SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________
Commission file number 33-24672
-------------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Star Banc Corporation Thrift Savings 401(K) Plan
C/O Firstar Corporation
Human Resources Department
425 Walnut Street M.L. 2020
Cincinnati, OH 45202
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Firstar Corporation
425 Walnut Street
Cincinnati, OH 45202
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the plan administrator has duly caused
this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
___________________________________________
Daniel B. Benhase
Executive Vice President
June 29, 1999
<PAGE>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
EIN: 31-0838189
PLAN NUMBER: 003
FINANCIAL STATEMENTS
AS OF
DECEMBER 31, 1998 AND 1997
TOGETHER WITH
ACCOUNTANTS' REPORT
<PAGE>
STAR BANC CORPORATION
EIN: 31-0838189
PLAN NUMBER: 003
INDEX TO ANNUAL REPORT
ON FORM 11-K
I. Financial Statements Page(s)
(a) Report of Independent Accountants F-2
(b) Statements of Assets Available for F-3 - F-4
Benefits (with Fund Information) as of
December 31, 1998 and 1997
(c) Statement of Changes in Assets Available F-5
for Benefits (with Fund Information) for
the Year Ended December 31, 1998
(d) Notes to Financial Statements F-6 - F-10
(e) Schedule of Assets Held for Investment F-11
Purposes as of December 31, 1998
(f) Schedule of Loans or Fixed Income F-12
Obligations as of December 31, 1998
(g) Schedule of Reportable Transactions F-13
for the Year Ended December 31, 1998
II. Exhibit Exhibit
Number
(a) Consent of Independent Accountants 14
F-1
<PAGE>
Report of Independent Accountants
To the Participants and Administrator of the
Star Banc Corporation Thrift Savings 401(K) Plan
In our opinion, the accompanying statements of net assets available
for benefits and the related statements of changes in net assets
available for benefits present fairly, in all material respects,
the net assets available for benefits of the Star Banc Corporation
Thrift Savings 401(K) Plan (the "Plan") at December 31, 1998 and 1997,
and the changes in net assets available for benefits for the year ended
December 31, 1998 in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of Assets Held for Investment Purposes, Loans or Fixed Income Obligations
and Reportable Transactions are presented for the purpose of additional
analysis and are not a required part of the basic financial statements
but are supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of
changes in net assets available for benefits is presented for purposes
of additional analysis rather than to present the net assets available
for plan benefits and changes in net assets available for benefits of
each fund. These supplemental schedules and fund information
are the responsibility of the Plan's management. The supplemental
schedules and fund in formation have been subjected to the auditing
procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
/s/PricewaterhouseCoppers LLP
-----------------------------
PricewaterhouseCoopers LLP
Milwaukee, WI
June 15, 1999
F-2
<PAGE>
<TABLE>
STAR BANC CORPORATION EIN: 31-0838189
Plan Number 003
THRIFT SAVINGS 401(K) PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
AS OF DECEMBER 31, 1998
<CAPTION> U.S.
Stable Employer Relative Government The Strategic Growth Capital
Asset Stock Value Income Stellar Income Equity Appreciation
Total Fund Fund Fund Fund Fund Fund Fund Fund
----------- ---------- ----------- ---------- --------- --------- ------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH $ 288,844 $ 288,844 $ - $ - $ - $ - $ - $ - $ -
RECEIVABLES:
Contributions 192,525 13,360 109,627 37,477 2,751 16,436 684 7,850 2,586
Earnings on
investments 577,306 59,737 508,364 57 9,110 23 1 10 2
INVESTMENTS, at fair value,(Note 4):
Star, Stable
Asset Fund 12,971,051 12,971,051 - - - - - - -
Common Stock of
Firstar
Corporation -
1,692,745 Shares 157,745,002 - 157,745,002 - - - - - -
Star Relative
Value Fund 16,656,854 - - 16,656,854 - - - - -
Star U.S.
Government
Income Fund 1,501,282 - - - 1,501,282 - - - -
The Stellar
Fund 6,684,484 - - - - 6,684,484 - - -
Star Strategic
Income Fund 403,932 - - - - - 403,932 - -
Star Growth
Equity Fund 2,791,197 - - - - - - 2,791,197 -
Star Capital
Appreciation
Fund 715,482 - - - - - - - 715,482
Star
International
Equity Fund 145,010 - - - - - - - -
Star Market
Capitalization
Fund 327,436 - - - - - - - -
Star REIT -
Plus Fund 74,879 - - - - - - - -
Trust for
Short-Term U.S.
