Filed Pursuant to Rule 424(b)(5)
Registration No. 333-38756
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 28, 2000)
$750,000,000
BANK ONE CORPORATION
5.90% Subordinated Notes Due 2011
------------
The Notes will bear interest at the rate of 5.90% per year. Interest on the
Notes is payable on May 15 and November 15 of each year, beginning on May 15,
2002. The Notes will mature on November 15, 2011. BANK ONE will not have the
right to redeem the Notes before their scheduled maturity unless certain events
occur involving U.S. taxation.
The Notes will be unsecured and will be subordinate to senior indebtedness
and general obligations of BANK ONE. Payment of principal of the Notes may be
accelerated only in the case of bankruptcy or reorganization of BANK ONE. There
is no right of acceleration in the case of a default in the payment of interest
on the Notes or in the performance of any other covenant of BANK ONE.
Application will be made to list the Notes on the Luxembourg Stock Exchange.
------------
The United States Securities and Exchange Commission, state securities
regulators, the Luxembourg Stock Exchange or any foreign governmental agencies
have not approved or disapproved these Notes, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
------------
Per
Note Total
------- ------------
Public Offering Price...................................... 99.399% $745,492,500
Underwriting Discount...................................... 0.450% $ 3,375,000
Proceeds to BANK ONE....................................... 98.949% $742,117,500
------------
Banc One Capital Markets, Inc. expects to deliver the Notes to purchasers in
registered book-entry form only, through The Depository Trust Company,
Clearstream or Euroclear, as the case may be, on November 20, 2001.
Banc One Capital Markets, Inc.
----------------
Bear, Stearns & Co. Inc.
Morgan Stanley
Salomon Smith Barney
November 13, 2001
TABLE OF CONTENTS
Page
----
Prospectus Supplement
Where You Can Find More Information........................................ S-4
BANK ONE CORPORATION....................................................... S-5
Ratios of Earnings to Fixed Charges........................................ S-6
Use of Proceeds............................................................ S-6
Capitalization............................................................. S-7
Selected Consolidated Financial Data....................................... S-8
Management................................................................. S-9
Description of Notes....................................................... S-11
United States Federal Taxation............................................. S-18
Underwriting............................................................... S-22
Notice to Canadian Residents............................................... S-24
Legal Opinions............................................................. S-24
Experts.................................................................... S-25
General Information........................................................ S-26
Prospectus
About this Prospectus...................................................... 2
Where You Can Find More Information ....................................... 3
Forward-looking Statements................................................. 5
BANK ONE CORPORATION....................................................... 6
Ratio of Earnings to Fixed Charges......................................... 6
Use of Proceeds............................................................ 7
Regulatory Matters......................................................... 7
Description of Debt Securities............................................. 13
Senior Securities.......................................................... 19
Subordinated Securities.................................................... 20
Description of Debt Warrants............................................... 25
Description of Currency Warrants........................................... 26
Description of Stock-Index Warrants........................................ 27
Description of Other Warrants.............................................. 29
Description of Preferred Stock............................................. 30
Description of Depositary Shares........................................... 35
Description of Existing Preferred Stock.................................... 38
Description of Preferred Stock Warrants.................................... 39
Description of Common Stock Warrants....................................... 40
Description of Common Stock................................................ 41
Plan of Distribution....................................................... 42
Legal Opinions............................................................. 44
Experts.................................................................... 44
S-2
------------
You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to
provide you with information different from that contained in this prospectus
supplement and the accompanying prospectus. We are offering to sell Notes and
making offers to buy Notes only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus supplement and the
accompanying prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus supplement and the
accompanying prospectus or any sale of the Notes. In this prospectus supplement
and the accompanying prospectus, the "Company," "we," "us" and "our" refer to
BANK ONE CORPORATION.
If we use a capitalized term in this prospectus supplement and do not define
the term in this document, it is defined in the prospectus.
This prospectus supplement and the attached prospectus may be used by
affiliates of BANK ONE, including Banc One Capital Markets, Inc., in connection
with offers and sales of the Notes in the secondary market. These affiliates
may act as principal or agent in those transactions. Secondary market sales by
these affiliates will be made at prices related to market prices at the time of
sale.
------------
The Notes are offered globally for sale in those jurisdictions in the United
States, Canada, Europe, Asia and elsewhere where it is lawful to make offers.
See "Underwriting."
This prospectus supplement and the accompanying prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange for the purpose of giving
information with regard to BANK ONE. BANK ONE accepts full responsibility for
the accuracy of the information contained in this prospectus supplement and the
accompanying prospectus and confirms, having made all reasonable inquiries,
that to the best of its knowledge and belief there are no other facts the
omission of which would make any statement herein or in the prospectus
misleading in any material respect.
It is important for you to read and consider all information contained in
this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement before making your
investment decision.
We cannot guarantee that listing will be obtained on the Luxembourg Stock
Exchange. Inquiries regarding our listing status on the Luxembourg Stock
Exchange should be directed to our Luxembourg listing agent, Deutsche Bank
Luxembourg S.A., 2, Boulevard Konrad Adenauer, L-1115 Luxembourg.
The distribution of this prospectus supplement and prospectus and the
offering of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this prospectus supplement and the prospectus
come should inform themselves about and observe any such restrictions. This
prospectus supplement and the prospectus do not constitute, and may not be used
in connection with, an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation. See "Underwriters."
References in this prospectus supplement or the accompanying prospectus to
"$" and "dollars" are to the currency of the United States.
S-3
WHERE YOU CAN FIND MORE INFORMATION
BANK ONE has filed with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933 that registers the
distribution of the securities. The registration statement, including the
attached exhibits and schedules, contains additional relevant information about
BANK ONE and BANK ONE's securities. The rules and regulations of the SEC allow
us to omit certain information included in the registration statement from this
prospectus.
In addition, we file reports, proxy statements and other information with
the SEC under the Exchange Act of 1934. You may read and copy this information
at the following location of the SEC.
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like BANK ONE,
who file electronically with the SEC. The address of that site is
http://www.sec.gov.
You can also inspect reports, proxy statements and other information about
BANK ONE at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York, and the Chicago Stock Exchange, 440 South LaSalle Street,
Chicago, Illinois.
The SEC allows us to "incorporate by reference" information into this
prospectus supplement. This means that we can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be a part of this
prospectus supplement, except for any information that is superseded by
information that is included directly in this document or in a later filed
document.
This prospectus supplement incorporates by reference the documents listed
below that BANK ONE previously filed with the SEC. They contain important
information about us.
Company SEC Filings Period
------------------- ------
Annual Report on Form 10-K................. Year ended December 31, 2000
Quarterly Reports on Form 10-Q............. Quarter ended:
. March 31, 2001
. June 30, 2001
Current Reports on Form 8-K................ Dated:
. January 17, 2001
. February 2, 2001
. February 23, 2001 (as amended by a
Form 8-K/A dated March 27, 2001)
. April 9, 2001
. April 17, 2001
. June 6, 2001
. July 17, 2001
. July 27, 2001
. September 7, 2001
. September 17, 2001
. October 1, 2001
. October 3, 2001
. October 16, 2001
S-4
BANK ONE incorporates by reference additional documents that it may file
with the SEC between the date of this prospectus supplement and the termination
of the offering of the securities. These documents include periodic reports,
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's web site at the address
described above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this prospectus
supplement or the accompanying prospectus. You can obtain documents
incorporated by reference in this prospectus by requesting them in writing or
by telephone from us at the following address:
Investor Relations
BANK ONE CORPORATION
1 Bank One Plaza
Mail Code IL1-0738
Chicago, Illinois 60670-0738
Telephone (312) 732-4812
If you request any incorporated documents from us, we will mail them to you
by first class mail, or another equally prompt means, within one business day
after we receive your request. Such documents are also available free of charge
at the offices of Deutsche Bank Luxembourg S.A., 2, Boulevard Konrad Adenauer,
L-1115 Luxembourg.
BANK ONE CORPORATION
General
BANK ONE CORPORATION is a multi-bank holding company and a financial holding
company under the Gramm-Leach-Bliley Act of 1999 ("the GLB Act"). BANK ONE was
organized in 1998 under the laws of the State of Delaware to effect the merger,
effective October 2, 1998, of First Chicago NBD Corporation with BANC ONE
CORPORATION.
BANK ONE provides domestic retail banking, finance and credit card services;
worldwide commercial banking services; and trust and investment management
services. BANK ONE operates banking offices in Arizona, Colorado, Florida,
Illinois, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Texas, Utah,
West Virginia and Wisconsin. BANK ONE also owns nonbank subsidiaries that
engage in businesses related to banking and finance, including credit card and
merchant processing, consumer and education finance, mortgage lending and
servicing, insurance, venture capital, investment and merchant banking, trust,
brokerage, investment management, leasing, community development and data
processing. These activities are conducted through bank and nonbank
subsidiaries.
BANK ONE continually evaluates its business operations and organizational
structures and routinely explores opportunities to (1) acquire financial
institutions and other financial services-related businesses and assets, and
(2) enter into strategic alliances to expand the scope of its services and its
customer base. When consistent with its overall business strategy, BANK ONE
also will sell assets or exit certain businesses and markets.
BANK ONE directly or indirectly raises funds principally to finance the
operations of its nonbank subsidiaries. A substantial portion of BANK ONE's
annual income typically has been derived from dividends from its subsidiaries,
and from interest on loans, some of which are subordinated, to its
subsidiaries.
BANK ONE is a legal entity separate and distinct from BANK ONE's banking
subsidiaries (the "Banks") and BANK ONE's other affiliates. There are various
legal limitations on the extent to which the Banks may extend credit, pay
dividends or otherwise supply funds to BANK ONE.
S-5
Under the longstanding policy of the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board"), a bank holding company is
expected to act as a source of financial strength for its subsidiary banks and
to commit resources to support such banks. As a result of this policy, BANK ONE
may be required to commit resources to the Banks in circumstances where it
might not otherwise do so.
Because BANK ONE is a holding company, its rights and the rights of its
creditors to participate in the distribution and payment of assets of any
subsidiary upon the subsidiary's liquidation or recapitalization would be
subject to the prior claims of the subsidiary's creditors except to the extent
that BANK ONE may itself be a creditor with recognized claims against the
subsidiary.
BANK ONE's executive offices are located at 1 Bank One Plaza, Chicago,
Illinois 60670, and its telephone number is (312) 732-4000.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges for BANK ONE, which are computed on
the basis of the total enterprise (as defined by the SEC) by dividing earnings
before fixed charges and income taxes by fixed charges, are set forth below for
the periods indicated. Fixed charges consist principally of interest expense on
all long- and short-term borrowings, excluding or including interest on
deposits as indicated.
Nine Months
Ended
September 30, Year Ended December 31,
-------------- ---------------------------
2001 2000 2000 1999 1998 1997 1996
-------------- ---- ---- ---- ---- ----
Earnings to Fixed Charges:
Excluding interest expense on
deposits......................... 1.9x 0.9x(1) 0.8x(1) 2.3x 2.3x 2.4x 2.6x
Including interest expense on
deposits......................... 1.4x 1.0x(1) 0.9x(1) 1.6x 1.5x 1.5x 1.6x
--------
(1) Earnings for the year ended December 31, 2000 and the nine months ended
September 30, 2000 were insufficient to cover fixed charges. The coverage
deficiencies were approximately $1.2 billion and $314 million,
respectively.
USE OF PROCEEDS
The net proceeds to BANK ONE from the sale of the Notes after deducting
underwriting commissions and discounts is estimated to be $742,117,500. BANK
ONE currently intends to use the net proceeds from the sale of the Notes for
general corporate purposes, which may include the reduction of its short-term
indebtedness, investments at the holding company level, investments in or
extensions of credit to its affiliates and other banks and companies engaged in
other financial service activities and possible acquisitions. Pending this use,
BANK ONE may temporarily invest the net proceeds. The precise amounts and
timing of the application of proceeds will depend upon the funding requirements
of BANK ONE and its affiliates and the availability of other funds.
S-6
CAPITALIZATION
(Unaudited)
The following table shows the unaudited consolidated capitalization of BANK
ONE as of September 30, 2001 and as adjusted to reflect this offering. The
table should be read in conjunction with BANK ONE's consolidated financial
statements and the related notes included in the documents incorporated by
reference in this prospectus supplement. See "Where You Can Find More
Information."
September 30,
2001
-----------------
As
Actual Adjusted
------- --------
(in millions)
Long-term debt
Long-term debt............................................... $41,046 $41,796
Guaranteed preferred beneficial interest in BANK ONE's junior
subordinated debt........................................... 3,315 3,315
------- -------
Total long-term debt......................................... 44,361 45,111
Stockholders' equity
Preferred stock(1)........................................... 190 190
Common stock--$0.01 par value, 4,000,000,000 shares
authorized, and 1,181,382,000 shares issued................. 12 12
Surplus...................................................... 10,332 10,332
Retained earnings............................................ 10,413 10,413
Accumulated other adjustments to stockholders' equity........ 203 203
Deferred compensation........................................ (138) (138)
Treasury stock at cost, 14,301,000 shares.................... (630) (630)
------- -------
Total stockholders' equity................................. 20,382 20,382
------- -------
Total long-term debt and stockholders' equity.............. $64,743 $65,493
======= =======
--------
(1) BANK ONE redeemed all of its outstanding preferred stock on November 1,
2001.
On September 17, 2001, BANK ONE announced that its Board of Directors
approved the repurchase of up to $500 million of BANK ONE's common stock. This
buyback is part of the remaining 28.4 million shares of a buyback program
authorized in May 1999. The timing of the purchases and the exact number of
shares to be repurchased by BANK ONE will depend on market conditions. The
share repurchase program does not include specific price targets or timetables
and may be suspended at any time.
Other than as described in this prospectus supplement and the accompanying
prospectus (including the documents incorporated by reference), there has been
no material change in the consolidated capitalization of BANK ONE since
September 30, 2001.
S-7
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial data for BANK
ONE for each of the years in the three-year period ended December 31, 2000 and
for the nine-month periods ended September 30, 2001 and September 30, 2000.
This financial data is based on and derived from, and should be read in
conjunction with, BANK ONE's consolidated financial statements and the related
notes for the respective periods, incorporated in this prospectus supplement by
reference. See "Where You Can Find More Information."
The consolidated balance sheets of BANK ONE as of December 31, 2000, 1999
and 1998, and the related consolidated statements of income, stockholders'
equity and cash flows for each year in the three-year period ended December 31,
2000, have been audited by Arthur Andersen LLP, independent public accountants.
Nine Months Ended
Year Ended December 31, September 30,
----------------------------- ------------------
2000 1999 1998 2001 2000
-------- -------- -------- -------- --------
($ in millions)
Income Summary
Interest income............ $ 20,078 $ 17,294 $ 17,524 $ 13,485 $ 14,904
Interest expense........... 11,242 8,273 8,177 7,082 8,282
-------- -------- -------- -------- --------
Net interest income....... 8,836 9,021 9,347 6,403 6,622
Provision for credit
losses.................... 3,398 1,249 1,408 1,745 1,891
-------- -------- -------- -------- --------
Net interest income after
provision for credit
losses.................... 5,438 7,772 7,939 4,658 4,731
Non-interest income........ 5,090 8,692 8,071 5,251 3,843
Non-interest expense....... 11,608 11,490 11,545 6,845 8,761
-------- -------- -------- -------- --------
Income (loss) before taxes
and cumulative effect of
change
in accounting principle... (1,080) 4,974 4,465 3,064 (187)
Income taxes (benefit)..... (569) 1,495 1,357 923 (188)
-------- -------- -------- -------- --------
Income (loss) before
cumulative effect of
change in accounting
principle................. (511) 3,479 3,108 2,141 1
Cumulative effect of change
in accounting principle,
net of tax................ -- -- -- (44) --
-------- -------- -------- -------- --------
Net income................. $ (511) $ 3,479 $ 3,108 $ 2,097 $ 1
======== ======== ======== ======== ========
Period Ending Balances
Loans outstanding.......... $174,251 $163,877 $155,398 $164,251 $176,419
Total assets............... 269,300 269,425 261,496 270,252 283,373
Total deposits............. 167,077 162,278 161,542 162,385 164,130
Long term debt(1).......... 40,911 35,435 22,298 44,361 42,641
Common stockholders'
equity.................... 18,445 19,900 20,370 20,192 19,042
Total equity............... 18,635 20,090 20,560 20,382 19,232
Selected Financial Ratios
Return (loss) on average
assets.................... (0.19)% 1.36% 1.30% 1.05% --
Return (loss) on average
common equity............. (2.7) 17.1 15.9 14.5 (0.1)
Net interest margin(2)..... 3.72 4.09 4.52 3.64 3.74
Efficiency ratio........... 82.5 64.4 65.8 58.3 82.9
Selected Credit Data
Net charge-offs to average
loans..................... 0.81% 0.77% 0.97% 1.24% 0.71%
Allowance for credit losses
to loans at period end.... 2.36 1.39 1.46 2.73 1.75
Non-performing assets at
period end................ $ 2,573 $ 1,665 $ 1,297 $ 3,228 $ 2,136
Non-performing assets to
related assets............ 1.48% 1.02% 0.83% 1.96% 1.21%
Capital Ratios (at period
end)
Tangible common equity to
tangible managed assets... 5.5% 5.7% 5.8% 5.8% 5.4%
Regulatory risk-based
capital ratios
Tier 1(3)................. 7.3 7.7 7.9 8.4 7.5
Total(3).................. 10.8 10.7 11.3 11.7 10.9
--------
(1) Includes Trust Preferred Capital Securities.
(2) On a fully taxable equivalent basis.
(3) Excludes $190 million of preferred stock called for redemption as of
September 30, 2001.
S-8
MANAGEMENT
Directors
The directors of BANK ONE and their principal occupation and business
address as of the date of this prospectus supplement are listed in the
following table:
Name Business Address and Principal Occupation
---- -----------------------------------------
John H. Bryan Mr. Bryan is the retired Chairman of Sara Lee
Corporation. His business address is c/o Sara Lee
Corporation, 455 N. CityFront Plaza, Chicago,
Illinois 60611.
James S. Crown Mr. Crown is a General Partner of Henry Crown and
Company (Not Incorporated). His business address is
c/o Henry Crown & Company, 222 North LaSalle Street,
Chicago, Illinois 60601.
James Dimon Mr. Dimon has been Chairman of the Board and Chief
Executive Officer of BANK ONE since March 27, 2000.
From November 1998 until he assumed his position
with BANK ONE, he was a private investor. From
October to November 1998, he served as President of
Citigroup Inc. From November 1993 to October 1998,
he was President and Chief Operating Officer of
Travelers Group and also held executive positions
with Travelers' subsidiaries Smith Barney, Inc. and
Salomon Smith Barney Holdings Inc. during that
period. His business address is 1 Bank One Plaza,
Chicago, Illinois 60670.
Dr. Maureen A. Fay, O.P. Dr. Fay is President of the University of Detroit
Mercy. Her business address is c/o University of
Detroit Mercy, 4001 West McNichols, Detroit,
Michigan 48221.
John R. Hall Mr. Hall is the retired Chairman and Chief Executive
Officer of Ashland, Inc. Mr. Hall also served as the
non-executive Chairman of the Board of BANK ONE from
December 1999 until March 27, 2000. His business
address is c/o Ashland, Inc., P.O. Box 391, Ashland,
Kentucky 41114.
Laban P. Jackson, Jr. Mr. Jackson is Chairman and Chief Executive Officer
of Clear Creek Properties, Inc. His business address
is c/o Clear Creek Properties, Inc., 2365
Harrodsburg Road, Suite B230, Lexington, Kentucky
40504.
John W. Kessler Mr. Kessler is the owner of John W. Kessler Company
and Chairman of The New Albany Company and Marsh &
McLennan Real Estate Advisors, Inc. His business
address is c/o The New Albany Company, P.O. Box 772,
New Albany, Ohio 43054.
Richard A. Manoogian Mr. Manoogian is Chairman and Chief Executive
Officer of Masco Corporation. His business address
is c/o Masco Corporation, 21001 Van Born Road,
Taylor, Michigan 48180.
William T. McCormick, Jr. Mr. McCormick is Chairman and Chief Executive
Officer of CMS Energy Corporation. His business
address is c/o CMS Energy Corporation,
330 Town Center Drive, Dearborn, Michigan 48126.
Heidi G. Miller Ms. Miller is the Vice Chairman of Marsh Inc. Her
business address is 1166 Avenue of the Americas,
44th Floor, New York, NY 10036.
David C. Novak Mr. Novak is Chairman and Chief Executive Officer of
Tricon Global Restaurants, Inc. His business address
is P.O. Box 32220, Louisville, Kentucky 40232.
S-9
Name Business Address and Principal Occupation
---- -----------------------------------------
John W. Rogers, Jr. Mr. Rogers is Chairman and Chief Executive Officer
of Ariel Capital Management, Inc. His business
address is c/o Ariel Capital Management, Inc., 200
East Randolph Drive, Chicago, Illinois 60601.
Frederick P. Stratton, Jr. Mr. Stratton is the retired Chairman and Chief
Executive Officer of Briggs & Stratton Corporation.
