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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1/)
FIRST USA, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
33743H10
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(CUSIP Number)
Steven Alan Bennett
Senior Vice President and General Counsel
BANC ONE CORPORATION
P.O. Box 710158
Columbus, Ohio 43271-0158
(614) 248-7590
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 30, 1997
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(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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1/) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP NO. 33743H10 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
BANC ONE CORPORATION
IRS Identification No. 31-0738296
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, BK, OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 SOLE VOTING POWER
30,480,231 (See Item 5)
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8 SHARED VOTING POWER
NUMBER OF SHARES 0 (See Item 5)
BENEFICIALLY ----------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 30,480,231 (See Item 5)
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10 SHARED DISPOSITIVE POWER
0 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,480,231 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/ (See Item 5)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7% (See Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
The Statement on Schedule 13D filed on January 29, 1997 by BANC ONE
CORPORATION ("BANC ONE")is hereby amended and supplemented as follows
(capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Statement:
ITEM 4. PURPOSE OF TRANSACTION
The second paragraph of Item 4 of the Statement is amended and restated
in its entirety to read as follows:
In connection with the Merger Agreement, BANC ONE's Board of
Directors has authorized the purchase by BANC ONE of shares of FUSA
Common Stock in privately negotiated or open market transactions in an
aggregate amount not to equal or exceed five percent of the issued and
outstanding FUSA Common Stock. As of the close of business on February
5, 1997, BANC ONE had acquired 6,000,000 shares of FUSA Common Stock.
BANC ONE intends to continue to purchase shares of FUSA Common Stock
consistent with such authorization.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Statement is amended and restated in its entirety to read
as follows:
(a), (b) BANC ONE may be deemed to be the beneficial owner of
the 24,480,231 shares of FUSA Common Stock issuable upon exercise of
the FUSA Option. As provided in the FUSA Option Agreement, BANC ONE may
exercise the FUSA Option only upon the happening of one or more events,
none of which has occurred. See Item 4 hereof. Since the FUSA Option is
not currently exercisable, BANC ONE expressly disclaims beneficial
ownership of any of such shares of FUSA Common Stock.
If the FUSA Option were currently exercisable and exercised in
full, the shares of FUSA Common Stock issuable upon exercise of the
Option, when aggregated with the shares of FUSA Common Stock otherwise
beneficially owned by BANC ONE, would equal 30,480,231 shares of FUSA
Common Stock, or approximately 20.7% of the total number of outstanding
shares of FUSA Common Stock (after giving effect to the issuance of
shares pursuant to the FUSA Option) as of February 5, 1997.(1)
BANC ONE has sole power to vote and to dispose of the shares
of FUSA Common Stock owned by it. BANC ONE has no right to vote or
dispose of the shares of FUSA Common Stock issuable upon exercise of
the FUSA Option unless and until such time as the FUSA Option is
exercised. If
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1 Based upon the 123,016,240 shares of FUSA Common
Stock represented by FUSA in the Merger Agreement to
be issued and outstanding as of January 19, 1997.
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BANC ONE were to exercise the FUSA Option, it would have sole power to
vote and to dispose of the shares of FUSA Common Stock issued as a
result of such exercise.
As of February 5, 1997, subsidiaries of BANC ONE, in the
ordinary course of their trust and investment management business, held
5,600 shares of FUSA Common Stock in trust accounts, managed accounts
or under similar arrangements on behalf of third parties (collectively,
"Trust Accounts"), constituting less than 0.1% of the shares of FUSA
Common Stock that would be issued and outstanding if the Option had
been exercised in full as of February 5, 1997. BANC ONE has sole voting
power with respect to 3,600 shares of FUSA Common Stock held in Trust
Accounts, shared voting power with respect to 0 shares of FUSA Common
Stock held in Trust Accounts, sole dispositive power with respect to
3,600 shares of FUSA Common Stock held in Trust Accounts and shared
dispositive power with respect to 2,000 shares of FUSA Common Stock
held in Trust Accounts. Such shares are not included in the shares of
FUSA Common Stock covered by this Statement. BANC ONE disclaims
beneficial ownership of such shares.
The following persons listed on Schedule I hereto are
beneficial owners of shares of FUSA Common Stock in the amounts
indicated: William P. Boardman (15,000 shares); Ronald G. Steinhart
(5,400 shares).
Except as set forth above, neither BANC ONE nor, to its
knowledge, any of the persons listed on Schedule I hereto beneficially
owns any shares of FUSA Common Stock.
(c) Set forth in Schedule II hereto is a schedule of all
transactions in shares of FUSA Common Stock effected by BANC ONE and,
to its knowledge, the persons listed on Schedule I hereto during the
past 60 days. In each case, the transaction was effected on a national
securities exchange through normal brokerage transactions. Except for
the issuance of the FUSA Option and the transactions described in the
preceding sentence, neither BANC ONE nor, to its knowledge, any of the
persons listed on Schedule I hereto has effected any transaction in
shares of FUSA Common Stock for such person's own account during the
past 60 days. In the ordinary course of their trust and investment
management business, subsidiaries of BANC ONE may have effected
transactions in shares of FUSA Common Stock during the past 60 days on
behalf of Trust Accounts.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the shares of FUSA Common Stock beneficially owned by BANC ONE,
including those shares issuable upon exercise of the FUSA Option. The
beneficiaries of Trust Accounts have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, shares of FUSA Common Stock held in such Trust Accounts.
(e) Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
BANC ONE CORPORATION
Dated: February 6, 1997 By: /s/ Steven Alan Bennett
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Steven Alan Bennett
Senior Vice President and
General Counsel
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SCHEDULE II
Schedule II to the Statement is amended and restated in its entirety to
read as follows:
<TABLE>
I. TRANSACTIONS IN FUSA COMMON STOCK EFFECTED BY BANC ONE CORPORATION
DURING THE PAST SIXTY DAYS
<CAPTION>
Average
Date No. Of Shares Price Per Share
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<S> <C> <C>
1/22/97 500,000 $48.2803
1/23/97 500,000 $48.8559
1/24/97 984,200 $47.6866
1/27/97 555,500 $48.4361
1/28/97 1,000,000 $48.0790
1/29/97 1,021,600 $49.3797
1/30/97 882,100 $49.7403
1/31/97 155,400 $50.5298
2/03/97 401,200 $50.7062
</TABLE>
II. TRANSACTIONS IN FUSA COMMON STOCK EFFECTED BY THE PERSONS LISTED ON
SCHEDULE I HERETO DURING THE PAST SIXTY DAYS
<TABLE>
<CAPTION>
Average
Date Name No. Of Shares Price Per Share
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<S> <C> <C> <C> <C>
1/21/97 William P. Boardman 15,000 $ 46.00
</TABLE>
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