declare a dividend, or make a distribution, on PREMIER Common in any security convertible into PREMIER Common or (ii) BANC ONE shall declare a stock dividend or distribution upon or subdivide, split up, reclassify or combine BANC ONE Common or declare a dividend, or make a distribution, on BANC ONE Common in any security convertible into BANC ONE Common, appropriate adjustment or adjustments will be made in the Exchange Rate and other factors used to determine or limit the Exchange Rate. - 8 - 8. Board of Directors, Employees and Name Changes. The directors of PREMIER ---------------------------------------------- immediately prior to the Effective Time shall serve as the directors of the Surviving Corporation immediately following the Effective Time and until the next annual meeting of shareholders at which their respective successors are elected and qualified. The officers and employees of the Surviving Corporation immediately following the Effective Time shall be the officers and employees of PREMIER immediately before the Effective Time with each such person to hold the same office in the Surviving Corporation as held by such person in PREMIER. The directors, officers and employees of the Subsidiaries immediately following the Effective Time shall be the officers and employees of the respective Subsidiaries immediately before the Effective Time. Subject to a review of the operations of PREMIER and its Subsidiaries and to commercial conditions that exist as of the Effective Time, it generally is the current intention of BANC ONE to retain the then existing employees of PREMIER and the Subsidiaries. PREMIER will cooperate with BANC ONE in the procurement of requisite corporate and regulatory approvals and, if requested by BANC ONE, will use its best efforts to take such other steps as are appropriate and necessary to effect changes in the name of each of the Subsidiaries to include the words "Bank One" or "Banc One" so that such name changes will become effective at the Effective Time or such other time subsequent to the Effective Time as may be requested by BANC ONE. 9. Employee Benefits and Stock Options. Following the Effective Time, the ----------------------------------- stock options, if any, and employee benefit programs to be available and applicable to the officers and employees of PREMIER and the Subsidiaries shall be described in and governed by a Letter Agreement dated July 19, 1995 between PREMIER and BANC ONE (the "Benefits Agreement"). - 9 - 10. Undertakings of the Parties. PREMIER, PAC and BANC ONE further agree as --------------------------- follows: (a) This Merger Agreement shall be submitted to the shareholders of PREMIER for approval at a meeting to be called and held in accordance with applicable law and the Articles of Incorporation and By-laws of PREMIER. Such shareholders' meeting will be scheduled to be held at a time mutually acceptable to PREMIER and BANC ONE approximately 30 to 45 days following the mailing by PREMIER of its proxy statement to its shareholders, which mailing will promptly follow the effective date of the registration statement to be filed by BANC ONE with the Securities and Exchange Commission (the "SEC") as provided in Section 10(d). PREMIER and BANC ONE will cooperate with each other in order to facilitate the preparation, filing and clearance of the registration statement and the proxy statement under federal and state securities laws to be used with respect to such shareholders' meeting and the exchange of shares as contemplated by this Merger Agreement. PREMIER's obligation to submit this Merger Agreement to a vote at the shareholders' meeting shall be subject to the receipt by PREMIER of the opinion of Merrill Lynch, Pierce, Fenner & Smith, Incorporated, dated as of a date not more than five days prior to the date of the Proxy Statement/Prospectus with respect to the fairness of the transaction to PREMIER's shareholders from a financial point of view satisfactory in form and substance to PREMIER and its counsel. (b) BANC ONE will promptly prepare and file an application (believed in good faith by BANC ONE to be substantially complete in form and substance) to the Board of Governors of the Federal Reserve System (the "Board") under appropriate provisions of Section 3 and Section 4 of the Bank Holding Company Act of 1956, as amended, and to the Louisiana Commissioner of Financial Institutions (the "Commissioner") under appropriate provisions of Louisiana Interstate Banking Law for prior approval of the Merger or the proposed acquisition of PREMIER - 10 - and/or one of more of the Subsidiaries by BANC ONE. PREMIER will promptly furnish BANC ONE such information, appropriate representations and documents as may be reasonably requested by BANC ONE in connection therewith. BANC ONE will use its best efforts to cause such applications to be approved by the Board and the Commissioner, and to obtain such other regulatory consents and approvals as may be necessary to facilitate the Merger, in each case as soon as possible. Before such applications are filed, BANC ONE will provide PREMIER and its counsel with an opportunity to promptly review drafts of all such applications and to comment on the portions of such applications that contain information about PREMIER. BANC ONE will promptly provide PREMIER and its counsel with copies of all such applications as filed together with correspondence to or from any such regulators related thereto. (c) The closing of the Merger (the "Closing") shall, unless another date or place is agreed to in writing by the parties hereto, take place at the offices of BANC ONE, 100 East Broad Street, Columbus, Ohio 43271 on the last business day of a month which first occurs on or after the later of (i) the expiration of any required waiting period following the approval of the consummation of the Merger by the Board and Commissioner, (ii) the date of the meeting of shareholders of PREMIER to approve the Merger or (iii) the business day following the satisfaction or waiver of all conditions to the Merger. The date on which the closing is held is herein referred to as the "Closing Date." (d) BANC ONE will promptly prepare and file with the SEC and use its best efforts to cause to become effective as soon as possible, a registration statement, including the related prospectus, and including the proxy statement referred to in Section 10(a), above (the "Proxy Statement/Prospectus"), and any required amendments thereto or supplements to any prospectus contained therein, relating to the issuance of BANC ONE Common in the Merger as contemplated by this Merger - 11 - Agreement. Such registration statement will not cover resales by any persons who may be considered "underwriters" under Rule 145(c) of the Securities Act of 1933, as amended (the "1933 Act"). PREMIER and its counsel shall assist BANC ONE in the preparation of the Proxy Statement/Prospectus and BANC ONE will provide PREMIER and its counsel with an opportunity to prepare material particularly related to PREMIER and matters with respect to disclosing the background of the transaction and reasons for the transaction. Before being filed with the SEC, BANC ONE will provide PREMIER and its counsel with the opportunity to promptly review such filing and comment thereon, which comments BANC ONE will reasonably consider. BANC ONE will promptly provide PREMIER and its counsel with copies of all SEC filings related to the Proxy Statement/Prospectus and the Registration Statement together with correspondence to or from the SEC related thereto. BANC ONE shall use its best efforts to have the shares of BANC ONE Common qualified or exempted from qualification under all applicable state securities laws as soon as possible. In the event that a stop order has been issued, or threatened, by the SEC, that suspends or would suspend the effectiveness of the registration statement, BANC ONE shall use its best efforts to promptly remove, or cause not to be issued, any such stop order. (e) BANC ONE will assume and pay, or will cause PAC to pay, all expenses incident to the obtaining of the requisite regulatory consents and approvals. Without limiting the generality of the foregoing, the expenses to be assumed and paid by BANC ONE shall include (i) all legal and other expenses and taxes incurred by BANC ONE incident to the consummation of the Merger contemplated by this Merger Agreement, (ii) all legal and other expenses incurred by BANC ONE incident to the preparation and filing of the applications to the Board and the Commissioner and other requests for regulatory consents and approvals with the appropriate bank regulatory agencies as set forth in or contemplated by this Merger Agreement, (iii) all legal and other expenses, if any, incurred in connection - 12 - with the registration of BANC ONE Common under federal and state securities laws, and (iv) expenses associated with obtaining the tax opinion contemplated by Section 11 of this Merger Agreement. The expenses to be assumed and paid by BANC ONE shall not include any legal or other expenses incurred by PREMIER in the negotiation of this Merger Agreement, the examination or review of documents for its own benefit, in connection with its own corporate proceedings or to Merrill Lynch, Pierce, Fenner & Smith, Incorporated or to any other investment banker or advisor for services rendered on its behalf. BANC ONE will pay the expenses of reproducing the Proxy Statement/Prospectus. PREMIER shall be responsible for its legal and accounting fees associated with the Proxy Statement/Prospectus, including the expenses and fees to Merrill Lynch, Pierce, Fenner & Smith, Incorporated with respect to any opinion expressed with respect to the fairness of the Exchange Rate to the holders of PREMIER Common. (f) All information furnished by one party to another party in connection with this Merger Agreement (whether before or after the date of this Merger Agreement) and the transactions contemplated hereby which is regarded by such furnishing party as confidential (and is so designated not later than the time of delivery or the date of this Merger Agreement) will be kept confidential by such other party and will be used by such other party and its directors, officers, employees and representatives of its advisors only in connection with this Merger Agreement and the transactions contemplated hereby, except to the extent that such information (i) is already known to such other party when received, (ii) thereafter becomes lawfully obtainable from other sources, otherwise than in violation of this paragraph or similar duties or provisions regarding confidentiality, or (iii) is, in the reasonable opinion of legal counsel for such other party, required to be disclosed in any document filed with the SEC, the Board, the Commissioner or any other governmental agency or authority. - 13 - (g) Each of BANC ONE and PREMIER will provide the other with copies of all filings it makes with the SEC under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1933 Act and the respective rules and regulations of the SEC thereunder at the time such filings are made at any time prior to the Effective Time. Insofar as any such filing refers to or describes this Merger Agreement, the other party hereto, or the transactions contemplated hereby, the filing party will provide to the other party a draft thereof reasonably in advance of making such filing, will provide the other party and its counsel reasonable opportunity to comment on such filing and will give due consideration to any comments of the other party and its counsel before making such filing. (h) BANC ONE and PAC will furnish to PREMIER all information concerning BANC ONE and PAC reasonably required by PREMIER in connection with the preparation of proxy solicitation materials for use in soliciting proxies in connection with the meeting of PREMIER's shareholders called for the purpose of voting on the Merger and will promptly advise PREMIER if BANC ONE determines that any of such information is or becomes false or misleading in any material respect. PREMIER will furnish to BANC ONE all information concerning PREMIER and the Subsidiaries reasonably required by BANC ONE in connection with BANC ONE's preparation of the registration statement (including the related prospectus) and any required amendments or supplements thereto, or in connection with other filings by BANC ONE relating to the registration of its shares to be issued in the Merger and will promptly advise BANC ONE if PREMIER determines that any such information is or becomes false or misleading in any material respect. (i) No press release or other public disclosure of matters related to this Merger Agreement or any of the transactions contemplated hereby shall be made by PREMIER or BANC ONE unless the other party shall have provided its prior - 14 - consent to the form and substance thereof; provided, however, that nothing herein shall be deemed to prohibit any party hereto from making any disclosure which its counsel deems necessary or advisable in order to fulfill such party's disclosure obligations imposed by law. (j) As soon as possible after the execution of this Merger Agreement, BANC ONE will vote all the shares of PAC to approve and adopt the proposal to merge PREMIER with PAC at a meeting of the shareholders of PAC held for such purpose or by means of a unanimous written consent of PAC's shareholders adopted in lieu of a meeting to approve the Merger and approve this Merger Agreement. (k) BANC ONE will vote, and will cause its subsidiaries to vote, any shares of PREMIER Common held by it or any such subsidiary, except for shares held in a fiduciary capacity, to approve and adopt this Merger Agreement and the Merger at a meeting of PREMIER shareholders held to approve the Merger and adopt this Merger Agreement. (l) For not less than the two-year period immediately following the Effective Time, BANC ONE shall make available adequate current public information about itself as that terminology is used in and as required by Rule 144(c) of the SEC under the 1933 Act. (m) PREMIER will use its reasonable best efforts to cause each person who, in the joint opinion of counsel for BANC ONE and PREMIER, is at the Effective Time or was, at the time of PREMIER's shareholders' meeting referred to in Section 10 hereof, an "affiliate" of PREMIER (as that term is used in Rules 144 and 145 promulgated by the SEC under the 1933 Act), to execute and deliver to BANC ONE a written agreement, in the form of attached Exhibit B, that such person will --------- - 15 - not sell, pledge, transfer or otherwise dispose of the shares of BANC ONE Common to be received by such person in the Merger, except in compliance with the applicable provisions of the 1933 Act. (n) BANC ONE will initiate a pre-acquisition investigation and review of the books, records and facilities of PREMIER and its Subsidiaries and will complete such pre-acquisition investigation as soon as reasonably possible but, in no event, not more than 60 days after the date of this Merger Agreement. BANC ONE shall advise PREMIER at the conclusion of such pre-acquisition investigation of all matters then known to BANC ONE which are either (i) inconsistent in any material and adverse respect with any of the representations and warranties of PREMIER contained in this Merger Agreement or (ii), in the reasonable judgment of the Board of Directors of BANC ONE, either (x) to be of such significance as to materially and adversely affect the financial condition or the results of operations of PREMIER and the Subsidiaries on a consolidated basis or (y) to deviate materially and adversely from PREMIER's audited financial statements for the year ended December 31, 1994 or PREMIER's unaudited financials for the three-month period ended June 30, 1995. BANC ONE shall have the right to terminate this Merger Agreement as set forth in Section 24(c). (o) PREMIER will initiate a pre-acquisition investigation and review of the books, records and facilities of BANC ONE and its subsidiaries and will complete such pre-acquisition investigation not later than 10 business days following the date of this Merger Agreement. PREMIER shall advise BANC ONE at the conclusion of such pre-acquisition investigation of all matters then known to PREMIER which are either (i) inconsistent in any material and adverse respect with any of the representations and warranties of BANC ONE contained in this Merger Agreement or (ii), in the reasonable judgment of the Board of Directors of PREMIER, either (x) to be of such significance as to materially and adversely affect the financial - 16 - condition or the results of operations of BANC ONE and the subsidiaries on a consolidated basis or (y) to deviate materially and adversely from BANC ONE's audited financial statements for the year ended December 31, 1994 or BANC ONE's unaudited financials for the three-month period ended June 30, 1995. PREMIER shall have the right to terminate this Merger Agreement as set forth in Section 24(d). (p) BANC ONE will use its reasonable best efforts to cause the shares of BANC ONE Common to be issued to the shareholders of PREMIER pursuant to this Merger Agreement to be listed on the NYSE as of the Closing Date. (q) PREMIER shall take all action, as necessary, with respect to the PREMIER Rights Plan, to prevent the approval, execution, delivery or implementation of this Merger Agreement or the consummation of the Merger, or the acquisition of shares of PREMIER Common by BANC ONE pursuant to the provisions of this Merger Agreement from resulting in the grant, issuance or triggering of any right or entitlement or the obligation to grant or issue any interest in PREMIER Common, BANC ONE Common or the common stock of the Surviving Corporation to any person under the PREMIER Rights Plan or enabling or allowing any Right or other interest associated with the PREMIER Rights Plan to be exercised, distributed or triggered. (r) PREMIER shall take all reasonable action pursuant to the provisions of The Premier Bancorp, Inc. 1991 Stock Option Plan (the "PREMIER Stock Option Plan") and the stock option agreements related thereto to encourage the holders of such options to exercise such options so that prior to the Closing Date all such options will have been converted into shares of PREMIER Common. - 17 - (s) If at a time reasonably close to the anticipated Closing Date it appears that options for shares of PREMIER Common issued to officers and employees of PREMIER and the Subsidiaries related to the PREMIER Stock Option Plan will not be exercised and converted into shares of PREMIER Common prior to the Closing Date, BANC ONE will, prior to the Effective Time, file with the SEC and use its reasonable best efforts to cause to become effective not later than the Effective Time, a registration statement on Form S-8 or other appropriate form to register with the SEC the shares of BANC ONE Common which may be issued to individuals upon the exercise of stock options assumed by BANC ONE pursuant to the Benefits Agreement and will use its reasonable best efforts to cause such registration statement to remain in effect until the exercise or expiration of all such options and/or other stock- related benefits. BANC ONE shall use its reasonable best efforts to have the shares of BANC ONE Common which may be issued upon the exercise of such options qualified or exempted from qualification from all applicable state securities laws. 11. Tax Opinion. BANC ONE and PREMIER shall use their respective best ----------- efforts to obtain from Coopers & Lybrand a written opinion addressed to PREMIER, its shareholders and BANC ONE that, based upon the Internal Revenue Code and regulations thereunder and rulings issued by the Internal Revenue Service in transactions similar to those contemplated by this Merger Agreement: (a) The statutory Merger of PREMIER with and into PAC will constitute a reorganization within the meaning of Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Internal Revenue Code; (b) No gain or loss will be recognized by BANC ONE or PREMIER as a consequence of the transactions herein contemplated; - 18 - (c) No gain or loss will be recognized to the shareholders of PREMIER on the exchange of their shares of PREMIER Common for shares of BANC ONE Common (disregarding for this purpose any cash received in lieu of fractional share interests); (d) The Federal income tax basis of the BANC ONE Common received by the shareholders of PREMIER Common for their shares of PREMIER Common will be the same as the Federal income tax basis of the PREMIER Common surrendered in exchange therefor (reduced by any amount allocated to fractional share interests for which cash is received); and (e) The holding period of the BANC ONE Common received by a shareholder of PREMIER will include the period for which the PREMIER Common exchanged therefor was held, provided the exchanged PREMIER Common was held as a capital asset by such shareholder on the date of the exchange. 