<PAGE>
As filed with the Securities and Exchange Commission on June 28, 1995.
Registration No. 33-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-3
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 juris- (Primary Standard Industrial (I.R.S. Employer
diction of incorporation Classification Code Number) Identification No.)
or organization)
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 246-6000
(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.
RAY, QUINNEY & NEBEKER
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 323-3359
(fax) (801) 323-3630
_________________
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. / /
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MINIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE OFFERING PRICE FEE
- - -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($1.25 1,500,000 shares $29.00(1) $43,500,000 $14,998.80
par value)
- - -----------------------------------------------------------------------------------------------
Common Stock Rights(2) 1,500,000 rights None None None
- - -----------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee, as determined on June 22, 1995.
(2) One Right to purchase Junior Series B Preferred Stock of FSC is
associated with each share of Common Stock. The Rights are not
transferable separately from the Common Stock except in limited
circumstances.
</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 consecutively numbered pages.
The Exhibit Index is on consecutively numbered page .
<PAGE>
CROSS-REFERENCE SHEET
FIRST SECURITY CORPORATION
<TABLE>
<CAPTION>
ITEM
NO. ITEM LOCATION IN PROSPECTUS
- - ---- ---- -----------------------
<S> <C> <C>
1 Forepart of Registration Facing page, cross-rederence sheet;
Statement and Outside cover page of Prospectus
Front Cover Page of Prospectus
2 Inside Front and Outside Back Available Information; Incorporation
Cover Pages of Prospectus of Certain Documents by Reference
3 Summary Information, Risk Incorporation of Certain Documents
Factors and Ration of Earnings by Reference
to Fixed Charges
4 Use of Proceeds Not Applicable
5 Determination of Offering Price Not Applicable
6 Dilution Not Applicable
7 Selling Security Holders Not Applicable
8 Plan of Distribution Entire Prospectus
9 Description of Securities to be Incorporation of Certain Documents
Registered by Reference
10 Interests of Named Experts and Not Applicable
Counsel
11 Material Changes Not Applicable
12 Incorporation of Certain Incorporation of Certain Documents
Information by Reference by Reference
13 Disclosure of Commission Disclosure of Commission Position
Position on Indemnification for on Indemnification for Securities
Securities Act Liabilities Act Liabilities
EXHIBIT INDEX PAGE
</TABLE>
<PAGE>
PROSPECTUS
[LOGO - FIRST SECURITY CORPORATION]
COMMON STOCK
($1.25 PAR VALUE)
__________________________________________
FIRST SECURITY CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK
PURCHASE PLAN
First Security Corporation's ("First Security") Dividend Reinvestment
and Common Stock Purchase Plan (the "Plan") provides First Security's
shareholders (hereafter "Shareholders") with a convenient and economical way
(a) to reinvest the dividends paid to them by First Security into additional
shares of First Security Common Stock, and (b) to purchase additional shares
of First Security Common Stock without payment of brokerage commissions or
service charges.
PARTICIPANTS IN THE PLAN MAY:
- Automatically reinvest cash dividends on all Eligible Shares
registered in their names;
- Automatically reinvest cash dividends on less than all of the
Eligible Shares registered in their names, and continue to
receive cash dividends on their remaining Eligible Shares;
- Invest optional cash payments of not less than $50.00 nor more
than $5,000 per month, whether or not the Shareholder's dividend
payments are then being reinvested;
- Arrange for the Plan to hold any or all of their already-owned
First Security shares by delivering to the Plan certificates now
held for such shares; and/or
- Direct the Plan to sell some or all of the Shareholder's First
Security shares held in the Plan, at substantial savings in
brokerage fees and other costs.
The price of shares of First Security Common Stock purchased under the
Plan through either dividend reinvestment or optional cash purchases will be
the average of the daily high and low sales prices of the Common Stock, as
reported by the National Association of Securities Dealers Automated
Quotations System ("NASDAQ") for the five trading days immediately prior to
the date of purchase.
This Prospectus relates to 2,500,000 shares of First Security Common
Stock available for sale and/or dividend reinvestment under the Plan; of
which remain unsold and available through the Plan as of the date hereof.
IT IS RECOMMENDED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
Shareholders who choose not to participate in the Plan will continue
to receive cash dividends on their First Security shares, as and when
declared, in the usual manner.
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 date of this Prospectus is September 30, 1995.
<PAGE>
QUESTIONS CONCERNING THE PLAN
Shareholders having questions about the Plan or about their Plan accounts
should address all correspondence concerning the Plan to:
First Security Bank of Utah, N.A., Plan Agent
First Security Corporation Dividend Reinvestment Plan
P.O. Box 25308
Salt Lake City, Utah 84125
Shareholders may also call the Plan Agent directly at (801)246-5289.
AVAILABLE INFORMATION
First Security is subject to the information disclosure requirements of
Securities Exchange Act of 1934, and in accordance therewith files reports
and other information with the Securities and Exchange Commission. Copies of
all reports and other information filed by First Security with the Securities
and Exchange Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549, at rates
prescribed and set by the Commission.
In addition, First Security files copies of its periodic reports and other
information with the National Association of Securities Dealers ("NASD").
