-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VOlGwK1C6/hk0DCinjU3Ib3a/Ndvp3MYO/96VqLg7Em7PdBrNlDSB/504BXgg1G3 qigKiGLQtiUMRBAK1+Q9jQ== 0000930661-97-001712.txt : 19970714 0000930661-97-001712.hdr.sgml : 19970714 ACCESSION NUMBER: 0000930661-97-001712 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970711 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANC ONE CORP /OH/ CENTRAL INDEX KEY: 0000036090 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 310738296 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08552 FILM NUMBER: 97639629 BUSINESS ADDRESS: STREET 1: 100 E BROAD ST CITY: COLUMBUS STATE: OH ZIP: 43271 BUSINESS PHONE: 6142485944 MAIL ADDRESS: STREET 1: 100 EAST BROAD STREET STREET 2: 18TH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43271-0251 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANC GROUP OF OHIO INC /OH/ DATE OF NAME CHANGE: 19800301 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 1996 A. Full title of the plan and the address of the plan: First USA Retirement Savings Plan 1601 Elm Street 46th Floor Dallas, Texas 75201 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Banc One Corporation 100 Broad Street Columbus, Ohio 43215 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES FIRST USA RETIREMENT SAVINGS PLAN DECEMBER 31, 1996 AND 1995 WITH REPORT OF INDEPENDENT AUDITORS FIRST USA RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1996 AND 1995 CONTENTS Report of Independent Auditors............................... 1 Audited Financial Statements Statements of Assets Available for Plan Benefits............. 2 Statements of Changes in Assets Available for Plan Benefits.. 3 Notes to Financial Statements................................ 4 Supplemental Schedules Line 27a - Schedule of Assets Held for Investment Purposes... 11 Line 27d - Schedule of Reportable Transactions............... 12 REPORT OF INDEPENDENT AUDITORS Employee Benefits Committee First USA Financial, Inc. We have audited the accompanying statements of assets available for plan benefits of First USA Retirement Savings Plan (the Plan) as of December 31, 1996 and 1995, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Plan at December 31, 1996 and 1995, and the changes in its assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1996, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the 1996 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1996 financial statements taken as a whole. /s/ Ernst & Young Dallas, Texas June 20, 1997 1 First USA Retirement Savings Plan Statements of Assets Available for Plan Benefits
December 31, ------------------------ 1996 1995 ---------- ---------- ASSETS Investments at market value: Merrill Lynch Basic Value Fund $2,873,449 $ - Merrill Lynch Capital Fund 1,294,965 - Merrill Lynch Retirement Preservation Fund 1,220,031 - Managers International Equity Fund 1,101,847 - Merrill Lynch Corporate Bond Fund - Intermediate Term Portfolio 777,866 - First USA, Inc. Common Stock 122,269 - First USA Paymentech, Inc. Common Stock 36,552 - Nations Value Fund - 2,313,365 Nations Balanced Assets Fund - 1,125,768 Nations Prime Fund - 1,037,379 Nations International Equity Fund - 1,021,141 Nations Strategic Fixed Income Fund - 758,157 ---------- ---------- Investments at market value 7,426,979 6,255,810 Participant Loan Fund 251,507 186,969 ---------- ---------- Total Investments 7,678,486 6,442,779 Contribution receivable from First USA Financial, Inc. 20,818 22,831 Employee contribution receivable 78,796 81,745 Interest receivable 663 8,968 ---------- ---------- ASSETS AVAILABLE FOR PLAN BENEFITS $7,778,763 $6,556,323 ========== ==========
See accompanying notes. 2 First USA Retirement Savings Plan Statements of Changes in Assets Available for Plan Benefits
Year Ended December 31, ----------------------- 1996 1995 ---------- ---------- ADDITIONS Employee contributions $3,287,268 $2,148,905 Contributions from First USA Financial, Inc. 532,818 437,627 Investment income 458,856 369,488 Net appreciation in fair value of investments 444,154 524,969 Other - 69,054 ---------- ---------- 4,723,096 3,550,043 DEDUCTIONS Transfers to Paymentech Plan 2,879,883 - Transfers to affiliated plan 7,840 - Distributions 612,933 504,573 ---------- ---------- 3,500,656 504,573 NET INCREASE 1,222,440 3,045,470 ---------- ---------- Assets Available for Plan Benefits at beginning of year 6,556,323 3,510,853 ---------- ---------- ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $7,778,763 $6,556,323 ========== ==========
