<PAGE>
As filed with the Securities and Exchange Commission on February 8, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-3
PRE-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------------
FIRST SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 6711 87-6118148
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation Classification
or organization) Code Number)
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 246-5706
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
SCOTT C. ULBRICH
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FIRST SECURITY CORPORATION
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 246-5706
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
------------------------
Copies To:
A. ROBERT THORUP, ESQ. FRED B. WHITE, III, ESQ.
RAY, QUINNEY & NEBEKER SKADDEN, ARPS, SLATE, MEAGHER & FLOM
79 SOUTH MAIN STREET 919 THIRD AVENUE
SALT LAKE CITY, UTAH 84111 NEW YORK, NEW YORK 10022
(801) 532-1500 (212) 735-2000
(FAX) (801) 532-7543 (FAX) (713) 655-5181
------------------------
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the Effective Time of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following
box. / x /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Title of each class of Amount to be registered Proposed Maximum Proposed Maximum Amount of registration
securities to be registered offering price per share aggregate offering price fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($1.25 5,360.383 shares $28.125(1) $150,760,770 $60,304.30
par value) (already paid)
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock Rights(2) 5,360,383 rights None None None
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee, as determined January 27, 1994.
(2) Each share of Common Stock registered hereby includes one Right to
purchase additional securities of the Company, which Right will not be
evidenced separately from the Common Stock prior to the occurrence of
certain events. These Rights will be triggered by a future
acquisition of a certain percentage of the Company's outstanding
Common Stock by a stockholder or group of stockholders.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE TIME UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
This Registration Statement consists of 21 consecutively numbered pages.
The Exhibit Index is on consecutively numbered page 20.
<PAGE>
CROSS-REFERENCE SHEET
FIRST SECURITY CORPORATION
<TABLE>
<CAPTION>
ITEM ITEM LOCATION IN PROSPECTUS
NO. ---- ----------------------
- -----
<S> <C> <C>
1 Forepart of Registration Facing page, cross-reference
Statement and Outside Front sheet; cover page of Prospectus
Cover Page of Prospectus
2 Inside Front and Outside Available Information;
Back Cover Pages of Incorporation of Certain
Prospectus Documents by Reference
3 Summary Information, Risk Cover Page of Prospectus
Factors and Ration of
Earnings to Fixed Charges
4 Use of Proceeds Not Applicable
5 Determination of Offering Not Applicable
Price
6 Dilution Not Applicable
7 Selling Security Holders Selling Shareholders
8 Plan of Distribution Not Applicable
9 Description of Securities Incorporation of Certain
to be Registered Documents by Reference
10 Interests of Named Experts Not Applicable
and Counsel
11 Material Changes Not Applicable
12 Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
13 Disclosure of Commission Disclosure of Commission Position
Position on Indemnification on Indemnification for Securities
for Securities Act Act Liabilities
Liabilities
Exhibit Index Page II-8
</TABLE>
i
<PAGE>
PROSPECTUS
FIRST SECURITY CORPORATION
5,360,383 Shares of Common Stock
$1.25 Par Value
________________________________________
This Prospectus relates to up to 5,360,383 shares of common stock (the
"Shares") of First Security Corporation (the "Company") which may be offered
from time to time by the selling shareholders named herein (the "Selling
Shareholders"). The Company will not receive any of the proceeds from the sale
of the Shares. The Company will bear the costs relating to the registration of
the Shares, estimated to be approximately $80,000.
The Shares may be offered for sale from time to time by the Selling
Shareholders named herein, or by their pledgees, donees, transferees or other
successors in interest, to or through underwriters or directly to other
purchasers or through agents in one or more transactions through the National
Market System of the National Association of Securities Dealers Automated
Quotation System (the "NASDAQ/NMS"), in the over-the-counter market, in one or
more private transactions, or in a combination of such methods of sale, at
prices and on terms then prevailing, at prices related to such prices, or at
negotiated prices. The Selling Shareholders may pledge all or a portion of the
Shares owned by them as collateral in loan transactions. Upon default by the
Selling Shareholders, the pledgee in such loan transaction would have the same
rights of sale as the Selling Shareholders under this Prospectus. The Selling
Shareholders may also transfer Shares owned by them by gift and upon any such
transfer the donee would have the same rights of sale as such Selling
Shareholders under this Prospectus. The Selling Shareholders and any brokers
and dealers through whom sales of the Shares are made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, and
the commissions or discounts and other compensation paid to such persons may be
regarded as underwriters' compensation.
