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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
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ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
FIRST USA, INC.
AND
FIRST USA CAPITAL TRUST I
(NAME OF ISSUER)
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)
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PHILIP E. TAKEN, ESQ. PETER ATWATER
GENERAL COUNSEL AND SENIOR VICE PRESIDENT ADMINISTRATIVE TRUSTEE
FIRST USA, INC. FIRST USA CAPITAL TRUST I
1601 ELM STREET 1601 ELM STREET
DALLAS, TEXAS 75201 DALLAS, TEXAS 75201
(214) 849-3738 (214) 849-3738
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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Copy to:
RANDALL H. DOUD
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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JUNE 2, 1997
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee*
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$241,003,833.33 $48,200.77
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* In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as
amended, the filing fee is determined by multiplying the transaction
valuation by one-fiftieth of one percent.
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number or the form or
schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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<PAGE>
INTRODUCTION
This Issuer Tender Offer Statement on Schedule 13E-4 relates to the offer
by 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') issued and any and all of the 9.33% Series B Capital Securities
(together with the Series A Capital Securities, the 'Securities') to be issued
by First USA Capital Trust I, a Delaware business trust, at $[1,155] per $1,000
liquidation amount (plus accumulated and unpaid distributions up to, but not
including, the settlement date), upon the terms and subject to the conditions
set forth in the Offer to Purchase and in the related Letter of Transmittal
(which together constitute the 'Offer'), copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer of the securities to which this statement
relates is FIRST USA, INC., a Delaware corporation ('First USA'), which has its
principal executive offices at 1601 Elm Street, 47th Floor, Dallas, Texas 75201
and FIRST USA CAPITAL TRUST I, a Delaware business trust (the 'Trust'), which
has its principal executive offices at 1601 Elm Street, 47th Floor, Dallas,
Texas 75201.
(b) The information contained in 'INTRODUCTION', 'Background of the Offer;
Purpose', 'Amount of Securities', and 'Transactions and Arrangements Concerning
the Securities' of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in 'INTRODUCTION' and 'Price Range of the
Securities and Dividends' of the Offer to Purchase is incorporated herein by
reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in 'Source and Amount of Funds' of the
Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) The information set forth in 'INTRODUCTION', 'Background of the
Offer; Purpose', 'Effects of the Offer', 'Source and Amount of Funds', 'Certain
Information Concerning First USA and BANC ONE' and 'Transactions and
Arrangements Concerning the Securities' of the Offer to Purchase is incorporated
herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in 'INTRODUCTION' and 'Transactions and
Arrangements Concerning the Securities' of the Offer to Purchase is incorporated
herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
The information set forth in 'Background of the Offer; Purpose', 'Source
and Amount of Funds' and 'Transactions and Arrangements Concerning the
Securities' of the Offer to Purchase is incorporated herein by reference.
i
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ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in 'Fees and Expenses' of the Offer to Purchase
is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The financial information set forth in 'Certain Information
Concerning First USA and BANC ONE' of the Offer to Purchase, including the
financial statements and related notes thereto incorporated by reference in said
section, is incorporated herein by reference.
The incorporation by reference herein of the above referenced financial
information does not constitute an admission that such information is material
to a decision by a holder of the Securities whether to sell, tender, or hold the
Securities being sought in the Offer.
ITEM 8. ADDITIONAL INFORMATION.
(a) The information set forth in 'Background of the Offer; Purpose' of the
Offer to Purchase is incorporated herein by reference.
(b) The information set forth in 'Certain Legal Matters; Regulatory
Approvals' of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in 'Effects of the Offer' of the Offer to
Purchase is incorporated herein by reference.
(d) Not applicable.
(e) Reference is hereby made to the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(l)
and (a)(2), respectively, and incorporated in their entirety herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated June 2, 1997.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to brokers, dealers, commercial banks, trust companies and
other nominees dated June 2, 1997.
(a)(5) Guidelines for Certification of Taxpayer Identification Number.
(a)(6) Press Release dated June 2, 1997.
(b) Not applicable.
(c) 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, an Ohio
corporation ('BANC ONE'). The Merger Agreement, as originally executed, is
incorporated by reference to Exhibit 2.2 to First USA's Current Report on Form
8-K filed on January 28, 1997, and the amendment to the Merger Agreement is
incorporated by reference to Exhibit 2.2 to BANC ONE's Current Report on Form
8-K filed on April 24, 1997.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
ii
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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, INC.
By: /s/ Peter W. Atwater
Name: Peter W. Atwater
Title: Executive Vice President and
Treasurer
Dated: June 2, 1997
iii
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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 2, 1997
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(a)(1) -- Offer to Purchase dated June 2, 1997.
(a)(2) -- Letter of Transmittal.
(a)(3) -- Notice of Guaranteed Delivery.
(a)(4) -- Letter to brokers, dealers, commercial banks, trust companies and
other nominees dated June 2, 1997.
(a)(5) -- Guidelines for Certification of Taxpayer Identification Number.
(a)(6) -- Press Release dated June 2, 1997.
(b) -- Not applicable
(c) -- 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, an Ohio corporation ('BANC ONE'). The Merger Agreement,
as originally executed, is incorporated by reference to Exhibit 2.2
to First USA's Current Report on Form 8-K filed on January 28, 1997,
and the amendment to the Merger Agreement is incorporated by
reference to Exhibit 2.2 to BANC ONE's Current Report on Form 8-K
filed on April 24, 1997.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
<PAGE>
FIRST USA, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING
9.33% SERIES A CAPITAL SECURITIES
AND
9.33% SERIES B CAPITAL SECURITIES
OF
FIRST USA CAPITAL TRUST I
AT
$1,155 PER $1,000 LIQUIDATION AMOUNT
(PLUS ACCUMULATED AND UNPAID DISTRIBUTIONS UP TO, BUT NOT
INCLUDING, THE SETTLEMENT DATE)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., NEW YORK
CITY TIME, ON MONDAY, JUNE 30, 1997, UNLESS THE OFFER IS EXTENDED.
First USA, Inc., a Delaware corporation ('First USA'), hereby offers to
purchase for cash any and all of the 9.33% Series A Capital Securities (the
'Series A Capital Securities') issued 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') to be issued by First USA Capital
Trust I, a Delaware business trust (the 'Trust'), at $1,155 per $1,000
liquidation amount (plus accumulated and unpaid distributions up to, but not
including, the settlement date), upon the terms and subject to the conditions
set forth in this Offer to Purchase (the 'Offer to Purchase') and the related
Letter of Transmittal (which together constitute the 'Offer'). All Securities
tendered in the Offer and not withdrawn will be purchased upon the terms and
subject to the conditions of the Offer.
The Offer is being made in connection with the contemplated merger (the
'Merger') between First USA and BANC ONE CORPORATION, an Ohio corporation ('BANC
ONE'). Upon the terms and subject to conditions of an Agreement and Plan of
Merger, dated as of January 19, 1997 and amended as of April 23, 1997 (as
amended, the 'Merger Agreement'), between First USA and BANC ONE, First USA will
be merged with and into BANC ONE, with BANC ONE as the surviving corporation.
Following the Merger and upon execution of appropriate documents, BANC ONE, as
successor to First USA, will succeed to First USA's rights as the owner of the
common securities (the 'Common Securities') of the Trust, and to its obligations
as guarantor under the Guarantees (as defined below), as issuer of the Junior
Subordinated Debentures (as defined below), as sponsor of the Trust. BANC ONE
will not succeed to First USA's rights as the owner of the Common Securities, to
its obligations as guarantor under the Guarantees, the issuer of the Junior
Subordinated Debentures and as sponsor of the Trust unless and until the Merger
is consummated. The Offer is conditioned upon the Merger having been
consummated. The Merger is expected to be consummated on or before June 30, 1997
and is not conditioned upon consummation of the Offer. See Section 6.
All references to First USA in this Offer to Purchase shall be deemed to
include BANC ONE following the Merger.
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THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM AMOUNT OF SECURITIES BEING
TENDERED. THE OFFER IS SUBJECT TO CONSUMMATION OF THE MERGER AND TO CERTAIN
OTHER CONDITIONS. SEE SECTION 6.
NONE OF THE TRUST OR ITS TRUSTEES, FIRST USA OR ITS BOARD OF DIRECTORS OR
BANC ONE OR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY HOLDER AS TO
WHETHER TO TENDER OR REFRAIN FROM TENDERING SECURITIES. EACH HOLDER MUST MAKE
SUCH HOLDER'S OWN DECISION WHETHER TO TENDER SECURITIES AND, IF SO, THE AMOUNT
OF SECURITIES TO TENDER.
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Pursuant to a registration rights agreement dated as of December 20, 1996,
among First USA, the Trust and the initial purchasers named therein, First USA
and the Trust have registered the Series B Capital Securities under the
Securities Act of 1933, as amended, under a Registration Statement (File No.
333-26669) on Form S-4 (the 'Registration Statement') filed with the Securities
and Exchange Commission. Upon the terms and subject to the conditions of the
Prospectus dated May 20, 1997 that constitutes a part of the Registration
Statement and the related Letter of Transmittal (which together constitute the
'Exchange Offer'), the Trust has offered to exchange $200,000,000 aggregate
liquidation amount of Series B Capital Securities for a like liquidation amount
of Series A Capital Securities and First USA has offered to exchange (i) its
guarantee (the 'Series A Guarantee') of payments of cash distributions and
payments on liquidation of the Trust or redemption of the Series A Capital
Securities for a like guarantee (together with the Series A Guarantee, the
'Guarantees') in respect of the Series B Capital Securities and (ii)
$200,000,000 of its 9.33% Series B Junior Subordinated Deferrable Debentures
(the 'Series B Junior Subordinated Debentures') for a like aggregate principal
amount of its 9.33% Series A Junior Subordinated Deferrable Debentures (together
with the Series B Junior Subordinated Debentures, the 'Junior Subordinated
Debentures').
The Exchange Offer is scheduled to expire at 9:00 a.m., New York City time,
on June 19, 1997, unless extended. Accordingly, holders of Securities
('Holders') will be able to exchange their Series A Capital Securities for
Series B Capital Securities in the Exchange Offer and then tender their Series B
Capital Securities in the Offer. However, as the Offer is for any and all Series
A Capital Securities and any and all Series B Capital Securities, Holders who
fail to exchange their Series A Capital Securities for Series B Capital
Securities in the Exchange Offer will still be able to tender their Series A
Capital Securities in the Offer.
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IMPORTANT
Any Holder desiring to tender all or any portion of such Holder's Securities
in the Offer should either (1) complete the Letter of Transmittal or a facsimile
copy thereof in accordance with the instructions in the Letter of Transmittal,
mail or deliver it and any other required documents to The Bank of New York (the
'Depositary') at one of its addresses set forth on the back cover of this Offer
to Purchase, and either mail or deliver the certificates for such Securities to
the Depositary along with the Letter of Transmittal or deliver such Securities
pursuant to the procedure for book-entry transfer set forth in Section 3, or (2)
request such Holder's broker, dealer, commercial bank, trust company or other
nominee to effect the transaction for such Holder. Holders having Securities
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such person if they desire to tender their
Securities. Holders who wish to tender Securities in the Offer and whose
certificates for such Securities are not immediately available should tender
such Securities by following the procedures for guaranteed delivery set forth in
Section 3.
The Depositary and The Depository Trust Company ('DTC') have confirmed that
the Offer is eligible for the DTC Automated Tender Offer Program ('ATOP').
Accordingly, DTC participants may electronically tender Securities pursuant to
the Offer by causing DTC to transfer Securities to the Depositary in accordance
with DTC's ATOP procedures for transfer. DTC will then send an Agent's Message
(as defined herein) to the Depositary. See Section 3.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover page.
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The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
June 2, 1997
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE TRUST,
FIRST USA OR BANC ONE AS TO WHETHER HOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SECURITIES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER
OTHER THAN THOSE CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR
MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST, FIRST USA OR BANC ONE. THE
INFORMATION CONTAINED IN THIS OFFER TO PURCHASE SPEAKS AS OF THE DATE HEREOF
UNLESS OTHERWISE SPECIFICALLY INDICATED. INFORMATION CONTAINED IN THIS OFFER TO
PURCHASE REGARDING BANC ONE, AND PRO FORMA INFORMATION, HAS BEEN FURNISHED BY
BANC ONE, AND INFORMATION IN THIS OFFER TO PURCHASE REGARDING FIRST USA AND THE
TRUST HAS BEEN FURNISHED BY FIRST USA.
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TABLE OF CONTENTS
INTRODUCTION............................................................... 1
1. Background of the Offer; Purpose..................................... 2
2. Amount of Securities................................................. 3
3. Procedures for Tendering Securities.................................. 3
4. Withdrawal Rights.................................................... 5
5. Acceptance for Payment of Securities and Payment of Offer
Consideration........................................................ 6
6. Certain Conditions of the Offer...................................... 7
7. Price Range of the Securities and Dividends.......................... 7
8. Effects of the Offer................................................. 8
9. Source and Amount of Funds........................................... 9
10. Certain Information Concerning First USA and BANC ONE................ 9
11. Transactions and Arrangements Concerning the Securities.............. 19
12. Certain Legal Matters; Regulatory Approvals.......................... 19
13. Certain Federal Income Tax Consequences.............................. 19
14. Extension; Termination; Amendments................................... 21
15. Fees and Expenses.................................................... 21
16. Miscellaneous........................................................ 22
<PAGE>
To the Holders of 9.33% Series A Capital Securities issued and
9.33% Series B Capital Securities to be issued by First USA Capital Trust I:
INTRODUCTION
First USA, Inc., a Delaware corporation ('First USA'), hereby offers to
purchase for cash any and all of the 9.33% Series A Capital Securities (the
'Series A Capital Securities') issued 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') to be issued by First USA Capital
Trust I, a Delaware business trust (the 'Trust'), at $1,155 per $1,000
liquidation amount (plus accumulated and unpaid distributions up to, but not
including, the settlement date), upon the terms and subject to the conditions
set forth in this Offer to Purchase (the 'Offer to Purchase') and the related
Letter of Transmittal (which together constitute the 'Offer'). The Offer and
withdrawal rights will expire at 9:00 a.m., New York City time, on Monday, June
30, 1997, unless the Offer is extended. See Sections 6 and 14.
The Offer is being made in connection with the contemplated merger (the
'Merger') between First USA and BANC ONE CORPORATION, an Ohio corporation ('BANC
ONE'). Upon the terms and subject to conditions of an Agreement and Plan of
Merger, dated as of January 19, 1997 and amended as of April 23, 1997 (as
amended, the 'Merger Agreement'), between First USA and BANC ONE, First USA will
be merged with and into BANC ONE, with BANC ONE as the surviving corporation.
Following the Merger and upon execution of appropriate documents, BANC ONE, as
successor to First USA, will succeed to First USA's rights as the owner of the
common securities (the 'Common Securities') of the Trust, to its obligations as
guarantor under the Guarantees (as defined below), as issuer of the Junior
Subordinated Debentures (as defined below) and as sponsor of the Trust. BANC ONE
will not succeed to First USA's rights as the owner of the Common Securities, to
its obligations as guarantor under the Guarantees, the issuer of the Junior
Subordinated Debentures and as sponsor of the Trust unless and until the Merger
is consummated. The Offer is conditioned upon the Merger having been
consummated. The Merger is expected to be consummated on or before June 30, 1997
and is not conditioned upon consummation of the Offer.
Holders of Securities ('Holders') that tender will not be obligated to pay
brokerage commissions, solicitation fees or, subject to the Instructions to the
Letter of Transmittal, transfer taxes on the purchase of Securities by First
USA. First USA will pay all charges and expenses of Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ('Merrill Lynch'), which is acting as
the Dealer Manager (the 'Dealer Manager'), The Bank of New York, which is acting
as the Depositary (the 'Depositary'), and Georgeson & Company Inc., which is
acting as the Information Agent (the 'Information Agent'), incurred in
connection with the Offer.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM AMOUNT OF SECURITIES BEING
TENDERED. THE OFFER IS SUBJECT TO CONSUMMATION OF THE MERGER AND TO CERTAIN
OTHER CONDITIONS. SEE SECTION 6.
NONE OF THE TRUST OR ITS TRUSTEES, FIRST USA OR ITS BOARD OF DIRECTORS OR
BANC ONE OR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY HOLDER AS TO
WHETHER TO TENDER OR REFRAIN FROM TENDERING SECURITIES. EACH HOLDER MUST MAKE
SUCH HOLDER'S OWN DECISION WHETHER TO TENDER SECURITIES AND, IF SO, THE AMOUNT
OF SECURITIES TO TENDER. HOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION
IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN
DECISION WHETHER TO TENDER, AND, IF SO, THE AMOUNT OF SECURITIES TO TENDER.
As of the date of this Offer to Purchase, $200,000,000 aggregate
liquidation amount of Series A Capital Securities were outstanding, all of which
were held of record by The Depository Trust Company ('DTC'). As of May 30, 1997,
no directors or executive officers of First USA or BANC ONE owned any
Securities.
Pursuant to a registration rights agreement dated as of December 20, 1996,
among First USA, the Trust and the initial purchasers named therein, First USA
and the Trust have registered the Series B Capital Securities under the
Securities Act of 1933, as amended, under a Registration Statement (File No.