See accompanying notes. 3 FIRST USA RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 NOTE A -- SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements of First USA Retirement Savings Plan (the "Plan") have been prepared on the accrual basis. Certain costs and expenses incurred with regard to the purchase, sale or transfer of investments have been borne by the Plan. All other administrative expenses have been borne by First USA Financial, Inc. and subsidiaries (the "Company"). Valuation of Investments The investments of the Plan are stated at fair value based on quoted market prices, except participant loans which are stated at cost. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE B -- DESCRIPTION OF THE PLAN The Plan was established effective October 1, 1990 to provide eligible employees with additional retirement income savings opportunities. The Plan is a defined contribution profit sharing plan with a cash or deferred arrangement intended to qualify under Section 401(a) and Section 401(k), respectively, of the Internal Revenue Code (the "Code"). Effective July 1, 1996, Merrill Lynch Trust Company of Texas became the trustee of the Plan. As a result of the trustee change, the Plan now offers participants new investment choices which include Merrill Lynch funds, replacing the prior NationsBank choices. Effective July 1, 1996, all participant balances of employees of First USA Paymentech, Inc. were transferred to a new plan, the First USA Paymentech Retirement Savings Plan. Employees are eligible to participate in the Plan upon the attainment of age 21 and the completion of 1,000 hours of service with the Company during a 12-month period of time. The Plan limits employee contributions from 1% to 10% of an eligible employee's compensation, as defined, during each year. The deferral percentage may be changed on a quarterly basis. The Company contributes to the Plan a matching amount equal to 50% of the first 3% of base compensation contributed by each eligible employee. Highly compensated employees may be subject to a reduced limitation based on the deferral amounts of non-highly compensated employees. Participant contributions and actual earnings thereon are fully vested at all times. Matching contributions made by the Company vest at the rate of 20% per year following two years of employment. Following six years of employment, an eligible employee's interest in matching contributions allocated to his or her account is fully vested. Forfeitures are used to reduce the Company's contribution. Benefits may be paid under the Plan, subject to limitations and conditions imposed by the Code, upon a participant's termination of employment, retirement (early, normal or late) or death. The Plan specifies various distribution options that participants may select, including forms of annuity payments for balances in excess of $3,500 and lump-sum distributions. 4 FIRST USA RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE B -- DESCRIPTION OF THE PLAN (CONTINUED) The Company has the right under the Plan to discontinue contributions at any time and terminate the Plan. In the event of termination of the Plan, each participant shall have a 100% nonforfeitable interest in the value of all amounts credited to the participant's account. Effective January 1, 1995, the Employee Benefits Committee of the Plan adopted a participant loan policy under which a participant or beneficiary of the Plan may receive a loan. A participant or beneficiary of the Plan may borrow 50% of their vested balance with a minimum of $1,000 and up to a maximum of $50,000. Participant loans may be unrestricted with a maximum repayment of 5 years or, for the purchase of a home, with a maximum repayment of 15 years. If an unrestricted loan is extended past the 5 year period, the balance of the loan at the time of the extension is a taxable distribution. Participant loans bear a fixed rate of interest based on the prime rate ranging from 8.25% to 8.75% at December 31, 1996. Information about the Plan agreement and the vesting and distribution provisions is contained in the First USA Retirement Savings Plan Summary Plan Description booklet which is made available to all Plan participants. Copies of this