-----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, OFBHH2ZdBTXRNlkU4cTm8x9yf7YdpL/WahH7JGKejeqBakPZXpNJMJTVZduaxR2y kK0QX43y9dL9nFFJnTxfFg== 0000950152-97-004157.txt : 19970523 0000950152-97-004157.hdr.sgml : 19970523 ACCESSION NUMBER: 0000950152-97-004157 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970522 EFFECTIVENESS DATE: 19970522 SROS: NONE 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27631 FILM NUMBER: 97613031 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-8 1 BANC ONE CORPORATION S-8 1 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANC ONE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 31-0738296 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 100 East Broad Street, Columbus, Ohio 43271 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) BANC ONE CORPORATION 1995 Stock Incentive Plan ---------------------------------------------- (Full title of the plan) Steven Alan Bennett Senior Vice President and General Counsel BANC ONE CORPORATION Department OH1-0158 100 East Broad Street, Columbus, Ohio 43271-0158 ------------------------------------------------ (Name and address of agent for service) 614/248-7590 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) With Copies to: Kenneth L. Wagner, Esq. BANC ONE CORPORATION Department OH1-0158 100 East Broad Street Columbus, Ohio 43271-0158 614-248-5304 2
Calculation of Registration Fee ============================================================================================= Proposed Proposed maximum maximum Amount offering aggregate Amount of Title of securities to be price offering registration to be registered registered(1) per share(2) price fee(2) - --------------------------------------------------------------------------------------------- Common Stock 15,000,000 $42.00 $630,000,000 $190,910 =============================================================================================
(1) Plus such indeterminate number of shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933. (2) Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, the proposed maximum offering price per share and the registration fee are based on the reported average of the high and low trade prices of the Common Stock on the New York Stock Exchange on May 16, 1997. -------------- Exhibit Index on page II-4. 3 STATEMENT UNDER GENERAL INSTRUCTION E This Registration Statement on Form S-8 relates to 15,000,000 shares of the common stock, no par value ($5 stated value), of the Registrant ("Common Stock") representing additional shares of Common Stock authorized for issuance under the BANC ONE CORPORATION 1995 Stock Incentive Plan (the "1995 Plan"). Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference the contents of its earlier Registration Statement on Form S-8 (File No. 33-58923) relating to the 1995 Plan, except for the Items set forth below. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. The following documents previously filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: 1. The Registrant's Annual Report on Form 10-K for the year ended December 31, 1996 (as amended by the Form 10-K/A filed March 21, 1997). 2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997. 3. The Registrant's Current Reports on Form 8-K filed January 28, 1997, January 29, 1997, April 17, 1997 and April 24, 1997. 4. The description of the Common Stock contained in the Registrant's Registration Statement filed pursuant to Section 12 of the Exchange Act on Form 8-B on May 1, 1989, including any amendment or report filed for the purpose of updating such description. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 5. Interests of Named Experts and Counsel. The validity of the Common Stock to be issued pursuant to the 1995 Plan will be passed upon by Steven Alan Bennett, Senior Vice President and General Counsel of the Registrant. Mr. Bennett owns a number of shares of Common Stock and holds options to purchase additional shares of Common Stock. ITEM 8. Exhibits. See the Exhibit Index attached hereto. II-1 4 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 May 22, 1997. BANC ONE CORPORATION By: /s/ Steven Alan Bennett ---------------------------- Steven Alan Bennett Senior Vice President and General Counsel POWER OF ATTORNEY We, the undersigned officers and directors of BANC ONE CORPORATION, hereby severally constitute and appoint Steven Alan Bennett, William P. Boardman, Bobby L. Doxey, Richard D. Lodge 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 statements 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 May 22, 1997 - ------------------------------- (Principal Executive John B. McCoy Officer & Director) /s/ Richard J. Lehmann President and Director May 22, 1997 - ------------------------------ Richard J. Lehmann
