SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 13E-4
(AMENDMENT NO. 3)
____________________
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
BANC ONE CORPORATION
(SUCCESSOR BY MERGER TO FIRST USA, INC.)
AND
FIRST USA CAPITAL TRUST I
(NAME OF ISSUER)
BANC ONE CORPORATION
(SUCCESSOR BY MERGER TO FIRST USA, INC.)
AND
FIRST USA CAPITAL TRUST I
(NAME OF PERSON(S) FILING STATEMENT)
9.33% SERIES A CAPITAL SECURITIES
AND
9.33% SERIES B CAPITAL SECURITIES
(TITLE OF CLASS OF SECURITIES)
33735F AA 7, 33735F AB 5 AND
33735F AC 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
____________________
STEVEN ALAN BENNETT PETER ATWATER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL ADMINISTRATIVE TRUSTEE
BANC ONE CORPORATION FIRST USA CAPITAL TRUST I
100 EAST BROAD STREET 1601 ELM STREET
COLUMBUS, OHIO 43271-0158 DALLAS, TEXAS 75201
(614) 248-7590 (214) 849-3738
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING THE STATEMENT)
____________________
COPY TO:
RANDALL H. DOUD
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
____________________
JUNE 2, 1997
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
INTRODUCTION
This Amendment No. 3 amends the Issuer Tender Offer
Statement on Schedule 13E-4 originally filed on June 2,
1997, as amended, relating to the offer by BANC ONE
CORPORATION, an Ohio corporation ("BANC ONE"), as succes-
sor by merger to First USA, Inc., a Delaware corporation
("First USA"), to purchase for cash any and all of the
9.33% Series A Capital Securities (the "Series A Capital
Securities") and any and all of the 9.33% Series B Capi-
tal Securities (the "Series B Capital Securities" and,
together with the Series A Capital Securities, the "Secu-
rities") issued by First USA Capital Trust I, a Delaware
business trust (the "Trust"), upon the terms and subject
to the conditions set forth in the Offer to Purchase
dated June 2, 1997, as amended and supplemented by the
Supplement thereto dated June 16, 1997 (the "Offer to
Purchase") and in the related Letter of Transmittal
(which together constitute the "Offer"). All capitalized
terms used herein and not defined herein shall have the
meaning ascribed to them in the Offer to Purchase.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended and supplemented by
the following:
(a) On June 27, 1997, upon the terms and subject to
the conditions of the Agreement and Plan of Merger, dated
as of January 19, 1997 and amended as of April 23, 1997,
between First USA and BANC ONE CORPORATION ("BANC ONE"),
First USA was merged with and into BANC ONE (the "Merg-
er"), with BANC ONE as the surviving corporation. As a
result of the Merger, BANC ONE has succeeded to First
USA's rights as the owner of the Common Securities of the
Trust, and to its obligations as guarantor under the
Guaranties, as issuer of the Junior Subordinated Deben-
tures, and as sponsor of the Trust. BANC ONE has its
principal executive offices at 100 East Broad Street,
Columbus, Ohio 43271-0158.
ITEM 8. SECURITY AND ISSUER.
Item 8 is hereby amended and supplemented by
the following:
(e) The condition to the Offer that the Merger be
consummated has been satisfied.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by
the following:
(a)(9) Press Release dated June 27, 1997.
SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE
AND BELIEF, THE UNDERSIGNED CERTIFIES THAT THE INFORMA-
TION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND
CORRECT.
BANC ONE CORPORATION
By: /s/ Michael McMennamin
Name: Michael McMennamin
Title: Executive Vice President - Finance
Dated: June 27, 1997
SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE
AND BELIEF, THE UNDERSIGNED CERTIFIES THAT THE INFORMA-
TION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND
CORRECT.
FIRST USA CAPITAL TRUST I
By: /s/ Peter W. Atwater
Name: Peter W. Atwater
Title: Administrative Trustee
Dated: June 27, 1997
EXHIBIT INDEX
Exhibit Description
(a)(9) Press Release dated June 27, 1997.
