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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999 Commission File Number 1-2981
FIRSTAR CORPORATION
Wisconsin 39-1940778
(State of Incorporation) (I.R.S. Employer Identification No.)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
Telephone Number (414) 765-4321
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock, $0.01 par value New York Stock Exchange, Inc.
Preferred Share Purchase Rights New York Stock Exchange, Inc.
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicated by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
X Yes No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
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As of February 29, 2000, 974,897,540 shares of common stock were
outstanding, and the aggregate market value of the shares (based upon the
closing price) held by nonaffiliates was approximately $16.1 billion.
Documents Incorporated by Reference:
Portions of the 2000 Notice of Annual Meeting and Proxy Statement are
incorporated by reference into Part III of the Form 10-K.
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FORM 10-K TABLE OF CONTENTS
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PAGE
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PART I
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Item 1 - Business........................................................................... 1
Item 2 - Properties......................................................................... 2
Item 3 - Legal Proceedings.................................................................. 2
Item 4 - Submission of Matters to a Vote of Security Holders................................ 2
PART II
Item 5 - Market for the Registrant's Common Equity and Related Stockholder Matters.......... 2
Item 6 - Selected Financial Data............................................................ 3
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of
Operations......................................................................... 3
Item 7A- Quantitative and Qualitative Disclosures About Market Risk....................... 3
Item 8 - Financial Statements and Supplementary Data........................................ 3
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure......................................................................... 3
PART III
Item 10 - Directors and Executive Officers of the Registrant................................ 3
Item 11 - Executive Compensation............................................................ 4
Item 12 - Security Ownership of Certain Beneficial Owners and Management.................... 4
Item 13 - Certain Relationships and Related Transactions.................................... 4
PART IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K................... 4
Signatures...................................................................................... 6
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PART I
ITEM 1. BUSINESS
General
Firstar Corporation ("Firstar") is the organization created by the
merger of Firstar Corporation ("old Firstar Corporation") and Mercantile
Bancorporation Inc. on September 20, 1999. Firstar is a regional, multi-state
bank holding company headquartered in Milwaukee, Wisconsin. Firstar owns 100
percent of the capital stock of eight bank subsidiaries having over 1200 banking
offices in Wisconsin, Ohio, Missouri, Iowa, Minnesota, Illinois, Indiana,
Kentucky, Tennessee, Kansas, Arkansas and Arizona. Firstar also owns various
nonbank and limited purpose bank subsidiaries engaged in related financial
services.
Firstar provides banking services throughout the midwestern United
States. Firstar's bank subsidiaries 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. The bank subsidiaries also engage in correspondent banking and
provide a full range of trust and investment management services to individual
and corporate customers. International banking services consisting of foreign
trade financing, issuance and confirmation of letters of credit, funds
collection and foreign exchange transactions are conducted. Nonbank subsidiaries
provide retail brokerage services, trust and investment management services,
residential mortgage banking activities, consumer financing, title insurance,
business insurance, consumer and credit related insurance, and corporate
operational services.
Firstar's operations include three primary business segments: consumer
banking, wholesale banking, and trust and private banking. Information on these
lines of business are included in Note 25 of the Notes to Consolidated Financial
Statements included in Firstar's 1999 Annual Report to Shareholders which is
incorporated herein by reference.
Competition
Banking and bank-related services are highly competitive. Firstar's
subsidiaries compete primarily in the Midwestern United States with numerous
competitors, some of which are larger and have greater financial resources.
Firstar competes with other commercial banks and financial intermediaries, such
as savings banks, savings and loan associations, credit unions, mortgage
companies, leasing companies and a variety of financial services and advisory
companies located throughout the country.
Supervision
Firstar's business activities as a bank holding company are regulated
by the Federal Reserve Board under the Bank Holding Company Act of 1956, as
amended. The activities of Firstar and those of its banking and nonbanking
subsidiaries are limited to the business of banking and activities closely
related or incidental to banking.
