<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1998.
REGISTRATION NO. ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------
FIRSTAR CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1940778
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Address, including zip code, of registrant's principal executive offices)
---------------------------------
FIRSTAR CORPORATION THRIFT AND SHARING PLAN
(Full title of plan)
---------------------------------
Jennie P. Carlson, Esq.
Senior Vice President,
General Counsel and Secretary
Firstar Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 765-4321
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of Amount to be Proposed Proposed Amount of
securities to be registered(1) maximum maximum registration fee
registered offering price aggregate
per unit (2) offering price(2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 shares $73.625 $14,725,000 $4,094
$.01 par value(3)
================================================================================================================================
</TABLE>
<PAGE> 2
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Act and based on the average of the
high and low prices of the Common Stock of Firstar Corporation as
reported on the New York Stock Exchange on December 15, 1998.
(3) Includes preferred stock purchase rights. Prior to the occurrence of
certain events, the preferred stock purchase rights will not be
evidenced separately from the Common Stock.
================================================================================
INTRODUCTORY STATEMENT
Firstar Corporation (formerly named Firstar (WI) Corporation) (the
"Registrant") is filing this Registration Statement on Form S-8 to register
shares of its common stock, $.01 par value ("Firstar Common Stock"), issuable in
connection with the Firstar Corporation Thrift and Sharing Plan (the "Plan").
On November 20, 1998, pursuant to an Amended and Restated Agreement and
Plan of Reorganization (the "Merger Agreement") dated as of September 17, 1998,
as amended, among Firstar Corporation ("Old Firstar"), the Registrant (formerly
a wholly-owned subsidiary of Old Firstar), Firstar Merger Corporation, formerly
a wholly-owned subsidiary of the Registrant ("Merger Sub"), and Star Banc
Corporation ("Star"), among other things: (a) Merger Sub was merged into Old
Firstar, (b) each outstanding share of the common stock of Old Firstar, other
than shares held directly or indirectly by Old Firstar, was converted into the
right to receive 0.76 share of Firstar Common Stock, (c) Star was merged into
Old Firstar, (d) each outstanding share of the common stock of Star, other than
dissenting shares and shares held directly or indirectly by Star, was converted
into the right to receive one share of Firstar Common Stock, (e) Old Firstar was
renamed "Firstar Holdings Corporation" and became a wholly-owned subsidiary of
the Registrant, (f) the Registrant was renamed "Firstar Corporation" and (g) the
Registrant assumed Old Firstar's obligations under the Plan and may issue shares
of Firstar Common Stock pursuant to the terms of the Plan.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below filed by the Registrant and its predecessor,
Old Firstar, pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") are incorporated by reference into and made a part of this registration
statement. In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such documents.
(a) Old Firstar's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) All other reports filed by Old Firstar and the Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act since
January 1, 1998;
(c) The Joint Proxy Statement-Prospectus dated September 23, 1998
filed by the Registrant as part of its Registration Statement
on Form S-4, No. 333-64099, under the Securities Act of 1933
(which includes or incorporates by reference pro forma
financial statements relating to the merger of Old Firstar and
Star and historical financial statements of Star);
(d) The description of the Registrant's Common Stock contained in
its report on Form 8-K dated November 20, 1998, including any
amendment or report filed for the purpose of updating such
description; and
(e) The description of the Registrant's Preferred Stock Purchase
Rights included in its Registration Statement on Form 8-A
dated December 1, 1998.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Firstar Common Stock offered hereby has been passed
upon for the Registrant by Jennie P. Carlson, Esq., Senior Vice President,
General Counsel and Secretary of the Registrant. Ms. Carlson beneficially owns
18,627 shares of the Common Stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the provisions of Sections 180.0850 through 180.0859,
inclusive, of the Wisconsin Business Corporation Law, directors and officers are
entitled to mandatory indemnification from the Registrant against certain
liabilities and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding; and (ii) in proceedings in which the
director or officer is not successful in defense thereof, unless it is
determined that the director or officer breached or failed to perform his or her
duties to the Registrant and such breach or failure constituted: (a) a willful
failure to deal fairly with the Registrant or its shareholders in connection
with a matter in which the director or officer had a material conflict of
interest; (b) a violation of the criminal law unless the director or officer had
reasonable cause to believe his or her conduct was lawful or had
II-1
<PAGE> 4
no reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper personal
profit; or (d) willful misconduct. Additionally, under Section 180.0828 of the
Wisconsin Business Corporation Law, directors of the Registrant are not subject
to personal liability to the Registrant, its shareholders or any person
asserting rights on behalf thereof for certain breaches or failures to perform
any duty resulting solely from their status as directors, except in
circumstances paralleling those outlined above.
