First USA Paymentech files registration statement in connection with primary and secondary offerings.

DALLAS--(BUSINESS WIRE)--Nov. 8, 1996--First USA Paymentech, Inc. (NYSE:PTI) announced that it has filed a registration statement today with the Securities and Exchange Commission for separate underwritten public offerings of 2.8 million primary and 4.0 million secondary shares of common stock.

The 2.8 million primary shares are being issued and sold by Paymentech, and the 4.0 million secondary shares are being sold by First USA, Inc. (NYSE:FUS), which currently owns approximately 77 percent of the outstanding common stock of Paymentech. Following consummation of the offerings, First USA expects to own approximately 59 percent of the common stock of Paymentech (or approximately 57 percent, if the underwriters' over-allotment options are exercised in full).

At an assumed offering price of $37.00 per share of Paymentech common stock (the Nov. 7, 1996, NYSE closing price), the net proceeds to be received by Paymentech would be approximately $98.4 million (approximately $113.3 million if the underwriters' over-allotment options are fully exercised), and the net proceeds to be received by First USA would be approximately $141.3 million (approximately $162.5 million if the underwriters' over-allotment options are fully exercised).

Paymentech will use its net proceeds from the offerings for general corporate purposes, including repayment of indebtedness. Paymentech will not receive any proceeds from the sale of shares by First USA. First USA intends to use the proceeds of the sale of its Paymentech shares for general corporate purposes, including marketing and expanding the core credit card business with other financial products.

In the United States and Canada, Merrill Lynch & Co. will act as the lead manager of the offerings. Outside the United States and Canada, Merrill Lynch International Limited will act as the lead international manager. Paymentech and First USA intend to grant the United States and international underwriters 30-day options to purchase up to an aggregate of 1,020,000 additional shares of common stock to cover over-allotments, if any.

First USA Paymentech, Inc., founded in 1985, provides full-service electronic payment solutions, processing 264 million total transactions in the September 1996 quarter. As the third largest processor of bankcard transactions in the United States, Paymentech processed $33.9 billion in bankcard sales volume during the last four quarters. Paymentech also issues commercial card products to businesses and other entities, and provides commercial card payment and information processing.

A registrations statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

Copies of the registration statement (which includes the form of a preliminary prospectus) may be obtained from the public reference room of the Securities and Exchange Commission, 450 Fifth St. N.W., Washington, D.C. 20549.

This news release shall not constitute an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

CONTACT: Investors: Jean Krone Bono, CFA,

Paymentech, 214/849-3750;

or

George A. McCane, First USA, 214/849-3737;

Media: David C. Webster, First USA, 214/849-3755