SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BANK ONE Capital VI
BANK ONE CORPORATION
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(Exact name of registrant as specified in their charter)
Delaware APPLIED FOR
Delaware 31-0738296
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
BANK ONE CORPORATION
1 Bank One Plaza
Chicago, Illinois 60670
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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7.20% Preferred Securities New York Stock Exchange
issued by BANK ONE
Capital VI (and the
Guarantee by BANK
ONE CORPORATION
with respect thereto)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box [X].
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box [_].
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby consist of the 7.20%
Preferred Securities (the "Preferred Securities"), representing undivided
beneficial interests in the assets of BANK ONE Capital VI, a statutory business
trust created under the laws of the State of Delaware (the "Trust"), together
with the Preferred Securities Guarantee (the "Guarantee") by BANK ONE
CORPORATION (the "Company"), a Delaware corporation, in favor of the holders of
the Preferred Securities.
For a description of the Preferred Securities, reference is made to the
information set forth in the prospectus dated October 11, 2000, under the
heading "Description of the Preferred Securities" and "Description of Preferred
Securities Guarantees" and the information set forth in the prospectus
supplement dated September 20, 2001 under the headings "Description of the
Preferred Securities," "Description of Preferred Securities Guarantee" and
"Effect of Obligations Under the Junior Subordinated Debt Securities and the
Preferred Securities Guarantee" filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b) on September 24, 2001,
which descriptions are incorporated herein by reference. The prospectus and
prospectus supplement constitute part of the Registration Statement on Form S-3
(File No. 333-47022) filed by the Company and the Trust with the Commission.
Definitive copies of the prospectus and the prospectus supplement describing the
terms of the Preferred Securities have been filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, and are incorporated by reference into
this Registration Statement on Form 8-A.
Item 2. Exhibits.
2.1 Certificate of Trust of BANK ONE Capital VI (incorporated herein by
reference to Exhibit 4.11 to the Company's Registration Statement on
Form S-3 (File No. 333-47022).
2.2 Amended and Restated Declaration of Trust dated as of September 28,
2001 used in connection with the issuance of the Preferred Securities
(incorporated herein by reference to Exhibit 4.33 to the Company's
Current Report on Form 8-K dated September 28, 2001).
2.3 Indenture for Junior Subordinated Debt Securities, between the Company
and The Chase Manhattan Bank, as Trustee (the "Indenture")
(incorporated herein by reference to Exhibit 4(d) to the First Chicago
NBD Corporation's Registration Statement on Form S-3 (File No. 333-
15649)).
2.4 Eighth Supplemental Indenture to the Indenture, dated as of September
28, 2001 (incorporated herein by reference to Exhibit 4.32 to the
Company's Current Report on Form 8-K dated September 28, 2001).
2.5 Form of Preferred Security (included in Exhibit 2.2).
2.6 Preferred Securities Guarantee Agreement, dated as of September 28,
2001 (incorporated herein by reference to Exhibit 4.34 to the
Company's Current Report on Form 8-K dated September 28, 2001).
SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
BANK ONE CAPITAL VI
By /s/ Harry H. Hallowell
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Name: Harry H. Hallowell
Title: Regular Trustee
By /s/ Michael J. Cavanagh
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Name: Michael J. Cavanagh
Title: Regular Trustee
By /s/ Laurence Goldman
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Name: Laurence Goldman
Title: Regular Trustee
BANK ONE CORPORATION,
Sponsor of the registrant and Guarantor
under the Preferred Securities
Guarantee
By /s/ Michael J. Cavanagh
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Name: Michael J. Cavanagh
Title: Treasurer
Dated: October 3, 2001