12. Representations and Warranties of BANC ONE. BANC ONE represents and ------------------------------------------ warrants to PREMIER that, except as set forth in BANC ONE's disclosure letter to PREMIER dated as of July 19, 1995 and delivered to PREMIER not later than the time of the execution of this Merger Agreement (the "BANC ONE Disclosure Letter"): (a) BANC ONE is a corporation duly organized and validly existing in good standing under the laws of the State of Ohio, is a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and is qualified to do business and is in good standing in the State of Ohio, together with all other jurisdictions where it is both required to so qualify and where the failure to so qualify would have a material adverse effect on the business, operations, financial condition or results of operations of BANC ONE and its subsidiaries, taken as a whole, or on the ability of BANC ONE to consummate the transactions - 19 - contemplated hereby (a "BANC ONE Material Adverse Effect"), and BANC ONE has full power and authority (including all licenses, franchises, permits and other governmental authorizations which are legally required) to engage in the businesses and activities now conducted by it and its subsidiaries. BANC ONE is not subject to any formal or informal agreement or understanding with, nor is it subject to any order of, any bank regulatory authority restricting or prohibiting or attempting to restrict or prohibit any activities or conduct of BANC ONE. Subject only to obtaining the required regulatory approvals, BANC ONE is, and at all times after the date of this Merger Agreement to and including the Effective Time will be, authorized to effect the Merger under applicable law. As of March 31, 1995, the authorized capital stock of BANC ONE consisted of (i) 600,000,000 shares of BANC ONE Common, of which a total of 394,378,724 shares were issued and outstanding and 15,630,500 were held by BANC ONE as treasury stock and (ii) 35,000,000 shares of preferred stock without par value, of which 4,997,999 shares were issued and outstanding as Series C $3.50 Cumulative Convertible Preferred Stock. All of the issued and outstanding shares of BANC ONE's capital stock are duly authorized, validly issued, fully paid, nonassessable and subject to no pre-emptive rights. Since March 31, 1995 BANC ONE has issued approximately 412,000 additional shares of BANC ONE Common and has issued no additional shares of preferred stock. (b) BANC ONE has furnished to PREMIER copies of the following financial statements relating to BANC ONE and its consolidated subsidiaries: (i) the audited Consolidated Balance Sheets of BANC ONE as of December 31, 1994 and 1993 and the Consolidated Statements of Income, Shareholders' Equity and Cash Flows for each of the years in the three-year period ended December 31, 1994, together with the notes thereto, as audited by Coopers & Lybrand, independent auditors as included in BANC ONE's Annual Report on Form 10-K for the year ended December 31, 1994 as filed with the SEC; and (ii) the unaudited - 20 - Consolidated Balance Sheet of BANC ONE as at March 31, 1995 and the related unaudited Consolidated Statements of Income, Shareholders' Equity and Cash Flows for the quarter then ended, together with the notes thereto as included in BANC ONE's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, as filed with the SEC. Each of the aforementioned financial statements, and all financial statements included in Form 10-K or Forms 10-Q filed with the SEC subsequent to the date of this Merger Agreement and prior to the Effective Time will, present fairly, in accordance with generally accepted accounting principles (applied on a consistent basis except as disclosed in the footnotes thereto), the consolidated financial position and results of operations of BANC ONE as of the dates and for the periods therein set forth. Such financial statements do not or will not, as of the dates thereof, include any material asset or omit any material liability, absolute or contingent, or other fact, the inclusion or omission of which renders or would render such financial statements, in light of the circumstances under which they were made, misleading in any material respect. Since March 31, 1995, there has not been any change in the financial condition, results of operations or business of BANC ONE and its subsidiaries that has had a BANC ONE Material Adverse Effect. (c) Since December 31, 1991, BANC ONE and each of its subsidiaries has filed all reports, registrations and statements, together with any required amendments thereto, that any of them was required to file with (i) the SEC, including, but not limited to, all Forms 10-K, Forms 10-Q, Forms 8-K, annual reports and proxy statements, (ii) the Board, (iii) the Federal Deposit Insurance Corporation (the "FDIC"), (iv) the Office of the Comptroller of the Currency (the "OCC") and (v) any applicable state securities or banking authorities. All such reports and statements filed (and to be filed in the future) with any such regulatory body or authority are collectively referred to in this Merger Agreement as the "Reports." As of their respective dates, the Reports complied or, if filed in the future, will - 21 - comply, in all material respects with the respective rules and regulations promulgated by the SEC, the Board, the FDIC, the OCC and state securities or banking authorities, and did not contain at the time filed, and all Reports to be filed after the date hereof and prior to the Effective Time will not contain at the time filed, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Boards of Directors of BANC ONE and PAC have duly authorized the execution and delivery of this Merger Agreement and approved the Merger as contemplated by this Merger Agreement. No authorization of this Merger Agreement or of the transactions hereby contemplated is required by the shareholders of BANC ONE. BANC ONE and PAC have all requisite power and authority to enter into this Merger Agreement and BANC ONE has and, after BANC ONE's vote of the shares of PAC in favor of the Merger as contemplated by Section 10(j), BANC ONE and PAC will have the corporate authority to consummate the transactions contemplated hereby. Subject, with respect to PAC, to approval by BANC ONE as PAC's sole shareholders, this Merger Agreement constitutes the valid and legally binding and enforceable obligation of each of BANC ONE and PAC, and this Merger Agreement and the consummation of the Merger have been duly authorized and approved on behalf of BANC ONE and PAC by all requisite corporate action. Neither the execution and delivery of this Merger Agreement nor, provided the required approvals are obtained from the Board and the Commissioner, the consummation of the Merger will conflict with, result in the breach of, constitute a default under or accelerate the performance provided by the terms of any law, or any rule or regulation of any governmental agency or authority or any judgment, order or decree of any court, bank regulatory agency or other governmental agency to which BANC ONE is subject, any contract, agreement or instrument to which BANC ONE is a party or by which - 22 - BANC ONE is bound or committed, or the Articles of Incorporation or Code of Regulations of BANC ONE, or constitute an event which with the lapse of time or action by a third party, could result in a default under any of the foregoing or result in the creation of any lien, charge or encumbrance upon any of the assets or properties of BANC ONE or upon any of the stock of BANC ONE or adversely affect the ability of BANC ONE to consummate the transactions contemplated hereby, except, in the case of contracts, agreements or instruments, such defaults, conflicts or breaches which either (i) will be cured or waived prior to the Effective Time or (ii) if not so cured or waived would not, in the aggregate, have a BANC ONE Material Adverse Effect. (e) The reserve for possible loan and lease losses shown on the March 31, 1995 Consolidated Balance Sheet of BANC ONE is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable) as of March 31, 1995. (f) Except as disclosed in the financial statements referred to in Section 12(b), there is no litigation, action, suit, investigation or proceeding pending or, to the best of the knowledge of BANC ONE and its executive officers after due inquiry, overtly threatened against or affecting BANC ONE or any of its subsidiaries or involving any of their respective properties or assets, at law or in equity, before any federal, state, municipal, local or other governmental authority, which is reasonably likely to be resolved adversely to the interest of BANC ONE or its subsidiaries and, if so resolved, would have a BANC ONE Material Adverse Effect or materially impair its ability to perform under this Merger Agreement, and to the best of the knowledge of BANC ONE and its executive officers after due inquiry, no one has reasonable or valid grounds on which it reasonably can be expected that anyone - 23 - will assert or initiate any such litigation, action, suit, investigation or proceeding against BANC ONE or any of its subsidiaries. (g) At the Effective Time and on such subsequent dates when the former shareholders of PREMIER surrender their PREMIER share certificates for cancellation and exchange, the shares of BANC ONE Common to be exchanged with former shareholders of PREMIER will have been duly authorized and validly issued by BANC ONE and will be fully paid and nonassessable and subject to no pre-emptive rights. (h) BANC ONE and each of its subsidiaries have good and marketable title to all their respective assets and properties, whether real or personal, tangible or intangible, including without limitation the capital stock of its subsidiaries and all other assets and properties reflected in BANC ONE's Consolidated Balance Sheet as of March 31, 1995 or which would be reflected thereon if not fully amortized or depreciated or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31, 1995). Such assets and properties are subject to no liens, mortgages, security interests, encumbrances, pledges or charges of any kind, except (i) as noted in said Consolidated Balance Sheet or the notes thereto or, with respect to assets and properties acquired after March 31, 1995, as noted in BANC ONE's Consolidated Balance Sheet or the notes thereto included in a periodic report filed with the SEC; (ii) statutory liens for taxes not yet delinquent; (iii) landlord's liens; and (iv) minor defects and irregularities in title and encumbrances which do not materially impair the use thereof for the purposes for which they are held; and such liens, mortgages, security interests, encumbrances and charges do not, in the aggregate, have a BANC ONE Material Adverse Effect. BANC ONE and its subsidiaries as lessees have the unqualified right under valid and subsisting leases to occupy, use, possess and control all property leased by BANC ONE and - 24 - its subsidiaries. At the Effective Time all limitations affecting such properties will not, in the aggregate, have a BANC ONE Material Adverse Effect. (i) To the best of the knowledge of BANC ONE and its executive officers after due inquiry, BANC ONE and its subsidiaries have complied with all laws, regulations and orders applicable to them and to the conduct of their businesses, including without limitation all statutes, rules and regulations pertaining to the conduct of banking activities, except for violations which, together with any penalty which results therefrom, have not had and will not have a BANC ONE Material Adverse Effect. Neither BANC ONE nor any of its subsidiaries is in default under, and no event has occurred which, to the best of the knowledge of BANC ONE and its executive officers, after due inquiry, is likely to result in a default under the terms of any judgment, decree, order, writ, rule or regulation of any governmental authority or court, whether federal, state or local and whether at law or in equity, in each case where the default has had or is likely to have a BANC ONE Material Adverse Effect. (j) BANC ONE and PAC have not incurred and will not incur directly or indirectly any liability for brokerage, finders' or investment bankers' fees or commissions in connection with this Merger Agreement or the transactions contemplated hereby. (k) Each pension, stock bonus or purchase, profit-sharing, retirement, health and welfare plan maintained by or covering employees of BANC ONE or any subsidiary of BANC ONE other than a multi employer plan (for purposes of this paragraph hereinafter referred to collectively as the "Plans") which purports to be a qualified plan under Section 401(a) of the Code is so qualified. All of the Plans which constitute employee pension benefit or employee welfare benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended - 25 - ("ERISA"), have been maintained in compliance in all material respects with the applicable requirements of ERISA. All material notices, reports and other filings required under applicable law to be given or made to or with any governmental agency with respect to the Plans have been timely filed or delivered. BANC ONE and its executive officers, after due inquiry, have no knowledge of (i) any circumstances which would adversely affect the qualification of the Plans or their compliance with the applicable requirements of ERISA, or would result or have resulted in liability under Title IV of ERISA or (ii) any "reportable event" (as such term is defined in Section 4043(b) of ERISA) or any "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975(c) of the Code) which has occurred since the date on which said sections became applicable to the Plans and which could reasonably be expected to result in any material liability of BANC ONE or any subsidiary to the Pension Benefit Guaranty Corporation (the "PBGC"), the Department of Treasury, the Department of Labor or any multiemployer plan. Those Plans which are defined benefit plans within the meaning of ERISA meet the minimum funding standards set forth in the Code and ERISA and the assets of such Plans equal or exceed the current value of accrued benefits under such Plans on a termination basis using PBGC interest rates as of the most recent plan valuation dates. There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans, any fiduciaries thereof with respect to their duties to the Plans or the assets of any of the trusts under any of the Plans which could reasonably be expected to result in any material liability of BANC ONE or any subsidiary to the PBGC, Department of Treasury, Department of Labor or any multiemployer plan. (l) Except where the failure to file would not have a BANC ONE Material Adverse Effect, BANC ONE and/or its subsidiaries have duly filed all federal, state, county and local income, franchise, bank, excise, real and personal property and other tax - 26 - returns and reports (including, but not limited to, those relating to social security, withholding, unemployment insurance, and occupation, sales and use taxes and those filed on a consolidated, combined or unitary basis) required to have been filed by BANC ONE or its subsidiaries up to the date hereof. All of the foregoing returns are true and correct in all material respects, and BANC ONE and its subsidiaries have paid or, prior to the Effective Time, will pay all taxes, interest, additions to tax, and penalties shown on such returns or reports as being due or (except to the extent the same are contested in good faith and, if material, summarized in the BANC ONE Disclosure Letter) claimed to be due to any federal, state, county, local or other taxing authority, and there is, and at the Effective Time will be, no basis for any additional claim or assessment which might have a BANC ONE Material Adverse Effect, except for those being contested in good faith and summarized in the BANC ONE Disclosure Letter. BANC ONE and its subsidiaries have paid or made adequate provision in their financial statements or on their books and records for all taxes payable in respect of all periods ending on or before the date hereof. BANC ONE and its subsidiaries have, and at the Effective Time will have, no liability for any taxes, interest, additions to tax, or penalties of any nature whatsoever, except for those taxes which may have arisen up to the Effective Time in the ordinary course of business and are properly accrued on the books of BANC ONE and its subsidiaries as of the Effective Time or are being contested in good faith and have, if material, been summarized in the BANC ONE Disclosure Letter. (m) BANC ONE and its subsidiaries have in effect insurance coverage with reputable insurers, which in respect of amounts, premiums, types and risks insured, constitutes reasonably adequate coverage against all risks customarily insured against by bank holding companies and their subsidiaries comparable in size and operations to BANC ONE and its subsidiaries. - 27 - (n) Neither the Proxy Statement/Prospectus nor the related registration statement nor any amendment or supplement thereto that is filed with the SEC in connection with the transactions contemplated hereby (except for any information which has been or shall be supplied in writing by PREMIER specifically for inclusion in the Proxy Statement/Prospectus and registration statement and is so included as so supplied) shall contain (in the case of information relating to the Proxy Statement/Prospectus, at the time it is mailed and in the case of information relating to the registration statement at the time it becomes effective and in both cases at the time of the meeting of PREMIER's shareholders held to consider the proposed Merger) any untrue statement of a material fact or shall omit to state any material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. The registration statement and any amendments or supplements thereto that are filed with the SEC in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of the 1933 Act and the rules and regulations promulgated thereunder. (o) No employee of BANC ONE or any of its subsidiaries is represented, for purposes of collective bargaining, by a labor organization of any type. BANC ONE is unaware of any efforts during the past five years to unionize or organize any employees of BANC ONE or any of its subsidiaries, and no claim related to such employees under the Fair Labor Standards Act, National Labor Relations Act, Civil Rights Act of 1964, Walsh-Healy Act, Davis Bacon Act, Civil Rights Act of 1866, Age Discrimination in Employment Act, Equal Pay Act of 1963, Executive Order No. 11246, Federal Unemployment Tax Act, Vietnam Era Veterans Readjustment Act, Occupational Safety and Health Act, or any state or local employment related law, order, ordinance or regulation, and no unfair labor practice, discrimination or wage-and-hour claim is pending or, to the best of the knowledge of BANC ONE and its executive officers after due inquiry, threatened - 28 - against BANC ONE or any of its subsidiaries which claim has had or is reasonably likely to have a BANC ONE Material Adverse Effect. (p) To the best of knowledge of BANC ONE and its executive officers after due inquiry: (i) with respect to any contaminant, pollutant, hazardous substance, hazardous waste, hazardous pollutant, toxic pollutant, toxic waste or toxic substance ("Contaminant"), there are no material actions, proceedings or investigations pending or threatened before any federal or state environmental regulatory body, or before any federal or state court, alleging non-compliance with or liability in connection with, by BANC ONE or any of its subsidiaries, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. (S)(S) 9601 et seq. ("CERCLA"), the Resource Conservation and Recovery Act, 42 U.S.C. (S)(S) 6901 et seq. ("RCRA"), the Clean Water Act, 33 U.S.C. (S)(S) 1251 et seq. ("CWA"), or the Clean Air Act, 42 U.S.C. (S)(S) 7401 et seq. ("CAA"), as each is amended from time to time, or any other federal, state, local or municipal statute, ordinance or regulation, or order, ruling or other decision of any court, administrative agency or other governmental authority relating to health or safety or environmental protection (such statutes, ordinances, regulations, orders, rulings and decisions, together, "Environmental Laws"); (ii) there is no reasonable basis for the institution of any material action, proceeding or investigation against BANC ONE or any of its subsidiaries under any Environmental Law; (iii) neither BANC ONE nor any of its subsidiaries is responsible in any material respect under any Environmental Law for any release by any person at or in the vicinity of real property of any Contaminant, caused by the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any such hazardous substance into the environment (collectively "Release"); (iv) neither BANC ONE nor any of its subsidiaries is responsible for any material costs of any response action required by virtue of any Release of any Contaminant into the environment including, without limitation, costs arising from - 29 - investigation, removal or remediation of Contaminants, security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any environmental regulatory body or any other person; (v) BANC ONE and each of its subsidiaries are, in all material respects, in compliance with all applicable Environmental Laws; and (vi) no real property owned or used by BANC ONE or any of its subsidiaries contains any Contaminant including, without limitation, any asbestos, PCBs or petroleum products or byproducts in any form, the presence, location or condition of which (a) could require remediation or other corrective action pursuant to any Environmental Law in any material respect, or (b) otherwise would pose any significant health or safety risk unless remedial measures were taken. (q) BANC ONE and/or its subsidiaries (i) have surveyed the facilities where BANC ONE and its subsidiaries conduct their businesses including, without limitation, automatic teller machines (collectively, the "BANC ONE Facilities") for compliance with the Americans with Disabilities Act and the regulations issued thereunder (collectively, "ADA"); (ii) have developed action plans to remove architectural barriers including communication barriers that are structural in nature from existing BANC ONE Facilities (collectively, the "BANC ONE Barriers") when such removal is "readily achievable," as that term is defined in ADA; (iii) have finalized action plans for automatic teller machines ("ATMs") in conformance with the Joint Final Rule of the Architectural and Transportation Barriers Compliance Board ("ATBCB") and the Department of Transportation, effective August 16, 1993; (iv) have developed or will develop schedules for BANC ONE Barrier removal from BANC ONE Facilities in such action plans so that BANC ONE Barrier removal was complete on January 26, 1992 or will be completed as soon as practicable thereafter; and (v) have removed all BANC ONE Barriers in BANC ONE Facilities or will cause all BANC ONE Barriers to be removed in accordance with such action plans. All "alterations" (as such term is - 30 - defined in ADA) to BANC ONE Facilities undertaken after January 26, 1992 comply with ADA and the ATBCB Accessibility Guidelines for Buildings and Facilities ("ADAAG"). Effective January 26, 1992, all plans and designs for new construction to be utilized by BANC ONE and its subsidiaries comply with ADA and ADAAG. To the best of the knowledge of BANC ONE and its executive officers, after due inquiry, no material investigations, proceedings, or complaints, formal or informal, are pending or threatened against BANC ONE and/or its subsidiaries in connection with BANC ONE Facilities under ADA, ADAAG, or any other state or federal law concerning accessibility for individuals with disabilities. (r) The statements made and the information included in the BANC ONE Disclosure Letter and any attachments thereto shall be deemed to constitute representations and warranties of BANC ONE under this Merger Agreement to the same extent as if herein set forth in full. Anything disclosed in the BANC ONE Disclosure Letter or the attachments thereto shall be considered to have been disclosed for purposes of all representations, warranties and covenants under this Merger Agreement. 13. Representations and Warranties of PAC and of BANC ONE with respect to PAC. ------------------------------------------------------------------------- BANC ONE and PAC represent and warrant to PREMIER that, except as set forth in the BANC ONE Disclosure Letter: (a) PAC is a corporation duly organized and validly existing under the laws of the State of Ohio and is qualified to do business and is in good standing in the State of Ohio together with all other jurisdictions where it is both required to so qualify and the failure to so qualify would have a material adverse effect on the business, operations, financial condition or result of operations of PAC or on the ability of PAC to consummate the transactions contemplated hereby, and PAC has full - 31 - power and authority (including all licenses, franchises, permits and other governmental authorizations which are legally required) to engage in the business and activities now conducted by it. The authorized capital stock of PAC is, and at the Effective Time will be, 500 shares of common stock, without par value, of which 500 shares are issued and outstanding, all of which are, and at the Effective Time will be, owned of record and beneficially by BANC ONE free and clear of all liens, security interests or other encumbrances. PAC has no subsidiaries. (b) The Board of Directors of PAC has authorized execution of this Merger Agreement and approved the acquisition of PREMIER as contemplated by this Merger Agreement. PAC has all requisite power and corporate authority to enter into this Merger Agreement and, after the approval of the Merger by BANC ONE, PAC will have the authority to consummate the transactions contemplated hereby. Subject to shareholder approval, this Merger Agreement will constitute the valid and legally binding obligation of PAC and this Merger Agreement and the consummation hereof have been duly authorized and approved on behalf of PAC by all requisite corporate action. Neither the execution and delivery of this Merger Agreement nor, subject to PAC shareholder approval and provided the required approvals are obtained from the Board and the Commissioner, the consummation of the Merger will conflict with, result in the breach of, constitute a default under or accelerate the performance provided by the terms of any law, or any rule or regulation of any governmental agency or authority or any judgment, order or decree of any court, bank regulatory agency or other governmental agency to which PAC may be subject, any contract, agreement or instrument to which PAC is a party or by which PAC is bound or committed, or the Articles of Incorporation or Code of Regulations of PAC, or constitute an event which with the lapse of time or action by a third party, could result in a default under any of the foregoing or result in the creation of any lien, charge or - 32 - encumbrance upon any of the assets or properties of PAC or adversely affect the ability of PAC to consummate the transactions contemplated hereby. (c) PAC was incorporated on January 2, 1991 for the sole purpose of effecting the acquisition of PREMIER, and has not conducted any business other than in connection with the 1992 Agreement or this Merger Agreement. Except as may be directly related to the 1992 Agreement or this Merger Agreement, PAC has no assets other than $500 in cash and no liabilities of any nature whatsoever. 