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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/)
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 19, 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 17 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. 33743H105 PAGE 2 OF 17 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
28,019,931 (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 28,019,931 (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
28,019,931 (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)
18.6% (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
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Statement") relates to the common
stock, par value $0.01 per share ("FUSA Common Stock"), of First USA, Inc., a
Delaware corporation ("FUSA"). The principal executive offices of FUSA are
located at 1601 Elm Street, 47th Floor, Dallas, Texas 75201.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), (f) This Statement is being filed by BANC ONE CORPORATION,
an Ohio corporation ("BANC ONE"). BANC ONE is a multi-bank holding company that
at December 31, 1996 operates approximately 1,500 banking offices. BANC ONE also
owns several additional corporations that engage in credit card and merchant
processing, consumer finance, mortgage banking, insurance, trust and investment
management, brokerage, investment and merchant banking, venture capital,
equipment leasing and data processing. BANC ONE's principal business and
principal executive offices are located at 100 East Broad Street, Columbus, Ohio
43271.
The names of the directors and executive officers of BANC ONE and their
respective business addresses or residences, citizenship and present principal
occupations or employment, as well as the names, principal businesses and
addresses of any corporations or other organizations in which such employment is
conducted, are set forth on Schedule I hereto, which Schedule I is incorporated
herein by reference.
Other than the directors and executive officers, there are no persons
or corporations controlling or ultimately in control of BANC ONE.
(d), (e) During the last five years, neither BANC ONE nor, to its
knowledge, any of the persons listed in Schedule I hereto has (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which proceeding such person was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As more fully described in Item 4 hereof, FUSA and BANC ONE have
entered into a Stock Option Agreement dated January 19, 1997 (the "FUSA Option
Agreement") pursuant to which FUSA has granted to BANC ONE an option (the "FUSA
Option") to purchase, upon the occurrence of certain events (none of which has
yet occurred), up to 24,480,231 shares of FUSA Common Stock at a per share price
equal to $46.50. If such option were exercisable and BANC ONE were to exercise
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such option in full on the date hereof, the funds required to purchase the
shares of FUSA Common Stock issuable upon such exercise would be
$1,138,330,741.50. It is currently anticipated that such funds would be provided
from BANC ONE's working capital or by borrowings from other sources yet to be
determined.
In addition, as more fully described in Items 4 and 5 hereof, 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. BANC ONE is funding such purchases from its
working capital and advances under a revolving line of credit with Morgan
Guaranty Trust Company of New York.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (j) Simultaneously with their execution and delivery of the FUSA
Option Agreement, FUSA and BANC ONE entered into an Agreement and Plan of Merger
dated as of January 19, 1997 (the "Merger Agreement") pursuant to which FUSA
will, subject to the conditions and upon the terms stated therein, merge with
and into BANC ONE (the "Merger"). BANC ONE will be the surviving corporation in
the Merger. The parties also entered into a stock option agreement (the "BANC
ONE Option Agreement"), pursuant to which BANC ONE granted to FUSA an option
(the "BANC ONE Option") to purchase up to 85,025,391 shares, subject to certain
adjustments, of the common stock, no par value, of BANC ONE ("BANC ONE Common
Stock") at a price, subject to certain adjustments, of $45.125 per share. The
FUSA Option and the BANC ONE Option (collectively, the "Options") were each
granted by the respective issuer as a condition of and in consideration for the
other party's entering into the Merger Agreement.
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 January 28, 1997, BANC ONE had acquired 3,539,700
shares of FUSA Common Stock. BANC ONE intends to continue to purchase shares of
FUSA Common Stock consistent with such authorization.
Copies of the Merger Agreement, the FUSA Option Agreement and the BANC
ONE Option Agreement are included as exhibits to this Statement and are
incorporated herein by reference. The following summary of such documents is not
intended to be complete and is qualified in its entirety by reference to the
actual documents being filed as exhibits herewith.
