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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 24, 1997
BANC ONE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
1-8552 31-0738296
(Commission File Number) (IRS Employer Identification No.)
100 East Broad Street, Columbus, Ohio 43271
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (614) 248-5944
N/A
(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On April 24, 1997, BANC ONE CORPORATION ("BANC ONE") issued a press
release acknowledging that it has reviewed the earnings restatement reported on
April 24, 1997 by First USA, Inc. ("FUSA") and confirming that the fact of such
restatement shall not serve as the basis for terminating the proposed merger of
FUSA with and into BANC ONE (the "Merger") pursuant to the Agreement and Plan
of Merger dated as of January 19, 1997 (the "Merger Agreement") between BANC
ONE and FUSA. A copy of the press release is attached as Exhibit 99.1 hereto
and is incorporated herein by reference.
On April 23, 1997, BANC ONE and FUSA entered into an amendment (the
"Amendment") to the Merger Agreement pursuant to which BANC ONE acknowledged
that the earnings restatement described above and related accounting policy
changes and amendments to FUSA's public filings are being made with BANC ONE's
knowledge and that such matters shall not serve as a basis on which BANC ONE
may terminate the Merger Agreement or the basis on which FUSA may be deemed to
be in breach of the Merger Agreement. The Amendment also deletes from the
Merger Agreement FUSA's right to terminate the Merger Agreement if the average
closing price on the New York Stock Exchange of a share of BANC ONE common
stock during the two day period commencing at the close of business on the 10th
calendar day prior to the scheduled date for consummation of the Merger is less
than $38.60. The Merger Agreement and the Amendment are filed as Exhibits 2.1
and 2.2 hereto, respectively, and their terms are incorporated herein by
reference.
Consummation of the transactions contemplated by the Merger Agreement
is subject to the terms and conditions contained in the Merger Agreement,
including, among other things, the receipt of approval of the Merger by the
respective shareholders of FUSA and BANC ONE and the receipt of certain
regulatory approvals. The Merger and the transactions contemplated by the
Merger Agreement will be submitted for approval at meetings of the shareholders
of FUSA and BANC ONE that are expected to take place in the second quarter of
1997.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements.
NONE.
(b) Pro Forma Financial Information.
NONE.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan of Merger dated as of January
19, 1997 between BANC ONE CORPORATION and First
USA, Inc. (incorporated by reference from Exhibit 2
to the First USA, Inc. Current Report on Form 8-K
dated January 28, 1997 (File No. 1-11-3030)).
Exhibit 2.2 Amendment, dated as of April 23, 1997, to Agreement
and Plan of Merger dated as of January 19, 1997
between BANC ONE CORPORATION and First USA, Inc.
Exhibit 99.1 BANC ONE CORPORATION Press Release dated April 24,
1997 titled "BANC ONE Confirms That First USA, Inc.
Accounting Adjustments Will Not Affect Proposed
Merger."
3
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SIGNATURES
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.
BANC ONE CORPORATION
(Registrant)
Date: April 24, 1997 By: /s/ STEVEN ALAN BENNETT
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Steven Alan Bennett
Senior Vice President and
General Counsel
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Exhibit 2.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT, dated as of April 23, 1997, to Agreement and Plan of
Merger (the "Merger Agreement"), dated as of January 19, 1997, by and between
Banc One Corporation, an Ohio corporation ("Banc One"), and First USA, Inc., a
Delaware corporation ("FUSA").
WHEREAS, the Boards of Directors of Banc One and FUSA have
approved or authorized an amendment to the Merger Agreement;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, and intending to be legally bound hereby, the parties agree
as follows:
1. Section 8.1 of the Merger Agreement is hereby amended by
deleting therefrom Section 8.1(f).