333-26669) on Form S-4 (the 'Registration Statement') filed with the Securities
and Exchange Commission (the 'Commission'). Upon the terms and subject to the
conditions of the Prospectus dated May 20, 1997 (as the same may be amended or
supplemented from time to time, the 'Exchange Offer Prospectus') that
constitutes a part of the Registration Statement and the related Letter of
Transmittal (which together constitute the 'Exchange Offer'), the Trust has
<PAGE>
offered to exchange $200,000,000 aggregate liquidation amount of Series B
Capital Securities for a like liquidation amount of Series A Capital Securities
and First USA has offered to exchange (i) its guarantee (the 'Series A
Guarantee') of payments of cash distributions and payments on liquidation of the
Trust or redemption of the Series A Capital Securities for a like guarantee
(together with the Series A Guarantee, the 'Guarantees') in respect of the
Series B Capital Securities and (ii) $200,000,000 of its 9.33% Series B Junior
Subordinated Deferrable Debentures (the 'Series B Junior Subordinated
Debentures') for a like aggregate principal amount of its 9.33% Series A Junior
Subordinated Deferrable Debentures (together with the Series B Junior
Subordinated Debentures, the 'Junior Subordinated Debentures').
The Exchange Offer is scheduled to expire at 9:00 a.m., New York City time,
on June 19, 1997, unless extended. Accordingly, Holders will be able to exchange
their Series A Capital Securities for Series B Capital Securities in the
Exchange Offer and then tender their Series B Capital Securities in the Offer.
However, as the Offer is for any and all Series A Capital Securities and any and
all Series B Capital Securities, Holders who fail to exchange their Series A
Capital Securities for Series B Capital Securities in the Exchange Offer will
still be able to tender their Series A Capital Securities in the Offer.
The Series A Capital Securities were issued, and the Series B Capital
Securities will be issued upon consummation of the Exchange Offer, pursuant to
the Amended and Restated Declaration of Trust, dated as of December 20, 1997
(the 'Trust Agreement'), among the three individual administrative trustees of
the Trust, The Bank of New York (Delaware), as Delaware trustee, The Bank of New
York, as property trustee, and First USA. The Series B Capital Securities and
the Series A Capital Securities which remain outstanding after consummation of
the Exchange Offer and the Offer will vote together as a single class for
purposes of determining whether holders of the requisite percentage in
outstanding liquidation amount thereof have taken certain actions or exercised
certain rights under the Trust Agreement. The terms of the Series B Capital
Securities are identical in all material respects to the terms of the Series A
Capital Securities, except that the Series B Capital Securities have been
registered under the Securities Act, will not be subject to the $100,000 minimum
liquidation amount transfer restriction and certain other restrictions on
transfer applicable to the Series A Capital Securities and will not provide for
any liquidated damages.
The Junior Subordinated Debentures are issued pursuant to an indenture
dated as of December 20, 1996 (the 'Indenture') between First USA and The Bank
of New York, as property trustee. First USA, through the Guarantees, the Trust
Agreement, the Junior Subordinated Debentures and the Indenture, taken together,
fully, irrevocably and unconditionally guarantees all of the Trust's obligations
under the Securities. The Guarantees guarantee payments of distributions and
payments on liquidation or redemption of the Securities, but in each case only
to the extent that the Trust holds funds on hand legally available therefore and
has failed to make such payments. If First USA fails to make a required payment
on the Junior Subordinated Debentures, the Trust will not have sufficient funds
to make the related payments, including distributions, on the Securities. The
Guarantees will not cover any such payment when the Trust does not have
sufficient funds on hand legally available therefor. In such event, a holder of
Securities may institute a legal proceeding directly against First USA to
enforce its rights in respect of such payment.
For a more detailed description of the terms of the Securities, the Junior
Subordinated Debentures and the Guarantees, reference is made to the Exchange
Offer Prospectus which may be obtained in the manner described in Section 16 and
which is incorporated herein by such reference.
1. Background of the Offer; Purpose. Upon the terms and subject to
conditions of the Merger Agreement, First USA will be merged with and into BANC
ONE, with BANC ONE as the surviving corporation. Following the Merger and upon
execution of appropriate documents, BANC ONE, as successor to First USA, will
succeed to First USA's rights as the owner of the Common Securities, to its
obligations as guarantor under the Guarantees, as issuer of the Junior
Subordinated Debentures and as sponsor of the Trust. BANC ONE will not succeed
to First USA's rights as the owner of the Common Securities, to its obligations
as guarantor under the Guarantees, the issuer of the Junior Subordinated
Debentures and as sponsor of the Trust unless and until the Merger is
consummated. The Offer is conditioned upon the Merger having been consummated.
The Merger is expected to be consummated on or before June 30, 1997 and is not
conditioned upon consummation of the Offer.
Upon consummation of the Merger, each share of First USA common stock will
be converted into the right to receive 1.1659 (subject to certain antidilution
adjustments pursuant to the Merger Agreement) shares of BANC ONE common stock
(with cash in lieu of fractional shares). Following consummation of the Merger,
the First USA common stock will cease to be listed on the New York Stock
Exchange, the Pacific Stock Exchange and the
2
<PAGE>
Chicago Stock Exchange and the registration of the First USA common stock under
the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), will be
terminated.
Following the Merger, it is expected that John Tolleson, Chairman of First
USA, will be appointed as a Director of BANC ONE and that Richard W. Vague,
President of First USA, will become an executive officer of BANC ONE.
For a more detailed description of the Merger and the other transactions
contemplated by the Merger Agreement, reference is made to the Joint Proxy
Statement-Prospectus dated May 12, 1997 of First USA and BANC ONE which may be
obtained in the manner described in Section 16 and which is incorporated herein
by such reference.
First USA is making the Offer in order to refinance the Securities with
debt at lower interest rates. See Section 9.
The Offer provides Holders who are considering a sale of all or a portion
of their Securities with the opportunity to sell such Securities for cash at a
price in excess of the liquidation amount of the Securities without the usual
transaction costs associated with market sales.
If any Securities are purchased in the Offer but fewer than all of the
Securities are tendered, First USA or BANC ONE may in the future take various
actions with respect to the Securities, including, without limitation, the
solicitation of consents to modify the terms of the Securities and the purchase
of all or part of the remaining Securities by subsequent tender offer, in the
open market or by private agreement. Rule 13e-4 under the Exchange Act prohibits
First USA and its affiliates from offering to purchase Securities for cash,
other than pursuant to the Offer, until at least 10 business days after the
Expiration Date or the termination of the Offer. Any possible future offers to
purchase Securities for cash will depend on a number of factors, including the
results of the Offer, First USA's or BANC ONE's business and financial position
and general economic and market conditions.
2. Amount of Securities. First USA will, upon the terms and subject to the
conditions of the Offer, purchase any and all of the outstanding Securities that
are validly tendered and not withdrawn on or prior to the Expiration Date.
Series A Capital Securities must be tendered in denominations of $100,000
liquidation amount, or in an integral multiple of $1,000 in excess of such
amount, and Series B Capital Securities must be tendered in denominations of
$1,000 liquidation amount, or in an integral multiple of $1,000. The term
'Expiration Date' means 9:00 a.m., New York City time, on Monday, June 30, 1997,
unless and until First USA, in its sole discretion, shall have extended the
period of time during which the Offer is open, in which event the term
'Expiration Date' shall mean the latest time and date at which the Offer, as so
extended by First USA, shall expire. First USA expressly reserves the right, in
its sole discretion, at any time or from time to time, to extend the period of
time during which the Offer is open by giving oral or written notice of such
extension to the Depositary. There can be no assurance, however, that First USA
will exercise its right to extend the Offer. For a description of First USA's
right to extend the period of time during which the Offer is open and to
terminate, delay or amend the Offer, see Section 14. See also Section 6.
If First USA makes a material change in the terms of the Offer or the
information concerning the Offer or if it waives a material condition of the
Offer, First USA will extend the Offer to the extent required by applicable law.
If a material change occurs in the Offer, First USA shall make prompt disclosure
of that change in a manner reasonably calculated to inform Holders of such
change.
3. Procedures for Tendering Securities. To tender Securities pursuant to
the Offer, either:
(a) a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other documents required by the Letter of
Transmittal must be received by the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase and either (i)
certificates for the Securities to be tendered must be received by the
Depositary at one of such addresses, (ii) such Securities must be delivered
pursuant to the procedures for book-entry transfer described below (and a
confirmation of such delivery received by the Depositary (a 'Book-Entry
Confirmation')) or (iii) an electronic transmission of acceptance causing
DTC to transfer Securities to the Depositary in accordance with DTC's
Automated Tender Offer Program ('ATOP') procedures must be effected, in
each case on or prior to the Expiration Date; or
(b) the guaranteed delivery procedure described below must be complied
with.
3
<PAGE>
The Depositary will seek to establish accounts with respect to the
Securities at DTC and the Philadelphia Depository Trust Company (each, a
'Book-Entry Transfer Facility' and collectively, the 'Book-Entry Transfer
Facilities') for purposes of the Offer within two business days after the date
of this Offer to Purchase and any financial institution that is a participant in
the system of any Book-Entry Transfer Facility may make book-entry delivery of
Securities by causing each Book-Entry Transfer Facility to transfer such
Securities into the Depositary's account in accordance with the procedures of
such Book-Entry Transfer Facility. Although delivery of Securities may be
effected through book-entry transfer, the Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, or an Agent's Message (as
defined below) in connection with a book-entry delivery of Securities, and any
other required documents must, in any case, be received by the Depositary at one
of its addresses set forth on the back cover of this Offer to Purchase by the
Expiration Date, or the guaranteed delivery procedure described below must be
complied with. Delivery of the Letter of Transmittal and any other required
documents to a Book-Entry Transfer Facility does not constitute delivery to the
Depositary.
The term 'Agent's Message' means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering Securities that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that First USA
may enforce such agreement against the participant in such Book-Entry Transfer
Facility.
The Depositary and DTC have confirmed that the Offer is eligible for ATOP.
Accordingly, DTC participants may electronically tender Securities pursuant to
the Offer by causing DTC to transfer Securities to the Depositary in accordance
with DTC's ATOP procedures for transfer. DTC will then send an Agent's Message
to the Depositary.
Except as otherwise provided below, all signatures on a Letter of
Transmittal must be guaranteed by a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange, Inc. Medallion Signature
Guarantee Program or the Stock Exchange Medallion Program (each participant, an
'Eligible Institution'). Signatures on a Letter of Transmittal need not be
guaranteed if (a) the Letter of Transmittal is signed by the registered Holder
of the Securities tendered therewith and such registered Holder has not
completed either the box entitled 'Special Delivery Instructions' or the box
entitled 'Special Payment Instructions' on the Letter of Transmittal or (b) such
Securities are tendered for exchange for the account of an Eligible Institution.
See Instructions 1 and 5 of the Letter of Transmittal.
If a Security is registered in the name of a person other than the signer
of the Letter of Transmittal, or if payment is to be made, or a Security not
accepted for purchase or not tendered is to be returned, to a person other than
the registered Holder(s), then the Security must be endorsed or accompanied by
appropriate security powers, in either case signed exactly as the name(s) of the
registered Holder(s) appear on the Security with the signature(s) on such
Security or security powers guaranteed as described above. See Instructions 1
and 5 of the Letter of Transmittal.
Unless an exemption applies under applicable law and regulations, the
Depositary will be required to withhold, and will withhold, 31% of the gross
proceeds otherwise payable to a Holder or other payee pursuant to the Offer
unless the Holder or other payee provides such Holder's taxpayer identification
number (social security number or employer identification number) and certifies
that such number is correct. Each Holder tendering Securities (and, if
applicable, each other payee) should complete and sign the Substitute Form W-9
included as part of the Letter of Transmittal so as to provide the information
and certification necessary to avoid backup withholding, unless an applicable
exemption exists and is proven in a manner satisfactory to First USA and the
Depositary. See Section 5.
In certain instances, the Depositary will be required to withhold, and will
withhold, 31% (or a reduced rate pursuant to a tax treaty) from the amount
payable pursuant to the Offer to a foreign Holder or such Holder's agent. See
Section 5.
If a Holder desires to tender Securities pursuant to the Offer and such
Holder's certificates for Securities are not immediately available or the
procedures for book-entry transfer cannot be completed on a timely basis or time
4
<PAGE>
will not permit all required documents to reach the Depositary on or prior to
the Expiration Date, such Securities may nevertheless be tendered if all of the
following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by First USA is received by the
Depositary (as provided below) on or prior to the Expiration Date; and
(iii) the certificates for such Securities (or a Book-Entry
Confirmation), together with a properly completed and duly executed Letter
of Transmittal (or facsimile thereof), with any required signature
guarantees (or, in the case of a book-entry transfer or ATOP transfer, an
Agent's Message), and any other documents required by the Letter of
Transmittal, are received by the Depositary within three New York Stock
Exchange, Inc. trading days after the date of execution of the Notice of
Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF SECURITIES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER
FACILITY, AND ANY ACCEPTANCE OR AGENT'S MESSAGE TRANSMITTED THROUGH ATOP, IS AT
THE OPTION AND RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF CERTIFICATES FOR SECURITIES
ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED.
All questions as to the form of documents and the validity, eligibility
(including time of receipt) and acceptance of tenders of any Securities will be
determined by First USA, in its sole discretion, which determination shall be
final and binding. First USA reserves the absolute right to reject any or all
tenders determined by it not to be in proper form or the purchase of Securities
that may, in the opinion of First USA's counsel, be unlawful. First USA also
reserves the absolute right to waive any of the conditions of the Offer or any
defect or irregularity in the tender of any Securities of any particular Holder
whether or not similar defects or irregularities are waived in the case of other
Holders. None of First USA, the Trust, BANC ONE, the Dealer Manager, the
Depositary, the Information Agent or any other person will be under any duty to
give notification of any defect or irregularity in tenders of Securities or
incur any liability for failure to give any such notification. First USA's
interpretation of the terms and conditions of the Offer (including the Letter of
Transmittal and the Instructions thereto) will be final and binding.
Certificates for all Securities not purchased will be returned (or, in the case
of Securities delivered by book-entry transfer, such Securities not purchased
will be credited to the account maintained with one of the Book-Entry Transfer
Facilities by the participant therein who so delivered such Securities) as soon
as practicable after the Expiration Date without expense to the Holder.
4. Withdrawal Rights. Tenders of Securities pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are
irrevocable, except that they may be withdrawn after July 31, 1997 unless
theretofore purchased as provided in this Offer to Purchase. If First USA
extends the period of time during which the Offer is open, is delayed in
accepting for payment or paying for Securities or is unable to accept for
payment or pay for Securities pursuant to the Offer for any reason, then,
without prejudice to First USA's rights under the Offer, the Depositary may, on
behalf of First USA, retain all Securities tendered, and such Securities may not
be withdrawn except as otherwise provided in this Section 4, subject to Rules
13e-4(f)(5) and 14e-1(c) under the Exchange Act, which provide that the person
making the offer shall either pay the consideration offered, or return the
securities tendered, promptly after the termination or withdrawal of a tender
offer.
To be effective, a written, telegraphic or facsimile transmission notice of
withdrawal, or a properly transmitted Agent's Message through ATOP, must be
timely received by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase and must specify the name of the persons who
tendered the Securities to be withdrawn, the amount of Securities to be
withdrawn and the registered owner of the Securities to be withdrawn, if
different from the name of the person who tendered the Securities. If Securities
to be withdrawn have been delivered to the Depositary by either physical
delivery of certificates or book-entry transfer, a signed notice of withdrawal
with signatures guaranteed by an Eligible Institution (except in the case of
Securities tendered by an Eligible Institution) must be surrendered prior to the
release of such Securities. In addition, such
5
<PAGE>
notice must specify, in the case of Securities tendered by delivery of
certificates, the certificate number shown on the particular certificates
evidencing the Securities to be withdrawn or, in the case of Securities
delivered by book-entry transfer, the name and number of the account at one of
the Book-Entry Transfer Facilities to be credited with the withdrawn Securities.
Withdrawals may not be rescinded, and Securities withdrawn will thereafter be
deemed not tendered for purposes of the Offer. However, withdrawn Securities may
be retendered by again following one of the procedures described in this Section
3 at any time on or prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by First USA, in its sole
discretion, which determination shall be final and binding. None of First USA,
the Trust, BANC ONE, the Dealer Manager, the Depositary, the Information Agent
or any other person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or incur any liability for failure to
give any such notification.
Questions and requests for assistance may be directed to the Depositary,
the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers indicated on the back cover of this Offer to Purchase.
Requests for additional copies of this Offer to Purchase, the Letter of
Transmittal and other related documents should be directed to the Information
Agent or the Dealer Manager.
5. Acceptance for Payment of Securities and Payment of Offer
Consideration. Upon the terms and subject to the conditions of the Offer, First
USA will purchase any and all Securities properly tendered and not withdrawn as
soon as practicable after the Expiration Date. For purposes of the Offer, First
USA will be deemed to have accepted for payment (and thereby purchased)
Securities which are properly tendered and not withdrawn when, as and if it
gives oral or written notice to the Depositary of its acceptance of such
Securities for payment pursuant to the Offer.