14. Representations and Warranties of PREMIER. PREMIER represents and warrants ----------------------------------------- to BANC ONE that, except as shall be set forth in PREMIER's disclosure letter (and any attachments or schedules annexed thereto) to BANC ONE, to be provided to BANC ONE by PREMIER pursuant to the provisions of Section 15(i) of this Merger Agreement (the "PREMIER Disclosure Letter"): (a) PREMIER is a corporation duly organized and validly existing in good standing under the laws of the State of Louisiana, is a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and is qualified to do business and is in good standing in all jurisdictions where it is both required to so qualify and where the failure to so qualify would have a material adverse effect on the business, operations, financial condition or results of operations of PREMIER and the Subsidiaries taken as a whole, or on the ability of PREMIER to consummate the transactions contemplated hereby (a "PREMIER Material Adverse Effect") and PREMIER has full corporate power and authority (including all licenses, franchises, permits and other governmental authorizations which are legally required) to engage in the businesses and activities now conducted by it and the Subsidiaries. PREMIER is not subject to any formal or informal agreement or understanding with, nor is it subject to any order of, any bank regulatory authority restricting or prohibiting or attempting to restrict or prohibit - 33 - any activities or conduct of PREMIER. As of July 19, 1995, PREMIER had authorized capital stock consisting of 100,000,000 shares of PREMIER Common, of which a total of 33,828,969 shares were issued and outstanding, not including 46,000 shares of treasury stock owned by PREMIER, and 10,000,000 shares of PREMIER Preferred, none of which were issued and outstanding. All of the issued and outstanding shares of PREMIER Common are duly authorized, validly issued, fully paid and nonassessable and none are issued in violation of the pre-emptive rights of any shareholder. There are no outstanding options, warrants or commitments of any kind related to PREMIER's capital stock and no rights plan or other similar plan is related to PREMIER's capital stock except for (i) options for not more than 1,132,090 shares of PREMIER Common issued to officers and employees of PREMIER and its Subsidiaries related to The Premier Stock Option Plan; (ii) certain rights and interests granted to BANC ONE by PREMIER pursuant to the Amended and Restated Agreement and Plan of Acquisition dated as of March 26, 1992 between BANC ONE and PREMIER, as amended by the First Amendment to Amended and Restated Agreement and Plan of Acquisition dated as of April 25, 1995 (together, the "1992 Agreement"); (iii) a commitment to issue not more than 427,773 shares of PREMIER Common in exchange for all the capital stock of HNB Corporation; (iv) shares issuable pursuant to the Warrant Agreement dated as of March 26, 1992 between BANC ONE and PREMIER (the "Warrant Agreement"); and (v) Rights issued or issuable pursuant to the PREMIER Rights Plan. (b) PREMIER has furnished to BANC ONE copies of the following financial statements relating to PREMIER and the Subsidiaries on a consolidated basis: (i) the audited Consolidated Balance Sheet of PREMIER as of December 31, 1994 and 1993, and the Consolidated Statements of Income, Stockholders' Equity and Cash Flows for each of the years in the three- year period ended December 31, 1994, together with the notes thereto, as audited by KPMG Peat Marwick, - 34 - Certified Public Accountants; and (ii) the unaudited Consolidated Balance Sheet of PREMIER as at March 31, 1995 and the related unaudited Consolidated Statement of Income and Cash Flows for the quarter then ended, together with the notes thereto as included in PREMIER's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 as filed with the SEC. Each of the aforementioned financial statements, and all financial statements included in Forms 10-K or Forms 10-Q filed with the SEC subsequent to the date of this Merger Agreement and prior to the Effective Time will, present fairly, in accordance with generally accepted accounting principles (applied on a consistent basis except as disclosed in the footnotes thereto), the consolidated financial position and results of operations of PREMIER as of the dates and for the periods therein set forth. Such financial statements do not or will not, as of the dates thereof, include any material asset or omit any material liability, absolute or contingent, or other fact, the inclusion or omission of which renders or would render such financial statements, in light of the circumstances under which they were made, misleading in any material respect. Since March 31, 1995, there has not been any change in the financial condition, results of operations or business of PREMIER and the Subsidiaries that has had a PREMIER Material Adverse Effect. (c) Since December 31, 1991, PREMIER and each of its Subsidiaries has filed all reports, registrations and statements, together with any required amendments thereto, that any of them was required to file with (i) the SEC, including, but not limited to, all Forms 10-K, Forms 10-Q, Forms 8-K, annual reports and proxy statements, (ii) the Board, (iii) the FDIC, (iv) the OCC and (v) any applicable state securities or banking authorities. All such reports and statements filed (and to be filed in the future) with any such regulatory body or authority are collectively referred to in this Merger Agreement as the "Reports." As of their respective dates, the Reports complied or, if filed in the future, will comply, with the respective rules and regulations promulgated by the SEC, the Board, the FDIC, - 35 - the OCC and state securities or banking authorities, and did not contain at the time filed, and all Reports to be filed after the date hereof and prior to the Effective Time will not contain at the time filed, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Board of Directors of PREMIER has duly authorized the execution and delivery of this Merger Agreement and approved the Merger as contemplated by the Merger Agreement and will recommend it to the PREMIER shareholders for adoption unless, in the good faith judgment of the Board of Directors such recommendation would be inconsistent with its fiduciary duties. Subject to approval by the shareholders of PREMIER and the contemplated regulatory approvals, this Merger Agreement constitutes the valid, legally binding and enforceable obligation of PREMIER and PREMIER has all requisite power and authority to enter into this Merger Agreement and PREMIER has the authority to consummate the transactions contemplated hereby so that, provided all required corporate and regulatory approvals are obtained, neither the execution and delivery of this Merger Agreement nor the consummation of the Merger will conflict with, result in the breach of, constitute a default under or accelerate the performance provided by the terms of any law, or any rule or regulation of any governmental agency or authority or any judgment, order or decree of any court, bank regulatory agency or other governmental agency to which PREMIER is subject, any contract, agreement or instrument to which PREMIER is a party or by which PREMIER is bound or committed, or the Articles of Incorporation or By-laws of PREMIER, or constitute an event which with the lapse of time or action by a third party, could result in the default under any of the foregoing or result in the creation of any lien, charge or encumbrance upon any of the assets or properties of PREMIER or upon any of PREMIER's capital stock, except, in the case of contracts, - 36 - agreements or instruments, such defaults, conflicts or breaches which either (i) will be cured or waived prior to the Effective Time or (ii) if not so cured or waived would not, in the aggregate, have a PREMIER Material Adverse Effect. (e) The reserve for possible loan and lease losses shown on the March 31, 1995 Consolidated Balance Sheet of PREMIER is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable) as of March 31, 1995. (f) Except as disclosed in the financial statements referred to in Section 14(b), there is no litigation, action, suit, investigation or proceeding pending or, to the best of the knowledge of PREMIER and its executive officers after due inquiry, threatened against or affecting PREMIER or any of its Subsidiaries or involving any of their respective properties or assets, at law or in equity, before any federal, state, municipal, local or other governmental authority which is reasonably likely to be resolved adversely to the interest of PREMIER or its Subsidiaries and, if so resolved, would have a PREMIER Material Adverse Effect, and to the best of the knowledge of PREMIER and its executive officers after due inquiry, no one has reasonable or valid grounds on which it reasonably can be expected that anyone will assert or initiate any such litigation, action, suit, investigation or proceeding against PREMIER or any of the Subsidiaries. (g) PREMIER and its Subsidiaries have good and marketable title to all their respective assets and properties, whether real or personal, tangible or intangible, including without limitation the capital stock of its Subsidiaries and all other assets and properties reflected in PREMIER's Consolidated Balance Sheet as of March 31, 1995 or which would be reflected thereon if not fully amortized or - 37 - depreciated or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31, 1995). Such assets and properties are subject to no liens, mortgages, security interests, encumbrances, pledges or charges of any kind, except (i) as reflected in said Consolidated Balance Sheet or the notes thereto or, with respect to assets and properties acquired after March 31, 1995, as noted in PREMIER's Consolidated Balance Sheet or the notes thereto included in a periodic report filed with the SEC; (ii) statutory liens for taxes not yet delinquent; (iii) landlord's liens; and (iv) minor defects and irregularities in title and encumbrances which do not materially impair the use thereof for the purposes for which they are held; and such liens, mortgages, security interests, encumbrances and charges do not, in the aggregate, have a PREMIER Material Adverse Effect. PREMIER and its Subsidiaries as lessee have the right under valid and subsisting leases to occupy, use, possess and control all property leased by PREMIER and its Subsidiaries. At the Effective Time all limitations affecting such properties will not, in the aggregate, have a PREMIER Material Adverse Effect. (h) To the best of the knowledge of PREMIER and its executive officers after due inquiry, PREMIER and its Subsidiaries have complied with all laws, regulations and orders applicable to them and to the conduct of their businesses, including without limitation all statutes, rules and regulations pertaining to the conduct of banking activities, except for violations which, together with any penalty which results therefrom, have not had and will not have a PREMIER Material Adverse Effect. Neither PREMIER nor any of its Subsidiaries is in default under, and no event has occurred which, to the best of the knowledge of PREMIER and its executive officers, after due inquiry, is likely to result in a default under the terms of any judgment, decree, order, writ, rule or regulation of any governmental authority or court, whether federal, state or local and whether at law or in equity, - 38 - in each case where the default has had or is likely to have a PREMIER Material Adverse Effect. (i) PREMIER has not, since March 31, 1995 to the date hereof, (i) sold or issued any corporate debt securities, granted any option for the purchase of capital stock or sold, issued, reissued or increased its shares of its capital stock, except as may be permitted pursuant to Section 15(b) hereof or as incurred in carrying out the transaction contemplated by this Merger Agreement; (ii) declared or set aside or paid any dividend or other distribution in respect of its capital stock, except as may be permitted pursuant to Section 15(a) hereof; (iii) directly or indirectly, purchased, redeemed or otherwise acquired any shares of such stock; (iv) incurred any obligation or liability (absolute or contingent) except obligations or liabilities incurred in the ordinary course of business, or mortgaged, pledged or subjected to lien or encumbrance on any of its material assets or properties except in the ordinary cause of business; (v) discharged or satisfied any material lien or encumbrance or paid any material obligation or liability (absolute or contingent), except in the ordinary course of business; (vi) sold, exchanged or otherwise disposed of any material capital assets; (vii) made any extraordinary officers' salary increase or wage increase, entered into any employment contract with any officer or salaried employee or instituted any employee welfare, bonus, stock option, profit-sharing, retirement or similar plan or arrangement; (viii) suffered any damage, destruction or loss, whether or not covered by insurance, that has had a PREMIER Material Adverse Effect or waived any rights of value which, in the aggregate, have had a PREMIER Material Adverse Effect; (ix) entered or agreed to enter into any agreement or arrangement granting any preferential right to purchase any of its material assets, properties or rights or requiring the consent of any party to the transfer and assignment of any such material assets, properties or rights; or (x) entered into any other material transaction (other than in the ordinary course of business) except as expressly contemplated by this Merger Agreement. - 39 - (j) Except as set forth in the PREMIER Document List (the "PREMIER Document List") attached to the PREMIER Disclosure Letter, neither PREMIER nor any of its Subsidiaries is a party to or bound by any written or oral (i) employment or consulting contract which is not terminable by PREMIER or its Subsidiaries on 60 days or less notice, (ii) employee bonus, deferred compensation, pension, stock bonus or purchase, profit- sharing, retirement or stock option plan, (iii) other employee benefit or welfare plan, or (iv) other executory material agreements as defined by the instructions to Exhibit 10 under Item 601 of SEC Regulation S-K. All such pension, stock bonus or purchase, profit-sharing, retirement, health and welfare plans (other than any multiemployer plans) set forth in the PREMIER Document List are in this section hereinafter referred to collectively as the "Plans." Those Plans intended to be qualified plans under Section 401(a) of the Code meet any applicable requirements for favorable tax treatment under the Code. All of the Plans which constitute employee pension benefit plans or employee welfare plans subject to ERISA have been maintained in compliance in all material respects with the applicable requirements of ERISA. All material notices, reports and other filings required under applicable law to be given or made to or with any governmental agency with respect to the Plans have been timely filed or delivered. PREMIER and its executive officers after due inquiry have no knowledge of (i) any circumstances which would adversely affect the qualification of the Plans or their compliance with the applicable requirements of ERISA or would result or have resulted in liability under Title IV of ERISA or (ii) any unreported "reportable event" (as such term is defined in Section 4043(b) of ERISA) or any "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975(c) of the Code) which has occurred since the date on which said sections became applicable to the Plans and which could reasonably be expected to result in any material liability of PREMIER or any Subsidiary to the PBGC, the Department of Treasury, the Department of Labor or any multiemployer plan. Those Plans which are defined benefit plans within the meaning of ERISA meet - 40 - the minimum funding standards set forth in the Internal Revenue Code and ERISA and the assets of such Plans equal or exceed the current value of accrued benefits on a termination basis under such Plans on a termination basis using PBGC interest rates as of the most recent plan valuation date. There are no pending or threatened claims (other than claims for benefits in the ordinary course and pursuant to domestic relations orders), lawsuits or arbitrations which have been asserted or instituted against the Plans, any fiduciaries thereof with respect to their duties to the Plans or the assets of any of the trusts under any of the Plans which could reasonably be expected to result in any material liability of PREMIER or any of its Subsidiaries to the PBGC, the Department of Treasury, the Department of Labor or any multiemployer plan. (k) Except where the failure to file would not have a PREMIER Material Adverse Effect, PREMIER and/or its Subsidiaries have duly filed all federal, state, county and local income, franchise, bank, excise, real and personal property and other tax returns and reports (including, but not limited to, those relating to social security, withholding, unemployment insurance, and occupation, sales, and use taxes and those filed on a consolidated, combined or unitary basis) required to have been filed by PREMIER or its Subsidiaries up to the date hereof. PREMIER has made available to BANC ONE a copy of its Federal income tax return for the years 1994 and 1993 and, if applicable, undertakes to provide BANC ONE with a copy of its Federal income tax return for the year 1995 when the same becomes available. All of the foregoing returns are true and correct in all material respects, and PREMIER and its Subsidiaries have paid or, prior to the Effective Time, will pay all taxes, interest, additions to tax, and penalties shown on such returns or reports as being due or (except to the extent the same are contested in good faith and, if material, summarized in the PREMIER Disclosure Letter) claimed to be due to any federal, state, county, local or other taxing authority, and there is, and at the Effective Time will be, no basis for any additional claim or assessment - 41 - which might have a PREMIER Material Adverse Effect, except for those being contested in good faith and summarized in the PREMIER Disclosure Letter. PREMIER and its Subsidiaries have paid or made adequate provision in their financial statements or on their books and records for all taxes payable in respect of all periods ending on or before the date hereof. PREMIER and its Subsidiaries have, and at the Effective Time will have, no liability for any taxes, interest, additions to tax, or penalties of any nature whatsoever, except for those taxes which may have arisen up to the Effective Time in the ordinary course of business and are properly accrued on the books of PREMIER and the Subsidiaries as of the Effective Time or are being contested in good faith and have, if material, been summarized in the PREMIER Disclosure Letter. (l) PREMIER and the Subsidiaries have in effect insurance coverage with reputable insurers which in respect of amounts, premiums, types and risks insured, constitutes reasonably adequate coverage against all risks customarily insured against by bank holding companies and their subsidiaries comparable in size and operations to PREMIER and the Subsidiaries. (m) PREMIER has not incurred and will not incur any liability for brokerage, finders' or investment bankers' fees or commissions in connection with this Merger Agreement or the transactions contemplated hereby except for fees to Merrill Lynch, Pierce, Fenner & Smith, Incorporated as set forth in that certain letter dated March 18, 1994 between PREMIER and Merrill, Lynch, Pierce, Fenner & Smith, Incorporated which letter shall be included as an exhibit to the PREMIER Disclosure Letter. (n) PREMIER has annexed to the PREMIER Disclosure Letter a loan schedule identifying certain loan agreements, notes and borrowing arrangements (the "PREMIER Loan Schedule") between its Subsidiaries and borrowers from its - 42 - Subsidiaries. Except as specifically noted on the PREMIER Loan Schedule, as of June 30, 1995 no Subsidiary was a party to any (i) written or oral loan agreement, note or borrowing arrangement under the terms of which the obligor is delinquent more than 30 days, but less than 90 days, in payment of principal or interest or, to the best of PREMIER's knowledge, in default of any other provision as of the dates shown thereon, other than (A) commercial loans the unpaid balance of which does not exceed $100,000 per loan and (B) consumer, credit card or other loans the unpaid balance of which does not exceed $50,000 per loan; (ii) written or oral loan agreement, note or borrowing arrangement which has been classified as "substandard," "doubtful," "loss," "other loans especially mentioned" or any comparable classifications by PREMIER, such Subsidiary or any banking regulator; (iii) written or oral loan agreement, note or borrowing arrangement, including any loan guaranty, with any director, executive officer or ten percent shareholder of PREMIER, or to the actual knowledge of PREMIER and its executive officers, after due inquiry, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; or, (iv) to the best of PREMIER's knowledge, any written or oral loan agreement, note or borrowing arrangement in violation of any law, regulation or rule of any governmental authority and which violation could, to the best of PREMIER's knowledge after due inquiry, have a PREMIER Material Adverse Effect. (o) None of the information provided by PREMIER to BANC ONE for inclusion in the Proxy Statement/Prospectus or related registration statement or any amendment or supplement thereto (to the extent so included as so provided) shall contain (in the case of information relating to the Proxy Statement/Prospectus, at the time it is mailed and in the case of information relating to the registration statement, at the time it becomes effective and in both cases at the time of the meeting of PREMIER's shareholders held to consider the proposed Merger) any untrue statement of a material fact or shall omit to state any material fact necessary to - 43 - make the statements contained therein, in light of the circumstances in which they are made, not misleading. The Proxy Statement/Prospectus that is filed with the SEC in connection with the meeting of the shareholders of PREMIER will comply as to form in all material respects with the provisions of the 1934 Act and the rules and regulations promulgated thereunder. (p) Except as specifically disclosed on the PREMIER Contracts Schedule annexed to the PREMIER Disclosure Letter, neither PREMIER nor any Subsidiary is, as of the date hereof, a party to any material contract and/or any material credit agreement as obligor, maker, issuer or guarantor and which contract or agreement contains covenants which make the acquisition of PREMIER or any Subsidiary by or merger with another entity a condition of default or acceleration. (q) Attached hereto as Exhibit A is PREMIER's Subsidiaries List which sets --------- forth the complete legal name of each Subsidiary and of any other entity in which PREMIER and/or any Subsidiary owns or controls 5% or more of its capital or voting stock, a designation of the laws under which each is incorporated or organized, the percentage interest owned by PREMIER or a Subsidiary in each such entity, the activities conducted by each entity. Except as set forth in Exhibit A, PREMIER has --------- no Subsidiaries or interests of 5% or more of the capital or voting stock of any entity, except any entity in which such interest is owned or controlled in a fiduciary