The business of banking is highly regulated, and there are various
requirements and restrictions in the laws of the United States and the states in
which the subsidiary banks operate including the requirement to maintain
reserves against deposits and adequate capital to support their operations,
restrictions on the nature and amount of loans which may be made by the banks,
restrictions relating to investment (including loans to and investments in
affiliates), branching and other activities of the banks.
Firstar's subsidiary banks with national charters are supervised and
examined by the Comptroller of the Currency. The subsidiary banks with state
charters are supervised and examined by their respective state banking agencies
and either by the Federal Reserve if a member bank of the Federal Reserve or by
the Federal Deposit Insurance Corporation ("FDIC") if a nonmember. All of the
Firstar subsidiary banks are also subject to examination by the FDIC.
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In recent years Congress has enacted significant legislation which has
substantially changed the federal deposit insurance system and the regulatory
environment in which depository institutions and their holding companies
operate. The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA"), the Comprehensive Thrift and Bank Fraud Prosecution and Taxpayer
Recovery Act of 1990 and the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA") have significantly increased the enforcement powers of
the federal regulatory agencies having supervisory authority over Firstar and
its subsidiaries. FIRREA also provides that all commonly controlled FDIC insured
depository institutions may be held liable for any loss incurred by the FDIC
resulting from a failure of, or any assistance given by the FDIC, to any of such
commonly controlled institutions. Federal regulatory agencies have implemented
provisions of FDICIA with respect to taking prompt corrective action when a
depository institution's capital falls to certain levels. Under the rules, five
capital categories have been established which range from "critically
undercapitalized" to "well capitalized". Failure of a depository institution to
maintain a capital level within the top two categories will result in specific
actions from the federal regulatory agencies. These actions could include the
inability to pay dividends, restricting new business activity, prohibiting bank
acquisitions, asset growth limitations and other restrictions on a case by case
basis.
In addition to the impact of regulation, commercial banks are affected
significantly by the actions of the Federal Reserve Board as it attempts to
control the money supply and credit availability in order to influence the
economy. Changes to such monetary policies have had a significant effect on
operating results of financial institutions in the past and are expected to have
such an effect in the future; however, the effect of possible future changes in
such policies on the business and operations of Firstar cannot be determined.
ITEM 2. PROPERTIES
On December 31, 1999, Firstar had 1200 banking locations, of which
approximately 625 were owned and 575 were leased. All of these offices are
considered by management to be well maintained and adequate for the purpose
intended. See Note 8 of the Notes to Consolidated Financial Statements included
in Firstar's 1999 Annual Report to Shareholders which is incorporated herein by
reference for further information on properties.
ITEM 3. LEGAL PROCEEDINGS
Firstar and its subsidiaries are subject to various legal actions and
proceedings in the normal course of business, some of which involve substantial
claims for compensatory or punitive damages. Although litigation is subject to
many uncertainties and the ultimate exposure with respect to these matters
cannot be ascertained, management does not believe that the final outcomes will
have a material adverse effect on the financial condition of Firstar.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Special meetings of shareholders of old Firstar Corporation and
Mercantile Bancorporation Inc. were held on July 28, 1999 to approve the merger
of the two companies. The result of this vote was previously reported in the
Form 10-Q of Firstar for the period ended September 30, 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
See Note 28 of the Notes to the Consolidated Financial Statements
included in Firstar's 1999 Annual Report to Shareholders which is incorporated
by reference for information on stock price ranges and dividends. The principal
markets for the quotations of stock prices is the New York Stock Exchange. There
were approximately 46,000 holders of record of Firstar's $0.01 par value Common
Stock on March 13, 2000.
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ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is included on page 15 of
Firstar's 1999 Annual Report to Shareholders which is incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is included on pages 16 to 32 of
Firstar's 1999 Annual Report to Shareholders which is incorporated by reference.
ITEM 7A. QUATITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included on pages 19 to 20 of
Firstar's 1999 Annual Report to Shareholders which is incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of Firstar, the accompanying
Notes to Consolidated Financial Statements and the Report of Independent
Auditors contained in Firstar's 1999 Annual Report to Shareholders are
incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Notice of the 2000 Annual Meeting and Proxy Statement filed
pursuant to Regulation 14A is incorporated by reference.
