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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: January 13, 1999
(Date of earliest event reported)
COMSTOCK BANCORP
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(Exact name as specified in its charter)
Nevada 0-22391 86-0856406
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6275 Neil Road, Reno, Nevada 89511
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 827-7477
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 13, 1999, the Registrant announced that it had signed a
definitive agreement to be acquired by First Security Corporation. The
acquisition of Registrant is expected to be completed in Spring 1999, pending
regulatory and shareholder approval. Terms of the agreement call for the
tax-free exchange of approximately $65 million in First Security Corporation
common stock for all of Registrant's outstanding common shares, including
options and warrants. For additional information, reference is made to the
Registrant's press release dated January 13, 1999 which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 -- Press Release dated January 13, 1999
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SIGNATURES
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.
COMSTOCK BANCORP
By: /s/ Robert N. Barone
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Robert N. Barone
Chairman, CEO and Treasurer
(Principal Accounting and Financial Officer)
Date: January 15, 1999
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EX-99-1
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FOR IMMEDIATE RELEASE Contacts: First Security - Adrian Gostick
January 13, 1999 801-246-5535
Comstock Bank - Robert Barone
775-827-7477
FIRST SECURITY CORPORATION TO ACQUIRE COMSTOCK BANK
SALT LAKE CITY - First Security Corporation (Nasdaq:FSCO)and its First
Security Bank of Nevada subsidiary announced today that they have signed a
definitive agreement to acquire Reno, Nevada-based Comstock Bancorp
(Nasdaq:LODE) and its Comstock Bank subsidiary.
The merger is expected to close in spring 1999, pending regulatory
approval. Terms of the agreement call for the tax-free exchange of approximately
$65 million in First Security common stock for all of Comstock's outstanding
common shares, including options and warrants. This value will stay fixed as
long as First Security's average stock price remains between $18.70 and
$24.05 during the ten consecutive trading days preceding the closing date. If
the average First Security stock price is above or below these levels during
the actual measuring period, the total value of the transaction may be higher
or lower than $65 million to the Comstock shareholders.
"First Security is extremely pleased to expand in northern Nevada with this
outstanding bank," said Dave Smith, president and chief executive officer of
First Security Bank of Nevada. "Comstock Bank has developed a distinguished
reputation serving norhtern Nevada businesses and consumers since 1981. The
bank is very well capitalized and profitable and makes an excellent strategic
fit."
With about $225 million in assets, Comstock operates five branches in Reno.
Sparks and Carson City and lending centers in Reno and Carson City.
"The pace of change in the financial services industry has continued to
accelerate," said Robert Barone, chairman and chief executive officer of
Comstock Bank. "While we have modernized our technology platform over the past
three years, we have found that, as a small community bank competing with
global financial services organizations, we simply do not have the resources
to keep pace.
"As a result, while our profitability remains excellent, we decided to
seek a partner that is financially sound and community oriented, has a complete
array of products and services and has an orientation toward the West. We found
that partner in First Security, a company in which many of the senior managers
began as we did, as community bankers, and who continue to hold community
banking values."
First Security Bank of Nevada, which operates 14 branches in southern
Nevada, announced the acquisition of Stateline, Nevada-based Nevada Banking
Company (XEON Financial Corporation) on Dec. 30, 1998.
First Security Bank of Nevada is a wholly owned subsidiary of First
Security Corporation, the nation's oldest multistate bank holding company.
For more information, visit www.firstsecuritybank.com
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