MERGER AGREEMENT. In accordance with the Merger Agreement, each share
of FUSA Common Stock outstanding immediately prior to the effective time of the
Merger (the "Effective Time") will at the Effective Time be converted into the
right to receive 1.1659 shares (the "Common Exchange Ratio") of BANC ONE Common
Stock. In addition, each share of FUSA's 6-1/4% Convertible Preferred Stock
("FUSA Preferred Stock") outstanding immediately prior to the Effective Time
will be converted into the right to receive one share of a series of preferred
stock
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of BANC ONE with substantially the same terms ("BANC ONE Preferred Stock").
Furthermore, each option granted by FUSA to purchase shares of FUSA Common Stock
outstanding and unexercised immediately prior to the Effective Time will at the
Effective Time be converted into an option to purchase shares of BANC ONE Common
Stock in an amount and at an exercise price determined in accordance with a
formula stated in the Merger Agreement. In the Merger Agreement FUSA has agreed
that it will cause all of the outstanding shares of FUSA Preferred Stock to be
called for redemption on and as of May 20, 1997.
As of the Effective Time, each share of FUSA Common Stock will either
be converted into BANC ONE Common Stock or, if owned by FUSA as treasury stock
or owned directly or indirectly by FUSA or BANC ONE or any of their respective
wholly owned subsidiaries (with certain exceptions), will be canceled and cease
to exist, and each share of FUSA Preferred Stock will be converted into BANC ONE
Preferred Stock. Accordingly, such stock previously issued by FUSA will (i) be
delisted by the securities exchanges on which such stock is listed and (ii)
become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
BANC ONE may, with FUSA's consent (which will not be unreasonably
withheld), at any time change the method of effecting the acquisition of FUSA by
BANC ONE, and, upon providing such consent, FUSA shall cooperate in such
efforts, if and to the extent they deem such change to be desirable, including
to provide for a merger of FUSA with and into a wholly owned subsidiary of BANC
ONE, or to provide for mergers among certain of the subsidiaries of BANC ONE and
FUSA to occur substantially simultaneously with the Effective Time, PROVIDED,
HOWEVER, that no such change shall (a) alter or change the amount or kind of
consideration to be issued to holders of FUSA Common Stock or FUSA Preferred
Stock as provided for in the Merger Agreement (the "Merger Consideration"), (b)
adversely affect the proposed accounting treatment for the Merger or the tax
treatment to FUSA's shareholders as a result of receiving the Merger
Consideration, (c) materially delay receipt of any approval referred to in the
Merger Agreement or the consummation of the transactions contemplated by the
Merger Agreement or (d) ad versely affect First USA Paymentech, Inc.
The Merger Agreement provides that, prior to the Effective Time, FUSA
may not make, declare or pay any dividend except for (i) regular quarterly cash
dividends at a rate not in excess of $0.06 per share of FUSA Common Stock and
(ii) regular quarterly cash dividends at a rate not in excess of $0.498 per
share of FUSA Preferred Stock. It also prohibits FUSA from adjusting, splitting,
combining or reclassifying any capital stock; granting any stock appreciation
rights or other rights to acquire shares of its capital stock; and issuing any
additional shares of capital stock except, within specified limits, pursuant to
(a) the exercise of outstanding stock options and warrants, (b) certain
pre-existing employee benefit plans, (c) the FUSA Preferred Stock, (d) FUSA's
dividend reinvestment plan and (e) the FUSA Option Agreement.
The Merger Agreement further provides that the articles of
incorporation and by-laws of BANC ONE in effect as of the Effective Time shall
be the articles of incorporation and by-laws of the surviving corporation.
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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, the receipt of certain regulatory
approvals, the receipt of favorable legal opinions with respect to the tax
consequences of the transactions contemplated by the Merger, the receipt of a
favorable opinion with respect to the accounting treatment of the transactions
contemplated by the Merger Agreement, and the absence of any legal restraint or
injunction. None of the foregoing approvals has yet been obtained, and there is
no assurance as to if or when such approvals will be obtained. 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.
