SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 25, 1997
(April 25, 1997)
FIRST USA, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-11-3030 75-2291060
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
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)
ITEM 5. OTHER EVENTS
On April 25, 1997, First USA, Inc., a Delaware
corporation ("First USA"), issued a press release
announcing that it has elected to redeem all of the
outstanding shares of its 6 1/4% convertible preferred
stock on and as of May 20, 1997, the first date on which
the convertible preferred stock becomes redeemable at the
option of First USA. The convertible preferred stock is
traded on the New York, Pacific and Chicago stock
exchanges under the symbol "FUSp."
A copy of the press release is attached as an
exhibit hereto and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Press Release, dated April 25, 1997,
issued by First USA, Inc.
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: April 25, 1997
FIRST USA, INC.
---------------------------------
(Registrant)
By: /s/ Philip E. Taken
-------------------------------
Name: Philip E. Taken
Title: Senior Vice President and
General Counsel
EXHIBIT INDEX
Exhibit
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Exhibit 99.1 Press Release, dated April 25, 1997,
issued by First USA, Inc.
First USA, Inc.
1601 Elm Street
Dallas TX 75201
[Logo]
Contacts:
News Release Investor/George A. McCane (214) 849-3737
Media/David C. Webster (214) 849-3755
FOR IMMEDIATE RELEASE
FIRST USA, INC. TO REDEEM
6 1/4% CONVERTIBLE PREFERRED STOCK
Dallas -- April 25, 1997 -- First USA, Inc. (NYSE:FUS) announced
today that it has to elected to redeem all of the outstanding shares of
its 6 1/4% convertible preferred stock on May 20, 1997. The convert-
ible preferred stock is traded on the New York, Pacific and Chicago
stock exchanges under the symbol "FUSp."
Upon redemption, First USA will deliver 1.67 shares of its
common stock in exchange for each of the approximately 5.74 million
outstanding shares of convertible preferred stock. Cash will be paid
in lieu of any fractional shares of common stock that would otherwise
be issuable. The conversion will not result in any dilution to earnings
per share since the convertible preferred stock is treated as if it were
common stock in the calculation of earnings per share.
Holders of shares of convertible preferred stock on the close
of business on May 1, 1997, will be entitled to receive a quarterly
dividend of $.498 per share of convertible preferred stock on
May 20, 1997. Dividends on shares of the convertible preferred stock
will cease to accrue on May 20, 1997.
The shares of common stock issuable upon redemption of the
convertible preferred stock will be issued upon presentation and
surrender of the certificates representing the shares of the convertible
preferred stock to the redemption agent, The Bank of New York, Tender
and Exchange Department, 101 Barclay Street, Receive and Deliver
Window, New York, New York 10286 (if by hand or overnight courier) or
at P.O. Box 11248, Church Street Station, New York, New York 10286-1248
(if by mail). Holders will not be entitled to receive the shares of
common stock issuable upon redemption of their convertible preferred
stock until they have surrendered their convertible preferred stock
certificates to the redemption agent.
The convertible preferred stock will continue to be convertible
into shares of common stock until immediately prior to conversion by
First USA on May 20, 1997, at a rate of 1.67 shares of common stock for
every share of convertible preferred stock, subject to adjustments.
Holders of shares of common stock issued upon conversion of shares of
convertible preferred stock will not be entitled to common stock
dividends declared prior to such conversion. Holders may convert their
shares of convertible preferred stock into common stock by sending
certificates evidencing such shares with a written notice of
conversion and a proper assignment of such certificates to First USA or
in blank to the transfer agent, The Bank of New York, Tender and
Exchange Department, 101 Barclay Street, Receive and Deliver Window, New
York, New York 10286 (if by hand or overnight courier), or at P.O. Box
11248, Church Street Station, New York, New York 10286-1248 (if by mail).
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. On January 20, 1997, First USA and BANC ONE CORPORATION
jointly announced that an agreement had been reached for First USA to
merge with BANC ONE, subject to satisfaction of certain conditions,
including approval by First USA and BANC ONE shareholders and regulatory
approval.
