Filed Pursuant to Rule 424(b)(3)
File No. 333-79981
PRICING SUPPLEMENT NO.1 DATED JULY 28, 1999
To Prospectus Supplement dated July 19, 1999
To Prospectus dated June 23, 1999
FIRSTAR CORPORATION
MEDIUM-TERM NOTES, SERIES A
(FLOATING RATE)
PRINCIPAL AMOUNT: CUSIP No.: 33763M AA 7 FORM:
$150,000,000 [X] Book-Entry
[ ] Certificated
DESIGNATION: Floating Rate Notes Due 2001
BASE RATE(S): ORIGINAL ISSUE STATED MATURITY
[ ] CD Rate DATE/SETTLEMENT DATE: DATE: August 3, 2001
[ ] Commercial Paper Rate August 4, 1999
[ ] Federal Funds Rate
[X] LIBOR
[ ] Treasury Rate
[ ] Prime Rate
[ ] CMT Rate
[ ] Eleventh District
Cost of Funds Rate
[ ] Other (as set forth on
an Addendum hereto)
IF LIBOR:
[ ] LIBOR Reuters
[X] LIBOR Telerate
INDEX CURRENCY: U.S.dollars
CALCULATION AGENT, IF OTHER
THAN THE TRUSTEE: Firstar Bank,
N.A.
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST RESET PERIOD:
Three (3) months 5.61375% per annum Quarterly
<PAGE>
SPREAD MINIMUM INTEREST RATE: INTEREST RESET DATE(S):
(PLUS OR MINUS): Plus 25 Not applicable February 3, May 3,
basis points (.25%) August 3 and November 3
of each year,commencing
November 3, 1999
SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: INTEREST PAYMENT DATE(S):
Not applicable Not applicable February 3, May 3,
August 3 and November 3
of each year,commencing
November 3, 1999
OPTIONAL REDEMPTION:
[X] No
[ ] Yes, at option of Company
Optional Redemption
Date(s):
Optional Redemption
Price(s):
REPAYMENT
[X] No
[ ] Yes, at option of Holder
Optional Repayment
Date:
Optional Repayment
Price:
SPREAD OR SPREAD MULTIPLIER
RESET
[X] No OPTIONAL RESET DATE(S):
[ ] Yes, at option of the Not applicable
Company
INTEREST CATEGORY: DAY COUNT CONVENTION:
[X] Regular Floating Rate [ ] 30/360
Note
[ ] Indexed Note [X] Actual/360
[ ] Original Issue
Discount Note [ ] Actual/Actual
Issue Price: %
SPECIFIED CURRENCY: EXCHANGE RATE AGENT:
[X] U.S. dollars Not applicable
[ ] Other
AUTHORIZED DENOMINATIONS:
[X] $1,000 and integral
multiples thereof
[ ] Other:
ADDENDUM ATTACHED:
[X] Yes
[ ] No
<PAGE>
OTHER/ADDITIONAL PROVISIONS
Not applicable
TYPE OF SALE: IF PRINCIPAL TRANSACTION,
[ ] As Agent REOFFERING AT:
[X] As Principal [ ] Varying Prices
related to Market Prices
at Time of Sale
[X] Fixed Public
Offering Price, as
as Specified below
INITIAL PUBLIC UNDERWRITING DISCOUNT: PROCEEDS TO FIRSTAR,
OFFERING PRICE: BEFORE EXPENSES:
Per Note: 100.0000% 0.09404% 99.90596%
Total: $150,000,000 $141,060 $149,858,940
AGENTS/UNDERWRITERS:
Morgan Stanley Dean Witter Bear, Stearns & Co. Inc. Lehman Brothers
-----------------------------
Each of the above Agents has severally agreed to purchase, as principal,
the respective principal amount of notes set forth opposite its name below:
Principal
Amount of
Name Notes
---- ---------
Morgan Stanley & Co. Incorporated $100,000,000
Bear, Stearns & Co. Inc. 25,000,000
Lehman Brothers Inc. 25,000,000
------------
Total $150,000,000
============
-----------------------------
This Pricing Supplement relates only to the Principal Amount specified
above of Medium-Term Notes, Series A, having the terms specified above.