THE FUSA OPTION AGREEMENT. The FUSA Option Agreement provides for the
purchase by BANC ONE of up to 24,480,231 Shares of FUSA Common Stock, subject to
certain adjustments, (the "FUSA Option Shares") at an exercise price, subject to
certain adjustments, of $46.50 per share, payable in cash. The FUSA Option
Shares, if issued pursuant to the FUSA Option Agreement, would represent
approximately 19.9% of the FUSA Common Stock issued and outstanding without
giving effect to the issuance of any shares of FUSA Common Stock pursuant to an
exercise of the FUSA Option.
The number of Shares of FUSA Common Stock subject to the FUSA Option will
be increased or decreased to the extent that FUSA issues additional shares of
FUSA Common Stock (otherwise than pursuant to an exercise of the FUSA Option or
as permitted under the Merger Agreement) or redeems, repurchases, retires or
otherwise causes to be no longer outstanding shares of FUSA Common Stock such
that the number of shares subject to the FUSA Option continues to equal 19.9% of
the FUSA Common Stock then issued and outstanding, without giving effect to the
issuance of shares of FUSA Common Stock pursuant to an exercise of the FUSA
Option. In the event of any change in, or distributions in respect of, FUSA
Common Stock by reason of stock dividends, split-ups, mergers,
recapitalizations, combinations, subdivisions, conversions, exchanges of shares,
distributions on or in respect of FUSA Common Stock that would be prohibited
under the terms of the Merger Agreement, or the like, the type and number of
shares of FUSA Common Stock subject to the FUSA Option, and the applicable
exercise price per FUSA Option Share, will be appropriately adjusted in such
manner as to fully preserve the economic benefits provided under the FUSA Option
Agreement.
BANC ONE or any other holder or holders of the FUSA Option (collectively,
the "Holder") may exercise the FUSA Option, in whole or in part by sending
notice within 90 days (subject to extension as provided in the FUSA Option
Agreement) after the occurrence of an "Initial Triggering Event" and a
"Subsequent Triggering Event" prior to termination of the FUSA Option. The term
"Initial Triggering Event" is defined as the occurrence of any of the following
events or transactions:
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(i) FUSA or any of its subsidiaries (each a "FUSA
Subsidiary"), without having received BANC ONE's prior written consent, shall
have entered into an agreement to engage in an Acquisition Transaction (as
hereinafter defined) with any person other than BANC ONE or any of its
subsidiaries (each, a "BANC ONE Subsidiary") or the Board of Directors of FUSA
shall have recommended that the shareholders of FUSA approve or accept any such
Acquisition Transaction. For purposes of the FUSA Option Agreement,
"Acquisition Transaction" shall mean (w) a merger or consolidation, or any
similar transaction, involving FUSA or any Significant Subsidiary (as defined
in Rule 1-02 of Regulation S-X promulgated by the Securities and Exchange
Commission (the "SEC")) of FUSA, (x) a purchase, lease, or other acquisition of
all or a substantial portion of the assets or deposits of FUSA or any
Significant Subsidiary of FUSA, (y) a purchase or other acquisition (including
by way of merger, consolidation, share exchange or otherwise) of securities
representing 10 percent or more of the voting power of FUSA, or (z) any
substantially similar transaction; provided, however, that in no event shall
any merger, consolidation, purchase, or similar transaction involving only FUSA
and one or more FUSA Subsidiaries or involving only any two or more FUSA
Subsidiaries, be deemed to be an Acquisition Transaction, provided any such
transaction is not entered into in violation of the terms of the Merger
Agreement;
(ii) FUSA or any FUSA Subsidiary, without having received BANC
ONE's prior written consent, shall have authorized, recommended, proposed or
publicly announced its intention to authorize, recommend or propose, to engage
in an Acquisition Transaction with any person other than BANC ONE or a BANC ONE
Subsidiary, or the Board of Directors of FUSA shall have publicly withdrawn or
modified, or publicly announced its interest to withdraw or modify, in any
manner adverse to BANC ONE, its recommendation that the shareholders of FUSA
approve the transactions contemplated by the Merger Agreement in anticipation of
engaging in an Acquisition Transaction;
(iii) Any person other than BANC ONE, any BANC ONE Subsidiary,
or any FUSA Subsidiary acting in a fiduciary capacity in the ordinary course of
its business shall have acquired beneficial ownership or the right to acquire
beneficial ownership of 10 percent or more of the outstanding shares of FUSA
