-----------------------------
OMB Approval
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response....14.90
-----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
First USA, Inc.
- ---------------------------------------------------------------------
(Name of Issuer)
6 1/4% Convertible Preferred Stock, $0.01 par value
- ---------------------------------------------------------------------
(Title of Class of Securities)
33743H204
---------------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
- ---------------------------- -------------------------
CUSIP No. 33743H204 13G Page 2 of 6 Pages
- ---------------------------- -------------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Inc
22-1660266
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
5 SOLE VOTING POWER
---
NUMBER OF
-------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 333,100
-------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON ---
-------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
333,100
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,100
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC, CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
First USA, Inc. ("First USA")
Item 1(b). Address of Issuer's Principal Executive Offices:
1601 Elm Street
47th Floor
Dallas, Texas 75201
Item 2(a). Name of Person Filing:
Salomon Inc
Item 2(b). Address or Principal Office or, if none, Residence:
Seven World Trade Center
New York, New York 10048
Item 2(c). Citizenship or Place of Organization:
Delaware
Item 2(d). Title of Class of Securities:
6 1/4% Convertible Preferred Stock, $0.01 par value
(the "Preferred Stock")
Item 2(e). CUSIP Number:
33743H204
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15
of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act;
(d) [ ] Investment Company registered under Section 8
of the Investment Company Act;
(e) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940;
Page 3
of 6 Pages
<PAGE>
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F);
(g) [X] Parent Holding Company, in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
(h) [ ] Group, in accordance with ss. 240.13d-1(b)
(1)(ii)(H).
Item 4. Ownership.
(a) Amount Beneficially Owned as of December 31, 1996:
333,100 shares.
(b) Percent of Class: 5.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: --
(ii) shared power to vote or to direct the vote:
333,100
(iii) sole power to dispose or to direct the
disposition of: --
(iv) shared power to dispose or to direct the
disposition of: 333,100
As of December 31, 1996, Salomon Brothers Inc
("SBI"), an indirect, wholly owned subsidiary of
Salomon Inc, held directly 333,100 shares of Preferred
Stock, representing 5.8% of the 5,750,000 shares of
Preferred Stock reported to be outstanding in First
USA's Quarterly Report on Form 10-Q for the period
ended September 30, 1996.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following [ X ].
Although SBI directly beneficially owned 5.8% of the
outstanding shares of Preferred Stock as of December
31, 1997 (as set forth in Item 4), as of midnight,
Eastern Standard Time on February 3, 1997, SBI
directly beneficially owned 233,100 shares of
Preferred Stock, representing only 4.1% of the
5,750,000 shares of Preferred Stock reported to be
outstanding in First USA's Quarterly Report on Form
10-Q for the period ended September 30, 1996.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Page 4
of 6 Pages
<PAGE>
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Salomon Inc is filing this Statement on Schedule 13G
pursuant to Rule 13d- 1(b)(1)(ii)(G) and Rule 13d-2(b)
under the Securities Exchange Act of 1934, as amended.
See Exhibit 1.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: February 13, 1997
SALOMON INC
By /s/ Arnold S. Olshin
--------------------------
Name: Arnold S. Olshin
Title: Secretary
Page 5
of 6 Pages
<PAGE>
EXHIBIT 1
Salomon Brothers Inc ("SBI"), a broker-dealer
registered under Section 15 of the Securities Exchange Act of
1934, as amended (the "1934 Act"), is a Delaware corporation that
is a wholly owned subsidiary of Salomon Brothers Holding Company
Inc ("SBHC"), which in turn is a Delaware corporation that is a
wholly owned subsidiary of Salomon Inc. The principal places of
business of SBI and SBHC are located at Seven World Trade Center,
New York, New York 10048. Salomon Inc is filing this amendment to
its Statement on Schedule 13G pursuant to Rule 13d-1(b)(1)(ii)(G)
and Rule 13d-2(b) under the 1934 Act as a "parent holding
company" of SBI in order to report (x) the direct beneficial
ownership by SBI of the 6 1/4% Convertible Preferred Stock, $0.01
par value (the "Preferred Stock"), of First USA, Inc. and (y) the
indirect beneficial ownership by SBHC and Salomon Inc of the
Preferred Stock directly beneficially owned by SBI.
