As filed with the Securities and Exchange Commission on October 7, 1999
Registration No. 333-81193
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip code)
MERCANTILE BANCORPORATION INC. 1982 STOCK OPTION PLAN, AS AMENDED
MERCANTILE BANCORPORATION INC. 1987 STOCK OPTION PLAN
MERCANTILE BANCORPORATION INC. 1991 EMPLOYEE INCENTIVE PLAN, AS AMENDED
MERCANTILE BANCORPORATION INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN
MERCANTILE BANCORPORATION INC. AMENDED AND RESTATED
EXECUTIVE INCENTIVE COMPENSATION PLAN
MERCANTILE BANCORPORATION INC. AMENDED AND RESTATED
VOLUNTARY DEFERRED COMPENSATION PLAN
MERCANTILE BANCORPORATION INC. AMENDED AND RESTATED
STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
MERCANTILE BANCORPORATION INC. VOLUNTARY DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE AFFILIATE AND ADVISORY DIRECTORS
MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN, AS AMENDED
MERCANTILE BANCORPORATION INC. EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
Jennie P. Carlson, Esq.
Senior Vice President, General Counsel and Secretary
Firstar Corporation
777 East Wisconsin Avenue,
Milwaukee, Wisconsin
(Name and address of agent for service)
(414) 765-4321
(Telephone number, including area code, of agent for service)
copy to:
Edward D. Herlihy, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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Amending the Prospectus
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends Registration
Statement No. 333-81193 which was previously filed on Form S-4 (the "Original
Registration Statement") in connection with the merger (the "Merger") of
Mercantile Bancorporation Inc., a Missouri corporation ("Mercantile") with and
into Firstar Corporation, a Wisconsin corporation ("Firstar"). The Original
Registration Statement as amended by this Post-Effective Amendment No. 1 is
referred to herein as the "Registration Statement". In connection with the
filing of the Original Registration Statement, 376,380,000 shares of Firstar
common stock, par value $0.01 per share, (the "Firstar Common Stock"), along
with related Preferred Share Purchase Rights (the "Rights"), were registered
with the Securities and Exchange Commission (the "Commission") and the
applicable filing fee was paid. The terms of the Rights are as set forth in the
Rights Agreement, dated as of November 23, 1998, between Firstar and Firstar
Bank Milwaukee N.A., as rights agent thereunder. The number of shares so
registered pursuant to the Original Registration Statement were those shares
which are expected to be distributed to the holders of Mercantile common stock,
par value $1.00 per share (the "Mercantile Common Stock"), in connection with
the Merger and those shares which are necessary to be distributed, or reserved
for issuance, to Mercantile employees and directors in connection with certain
employee benefit plans of Mercantile in effect at the time of the Merger as
listed on the cover of this Post-Effective Amendment No. 1 (the "Mercantile
Plans"). Pursuant to the terms of the Merger, all outstanding Mercantile
employee and director stock options exercisable for Mercantile Common Stock
under the Mercantile Plans are to be converted into stock options exerciseable
for Firstar Common Stock after the effective time of the Merger based on a
formula which will be described in the offering material sent to holders of
Mercantile stock options. In addition, modifications will be made in the other
Mercantile Plans to provide for the issuance of Firstar Common Stock in lieu of
Mercantile Common Stock, as provided in the relevant plan, after the effective
time of the Merger; updated offering materials also will be sent to participants
in these plans.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed by Firstar (File No. 1-14653)
with the Commission are incorporated by reference in the Registration Statement:
(a) Firstar's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (excluding the report, dated January 11, 1999,
of Arthur Andersen LLP set forth in Exhibit 13 thereto);
(b) Firstar's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998;
(c) Firstar's Current Reports on Form 8-K dated March 16, 1999
(as amended by Form 8-K/A, filed April 2, 1999), May 4, 1999 (as
amended by Form 8-K/A, filed May 19, 1999), May 20, 1999, July 13,
1999, July 19, 1999, July 20, 1999, September 21, 1999 and October 5,
1999;
(d) the description of Firstar Common Stock contained in the
Firstar Current Report on Form 8-K dated November 20, 1998, including
any amendment or report filed for the purpose of updating such
description;
(e) the description of Firstar's Rights included in its Registration
Statement on Form 8-A dated December 1, 1998; and
(f) the Joint Proxy Statement/Prospectus of Firstar and Mercantile
dated June 21, 1999.
