-----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, KEnacOEussblb3NB6J041PPho6AmFLzsUZsFF9DSCbVtMc3/SNZ7Vm5KO49c1Zz2 fCwPqOWjm55FH4P+gMKt1Q== 0000950152-98-006169.txt : 19980727 0000950152-98-006169.hdr.sgml : 19980727 ACCESSION NUMBER: 0000950152-98-006169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980721 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980724 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: 8-K SEC ACT: SEC FILE NUMBER: 001-08552 FILM NUMBER: 98671161 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 8-K 1 BANC ONE CORPORATION 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 21, 1998 BANC ONE CORPORATION (Exact Name of Registrant as Specified in Charter) Ohio (State or Other Jurisdiction of Incorporation) 1-8552 31-0738296 (Commission File Number) (IRS Employer Identification No.) 100 East Broad Street, Columbus, Ohio 43271 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (614) 248-5944 N/A (Former Name or Former Address, If Changed Since Last Report) 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Banc One Corporation ("Banc One") and First Chicago NBD Corporation ("FCNBD") announced plans to merge on April 13, 1998. Banc One has historically engaged Coopers & Lybrand LLP, now PricewaterhouseCoopers LLP ("PwC") as its certifying accountant while FCNBD has historically engaged Arthur Andersen LLP ("AA"). The combination is structured as a merger of equals and decisions are being made relative to geographic location, business structure, products and employees in ways that do not favor either of the merging entities. Accordingly, a process was established to select between PwC and AA as the certifying accountant for the merged entity. Selection of AA as the certifying accountant was recommended to the Banc One Audit Committee on July 20, 1998. The Banc One Audit Committee approved the selection and so reported to the Banc One Board of Directors on July 21, 1998. The reports of PwC on the financial statements of Banc One for the past two fiscal years contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with its audits for the two most recent fiscal years and through July 21, 1998, there have been no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused them to make reference thereto in their reports on the financial statements for such years. Banc One has requested that PwC furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated July 24, 1998, is filed as Exhibit 16.1 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Description - -------------- ----------- 16.1 A letter from PwC addressed to the Commission stating their agreement with the comments noted in Item 4. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BANC ONE CORPORATION (Registrant) Date: July 24, 1998 By: /s/ William C. Leiter ----------------------- William C. Leiter Senior Vice President EX-16.1 2 EXHIBIT 16.1 1 Exhibit 16.1 [PRICEWATERHOUSECOOPERS LOGO] PRICEWATERHOUSECOOPERS LLP 100 East Broad Street Suite 2100 Columbus OH 43215-3671 Telephone (614) 225 8700 July 24, 1998 Facsimile (614) 224 1044 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by BANC ONE CORPORATION (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of July 1998. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Banc One Corporation ("Banc One") and First Chicago NBD Corporation ("FCNBD") announced plans to merge on April 13, 1998. Banc One has historically engaged Coopers & Lybrand LLP, now PricewaterhouseCoopers LLP ("PwC") as its certifying accountant while FCNBD has historically engaged Arthur Andersen LLP ("AA"). The combination is structured as a merger of equals and decisions are being made relative to geographic location, business structure, products and employees in ways that do not favor either of the merging entities. Accordingly, a process was established to select between PwC and AA as the certifying accountant for the merged entity. Selection of AA as the certifying accountant was recommended to the Banc One Audit Committee on July 20, 1998. The Banc One Audit Committee approved the selection and so reported to the Banc One Board of Directors on July 21, 1998. The reports of PwC on the financial statements of Banc One for the past two fiscal years contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with its audits for the two most recent fiscal years and through July 21, 1998, there have been no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused them to make reference thereto in their reports on the financial statements for such years. Banc One has requested that PwC furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated July 24, 1998, is filed as Exhibit 16.1 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Description - -------------- ----------- 16.1 A letter from PwC addressed to the Commission stating their agreement with the comments noted in Item 4. -----END PRIVACY-ENHANCED MESSAGE-----