SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Banc One Corporation
(Name of Issuer)
Common Stock, without par value
(Title of Class and Securities)
05943810
(CUSIP Number of Class of Securities)
Philip E. Taken
First USA, Inc.
1601 Elm Street
47th Floor
Dallas, Texas 75201
Telephone: (214) 849-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Randall H. Doud
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
January 19, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
SCHEDULE 13D
CUSIP No. 05943810
First USA, Inc.
________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
75-2291060
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 85,025,391*
SHARES __________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 85,025,391*
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,025,391*
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.9%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
_____________
* Subject to the occurrence of certain events described herein, First
USA, Inc. has the option to acquire such shares. First USA, Inc.
disclaims beneficial ownership of such shares because none of the
events which would permit such option to be exercised has occurred.
This statement is being filed to report the granting by Banc
One Corporation, an Ohio corporation ("Banc One"), to First USA,
Inc., a Delaware corporation ("First USA"), of an option (the
"Option") to purchase up to 85,025,391 shares of the outstanding
common stock, without par value (the "Banc One Common Stock"), of
Banc One pursuant to a Stock Option Agreement (the "Stock Option Agree-
ment"), dated January 19, 1997, between First USA and Banc One. The
Stock Option Agreement is filed as Exhibit A hereto and is incorporated
herein by reference. The exercise of the Option is subject to the
occurrence of certain events relating to attempts by third parties
to acquire Banc One prior to the effective date of the Merger
(as hereinafter defined). First USA and Banc One have also entered
into an Agreement and Plan of Merger dated as of January 19, 1997
(the "Merger Agreement"), pursuant to which First USA will merge
with and into Banc One (the "Merger") upon the terms and subject
to the conditions provided for in the Merger Agreement. The
Merger Agreement is filed as Exhibit B hereto and is incorporated
herein by reference.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Banc One Common Stock. The
principal executive offices of Banc One are located at 100 East
Broad Street, Columbus, Ohio 43271-0251.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This statement is being filed by First USA.
The principal executive offices and principal place of business
of First USA are located at 1601 Elm Street, Dallas, Texas 75201.
First USA, through its wholly owned subsidiary, First USA
Bank, is one of the largest issuers of Visa and MasterCard credit
cards in the United States. First USA's majority owned
subsidiary, First USA Paymentech, Inc., engages in the credit
card industry primarily as a payment processor of merchant
bankcard transactions. First USA Federal Savings Bank, an
indirect wholly owned subsidiary of First USA and its newest
operating unit, is focused on expanding First USA's relationship
with its cardmembers. It offers financial products related to
significant life events of the typical household by using First
USA's existing distribution system as a conduit for delivering
multiple financial products. First USA's other business units
provide services that complement First USA Bank's, First USA
Paymentech's, Inc. and First Federal Savings Bank's business
operations.
Schedule I attached hereto sets forth certain information
with respect to each director and executive officer of First USA,
which schedule is incorporated herein by reference.
(d) and (e) During the last five years neither First USA,
nor, to the best of First USA's knowledge, any of the persons
listed on Schedule I (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described in Item 4 below, pursuant to the
terms of the Stock Option Agreement, First USA will have the
right, upon the occurrence of specified events, to purchase up to
85,025,391 shares (the "Option Shares") of Banc One Common Stock
from Banc One at a price of $45.125 per share. Should First USA
purchase Banc One Common Stock pursuant to the Stock Option
Agreement, First USA intends to finance such purchase from
available cash, including through dividends from subsidiaries,
and, to the extent necessary and available, from borrowings.
ITEM 4. PURPOSE OF THE TRANSACTION
On January 19, 1997, First USA and Banc One entered into the
Merger Agreement which provides, among other things, for the
Merger of First USA with and into Banc One, with Banc One as the
surviving corporation following the Merger.
Pursuant to the Merger Agreement, (i) each share of the
Common Stock, par value $.01 per share (the "First USA Common
Stock"), of First USA issued and outstanding immediately prior to
the Merger (other than shares of First USA Common Stock held in
First USA's treasury or held directly or indirectly by Banc One
or First USA or any of their respective wholly owned
subsidiaries, but including shares of First USA Common Stock (i)
held directly or indirectly by First USA or Banc One or any of
their respective wholly owned subsidiaries in trust accounts,
managed accounts and the like or otherwise held in a fiduciary
capacity that are beneficially owned by third parties and (ii)
held by First USA or Banc One or any of their respective
subsidiaries in respect of a debt previously contracted) will be
converted into the right to receive 1.1659 shares (the "Common
Exchange Ratio") of Banc One Common Stock and (B) each share of
the 6-1/4% Convertible Preferred Stock of First USA issued and
outstanding immediately prior to the Merger will be converted
into the right to receive one share of 6-1/4% Convertible
Preferred Stock of Banc One, which will have terms substantially
the same as the terms of the First USA 6-1/4% Convertible
Preferred Stock, except that it will be convertible into Banc One
Common Stock instead of First USA Common Stock as adjusted to
reflect the Common Exchange Ratio. Pursuant to the Merger
Agreement, First USA has agreed to call the First USA 6-1/4%
Convertible Preferred Stock for redemption on May 20, 1997, the
earliest date practicable under the terms of such securities.
