SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(Amendment No. 2)
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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 the 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)
INTRODUCTION
This Amendment No. 2 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 (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"), 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 8. Security and Issuer.
Item 8 is hereby amended and supplemented by the following:
(e) The Trust's offer to exchange $200,000,000 aggregate liquidation
amount of Series B Capital Securities for a like liquidation amount of
Series A Capital Securities expired at 9:00 a.m., New York City time, on
June 19, 1997. Approximately $118,975,000 aggregate liquidation amount of
the Series A Capital Securities have been accepted for exchange into Series
B Capital Securities.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by the following:
(a)(9) Press Release dated June 19, 1997.
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 19, 1997
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 19, 1997
EXHIBIT INDEX
Exhibit Description
(a)(9) -- Press Release dated June 19, 1997.
FIRST USA
Contact:
David C. Webster
First USA, Inc.
(214) 849-3755
News Release
FOR IMMEDIATE RELEASE
FIRST USA ANNOUNCES COMPLETION
OF CAPITAL SECURITIES EXCHANGE OFFER
DALLAS -- June 19, 1997 -- First USA, Inc. (NYSE: FUS) and First USA
Capital Trust I announced today that they had accepted approximately
$118,975,000 aggregate liquidation amount of the 9.33% Series A Capital
Securities of the Trust for exchange into 9.33% Series B Capital Securities
of the Trust pursuant to their exchange offer, which expired at 9:00 a.m.
(EDT) on Thursday, June 19, 1997. The 9.33% Series B Capital Securities of
the Trust will be delivered promptly.
First USA Capital Trust I is a Delaware statutory business trust
organized by First USA.
First USA's pending tender offer to purchase any and all of the
Trust's outstanding 9.33% Series A Capital Securities and 9.33% Series B
Capital Securities at $1,172.50 per $1,000 liquidation amount will continue
in effect. The tender offer and withdrawal rights will expire at 9:00 a.m.
(EDT) on 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.
First USA (www.firstusa.com) 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.