The following documents heretofore filed by Mercantile (File No. 1-11792)
with the Commission are incorporated by reference in the Registration Statement:
(a) Mercantile's Annual Report on Form 10-K for the year ended
December 31,1998;
(b) Mercantile's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999; and
(c) Mercantile's Current Report on Form 8-K dated May 4, 1999.
All documents filed by Firstar or any Mercantile Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
the securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into the Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed
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document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.
Item 4. Description of Securities
This item is inapplicable as the securities to be offered are registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Firstar Common Stock offered hereby has been
passed upon for Firstar by Emily Canedo, Esq., of Firstar.
The consolidated financial statements of Firstar and its subsidiaries
incorporated herein by reference to the Firstar Annual Report on Form 10-K for
the year ended December 31, 1998 have been audited by PricewaterhouseCoopers
LLP, independent accountants, as indicated in their report with respect thereto,
and are incorporated herein by reference in reliance on the report of such firm
with respect to those financial statements (which report was filed as Exhibit
99.9 to the Original Registration Statement, and is incorporated herein by
reference), given upon the authority of said firm as experts in accounting and
auditing. The consolidated financial statements of Mercantile and its
subsidiaries incorporated herein by reference to the Mercantile Annual Report on
Form 10-K for the year ended December 31, 1998, have been audited by KPMG LLP,
independent accountants, as indicated in their report with respect thereto, and
are incorporated herein by reference in reliance on the report of such firm with
respect to those financial statements, given upon the authority of said firm as
experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers
Firstar is a Wisconsin corporation. Under Section 851 of the Wisconsin
Business Corporation Law (the "WBCL"), a Wisconsin corporation must indemnify
its directors and officers against liability incurred by the director or officer
in a proceeding to which the indemnified person was a party because he or she is
a director or officer, unless liability was incurred because a director or
officer breached or failed to perform a duty that he or she owes to the
corporation and the breach or failure constitutes any of the following:
o a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director or
officer has a material conflict of interest;
o a violation of criminal law, unless the director or officer had
reasonable cause to believe that his or her conduct was lawful or
no reasonable cause to believe that his or her conduct was
unlawful;
o a transaction from which the director or officer derived an
improper personal benefit; or
o willful misconduct.
The Firstar by-laws provide for indemnification of directors and officers
to the fullest extent permitted by the WBCL and set forth additional procedural
requirements for indemnification. Firstar will reimburse the director or officer
for reasonable expenses as incurred, so long as the director or officer provides
a written certificate affirming his or her good
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faith belief that he or she has not engaged in any conduct constituting a breach
of duty, and that he or she will repay Firstar if ultimately not entitled to
indemnification.
The directors and officers of Firstar may be covered by an insurance
policy, indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling Firstar pursuant to the foregoing
provisions, Firstar has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
This item is inapplicable.
Item 8. Exhibits
The Mercantile Bancorporation Inc. Horizon Investment and Savings Plan
(including any amendments thereto) has been, or will be, submitted to the
Internal Revenue Service (the "IRS") in a timely manner and the Registrant
undertakes to make all changes required by the IRS to qualify such plan under
Section 401 of the Internal Revenue Code.