His business address is c/o Briggs & Stratton
Corporation, P.O. Box 702, Milwaukee, Wisconsin
53201.
Robert D. Walter Mr. Walter is Chairman and Chief Executive Officer
of Cardinal Health, Inc. His business address is
c/o Cardinal Health, Inc., 7000 Cardinal Place,
Dublin, Ohio 43017.
Executive Officers
In addition to the directors named above, the following persons, all of whom
are full-time employees of BANK ONE, hold the offices indicated in the
following table as of the date of this prospectus supplement.
Name Office
---- ------
James Dimon Chairman of the Board and Chief Executive Officer
Austin A. Adams Executive Vice President
Linda Bammann Executive Vice President
James S. Boshart III Executive Vice President
David E. Donovan Executive Vice President
Christine A. Edwards Executive Vice President, Chief Legal Officer and Secretary
Philip G. Heasley Executive Vice President
David J. Kundert Executive Vice President
Sarah L. McClelland Executive Vice President and General Auditor
Charles W. Scharf Executive Vice President and Chief Financial Officer
R. Michael Welborn Executive Vice President
Each of the above individuals is employed at one of the following corporate
locations of BANK ONE: 1 Bank One Plaza, Chicago, Illinois 60670; 201 North
Walnut Street, Wilmington, Delaware 19801; 1111 Polaris Parkway, Columbus, Ohio
43240; or 100 East Broad Street, Columbus, Ohio 43215.
S-10
DESCRIPTION OF NOTES
The following description of the particular terms of the 5.90% Subordinated
Notes due 2011 (the "Notes") offered by this prospectus supplement and the
accompanying prospectus expands on the description of the general terms and
provisions of the debt securities included in the prospectus. The Notes are a
series of debt securities described in the accompanying prospectus.
The following description of the Notes is qualified in its entirety by
reference in the prospectus to the description of the Subordinated Indenture
originally dated as of March 3, 1997, as amended, as of October 2, 1998,
between BANK ONE and JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as trustee (the "Subordinated Indenture").
General
The Notes will be issued in fully registered form only, in denominations of
$1,000 and multiples of $1,000. Principal of and interest on the Notes will be
payable, and the transfer of Notes will be registerable, through the Depositary
as described below.
The Subordinated Indenture allows us to "reopen" or later increase the
amount of this series of Notes without notice by selling additional Notes with
the same terms. Those additional Notes will be treated, for all purposes, like
the Notes that we are describing in this prospectus supplement, except that any
new Notes may begin to bear interest at a different date. No additional notes
may be issued if an Event of Default has occurred with respect to the Notes.
BANK ONE may choose to redeem the Notes prior to maturity only upon the
occurrence of certain events involving U.S. taxation. See "--Tax Redemption"
below. If required under the Federal Reserve Board's capital rules, BANK ONE
will obtain the approval of the Federal Reserve Board prior to exercising this
redemption right.
As used in this prospectus supplement, "Business Day" means any day, other
than a Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close
in The City of New York or the city of Chicago, Illinois.
Bank One Trust Company, N.A., a subsidiary of BANK ONE, will act as
principal paying agent for the Notes.
BANK ONE has appointed J.P. Morgan Bank Luxembourg S.A. (formerly known as
Chase Manhattan Bank Luxembourg S.A.), as paying agent and transfer agent in
Luxembourg with respect to the Notes in definitive form. As long as the Notes
are listed on the Luxembourg Stock Exchange, BANK ONE will maintain a paying
and transfer agent in Luxembourg, and any change in the Luxembourg paying agent
and transfer agent will be published in Luxembourg. See "--Notices" below.
If any interest payment date for the Notes falls on a day that is not a
Business Day, the interest payment will be postponed to the next day that is a
Business Day, and no interest on such payment will accrue for the period from
and after the interest payment date. If the maturity date for a series of Notes
falls on a day that is not a Business Day, the payment of interest and
principal may be made on the next succeeding Business Day, and no interest on
such payment will accrue for the period from and after the maturity date.
Interest payments for the Notes will include accrued interest from and
including the date of issue or from and including the last date in respect of
which interest has been paid, as the case may be, to, but excluding, the
interest payment date or the maturity date, as the case may be.
Interest Payments
The Notes initially will be limited to $750,000,000 in aggregate principal
amount and will mature at par on November 15, 2011. Each Note will bear
interest from November 20, 2001 at the annual rate of 5.90%,
S-11
payable semi-annually on May 15 and November 15, commencing May 15, 2002, to
the person in whose name the Note is registered at the close of business on the
preceding May 1 or November 1. Interest payable at the maturity of the Note
will be payable to the registered holder of the Note to whom principal is
payable. Interest will be computed on the basis of a 360-day year of twelve 30-
day months.
The Notes will constitute a separate series of subordinated securities of
BANK ONE under the Subordinated Indenture.
Subordination
The Notes will be unsecured and will be subordinate and junior in right of
payment to BANK ONE's obligations to the holders of senior indebtedness and
general obligations as described under "Subordinated Securities--Subordination"
in the accompanying prospectus. At September 30, 2001, the aggregate amount of
senior indebtedness and general obligations of BANK ONE was approximately $15.6
billion.
Limited Right of Acceleration
Payment of principal of the Notes may be accelerated only in the case of the
bankruptcy or reorganization of BANK ONE. There is no right of acceleration in
the case of a default in the payment of interest on the Notes or in the
performance of any other covenant of BANK ONE in the Subordinated Indenture or
in the Notes. See "Subordinated Securities--Events of Default, Defaults,
Waivers, etc." in the prospectus.
Further Issues
We may from time to time, without notice to, or the consent of, the
registered holders of the Notes, create and issue further notes equal in rank
to the Notes offered by this prospectus supplement in all respects (or in all
respects except for the payment of interest accruing prior to the issue date of
the further notes or except for the first payment of interest following the
issue date of the further notes). These further notes may be consolidated and
form a single series with the Notes and will have the same terms as to status,
redemption or otherwise as the Notes.
Book-Entry, Delivery and Form
The Notes will be issued in the form of one or more fully registered Global
Notes (the "Global Notes") which will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York (the "Depositary" or "DTC") and
registered in the name of the Cede & Co., the Depositary's nominee. Beneficial
interests in the Global Notes will be represented through book-entry accounts
of financial institutions acting on behalf of beneficial owners as direct and
indirect participants in the Depositary.
Investors may elect to hold interests in the Global Notes through the
Depositary, Clearstream Banking Luxembourg S.A. ("Clearstream") or Euroclear
Bank, as operator of the Euroclear System ("Euroclear") if they are
participants of such systems, or indirectly through organizations which are
participants in such systems. Clearstream and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositaries, which in turn will hold such interests in customers' securities
accounts in the depositaries' names on the books of the Depositary. Citibank,
N.A. will act as depositary for Clearstream and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank) will act as depositary for Euroclear (in
such capacities, the "U.S. Depositaries"). Except as described below, the
Global Notes may be transferred, in whole and not in part, only to another
nominee of the Depositary or to a successor of the Depositary or its nominee.
The Depositary has advised BANK ONE as follows: the Depositary is a limited-
purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York
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Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. The Depositary holds securities deposited with it by its participants and
facilitates the settlement of transactions among its participants in such
securities through electronic computerized book-entry changes in accounts of
the participants, thereby eliminating the need for physical movement of
securities certificates. The Depositary's participants include securities
brokers and dealers (including the Underwriters), banks, trust companies,
clearing corporations and certain other organizations, some of whom (and/or
their representatives) own the Depositary. Access to the Depositary book-entry
system is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
Clearstream advises that it is incorporated under the laws of Luxembourg as
a bank. Clearstream holds securities for its customers ("Clearstream
Customers") and facilitates the clearance and settlement of securities
transactions between Clearstream Customers through electronic book-entry
transfers between their accounts. Clearstream provides to Clearstream
Customers, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream interfaces with domestic securities markets
in over 30 countries through established depository and custodial
relationships. As a bank, Clearstream is subject to regulation by the
Luxembourg Commission for the Supervision of the Financial Sector (Commission
de Surveillance du Secteur Financier). Clearstream Customers are recognized
financial institutions around the world, including underwriters, securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. Clearstream's U.S. customers are limited to securities
brokers and dealers and banks. Indirect access to Clearstream is also available
to other institutions such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Clearstream Customer.
Distributions with respect to the Notes held through Clearstream will be
credited to cash accounts of Clearstream Customers in accordance with its rules
and procedures, to the extent received by the U.S. Depositary for Clearstream.
Euroclear advises that it was created in 1968 to hold securities for its
participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Euroclear provides various other services, including securities lending
and borrowing and interfaces with domestic markets in several countries.
Euroclear is operated by Euroclear Bank S.A. (the "Euroclear Operator"), under
contract with Euroclear Clearance Systems, S.C., a Belgian cooperative
corporation (the "Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policy for Euroclear on behalf of Euroclear
Participants. Euroclear Participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries
and may include the Underwriters. Indirect access to Euroclear is also
available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities
and cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants and has no record of or relationship with persons
holding through Euroclear Participants.
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Distributions with respect to the Notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear Participants in accordance
with the Terms and Conditions, to the extent received by the U.S. Depositary
for Euroclear.
Euroclear further advises that investors that acquire, hold and transfer
interests in the Notes by book-entry through accounts with the Euroclear
Operator or any other securities intermediary are subject to the laws and
contractual provisions governing their relationship with their intermediary, as
well as the laws and contractual provisions governing the relationship between
such an intermediary and each other intermediary, if any, standing between
themselves and the Global Notes.
The Euroclear Operator advises as follows: Under Belgian law, investors that
are credited with securities on the records of the Euroclear Operator have a
co-property right in the fungible pool of interests in securities on deposit
with the Euroclear Operator in an amount equal to the amount of interests in
securities credited to their accounts. In the event of the insolvency of the
Euroclear Operator, Euroclear Participants would have a right under Belgian law
to the return of the amount and type of interests in securities credited to
their accounts with the Euroclear Operator. If the Euroclear Operator did not
have a sufficient amount of interests in securities on deposit of a particular
type to cover the claims of all Participants credited with such interests in
securities on the Euroclear Operator's records, all Participants having an
amount of interests in securities of such type credited to their accounts with
the Euroclear Operator would have the right under Belgian law to the return of
their pro rata share of the amount of interests in securities actually on
deposit.
Under Belgian law, the Euroclear Operator is required to pass on the
benefits of ownership in any interests in securities on deposit with it (such
as dividends, voting rights and other entitlements) to any person credited with
such interests in securities on its records.
Individual certificates in respect of the Notes will not be issued in
exchange for the Global Notes, except in very limited circumstances. If DTC
notifies BANK ONE that it is unwilling or unable to continue as a clearing
system in connection with the Global Notes or ceases to be a clearing agency
registered under the Exchange Act, and a successor clearing system is not
appointed by BANK ONE within 90 days after receiving such notice from DTC or
upon becoming aware that DTC is no longer so registered, BANK ONE will issue or
cause to be issued individual certificates in registered form on registration
of transfer of, or in exchange for, book-entry interests in the Notes
represented by such Global Notes upon delivery of such Global Notes for
cancellation. In the event that individual certificates are issued, holders of
the Notes will be able to receive payments (including principal and interest)
on the Notes and effect transfer of the Notes at the offices of BANK ONE's
paying and transfer agent in Luxembourg, J.P. Morgan Bank Luxembourg S.A.
(formerly known as Chase Manhattan Bank Luxembourg S.A.).
Title to book-entry interests in the Notes will pass by book-entry
registration of the transfer within the records of Clearstream, Euroclear or
DTC, as the case may be, in accordance with their respective procedures. Book-
entry interests in the Notes may be transferred within Clearstream and within
Euroclear and between Clearstream and Euroclear in accordance with procedures
established for these purposes by Clearstream and Euroclear. Book-entry
interests in the Notes may be transferred within DTC in accordance with
procedures established for this purpose by DTC. Transfers of book-entry
interests in the Notes among Clearstream and Euroclear and DTC may be effected
in accordance with procedures established for this purpose by Clearstream,
Euroclear and DTC.
A further description of the Depositary's procedures with respect to the
Global Notes is set forth in the prospectus under "Global Securities." The
Depositary has confirmed to BANK ONE, the Underwriters and the Trustee that it
intends to follow such procedures.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way in accordance with the Depositary's rules and will be
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settled in immediately available funds using the Depositary's Same-Day Funds
Settlement System. Secondary market trading between Clearstream Customers
and/or Euroclear Participants will occur in the ordinary way in accordance with
the applicable rules and operating procedures of Clearstream and Euroclear and
will be settled using the procedures applicable to conventional Eurobonds in
immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the Depositary on the one hand, and directly or indirectly through
Clearstream Customers or Euroclear Participants, on the other, will be effected
in the Depositary in accordance with the Depositary's rules on behalf of the
relevant European international clearing system by its U.S. Depositary;
however, such cross-market transactions will require delivery of instructions
to the relevant European international clearing system by the counterparty in
such system in accordance with its rules and procedures and within its
established deadlines (European time). The relevant European international
clearing system will, if the transaction meets its settlement requirements,
deliver instructions to its U.S. Depositary to take action to effect final
settlement on its behalf by delivering interests in the Notes to or receiving
interests in the Notes from the Depositary, and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to
the Depositary. Clearstream Customers and Euroclear Participants may not
deliver instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of interests in the Notes received
in Clearstream or Euroclear as a result of a transaction with a DTC participant
will be made during subsequent securities settlement processing and dated the
business day following the Depositary settlement date. Such credits or any
transactions involving interests in such Notes settled during such processing
will be reported to the relevant Clearstream Customers or Euroclear
Participants on such business day. Cash received in Clearstream or Euroclear as
a result of sales of interests in the Notes by or through a Clearstream
Customer or a Euroclear Participant to a DTC participant will be received with
value on the Depositary settlement date but will be available in the relevant
Clearstream or Euroclear cash account only as of the business day following
settlement in the Depositary.
Although the Depositary, Clearstream and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of interests in the Notes
among participants of the Depositary, Clearstream and Euroclear, they are under
no obligation to perform or continue to perform such procedures and such
procedures may be changed or discontinued at any time.
Tax Redemption
The Notes may be redeemed as a whole, at the option of BANK ONE at any time
prior to maturity, upon the giving of a notice of redemption as described
below, if BANK ONE determines that, as a result of any change in or amendment
to the laws (or any regulations or rulings promulgated thereunder) of the
United States or of any political subdivision or taxing authority thereof or
therein affecting taxation, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which
change or amendment becomes effective on or after the date of this prospectus
supplement, BANK ONE has or will become obligated to pay Additional Amounts (as
defined below) with respect to such Notes as described below under "Payment of
Additional Amounts." The Notes will be redeemed at a redemption price equal to
100% of the principal amount thereof, together with accrued interest to the
date fixed for redemption. Prior to the giving of any notice of redemption
pursuant to this paragraph, BANK ONE will deliver to the Trustee (i) a
certificate stating that BANK ONE is entitled to effect such redemption,
including a statement of facts showing that the conditions precedent to the
right of BANK ONE to so redeem have occurred and (ii) an opinion of independent
counsel satisfactory to such Trustee to this effect based on such statement of
facts; provided that no such notice of redemption will be given earlier than 60
days prior to the earliest date on which BANK ONE would be obligated to pay
such Additional Amounts if a payment in respect of the Note were then due.
Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption. The redemption date and the applicable
redemption price will be specified in the notice. Any redemption notice will be
given in accordance with "Notices" below.
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If required under the Federal Reserve Board's capital rules, BANK ONE will
obtain the approval of the Federal Reserve Board prior to exercising its
foregoing redemption right.
Payment of Additional Amounts
BANK ONE will, subject to certain exceptions and limitations described
below, pay additional amounts (the "Additional Amounts") to the beneficial
owner of any Note who is a United States Alien as may be necessary in order
that every net payment of the principal of and interest on the Note and any
other amounts payable on the Note, after withholding for or on account of any
present or future tax, assessment or governmental charge imposed upon or as a
result of such payment by the United States (or any political subdivision or
taxing authority thereof or therein), will not be less than the amount provided
for in the Note to be then due and payable. BANK ONE will not, however, be
required to make any payment of Additional Amounts to any beneficial owner for
or on account of:
(a) any tax, assessment or other governmental charge that would not have
been so imposed but for (1) the existence of any present or former
connection between the beneficial owner (or between a fiduciary, settlor,
beneficiary, member or shareholder of the beneficial owner, if the
beneficial owner is an estate, a trust, a partnership or a corporation) and
the United States and its possessions, including, without limitation, the
beneficial owner (or the fiduciary, settlor, beneficiary, member or
shareholder) being or having been a citizen or resident thereof or being or
having been engaged in a trade or business or present therein or having, or
having had, a permanent establishment therein or (2) the presentation by or
on behalf of the beneficial owner of any such Note for payment on a date
more than 15 days after the date on which the payment became due and
payable or the date on which payment thereof is duly provided for,
whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer or personal property
tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by reason
of the beneficial owner's past or present status as a personal holding
company or foreign personal holding company or controlled foreign
corporation or passive foreign investment company with respect to the
United States or as a corporation that accumulates earnings to avoid United
States federal income tax or as a private foundation or other tax-exempt
organization;
(d) any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments on or in respect of any Note;
(e) any tax, assessment or other governmental charge that would not have
been imposed but for the failure to comply with certification, information
or other reporting requirements concerning the nationality, residence or
identity of the beneficial owner of the Note, if the compliance is required
by statute or by regulation of the United States or of any political
subdivision or taxing authority thereof or therein as a precondition to
relief or exemption from the tax, assessment or other governmental charge;
(f) any tax, assessment or other governmental charge imposed by reason
of the beneficial owner's past or present status as the actual or
constructive owner of 10% or more of the total combined voting power of all
classes of stock entitled to vote of BANK ONE or as a controlled foreign
corporation that is related directly or indirectly to BANK ONE through
stock ownership; or
(g) any combination of items (a), (b), (c), (d), (e) or (f);
nor will Additional Amounts be paid with respect to any payment on a Note to a
United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of the payment to the extent the payment would be required by
the laws of the United States (or any political subdivision thereof) to be
included in the income, for tax purposes, of a beneficiary or settlor with
respect to the fiduciary or a member of the partnership or a beneficial owner
who would not have been entitled to the Additional Amounts had the beneficiary,
settlor, member or beneficial owner held its interest in the Note directly.
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The term "United States Alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a
foreign partnership to the extent that one or more of the members of which is a
foreign corporation, a nonresident alien individual or a nonresident alien
fiduciary of a foreign estate or trust.
Notices
Notices to holders of the Notes will be sent by mail to the registered
holders and will be published, whether the Notes are in global or definitive
form, and so long as the Notes are listed on the Luxembourg Stock Exchange, in
a daily newspaper of general circulation in Luxembourg. It is expected that
publication will be made in Luxembourg in the Luxemburger Wort. Any notice will
be deemed to have been given on the date of such publication or, if published
more than once, on the date of the first publication. So long as the Notes are
listed on the Luxembourg Stock Exchange, any appointment of or change in the
Luxembourg paying agent and transfer agent will be published in Luxembourg in
the manner stated above.
Replacement Notes
In case of mutilation, destruction, loss or theft of any definitive Note,
application for replacement is to be made at the office of the Trustee. Any
such definitive Note will be replaced by the Trustee in compliance with such
procedures, and on the terms as to evidence and indemnity, as BANK ONE and the
Trustee may require and subject to applicable laws and regulations of the
Luxembourg Stock Exchange. All costs incurred in connection with the
replacement of any definitive Note will be borne by the holder of the Note.
Mutilated or defaced definitive Notes must be surrendered before new ones will
be issued.
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UNITED STATES FEDERAL TAXATION
The following summary describes the material United States federal income
and certain estate tax consequences of ownership and disposition of the Notes.
This summary provides general information only and is directed solely to
original beneficial owners purchasing Notes at the "issue price," that is, the
first price to the public at which a substantial amount of the Notes in an
issue is sold (excluding sales to bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters, placement agents or
wholesalers). This summary is based on the Internal Revenue Code of 1986, as
amended to the date of this prospectus supplement (the "Code"), existing
administrative pronouncements and judicial decisions, existing and proposed
Treasury Regulations currently in effect, and interpretations of the foregoing,
changes to any of which subsequent to the date of this prospectus supplement
may affect the tax consequences described herein, possibly with retroactive
effect. This summary discusses only Notes held as capital assets within the
meaning of Section 1221 of the Code. This summary does not discuss all of the
tax consequences that may be relevant to a beneficial owner in light of his
particular circumstances or to beneficial owners subject to special rules, such
as certain financial institutions, insurance companies, dealers in securities,
persons holding Notes in connection with a hedging transaction, "straddle,"
conversion transaction or other integrated transaction or persons who have
ceased to be United States citizens or to be taxed as resident aliens. Persons
considering the purchase of Notes should consult their tax advisors with regard
to the application of the United States federal income and estate tax laws to
their particular situations as well as any tax consequences arising under the
laws of any state, local or foreign taxing jurisdiction.
