ITEM 1 BUSINESS
BANC ONE CORPORATION ("Registrant" or "BANC ONE") became an Ohio chartered bank holding company in 1989 and was a Delaware chartered holding company from 1968 to 1989. For a description of the Business of BANC ONE refer to "Corporate Profile" on the inside front cover of BANC ONE's 1993 Annual Report to Shareholders "Market Presence by State" and "Other Affiliates" and Note 2, "Affiliations and Pending Affiliations," on pages 20-21 and 29-30 and 80 of the 1993 Annual Report to Shareholders, which are expressly incorporated herein by reference.
COMPETITION
Active competition exists in all principal areas in which BANC ONE or one or more of its subsidiaries is presently engaged, not only with respect to commercial banks, but also with savings and loan associations, credit unions, finance companies, mortgage companies, leasing companies, insurance companies, money market mutual funds and brokerage houses together with other domestic and foreign financial and non-financial institutions such as General Electric, General Motors and Ford.
EMPLOYEES
As of December 31, 1993 BANC ONE and its consolidated subsidiaries had approximately 45,300 full-time equivalent employees.
ITEM 2
ITEM 2 PROPERTIES
BANC ONE leases its principal offices in Columbus, Ohio under several long-term leases expiring at dates ranging from 1994 through 2022. As of December 31, 1993 BANC ONE's affiliate banks had 1,331 banking offices located in Arizona, California, Colorado, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. BANC ONE and its subsidiaries own or lease various office space, computer centers and warehouses. For additional information see Note 16, "Leases" on page 44 and Note 6, "Bank Premises and Equipment," on page 36 of the 1993 Annual Report to Shareholders, which are expressly incorporated herein by reference.
ITEM 3
ITEM 3 LEGAL PROCEEDINGS
In October 1993, a purported class-action lawsuit was filed against Bank One, Columbus, NA (Columbus), H & R Block, Inc. and other financial institutions in the United States District Court for the Northern District of Alabama, Western Division. This lawsuit, among other things, alleges that Columbus assessed usurious and unconscionable interest rates in connection with its income tax refund anticipation loan program. This lawsuit is brought on behalf of a purported class of individuals who, during the past six years, had their taxes prepared by H & R Block Inc., and received refund anticipation loans from Columbus or the other unrelated co-defendant financial institutions. This lawsuit seeks various forms of relief including injunctive relief, unspecified compensatory and punitive damages and attorneys' fees. Columbus has denied any liability. Management believes that an adverse decision in this case would not be material to BANC ONE's consolidated financial position.
The dismissal of a purported class action lawsuit against Columbus by the Court of Common Pleas of Philadelphia County, Pennsylvania is on appeal to the Pennsylvania Superior Court. This case was one of many class action lawsuits brought against credit card issuing banks challenging whether such banks can impose various types of fees allowed by the state where they are located on cardholders residing in other states that allegedly limit or prohibit such fees. Even if this lawsuit were ultimately decided adversely to Columbus, management believes that such determination would not be material to BANC ONE's consolidated financial position. There can be no assurance that bank affiliates of BANC ONE will not be named as defendants in future similar lawsuits.
Substantial damages have been awarded by courts against BANC ONE subsidiaries in two other unrelated cases. In October 1993, the Federal District Court for the Southern District of New York entered a judgment for approximately $27 million against Bank One, Arizona, NA (formerly Valley National Bank) based upon alleged violations by Valley National Bank of the Employee Retirement Income Security Act of 1974. BANC ONE was aware of this case prior to its acquisition of Valley National Bank. In November 1993, the Probate Court of Dallas County, Texas entered a judgment of approximately $26 million against Bank One, Texas, NA (Texas) based on an alleged breach of fiduciary duties associated with the handling of a personal trust. Those judgments, which are being appealed, even if upheld will not have a material adverse effect on BANC ONE's consolidated financial position.
Except as stated above neither BANC ONE nor any of its subsidiaries is involved in any material legal proceedings outside the normal course of its business. Similarly, no property owned by any said entities is the subject of any material legal proceeding.
ITEM 4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter 1993 no matters were submitted to a vote by security holders.