Government
Securities 38,822 38,822 - - - - - - -
Participant Loans 142,326 27,647 60,133 23,111 1,387 30,048 - - -
ASSETS AVAILABLE ----------- ---------- ----------- ---------- --------- --------- ------- --------- --------
FOR BENEFITS $201,256,432 $13,399,461 $158,423,126 $16,717,499 $1,514,530 $6,730,991 $404,617 $2,799,057 $ 718,070
=========== ========== =========== ========== ========= ========= ======= ========= ========
International Market
Equity Capitaliztn REIT-Plus
Fund Fund Fund
----------- ---------- -----------
CASH $ - $ - $ -
RECEIVABLES:
Contributions 681 775 298
Earnings on
investments 1 1 -
INVESTMENTS, at fair value,(Note 4):
Star, Stable
Asset Fund - - -
Common Stock of
Firstar
Corporation -
1,692,745 Shares - - -
Star Relative
Value Fund - - -
Star U.S.
Government
Income Fund - - -
The Stellar
Fund - - -
Star Strategic
Income Fund - - -
Star Growth
Equity Fund - - -
Star Capital
Appreciation
Fund - - -
Star
International
Equity Fund 145,010 - -
Star Market
Capitalization
Fund - 327,436 -
Star REIT -
Plus Fund - - 74,879
Trust for
Short-Term U.S.
Government
Securities - - -
Participant Loans - - -
ASSETS AVAILABLE ----------- ---------- -----------
FOR BENEFITS $ 145,692 $ 328,212 $ 75,177
=========== ========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
F-3
<PAGE>
<TABLE>
STAR BANC CORPORATION EIN: 31-0838189
Plan Number 003
THRIFT SAVINGS 401(K) PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
AS OF DECEMBER 31, 1997
<CAPTION>
U.S.
Stable Employer Relative Government The
Asset Stock Value Income Stellar
Total Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CASH $ 21,774 $ 21,774 $ - $ - $ - $ -
RECEIVABLES:
Contributions 104,596 10,924 56,200 22,127 2,038 12,044
Earnings on
investments 390,059 51,905 331,222 93 6,784 49
INVESTMENTS, at fair value,(Note 4):
Star Bank, N.A.,
Stable Asset
Fund 11,021,375 11,021,375 - - - -
Common Stock
of Star Banc
Corporation -
1,654,716 Shares 94,939,330 - 94,939,330 - - -
Star Relative
Value Fund 12,944,896 - - 12,944,896 - -
Star U.S.
Government
Income Fund 1,178,745 - - - 1,178,745 -
The Stellar
Fund 6,804,806 - - - - 6,804,806
Star Treasury
Fund 13,993 - 13,993 - - -
Star Strategic
Income
Fund 230,493 - - - - -
Star Growth
Equity Fund 393,236 - - - - -
Star Capital
Appreciation
Fund 154,137 - - - - -
Trust for
Short-Term
U.S. Government
Securities 42,756 42,756 - - - -
Participant
Loans 49,545 9,204 28,995 3,205 1,057 7,084
ASSETS AVAILABLE ----------- ----------- ----------- ----------- ---------- ----------
FOR BENEFITS $128,289,741 $ 11,157,938 $ 95,369,740 $ 12,970,321 $ 1,188,624 $ 6,823,983
=========== =========== =========== =========== ========== ==========
Strategic Growth Capital
Income Equity Appreciation
Fund ^Fund Fund
----------- ----------- -----------
<S> <C> <C> <C>
CASH $ - $ - $ -
RECEIVABLES:
Contributions 68 906 289
Earnings on
investments 2 3 1
INVESTMENTS, at fair value,(Note 4):
Star Bank, N.A.,
Stable Asset
Fund - - -
Common Stock
of Star Banc
Corporation -
1,654,716 Shares - - -
Star Relative
Value Fund - - -
Star U.S.
Government
Income Fund - - -
The Stellar
Fund - - -
Star Treasury
Fund - - -
Star Strategic
Income
Fund 230,493 - -
Star Growth
Equity Fund - 393,236 -
Star Capital
Appreciation
Fund - - 154,137
Trust for
Short-Term
U.S. Government
Securities - - -
Participant
Loans - - -
ASSETS AVAILABLE ----------- ----------- -----------
FOR BENEFITS $ 230,563 $ 394,145 $ 154,427
=========== =========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
F-4
<PAGE>
<TABLE>
STAR BANC CORPORATION EIN: 31-083818
Plan Number 00
THRIFT SAVINGS 401(K) PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE
FOR BENEFITS (WITH FUND INFORMATION)
FOR THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>
U.S.