Tax Consequences to United States Persons
For purposes of the following discussion, "United States person" means a
beneficial owner of a Note that is for United States federal income tax
purposes (i) a citizen or resident of the United States, (ii) a corporation or
other entity treated as a corporation for United States federal income tax
purposes created or organized in or under the laws of the United States, any
State or the District of Columbia, (iii) an estate the income of which is
subject to United States federal income taxation regardless of its source, or
(iv) a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust.
Partnerships are subject to special tax rules and should contact their tax
advisors.
Payments of Interest
Interest on a Note will generally be taxable to a United States person as
ordinary interest income at the time it is accrued or is received in accordance
with the United States person's method of accounting for tax purposes.
Sale, Exchange or Retirement of the Notes
Upon the sale, exchange or retirement of a Note, a United States person will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement and the United States person's
adjusted tax basis in the Note. For these purposes, the amount realized does
not include any amount attributable to accrued interest on the Note. Amounts
attributable to accrued interest are treated as interest as described under
"Payments of Interest" above. A United States person's adjusted tax basis in a
Note generally will equal the cost of the Note to the United States person.
In general, gain or loss realized on the sale, exchange or redemption of a
Note will be capital gain or loss. Prospective investors should consult their
tax advisors regarding the treatment of capital gains (which may be taxed at
lower rates than ordinary income for taxpayers who are individuals, trusts or
estates) and losses (the deductibility of which is subject to limitations).
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Backup Withholding and Information Reporting
Backup withholding and information reporting requirements may apply to
certain payments of principal, premium and interest on a Note, and to payments
of proceeds of the sale or redemption of a Note, to certain non-corporate
United States persons. BANK ONE, its agent, a broker, or any paying agent, as
the case may be, will be required to withhold from any payment a tax at a
maximum rate of 31 percent of such payment if the United States person fails
to furnish or certify his correct taxpayer identification number to the payor
in the manner required, fails to certify that such United States person is not
subject to backup withholding, or otherwise fails to comply with the
applicable requirements of the backup withholding rules. Any amounts withheld
under the backup withholding rules from a payment to a United States person
may be credited against such United States person's United States federal
income tax and may entitle such United States person to a refund, provided
that the required information is furnished to the United States Internal
Revenue Service.
Tax Consequences to Non-U.S. Persons
For purposes of the following discussion a "Non-U.S. Person" is:
. an individual that is not a citizen or resident of the United States;
. a corporation or other entity treated as a corporation for United States
federal income tax purposes organized or created under non-U.S. law; or
. an estate or trust that is not taxable in the U.S. on its worldwide
income.
Withholding Taxes
Generally, payments of principal and interest on the Notes will not be
subject to U.S. withholding taxes.
However, for the exemption from withholding taxes to apply to you, one of
the following requirements must be met. These requirements have been changed
for interest paid on or after January 1, 2001.
. You provide a completed Form W-8BEN (or substitute form) to the bank,
broker or other intermediary who holds the Notes. The Form W-8BEN
contains your name, address and a statement that you are the beneficial
owner of the Notes and that you are not a U.S. Person.
. You hold your Notes directly through a "qualified intermediary", and the
qualified intermediary has sufficient information in its files indicating
that you are not a U.S. Person. A qualified intermediary is a bank,
broker or other intermediary that (1) is either a U.S. or non-U.S.
entity, (2) is acting out of a non-U.S. branch or office and (3) has
signed an agreement with the IRS providing that it will administer all or
part of the U.S. tax withholding rules under specified procedures.
. You are entitled to an exemption from withholding tax on interest under a
tax treaty between the U.S. and your country of residence. To claim this
exemption, you must generally complete Form W-8BEN and claim this
exemption on the form. In some cases, you may instead be permitted to
provide documentary evidence of your claim to the intermediary, or a
qualified intermediary may already have some or all of the necessary
evidence in its files.
. The interest income on the Notes is effectively connected with the
conduct of your trade or business in the U.S., and is not exempt from
U.S. tax under a tax treaty. To claim this exemption, you must complete
Form W-8ECI.
Even if you meet one of the above requirements, interest paid to you will
be subject to withholding tax under any of the following circumstances:
. The withholding agent or an intermediary knows or has reason to know that
you are not entitled to an exemption from withholding tax. Specific rules
apply for this test.
. The IRS notifies the withholding agent that information that you or an
intermediary provided concerning your status is false.
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. An intermediary through which you hold the Notes fails to comply with the
procedures necessary to avoid withholding taxes on the Notes. In
particular, an intermediary is generally required to forward a copy of
your Form W-8BEN (or other documentary information concerning your
status) to the withholding agent for the Notes. However, if you hold your
Notes through a qualified intermediary--or if there is a qualified
intermediary in the chain of title between yourself and the withholding
agent for the Notes--the qualified intermediary will not generally
forward this information to the withholding agent.
. You own 10% or more of the voting stock of BANK ONE, are a "controlled
foreign corporation" with respect to BANK ONE, or are a bank making a
loan in the ordinary course of its business. In these cases, you will be
exempt from withholding taxes only if you are eligible for a treaty
exemption or if the interest income is effectively connected with your
conduct of a trade or business in the U.S., as discussed above.
Interest payments made to you will generally be reported to the IRS and to
you on Form 1042-S. However, this reporting does not apply to you if one of the
following conditions applies:
. You hold your Notes directly through a qualified intermediary and the
applicable procedures are complied with.
. You file Form W-8ECI.
The rules regarding withholding are complex and vary depending on your
individual situation. They are also subject to change. In addition, special
rules apply to certain types of non-U.S. Persons, including partnerships,
trusts, and other entities treated as pass-through entities for U.S. federal
income tax purposes. We suggest that you consult with your tax advisor
regarding the specific methods for satisfying these requirements.
Sale or Retirement of Notes
If you sell a Note or it is redeemed, you will not be subject to federal
income tax on any gain unless one of the following applies:
. The gain is connected with a trade or business that you conduct in the
U.S.
. You are an individual, you are present in the U.S. for at least 183 days
during the year in which you dispose of the Note, and certain other
conditions are satisfied.
U.S. Trade or Business
If you hold your Note in connection with a trade or business that you are
conducting in the U.S.:
. Any interest on the Note, and any gain from disposing of the Note,
generally will be subject to income tax as if you were a U.S. Person.
. If you are a corporation, you may be subject to the "branch profits tax"
on your earnings that are connected with your U.S. trade or business,
including earnings from the Note. This tax is 30%, but may be reduced or
eliminated by an applicable income tax treaty.
Estate Taxes
If you are an individual, your Notes will not be subject to U.S. estate tax
when you die. However, this rule only applies if, at your death, payments on
the Notes were not connected to a trade or business that you were conducting in
the U.S.
Information Reporting and Backup Withholding
U.S. rules concerning information reporting and backup withholding are
described above. These rules apply to Non-U.S. Persons as follows:
. Principal and interest payments you receive will be automatically exempt
from the usual rules if you are a Non-U.S. Person exempt from withholding
tax on interest, as described above. The exemption does
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not apply if the withholding agent or an intermediary knows or has reason
to know that you should be subject to the usual information reporting or
backup withholding rules. In addition, as described above, interest
payments made to you may be reported to the IRS on Form 1042-S.
. Sale proceeds you receive on a sale of your Notes through a broker may be
subject to information reporting and/or backup withholding if you are not
eligible for an exemption. In particular, information reporting and
backup withholding may apply if you use the U.S. office of a broker, and
information reporting (but not backup withholding) may apply if you use
the foreign office of a broker that has certain connections to the U.S.
We suggest that you consult your tax advisor concerning information
reporting and backup withholding on a sale.
Possible European Union Requirements
The European Union is considering new procedures that would apply to you if
you are a tax resident of a member state and you receive interest on Notes
from a paying agent located in another member state. Under these procedures,
each member state would be required to provide information regarding payments
of interest or other similar income paid by a person within its jurisdiction
to an individual resident in another member state to the tax authorities of
such other member state. Certain member states would have the right to opt
instead for a transitional withholding system for such payments. We advise you
to consult your tax advisor about the possible implications of these
requirements.
The United States federal income tax discussion set forth above is included
for general information only and may not be applicable depending upon an
owner's particular situation. Owners should consult their own tax advisors
with respect to the tax consequences to them of the ownership and disposition
of the Notes, including the tax consequences under state, local, foreign and
other tax laws and the possible effects of changes in federal or other tax
laws.
S-21
UNDERWRITING
Under the terms and subject to the conditions set forth in the Underwriting
Agreement, dated November 13, 2001, the Underwriters named below have severally
agreed to purchase, and BANK ONE has agreed to sell to them, severally, the
respective principal amount of the Notes indicated opposite their respective
names below:
Principal Amount
Name of Notes
---- ----------------
Banc One Capital Markets, Inc............................ $705,000,000
Bear, Stearns & Co. Inc. ................................ 15,000,000
Morgan Stanley & Co. Incorporated........................ 15,000,000
Salomon Smith Barney Inc. ............................... 15,000,000
------------
Total................................................ $750,000,000
============
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to, among
other things, the approval of certain legal matters by their counsel and
certain other conditions. The Underwriters are obligated to take and pay for
all the Notes if any are taken.
The Underwriters propose initially to offer part of the Notes to the public
at the public offering price listed on the cover page of this prospectus
supplement, plus accrued interest, if any, from November 20, 2001 to the date
of delivery of these Notes. The Underwriters may sell the Notes in part to
certain dealers at prices that represent a concession not in excess of 0.35% of
the principal amount of the Notes. Any Underwriter may allow, and such dealers
may reallow, a concession not in excess of 0.15% of the principal amount of the
Notes to certain other dealers. After the initial offering of the Notes, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
In order to facilitate the offering of the Notes, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price
of the Notes. Specifically, the Underwriters may over-allot in connection with
this offering, creating short positions in the Notes for their own account. In
addition, to cover over-allotments or to stabilize the price of the Notes, the
Underwriters may bid for, and purchase, Notes in the open market. Finally, the
Underwriters may reclaim selling concessions allowed to an underwriter or
dealer for distributing Notes in this offering, if the Underwriters repurchase
previously distributed Notes in transactions that cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Notes above independent
market levels. The Underwriters are not required to engage in these activities,
and may end any of these activities at any time.
One of the Underwriters, Banc One Capital Markets, Inc. ("BOCM"), is an
affiliate of BANK ONE. BOCM is also an affiliate of the principal paying agent,
Bank One Trust Company, N.A. The participation of BOCM in the offer and sale of
the Notes as described in this prospectus supplement complies and will comply
with Rule 2720 of the Conduct Rules of the National Association of Securities
Dealers, Inc. (the "NASD") regarding the offer and sale of securities of an
affiliate. No NASD member participating in offers and sales of securities will
execute a transaction in the Notes in a discretionary account without the prior
specific written approval of the member's customer. Any obligation of BOCM is
the sole obligation of BOCM, and does not create any obligation on the part of
BANK ONE or any other affiliate of BOCM.
This prospectus supplement and prospectus may be used by BOCM in connection
with offers and sales related to secondary market transactions in the Notes.
BOCM may act as principal or agent in such transactions. These sales will be
made at prices related to prevailing market prices at the time of sale.
Certain of the Underwriters and their affiliates engage in transactions
with, and perform services for, BANK ONE in the ordinary course of business and
have engaged, and may in the future engage, in commercial banking and
investment transactions with BANK ONE.
S-22
The Notes are offered for sale in those jurisdictions in the United States,
Canada, Europe, Asia and elsewhere where it is lawful to make such offers.
Each of the Underwriters has represented and agreed that it has not and will
not offer, sell or deliver any of the Notes directly or indirectly, or
distribute this prospectus supplement or the prospectus or any other offering
material relating to the Notes, in or from any jurisdiction except under
circumstances that will result in compliance with the applicable laws and
regulations thereof and that will not impose any obligations on BANK ONE except
as set forth in the Underwriting Agreement.
In particular, each Underwriter has represented and agreed that:
(i) it has not offered or sold and will not offer or sell any Notes to
persons in the United Kingdom prior to the expiry of the period of six
months from the issue date of the Notes except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purpose of their businesses or
otherwise in circumstances which have not resulted and will not result in
an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995;
(ii) it has only issued or passed on and will only issue or pass on in
the United Kingdom any document received by it in connection with the issue
of the Notes to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996 (as amended) or is a person to whom such document may otherwise
lawfully be issued or passed on;
(iii) it has complied and will comply with all applicable provisions of
the Financial Services Act 1986 with respect to anything done by it in
relation to any Notes in, from or otherwise involving the United Kingdom;
and
(iv) it will not offer or sell any Notes directly or indirectly in Japan
or to, or for the benefit of any Japanese person or to others, for re-
offering or re-sale directly or indirectly in Japan or to any Japanese
person except under circumstances which will result in compliance with all
applicable laws, regulations and guidelines promulgated by the relevant
governmental and regulatory authorities in effect at the relevant time. For
purposes of this paragraph, "Japanese person" shall mean any person
resident in Japan, including any corporation or other entity organized
under the laws of Japan.
Although we have applied to list these Notes on the Luxembourg Stock
Exchange, the Notes are a new issue of securities with no established trading
market. We do not intend to list the Notes on any other securities exchange. No
assurance can be given as to the liquidity of, or the trading markets for, the
Notes. Purchasers of the Notes may be required to pay stamp taxes and other
charges in accordance with the laws and practices of the country of purchase in
addition to the issue price stated on the cover page hereof. BANK ONE has been
advised by the Underwriters for the Notes that they currently intend to make a
market in the Notes, but they are not obligated to do so and may discontinue
such market-making at any time without notice.
Expenses associated with this offering, to be paid by BANK ONE, are
estimated to be $400,000.
BANK ONE has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act.
It is expected that delivery of the Notes will be made against payment
therefor on or about November 20, 2001, which is the fifth business day
following the date of this prospectus supplement (such settlement cycle being
referred to in this prospectus supplement as "T+5"). The ability to settle
secondary market trades of the Notes effected on the date of pricing and the
succeeding business day may be affected by T+5 settlement.
S-23
NOTICE TO CANADIAN RESIDENTS
Resale Restrictions
The distribution of the Notes in Canada is being made only on a private
placement basis exempt from the requirement that BANK ONE prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of the Notes are effected. Accordingly, any resale of the Notes in
Canada must be made in accordance with applicable securities laws which will
vary depending on the relevant jurisdiction, and which may require resales to
be made in accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian securities
regulatory authority. Purchasers are advised to seek legal advice prior to any
resale of the Notes.
Representations of Purchasers
Each purchaser of Notes in Canada who receives a purchase confirmation will
be deemed to represent to BANK ONE and the dealer from whom such purchase
confirmation is received that (i) such purchaser is entitled under applicable
provincial securities laws to purchase such Notes without the benefit of a
prospectus qualified under such securities laws or an offering memorandum,
(ii) where required by law, such purchaser is purchasing as principal and not
as agent, (iii) if in Quebec, such purchaser shall be deemed to have agreed
that all documents relating to such purchase be in English only, and (iv) such
purchaser has reviewed the terms above under "Resale Restrictions."
Rights of Action and Enforcement
The securities being offered are those of foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
All of BANK ONE's directors and officers as well as the experts named herein
may be located outside of Canada and, as a result, it may not be possible for
Ontario purchasers to effect service of process within Canada on BANK ONE or
such persons. All or a substantial portion of the assets of BANK ONE and such
persons may be located outside of Canada and, as a result, it may not be
possible to satisfy a judgment against BANK ONE or such persons in Canada or to
enforce a judgment obtained in Canadian courts against BANK ONE or such persons
outside of Canada.
Notice to British Columbia Residents
A purchaser of Notes to whom the Securities Act (British Columbia) applies
is advised that such purchaser is required to file with the British Columbia
Securities Commission a report within ten days of the sale of any Notes
acquired by such purchaser pursuant to this offering. Such report must be in
the form attached to British Columbia Securities Commission Blanket Order BOR
No. 95/17, a copy of which may be obtained from BANK ONE. Only one such report
must be filed in respect of Notes acquired on the same date and under the same
prospectus exemption.
LEGAL OPINIONS
The validity of the Notes will be passed upon for BANK ONE by Christine A.
Edwards, Esq., Chief Legal Officer, Executive Vice President and Secretary of
BANK ONE, and for the Underwriters by Cravath, Swaine & Moore, Worldwide Plaza,
825 Eighth Avenue, New York, New York 10019. Cravath, Swaine & Moore has
represented and continues to represent BANK ONE from time to time in other
matters.
Christine A. Edwards owns, or has rights to acquire under BANK ONE's
employee benefit plans, an aggregate of less than 1% of the common stock of
BANK ONE.
S-24
EXPERTS
The consolidated financial statements of BANK ONE included in the Annual
Report on Form 10-K for the year ended December 31, 2000, incorporated herein
by reference have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
expert in accounting and auditing in giving said report.
S-25
GENERAL INFORMATION
Listing
We have applied to list the Notes on the Luxembourg Stock Exchange in
accordance with the rules of the Luxembourg Stock Exchange. There can be no
assurance that the Notes will be accepted for listing. In connection with the
listing application, the Restated Certificate of Incorporation, as amended, and
the By-Laws of BANK ONE and a legal notice relating to the issuance of the
Notes have been deposited prior to listing with Greffier en Chef du Tribunal
d'Arrondissement de et a Luxembourg, where copies thereof may be obtained upon
request. Copies of the above documents together with this prospectus
supplement, the accompanying prospectus, the Subordinated Indenture and BANK
ONE's current Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as all such future reports, so long as any
of the Notes are outstanding, will be made available for inspection at the main
office of Deutsche Bank Luxembourg S.A., in Luxembourg. Deutsche Bank
Luxembourg S.A. will act as intermediary between the Luxembourg Stock Exchange
and BANK ONE and the holders of the Notes. In addition, copies of the above
reports of BANK ONE may be obtained free of charge at such office. The
Underwriting Agreement will be available for inspection at Deutsche Bank
Luxembourg S.A. Deutsche Bank Luxembourg S.A. will act as intermediary between
the Luxembourg Stock Exchange and BANK ONE and the holders of the Notes so long
as the Notes are in global form.
The consolidated financial statements of BANK ONE included in the Annual
Report on Form 10-K for the year ended December 31, 2000, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto.
Material Change
Other than as disclosed or contemplated herein or in the documents
incorporated herein by reference, there has been no material adverse change in
the financial position of BANK ONE since September 30, 2001.
Litigation
Other than as disclosed or contemplated in the documents incorporated herein
by reference, neither BANK ONE nor any of its subsidiaries is involved in
litigation, arbitration, or administrative proceedings relating to claims or
amounts that are material in the context of the issue of the Notes and BANK ONE
is not aware of any such litigation, arbitration, or administrative proceedings
pending or threatened.
Authorization
Resolutions relating to the issue and sale of the Notes were adopted by the
Board of Directors of BANK ONE on September 21, 1999.
Governing Law
The Notes, the Subordinated Indenture and the Underwriting Agreement are
governed by, and shall be construed in accordance with, the laws of the State
of New York, United States of America, applicable to agreements made and to be
performed wholly within such jurisdiction.
Identification Numbers
The Notes have been accepted for clearing through Euroclear and Clearstream.
The Notes have been assigned Euroclear and Clearstream Common Code No.
013916314, International Security Identification Number (ISIN) US No.
US06423AAQ67 and CUSIP No. 06423A AQ 6.
S-26
PRINCIPAL OFFICE OF BANK ONE
1 Bank One Plaza
Chicago, Illinois 60670
TRUSTEE PRINCIPAL PAYING AGENT
AND REGISTRAR
JPMorgan Chase Bank
450 West 33rd Street Bank One Trust Company, N.A.
New York, New York 10001 1 Bank One Plaza
Chicago, Illinois 60670
LISTING AGENT LUXEMBOURG PAYING AGENT
AND TRANSFER AGENT
Deutsche Bank Luxembourg S.A.
2, Boulevard Konrad Adenauer J.P. Morgan Bank
L-1115 Luxembourg Luxembourg S.A.
5 rue Plaetis
L-2338 Luxembourg
LEGAL ADVISERS
To BANK ONE To the Underwriters
as to United States Law as to United States Law
Christine A. Edwards, Esq. Cravath, Swaine & Moore
BANK ONE CORPORATION 825 Eighth Avenue
1 Bank One Plaza New York, New York 10019
Chicago, Illinois 60670
To BANK ONE
as to the United States Tax Law
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
PROSPECTUS
[LOGO OF BANK ONE.]
$12,000,000,000
BANK ONE CORPORATION
1 Bank One Plaza, Chicago, Illinois 60670
(312) 732-4000
Debt Securities and Debt Warrants
Currency Warrants, Stock-Index Warrants and Other Warrants
Preferred Stock, Depositary Shares and Preferred Stock Warrants
Common Stock and Common Stock Warrants
This prospectus contains a general description of the securities which BANK
ONE CORPORATION may offer for sale. The specific terms of the securities will
be contained in one or more supplements to this prospectus. Read the prospectus
and any supplement carefully before you invest.
The securities will be unsecured obligations of BANK ONE CORPORATION and
will not be savings accounts, deposits or other obligations of any bank and are
not insured by the Federal Deposit Insurance Corporation, the Bank Insurance
Fund or any other governmental agency.
The common stock of BANK ONE CORPORATION is listed on the New York Stock
Exchange under the trading symbol "ONE".
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the securities to be issued under this
prospectus or determined if this prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
The date of this prospectus is June 28, 2000.