2. Banc One acknowledges that it has thoroughly reviewed the
accounting policy changes and related impacts on FUSA's historical and
prospective financial statements and other financial information as set forth
in the amendments, dated as of April 24, 1997, to FUSA's Annual Report on Form
10-K for its fiscal year ended June 30, 1996 and Quarterly Reports on Form 10-Q
for its fiscal quarters ended September 30, 1996 and December 31, 1996
(collectively, the "Amended Reports") and its earning release for its fiscal
quarter ended March 31, 1997, copies of all of which have been provided to Banc
One as of April 23rd 1997. Banc One confirms that all such accounting policy
changes, related impacts and amendments to FUSA's public filings are being made
with its knowledge and that the fact of such accounting policy changes, related
impacts and amendments to FUSA's public filings shall not serve as a basis on
which Banc One may terminate the Merger Agreement or the basis on which FUSA
might be deemed to be in breach of the Merger Agreement. The amended FUSA
financial statements, as set forth in the Amended Reports, will, however, be
deemed for all purposes related to the Merger Agreement to replace the
corresponding financial statements described in Section 3.6 of the Merger
Agreement.
3. The parties agree that, except as specifically set forth in
this Amendment, all of the terms and provisions of the Merger Agreement shall
remain in full force and effect.
4. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without any regard to
applicable conflicts of law.
IN WITNESS WHEREOF, Banc One and FUSA have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of the
date first above written.
BANC ONE CORPORATION FIRST USA, INC.
By: /s/ WILLIAM P. BOARDMAN By: /s/ JOHN C. TOLLESON
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Name: William P. Boardman Name: John C. Tolleson
Title: Senior Executive Vice President Title: Chairman and Chief
Executive Officer
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Exhibit 99.1
BANC ONE CORPORATION
100 East Broad Street
Columbus, Ohio 43271-0240
NEWS RELEASE
[logo] For further information contact:
Jay S. Gould (614) 248-0189
Jacqueline R. Spak (614) 248-1280
John A. Russell (614) 248-5989
FOR RELEASE: April 24, 1997
BANC ONE CONFIRMS THAT FIRST USA, INC. ACCOUNTING ADJUSTMENTS
WILL NOT AFFECT PROPOSED MERGER
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BANC ONE CORPORATION, Columbus, Ohio (NYSE:ONE) confirmed that it has reviewed
the earnings restatement reported earlier today by First USA, Inc. (NYSE:FUS),
its announced merger partner. BANC ONE has, after this review, confirmed that
the fact of such restatement shall not serve as a basis for terminating the
transaction. The restatement reflected the adoption of two accounting policies
made in anticipation of the merger. The accounting changes have no impact on
net income previously reported by First USA for fiscal years 1995 and 1996,
though net income for fiscal 1994 increased $48 million.
One accounting change conformed the accounting treatment of marketing expense
of First USA to the practice of BANC ONE. Specifically, First USA amortized
marketing expense over a 12 month period, whereas BANC ONE reported marketing
expense in the period incurred.
The second accounting change was required to effect the historic adoption of
recording gains on securitizations of credit card receivables prior to January
1, 1997. As a result of this action, a new asset in the amount of $271 million
appears on the restated First USA balance sheet as of December 31, 1996. This
asset will be fully reduced over calendar year 1997 and will not affect 1998.
For the three months ended March 31, 1997, this reduction of the new asset
adversely impacted First USA's reported earnings by $53 million, and will
reduce earnings by a total of $176 million for the twelve months ending
December 31, 1997. The amortization of this accounting entry will not affect
cash earnings per share of either First USA or BANC ONE and will have no
adverse effect upon capital.
John B. McCoy, Chairman and Chief Executive Officer of BANC ONE CORPORATION,
said, "We remain extremely pleased with the operating trends and business
prospects of First USA. We fully anticipate First USA will meet or exceed the
earnings
-more-
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BANC ONE
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projections made at the time the acquisition was announced, excluding the
effect of the second accounting change. Further, we have every confidence that
1998 reported earnings will meet our earlier projections and expect the merger
will close by the end of the second quarter."
BANC ONE CORPORATION had assets of $101.6 billion and common equity of $8.2
billion at March 31, 1997. BANC ONE now operates 1,502 offices in Arizona,
Colorado, Illinois, Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah,
West Virginia and Wisconsin. BANC ONE also owns several additional corporations
that engage in credit card and merchant processing, consumer finance, mortgage
banking, insurance, venture capital, investment and merchant banking, trust,
brokerage, investment management, equipment leasing and data processing.
Information about BANC ONE's financial results and its
products and services can be accessed on the Internet at:
http://www.bankone.com and through InvestQuest (TM) at
http://www.investquest.com or Fax-on-demand : (614) 844-3860
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