PART II
ITEM 5
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
See "Financial Highlights" and "Stock Listing" on page 21, "Consolidated Quarterly Financial Data" on pages 60 and 61, Notes 10, 11, 12, and 19 on pages 38, 39 and 48, "Five Year Performance Summary" on page 53 and "Ten Year Performance Summary" on pages 54 and 55 of the 1993 Annual Report to Shareholders, which are expressly incorporated herein by reference.
ITEM 6
ITEM 6 SELECTED FINANCIAL DATA
See "Five Year Performance Summary" and "Ten Year Performance Summary" on pages 53 through 55 and Note 2 of "Notes to Financial Statements" on pages 29 through 30 of the 1993 Annual Report to Shareholders, which are expressly incorporated herein by reference.
ITEM 7
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
See "Management's Discussion and Analysis" on pages 63 through 79, "Five Year Summary-Average Balances, Income and Expense, Yields and Rates" on pages 56 and 57, "Rate-Volume Analysis" on page 62, "Reserve for Loan and Lease Losses" on page 58, "Loan and Lease Analysis" on page 59 and "Consolidated Quarterly Financial Data" on pages 60 and 61 of the 1993 Annual Report to Shareholders, which are expressly incorporated herein by reference.
ITEM 8
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See "Consolidated Financial Statements" on pages 22 through 52, and "Consolidated Quarterly Financial Data" on pages 60 and 61 of the 1993 Annual Report to Shareholders, which are expressly incorporated herein by reference.
ITEM 9
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Registrant has had no disagreement on accounting and financial disclosure matters and has not changed accountants during the two year period ending December 31, 1993.
PART III
ITEM 10
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and executive officers of the Registrant include those persons enumerated under "Election of Directors" and "Directors Fees and Compensation" in the Definitive Proxy Statement for the BANC ONE CORPORATION Annual Meeting to be held April 19, 1994, these portions of which are expressly incorporated herein by reference. Executive officers as of March 1, 1994 are set forth below. Unless otherwise designated, they are officers of Banc One Corporation: Others hold the positions indicated in wholly owned subsidiaries.
All market transactions in BANC ONE's securities by its Directors and Executive Officers during 1993 were reported promptly and correctly under the Securities and Exchange Commission's rules relating to the reporting of securities transactions by directors and officers, with the exception of the reports noted in "Certain Reports" in the Definitive Proxy Statement for the BANC ONE CORPORATION Annual Meeting to be held April 19, 1994, those portions of which are expressly incorporated herein by reference.
ITEM 11
ITEM 11 EXECUTIVE COMPENSATION
See "Election of Directors", "Directors Fees and Compensation" and the following sections of "Executive Compensation" (Summary Annual Compensation, 1989 Stock Incentive Plan and Retirement Benefits on pages 8-11 and 13-14) in the Definitive Proxy Statement for the BANC ONE CORPORATION Annual Meeting to be held April 19, 1994, these portions of which are expressly incorporated herein by reference.
ITEM 12
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See "Election of Directors" and "Ownership of Shares" in the Definitive Proxy Statement for the BANC ONE CORPORATION Annual Meeting to be held April 19, 1994, these portions of which are expressly incorporated herein by reference.
ITEM 13
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Transactions with Management and Owners" in the Definitive Proxy Statement for the BANC ONE CORPORATION Annual Meeting to be held April 19, 1994, this portion of which is expressly incorporated herein by reference, and Note 20 "Related Party Transactions" included in the 1993 Annual Report to shareholders, which is expressly incorporated herein by reference.
PART IV
ITEM 14
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
BANC ONE CORPORATION and Subsidiaries
No schedules are included because they are not required, not applicable, or the required information is contained elsewhere.
Report on Form 8K filed November 9, 1993 announcing the acquisition of Liberty National Bancorp, Inc., and other pending acquisitions. (June 30, 1993 financial information)
Report on Form 8K filed November 16, 1993 announcing a purported class-action lawsuit alleging that the Bank assessed usurious and unconscionable interest rates in connection with its refund anticipation loan progam.
Report on Form 8K filed November 24, 1993 announcing the acquisition of Liberty National Bancorp, Inc., and other pending acquisitions. (September 30, 1993 financial information)
INDEX TO EXHIBITS
There are no agreements with respect to long-term debt of the Registrant to authorize securities in an amount which exceeds 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of any agreement with respect to long-term debt of the Registrant to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BANC ONE CORPORATION
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.