ABOUT THIS PROSPECTUS
This document is called a prospectus. To understand the terms of the
securities offered by this prospectus, you should carefully read this
prospectus with the attached prospectus supplement. This prospectus and the
prospectus supplement together give the specific terms of the securities being
offered. You should also read the documents referred to under the heading
"Where You Can Find More Information" for information on BANK ONE CORPORATION
and its financial statements. BANK ONE has its principal offices at 1 Bank One
Plaza, Chicago, Illinois (telephone: 312-732-4000). Certain capitalized terms
used in this summary are defined elsewhere in this prospectus.
BANK ONE CORPORATION, a Delaware corporation, which is also referred to as
the "Company", "BANK ONE", "us" or "we" filed a registration statement with the
Securities and Exchange Commission under a "shelf" registration procedure.
Under this procedure, BANK ONE may offer and sell from time to time, in one or
more series, up to $12,000,000,000, or the equivalent in one or more foreign
currencies, including composite currencies, of any of the following securities:
. senior or subordinated debt securities,
. debt warrants,
. currency warrants,
. stock-index warrants,
. other warrants,
. preferred stock which could be in the form of depositary shares,
. preferred stock warrants,
. common stock and
. common stock warrants.
The securities may be sold for U.S. dollars, foreign-denominated currency or
currency units. Amounts payable with respect to any securities may be payable
in U.S. dollars or foreign-denominated currency or currency units.
This prospectus provides you with a general description of the securities we
may offer. Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add, update or
change information contained in this prospectus.
The prospectus supplement may also contain information about any relevant
United States federal income tax considerations relating to the securities
covered by the prospectus supplement.
BANK ONE may sell securities to underwriters who will sell the securities to
the public on terms fixed at the time of sale. In addition, the securities may
be sold by BANK ONE directly or through dealers or agents designated from time
to time, which agents may be affiliates of BANK ONE. If BANK ONE, directly or
through agents, solicits offers to purchase the securities, BANK ONE reserves
the sole right to accept and, together with its agents, to reject, in whole or
in part, any offer.
The prospectus supplement will also contain, with respect to the securities
being sold, the names of any underwriters, dealers or agents, together with the
terms of offering, the compensation of any underwriters and the net proceeds to
BANK ONE.
2
Any underwriters, dealers or agents participating in the offering may be
deemed "underwriters" within the meaning of the Securities Act of 1933.
One or more of our subsidiaries may buy and sell any of the securities
offered by this prospectus after the securities are issued as part of their
business as a broker-dealer. Those subsidiaries may use this prospectus and the
related prospectus supplement in these transactions. Any sale by a subsidiary
will be made at the prevailing market price at the time of sale.
WHERE YOU CAN FIND MORE INFORMATION
BANK ONE has filed with the SEC a registration statement under the
Securities Act that registers the distribution of the securities. The
registration statement, including the attached exhibits and schedules, contains
additional relevant information about BANK ONE and BANK ONE's securities. The
rules and regulations of the SEC allow us to omit certain information included
in the registration statement from this prospectus.
In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following location of the SEC:
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like BANK ONE,
who file electronically with the SEC. The address of that site is
http://www.sec.gov.
You can also inspect reports, proxy statements and other information about
BANK ONE at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York, and the Chicago Stock Exchange, 440 South LaSalle Street,
Chicago, Illinois.
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be a part of this
prospectus, except for any information that is superseded by information that
is included directly in this document or in a later document that is also
incorporated by reference.
3
This prospectus incorporates by reference the documents listed below that
BANK ONE previously filed with the SEC. They contain important information
about us.
BANK ONE SEC Filings Period
-------------------- ------
Annual Report on Form 10-K.......... Year ended December 31, 1999
(as amended by a Form 10-K/A dated
April 6, 2000)
Quarterly Reports on Form 10-Q...... Quarter ended:
. March 31, 2000
Current Reports on Form 8-K......... Dated:
. January 11, 2000
. January 18, 2000
. March 20, 2000
. March 27, 2000
. April 18, 2000
. October 2, 1998 (with respect to
the description contained in this document
of BANK ONE's common stock)
BANK ONE incorporates by reference additional documents that it may file
with the SEC between the date of this prospectus and the termination of the
offering of the securities. These documents include periodic reports, such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's web site at the address
described above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this prospectus. You
can obtain documents incorporated by reference in this prospectus by requesting
them in writing or by telephone from us at the following addresses:
Investor Relations
BANK ONE CORPORATION
1 Bank One Plaza
Mail Suite IL1-0460
Chicago, Illinois 60670
Telephone (312) 732-4812
If you request any incorporated documents from us, we will mail them to you
by first class mail, or another equally prompt means, within one business day
after we receive your request.
You should rely only on the information provided in this prospectus and the
prospectus supplement, as well as the information incorporated by reference.
BANK ONE has not authorized anyone to provide you with different information.
BANK ONE is not making an offer of these securities in any state where it is
not permitted. You should not assume that the information in this prospectus,
the prospectus supplement or any other documents incorporated by reference is
accurate as of any date other than the date on the front of the applicable
document.
4
FORWARD-LOOKING STATEMENTS
This prospectus, including information included or incorporated by reference
in this prospectus, contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. In addition,
certain statements made in future SEC filings by BANK ONE, in press releases
and in oral and written statements made by BANK ONE which are not statements of
historical fact may constitute forward-looking statements. Examples of forward-
looking statements include, without limitation:
. projections of revenues, income or loss, earnings or loss per share, the
payment or nonpayment of dividends, capital structure and other financial
items;
. statements of plans and objectives of BANK ONE or its management or its
Board of Directors, including those relating to products or services;
. statements of future economic performance; and
. statements of assumptions underlying the above statements.
Words such as "believes," "anticipates," "expects," "intends," "estimates,"
"targeted" and similar expressions are intended to identify forward-looking
statements but are not the only means to identify these statements.
Forward-looking statements involve risks and uncertainties. Actual results
may differ materially from those contemplated by the forward-looking
statements. Factors which could cause this difference include, without
limitation:
. local, regional and international conditions may differ from those
assumed in the statements;
. changes in trade, monetary and fiscal policies and laws, including the
interest rate policies of the Federal Reserve Board may have an adverse
effect on BANK ONE's business;
. inflation and interest rate, market and monetary fluctuations may have a
negative impact on BANK ONE's position;
. the timely development and acceptance of new products and services and
perceived overall value of these products and services by users may be
different than anticipated;
. changes in consumer spending, borrowing and saving habits may make BANK
ONE's products or services less desirable;
. technological changes, instituted by BANK ONE and by persons by whom BANK
ONE's business may be affected, may be more difficult to accomplish or
more expensive than anticipated or may have unforeseen consequences;
. acquisitions and integration of acquired businesses may be more difficult
or expensive than expected;
. the ability to increase market share and control expenses may be more
difficult than anticipated;
. competitive pressures among financial services companies may increase
significantly;
. changes in laws and regulations (including laws and regulations
concerning taxes, banking, securities and insurance) may have an adverse
effect on BANK ONE;
. changes in accounting policies and practices, as may be adopted by
regulatory agencies and the Financial Accounting Standards Board, may
affect expected financial reporting;
. changes in BANK ONE's organization, compensation and benefit plans may
have an effect on its expected results;
5
. the costs and effects of litigation and of unexpected or adverse outcomes
in some litigation may adversely affect BANK ONE's performance;
. costs or difficulties related to the integration of the business of BANC
ONE and First Chicago NBD may be greater than expected; and
. BANK ONE's success at managing the above risks may not be as great as
anticipated.
Forward-looking statements speak only as of the date the statements are made.
BANK ONE undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the statement is made,
or to reflect the occurrence of unanticipated events.
BANK ONE CORPORATION
BANK ONE CORPORATION is a multi-bank holding company organized in 1998 under
the laws of the State of Delaware to effect the merger, effective October 2,
1998, of First Chicago NBD with BANC ONE.
Through its bank subsidiaries, BANK ONE provides domestic retail banking,
finance and credit card services; worldwide commercial banking services; and
trust and investment management services. BANK ONE operates banking offices in
Arizona, Colorado, Florida, Illinois, Indiana, Kentucky, Louisiana, Michigan,
Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. BANK ONE also owns
nonbank subsidiaries that engage in businesses related to banking and finance,
including credit card and merchant processing, consumer and education finance,
mortgage lending and servicing, insurance, venture capital, investment and
merchant banking, trust, brokerage, investment management, leasing, community
development and data processing.
BANK ONE is a legal entity separate and distinct from its affiliate banks
and its nonbank subsidiaries. Accordingly, the right of BANK ONE, and therefore
the right of BANK ONE's creditors and shareholders, to participate in any
distribution of the assets or earnings of any affiliate or subsidiary is
necessarily subject to the prior claims of creditors of that entity except to
the extent that claims of BANK ONE in its capacity as a creditor may be
recognized. The principal sources of BANK ONE's revenues are dividends,
interest on loans and fees from its affiliates and subsidiaries.
Like its predecessors, BANK ONE continually evaluates its business
operations and organizational structures and routinely explores opportunities
to (1) acquire financial institutions and other financial services-related
businesses and assets, and (2) enter into strategic alliances to expand the
scope of its services and its customer base. When consistent with its overall
business strategy, BANK ONE also will sell assets or exit certain businesses
and markets. In 1999, BANK ONE undertook several initiatives to combine its
operations under a single identity. In May, BANK ONE introduced the Bank One
name at former First Chicago NBD locations in Michigan and Florida. BANK ONE
integrated former First Chicago NBD Indiana branches with Banc One banking
centers in June. In September, substantially all Chicago metropolitan-area
banking operations were integrated under the Bank One name.
BANK ONE's executive offices are located at 1 Bank One Plaza, Chicago,
Illinois 60670, and the telephone number is (312) 732-4000.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges for BANK ONE are listed below for
the periods indicated. The ratios are computed on the basis of the total
enterprise (as defined by the SEC) by dividing earnings before fixed charges
and income taxes by fixed charges. Also listed below are the ratios of earnings
to combined fixed charges and preferred stock dividends. These ratios are
computed on the
6
basis of the total enterprise by dividing earnings before fixed charges and
income taxes by fixed charges and preferred stock dividend requirements for the
periods indicated. Fixed charges consist principally of interest expense on all
long- and short-term borrowings, excluding or including interest on deposits as
indicated.
Three Months
Ended
March 31, Year Ended December 31,
------------- -------------------------
2000 1999 1999 1998 1997 1996 1995
------ ------ ---- ---- ---- ---- ----
Earnings to Fixed Charges:
Excluding interest expense on
deposits........................... 1.8x 3.0x 2.3x 2.3x 2.4x 2.6x 2.2x
Including interest expense on
deposits........................... 1.4x 1.8x 1.6x 1.5x 1.5x 1.6x 1.5x
Earnings to Combined Fixed Charges and
Preferred Dividends:
Excluding interest expense on
deposits........................... 1.8x 3.0x 2.3x 2.3x 2.3x 2.5x 2.1x
Including interest expense on
deposits........................... 1.4x 1.8x 1.6x 1.5x 1.5x 1.6x 1.5x
USE OF PROCEEDS
BANK ONE currently intends to use the net proceeds from the sale of any
securities for general corporate purposes, which may include the reduction of
its short-term indebtedness, investments at the holding company level,
investments in or extensions of credit to its affiliates and other banks and
companies engaged in other financial service activities, possible acquisitions
and any other purpose stated in any prospectus supplement. Pending this use,
BANK ONE may temporarily invest the net proceeds. The precise amounts and
timing of the application of proceeds will depend upon the funding requirements
of BANK ONE and its affiliates and the availability of other funds. Except as
may be described in any prospectus supplement, specific allocations of the
proceeds to these purposes will not have been made at the date of that
prospectus supplement. Based upon the historical and anticipated future growth
of BANK ONE and the financial needs of its affiliates, BANK ONE anticipates
that it will, on a recurrent basis, engage in additional financings of a
character and amount to be determined as the need arises.
REGULATORY MATTERS
The following discussion describes certain of the material elements of the
regulatory framework applicable to bank holding companies and their
subsidiaries and provides certain specific information relevant to BANK ONE.
This regulatory framework is intended primarily for the protection of
depositors and the federal deposit insurance funds and not for the protection
of security holders. To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by
reference to those provisions. A change in the statutes, regulations or
regulatory policies applicable to BANK ONE or its subsidiaries may have a
material effect on the business of BANK ONE.
General
As a bank holding company, BANK ONE is subject to regulation under the Bank
Holding Company Act of 1956, and to inspection, examination and supervision by
the Board of Governors of the Federal Reserve System. Under the Bank Holding
Company Act, bank holding companies, except those that have become "financial
holding companies" as described below, generally may not own or control more
than 5% of the voting shares or substantially all the assets of any company,
including a bank, without the Federal Reserve's prior approval. In addition,
bank holding companies, except those that have become "financial holding
companies" as described below, generally may engage, directly or indirectly,
only in banking and such other activities as are determined by the
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Federal Reserve to be closely related to banking. See "--Gramm-Leach-Bliley Act
of 1999" below for a description of new banking legislation which will
significantly modify and expand the activities which certain types of financial
services companies may engage in.
Various governmental requirements, including Sections 23A and 23B of the
Federal Reserve Act, limit borrowings by BANK ONE and its nonbank subsidiaries
from BANK ONE's affiliate banks. These requirements also limit various other
transactions between BANK ONE and its nonbank subsidiaries, on the one hand,
and BANK ONE's affiliate banks, on the other. For example, Section 23A limits
to no more than 10% of its total capital the aggregate outstanding amount of
any bank's loans and other "covered transactions" with any particular nonbank
affiliate, and limits to no more than 20% of its total capital the aggregate
outstanding amount of any bank's covered transactions with all of its nonbank
affiliates. Section 23A also generally requires that a bank's loans to its
nonbank affiliates be secured, and Section 23B generally requires that a bank's
transactions with its nonbank affiliates be on arms' length terms.
Most of BANK ONE's affiliate banks are national banking associations and, as
such, are subject to regulation primarily by the Office of the Comptroller of
the Currency ("OCC") and, secondarily, by the Federal Deposit Insurance
Corporation ("FDIC") and the Federal Reserve. BANK ONE's state-chartered banks
also are subject to regulation by the FDIC and the Federal Reserve and, in
addition, by their respective state banking departments. The banks' operations
in other countries are subject to various restrictions imposed by the laws of
those countries.
Gramm-Leach-Bliley Act of 1999
The Gramm-Leach-Bliley Act of 1999 (the "GLB Act") eliminates many legal
barriers between banks and bank holding companies, on the one hand, and
securities firms, insurance companies and other financial services providers,
on the other. Among other things, the GLB Act repealed certain Glass-Steagall
Act restrictions on affiliations between banks and securities firms, and
amended the Bank Holding Company Act to permit bank holding companies that
qualify as "financial holding companies" to engage in activities, and acquire
companies engaged in activities, that are
. financial in nature;
. incidental to financial activities; or
. complementary to financial activities if the Federal Reserve Board
determines that they pose no substantial risk to the safety or soundness
of depository institutions or the financial system in general.
The GLB Act treats various lending, insurance underwriting, insurance
company portfolio investment, financial advisory, securities underwriting,
dealing and market-making, and merchant banking activities as financial in
nature for this purpose. The Federal Reserve Board, in consultation with the
Secretary of the Treasury, may add to this list. The GLB Act not only permits
bank holding companies to acquire securities and insurance firms, but also
allows such firms to acquire banks and bank holding companies.
A bank holding company may become a financial holding company only if
. all of its depository institution subsidiaries are well capitalized,
. all of its depository institution subsidiaries are well managed, and
. the bank holding company has filed with the Federal Reserve Board a
declaration that the company elects to be a financial holding company.
In addition, a bank holding company generally may not commence any new activity
or acquire any additional company as a financial holding company if any of its
depository institution subsidiaries has received a rating of less than
"satisfactory" in its most recent examination under the Community Reinvestment
Act of 1977 ("CRA").
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The GLB Act generally permits national banks to engage through special
financial subsidiaries in the financial and other incidental activities
authorized for financial holding companies by the act. However, such financial
subsidiaries may not engage in insurance or annuity underwriting, insurance
company portfolio investments, real estate investment and development or, at
least for the first five years after the GLB Act's enactment, merchant banking.
Also, the national bank in question and all its depository institution
affiliates must be well capitalized, well managed and have satisfactory CRA
ratings, and there are limits on such a bank's investments in such
subsidiaries. With certain limited exceptions, a national bank's dealings with
its financial subsidiaries are subject to Sections 23A and 23B of the Federal
Reserve Act. BANK ONE has not yet determined whether or when it may elect to
become a financial holding company or to establish a financial subsidiary.
The GLB Act also imposes new restrictions on financial institutions'
transfer and use of nonpublic personal information about their customers. Among
other things, it directs the federal banking agencies to develop new
regulations for this purpose; gives customers the right to "opt out" of having
their nonpublic personal information shared with nonaffiliated third parties;
bars financial institutions from disclosing customer account numbers or other
such access codes to nonaffiliated third parties for direct marketing purposes;
and requires annual disclosure by financial institutions of their policies and
procedures for protecting customers' nonpublic personal information.
Liability for Bank Subsidiaries
The Federal Reserve has a policy 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 maintain resources adequate to support each subsidiary bank. This
support may be required at times when BANK ONE may not have the resources to
provide it. In addition, Section 55 of the National Bank Act, permits the OCC
to order the pro rata assessment of shareholders of a national bank whose
capital has become impaired. If a shareholder fails within three months to pay
this assessment, the OCC can order the sale of the shareholder's stock to cover
the deficiency. 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 a subsidiary bank would be assumed by the bankruptcy
trustee and entitled to priority of payment.
Any depository institution insured by the FDIC can be held liable for any
loss incurred, or reasonably expected to be incurred, by the FDIC in connection
with (1) the default of a commonly controlled FDIC-insured depository
institution or (2) 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.
All of BANK ONE's subsidiary banks are FDIC-insured institutions. Also, in the
event that such a default occurred with respect to a bank, any capital loans to
the bank from its parent holding company would be subordinate in right of
payment to payment of the bank's depositors and certain of its other
obligations.
Capital Requirements
BANK ONE is subject to capital requirements and guidelines imposed by the
Federal Reserve. The OCC, the FDIC and the Federal Reserve impose similar
requirements and guidelines on BANK ONE's banks within their respective
jurisdictions. These capital requirements establish higher capital standards
for banks and bank holding companies that assume 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 risk category is
weighted differently based on the level of credit risk that is attributed to
particular assets or commitments. In addition, risk weighted assets are
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adjusted for low-level recourse and market risk equivalent assets. A bank's or
holding company's capital, in turn, is divided into three tiers:
. core ("Tier 1") capital, which includes common equity, non-cumulative
perpetual preferred stock and a limited amount of 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;
. supplementary ("Tier 2") capital, which includes, among other items,
perpetual 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; and
. market risk ("Tier 3") capital, which includes qualifying unsecured
subordinated debt.
BANK ONE, like other bank holding companies, currently is required to
maintain Tier 1 capital equal to at least 4% of its total risk-weighted assets
and total capital (the sum of Tier 1, Tier 2 and Tier 3 capital) equal to at
least 8% of its total risk-weighted assets. At March 31, 2000, BANK ONE met
both requirements, with Tier 1 capital equal to 7.7% and total capital equal to
10.6% of its total risk-weighted assets.
The Federal Reserve, the FDIC and the OCC have adopted rules to incorporate
market and interest rate risk components into their risk-based capital
standards. Under the market risk requirements, capital is allocated to support
the amount of market risk related to a financial institution's ongoing trading
activities.
The Federal Reserve also requires bank holding companies to maintain a
minimum "leverage ratio" (Tier 1 capital to adjusted average assets) of 3%, if
the holding company has the highest regulatory rating or has implemented the
risk-based capital measures for market risk, or 4% if the holding company does
not meet these requirements. At March 31, 2000, BANK ONE's leverage ratio was
7.7%.
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. Furthermore, the Federal Reserve has indicated that
it will consider a "tangible Tier I capital leverage ratio" (deducting all
intangibles) and other measures of capital strength in evaluating proposals for
expansion or new activities. The Federal Reserve has not, however, imposed any
special capital requirement on BANK ONE.
Each of the BANK ONE bank subsidiaries is subject to similar risk-based and
leverage capital requirements adopted by its applicable federal banking agency.
Each of the banks was in compliance with the applicable minimum capital
requirements as of March 31, 2000.
Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business, which are described below.
The Federal Deposit Insurance Corporation Improvement Act of 1991, among
other things, identifies five capital categories for insured depository
institutions:
. well capitalized,
. adequately capitalized,
. undercapitalized,
. significantly undercapitalized, and
. critically undercapitalized.
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The act requires the respective federal regulatory agencies to implement
systems for "prompt corrective action" for insured depository institutions that
do not meet minimum capital requirements within such categories. The act
imposes progressively more restrictive constraints on operations, management
and capital distributions, depending on the category in which an institution is
classified. Failure to meet the capital guidelines could also subject a
depository institution to capital raising requirements. An "undercapitalized"
depository institution must develop a capital restoration plan and its parent
holding company must guarantee that bank's compliance with the plan. The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5% of the depository institution's assets at the time it became
"undercapitalized" or the amount needed to comply with the plan. In the event
of the bankruptcy of the parent holding company, the guarantee would take
priority over the parent's general unsecured creditors. This act also requires
the various regulatory agencies to prescribe certain non-capital standards for
safety and soundness relating generally to operations and management, asset
quality and executive compensation and permits regulatory action against a
financial institution that does not meet these standards.
