-----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, M9Iy1+dRE5em118VTwQBG84fGsag8Rr2Dt2cInrlYU51nUProNtXujCUaOS6dVRK DiwV09vRUTx5dszmXCuagg== 0000950152-98-007539.txt : 19980914 0000950152-98-007539.hdr.sgml : 19980914 ACCESSION NUMBER: 0000950152-98-007539 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980908 ITEM INFORMATION: FILED AS OF DATE: 19980911 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: 98708187 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 CURRENT REPORT FORM 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): September 8, 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 5. OTHER EVENTS On September 8, 1998, BANC ONE CORPORATION ("BANC ONE") and First Chicago NBD Corporation ("First Chicago NBD") jointly issued a press release announcing the proposed sale of offices of First Chicago NBD's affiliate, NBD Bank, in Indiana to Union Planters Corporation, largely to satisfy antitrust concerns associated with the pending merger of BANC ONE and First Chicago NBD. A copy of such press release is filed herein as Exhibit 99.1 and incorporated by reference herein. Also on September 8, 1998, BANC ONE and First Chicago NBD jointly issued a press release announcing matters related to their merger integration process. A copy of such press release is filed herein as Exhibit 99.2 and incorporated by reference herein. 2 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: September 11, 1998 By: /s/ Steven A. Bennett --------------------- Steven A. Bennett Senior Vice President 3 EX-99.1 2 EXHIBIT 99.1 1 Exhibit 99.1 [BANC ONE LETTERHEAD] NEWS RELEASE FOR RELEASE: September 8, 1998 FIRST CHICAGO NBD, BANC ONE TO SELL 51 NBD BRANCHES IN INDIANA, $1.8 BILLION IN DEPOSITS TO UNION PLANTERS -------------- CHICAGO and MEMPHIS, Sept. 8, 1998 - First Chicago NBD Corporation, BANC ONE CORPORATION and Union Planters Corporation announced today that Union Planters will acquire 51 NBD Bank branches and associated deposits and loans in Indiana. The sale was initiated to satisfy anti-trust regulations and includes the divestiture approved today by the U.S. Department of Justice. The proposed merger of BANC ONE and First Chicago NBD, announced April 13, 1998, is pending regulatory and shareholder approval. Union Planters will purchase the assets and liabilities of certain NBD branches in the following banking markets: Indianapolis, 27 branches representing $960 million in deposits, Lafayette, 11 branches representing $435 million in deposits, Bloomington/Bedford, 4 branches representing $130 million in deposits, Southeastern Indiana, 4 branches representing $145 million in deposits, Marion, 3 branches representing $115 million in deposits, and Kokomo, 2 branches representing $25 million in deposits. In addition to the $1.8 billion in deposits and 51 branches, the acquisition will bring Union Planters approximately $200 million in consumer loans and $625 million in commercial loans along with their associated services. Union Planters will pay a premium of approximately $294 million for the deposits and loans, with the exact amount being determined by deposit levels at closing. The sale is expected to be completed in the first quarter of 1999, subject to approval by appropriate regulatory authorities and the completion of the merger of First Chicago NBD and BANC ONE. Union Planters has committed to retain all the NBD employees currently employed at the 51 affected branches. 4 2 "This purchase gives us a strong position in the vibrant Indianapolis market and throughout Indiana," said Jackson W. Moore, president and chief operating officer of Union Planters. "We will welcome the NBD customers and employees, and will work diligently to serve them in the years ahead. This acquisition fits strategically with our recent affiliation of AMBANC, a $750 million franchise headquartered in Vincennes, Indiana." Founded in 1869, Union Planters is headquartered in Memphis, Tenn., and is doing business in 12 states with 800 offices and assets of approximately $30 billion. First Chicago NBD Chairman Verne G. Istock stressed that affected NBD customers should continue to bank as usual. "We will work closely with Union Planters to communicate quickly and thoroughly with customers to ensure a smooth transition," he said. "We will inform customers of all changes well before the customers are affected." NBD will retain the rest of its current business in these markets, converting its accounts and facilities to Bank One branches later in 1999. Bank One will have the largest market share among consumers and businesses in both Indianapolis and Indiana. The new BANK ONE CORPORATION, which will have assets of more than $230 billion, will have the largest market share among consumers in eight states and among businesses in the Midwest. The merger is expected to be completed early in the fourth quarter. ### 5 EX-99.2 3 EXHIBIT 