Common Stock (the term "beneficial ownership" for purposes of the FUSA Option
Agreement having the meaning assigned thereto in Section 13(d) of the Exchange
Act and the rules and regulations thereunder);
(iv) Any person other than BANC ONE or any BANC ONE Subsidiary
shall have made a bona fide proposal to FUSA or its shareholders by public
announcement or written communication that is or becomes the subject of public
disclosure to engage in an Acquisition Transaction; provided that for purposes
of this paragraph (iv), a proposal relating solely to an acquisition of the
assets or stock of First USA Paymentech, Inc. shall not be deemed to be an
Initial Triggering Event;
(v) After an overture is made by a third party to FUSA or its
shareholders to engage in an Acquisition Transaction, FUSA shall have breached
any covenant or obligation contained in the Merger Agreement and such breach (x)
would entitle BANC ONE to terminate the Merger Agreement and (y) shall not have
been cured prior to the date of the written notice exercising the FUSA Option;
or
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(vi) Any person other than BANC ONE or any BANC ONE
Subsidiary, other than in connection with a transaction to which BANC ONE has
given its prior written consent, shall have filed an application or notice with
the Federal Reserve Board, or other federal or state bank regulatory authority,
which application or notice has been accepted for processing, for approval to
engage in an Acquisition Transaction.
"Subsequent Triggering Event" is defined as either (A) the acquisition
by any person of beneficial ownership of 20 percent or more of the then
outstanding FUSA Common Stock or (B) the occurrence of the Initial Triggering
Event described in clause (i) above, except that the percentage referred to in
subclause (y) thereof shall be 20 percent. Within 90 days (subject to extension
as provided in the FUSA Option Agreement) after a Subsequent Triggering Event
prior to the termination of the FUSA Option, BANC ONE (on behalf of itself any
subsequent Holder) may demand that the FUSA Option and the related FUSA Option
Shares be registered under the Securities Act of 1933, as amended (the
"Securities Act"). Upon such demand, FUSA must effect such registration
promptly, subject to certain exceptions. BANC ONE is entitled to two such demand
registrations.
The FUSA Option terminates (i) at the Effective Time, (ii) upon
termination of the Merger Agreement in accordance with the terms thereof prior
to the occurrence of an Initial Triggering Event except a termination by BANC
ONE pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by
FUSA giving rise to such right of termination is nonvolitional), or (iii) twelve
months after termination of the Merger Agreement following the occurrence of an
Initial Triggering Event or if the termination is by BANC ONE pursuant to
Section 8.1(d) of the Merger Agreement (unless the breach by FUSA giving rise to
such right of termination is nonvolitional) (provided that if an Initial
Triggering Event occurs after or continues beyond such termination and prior to
the passage of such twelve-month period, the FUSA Option will terminate twelve
months from the expiration of the last Initial Triggering Event to expire, but
in no event more than eighteen months after such termination).
As more fully set forth in the FUSA Option Agreement, BANC ONE (or a
subsequent holder of the FUSA Option or the FUSA Option Shares) has the right
under specified circumstances to require FUSA to repurchase the FUSA Option or
the FUSA Option Shares.
Neither FUSA nor BANC ONE may assign any of its respective rights and
obligations under the FUSA Option Agreement or the FUSA Option to any other
person without the other party's express written consent, except that if a
Subsequent Triggering Event occurs prior to termination of the FUSA Option,
within 90 days thereafter (subject to extension as provided in the FUSA Option
Agreement), BANC ONE, subject to the express provisions thereof, may assign in
whole or in part its rights and obligations thereunder; provided, however, that
until 15 days after the Federal Reserve Board approves an application by BANC
ONE to acquire the FUSA Option Shares, BANC ONE may not assign its rights under
the FUSA Option except in (i) a widely dispersed public distribution, (ii) a
private placement in which no one party acquires the right to purchase in excess
of 2% of the voting shares of FUSA, (iii) an assignment to a single party for
the
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purpose of conducting a widely dispersed public distribution on BANC ONE'S
behalf, or (iv) any other manner approved by the Federal Reserve Board.