Executive Officers of the Registrant
The following is a list of the twenty-seven executive officers of Firstar as of
February 29, 2000. All of these officers are elected annually by their
respective boards of directors. All of the officers have been employed by
Firstar or Mercantile Bancorporation Inc. and/or one or more of its subsidiaries
during the past five years with the exceptions of Mr. Arrigoni who was
previously employed by a banking organization acquired by Firstar and Messrs
Chenevich, Hasten, Quinlan and Rea who were previously employed by banking
companies or financial services companies. There are no family relationships
between any of the executive officers.
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Name Age Position
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Jerry A Grundhofer 55 President and Chief Executive Officer
W. Randolf Adams 55 Executive Vice President, Mercantile Conversion Management
John Q. Arnold 55 Executive Vice President, Corporate Risk Management
Daniel A Arrigoni 49 Executive Vice President, Mortgage Banking
Kathy P. Beechem 48 Executive Vice President, Metro and In-Store Banking
Daniel B. Benhase 40 Executive Vice President, Trust
Joseph A. Campanella 57 Executive Vice President, Community Banking
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Jennie P. Carlson 39 Executive Vice President, General Counsel and Secretary
William L Chenivich 56 Vice Chairman, Information Systems and Operations
Richard K. Davis 41 Vice Chairman, Consumer Banking
John R. Elmore 43 Executive Vice President, Community Banking Midwest
Russell L. Goldammer 43 Senior Vice President, Data Processing
Kenneth R. Griffith 52 Executive Vice President, Retail Lending and Finance Company
Joseph E. Hasten 47 Bank Vice Chairman, Large Corporate and Specialty Business
John R. Heistad 53 Executive Vice President, Credit Administration
James D. Hogan 55 Executive Vice President and Controller
Jerome C. Kohlhepp 53 Executive Vice President, Specialized Lending
Bruce R. Laning 40 President and Chief Executive Officer, FIRMCO
Mark J. Masuhr 56 Executive Vice President, Commercial Products
David M Moffett 47 Vice Chairman and Chief Financial Officer
Mark D. Quinlan 39 Executive Vice President, Information Systems
Thomas E. Rea 51 Senior Vice President, Information Systems
Jeffrey S. Rosen 36 Executive Vice President, Small Business Banking
Stephen E. Smith 52 Executive Vice President, Human Resources
Steven M. Soroka 38 Senior Vice President, Corporate Services
Patricia A. Wesner 46 Executive Vice President, Credit Card/Debit Card
Jay B. Williams 48 Executive Vice President, Commercial Banking
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ITEM 11. EXECUTIVE COMPENSATION
The Notice of the 2000 Annual Meeting and Proxy Statement filed
pursuant to Regulation 14A is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Notice of the 2000 Annual Meeting and Proxy Statement filed
pursuant to Regulation 14A is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Notice of the 2000 Annual Meeting and Proxy Statement filed
pursuant to Regulation 14A is incorporated by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)1. Financial Statements
The following financial statements of Firstar are incorporated by
reference from pages 33 to 56 of the 1999 Annual Report to Shareholders.
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Consolidated Balance Sheets as of December 31, 1999 and 1998
Consolidated Statements of Income for the Years Ended December 31,
1999, 1998 and 1997
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the Years Ended December 31,
1999, 1998 and 1997
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a)2. Financial Statement Schedules
All financial statement schedules have been included in the
consolidated financial statements or are either not applicable or not
significant.
(a)3. Exhibits
3.1 Articles of Incorporation of Firstar Corporation (incorporated
by reference to Exhibit 3.1 of the Registration Statement No.
333-64099 of Firstar)
3.2 By-Laws of Firstar Corporation (incorporated by reference to
Exhibit 3.2 of the Registration Statement No. 333-64099
Firstar)
4.1 Preferred Shares Purchase Rights Plan of Firstar Corporation
(incorporated by reference to Exhibit 4.1 of Form 8-K/A dated
November 20, 1998 of Firstar)
10.1 1986 Stock Incentive Plan (previously filed as an exhibit to
Star Banc Corporation's Registration Statement No. 33-9494 and
incorporated by reference)
10.2 Amended 1991 Stock Incentive Plan (previously filed as an
exhibit to Star Banc Corporation's 1993 Proxy Statement and
incorporated by reference)
10.3 1987 Deferred Compensation Plan (previously filed as an
exhibit to Star Banc Corporation's Registration Statement No.