The Registrant's By-Laws contain similar indemnification provisions as
to its directors and officers.
Expenses for the defense of any action for which indemnification may be
available may be advanced by the Registrant under certain circumstances.
The Registrant intends to maintain a liability insurance policy for
officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement.
Exhibit No.
-----------
5.1 Opinion of Counsel
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
The Registrant undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the Plan.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
*(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate
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<PAGE> 5
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
*(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
*(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
- ------------------
* Paragraph references correspond to those of Item 512 of Regulation S-K.
II-3
<PAGE> 6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milwaukee, State of Wisconsin as of the 17th day
of December, 1998.
FIRSTAR CORPORATION
By: /s/ Jerry A. Grundhofer
-------------------------------------
Jerry A. Grundhofer
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 17th day of December, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Roger L. Fitzsimonds* Chairman of the Board
- --------------------------------------------
Roger L. Fitzsimonds
/s/ Jerry A. Grundhofer Director, President and Chief
- -------------------------------------------- Executive Officer (principal executive officer)
Jerry A. Grundhofer
/s/ David M. Moffett Executive Vice President and Chief
- -------------------------------------------- Financial Officer (principal financial officer)
David M. Moffett
/s/ James D. Hogan Senior Vice President and Corporate
- -------------------------------------------- Controller (principal accounting officer)
James D. Hogan
/s/ Paul M. Baker* Director
- --------------------------------------------
Paul M. Baker
/s/ Michael E. Batten* Director
- --------------------------------------------
Michael E. Batten
/s/ James R. Bridgeland, Jr.* Director
- --------------------------------------------
James R. Bridgeland, Jr.
/s/ Laurance L. Browning, Jr.* Director
- --------------------------------------------
Laurance L. Browning, Jr.
</TABLE>
II-4
<PAGE> 7
<TABLE>
<S> <C>
/s/ Robert C. Buchanan* Director
- --------------------------------------------
Robert C. Buchanan
/s/ Victoria B. Buyniski* Director
- --------------------------------------------
Victoria B. Buyniski
/s/ Samuel M. Cassidy* Director
- --------------------------------------------
Samuel M. Cassidy
/s/ George M. Chester, Jr.* Director
- --------------------------------------------
George M. Chester, Jr.
/s/ V. Anderson Coombe* Director
- --------------------------------------------
V. Anderson Coombe
/s/ John C. Dannemiller* Director
- --------------------------------------------
John C. Dannemiller
/s/ James L. Forbes* Director
- --------------------------------------------
James L. Forbes
/s/ David B. Gavin* Director
- --------------------------------------------
David B. Gavin
/s/ J.P. Hayden, Jr.* Director
- --------------------------------------------
J. P. Hayden, Jr.
/s/ Joe Hladky* Director
- --------------------------------------------
Joe Hladky
/s/ Roger L. Howe* Director
- --------------------------------------------
Roger L. Howe
/s/ Thomas J. Klinedinst, Jr.* Director
- --------------------------------------------
Thomas J. Klinedinst, Jr.
/s/ William H. Lacy* Director
- --------------------------------------------
William H. Lacy
/s/ Sheldon B. Lubar* Director
- --------------------------------------------
Sheldon B. Lubar
</TABLE>
II-5
<PAGE> 8
<TABLE>
<S> <C>
/s/ Kenneth P. Manning* Director
- --------------------------------------------
Kenneth P. Manning
/s/ Daniel F. McKeithan, Jr.* Director
- --------------------------------------------
Daniel F. McKeithan, Jr.