Consummation of the Merger is subject to certain standard
conditions, including, but not limited to, approval of the Merger
Agreement by the stockholders of First USA and Banc One, the
receipt of all required regulatory approvals and the making of
all necessary governmental filings. Stockholder meetings to vote
on the Merger will be convened as soon as practicable and are
expected to be held in the second quarter of calendar 1997.
Stockholder approval requires the affirmative vote of a majority
of the outstanding shares of First USA Common Stock, each of
which has one vote, and First USA 6-1/4% Convertible Preferred
Stock, each of which has four-fifths of one vote, voting together
as a class, and a majority of the outstanding shares of Banc One
Common Stock.
Banc One and First USA intend that, following the Merger,
John Tolleson, the Chairman of the Board and Chief Executive
Officer of First USA, will be appointed to the Board of Directors
of Banc One. Following the Merger, Richard W. Vague, the
President of First USA, will become Chairman and Chief Executive
Officer of First USA, which will operate the combined company's
credit card operations. Mr. Vague and certain other officers of
First USA and its subsidiaries will be offered employment
agreements by Banc One which will become effective upon
consummation of the Merger.
Concurrently with the execution and delivery of the Merger
Agreement, First USA and Banc One entered the Stock Option
Agreement, pursuant to which Banc One granted First USA the
Option to purchase up to 85,025,391 shares of Banc One Common
Stock at a price of $45.125 per share. The Option will become
exercisable in whole or in part at any time prior to its
expiration if (i) Banc One or any of its subsidiaries, without
the prior written consent of First USA, enters into an agreement
with any person (other than First USA or any of its subsidiaries)
to effect any the following transactions (each, an "Acquisition
Transaction") and such Acquisition Transaction shall have
occurred: (a) a merger, consolidation or similar transaction
involving Banc One or any of its Significant subsidiaries (as
defined in Rule 1-02 of Regulation S-X promulgated by the
Securities and Exchange Commission) (other than mergers or
consolidations or similar transactions involving only Banc One
and one or more of its subsidiaries or involving only any two or
more of such subsidiaries); (b) a purchase, lease or other
acquisition of all or a substantial portion of the assets of Banc
One or any of its Significant Subsidiaries; (c) a purchase or
other acquisition (including by way of merger, consolidation,
share exchange or otherwise) of securities representing 20% or
more of the voting power of Banc One or any of its subsidiaries;
or (d) any substantially similar transaction, or (ii) any person
(other than First USA) shall have acquired beneficial ownership
of 20% or more of the outstanding shares of Banc One Common
Stock.
As more fully set forth in the Stock Option Agreement, First
USA (or a subsequent holder of the Option or Option Shares) has
the right under specified circumstances to require Banc One to
repurchase the Option or the Option Shares.
The Merger Agreement and the Stock Option Agreement are
attached hereto as exhibits and are incorporated herein by
reference in their entirety. The foregoing summaries of the
Merger Agreement and the Stock Option Agreement do not purport to
be complete and are qualified in their entirety by reference to
such exhibits.
Except as set forth in this Item 4, neither First USA nor,
to the best of the knowledge of First USA, any of the individuals
named in Schedule I hereto, has any plans or proposals which
relate to or which would result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of December 31, 1996, Banc One had 427,263,273
outstanding shares of Banc One Common Stock. As a result of the
execution of the Stock Option Agreement, pursuant to Rule
13(d)(1)(i) promulgated under the Securities and Exchange Act of
1934, as amended, First USA may be deemed to beneficially own
85,025,391 shares of Banc One Common Stock, or approximately
19.9% of the Banc One Common Stock outstanding on December 31,
1996, without giving effect to the exercise of the Option.
However, First USA expressly disclaims any beneficial ownership
of the 85,025,391 shares of Banc One Common Stock which are
obtainable by First USA upon exercise of the Option, because the
Option is exercisable only in the circumstances set forth in Item
4, none of which has occurred as of the date hereof. First USA
has no right to vote or to dispose of the shares of Banc One
Common Stock issuable upon exercise of the Option until such time
as the Option is exercised. Upon exercise of the Option, First
USA would have sole power to vote and to dispose of the shares of
Banc One Common Stock issued as a result of such exercise.
Except as set forth above or as set forth in Schedule II
hereto, neither First USA nor, to the best of First USA's
knowledge, any of the individuals named in Schedule I hereto
beneficially owns any Banc One Common Stock.
(c) Not applicable.