99.2 1 Exhibit 99.2 [BANC ONE LETTERHEAD] NEWS RELEASE BANC ONE, FIRST CHICAGO NBD ANNOUNCE KEY INTEGRATION DECISIONS CHICAGO and COLUMBUS, Sept. 8, 1998 -- BANC ONE CORPORATION and First Chicago NBD Corporation announced that the first phase of their merger integration process has been completed, and that a series of critical decisions has been finalized. Shareholders of both companies will meet on September 15 to approve the merger. Pending all necessary approvals, the merger is expected to close early in the fourth quarter. The new company will be called BANK ONE CORPORATION. BANK ONE will be organized around five national lines of business that have each determined their ongoing organizations and operating platforms: CREDIT CARD - delivering value principally through the First USA and First Card brand names. COMMERCIAL - serving middle market and large corporate customers through a variety of banking products (risk management, corporate finance, treasury management, leasing and asset-based lending); also includes commercial real estate and private banking. RETAIL - providing banking services to consumers and small businesses through a variety of delivery channels. INVESTMENT MANAGEMENT - managing mutual funds, institutional investments and insurance needs. FINANCE ONE - providing consumer finance products, mortgage lending and indirect lending services. Each of these businesses is structured to support a customer focus nationally and in all individual geographic markets served by BANK ONE. In addition, the capital investment portfolio will be a significant contributor to the Corporation's earnings. Top-level managers have been appointed in all lines of business and staff units, a total of more than 200 senior managerial positions. 6 2 Major technology platforms and related systems applications for the new company have been chosen and resources have been dedicated to implement them quickly. Both companies continue to make rapid progress in their Year 2000 programs. Arthur Andersen, LLP has been selected as the auditing firm for the new Corporation. "We are ready to hit the ground running, as shown by the number of organizational, personnel and systems decisions," said BANC ONE Chairman John McCoy. "The new BANK ONE will be a customer-focused, strong, national competitor with excellent growth prospects." McCoy will be President and CEO of the new Corporation. "The lessons learned in our many prior mergers are leading us to a faster and smoother consolidation of our two companies," said First Chicago NBD Chairman Verne Istock, who will become Chairman of BANK ONE. Reporting to McCoy will be Richard Lehmann and David Vitale, both vice chairmen, and: Marvin Adams, chief information officer David Meuse, merchant banking Robert Rosholt, chief financial officer Reporting to Istock will be: William Boardman, mergers and acquisitions Gerald Buldak, public affairs Sherman Goldberg, general counsel Thomas Hoaglin, operations Timothy Moen, human resources Robert O'Neill, chief auditor Richard Wade, risk management Reporting to Lehmann will be: Kenneth Stevens, retail Richard Vague, credit card Donald Winkler, Finance One Ralph Mueller, consumer credit policy review Reporting to Vitale in commercial banking will be: W. G. Jurgensen, commercial banking products Susan Moody, commercial banking market segments Ronald Steinhart, commercial real estate and private banking Judith Feldman, finance and merger integration 7 3 Paul Hennessy, credit Also reporting to Vitale will be: David Kundert, investment management group Geoff Stringer, capital investments and tax-oriented products As previously announced, Thomas Hoaglin and Philip Jones will serve as merger integration executives, reporting to McCoy and Istock. Terry Wise has been appointed integration director. The following assignments are senior managers in key lines of business and some staff functions. RETAIL GROUP. Reporting to Stevens will be: Ron Baldwin, retail delivery Ed Depenbrok, finance Jeff Gaia, business banking Brad Iversen, marketing Bruce Luecke, interactive delivery Saundra Schrock, consumer lending John Skubik, electronic delivery Patricia Shafer, communication Sue Zumpone, merger integration CREDIT CARD. Reporting to Vague or Randy Christofferson, President of First USA, will be: Don Gibbins, operations Bruce Gooden, First Card marketing George Hubley, finance Gary Marino, credit and First USA marketing Kevin Murphy, customer support Bruce Nyberg, product management and development Jim Stewart, partnership marketing Catherine West, customer service FINANCE ONE GROUP. Reporting to Winkler will be: Steve Alonso, consumer division Dale Peters, administration Ed Tinsley, indirect financial services division COMMERCIAL BANKING. Reporting to Jurgensen will be: Rick Ballantine, equipment leasing 8 4 Gerald Byrne, corporate securities Michael Hansen, operations Robert