This Registration Statement includes the following Exhibits:
Exhibit
Number Description of Exhibits
2.1 Agreement and Plan of Merger, dated as of April 30, 1999, as
amended as of June 17, 1999, by and between Mercantile
Bancorporation Inc., a Missouri corporation, and Firstar
Corporation, a Wisconsin corporation (incorporated by reference to
Appendix A and Appendix A-1 of Firstar's Registration Statement on
Form S-4 (Registration No. 333-81193) previously filed on June 21,
1999)
5.1 Opinion of Emily Canedo, Esq. as to legality of securities being
issued
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG LLP
23.3 Consent of Emily Canedo, Esq. (included in Exhibit 5.1 hereof)
24.1 Powers of Attorney*
99.1 Mercantile Bancorporation Inc. 1982 Stock Option Plan, as
amended (incorporated by reference to Exhibit 10-2 to Mercantile's
Annual Report on Form 10-K for the year ended December 31, 1989
(Commission File No. 1-11792))
99.2 Mercantile Bancorporation Inc. 1987 Stock Option Plan, as
amended (incorporated by reference to Exhibit 10-3 to Mercantile's
Annual Report on
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Form 10-K for the year ended December 31, 1989
(Commission File No. 1-11792))
99.3 Mercantile Bancorporation Inc. 1991 Employee Incentive Plan
(incorporated by reference to Exhibit 10-7 to Mercantile's Annual
Report on Form 10-K for the year ended December 31, 1990
(Commission File No. 1-11792))
99.4 Amendment Number One to the Mercantile Bancorporation Inc.
1991 Employee Incentive Plan (incorporated by reference to Exhibit
10-6 to Mercantile's Annual Report on Form 10-K for the year ended
December 31, 1994 (Commission File No. 1-11792))
99.5 Mercantile Bancorporation Inc. Amended and Restated Stock
Incentive Plan (incorporated by reference to Annex G to
Mercantile's definitive Proxy Statement for the 1997 Annual
Meeting of Shareholders (Commission File No. 1-11792))
99.6 Mercantile Bancorporation Inc. Amended and Restated Executive
Incentive Compensation Plan (incorporated by reference to Annex H
to Mercantile's definitive Proxy Statement for the 1997 Annual
Meeting of Shareholders (Commission File No. 1-11792))
99.7 Mercantile Bancorporation Inc. Amended and Restated Voluntary
Deferred Compensation Plan (incorporated by reference to Exhibit
10.1 to Mercantile's Registration Statement on Form S-8 (File No.
333-47713))
99.8 Mercantile Bancorporation Inc. Amended and Restated Stock
Incentive Plan for Non-Employee Directors, as amended
(incorporated by reference to Exhibit 10.2 to Mercantile's
Registration Statement on Form S-8 (File No. 333-47713))
99.9 Mercantile Bancorporation Inc. Voluntary Deferred
Compensation Plan for Non-Employee Affiliate and Advisory
Directors (incorporated by reference to Exhibit 10.3 to
Mercantile's Registration Statement on Form S-8 (File No.
333-47713))
99.10 Mercantile Bancorporation Inc. Savings and Incentive Plan
(as amended and restated, the "Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan, as amended") (incorporated by
reference to Exhibit 28 to Mercantile's Registration Statement on
Form S-8 (File No. 33-35139))
99.11 Mercantile Bancorporation Inc. Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10-7 to Mercantile's Annual
Report on Form 10-K for the year ended December 31, 1989
(Commission File No. 1-11792))
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* Previously filed.
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Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(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 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 (l)(i) and (l)(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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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That, insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to Registrant's indemnification provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in such
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by 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, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Firstar
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-4 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee, State of
Wisconsin, on the 7th day of October, 1999.
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
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on October 7, 1999.
Signature Title
/s/ Jerry A. Grundhofer President and Chief Executive Officer
- ------------------------------- (Principal Executive Officer)
Jerry A. Grundhofer
/s/ David M. Moffett Vice Chairman and Chief Financial Officer
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David M. Moffett
/s/ James D. Hogan Senior Vice President and Controller
- ------------------------------- (Principal Accounting Officer)
James D. Hogan
<PAGE>
Pursuant to the requirements of the Securities Act, this Post- Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on October 7, 1999.
Signature Title
* Director
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Victoria B. Buyniski
* Director
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John C. Dannemiller
* Director
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David B. Garvin
* Director
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J. P. Hayden, Jr.
* Director
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Joe F. Hladky
* Director
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Roger L. Howe
Director
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Thomas H. Jacobsen
* Director
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Sheldon B. Lubar
Director
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Frank Lyon, Jr.
* Director
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Daniel F. McKeithan, Jr.
* Director
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David B. O'Maley
* Director
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O'dell M. Owens, M.D.
