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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(AMENDMENT NO. 1)
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ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
FIRST USA, INC.
AND
FIRST USA CAPITAL TRUST I
(NAME OF ISSUER)
FIRST USA, INC.
AND
FIRST USA CAPITAL TRUST I
(NAME OF PERSON(S) FILING STATEMENT)
9.33% SERIES A CAPITAL SECURITIES
AND
9.33% SERIES B CAPITAL SECURITIES
(TITLE OF CLASS OF SECURITIES)
33735F AA 7, 33735F AB 5 AND
33735F AC 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
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PHILIP E. TAKEN, ESQ. PETER ATWATER
GENERAL COUNSEL AND SENIOR VICE PRESIDENT ADMINISTRATIVE TRUSTEE
FIRST USA, INC. FIRST USA CAPITAL TRUST I
1601 ELM STREET 1601 ELM STREET
DALLAS, TEXAS 75201 DALLAS, TEXAS 75201
(214) 849-3738 (214) 849-3738
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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Copy to:
RANDALL H. DOUD
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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JUNE 2, 1997
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee*
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$244,503,333.33 $48,900.67
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* In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as
amended, the filing fee is determined by multiplying the transaction valuation
by one-fiftieth of one percent. Payment of the filing fee due in connection
with this Issuer Tender Offer Statement has been offset by amounts previously
paid by First USA, Inc. as discussed below and by $700 previously paid.
Accordingly, no additional fee is payable at this time.
/x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number or the form
or schedule and the date of its filing.
Amount Previously Paid: $48,200.77 Filing Party: First USA, Inc. and
Form or Registration No.: Schedule 13E-4 First USA Capital Trust I
Date Filed: June 2, 1997
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INTRODUCTION
This Amendment No. 1 amends the Issuer Tender Offer Statement on Schedule
13E-4 filed on June 2, 1997 relating to the offer by First USA, Inc. a Delaware
corporation ('First USA'), to purchase for cash any and all of the 9.33% Series
A Capital Securities (the 'Series A Capital Securities') issued and any and all
of the 9.33% Series B Capital Securities (together with the Series A Capital
Securities, the 'Securities') to be issued by First USA Capital Trust I, a
Delaware business trust, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated June 2, 1997 (the 'Offer to Purchase'), as
amended and supplemented by the Supplement thereto, dated June 16, 1997 (the
'Supplement'), and in the related Letter of Transmittal (which together
constitute the 'Offer').
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended and supplemented by the following:
(b) The information contained in 'INTRODUCTION' of the Supplement is
incorporated herein by reference.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 2 is hereby amended and supplemented by the following:
(a)-(b) The information set forth in 'Source and Amount of Funds' of the
Supplement is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by the following:
(a)(7) Supplement dated June 16, 1997.
(a)(8) Press Release dated June 16, 1997.
i
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, THE
UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE,
COMPLETE AND CORRECT.
FIRST USA, INC.
By: /s/ Peter W. Atwater
Name: Peter W. Atwater
Title: Executive Vice President and
Treasurer
Dated: June 16, 1997
ii
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, THE
UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE,
COMPLETE AND CORRECT.
FIRST USA CAPITAL TRUST I
By: /s/ PETER W. ATWATER
Name: Peter W. Atwater
Title: Administrative Trustee
Dated: June 16, 1997
iii
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(a)(7) -- Supplement dated June 16, 1997.
(a)(8) -- Press Release dated June 16, 1997.
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SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH DATED JUNE 2, 1997
FIRST USA, INC.
HAS INCREASED THE PRICE OF ITS
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING
9.33% SERIES A CAPITAL SECURITIES
AND
9.33% SERIES B CAPITAL SECURITIES
OF
FIRST USA CAPITAL TRUST I
TO
$1,172.50 PER $1,000 LIQUIDATION AMOUNT
(PLUS ACCUMULATED AND UNPAID DISTRIBUTIONS UP TO, BUT NOT
INCLUDING, THE SETTLEMENT DATE)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., NEW YORK
CITY TIME, ON MONDAY, JUNE 30, 1997, UNLESS THE OFFER IS EXTENDED.
The following amends and supplements the Offer to Purchase dated June 2,
1997 (the 'Offer to Purchase') of First USA, Inc., a Delaware corporation
('First USA'), pursuant to which First USA is offering to purchase for cash any
and all of the 9.33% Series A Capital Securities (the 'Series A Capital
Securities') issued and any and all of the 9.33% Series B Capital Securities
(the 'Series B Capital Securities' and, together with the Series A Capital
Securities, the 'Securities') to be issued by First USA Capital Trust I, a
Delaware business trust (the 'Trust'). First USA has increased the price to be
paid in the Offer (as defined below) to $1,172.50 per $1,000 liquidation amount
(plus accumulated and unpaid distributions up to, but not including, the
settlement date), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated June 2, 1997 (the 'Offer to Purchase'), this Supplement
and the related Letter of Transmittal (which together constitute the 'Offer').