II-2 5
Signature Title Date --------- ----- ---- /s/ Michael J. McMennamin Executive Vice President May 22, 1997 - ------------------------------- (Principal Financial Michael J. McMennamin Officer) /s/ Bobby L. Doxey Controller (Principal May 22, 1997 - ------------------------------- Accounting Officer) Bobby L. Doxey /s/ Bennett Dorrance Director May 22, 1997 - ------------------------------- Bennett Dorrance /s/ Charles E. Exley, Jr. Director May 22, 1997 - ------------------------------- Charles E. Exley, Jr. /s/ E. Gordon Gee Director May 22, 1997 - ------------------------------- E. Gordon Gee /s/ John R. Hall Director May 22, 1997 - ------------------------------- John R. Hall /s/ Laban P. Jackson, Jr. Director May 22, 1997 - ------------------------------- Laban P. Jackson, Jr. /s/ John W. Kessler Director May 22, 1997 - ------------------------------- John W. Kessler /s/ John G. McCoy Director May 22, 1997 - ------------------------------- John G. McCoy /s/ Thekla R. Shackelford Director May 22, 1997 - ------------------------------- Thekla R. Shackelford /s/ Alex Shumate Director May 22, 1997 - ------------------------------- Alex Shumate /s/ Frederick P. Stratton, Jr. Director May 22, 1997 - ------------------------------- Frederick P. Stratton, Jr. /s/ Robert D. Walter Director May 22, 1997 - ------------------------------- Robert D. Walter
II-3 6 EXHIBIT INDEX FORM S-8 REGISTRATION STATEMENT BANC ONE CORPORATION 1995 Stock Incentive Plan
Exhibit No. Description of Exhibit Sequential Page No. - ------------ --------------------------------- ------------------- 4 Amended Articles of Incorporation of the Registrant (incorporated by reference from Exhibit 3-1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991). 5 Opinion of Steven Alan Bennett, Esq., Senior Vice President and General Counsel of the Registrant, regarding the legality of the securities being offered, including consent. 23.1 Consent of Steven Alan Bennett, Esq., Senior Vice President and General Counsel of the Registrant (included in Exhibit 5 attached hereto). 23.2 Consent of Coopers & Lybrand L.L.P. 24 Powers of Attorney (included elsewhere in Part II of this Registration Statement).
II-4 EX-5 2 EXHIBIT 5 1 May 22, 1997 To: The Board of Directors of BANC ONE CORPORATION I have acted as counsel to BANC ONE CORPORATION, an Ohio corporation ("BANC ONE"), in connection with the preparation and filing of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"), relating to the registration of 15,000,000 shares of common stock, no par value ($5 stated value), of BANC ONE (the "Shares"). The Shares may be issued pursuant to the BANC ONE CORPORATION 1995 Stock Incentive Plan (the "1995 Plan"). In rendering this opinion, I have examined or caused to be examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments and have made such other and further investigations as I have deemed necessary or appropriate for the purposes of this opinion 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 the Shares which may be issued by BANC ONE pursuant to the 1995 Plan, when issued and paid for in accordance with the terms of the 1995 Plan and the applicable Award Agreement (as defined in the 1995 Plan), will be duly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement on Form S-8. In giving this consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Act or the General Rules and Regulations thereunder. Very truly yours, /s/ Steven Alan Bennett - ------------------------------ Steven Alan Bennett Senior Vice President and General Counsel II-5 EX-23.2 3 EXHIBIT 23.2 1 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-8 of our report dated February 21, 1997 on our audits of the consolidated financial statements of BANC ONE CORPORATION as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995, and 1994, incorporated by reference in BANC ONE CORPORATION's Annual Report on Form 10-K for the year ended December 31, 1996, as amended by Form 10-K/A filed on March 21, 1997. /s/ Coopers & Lybrand L.L.P. ------------------------------ COOPERS & LYBRAND L.L.P. Columbus, Ohio May 22, 1997 -----END PRIVACY-ENHANCED MESSAGE-----