booklet are available from the Employee Benefits Committee. NOTE C -- INVESTMENTS The Plan's investments were held by funds administered by Merrill Lynch Trust Company of Texas, the trustee. Prior to July 1, 1996, the Plan's investments were held by trust funds administered by NationsBank, Georgia, N.A. Investment decisions are directed by the Employee Benefits Committee, consisting of members of management of the Company, based upon recommendations of the trustee. NOTE D -- INVESTMENT OPTIONS As of July 1, 1996, participants may elect to divide contributions between several investment choices: Merrill Lynch Basic Value Fund, Merrill Lynch Capital Fund, Merrill Lynch, Inc. Retirement Preservation Fund, Managers International Equity Fund, Merrill Lynch corporate Bond Fund-Intermediate Term Portfolio, First USA, Inc. Common Stock, and First USA Paymentech, Inc. Common Stock. Plan participants may elect to direct their contributions (and the Company matching contributions) to any investment choice or a combination of two or more (in 1% denominations). Additionally, participants may revise percentage allocations of investment options and transfer existing account balances from one investment choice to the other or any combination of funds on a daily basis. The Merrill Lynch Basic Value Fund invests in securities, primarily undervalued equities. The Merrill Lynch Capital Fund invests in equity, debt, and convertible securities. The Merrill Lynch Retirement Preservation Trust invests primarily in a broadly-diversified portfolio of guaranteed investment contracts and in obligations of U.S. government and U.S. government-agency related securities. This Trust also invests in high-quality money market securities. The Managers International Equity Fund invests primarily in non-U.S. equity securities. The Merrill Lynch Corporate Bond Fund-Intermediate Term Portfolio is a managed portfolio primarily comprised of investment grade corporate fixed- income securities. The First USA, Inc. Common Stock Fund invests in the common stock of the Company. The First USA Paymentech, Inc. Common Stock Fund invests in the common stock of First USA Paymentech, Inc. 5 FIRST USA RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE D -- INVESTMENT OPTIONS (CONTINUED) Prior to July 1, 1996, participants could elect to divide contributions between five funds: Nations Value Fund, Nations Prime Fund, Nations International Equity Fund, Nations Balanced Assets Fund, and Nations Strategic Fixed Income Fund. Plan participants could elect to direct their contributions (and the Company matching contributions) to any fund or a combination of two or more (in 1% denominations). Additionally, participants could revise percentage allocations of investment options and transfer existing account balances from one fund to the other or any combination of funds on a daily basis. The Nations Value Fund was invested in equity securities, focusing on individual company value and projected earnings per share. The Nations Prime Fund was invested in short term bank certificates of deposit, banker's acceptances and commercial paper. The Nations International Equity Fund invested in undervalued foreign equity securities. The Nations Balanced Assets Fund allocated assets among common stocks, bonds and money market instruments. The Nations Strategic Fixed Income Fund invested primarily in a mix of investment grade (BBB or better) corporate, government, and mortgage backed securities. 6 First USA Retirement Savings Plan Notes to Financial Statements Note E -- Changes in Assets Available for Plan Benefits
Nations Nations Nations Strategic Nations Value Nations Prime International Balanced Fixed Income Participant Fund Fund Equity Fund Assets Fund Fund Loan Fund Total ------------- ------------- ------------- ----------- ----------------- ----------- ---------- Assets available for plan benefits at December 31, 1994 $1,047,276 $ 736,536 $ 665,327 $ 610,513 $451,201 - $3,510,853 Additions Employee contributions 804,983 344,653 399,007 353,846 246,416 - 2,148,905 Contributions from First USA Financial, Inc. 145,498 85,170 73,544 79,067 54,348 - 437,627 Investment income 120,592 52,545 7,554 152,452 36,345 - 369,488 Net appreciation in fair value of investments 354,622 - 71,500 41,082 57,765 - 524,969 Other - 69,054 - - - - 69,054 ------------ ------------- ------------ ---------- ---------------- ---------- ---------- 1,425,695 551,422 551,605 626,447 394,874 - 3,550,043 Deductions Distributions 187,864 96,176 90,478 74,108 55,947 - 504,573 ------------ ------------- ------------ ---------- ---------------- ---------- ---------- 1,237,831 455,246 461,127 552,339 338,927 - 3,045,470 Transfers between funds, net 68,279 (132,950) (89,630) (16,497) (16,171) $186,969 - ------------ ------------- ------------ ---------- ---------------- ---------- ---------- Assets available for plan benefits at December 31, 1995 $2,353,386 $1,058,832 $1,036,824 $1,146,355 $773,957 $186,969 $6,556,323 ============ ============= ============ ========== ================ ========== ==========
7 First USA Retirement Savings Plan Notes to Financial Statements (continued) Note E -- Changes in Assets Available for Plan Benefits (continued) The changes in assets available for plan benefits for the years ended December 31, 1995 and 1996 were as follows:
FIRST USA Nations Nations Nations Strategic FIRST USA Paymentech Nations Value Nations Prime International Balanced Fixed Income Common Common Fund Fund Equity Fund Assets Fund Fund Stock Stock ------------- ------------- ------------- ----------- ----------------- --------- ---------- Assets available for plan benefits at December 31, 1995 $ 2,353,386 $ 1,058,832 $ 1,036,824 $ 1,146,355 $ 773,957 - - Additions Employee contributions 755,332 237,538 267,186 378,282 222,150 $ 34,846 $ 15,224 Contributions from First USA Financial, Inc. 106,737 44,956 42,297 47,397 31,736 1,130 1,320 Investment Income 25,067 30,796 12,730 24,291 24,309 238 34 Net appreciation (depreciation) in fair value of investments 221,427 (5,456) 67,068 56,404 (46,062) 17,415 (4,247) ------------ ------------- ------------- ----------- ------------ --------- ---------- 1,108,563 307,834 389,281 506,374 232,133 53,629 12,331 Deductions Distributions 137,028 55,208 66,869 121,540 39,376 - - ------------ ------------- ------------- ----------- ------------ --------- ---------- 971,535 252,626 322,412 384,834 192,757 53,629 12,331 Transfers between funds (2,199,089) (981,906) (914,302) (946,253) (686,897) 69,771 25,496 Transfers to affiliated funds (1,125,832) (329,552) (444,934) (584,936) (279,817) - - ------------ ------------- ------------- ----------- ------------ --------- ---------- Assets available for plan benefits at December 31, 1996 $ -- $ -- $ -- $ -- $ -- $123,400 $ 37,827 ============ ============= ============= =========== =========== ========= ==========
8 First USA Retirement Savings Plan Notes to Financial Statements (continued) Note E -- Changes in Assets Available for Plan Benefits (continued)
Merrill Lynch Merrill Lynch Corporate Retirement Managers Merrill Lynch Merrill Lynch Bond Fund- Preservation International Capital Basic Value Intermediate Participant Trust Equity Fund Fund Fund Term Portfolio Loan Fund Total ------------- ------------- ------------- ------------- -------------- ----------- ----------- Assets available for plan benefits at December 31, 1995 - - - - - $ 186,969 $ 6,556,323 - Additions Employee contributions $ 166,785 $ 254,982 $ 266,857 $ 543,180 $144,906 - 3,287,268 Contributions from First USA Financial, Inc. 43,185 38,228 47,363 97,459 31,010 - 532,818 Investment Income 38,184 34,407 57,373 183,089 28,338 - 458,856 Net appreciation (depreciation) in fair value of investments - 20,801 43,431 68,210 5,163 - 444,154 ---------- ---------- ---------- ---------- -------- --------- ----------- 248,154 348,418 415,024 891,938 209,417 - 4,723,096 Deductions Distributions 18,948 41,384 36,970 80,211 15,399 - 612,933 ---------- ---------- ---------- ---------- -------- --------- ----------- 229,206 307,034 378,054 811,727 194,018 - 4,110,163 Transfers between funds 1,004,988 812,287 937,096 2,104,179 595,281 179,349 - Transfers to affiliated funds - (2,317) (1,954) (3,570) - (114,811) (2,887,723) ---------- ---------- ---------- ---------- -------- --------- ----------- Assets available for plan benefits at December 31, 1996 $1,234,194 $1,117,004 $1,313,196 $2,912,336 $789,299 $ 251,507 $ 7,778,763 ========== ========== ========== ========== ======== ========= ===========