capacity. Each of the Subsidiaries and other entities set forth on Exhibit A is a corporation, limited --------- liability company or similar entity duly organized and validly existing in good standing under the laws of the United States or the state of its incorporation and has full power and authority (including all licenses, franchises, permits and other governmental authorizations which are legally required) to engage in the businesses and activities now conducted by it and is duly qualified to do business and is in good standing in all jurisdictions where the failure to so qualify (together with all such failures) would have a - 44 - PREMIER Material Adverse Effect. Except as may be set forth in Exhibit A, PREMIER owns beneficially and of record all the outstanding --------- shares of capital stock of each Subsidiary and entity listed on Exhibit A, which stock is fully paid and non-assessable, except as --------- provided by law. Neither PREMIER nor any Subsidiary listed on Exhibit A --------- is a party to any partnership or joint venture except as may be set forth and described in Exhibit A. --------- (r) No employee of PREMIER or any of its Subsidiaries is represented, for purposes of collective bargaining, by a labor organization of any type. PREMIER is unaware of any efforts during the past five years to unionize or organize any employees of PREMIER or any of its Subsidiaries, and no claim related to such employees under the Fair Labor Standards Act, National Labor Relations Act, Civil Rights Act of 1964, Walsh-Healy Act, Davis Bacon Act, Civil Rights Act of 1866, Age Discrimination in Employment Act, Equal Pay Act of 1963, Executive Order No. 11246, Federal Unemployment Tax Act, Vietnam Era Veterans Readjustment Act, Occupational Safety and Health Act, or any state or local employment related law, order, ordinance or regulation, and no unfair labor practice, discrimination or wage-and-hour claim is pending or, to the best of the knowledge of PREMIER and its executive officers after due inquiry, threatened against PREMIER or its Subsidiaries, which claim has had or is reasonably likely to have a PREMIER Material Adverse Effect. (s) To the best of the knowledge of PREMIER and its executive officers after due inquiry: (i) with respect to any Contaminant, there are no material actions, proceedings or investigations pending or threatened before any federal or state environmental regulatory body, or before any federal or state court, alleging non-compliance with or liability in connection with, by PREMIER or any Subsidiary, CERCLA or any other Environmental Laws; (ii) there is no reasonable basis for the institution of any material action, proceeding or investigation against - 45 - PREMIER or any Subsidiary under any Environmental Law; (iii) neither PREMIER nor any Subsidiary is responsible in any material respect under any Environmental Law for any Release; (iv) neither PREMIER nor any Subsidiary is responsible for any material costs of any response action required by virtue of any Release of any Contaminant into the environment including, without limitation, costs arising from investigation, removal or remediation of Contaminants, security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any environmental regulatory body or any other person; (v) PREMIER and each Subsidiary is, in all material respects, in compliance with all applicable Environmental Laws; and (vi) no real property owned or used by PREMIER or any Subsidiary contains any Contaminant including, without limitation, any asbestos, PCBs or petroleum products or byproducts in any form, the presence, location or condition of which (a) could require remediation or other corrective action pursuant to any Environmental Law in any material respect, or (b) otherwise would pose any significant health or safety risk unless remedial measures were taken. (t) PREMIER and/or the Subsidiaries (i) have surveyed the facilities where PREMIER and its Subsidiaries conduct their businesses including, without limitation, ATMs (collectively, the "PREMIER Facilities") for compliance with ADA; (ii) have developed action plans to remove architectural barriers including communication barriers that are structural in nature from existing PREMIER Facilities (collectively, the "PREMIER Barriers") when such removal is "readily achievable," as that term is defined in ADA; (iii) have finalized action plans for ATMs in conformance with the Joint Final Rule of the ATBCB and the Department of Transportation, effective August 16, 1993; (iv) have developed or will develop schedules for PREMIER Barrier removal from PREMIER Facilities in such action plans so that PREMIER Barrier removal was complete on January 26, 1992 or will be completed as soon as practicable thereafter; and (v) have removed all - 46 - PREMIER Barriers in PREMIER Facilities or will cause all PREMIER Barriers to be removed in accordance with such action plans. All "alterations" (as such term is defined in ADA) to PREMIER Facilities undertaken after January 26, 1992 comply with ADA and the ADAAG. Effective January 26, 1992, all plans and designs for new construction to be utilized by PREMIER and the Subsidiaries comply with ADA and ADAAG. To the best of PREMIER's knowledge, after due inquiry, no material investigations, proceedings, or complaints, formal or informal, are pending or threatened against PREMIER and/or the Subsidiaries in connection with PREMIER Facilities under ADA, ADAAG, or any other state or federal law concerning accessibility for individuals with disabilities. (u) The statements made in the PREMIER Disclosure Letter and any attachments thereto shall be deemed to constitute representations and warranties of PREMIER under this Merger Agreement to the same extent as if herein set forth in full. Anything disclosed in the PREMIER Disclosure Letter or the attachments thereto shall be considered to have been disclosed for purposes of all representations, warranties and covenants under this Merger Agreement. (v) PREMIER has taken or has the legal right to take all action with respect to the PREMIER Rights Plan so that the execution of this Merger Agreement and the consummation of the merger and other transactions, as contemplated by the Merger Agreement, did not and will not result in the grant, issuance or triggering of any right or entitlement or the obligation to grant or issue any interest in PREMIER Common, BANC ONE Common or the common stock of the Surviving Corporation to any person under the PREMIER Rights Plan or enabling or allowing any Right associated with the PREMIER Rights Plan to be exercised, distributed or triggered at any time. - 47 - 15. Action by PREMIER Pending Effective Time. PREMIER agrees that from the ---------------------------------------- date of this Merger Agreement until the earlier of the Effective Time or the time that this Merger Agreement is terminated, except as stated in PREMIER's Disclosure Letter and except with prior written permission of BANC ONE, which, in any case covered by Section 15(d) hereof, shall not be unreasonably withheld: (a) Beginning with the third calendar quarter of 1995 and for each succeeding calendar quarter thereafter prior to that calendar quarter in which the Effective Time shall occur, PREMIER (i) will not declare or pay any dividends or make any distributions on shares of PREMIER Common, except cash dividends of $0.25 per share per quarter; (ii) except as hereinbelow provided, will not declare or pay any dividends or make any distributions in any amount on its PREMIER Common in the quarter in which the Effective Time shall occur and for which quarter the shareholders of PREMIER Common are entitled to receive regular quarterly dividends on the shares of BANC ONE Common into which the shares of PREMIER Common have been converted. It is the intent of this part (ii) to provide that the holders of PREMIER Common will receive either the payment of cash dividends on their shares of PREMIER Common or the payment of cash dividends as the holders of shares of BANC ONE Common received in exchange for the shares of PREMIER Common for the calendar quarter during which the Effective Time shall occur, but will not receive and will not become entitled to receive for the same calendar quarter both the payment of a cash dividend as shareholders of PREMIER and the payment of a cash dividend as the holders of the shares of BANC ONE Common received in exchange for the shares of - 48 - PREMIER Common. In the event that PREMIER does not declare and pay cash dividends on its PREMIER Common in a particular calendar quarter because of PREMIER's reasonable expectation that the Effective Time would occur in said calendar quarter wherein the holders of PREMIER Common would have become entitled to receive cash dividends for such calendar quarter on the shares of BANC ONE Common to have been exchanged for the shares of PREMIER Common, and the Effective Time does not in fact occur effective in said calendar quarter, then, as a result thereof, PREMIER shall be entitled to declare and pay a cash dividend (within the limitations of this Section 15) on said shares of PREMIER Common for said calendar quarter as soon as reasonably practicable. For all cash dividends declared and/or paid by PREMIER pursuant to this Section 15(a) prior to the Effective Time, PREMIER shall adopt a record date for entitlement to receive any such quarterly dividend (the "Record Date") which shall be the 15th day of the third month of any such quarter; provided, however, that (i) the Record Date for a cash dividend which may be declared and paid by PREMIER for and during the third quarter of 1995 will not be so restricted with respect to the Record Date and (ii) if BANC ONE and PREMIER agree that the Closing will (a) not occur in a given calendar quarter or (b) will not occur until after the 15th day of the third month of such given calendar quarter, PREMIER will not be so restricted as to the selection of the Record Date for such calendar quarter. The declaration of any dividends within the limitations of this Section 15(a) shall remain within the discretion of the Board of Directors of PREMIER. - 49 - (b) PREMIER will not (and will not contract or agree to) issue, sell, or grant any warrant, option, phantom stock option, stock appreciation right or commitment of any kind for or related to or acquire (or contract or agree to acquire) for value any shares of its capital stock or otherwise effect any change in connection with its equity capitalization except as related to (i) the outstanding stock options which have been granted to purchase not more than 1,132,090 shares of PREMIER Common pursuant to the PREMIER Stock Option Plan and (ii) the issuance of 427,773 shares of PREMIER Common in connection with PREMIER's acquisition of HNB Corporation. (c) Except as otherwise set forth in or contemplated by this Merger Agreement, PREMIER will carry on its businesses in substantially the same manner as heretofore, keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained by it and use its best efforts to maintain and preserve its business organization intact. (d) Neither PREMIER nor any Subsidiary will (i) enter into any new line of business or incur or agree to incur any obligation or liability except liabilities and obligations (including corporate debt issuances) incurred in the ordinary course of business, except as may be directed by any regulatory agency; (ii) except as may be directed by any regulatory agency or required by any law or regulation, change its or the Subsidiaries' lending, investment, liability management and other material banking policies in any material respect; (iii) except in the ordinary course of business and consistent with prior practice, grant any general or uniform increase in the rates of pay of employees; (iv) establish any new employee benefit plan or amend any existing plan (except as required by law) so as to increase by any significant amount the benefits payable thereunder; (v) incur or commit to any capital expenditures other than in the ordinary course of business (which will in no event include the establishment of new branches or any other facilities or any - 50 - capital expenditures in excess of $100,000 for any individual project for any purpose); or (vi) merge into, consolidate with or, except for the pending acquisition of HNB Corporation, permit any other corporation to be merged or consolidated with it or any of its Subsidiaries or acquire part of or all the assets or stock of any other corporation or person or commit or agree to any such merger, consolidation or acquisition. (e) PREMIER will not change its or its Subsidiaries' methods of accounting in effect at December 31, 1994, except as required by changes in generally accepted accounting principles as concurred in by KPMG Peat Marwick, or change any of its methods of reporting income and deductions for Federal income tax purposes from those employed in the preparation of PREMIER's federal income tax returns for the taxable years ending December 31, 1994 and 1993, except as required by changes in law. (f) To the extent permitted by law, PREMIER will afford BANC ONE, its officers and other authorized representatives, such access to all books, records, bank examination reports, tax returns, leases, contracts and documents of PREMIER and its Subsidiaries and will furnish to BANC ONE such information with respect to the assets and business of PREMIER and its Subsidiaries as BANC ONE may from time to time reasonably request in connection with this Merger Agreement and the transactions contemplated hereby. (g) PREMIER will promptly provide BANC ONE with copies of all material written resolutions of PREMIER's Board of Directors or shareholders, furnish BANC ONE with copies of all monthly and other interim financial statements of PREMIER as they become available, and keep BANC ONE fully informed concerning all trends and developments which in the reasonable opinion of PREMIER may have a PREMIER Material Adverse Effect. - 51 - (h) PREMIER, its Subsidiaries and their respective officers, directors and employees will not contract for or acquire, at the expense of PREMIER or any of its Subsidiaries, a policy or policies providing for insurance coverage for directors, officers and/or employees of PREMIER and/or its Subsidiaries for any period subsequent to the Effective Time for events occurring before or after the Effective Time; provided, however, that PREMIER may (i) renew, extend or replace existing policies in the ordinary course consistent with past practices for periods of not greater than one year and (ii) acquire a policy which provides coverage through December 31, 1997 for those directors, officers and/or employees of PREMIER and/or its Subsidiaries who are presently provided coverage by policies obtained by PREMIER with respect to (a) events related to this Merger Agreement and the events contemplated by this Merger Agreement and (b) claims and/or causes of action arising from or related to events which occurred prior to the Closing Date. (i) As soon as reasonably possible, but in any event within ten business days from the date of this Merger Agreement, PREMIER will provide and deliver to BANC ONE in final, executed form, the PREMIER Disclosure Letter together with all schedules, lists, and other attachments thereto as set forth and described in Section 14 of this Merger Agreement. 16. Action by BANC ONE Pending Effective Time. BANC ONE agrees that from the ----------------------------------------- date of this Agreement until the Effective Time, except as stated in BANC ONE's Disclosure Letter and except with prior written permission of PREMIER: (a) BANC ONE will not adopt or implement any amendment to its Articles of Incorporation or any plan of reorganization which would affect in any manner the terms and provisions of the shares of BANC ONE Common or the rights of the holders of such shares or reclassify the BANC ONE Common. - 52 - (b) Except as otherwise set forth in or contemplated by this Merger Agreement, BANC ONE will carry on its businesses in substantially the same manner as heretofore, keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained by it and use its best efforts to maintain and preserve its business organization intact. (c) BANC ONE will not change its methods of accounting in effect at December 31, 1994, except as required by changes in generally accepted accounting principles as concurred in with Coopers & Lybrand, its independent auditors, or change any of its methods of reporting income and deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns of BANC ONE for the taxable years ending December 31, 1994 and 1993, except as required by changes in law. (d) To the extent permitted by law, BANC ONE will afford PREMIER, its officers and other authorized representatives, such access to all books, records, bank examination reports, tax returns, leases, contracts and documents of BANC ONE and its subsidiaries and will furnish to PREMIER such information with respect to the assets, earnings and business of BANC ONE and its subsidiaries as PREMIER may from time to time reasonably request in connection with this Merger Agreement and the transactions contemplated hereby. (e) BANC ONE agrees that while this Merger Agreement is in effect it will not acquire, or enter into negotiations to acquire, directly or indirectly, any bank located in Louisiana (other than Premier Bank) with deposits in excess of $2 billion without the written consent of PREMIER, which consent will not be unreasonably withheld. - 53 - 17. Conditions to Obligations of BANC ONE and PAC. The obligations of BANC ONE --------------------------------------------- and PAC to effect the Merger are subject, unless waived by BANC ONE, to the satisfaction on or prior to the Effective Time of the following conditions: (a) There shall not have been any change in the consolidated financial condition, aggregate net assets, shareholders' equity, business or operating results of PREMIER and its Subsidiaries, taken as a whole, from, March 31, 1995 to the Effective Time that has had a PREMIER Material Adverse Effect. (b) PREMIER shall not have paid cash dividends from March 31, 1995 to the Effective Time except as permitted under this Merger Agreement. (c) All representations by PREMIER contained in this Merger Agreement shall be true at, or as of, the Effective Time as though such representations were made at and as of said date, except for (i) changes contemplated by the Merger Agreement, (ii) representations as of a specified time other than the Effective Time, which shall be true at such specified time (provided, however, that the representation of PREMIER contained in Section 14(e) shall be true in all material respects as applied to the Consolidated Balance Sheet of PREMIER included in the most recently available quarterly or annual report to PREMIER shareholders and/or PREMIER's report to the SEC on Form 10-Q or Form 10-K as of the close of the most recent calendar quarter prior to the Effective Time and the reserve for possible loan and lease losses included therein, as though each reference to "March 31, 1995" in such section were a reference to the last day of the most recent calendar quarter prior to the Effective Time), and (iii) inaccuracies or breaches which do not, individually or in the aggregate, have a PREMIER Material Adverse Effect. - 54 - (d) BANC ONE shall have received the opinion of legal counsel for PREMIER, dated as of the Closing Date, substantially to the effect set forth in Exhibit C hereto, together with a copy of the Articles of --------- Incorporation, as amended, of PREMIER certified by the Secretary of State of the State of Louisiana and a copy of the charter documents, as amended, of each Subsidiary and, for PREMIER and each Subsidiary, Certificates of Good Standing dated as of a date not more than 20 days prior to the Effective Time from the Louisiana Secretary of State, the OCC, Commissioner or other appropriate government or regulatory official. (e) PREMIER shall have performed, in all material respects, all agreements and conditions required by this Merger Agreement to be performed and satisfied by it at or prior to the Effective Time. (f) As of the close of the most recent calendar quarter (or if the Effective Time shall occur within 20 days following the close of a calendar quarter, then as of the next preceding calendar quarter) cumulative per share earnings reported by PREMIER since March 31, 1995 shall be greater than or equal to the amount calculated by multiplying (x) $0.50 by (y) the number of full calendar quarters which have passed since March 31, 1995 and for which earnings have been reported by PREMIER as of such date, times (z) 0.9. As used in this Section, "reported" means reported on PREMIER's financial statements prepared in accordance with generally accepted accounting principles applied on a basis consistent with PREMIER's financial statements for the years ended December 31, 1994 and 1993, as included in PREMIER's reports to the SEC on Forms 10-K or PREMIER's annual reports to shareholders, subject to any subsequent adjustments required to be reported whether or not such adjustments have, as yet, been reported with the following adjustments, if any, net of related income tax savings and costs, which were reflected in net income for the relevant period(s) added back into or deducted from net income for the applicable period: (i) investment - 55 - banking expenses and outside legal and accounting fees and expenses associated with or resulting from the Merger; (ii) gains or losses on sales of assets outside of the ordinary course of business; and (iii) any other expenses upon which BANC ONE and PREMIER shall mutually agree. (g) The total number of shares of PREMIER Common issued and outstanding (not including treasury shares held by PREMIER), together with the total number of shares of PREMIER Common related to outstanding options with respect to The Premier Stock Option Plan shares, shall not be more than 35,388,832 shares. (h) The holders of all credit agreements on which PREMIER or any of the Subsidiaries is the maker, issuer or guarantor and which contain provisions which make the acquisition of PREMIER by or merger into another entity a condition of default or acceleration, which default or acceleration would have a PREMIER Material Adverse Effect, shall have provided BANC ONE with a written waiver of all such provisions. (i) PREMIER shall have furnished BANC ONE a certificate, signed on its behalf by the Chairman or President and the Secretary or an Assistant Secretary of PREMIER and dated as of the Closing Date, certifying as to the form of and adoption of resolutions of the Board and shareholders of PREMIER approving the Merger Agreement and the Merger, respectively, and to the effect that the conditions described in Paragraphs (a), (b), (c), (e), (f) and (g) of this Section 17 have been satisfied. (j) BANC ONE shall have received the opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans, Louisiana, legal counsel for PREMIER, dated as of the Effective Time, opining that in the opinion of such counsel PREMIER has taken action with respect to the PREMIER Rights Plan - 56 - appropriate to prevent the approval, execution or delivery of this Merger Agreement or the acquisition of shares of PREMIER Common by BANC ONE pursuant hereto, or consummation of the Merger or other transaction contemplated by this Merger Agreement from resulting in the grant, issuance or triggering of any right or entitlement or the obligation to grant or issue any interest in PREMIER Common, BANC ONE Common or the common stock of the Surviving Corporation to any person under the PREMIER Rights Plan or enabling or allowing any right associated with the PREMIER Rights Plan to be exercised, distributed or triggered. (k) PREMIER shall have consummated its acquisition of HNB Corporation or the agreement pursuant to which PREMIER had expected to acquire HNB Corporation shall have terminated. 