Stable Employer Relative Government The Strategic Growth
Asset Stock Value Income Stellar Income Equity
Total Fund Fund Fund Fund Fund Fund ^Fund
---------- -------- ---------- --------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Income from
Investments:
Dividends and
interest $ 5,222,210 $ 972,758 $ 2,526,681 $ 377,254 $ 81,101 $ 827,555 $ 16,230 $ 298,662
Net realized
and unrealized
gains and losses 60,962,359 - 58,949,258 2,241,645 26,115 (395,084) (22,305) 150,540
---------- -------- ---------- --------- -------- -------- ------- --------
Net investment
income 66,184,569 972,758 61,475,939 2,618,899 107,216 432,471 (6,075) 449,202
Contributions (Note 3):
Employees' 6,926,500 432,238 3,931,230 1,376,022 91,601 569,327 35,902 336,501
Employer's 2,988,805 233,773 1,693,165 557,783 45,362 261,663 10,952 120,591
---------- -------- ---------- --------- -------- -------- ------- --------
Net contributions 9,915,305 666,011 5,624,395 1,933,805 136,963 830,990 46,854 457,092
----------- --------- ---------- --------- -------- --------- ------- --------
Total Additions: 76,099,874 1,638,769 67,100,334 4,552,704 244,179 1,263,461 40,779 906,294
DEDUCTIIONS:
Distributions to
Participants (11,165,090) (2,028,714) (7,628,417) (985,563) (48,068) (434,762) (1,411) (26,024)
----------- ---------- ---------- -------- ------- -------- ------- --------
Net increase/
decrease)in
assets available
for benefits before
interfund transfers
and transfers from
other plans 64,934,784 (389,945) 59,471,917 3,567,141 196,111 828,699 39,368 880,270
Interfund
transfers - 2,607,123 (4,380,733) 157,797 129,672 (942,163) 134,576 1,522,590
Transfers from
other plan 8,031,907 - 8,031,907 - - - - -
----------- ---------- ----------- ---------- -------- -------- -------- ----------
Net increase/
(decrease)in
assets available
for benefits 72,966,691 2,217,178 63,123,091 3,724,938 325,783 (113,464) 173,944 2,402,860
ASSETS AVAILABLE
FOR BENEFITS,
Beginning
of year 128,289,741 11,157,938 95,369,740 12,970,321 1,188,624 6,823,983 230,563 394,145
------------ ----------- ----------- ---------- --------- --------- --------- -----------
ASSETS AVAILABLE
FOR BENEFITS,
end of year $201,256,432 $ 13,375,116 $158,492,831 $16,695,259 $1,514,407 $6,710,519 $ 404,507 $ 2,797,005
============ =========== =========== ========== ========= ========= ========= ==========
Capital International Market
Appreciation Equity Capitalizatn REIT-Plus
Fund Fund Fund Fund
---------- -------- ---------- ---------
ADDITIONS:
Income from
Investments:
Dividends and
interest $ 68,214 $ 9,199 $ 44, 558 $ (2)
Net realized
and unrealized
gains and losses 15,427 - - (3,237)
---------- -------- ---------- ---------
Net investment
income 83,641 9,199 44,558 (3,239)
Contributions (Note 3):
Employees' 89,791 24,290 28,090 11,508
Employer's 40,823 10,099 11,061 3,533
---------- -------- ---------- ---------
Net contributions 130,614 34,389 39,151 15,041
----------- --------- ---------- ---------
Total Additions: 214,255 43,588 83,709 11,802
DEDUCTIIONS:
Distributions to
Participants (7,716) (894) (2,486) (1,035)
----------- ---------- ---------- --------
Net increase/
decrease)in
assets available
for benefits before
interfund transfers
and transfers from
other plans 206,539 42,694 81,223 10,767
Interfund
transfers 356,839 102,877 247,014 64,408
Transfers from
other plan - - - -
----------- ---------- ----------- ----------
Net increase/
(decrease)in
assets available
for benefits 563,378 145,571 328,237 75,175
ASSETS AVAILABLE
FOR BENEFITS,
Beginning
of year 154,427 - - -
------------ ----------- ----------- ----------
ASSETS AVAILABLE
FOR BENEFITS,
end of year $ 717,805 $ 145,571 $ 328,237 $ 75,175
============ =========== =========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
F-5
<PAGE>
STAR BANC CORPORATION EIN:31-0838189
Plan Number 003
THRIFT SAVINGS 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
(1) Plan Description-
(a) Nature of Operations--The Star Banc Corporation Thrift Savings 401(K)
Plan (the Plan) was adopted by Star Banc Corporation on January 1, 1985,
and by Star Banc Finance, Inc. on May 1, 1995. On November 20, 1998,
Star Banc Corporation (Former Star Banc) merged through an exchange of
shares with Firstar Corporation (Former Firstar). The merged entities
retained the name Firstar Corporation (the Corporation).