/s/ Charles S. Mechem, Jr.* Director
- --------------------------------------------
Charles S. Mechem, Jr.
Director
- --------------------------------------------
Daniel J. Meyer
/s/ David B. O'Maley* Director
- --------------------------------------------
David B. O'Maley
/s/ Robert J. O'Toole* Director
- --------------------------------------------
Robert J. O'Toole
/s/ O'dell M. Owens, M.D.* Director
- --------------------------------------------
O'dell M. Owens, M.D.
/s/ Thomas E. Petry* Director
- --------------------------------------------
Thomas E. Petry
/s/ Judith D. Pyle* Director
- --------------------------------------------
Judith D. Pyle
/s/ John J. Stollenwerk* Director
- --------------------------------------------
John J. Stollenwerk
/s/ Oliver W. Waddell* Director
- --------------------------------------------
Oliver W. Waddell
/s/ William Wadsworth Wirtz* Director
- --------------------------------------------
William Wadsworth Wirtz
*Pursuant to Power of Attorney
/s/ Jennie P. Carlson
- --------------------------------------------
Jennie P. Carlson, Attorney-in-Fact
</TABLE>
II-6
<PAGE> 9
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee, State of
Wisconsin, as of the 17th day of December 1998.
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
By: /s/ Thomas W. Scheper
----------------------------------
Name: Thomas W. Scheper
Title: Senior Vice President
II-7
<PAGE> 1
Exhibits 5 and 23.3
Firstar Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
December 17, 1998
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Firstar Corporation
Firstar Corporation Thrift and Sharing Plan
-------------------------------------------
Dear Sir or Madam:
I have acted as counsel for Firstar Corporation, a Wisconsin corporation
(the "Corporation"), in connection with its assumption of obligations under the
Firstar Corporation Thrift and Sharing Plan (the "Plan") as a result of mergers
and a reorganization, completed on November 20, 1998, involving, among others,
the Corporation and Star Banc Corporation. I have examined such documents,
records and matters of law as I deemed necessary for purposes of this opinion
and, based thereupon, am of the opinion that the shares of common stock, $0.01
par value, of the Corporation which may be issued and sold pursuant to the Plan
will be, when issued and sold in accordance with the terms of the Plan, duly
authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by the Corporation with the
Securities and Exchange Commission to effect registration under the Securities
Act of 1933 of the shares to be sold pursuant to the Plan.
Very truly yours,
/s/ Jennie P. Carlson
Jennie P. Carlson
Senior Vice President, General Counsel
and Secretary
<PAGE> 1
Exhibit 23.1
ACCOUNTANT'S CONSENT
The Board of Directors
Firstar Corporation:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Firstar Corporation of our report dated January 14, 1998, with
respect to the consolidated balance sheets of Firstar Corporation and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1997, which report appears in the
December 31, 1997, annual report on Form 10-K of Firstar Corporation.
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
December 16, 1998
<PAGE> 1
Exhibit 23.2
Consent Of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 12, 1998
incorporated by reference in Star Banc Corporation's Form 10-K for the year
ended December 31, 1997.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
December 17, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of Firstar Corporation, formerly Firstar (WI)
Corporation (the "Corporation"), hereby appoint Howard H. Hopwood, III and
Jennie P. Carlson or either of them, with full power of substitution, our true
and lawful attorneys and agents, to do any and all acts and things in our names
and on our behalf as directors of the Corporation which said attorneys and
agents, or either of them, may deem necessary or advisable to enable the Company
to comply with the Securities Act of 1933, as amended, and the rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing of Registration Statements on Form S-8 relating to
shares of the Corporation's common stock issuable under employee benefit plans
assumed or continued by the Corporation as a result of the merger of Firstar
Corporation and Star Banc Corporation, including, but not limited to, Firstar
Corporation's Thrift and Sharing Plan and Star Banc Corporation's Thrift Savings
(401(k)) Plan, 1986 Stock Incentive Plan, 1991 Amended and Restated Stock
Incentive Plan, 1993 Stock Option Plan for Employees, 1996 Starshare Stock
Incentive Plan for Employees and 1996 Stock Incentive Plan. The acts which said
attorneys and agents may do for us shall include, without limitation, signing
for us, or any of us, in our names as directors of the Company, such
Registration Statements and any and all amendments thereto. We hereby ratify and
confirm all that said attorneys and agents, or either of them, shall do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the rules and regulations thereunder, this Power of Attorney has been signed
below by the following persons in the capacities indicated as of the 20th day of
November, 1998.