All Securities tendered in the Offer and not withdrawn will be purchased upon
the terms and subject to the conditions of the Offer.
The Offer is being made in connection with the contemplated merger (the
'Merger') between First USA and BANC ONE CORPORATION, an Ohio corporation ('BANC
ONE'). Upon the terms and subject to conditions of an Agreement and Plan of
Merger, dated as of January 19, 1997 and amended as of April 23, 1997, between
First USA and BANC ONE, First USA will be merged with and into BANC ONE, with
BANC ONE as the surviving corporation. Following the Merger and upon execution
of appropriate documents, BANC ONE, as successor to First USA, will succeed to
First USA's rights as the owner of the common securities (the 'Common
Securities') of the Trust, and to its obligations as guarantor under the
Guarantees (as defined below), as issuer of the Junior Subordinated Debentures
(as defined below), as sponsor of the Trust. BANC ONE will not succeed to First
USA's rights as the owner of the Common Securities, to its obligations as
guarantor under the Guarantees, the issuer of the Junior Subordinated Debentures
and as sponsor of the Trust unless and until the Merger is consummated. The
Offer is conditioned upon the Merger having been consummated. The Merger is
expected to be consummated on or before June 30, 1997 and is not conditioned
upon consummation of the Offer. See Section 6.
All references to First USA in the Offer to Purchase and this Supplement
shall be deemed to include BANC ONE following the Merger.
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THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM AMOUNT OF SECURITIES BEING
TENDERED. THE OFFER IS SUBJECT TO CONSUMMATION OF THE MERGER AND TO CERTAIN
OTHER CONDITIONS. SEE SECTION 6.
NONE OF THE TRUST OR ITS TRUSTEES, FIRST USA OR ITS BOARD OF DIRECTORS OR
BANC ONE OR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY HOLDER AS TO
WHETHER TO TENDER OR REFRAIN FROM TENDERING SECURITIES. EACH HOLDER MUST MAKE
SUCH HOLDER'S OWN DECISION WHETHER TO TENDER SECURITIES AND, IF SO, THE AMOUNT
OF SECURITIES TO TENDER.
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IMPORTANT
Any Holder desiring to tender all or any portion of such Holder's Securities
in the Offer should either (1) complete the Letter of Transmittal or a facsimile
copy thereof in accordance with the instructions in the Letter of Transmittal,
mail or deliver it and any other required documents to The Bank of New York (the
'Depositary') at one of its addresses set forth on the back cover of this
Supplement, and either mail or deliver the certificates for such Securities to
the Depositary along with the Letter of Transmittal or deliver such Securities
pursuant to the procedure for book-entry transfer set forth in Section 3 of the
Offer to Purchase and Section 1 of this Supplement, or (2) request such Holder's
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for such Holder. Holders having Securities registered in the name of
a broker, dealer, commercial bank, trust company or other nominee must contact
such person if they desire to tender their Securities. Holders who wish to
tender Securities in the Offer and whose certificates for such Securities are
not immediately available should tender such Securities by following the
procedures for guaranteed delivery set forth in Section 3 of the Offer to
Purchase.
The Depositary and The Depository Trust Company ('DTC') have confirmed that
the Offer is eligible for the DTC Automated Tender Offer Program ('ATOP').
Accordingly, DTC participants may electronically tender Securities pursuant to
the Offer by causing DTC to transfer Securities to the Depositary in accordance
with DTC's ATOP procedures for transfer. DTC will then send an Agent's Message
(as defined in the Offer to Purchase) to the Depositary. See Section 3 of the
Offer to Purchase.
Questions and requests for assistance or for additional copies of this
Supplement, the Offer to Purchase, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to the Information Agent or the Dealer
Manager at their respective addresses and telephone numbers set forth on the
back cover page.
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The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
June 16, 1997
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To the Holders of 9.33% Series A Capital Securities issued and
9.33% Series B Capital Securities to be issued by First USA Capital Trust I:
INTRODUCTION
The following amends and supplements the Offer to Purchase dated June 2,
1997 (the 'Offer to Purchase') of First USA, Inc., a Delaware corporation
('First USA'), pursuant to which First USA is offering to purchase for cash any
and all of the 9.33% Series A Capital Securities (the 'Series A Capital
Securities') issued and any and all of the 9.33% Series B Capital Securities
(the 'Series B Capital Securities' and, together with the Series A Capital
Securities, the 'Securities') to be issued by First USA Capital Trust I, a
Delaware business trust (the 'Trust'). First USA has increased the price to be
paid in the Offer (as defined below) to $1,172.50 per $1,000 liquidation amount
(plus accumulated and unpaid distributions up to, but not including, the
settlement date), upon the terms and subject to the conditions set forth in the
Offer to Purchase, this Supplement and the related Letter of Transmittal (which
together constitute the 'Offer'). The Offer and withdrawal rights will expire at
9:00 a.m., New York City time, on Monday, June 30, 1997, unless the Offer is
extended. See Sections 6 and 14.
