With First USA Inc. under its wing, Banc One Corp. has a chance to be unrivaled in credit card growth, marketing, and operating performance.

Or it could be setting itself up for unmitigated disaster.

The outcome of joining two complementary, though culturally different, corporations in a potentially volatile part of the consumer credit market will depend on how the combined entity is managed, industry experts said.

For now, it appears Banc One will be satisfied with a hands-off approach - justifiably, given First USA's track record.

The $7 billion acquisition would create the third-largest credit card issuer, combining Banc One's and First USA's 32 million customers and $35 billion of outstandings.

In Dallas-based First USA, industry observers said John B. McCoy, Banc One's chairman and chief executive officer, has nabbed one of the best- managed and most innovative credit card companies.

In just over a decade since it was spun out of the old Mcorp holding company in Texas, First USA is known for attracting stellar management talent and applying cutting-edge technology to attracting and keeping the most creditworthy and profitable cardholders.

Columbus, Ohio-based Banc One is the 10th-largest bank holding company, with $102 billion of assets and 1,500 branches. Its desire for First USA's specialties coincided with the latter's drive for growth and diversification.

In press conferences and interviews this week, executives of both companies said First USA would go on operating much as it has. It sounded much like the old Banc One formula, which Mr. McCoy once described as acquiring good banks and giving them the resources to become great banks.

Banc One has modified its decentralization religion in recent years, taking a more coordinated approach to key business lines, including credit cards.

Last summer, nine-year Banc One veteran Mark K. Tonnesen moved from the presidency of Banc One Credit Card Services Co. to head the company's electronic payments and commerce division. Jeffrey P. Neubert is now chairman and chief executive of the credit card business.

With First USA in tow, "we will fold our credit card operations into theirs," Mr. McCoy said. "We plan to keep all centers running, and (First USA) is excited about our business.

"We have made them very comfortable that we admire and value their culture," he continued. "We will work very well with them."

Once the deal is completed, there will be at least one major change within First USA: Chairman and chief executive officer John C. Tolleson will step aside, leaving day-to-day management to his co-founder Richard W. Vague, currently First USA Inc. president.

Mr. Tolleson will join the Banc One board, and Mr. Vague will report to both Mr. McCoy and Banc One president Richard J. Lehmann.

"Richard Vague will run First USA," Mr. McCoy emphasized.

"The only real management change is me stepping out and Dick taking over," Mr. Tolleson said. "Everything else is as it had been, a continuation of the same management group.

"The Banc One card operations will become part of First USA's card operations and operate under that umbrella."

The acquisition has consultants and analysts in an optimistic, if wait- and-see, mode.

"It depends on how Banc One handles it," said credit card consultant Michael Auriemma, president of Auriemma Consulting Group, Westbury, N.Y. Banc One "has a good track record in putting deals together when it buys a company. But it usually buys more traditional banks.

"First USA is much more entrepreneurial and quick-moving. If Banc One gives them leeway, it will be a success, and Banc One will continue to prosper."

Consultant James L. Accomando, president of Accomando Consulting Inc., Fairfield Conn., said, "It's a good match.

"It's a broadening of Banc One's role, which has been as a more traditional retail bank. First USA will add an infusion of innovation and market uniqueness."

"There is always a problem with an entrepreneurial company coming into a structured environment," said Moshe A. Orenbuch, senior research analyst of Sanford C. Bernstein & Co., New York. But he still expects First USA "to leapfrog over competition in delivering products other than credit cards," using Banc One's infrastructure to distribute mortgages, auto insurance, home equity and auto loans.

"Banc One believes it will take its growth rate to 15% from 13%," Mr. Orenbuch said. "It will give them a much larger credit card base."

Mr. McCoy said Banc One will be "acquiring a lot of knowledge that specifically has been used in the credit card business (but) has applicability in our retail banking business."

A likely benefit for First USA will be Banc One's private-label credit services, No. 11 in that part of the card industry, with $1.7 billion of outstandings.

"As we have approached cobranding prospects, the notion of private-label in combination with a cobranded card is something that gets discussed with some frequency," Mr. Vague said. The lack of private-label capability "has been somewhat constraining to us."

Regardless of the ultimate consequences, some experts concluded Monday's announcement presages a shakeout among major card issuers. "This kind of deal makes other card issuers have to pay attention," said Keefe, Bruyette & Woods Inc.'s director of research, David S. Berry. "They have a more formidable (competitor) than before, combining Banc One's financial muscle and First USA's credit card expertise."

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