Banc One Corp. has raised eyebrows among investors by saying absorbing First USA Inc. may cost much more than originally anticipated.
In proxy materials on the $7.3 billion deal, the Columbus, Ohio superregional said merger-related costs are expected to result in charges that "could be substantially greater" than the $150 million originally projected.
Banc One officials are mum as to how much higher or why.
"We're not going to say anything more until the (annual shareholders) meeting," said spokesman John Russell. Banc One shareholders are scheduled to vote on the merger June 26.
It's not atypical for banks to rethink how much an acquisition will cost after getting in and seeing the target up close, investors and analysts say. But the second look usually results in banks' also saying they expect to save more than they had thought.
Banc One, however, is not talking about cutting costs in its First USA merger.
Not surprisingly, then, Banc One's silence about the higher-than- expected expenses has analysts and investors wondering what kind of surprise they'll get later this month.
Analysts said the extra costs may reflect Banc One's updating its computer systems to work better with First USA's. Or the charges could be related to chargeoffs.
"There will be more skepticism if charges are credit-related," said Joesph C. Duwan, an analyst at Keefe, Bruyette & Woods Inc.
In either case, the investment community seems willing to cut Banc One some slack.
"So long as they're one-time charges, the market ignores them," said Thomas B. McCandless, an analyst at Natwest Securities. He observed that banks commonly use mergers to write off as many expenses as regulators will permit.
Banc One stock rose 25 cents Thursday, a good day for financial stocks, to $43.75. Since Jan. 20, when the merger deal was announced, Banc One shares have lagged the market. From April 15 to May 15 the number in short- sellers' hands rose to 55.2 million from 7.9 million, according to the New York Stock Exchange.
One reason investors may shrug off Banc One's lofty expenses is they realize banks' initial estimates of merger costs can be taken too seriously.
"It's fairly common for companies to restate charges slightly after they perform due diligence and refine their integration plans," said Doug Penn, senior analyst at American Express Financial Advisors, Minneapolis, which owns 1.45 million Banc One shares.
"The great mystery," Mr. McCandless said, is whether Banc One will restate its figures by a molehill or a mountain.
Already the unprecedented plan to merge a bank and a credit card specialist has caused some unusual events. In April, First USA restated its earnings for the past three years to bring its accounting for securitizations and marketing in line with Banc One's.
This all has investors deeply interested in how Banc One handles the marriage of a major bank with a major credit card player.
"This is a terribly important deal, extraordinarily important," said Scott Budde, analyst with TIAA CREF Investment Management, which owns 4.9 million Banc One shares.
In other market news, Gerard, Klauer & Mattison analyst George Salem downgraded Wells Fargo & Co. to "hold" from "buy," saying it had done badly at absorbing First Interstate Bancorp.
He forecast "lost revenues from fleeing customers and likely disappointing earnings, at least for the remainder of 1997." He also said that if Warren Buffett continues to reduce Berkshire Hathaway Inc.'s holdings in Wells Fargo, "this could weigh heavily on the stock price."