As a result of the merger, it is management's intent to merge the assets
of the Plan into the Former Firstar's Thrift and Sharing Plan.
The Plan provides eligible employees the opportunity to save for future
financial needs by setting aside a portion of their compensation through
payroll deductions. Participants should refer to the Plan documents for
a more complete description of the Plan's provisions.
(b) Administration--The Plan is administered by a committee (the Plan
Administrator) appointed by the Board of Directors of the Corporation
and is trusteed by StarTrust(the Trustee). The Plan is subject to the
provisions of the Employee Retirement Income Securities Act of 1974
("ERISA"). Administrative expenses of the Plan are paid by the
Corporation.
(c) Participation--The Plan covers all employees of the Former Star Banc and
participating affiliates (as defined in the Plan agreement) who have
attained age 21 and completed a minimum of one thousand hours in one year
of service. At December 31, 1998 and 1997, there were 3,873 and 3,408
active participants, respectively.
(d) Plan Contributions--Participants may elect to contribute up to fifteen
percent of their base pay, as defined, to the Plan. Contributions may be
subject to certain limitations. Pursuant to Section 401(K) of the
Internal Revenue Code, contributions to the Plan and the earnings
therefrom are not subject to federal income taxes until the amounts are
subsequently distributed to the participants. The participants'
employers make contributions which are equal to the participants'
contributions, up to three percent of the participants' base pay. The
investment of all contributions to the Plan are participant-directed.
(e) Investments--Contributions are received and invested by the Trustee on a
bi-weekly basis. The Trustee invests contributions as directed by each
participant (see Note 4). Dividend and interest income and realized and
unrealized gains or losses on investments are allocated to individual
participant's accounts on a daily basis.
F-6
<PAGE>
(f) Vesting--A participant is 100% vested upon entering the Plan.
Participants who terminate employment receive 100% of contributions and
Plan earnings which have been allocated to their accounts. Participants
may, after reaching the age of 59 1/2, elect to terminate participation
and receive full distribution of their accounts. In addition,
participants may apply for hardship withdrawals/loans subject to approval
by the Plan Administrator.
(2) Significant Accounting Policies-
(a) Basis of Accounting--The financial statements of the Plan are maintained
on the accrual basis of accounting. The financial statements are
prepared in accordance with generally accepted accounting principles,
which require the use of certain estimates by management in the
determination of assets, liabilities and changes therein, and disclosure
of contingent assets and liabilities. Actual results could differ from
those estimates.
(b) Investment Valuation--The Plan's investments are stated at fair value as
determined by the Trustee by reference to published market data, except
for investments in guaranteed investment contracts of the Stable Asset
Fund, which are carried at contract value. Contract value represents
cost plus accrued interest. Shares of registered investment companies are
valued at quoted market prices which represent the net asset value of
shares held by the Plan at year end.
Unrealized appreciation or depreciation of investments is reflected
currently in the Statement of Changes in Assets Available for Benefits.
As of December 31, 1998, approximately 77% of the Plan's assets are
invested in the common stock of the Corporation. As a result, a
significant downturn in the securities market or the Corporation's
industry segment could adversely affect the fair market value of the
Plan's investment. Earnings on investments include dividends on
corporate common stock, interest on temporary investments, and earnings
from mutual funds and collective investment funds. Purchases and
sales of securities are recorded on a trade-date basis.
(c) Plan Year--The Plan and all of its records are kept on a calendar-year
basis.
(d) Benefit Payments--Benefit payments to participants are recorded upon
distribution.
(3) Contributions-
Contributions made by employees and amounts contributed by the
Corporation were $6,926,500 and $2,988,805, respectively for the year
ended December 31, 1998.