<PAGE>
THESE SECURITIES ARE UNSECURED UNSUBORDINATED OBLIGATIONS OF FIRSTAR
CORPORATION. THEY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK SUBSIDIARY OF FIRSTAR CORPORATION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
pricing supplement or the accompanying prospectus or prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
<PAGE>
Firstar Corporation
Medium-Term Notes, Series A
Addendum to Pricing Supplement No. 1 dated July 28, 1999
To Prospectus Supplement Dated July 19, 1999
To Prospectus Dated June 23, 1999
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
This pricing supplement and the accompanying prospectus supplement and
prospectus contain or incorporate statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements are subject to the safe harbor created by such sections and
appear in a number of places in this pricing supplement, in the accompanying
prospectus supplement and prospectus and in the documents incorporated herein
and therein by reference. These statements may include, among other matters, the
intent, belief or current expectations of Firstar or its officers and
information concerning possible or assumed future results of operations of
Firstar. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance, and involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements to differ materially from the future
results, performance or achievements expressed or implied in such
forward-looking statements. Important factors that could cause future results to
differ include the factors discussed under "Risk Factors" beginning on page S-3
of the accompanying prospectus supplement, the effects of competition,
legislative and regulatory changes, changes in the economy, and other factors
discussed in this and other filings by Firstar with the Securities and Exchange
Commission. When used in Firstar's documents or oral presentations, the words
"anticipate," "estimate," "expect," "objective," "projection," forecast," "goal"
or similar words are intended to identify forward-looking statements.
FIRSTAR
Firstar is the organization created by the merger of Star Banc Corporation
and Firstar Corporation ("old Firstar corporation") on November 20, 1998. We are
a regional, multistate bank holding company headquartered in Milwaukee,
Wisconsin. We own 100 percent of the capital stock of eight bank subsidiaries
having over 700 banking offices in Wisconsin, Ohio, Iowa, Minnesota, Illinois,
Indiana, Kentucky, Tennessee and Arizona. We also own various nonbank and
limited purpose bank subsidiaries engaged in related financial services.
We provide banking services throughout the midwestern United States. All
of our banking subsidiaries other than Firstar Bank, N.A. were part of old
Firstar corporation. Our banks provide a broad range of financial services for
companies based in its market region, national business organizations,
governmental entities and individuals. These commercial and consumer banking
activities include accepting demand, time and savings deposits; making both
secured and unsecured business and personal loans; and issuing and servicing
credit cards. Our banks also engage in correspondent banking and provide a full
range of trust and investment management services to individual and corporate
customers. We also provide international
<PAGE>
banking services consisting of foreign trade financing, issuance and
confirmation of letters of credit, funds collection and foreign exchange
transactions. Our nonbank subsidiaries provide retail brokerage services, trust
and investment management services, residential mortgage banking, consumer
financing, title insurance, business insurance, consumer and credit related
insurance, and corporate operational services.
Our operations include three primary business segments: consumer banking,
wholesale banking, and trust and private banking.
Our principal executive offices are located at 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, and our telephone number is (414) 765-4321.
Additional information about Firstar is included in the documents
incorporated by reference in this pricing supplement and the accompanying
prospectus supplement and prospectus. See "Where You Can find More Information"
on page 2 of the accompanying prospectus.
RECENT DEVELOPMENTS
Firstar and Mercantile Bancorporation Inc. ("Mercantile") have entered
into an Agreement and Plan of Merger dated as of April 30, 1999 (the "Merger
Agreement") that provides for the merger of Mercantile with and into Firstar
(the "Merger"). The combined company will continue under the name of "Firstar
Corporation" after consummation of the Merger. The Merger is expected to qualify
as a "pooling-of-interests" for accounting purposes and as a "reorganization"
under Section 368(a) of the Internal Revenue Code of 1986, as amended. At the
effective time of the Merger, each share of common stock of Mercantile
outstanding immediately prior thereto will be converted into the right to
receive 2.091 shares of common stock of Firstar, plus cash in lieu of fractional
shares. Consummation of the Merger is subject to a number of conditions,
including (1) receipt of all requisite governmental and regulatory
approvals (including the approval of the Board of Governors of the Federal
Reserve System) and (2) certain other customary conditions. For further
information with respect to the Merger, including certain financial statements
of Mercantile and pro forma financial information, see Firstar's Current Report
on Form 8-K filed May 4, 1999, Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 and Current Report on Form 8-K/A filed May 19, 1999, in
each case incorporated by reference in this pricing supplement and the
accompanying prospectus supplement and prospectus.
