SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 1997
(January 19, 1997)
FIRST USA PAYMENTECH, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-14224 75-2634185
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identifica
of Incorporation) tion No.)
1601 ELM STREET, SUITE 800, DALLAS, TEXAS 75201
(Address of Principal Executive Offices) (Zip Code)
214-849-2000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On January 19, 1997 Banc One Corporation, an Ohio
corporation ("Banc One"), and First USA, Inc., a Delaware
corporation ("First USA") and the majority stockholder of
First USA Paymentech, Inc., a Delaware corporation
("First USA Paymentech"), entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing, among
other things, for the merger (the "Merger") of First USA
with and into Banc One, with Banc One as the surviving
corporation following the Merger. The Merger is expected
to occur in the second quarter of calendar 1997 shortly
after all the conditions to the consummation of the
Merger, including obtaining applicable stockholder and
regulatory approvals, are met or waived. At the time of
the Merger, Banc One would succeed to First USA's
ownership interest in First USA Paymentech.
Upon consummation of the Merger, under the terms of
the First USA Paymentech, Inc. 1996 Stock Option Plan,
all of the outstanding options to purchase shares of the
common stock, par value $.01 per share (the "First USA
Paymentech Common Stock"), of First USA Paymentech issued
thereunder, whether exercisable or not, will become
exercisable, and, under the terms of the First USA
Paymentech, Inc. 1996 Restricted Stock Plan, all of the
outstanding unvested shares of First USA Paymentech
Common Stock issued thereunder will become vested. In
addition, as a result of the consummation of the Merger,
an aggregate of approximately $6.2 million in loans made
to certain of First USA Paymentech's employees to
purchase First USA Paymentech Common Stock pursuant to
stock options granted in connection with First USA
Paymentech's initial public offering will be forgiven and
any related charges to earnings would be borne by First
USA. It is contemplated under the Merger Agreement that,
in order to provide appropriate incentives to retain key
employees, First USA Paymentech will grant new options to
purchase shares of First USA Paymentech Common Stock and
shares of restricted First USA Paymentech Common Stock to
certain of its employees upon consummation of the Merger.
The Merger Agreement restricts the ability of First
USA to dispose of its ownership interest in First USA
Paymentech without Banc One's consent but does not
generally restrict the conduct of First USA Paymentech's
business and operations pending consummation of the
Merger. Although as a bank holding company, Banc One's
activities and those of its banking and nonbanking
subsidiaries are limited to the business of banking and
activities closely related or incidental to banking,
First USA Paymentech believes that, if the Merger is
completed, its status as a subsidiary of a bank holding
company will not materially restrict, curtail or
eliminate its current operations or activities, which
generally conform to these requirements. First USA
Paymentech's future operations, investments and
activities will similarly be limited to the business of
banking and activities closely related or incidental to
banking and may be subject to prior approval by the Board
of Governors of the Federal Reserve System.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: January 28, 1997
FIRST USA PAYMENTECH, INC.
(Registrant)
By: /s/ Philip E. Taken
Name: Philip E. Taken
Title: Senior Vice President and
General Counsel