(d) For long as First USA has not purchased the Banc One
Common Stock subject to the Option, First USA does not have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any shares of the Banc
One Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Merger Agreement contains certain customary
restrictions on the conduct of the business of Banc One pending
the Merger, including certain customary restrictions relating to
the Banc One Common Stock. In addition, it is contemplated under
the Merger Agreement that, in order to provide appropriate
incentives to retain key employees, Banc One will grant options
to purchase shares of Banc One Common Stock and shares of
restricted Banc One Common Stock to certain employees of First
USA and its subsidiaries upon consummation of the Merger. Except
as provided in the Merger Agreement or the Stock Option Agreement
or as set forth herein, neither First USA nor, to the best of the
knowledge of First USA, any of the individuals named in Schedule
I hereto, has any contracts, arrangements, understandings or
relationships (legal or otherwise), with any person with respect
to any securities of Banc One, including, but not limited to,
transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A Stock Option Agreement, dated January 19, 1997,
between Banc One Corporation, as issuer, and First
USA, Inc., as grantee, filed as Exhibit 99.2 to
First USA, Inc.'s Current Report on Form 8-K filed
January 28, 1997 and incorporated by reference
herein.
Exhibit B Agreement and Plan of Merger, dated as of January
19, 1997, by and between Banc One Corporation and
First USA, Inc., filed as Exhibit 2.1 to First USA,
Inc.'s Current Report on Form 8-K filed January 28,
1997 and incorporated by reference herein.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: January 29, 1997
First USA, Inc.
By: /s/ Philip E. Taken
Name: Philip E. Taken
Title: Senior Vice President and
General Counsel
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
FIRST USA, INC.
Set forth below is the name, present principal occupation
and address of any corporation or other organization in which
such employment is conducted, of each director and executive
officer of First USA, Inc. Unless otherwise indicated, each
person identified below is principally employed by First USA,
Inc. The principal address of First USA, Inc. and, unless
otherwise indicated below, the current business address for each
individual listed below is 1601 Elm Street, Dallas, Texas 75201.
Each individual listed below is a citizen of the United States.
Name and Address Present Principal Occupation or
________________ Employment
_______________________________
John C. Tolleson Chairman of the Board and Chief
Executive Officer
Richard W. Vague President and Director; Chairman of
c/o First USA Bank the Board and Chief Executive
Three Christina Centre Officer of First USA Bank
201 North Walnut Street
Wilmington, Delaware
19801
Jack M. Antonini Vice Chairman and Chief Financial
Officer
Gerald S. Armstrong Director; Partner and Director of
Stonington Partners, Inc. (a
private investment firm)
Peter W. Atwater Executive Vice President and
Treasurer
Daniel C. Barr Executive Vice President - Human
Resources
Gene H. Bishop Director
Geoffrey G. J. Chittenden Executive Vice President and Chief
c/o First USA Bank Information Officer of First USA
Three Christina Centre Bank
201 Walnut Street
Wilmington, Delaware
19801
Randy L. Christofferson President and Director of First USA
c/o First USA Bank Bank
Three Christina Centre
201 Walnut Street
Wilmington, Delaware
19801
George P. Hubley Executive Vice President, Chief
c/o First USA Bank Financial Officer and Director of
Three Christina Centre First USA Bank
201 Walnut Street
Wilmington, Delaware
19801
Gary J. Marino Executive Vice President - Credit
c/o First USA Bank Policy and Marketing of First USA
Three Christina Centre Bank
201 Walnut Street
Wilmington, Delaware
19801
Kevin D. Murphy Executive Vice President -
c/o First USA Bank Collections of First USA Bank
Three Christina Centre
201 Walnut Street
Wilmington, Delaware
19801
Pamela H. Patsley Executive Vice President and
Secretary; President and Chief
Executive Officer of First USA
Paymentech, Inc.
Charles T. Russell Director
Rupinder S. Sidhu Director; President of Merion
Capital Management LLC (a private
investment firm)
Roger T. Staubach Director; Chairman and Chief
Executive Officer of The Staubach
Company
James W. Stewart, III Executive Vice President -
c/o First USA Bank Partnership Marketing of First USA
Three Christina Centre Bank
201 Walnut Street
Wilmington, Delaware
19801
Catherine G. West Executive Vice President -
c/o First USA Bank Cardmember Service of First USA
Three Christina Centre Bank
201 Walnut Street
Wilmington, Delaware
19801
Carl H. Westcott Director
SCHEDULE II
BENEFICIAL OWNERSHIP OF BANC ONE COMMON STOCK
As of January 29, 1997, Gene H. Bishop, a member of the
Board of Directors of First USA, may be deemed to be the
beneficial owner of an aggregate of 2,480 shares of Banc One
Common Stock, or less than 1% of the Banc One Common Stock
outstanding on December 31, 1996, which are held by Mr. Bishop's
children or which are held by Mr. Bishop in custodian accounts
for his children. Mr. Bishop disclaims beneficial ownership of
such shares. Mr. Bishop has the sole power to vote or direct the
vote and sole power to dispose or direct the disposition of such
shares.
Exhibit Index
Exhibit A Stock Option Agreement, dated January 19, 1997,
between Banc One Corporation, as issuer, and First
USA, Inc., as grantee, filed as exhibit 99.2 to
First USA, Inc.'s Current Report on Form 8-K filed
January 28, 1997 and incorporated by reference
herein.
Exhibit B Agreement and Plan of Merger, dated as of January
19, 1997, by and between Banc One Corporation and
First USA, Inc., filed as exhibit 2.1 to First
USA, Inc.'s Current Report on Form 8-K filed
January 28, 1997 and incorporated by reference
herein.
