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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 2, 1998
B. F. SAUL REAL ESTATE INVESTMENT TRUST
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(Exact name of registrant as specified in its charter)
Maryland 1-7184 52-6053341
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8401 Connecticut Avenue, Chevy Chase, Maryland 20815
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 986-6000
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On September 2, 1998, Chevy Chase Bank, F.S.B., a federally chartered
stock savings bank (the "Bank"), executed a Purchase and Sale Agreement with
First USA Bank, N.A., a nationally chartered banking association ("FUSA"),
pursuant to which the Bank will sell its credit card portfolio and related
operations to FUSA. The B.F. Saul Real Estate Investment Trust (the "Trust")
owns 80% of the outstanding common stock of the Bank and consolidates the Bank's
financial statements with those of the Trust. The Bank's credit card portfolio
to be purchased by FUSA includes approximately $4.9 billion in managed credit
card loans and 3.1 million Visa and Mastercard credit card accounts. In
addition, the Bank's approximately 1,300 credit card employees will be offered
employment by FUSA. The Bank will receive cash from the sale that exceeds, by a
specified amount, the net book value of the assets and liabilities being
transferred. Consummation of the transaction is subject to several conditions,
including the receipt of required regulatory approvals from the Office of Thrift
Supervision, and is scheduled to close in late September or early October 1998.
Item 7. Exhibits.
Exhibit 99 Press Release dated September 3, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
B. F. SAUL REAL ESTATE INVESTMENT TRUST
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(Registrant)
Date: September 9, 1998 Stephen R. Halpin, Jr.
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Vice President and Chief Financial Officer
Date: September 9, 1998 Ross E. Heasley
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Vice President and Principal Accounting Officer
FIRST USA
News Release
FOR IMMEDIATE RELEASE
FIRST USA PURCHASES $4.9 BILLION CREDIT CARD OPERATION,
SIGNS AGENT BANK AGREEMENT WITH CHEVY CHASE BANK
Wilmington, Del. -- September 3, 1998 -- First USA, a BANC ONE
CORPORATION (NYSE:ONE) company, announced today it has purchased the credit card
operation of Chevy Chase Bank, FSB.
The portfolio includes $4.9 billion in managed credit card loans and 3.1
million Visa and MasterCard credit card accounts.
In connection with the transaction, 1,300 Chevy Chase Bank credit card
employees and the company's credit card facilities in Frederick, Md. will become
part of First USA. In addition, First USA and Chevy Chase Bank have entered into
an agent bank agreement in which First USA will offer its credit card products
to Chevy Chase customers under the Chevy Chase Bank name.
First USA also will assume responsibility for Chevy Chase Bank's
partnership programs, including Giant Foodstores, the National Association of
Female Executives, the Rolling Stones, Black Entertainment Television (BET),
and The National Zoo.
"This portfolio purchase is consistent with our strategic plan to
capitalize on consolidation in the credit card industry," jointly commented
Richard W. Vague, chairman and chief executive officer, and Randy L.
Christofferson, president. "In today's highly competitive credit card
environment, many issuers are finding it difficult to consistently maintain the
level of financial commitment to marketing and technology that is required for
long-term success. The structure of this transaction enables Chevy Chase Bank to
sell its credit card operation yet maintain a strong credit card marketing
presence among its customers and in its local markets. We are pleased to acquire
the Chevy Chase Bank portfolio, and we look forward to applying First USA's
marketing and account management skills to this important customer base."
Vague and Christofferson said First USA continues to emphasize direct
marketing as its primary source of growth but regularly considers opportunities
for portfolio acquisition as market conditions allow.
Vague and Christofferson said First USA intends to retain Chevy Chase
Bank's employees and facilities, which are situated in a dedicated 49-acre
office park.
First USA (www.firstusa.com), a subsidiary of BANC ONE CORPORATION, is a
financial services company specializing in the credit card business and is among
the largest providers of Visa and MasterCard credit cards in the nation. First
USA has approximately 43 million credit cards issued and $41.6 billion in
managed credit card loans.