18. Conditions to Obligations of PREMIER. The obligations of PREMIER to effect ------------------------------------ the Merger are subject, unless waived by PREMIER, to the satisfaction on or prior to the Effective Time of the following conditions: (a) There shall not have been any change in the consolidated financial condition, aggregate net assets, shareholders' equity, business, or operating results of BANC ONE and its subsidiaries, taken as a whole, from March 31, 1995 to the Effective Time that has had a BANC ONE Material Adverse Effect. (b) All representations by BANC ONE and PAC contained in this Merger Agreement shall be true at, or as of, the Effective Time as though such representations were made at and as of said date, except for changes (i) contemplated by this Merger Agreement, (ii) representations as of a specified time other than the Effective Time, which shall be true in all material respects at such specified time (provided, however, that the representation of BANC ONE contained in Section 12(e) shall - 57 - be true in all material respects as applied to the Consolidated Balance Sheet of BANC ONE included in the most recently available quarterly or annual report to BANC ONE's shareholders and/or BANC ONE's report to the SEC on Form 10-Q or Form 10-K as of the close of the most recent calendar quarter prior to the Effective Time and the reserve for possible loan and lease losses included therein, as though each reference to "March 31, 1995" in such section were a reference to the last day of the most recent calendar quarter prior to the Effective Time), and (iii) inaccuracies or breaches which do not, individually or in the aggregate, have a BANC ONE Material Adverse Effect. (c) PREMIER shall have received the opinion of counsel for BANC ONE and PAC, (i) on and dated the date on which the registration statement described in Section 10(d) of this Merger Agreement shall have become effective as described in Section 19(c) of this Merger Agreement substantially to the effect of paragraphs numbered 6, 7 and 8 of Exhibit D hereto and (ii) on and dated as of the Closing Date --------- substantially to the effect set forth in Exhibit D hereto, together --------- with copies of the Articles of Incorporation of each of BANC ONE and PAC certified by the Secretary of State of the State of Ohio and copies of such other charter documents and Certificates of Good Standing of BANC ONE and PAC dated as of a date not more than 20 days prior to the day of the Effective Time from the Ohio Secretary of State as PREMIER shall reasonably require. (d) BANC ONE and PAC shall have performed, in all material respects, all agreements and conditions required by this Merger Agreement to be performed and satisfied by it at or prior to the Effective Time. (e) As of the close of the most recent calendar quarter (or if the Effective Time shall occur within 20 days following the close of a calendar quarter, then as of the close of the next preceding calendar quarter) cumulative per share earnings reported by - 58 - BANC ONE since March 31, 1995 shall be greater than or equal to the amount calculated by multiplying (x) $0.77 by (y) the number of full calendar quarters which have passed since March 31, 1995 and for which earnings have been reported by BANC ONE as of such date, times (z) 0.9. As used in this Section, "reported" means reported on BANC ONE's consolidated financial statements prepared in accordance with generally accepted accounting principles applied on a basis consistent with BANC ONE's consolidated financial statements for the years ended December 31, 1994 and 1993, as included in BANC ONE's reports to the SEC on Forms 10-K or BANC ONE's annual reports to shareholders subject to any subsequent adjustments required to be reported to the SEC whether or not such adjustments have, as yet, been reported with the effect of any changes in accounting principles required to be adopted by BANC ONE by any regulatory authority or under generally accepted accounting principles, if any, net of related income tax savings and costs, which were reflected in net income for the relevant period(s) added back into or deducted from net income for the relevant period(s). (f) BANC ONE shall have furnished PREMIER a certificate, signed by the Chairman or President or an Executive Vice President and by the Secretary or Assistant Secretary of BANC ONE and dated as of the Closing Date certifying as to the form of and adoption of the resolutions of the Board of BANC ONE approving the Merger Agreement and the Merger, and to the effect that the conditions described in Paragraphs (a), (b), (d), (e), (g) and (h) of this Section 18 have been satisfied as to it. (g) This Merger Agreement and the Merger shall have been duly approved and adopted by the requisite affirmative vote of BANC ONE as the sole shareholder of PAC or by the unanimous written consent of BANC ONE as the sole shareholder of PAC. - 59 - (h) The shares of BANC ONE Common to be issued to the holders of PREMIER Common shall have been approved for listing on the NYSE. (i) PREMIER shall have received the opinion of Merrill Lynch, Pierce, Fenner & Smith, Incorporated, dated as of a date not more than five days prior to the date of the Proxy Statement/Prospectus with respect to the fairness of the transaction to PREMIER's shareholders from a financial point of view satisfactory in form and substance to PREMIER and its counsel, and such opinion shall not have been withdrawn prior to the Effective Time. 19. Conditions to Obligations of All Parties. In addition to the provisions of ---------------------------------------- Sections 17 and 18 hereof, the obligations of BANC ONE and PREMIER to effect the Merger shall be subject to the satisfaction of the following conditions on or prior to the Effective Time: (a) The parties hereto shall have received all necessary approvals of governmental agencies and authorities of the transactions contemplated by this Merger Agreement and each of such approvals shall remain in full force and effect at the Effective Time. BANC ONE shall notify PREMIER promptly upon receipt of all necessary governmental approvals. (b) At the Effective Time, (i) no party hereto shall be subject to any order, decree or injunction of a court or governmental agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger; (ii) no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits or makes illegal consummation of the Merger; and (iii) there shall have been no stop order issued or threatened by the SEC that suspends or would suspend the effectiveness of the registration statement, and no proceeding by the SEC shall have been commenced, pending or overtly threatened for such purpose. - 60 - (c) The registration statement required to be filed by BANC ONE pursuant to Section 10(d) of this Merger Agreement shall have become effective by an order of the SEC, and the shares of BANC ONE Common to be exchanged in the Merger shall have been qualified or exempted under all applicable state securities laws. (d) This Merger Agreement and the Merger shall have been duly approved and adopted by the requisite affirmative vote of the shareholders of PREMIER. (e) Coopers & Lybrand shall have issued its written opinion, dated as of the Closing Date, satisfactory to PREMIER and BANC ONE, respectively, substantially to the effect set forth in clauses (a) through (e) of Section 11 of this Merger Agreement and there shall exist as of, at or immediately prior to the Effective Time, no facts or circumstances which would render such opinion inapplicable in any respect to the transactions to be consummated hereunder. 20. Indemnification. --------------- (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether formal or informal and whether civil, administrative or criminal, including, without limitation, any such claim, action, suit, proceeding or investigation pursuant to which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee, fiduciary or agent of PREMIER or any of its Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party or a witness, based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Merger Agreement or any of the transactions contemplated hereby (a "Merger Related Event"), whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond to such claim, action, suit, proceedings or - 61 - investigation. With respect to any Merger Related Event, and conditioned upon the Merger becoming effective, BANC ONE shall indemnify, defend and hold harmless, as and to the fullest extent permitted by applicable law, each Indemnified Party against any and all losses, claims, damages, liabilities, costs, expenses (including attorneys' fees and expenses), judgments and fines, and amounts paid in settlement, in connection with any such threatened or actual claim, action, suit, proceedings or investigation; provided, however, that BANC ONE shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld). In the event of any such threatened or actual claim, action, suit, proceedings or investigation (whether asserted or arising before or after the Effective Time), (i) BANC ONE shall pay expenses (including attorney's fees and expenses) in advance of the final disposition of any claim, suit, proceedings or investigation to each Indemnified Party to the fullest extent permitted by applicable law, and (ii) BANC ONE shall use its reasonable best efforts to vigorously defend any such matter; provided, however, that BANC ONE's obligations as herein set forth shall not apply to any losses, claims, damages, liabilities, costs, expenses, judgments, fines and amounts paid in settlement by any Indemnified Party involving the fraud, bad faith and/or reckless disregard of such Indemnified Party or related to any threatened or actual claim, action, suit, proceedings or investigation brought by BANC ONE against any Indemnified Party. Any Indemnified Party wishing to claim indemnification and defense under this Section 20(a) shall, upon the earlier to occur of (A) receiving actual notice of any such claim, action, suit, proceeding or investigation, (B) otherwise learning of such claim, action, suit, proceeding or investigation or (C) receiving other information which would give a reasonably prudent person reason to believe that such a claim, action, suit, proceeding or investigation had or might be brought, notify BANC ONE thereof as soon as reasonably practicable thereafter. BANC ONE's obligations pursuant to this Section 20(a) are conditioned upon BANC ONE being given prompt written notice of any such - 62 - claim, action, suit, proceeding or investigation, together with the right to control and direct the investigation, defense and/or settlement of each such matter, and further provided that the Indemnified Party shall reasonably cooperate with BANC ONE in connection therewith. (b) BANC ONE shall insure that all rights to indemnification and defense and all limitations of liability existing in favor of the Indemnified Parties as provided in PREMIER's Articles of Incorporation and By-laws or similar governing documents of any of its Subsidiaries, as in effect as of February 20, 1991, or as otherwise provided for or allowed under applicable law as in effect as of the date hereof or as such law is amended at a time prior to the Effective Time, with respect to claims or liabilities arising from facts or events existing or occurring prior to the Effective Time, shall survive the Merger and shall continue in full force and effect, without any amendment thereto, for a period of ten (10) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. (c) From and after the Effective Time, persons who, immediately prior to the Effective Time, served as the directors, officers and employees of PREMIER and its Subsidiaries, who, following the Effective Time, continue as directors, officers and/or employees of the Surviving Corporation or one of its subsidiaries, shall have indemnification and defense rights having prospective application only, except, however, for the indemnification and defense rights set forth in paragraphs (a) and (b) of this Section 20. These prospective indemnification and defense rights shall consist of (i) such rights to which directors, officers and employees are entitled under the provisions of the Articles of Incorporation, By-laws or similar governing documents of the Surviving Corporation and its subsidiaries, as applicable, as in effect from time to time after the Effective Time, as applicable, - 63 - and provisions of applicable law as in effect from time to time after the Effective Time and (ii) those indemnification and defense rights set forth in agreements, if any, between BANC ONE and the directors and executive officers of the Surviving Corporation and its subsidiaries. Such agreements, if any, which shall be executed as soon as practicable following the Effective Time, shall provide certain indemnification and defense rights that are comparable to those provided to directors, officers and employees of BANC ONE and its subsidiaries generally, but which rights may be greater or lesser than the indemnification and defense rights available in clause (i) above. (d) The obligations of BANC ONE and PAC provided under paragraphs (a) and (b) of this Section 20 are intended to be the joint and several obligations of BANC ONE and the Surviving Corporation and to benefit, and be enforceable against BANC ONE and the Surviving Corporation directly by the Indemnified Parties, and shall be binding on all respective successors and permitted assigns of BANC ONE and the Surviving Corporation. (e) In the event BANC ONE or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of BANC ONE or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 20. 21. Non-Survival of Representations and Warranties. The respective ---------------------------------------------- representations and warranties of PREMIER, BANC ONE and PAC contained in this Merger Agreement shall not survive the Effective Time. - 64 - 22. Governing Law. This Merger Agreement shall be construed and interpreted ------------- according to the applicable laws of the State of Louisiana, except as the laws of the State of Ohio are expressly applicable to the Merger. 23. Assignment. This Merger Agreement and all of the provisions hereof shall ---------- be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Merger Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. 24. Satisfaction of Conditions; Termination. --------------------------------------- (a) BANC ONE and PAC agree to use their best efforts to obtain satisfaction of the conditions of this Merger Agreement insofar as they relate to BANC ONE and PAC, and PREMIER agrees to use its best efforts to obtain the satisfaction of the conditions of this Merger Agreement insofar as they relate to PREMIER, and in each case as soon as possible. (b) At any time prior to the Effective Time, whether before or after approval of the Merger by BANC ONE, as the sole shareholder of PAC, or by PREMIER's shareholders, this Merger Agreement may be terminated upon the occurrence of any of the following by written notice from BANC ONE to PREMIER (authorized by the Board of Directors of BANC ONE), or by written notice from PREMIER to BANC ONE (authorized by the Board of Directors of PREMIER), as the case may be: (i) By BANC ONE, if any material condition to the obligations of BANC ONE and/or PAC set forth in Section 17 or 19 is not substantially satisfied at the time or times contemplated thereby and such condition is not waived - 65 - by BANC ONE, or by PREMIER, if any material condition to the obligations of PREMIER set forth in Section 18 or 19 is not substantially satisfied at the time or times contemplated thereby and such condition is not waived by PREMIER; (ii) In the event of a material breach by the other of any representation, warranty, condition or agreement contained in this Merger Agreement that is not cured within 30 days of the time that written notice of such breach is received by such other party from the party giving notice; or (iii) If the Merger shall not have been consummated on or before July 1, 1996. (c) In the event that PREMIER fails to deliver the PREMIER Disclosure Letter to BANC ONE as set forth in Section 15(i) of this Merger Agreement, BANC ONE may, upon written notice to PREMIER, terminate this Merger Agreement; provided, however that notice of termination because of such failure of delivery must be given by BANC ONE to PREMIER within thirteen business days of the date of this Merger Agreement. If, upon BANC ONE's review of the PREMIER Disclosure Letter delivered to BANC ONE as required by Section 15(i), BANC ONE determines, in its sole discretion, not to proceed with the Merger Agreement, BANC ONE may, upon written notice to PREMIER, terminate this Merger Agreement; provided, however, that BANC ONE shall complete its review of the PREMIER Disclosure Letter and give PREMIER written notice of whether it will or will not terminate the Merger Agreement pursuant to this paragraph as soon as reasonably possible and, in any event, within ten business days following the date on which the PREMIER Disclosure Letter is received by BANC ONE. In the event that the pre-acquisition investigation and review described in Section 10(n) of this Merger Agreement discloses matters which BANC ONE in good faith - 66 - believes to be either (i) inconsistent in any material respect with any of the representations and warranties of PREMIER contained in this Agreement or (ii) in the reasonable judgment of the Board of Directors of BANC ONE, to be either (x) of such significance as to materially and adversely affect the financial condition or the results of operations of PREMIER and its Subsidiaries on a consolidated basis or (y) to deviate materially and adversely from PREMIER's audited financial statements for the year ended December 31, 1994 or PREMIER's unaudited financials for the three-month period ended June 30, 1995, BANC ONE may elect to terminate this Merger Agreement by giving written notice of termination to PREMIER within seven days of the conclusion of such pre- acquisition investigation. (d) In the event that the pre-acquisition investigation and review described in Section 10(o) of this Merger Agreement discloses matters which PREMIER in good faith believes to be either (i) inconsistent in any material respect with any of the representations and warranties of BANC ONE contained in this Agreement or (ii) in the reasonable judgment of the Board of Directors of PREMIER, to be either (x) of such significance as to materially and adversely affect the financial condition or the results of operations of BANC ONE and its subsidiaries on a consolidated basis or (y) to deviate materially and adversely from BANC ONE's audited financial statements for the year ended December 31, 1994 or BANC ONE's unaudited financials for the three-month period ended June 30, 1995, PREMIER may elect to terminate this Merger Agreement by giving written notice of termination to PREMIER within seven days of the conclusion of such pre-acquisition investigation. (e) This Merger Agreement may be terminated and abandoned (whether before or after approval of the Merger by the shareholder of PAC or by PREMIER's - 67 - shareholders) by mutual written consent of PREMIER, PAC and BANC ONE authorized by their respective Boards of Directors. (f) In the event of termination of this Merger Agreement for any reason, including, but not limited to, the failure to receive the approval of PREMIER's shareholders, the failure to receive or the withdrawal prior to the Effective Time of the fairness opinion described in Section 18(i) of this Merger Agreement, or the failure of PREMIER to deliver the PREMIER Disclosure Letter as set forth in Section 15(i) of this Merger Agreement or BANC ONE's termination pursuant to the provisions of Section 24(c), (i) this Merger Agreement shall cease and terminate and the acquisition of PREMIER shall not be consummated pursuant to the terms of this Merger Agreement and (ii) the 1992 Agreement, the Warrant Agreement, the Amended and Restated Capital Note Agreement dated March 26, 1992 by and between PREMIER and BANC ONE (the "Capital Note Agreement") and the related Subordinated Term Capital Note dated March 25, 1992 of PREMIER to BANC ONE (the "Capital Note") shall remain in full force and effect without modification or amendment as more fully set forth in Section 26. Additionally, in the event of termination of this Merger Agreement caused otherwise than by a willful breach of this Merger Agreement, none of BANC ONE, PAC nor PREMIER shall have any liability to any other party under this Merger Agreement of any nature whatever, except for (i) obligations to pay expenses expressly assumed by BANC ONE in Section 10(e) and (ii) the obligations of the parties with respect to confidential information as set forth in Section 10(f), which obligations shall survive any such termination. (g) If termination of this Merger Agreement shall be judicially determined to have been caused by willful breach of this Merger Agreement, in addition to other remedies at law or equity for breach of this Merger Agreement, the party so found - 68 - to have willfully breached this Merger Agreement shall indemnify the other parties for their respective costs, fees and expenses of their counsel, accountants and other experts and advisors as well as fees and expenses incident to negotiation, preparation and execution of this Merger Agreement and related documentation and their shareholders' meetings and consents. 25. Waivers; Amendments. Any of the provisions of this Merger Agreement may ------------------- be waived at any time by the party which is, or the shareholders of which are, entitled to the benefit thereof. This Merger Agreement may be amended or modified in whole or in part by an agreement in writing executed in the same manner (but not necessarily by the same persons) as this Merger Agreement and which makes reference to this Merger Agreement; provided, however, such amendment or modification may be made only following due authorization by the respective Boards of Directors of PREMIER, PAC and BANC ONE; provided, further, however, that after a favorable vote by the shareholders of PREMIER any such action shall be taken by PREMIER only if, in the opinion of its Board of Directors, such amendment or modification will not have any material adverse effect on the benefits intended under this Merger Agreement for the shareholders of PREMIER, will not violate Section 112H(2) of the Louisiana BCL, and will not require resolicitation of any proxies from such shareholders. 26. Entire Agreement and 1992 Agreement. Subject to the exceptions noted in ----------------------------------- this Section 26, this Merger Agreement supersedes any other agreement, whether written or oral, that may have been made or entered into by PREMIER, PAC and BANC ONE or by any officer or officers of such parties relating to the acquisition of the business or the capital stock of PREMIER and/or its Subsidiaries by BANC ONE or PAC. Except for the BANC ONE Disclosure Letter and any attachments thereto, the PREMIER Disclosure Letter and any attachments thereto, the Benefits Agreement addressing benefit plans and policies, and the 1992 Agreement, the Warrant Agreement, the Capital Note Agreement and the Capital Note, this Merger Agreement and the exhibits hereto constitute the entire - 69 - agreement by the parties, and there are no agreements or commitments except as set forth herein and therein. Until this Merger Agreement is terminated pursuant to the provisions of Section 24 or the Merger becomes effective pursuant hereto, this Merger Agreement supersedes the 1992 Agreement, the Warrant Agreement and any other agreement related to the 1992 Agreement, other than the Capital Note Agreement and related Capital Note. In the event that this Merger Agreement is terminated or if, for any reason, the Merger does not, pursuant to this Merger Agreement, become effective, the 1992 Agreement, the Warrant Agreement, the Capital Note Agreement, the Capital Note and any other agreement related to the 1992 Agreement shall remain in full force and effect, without amendment, and the parties shall have the rights and obligations therein set forth. If the Merger becomes effective pursuant to this Merger Agreement, the 1992 Agreement, the Warrant Agreement and any related agreement shall become null and void and shall have no force and effect; provided, however, the Capital Note Agreement and the related Capital Note will remain in full force and effect. It is the intent of the parties that until the Merger becomes effective pursuant to this Merger Agreement, none of the 1992 Agreement, the Warrant Agreement, the Capital Note Agreement, the Capital Note or other agreement between BANC ONE and PREMIER of even date therewith shall be vacated or otherwise terminated as a result of this Merger Agreement and/or any provision of this Merger Agreement. 