The rights and obligations of FUSA and BANC ONE under the FUSA Option
Agreement are subject to receipt of any required regulatory approvals, and both
parties have agreed to use their best efforts in connection therewith. These
include, but are not limited to, seeking approval to list shares of FUSA Common
Stock on the NYSE upon official notice of issuance and applying to the Federal
Reserve Board for approval to acquire the FUSA Option Shares.
BANC ONE OPTION AGREEMENT. The BANC ONE Option Agreement provides for
the purchase by FUSA of up to 85,025,391 shares, subject to certain adjustments,
of BANC ONE Common Stock (the "BANC ONE Option Shares") at an exercise price,
subject to certain adjustments, of $45.125 per share, payable in cash. The BANC
ONE Option Shares, if issued pursuant to the BANC ONE Option Agreement, would
represent approximately 19.9% of the BANC ONE Common Stock issued and
outstanding without giving effect to the issuance of any shares pursuant to an
exercise of the BANC ONE Option. With the exception of the amount of shares
subject to the option and the price at which the option may be exercised, the
terms of the BANC ONE Option Agreement are substantially identical in all
respects to those of the FUSA Option Agreement.
Except as set forth herein, neither BANC ONE nor, to its knowledge, any
of the individuals named in Schedule I hereto has any current plans or proposals
with respect to FUSA that relate to or 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) 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 28,019,931 shares of FUSA Common Stock, or approximately
18.6% 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
January 27, 1997.(1)
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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 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 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 January 23, 1997, subsidiaries of BANC ONE, in the ordinary
course of their trust and investment management business, held 5,800 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 January
23, 1997. BANC ONE has sole voting power with respect to 3,800 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 2,200 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.
Except as set forth above and except for 5,400 shares of FUSA Common
Stock beneficially owned by Ronald G. Steinhart (a BANC ONE executive officer),
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 during the past 60 days. In
each case, the transaction was effected by BANC ONE on the New York Stock
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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as set forth in response to Items 3, 4 and 5 hereof, neither
BANC
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ONE nor, to its knowledge, any of the persons listed on Schedule I hereto has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of FUSA, including,
but not limited to, transfer or voting any of the securities, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
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)).
2. Stock Option Agreement dated January 19, 1997 between First USA, Inc.,
as issuer, and BANC ONE CORPORATION, as grantee (incorporated by
reference from Exhibit 99.1 to the First USA, Inc. Current Report
on Form 8-K dated January 28, 1997 (File No. 1-11-3030)).
3. Stock Option Agreement dated January 19, 1997 between BANC ONE
CORPORATION, as issuer, and First USA, Inc., as grantee (incorporated
by reference from Exhibit 99.2 to the First USA, Inc. Current
Report on Form 8-K dated January 28, 1997 (File No. 1-11-3030)).
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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: January 29, 1997 By: /s/ Steven Alan Bennett
-------------------------
Steven Alan Bennett
Senior Vice President and
General Counsel
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
BANC ONE CORPORATION
The names, business addresses and present principal occupations of the
directors and executive officers of BANC ONE CORPORATION ("BANC ONE") are set
forth below. If no business address is given, the director's or executive
officer's business address is 100 East Broad Street, Columbus, Ohio 43271. The
business address of each BANC ONE director is also the business address of such
director's employer, if any. Unless otherwise indicated, all directors and
executive officers listed below are citizens of the United States.
I. Directors
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<TABLE>
<CAPTION>
Present Principal Occupation
Name or Employment and Address
---- -------------------------
<S> <C>
Bennett Dorrance Chairman and Managing Director
DMB Associates, Inc.
4201 North 24th Street, Suite 120
Phoenix, Arizona 85016
Charles E. Exley, Jr. Corporate director
2350 Kettering Tower
Dayton, Ohio 45423
E. Gordon Gee President
The Ohio State University
205 Bricker Hall
190 North Oval Mall
Columbus, Ohio 43210
John R. Hall Chairman and Chief Executive Officer
Ashland Inc.
