SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 3, 2000
FIRSTAR CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-2981 39-1940778
(Commission File Number) (IRS Employer Identification No.)
777 East Wisconsin Avenue 53202
Milwaukee, Wisconsin
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (414 765-4321
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On October 3, 2000, the Registrant and U.S. Bancorp, a Delaware
corporation ("U.S. Bancorp"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"). The Merger Agreement is filed as Exhibit 2.1 hereto and
hereby incorporated herein by reference.
Immediately following their execution and delivery of the Merger
Agreement, the Registrant and U.S. Bancorp entered into stock option agreements
(the "Stock Option Agreements") pursuant to one of which the Registrant granted
U.S. Bancorp the right, upon the terms and subject to the conditions set forth
therein, to purchase up to 195,895,138 shares of the common stock, par value
$0.01 per share, of the Registrant at a price of $22.25 per share, and pursuant
to the other of which U.S. Bancorp granted the Registrant the right, upon the
terms and subject to the conditions set forth therein, to purchase up to
147,939,263 shares of the common stock, par value $1.25 per share, of U.S.
Bancorp at a price of $23.1875 per share. The foregoing description of the Stock
Option Agreements is qualified in its entirety by reference to the complete text
of such Stock Option Agreements, which are filed as Exhibits 99.1 and 99.2
hereto, respectively, and hereby incorporated herein by reference.
A copy of the press release, dated October 4, 2000, jointly issued
by the Registrant and U.S. Bancorp relating to the Merger is attached as Exhibit
99.3 hereto and is hereby incorporated herein by reference.
A copy of the presentation to investors, dated October 4, 2000,
relating to the Merger and given jointly by representatives of the Registrant
and U.S. Bancorp, is attached as Exhibit 99.4 hereto and is hereby incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan of Merger, dated as of October 3, 2000,
by and between Firstar Corporation and U.S. Bancorp.
Exhibit 99.1 Stock Option Agreement, dated as of October 3, 2000, by
and between Firstar Corporation, as issuer, and U.S.
Bancorp, as grantee.
Exhibit 99.2 Stock Option Agreement, dated October 3, 2000, by and
between U.S. Bancorp, as issuer, and Firstar Corporation, as
grantee.
Exhibit 99.3 Joint Press Release, dated October 4, 2000 (incorporated
by reference to the solicitation material pursuant to
Rule 14a-12 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") filed by the
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Registrant with the Securities and Exchange Commission
("SEC") on October 4, 2000).
Exhibit 99.4 Investor Presentation, dated October 4, 2000
(incorporated by reference to the solicitation material
pursuant to Rule 14a-12 under the Exchange Act filed by the
Registrant with the SEC on October 4, 2000).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 12, 2000 FIRSTAR CORPORATION
(Registrant)
By: /s/ Jennie P. Carlson
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Jennie P. Carlson
Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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Exhibit 2.1 Agreement and Plan of Merger, dated as of
October 3, 2000, by and between Firstar
Corporation and U.S. Bancorp
Exhibit 99.1 Firstar Option Agreement, dated October 3,
2000, between Firstar Corporation and U.S.
Bancorp
Exhibit 99.2 U.S. Bancorp Option Agreement, dated
October 3, 2000, between U.S. Bancorp and
Firstar Corporation
Exhibit 99.3 Joint Press Release, dated October 4, 2000
(incorporated by reference to the solicitation
material pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
(the "Exchange Act") filed by the Registrant
with the Securities and Exchange Commission
("SEC") on October 4, 2000).
Exhibit 99.4 Investor Presentation, dated October 4, 2000
(incorporated by reference to the solicitation
material pursuant to Rule 14a-12 under the
Exchange Act filed by the Registrant with the
SEC on October 4, 2000).