33-10085 and incorporated by reference)
10.4 1996 Stock Incentive Plan (previously filed as an exhibit to
Star Banc Corporation's 1996 Proxy Statement and incorporated
by reference)
10.6 Severence and Employment Agreements of Mr. Grundhofer (
incorporated by reference to Exhibit 10.6 of the 1998 Form
10-K of Firstar)
13 1999 Annual Report to Shareholders
21. Subsidiaries of Firstar Corporation
23. Consent of Independent Auditors
24. Powers of Attorney
27. Financial Data Schedule
Firstar will file with the Commission its long-term debt
indentures as exhibits upon request. Copies of exhibits may be
obtained at a cost of 30 cents per page upon written request
to the chief financial officer.
(b) Form 8-k
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, duly authorized as of January 10, 2001.
FIRSTAR CORPORATION
/s/ Jerry A. Grundhofer
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Jerry A. Grundhofer
President, Chief Executive Officer
and Director
Pursuant to the requirement of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated as of January 10, 2001.
/s/ Jerry A. Grundhofer
--------------------------------
Jerry A. Grundhofer
President, Chief Executive Officer
and Director
/s/ David M. Moffett /s/ James D. Hogan
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David M.
Moffett James D. Hogan
Vice Chairman and Chief Financial Officer Executive Vice President and
Controller
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DIRECTORS
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Victoria Buyniski Gluckman* Thomas H. Jacobsen* O'dell M. Owens, M.D.,M.P.H.*
John C. Dannemiller* Sheldon B. Lubar* Thomas E. Petry*
David B. Garvin* Frank Lyon, Jr.* Craig D. Schnuck*
J. P. Hayden, Jr.* Daniel F. McKeithan, Jr.* John J. Stollenwerk*
Joe F. Hladky* David B. O'Maley* Patrick T. Stokes*
Roger L. Howe* William W. Wirtz *
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/s/ Jerry A. Grundhofer
*By
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Jerry A. Grundhofer
Attorney-in-Fact
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EXHIBIT INDEX
Exhibits
3.1 Articles of Incorporation of Firstar Corporation (incorporated
by reference to Exhibit 3.1 of the Registration Statement No.
333-64099 of Firstar)
3.2 By-Laws of Firstar Corporation (incorporated by reference to
Exhibit 3.2 of the Registration Statement No. 333-64099
Firstar)
4.1 Preferred Shares Purchase Rights Plan of Firstar Corporation
(incorporated by reference to Exhibit 4.1 of Form 8-K/A dated
November 20, 1998 of Firstar)
10.1 1986 Stock Incentive Plan (previously filed as an exhibit to
Star Banc Corporation's Registration Statement No. 33-9494 and
incorporated by reference)
10.2 Amended 1991 Stock Incentive Plan (previously filed as an
exhibit to Star Banc Corporation's 1993 Proxy Statement and
incorporated by reference)
10.3 1987 Deferred Compensation Plan (previously filed as an
exhibit to Star Banc Corporation's Registration Statement No.
33-10085 and incorporated by reference)
10.4 1996 Stock Incentive Plan (previously filed as an exhibit to
Star Banc Corporation's 1996 Proxy Statement and incorporated
by reference)
10.6 Severence and Employment Agreements of Mr. Grundhofer (
incorporated by reference to Exhibit 10.6 of the 1998 Form
10-K of Firstar)
13 1999 Annual Report to Shareholders
21. Subsidiaries of Firstar Corporation
23. Consent of Independent Auditors
24. Powers of Attorney
27. Financial Data Schedule
Firstar will file with the Commission its long-term debt
indentures as exhibits upon request. Copies of exhibits may be
obtained at a cost of 30 cents per page upon written request
to the chief financial officer.