Until the Securities are accepted for payment by First USA pursuant to the
Offer, the Securities will continue to be outstanding and owned of record by
tendering Holders.
Payment for Securities purchased pursuant to the Offer will be made by
depositing the aggregate Offer consideration therefor with the Depositary, which
will act as agent for Holders that tendered Securities for the purpose of
receiving payment from First USA and transmitting payment to such Holders.
Notwithstanding any other provision hereof, payment for Securities accepted
pursuant to the Offer will in all cases be made only after timely receipt by the
Depositary of certificates for such Securities (or a Book-Entry Transfer
Confirmation), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) or, in the case of a book-entry transfer or ATOP transfer, an
Agent's Message, with any required signature guarantees and any other required
documents.
Securities accepted for purchase by First USA will be purchased at $1,155
per $1,000 liquidation amount (plus accumulated and unpaid distributions up to,
but not including, the settlement date). First USA expects the settlement date
to be as soon as practicable after the Expiration Date. The settlement date will
be the same for all Securities purchased in the Offer, including Securities
delivered pursuant to the guaranteed delivery procedures. Except as specifically
provided in this Offer to Purchase, under no circumstances will interest be paid
on the Offer consideration, regardless of any delay in making such payment.
Distributions will cease to accrue on all Securities on the business day prior
to the settlement date, including on Securities delivered pursuant to the
guaranteed delivery procedures.
First USA will pay all transfer taxes, if any, payable on the tender of
Securities pursuant to the Offer; provided, however, that, if payment of the
Offer consideration is to be made to, or (in the circumstances permitted by the
Offer) if unpurchased Securities are to be registered in the name of, any person
other than the registered Holder, or if certificates tendered are registered in
the name of any person other than the person signing the Letter of Transmittal,
the amount of all transfer taxes, if any (whether imposed on the registered
Holder or such other person), payable on account of the transfer to such person
will be deducted from the Offer consideration unless evidence satisfactory to
First USA of the payment of such taxes or exemption therefrom is surrendered.
See Instruction 6 of the Letter of Transmittal.
Under United States federal income tax backup withholding rules, unless an
exemption applies, 31% of the gross proceeds payable to a Holder or other payee
pursuant to the Offer must be withheld and remitted to the United States
Treasury, unless the Holder or other payee provides such Holder's taxpayer
identification number
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<PAGE>
(employer identification number or social security number) to the Depositary and
certifies that such number is correct. Therefore, unless such an exemption
exists and is proven in a manner satisfactory to the Depositary, each Holder
tendering Securities should complete and sign the Substitute Form W-9 included
as part of the Letter of Transmittal so as to provide the information and
certification necessary to avoid backup withholding. Certain Holders (including,
among others, all corporations and certain foreign persons) are not subject to
backup withholding. In order for a foreign person to qualify for an exemption,
that Holder must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status. Such statements can be obtained
from the Depositary. See Instruction 8 of the Letter of Transmittal. Backup
withholding is not an additional tax; any amounts so withheld may be credited
against the United States federal income tax liability of the Holder, or
refunded if the amounts withheld exceed such liability.
6. Certain Conditions of the Offer. Notwithstanding any other provision of
the Offer, and in addition to (and not in limitation of) First USA's right to
extend or amend the Offer at any time in its sole discretion, First USA will not
be required to accept for payment, purchase or pay for any tendered Securities,
and may terminate or amend the Offer or may postpone (subject to the
requirements of the Exchange Act for prompt payment for or return of Securities)
the acceptance for payment, purchase of and payment for tendered Securities if
the Merger shall not have been consumated prior to the Expiration Date or if at
any time on or after June 2, 1997 and before the Expiration Date any of the
following shall have occurred (or shall have been determined by First USA in its
reasonable discretion to have occurred):
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal,
domestic or foreign, which challenges the making of the Offer, the purchase
of some or all of the Securities pursuant to the Offer or otherwise relates
in any manner to the Offer;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer, or First USA or
any of its subsidiaries, by any court or any authority, agency or tribunal,
domestic or foreign, which, in First USA's sole judgment, would or might,
directly or indirectly:
(i) make the acceptance for payment of or payment for some or all
of the Securities illegal or otherwise restrict or prohibit consummation
of the Offer; or
(ii) delay or restrict the ability of First USA, or render First
USA unable, to accept for payment or pay for some or all of the
Securities; or
(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities quoted on any national
securities exchange or on the Nasdaq; (ii) commencement or escalation of a
war, armed hostilities or other international or national emergency; (iii)
a declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States; or (iv) any limitation (whether or
not mandatory) by any United States governmental authority on the extension
of credit generally by banks or other financial institutions;
and, in the reasonable judgment of First USA, in any such case and regardless of
the circumstances (including any action or inaction by First USA) giving rise to
such condition, such event makes it inadvisable to proceed with the Offer or
with such acceptance for payment, purchase or payment.
The foregoing conditions are for the sole benefit of First USA, and may be
asserted by First USA regardless of the circumstances (including any action or
inaction by First USA) giving rise to any such condition, and any such condition
may be waived by First USA, in whole or in part, at any time and from time to
time in its sole discretion. First USA's failure at any time to exercise any of
the foregoing rights shall not be deemed a waiver of any such right; the waiver
of any such right with respect to particular facts and circumstances shall not
be deemed a waiver with respect to any other facts or circumstances; and each
such right shall be deemed an ongoing right which may be asserted at any time
and from time to time. Any determination by First USA concerning the events
described above will be final and binding on all parties.
7. Price Range of the Securities and Dividends. Currently, the Series A
Capital Securities are not regularly traded in an established market. Series A
Capital Securities may be traded by qualified institutional buyers and
7
<PAGE>
accredited investors in the over-the-counter market. Until the Exchange Offer is
consummated, no Series B Capital Securities will be issued and outstanding.
Accordingly, there is currently no market for the Series B Capital Securities.
Because the Series A Capital Securities are traded only over-the-counter
and there is no established trading market for the Series A Capital
Securities, sales prices and trading volume are difficult to determine. Merrill
Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc., the
initial purchasers of the Series A Capital Securities (the 'Initial
Purchasers'), have acted as market makers with respect to the Series A Capital
Securities.
Although the Initial Purchasers have informed First USA and the Trust that
they each intend to make a market in the Series B Capital Securities, they are
not obligated to do so, and any such market making may be discontinued at any
time without notice. Accordingly, there can be no assurance as to the
development or liquidity of any market for the Series B Capital Securities. The
Trust and First USA do not intend to apply for listing of the Series B Capital
Securities on any securities exchange or for quotation through the Nasdaq.
Holders of Securities will be entitled to receive cumulative cash
distributions from the Trust arising from the payment to the Trust by First USA
of interest on the Junior Subordinated Debentures, accruing from December 20,
1996, and payable semi-annually in arrears on January 15 and July 15 of each
year, commencing July 15, 1997, at the annual rate of 9.33% of the liquidation
amount of $1,000 per Security. First USA will have the right to defer payments
of interest on the Junior Subordinated Debentures under certain circumstances.
8. Effects of the Offer. To the extent that Securities are tendered,
accepted for payment and purchased in the Offer, the trading market for
Securities that remain outstanding could be even more limited than it is at
present or would otherwise be upon consummation of the Exchange Offer. The
extent of the market for the Securities and the availability of market
quotations would depend upon the number of Holders of the Securities remaining
at such time, the interest in maintaining a market in the Securities on the part
of securities firms and other factors. There can be no assurance that any
trading market for the Securities will exist after completion of the Offer. A
security with a smaller outstanding principal amount available for trading (a
smaller 'float') may command a lower price than would a comparable security with
a greater float. Therefore, the market price for Securities that are not
tendered and purchased in the Offer may be affected adversely to the extent that
the principal amount of Securities purchased pursuant to the Offer reduces the
float. The reduced float may also tend to make the trading price of Securities
that are not purchased in the Offer more volatile.
If any Securities are purchased in the Offer but fewer than all of the
Securities are tendered, First USA or BANC ONE may in the future take various
actions with respect to the Securities, including, without limitation, the
solicitation of consents to modify the terms of the Securities and the purchase
of all or part of the remaining Securities by subsequent tender offer, in the
open market or by private agreement. Rule 13e-4 under the Exchange Act prohibits
First USA and its affiliates from offering to purchase Securities for cash,
other than pursuant to the Offer, until at least 10 business days after the
Expiration Date or the termination of the Offer. Any possible future offers to
purchase Securities for cash will depend on a number of factors, including the
results of the Offer, First USA's or BANC ONE's business and financial position
and general economic and market conditions.
8
<PAGE>
9. Source and Amount of Funds. Assuming that all outstanding Securities
are purchased pursuant to the Offer, the total amount of funds required by First
USA to consummate the Offer, and to pay related fees and expenses, is estimated
to be approximately $241.6 million. The funds used to consummate the purchase
of Securities pursuant to the Offer are expected to be provided by BANC ONE.
BANC ONE plans to obtain the necessary funds through the issuance of commercial
paper notes. BANC ONE's commercial paper program involves the private placement
of unsecured commercial paper notes with varying maturities of up to 270 days.
The commercial paper issuances generally have an effective interest rate
approximating the then market rate of interest for commercial paper of similar
rating. Currently the weighted average interest rate for BANC ONE commercial
paper outstanding is approximately 5.60%. BANC ONE may refinance any commercial
paper borrowings used to finance the purchase of Securities pursuant to the
Offer through private placements of additional commercial paper, the issuance of
term debt securities or through such other financing as BANC ONE may deem
appropriate.
10. Certain Information Concerning First USA and BANC ONE.
Description of First USA's Business
First USA, incorporated in 1989, is a Delaware corporation, which, through
its wholly owned subsidiary, First USA Bank, is the fourth largest issuer of
Visa and MasterCard credit cards in the United States. First USA's majority
owned subsidiary, First USA Paymentech, Inc. ('First USA Paymentech'), engages
in the credit card industry primarily as a payment processor of merchant
bankcard transactions. First USA conducts its business through its wholly owned
subsidiary, First USA Financial, Inc. ('First USA Financial'), which is the
parent company of First USA Bank and the majority stockholder of First USA
Paymentech.
First USA Federal Savings Bank ('First USA FSB'), a wholly owned subsidiary
of First USA Financial, offers additional financial products including
mortgages, auto loans, insurance and installment loans. First USA's other
business units, conducted through other subsidiary of First USA Financial,
provide services that complement First USA Bank's, First USA Paymentech's and
First USA FSB's business operation.
The address of the principal executive office of First USA is 1601 Elm
Street, 47th Floor, Dallas, Texas 75201.
Upon consummation of the Merger, First USA will be merged with and into
BANC ONE, with BANC ONE continuing as the surviving corporation and succeeding
to all of First USA's rights, obligations and businesses.
Description of BANC ONE's Business
BANC ONE is a multi-bank holding company incorporated under the laws of the
State of Ohio that, at March 31, 1997, operated approximately 1,500 banking
offices in Arizona, Colorado, Illinois, Indiana, Kentucky, Louisiana, Ohio,
Oklahoma, Texas, Utah, West Virginia and Wisconsin. BANC ONE also owns nonbank
subsidiaries that engage in credit card and merchant processing, consumer and
education finance, mortgage banking, insurance, venture capital, investment and
merchant banking, trust, brokerage, investment management, equipment leasing and
data processing. The address of the principal executive office of BANC ONE is
100 East Broad Street, Columbus, Ohio 43271 and its telephone number is (614)
248-5944.
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Summary Financial Information
The following tables present summary financial data for each of First USA
and BANC ONE on an historical basis.
The summary selected historical financial data for First USA for each of
the three years ended June 30, 1996 is based on and derived from, and should be
read in conjunction with, the historical consolidated financial statements and
the related notes thereto of First USA, included in First USA's Annual Report on
Form 10-K for the fiscal year ended June 30, 1996, as amended by Amendment No. 1
on Form 10-K/A (as amended, the 'First USA 10-K'), filed April 24, 1997, which
are incorporated by reference herein and may be obtained in the manner described
in Section 16. The summary selected historical financial data for First USA for
the periods ended March 31, 1997 and 1996 is unaudited and should be read in
conjunction with First USA's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997 (the 'First USA 10-Q'), which is incorporated by
reference herein and may be obtained in the manner described in Section 16.
The summary selected historical financial data for BANC ONE for each of the
three years ended December 31, 1996 is based on and derived from, and should be
read in conjunction with, the historical consolidated financial statements and
the related notes thereto of BANC ONE included in BANC ONE's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, as amended by Amendment
No. 1 on Form 10-K/A, filed March 21, 1997 (as amended, the 'BANC ONE 10-K'),
which is incorporated by reference herein and may be obtained in the manner
described in Section 16. The summary selected historical financial data for BANC
ONE for the periods ended March 31, 1997 and 1996 is unaudited and should be
read in conjunction with BANC ONE's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997 (the 'BANC ONE 10-Q'), which is
incorporated by reference herein and may be obtained in the manner described in
Section 16. Results of First USA and BANC ONE for less than a full financial
year are not necessarily indicative of results expected for the entire year.
SUMMARY SELECTED HISTORICAL FINANCIAL DATA OF FIRST USA
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31, YEAR ENDED JUNE 30,
------------------------- --------------------------------------
1997 1996 1996 1995 1994
----------- ---------- ---------- ---------- ----------
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Total interest income and other income................. $ 1,479,664 $1,234,072 $1,633,742 $1,192,059 $ 815,760
Income from continuing operations...................... 167,312 198,961 246,736 178,422 150,934
Income from continuing operations per common share..... 1.22 1.49 1.84 1.36 1.23
Historical cash dividends declared per common share.... 0.165 0.09 0.12 0.06 0.04
Total assets (end of period)........................... 10,225,654 7,703,034 7,708,501 6,379,116 5,573,767
Long-term borrowings (end of period)................... 1,783,516 1,142,496 1,230,637 1,087,299 918,526
Total stockholders' equity (end of period)............. 1,306,907 1,050,131 1,113,880 764,815 574,547
Income per common share before extraordinary income.... 1.22 1.49 1.84 1.36 1.23
Extraordinary items.................................... -- -- -- -- (0.09)
Net income per common share............................ 1.22 1.49 1.84 1.36 1.14
Net income per share on a fully diluted basis.......... 1.21 1.49 1.84 1.35 1.14
Ratio of earnings to fixed charges including
interest-bearing deposits............................ 1.79x 2.04x 1.98x 1.91x 2.17x
Book value per share................................... 9.82 8.11 8.53 6.02 4.60
</TABLE>
First USA adopted Statement of Financial Accounting Standards ('SFAS') No.
125, 'Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities,' for all securitization transactions occuring
subsequent to December 31, 1996, including transfers of receivables pursuant to
existing
10
<PAGE>
securitization structures that occurred after December 31, 1996. Because First
USA restated its financial statements as discussed below, and therefore has
recorded gains on securitization transactions as a result of the restatement,
the adoption of SFAS No. 125 had no material effect on First USA's consolidated
financial statement as of and for the three months ended March 31, 1997.
However, by restating its financial statements and recording gains on
securitization transactions in prior periods, First USA's net income for the
quarter ended March 31, 1997 was less than it would otherwise have been due to a
reduction in the one-time effect of adopting SFAS No. 125 of $53 million
after-tax, or $0.38 per share. In addition, First USA anticipates that the
restatements will reduce net income from what it would otherwise have been by
approximately $176 million, or $1.28 per share, for the 12 months ending
December 31, 1997 because earnings expected to be recognized in the 12-month
period ending December 31, 1997 have been recognized in the restatement of prior
periods' results in accordance with the corrected accounting policy. This
non-cash earnings reduction is limited to calendar 1997 and should not have an
adverse effect on subsequent periods.
RECENT DEVELOPMENTS
On April 24, 1997, First USA announced that it had restated its financial
statements to properly reflect two items. Prior to the restatement, First USA
had not recorded gains on securitization transactions consistent with its belief
and common industry assumption that such gains would not be significant due to
the relatively short life of the outstanding balances and the narrow spread
between the account yield and the sum of the cost of servicing these accounts
and investor yield on the securitizations. As a result of a more detailed
analysis of gains on all securitizations of credit card receivable balances in
connection with the preparation for the adoption of SFAS No. 125, which is
effective January 1, 1997, First USA restated its financial statements to
recognize gains in prior periods.
In addition, First USA, prior to the restatement, had been deferring the
costs to solicit new accounts. These costs were deferred and matched with the
future revenues from these new accounts over a 12-month period. The average life
of these new accounts, including all annual renewals, is expected to be seven
years. During the course of a review of First USA's accounting policies in
connection with the Merger, First USA learned that, while its deferred costs
were paid to independent third parties, these costs were not eligible for
deferral, and that its accounting policy regarding such solicitation costs did
not conform with the accounting policy of BANC ONE. As a result, First USA
restated its financial statements to expense these costs in the period such
costs were incurred.