Signature Title
- --------- -----
/s/ Paul M. Baker Director
- -------------------------------------------------
Paul M. Baker
/s/ Michael E. Batten Director
- -------------------------------------------------
Michael E. Batten
/s/ James R. Bridgeland, Jr. Director
- -------------------------------------------------
James R. Bridgeland, Jr.
/s/ Laurance L. Browning, Jr. Director
- -------------------------------------------------
Laurance L. Browning, Jr.
/s/ Robert C. Buchanan Director
- -------------------------------------------------
Robert C. Buchanan
/s/ Victoria B. Buyniski Director
- -------------------------------------------------
Victoria B. Buyniski
/s/ Samuel M. Cassidy Director
- -------------------------------------------------
Samuel M. Cassidy
<PAGE> 2
/s/ George M. Chester, Jr. Director
- -------------------------------------------------
George M. Chester, Jr.
/s/ V. Anderson Coombe Director
- -------------------------------------------------
V. Anderson Coombe
/s/ John C. Dannemiller Director
- -------------------------------------------------
John C. Dannemiller
/s/ Roger L. Fitzsimonds Director
- -------------------------------------------------
Roger L. Fitzsimonds
/s/ James L. Forbes Director
- -------------------------------------------------
James L. Forbes
/s/ David B. Gavin Director
- -------------------------------------------------
David B. Gavin
/s/ Jerry A. Grundhofer Director
- -------------------------------------------------
Jerry A. Grundhofer
/s/ J.P. Hayden, Jr. Director
- -------------------------------------------------
J. P. Hayden, Jr.
/s/ Joe Hladky Director
- -------------------------------------------------
Joe Hladky
/s/ Roger L. Howe Director
- -------------------------------------------------
Roger L. Howe
/s/ Thomas J. Klinedinst, Jr. Director
- -------------------------------------------------
Thomas J. Klinedinst, Jr.
/s/ William H. Lacy Director
- -------------------------------------------------
William H. Lacy
/s/ Sheldon B. Lubar Director
- -------------------------------------------------
Sheldon B. Lubar
/s/ Kenneth P. Manning Director
- -------------------------------------------------
Kenneth P. Manning
<PAGE> 3
/s/ Daniel F. McKeithan,Jr. Director
- -------------------------------------------------
Daniel F. McKeithan, Jr.
/s/ Charles S. Mechem, Jr. Director
- -------------------------------------------------
Charles S. Mechem, Jr.
Director
- -------------------------------------------------
Daniel J. Meyer
/s/ David B. O'Maley Director
- -------------------------------------------------
David B. O'Maley
/s/ Robert J. O'Toole Director
- -------------------------------------------------
Robert J. O'Toole
/s/ O'dell M. Owens, M.D. Director
- -------------------------------------------------
O'dell M. Owens, M.D.
/s/ Thomas E. Petry Director
- -------------------------------------------------
Thomas E. Petry
/s/ Judith D. Pyle Director
- -------------------------------------------------
Judith D. Pyle
/s/ John J. Stollenwerk Director
- -------------------------------------------------
John J. Stollenwerk
/s/ Oliver W. Waddell Director
- -------------------------------------------------
Oliver W. Waddell
/s/ William Wadsworth Wirtz Director
- -------------------------------------------------
William Wadsworth Wirtz