Certain of the Selling Shareholders have also agreed not to effect public
sales during specified periods, including before and after certain underwritten
public offerings of the Company's securities. (SEE "Plan of Distribution.")
The Shares are traded on the NASDAQ/NMS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE
FUND OR ANY OTHER GOVERNMENT AGENCY.
________________________________________
The date of this Prospectus is March 1, 1994
All of the securities offered hereby are to be offered for the account of
existing security holders.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and in accordance
therewith file periodic reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Copies of such reports,
proxy statements and other information can be obtained, upon payment of
prescribed fees, at the Public Reference Room of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and other
information can also be inspected at the Commission's facilities referred to
above and at the Commission's Regional Offices at Suite 1400, 500 West Madison
Street, Chicago, Illinois 60621-2511, and Room 1228, 75 Park Place, New York,
New York 10007. In addition, the Company's Common Stock is included for
quotation on the National Association of Securities Dealers Automated
Quotation/National Market System ("NASDAQ/NMS"), and such reports, proxy
statements and other information concerning FSC should be available for
inspection and copying at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form S-3
(together with any amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended ("Securities Act"), with respect to the
Company's Common Stock offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits thereto,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information, reference is made to
the Registration Statement, including the exhibits thereto.
Statements contained in this Prospectus or in any documents incorporated in
this Prospectus by reference as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference. The Registration
Statement may be inspected by anyone without charge at the principal office of
the Commission in Washington, D.C., and copies of all or any part of it may be
obtained from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents filed with
the Commission by the Company (File No. 1-6906):
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1992; and
(b) The Company's Proxy Statement dated March 15, 1993; and
-2-
<PAGE>
(c) The Company's Quarterly Reports on Form 10-Q for the
calendar quarters ended March 31, 1993, June 30, 1993 and
September 30, 1993; and
(d) The Company's Current Reports on Form 8-K dated November
19, 1993 and January 24, 1994; and
(e) Description of the Company's Capital Stock as included in
the Company's Registration Statement on Form S-3, filed
with the Commission on September 13, 1991, Commission File
Number 33-42784.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus are incorporated herein by reference, and such documents shall be
deemed to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER THAN EXHIBITS
TO SUCH DOCUMENTS, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED UPON WRITTEN OR ORAL REQUEST DIRECTED TO FIRST SECURITY
CORPORATION, ATTENTION: SCOTT C. ULBRICH, EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, SUITE 200, 79 SOUTH MAIN STREET, SALT LAKE CITY, UTAH 84111;
TELEPHONE NUMBER (801) 246-5706.
No agent or officer of the Company, nor any other person, has been authorized
to give any information or to make any representations other than as contained
herein; and, if given or made, such information or representations should not be
relied upon as having been authorized by the Company. Neither the delivery of
this Prospectus nor any sale or exchange made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs or operations of the Company since the date of this Prospectus, or that
the information herein is correct as of any time subsequent to such date.
-3-
<PAGE>
THE COMPANY
The Company is a Delaware incorporated multi-bank holding company
headquartered in Salt Lake City, Utah. At September 30, 1993, the Company and
its subsidiaries had total consolidated assets, deposits, and shareholders'
equity of $8.46 billion, $5.91 billion and $711 million, respectively.
The Company maintains its executive offices at 79 South Main Street, Salt Lake
City, Utah 84111, telephone 801-246-6000.
The principal assets of the Company are the capital stock of (a) First
Security Bank of Utah, N.A. ("FSBU") (approximately 99.9% owned), (b) First
Security Bank of Idaho, N.A. ("FSBI") (100% owned), and (c) First Security Bank
of New Mexico, N.A. (100% owned) all of which provide a range of banking
services.
The Company also owns 99.9% of the outstanding capital stock of First Security
Bank of Wyoming, a Wyoming state bank, 100% of the outstanding capital stock of
First Security Bank of Nevada (Las Vegas), and 100% of the outstanding capital
stock of First Security Bank of Oregon, an Oregon savings bank. (All of the
Company's banking subsidiaries will be referred to hereafter as "the Banks".)
Nonbank subsidiaries owned by the Company include a leasing company, a mortgage
company, a securities broker-dealer, an investment adviser, an insurance agency,
a credit life insurance company and a management and services subsidiary. The
securities subsidiaries are subject to regulation and supervision by the
Commission and applicable state securities authorities. The insurance agency
and credit life insurance company are regulated by applicable state insurance
regulators.