BANC ONE CORPORATION
100 East Broad Street
Columbus, Ohio 43271-0240
News Release
[BANK ONE LOGO]
For further information contact:
BANC ONE: John A. Russell (614) 248-5989
First USA: David C. Webster (214) 849-3755
FOR RELEASE: June 27, 1997
BANC ONE COMPLETES ACQUISITION OF FIRST USA
BANC ONE CORPORATION, Columbus, Ohio (NYSE:ONE) John B. McCoy, Chairman
and Chief Executive Officer of BANC ONE CORPORATION, announced today
that BANC ONE has completed the acquisition of First USA, Inc.
(NYSE:FUS), headquartered in Dallas, Texas.
First USA, Inc. is a financial services company specializing in the
credit card business and is currently the fourth largest among domestic
Visa and MasterCard issuers with $23.2 billion in managed receivables
and 16.3 million cardholders. The combination of First USA's operations
with BANC ONE's 16.0 million cardholders and $11.9 billion in managed
card receivables will produce the nation's third-largest card operation
with 32.3 million cardholders and card assets of $35.1 billion.
Terms of the agreement called for First USA shareholders to receive
1.1659 shares of BANC ONE stock for each share of First USA. The value
of the transaction is approximately $56.84 a First USA share or $7.9
billion based on BANC ONE's closing share price on Thursday, June 26,
1997. Information will be mailed promptly to First USA stockholders
with instructions for submitting their First USA stock certificates for
exchange into BANC ONE common stock certificates.
BANC ONE Chairman McCoy said, "We are absolutely delighted to have
First USA join BANC ONE. First USA is a superb financial services
company that has achieved a leadership position in the credit card
industry with the best five-year compounded annual growth rate in
earnings in the industry. First USA will add a powerful new dimension
to our competitive arsenal and significantly change the way BANC ONE
can complete in the consumer financial services business."
McCoy continued, "Over the last decade, specialized issuers and
processors have developed a great economy-of-scale and skill advantage
over other operations. This advantage enables specialized issuers to
offer a broader product line and pricing options that are not
economical for other issuers to match. First USA is well known for its
low-cost structure, its marketing savvy and its cutting-edge
technology. We believe they are the leader among the credit card
companies in the United States today."
John C. Tolleson, Chairman and Chief Executive Officer of First USA,
said, "We couldn't be more pleased to be merging with a company with
such a fine reputation. Our combined strength will enable
-more-
us to offer a broader range of financial services to our existing
customer base. This is a winning transaction for customers, employees
and shareholders of BANC ONE and First USA, and is a significant event
in the financial services industry."
Tolleson founded First USA in 1985 and has been Chairman and Chief
Executive Officer since then. Under the agreement, he will become a
member of BANC ONE's Board of Directors and will turn over the day-to-
day operations of First USA after completion of the merger to Richard
W. Vague, who co-founded First USA with Tolleson and is currently
Chairman and Chief Executive Officer of First USA Bank and President of
First USA, Inc. Vague has become Chairman and Chief Executive Officer
of First USA.
Regarding the merger, Vague said, "With the merger, a top priority is
to drive growth and earnings and to achieve the economies of scale made
possible by our new combined size. Both organizations possess a wealth
of experience and knowledge that we intend to aggressively apply to our
combined customer base. We will market our credit card products through
BANC ONE's extensive branch system in addition to our traditional
distribution channels. In turn, BANC ONE's broad and appealing product
line can be marketed directly to the combined credit card customer base
of 32.3 million credit worthy individuals. Also, we feel that the scale
and resources of the new organization are a huge asset as we seek to
grow the affinity and co-brand business and take market share away from
competitors. Our management team recognizes the long-term opportunities
that will result from combining our two organizations. We're very
excited and look forward with great commitment to seeing those
opportunities maximized."
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 baking, 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
First USA maintains a site on the World Wide Web at
http://www.firstusa.com.
####
