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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
October 17, 1994
(Date of Report)
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FIRST SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-6906 87-6118148
(Commission File Number) (IRS Employer
Identification No.)
79 South Main, P.O. Box 30006
Salt Lake City, Utah 84130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(801) 246-5706
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Item 5. Other Events
The Registrant announces the closing on October 18, 1994 of the sale of
$100,000,000 face amount of its 7.875% Senior Notes due October 15, 1999 through
an underwritten offering by J.P. Morgan Securities Inc. and CS First Boston
Corporation.
Item 7. Financial Statements and Exhibits
The following exhibits are attached hereto and filed herewith according to
Item 601 of Regulation S-K:
4.1 Form of 7.78% Senior Note, due October 15, 1999.
4.2 Form of Terms Agreement dated October 11, 1994 between the Registrant
and the Underwriters.
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 thereunto duly authorized as of this 17th day of October, 1994.
FIRST SECURITY CORPORATION
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(Registrant)
/s/ Scott C. Ulbrich
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Scott C. Ulbrich
Executive Vice President &
Chief Financial Officer
(Principal Financial & Accounting Officer)
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EXHIBIT 4.1
GLOBAL NOTE
THIS SECURITY IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK
OR NONBANK SUBSIDIARY OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of The Depository Trust
Company or nominee of the Depositary. This Global Security is exchangeable for
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture, and no
transfer of this Security (other than a transfer of this Security as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary) may be registered except
in such limited circumstances.
FIRST SECURITY CORPORATION
7.875% Senior Notes due October 15, 1999
No. R-1 $100,000,000
CUSIP NO. 336 294 AE 3
FIRST SECURITY CORPORATION, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of One Hundred Million Dollars ($100,000,000) on October 15, 1999,
and to pay interest thereon from October 18, 1994 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on April 15 and October 15 in each year, commencing April 15,
1995, at the rate of 7.875% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the April 1 or October 1 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less
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than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of and interest on this Security will be made
on each Interest Payment Date or at Maturity by the Trustee as Paying Agent by
wire transfer of immediately available funds to a separate account of the
Depositary or its nominee at the Federal Reserve Bank of New York, provided
that, in the case of payments made at maturity of this Security, this Security
is presented to the Trustee in time for the Trustee to make such payments in
accordance with its normal procedures.
This Security is unsecured and is not redeemable (whether through the
operation of a sinking fund or otherwise) at the option of the Holder or the
Company prior to its Stated Maturity.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: October 18, 1994
[SEAL] FIRST SECURITY CORPORATION
By: -- Form Only --
____________________________
Scott C. Ulbrich
Executive Vice President and
Chief Financial Officer
Attest:
- - -- Form Only --
____________________________
Brad D. Hardy
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
As Trustee
By: -- Form Only --
______________________________
Authorized Signatory
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(REVERSE OF SECURITY)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 1, 1994 (herein called the
"Indenture"), between the Company and The First National Bank of Chicago, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to One
Hundred Million Dollars ($100,000,000).
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.
This Global Security shall be exchangeable for Securities registered
in the names of Persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
the Depositary or if at any time such Depositary ceases to be a clearing agency
registered under the United States Securities Exchange Act of 1934, at a time
when such Depositary is required to be so registered in order to act as a
Depositary, (ii) the Company executes and delivers to the Trustee a Company
Order that the Global Security shall be so exchangeable or (iii) there shall
have occurred and be continuing an Event of Default, or an event which, with the
giving of notice or the lapse of time, or both, would constitute an Event of
Default, with respect to the Securities. To the extent that the Global Security
is exchangeable pursuant to the preceding sentence, it shall be exchangeable for
Securities registered in such names as the Depositary shall direct.
