Less than a month before Bank One Corp.'s stock started to dive on news that the company would miss its 1999 earnings target because of problems in its First USA credit card division, a founder of First USA sold about $3 million worth of company shares.
John C. Tolleson, the former First USA chief executive officer and now a Bank One director, sold 51,299 shares -- about 5% of his holdings in Bank One -- at $57.56 each on July 27, according to Washington Service Associates, a firm that tracks insider trades. Since late July, Bank One's shares have been off by as much as one-third. They closed Friday at $39.50, up 93.7 cents.
Mr. Tolleson's trade did not violate rules that restrict when insiders may sell, but it coincided with a steep rise in the number of customers leaving First USA because of increased interest rate competition and service problems.
In a telephone interview Friday, Mr. Tolleson said he was unaware of First USA's difficulties when he placed his sale order. He said he had planned to sell the stake, which is held in trust for his children, after Bank One's second-quarter earnings were released.
Mr. Tolleson, who stepped down as First USA's CEO when Bank One acquired the company in June 1997, added that he has no day-to-day contact with his former company.
First USA's troubles were known to other insiders when Mr. Tolleson ordered the July trade. Executives became concerned in July when First USA's interest rate margin shrank significantly, Robert A. Rosholt, Bank One's chief financial officer, said last month. Richard W. Vague, the current First USA chief executive and co-founder of the company with Mr. Tolleson, had data that confirmed First USA's competitors were becoming more aggressive in direct mail offers to consumers, Mr. Rosholt said.
Bank One executives considered these data during a midyear review in early August and reduced the company's 1999 earnings expectations by 8%, as announced Aug. 25. That news sent Bank One's stock reeling.
Anyone found to be violating insider trading rules -- selling shares, for example, on knowledge acquired before it becomes public -- could be subject to civil penalties, a Securities and Exchange Commission spokes-man said.
Had Mr. Tolleson waited until after Bank One's Aug. 25 disclosure to sell his stock, it would have been worth at least 25% less than when he executed his trade in July. That sale was the first Mr. Tolleson had made in more than a year, and he was the only insider to sell stock in July or during the first two weeks of August, according to Washington Service Associates.
To be sure, Mr. Tolleson's July trade was not a large one, considering his holdings. The 50-year-old Dallas-area resident once held about four million Bank One shares. He sold 2.8 million in January 1998 -- his first opportunity to sell Bank One stock after the acquisition.
One analyst said many investors with large shareholdings in individual companies have been liquidating in recent months. Last week, for example, the co-chief executives of Charles Schwab Corp. sold more than 2 million shares for nearly $80 million as part of their estate planning, a company spokesman said.
"Because of the bull market, a lot of people at a lot of companies are diversifying," said Michael J. Ancell, a bank analyst at Edward Jones in St. Louis.
At yearend, Mr. Tolleson was the second-largest individual shareholder in Bank One, with 1.1 million shares -- a 0.09% stake.
He is now CEO of Tolleson Group, a private investment firm in Dallas, and general partner in Arena Capital Partners LLC, a private equity fund, according to Bank One's proxy.