27. Captions; Counterparts. The captions in this Merger Agreement are for ---------------------- convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Merger Agreement. This Merger Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument. 28. Notices. Any notice or other communication given under this Merger ------- Agreement shall be in writing, and shall be deemed duly delivered when received upon delivery either - 70 - (i) by hand, (ii) by telegram or facsimile transmission, (iii) by a nationally recognized overnight courier service, or (iv) by registered or certified mail, postage prepaid, addressed as set forth below. (a) If to BANC ONE, to: BANC ONE CORPORATION Attention of: Chief Executive Officer 100 East Broad Street Columbus, Ohio 43271 With a copy to: BANC ONE CORPORATION Attention of: Steven Alan Bennett General Counsel 100 East Broad Street Columbus, Ohio 43271 (b) If to PREMIER, to: Premier Bancorp, Inc. Attention of: Chief Executive Officer 451 Florida Street Baton Rouge, Louisiana 70801 With a copy to: Premier Bancorp, Inc. Attention: General Counsel 451 Florida Street Baton Rouge, Louisiana 70801 (c) If to PAC, to: Premier Acquisition Corporation Attention of: William P. Boardman Chairman 100 East Broad Street Columbus, Ohio 43271 - 71 - IN WITNESS WHEREOF, this Merger Agreement has been executed the day and year first above written. BANC ONE CORPORATION ATTEST: /s/ Charles F Andrews By: /s/ William P. Boardman - -------------------------------- -------------------------------- Charles F. Andrews William P. Boardman Assistant Secretary Senior Executive Vice President Premier Bancorp, Inc. ATTEST: /s/ James H. Napper, II By: /s/ G. Lee Griffin - -------------------------------- -------------------------------- James H. Napper, II G. Lee Griffin Secretary Chief Executive Officer Premier Acquisition Corporation ATTEST: /s/ Charles F. Andrews By: /s/ William P. Boardman - -------------------------------- -------------------------------- Charles F. Andrews William P. Boardman Secretary Chairman - 72 - EXHIBITS TO AGREEMENT AND PLAN OF MERGER ---------------------------------------- Exhibit A - PREMIER Subsidiaries List Exhibit B - Form of Affiliate Agreement Exhibit C - Opinion of Counsel for PREMIER Exhibit D - Opinion of Counsel for BANC ONE and PAC EXHIBIT A --------- List of Subsidiaries of PREMIER BANCORP, INC. (1) ------------------------- Premier Bank, National Association -- Jurisdiction, United States 1933. Member of the Federal Reserve System. Premier Leasing Corporation -- Incorporated in Louisiana -- 12/28/62. Subsidiary of Premier Bank, engages in vehicle and equipment leasing. Louisiana National Leasing Corporation of Texas -- Incorporated in Texas -- 5/13/82. Inactive subsidiary of Premier Leasing Corporation. Tri-State Minerals, Inc. -- Incorporated in Louisiana -- 6/19/86. Premier Bank acquired the stock through foreclosure, holds title to various oil and gas producing properties; dividends minimal amounts of royalities to Premier Bank from time to time. Pyramid Land & Investment Company -- Incorporated in Louisiana. Inactive subsidiary of Tri-State Minerals, Inc. acquired through foreclosure, formerly held title to various oil and gas producing properties. Premier Mortgage Company, L.C. -- Limited Liability Company in Lousiana -- 12/30/93. Subsidiary of Premier Bank (99.9% ownership), engages in the origination and servicing of residential mortgage loans. Premier Venture Capital Corporation, II -- Incoporated in Louisiana -- 11/12/93. Subsidiary of Premier Bank, small business investment corporation organized to provide start-up capital for small high-technology companies located in Louisiana. Louisiana Credit Life Agency, Inc. -- Incorporated in Louisiana -- 4/19/84. Inactive subsidiary of Premier Bank, established to engage in credit/mortgage insurance business. Louisiana Credit Life Insurance Co., Inc. -- Incorporated in Arizona -- 12/12/83. Subsidiary of Premier Bank, engages in underwriting, as reinsurer, of credit/mortgage life and credit/mortgage disability insurance. Premier LLC, Inc. -- Incorporated in Lousiana -- 3/2/84. Active subsidiary of Premier Bank which holds .01% ownership in each of Premier Bank's limited liability subsidiaries. Terre Reality, Inc. -- Incorporated in Louisiana --5/5/88. Inactive subsidiary of Premier Bank formerly held title to foreclosed property. KSS, Inc. -- Incorporated in Louisiana -- 12/29/88. Subsidiary of Premier Bank, holds title to oil field equipment acquired through foreclosure. Premier Investment Advisors, L.L.C. -- Limited Liability Company in Louisiana -- 12/30/93. Subsidiary of Premier Bank (99.9% ownership), provides investment advisor services. Premier Securities Corporation -- Incorporated in Louisiana -- 8/29/85. Provides brokerage services to customers. Premier Acquisition, Inc. -- Incorporated in Louisiana -- 6/8/94. Formed in connection with merger of Heritage Financial Corporation. Terre Agency, Inc. -- Incorporated in Louisiana -- 6/7/76. Inactive subsidiary, formerly acted as agent in the sale of credit life insurance. Louisiana Bancshares, Inc. -- Incorporated in Louisiana -- 1/24/85. Name saver subsidiary. - --------------- \1\ Unless otherwise noted above, all corporations are wholly-owned subsidiaries of Premier Bancorp, Inc. EXHIBIT B --------- (FORM OF AFFILIATE AGREEMENT) AFFILIATE AGREEMENT ------------------- , 1995 ------------------ In consideration and anticipation of the receipt by the undersigned of Common Stock of BANC ONE CORPORATION ("BANC ONE") upon consummation of a proposed merger (the "Merger") of Premier Bancorp, Inc. ("PREMIER") and Premier Acquisition Corporation, a subsidiary of BANC ONE, pursuant to the terms of a certain Agreement and Plan of Merger dated , 1995, (the "Merger ---------- Agreement"), and in view of the fact that the undersigned has, pursuant to the Merger Agreement, been identified as a possible "affiliate" of PREMIER within the meaning of Rules 144 and 145 ("Rule 144" and "Rule 145," respectively), as amended, of the General Rules and Regulations under the Securities Act of 1933, as amended (the "1933 Act"), the undersigned (the "Affiliate") represents and undertakes as follows: The Affiliate shall not offer, sell or otherwise dispose of or transfer any of the shares of the Common Stock of BANC ONE to be received by him upon consummation of the Merger, including shares of BANC ONE Common Stock acquired by the Affiliate within the two year period following the Merger as a result of the Affiliate's exercise of options on BANC ONE Common Stock acquired in substitution for unexercised options on PREMIER Common Stock, (the "Shares"), except the Affiliate may offer, sell or transfer the Shares (1) in a manner and to the extent permitted by the applicable provisions of Rule 145, (2) pursuant to an effective registration statement relating to the Shares under the 1933 Act, or (3) in a transaction which, in the opinion of counsel for the Affiliate or as described in a "no-action" or interpretive letter from the staff of the Securities and Exchange Commission, in each case reasonably satisfactory in form and substance to BANC ONE, is exempt from the registration requirements of the 1933 Act. BANC ONE's transfer agents may be given appropriate instructions prohibiting transfer of the Shares unless these provisions are complied with and the certificate(s) for the Shares may bear a restrictive legend in substantially the following form: The shares represented by this certificate have been issued to the registered holder as a result of a transaction to which Rule 145 under the Securities Act of 1933, as amended (the "1933 Act") applies. The shares represented by this certificate may not be sold, transferred or assigned, and the issuer shall not be required to give effect to any attempted sale, transfer or assignment, except pursuant to (i) a registration statement then in effect under the 1933 Act, (ii) a transaction permitted by Rule 145 as to which the issuer has received evidence of compliance with the provisions of said Rule 145 reasonably satisfactory to it or (iii) a transaction which, in the opinion of counsel for the Affiliate or as described in a 'no action' or interpretive letter from the staff of the Securities and Exchange Commission, in each case reasonably satisfactory in form and substance to the issuer, is exempt from the registration requirements of the 1933 Act. The restrictions of this paragraph shall become null and void and this paragraph shall have no effect on and after . --------------- The undersigned undertakes to take such action as shall be necessary to cause the Shares to be received by the undersigned to be registered in a manner that will allow for the placement of a restrictive legend on the certificate(s) representing such Shares. IN WITNESS WHEREOF, the Affiliate has executed this Affiliate Agreement as of the day and year first above written. ------------------------------------ (OPINION OF COUNSEL FOR PREMIER) EXHIBIT C --------- , 199 - ------------- - BANC ONE CORPORATION 100 East Broad Street Columbus, Ohio 43271 Gentlemen: We are counsel to Premier Bancorp, Inc., a Louisiana corporation and a registered bank holding company ("PREMIER") and have acted as counsel for PREMIER in connection with the merger (the "Merger") of PREMIER with and into Premier Acquisition Corporation ("PAC"), an Ohio corporation and a wholly owned subsidiary of BANC ONE CORPORATION ("BANC ONE"), pursuant to which each of the issued and outstanding shares of PREMIER's Common Stock will be converted into shares of BANC ONE Common Stock. The Merger is to be consummated pursuant to the terms of an Agreement and Plan of Merger dated , 1995 ("Merger ------------- Agreement"), between PAC, PREMIER and BANC ONE. This opinion is furnished to you pursuant to Section 17(d) of the Merger Agreement. Except as otherwise indicated herein, capitalized terms used in this Opinion Letter are defined in the Merger Agreement or the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991), respectively. In the event of any inconsistency between the definition of any such term in the Merger Agreement and the Accord, the definition set forth in the Accord shall govern. This Opinion Letter is governed by, and is to be interpreted in accordance with, the Accord. As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage, and other limitations, all as more particularly described in the Accord, and this Opinion Letter should be read in conjunction therewith. The law covered by the opinions expressed herein is limited solely to the laws of the State of Louisiana and the Federal Laws of the United States generally. Based upon and subject to the foregoing, we are of the opinion that: 1. The Merger Agreement is enforceable against PREMIER. BANC ONE CORPORATION , 1995 ----------- Page 2 2. Except as set forth in the PREMIER Disclosure Letter, the execution and delivery by PREMIER of, and the performance by PREMIER of its agreements in, the Merger Agreement does not (a) violate the respective Constituent Documents of PREMIER; (b) violate applicable provisions of statutory law or regulation; (c) breach or otherwise violate any existing obligation of PREMIER under any Court Orders of which the Opinion Giver has Actual Knowledge; or (d) to the Opinion Giver's Actual Knowledge, breach, or result in a default under, any material obligation of PREMIER under a material Other Agreement. 3. To the Opinion Giver's Actual Knowledge, there are no actions or proceedings against PREMIER or any of its subsidiaries, pending or overtly threatened in writing, before any court, governmental agency or arbitrator which seek to affect the enforceability of the Merger Agreement. The General Qualifications apply to each of the opinions set forth above. We are rendering this opinion solely for the benefit of BANC ONE and PAC in connection with the transactions described in the Merger Agreement. It may not be relied upon by any other person or for any other person, or quoted or filed with any regulatory agency without our prior approval. Very truly yours, - -------------------- - -------------------- EXHIBIT D --------- (OPINION OF COUNSEL FOR BANC ONE AND PAC) , 199 - --------------- - Premier Bancorp, Inc. 451 Florida Street Baton Rouge, Louisiana 70801 Attention: Chairman Gentlemen: I am counsel for BANC ONE CORPORATION, an Ohio corporation and a registered bank holding company ("BANC ONE"), and Premier Acquisition Corporation ("PAC"), an Ohio corporation, registered bank holding company and wholly owned subsidiary of BANC ONE. I have acted as counsel for BANC ONE and PAC in connection with the merger (the "Merger") of Premier Bancorp, Inc. ("PREMIER") and PAC pursuant to which each of the issued and outstanding shares of PREMIER Common Stock will be converted into shares of BANC ONE Common Stock. Such Merger is to be consummated pursuant to the terms of an Agreement and Plan of Merger dated , 1995("Merger Agreement") between PREMIER, PAC and BANC ONE. This - ----------- opinion is furnished to you pursuant to Section 18(c) of the Merger Agreement. Except as otherwise indicated herein, capitalized terms used in this Opinion Letter are defined in the Merger Agreement or the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991), respectively. In the event of any inconsistency between the definition of any such term in the Merger Agreement and the Accord, the definition set forth in the Accord shall govern. This Opinion Letter is governed by, and is to be interpreted in accordance with, the Accord. As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage, and other limitations, all as more particularly described in the Accord, and this Opinion Letter should be read in conjunction therewith. The law covered by the opinions expressed herein is limited solely to the laws of the State of Ohio and the Federal Laws of the United States generally. Based upon and subject to the foregoing, I am of the opinion that: Premier Bancorp, Inc. , 1995 ------------ Page 3 1. The Merger Agreement is enforceable against BANC ONE. 2. The Merger Agreement is enforceable against PAC. 3. Except as set forth in the BANC ONE Disclosure Letter, the execution and delivery by BANC ONE and PAC of, and the performance by BANC ONE and PAC of their agreements in, the Merger Agreement does not (a) violate the respective Constituent Documents of BANC ONE and PAC; (b) violate applicable provisions of statutory law or regulation; (c) breach or otherwise violate any existing obligation of BANC ONE or PAC under any Court Orders of which the Opinion Giver has Actual Knowledge; or (d) breach, or result in a default under, any material obligation of BANC ONE or PAC under a material Other Agreement of which the Opinion Giver has Actual Knowledge. 4. Insofar as I am aware, the conditions to obligations of PREMIER as set forth in the Merger Agreement have been satisfied or waived by PREMIER and the representations and warranties of BANC ONE and PAC as set forth in the Merger Agreement were true as of the date of the Merger Agreement and are, to the extent required by Section 18(b) of the Merger Agreement, true as of the date hereof. 5. To the best of my actual knowledge, I hereby confirm to you, pursuant to the requirements of Section 12(f) of the Merger Agreement, that there are no actions or proceedings against BANC ONE or any of its subsidiaries, pending or overtly threatened in writing, before any court, governmental agency or arbitrator which (i) seek to affect the enforceability of the Merger Agreement or (ii) come within the objective standard established in the Merger Agreement for disclosure, except as set forth in the BANC ONE Disclosure Letter. 6. I have participated in the preparation of the Registration Statement on Form S-4 or other appropriate registration statement form (No. ) of ------------ BANC ONE ("Registration Statement"), and in rendering this opinion have limited my review of the facts concerning the Registration Statement to discussions with and inquiry of Directors, officers and employees of BANC ONE, and Coopers & Lybrand, the independent accountants who examined certain of the financial statements of BANC ONE included in the Registration Statement, and based thereon and subject to the General Qualifications, I am of the opinion that such Registration Statement, and the Prospectus included in the Registration Statement (except as to financial statements, other financial data and any information concerning PREMIER included therein, as to which I express no opinion) at the time the Registration Statement became effective under the Securities Act of 1933 (the "1933 Act") complied as to form in all material respects with the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder. Premier Bancorp, Inc. , 1995 - ----------- Page 4 7. I confirm that the Registration Statement has become effective under the 1933 Act, and to the best of my Actual Knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act. 8. I have not checked the accuracy or completeness of, or otherwise verified, any statement of fact contained in the Registration Statement and Prospectus. Based on the participations, discussions and inquiries described above, however, I have no reason to believe that the Registration Statement (except as to financial statements, other financial data and any information concerning PREMIER included therein, as to which no view is expressed) at the time it became effective and as of the date of this letter contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus (except as to financial statements, other financial data and any information concerning PREMIER included therein, as to which no view is expressed) at such times contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that since the effective date of the Registration Statement, any event has occurred which should have been set forth in an amendment or supplement to the Registration Statement or the Prospectus which has not been set forth in such an amendment or supplement. The General Qualifications apply to all of the opinions set forth above. I am rendering this opinion solely for the benefit of BANC ONE and PAC in connection with the transactions described in the Merger Agreement. It may not be relied upon by any other person or for any other person, or quoted or filed with any regulatory agency without my prior approval. Very truly yours, - ----------------------- - ----------------------- EX-2.2 3 PLAN OF MERGER AMEN EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger ("First Amendment") between Premier Bancorp, Inc. (hereinafter called "PREMIER"), Premier Acquisition Corporation (hereinafter called "PAC") and BANC ONE CORPORATION (hereinafter called "BANC ONE") is dated as of September 7, 1995. ----------- WITNESSETH WHEREAS, the parties hereto have entered into an Agreement and Plan of Merger dated as of July 19, 1995 (hereinafter, the "Merger Agreement") providing for the merger of PREMIER into PAC, BANC ONE's acquisition of PREMIER and the exchange of shares of BANC ONE Common Stock for the shares of PREMIER Common Stock; WHEREAS, the parties have determined that under applicable Louisiana law certain rights may be available to shareholders of PREMIER as dissenting shareholders and that it is desirable that the Merger Agreement be amended with respect thereto. STATEMENT OF AMENDMENT NOW THEREFORE, the parties hereby agree that the Merger Agreement shall be and is hereby amended as follows: A. Section 6 of the Merger Agreement is amended to read in its entirety as follows: 6. Liabilities upon Merger; Service of Process. The Surviving Corporation ------------------------------------------- shall be responsible for all of the liabilities of every kind and description of PREMIER and PAC existing as of the Effective Time. The filing of a Certificate of Merger with the Secretary of State of the State of Louisiana, accompanied by such other documents as are required by the Louisiana BCL, shall operate as a consent by the Surviving Corporation that it may be sued and served with process in the State of Louisiana in any suit, action or proceeding for the enforcement of any obligation or liability of PREMIER, including any amount payable to any dissenting shareholder; as an irrevocable consent by the Surviving Corporation to service upon and by the Louisiana Secretary of State as agent of the Surviving Corporation to accept service of process in any such suit, action or proceeding for the enforcement of any such obligation or liability; and as an appointment by the Surviving Corporation of James H. Napper, II whose address is 451 Florida Street, Baton Rouge, Louisiana 70801, as agent of the Surviving Corporation for service of process in any action, suit or proceeding to enforce any such obligation or liability of PREMIER, to whom the Louisiana Secretary of State may mail a copy of any such process served upon the Louisiana Secretary of State. B. Section 7(a)(i) of the Merger Agreement is amended to read in its entirety as follows: (i) Each share of PREMIER Common that is issued and outstanding immediately prior to the Effective Time, together with any and all PREMIER Common Stock purchase rights and related interests and rights associated with each such share of PREMIER Common ("Rights") arising from, related to and/or issued pursuant to the Rights Agreement dated January 18, 1989 between PREMIER and Premier Bank, N.A., as Rights Agent (the "PREMIER Rights Plan"), except for shares of PREMIER Common and Rights related thereto subject to the rights of a dissenting shareholder, if any, shall, by virtue of the Merger and without any action on the part of the holder thereof, thereupon be converted into 0.617761 share of BANC ONE Common subject, however, to (i) the anti-dilution provisions of Section 7(e) of this Merger Agreement and (ii) provisions set forth in Section 7(c) with respect to fractional shares (the "Exchange Rate"). C. The first paragraph of Section 7(d) of the Merger Agreement is amended to read in its entirety as follows: (d) As soon as practicable after the Effective Time, and subject to the provisions set forth above relating to fractional shares, BANC ONE will, or will cause Harris Trust and Savings Bank, as Exchange Agent for BANC ONE to, distribute to the former holders of PREMIER Common (or their respective designees) in exchange for and upon surrender for cancellation by such holders of a certificate or certificates formerly representing shares of PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan, the certificate(s) for shares of BANC ONE Common in accordance with the Exchange Rate. Each certificate formerly representing PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan (other than certificates representing shares of PREMIER Common subject to the rights of dissenting shareholders, if any) shall be deemed for all purposes to evidence the ownership of the number of shares of BANC ONE Common into which such shares have been converted pursuant to the Exchange Rate; provided, however, that, until such surrender of a holder's certificate or certificates formerly representing shares of PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan, the holder thereof shall not be entitled to receive any dividend or other payment or distribution payable to holders of BANC ONE Common. Upon such surrender (or, in lieu of surrender, other provisions reasonably satisfactory to BANC ONE as are made as set forth in the