Notwithstanding any other provision herein, the Global Security may
not be transferred except as a whole by the Depositary to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the
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Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
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As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Security shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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EXHIBIT 4.2
FIRST SECURITY CORPORATION
7.875% Senior Notes due October 15, 1999
TERMS AGREEMENT
October 11, 1994
First Security Corporation
79 South Main Street
Salt Lake City, Utah 84111
Attention: Scott C. Ulbrich,
Chief Financial Officer
Dear Ladies and Gentlemen:
We offer to purchase, on and subject to the terms and conditions of
the Underwriting Agreement filed as an exhibit to the Company's registration
statement on Form S-3 (No. 33-52609), a copy of which is attached hereto
("Underwriting Agreement"), the following Senior Debt Securities ("Securities")
on the following terms:
Title: 7.875% Senior Notes due October 15, 1999
Aggregate principal amount to be purchased: $100,000,000
Interest: 7.875% per annum, from October 18, 1994
Interest Payment Dates: April 15 and October 15 of each year, commencing April
15, 1995
Record Dates: April 1 and October 1
Date of Maturity: October 15, 1999
Optional Redemption: None
Sinking fund provisions: None
Delayed Delivery Contracts: None
Purchase price: 99.203% of principal amount, plus accrued interest, if any,
from October 18, 1994
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Expected Reoffering Price: 99.778% of principal amount, subject to change by
the undersigned
Indenture: Indenture dated as of March 1, 1994, between the Company and The
First National Bank of Chicago, as Trustee, relating to Senior Debt Securities
Defeasance provisions: None
Closing: 7:00 A.M. (Los Angeles time), on October 18, 1994, at Sullivan &
Cromwell, 444 South Flower Street, 12th Floor, Los Angeles, California 90071, in
same day funds or such other time and place as may be agreed to by the
Representatives and the Company
Names and Addresses of the Representatives:
J.P. Morgan Securities Inc.
CS First Boston Corporation
c/o J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260-0060
The respective principal amounts of the Securities to be purchased by
each of the Underwriters are set forth opposite their names in Schedule A
hereto.
The provisions of the Underwriting Agreement are incorporated herein
by reference.
The Securities will be made available for checking and packaging at
the office of The Depositary Trust Company at least 24 hours prior to the
Closing.
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If the foregoing offer is acceptable to you, please sign where
indicated below, whereupon this Agreement will be a binding agreement between
us.
Very truly yours,
J.P. MORGAN SECURITIES INC.
CS FIRST BOSTON CORPORATION
As Underwriters
By: J.P. MORGAN SECURITIES INC.
By: -- Form Only --
_____________________________
T. Kelley Millet
Managing Director
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SCHEDULE A
<TABLE>
<CAPTION>
Principal
Amount of
Securities
to be
Underwriter Purchased
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<S> <C>
J.P. Morgan Securities Inc........................... $ 50,000,000
CS First Boston Corporation.......................... $ 50,000,000
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Total...................................... $100,000,000
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</TABLE>
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To: J.P. Morgan Securities Inc.
CS First Boston Corporation
c/o J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260-0600
We accept the offer contained in the Terms Agreement, dated October
11, 1994, relating to $100,000,000 aggregate principal amount of 7.875% Senior
Notes due October 15, 1999. We also confirm that, to the best of our knowledge
after reasonable investigation, the representations and warranties of the
undersigned in the Underwriting Agreement attached hereto ("Underwriting
Agreement") are true and correct, no stop order suspending the effectiveness of
the Registration Statement (as defined in the Underwriting Agreement) or of any
part thereof has been issued and no proceedings for that purpose have been
instituted or, to the knowledge of the undersigned, are contemplated by the
Securities and Exchange Commission and, subsequent to the respective dates of
the most recent financial statements in the Prospectus (as defined in the
Underwriting Agreement), there has been no material adverse change in the
financial position or results of operations of the undersigned and its
subsidiaries except as set forth in or contemplated by the Prospectus.
Very truly yours,
FIRST SECURITY CORPORATION
By: -- Form Only --
___________________________
Scott C. Ulbrich
Executive Vice President and
Chief Financial Officer