9 FIRST USA RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE F -- INCOME TAX STATUS The Internal Revenue Service determined and informed the Company by a letter dated September 21, 1995, that the Plan and the related trust qualify under Section 401 of the Code and are not subject to tax under present income tax laws. The Employee Benefits Committee is not aware of any course of action or series of events that have occurred that might adversely affect the amended Plan's income tax status. NOTE G - SUBSEQUENT EVENTS On January 20, 1997, First USA and BANC ONE Corporation ("BANC ONE") jointly announced that an agreement had been reached for First USA to merge with BANC ONE. In the merger, First USA will merge with and into BANC ONE and each outstanding share of First USA Common Stock will be converted into 1.1659 shares of BANC ONE Common Stock. The merger was completed on June 27, 1997. 10 SUPPLEMENTAL SCHEDULES First USA Retirement Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1996
(c) Description (a) (b) Identity of Issuer Of Investment (d) Cost (e) Current Value ------------------------------------- --------------- ---------- ----------------- * Merrill Lynch Basic Value Fund 92,691.91 Units $2,802,841 $2,873,449 Capital Fund 41,705.79 Units 1,253,738 1,294,965 Retirement Preservation Fund 1,220,031 Units 1,220,031 1,220,031 International Equity Fund 25,219.67 Units 1,080,915 1,101,847 Corporate Bond Fund-Intermediate 68,293.788 Units 773,390 777,866 Term Portfolio * First USA, Inc. Common Stock 3,531.2388 Shares 105,028 122,269 * First USA Paymentech, Inc. Common Stock 1,079.0207 Shares 40,782 36,552 * Participant Loan Fund - interest rates ranging from 8.25% to 8.75% - 251,507 ---------- ---------- $7,276,725 $7,678,486 ========== ==========
* Party in interest 11 First USA Retirement Savings Plan Line 27d - Schedule of Reportable Transactions Year Ended December 31, 1996
(e) Expenses (h) Current Value (Income) of Asset at (a) Party (c) Purchase (d) Selling Incurred with (g) Cost Transaction (i) Net Gain Involved (b) Description of Assets Price Price Transaction of Asset Date or (Loss) - -------------------- ------------------------- ------------ ----------- ------------- ---------- ----------------- ------------ Category (i) - Individual investment transactions in excess of 5% of plan assets: - --------------------------------------------------------------------------------- *NationsBank, Nations Balanced Georgia, N.A. Assets Fund - 1,497,913 - 1,459,172 1,497,913 38,741 *NationsBank, Nations International Georgia, N.A. Equity Fund - 1,288,546 - 1,215,309 1,288,546 73,237 *NationsBank, Nations Prime Fund - 1,318,457 - 1,318,457 1,318,457 - Georgia, N.A. *NationsBank, Nations Strategic Georgia, N.A. Fixed Income Fund - 926,733 - 940,656 940,656 (13,923) *NationsBank, Nations Value Fund - 3,210,650 - 2,862,724 3,210,650 347,926 Georgia, N.A. *Merrill Lynch Trust Merrill Lynch Retirement Company of Texas Preservation Fund 983,448 - - 983,448 983,448 - *Merrill Lynch Trust Managers International Company of Texas Equity Fund 864,720 - - 864,720 864,720 - *Merrill Lynch Trust Merrill Lynch Basic Company of Texas Value Fund 2,159,351 - - 2,159,351 2,159,351 -
* Party in interest 12 First USA Retirement Savings Plan Line 27d - Schedule of Reportable Transactions Year Ended December 31, 1996
(e) Expenses (h) Current Value (Income) of Asset at (a) Party (c) Purchase (d) Selling Incurred with (g) Cost Transaction (i) Net Gain Involved (b) Description of Assets Price Price Transaction of Asset Date or (Loss) - -------------------- ------------------------- ------------ ----------- ------------- ---------- ----------------- ------------ Category (i) - Individual investment transactions in excess of 5% of plan assets: - --------------------------------------------------------------------------------- *Merrill Lynch Trust Merrill Lynch Corporate Company of Texas Bond Fund-Intermediate Term Portfolio 657,021 - - 657,021 657,021 - *Merrill Lynch Trust Merrill Lynch Capital Company of Texas Fund 939,955 - - 939,955 939,955 -
* Party in interest 13 First USA Retirement Savings Plan Line 27d - Schedule of Reportable Transactions (continued) Year Ended December 31, 1996