As of March 31, 2000 each BANK ONE banking subsidiary was "well
capitalized," based on the "prompt corrective action" ratios and guidelines
described above. It should be noted, however, that a bank's capital category is
determined solely for the purpose of applying the OCC's (or the FDIC's) "prompt
corrective action" regulations and that the capital category may not constitute
an accurate representation of the bank's overall financial condition or
prospects.
Dividend Restrictions
Various federal and state statutory provisions limit the amount of dividends
BANK ONE's affiliate banks can pay to BANK ONE without regulatory approval. For
example, approval generally is required for any national bank, or any state
chartered bank that is a member of the Federal Reserve System, to pay any
dividend that would cause the bank's total dividends paid during any calendar
year to exceed the sum of the bank's net income for the current year combined
with retained net income for the prior two years. Such a bank generally may not
pay any dividend in an amount greater than its net profits then on hand without
regulatory approval. At January 1, 2000, $2.5 billion of the total
stockholders' equity of the affiliate banks was available for payment of
dividends to BANK ONE without approval by the applicable regulatory authority.
In addition, federal bank regulatory authorities have authority to prohibit
BANK ONE's 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 an
unsafe or unsound practice. The ability of BANK ONE's affiliate banks to pay
dividends in the future is currently, and could be further, influenced by bank
regulatory policies and capital guidelines.
Deposit Insurance Assessments
The domestic deposits of each of BANK ONE's banks are insured up to
regulatory limits by the FDIC and, accordingly, are subject to deposit
insurance assessments to maintain the Bank Insurance Fund and Savings
Association Insurance Fund 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.
The annual insurance premiums on bank deposits insured by the Bank Insurance
Fund and the Savings Association Insurance Fund vary between $0.00 per $100 of
deposits for banks classified in the highest capital and supervisory evaluation
categories to $0.27 per $100 of deposits for banks classified in the lowest
capital and supervisory evaluation categories.
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The Deposit Insurance Funds Act of 1996 provides for additional assessments
to be imposed on insured depository institutions with respect to deposits
insured by the Bank Insurance Fund and the Savings Association Insurance Fund
to pay for the cost of Financing Corporation funding. The FDIC's current
Financing Corporation or FICO assessment rates are approximately $0.0212 per
$100 annually for both Bank Insurance Fund-assessable deposits and Savings
Association Insurance Fund-assessable deposits. The FICO assessments do not
vary depending upon a depository institution's capitalization or supervisory
evaluations.
BANK ONE's banks held approximately $10.5 billion of Savings Association
Insurance Fund-assessable deposits as of March 31, 2000.
Depositor Preference Statute
Federal law provides that deposits and certain claims for administrative
expenses and employee compensation against an insured depository institution
are given 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 depository 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 depository institution that is not well capitalized from
(1) paying an interest rate on deposits in excess of 75 basis points over
certain prevailing market rates or (2) offering "pass through" deposit
insurance on certain employee benefit plan accounts unless it provides certain
notice to affected depositors.
Interstate Banking
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 ("Riegle-Neal"), subject to certain concentration limits and other
requirements, (a) bank holding companies such as BANK ONE are permitted, 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 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 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 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.
BANK ONE might use Riegle-Neal to acquire banks in additional states and to
consolidate its current banks across state lines.
Other
BANK ONE's nonbank subsidiaries and banking-related business units are
subject to regulation by various state and federal regulatory agencies and
self-regulatory organizations. Activities subject to such regulation include
investment management, investment advisory services, commodities and securities
brokerage, insurance services and products, municipal securities dealing and
transfer agency services.
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DESCRIPTION OF DEBT SECURITIES
General
The debt securities will be unsecured and may be issued in one or more
series. The debt securities may be either senior or subordinated in priority of
payment.
. The senior securities will be issued under an Indenture dated as of
March 3, 1997, originally between BANC ONE and The Chase Manhattan Bank
("Chase"), as trustee, which was supplemented by a First Supplemental
Indenture dated as of October 2, 1998, between BANK ONE and Chase, as
trustee. We refer to this indenture as the "Senior Indenture" in this
prospectus.
. The subordinated securities will be issued under an Indenture dated as
of March 3, 1997, originally between BANC ONE and Chase, as trustee,
which was supplemented by a First Supplemental Indenture dated as of
October 2, 1998, between BANK ONE and Chase, as trustee. We refer to
this indenture as the "Subordinated Indenture" in this prospectus.
. The Senior Indenture and the Subordinated Indenture are collectively
referred to as the "Indentures".
. References to the "Trustee" will mean Chase in its capacity as trustee
under the Senior Indenture or the Subordinated Indenture, as applicable.
The statements under this caption are brief summaries of certain provisions
contained in the Indentures, do not purport to be complete and are qualified in
their entirety by reference to the applicable Indenture, copies of which are
exhibits to the registration statement. Whenever defined terms are used but not
defined in this prospectus, the terms will have the meanings given to them in
the applicable Indenture.
The following material describes certain general terms and provisions of the
debt securities to which any prospectus supplement may relate. The particular
terms of any debt securities and the extent, if any, to which these general
provisions may apply to the debt securities will be described in the prospectus
supplement relating to the debt securities.
Neither of the Indentures limits the aggregate principal amount of debt
securities which may be issued under it. Debt securities of any series may be
issued under either Indenture up to the aggregate principal amount authorized
from time to time by BANK ONE. Debt Securities may be denominated in any
currency or currency unit designated by BANK ONE. Neither the Indentures nor
the debt securities will limit or otherwise restrict the amount of other
indebtedness which may be incurred or the other securities which may be issued
by BANK ONE or any of its subsidiaries.
Debt securities of a series may be issuable in registered form without
coupons, in bearer form with or without coupons attached or in the form of one
or more global securities in registered or bearer form. Bearer securities will
be offered only to non-United States persons and to offices located outside the
United States of certain United States financial institutions.
You should refer to the applicable prospectus supplement for a description
of the following terms, where relevant, of each series of debt securities for
which this prospectus is being delivered:
. the title of the debt securities;
. any limit on the aggregate principal amount or aggregate initial public
offering price of the debt securities;
. the priority of payment of the debt securities;
. the price or prices, which may be expressed as a percentage of the
aggregate principal amount, at which the debt securities will be issued;
13
. the date or dates on which the principal of the debt securities will be
payable;
. whether the debt securities will bear interest, any rate or rates of
interest, which may be fixed or variable, or the method of determining
the rate or rates of interest;
. the date or dates from which any interest on the debt securities will
accrue, the date or dates on which any interest will be payable, the
date or dates on which payment of any interest will begin and the
regular record dates for these interest payment dates;
. the extent to which any of the debt securities will be issuable in
temporary or permanent global form, or the manner in which any interest
payable on a temporary or permanent global debt security will be paid;
. each office or agency where, subject to the terms of the applicable
Indenture, the debt securities may be presented for registration of
transfer or exchange;
. the place or places where the principal of, any premium and any interest
on the debt securities will be payable;
. any date or dates after which the debt securities may be redeemed or
purchased in whole or in part, at the option of BANK ONE or mandatorily
under any sinking, purchase or analogous fund or may be required to be
purchased or redeemed at the option of the holder, and the redemption or
repayment price or prices;
. any terms upon which the debt securities may be convertible into or
exchanged for securities or indebtedness of any kind of BANK ONE or of
any other issuer or obligor and the terms and conditions upon which a
conversion or exchange will be effected, including the initial
conversion or exchange price or rate, the conversion period and any
other additional provisions;
. the denomination or denominations in which the debt securities are
authorized to be issued;
. the currency, currencies or units based on or related to currencies for
which the debt securities may be purchased and the currency, currencies
or currency units in which the principal of, any premium and any
interest on the debt securities may be payable;
. any index used to determine the amount of payments of principal of, any
premium and any interest on the debt securities;
. whether any of the debt securities are issuable as bearer securities
and/or registered securities, and if issuable as bearer securities, any
limitations on issuance of such bearer securities and any provisions
regarding the transfer or exchange of the bearer securities including
exchange for registered debt securities of the same series;
. the payment of any additional amounts with respect to the debt
securities;
. whether any of the debt securities will be issued as original issue
discount securities;
. information with respect to any book-entry procedures;
. any additional covenants or Events of Default for a particular series of
debt securities; and
. any other terms of the debt securities not inconsistent with the
provisions of the applicable Indenture.
If any of the debt securities are sold for one or more foreign currencies or
foreign currency units or if the principal of, any premium or any interest on
any series of debt securities is payable in one or more foreign currencies or
foreign currency units, the restrictions, elections, tax consequences,
14
specific terms and other information with respect to that issue of debt
securities and the currencies or currency units will be described in the
applicable prospectus supplement. A judgment for money damages by courts in the
United States, including a money judgment based on an obligation expressed in a
foreign currency, will ordinarily be rendered only in U.S. dollars. New York
statutory law provides that a court will render a judgment or decree in the
foreign currency of the underlying obligation and that the judgment or decree
will be converted into U.S. dollars at the exchange rate prevailing on the date
of entry of the judgment or decree.
Debt securities may be issued as original issue discount debt securities
which bear no interest or interest at a rate which at the time of issuance is
below market rates. Original issue discount debt securities will be sold at a
substantial discount below the stated principal amount due at their stated
maturity. There may not be any periodic payments of interest on original issue
discount securities. In the event of an acceleration of the maturity of any
original issue discount security, the amount payable to the holder of the
original issue discount security upon acceleration will be determined in
accordance with the prospectus supplement, the terms of the security and the
Indenture, but will be an amount less than the amount payable at the stated
maturity of the principal of the original issue discount security. Federal
income tax considerations with respect to original issue discount securities
will be described in the applicable prospectus supplement.
Registration and Transfer
Debt securities normally will be issued only as registered securities. If
bearer securities are issued, the United States federal income tax consequences
and other special considerations, procedures and limitations relating to bearer
securities will be described in the applicable prospectus supplement.
Debt securities issued as registered securities will not have interest
coupons. Debt securities issued as bearer securities will have interest coupons
attached, unless issued as zero coupon securities.
Registered securities, other than a global security, may be presented for
transfer, with the form of transfer duly executed, or exchanged for other debt
securities of the same series at the office of the note registrar according to
the terms of the applicable Indenture. BANK ONE has agreed in each of the
Indentures that, with respect to registered securities having The City of New
York as a place of payment, BANK ONE will appoint a note registrar or co-note
registrar located in The City of New York for such transfer or exchange.
Transfer or exchange will be made without service charge, but BANK ONE may
require payment of any taxes or other governmental charges as described in the
applicable Indenture.
Provisions relating to the exchange of bearer securities for other debt
securities of the same series, including, if applicable, registered securities,
will be described in the applicable prospectus supplement. In no event,
however, will registered securities be exchangeable for bearer securities.
Global securities
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities. Each global security will be deposited
with, or on behalf of, a depositary identified in the applicable prospectus
supplement. Global securities may be issued in either registered or bearer form
and in either temporary or permanent form. A global security may not be
transferred except as a whole among the depositary, any successor depositary
and any of their nominees.
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The specific terms of the depositary arrangement with respect to a series of
debt securities and certain limitations and restrictions relating to a series
of bearer securities in the form of one or more global securities will be
described in the applicable prospectus supplement. BANK ONE anticipates that
the following provisions will generally apply to all depositary arrangements.
Upon the issuance of a global security, the depositary or its nominee will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the individual debt securities represented by the global
security to the accounts of persons that have accounts with the depositary. The
underwriters or agents for the debt securities will designate the appropriate
accounts. Ownership of beneficial interests in a global security will be
limited to persons that have accounts with the depositary ("participants") or
persons that may hold interests through participants. Ownership of beneficial
interests in a global security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the depositary
or its nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants).
The laws of some states require that certain purchasers of securities take
physical delivery of the securities in definitive form. These limits and laws
may impair the ability to transfer beneficial interests in a global security.
So long as the depositary or its nominee is the registered owner of a global
security, the depositary or its nominee will be considered the sole owner or
holder of the debt securities represented by the global security for all
purposes under the applicable Indenture. Except as provided below, owners of
beneficial interests in a global security
. will not be entitled to have any of the individual debt securities of the
series represented by the global security registered in their names,
. will not receive or be entitled to receive physical delivery of any debt
securities of the series in definitive form and
. will not be considered the owners or holders of the debt security under
the applicable Indenture.
Payments of principal of, any premium and any interest on individual debt
securities represented by a global security will be made to the depositary or
its nominee as the registered owner of the global security. Neither BANK ONE,
the Trustee, any paying agent nor the note registrar for the debt securities
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of
the global security or for maintaining, supervising or reviewing any records
relating to beneficial ownership interests.
Subject to certain restrictions relating to bearer securities, BANK ONE
expects that the depositary for a series of debt securities or its nominee will
credit participants' accounts immediately upon receipt of any payment on a
permanent global security representing any debt securities in amounts
proportionate to their respective beneficial interests in the principal amount
of the global security. BANK ONE also expects that payments by participants to
owners of beneficial interests in a global security held through these
participants will be governed by standing instructions and customary practices.
This is now the case with securities held for the accounts of customers in
bearer form or registered in "street name". Payments will be the responsibility
of the participants. Payments of principal, premium or interest on a temporary
global security representing bearer securities will be subject to additional
restrictions.
A global security is exchangeable for definitive debt securities registered
in the name of, and a transfer of a global security may be registered to, any
person other than the depositary or its nominee, only if:
(1) the depositary for a series of debt securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is
not appointed by BANK ONE within 90 days;
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(2) BANK ONE at any time, and in its sole discretion, determines not to have
any debt securities of a series represented by one or more global securities;
or
(3) BANK ONE, in its discretion, specifies with respect to the debt
securities of a series, that an owner of a beneficial interest in a global
security representing debt securities of the series may, on terms acceptable to
BANK ONE, the Trustee and the depositary for the global security, receive debt
securities of the series in definitive form in exchange for beneficial
interests.
In any such instance, an owner of a beneficial interest in a global security
will be entitled to physical delivery in definitive form of debt securities of
the series represented by the global security equal in principal amount to the
owner's beneficial interest and to have the debt securities registered in its
name, if the debt securities of the series are issuable as registered
securities. Debt securities of a series issued in definitive form will be
issued
. as registered securities in denominations, unless otherwise specified by
BANK ONE, of $1,000 and multiples of $1,000 if the debt securities of the
series are issuable as registered securities,
. as bearer securities in the denomination, unless otherwise specified by
BANK ONE, of $5,000 if the debt securities of the series are issuable as
bearer securities or
. as either registered or bearer securities, if the debt securities of the
series are issuable in either form.
Certain restrictions may apply, however, on the issuance of a bearer security
in definitive form in exchange for an interest in a global security.
Payment and Paying Agents
Payment of principal of, any premium and any interest on registered
securities will be made at the office of the paying agent or paying agents
designated by BANK ONE from time to time. In addition, at the option of BANK
ONE, payment of any interest may be made
. by check mailed to the person entitled to payment as that person's
address appears in the applicable note register or
. by wire transfer to an account maintained by the person entitled to
payment as specified in the applicable note register.
Payment of any installment of interest on registered securities will be made
to the person in whose name the debt security is registered at the close of
business on the regular record date for the payment.
Payment of principal of, any premium and any interest on bearer securities
will be payable, subject to any applicable laws and regulations, at the offices
of the paying agents outside the United States designated by BANK ONE from time
to time. The payment will be made, at the option of the holder, by check or by
transfer to an account maintained by the payee with a bank located outside the
United States.
17
Payment of interest on bearer securities will be made only against surrender
of the coupon relating to the interest payment date. No payment on any bearer
security will be made at any office or agency of BANK ONE in the United States
or by check mailed to any address in the United States or by transfer to an
account maintained with a bank located in the United States.
Consolidation, Merger or Sale of Assets
Each Indenture provides that BANK ONE may, without the consent of the
holders of any of the debt securities outstanding under the applicable
Indenture, consolidate with, merge into or transfer assets substantially as an
entirety to any person, provided that
. any successor assumes BANK ONE's obligations on the applicable debt
securities and under the applicable Indenture,
. after giving effect to the merger, consolidation or transfer, no Event
of Default (as defined in the Senior Indenture) in the case of the
senior securities, or Default (as defined in the Subordinated Indenture)
in the case of the subordinated securities, will have happened and be
continuing and
. certain other conditions under the applicable Indenture are met.
Any consolidation, merger or transfer of assets substantially as an
entirety, which meets the conditions described above, would not create any
Event of Default or Default which would entitle holders of the debt securities,
or the Trustee on their behalf, to take any of the actions described below
under "Senior Securities--Events of Default, Waivers, etc." or "Subordinated
Securities --Events of Default, Waivers, etc."
Leveraged and Other Transactions
Each Indenture and the debt securities do not contain provisions which would
protect holders of the debt securities in the event of a highly leveraged or
other transaction involving BANK ONE which could adversely affect the holders
of debt securities.
Modification of the Indenture; Waiver of Covenants
Each Indenture provides that, with the consent of the holders of not less
than a majority in aggregate principal amount of the outstanding debt
securities of each affected series, modifications and alterations of the
Indenture may be made which affect the rights of the holders of such debt
securities. However, no such modification or alteration may be made without the
consent of the holder of each debt security so affected which would, among
other things, (1) modify the terms of payment of principal, any premium, or
interest on the debt securities or (2) reduce the percentage in principal
amount of outstanding debt securities required to modify or alter the
Indenture.
Regarding Chase
Chase is the Trustee under both the Senior Indenture and the Subordinated
Indenture. Chase serves as trustee for certain subordinated debt securities
issued by BANK ONE under indentures originally dated as of July 1, 1986, July
15, 1992, April 30, 1993, May 17, 1995 and December 1, 1995. Chase also serves
as the institutional or property trustee under declarations of trust for four
statutory business trusts formed under the laws of the State of Delaware and
sponsored by BANK ONE. In connection with those transactions, Chase also serves
as the debt trustee under indentures originally dated as of November 15, 1996
and as of January 1, 1997, with respect to junior subordinated debentures of
BANK ONE purchased by such trusts and is the also the guarantee trustee under
each of four guarantee agreements dated as of December 3, 1996, December 5,
1996,
18
January 31, 1997 and September 20, 1999, respectively, from BANK ONE to the
applicable trust guaranteeing certain payments to such trust. Chase has a
principal corporate trust office at 450 West 33rd Street, New York, New York
10001.
Chase Manhattan Bank Delaware ("Chase Delaware"), an affiliate of Chase,
serves as trustee for subordinated debt securities issued by BANK ONE under an
indenture originally dated March 1, 1989. Chase Delaware also serves as the
Delaware trustee for the four Delaware business trusts described in the
preceding paragraph.
BANK ONE and its affiliates have normal banking relationships with Chase,
Chase Delaware and their affiliates in the ordinary course of business.
SENIOR SECURITIES
The senior securities will be direct, unsecured obligations of BANK ONE and
will rank on a parity with all outstanding unsecured senior indebtedness of
BANK ONE.
Events of Default, Waivers, Etc.
An Event of Default with respect to senior securities of any series is
defined in the Senior Indenture as
(1) default in the payment of principal of or any premium on any of the
outstanding senior securities of that series when due;
(2) default in the payment of interest on any of the outstanding senior
securities of that series when due and continuance of the default for 30
days;
(3) default in the performance of any other covenant of BANK ONE in the
Senior Indenture with respect to senior securities of the series and
continuance of the default for 90 days after written notice;
(4) certain events of bankruptcy, insolvency or reorganization of BANK
ONE; and
(5) any other event that may be specified in a prospectus supplement
with respect to any series of senior securities.
If an Event of Default with respect to any series of outstanding senior
securities occurs and is continuing, either the applicable Trustee or the
holders of not less than 25% in aggregate principal amount of the senior
securities of such series outstanding may declare the principal amount (or if
such senior securities are original issue discount securities, the portion of
the principal amount as may be specified in the terms of that series) of all
senior securities of that series to be immediately due and payable. The holders
of a majority in aggregate principal amount of the senior securities of any
series outstanding under the Senior Indenture may waive an Event of Default
resulting in acceleration of such senior securities, but only if all Events of
Default with respect to senior securities of the series have been remedied and
all payments due, other than those due as a result of acceleration, have been
made.
If an Event of Default occurs and is continuing, the applicable Trustee may,
in its discretion, proceed to protect the rights of the holders of all the
senior securities of the affected series. The Trustee must proceed to protect
those rights if requested in writing by holders of not less than a majority in
aggregate principal amount of the senior securities of any series outstanding
under the Senior Indenture and if it is given reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with the request
and subject to certain other conditions described in the Senior Indenture.
Prior to acceleration of maturity of the senior securities of any series, the
holders of a majority in aggregate principal amount of those senior securities
may waive any past default under the Senior Indenture except a default in the
payment of principal of, any premium or interest on the securities.
