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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
First USA, Inc.
(Name of Issuer)
6 1/4% PRIDES, Mandatory Convertible Preferred
Stock, Par Value $.01 per share
(Title of Class of Securities)
33743H204
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting 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 less than five percent 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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities and 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).
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D.E. Shaw Investments, L.P.
13-3470777
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(2) THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 268,200
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EACH (7) SOLE DISPOSITIVE POWER
REPORTING -0-
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PERSON WITH (8) SHARED DISPOSITIVE POWER
268,200
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
268,200
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.7%
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(12) TYPE OF REPORTING PERSON **
BD, PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
David E. Shaw
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF (5) SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 268,200
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EACH (7) SOLE DISPOSITIVE POWER
REPORTING -0-
- --------------------------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
268,200
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
268,200
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.7%
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(12) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(a). NAME OF ISSUER:
First USA, Inc. (the "Company")
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:
D. E. Shaw Investments, L.P. ("InvLP")
David E. Shaw ("David Shaw")
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
120 West 45th Street, 39th Floor, Tower 45, New York, NY 10036
ITEM 2(c). CITIZENSHIP:
InvLP is a limited partnership organized under the laws of the State of
Delaware.
David E. Shaw is a citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
6 1/4% PRIDES, Mandatory Convertible Preferred Stock, Par Value $.01 per share
(the "Shares")
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) [x] Broker or dealer registered under Section15 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
(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 Rule 13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
see item 7
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
The Schedule 13G initially filed for the month ended September 30, 1995 of
(i) InvLP and (ii) David E. Shaw relating to the Shares issued by the Company
is hereby amended by this Amendment No. 3 to the Schedule 13G as follows:
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
268,200
(b) Percent of class:
4.7% (based on the 5,750,000 Shares outstanding as of December 31,
1996, as indicated in the Company's most recent Form 10Q, dated
February 13, 1997)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
-0-
(ii) shared power to vote or to direct the vote
268,200
(iii) sole power to dispose or to direct the disposition of
-0-
(iv) shared power to dispose or to direct the disposition of
268,200
By virtue of David Shaw's positions as President and sole shareholder of D. E.
Shaw & Co., Inc., the general partner of D. E. Shaw & Co., L.P., the general
partner of InvLP, David Shaw may be deemed to have the shared power to vote or
direct the vote of, and the shared power to dispose or direct the disposition
of, the 268,200 Shares held by InvLP, constituting 4.7% of the outstanding
Shares, and, therefore, David Shaw may be deemed to be the beneficial owner of
such Shares. David Shaw disclaims beneficial ownership of such 268,200 Shares.
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 5
percent of the class of securities, check the following [x]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
No person other than each respective owner and general partner referred to
herein is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds of the sale of, the Shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below D. E. Shaw Investments, L.P. and David E. Shaw certify that, to
the best of their knowledge and belief, the securities referred to above were
acquired in the ordinary course of business, 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 purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. A Power of Attorney, dated January 14, 1997, granted by
David Shaw in favor of Daniel Fishbane, is attached hereto.
March 11, 1997
D. E. SHAW INVESTMENTS, L.P.
By: D. E. SHAW & CO., L.P., as
General Partner
By: David E. Shaw
Managing Director
By: /s/ Daniel Fishbane
Attorney-in-Fact for David E. Shaw
DAVID E. SHAW
/s/ Daniel Fishbane
Attorney-in-Fact for David E. Shaw
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POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF
1934
I, DAVID E. SHAW, hereby make, constitute and appoint each of:
Lou Salkind,
Stu Steckler,
Anne Dinning and
Danny Fishbane,
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name, my
individual capacity and/or my capacity as President of D. E. Shaw & Co., Inc.
(acting for itself or as the general partner of D. E. Shaw & Co., L.P.) all
documents, certificates, instruments, statements, other filings and amendments
to the foregoing (collectively, "documents") determined by such person to be
necessary or appropriate to comply with ownership or control-person reporting
requirements imposed by any United States or non-United States governmental or
regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and
13G required to be filed with the Securities and Exchange Commission; and
delivering, furnishing or filing any such documents with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person's execution and delivery, furnishing or
filing of the applicable document.
This power of attorney shall be valid from the date hereof.
IN WITNESS WHEREOF, I have executed this instrument as of the date set forth
below.
Date: January 14, 1997
DAVID E. SHAW
/s/ David E. Shaw
New York, New York