Patterson, corporate finance Barry Sabloff, international Thomas Watts, asset-based lending Dirk Vos, treasury management Reporting to Moody will be: David Bolger, Middle Market customers in Illinois, Indiana and Wisconsin Lynn Dillon, Corporate customers on the East coast Ty Miller, Corporate and Middle Market customers in Louisiana, Oklahoma and Texas Nick Preda, Corporate customers in the Midwest Walter Watkins, Middle Market customers in Kentucky, Michigan, Ohio and West Virginia Mike Welborn, Corporate and Middle Market customers in Arizona, California, Colorado and Utah. Al Chircop, financial services industries Larry Helm, energy and utilities Jackie Hurlbutt, specialized industries INVESTMENT MANAGEMENT. Reporting to Kundert will be: Peter Atwater, portfolio management Steve Baine, private client group Scott Bates, institutional investment Mark Beeson, mutual funds Don Kimble, finance Jane Klivans, marketing James McCord, operations group Glenn Milesko, insurance SYSTEMS. Reporting to Adams will be: Bruce Baude, strategy/demand capacity management; Ralph Bierdeman, integration/conversion services; Marty Bronstein, commercial banking; Jeff Chittenden and John Totten, credit card; Ty Davenport, risk management; Bill Farrow and Rick Carlson, Hogan customer information and demand deposit systems; Bob Irwin, investment management; Mike Keller, business and partner management; Judy Martin-Mitchell, corporate administrative services; Susan Miller and Pen Hollist, Year 2000; Bill Sheley, retail; Mark Torkos, solutions delivery; David Webb, Finance One, and Roger Zauel, infrastructure and operations management. OPERATIONS. Reporting to Hoaglin will be: Neil Williams, national enterprise operations; and Walt Berger and Don Freiert, who will co-manage corporate real estate services. 9 5 AUDIT. Reporting to O'Neill will be: Mark Bagnoli, commercial banking; Steve Burgher, credit card and staff functions; Jan Crouse, professional practices; Neil Gant, operations, cash management and merger integration; Ed Karasek, investment management; Ed Robertson, retail, and Kevin Smith, information technology and corporate security. FINANCE. Reporting to Rosholt will be: Craig Coit, Bobby Doxey, and Eric Harris, financial systems; Jay Gould, investor relations; Eileen Kennedy, treasury; Norma Lauder, tax; Colleen Mulligan, management reporting and planning; Dalip Raheja, strategic initiatives, and William Roberts, financial accounting and reporting. HUMAN RESOURCES. Reporting to Moen will be: Dan Barr, credit card; Patricia Braun, commercial banking; Jeremy Farmer, staff support services; Mike Leske, retail; Fred Mateer, Finance One; Kathy O'Doherty, staffing and development; Jody O'Leary, employee relations, and Ira Walter, compensation and benefits. LAW. Reporting to Goldberg will be: James Foorman, Perry Moore and Ken Sperl, all deputy general counsels. RISK MANAGEMENT. Reporting to Wade will be: Garrett Glass, market risk policy and review; Mike Lindberg, risk management technology; Elaine Malley-Snider, financial services policy and review; Sarah McClelland, commercial group credit policy; Don Sadlowski, credit review; Doug Steltz, portfolio analysis and review, and Britt Swofford, international and country risk policy. SYSTEMS DECISIONS. Systems and operating platforms for the new BANK ONE were chosen to provide the best leverage and capabilities for serving the Corporation's growing customer base. For the most part, the preferred systems are already operational in either BANC ONE or First Chicago NBD. Conversion schedules have been established to implement these systems corporate-wide as quickly as possible. The Corporation's goal is to be integrated on common platforms during 2000. The key systems decisions are listed below: Hogan systems will process demand deposits and time deposits. Conversion of commercial banking customers will begin in the fall. The commercial loan systems will be LS-2 for large corporate loans and AFSIII for middle market loans. The Credit Card line of business will continue its strong partnership with First Data Resources. The First Infinity system, co-developed by First Chicago NBD and Hogan, will also support cardholder accounts within this operating environment. 10 6 The Trust system for the combined organization will be SEI. Mortgage Custody will use the WINCMSS system. SAP will be the financial management and reporting system, including general ledger, accounts payable, procurement and management accounting. The new BANK ONE is positioned to operate as one company the day after the merger closes. It ill be a leading player in all of its businesses and markets. "Our objective is to manage this exceptional franchise to achieve top-tier returns for our shareholders," said McCoy. "With all of these important integration decisions made, we are well on our way." ### 11 -----END PRIVACY-ENHANCED MESSAGE-----