The restatement of the financial statements did not affect First USA's net
cash flows, liquidity or regulatory capital compliance, nor did the restatement
have an effect on First USA's fiscal year 1996 and 1995 net income. The
restatement did, however, have an effect on previously reported quarterly
results of the 1996 and 1995 fiscal years and increased fiscal year 1994
earnings. The summary financial data set forth herein have been adjusted to
reflect the restatement of First USA's financial statements.
On April 24, 1997, First USA filed with the Commission Amendment No. 1 on
Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended June 30,
1996, Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q for
the period ended September 30, 1996 and Amendment No. 1 on Form 10-Q/A to its
Quarterly Report on Form 10-Q for the period ended December 31, 1996 to reflect
the restatement of its financial statements. Each such Amendment is incorporated
herein by reference and may be obtained in the manner described in Section 16.
On April 23, 1997, in connection with the restatement of financial
statements of First USA, BANC ONE and First USA agreed to amend the Merger
Agreement to provide, among other things, that BANC ONE would not assert such
restatement (or certain related effects) as a basis for terminating the Merger
Agreement.
11
<PAGE>
SUMMARY SELECTED HISTORICAL FINANCIAL DATA OF BANC ONE
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
-------------------------- ------------------------------------------
1997 1996 1996 1995 1994
------------ ----------- ------------ ----------- -----------
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Total interest income and other income................. $ 2,709,584 $ 2,487,557 $ 10,272,356 $ 8,970,888 $ 7,777,941
Income from continuing operations...................... 370,665 345,881 1,426,533 1,277,863 1,005,109
Income from continuing operations per common share..... 0.86 0.77 3.23 2.91 2.20
Historical cash dividends per common share............. 0.38 0.34 1.36 1.24 1.13
Total assets (end of period)........................... 101,587,905 95,708,182 101,848,087 90,453,963 88,922,586
Long-term borrowings................................... 4,905,539 3,010,097 4,189,513 2,720,373 1,866,448
Total stockholders' equity............................. 8,397,525 8,430,083 8,646,960 8,197,478 7,564,860
Net income per common share............................ 0.86 .77 3.23 2.91 2.20
Net income per share on a fully diluted basis.......... $ 0.85 $ 0.76 $ 3.19 $ 2.88 $ 2.20
Ratio of earnings to fixed charges..................... 1.66x 1.64x 1.65x 1.63x 1.66x
Book value per share................................... $ 19.54 $ 18.80 $ 19.75 $ 18.58 $ 16.75
</TABLE>
12
<PAGE>
Unaudited Pro Forma Condensed Combined Financial Information
The following unaudited pro forma condensed combined financial information
and explanatory notes are presented to show the impact on the historical
financial position and results of operations of BANC ONE of the Merger under the
'pooling of interests' method of accounting. The unaudited pro forma condensed
combined financial information combines the historical financial information of
BANC ONE for the fiscal years ended December 31, 1996, 1995 and 1994 with the
historical financial information of First USA for the twelve-month periods ended
December 31, 1996, 1995 and 1994, respectively, as amended, in the case of First
USA, by Amendment No. 1 on Form 10-K/A to First USA's Annual Report on Form 10-K
for the fiscal year ended June 30, 1996, Amendment No. 1 on Form 10-Q/A to First
USA's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 and
Amendment No. 1 on Form 10-Q/A to First USA's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1996.
The unaudited pro forma condensed combined financial information for each
of the three years ended December 31, 1996, 1995 and 1994 is based on and
derived from, and should be read in conjunction with, (a) the historical
consolidated financial statements and the related notes thereto of BANC ONE,
which are incorporated by reference herein and may be obtained in the manner
described in Section 16, and (b) the historical consolidated financial
statements and the related notes thereto of First USA, as amended, in the case
of First USA, by Amendment No. 1 on Form 10-K/A to First USA's Annual Report on
Form 10-K for the fiscal year ended June 30, 1996, Amendment No. 1 on Form
10-Q/A to First USA's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 and Amendment No. 1 on Form 10-Q/A to First USA's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1996, which are
incorporated by reference herein and may be obtained in the manner described in
Section 16. Certain pro forma adjustments have been made to the condensed
combined financial information to conform significant accounting policy
differences identified by BANC ONE and First USA.
13
<PAGE>
BANC ONE CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED BALANCE SHEET
AT DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
BANC ONE FIRST USA ADJUSTMENTS PRO FORMA
------------ ----------- ----------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Assets:
Cash and due from banks.............................. $ 6,350,803 $ 173,626 $ 6,524,429
Short-term investments and interest bearing deposits
in other banks..................................... 348,717 332,673 681,390
Loans held for sale.................................. 1,473,756 1,473,756
Securities held to maturity.......................... 887,431 3,608,418 $(3,608,418)(b) 887,431
Securities available for sale........................ 14,635,199 3,611,310 (b) 18,246,509
Loans & leases....................................... 74,193,936 5,195,859 79,389,795
Less reserve....................................... (1,075,092) (122,587) (1,197,679)
Bank premises and equipment, net..................... 1,673,384 113,322 1,786,706
Intangibles.......................................... 692,485 42,830 735,315
Other assets......................................... 2,667,468 934,438 3,601,906
------------ ----------- ----------- ------------
Total assets..................................... $101,848,087 $10,278,579 $ 2,892 $112,129,558
------------ ----------- ----------- ------------
------------ ----------- ----------- ------------
Liabilities:
Deposits:
Demand--non-interest bearing....................... $ 16,195,105 $ 16,195,105
Interest bearing................................... 56,178,022 $ 1,705,124 57,883,146
------------ ----------- ------------
Total deposits................................... 72,373,127 1,705,124 74,078,251
Short-term borrowings................................ 14,105,576 4,914,685 19,020,261
Long-term borrowings................................. 4,189,513 1,743,448 5,932,961
Other liabilities.................................... 2,532,911 436,972 $ 1,012 (b) 2,970,895
------------ ----------- ----------- ------------
Total liabilities...................................... 93,201,127 8,800,229 1,012 102,002,368
Company-obligated mandatorily redeemable preferred
securities of subsidiary trust holding solely
subordinated debentures.............................. 200,000 200,000
Preferred stock........................................ 207,016 58 (58)(a) 207,016
Common stock........................................... 2,165,466 1,231 771,870 (a) 2,938,567
Capital in excess of aggregate stated value of common
stock................................................ 4,453,330 608,629 (771,812)(a) 4,290,147
Retained earnings...................................... 2,013,930 668,432 2,682,362
Net unrealized holding gains on securities available
for sale, net of tax................................. 20,286 1,880 (b) 22,166
Treasury shares........................................ (213,068) (213,068)
------------ ----------- ----------- ------------
Total stockholders' equity............................. 8,646,960 1,278,350 1,880 9,927,190
------------ ----------- ----------- ------------
Total liabilities and stockholders' equity............. $101,848,087 $10,278,579 $ 2,892 $112,129,558
------------ ----------- ----------- ------------
------------ ----------- ----------- ------------
</TABLE>
- ------------------
(a) The pro forma amount (including the conversion of First USA's 6 1/4%
Convertible Preferred Stock which occurred on May 20, 1997) assumes
154,620,189 shares of BANC ONE common stock are issued in the Merger, based
on the exchange ratio of 1.1659 shares of BANC ONE common stock for each
share of First USA common stock outstanding as of December 31, 1996. The
actual number of shares of BANC ONE common stock to be issued will be
determined at the time the Merger is consummated.
(b) To transfer securities from securities held to maturity to securities
available for sale and related tax effect, consistent with BANC ONE's
interest rate risk position under its asset-liability management policy.
See Notes to the Unaudited Pro Forma Condensed Combined Financial Information.
14
<PAGE>
BANC ONE CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(UNAUDITED)
YEAR ENDED DECEMBER 31, 1996 FOR BANC ONE AND
TWELVE-MONTH PERIOD ENDED DECEMBER 31, 1996 FOR FIRST USA
<TABLE>
<CAPTION>
BANC ONE FIRST USA PRO FORMA
----------- ----------- -----------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Interest income........................................ $ 8,044,852 $ 564,626 $ 8,609,478
Interest expense....................................... (3,189,398) (407,586) (3,596,984)
----------- ----------- -----------
Net interest income.................................... 4,855,454 157,040 5,012,494
Provision for loan and lease losses.................... (788,087) (154,627) (942,714)
----------- ----------- -----------
Net interest income after provision for loan and lease
losses............................................... 4,067,367 2,413 4,069,780
Other income........................................... 2,227,504 1,309,936 3,537,440
Other expenses......................................... (4,184,159) (878,822) (5,062,981)
----------- ----------- -----------
Income before income taxes............................. 2,110,712 433,527 2,544,239
Income taxes........................................... (684,179) (157,195) (841,374)
----------- ----------- -----------
Income from continuing operations before distributions
on preferred securities of subsidiary trust.......... 1,426,533 276,332 1,702,865
Distributions on preferred securities of subsidiary
trust, net of taxes.................................. (370) (370)
----------- ----------- -----------
Income from continuing operations...................... $ 1,426,533 $ 275,962 $ 1,702,495
----------- ----------- -----------
----------- ----------- -----------
Income from continuing operations per common share(a).. $ 3.23 $ 2.83
----------- -----------
----------- -----------
Weighted average common shares outstanding (000)....... 436,927 594,848
----------- -----------
----------- -----------
</TABLE>
- ------------------
(a) The calculation of income from continuing operations per common share for
the pro forma financial statements uses the weighted average number of
outstanding shares of BANC ONE common stock and First USA common stock,
adjusted to equivalent shares of BANC ONE common stock.
See Notes to the Unaudited Pro Forma Condensed Combined Financial Information.
15
<PAGE>
BANC ONE CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(UNAUDITED)
YEAR ENDED DECEMBER 31, 1995 FOR BANC ONE AND
TWELVE-MONTH PERIOD ENDED DECEMBER 31, 1995 FOR FIRST USA
<TABLE>
<CAPTION>
BANC ONE FIRST USA PRO FORMA
----------- --------- -----------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Interest income........................................ $ 7,100,918 $ 464,408 $ 7,565,326
Interest expense....................................... (2,971,468) (365,286) (3,336,754)
----------- --------- -----------
Net interest income.................................... 4,129,450 99,122 4,228,572
Provision for loan and lease losses.................... (457,499) (68,638) (526,137)
----------- --------- -----------
Net interest income after provision for loan and lease
losses............................................... 3,671,951 30,484 3,702,435
Other income........................................... 1,869,970 963,886 2,833,856
Other expenses......................................... (3,631,639) (700,539) (4,332,178)
----------- --------- -----------
Income before income taxes............................. 1,910,282 293,831 2,204,113
---------
Income taxes........................................... (632,419) (108,620) (741,039)
----------- --------- -----------
Income from continuing operations...................... $ 1,277,863 $ 185,211 $ 1,463,074
----------- --------- -----------
----------- --------- -----------
Income from continuing operations per common
share (a)............................................ $ 2.91 $ 2.46
----------- -----------
----------- -----------
Weighted average common shares outstanding (000)....... 433,323 587,781
----------- -----------
----------- -----------
</TABLE>
- ------------------
(a) The calculation of income from continuing operations per common share for
the pro forma financial statements uses the weighted average number of
outstanding shares of BANC ONE common stock and First USA common stock,
adjusted to equivalent shares of BANC ONE common stock.
See Notes to the Unaudited Pro Forma Condensed Combined Financial Information.
16
<PAGE>
BANC ONE CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(UNAUDITED)
YEAR ENDED DECEMBER 31, 1994 FOR BANC ONE AND
TWELVE-MONTH PERIOD ENDED DECEMBER 31, 1994 FOR FIRST USA
<TABLE>
<CAPTION>
BANC ONE FIRST USA PRO FORMA
---------- ---------- ------------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Interest income........................................ $6,448,416 $ 426,555 $ 6,874,971
Interest expense....................................... (2,248,841) (249,942) (2,498,783)
---------- ---------- ------------
Net interest income.................................... 4,199,575 176,613 4,376,188
Provision for loan and lease losses.................... (242,269) (49,954) (292,223)
---------- ---------- ------------
Net interest income after provision for loan and lease
losses............................................... 3,957,306 126,659 4,083,965
Other income........................................... 1,329,525 573,120 1,902,645
Other expenses......................................... (3,767,979) (401,512) (4,169,491)
---------- ---------- ------------
Income before income taxes............................. 1,518,852 298,267 1,817,119
Income taxes........................................... (513,743) (108,946) (622,689)
---------- ---------- ------------
Income from continuing operations...................... $1,005,109 $ 189,321 $ 1,194,430
---------- ---------- ------------
---------- ---------- ------------
Income from continuing operations per common
share(a)............................................. $ 2.20 $ 1.96
---------- ------------
---------- ------------
Weighted average common shares outstanding (000)....... 448,118 601,548
---------- ------------
---------- ------------
</TABLE>
- ------------------
(a) The calculation of income from continuing operations per common share for
the pro forma financial statements uses the weighted average number of
outstanding shares of BANC ONE common stock and First USA common stock,
adjusted to equivalent shares of BANC ONE common stock.
See Notes to the Unaudited Pro Forma Condensed Combined Financial Information.
17
<PAGE>
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma condensed combined financial information reflects
the Merger using the 'pooling of interests' method of accounting. The unaudited
Pro Forma Condensed Combined Balance Sheet assumes that the Merger was
consummated on December 31, 1996.
BANC ONE has a fiscal year ending December 31 and First USA has a fiscal
year ending June 30. Accordingly, the unaudited Pro Forma Condensed Combined
Statements of Income combine BANC ONE's historical results for the fiscal years
ended December 31, 1996, 1995 and 1994 with First USA's historical results for
the twelve-month periods ended December 31, 1996, 1995 and 1994, respectively,
giving effect to the Merger as if it had occurred on January 1, 1994.
Certain pro forma adjustments have been made to these condensed combined
financial statements to conform significant accounting policy differences
identified by BANC ONE and First USA.
NOTE 2. MERGER-RELATED EFFECTS
The pro forma data does not, given the operational overlap of credit card
operations between BANC ONE and First USA, reflect the incurrence of certain
costs relating to or resulting from the Merger. Such costs are expected to
result in an estimated charge to earnings of $150 million; however, the actual
costs could be substantially greater. Furthermore, the pro forma data does not
reflect any benefits from potential cost savings or synergies expected to be
achieved following the Merger.
NOTE 3. ADDITIONAL TRANSACTION
The pro forma financial data does not give effect to the June 1, 1997
acquisition of Liberty Bancorp, Inc., an Oklahoma corporation, as the
acquisition is not material to BANC ONE individually or in the aggregate since
it represents less than 3% of BANC ONE's consolidated assets as of December 31,
1996.
NOTE 4. DELINQUENT LOAN CHARGE-OFF
The pro forma data does not reflect adjustments to conform BANC ONE's and
First USA's delinquent loan charge-off policies. BANC ONE's policy is to
charge-off credit card and certain consumer finance loans delinquent greater
than 180 days while First USA's policy is to charge-off loans delinquent greater
than 209 days. Consideration is being given as to which policy is most
appropriate. Such change will impact accounting for both the on-balance-sheet
portfolios and securitized portfolios. Delinquent loans included in the managed
portfolio greater than 180 days but less than 210 days for BANC ONE (all of
which have been charged-off) were approximately $56 million, $32 million and $19
million at December 31, 1996, 1995, and 1994, respectively. Delinquent loans
included in the managed portfolio greater than 180 days but less than 210 days
for First USA were approximately $97 million, $49 million and $20 million at
December 31, 1996, 1995, and 1994, respectively.
18
<PAGE>
11. Transactions and Arrangements Concerning the Securities. Except as
described in this Offer to Purchase, none of First USA, or, to First USA's
knowledge, any of its executive officers or directors, or the Trust or, to the
Trust's knowledge, its trustees, or BANC ONE or, to BANC ONE's knowledge, any of
the persons listed in Schedule I hereto, any associate or subsidiary of any of
the foregoing or any executive officer or director of any such subsidiary has
effected any transaction in respect of the Securities during the past 40
business days. Except as set forth in this Offer to Purchase, none of First USA,
or, to First USA's knowledge, any of its executive officers or directors, or the
Trust or, to the Trust's knowledge, its trustees, or BANC ONE or, to BANC ONE's
knowledge, any of the persons listed on Schedule I hereto is a party to any
contract, arrangement, understanding or relationship relating, directly or
indirectly, to the Offer with any other person or with respect to any securities
of First USA. Except as set forth in this Offer to Purchase, none of First USA,
or, to First USA's knowledge, any of its executive officers or directors, or the
Trust or, to the Trust's knowledge, its trustees, or BANC ONE or, to BANC ONE's
knowledge, any of the persons listed on Schedule I hereto or any of BANC ONE's
affiliates has current plans or proposals which relate to or would result in any
extraordinary corporate transaction involving First USA or any of its
subsidiaries, such as the acquisition or disposition of securities of First USA,
a merger, reorganization, liquidation or the sale or transfer of a material
amount of assets (although First USA from time to time may consider various
acquisition or divestiture opportunities), any change in its current Board of
Directors or management, any material change in the present dividend rate or
policy, indebtedness or capitalization, any material change in its business or
corporate structure, any material change in its certificate of incorporation or
by-laws, causing a class of its equity securities to become delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
causing a class of its equity securities to become eligible for termination of
registration pursuant to the Exchange Act, the suspension of First USA's
obligation to file reports pursuant to Section 13 or 15(d) of the Exchange Act,
or any actions similar to any of the foregoing.