next following paragraph), there shall be paid to the person entitled thereto the aggregate amount of dividends or other payments or distributions (in each -2- case without interest) which became payable after the Effective Time, to the extent not previously paid to such person, on the whole shares of BANC ONE Common represented by the certificates issued upon such surrender and exchange or in accordance with such other provisions, as the case may be. After the Effective Time the holders of certificates formerly representing shares of PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan shall cease to have rights with respect to such shares and to any related Rights (except such rights, if any, as holders of certificates representing PREMIER Common may have as dissenting shareholders) and their sole right shall be to exchange said certificates for shares of BANC ONE Common and any fractional share payment in accordance with this Merger Agreement. D. A new subsection (f) is added to Section 7 of the Merger Agreement to read in its entirety as follows: (f) If any shareholder of PREMIER Common who files appropriate written objection pursuant to applicable law and thereafter votes his shares against the Merger is entitled to dissenters' rights under applicable law, if such shareholder perfects applicable dissenters' rights, if any, such shareholder will be entitled to dissenters rights under the Louisiana BCL. E. Section 11(c) of the Merger Agreement is amended to read in its entirety as follows: (c) No gain or loss will be recognized to the shareholders of PREMIER on the exchange of their shares of PREMIER Common for shares of BANC ONE Common (disregarding for this purpose any cash received pursuant to the exercise of statutory dissenters' rights or in lieu of fractional share interests); F. The first paragraph of Section 15(a)(ii) of the Merger Agreement is amended to read in its entirety as follows: (ii) except as hereinbelow provided, will not declare or pay any dividends or make any distributions in any amount on its PREMIER Common in the quarter in which the Effective Time shall occur and for which quarter the shareholders of PREMIER Common are entitled to receive regular quarterly dividends on the shares of BANC ONE Common into which the shares of PREMIER Common have been converted. It is the intent of this part (ii) to provide that, except for PREMIER shareholders who have exercised applicable dissenters' rights and who will, as a result, not exchange their shares of PREMIER Common for shares of BANC ONE Common, the holders of PREMIER Common will receive either the payment of cash dividends on their shares of PREMIER Common or the payment of cash dividends as the holders of shares of BANC ONE Common received in exchange for the shares of PREMIER Common for -3- the calendar quarter during which the Effective Time shall occur, but will not receive and will not become entitled to receive for the same calendar quarter both the payment of a cash dividend as shareholders of PREMIER and the payment of a cash dividend as the holders of the shares of BANC ONE Common received in exchange for the shares of PREMIER Common. In the event that PREMIER does not declare and pay cash dividends on its PREMIER Common in a particular calendar quarter because of PREMIER's reasonable expectation that the Effective Time would occur in said calendar quarter wherein the holders of PREMIER Common would have become entitled to receive cash dividends for such calendar quarter on the shares of BANC ONE Common to have been exchanged for the shares of PREMIER Common, and the Effective Time does not in fact occur effective in said calendar quarter, then, as a result thereof, PREMIER shall be entitled to declare and pay a cash dividend (within the limitations of this Section 15) on said shares of PREMIER Common for said calendar quarter as soon as reasonably practicable. Except as amended by this First Amendment, the Merger Agreement and the exhibits thereto remain in full force and effect without alteration or change. All references to "Merger Agreement" in the Merger Agreement as originally executed shall mean the Merger Agreement as amended by this First Amendment. IN WITNESS WHEREOF, the parties hereto have set their hands to this First Amendment on the date and in the year first above written. BANC ONE CORPORATION ATTEST: By:/s/ William P. Boardman -------------------------------- William P. Boardman /s/ Charles F. Andrews Senior Executive Vice President ------------------ Premier Bancorp, Inc. ATTEST: By:/s/ G. Lee Griffin -------------------------------- G. Lee Griffin /s/ James H. Napper, II Chief Executive Officer -------------------- Premier Acquisition Corporation ATTEST: By:/s/ William P. Boardman -------------------------------- William P. Boardman /s/ Charles F. Andrews Chairman ------------------ -4- EX-5 4 OPINION OF S. BENNETT EXHIBIT 5 October 5, 1995 To: The Board of Directors of BANC ONE CORPORATION This opinion is being provided by the undersigned, as General Counsel of BANC ONE CORPORATION ("BANC ONE"). In such capacity I, or attorneys under my supervision, have represented BANC ONE in connection with the Registration Statement on Form S-4 (the "Registration Statement") to be filed by BANC ONE with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates to the issuance of up to 21,861,840 shares of the common stock, no par value ($5 stated value) per share, of BANC ONE (the "Shares") in connection with the proposed merger (the "Merger") of Premier Bancorp, Inc. ("Premier") with and into Premier Acquisition Corporation ("PAC"), a wholly owned subsidiary of BANC ONE, pursuant to the terms of the Agreement and Plan of Merger dated as of July 19, 1995 by and among Premier, BANC ONE and PAC, as amended as of September 7, 1995 (the "Merger Agreement"). In rendering the opinions set forth below, I or attorneys under my supervision have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for the purposes of this opinion, including without limitation the Merger Agreement. Based upon and subject to the foregoing and after examination of such matters of law as I have deemed applicable or relevant to this opinion, I am of the opinion that, upon effectiveness of the Registration Statement and the satisfaction of certain conditions provided for in the Merger Agreement, the Shares, when issued and delivered pursuant to the provisions of the Merger Agreement and upon consummation of the Merger, will be validly issued, fully paid and non- assessable. The Board of Directors of BANC ONE CORPORATION October 5, 1995 Page 2 The opinions expressed herein are limited to the laws of the State of Ohio and the federal laws of the United States of America. I hereby consent to (i) the use and filing of this opinion as an exhibit to the Registration Statement and to the reference to this opinion under the heading "Legal Matters" in any prospectus filed in connection with the Registration Statement and (ii) the incorporation by reference of this opinion into a subsequent registration statement filed by BANC ONE pursuant to Rule 462(b) under the Securities Act relating to the offering covered by the Registration Statement. In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations thereunder. Very truly yours, /s/ Steven Alan Bennett Steven Alan Bennett Senior Vice President and General Counsel EX-8 5 OPINION OF COOPERS & LYB | | Coopers & Lybrand L.L.P. | 100 East Broad Street | telephone (614) 225-8700 | [Logo of | | Suite 2100 | | Coopers | | Columbus, Ohio 43215-3671 | facsimile (614) 224-1044 | & Lybrand] | a professional services firm
October 5, 1995 Mr. Charles F. Andrews Assistant General Counsel BANC ONE CORPORATION 100 East Broad Street Columbus, Ohio 43271-0261 RE: Federal Income Tax Effects of Proposed Merger between Premier Bancorp, Inc., Premier Acquisition Corporation, and BANC ONE CORPORATION To Premier Bancorp, the Shareholders of Premier Bancorp, and BANC ONE CORPORATION: Pursuant to your request and as required by Section 11 of the Agreement and Plan of Merger entered into between Premier Bancorp, Inc., Premier Acquisition Corporation, and BANC ONE CORPORATION on or about July 19, 1995, as amended by the First Amendment To Agreement and Plan of Merger entered into on or about September 7, 1995, we are providing our opinion of the Federal income tax consequences of the transaction described herein. Unless otherwise noted, all Section references herein shall be to the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder. FACTS - ----- A. Introduction of Parties to the Proposed Transaction 1. Premier Bancorp, Inc. ("PREMIER") --------------------------------- PREMIER is a corporation duly organized under the laws of the State of Louisiana and a registered bank holding company under the Bank Holding Company Act of 1956, as amended. As of July 19, 1995, the authorized capital stock of PREMIER consisted of 100,000,000 shares of common stock without par value, $5.00 stated value, 33,828,969 shares of which were issued and outstanding, not including 46,000 shares of treasury stock owned by PREMIER; and 10,000,000 shares of PREMIER preferred stock, none of which were issued and outstanding. As of July 19, 1995, there were no outstanding options, warrants, or commitments of any kind related to PREMIER's capital stock, and no rights plan or other similar plan related to PREMIER's capital stock except for (i) options for not more than 1,132,090 shares of PREMIER common issued to officers and employees of PREMIER Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a limited liability association incorporated in Switzerland. BANC ONE CORPORATION Page 2 October 5, 1995 and its subsidiaries related to the PREMIER Stock Option Plan; (ii) certain rights and interests granted to BANC ONE by PREMIER pursuant to the Amended and Restated Agreement and Plan of Acquisition dated as of March 26, 1992 between BANC ONE and PREMIER, as amended by the First Amendment to Amended and Restated Agreement and Plan of Acquisition dated as of April 25, 1995 (together, the "1992 Agreement"); (iii) a commitment to issue not more than 427,773 shares of PREMIER common in exchange for all of the capital stock of HNB Corporation; (iv) shares issuable pursuant to the Warrant Agreement dated as of March 26, 1992 between BANC ONE and PREMIER (the "Warrant Agreement"); and (v) Rights issued or issuable pursuant to the PREMIER Rights Plan. 2. Premier Acquisition Corporation ("PAC") --------------------------------------- PAC is a corporation duly organized under the laws of the State of Ohio. As of July 19, 1995, the authorized capital stock of PAC consisted of 500 shares of common stock without par value, all of which were issued and outstanding and owned, of record and beneficially, by BANC ONE CORPORATION. 3. BANC ONE CORPORATION ("BANC ONE") --------------------------------- BANC ONE is a corporation duly organized under the laws of the State of Ohio and a registered bank holding company under the Bank Holding Company Act of 1956, as amended. As of June 30, 1995, the authorized common stock of BANC ONE consisted of 600,000,000 shares of common stock without par value, 410,290,638 of which were issued and outstanding and 18,000,000 of which were shares of treasury stock owned by BANC ONE. The authorized preferred stock consisted of 35,000,000 shares without par value, 4,997,499 shares of which were issued and outstanding as Series C $3.50 Cumulative Convertible Preferred Stock. B. Proposed Transaction Between the Parties At the effective date of the Merger of PREMIER into PAC ("EFFECTIVE TIME"), in accordance with and pursuant to the Louisiana Business Corporation Law and the General Corporation Law of the State of Ohio, BANC ONE will indirectly acquire the assets and liabilities of PREMIER through its wholly-owned subsidiary, PAC. Specifically, the Agreement and Plan of Merger provides: "It is understood by each of the parties hereto that BANC ONE seeks, as a result of the Merger, to acquire PREMIER, the Banks and the Companies and all of their respective operating assets and liabilities." At the EFFECTIVE TIME, the separate corporate existence of PREMIER and PAC, respectively, shall be merged into and continued in PAC as the surviving corporation. All rights, franchises and interests of PREMIER and PAC, respectively, in and to every type of property, real, personal, and mixed, and choses in action, shall be transferred to and vested in PAC as the Surviving Corporation. BANC ONE CORPORATION Page 3 October 5, 1995 Under the terms of the Agreement and Plan of Merger, the name of the Surviving Corporation shall be "Banc One Louisiana Corporation." The Merger shall be effective at the date in accordance with Section 10(c) of the Agreement and Plan of Merger. Unless another date is agreed upon, the closing shall take place on the last business day of a month which first occurs on or after the later of (i) the expiration of any required waiting period following the approval of the consummation of the Merger by the Board of Governors of the Federal Reserve System and Louisiana Commissioner of Financial Institutions, (ii) the date of the meeting of shareholders of PREMIER to approve the Merger or (iii) the business day following the satisfaction or waiver of all conditions to the Merger. At the EFFECTIVE TIME, each of the issued and outstanding shares of PREMIER common stock immediately prior to the EFFECTIVE TIME, together with any and all PREMIER common stock purchase rights and related interests and rights associated with each such share of PREMIER common stock arising from, related to and/or issued pursuant to the Rights Agreement dated January 18, 1989 between PREMIER and Premier Bank, N.A., except for shares of PREMIER common stock and rights related thereto subject to the rights of a dissenting shareholder, if any, shall be converted into shares of BANC ONE common stock at an Exchange Rate, of 0.617761 shares of BANC ONE common stock for each share of PREMIER common stock. The conversion ratio of 0.617761 shares is subject to the anti-dilution provisions of Section 7(e) of the Agreement and Plan of Merger and the provisions set forth in Section 7(c) of the Agreement and Plan of Merger with respect to fractional shares. At the EFFECTIVE TIME, PREMIER's shareholders shall be allocated and entitled to receive shares of BANC ONE common stock in exchange for the surrender and cancellation of their PREMIER common stock. The term "Valuation Period" is defined in Section 7(c) of the Agreement and Plan of Merger as "the ten consecutive NYSE trading days ending on the eighth NYSE trading day immediately prior to the closing date." The term, "BANC ONE Average Price" is defined in Section 7(c) of the Agreement and Plan of Merger as "the average of the closing prices of BANC ONE Common on the New York Stock Exchange ("NYSE") during the Valuation Period as reported in The Wall Street Journal for NYSE Composite Transactions." - ----------------------- The 500 shares of PAC common stock issued and outstanding immediately prior to the EFFECTIVE TIME shall continue to be issued and outstanding shares of common stock, without par value, of the Surviving Corporation. BANC ONE CORPORATION Page 4 October 5, 1995 The anti-dilution provision of Section 7 of the Agreement and Plan of Merger provides: (e) If prior to the Effective Time (i) PREMIER or (ii) BANC ONE shall declare a stock dividend or subdivide, split up, reclassify or combine its shares of common stock or declare a dividend or make a distribution on its common stock in any security convertible into its common stock, appropriate adjustment or adjustments will be made in the Exchange Rate and other factors used to determine or limit the Exchange Rate. PREMIER's shareholders with fractional shares, at the EFFECTIVE TIME, shall not be entitled to receive BANC ONE common stock for such fractional shares. Instead, any holder of fractional shares of PREMIER common stock shall, upon surrender of the certificate or certificates representing such PREMIER common stock, be paid cash by BANC ONE on the basis of the BANC ONE Average Price, as defined in Section 7(c) of the Agreement and Plan of Merger. C. Additional Representations In addition to the foregoing, the following pertinent representations have been made by the parties to the proposed transaction: 1. The fair market value of BANC ONE common stock and other consideration received by each PREMIER shareholder will be approximately equal to the fair market value of the PREMIER common stock surrendered in the exchange. 2. There is no plan or intention by the shareholders of PREMIER who own 5 percent or more of the PREMIER common stock, and to the best of the knowledge of the management of PREMIER, there is no plan or intention on the part of the remaining shareholders of PREMIER to sell, exchange or otherwise dispose of a number of shares of BANC ONE stock received in the transaction that would reduce the PREMIER shareholders' ownership of BANC ONE stock to a number of shares having a value, as of the date of the transaction, of less than 50 percent of the value of all of the formerly outstanding stock of PREMIER as of the same date. For purposes of this representation, shares of PREMIER common stock exchanged for cash or other property, surrendered by dissenters or exchanged for cash in lieu of fractional shares of BANC ONE stock will be treated as outstanding PREMIER common stock on the date of the transaction. Moreover, shares of PREMIER stock and shares of BANC ONE stock held by PREMIER shareholders and otherwise sold, redeemed, or disposed of prior or subsequent to the transaction will be considered in making this representation. BANC ONE CORPORATION Page 5 October 5, 1995 3. PAC will acquire at least 90 percent of the fair market value of the net assets and at least 70 percent of the fair market value of the gross assets held by PREMIER immediately prior to the transaction. For purposes of this representation, amounts paid by PREMIER to dissenters, amounts paid by PREMIER to shareholders who receive cash or other property, PREMIER assets used to pay its reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by PREMIER immediately preceding the transfer, will be included as assets of PREMIER held immediately prior to the transaction. 4. Prior to the transaction, BANC ONE will be in control of PAC within the meaning of (S) 368(c) of the Internal Revenue Code. 5. Following the transaction, PAC will not issue additional shares of its stock that would result in BANC ONE's losing control of PAC within the meaning of (S) 368(c) of the Internal Revenue Code. 6. BANC ONE has no plan or intention to reacquire any of its stock issued in the transaction. 7. BANC ONE has no plan or intention to liquidate PAC; to merge PAC with and into another corporation; to sell or otherwise dispose of the stock of PAC; or to cause PAC to sell or otherwise dispose of any of the assets of PREMIER acquired in the transaction, except for dispositions made in the ordinary course of business or transfers described in (S) 368(a)(2)(C) of the Internal Revenue Code. 8. The liabilities of PREMIER assumed by PAC and the liabilities to which the transferred assets of PREMIER are subject were incurred by PREMIER in the ordinary course of its business. 9. Following the transaction, PAC will continue the historic business of PREMIER or use a significant portion of PREMIER's business assets in a business. 10. BANC ONE, PAC, PREMIER, and the shareholders of PREMIER will pay their respective expenses, if any, incurred in connection with the transaction. 11. There is no intercorporate indebtedness existing between BANC ONE and PREMIER or between PAC and PREMIER that was issued, acquired, or will be settled at a discount. 12. No two parties to the transaction are investment companies as defined in (S) 368(a)(2)(F)(iii) and (iv) of the Internal Revenue Code. BANC ONE CORPORATION Page 6 October 5, 1995 13. PREMIER is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of (S) 368(a)(3)(A) of the Internal Revenue Code. 14. The fair market value of the assets of PREMIER transferred to PAC will equal or exceed the sum of the liabilities assumed by PAC, plus the amount of liabilities, if any, to which the transferred assets are subject. 15. No stock of PAC will be issued in the transaction. The facts, assumptions, and representations set forth above have been reviewed by the management of PREMIER, PAC, and BANC ONE. These facts, assumptions, and representations are a material basis for the opinions contained herein. We have been instructed to rely on them in preparing this opinion letter. We have not independently investigated the validity of the facts, assumptions, or representations set forth above. ISSUES - ------ I. Whether the statutory Merger of PREMIER with and into PAC will constitute a reorganization within the meaning of (S)(S) 368(a)(1)(A) and 368(a)(2)(D) of the Code. II. Whether gain or loss will be recognized by BANC ONE, PAC, or PREMIER as a consequence of the Merger. III. Whether gain or loss will be recognized by the shareholders of PREMIER on the exchange of their shares of PREMIER common stock for shares of BANC ONE common stock (disregarding for this purpose any cash received pursuant to the exercise of statutory dissenters' rights or in lieu of fractional share interests). IV. Whether the Federal income tax basis of the BANC ONE common stock received by the shareholders of PREMIER will be the same as the Federal income tax basis of the PREMIER common stock surrendered in exchange therefor (reduced by any amount allocated to fractional share interests for which cash is received). V. Whether the holding period of the BANC ONE common stock received by the shareholders of PREMIER will include the period for which the PREMIER common stock exchanged therefor was held, provided the exchanged PREMIER common stock was held as a capital asset by such shareholders on the date of the exchange. BANC ONE CORPORATION Page 7 October 5, 1995 VI. Whether the cash received by PREMIER shareholders in exchange for their PREMIER common stock pursuant to the exercise of their dissenters' rights will be treated as having been received in redemption of their PREMIER common stock and subject to the provisions of (S) 302 of the Code. VII. Whether the payment of cash in lieu of fractional share interests of BANC ONE common stock will be treated as if the fractional shares were distributed as part of the exchange and then redeemed by BANC ONE, the redemption being subject to the provisions of (S) 302 of the Code. CONCLUSIONS - ----------- For Federal income tax purposes, the following conclusions with respect to the above issues are made: I. TAX-FREE REORGANIZATION STATUS ------------------------------ The statutory Merger of PREMIER with and into PAC, as described above, will constitute a reorganization within the meaning of (S)(S) 368(a)(1)(A) and 368(a)(2)(D) of the Code. In addition to qualifying as a statutory merger, the Merger satisfies the requirements of (S) 368(a)(1)(A), namely (1) Continuity of business enterprise; (2) Continuity of interest; (3) Bona fide business purpose; and (4) Lack of overall plan of tax avoidance. In addition, the Merger meets the additional requirement of (S) 368(a)(2)(D) that no stock of the acquiring corporation be used to effect the transaction and that substantially all of the assets of PREMIER will be acquired by PAC. Furthermore, BANC ONE, PAC, and PREMIER will qualify as "parties to the reorganization" under (S) 368(b). II. GAIN OR LOSS RECOGNITION BY BANC ONE, PAC, AND PREMIER ------------------------------------------------------ PREMIER will recognize no gain or loss upon the Merger with and into PAC, (S) 361(a); nor will BANC ONE and PAC recognize gain or loss upon the acquisition by PAC of PREMIER's assets. Rev. Rul. 57-278, 1957-1 C.B. 124. III. GAIN OR LOSS RECOGNITION BY SHAREHOLDERS OF PREMIER --------------------------------------------------- Disregarding for this purpose any cash received pursuant to the exercise of statutory dissenters' rights or for fractional share interests to which they may be entitled, no gain or loss will be recognized to the shareholders of PREMIER upon receipt of BANC ONE common stock. (S) 354(a)(1). BANC ONE CORPORATION Page 8 October 5, 1995 IV. FEDERAL INCOME TAX BASIS FOR SHAREHOLDERS OF PREMIER ---------------------------------------------------- The Federal income tax basis of BANC ONE common stock to be received by the shareholders of PREMIER will be the same as the basis of the PREMIER common stock surrendered in exchange thereof (reduced by any amount allocated to fractional share interests for which cash is received). (S) 358(a)(1). V. FEDERAL INCOME TAX HOLDING PERIOD OF BANC ONE COMMON STOCK ---------------------------------------------------------- Provided that the PREMIER common stock was held as a capital asset on the date of the exchange, the holding period of BANC ONE common stock received by the shareholders of PREMIER will include the period during which the shareholders held the PREMIER common stock surrendered in exchange therefor. (S) 1223(1). VI. REDEMPTION TREATMENT FOR CASH RECEIVED PURSUANT TO THE EXERCISE OF ------------------------------------------------------------------ DISSENTERS' RIGHTS BY PREMIER SHAREHOLDERS ------------------------------------------ The shareholders who exercise their dissenters' rights will be treated as having received the cash as a distribution in redemption of their PREMIER stock subject to the provisions and limitations of (S) 302. Rev. Rul. 74-515, 1974-2 C.B. 118. VII. REDEMPTION TREATMENT FOR CASH RECEIVED IN LIEU OF FRACTIONAL SHARE ------------------------------------------------------------------ INTERESTS --------- The payment of cash in lieu of fractional share interests will be treated as if the fractional share interests were distributed as part of the exchange and then redeemed by BANC ONE. The payments will be treated as having been received as a distribution in full payment in exchange for the stock redeemed as provided in (S) 302(a). Rev. Rul. 66-365, 1966-2 C.B. 116; Rev. Proc. 77-41, 1977-2 C.B. 574. DISCUSSION I. TAX-FREE REORGANIZATION STATUS ------------------------------ A. Statement of Law Tax-free reorganizations are governed by (S) 368 of the Code. The purpose of the reorganization provisions of the Code is to exempt from taxation specifically described exchanges incident to readjustments of corporate structures that are required by business exigencies and effect only a readjustment of continuing interests in property under a modified corporate form. Treas. Reg. BANC ONE CORPORATION Page 9 October 5, 1995 (S)1.368-1(b). Requisite to a reorganization under the Code are: 1. Continuity of business enterprise, which requires that the acquiring corporation either (a) continue the acquired corporation's historic business, or (b) use a significant portion of the acquired corporation's historic business assets in a business. Treas. Reg. (S) 1.368-1(d)(2); 2. Continuity of interest by the persons who were the owners prior to the reorganization. This requires that the target shareholders acquire a definite and substantial proprietary interest in the acquiring corporation. See Treas. Reg. (S) 1.368-1(b). The Internal Revenue Service's advance ruling guidelines provide that this requirement will be met if the former target shareholders receive stock or equity equal in value to 50% of the value of the formerly outstanding target stock. Rev. Proc. 77-37, 1977-2 C.B. 568. 