Page 6
of 6 Pages
<PAGE>
-----------------------------
OMB Approval
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response....14.90
-----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
First USA, Inc.
- ---------------------------------------------------------------------
(Name of Issuer)
6 1/4% Convertible Preferred Stock, $0.01 par value
- ---------------------------------------------------------------------
(Title of Class of Securities)
33743H204
-----------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ X ]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
- --------------------------- ----------------------------
CUSIP No. 33743H204 13G Page 2 of 6 Pages
- --------------------------- ----------------------------
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Inc
22-1660266
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------
5 SOLE VOTING POWER
---
NUMBER OF
--------------------------------------------------------
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
342,400
OWNED BY
--------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING ---
PERSON
--------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
342,400
- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,400
- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.95%
- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
First USA, Inc. ("First USA")
Item 1(b). Address of Issuer's Principal Executive Offices:
1601 Elm Street
47th Floor
Dallas, Texas 75201
Item 2(a). Name of Person Filing:
Salomon Inc
Item 2(b). Address or Principal Office or, if none, Residence:
Seven World Trade Center
New York, New York 10048
Item 2(c). Citizenship or Place of Organization:
Delaware
Item 2(d). Title of Class of Securities:
6 1/4% Convertible Preferred Stock, $0.01 par value
(the "Preferred Stock")
Item 2(e). CUSIP Number:
33743H204
Item 3. If this statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15
of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act;
(d) [ ] Investment Company registered under Section 8
of the Investment Company Act;
(e) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940;
Page 3
of 6 Pages
<PAGE>
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F);
(g) [X] Parent Holding Company, in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
(h) [ ] Group, in accordance with ss. 240.13d-1(b)
(1)(ii)(H).
Item 4. Ownership
(a) Amount Beneficially Owned as of December 31, 1995:
342,400 shares.
(b) Percent of Class: 5.95%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
--
(ii) shared power to vote or to direct the
vote: 342,400
( iii) sole power to dispose or to direct the
disposition of: --
(iv) shared power to dispose or to direct the
disposition of: 342,400
As of December 31, 1995, Salomon Brothers Inc
("SBI"), an indirect, wholly owned subsidiary of
Salomon Inc, held directly 342,400 shares of Preferred
Stock, representing 5.95% of the 5,750,000 shares of
Preferred Stock reported to be outstanding in First
USA's Quarterly Report on Form 10-Q for the period
ended September 30, 1995.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof, the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
Salomon Inc is filing this Statement on Schedule 13G
pursuant to Rule 13d-1(b)(1)(ii)(G) under the
Securities Exchange Act of 1934, as amended. See
Exhibit 1.
Page 4
of 6 Pages
<PAGE>
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: February 13, 1996
SALOMON INC
By /s/ Arnold S. Olshin
------------------------------
Name: Arnold S. Olshin
Title: Secretary
Page 5
of 6 Pages
<PAGE>
EXHIBIT 1
---------
Salomon Brothers Inc ("SBI"), a broker-dealer
registered under Section 15 of the Securities Exchange Act of
1934, as amended (the "1934 Act"), is a Delaware corporation that
is a wholly owned subsidiary of Salomon Brothers Holding Company
Inc ("SBHC"), which in turn is a Delaware corporation that is a
wholly owned subsidiary of Salomon Inc. The principal places of
business of SBI and SBHC are located at Seven World Trade Center,
New York, New York 10048. Salomon Inc is filing this Statement on
Schedule 13G pursuant to Rule 13d-1(b)(1)(ii)(G) under the 1934
Act as a "parent holding company" of SBI in order to report (x)
the direct beneficial ownership by SBI of the 6 1/4% Convertible
Preferred Stock, $0.01 par value (the "Preferred Stock") of First
USA, Inc. and (y) the indirect beneficial ownership by SBHC and
Salomon Inc of the Preferred Stock beneficially owned by SBI.
Page 6
of 6 Pages
<PAGE>