12. Certain Legal Matters; Regulatory Approvals. First USA is not aware of
any license or regulatory permit that appears to be material to its business
that might be adversely affected by its purchase of Securities pursuant to the
Offer or of any approval or other action by any government or governmental,
administrative or regulatory authority or agency, domestic or foreign, that
would be required for First USA's purchase of Securities pursuant to the Offer.
Should any such approval or other action be required, First USA currently
contemplates that it will seek such approval or other action. First USA cannot
predict whether it may determine that it is required to delay the acceptance for
payment of, or payment for, Securities, tendered pursuant to the Offer pending
the outcome of any such matter. There can be no assurance that any such approval
or other action, if needed, would be obtained or would be obtained without
substantial conditions or that the failure to obtain any such approval or other
action might not result in adverse consequences to First USA's business. First
USA's obligations under the Offer are subject to certain conditions. See Section
6.
13. Certain Federal Income Tax Consequences. The following is a general
summary of certain United States federal income tax considerations generally
applicable to the Offer under current law. The general summary set forth below
is based upon current laws, regulations, rulings and judicial decisions, all of
which are subject to change, possibly with retroactive effect. The discussion
below does not address all aspects of United States federal income taxation that
may be relevant to particular Holders in the context of their specific
investment circumstances or certain types of Holders subject to special
treatment under such laws (e.g., financial institutions and tax-exempt
organizations). In addition, the discussion does not address any aspect of
state, local or foreign taxation. For purpose of this discussion, a 'U.S.
Holder' is a holder of Securities who or which is (i) a citizen or individual
resident of the United States for federal income tax purposes, (ii) a
corporation or partnership created or organized in or under the laws of the
United States or any political subdivision thereof, (iii) an estate the income
of which is includable in its gross income for federal income tax purposes
without regard to its source or (iv) a trust if a court within the United States
is able to exercise primary supervision over the administration of the trust and
one or more United States trustees have the authority to control all substantial
decisions of the trust.
EACH HOLDER SHOULD CONSULT WITH SUCH HOLDER'S TAX ADVISOR IN DETERMINING
THE FEDERAL, STATE, LOCAL AND ANY OTHER TAX CONSEQUENCES TO THE PARTICULAR
HOLDER OF THE TENDER OF SECURITIES PURSUANT TO THE OFFER AND ANY CHANGES IN
APPLICABLE TAX LAWS SUBSEQUENT TO THE DATE HEREOF AND ANY PROPOSED LEGISLATION.
19
<PAGE>
In general, a U.S. Holder will recognize gain or loss on the sale of a
Security to First USA pursuant to the Offer in an amount equal to the
difference, if any, between its adjusted tax basis in the Security and the cash
received by the U.S. Holder upon such sale (other than with respect to accrued
and unpaid interest which has not yet been included in income, which will be
treated as ordinary income). A U.S. Holder's adjusted tax basis in the Security
generally will be the amount paid by such U.S. Holder for the Security (and, in
the case of a Series B Capital Security received in the Exchange Offer,
generally would be the amount paid by such U.S. Holder for the Series A Capital
Security exchanged therefor). Subject to the 'market discount' rules discussed
below, such gain or loss generally will be capital gain or loss and will be
long-term capital gain or loss if the U.S. Holder's holding period for the
Security (which, in the case of Series B Capital Security received in the
Exchange Offer, would include the holding period of the Series A Capital
Security exchanged therefor) exceeds one year at the time of sale.
A U.S. Holder (other than a U.S. Holder who made the election described
below) who purchased a Security with 'market discount' (generally defined as the
amount by which the stated redemption price at maturity of the Security exceeds
the U.S. Holder's purchase price) will be required to treat any gain recognized
on the sale of the Security (including a Series B Capital Security received in
the Exchange Offer in exchange for a Series A Capital Security with market
discount) pursuant to the Offer as ordinary income to the extent of the market
discount that accrued during the holding period of such Security (which, in the
case of Series B Capital Security received in the Exchange Offer, would include
the holding period of the Series A Capital Security exchanged therefor). A U.S.
Holder who has elected under applicable provisions of the Internal Revenue Code
of 1986, as amended, to include market discount in income as such discount
accrues will not, however, be required to treat any gain recognized as ordinary
income under these rules. Each U.S. Holder should consult its tax advisor with
respect to the possible application of the market discount rules to such U.S.
Holder.
For purposes of this paragraph, a 'Foreign Holder' is any corporation,
individual, partnership, estate or trust that is not a U.S. Holder for United
States federal income tax purposes. Under present United States federal income
tax laws, (i) payments by the Trust or any of its paying agents to any Holder of
a Security who or which is a Foreign Holder will not be subject to United States
federal withholding tax; provided that, (a) the beneficial owner of the Security
does not actually or constructively own 10 percent or more of the total combined
voting power of all classes of stock of First USA entitled to vote, (b) the
beneficial owner of the Security is not a controlled foreign corporation that is
related to First USA through stock ownership, and (c) either (A) the beneficial
owner of the Security certifies to the Trust or its agent, under penalties of
perjury, that it is not a U.S. Holder and provides its name and address or (B) a
securities clearing organization, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business (a
'Financial Institution'), and holds the Security in such capacity, certifies to
the Trust or its agent, under penalties of perjury, that such statement has been
received from the beneficial owner by it or by a Financial Institutional between
it and the beneficial owner and furnishes the Trust or its agent with a copy
thereof, and (ii) a Foreign Holder of a Security will not be subject to United
States federal withholding tax on any gain realized upon the sale of a Security.
Alternatively, a Foreign Holder may claim a reduced rate or exemption from
withholding on the grounds that such proceeds paid pursuant to the Offer are
eligible for a reduced withholding rate or are exempt under a tax treaty, or are
exempt because such proceeds are effectively connected with the conduct of a
trade or business within the United States, by delivering to the Depositary a
properly executed statement claiming such reduced rate or exemption. Such
statements can be obtained from the Depositary. See Instruction 8 of the Letter
of Transmittal. A Foreign Holder may be eligible to file for a refund of such
tax or a portion of such tax if such Foreign Holder is entitled to a reduced
rate of withholding and First USA withheld at a higher rate. Foreign Holders are
urged to consult their tax advisors regarding the application of United States
federal income tax withholding, including eligibility for a withholding tax
reduction or exemption and the refund procedure.
Proceeds from the sale of the Securities may be subject to a 'backup'
withholding tax of 31 percent unless the Holder complies with certain
identification requirements. See Section 5.
14. Extensions; Termination; Amendments. First USA expressly reserves the
right, in its sole discretion, at any time or from time to time and regardless
of whether or not any of the events set forth in Section 6 shall have occurred
or shall be deemed by First USA to have occurred, to extend the period of time
during which the Offer is open and thereby delay acceptance for payment of, and
payment for, any Securities by giving oral or written notice of such extension
to the Depositary. During any such extension, all Securities previously tendered
and not
20
<PAGE>
purchased or withdrawn will remain subject to the Offer, except to the extent
that such Securities may be withdrawn as set forth in Section 4. First USA also
expressly reserves the right, in its sole discretion, to terminate the Offer and
not purchase any Securities not theretofore purchased in the event that the
Merger Agreement is terminated or upon the occurrence of any of the conditions
specified in Section 6 by giving oral or written notice of such termination to
the Depositary and making a public announcement thereof. Any delay by First USA
of the payment for the Securities which it has purchased is limited by Rules
13e-4(f)(5) and 14e-1(c) under the Exchange Act, which requires that First USA
must pay the consideration offered or return the tendered Securities promptly
after termination or withdrawal of a tender offer. Subject to compliance with
applicable law, First USA further reserves the right, in its sole discretion,
and regardless of whether any of the events set forth in Section 6 shall have
occurred or shall be deemed by First USA to have occurred, to amend the Offer in
any respect (including, without limitation, by decreasing or increasing the
consideration offered in the Offer upon purchase of Securities or by decreasing
the number of Securities being sought in the Offer). Any extension, termination
or amendment to the Offer will be followed by public announcement thereof, such
announcement, in the case of an extension, to be issued no later than 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
Expiration Date. Any public announcement made pursuant to the Offer will be
disseminated promptly to Holders in a manner reasonably designed to inform
Holders of such change. Without limiting the manner in which First USA may
choose to make a public announcement, except as required by applicable law,
First USA shall have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by making a release to the
Dow Jones News Service.
If First USA materially changes the terms of the Offer or the information
concerning the Offer, First USA will extend the Offer to the extent required by
applicable law. The minimum period during which the Offer must remain open
following material changes in the terms of the Offer or information concerning
the Offer (other than a change in price or a change in percentage of Securities
sought) will depend on the facts and circumstances, including the relative
materiality of such terms or information. The Commission has stated that, as a
general rule, it is of the view that an offer should remain open for a minimum
of five business days from the date that notice of such a material change is
first published, sent or given. If (i) First USA increases or decreases the
consideration offered for the Securities or First USA decreases the number of
Securities being sought and (ii) the Offer is scheduled to expire at any time
earlier than the expiration of a period ending on the tenth business day from,
and including, the date that notice of such increase or decrease is first
published, sent or given, the Offer will be extended until the expiration of
such period of ten business days.
15. Fees and Expenses. Merrill Lynch is acting as Dealer Manager for First
USA in connection with the Offer. The Dealer Manager will receive a fee of
$500,000 for acting as Dealer Manager (assuming all Securities are tendered
pursuant to the Offer), will be reimbursed by First USA for its
reasonable out-of-pocket expenses, including attorneys' fees, and will be
indemnified against certain liabilities in connection with the Offer, including
liabilities under the federal securities laws. The Dealer Manager has provided,
and continues to provide investment banking and other financial advisory
services to First USA and BANC ONE and certain of their subsidiaries.
The Depositary and the Information Agent will each receive reasonable and
customary compensation for their services in connection with the Offer, will
also be reimbursed for certain out-of-pocket expenses, and will be indemnified
against certain liabilities in connection with the Offer, including certain
liabilities under the federal securities laws. None of the Dealer Manager, the
Depositary or the Information Agent has been retained to make solicitations or
recommendations in connection with the Offer.
First USA will not pay fees or commissions to any broker, dealer,
commercial bank, trust company or other person (other than fees to the Dealer
Manager) for soliciting the tender of Securities pursuant to the Offer. First
USA will, however, on request, reimburse such person for customary handling and
mailing expenses incurred in forwarding materials in respect of the Offer to the
beneficial owners for which they act as nominees. No such broker, dealer,
commercial bank or trust company has been authorized to act as First USA's agent
for purposes of this Offer. First USA will pay (or cause to be paid) any
transfer taxes on the purchase of Securities pursuant to the Offer, except as
otherwise provided in Instruction 6 of the Letter of Transmittal. Other than as
described above, no fees will be paid to brokers, dealers or others by First USA
in connection with the Offer.
16. Miscellaneous. The First USA 10-K, the First USA 10-Q, the BANC ONE
10-K and the BANC ONE 10-Q have been filed with the Commission. Written requests
for such documents should be addressed to: Corporate Affairs and Investor
Relations, First USA, Inc., 1601 Elm Street, Dallas, Texas 75201, or by
telephone
21
<PAGE>
to Corporate Affairs and Investor Relations, at (214) 849-2000, in the case of
documents filed by First USA; or Investor Relations, OH1-0252, BANC ONE
CORPORATION, 100 East Broad Street, Columbus, Ohio 43271-0251 or by telephone to
Investor Relations, at (614) 248-6889, in the case of documents filed by BANC
ONE.
First USA and BANC ONE are each subject to the informational requirements
of the Exchange Act, and in accordance therewith, file reports, proxy statements
and other information with the Commission. Such reports, proxy statements and
other information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices located at 7 World Trade
Center, 13th Floor, Suite 1300, New York, New York 10048 and Suite 1400,
Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of
such material may also be obtained by mail from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such information may also be accessed electronically by means of the
Commission's home page on the Internet (http://www.sec.gov.). In addition, such
reports, proxy statements and other information concerning First USA and BANC
ONE can be inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005, on which exchange certain securities of
First USA and BANC ONE are listed. First USA and the Trust have filed a Schedule
13E-4 with the Commission with respect to the Offer. The information required to
be disseminated to Holders pursuant to Rule 13e-4 is contained in this Offer to
Purchase. These documents contain additional information with respect to the
Offer. The Schedule 13E-4 and certain amendments thereto may be examined and
copies may be obtained at the same places and in the same manner as set forth
above (except that such Schedules may not be available in the regional offices
of the Commission).
First USA is not aware of any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction. To the extent
that First USA becomes aware that the making of the Offer in any given
jurisdiction would not be in compliance with applicable law, First USA will make
a good faith effort to comply with such law. If, after such good faith effort,
First USA cannot comply with any such law, the Offer will not be made to (nor
will tenders be accepted from or on behalf of) Holders residing in such
jurisdiction. The Offer is not being made to, nor will tenders be accepted from,
or on behalf of, Holders in any jurisdiction in which the making or acceptance
of the Offer would not be in compliance with the laws of such jurisdiction.
FIRST USA, INC.
June 2, 1997
22
<PAGE>
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF BANC ONE
Set forth below is the name, current business address, citizenship and the
present principal occupation or employment and material occupations, positions,
offices or employments for the past five years of each director and executive
officer of BANC ONE. Unless otherwise indicated, each person identified below is
employed by BANC ONE and their principal business address is BANC ONE
CORPORATION, 100 East Broad Street, Columbus, OH 43271. Directors are identified
by an asterisk. Each such person is a citizen of the United States. Each of BANC
ONE's executive officers, with the exception of Messrs. Griffin, Lehmann,
Steinhart, Stevens and Winkler, have been employed by BANC ONE in various
capacities during the past five years.
NAME AND PRINCIPAL PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
BUSINESS ADDRESS AND FIVE-YEAR EMPLOYMENT HISTORY
- ------------------------------- ------------------------------------------------
Joseph D. Barnette, Jr. ....... Chairman and Chief Executive Officer of Banc One
111 Monument Circle Indiana Corporation. Joined BANC ONE in 1987.
Indianapolis, IN 46277
Steven A. Bennett.............. Senior Vice President and General Counsel.
Joined BANC ONE in 1989.
William P. Boardman............ Senior Executive Vice President. Joined BANC ONE
in 1984.
A. William Crowley, Jr......... Senior Vice President and Chief Credit Officer
of BANC ONE since January, 1997. Joined BANC ONE
in 1991.
Frederick L. Cullen ........... President and Chief Operating Officer of Banc
One Ohio Corporation. Joined BANC ONE in 1988.
Bennett Dorrance* ............. Director since 1996. Private investor and
4201 N. 24th St., Suite 120 Chairman and Managing Director of DMB
Phoenix, AZ 85016 Associates, Phoenix, Arizona (real estate
investment and development). Mr. Dorrance serves
as Vice Chairman of Campbell Soup Company, Inc.
and is a Director of UDC Homes, Inc.
Bobby L. Doxey................. Senior Vice President and Controller of BANC ONE
since May 1996. From March 1990 to May 1996, Mr.
Doxey served as Chief Financial Officer of Bank
One, Texas, N.A.
Charles E. Exley, Jr.* ........ Director since 1992. Corporate Director.
2350 Kettering Tower Chairman and Chief Executive Officer, NCR
Dayton, OH 45423 Corporation (manufacturing and sales of
computers and related products), January 1988 to
September 1991; prior thereto, President of NCR
Corporation. Mr. Exley is a Director of Merck &
Co., Inc.
E. Gordon Gee* ................ Director since 1990. President, The Ohio State
205 Bricker Hall University, September 1990 to present; prior
190 N. Oval Dr. thereto, President of the University of Colorado
Columbus, OH 43210 (1985-90) and of the University of West Virginia
(1981-85). Dr. Gee serves as a Director of
Abercrombie & Fitch, Inc., ASARCO, Inc.,
Columbia Gas of Ohio, Glichmer Realty Trust,
Intimate Brands, Inc. and The Limited, Inc.
Roman J. Gerber................ Executive Vice President and Secretary. Joined
BANC ONE in 1966.
G. Lee Griffin ................ Chairman and Chief Executive Officer of Banc
451 Florida St. One, Louisiana Corporation and Chairman,
Baton Rouge, LA 70801 President and Chief Executive Officer of Bank
One, Louisiana, N.A. since January 1996. Prior
to the acquisition of Premier Bancorp, Inc. by
BANC ONE in January 1996, Mr. Griffin served as
Chairman and Chief Executive Officer of Premier
Bancorp, Inc. (now Banc One Louisiana
Corporation) and Chairman, President and Chief
Executive Officer of Premier Bank, N.A. (now
Bank One, Louisiana, N.A.)
S-I-1
<PAGE>
NAME AND PRINCIPAL PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
BUSINESS ADDRESS AND FIVE-YEAR EMPLOYMENT HISTORY
- ------------------------------- ------------------------------------------------
John R. Hall* ................. Director since 1987. Retired Chairman and Chief
500 Diedrich Blvd. Executive Officer, Ashland, Inc. (oil refiner,
Russell, KY 41169 manufacturer of chemicals). Mr. Hall served as
Chairman and Chief Executive Officer of Ashland,
Inc. from January 1992 to October, 1996. Mr.