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* Director
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Thomas E. Petry
Director
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Craig D. Schnuck
Director
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Patrick T. Stokes
* Director
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John J. Stollenwerk
* Director
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William W. Wirtz
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* The undersigned, by signing his name hereto, does hereby sign this
Post-Effective Amendment No. 1 to the Registration Statement on behalf of each
of the directors named above pursuant to a power of attorney duly executed by
such persons.
/s/ Jerry A. Grundhofer
---------------------------------
Jerry A. Grundhofer
Attorney-in-Fact
Exhibit 5.1
[LETTERHEAD OF FIRSTAR CORPORATION]
October 7, 1999
Board of Directors
Firstar Corporation
Firstar Center
777 East Wisconsin Avenue
Milwaukee, WI 53202
Re: Post-Effective Amendment No. 1 on
Form S-8 Registration Statement
Ladies and Gentlemen:
Reference is made to the Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 of Firstar Corporation, a Wisconsin
corporation ("Firstar") relating to certain stock-based employee or director
benefit plans (collectively, the "Plans") of Mercantile Bancorporation Inc., a
Missouri corporation ("Mercantile") concurrently being filed with the Securities
and Exchange Commission (the "Registration Statement"). Pursuant to the
Registration Statement, Firstar's common stock, $ 0.01 par value per share (the
"Common Stock") and related Preferred Share Purchase Rights (the "Rights"), will
be issued, or reserved for issuance, under the Plans pursuant to the merger of
Mercantile with and into Firstar (the "Merger") under the terms of the Agreement
and Plan of Merger, dated as of April 30, 1999, as amended as of June 17, 1999,
by and between Mercantile and Firstar (the "Agreement"). The terms of the Rights
are as set forth in the Rights Agreement, dated as of November 23, 1998, between
Firstar and Firstar Bank Milwaukee N.A., as rights agent thereunder.
For purposes of this opinion, I have examined, among other things,
originals or copies, certified or otherwise identified to my satisfaction, of
such documents as I have deemed necessary or appropriate as a basis for the
opinions set forth herein.
On the basis of the foregoing, it is my opinion that:
1. The shares of Common Stock offered as set forth in the
Registration Statement and relevant Plan documents, when issued in
accordance with their respective terms and the terms of the
Agreement and the respective Plans, will be legally issued, fully
paid and nonassessable, except that, with respect to
nonassessability, Section 622(2)(b) of the Wisconsin Business
Corporation Law, and judicial interpretations thereof, impose
liability upon shareholders for unpaid wage claims of Firstar's
employees, not exceeding six months service in any one case.
<PAGE>
2. The Rights to be issued with the Common Stock, when issued
pursuant to the terms of the Rights Agreement, will be validly
issued.
I am a member of the bar of the State of Wisconsin. This opinion is
limited to the federal laws of the United States of America and the laws of the
State of Wisconsin.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name whenever it appears in such
Registration Statement, including the applicable Prospectus constituting a part
thereof, as originally filed or as subsequently amended.
Very truly yours,
/s/ EMILY CANEDO, ESQ.
------------------------
Name: Emily Canedo, Esq.
Title: Corporate Attorney
Exhibit 23.1
CONSENT OF PRICEWATERHOUSECOOPERS LLC
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 1 on Form S-8 of Firstar Corporation (the
"Registration Statement"), which amends the registration statement (No.
333-81193) on Form S-4 of Firstar Corporation (the "Original Registration
Statement"), of our report dated June 21, 1999 relating to the consolidated
financial statements of Firstar Corporation and subsidiaries, which appears as
Exhibit 99.9 to the Original Registration Statement. We also consent to the
reference to us under the caption "Interests of Named Experts and Counsel" in
this Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLC
Milwaukee, Wisconsin
October 7, 1999
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors and Stockholders
Firstar Corporation:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Firstar Corporation or our report dated January 20, 1999, with
respect to the consolidated balance sheets of Mercantile Bancorporation Inc. and
subsidiaries as of December 31, 1998, 1997, and 1996, and the related
consolidated statements of income, changes in shareholders' equity, cash flows
and comprehensive income, for each of the years in the three-year period ended
December 31, 1998, which report is incorporated by reference on the Form S-8 of
Firstar Corporation dated October 7, 1999.
/s/ KPMG LLP
St. Louis, Missouri
October 7, 1999