F-7
<PAGE>
(4) Investments-
At December 31, 1998 and 1997, the Plan's Stable Asset Fund, Relative
Value Fund, U.S. Government Income Fund, The Stellar Fund, Strategic
Income Fund, Growth Equity Fund, Capital Appreciation Fund,International
Equity Fund, Market Capitalization Fund and REIT - Plus Fund held
investments in a variety of funds for which the Corporation is the
investment advisor. Transactions involving funds for which the
Corporation is the advisor or involving the Corporation's common stock
qualify as party-in-interest transactions. The following summarizes the
nature of the primary underlying assets which comprise the investment
portfolio of each of the funds, as well as the employer stock fund.
Primary Primary
Investment Fund Investment Underlying Assets
------------------ --------------- --------------------
Stable Asset Fund Star Stable Asset Pool of investment
Fund (a fund within contracts issued by
Firstar, N.A., a diversified list
Pooled Investment of insurance
Trust for Corporate companies
Employee Benefit Plans)
Employer Stock Fund Common Stock Firstar Corporation
common stock
Relative Value Fund Star Relative Value Primarily equity
securities Fund
(a mutual fund) at
least 70% in common
stocks, and a portion in
fixed income securities.
U.S. Government Star U.S. Government At least 65% in securities
Income Fund Income Fund (a mutual issued or guaranteed by the
fund) U.S. government; remainder
in corporate debt
obligations, commercial
paper, time and savings
deposits, debt securities
of foreign issuers,
mortgage-backed securities
and asset-backed
securities.
The Stellar Fund The Stellar Fund (a Not more than 25% in each
mutual fund) of the following
securities categories:
domestic equity
securities, domestic fixed
income securities, inter-
national equity and fixed
income securities, real
estate securities, and
precious metal securities
and/or short-term
securities.
F-8
<PAGE>
Primary Primary
Investment Fund Investment Underlying Assets
----------------- ------------------- ----------------------
Strategic Income Star Strategic Income At least 65% in income
Fund Fund (a mutual fund) producing securities
comprised of approximately
40% in U.S. government and
corporate fixed income
securities, and 0% to 20%
in each of the following:
international securities,
real estate investment
trusts, domestic equity
securities, money market
securities, mortgage-
backed securities, CMOs,
ARMs, and asset-backed
securities.
Growth Equity Fund Star Growth Equity At least 65% in growth-
Fund (a mutual fund) oriented equity securities;
remainder in domestic debt
securities, international
securities, U.S. government
securities, structured fixed
income securities, and money
market instruments.
Capital Star Capital At least 50% in equity
Appreciation Fund Appreciation Fund securities of U.S. companies,
(a mutual fund) remainder in domestic debt
securities, international
securities, U.S. government
securities and money market
instruments.
International Star International At least 65% in equity
Equity Fund Eqity Fund (a mutual securities of non-U.S.
fund) issers; remainder in high
yield securities.
Market Star Market Publicly traded common
Capitalization Fund Capitalization Fund stocks which directly or
(a mutual fund) indirectly duplicate the
S&P 500.
REIT - Plus Fund Star REIT - Plus Primarily in equity REITs
Fund (a mutual fund) and other real estate
related equity securities;
remainder in other real
estate investments.
F-9
<PAGE>
Prior to investment, funds awaiting investment in each of the above
options or the Corporation's common stock are temporarily invested in the
Star Treasury Fund, a short-term U.S. Treasury obligation fund for which
is the investment advisor. Funds awaiting annuity distributions are
invested in the Trust for Short-Term U.S. Government Securities, a trust
fund managed by Federated Securities Corporation.
(5) Benefits and Withdrawals Payable-
Amounts payable to participants who have terminated their interest in the
Plan at December 31, 1998 and December 31, 1997, which were unpaid at
those dates, were $ 253,266 and $693,591, respectively. These amounts
are considered as a component of assets available for benefits in the
accompanying Statements of Assets Available for Benefits (with Fund
Information). Such amounts are reported as liabilities on Form 5500
filed with the Department of Labor. Distributions are made on a monthly
basis.
(6) Tax Status-
The Plan obtained its latest determination letter on November 14, 1997,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan therefore was considered qualified and
the related trust tax exempt under the provisions of the Internal Revenue
Code. The Plan has been amended since receiving the determination
letter. However, the Plan Administrator and the Plan's tax counsel
believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related trust
was tax-exempt as of December 31, 1998 and 1997.
(7) Participant Loans-
Participants are permitted to borrow from the Plan using their account
balance as collateral. The minimum loan amount is $1,000 and the maximum
loan amount is the lesser of 50% of the participant's account balance or
$50,000. Interest is charged at Firstar's prime commercial rate plus 1%.