In addition to its equity investment in its subsidiaries, the Company directly
or indirectly raises funds principally to finance the operations of its nonbank
subsidiaries. A substantial portion of the Company's cash flow is typically
derived from dividends directly from its bank and nonbank subsidiaries, and from
interest on loans to the Company's nonbank subsidiaries.
SELLING SHAREHOLDERS
The 1,188,288 Shares of the Company's Common Stock described in this
Prospectus are owned by the persons listed below. All of the shares offered
hereby were acquired by the listed persons in connection with the acquisition of
First National Financial Corporation ("FNFC") by the Company on November 19,
1993, and the Shares are being registered by the Company for resale by the
Selling Shareholders pursuant to that certain Registration Rights Agreement
dated as of November 19, 1993 between the Company and each of the Selling
Shareholders.
Of the Selling Shareholders, Mrs. Colleen J. Maloof and Messrs. Joseph G.,
Gavin P., George J., Jr., Phillip J., Phillip F. and Michael J. Maloof were
Directors of FNFC prior to the
-4-
<PAGE>
merger of FNFC with and into the Company. All of the Selling Shareholders
participated directly or indirectly in the negotiation of the merger between
FNFC and the Company.
In recognition of the fact that each of the Selling Shareholders may wish to
be legally permitted to sell his/her shares, other than in transactions exempt
from registration under the securities laws, when he/she deems appropriate, the
Company has filed with the Securities and Exchange Commission a Registration
Statement on Form S-3 under the Securities Act of 1933 (the "Securities Act"),
of which this Prospectus forms part, with respect to the resale of the Shares
from time to time. The Shares may be resold in transactions on the NASDAQ/NMS,
on which the Shares are included and traded, in other public securities markets
or in private transactions or other transactions exempt from registration under
the Securities Act. (SEE "Plan of Distribution.")
<TABLE>
<CAPTION>
SHARES OWNED SHARES SHARES OWNED
PRIOR TO OFFERED AFTER
THIS OFFERING HEREBY OFFERING
------------- ------- ------------
SELLING SHAREHOLDERS
- --------------------
<S> <C> <C> <C>
Adrienne M. Maloof 280,339 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Colleen J. Maloof 92,502 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Gavin P. Maloof 496,373 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
George J. Maloof, Jr. 354,177 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Joseph G. Maloof(1) 499,964 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Michael J. Maloof 417,272 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Phillip J. Maloof 359,750 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
The Estate of George J.
Maloof, Colleen J. 1,671,718 (2) (2)
Maloof, Personal Representative
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED SHARES SHARES OWNED
PRIOR TO OFFERED AFTER
THIS OFFERING HEREBY OFFERING
------------- ------- -------------
SELLING SHAREHOLDERS
- --------------------
<S> <C> <C> <C>
Colleen J. Maloof, Trustee 415,989 (2) (2)
for Adrienne M. Maloof,
George J. Maloof, and
Phillip J. Maloof
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Dee T. Maloof 38,562 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Judy F. Maloof 82,275 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
The Estate of Michael Joseph 72,981 (2) (2)
Maloof, Jr., Michael J. Maloof,
Personal Representative
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Helen Rene Maloof Aranda 87,424 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Sharon Dee Maloof 79,664 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Tamara Maloof 100,067 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Phillip F. Maloof 311,326 (2) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
TOTAL SHARES 5,360,383 (2) (2)
- ------------
<FN>
(1) Selling Shareholders serving as Directors of or employed by the
Company following the acquisition of FNFC.
(2) The Shares covered by this Prospectus may be offered from time to
time on a delayed or continuing basis by some or all of the Selling
Shareholders.
</TABLE>
Except as described above, none of the Selling Shareholders had any
position, office or other material relationship within the past three years with
the Company or any of
-6-
<PAGE>
its affiliates, except Mr. Joseph G. Maloof who was elected as a Director of the
Company on January 24, 1994.
The information set forth above excludes shares of the Company's
Common Stock held by affiliates of the Selling Shareholders in their own right
or by the Selling Shareholders or their affiliates in investment accounts, trust
accounts, custody accounts or in other similar capacities. All of the shares
listed in the preceding table are offered hereby.
The Shares of Common Stock registered hereby were acquired by the
Selling Shareholders pursuant to the Merger Agreement, a copy of which is
incorporated by reference as an exhibit to the Securities Act Registration
Statement of which this prospectus forms a part.