(oil refiner, manufacturer and
distributor of chemicals)
1000 Ashland Drive
Russell, Kentucky 41169
Laban P. Jackson, Jr. Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
(real estate development)
651 Perimeter Drive
Suite 310
Lexington, Kentucky 40517
Richard J. Lehmann President and Chief Operating Officer
BANC ONE CORPORATION
</TABLE>
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<PAGE> 14
<TABLE>
<S> <C>
John W. Kessler Chairman
The New Albany Company
(real estate development)
5076 Whytehouse Lane
New Albany, Ohio 43054
John B. McCoy Chairman and Chief Executive Officer
BANC ONE CORPORATION
John G. McCoy Chairman of the Executive Committee
BANC ONE CORPORATION
Richard L. Scott President and Chief Executive Officer
Columbia/HCA Healthcare Corporation
(healthcare provider)
One Park Plaza
Nashville, Tennessee 37203
Thekla R. Shackelford Education consultant
6020 Havens Road
Gahanna, Ohio 43230
Alex Shumate Office Managing Partner
Squire, Sanders & Dempsey
(attorneys-at-law)
41 South High Street, Suite 1300
Columbus, Ohio 43215
Frederick P. Stratton, Jr. Chairman and Chief Executive Officer
Briggs & Stratton Corporation
(manufacturer of small gasoline
engines) 12301 West Wirth Street
Wauwatosa, Wisconsin 53222
Robert D. Walter Chairman and Chief Executive Officer
Cardinal Health, Inc.
(wholesale distributor of drug and related
health products)
5555 Glendon Court
Dublin, Ohio 43016
</TABLE>
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<PAGE> 15
II. Executive Officers
------------------
<TABLE>
<CAPTION>
Present Principal Occupation
Name or Employment and Address
---- -------------------------
<S> <C>
Joseph D. Barnette, Jr. Chairman and Chief Executive Officer
Banc One Indiana Corporation
111 Monument Circle
Indianapolis, Indiana 46277
Steven A. Bennett Senior Vice President and General Counsel
BANC ONE CORPORATION
William P. Boardman Senior Executive Vice President
BANC ONE CORPORATION
Frederick L. Cullen President
Banc One Ohio Corporation
Bobby L. Doxey Senior Vice President and Controller
BANC ONE CORPORATION
Roman J. Gerber Executive Vice President
BANC ONE CORPORATION
G. Lee Griffin Chairman and Chief Executive Officer
Banc One Louisiana Corporation
451 Florida Street
Baton Rouge, Louisiana 70801
Richard D. Headley Chairman and Chief Executive Officer
Banc One Services Corporation
770 Brooksedge Plaza Drive
Columbus, Ohio 43271-1133
Thomas E. Hoaglin Chairman
Banc One Ohio Corporation
David J. Kundert Chairman
Banc One Investment Management
and Trust Group
774 Park Meadow Road
Westerville, Ohio 43271-0211
Richard J. Lehmann President and Chief Operating Officer
BANC ONE CORPORATION
William C. Leiter Senior Vice President
BANC ONE CORPORATION
</TABLE>
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<PAGE> 16
<TABLE>
<S> <C>
Richard D. Lodge Senior Vice President
BANC ONE CORPORATION
John B. McCoy Chairman and Chief Executive Officer
BANC ONE CORPORATION
Michael J. McMennamin Executive Vice President
BANC ONE CORPORATION
Jeffrey P. Neubert Executive Vice President
BANC ONE CORPORATION
Ronald G. Steinhart Chairman and Chief Executive Officer
Banc One National Commercial Banking Group
1717 Main Street
Dallas, Texas 75201
Kenneth T. Stevens Chairman and Chief Executive Officer
Banc One Retail Group
Donald A. Winkler Chairman and Chief Executive Officer
Finance One Corporation
</TABLE>
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<PAGE> 17
SCHEDULE II
TRANSACTIONS IN FUSA COMMON STOCK EFFECTED DURING THE PAST SIXTY DAYS
<TABLE>
<CAPTION>
Average
Date No. Of Shares Price Per Share
---- ------------- ---------------
<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 49.0790
</TABLE>
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