3. A bona fide business purpose. Treas. Reg. (S)(S) 1.368-1(b), (c), -2(g); See Gregory v. Helvering, 293 U.S. 465 (1935). 4. A lack of overall plan of tax avoidance wherein such overall plan uses a corporate reorganization to disguise the real character of the transaction. In order for the transaction to qualify under (S) 368(a)(1)(A) by reason of the application of (S) 368(a)(2)(D), one corporation (the acquiring corporation) must acquire substantially all of the properties of another corporation (the acquired corporation), in a statutory merger, partly or entirely in exchange for stock of a corporation which is in control of the acquiring corporation (the controlling corporation), provided that (i) the transaction would have qualified under (S) 368(a)(1)(A) if the merger had been into the controlling corporation, and (ii) no stock of the acquiring corporation is used in the transaction. The foregoing test of whether the transaction would have qualified under (S) 368(a)(1)(A) if the merger had been into the controlling corporation means that the general requirements of a reorganization under (S) 368(a)(1)(A) (such as a business purpose, continuity of business enterprise, and continuity of interest) must be met in addition to the special requirements of (S) 368(a)(2)(D). Although no stock of the acquiring corporation can be used in the transaction, there is no prohibition (other than the continuity of interest requirement) against using other property, such as cash or securities, of either the acquiring corporation or the parent or both. Section 368(b) of the Code states that the term "a party to the reorganization" includes both corporations in the case of a reorganization resulting from the acquisition by one corporation of stock BANC ONE CORPORATION Page 10 October 5, 1995 or properties of another. Under (S) 368(b), "a party to a reorganization" includes the controlling corporation in cases where the stock of the corporation controlling the acquiring corporation is exchanged for the properties of the target corporation. For purposes of (S) 368, "control" is defined as "the ownership of stock possessing at least eighty percent (80%) of the total combined voting power of all classes of stock entitled to vote and at least eighty percent (80%) of the total number of shares of all other classes of stock of the corporation." (S) 368(c). B. Application of Law The present transaction meets all of the requirements for a reorganization under the Code. First, the Merger of PREMIER with and into PAC will constitute a statutory merger under applicable corporate law. Second, PAC will continue the historic business of PREMIER or use a significant portion of PREMIER's historic business assets in a business. Thus, the transaction meets the continuity of business enterprise requirement. Third, the parties have represented that there is no plan or intention by the shareholders of PREMIER to sell, exchange, or otherwise dispose of a number of shares of BANC ONE common stock received in the transaction that would reduce their ownership of BANC ONE common stock to a number of shares having a value, immediately prior to the EFFECTIVE TIME, of less than 50 percent of the total fair market value of PREMIER stock outstanding as of the same date. Thus, the transaction meets the continuity of interest requirement. Fourth, this transaction will strengthen PAC's ability to meet its customers' needs for a broader range of banking services and compete more effectively with similar banks in PREMIER's current geographical area. It will also enable BANC ONE to expand its existing customer base while keeping its costs constant due to the economies of scale to be achieved as a result of the transaction. Thus, a bona fide business purpose exists for this transaction. Fifth, there appears to be no overall plan of tax avoidance wherein a corporate reorganization is being used to disguise the real character of the transaction. This requirement is satisfied because the transaction does not appear to be one of a series of planned transactions which would, if collapsed into a single transaction, in substance be a taxable transaction. Finally, in addition to the general requirements of a reorganization under (S) 368(a)(1)(A), the Merger meets the special requirements of (S) 368(a)(2)(D) inasmuch as no stock of the acquiring corporation (PAC) is used in the transaction and substantially all of PREMIER's assets are acquired by PAC. BANC ONE CORPORATION Page 11 October 5, 1995 In conclusion, the statutory Merger of PREMIER with and into PAC in exchange for shares of BANC ONE common stock satisfies the requirements for a reorganization within the meaning of (S)(S) 368(a)(1)(A) and 368(a)(2)(D) of the Code. Furthermore, BANC ONE, PAC, and PREMIER will each qualify as a "party to the reorganization" as defined in (S) 368(b) of the Code. II. GAIN OR LOSS RECOGNITION BY BANC ONE, PAC, AND PREMIER ------------------------------------------------------ A. Statement of Law Section 361(a) of the Code provides that "[n]o gain or loss shall be recognized to a corporation if such corporation is a party to a reorganization and exchanges property, in pursuance of the plan of reorganization, solely for stock or securities in another corporation a party to the reorganization." Section 357(a) provides that if the taxpayer receives property that would be permitted to be received under (S) 361 without recognition of gain and, in addition, another party to the exchange assumes a liability of the taxpayer or acquires property subject to a liability, then such assumption or acquisition is not treated as "money or other property" and should not prevent the exchange from falling within the non-recognition provisions of (S) 361(a). Revenue Ruling 57-278, 1957-1 C.B. 124, concluded that no gain or loss is recognized to a controlling corporation or its subsidiary upon the acquisition by the subsidiary of substantially all of the target corporation's assets in exchange for the stock of the controlling corporation. Section 1032(a) of the Code provides that "[n]o gain or loss shall be recognized to a corporation on the receipt of money or other property in exchange for stock of such corporation." B. Application of Law PREMIER is a "party to the reorganization" as defined in Code (S) 368(b). Thus, under (S) 361(a), PREMIER recognizes no gain or loss upon the Merger with and into PAC solely in exchange for BANC ONE common stock. In addition, under (S) 357(a), the assumption by PAC of the liabilities of PREMIER will not be treated as "money or other property" and will not prevent the exchange from falling within the non-recognition provision of (S) 361(a). Neither BANC ONE nor PAC will recognize gain or loss upon the Merger of PREMIER with and into PAC in exchange for shares of BANC ONE common stock and the assumption by BANC ONE of PREMIER's liabilities. Code (S) 1032, and Rev. Rul. 57-278, 1957-1 C.B. 124. BANC ONE will not recognize any gain or loss upon the exchange of its common shares for the assets and liabilities of PREMIER. Code (S) 1032(a). BANC ONE CORPORATION Page 12 October 5, 1995 III. GAIN OR LOSS RECOGNITION BY SHAREHOLDERS OF PREMIER --------------------------------------------------- A. Statement of Law Section 354(a)(1) of the Code provides that "[n]o gain or loss shall be recognized if stock . . . in a corporation a party to a reorganization [is] . . . exchanged solely for stock or securities in such corporation or in another corporation a party to the reorganization." B. Application of Law Disregarding any cash received pursuant to the exercise of statutory dissenters' rights or fractional share interests, the shareholders of PREMIER will receive BANC ONE common stock solely in exchange for cancellation of their PREMIER common stock. Therefore, the exchange will be solely for stock in another corporation which is a party to the reorganization. As a result, no gain or loss will be recognized by the shareholders of PREMIER upon the Merger, ignoring the statutory dissenters' rights or fractional share interests. IV. FEDERAL INCOME TAX BASIS FOR SHAREHOLDERS OF PREMIER ---------------------------------------------------- A. Statement of Law In general, (S) 358(a)(1) provides that in the case of an exchange to which (S) 354 applies, "[t]he basis of the property permitted to be received under such section without the recognition of gain or loss shall be the same as that of the property exchanged." B. Application of Law Under (S) 358(a)(1), the aggregate basis of BANC ONE common stock to be received by the shareholders of PREMIER will be the same aggregate Federal income tax basis as the PREMIER common stock surrendered in the exchange therefor (reduced by any amount allocated to fractional share interests for which cash is received). V. FEDERAL INCOME TAX HOLDING PERIOD OF BANC ONE COMMON STOCK ---------------------------------------------------------- A. Statement of Law Section 1223(1) of the Code provides: In determining the period for which the taxpayer has held property received in an exchange, there shall be included the period for which he held the property exchanged BANC ONE CORPORATION Page 13 October 5, 1995 if, under this chapter, the property has, for the purpose of determining gain or loss from a sale or exchange, the same basis in whole or in part in his hands as the property exchanged, and, in the case of such exchanges after March 1, 1954, the property exchanged at the time of such exchange was a capital asset as defined in section 1221 or property described in section 1231. B. Application of Law The holding period of BANC ONE common stock to be received by the shareholders of PREMIER will include the period during which they held the shares of PREMIER common stock surrendered in the exchange therefor, provided that PREMIER common stock was held as a capital asset on the date of the exchange. Code (S) 1223(1). VI. REDEMPTION TREATMENT FOR CASH RECEIVED PURSUANT TO THE ------------------------------------------------------ EXERCISE OF DISSENTERS' RIGHTS BY PREMIER SHAREHOLDERS ------------------------------------------------------ A. Statement of Law Section 302(a) of the Code provides: If a corporation redeems its stock (within the meaning of section 317(b)), and if paragraph (1), (2), (3), or (4) of subsection (b) applies, such redemption shall be treated as a distribution in part or full payment in exchange for the stock. Section 302(b)(3) provides: Subsection (a) shall apply if the redemption is a complete redemption of all of the stock of the corporation owned by the shareholder. Section 317(b) of the Code provides: For purposes of this part, stock shall be treated as redeemed by a corporation if the corporation acquires its stock from a shareholder in exchange for property, whether or not the stock so acquired is canceled, retired, or held as treasury stock. B. Application of Law The shareholders who exercise their dissenters' rights will be treated as having received the cash as a distribution in redemption of their PREMIER common stock subject to the provisions and limitations of (S) 302 of the Code because they will have a complete termination of their interest in PREMIER. See Rev. Rul. 74- 515, 1974-2 C.B. 118. BANC ONE CORPORATION Page 14 October 5, 1995 VII. REDEMPTION TREATMENT FOR CASH RECEIVED IN LIEU OF FRACTIONAL SHARE ------------------------------------------------------------------ INTERESTS --------- A. Statement of Law In Rev. Rul. 66-365, 1966-2 C.B. 116, the Internal Revenue Service concluded that where cash payments are made to the shareholders of the target corporation in lieu of fractional share interests, those cash payments are treated as distributions followed by redemptions under (S) 302 of the Code. The Internal Revenue Service's advance ruling guidelines provide that: cash to be distributed to shareholders in lieu of fractional share interests arising in corporate reorganizations, stock splits, stock dividends, conversion of convertible stocks, and other similar transactions will be treated as having been received in part or full payment in exchange for the stock redeemed if the cash distribution is undertaken solely for the purpose of saving the corporation the expense and inconvenience of issuing and transferring fractional shares, and is not separately bargained-for consideration. Rev. Proc. 77-41, 1977-2 C.B. 574. Thus, if the redemption is not essentially equivalent to a dividend, each shareholder's redemption will be treated as a distribution in full payment in exchange for the shareholder's fractional share interest under (S) 302(a) of the Code. Rev. Proc. 77-41, 1977-2 C.B. 574. B. Application of Law In this case, the payment of cash in lieu of issuing fractional shares is solely for the purpose of avoiding the expense and inconvenience to BANC ONE of issuing fractional share interests and does not represent separately bargained-for consideration. These payments of cash will be treated as if the fractional share interests were distributed as part of the exchange and then redeemed by BANC ONE. The payments will be treated as having been received as a distribution in full payment in exchange for the stock redeemed as provided in (S) 302(a) of the Code, to the extent such payments are not essentially equivalent to a dividend. BANC ONE CORPORATION Page 15 October 5, 1995 OPINION - ------- Based upon the foregoing and taking into consideration the statements contained in the section marked "CAVEAT" below, it is our opinion that the transaction will produce the following Federal income tax consequences: 1. The transaction will be characterized as a statutory Merger of PREMIER with and into PAC solely in exchange for BANC ONE common stock and the assumption of all of the assets and liabilities of PREMIER by BANC ONE. 2. A tax-free reorganization will take place under (S)(S) 368(a)(1)(A) and 368(a)(2)(D) of the Code. 3. Except with respect to any cash payments received pursuant to the exercise of statutory dissenters' rights or for fractional share interests, no gain or loss will be recognized by BANC ONE, PAC, or PREMIER, or the shareholders of PREMIER. 4. The Federal income tax basis of the BANC ONE common stock (including fractional share interests to which the shareholders of PREMIER may be entitled) received by the shareholders of PREMIER will be the same as the Federal income tax basis of the PREMIER common stock surrendered in exchange therefor. 5. The holding period of the shares of BANC ONE common stock received by a shareholder of PREMIER will include the period for which the PREMIER common exchanged therefor was held, provided that the PREMIER common stock was held as a capital asset on the date of the exchange. 6. The shareholders who exercise their dissenters' rights will be treated as having received the cash as a distribution in redemption of their PREMIER common stock subject to the provisions and limitations of (S) 302 of the Code. 7. The payments of cash in lieu of fractional share interests will be treated as if the fractional shares were distributed as part of the exchange and then redeemed by BANC ONE, with the redemption being entitled to treatment as a distribution in full payment in exchange for the stock redeemed as provided in (S) 302(a) of the Code, to the extent such payments are not essentially equivalent to a dividend. BANC ONE CORPORATION Page 16 October 5, 1995 CAVEAT - ------ The foregoing opinion is directed solely towards those items set forth in the section of this opinion labeled "ISSUES;" therefore, no opinion is hereby expressed regarding any other Federal, state, local, or other tax issues or on any other matter not specifically mentioned therein. If any of the statements of facts, assumptions, or representations contained herein are subsequently determined to be incorrect in whole or in part such that they would have a material effect upon the tax treatment of the issues addressed herein, then no opinion is expressed as to the tax treatment of the proposed transaction. We hereby consent to the use and filing of this opinion as an exhibit to the registration statement filed on Form S-4 and to the reference to this opinion under the headings "Summary--Federal Income Tax Consequences" and "Merger-- Federal Income Tax Consequences" in the prospectus filed as part of the registration statement on Form S-4. Very truly yours, /s/ Coopers & Lybrand LLP EX-23.2 6 CONSENT OF COOPERS & LYB EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of BANC ONE CORPORATION on Form S-4 of our report, which includes an explanatory paragraph regarding the change in method of accounting for certain investment securities in 1994 and the change in method of accounting for income taxes and post-retirement benefits other than pensions in 1993, dated February 21, 1995, on our audits of the consolidated financial statements of BANC ONE CORPORATION as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992, included in BANC ONE CORPORATION's Annual Report on Form 10-K for the year ended December 31, 1994, as amended. We also consent to the reference to our firm under the caption "MISCELLANEOUS INFORMATION--Experts" in said Registration Statement. COOPERS & LYBRAND L.L.P. Columbus, Ohio October 5, 1995. EX-23.3 7 CONSENT OF KPMG PEAT MAR EXHIBIT 23.3 The Board of Directors Banc One Corporation We consent to incorporation by reference in the Registration Statement on Form S-4 of Banc One Corporation of our report dated January 30, 1995, relating to the consolidated balance sheets of Premier Bancorp, Inc. as of December 31, 1994 and 1993, and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1994, which report appears in the December 31, 1994 annual report on Form 10-K of Premier Bancorp, Inc. Our report refers to changes in Premier's method of accounting for securities and income taxes. We also consent to the reference to our firm under the caption "Experts" in said Registration Statement. /s/ KPMG Peat Marwick LLP Baton Rouge, Louisiana October 5, 1995 EX-23.5 8 CONSENT OF MERILL LYNCH EXHIBIT 23.5 Investment Banking Group World Financial Center North Tower New York, New York 10281-1325 212 449 1000 [LOGO of Merrill Lynch, Pierce, Fenner & Smith Incorporated] Consent ------- We hereby consent to the use of our opinion letter dated October 13, 1995 to the Board of Directors of Premier Bancorp, Inc. included as an Annex to the Premier Bancorp, Inc. Proxy Statement which forms a part of the Banc One Corporation Registration Statement on Form S-4 relating to the proposed merger of Premier, Bancorp, Inc., with and into a wholly owned subsidiary of Banc One Corporation and to the references to such opinion and to our firm in such Proxy Statement. In giving such consent, we do not admit and we hereby disclaim that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term "experts" as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By /s/ Richard N. Doyle Richard N. Doyle Director-Investment Banking October 4, 1995 EX-99.1 9 FORM OF PROXY EXHIBIT 99.1 [front of proxy card] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS P R O X Y The undersigned hereby constitutes and appoints M. Stewart Dougherty, Jr. and Robert S. Greer, or either of them, proxies for the undersigned, with full power of substitution, to represent the undersigned and to vote all of the shares of common stock of Premier Bancorp, Inc. ("PREMIER") that the undersigned is entitled to vote at the special meeting of shareholders of PREMIER to be held on November 17, 1995 and at any and all adjournments thereof. 1. A proposal to approve an Agreement and Plan of Merger between PREMIER, BANC ONE CORPORATION ("BANC ONE") and PREMIER ACQUISITION CORPORATION, a wholly owned subsidiary of BANC ONE ("PAC"), pursuant to which PREMIER will merge with and into PAC and each outstanding share of PREMIER common stock (together with any and all PREMIER common stock purchase rights issued under the PREMIER rights plan) will be converted into 0.617761 share of BANC ONE Common Stock. FOR ____ AGAINST ____ ABSTAIN ____ 2. Such other business as may properly come before the meeting or any adjournment thereof. [reverse of proxy card] This proxy will be voted as specified. IF NO SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL NO. 1 AND IN THE BEST JUDGMENT OF THE PROXY HOLDERS ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. _____________________________ Signature _____________________________ Signature (if held jointly) _____________________________ NAME: PLEASE PRINT DATE:_______________________ Please sign exactly as name appears hereon. When signing as executor, administrator, attorney, trustee, guardian, etc., give full title as such. For joint accounts, each joint owner must sign. -----END PRIVACY-ENHANCED MESSAGE-----