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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): June 3, 1997
(June 2, 1997)
FIRST USA, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11-3030 75-2291060
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1601 Elm Street, 47th Floor, Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
214-849-2000
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On June 2, 1997, First USA, Inc. (the "Company") commenced a 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, at $1,155 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. First USA expects the settlement date to be as soon as
practicable after the expiration of the tender offer. The settlement date will
be the same for all Capital Securities purchased in the tender offer, including
Capital Securities delivered pursuant to the guaranteed delivery procedures.
First USA's pending offer to exchange up to $200 million aggregate
liquidation amount of the Trust's 9.33% Series B Capital Securities, which have
been registered under the Securities Act of 1933, as amended, for a like
liquidation amount of the 9.33% Series A Capital Securities issued by the Trust
in December 1996 will continue in effect. The exchange offer and withdrawal
rights will expire at 9:00 a.m. (EDT), on June 19, 1997, unless extended.
The tender offer is subject to completion of the previously announced
merger of First USA and BANC ONE CORPORATION ("BANC 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.
The press release issued on June 2, 1997 by the Company with respect to
the tender offer is attached as an exhibit hereto and incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 99.1 Press Release dated June 2, 1997.
2
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SIGNATURE
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 hereunto duly authorized.
Date: June 3, 1997
FIRST USA, INC.
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(Registrant)
By: /s/ Peter W. Atwater
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Name: Peter W. Atwater
Title: Executive Vice President and
Treasurer
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EXHIBIT INDEX
Exhibit
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Exhibit 99.1 Press Release dated June 2, 1997.
4
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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 COMMENCES TENDER OFFER FOR 9.33% SERIES A CAPITAL
SECURITIES AND 9.33% SERIES B CAPITAL SECURITIES OF
FIRST USA CAPITAL TRUST I
NEW YORK, NY--(June 2, 1997)--First USA, Inc. (NYSE:FUS) announced today
that it had commenced a 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, at $1,155 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.
All Capital Securities tendered in the tender offer and not withdrawn will
be purchased upon the terms and subject to the conditions of the tender offer.
Holders of Capital Securities who elect to tender their securities should follow
the procedures for tendering described in the Offer to Purchase dated June 2,
1997, that will be sent to them.
-more-
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First USA, Inc.
Page 2
First USA's pending offer to exchange up to $200 million aggregate
liquidation amount of the Trust's 9.33% Series B Capital Securities, which have
been registered under the Securities Act of 1933, as amended, for a like
liquidation amount of the 9.33% Series A Capital Securities issued by the Trust
in December 1996 will continue in effect. The exchange offer and withdrawal
rights will expire at 9:00 a.m. (EDT), on June 19, 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.
Merrill Lynch & Co. (888-654-8637-toll free) is the Dealer Manager for the
tender offer. Georgeson & Company Inc. is the Information Agent
(800-233-2064-toll free).
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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