Repayments of the loan are arranged through payroll deductions which may
be specified up to 85 monthly payments (seven years)for residential
purposes and 60 monthly payments (five years) for all other purposes. At
December 31, 1998 there were 57 individual loans outstanding with
interest rates ranging from 7.0% to 10.5%.
(8) Bank One Acquisition-
During 1998, Former Star Banc acquired several branches of Bank One, N.A.
and the employees' 401(K) account balances were rolled into the Plan.
These amounts are included in the statement of changes as transfers from
other plans at December 31, 1998.
(9) Merger with Great Financial Bank, FSB-
On February 7, 1998, Former Star Banc acquired Great Financial
Corporation (Great Financial). In November 1998, the Corporation
obtained approval from the IRS to merge the assets of the Great Financial
401(K) Plan into the Plan. Management expects the merger of the plans to
occur in the near future.
F-10
<PAGE>
<TABLE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
- ------------------------------------ ----------- ----------- ----------
<S> <C> <C> <C>
Stable Asset Fund:
* Star, Stable Asset Fund 12,971,051 $ 12,971,051 $ 12,971,051
Trust for Short-Term U.S. Government
Securities 38,822 38,822 38,822
Employer Stock Fund:
* Common Stock of Firstar Corporation 1,692,745 29,516,008 157,745,002
Relative Value Fund:
* Star Relative Value Fund 611,142 9,643,349 16,656,854
U.S. Government Income Fund
* Star U.S. Government Income Fund 149,360 1,339,871 1,501,282
The Stellar Fund
* The Stellar Fund 547,667 5,393,993 6,684,484
Strategic Income Fund:
* Star Strategic Income Fund 36,856 373,106 403,932
Growth Equity Fund:
* Star Growth Equity Fund 137,026 2,429,521 2,791,197
Captital Appreciation Fund:
* Star Capital Appreciation Fund 55,307 643,789 715,482
International Equity Fund:
* Star International Equity Fund 13,784 139,313 145,010
Market Capitalization Fund:
* Star Market Capitalization Fund 26,008 284,387 327,436
REIT - Plus Fund:
* Star REIT - Plus Fund 8,728 79,963 74,879
Participant Loans:
* Interest at 7.0% to 10.5% - - 142,326
* Represents a party-in-interest transaction
</TABLE>
F-11
<PAGE>
<TABLE>
EIN: 31-0838189 SCHEDULE II
Plan Number 003
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
ITEM 27(b) - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
AS OF DECEMBER 31, 1998
<CAPTION>
Amount of Amount of Unpaid
Original Principal Interest Balance Amount of Amount of
Identity and Address Amount Received Received at Principal Interest
of Obligor of Loan in 1998 in 1998 12/31/98 Description of Loan Overdue Overdue
- ------------------------- -------- --------- --------- -------- ----------------------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
* Felix Burnette $3,700 $485 $141 $1,888 Inception of loan on 11/1/95 $254 $58
2793 Brampton Dr. with mature on 11/1/00.
Cincinnati, Ohio 45251 Interest rate is 9.75% and 50%
of account balance held as
collateral.
</TABLE>
*-Represents a party-in-interest transaction
F-12
<PAGE>
<TABLE>
EIN: 31-0838189 SCHEDULE III
Plan Number 003
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
Current
<CAPTION> Value
Aggregate Aggregate Cost of of Asset on Net
Number of Purchase Number of Selling Assets Transaction Gain
Description of Asset Transactions Price Transactions Price Sold Date or (Loss)
- ----------------------------------- ----------- ----------- ---------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
By Asset:
Firstar Corporation Common Stock 105 $ 10,609,603 20 $ 4,938,430 $ 1,123,546 (A) $ 3,814,884
Star Treasury Fund 130 38,372,540 245 38,177,722 38,177,722 (A) -
Star Corporation Stable Asset Fund 84 7,180,618 128 5,912,122 5,912,122 (A) -
Star Relative Value Fund 150 4,214,806 129 3,050,930 1,711,741 (A) 1,339,189
By Broker:
McDonald & Co. 96 9,306,101 15 3,631,695 833,499 (A) 2,798,196
(A) The current value of all assets acquired or disposed of, at the time of acquisition or disposition,
is equal to the purchase price or selling price, respectively.
</TABLE>
F-13
<PAGE>
Exhibit 14
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-24672) of Firstar
Corporation of our report dated June 15, 1999 relating to the
financial statements of the Star Banc Corporation Thrift
Savings 401(K) Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Milwaukee, WI
June 29, 1999