(e) Expenses (h) Current Value (Income) of Asset at (a) Party (c) Purchase (d) Selling Incurred with (g) Cost Transaction (i) Net Gain Involved (b) Description of Assets Price Price Transaction of Asset Date or (Loss) - -------------------- ------------------------- ------------ ----------- ------------- ---------- ----------------- ------------ Category (iii) - Series of investment transactions in excess of 5% of plan assets: - ----------------------------------------------------------------------------------------- *NationsBank, Nations Balanced Assets Georgia, N.A. Fund 530,303 - 530,303 530,303 - *NationsBank, Nations Balanced Assets Georgia, N.A. Fund - 1,685,497 - 1,639,498 1,685,497 45,999 *NationsBank, Nations International Georgia, N.A. Equity Fund 377,941 - - 377,941 377,941 - *NationsBank, Nations International Georgia, N.A. Equity Fund - 1,445,042 - 1,360,376 1,445,042 84,666 *NationsBank, Nations Prime Fund 478,178 - - 478,178 478,178 - Georgia, N.A. *NationsBank, Nations Prime Fund - 1,515,557 - 1,515,557 1,515,557 - Georgia, N.A. *NationsBank, Nations Strategic Georgia, N.A. Fixed Income Fund 321,534 - - 321,534 321,534 - *NationsBank, Nations Strategic Fixed Georgia, N.A. Income - 1,023,524 - 1,037,102 1,023,524 (13,578)
* Party in interest 14 First USA Retirement Savings Plan Line 27d - Schedule of Reportable Transactions (continued) Year Ended December 31, 1996
(e) Expenses (h) Current Value (Income) of Asset at (a) Party (c) Purchase (d) Selling Incurred with (g) Cost Transaction (i) Net Gain Involved (b) Description of Assets Price Price Transaction of Asset Date or (Loss) - -------------------- ------------------------- ------------ ----------- ------------- ---------- ----------------- ------------ Category (iii) - Series of investment transactions in excess of 5% of plan assets: - ----------------------------------------------------------------------------------------- *NationsBank, Nations Value Fund 1,089,021 - - 1,089,021 1,089,021 - Georgia, N.A. *NationsBank, Nations Value Fund - 3,549,281 - 3,158,214 3,549,281 391,067 Georgia, N.A. *Merrill Lynch Trust Merrill Lynch Retirement Company of Texas Preservation Fund 1,425,730 - - 1,425,730 1,425,730 - *Merrill Lynch Trust Merrill Lynch Retirement Company of Texas Preservation Fund - 204,393 - 204,393 204,393 - *Merrill Lynch Trust Managers International Company of Texas Equity Fund 1,242,137 - - 1,242,137 1,242,137 - *Merrill Lynch Trust Managers International Company of Texas Equity Fund - 158,774 - 158,905 158,774 (131) *Merrill Lynch Trust Merrill Lynch Basic Company of Texas Value Fund 3,101,814 - - 3,101,814 3,101,814 - *Merrill Lynch Trust Merrill Lynch Basic Company of Texas Value Fund - 275,377 - 277,775 275,377 (2,398)
* Party in interest 15 First USA Retirement Savings Plan Line 27d - Schedule of Reportable Transactions (continued) Year Ended December 31, 1996
(e) Expenses (h) Current Value (Income) of Asset at (a) Party (c) Purchase (d) Selling Incurred with (g) Cost Transaction (i) Net Gain Involved (b) Description of Assets Price Price Transaction of Asset Date or (Loss) - -------------------- ------------------------- ------------ ----------- ------------- ---------- ----------------- ------------ Category (iii) - Series of investment transactions in excess of 5% of plan assets: - ----------------------------------------------------------------------------------------- *Merrill Lynch Trust Merrill Lynch Corporate Company of Texas Bond Fund - Intermediate Term Portfolio 855,892 - - 855,892 855,892 - *Merrill Lynch Trust Merrill Lynch Corporate Company of Texas Bond Fund - Intermediate Term Portfolio - 76,424 - 75,737 76,424 687 *Merrill Lynch Trust Merrill Lynch Company of Texas Capital Fund 1,334,824 - - 1,334,824 1,334,824 - *Merrill Lynch Trust Merrill Lynch Company of Texas Capital Fund - 81,336 - 79,132 81,336 2,204
Column (f) is not applicable There are no category (ii) or (iv) transactions during the year ended December 31, 1996. * Party in interest 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefits plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. First USA Retirement Savings Plan Date: July 11, 1997 /s/ Tracie H. Klein ------------------------------------------------ Tracie H. Klein Vice President First USA Management, Inc. CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement No. 333-11265 on Form S-8 pertaining to the First USA Retirement Savings Plan of our report dated June 20, 1997, with respect to the financial statements and supplemental schedules of First USA Retirement Savings Plan, included in this Annual Report on Form 11-K for the period ended December 31, 1996. ERNST & YOUNG LLP Dallas, Texas July 11, 1997 -----END PRIVACY-ENHANCED MESSAGE-----