Hall serves as a Director of Reynolds Metal
Company, Humana Inc., CSX Corporation and UCAR
International, Inc.
Richard D. Headley............. Chairman and Chief Executive Officer of Banc One
Services Corporation. Joined BANC ONE in 1975.
Thomas E. Hoaglin.............. Chairman and Chief Executive Officer of Banc One
Ohio Corporation and Chairman--Project One.
Joined BANC ONE in 1973.
Laban P. Jackson, Jr.* ........ Director since 1993. Chairman and Chief
2365 Harrisburg Rd. Executive Officer, Clear Creek Properties, Inc.
Lexington, KY 40504 (real estate development), January 1989 to
present; prior thereto, Chairman and Chief
Executive Officer, International Spike, Inc.
John W. Kessler* .............. Director since 1995. Chairman, The New Albany
5076 Whyte House Lane Company (real estate development), 1988 to
New Albany, OH 43054 present, Chairman, Marsh & McLennan Real Estate
Advisors, Inc. (real estate development), 1980
to present and Chairman, John W. Kessler Company
(real estate development), 1975 to present.
David J. Kundert............... Chairman and Chief Executive Officer of Bank One
Investment Management Group; President and Chief
Executive Officer of Bank One Investment
Advisors Corporation. Joined BANC ONE in 1971.
Richard J. Lehmann*............ Director since 1995. President, BANC ONE, April
1995 to present, and Chief Operating Officer,
BANC ONE, January 1996 to present; Chairman and
Chief Executive Officer, Banc One Arizona
Corporation (formerly, Valley National
Corporation) and Bank One, Arizona, N.A.
(formerly Valley National Bank), January 1991 to
April 1995. Mr. Lehmann serves as a Director of
Moore Corporation Limited.
William C. Leiter.............. Senior Vice President. Joined BANC ONE in 1981.
Richard D. Lodge............... Senior Vice President. Joined BANC ONE in 1973.
John B. McCoy*................. Director since 1983. Chairman, BANC ONE, January
1987 to present; President, BANC ONE, January
1983 to January 1987. Mr. McCoy serves as a
Director of Cardinal Health, Inc., Ameritech
Corporation, Federal Home Loan Mortgage
Corporation and Tenneco, Inc.
John G. McCoy*................. Director since 1967. Chairman, BANC ONE
Executive Committee, May 1984 to present; prior
thereto, Chairman and Chief Executive Officer of
BANC ONE. Mr. McCoy was a founder of BANC ONE.
Michael J. McMennamin.......... Executive Vice President and Chief Financial
Officer. Joined BANC ONE in 1990.
Jeffrey P. Neubert............. Chairman and Chief Executive Officer of Banc One
Credit Card Services Company. Joined BANC ONE in
1991.
Thekla R. Shackelford* ........ Director since 1993. Education Consultant. Ms.
6020 Havens Rd. Shackelford founded School Selection Consulting,
Gahanna, OH 43230 an admissions service for independent secondary
schools and colleges, in 1978. Ms. Shackelford
serves as a Director of Wendy's International,
Inc. and Fiserv Inc.
Alex Shumate* ................. Director since 1993. Office Managing Partner,
41 S. High St. Squire, Sanders & Dempsey (attorneys- at-law),
Columbus, OH 43215 Columbus, Ohio since 1991. Mr. Shumate, who
joined Squire, Sanders & Dempsey in 1988, served
as Chief Counsel and Deputy Chief of Staff to
the Governor of Ohio from 1985 to 1988. Mr.
Shumate serves as a Director of Intimate Brands,
Inc.
S-I-2
<PAGE>
NAME AND PRINCIPAL PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
BUSINESS ADDRESS AND FIVE-YEAR EMPLOYMENT HISTORY
- ------------------------------- ------------------------------------------------
Ronald G. Steinhart ........... Chairman of BANC ONE's Commercial Banking Group
1717 Main St. since January 1997. From January 1995 to January
Dallas, TX 75201 1997, Mr. Steinhart served as Chairman and Chief
Executive Officer of Bank One, Texas, N.A. From
December 1992 to January 1995, Mr. Steinhart
served as President and Chief Operating Officer
of Bank One, Texas, N.A. From February 1988
until the acquisition of Team Bancshares, Inc.
by BANC ONE in November 1992, Mr. Steinhart
served as Chairman and Chief Executive Officer
of Team Bancshares, Inc., a bank holding
company.
Kenneth T. Stevens ............ Chairman and Chief Executive Officer of BANC
111 Polaris Parkway ONE's Retail Group since May 1996. Prior to
Columbus, OH 43271-0245 joining BANC ONE, Mr. Stevens served as
President and Chief Operating Officer
(1994-1996) and Executive Vice President
(1993-1994) of Taco Bell Corp. Prior to that
time, Mr. Stevens served as Senior Vice
President and Treasurer (1992-1993) and Senior
Vice President, Strategic Planning, of Pepsico,
Inc.
Frederick P. Stratton, Jr* .... Director since 1988. Chairman and Chief
P.O. Box 702 Executive Officer, Briggs & Stratton Corporation
Milwaukee, WI 53222 (manufacturer of air cooled gasoline engines for
outdoor power equipment). Mr. Stratton serves as
a Director of Midwest Express Holdings, Inc.,
Weyco Group, Inc., Wisconsin Electric Power
Company and Wisconsin Energy Corporation.
John C. Tolleson(1)............ Chairman of the Board and Chief Executive
First USA, Inc. Officer of First USA and First USA Financial
1601 Elm Street, 47th Floor since August 1989, and of First USA's
Dallas, TX 75201 predecessor since its formation in May 1985. Mr.
Tolleson has been a Director of First USA Bank
since May 1985. Mr. Tolleson has been Chairman
of the Board of First USA Paymentech since
December 1995 and a Director of First USA FSB
since March 1996. Mr. Tolleson currently serves
on the Boards of Visa USA, Inc., Visa
International, Inc., Capstead Mortgage
Corporation and Jayhawk Acceptance Corporation
and on the Executive Board of the Cox School of
Business at Southern Methodist University.
Richard W. Vague(2)............ President of First USA and First USA Financial
First USA Bank since June 1990 and a Director of the Company
Three Christina Center and First USA Financial since August 1989. Mr.
201 North Walnut Street Vague has also been Chairman of the Board and
Wilmington, DE 19801 Chief Executive Officer of First USA Bank since
October 1995 and was a Director from May 1985
through October 1995. Mr. Vague has also been a
Director of First USA Paymentech since December
1995 and Chairman of the Board of First USA FSB
since March 1996. Mr. Vague serves on the Visa
Marketing Committee, the Visa International Card
Products Committee and the MasterCard Marketing
Committee, and was co-founder of the Company's
predecessor with Mr. Tolleson. Mr. Vague is also
a Director of Physician Support Systems, Inc.
Robert D. Walter* ............. Director since 1987. Chairman and Chief
5555 Glendon Court Executive Officer, Cardinal Health, Inc.
Dublin, OH 43016 (wholesale distributor of pharmaceuticals and
related health care products). Mr. Walter is a
Director of Karrington Health, Inc. and
Westinghouse Electric Corporation.
Donald A. Winkler ............. Chairman and Chief Executive Officer of Finance
One Corporation since April 1993. From January
1992 to April 1993, Mr. Winkler served as Senior
Vice President and Division Executive of
Citicorp/Citibank.
- ------------------
(1) Following the Merger, it is expected that Mr. Tolleson will be appointed a
Director of BANC ONE.
(2) Following the Merger, it is expected that Mr. Vague will be an executive
officer of BANC ONE.
S-I-3
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for
Securities and any other required documents should be sent or delivered by each
Holder or such Holder's broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
THE BANK OF NEW YORK
By Registered or Certified Facsimile Transmission: By Hand or Overnight
Mail: (212) 571-3080 Courier:
The Bank of New York The Bank of New York
101 Barclay Street, 7E Confirm by Telephone: 101 Barclay Street
New York, New York 10286 (212) 815-5789 New York, New York 10286
Attn: Reorganization Attn: Reorganization
Section Section
Shilpa Trivedi Shilpa Trivedi
Any questions or requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone numbers and
address below. You may also contact the Dealer Manager or your broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer. To confirm your delivery of your Securities, you are directed to contact
the Depositary.
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281-1307
1-888-ML4-TNDR (toll free)
(1-888-654-8637 (toll free))
<PAGE>
LETTER OF TRANSMITTAL
IN RESPECT OF
9.33% SERIES A CAPITAL SECURITIES
AND
9.33% SERIES B CAPITAL SECURITIES
OF
FIRST USA CAPITAL TRUST I
PURSUANT TO THE OFFER TO PURCHASE
DATED JUNE 2, 1997
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME,
ON MONDAY JUNE 30, 1997, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
THE BANK OF NEW YORK
By Registered or Facsimile Transmissions: By Hand or Overnight
Certified Mail: (ELIGIBLE INSTITUTIONS Delivery:
The Bank of New York ONLY) The Bank of New York
101 Barclay Street, 7E (212) 571-3080 101 Barclay Street
New York, New York New York, New York 10286
10286 Confirm By Telephone: Attention: Reorganization
Attention: (212) 815-5789 Section
Reorganization Section Shilpa Trivedi
Shilpa Trivedi
------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE
ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER
OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9
PROVIDED BELOW. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used by holders (each a 'Holder' and,
collectively, the 'Holders') of 9.33% Series A Capital Securities (the 'Series A
Capital Securities') issued and 9.33% Series B Capital Securities (the 'Series B
Capital Securities' and, together with the Series A Capital Securities, the
'Securities') to be issued by First USA Capital Trust I, a Delaware business
Trust (the 'Trust'), if: (i) certificates representing Securities are to be
physically delivered to the Depositary herewith by such Holders; (ii) tender of
Securities is to be made by book-entry transfer to the Depositary's account at
The Depositary Trust Company ('DTC') or the Philadelphia Depository Trust
Company ('PDT') (each, a 'Book-Entry Transfer Facility' and, collectively, the
'Book-Entry Transfer Facilities'); (iii) tender of Securities is to be made by
guaranteed delivery; or (iv) tender of Securities is to be made according to the
DTC Automated Tender Offer Program ('ATOP'), in each case pursuant to the
procedures set forth in 'Procedures for Tendering Securities' in the Offer to
Purchase.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
The undersigned should complete, execute and deliver this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Offer (as defined below).
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Offer to Purchase.
Your bank or broker can assist you in completing this form. The
instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance may be directed to the Depositary as
indicated above or to the Dealer Manager or the Information Agent at their
respective addresses and telephone numbers as indicated at the end of this
Letter of Transmittal. Additional copies of the Offer to Purchase, this Letter
of Transmittal or other documents may be obtained from the Depositary, the
Dealer Manager, the Information Agent or from brokers, dealers, commercial
banks, trust companies or other nominees. See Instruction 12 below.
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
- --------------------------------------------------------------------------------
Ladies and Gentlemen:
The undersigned hereby tenders to First USA, Inc., a Delaware corporation
('First USA'), the above-described 9.33% Series A Capital Securities (the
'Series A Capital Securities') issued and/or 9.33% Series B Capital Securities
(together with the Series A Capital Securities, the 'Securities') to be issued
by First USA Capital Trust I, a Delaware business trust (the 'Trust'), at
$1,155 per $1,000 liquidation amount (plus accumulated and unpaid distributions
up to, but not including, the settlement date), upon the terms and subject to
the conditions set forth in the Offer to Purchase dated June 2, 1997 (the 'Offer
to Purchase'), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which collectively constitute the 'Offer').
All references to First USA in this Letter of Transmittal shall be deemed
to include BANC ONE CORPORATION ('BANC ONE') following the merger between First
USA and BANC ONE (the 'Merger') pursuant to 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. The Offer is conditioned upon the Merger having been consummated.
The Merger is expected to be consummated on or before June 30, 1997 and is not
conditioned upon consummation of the Offer.
The undersigned understands that the 'Expiration Date' for purposes of the
Offer means 9:00 A.M., New York City time on June 30, 1997, unless and until
First USA shall, in its sole discretion, have extended the period of time for
which the Offer is to remain open, in which event the term 'Expiration Date'
shall mean the latest time and date to which the Offer shall have been so
extended by First USA.
Securities accepted for purchase by First USA will be purchased at
$1,155 per $1,000 liquidation amount (plus accumulated and unpaid
distributions up to, but not including, the settlement date). First USA expects
the settlement date to be as soon as practicable after the Expiration Date. The
settlement date will be the same for all Securities purchased in the Offer,
including Securities delivered pursuant to the guaranteed delivery procedures.
Except as specifically provided in the Offer to Purchase, under no circumstances
will interest be paid on the Offer consideration, regardless of any delay in
making such payment. Distributions will cease to accrue on all Securities on the
business day prior to the settlement date, including on Securities delivered
pursuant to the guaranteed delivery procedures.
Subject to and effective upon acceptance by First USA for purchase of, and
payment of the Offer consideration for, the liquidation amount of Securities
tendered with or pursuant to this Letter of Transmittal, the undersigned hereby
tenders, assigns and transfers to or upon the order of First USA all right,
title and interest in and to all the Securities that are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Depositary the
true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that the Depositary also acts as the agent of First USA) with respect
to such Securities, with full power of substitution (such power-of-attorney
being deemed to be an irrevocable power coupled with an interest) to (i) present
such Securities and all evidences of transfer and authenticity to, or transfer
ownership of, such Securities on the account books maintained by any
Book-Transfer Facilities to, or upon the order of, First USA; (ii) present such
Securities for transfer on the books of the Trust; and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Securities, all in accordance with the terms and conditions of the Offer.
Securities tendered may be withdrawn by written notice of withdrawal
received by the Depositary, or by a properly transmitted 'Agents Message'
through ATOP, on or prior to the Expiration Date. In the event of termination of
the Offer, the Securities tendered pursuant to the Offer will be returned
promptly to the Holder.
If any Securities tendered are not purchased pursuant to the Offer for any
reason, or if Securities are delivered for a greater amount of Securities than
are tendered, such unpurchased Securities or Securities for untendered amounts,
as the case may be, will be returned without expense to the Holder who tendered
the Securities (or, in the case of Securities tendered by book-entry transfer,
such Securities will be credited to an account maintained at the appropriate
Book-Entry Transfer Facility), in either case as promptly as practicable
following the acceptance for purchase pursuant to the Offer or the termination
of the Offer, as the case may be.
The undersigned understands that tenders of Securities pursuant to any of
the procedures described in 'Procedures for Tendering Securities' of the Offer
to Purchase and in the instructions hereto and acceptance thereof by First USA
will constitute a binding agreement between the undersigned and First USA upon
the terms and subject to the conditions of the Offer. The undersigned
understands that First USA will be deemed to have accepted Securities validly
tendered (or defectively tendered with respect to which First USA has waived
such defect) if, as, and when First USA gives oral or written notice thereof to
the Depositary.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, assign and transfer the Securities tendered
hereby, and that, when such Securities are accepted for payment, First USA will
acquire good title thereof, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim or right. The undersigned
will, upon request, execute and deliver any additional documents the Depositary
or First USA deems
<PAGE>
necessary or desirable to complete the surrender, assignment, transfer and
exchange of the Securities tendered hereby. The undersigned has read and agrees
to all the terms of the Offer to Purchase and this Letter of Transmittal.
All authority herein conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, executors, administrators, personal and legal
representatives, successors and assigns of the undersigned. Except as stated in
the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the delivery and tender of the Securities
is not effective, and the risk of loss of the Securities does not pass to the
Depositary, until the receipt by the Depositary of this Letter of Transmittal
(or a facsimile hereof), properly completed and duly executed, together with all
accompanying evidences of authority and any other required documents in form
satisfactory to First USA. All questions as to the form of all documents and the
validity, eligibility (including the time of receipt) and acceptance of
Securities for purchase and withdrawals of Securities will be determined by
First USA at its sole discretion, which determination shall be final and
binding.
The names and addresses of the registered Holders should be printed, if
they are not already printed above, as they appear on the certificates
representing the Securities tendered herewith. The certificates and the amount
of Securities that the undersigned wishes to tender should be indicated in the
appropriate boxes.
Unless otherwise indicated herein under 'Special Issuance Instructions',
the undersigned hereby requests that any Securities representing liquidation
amounts not tendered or not accepted for purchase be issued in the name(s) of
the undersigned (and in the case of Securities tendered by book-entry transfer,
by credit to the account at the Book-Entry Transfer Facility designated above),
and that checks for payment of the Offer consideration be issued to the order of
the undersigned. Similarly, unless otherwise indicated herein under 'Special
Delivery Instructions', the undersigned hereby requests that any Securities
representing liquidation amounts not tendered or accepted for payment and checks
for payment of the Offer consideration be delivered to the undersigned at the
address shown below the undersigned's signature(s). In the event that the
'Special Issuance Instructions' box or the 'Special Delivery Instructions' box
is, or both are, completed, the undersigned hereby requests that any Securities
representing principal amounts not tendered or not accepted for payment be
issued in the name(s) of, and checks be delivered to, the person(s) at the
address(es) so indicated, as applicable. The undersigned recognizes that First
USA has no obligation pursuant to the 'Special Issuance Instructions' or
'Special Delivery Instructions' to transfer any Securities from the name of the
registered Holder(s) thereof if First USA does not accept for payment any of the
Securities so tendered.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5, 6 AND 7)
To be completed ONLY if the check for the Offer consideration for
Securities accepted for purchase and/or Securities not tendered or not accepted
for purchase are to be issued in the name of someone other than the undersigned
registered Holder(s) of Securities.
