First USA files for secondary offering; company will not issue shares or receive proceeds.

DALLAS--(BUSINESS WIRE)--March 15, 1995--First USA, Inc. (NYSE: FUS) announced that it has filed a registration statement today with the Securities and Exchange Commission for a public offering of 8,000,000 shares of common stock.

The shares will be offered by certain existing institutional stockholders, including Merrill Lynch Capital Partners, Inc. (MLCP, Inc.) and Merrill Lynch & Co., Inc. (ML & Co., Inc.), who participated in the acquisition of the company in 1989. The reduction of ownership by MLCP, Inc. and ML & Co., Inc. is consistent with the original plans by those stockholders to exit their investments in First USA within four to seven years of their initial investments in 1989.

First USA will not issue shares nor will the company receive any of the proceeds from the sale of common shares by the selling stockholders.

The registration statement indicates that 6,400,000 shares will be offered within the United States and Canada and 1,600,000 will be offered concurrently outside the United States and Canada. Certain selling stockholders will severally grant the U.S. underwriters and the international managers 30-day options to purchase up to 960,000 and 240,000 additional shares of common stock, respectively, to cover over-allotments.

In the United States and Canada, Merrill Lynch & Co. is acting as lead manager, and Bear, Stearns & Co. Inc., Alex. Brown & Sons Incorporated, Goldman, Sachs & Co., Salomon Brothers Inc and Smith Barney Inc. are acting as co-managers of the offering.

Outside of the United States and Canada, Merrill Lynch International Limited is acting as lead manager, and Bear, Stearns International Limited, Alex. Brown & Sons International, Goldman Sachs International, Salomon Brothers International Limited and Smith Barney Inc. are acting as co-managers of the offering.

At the time of the initial public offering of First USA in 1992, MLCP, Inc. and ML & Co., Inc. owned 59.9 percent of First USA's then outstanding voting common stock. This ownership has subsequently been reduced to 16.9 percent through the sale of common stock in previous offerings and in other sales and distributions. The offerings would further reduce MLCP, Inc.'s and ML & Co., Inc.'s combined ownership to approximately 4.3 percent of the common stock (2.4 percent if the over-allotment options are exercised in full).

A registration 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. 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. 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.

First USA, Inc. 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, Inc.'s two principal operating units are First USA Bank and First USA Merchant Services, Inc. First USA Bank provides Visa and MasterCard services nationwide and had more than 8.7 million credit cards issued at Dec. 31, 1994. First USA Merchant Services, Inc. processed $19.4 billion in credit card sales during the 1994 calendar year.

CONTACT: First USA Inc., Dallas

George A. McCane, 214/746-8547