SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 13E-4
(AMENDMENT NO. 4--FINAL AMENDMENT)
____________________
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
Department OH1-0158 1601 Elm Street
100 East Broad Street Dallas, Texas 75201
Columbus, Ohio 43271-0158 (214) 849-3738
(614) 248-7590
(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. 4 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 CORPORTION, an Ohio corporation ("BANC ONE"), as
successor 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 Capital Securities (the "Series B Capital
Securities" and, together with the Series A Capital
Securities, the "Securities") 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.
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 as amended as of April 23,
1997, between First USA and BANC ONE, First USA was
merged with and into BANC ONE (the "Merger"), with BANC
ONE continuing 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 guarator under the
Guarantees, as issuer of the junior subordianted
debentures, and as sponsor of the Trust.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Item 4 is hereby amended and supplemented by
the following:
Following expiration of the Offer at 9:00 a.m.,
New York City time, on Monday, June 30, 1997, BANC ONE,
as successor by merger to First USA, accepted for payment
all Securities properly tendered and not withdrawn
pursuant to the Offer. BANC ONE has been informed by the
Depositary that $81,025,000 aggregate liquidation amount
of Series A Capital Securities and $111,975,000 aggregate
liquidation amount of Series B Capital Securities had
been tendered pursuant to the Offer. A copy of the press
release issued by BANC ONE on June 30, 1997 relating to
the acceptance for payment of the Securities pursuant to
the Offer is filed as Exhibit (a)(10) hereto and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by
the following:
(a)(10) Press Release dated June 30, 1997.
SIGNATURE
AFTER DUE 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.
BANC ONE CORPORATION
By: /s/ Steven Alan Bennett
---------------------------------
Name: Steven Alan Bennett
Title: Senior Vice President and
General Counsel
Dated: June 30, 1997
SIGNATURE
AFTER DUE 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.
FIRST USA CAPITAL TRUST I
By: /s/ Peter W. Atwater
------------------------------
Name: Peter W. Atwater
Title: Administrative Trustee
Dated: June 30, 1997
EXHIBIT INDEX
Exhibit Description
------- -----------
(a)(10) Press Release dated June 30, 1997.
For further information contact:
BANC ONE: Jay S. Gould (614) 248-0139
First USA: David C. Webster (214) 849-3755
FOR IMMEDIATE RELEASE
BANC ONE COMPLETES OFFER FOR 9.33% SERIES A CAPITAL
SECURITIES AND 9.33% SERIES B CAPITAL SECURITIES OF FIRST
USA CAPITAL TRUST I
June 30, 1997--BANC ONE CORPORATION, Columbus, Ohio
(NYSE:ONE), as successor by merger to First USA, Inc.,
announced today that it has accepted for payment
approximately $81,025,000 aggregate liquidation amount of
9.33% Series A Capital Securities and $111,975,000
aggregate liquidation amount of 9.33% Series B Capital
Securities issued by First USA Capital Trust I pursuant
to BANC ONE's tender offer which expired at 9:00 a.m.,
New York City time, on Monday, June 30, 1997. Cash will
be delivered promptly for all 9.33% Series A Capital
Securities and 9.33% Series B Capital Securities properly
tendered and not withdrawn pursuant to the tender offer.
As previously announced, on June 27, 1997, First USA
merged with and into BANC ONE, with BANC ONE continuing
as the surviving corporation in the merger. As a result
of the merger, BANC ONE has succeeded to FIRST USA's
rights and obligations, including its rights and
obligations relating to First USA Capital Trust I.
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
managment, equipment leasing and data processing.
Information about BANC ONE's finanical results and its
products and services can be accessed on the Internet at:
http://www.bankone.com and through InvestQuest 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.
Merrill Lynch & Co. acted as the Dealer Manager for the
tender offer.