19
The Senior Indenture provides that upon the occurrence of an Event of
Default specified in clauses (1) or (2) of the first paragraph under "--Events
of Defaults, Waivers, etc.", BANK ONE will, upon demand of the applicable
Trustee, pay to it, for the benefit of the holder of any affected senior
security, the whole amount then due and payable on the senior securities for
principal, any premium and interest. The Senior Indenture also provides that if
BANK ONE fails to pay this amount promptly upon demand, the Trustee may, among
other things, institute a judicial proceeding for the collection of the amount
due.
The Senior Indenture also provides that despite any other provision of the
Senior Indenture, the holder of a senior security of any series will have the
right to institute suit for the enforcement of any payment of principal of, any
premium and interest on the senior security when due. This right may not be
impaired without the consent of each holder.
BANK ONE is required to file annually with the applicable Trustee a written
statement of officers as to the existence or non-existence of defaults under
the Senior Indenture or the senior securities.
SUBORDINATED SECURITIES
The subordinated securities will be direct, unsecured obligations of BANK
ONE and, unless otherwise specified in the prospectus supplement relating to a
particular series of subordinated securities, will be subject to the
subordination provisions described below.
Subordination
BANK ONE intends that the subordinated securities be treated as capital for
calculation of regulatory capital ratios. The Federal Reserve has issued
interpretations of its capital regulations indicating that subordinated debt of
bank holding companies issued on or after September 4, 1992 is includable in
capital for calculation of regulatory capital ratios only if the subordination
of the debt meets certain criteria and if the debt may be accelerated only for
bankruptcy, insolvency and similar matters. The Subordinated Indenture contains
subordination and acceleration provisions for the subordinated securities which
are intended to be consistent with these interpretations. Subordinated debt of
BANK ONE, including any of its predecessor corporations, issued after September
4, 1992, which meet the subordination interpretations of the Federal Reserve
are referred to in this prospectus supplement as "new subordinated securities".
Subordinated securities offered by this prospectus will constitute new
subordinated securities.
. Upon any distribution of assets of BANK ONE due to any dissolution,
winding up, liquidation or reorganization of BANK ONE, the payment of
the principal of, any premium and interest on the subordinated
securities is to be subordinated in right of payment, to the extent
provided in the Subordinated Indenture, to the prior payment in full of
all senior indebtedness of BANK ONE.
. In certain events of bankruptcy or insolvency of BANK ONE, the payment
of the principal of, any premium and interest on the subordinated
securities will, to the extent provided in the Subordinated Indenture,
also be effectively subordinated in right of payment to the prior
payment in full of all general obligations of BANK ONE.
. Upon any distribution of assets due to any dissolution, winding up,
liquidation or reorganization of BANK ONE, the holders of senior
indebtedness will first be entitled to receive payment in full of all
amounts due or to become due before the holders of the subordinated
securities will
20
be entitled to receive any payment in respect of the principal of, any
premium or interest on the subordinated securities.
. If after any such payment or distribution of assets to the holders of
senior indebtedness there remain any excess proceeds such as cash,
property or securities available for payment or distribution to the
subordinated securities and if, at such time, any creditors in respect
of general obligations have not received payment in full of all amounts
due or to become due on or in respect of such general obligations, then
these excess proceeds will first be applied to pay or provide for the
payment in full of the general obligations before any payment or
distribution may be made to the new subordinated securities.
. No payment may be made of the principal of, any premium or interest on
the subordinated securities, or in respect of any redemption,
retirement, purchase or other acquisition of any of the subordinated
securities, at any time when
(1) there is a default in the payment of the principal of, any premium
or interest on or otherwise in respect of any senior indebtedness or
(2) any event of default with respect to any senior indebtedness has
occurred and is continuing, or would occur as a result of such
payment on the subordinated securities or any redemption,
retirement, purchase or other acquisition of any of the subordinated
securities, permitting the holders of the senior indebtedness to
accelerate the maturity of the senior indebtedness.
. Due to the subordination provisions of the subordinated securities, in
the event of a distribution of assets upon any dissolution, winding up,
liquidation or reorganization, certain creditors of BANK ONE who are not
holders of senior indebtedness or of the subordinated securities may
recover less, ratably, than holders of senior indebtedness and may
recover more, ratably, than holders of the subordinated securities.
. Due to the subordination of payments and distributions on the new
subordinated securities to creditors in respect of general obligations,
in the event of a distribution of assets upon any dissolution, winding
up, liquidation or reorganization, holders of subordinated securities
issued prior to September 4, 1992 may recover less, ratably, than
creditors in respect of general obligations and may recover more,
ratably, than the holders of new subordinated securities.
. Subject to payment in full of all senior indebtedness, the holders of
subordinated securities will be subrogated to the rights of the holders
of senior indebtedness to receive payments or distributions of cash,
property or securities of BANK ONE applicable to senior indebtedness.
This means that the holders of the subordinated securities will be
entitled to the payments of any amounts that a holder of senior
indebtedness receives to the extent that the holder of the senior
indebtedness receives or has already received full payment of the senior
indebtedness.
. Subject to payment in full of all general obligations, the holders of
the new subordinated securities will be subrogated to the rights of the
creditors in respect of general obligations to receive payments or
distributions of cash, property or securities of BANK ONE applicable to
such creditors in respect of general obligations.
"Senior indebtedness" for purposes of the Subordinated Indenture generally
is the principal of, any premium and interest on
(1) all of BANK ONE's indebtedness for money borrowed, other than
subordinated securities and junior subordinated securities, whether
outstanding on the date of execution of the Subordinated Indenture or
created, assumed or incurred afterward, except indebtedness that is by
its terms expressly stated to be not superior in right of payment to
the subordinated securities or to rank on a parity with the
subordinated securities issued under the Subordinated Indenture; and
(2) any deferrals, renewals or extensions of any such senior indebtedness.
The term "indebtedness for money borrowed" includes, without limitation, any
obligation of, or
21
any obligation guaranteed by, BANK ONE for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for the payment of the purchase price
of property or assets. There is no limitation on the issuance of additional
senior indebtedness of BANK ONE.
The subordinated securities offered by this prospectus rank and will rank on
a parity with the currently existing subordinated indebtedness of BANK ONE,
subject to the obligations of the holders of subordinated securities (and,
generally, holders of other new subordinated securities) to pay over to
creditors in respect of general obligations any proceeds remaining after
payments and distributions to holders of senior indebtedness. In the event of a
distribution of assets of BANK ONE upon any dissolution, winding up,
liquidation or reorganization, the holders of the new subordinated securities,
including holders of the subordinated securities offered by this prospectus,
may receive less, ratably, than holders of subordinated securities issued prior
to September 4, 1992.
The subordinated securities rank and will rank senior to junior subordinated
indebtedness of BANK ONE.
"General obligations" means all obligations of BANK ONE to make payment on
account of claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements,
other than
(1) obligations on account of senior indebtedness,
(2) obligations on account of indebtedness for money borrowed ranking on
a parity with or subordinate to the subordinated securities and
(3) obligations which by their terms are expressly stated not to be
superior in right of payment to the subordinated securities or to rank on
parity with the subordinated securities.
In the event that any rule, guideline or interpretation promulgated or
issued by the Federal Reserve, or other competent regulatory agency or
authority, specifies criteria for the inclusion in regulatory capital of
subordinated debt of a bank holding company requiring that subordinated debt be
subordinated to obligations to creditors in addition to those described above,
then the term "general obligations" will also include such additional
obligations to creditors. For purposes of this definition, "claim" has the
meaning assigned in Section 101(4) of the Bankruptcy Code of 1978, as amended
to the date of the Subordinated Indenture.
"Junior subordinated indebtedness", with respect to the subordinated
securities, means the principal of, any premium and interest on all of BANK
ONE's indebtedness for money borrowed, but excluding trade accounts payable
arising in the ordinary course of business, whether outstanding on the date of
execution of the Subordinated Indenture or created, assumed or incurred
afterward and any deferrals, renewals or extensions of such debt, provided such
debt
(1) is by its terms subordinated to the subordinated securities,
(2) is between or among BANK ONE and certain affiliated financing
entities, including all debt securities and guarantees in respect of those
debt securities issued to certain financing entities or a trustee of a
financing entity sponsored by BANK ONE,
(3) is evidenced by securities issued under one of the indentures dated
either as of November 15, 1996 or as of January 1, 1997, each between BANK
ONE and The Chase Manhattan Bank, as trustee unless such securities are by
their terms senior in right of payment to the securities issued previously
under those indentures, or
(4) is a guarantee of BANK ONE on a subordinated basis under certain
guarantee agreements dated December 3, 1996, December 5, 1996, January 31,
1997 or September 20, 1999, relating to securities issued by certain
financing entities affiliated with BANK ONE.
22
The term "indebtedness for money borrowed" as used in the prior paragraph
includes, without limitation, any obligation of, or any obligation guaranteed
by, BANK ONE for the repayment of borrowed money, whether or not evidenced by
bonds, debentures, notes or other written instruments, and any deferred
obligation for the payment of the purchase price of property or assets.
As of March 31, 2000, the aggregate amount of senior indebtedness and
general obligations of BANK ONE was approximately $17.8 billion. As of March
31, 2000, $5.4 billion aggregate principal amount of existing subordinated
securities of BANK ONE would rank on a parity with the subordinated securities
offered by this prospectus.
Limited Rights of Acceleration
Payment of principal of the subordinated securities may be accelerated only
in case of the bankruptcy, insolvency or reorganization of BANK ONE. There is
no right of acceleration in the case of a default in the payment of principal
of, any premium or interest on the subordinated securities or the performance
of any other covenant of BANK ONE in the Subordinated Indenture. Payment of
principal of certain subordinated securities issued by BANK ONE prior to
September 4, 1992, may also be accelerated in the case of the bankruptcy,
insolvency or receivership of Bank One, National Association (Chicago,
Illinois), or Bank One, Michigan.
Events of Default, Defaults, Waivers, Etc.
An Event of Default with respect to subordinated securities of any series is
defined in the Subordinated Indenture as certain events involving the
bankruptcy, insolvency or reorganization of BANK ONE and any other Event of
Default provided with respect to subordinated securities of that series. A
"Default" with respect to subordinated securities of any series is defined in
the Subordinated Indenture as
(1) an Event of Default with respect to the series;
(2) default in the payment of the principal of or any premium on any
subordinated security of the series when due;
(3) default in the payment of interest upon any subordinated security of
the series when due and the continuance of the default for a period of 30
days;
(4) default in the performance of any other covenant or agreement of
BANK ONE in the Subordinated Indenture with respect to subordinated
securities of the series and continuance of the default for 90 days after
written notice; or
(5) any other Default provided with respect to subordinated securities
of the series.
If an Event of Default with respect to any series of outstanding
subordinated securities occurs and is continuing, either the applicable Trustee
or the holders of not less than 25% in aggregate principal amount of the
subordinated securities of the series may declare the principal amount, or if
such subordinated securities are original issue discount securities, the
portion of the principal amount specified in the terms of that series, of all
subordinated securities of that series to be immediately due and payable. The
holders of a majority in aggregate principal amount of the subordinated
securities of any series outstanding under the Subordinated Indenture may waive
an Event of Default resulting in acceleration of those subordinated securities,
but only if all Defaults have been remedied and all payments due, other than
those due as a result of acceleration, have been made.
23
If a Default occurs and is continuing, the Trustee may in its discretion
proceed to protect the rights of the holders of the subordinated securities of
an affected series. The Trustee must proceed to protect those rights if
requested in writing by holders of not less than a majority in aggregate
principal amount of the subordinated securities of any series outstanding under
the Subordinated Indenture and if it is given reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with the request
and subject to certain other conditions described in the Subordinated
Indenture. Prior to acceleration of maturity of the subordinated securities of
any outstanding series, the holders of a majority in aggregate principal amount
of the subordinated securities may waive any past default under the
Subordinated Indenture except a default in the payment of principal of, any
premium or interest on the subordinated securities of the series.
The Subordinated Indenture provides that in the event of a Default specified
in clauses (2) or (3) of the definition in payment of principal of, any premium
or interest on any subordinated security of any series, BANK ONE will, upon
demand of the applicable Trustee, pay to it, for the benefit of the holder of
that subordinated security, the whole amount then due and payable on that
subordinated security for principal, any premium and interest. The Subordinated
Indenture further provides that if BANK ONE fails to pay the amount promptly
upon demand, the applicable Trustee may, among other things, institute a
judicial proceeding for collection.
The Subordinated Indenture also provides that despite any other provision of
the Subordinated Indenture, the holder of any subordinated security of any
series will have the right to institute suit for the enforcement of any payment
of principal of, any premium and interest on a subordinated security on the
respective stated maturities. This right may not be impaired without the
consent of each holder.
BANK ONE is required to file annually with the applicable Trustee a written
statement of officers as to the existence or non-existence of defaults under
the subordinated Indenture or the subordinated securities.
24
DESCRIPTION OF DEBT WARRANTS
BANK ONE may issue warrants for the purchase of debt securities. Debt
warrants may be issued independently or together with any securities offered by
any prospectus supplement and may be attached to, or separate from, those
securities. The debt warrants will be issued under warrant agreements between
BANK ONE and a warrant agent named in the applicable prospectus supplement. The
debt warrant agent will act solely as an agent of BANK ONE in connection with
the debt warrants and will not assume any obligation or relationship of agency
or trust for or with any holders or beneficial owners of debt warrants.
The following summaries of certain provisions of the form of debt warrant
agreement and form of any certificate representing the debt warrants, do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the debt warrant agreement and the debt
warrant certificates, respectively, including the definitions contained in
those documents. Any debt warrant agreement or debt warrant certificate will be
filed as exhibits to, or incorporated by reference in, the registration
statement of which this prospectus forms a part.
If debt warrants are offered, the prospectus supplement will describe the
terms of the debt warrants, the debt warrant agreement relating to the debt
warrants and, if applicable, the debt warrant certificates, including the
following:
. the offering price;
. the currency or currency unit in which the price for the debt warrants
may be payable;
. the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise of the debt warrants;
. the designation and terms of any securities with which the debt warrants
are issued and the number of debt warrants issued with each security;
. if the debt securities purchasable upon exercise of debt warrants are
denominated in a currency or currency unit other than U.S. dollars, the
denomination of the debt securities and the currency or currency units
in which the principal of, any premium and interest on those debt
securities will be payable;
. the date on and after which the debt warrants and the related securities
will be separately transferable;
. the principal amount of debt securities purchasable upon exercise of a
debt warrant and the price at which, and currency or currency units in
which, the principal amount of debt securities may be purchased upon
exercise;
. the date on which the right to exercise the debt warrants will begin and
the date on which the right will end;
. a discussion of any federal income tax, accounting and other special
considerations, procedures and limitations;
. whether the debt warrants will be represented by certificates or issued
in book-entry form; and
. any other terms of the debt warrants, including terms, procedures and
limitations relating to the exchange and exercise of the debt warrants.
25
DESCRIPTION OF CURRENCY WARRANTS
BANK ONE may issue options, warrants or other rights relating to the
exchange of certain currencies which, upon exercise at a permitted time or
times in the future, entitle a holder to receive the cash settlement value of
two designated currencies. Currency warrants may be issued independently or
together with any securities offered by any prospectus supplement and may be
attached to or separate from those securities. The currency warrants will be
issued under warrant agreements between BANK ONE and a warrant agent named in
the applicable prospectus supplement. The currency warrant agent will act
solely as an agent of BANK ONE in connection with the currency warrants and
will not assume any obligation or relationship of agency or trust for or with
any holder or beneficial owners of currency warrants.
The following summaries of certain provisions of the form of currency
warrant agreement and the form of any certificate representing the currency
warrants do not purport to be complete and are subject to and are qualified in
their entirety by reference to all the provisions of the currency warrant
agreement and the currency warrant certificates, respectively, including the
definitions contained in those documents. Any currency warrant agreement or
currency warrant certificate, will be filed as an exhibit to, or incorporated
by reference in, the registration statement of which this prospectus forms a
part.
The currency warrants will not require, or entitle, any holder to sell any
foreign currency to BANK ONE. BANK ONE will make only a U.S. dollar cash
settlement upon exercise of a currency warrant and will not be obligated to
purchase or take delivery of any foreign currency from any holder of a currency
warrant.
The "cash settlement value" of an exercised currency warrant will be an
amount stated in U.S. dollars which is the greater of (1) zero and (2) an
amount equal to (a) the nominal amount of the currency warrant, minus (b) an
amount equal to the nominal amount of the currency warrant times a fraction,
the numerator of which is the strike price of the currency warrant and the
denominator of which is the spot rate of the currency warrant on the exercise
date.
. The "nominal amount" of a currency warrant refers to the principal
amount, expressed in U.S. dollars, of a base currency which is to be
compared to another second currency upon exercise of the currency
warrant. Generally, the base currency will be U.S. dollars.
. The "strike price" is the designated rate of exchange of the base
currency for the second currency which BANK ONE will specify in the
prospectus supplement relating to the currency warrants.
. The "spot rate" refers to the floating rate of exchange of the base
currency for the second currency on any given date, as quoted by a
reference bank or banks or other institution at a designated time of
day. The applicable prospectus supplement will specify the source of
this quotation.
. The "exercise date" refers to the effective date on which the holder of
a currency warrant exercises the currency warrant.
If currency warrants are offered, the prospectus supplement will describe
the terms of the currency warrants, the currency warrant agreement relating to
the currency warrants and any currency warrant certificates, including the
following:
. the aggregate number of currency warrants;
. the nominal amount of each currency warrant;
. the price of the currency warrants;
. the base currency and the second currency;
. the strike price for the currency warrants;
26
. the reference bank or banks or other institution and time of day to be
used to determine the spot rate;
. the date on which the right to exercise the currency warrants will begin
and the date on which the right will end;
. the minimum or maximum amount of currency warrants which may be
exercised at any one time;
. the place or places at which payment of the cash settlement value is to
be made by BANK ONE;
. whether the currency warrants will be represented by certificates or
issued in book-entry form;
. the method by which the currency warrants are to be exercised;
. the federal income tax consequences and other special considerations,
procedures and limitations applicable to the currency warrants; and
. any other terms of the currency warrants, including risk factors
specifically relating to the base currency or second currency and
currency warrants relating to these currencies.
DESCRIPTION OF STOCK-INDEX WARRANTS
BANK ONE may issue options, warrants or other rights which, upon exercise at
a permitted time or times in the future, entitle a holder to receive an amount
of cash determined by reference to increases and/or decreases in the level of a
specified stock index. These stock-index warrants may be issued independently
or together with other securities offered by any prospectus supplement and may
be attached to or separate from these other securities. The stock-index
warrants will be issued under one or more warrant agreements between BANK ONE
and a bank or trust company, as stock-index warrant agent, named in the
applicable prospectus supplement. The stock-index warrant agent will act solely
as an agent of BANK ONE in connection with the stock-index warrants and will
not assume any obligation or relationship of agency or trust for or with any
holder or beneficial owners of stock-index warrants.
The following summaries of certain provisions of the form of stock-index
warrant agreement and form of any certificate representing the stock-index
warrant do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all the provisions of the stock-index warrant
agreement and the stock-index warrant certificates, respectively, including the
definitions contained in those documents. Any stock-index warrant or stock-
index warrant certificate, will be filed as an exhibit to, or incorporated by
reference in, the registration statement of which this prospectus forms a part.
BANK ONE may issue stock-index warrants either in the form of stock-index
put warrants or stock-index call warrants.
. Stock-index put warrants entitle the holders to receive from BANK ONE
the stock-index cash settlement value, determined at the time of
exercise of the warrant, by reference to the amount, if any, by which
the stock-index exercise price exceeds the closing value of the stock-
index on the valuation date.
. Stock-index call warrants entitle the holders to receive from BANK ONE
the stock-index cash settlement value, determined at the time of
exercise of the warrant, by reference to the amount, if any, by which
the closing value of the index on the valuation date exceeds the stock-
index exercise price.
The prospectus supplement for the stock-index warrants will describe the
formula to determine the stock-index cash settlement value.
27
A stock-index warrant will be settled only in cash and, accordingly, will
not require or entitle a holder to sell, deliver, purchase or take delivery of
any shares of any underlying stock or any other securities. The holders will
not be entitled to any of the rights of the holders of any underlying stock.