PLAN OF DISTRIBUTION
Any distribution of the Shares by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest, may be effected
from time to time in one or more of the following transactions: (a) to
underwriters who will acquire the Shares for their own account and resell them
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale (any
public offering price and any discount or concessions allowed or reallowed or
paid to dealers may be changed from time to time); (b) through brokers, acting
as principal or agent, in transactions (which may involve block transactions) on
the NASDAQ/NMS, in special offerings, or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices; or (c) directly or through brokers or
agents in private sales at negotiated prices, or by any other legally available
means.
The Selling Shareholders and any such underwriters, brokers, dealers
or agents, upon effecting the sale of the Shares, may be deemed "underwriters"
as that term is defined by the Securities Act.
Underwriters participating in any offering made pursuant to this
Prospectus (as amended or supplemented from time to time) may receive
underwriting discounts and commissions, and discounts or concessions may be
allowed or reallowed or paid to dealers, and brokers or agents participating in
such transactions may receive brokerage or agent's commissions or fees.
Pursuant to the Registration Rights Agreement, the Selling
Shareholders have agreed, among other things, not to effect a public sale or
distribution (including a sale under Rule 144 promulgated under the Securities
Act of 1933 but excluding private sales) of any of the Shares during the 14 days
prior to, and the 90 days after, the execution of an underwriting agreement or
the effective date of a registration statement filed by the Company in
connection with an underwritten offering of shares of Common Stock. Such
-7-
<PAGE>
time periods may be shortened with the consent of the managing underwriter of
any such offering.
At the time a particular offering of Shares is made, to the extent
required by law, a Prospectus Supplement will be distributed which will set
forth the amount of Shares being offered and the terms of the offering,
including the purchase price or public offering price, the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
Shares purchased from the Selling Shareholder, any discounts, commissions and
other items constituting compensation from the Selling Shareholder and any
discounts, commissions or concessions allowed or reallowed or paid to dealers.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless the Shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and complied with.
All costs, expenses and fees in connection with the registration of
the Shares will be borne by the Company. Commissions and discounts, if any,
attributable to the sale of the Shares will be borne by the Selling
Shareholders. The Selling Shareholders may agree to indemnify any agent, dealer
or broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. The Company and the Selling Shareholders have agreed to indemnify each
other and certain other persons against certain liabilities in connection with
the offering of the Shares, including liabilities arising under the Securities
Act.
EXPERTS
The consolidated financial statements as of December 31, 1992 and
1991, and for each of the three years in the period ended December 31, 1992
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K have been audited by Deloitte & Touche, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
LEGAL MATTERS
The legality of the Company's Common Stock offered hereby and certain
other matters with respect to this offering have been passed upon for the
Company by Ray, Quinney & Nebeker P.C. As of December 31, 1993, attorneys at
Ray, Quinney & Nebeker, as a group, were beneficial owners of approximately 4.0%
of the total outstanding FSC Common Stock, and held no shares of FNFC Common
Stock.
-8-
<PAGE>
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its directors and officers as well as other employees
and individuals in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article 10 of the Company's By-Laws
requires indemnification to the full extent permitted under Delaware law and
provides certain rights to indemnification for directors, officers and employees
of the Company.
The Company also maintains an insurance policy insuring its Directors
and Officers against liability for certain acts or omissions while acting in
their official capacities.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING
THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED
THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND
IS THEREFORE UNENFORCEABLE. IN THE EVENT THAT A CLAIM FOR INDEMNIFICATION
AGAINST SUCH LIABILITIES (OTHER THAN THE PAYMENT BY THE COMPANY OF EXPENSES
INCURRED OR PAID BY A DIRECTOR, OFFICER OR CONTROLLING PERSON OF THE COMPANY 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, THE COMPANY 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 SECURITIES ACT AND WILL BE GOVERNED BY THE FINAL
ADJUDICATION OF SUCH ISSUE.
-9-
<PAGE>
- ----------------------------------------- -----------------------------------
- ----------------------------------------- -----------------------------------
TABLE OF CONTENTS
Page 5,360,383 Shares
----
Available Information. . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . 2
The Company. . . . . . . . . . . . . 3 FIRST SECURITY CORPORATION
Selling Shareholders . . . . . . . . 4
Experts. . . . . . . . . . . . . . . 6 Common Stock
Legal Matters. . . . . . . . . . . . 6
---------
Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities . . 7 PROSPECTUS
March 1, 1994
- ----------------------------------------- -----------------------------------
- ----------------------------------------- -----------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses relating to the registration of the Shares will be borne
by the registrant. Such expenses are estimated to be as follows:
<TABLE>
<S> <C>
Registration fee - Securities and
Exchange Commission $ 60,304.30
Accountant's fees $ 5,000.00
Legal fees $ 10,000.00
Miscellaneous $ 5,000.00
-----------
Total $ 79,304.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware contains
detailed provisions on indemnification of directors and officers of a Delaware
corporation against expenses, judgments, fines and amounts paid in settlement,
actually and reasonably incurred in connection with litigation.
