UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 9, 1999
1-2981
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(Commission File Number)
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FIRSTAR CORPORATION
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(Exact name of Registrant as specified in its charter)
WISCONSIN 39-1940778
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(State of incorporation) (I.R.S. Employer
Identification Number)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
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(Address of Registrant's principal executive office)
414-765-4321
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(Registrant's telephone number)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) Previous Independent Public Accountants
Effective March 9, 1999, the Board of Directors of Firstar
Corporation, a Wisconsin corporation (the "Registrant") dismissed Arthur
Andersen LLP ("Arthur Andersen") as its independent public accountants. The
Audit Committee of the Board of Directors of the Registrant approved this
action.
<PAGE>
Arthur Andersen had been engaged to audit the financial statements
of Star Banc Corporation, an Ohio corporation ("Star"), prior to the
consummation of the merger of Star and the Registrant (the "Merger") on
November 20, 1998. In connection with the audits of Star's financial
statements as of December 31, 1997 and 1996 and for the years then ended and
through the period November 20, 1998, there were no disagreements between Star
and Arthur Andersen on any matters of accounting principles or practices,
financial statements disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen, would
have caused it to make a reference to the subject matter of the disagreements
in connection with its reports on financial statements. Arthur Andersen's
reports on Star's financial statements as of December 31, 1997 and 1996
contained no adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principle.
Upon the consummation of the Merger, the Board of Directors of the
Registrant engaged Arthur Andersen as of November 20, 1998 to audit the
Consolidated Balance Sheets as of December 31, 1998 and 1997 and the
Consolidated Statements of Income, Shareholders' Equity and Cash Flows for each
of the three years in the period ended December 31, 1998. During the interim
period between November 20, 1998 and March 9, 1999, there were no disagreements
between the Registrant and Arthur Andersen on any matters of accounting
principles or practices, financial statements disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Arthur
Andersen, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports on financial statements.
The Registrant has provided a copy of this disclosure to Arthur
Andersen in compliance with the provisions of Item 304(a)(3) of Regulation S-K
and has requested a letter from Arthur Andersen addressed to the Securities and
Exchange Commission stating that Arthur Andersen agrees with the statements as
set forth above. A copy of that letter, dated March 11, 1999, is attached as
Exhibit 16.1 to this Current Report on Form 8-K.
(b) New Independent Public Accountants
Effective March 9, 1999, the Registrant engaged the accounting firm
of Pricewaterhouse Coopers LLP as independent public accountants of the
Registrant.
ITEM 5. OTHER MATTERS
On March 9, 1999, the Board of Directors of the Registrant approved both a
three-for-one split in the common stock, par value $.01, of the Registrant
("Firstar Common Stock") and a plan to repurchase five million (pre-split)
shares of Firstar Common Stock. The Board of Directors of the Registrant also
announced that holders of record of Firstar Common Stock on March 31, 1999 will
be paid a regular quarterly dividend of $0.30 per share on April 15, 1999 based
on their pre-split shares of Firstar Common Stock. A copy of the press release
announcing the matters set forth herein and certain other matters is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed herewith:
Exhibit
Number Title
16.1 Letter from Arthur Andersen re: change in certifying accountant.
99.1 Text of press release, March 9, 1999, issued by Registrant.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRSTAR CORPORATION
By: /s/ Jennie P. Carlson
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Name: Jennie P. Carlson
Title: Senior Vice President,
General Counsel
and Secretary
Date: March 9, 1999
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Title
16.1 Letter from Arthur Andersen re: change in certifying accountant.
99.1 Text of press release, dated March 9, 1999, issued by Registrant.
EXHIBIT 16.1
ARTHUR ANDERSEN
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Arthur Andersen LLP
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425 Walnut Street
Cincinnati, OH 45202-3912
513 381 6900
March 11, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read Item 4(a) included in the Form 8-K dated March 9, 1999 of Firstar
Corporation filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
CJC
Copy to:
David M. Moffett, CFO, Firstar Corporation
EXHIBIT 99.1
NEWS RELEASE
FIRSTAR CORPORATION FOR IMMEDIATE RELEASE
CONTACT: Steve Dale (Media)
(414) 765-4455
Joe Messinger (Analysts)
(414) 765-5235
FIRSTAR CORPORATION ANNOUNCES THREE-FOR-ONE STOCK SPLIT AND PLAN TO REPURCHASE
FIVE MILLION SHARES
MILWAUKEE, WI., March 9, 1999. . .The board of directors of Firstar
Corporation (NYSE: FSR) today approved both a three-for-one stock split and a
plan to repurchase five million (pre-split) shares. This announcement was
made by Jerry A. Grundhofer, president and chief executive officer of Firstar
Corporation, following the regularly scheduled board of directors meeting.
Grundhofer commented, "Firstar's three-for-one stock split should make the
price of our stock more accessible and desirable to a broader range of
investors. We anticipate that the stock split will increase the liquidity and
marketability of our stock and increase Firstar's total shareholder base. The
share repurchase authorization gives the corporation flexibility to maintain
our strong capital position and return any excess capital to shareholders.
As a result of the stock split, shareholders of record on March 31, 1999 will
receive an additional two shares of Firstar common stock for each share they
currently own. The payable date for the stock split is April 15, 1999.
Following the stock split, the number of outstanding common shares of Firstar
stock will triple to approximately 655 million shares with the company's stock
price and per share earnings reflecting the expanded number of shares.
Firstar Corporation's last stock split was announced December 10, 1996, when
the company declared a three-for-one split.
Additionally, shareholders of record on March 31, 1999 will be paid a regular
quarterly dividend of $0.30 per common share on April 15, 1999 based on pre-
split shares.
Firstar Corporation anticipates that the repurchases for the stock repurchase
plan will be made periodically throughout the next two years. The common
shares may be repurchased in the open market or in privately negotiated
transactions. The reacquired common shares will be held as treasury shares
for reissue for various corporate purposes, including employee stock option
plans. Firstar Corporation's closing stock price as of March 8, 1999 was
$88.25.
Firstar Corporation is a $38.5 billion bank holding company with approximately
720 full-service banking offices in Ohio, Wisconsin, Kentucky, Illinois,
Indiana, Iowa, Minnesota, Tennessee and Arizona. Firstar offers a full
complement of banking, trust, investment, insurance, securities brokerage and
other financial services. Firstar Corporation is the parent company of
Firstar Finance, a consumer finance company and Firstar Investment Research &
Management Company, LLC (FIRMCO), an investment advisory firm. Visit Firstar
on the web at www.firstar.com. Firstar was founded in 1853.
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