If stock-index warrants are offered, the prospectus supplement will describe
the terms of the stock-index warrants, the stock-index warrant agreement
relating to the stock-index warrants and any stock-index warrant certificates,
including the following:
. whether the stock-index warrants are stock-index put warrants, stock-
index call warrants or both;
. the aggregate number of stock-index warrants offered;
. the offering price;
. the stock index for the stock-index warrants, which may be based on one
or more U.S. or foreign stocks or a combination and may be a preexisting
U.S. or foreign stock index compiled and published by a third party or
an index based on one or more underlying stock or stocks selected by
BANK ONE solely in connection with the issuance of the stock-index
warrants, and certain information regarding such stock index and the
underlying stock or stocks;
. the date on which the right to exercise the stock-index warrants begins
and the date on which the right ends;
. the procedures and conditions relating to exercise;
. any circumstances which will cause the stock-index warrants to be deemed
to be automatically exercised;
. any minimum number of stock-index warrants to be exercised at any one
time other than upon automatic exercise and any other restrictions on
exercise;
. any maximum number of the stock-index warrants that may, subject to BANK
ONE's election, be exercised by all owners (or by any person or entity)
on any day;
. the method of providing for a substitute index or otherwise determining
the amount payable in connection with the exercise of the stock-index
warrants if the stock index changes or ceases to be made available by
its publisher;
. any national securities exchange on which the stock-index warrants will
be listed;
. whether the stock-index warrants will be issued in certificated or book-
entry form;
. the place or places at which payment of the stock-index cash settlement
value is to be made by BANK ONE;
. information with respect to any book-entry procedures;
. the plan of distribution of the stock-index warrants;
. the identity of the stock-index warrant agent;
. any provisions permitting a holder of a stock-index warrant to condition
a stock-index exercise notice on the absence of certain specified
changes in the index value after the stock-index warrant exercise date;
and
. any other terms of the stock-index warrants, including risk factors
specifically relating to fluctuations in the applicable stock index and
possible illiquidity in the secondary market.
Prospective purchasers of stock-index warrants should be aware that special
U.S. federal income tax, accounting and other considerations may be applicable
to stock-index warrants. The prospectus supplement relating to any issue of
stock-index warrants will describe those considerations.
28
DESCRIPTION OF OTHER WARRANTS
BANK ONE may issue other options, warrants or rights, if permitted under
applicable law, to buy or sell any of the following exercise items:
. debt securities of, or guaranteed by, the United States,
. a commodity or a unit of a commodity index, or
. some other item or unit of an index, other than indices covered by
stock-index warrants.
Owners of these warrants will be entitled to receive from BANK ONE the cash
settlement value in U.S. dollars of the right to buy or sell the applicable
exercise items. An owner of these warrants will receive a cash payment upon
exercise only if the warrants have a warrant cash settlement value in excess of
zero at that time.
These warrants may be issued independently or together with other securities
offered by any prospectus supplement and may be attached to or separate from
such other securities. The warrants are to be issued under one or more warrant
agreements between BANK ONE and a bank or trust company as warrant agent named
in the applicable prospectus supplement. The warrant agent will act solely as
an agent of BANK ONE in connection with the warrants and will not assume any
obligation or relationship of agency or trust for or with any holder or
beneficial owners of the warrants.
The following summaries of certain provisions of the form of warrant
agreement and form of any certificate representing the warrants do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the warrant agreement and the warrant
certificates, respectively, including the definitions contained in these
documents. Any warrant agreement or warrant certificate will be filed as an
exhibit to, or incorporated by reference in, the registration statement of
which this prospectus forms a part.
Unless otherwise indicated in the prospectus supplement, a warrant will be
settled only in cash, in U.S. dollars, and accordingly, will not require or
entitle an owner to sell, deliver, purchase or take delivery of any exercise
items.
If these warrants are offered, the applicable prospectus supplement will
describe the terms of these warrants, including, where applicable, the
following:
. the title and aggregate number of the warrants;
. the offering price;
. the exercise items that the warrants represent the right to buy or sell;
. the procedures and conditions relating to exercise;
. the date on which the right to exercise the warrants will begin and the
date the right will end;
. the method of determining the warrant cash settlement value;
. whether the warrants will be issued in certificated or book-entry form;
. whether the warrants will be listed on a national securities exchange;
. information with respect to any book-entry procedures;
. the identity of the warrant agent; and
. any other terms of the warrants, including risk factors relating to
significant fluctuations in the market for the applicable exercise item,
the potential illiquidity of the secondary market and the risk that the
warrants may expire worthless.
29
Prospective purchasers of these warrants should be aware that special U.S.
federal income tax, accounting and other considerations may be applicable to
these warrants. The prospectus supplement relating to any issue of these
warrants will describe these considerations.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the preferred stock describes
certain general terms and provisions of the preferred stock to which any
prospectus supplement may relate. Certain other terms of any series of
preferred stock offered by any prospectus supplement will be specified in the
applicable prospectus supplement. The terms of any series of preferred stock
may differ from the terms described below. The following description of the
terms of the preferred stock does not purport to be complete and is subject to
and qualified in its entirety by reference to the certificate of designation
relating to the applicable series of preferred stock. This certificate of
designation will be filed as an exhibit to, or incorporated by reference in,
the registration statement of which this prospectus forms a part.
General
Under BANK ONE's Restated Certificate of Incorporation, the Board of
Directors of BANK ONE has the authority, without further stockholder action, to
issue from time to time a maximum of 50,000,000 shares of preferred stock,
$0.01 par value, in one or more series. These shares may be issued for such
consideration as may be fixed from time to time by the Board of Directors of
BANK ONE. The Board of Directors is also authorized to set the following terms
of a series of preferred stock before issuance:
. the designation of the series;
. the number of shares to comprise the series;
. the dividend rate or rates payable with respect to the shares of the
series;
. any redemption price or prices and the terms and conditions of the
redemption;
. any voting rights;
. any sinking fund provisions for the redemption or purchase of the shares
of the series;
. any terms and conditions upon which the shares are convertible; and
. any other relative rights, preferences and limitations pertaining to
such series.
As of March 31, 2000, BANK ONE had issued and outstanding 1,191,000 shares
of Preferred Stock with Cumulative and Adjustable Dividends, Series B ($100
stated value) and 713,800 shares of Preferred Stock with Cumulative and
Adjustable Dividends, Series C ($100 stated value).
BANK ONE may, at its option, elect to offer depositary shares each
representing a fraction of a share of a particular series of preferred stock
instead of offering full shares of a series of preferred stock.
Under interpretations adopted by the Federal Reserve, if the holders of
preferred stock of any series become entitled to vote for the election of
directors because dividends on such series are in arrears as described under
"Voting Rights" below, such series may then be deemed a "class of voting
securities" and a holder of 25% or more of such series, or a holder of 5% or
more if it otherwise exercises a "controlling influence" over BANK ONE, may
then be subject to regulation as a
30
bank holding company in accordance with the Bank Holding Company Act of 1956.
In addition, at the time a series is deemed a class of voting securities, any
other bank holding company may be required to obtain the prior approval of the
Federal Reserve Board to acquire 5% or more of the series, and any person other
than a bank holding company may be required to obtain the prior approval of the
Federal Reserve Board to acquire 10% or more of the series.
The preferred stock will have the dividend, liquidation, redemption, voting
and conversion rights described below. Reference is made to the applicable
prospectus supplement relating to the particular series of preferred stock for
specific terms, including:
. the designation, stated value and liquidation preference of the
preferred stock and the number of shares offered;
. the initial public offering price at which the shares will be issued;
. the dividend rate or rates, or method of calculation, the dividend
periods, the date on which dividends will be payable and whether the
dividends will be cumulative or noncumulative and, if cumulative, the
dates from which dividends will begin to cumulate;
. any redemption or sinking fund provisions;
. any conversion provisions;
. whether BANK ONE has elected to offer depositary shares as described
below under "Description of Depositary Shares"; and
. any additional dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions.
The preferred stock will, when issued, be fully paid and nonassessable. The
shares of each series of preferred stock will rank on a parity in all respects
with BANK ONE's existing preferred stock, described below, and any other series
of preferred stock of BANK ONE which is outstanding at the time. The preferred
stock will have no preemptive rights to subscribe for any additional securities
which may be issued by BANK ONE. First Chicago Trust Division of EquiServe
Limited Partnership, or an affiliate, will be the transfer agent and registrar
for the preferred stock.
Because BANK ONE is a holding company, its rights and the rights of holders
of its securities, including the holders of preferred stock, to participate in
the assets of any BANK ONE subsidiary upon the latter's liquidation or
recapitalization will be subject to the prior claims of such subsidiary's
creditors and preferred stockholders, except to the extent BANK ONE may itself
be a creditor with recognized claims against such subsidiary or a holder of
preferred shares of such subsidiary.
Dividends
As described in the applicable prospectus supplement, the holders of the
preferred stock will be entitled to receive dividends on such preferred stock
when and if declared by the Board of Directors of BANK ONE. These dividends
will be paid only out of funds legally available for such payment. The
dividends will be payable at such rates and on such dates as described in the
applicable prospectus supplement. The dividend rates may be fixed or variable
or both. If variable, the formula used for determining the dividend rate for
each dividend period will be specified in the applicable prospectus supplement.
Dividends will be payable to the holders of record as they appear on the
stock books of BANK ONE, or, if applicable, the records of the depositary
referred to below under "Description of Depositary Shares", on the record dates
fixed by the Board of Directors of BANK ONE. Dividends may be paid in the form
of cash, preferred stock, of the same or a different series, or common stock of
BANK ONE, in each case as specified in the applicable prospectus supplement.
31
Dividends on any series of preferred stock may be cumulative or
noncumulative, as specified in the applicable prospectus supplement. If the
Board of Directors of BANK ONE fails to declare a dividend payable on a
dividend payment date on any preferred stock for which dividends are
noncumulative, then the holders of that preferred stock will have no right to
receive a dividend in respect of the dividend period relating to that dividend
payment date. In such case, BANK ONE will have no obligation to pay the
dividend accrued for that period, whether or not dividends on the preferred
stock are declared or paid on any future dividend payment dates.
BANK ONE will not declare or pay or set apart for payment any dividends on
any series of its preferred shares ranking, as to dividends, on a parity with
or junior to the outstanding preferred stock of any other series unless:
. if the other outstanding series of preferred stock is cumulative, full
cumulative dividends have been, or contemporaneously are, declared and
paid or declared and a sum sufficient for the payment set apart for
payment on that series of preferred stock for all dividend periods
terminating on or prior to the date of payment of any dividends on the
series of preferred shares, or
. if the other series of preferred stock is noncumulative preferred stock,
full dividends for the then-current dividend period on such preferred
stock have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment set apart for payment.
When dividends are not paid in full upon preferred stock of any series and
any other shares of preferred stock of BANK ONE ranking on a parity as to
dividends with such preferred stock, all dividends declared upon the preferred
stock and any other preferred shares ranking on a parity will be declared pro
rata so that the amount of dividends declared per share on the preferred stock
and the other shares will in all cases bear to each other the same ratio that
the accrued dividends per share on the preferred stock (which will not, if such
preferred stock is noncumulative, include any accumulation for unpaid dividends
for prior dividend periods) and the other preferred shares bear to each other.
Except as described in the preceding paragraph, unless full dividends on the
outstanding cumulative preferred stock of any series have been paid for all
past dividend periods and full dividends for the then-current dividend period
on the outstanding noncumulative preferred stock of any series have been
declared and paid or declared and a sum sufficient for the payment set apart
for payment:
. no dividends (other than in common stock of BANK ONE or other shares of
BANK ONE ranking junior to the preferred stock as to dividends and upon
liquidation) will be declared or paid or set aside for payment nor any
other distribution will be made on the common stock of BANK ONE or on
any other shares of BANK ONE ranking junior to or on a parity with the
preferred stock as to dividends or upon liquidation, and
. no common stock or any other shares of BANK ONE ranking junior to or on
a parity with the preferred stock as to dividends or upon liquidation
will be redeemed, purchased or otherwise acquired for any consideration
(or any moneys be paid or made available for a sinking fund for the
redemption of any such shares) by BANK ONE or any subsidiary of BANK ONE
except by conversion into or exchange for shares of BANK ONE ranking
junior to such preferred stock as to dividends and upon liquidation.
Redemption
A series of the preferred stock may be redeemable, in whole or in part, at
the option of BANK ONE. A series of preferred stock also may be subject to
mandatory redemption pursuant to a sinking fund or otherwise. If a series of
preferred stock is subject to either an optional or mandatory
32
redemption, the terms, the times for redemption and the redemption prices will
be specified in the applicable prospectus supplement. Preferred stock redeemed
by BANK ONE will be restored to the status of authorized but unissued preferred
shares.
The prospectus supplement relating to a series of preferred stock that is
subject to mandatory redemption will specify the number of shares that will be
redeemed by BANK ONE in each year, the timing of redemption and the redemption
price per share. Generally, the redemption payment will include an amount equal
to all accrued and unpaid dividends on the preferred stock (which will not, if
such preferred stock is noncumulative, include any accumulation for unpaid
dividends for prior dividend periods) to the date of redemption. The redemption
price may be payable in cash or other property as specified in the applicable
prospectus supplement.
The redemption price for preferred stock of any series may be payable only
from the net proceeds of an issuance of capital stock of BANK ONE. The terms of
this type of preferred stock may provide that if no capital stock is issued or
the net proceeds from any issuance are insufficient to pay in full the
aggregate redemption price, then the preferred stock will automatically and
mandatorily be converted into shares of the applicable capital stock of BANK
ONE. Any conversion provisions will be specified in the applicable prospectus
supplement.
If fewer than all the outstanding shares of preferred stock of any series
are to be redeemed, the number of shares to be redeemed will be determined in a
manner determined by the Board of Directors of BANK ONE. Shares will be
redeemed pro rata from the holders of record in proportion to the number of
shares held by the holders (with adjustments to avoid redemption of fractional
shares) or by lot or by any other method determined by the Board of Directors
of BANK ONE.
If any dividends, including any accumulation on cumulative preferred stock,
of any series are in arrears, no preferred stock of that series will be
redeemed unless all outstanding preferred stock of the series is simultaneously
redeemed. Additionally, BANK ONE will not purchase or otherwise acquire any
preferred stock of the series. The foregoing, however, will not prevent the
purchase or acquisition of preferred stock of the series pursuant to a purchase
or exchange offer, provided the offer is made on the same terms to all holders
of the preferred stock of that series.
Notice of redemption will be given to each record holder of preferred stock
to be redeemed, not less than 30 nor more than 60 days prior to the date fixed
for redemption. The notice will be mailed to the respective addresses of the
holders appearing on the stock books of BANK ONE. Each notice will state:
(1) the redemption date;
(2) the number of shares and series of the preferred stock to be redeemed;
(3) the redemption price;
(4) the place or places where certificates for the preferred stock are to be
surrendered for payment of the redemption price;
(5) that dividends on the shares to be redeemed will cease to accrue on such
redemption date; and
(6) the date upon which the any conversion rights as to such shares will
terminate.
If fewer than all the shares of preferred stock of any series held by any
holder are to be redeemed, the notice mailed to the holder will also specify
the number of shares of preferred stock to be redeemed from the holder.
33
If notice of redemption of any shares of preferred stock has been given and
BANK ONE provides money for the payment of the redemption price of the shares,
from and after the redemption date, dividends on the shares will cease to
accrue and the shares will no longer be deemed to be outstanding. In addition,
all rights of the holders as shareholders of BANK ONE, except the right to
receive the redemption price, will cease at such redemption date. Upon proper
surrender of the preferred stock certificates in accordance with the redemption
notices, the redemption price described above and in the applicable prospectus
supplement will be paid out of the funds provided by BANK ONE. If fewer than
all the shares represented by any certificate are redeemed, a new certificate
will be issued representing the unredeemed shares without cost to the holder.
Conversion Rights
The prospectus supplement relating to a series of the preferred stock that
is convertible will state the terms on which shares of the series are
convertible into BANK ONE's common stock or another series of preferred stock.
Rights Upon Liquidation
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of BANK ONE, the holders of preferred stock will be entitled to
receive liquidating distributions in the amount of the liquidation preference
of the preferred stock plus accrued and unpaid dividends out of the assets of
BANK ONE available for distribution to shareholders. This liquidating
distribution will be made before any distribution of assets is made to holders
of common stock or any other class or series of shares ranking junior to the
preferred stock upon liquidation. If the preferred stock is noncumulative
preferred stock, the liquidating distribution will not include any accumulation
for unpaid dividends for prior dividend periods.
If, upon any voluntary or involuntary liquidation, dissolution or winding up
of BANK ONE, the amounts payable with respect to preferred stock of any series
and any other shares of BANK ONE ranking as to any distribution on a parity
with the preferred stock are not paid in full, the holders of the preferred
stock and of the other shares will share ratably in any distribution of assets
of BANK ONE in proportion to the full respective preferential amounts to which
they are entitled. After payment of the full amount of the liquidating
distribution to which they are entitled, the holders of preferred stock of any
series will not be entitled to any further participation in any distribution of
assets by BANK ONE.
Voting Rights
Except as indicated below or except as expressly required by applicable law,
the holders of the preferred stock will not be entitled to vote. In the event
BANK ONE issues full shares of any series of preferred stock, each share will
be entitled to one vote on matters on which holders of the series of the
preferred stock are entitled to vote. However, as more fully described under
"Description of Depositary Shares" below, if BANK ONE elects to issue
depositary shares representing a fraction of a share of a series of preferred
stock, each depositary share will, in effect, be entitled to a fraction of a
vote, rather than a full vote, per depositary share. Since each full share of
any series of preferred stock of BANK ONE will be entitled to one vote, the
voting power of a series, on matters on which holders of that series and
holders of other series of preferred stock are entitled to vote as a single
class, will depend on the number of shares in the series, not the aggregate
stated value, liquidation preference or initial offering price of the shares of
such series of preferred stock.
If the equivalent of six quarterly dividends payable on any series of
preferred stock are in default, the number of directors of BANK ONE will be
increased by two. The holders of all outstanding series of preferred stock,
voting as a single class without regard to series, will be entitled to elect
the additional two directors until all dividends in default have been paid or
declared and set apart for payment.
34
The affirmative vote or consent of the holders of at least 66 2/3 percent of
the outstanding shares of preferred stock of any series, voting as a class,
will be required for any amendment to BANK ONE's Restated Certificate of
Incorporation, or any supplemental certificate, that will adversely affect the
powers, preferences, privileges or rights of the preferred stock of the series.
The affirmative vote or consent of the holders of at least 66 2/3 percent of
the outstanding shares of preferred stock of any series and any other series of
preferred shares of BANK ONE ranking on a parity with the preferred stock of
the series as to dividends or upon liquidation, voting as a single class
without regard to series, will be required to authorize, effect or validate:
(1) the creation, authorization or issue of any shares of any class of
stock of BANK ONE ranking prior to the preferred stock of the series as to
dividends or upon liquidation, or
(2) the reclassification of any authorized stock of BANK ONE into any
prior shares, or
(3) the creation, authorization or issue of any obligation or security
convertible into or evidencing the right to purchase any prior shares.
Subject to the affirmative vote or consent of the holders of the outstanding
shares of preferred stock of any series, BANK ONE may, by resolution of its
Board of Directors or as otherwise permitted by law, from time to time alter or
change the preferences, rights or powers of the preferred stock of the series.
The holders of the preferred stock of a series will not be entitled to
participate in any vote if, at or prior to the time when any alteration or
change is to take effect, provision is made for the redemption of all the
outstanding preferred stock of the series. Nothing in this section requires a
class vote or consent in connection with the authorization, designation,
increase or issuance of any shares of any class or series, including additional
preferred stock of any series that rank junior to, or on a parity with, the
preferred stock of a series as to dividends and liquidation rights or in
connection with the authorization, designation, increase or issuance of any
bonds, mortgages, debentures or other obligations of BANK ONE.
DESCRIPTION OF DEPOSITARY SHARES
General
BANK ONE may, at its option, elect to offer fractional shares of preferred
stock rather than full shares of preferred stock. If this option is exercised,
BANK ONE will issue receipts for depositary shares, each of which will
represent a fraction of a share of the series of preferred stock as described
in the applicable prospectus supplement.
The shares of any series of preferred stock represented by depositary shares
will be deposited under a deposit agreement between BANK ONE and a bank or
trust company selected by BANK ONE. This bank or trust company will have its
principal office in the United States and have a combined capital and surplus
of at least $50,000,000. Subject to the terms of the deposit agreement, each
owner of a depositary share will be entitled to all the rights and preferences
of the preferred stock, including dividend, voting, redemption, conversion and
liquidation rights, in proportion to the applicable fraction of a share of
preferred stock represented by the depositary share.
The depositary shares will be represented by depositary receipts issued
under the deposit agreement. Depositary receipts will be distributed to those
persons purchasing the fractional shares of preferred stock in accordance with
the terms of the offering. Copies of the forms of deposit agreement and
depositary receipt will be filed as exhibits to, or incorporated by reference
in, the registration statement of which this prospectus is a part. The
following summary is qualified in its entirety by reference to these exhibits.
Unless the related depositary shares have previously been called for
redemption, upon surrender of depositary receipts at the principal office of
the preferred stock depositary, the owner of the depositary shares represented
by the receipts is entitled to the number of whole shares of preferred
35
stock and any money or other property represented by such depositary shares.
Partial shares of preferred stock will not be issued. If the depositary
receipts delivered by the holder entitle the holder to the delivery of any
fraction of a share of preferred stock, the preferred stock depositary will
deliver to the holder the whole shares of preferred stock which the holder is
entitled to and a new depositary receipt representing the fractional share
holding. After withdrawing shares of preferred stock, holders will not be
entitled to deposit shares under the deposit agreement or to receive depositary
shares for their shares of preferred stock. BANK ONE does not expect that there
will be any public trading market for withdrawn shares of preferred stock.