Issue / / check / / certificates to:
Name: __________________________________________________________________________
(PLEASE PRINT)
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(ZIP CODE)
________________________________________________________________________________
(TAXPAYER IDENTIFICATION NO.)
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit untendered Securities delivered by book-entry transfer to the Book Entry
Transfer Facility Account set forth below:
/ / DTC
/ / PDT
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5, 6, AND 7)
To be completed ONLY if the check for the Offer consideration for
Securities accepted for purchase and/or Securities not tendered or not accepted
for purchase are to be mailed to someone other than the undersigned registered
Holder(s) of Securities at an address other than that shown below the
undersigned registered Holder(s) of Securities signature(s).
Mail / / check / / certificates to:
Name: __________________________________________________________________________
(PLEASE PRINT)
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(ZIP CODE)
________________________________________________________________________________
(TAXPAYER IDENTIFICATION NO.)
(SEE SUBSTITUTE FORM W-9 HEREIN)
<PAGE>
DESCRIPTION OF SECURITIES TENDERED
(SEE INSTRUCTIONS)
NAME(S) AND ADDRESS(ES) OF CERTIFICATE(S)
REGISTERED HOLDER(S) (ATTACH ADDITIONAL LIST, IF NECESSARY
(PLEASE FILL IN, IF BLANK) (SEE INSTRUCTION 3))
- --------------------------------------------------------------------------------
LIQUIDATION
AMOUNT OF
SECURITIES LIQUIDATION
REPRESENTED AMOUNT OF
CERTIFICATE BY SECURITIES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
---------------------------------------------
_____________________________________________
_____________________________________________
_____________________________________________
_____________________________________________
TOTAL SECURITIES ____________________________
- --------------------------------------------------------------------------------
* Need not be completed by Holders delivering Securities by book-entry
transfer or in accordance with DTC's ATOP procedures for transfer.
** Unless otherwise indicated, it will be assumed that the amount of all
Securities delivered to the Depositary are tendered. See Instruction 4.
Tenders of Securities may be made only in denominations of $100,000
liquidation amount in the case of Series A Capital Securities, or in
integral multiples of $1,000 in excess of such amount, or $1,000
liquidation amount in the case of Series B Capital Securities, or in
integral multiples of $1,000 of such amount.
/ / CHECK HERE IF SECURITIES TENDERED ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER (INCLUDING THROUGH ATOP) TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE
BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of Institution Tendering _____________________________________________
Check Box of Applicable Book-Entry Transfer Facility:
/ / DTC / / PDT
Account Number: __________________ Transaction Code Number: _______________
/ / CHECK HERE IF CERTIFICATES FOR SECURITIES TENDERED ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Eligible Institution which Guaranteed Delivery _____________________
If Delivery is by book-entry transfer:
Name of Institution Tendering ______________________________________________
Check Box of Applicable Book-Entry Transfer Facility:
/ / DTC / / PDT
Account Number: __________________ Transaction Code Number: _______________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
HOLDERS WHO WISH TO ACCEPT THE OFFER AND TENDER THEIR SECURITIES MUST
COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. HOLDERS WHO WISH TO RECEIVE
THE OFFER CONSIDERATION PURSUANT TO THE OFFER MUST VALIDLY TENDER AND NOT
WITHDRAW THEIR SECURITIES ON OR PRIOR TO THE EXPIRATION DATE.
<PAGE>
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL HOLDERS OF SECURITIES TENDERING
REGARDLESS OF WHETHER SECURITIES ARE BEING PHYSICALLY DELIVERED HEREWITH)
In order to validly tender Securities pursuant to the Offer, this Letter of
Transmittal must be signed by the registered Holder(s) of Securities exactly as
their name(s) appear(s) on the Securities certificate(s) or, if tendered by a
participant in one of the Book-Entry Transfer Facilities, exactly as such
participant's name appears on a security position listing as the owner of
Securities, or by person(s) authorized to become registered Holder(s) by
endorsements and documents transmitted with this Letter of Transmittal.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
under 'Capacity' and submit evidence satisfactory to First USA of such person's
authority to so act. See Instruction 5 below.
________________________________________________________________________________
________________________________________________________________________________
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Date: ______________________, 1997
Name(s): _______________________________________________________________________
(PLEASE PRINT)
________________________________________________________________________________
Capacity (full title): _________________________________________________________
Address(es): ___________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Area Codes and Telephone Numbers: ______________________________________________
______________________________________________
SIGNATURE GUARANTEE (SEE INSTRUCTION 1 BELOW)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
________________________________________________________________________________
(NAME OF ELIGIBLE INSTITUTION)
________________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
ELIGIBLE INSTITUTION)
________________________________________________________________________________
(AUTHORIZED SIGNATURE)
________________________________________________________________________________
(PRINTED NAME)
________________________________________________________________________________
(TITLE)
Dated: ________________, 1997
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a participant in the Security Transfer
Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature
Guarantee Program or the Stock Exchange Medallion Program (each participant, an
'Eligible Institution') unless (a) this Letter of Transmittal is signed by the
registered Holder(s) of the Securities (which term, for purposes of this
document, shall include any participant in one of the Book-Entry Transfer
Facilities whose name appears on the security position listing as the owner of
the Securities) tendered herewith and such Holder(s) have not completed either
of the boxes entitled 'Special Payment Instructions' or 'Special Delivery
Instructions' on this Letter of Transmittal or (b) such Securities are tendered
for the account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF THE LETTER OF TRANSMITTAL AND SECURITIES. This Letter of
Transmittal is to be used if (a) certificates are to be forwarded herewith, (b)
tender of Securities is to be made by book-entry transfer, or (c) tender of
Securities is to be made through ATOP, in each case pursuant to the procedures
set forth in 'Procedures for Tendering Securities' of the Offer to Purchase.
Certificates for all physically delivered Securities, a confirmation of a
book-entry transfer of all Securities delivered electronically into the
Depositary's account at one of the Book-Entry Transfer Facilities or
confirmation of surrender through ATOP, together in each case with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees, or an Agent's Message in connection with a
book-entry delivery of Securities, and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth at the end of this Letter of Transmittal on or prior to the
Expiration Date.
Holders whose certificates are not immediately available or who cannot
deliver their Securities and all other required documents to the Depositary on
or prior to the Expiration Date must tender their Securities pursuant to the
guaranteed delivery procedure set forth in 'Procedures for Tendering Securities'
of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be
made by or through an Eligible Institution, (b) a properly completed and duly
executed Notice of Guaranteed Delivery substantially in the form provided by
First USA must be received by the Depositary on or prior to the Expiration Date,
and (c) the certificates for all physically delivered Securities, or a
confirmation of a book-entry transfer of all Securities delivered electronically
into the Depositary's account at one of the Book-Entry Transfer Facilities, or
an electronic transmission of acceptance causing DTC to transfer Securities to
the Depositary in accordance with DTC's ATOP procedures, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with an required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Depositary
within three New York Stock Exchange trading days after the date of execution of
such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand, transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice. For
Securities to be validly tendered pursuant to the guaranteed delivery procedure,
the Depositary must receive the Notice of Guaranteed Delivery on or prior to the
Expiration Date.
THE METHOD OF DELIVERY OF SECURITIES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER AND THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
CERTIFICATES FOR SECURITIES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
No alternative, conditional or contingent tenders will be accepted, and no
Series A Capital Securities representing less than $100,000 liquidation amount
or Series B Capital Securities representing less than $1,000 liquidation amount
will be accepted. By executing this Letter of Transmittal (or facsimile
thereof), each Holder tendering Securities waives any right to receive any
notice of the acceptance of such Holder's Securities for purchase.
3. INADEQUATE SPACE. If the space provided in the box captioned
'Description of Securities Tendered' is inadequate, the certificate numbers
and/or the amount of Securities should be listed on a separate signed schedule
and attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SECURITIES. (Not applicable to Holders
who deliver Securities by book-entry transfer.) Tenders of Series A Capital
Securities pursuant to the Offer will be accepted only in liquidation amounts
equal to $100,000 or integral multiples of $1,000 in excess of such amount and
tenders of Series B Capital Securities pursuant to the Offer will be accepted
only in liquidation amounts equal to $1,000 or integral multiples thereof. If
less than the entire amount represented by any certificate delivered to the
Depositary is to be tendered, fill in the amount of Securities that is to be
tendered in the box entitled 'Liquidation Amount of Securities Tendered.' If
such amount of Securities is purchased, a new certificate for the remainder of
the amount of Securities represented by the old certificate(s) will be sent (or,
if tendered by
<PAGE>
book-entry transfer, returned by credit to the account at the Book-Entry
Facility designated herein) to and in the name of the registered Holder(s)
(unless otherwise provided by such Holder(s) having completed either of the
boxes entitled 'Special Payment Instructions' or 'Special Delivery Instructions'
on the Letter of Transmittal) as promptly as practicable following the
expiration or termination of the Offer. The entire amount of Securities
represented by the certificate(s) listed and delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL, SECURITY POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
Holder(s) of Securities tendered herewith, the signature(s) must correspond with
the name(s) as written on the face of the certificates without any change
whatsoever. If this Letter of Transmittal is signed by a participant in one of
the Book-Entry Transfer Facilities whose name is shown as the owner of the
Securities tendered, the signature must correspond with the name shown on the
security position listing as the owner of the Securities.
If any of the Securities tendered herewith are registered in the name of
two or more joint owners, each such owner must sign this Letter of Transmittal.
If any of the Securities tendered herewith are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered Holder(s) of the
Securities tendered herewith, no endorsements of certificates or security powers
are required unless payment is to be made, or the certificates for Securities
not tendered or not accepted for payment are to be issued, in the name(s) of any
person(s) other than the registered Holder(s). Signatures on any such
certificates or security powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered Holder of the Securities tendered herewith, however, the certificates
must be endorsed or accompanied by appropriate security powers and signed
exactly as the name(s) of the registered Holder(s) appear(s) on the certificates
for such Securities and signature(s) on any such certificate(s) or security
powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, agent, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing by giving such person's full title
in such capacity and proper evidence satisfactory to First USA of the authority
of such person to act in such capacity must be submitted.
6. TRANSFER TAXES. Except as provided in this Instruction, First USA will
pay any transfer taxes with respect to the purchase of Securities pursuant to
the Offer other than withholding taxes as described under 'Important Tax
Information' below. See Instruction 8. If, however, payment of the Offer
consideration is to be made to, or Securities not tendered or not accepted for
payment are to be registered in the name of, any person other than the
registered Holder(s), the amount of all transfer taxes, if any (whether imposed
on the registered Holder(s) or such other person), payable on account of the
transfer to such person will be deducted from the Offer consideration unless
satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted.
7. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Holders tendering
Securities should indicate in the applicable box or boxes the name and address
to which Securities for principal amounts not tendered or not accepted for
payment or checks for payment of the Offer consideration are to be issued or
sent, if different from the name and address of the Holder signing this Letter
of Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated. If no instructions are given, Securities not tendered or not accepted
for payment will be returned, and the Offer consideration will be paid (subject
to the terms and conditions of the Offer) to the Holder. Any Holder tendering by
book-entry transfer may request that Securities not tendered, or not accepted
for payment be credited to such account at either of the Book-Entry Transfer
Facilities as such Holder may designate under the caption 'Special Issuance
Instructions.' If no such instructions are given, any such Securities not
tendered or not accepted for payment will be returned by crediting the account
at the Book-Entry Transfer Facility designated above.
8. TAXPAYER IDENTIFICATION NUMBER. Each Holder tendering Securities is
required to provide the Depositary with the Holder's correct taxpayer
identification number ('TIN'), generally the Holder's social security or federal
employer identification number, on Substitute Form W-9, which is provided under
'Important Tax Information' below, or alternatively, to establish another basis
for exemption from backup withholding. A Holder must cross out item (2) in the
Certification box on Substitute Form W-9 if such Holder may be subject to backup
withholding. If the Depositary is not provided with the correct TIN, the Holder
may be subject to a $50 penalty imposed by the Internal Revenue Service, and any
Offer consideration paid to the Holder may be subject to backup withholding tax.
Any amount withheld under these rules will be credited against the Holder's
United States federal income tax liability; and if withholding results in an
overpayment of taxes, a refund may be obtained. The box in Part 3 of the form
should be checked if the tendering Holder has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. If the box
in Part 3 on the Substitute Form W-9 is checked and the Depositary is not
provided with a TIN within 60 days, thereafter the Depositary will withhold 31%
<PAGE>
on all such payments of the Offer consideration until a TIN is provided to the
Depositary. Foreign Holders must submit a completed Form W-8 (or a Substitute
Form W-8) in order to be exempt from the 31% United States federal income tax
backup withholding on the payment of the Offer consideration.
9. IRREGULARITIES. All questions as to the form of all documents and the
validity, eligibility (including time of receipt) and acceptance of tenders and
withdrawals of Securities will be determined by First USA, in its sole
discretion, which determination shall be final and binding. ALTERNATIVE,
CONDITIONAL OR CONTINGENT TENDERS WILL NOT BE CONSIDERED VALID. First USA
reserves the absolute right to reject any or all Securities tendered that are
not in proper form or the acceptance of which would, in First USA's opinion, be
unlawful. First USA also reserves the right to waive any defects, irregularities
or conditions of tender as to particular Securities. First USA's interpretations
of the terms and conditions of the Offer (including the instructions in this
Letter of Transmittal) will be final and binding. Any defect or irregularity in
connection with tenders of Securities must be cured within such time as First
USA determines, unless waived by First USA. Tenders of Securities shall not be
deemed to have been made until all defects or irregularities have been waived by
First USA or cured. None of First USA, the Trust, BANC ONE, the Depositary, the
Dealer Manager, the Information Agent or any other person will be under any duty
to give notice of any defects or irregularities in tenders of Securities, or
will incur any liability to Holders for failure to give any such notice.
10. WAIVER OF CONDITIONS. First USA expressly reserves the absolute right,
in its sole discretion, to amend or waive any of the conditions to the Offer in
the case of any Securities tendered, in whole or in part, at any time and from
time to time.
11. MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES. Any Holder whose
Securities have been mutilated, lost, stolen or destroyed should write to the
Trustee, The Bank of New York, attention of Corporate Trust Department, for
further instructions.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering Securities and requests for assistance or additional
copies of the Offer to Purchase and this Letter of Transmittal may be directed
to the Dealer Manager or the Information Agent, whose addresses and telephone
numbers appear below.
IMPORTANT TAX INFORMATION
Under United States federal income tax laws, a Holder whose Securities are
accepted for purchase in the Offer is required to provide the Depositary (as
payer) with such Holder's correct TIN on Substitute Form W-9 below or otherwise
establish a basis for exemption from backup withholding. If such Holder is an
individual, the TIN is his social security number. If the Depositary is not
provided with the correct TIN and certificate of no loss of exemption from back
withholding or other adequate basis for exemption, the Holder may be subject to
a $50 penalty imposed by the Internal Revenue Service, and any Offer
consideration paid to the Holder may be subject to a 31% backup withholding tax.
Any amount withheld under these rules will be creditable against the Holder's
United States federal income tax liability and if withholding results in an
overpayment of taxes, a refund may be obtained.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that Holder must submit a Form W-8 (or Substitute W-8), signed under
penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification on Substitute Form W-9 for additional
instructions.
EACH HOLDER IS URGED TO CONSULT WITH SUCH HOLDER'S TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES OF THE OFFER AND THE APPLICABILITY AND EFFECT OF
FEDERAL, STATE, LOCAL AND OTHER TAX LAWS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding, each nonexempt Holder must provide his
correct TIN by completing the Form W-9 provided in this Letter of Transmittal,
certifying that the TIN provided is correct (or that such Holder is awaiting a
TIN) and that (i) the Holder has not been notified by the Internal Revenue
Service that he is subject to backup withholding as a result of failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified the Holder that he is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Holder is required to give the Depositary its TIN (e.g., social
security number or employer identification number). If the Securities are held
in more than one name or are held not in the name of the actual owner, consult
the enclosed 'Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9' for additional guidance on which number to report.
<PAGE>
SUBSTITUTE FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
PAYER'S NAME: THE BANK OF NEW YORK
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT ______________________
AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number
OR
______________________
Employer Identifi-
cation Number
PART II
CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding because (i) I am exempt from backup
withholding, or (ii) I have not been notified by the Internal Revenue
Service ('IRS') that I am subject to backup withholding as a result of
failure to report all interest or dividends, or (iii) the IRS has notified
me that I am no longer subject to backup withholding.
