FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of l934
Date of Report (Date of earliest event reported)
September 28, 2001
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BANK ONE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 001-15323 31-0738296
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 Bank One Plaza, Chicago, IL 60670
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 312-732-4000
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Item 5. OTHER EVENTS
On September 29, 2000 BANK ONE CORPORATION (the "Company") and the
following Delaware business trusts sponsored by the Company: BANK ONE Capital V,
BANK ONE Capital VI, BANK ONE Capital VII, BANK ONE Capital VIII, BANK ONE
Capital IX and BANK ONE Capital X (collectively, the "Trusts"), filed a
registration statement (File No. 333-47022) on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
relating to the public offering, pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Act"), of up to an aggregate of $2,000,000,000 of
securities of the Company and the Trusts. On October 11, 2000 the Registration
Statement was declared effective by the Commission.
The Company and BANK ONE Capital VI filed with the Commission on September
24, 2001 a Prospectus Supplement, dated September 20, 2001, to the Prospectus
dated October 11, 2000 relating to the sale of $525,000,000 in aggregate
liquidation amount of preferred securities to be issued by BANK ONE Capital VI
and guaranteed to the extent provided therein by the Company (the "Preferred
Securities"). On September 28, 2001, the Company and BANK ONE Capital VI closed
on the sale of the Preferred Securities to the underwriters named in the
Prospectus Supplement.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The exhibits listed below and attached hereto are hereby filed in connection
with and incorporated by reference into the Registration Statement (File No.
333-47022):
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.5 Underwriting Agreement by and among the Company,
BANK ONE Capital VI and the underwriters named therein,
dated September 20, 2001.
4.32 Eighth Supplemental Indenture dated as of September 28, 2001
relating to the Junior Subordinated Debt Securities between
the Company and The Chase Manhattan Bank, as trustee.
4.33 Amended and Restated Declaration of Trust, dated
as of September 28, 2001, of BANK ONE Capital VI.
4.34 Preferred Securities Guarantee Agreement dated as of
September 28, 2001 between the Company, as guarantor, and
The Chase Manhattan Bank, as trustee, with respect to BANK
ONE Capital VI.
8.2 Opinion of Cravath, Swaine & Moore as to certain
federal income tax matters.
23.11 Consent of Cravath, Swaine & Moore (included in Exhibit 8.2
hereto).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANK ONE CORPORATION
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(Registrant)
Date: October 3, 2001 By: /s/ Charles W. Scharf
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Title: Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Description of Sequential Page
Number Exhibit Number
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1.5 Underwriting Agreement by and among the Company,
BANK ONE Capital VI and the underwriters named therein,
dated September 20, 2001.
4.32 Eighth Supplemental Indenture dated as of September 28, 2001
relating to the Junior Subordinated Debt Securities between
the Company and The Chase Manhattan Bank, as trustee.
4.33 Amended and Restated Declaration of Trust, dated
as of September 28, 2001, of BANK ONE Capital VI.
4.34 Preferred Securities Guarantee Agreement dated as of
September 28, 2001 between the Company, as guarantor, and
The Chase Manhattan Bank, as trustee, with respect to BANK
ONE Capital VI.
8.2 Opinion of Cravath, Swaine & Moore as to certain federal
income tax matters.
23.11 Consent of Cravath, Swaine & Moore (include in Exhibit 8.2
hereto).