Pursuant to a registration rights agreement dated as of December 20, 1996,
among First USA, the Trust and the initial purchasers named therein, First USA
and the Trust have registered the Series B Capital Securities under the
Securities Act of 1933, as amended, under a Registration Statement (File No.
333-26669) on Form S-4 (the 'Registration Statement') filed with the Securities
and Exchange Commission. Upon the terms and subject to the conditions of the
Prospectus dated May 20, 1997 that constitutes a part of the Registration
Statement and the related Letter of Transmittal (which together constitute the
'Exchange Offer'), the Trust has offered to exchange $200,000,000 aggregate
liquidation amount of Series B Capital Securities for a like liquidation amount
of Series A Capital Securities and First USA has offered to exchange (i) its
guarantee (the 'Series A Guarantee') of payments of cash distributions and
payments on liquidation of the Trust or redemption of the Series A Capital
Securities for a like guarantee (together with the Series A Guarantee, the
'Guarantees') in respect of the Series B Capital Securities and (ii)
$200,000,000 of its 9.33% Series B Junior Subordinated Deferrable Debentures
(the 'Series B Junior Subordinated Debentures') for a like aggregate principal
amount of its 9.33% Series A Junior Subordinated Deferrable Debentures (together
with the Series B Junior Subordinated Debentures, the 'Junior Subordinated
Debentures').
The Exchange Offer is scheduled to expire at 9:00 a.m., New York City time,
on June 19, 1997, unless extended. Accordingly, holders of Securities
('Holders') will be able to exchange their Series A Capital Securities for
Series B Capital Securities in the Exchange Offer and then tender their Series B
Capital Securities in the Offer. However, as the Offer is for any and all Series
A Capital Securities and any and all Series B Capital Securities, Holders who
fail to exchange their Series A Capital Securities for Series B Capital
Securities in the Exchange Offer will still be able to tender their Series A
Capital Securities in the Offer.
This Supplement should be read in conjunction with the Offer to Purchase.
Except as set forth in this Supplement, the terms and conditions previously set
forth in the Offer to Purchase and the Letter of Transmittal mailed with the
Offer to Purchase remain applicable in all respects to the Offer. Terms used but
not defined herein have the meanings set forth in the Offer to Purchase.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM AMOUNT OF SECURITIES BEING
TENDERED. THE OFFER IS SUBJECT TO CONSUMMATION OF THE MERGER AND TO CERTAIN
OTHER CONDITIONS. SEE SECTION 6.
NONE OF THE TRUST OR ITS TRUSTEES, FIRST USA OR ITS BOARD OF DIRECTORS OR
BANC ONE OR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY HOLDER AS TO
WHETHER TO TENDER OR REFRAIN FROM TENDERING SECURITIES. EACH HOLDER MUST MAKE
SUCH HOLDER'S OWN DECISION WHETHER TO TENDER SECURITIES AND, IF SO, THE AMOUNT
OF SECURITIES TO TENDER. HOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION
IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN
DECISION WHETHER TO TENDER, AND, IF SO, THE AMOUNT OF SECURITIES TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
TRUST, FIRST USA OR BANC ONE AS TO WHETHER HOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SECURITIES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
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OFFER OTHER THAN THOSE CONTAINED HEREIN, IN THE OFFER TO PURCHASE OR IN THE
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE TRUST, FIRST USA OR BANC ONE. THE INFORMATION CONTAINED IN
THIS SUPPLEMENT SPEAKS AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFICALLY
INDICATED. INFORMATION CONTAINED IN THIS SUPPLEMENT REGARDING BANC ONE HAS BEEN
FURNISHED BY BANC ONE, AND INFORMATION IN THIS SUPPLEMENT REGARDING FIRST USA
AND THE TRUST HAS BEEN FURNISHED BY FIRST USA.
1. Procedures for Tendering Securities. The discussion set forth in
Section 3 of the Offer to Purchase is hereby amended and supplemented as
follows:
The Letter of Transmittal and Notice of Guaranteed Delivery previously
distributed with the Offer to Purchase must be used to tender Securities.
HOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SECURITIES PURSUANT TO THE
OFFER AND NOT PROPERLY WITHDRAWN SUCH SECURITIES HAVE VALIDLY TENDERED SUCH
SECURITIES FOR PURPOSES OF THE OFFER, AS AMENDED, AND NEED NOT TAKE ANY FURTHER
ACTION IN ORDER TO RECEIVE THE INCREASED PRICE OF $1,172.50 PER $1,000
LIQUIDATION AMOUNT (PLUS ACCUMULATED AND UNPAID DISTRIBUTIONS UP TO, BUT NOT
INCLUDING, THE SETTLEMENT DATE) PURSUANT TO THE OFFER.
2. Acceptance for Payment of Securities and Payment of Offer
Consideration. The discussion set forth in Section 5 of the Offer to Purchase
is hereby amended and supplemented as follows:
Securities accepted for purchase by First USA will be purchased at
$1,172.50 per $1,000 liquidation amount (plus accumulated and unpaid
distributions up to, but not including, the settlement date). First USA expects
the settlement date to be as soon as practicable after the Expiration Date. The
settlement date will be the same for all Securities purchased in the Offer,
including Securities delivered pursuant to the guaranteed delivery procedures.
Except as specifically provided in this Supplement and the Offer to Purchase,
under no circumstances will interest be paid on the Offer consideration,
regardless of any delay in making such payment. Distributions will cease to
accrue on all Securities on the business day prior to the settlement date,
including on Securities delivered pursuant to the guaranteed delivery
procedures.
3. Source and Amount of Funds. The discussion set forth in Section 9 of
the Offer to Purchase is hereby amended and supplemented as follows:
Assuming that all outstanding Securities are purchased pursuant to the
Offer, the total amount of funds required by First USA to consummate the Offer,
and to pay related fees and expenses, is estimated to be approximately $245.1
million.
FIRST USA, INC.
June 16, 1997
2
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Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for
Securities and any other required documents should be sent or delivered by each
Holder or such Holder's broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
THE BANK OF NEW YORK
By Registered or Certified Facsimile By Hand or Overnight
Mail: Transmission: Courier:
The Bank of New York (212) 571-3080 The Bank of New York
101 Barclay Street, 7E 101 Barclay Street
New York, New York 10286 Confirm by Telephone: New York, New York 10286
Attn: Reorganization (212) 815-5789 Attn: Reorganization
Section Section
Shilpa Trivedi Shilpa Trivedi
Any questions or requests for assistance or for additional copies of this
Supplement, the Offer to Purchase, the Letter of Transmittal or the Notice of
Guaranteed Delivery may be directed to the Information Agent at the telephone
numbers and address below. You may also contact the Dealer Manager or your
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer. To confirm your delivery of your Securities, you are
directed to contact the Depositary.
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281-1307
1-888-ML4-TNDR (toll free)
(1-888-654-8637 (toll free))
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First USA, Inc.
1601 Elm St.
Dallas TX 75201
[FIRST USA LOGO]
News Release
Contact:
George McCane
(214) 849-3737
FOR IMMEDIATE RELEASE
FIRST USA INCREASES PRICE OF ITS TENDER OFFER FOR 9.33% SERIES A CAPITAL
SECURITIES AND 9.33% SERIES B CAPITAL SECURITIES OF
FIRST USA CAPITAL TRUST I
DALLAS--June 16, 1997--First USA, Inc. (NYSE:FUS) announced today
that it has increased the price of its tender offer for any and all of the 9.33%
Series A Capital Securities issued and 9.33% Series B Capital Securities to be
issued by First USA Capital Trust I, a Delaware business trust, and guaranteed
by First USA, to $1,172.50 per $1,000 liquidation amount plus accumulated and
unpaid distributions thereon up to, but not including, the settlement date at
the annual rate of 9.33% of the liquidation amount of $1,000 per Capital
Security. The tender offer and withdrawal rights will expire at 9:00 a.m. (EDT),
on Monday, June 30, 1997, unless extended.
The tender offer is subject to completion of the previously announced
merger of First USA and BANC ONE CORPORATION (NYSE:ONE), with BANC ONE
continuing as the surviving corporation. Assuming satisfaction of the conditions
to the merger, including receipt of necessary approvals from BANC ONE's and
First USA's shareholders scheduled for late June 26 and June 27, respectively,
the merger is expected to be completed on or before June 30. The tender offer is
not subject to any minimum tender of Capital Securities.
First USA is a financial services company specializing in the credit card
business and is among the largest providers of Visa and MasterCard services in
the nation. First USA had approximately 16.3 million credit cards issued and
$23.2 billion in total loans outstanding at March 31, 1997. First USA
participates in the payment processing business through its 57% interest in
First USA Paymentech, Inc. (NYSE:PTI).
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