PART III
Awaiting TIN _____________________
CERTIFIED INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you are subject to backup withholding you
received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
SIGNATURE: _____________________________________ DATE: ________________________
NAME: __________________________________________________________________________
(PLEASE PRINT)
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART III OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Officer or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within 60 days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
SIGNATURE _____________________________________________ DATE __________________
NAME __________________________________________________
(PLEASE PRINT)
<PAGE>
Any questions or requests for assistance or additional copies of this Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Depositary at the address and telephone number set forth
above or to the Dealer Manager or the Information Agent at the addresses and
telephone numbers set forth below. Holders of Securities may also contact their
broker, dealer, commercial bank or trust company for assistance concerning the
Offer.
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281-1307
1-888-ML4-TNDR (toll free)
(1-888-654-8637 (toll free))
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
<PAGE>
NOTICE OF GUARANTEED DELIVERY
IN RESPECT OF
9.33% SERIES A CAPITAL SECURITIES
AND
9.33% SERIES B CAPITAL SECURITIES
OF
FIRST USA CAPITAL TRUST I
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., NEW YORK CITY
TIME, ON MONDAY, JUNE 30, 1997, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
By Registered or Certified Facsimile Transmissions: By Hand or Overnight
Mail: (ELIGIBLE INSTITUTIONS Delivery:
The Bank of New York ONLY) The Bank of New York
101 Barclay Street, 7E (212) 571-3080 101 Barclay Street
New York, New York 10286 New York, New York 10286
Attention: Reorganization Confirm by Telephone: Attention:
Section (212) 815-5789 Reorganization Section
Shilpa Trivedi Shilpa Trivedi
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR A
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
This Notice of Guaranteed Delivery or one substantially equivalent
hereto must be used to accept the offer by First USA, Inc., a Delaware
corporation ('First USA'), to purchase any and all of the 9.33% Series A Capital
Securities (the 'Series A Capital Securities') issued and any and all of the
9.33% Series B Capital Securities (together with the Series A Capital
Securities, the 'Securities') to be issued by First USA Capital Trust I, a
Delaware business trust, at $1,155 per $1,000 liquidation amount (plus
accumulated and unpaid distributions up to, but not including, the settlement
date), upon the terms and subject to the conditions set forth in the Offer to
Purchase dated June 2, 1997 (the 'Offer to Purchase') and in the related Letter
of Transmittal (which collectively constitute the 'Offer') if certificates for
the Securities are not immediately available or the procedures for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Depositary by the Expiration Date.
Securities accepted for purchase by First USA will be purchased as
$1,155 per $1,000 liquidation amount (plus accumulated and unpaid
distributions up to, but not including, the settlement date). First USA expects
the settlement date to be as soon as practicable after the Expiration Date (as
defined in the Offer to Purchase). The settlement date will be the same for all
Securities purchased in the Offer, including Securities delivered pursuant to
the guaranteed delivery procedures. Except as specifically provided in the Offer
to Purchase, under no circumstances will interest be paid on the Offer
consideration, regardless of any delay in making such payment. Distributions
will cease to accrue on all Securities on the business day prior to the
settlement date, including on Securities delivered pursuant to the guaranteed
delivery procedures.
This form must be delivered by an Eligible Institution (as defined
below) by hand or transmitted by telegram, facsimile transmission or mail to the
Depositary as set forth below.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal, receipt of which is hereby acknowledged, the liquidation amount of
Securities set forth below pursuant to the guaranteed delivery procedures
described in 'Procedures for Tendering Securities' in the Offer to Purchase.
The undersigned understands that Series A Capital Securities tendered will
be accepted only in liquidation amounts equal to $100,000 or integral multiples
of $1,000 in excess of such amount and that Series B Capital Securities tendered
will be accepted only in liquidation amounts equal to $1,000 or integral
multiples thereof. The undersigned understands that Securities tendered pursuant
to the Offer may not be withdrawn, except under the limited circumstances
described in the Offer to Purchase.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives of the undersigned.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or
Authorized Signatory: __________________________________________________________
________________________________________________________________________________
Name(s) of Registered Holder(s):
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Liquidation Amount of Securities Tendered:
________________________________________________________________________________
________________________________________________________________________________
Certificate No(s). of Securities (if available):
________________________________________________________________________________
________________________________________________________________________________
Address(es): ___________________________________________________________________
________________________________________________________________________________
Zip Code
Area Code(s) and Telephone No(s).:
________________________________________________________________________________
________________________________________________________________________________
If Securities will be delivered by book-entry transfer (including through
ATOP), check trust company below:
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
Depository Account No.: ________________________________________________________
Date: __________________________________________________________________________
This Notice of Guaranteed Delivery must be signed by the Holder(s) of
Securities exactly as their name(s) appear on Securities or on a security
position listing as the owner of Securities, or by person(s) authorized to
become registered holder(s) by endorsements and documents transmitted with this
Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): _______________________________________________________________________
________________________________________________________________________________
Capacity (full title) __________________________________________________________
Address(es) ____________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
DO NOT SEND SECURITIES WITH THIS FORM. SECURITIES SHOULD BE SENT TO THE
DEPOSITARY TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agent's Medallion
Program, the New York Stock Exchange, Inc. Medallion Signature Program or the
Stock Exchange Medallion Program (each, an 'Eligible Institution'), hereby
guarantees (i) that the Securities tendered hereby are in proper form for
purchase (pursuant to the procedures set forth in 'Procedures for Tendering
Securities' of the Offer to Purchase), and (ii) the Depositary will receive (a)
such Securities, or a Book-Entry Confirmation of the transfer of such Securities
into the Depositary's account at a Book-Entry Transfer Facility, or a
confirmation of DTC's transfer of Securities to the Depositary in accordance
with DTC's ATOP procedures for transfer (pursuant to the procedure for
book-entry transfer and ATOP transfer, respectively, set forth in 'Procedures
for Tendering Securities' in the Offer to Purchase), and (b) a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof), with
any required signature guarantees (or, in the case of a book-entry transfer or
ATOP transfer, an Agent's Message), and any other documents required by the
Letter of Transmittal, all within three New York Stock Exchange, Inc. trading
days after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
Securities to the Depositary within the time period shown herein. Failure to do
so could result in a financial loss to such Eligible Institution.
Name of Eligible Institution: __________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and
Telephone No.: _________________________________________________________________
________________________________________________________________________________
(Authorized Signature)
Name: __________________________________________________________________________
(Please Print)
Title: _________________________________________________________________________
Dated: __________________________________________________________________ , 1997
<PAGE>
MERRILL LYNCH & CO.
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281
TEL: 1-888-ML4-TNDR (TOLL FREE)
(1-888-654-8637 (TOLL FREE))
FIRST USA, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING
9.33% SERIES A CAPITAL SECURITIES
AND
9.33% SERIES B CAPITAL SECURITIES
OF
FIRST USA CAPITAL TRUST I
AT $1,155 PER $1,000 LIQUIDATION AMOUNT
(PLUS ACCUMULATED AND UNPAID DISTRIBUTIONS UP TO, BUT NOT
INCLUDING, THE SETTLEMENT DATE)
June 2, 1997
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., NEW YORK
CITY TIME, ON MONDAY, JUNE 30, 1997, UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration is an Offer to Purchase dated June 2, 1997
(the 'Offer to Purchase') and a form of Letter of Transmittal (which
collectively constitute the 'Offer') relating to the offer by 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') issued and
any and all of the 9.33% Series B Capital Securities (together with the Series A
Capital Securities, the 'Securities') to be issued by First USA Capital Trust I,
a Delaware business trust (the 'Trust'), at $1,155 per $1,000 liquidation amount
(plus accumulated and unpaid distributions up to, but not including, the
settlement date), upon the terms and subject to the conditions set forth in the
Offer to Purchase and in the related Letter of Transmittal. All Securities
validly tendered in the Offer and not withdrawn will be purchased upon the terms
and subject to the conditions of the Offer.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM AMOUNT OF SECURITIES BEING
TENDERED. THE OFFER IS SUBJECT TO CONSUMMATION OF THE MERGER DESCRIBED IN THE
OFFER TO PURCHASE AND TO CERTAIN OTHER CONDITIONS. SEE 'CERTAIN CONDITIONS OF
THE OFFER' OF THE OFFER TO PURCHASE.
We are asking you to contact your clients for whom you hold Securities
registered in your name or in the name of the nominee. In addition, we ask you
to contact your clients who, to your knowledge, hold Securities registered in
their own names.
FOR YOUR INFORMATION AND FOR FORWARDING TO YOUR CLIENTS, FOR WHOM YOU HOLD
SECURITIES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE, WE ARE
ENCLOSING EACH OF THE FOLLOWING DOCUMENTS:
1. THE OFFER TO PURCHASE dated June 2, 1997.
<PAGE>
2. A LETTER OF TRANSMITTAL for your use in connection with the tender
of the Securities and for the information of your clients, together with
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing information relating to backup federal income
tax withholding.
3. A NOTICE OF GUARANTEED DELIVERY to be used to tender Securities if
certificates for the Securities are not immediately available or the
procedures for book-entry transfer cannot be completed on a timely basis or
time will not permit all required documents to reach the Depositary by the
Expiration Date.
4. A return envelope addressed to The Bank of New York, the
Depositary.
YOUR PROMPT ATTENTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS
PROMPTLY. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 9:00 A.M., NEW YORK CITY
TIME, ON MONDAY, JUNE 30, 1997, UNLESS THE OFFER IS EXTENDED.
First USA will not pay fees or commissions to any broker, dealer,
commercial bank, trust company or other nominee (other than the Dealer Manager)
for soliciting the tender of Securities pursuant to the Offer. First USA will,
however, on request, reimburse such person for customary handling and mailing
expenses incurred in forwarding materials in respect of this Offer to the
beneficial owners for which they act as nominees. No such broker, dealer,
commercial bank, trust company or other nominee has been authorized to act as
First USA's agent for purposes of this Offer. First USA will pay (or cause to be
paid) any transfer taxes on the tender of Securities pursuant to the Offer,
except as otherwise provided in Instruction 6 of the Letter of Transmittal.
Other than as described above, no fees will be paid to brokers, dealers or
others by First USA in connection with the Offer.
If a Holder desires to tender Securities pursuant to the Offer and such
Holder's certificates for Securities are not immediately available or the
procedures for book-entry transfer cannot be completed on a timely basis or time
will not permit all required documents to reach the Depositary by the Expiration
Date, such Securities may nevertheless be tendered in accordance with the
guaranteed delivery procedures set forth in the Offer to Purchase under the
caption 'Procedures for Tendering Securities.'
In order to accept the Offer, a duly executed and properly completed Letter
of Transmittal and any other required documents should be delivered to the
Depositary with either certificate(s) representing the Securities tendered,
confirmation of their book-entry transfer, or confirmation of surrender through
ATOP, all in accordance with the instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent at (212) 440-9800 (call collect for Banks and Brokers) or
(800) 223-2064 (all others), or from brokers, dealers, commercial banks or trust
companies.
Very truly yours,
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF FIRST USA, THE TRUST, BANC ONE CORPORATION, THE DEALER
MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE OFFER TO PURCHASE OR THE
LETTER OF TRANSMITTAL.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR.
- --Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payor.
- -------------------------------------------------------------
GIVE THE TAXPAYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF --
- -------------------------------------------------------------
1. An individual's ac- The individual
count
2. Two or more individ- The actual owner of the
uals (joint account) account or, if combined
funds, the first individual
on the account(1)
3. Husband and wife The actual owner of the
(joint account) account or, if joint funds,
either person(1)
4. Custodian account of The minor(2)
a minor (Uniform Gift
to Minors Act)
5. Adult and minor The adult or, if the minor
(joint account) is the only contributor, the
minor(1)
6. Account in the name The ward, minor, or in-
of guardian or com- competent person(3)
mittee for a designat-
ed ward, minor, or
incompetent person
7. a. The usual The grantor-trustee(1)
revocable savings
trust account
(grantor is also
trustee)
b. So-called trust The actual owner(1)
account that is
not a legal or
valid trust under
state law
8. Sole proprietorship The owner(4)
account
- -------------------------------------------------------------
- -------------------------------------------------------------
GIVE THE TAXPAYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF --
- -------------------------------------------------------------
9. A valid trust, estate, The legal entity (Do not
or pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity itself
is not designated in the
account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, The organization
or educational organi-
zation account
12. Partnership account The partnership
held in the name of
the business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of Agri-
culture in the name of
a public entity (such
as a State or local
government, school
district, or prison)
that receives agricul-
tural program pay-
ments
- --------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish
such person's social security number.
(4) Show your individual name. You may also enter your business name. You
may use either your social security number or your employer
identification number.
(5) List first and circle the name of the legal trust, estate or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service (the "IRS") and apply for a
number.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except item (9). For broker transactions, payees listed in
items (1) through (13) and a person registered under the Investment Advisers Act
of 1940 who regularly acts as a broker are exempt. Payments subject to reporting
under Sections 6041 and 6041A are generally exempt from backup withholding only
if made to payees described in items (1) through (7), except a corporation that
provides medical and health care services or bills and collects payments for
such services is not exempt from backup withholding or information reporting.
Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions, patronage dividends, and payments
by certain fishing boat operators.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States, or any
of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(6) An international organization or any of its agencies or instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures Trading
Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the Investment
Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in the
most recent publication of the American Society of Corporate Secretaries, Inc.,
Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
o Payments to nonresident aliens subject to withholding under Section
1441 of the Code.
o Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid
in money.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
Payments of interest not generally subject to backup withholding
include the following:
o Payments of interest on obligations issued by individuals. NOTE: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payor's trade or business and you have
not provided your correct taxpayer identification number to the payor.
o Payments of tax-exempt interest (including exempt-interest dividends
under Section 852 of the Code).
o Payments described in Section 6049(b)(5) of the Code to non-resident
aliens.
o Payments on tax-free covenant bonds under Section 1451 of the Code.
o Payments made by certain foreign organizations.
o Payments of mortgage interest to you.
o Payments made to an appropriate nominee.
Exempt payees described above should file substitute Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYOR. IF YOU ARE A NONRESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYOR A COMPLETED
INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage
dividends, that are not subject to information reporting are also not subject to
backup withholding. For details, see Sections 6041, 6041A(a), 6045, and 6050A
and 6050N of the Code and the regulations promulgated thereunder.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payors
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payors must be given the numbers whether or not
recipients are requires to file tax returns. Payors must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payor. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your correct taxpayer identification number to a payor, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. --Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE>
First USA, Inc.
1601 Elm St.
Dallas TX 75201
[FIRST USA LOGO]
News Release
Contact: George McCane
(214) 849-3737
FOR IMMEDIATE RELEASE
FIRST USA COMMENCES TENDER OFFER FOR 9.33% SERIES A CAPITAL
SECURITIES AND 9.33% SERIES B CAPITAL SECURITIES OF
FIRST USA CAPITAL TRUST I
NEW YORK, NY--(June 2, 1997)--First USA, Inc. (NYSE:FUS) announced today
that it had commenced a tender offer for any and all of the 9.33% Series A
Capital Securities issued and 9.33% Series B Capital Securities to be issued by
First USA Capital Trust I, a Delaware business trust, and guaranteed by First
USA, at $1,155 per $1,000 liquidation amount plus accumulated and unpaid
distributions thereon up to, but not including, the settlement date at the
annual rate of 9.33% of the liquidation amount of $1,000 per Capital Security.
The tender offer and withdrawal rights will expire at 9:00 a.m. (EDT), on
Monday, June 30, 1997, unless extended.
All Capital Securities tendered in the tender offer and not withdrawn will
be purchased upon the terms and subject to the conditions of the tender offer.
Holders of Capital Securities who elect to tender their securities should follow
the procedures for tendering described in the Offer to Purchase dated June 2,
1997, that will be sent to them.
-more-
<PAGE>
First USA, Inc.
Page 2
First USA's pending offer to exchange up to $200 million aggregate
liquidation amount of the Trust's 9.33% Series B Capital Securities, which have
been registered under the Securities Act of 1933, as amended, for a like
liquidation amount of the 9.33% Series A Capital Securities issued by the Trust
in December 1996 will continue in effect. The exchange offer and withdrawal
rights will expire at 9:00 a.m. (EDT), on June 19, 1997, unless extended.
The tender offer is subject to completion of the previously announced
merger of First USA and BANC ONE CORPORATION (NYSE:ONE), with BANC ONE
continuing as the surviving corporation. Assuming satisfaction of the conditions
to the merger, including receipt of necessary approvals from BANC ONE's and
First USA's shareholders scheduled for late June 26 and June 27, respectively,
the merger is expected to be completed on or before June 30. The tender offer is
not subject to any minimum tender of Capital Securities.
Merrill Lynch & Co. (888-654-8637-toll free) is the Dealer Manager for the
tender offer. Georgeson & Company Inc. is the Information Agent
(800-233-2064-toll free).
First USA is a financial services company specializing in the credit card
business and is among the largest providers of Visa and MasterCard services in
the nation. First USA had approximately 16.3 million credit cards issued and
$23.2 billion in total loans outstanding at March 31, 1997. First USA
participates in the payment processing business through its 57% interest in
First USA Paymentech, Inc. (NYSE:PTI).
###