Dividends and Other Distributions
The preferred stock depositary will distribute all cash dividends or other
cash distributions received on the preferred stock to the record holders of
depositary shares relating to such preferred stock in proportion to the numbers
of depositary shares owned by such holders. The preferred stock depositary will
distribute only the amount, however, as can be distributed without attributing
to any holder of depositary shares a fraction of one cent. Any balance not so
distributed will be added to and treated as part of the next sum received by
the preferred stock depositary for distribution to record holders of depositary
shares.
In the event of a distribution other than in cash, the preferred stock
depositary will distribute property received by it to the record holders of
depositary shares entitled to such distribution, unless the preferred stock
depositary determines that it is not feasible to distribute the property. If
the depositary determines that distribution is not feasible, the preferred
stock depositary may, with the approval of BANK ONE, sell the property and
distribute the net proceeds from the sale to holders.
Redemption of Depositary Shares
If a series of preferred stock represented by depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds
received by the preferred stock depositary resulting from the redemption of the
series of preferred stock held by the depositary. The preferred stock
depositary will mail notice of redemption not less than 30 nor more than 60
days prior to the date fixed for redemption to the record holders of the
depositary shares to be redeemed. The notice will be mailed to the holders'
addresses appearing in the preferred stock depositary's books. The redemption
price per depositary share will be equal to the applicable fraction of the
redemption price per share payable on the series of preferred stock. Whenever
BANK ONE redeems shares of preferred stock held by the preferred stock
depositary, the depositary will redeem as of the same redemption date the
number of depositary shares representing shares of preferred stock so redeemed.
If less than all the depositary shares are to be redeemed, the depositary
shares to be redeemed will be selected by lot or pro rata as determined by the
preferred stock depositary.
After the date fixed for redemption, the depositary shares called for
redemption will no longer be deemed to be outstanding. On the redemption date,
all rights of the holders of the depositary shares will cease, except the right
to receive the moneys payable upon redemption and any money or other property
to which the holders of depositary shares were entitled upon redemption upon
surrender to the preferred stock depositary of the depositary receipts
representing the depositary shares.
Voting the preferred stock
Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the preferred stock depositary will mail the
information contained in the notice to the record holders of the depositary
shares relating to the preferred stock. Each record holder of depositary shares
on the record date, which will be the same date as the record date for the
preferred stock, will be entitled to instruct the preferred stock depositary as
to the exercise of the voting rights pertaining
36
to the amount of the preferred stock represented by the holder's depositary
shares. The preferred stock depositary will endeavor, if practicable, to vote
the amount of the preferred stock represented by depositary shares in
accordance with the instructions it receives. BANK ONE will agree to take all
action which may be deemed necessary by the preferred stock depositary in order
to enable the preferred stock depositary to do so. The preferred stock
depositary will abstain from voting shares of the preferred stock to the extent
it does not receive specific instructions from the holders of depositary shares
representing the preferred stock.
Taxation
Owners of the depositary shares will be treated for federal income tax
purposes as if they were owners of the series of preferred stock represented by
these depositary shares. Accordingly, owners will be entitled to take into
account for federal income tax purposes income and deductions to which they
would be entitled if they were holders of the series of preferred stock. In
addition,
. no gain or loss will be recognized for federal income tax purposes upon
the withdrawal of preferred stock in exchange for depositary shares as
provided in the deposit agreement,
. the tax basis of each share of preferred stock to an exchanging owner of
depositary shares will, upon exchange, be the same as the aggregate tax
basis of the depositary shares exchanged and
. the holding period for shares of the preferred stock in the hands of an
exchanging owner of depositary shares who held depositary shares as a
capital asset at the time of the exchange for preferred stock will
include the period during which the person owned the depositary shares.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt representing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between BANK ONE and the preferred stock depositary. However, any amendment
which materially and adversely alters the rights of the holders of depositary
shares will not be effective unless such amendment has been approved by the
holders of at least a majority of the outstanding depositary shares. The
deposit agreement may be terminated by BANK ONE or the preferred stock
depositary only if (1) all outstanding depositary shares have been redeemed, or
(2) there has been a final distribution on the preferred stock in connection
with any liquidation, dissolution or winding up of BANK ONE and the
distribution has been distributed to the holders of depositary receipts.
Charges of Preferred Stock Depositary
BANK ONE will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. BANK ONE will
pay charges of the preferred stock depositary in connection with the initial
deposit of the preferred stock and any redemption of the preferred stock.
Holders of depositary receipts will pay other transfer and other taxes and
governmental charges and such other charges as are expressly provided in the
deposit agreement to be for their accounts.
Miscellaneous
The preferred stock depositary will forward to the holders of depositary
shares all reports and communications from BANK ONE which are delivered to the
preferred stock depositary and which BANK ONE is required to furnish to the
holders of the preferred stock.
Neither the preferred stock depositary nor BANK ONE will be liable if it is
prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the deposit
37
agreement. The obligations of BANK ONE and the preferred stock depositary under
the deposit agreement will be limited to performance in good faith of their
duties under the agreement. They will not be obligated to prosecute or defend
any legal proceeding in respect of any depositary shares or preferred stock
unless satisfactory indemnity is furnished. They may rely upon written advice
of counsel or accountants, or information provided by persons presenting
preferred stock for deposit, holders of depositary receipts or other persons
believed to be competent and on documents believed to be genuine.
Resignation and Removal of Preferred Stock Depositary
The preferred stock depositary may resign at any time by delivering to BANK
ONE notice of its election to do so. In addition, BANK ONE may at any time
remove the preferred stock depositary. Any resignation or removal will take
effect upon the appointment of a successor preferred stock depositary and the
acceptance of the successor depositary of its appointment. A successor
preferred stock depositary must be appointed within 60 days after delivery of
the notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.
DESCRIPTION OF EXISTING PREFERRED STOCK
The outstanding Series B preferred stock and Series C preferred stock of
BANK ONE were issued as of October 2, 1998, as part of the merger of BANC ONE
and First Chicago NBD in exchange for two similar series of preferred stock of
First Chicago NBD then outstanding. The two series of preferred stock were
originally issued by a predecessor corporation of First Chicago NBD in February
1983, and February 1984, respectively. The dividend rate on each series is
adjusted quarterly, based on a formula that considers the interest rates for
selected short- and long-term U.S. Treasury securities at the time the rate is
set. The existing preferred stock ranks prior to BANK ONE's common stock, both
as to dividends and upon liquidation, but has no general voting rights, except
as described under "Description of Preferred Stock -- Voting Rights". Each
series of the preferred stock ranks on a parity with the other series of
preferred stock with respect to dividends and liquidation rights.
The Series B preferred stock is subject to a minimum annual dividend rate of
6 percent and maximum annual dividend rate of 12.00 percent. The annualized
dividend rate for the quarterly period ended May 31, 2000, is 6.00 percent.
Shares of this series are redeemable, at the option of BANK ONE, at their
stated value of $100 per share plus accrued and unpaid dividends. Shares of
this series are not convertible into other securities of BANK ONE.
The Series C preferred stock is subject to a minimum annual dividend rate of
6.50 percent and maximum annual dividend rate of 12.50 percent. The annualized
dividend rate for the quarterly period ended May 31, 2000, is 6.50 percent.
Shares of this series are redeemable, at the option of BANK ONE, at their
stated value of $100 per share plus accrued and unpaid dividends. Shares of
this series are not convertible into other securities of BANK ONE.
The shares of the outstanding existing preferred stock are listed on the New
York Stock Exchange. First Chicago Trust Division of EquiServe Limited
Partnership, or an affiliate, serves as transfer agent, registrar and dividend
disbursing agent for shares of the existing preferred stock.
38
DESCRIPTION OF PREFERRED STOCK WARRANTS
BANK ONE may issue warrants for the purchase of preferred stock. Preferred
stock warrants may be issued independently or together with other securities
offered by any prospectus supplement and may be attached to or separate from
such other securities. Each series of preferred stock warrants will be issued
under one or more warrant agreements between BANK ONE and a bank or trust
company, as preferred stock warrant agent, named in the applicable prospectus
supplement. The preferred stock warrant agent will act solely as an agent of
BANK ONE in connection with the preferred stock warrants and will not assume
any obligation or relationship of agency or trust for or with any holders of
preferred stock warrant certificates or beneficial owners of preferred stock
warrants.
The following summaries of certain provisions of the form of preferred stock
warrant agreement and form of any certificate representing the preferred stock
warrants do not purport to be complete and are subject to and are qualified in
their entirety by reference to all the provisions of the preferred stock
warrant agreement and the preferred stock warrant certificates. Any preferred
stock warrant agreement and certificate will be filed as an exhibit to, or
incorporated by reference in, the registration statement of which this
prospectus forms a part.
If preferred stock warrants are offered, the applicable prospectus
supplement will describe the terms of the preferred stock warrants, the
preferred stock warrant agreement and any preferred stock warrant certificates,
including the following, where applicable:
. the offering price;
. the designation, aggregate number and terms of the series of preferred
stock purchasable upon exercise of the preferred stock warrants and
minimum number of preferred stock warrants that are exercisable;
. the designation and terms of any securities with which the preferred
stock warrants are being offered and the number of preferred stock
warrants being offered with each security;
. any date on and after which preferred stock warrants and the related
securities will be transferable separately;
. the number and stated values of the series of preferred stock
purchasable upon exercise of each preferred stock warrant and the price
at which the number of shares of preferred stock of the series may be
purchased upon exercise;
. the date on which the right to exercise the preferred stock warrant will
begin and the date on which the right will end;
. whether the preferred stock warrants represented by the preferred stock
warrant certificates will be issued in registered or bearer form;
. information with respect to any book-entry procedures; and
. any other terms of the preferred stock warrants for the purchase of
shares of preferred stock.
Preferred stock warrant certificates may be exchanged for new preferred
stock warrant certificates of different denominations. If in registered form,
they may also be presented for registration of transfer and may be exercised at
the corporate trust office of the preferred stock warrant agent or any other
office indicated in the applicable prospectus supplement. Prior to the exercise
of any preferred stock warrant, a holder will have no rights of a holder of
shares of the preferred stock purchasable upon exercise, including the right to
receive payment of any dividends on the underlying preferred stock or the right
to vote the underlying preferred stock.
39
Prospective purchasers of preferred stock warrants should be aware that
special U.S. federal income tax, accounting and other considerations may be
applicable to preferred stock warrants. The prospectus supplement relating to
any issue of preferred stock warrants will describe these considerations.
DESCRIPTION OF COMMON STOCK WARRANTS
BANK ONE may issue warrants for the purchase of common stock. Common stock
warrants may be issued independently or together with other securities offered
by any prospectus supplement and may be attached to or separate from such
securities. Each series of common stock warrants will be issued under one or
more warrant agreements between BANK ONE and a bank or trust company, as common
stock warrant agent, named in the applicable prospectus supplement. The common
stock warrant agent will act solely as an agent of BANK ONE in connection with
the common stock warrants and will not assume any obligation or relationship of
agency or trust for or with any holders or beneficial owners of common stock
warrant.
The following summaries of certain provisions of the form of common stock
warrant agreement and any certificate representing common stock warrants do not
purport to be complete and are subject to and are qualified in their entirety
by reference to all the provisions of the common stock warrant agreement and
the common stock warrant certificate. Any common stock warrant agreement and
certificate will be filed as an exhibit to, or incorporated by reference in the
registration statement which this prospectus forms a part of.
If common stock warrants are offered, the related prospectus supplement will
describe the terms of the common stock warrants, the common stock warrant
agreement and, any common stock warrant certificates, including the following,
where applicable:
. the offering price;
. the aggregate number of shares of common stock purchasable upon exercise
of the common stock warrants and minimum number of common stock warrants
that are exercisable;
. the designation and terms of any securities offered with the common
stock warrants and the number of common stock warrants being offered
with each security;
. any date on and after which the common stock warrants and the related
securities will be transferable separately;
. the number of shares of common stock purchasable upon exercise of each
common stock warrant and the price at which the number of shares of
common stock may be purchased upon the exercise;
. the date on which the right to exercise the common stock warrants will
begin and the date on which the right will end;
. whether the common stock warrants represented by the common stock
warrant certificates will be issued in registered or bearer form;
. information with respect to any book-entry procedures; and
. any other terms of the common stock warrants for the purchase of shares
of common stock.
Common stock warrant certificates may be exchanged for new common stock
warrant certificates of different denominations. If in registered form, they
may also be presented for registration of transfer and may be exercised at the
corporate trust office of the common stock
40
warrant agent or any other office indicated in the applicable prospectus
supplement. Prior to the exercise of any common stock warrant, a holder will
have no rights of a holder of shares of the common stock purchasable upon
exercise, including the right to receive payments of any dividends on the
common stock purchasable upon exercise or to exercise any applicable right to
vote.
Prospective purchasers of common stock warrants should be aware that special
U.S. federal income tax, accounting and other considerations may be applicable
to common stock warrants. The prospectus supplement relating to any issue of
common stock warrants will describe these considerations.
DESCRIPTION OF COMMON STOCK
General
BANK ONE is authorized to issue 2,500,000,000 shares of common stock, $0.01
par value per share. As of March 31, 2000, there were outstanding 1,152,289,000
shares of BANK ONE's common stock.
Holders of BANK ONE's common stock are entitled to receive dividends when,
as and if declared by the Board of Directors out of any funds legally
available. So long as any shares of BANK ONE's preferred stock are outstanding,
however, no dividends, other than dividends payable in common stock, or other
distributions, including redemptions and purchases, may be made with respect to
the common stock unless full cumulative dividends on BANK ONE's preferred stock
have been made. Holders of BANK ONE's common stock are entitled upon the
liquidation or winding up of BANK ONE, after claims of creditors and
preferences of BANK ONE's preferred stock, to receive pro rata the net assets
of BANK ONE.
The holders of the common stock are entitled to one vote for each share held
and are vested with all of the voting power, except as the Board of Directors
of BANK ONE has provided with respect to the outstanding shares of BANK ONE's
existing preferred stock or may provide, in the future, with respect to any
other series of preferred stock which it may authorize after the date of this
prospectus. Generally, holders of BANK ONE's Series B preferred stock and
Series C preferred stock have no voting rights.
The shares of common stock have non-cumulative voting rights, which means
that the holders of more than 50% of the shares of common stock voting for the
election of directors can elect 100% of the directors standing for election at
any meeting if they choose to do so. The holders of the remaining shares voting
for the election of directors will not be able to elect any person or persons
to the Board of Directors of BANK ONE at that meeting.
BANK ONE's Restated Certificate of Incorporation includes specific
provisions with respect to mergers and other business combinations. In general,
these provisions require that, in the case of a proposed merger or other
business combination involving BANK ONE and an "interested stockholder" (as
defined in the Restated Certificate of Incorporation), the holders of at least
a majority of the voting power of all shares of voting stock held by persons
who are not interested stockholders or persons affiliated with interested
stockholders must approve this transaction, unless the business combination has
been approved by a majority of directors not affiliated with the interested
stockholder or unless certain conditions regarding minimum price and procedural
protections are met with respect to each class of BANK ONE's then outstanding
voting stock. The provisions of the Restated Certificate of Incorporation also
require that the Board of Directors will not approve a proposal for a business
combination or a tender offer until the Board of Directors has evaluated the
proposal in light of its effect on the stockholders and employees of BANK ONE
and the communities served by BANK ONE. These provisions of the Restated
Certificate of Incorporation could be used to make a change in control of BANK
ONE more difficult.
41
The issued and outstanding shares of BANK ONE's common stock are fully paid
and nonassessable. The holders of BANK ONE's common stock do not have any
preemptive rights to subscribe for additional shares of capital stock of BANK
ONE. The holders of common stock have no conversion rights. The common stock is
not subject to redemption by either BANK ONE or a stockholder. There is no
restriction on the purchase by BANK ONE of shares of common stock except for
certain regulatory limits.
BANK ONE's common stock is listed on the New York and Chicago Stock
Exchanges. First Chicago Trust Division of EquiServe Limited Partnership, or an
affiliate, is the transfer agent, registrar and dividend disbursing agent for
the common stock.
PLAN OF DISTRIBUTION
The securities may be offered and sold from time to time in one or more
transactions:
.at a fixed price or prices, which may be changed from time to time,
.at market prices prevailing at the time of sale,
.at prices related to prevailing market prices or
. at negotiated prices.
Each prospectus supplement will describe the method of distribution of the
securities offered by it.
BANK ONE may sell securities
.directly,
.through agents designated from time to time,
.through underwriting syndicates led by one or more managing underwriters
or
.through one or more underwriters acting alone.
Each prospectus supplement will describe the terms of the securities,
including the name or names of any underwriters or agents, the public offering
or purchase price and the net proceeds to BANK ONE, any underwriting discounts
and other items constituting underwriters' compensation, any discounts and
commissions allowed or paid to dealers, any commissions allowed or paid to
agents, and any securities exchange or exchanges on which such securities will
be listed. Dealer trading may take place in certain of the securities,
including securities not listed on any securities exchange.
Securities may be purchased to be reoffered to the public through
underwriting syndicates led by one or more managing underwriters, or through
one or more underwriters acting alone. The underwriter or underwriters for each
underwritten offering of securities will be named in the applicable prospectus
supplement. If an underwriting syndicate is used, the managing underwriter or
underwriters will be listed on the cover page of the prospectus supplement.
Unless otherwise described in the applicable prospectus supplement, the
obligations of the underwriters to purchase the securities will be subject to
certain prior conditions and each of the underwriters with respect to a sale of
securities will be obligated to purchase all of its securities if any are
purchased. Any initial public offering price and any discounts or concession
allowed or reallowed or paid to dealers may be changed from time to time.
Securities may be offered and sold by BANK ONE through agents designated by
BANK ONE from time to time. Any agent involved in the offer and sale of any
securities will be named, and any commissions payable by BANK ONE to an agent
will be described, in the applicable prospectus supplement. Any agent will be
acting on a reasonable efforts basis for the period of its appointment.
42
Offers to purchase securities may be solicited directly by BANK ONE and
sales may be made by BANK ONE directly to institutional investors or others who
may be deemed to be underwriters within the meaning of the Securities Act with
respect to any resale of the securities. The terms of these sales will be
described in the applicable prospectus supplement. BANK ONE may also issue
contracts which require the counterparty to purchase securities. These
contracts would be issued with securities in amounts, at prices and on terms
described in a prospectus supplement.
The anticipated place and time of delivery of securities will be described
in the applicable prospectus supplement.
If indicated in the applicable prospectus supplement, BANK ONE will
authorize underwriters or agents to solicit offers by certain institutions to
purchase securities from BANK ONE under delayed delivery contracts. These
contracts provide for payment and delivery at a future date. Institutions with
which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by BANK ONE. Unless otherwise described in the applicable prospectus
supplement, the obligations of any purchaser under any such contract will not
be subject to any conditions except that (1) the purchase of the securities
will not at the time of delivery be prohibited under applicable laws, and (2)
if the securities are also being sold to underwriters acting as principals for
their own account, the underwriters will have purchased all securities not sold
for delayed delivery. The underwriters or agents will not have any
responsibility in respect of the validity or performance of delayed delivery
contracts.
Any underwriter or agent participating in the distribution of the securities
may be deemed to be an underwriter, as that term is defined in the Securities
Act, of the securities offered and sold. Any discounts or commissions received
by them from BANK ONE and any profit realized by them on the sale or resale of
the securities may be deemed to be underwriting discounts and commissions under
the Securities Act.
Underwriters and agents may be entitled, under agreements entered into with
BANK ONE, to indemnification by BANK ONE against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which underwriters or agents may be required to make in respect of
these liabilities. Certain underwriters and agents including their associates,
may be customers of, engage in transactions with and perform services for, BANK
ONE and its subsidiaries in the ordinary course of business.
Banc One Capital Markets, Inc., an affiliate of BANK ONE, may from time to
time act as an agent or underwriter in connection with the sale of the
securities to the extent permitted by applicable law. The participation of Banc
One Capital Markets in the offer and sale of the securities will comply with
Rule 2720 of the Conduct Rules of the National Association of Securities
Dealers, Inc. regarding the offer and sale of securities of an affiliate.
This prospectus and related prospectus supplements may be used by Banc One
Capital Markets in connection with offers and sales related to secondary market
transactions in the securities to the extent permitted by applicable law. Banc
One Capital Markets may act as principal or agent in such transactions. Such
sales will be made at prices related to prevailing market prices at the time of
sale.
43
LEGAL OPINIONS
Certain legal matters relating to the securities offered by this prospectus
will be passed upon for BANK ONE by Christine A. Edwards, Executive Vice
President, Chief Legal Officer and Secretary of BANK ONE, and for any
underwriters, selling agents and certain other purchasers by Cravath, Swaine &
Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019. Cravath,
Swaine & Moore performs legal services for BANK ONE from time to time.
EXPERTS
The consolidated financial statements of BANK ONE included in the Annual
Report on Form 10-K for the year ended December 31, 1999, incorporated herein
by reference have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
expert in accounting and auditing in giving said report.
44
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$750,000,000
BANK ONE CORPORATION
5.90% Subordinated Notes Due 2011
[LOGO]
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PROSPECTUS SUPPLEMENT
November 13, 2001
(Including Prospectus
dated June 28, 2000)
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Banc One Capital Markets, Inc.
Bear, Stearns & Co. Inc.
Morgan Stanley
Salomon Smith Barney
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