The Certificate of Incorporation of First Security Corporation
provides for indemnification of directors and officers to the full extent
permitted or allowed by the laws of the State of Delaware, as such laws exist or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the registrant to provide broader
indemnification rights than permitted or allowed by Section 145). The
registrant also insures its officers and directors to the full extent permitted
by Section 145.
The directors and officers of the Registrant are entitled to
indemnification by the Selling Shareholder against liability arising by reason
of action by the Selling Shareholders in connection with this registration
statement.
II-1
<PAGE>
ITEM 16. LIST OF EXHIBITS
The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-6.
ITEM 17. 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
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the 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 (i) and (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) For purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 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
II-2
<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 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 offering therein, and the offering of such
securities at that time 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, First
Security Corporation has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Salt Lake City,
Utah, on the 28th day of February, 1994.
FIRST SECURITY CORPORATION
By: /s/ Morgan J. Evans
-------------------
Morgan J. Evans
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date or dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/** Spencer F. Eccles
- --------------------------
Spencer F. Eccles Chairman and Chief February 28, 1994
Executive Officer, Director
/s/** Morgan J. Evans
- --------------------------
Morgan J. Evans President and Chief February 28, 1994
Operating Officer, Director
/s/** Scott C. Ulbrich
- --------------------------
Scott C. Ulbrich Executive Vice President February 28, 1994
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/** James C. Beardall
- --------------------------
James C. Beardall Director February 28, 1994
/s/** Rodney H. Brady
- --------------------------
Rodney H. Brady Director February 28, 1994
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/** James E. Bruce
- --------------------------
James E. Bruce Director February 28, 1994
- --------------------------
Thomas D. Dee II Director February 28, 1994
/s/** Dr. David P. Gardner
- --------------------------
Dr. David P. Gardner Director February 28, 1994
/s/** Kendall D. Garff
- --------------------------
Kendall D. Garff Director February 28, 1994
/s/** U. Edwin Garrison
- --------------------------
U. Edwin Garrison Director February 28, 1994
/s/** David B. Haight
- --------------------------
David B. Haight Director February 28, 1994
/s/** Jay Dee Harris
- --------------------------
Jay Dee Harris Director February 28, 1994
/s/** Robert T. Heiner
- --------------------------
Robert T. Heiner Director February 28, 1994
- --------------------------
Howard W. Hunter Director February 28, 1994
/s/** Karen H. Huntsman
- --------------------------
Karen H. Huntsman Director February 28, 1994
/s/** G. Frank Joklik
- --------------------------
G. Frank Joklik Director February 28, 1994
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
/s/** B.Z. Kastler
- --------------------------
B. Z. Kastler Director February 28, 1994
/s/** Joseph G. Maloof
- --------------------------
Joseph G. Maloof Director February 28, 1994
/s/** Scott S. Parker
- --------------------------
Scott S. Parker Director February 28, 1994
/s/** Dr. Arthur K. Smith
- --------------------------
Dr. Arthur K. Smith Director February 28, 1994
/s/** James L. Sorenson
- --------------------------
James L. Sorenson Director February 28, 1994
/s/** Harold J. Steele
- --------------------------
Harold J. Steele Director February 28, 1994
</TABLE>
**By: /s/ A. Robert Thorup
----------------------
A. Robert Thorup
Attorney in Fact
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------ ----------- --------------
<S> <C> <C>
2. Agreement and Plan of Merger, dated as of ***
May 18, 1993, by and among First Security
Corporation ("FSC") and First National Finan-
cial Corporation. (Incorporated by reference
from the Company's Report on Form 8-K dated
May 18, 1993 (File No.1-6906)
10. Registration Rights Agreement between the ***
Company and the Selling Shareholders
(Incorporated by reference from the
Company's Report on Form 8-K dated
May 18, 1993 (File No.1-6906)
23. Consent of Deloitte & Touche 21 of 21
<FN>
*** Incorporated by reference
</TABLE>
II-8
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Pre-Effective Amendment No.
1 to Registration Statement No. 033-52205 of First Security Corporation on Form
S-3 of our report dated February 26, 1993, incorporated by reference in the
Annual Report on Form 10-K of First Security Corporation for the year ended
December 31, 1992, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
Deloitte & Touche
February 25, 1994