Such materials may be inspected at the offices of the NASD at 1735 "K"
Street, N.W., Washington, D.C. 20006.
First Security has filed with the Securities and Exchange Commission a
registration statement (the "Registration Statement") under the Securities
Act of 1933 with respect to the 2,500,000 shares of First Security Common
Stock offered under the Plan. This Prospectus does not contain all
information set forth in the Registration Statement and Exhibits thereto,
certain parts of which are omitted in accordance with the rules and
regulations of the Securities and Exchange Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed and to be filed by First Security with the
Securities and Exchange Commission are incorporated by reference into this
Prospectus:
- First Security's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.
- First Security's Proxy Statement dated March 15, 1995,
used for the 1995 Annual Meeting of Shareholders.
<PAGE>
- First Security's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1995 and June 30, 1995.
- All other reports filed by First Security pursuant to
Section 13(a), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), since December
31, 1994.
- The description of First Security's Common Stock which is
contained in First Security's registration statements
heretofore filed with the Securities and Exchange
Commission pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by First Security pursuant to Section
13(a), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering made by this Prospectus shall be
deemed to be incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such documents.
First Security will provide without charge to each Shareholder to whom a
copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any or all of the documents incorporated herein by
reference (other than exhibits to such documents). Written requests for such
documents should be addressed to, Attn: S.E.C. Document Request, First
Security Corporation, P.O. Box 30006, Salt Lake City, Utah 84130. Telephone
requests may be directed to (801) 246-5706.
FIRST SECURITY CORPORATION
First Security, a Delaware corporation, is the nation's oldest multi-state
financial services holding company. First Security owns a number of
operating subsidiaries engaged in the following businesses:
- Full service commercial banking (in Utah, Idaho,
Nevada, New Mexico, Oregon and Wyoming)
- Full service insurance agency
- Full service retail securities brokerage (registered to
do business in Utah, Idaho, Nevada, New Mexico, Oregon,
Washington, Wisconsin and Wyoming)
- Municipal securities (local government advisory
services, securities placement, trading and
underwriting, as and where permitted by applicable law)
- Investment management (in Utah, Idaho, Nevada, New
Mexico and Oregon)
2
<PAGE>
- Credit card services and check processing
- Equipment leasing
- Foreign Currency Exchange
- Other related services
First Security Common Stock is traded over-the-counter on the National
Market System of NASDAQ and is registered with the Securities and Exchange
Commission under the Securities Act of 1934. This Prospectus covers
2,500,000 shares of First Security Common Stock that may be sold under the
Plan, of which are available for sale as of the date of this
Prospectus.
First Security's principal executive offices are located in Suite 200, 79
South Main Street, Salt Lake City, Utah 84111; and its main telephone number
is (801) 246-6000.
THE PLAN
The Plan was adopted by First Security in October, 1978, and amended in
1988, 1990 and 1995. To date, shares of Common Stock have been
sold to Shareholders through the Plan. The principal terms and conditions of
the Plan are set forth in the following information, some of which is
presented in the form of question and answer.
PURPOSE; USE OF PROCEEDS
The Plan provides Shareholders with a convenient and economical way of
reinvesting cash dividends and optional cash payments in additional shares of
First Security Common Stock without payment of brokerage commissions or
service charges. Recent changes in the Plan have also provided for
safekeeping of already owned shares as well as a method for the economical
liquidation of shares held in the Plan as may be needed by the participating
Shareholder from time to time.
Because First Security Common Stock will be purchased directly from First
Security under the Plan, First Security will thereby receive additional funds
to finance its continuing operations, and for other appropriate corporate
purposes.
3
<PAGE>
ADVANTAGES
The following advantages to First Security's Shareholders are expected
from participation in the Plan:
- Participating Shareholders may automatically reinvest
cash dividends on all Eligible Shares registered in
their names, thus increasing their investment in First
Security without payment of brokerage commissions or
fees;
- Alternatively, participating Shareholders may
automatically reinvest cash dividends on less than all
of the Eligible Shares registered in their names, and
continue to receive cash dividends on their remaining
Eligible Shares;
- Participants may send optional cash of not less than
$50.00 nor more than $5,000 per month, whether or not
the Shareholder's dividend payments are then being
reinvested, which will be used by the Plan Agent to
purchase additional shares of First Security Common
Stock in the Plan, thus adding to the Shareholder's
investment without brokerage fees or other costs, and
at times selected by the Shareholder;
- Participating Shareholders may arrange for the Plan to
hold any or all of their already-owned First Security
shares by delivering to the Plan certificates now held
for such shares; and/or
- Participants may direct the Plan Agent to sell some or
all of the Shareholder's First Security shares held in
the Plan for cash, at substantial savings in brokerage
fees and other costs.
- Full investment of funds is possible because the Plan
permits fractions of shares to be credited to your
account.
- Record-keeping is simplified under the Plan by means of
timely statements of account sent to each participant.
- The Plan assures safekeeping of shares of Common Stock
credited to your account because certificates are not
issued unless requested.
ADMINISTRATION OF THE PLAN
The Corporate Trust Division of First Security Bank of Utah, N.A. (the
"Plan Agent") administers the Plan, keeps records, sends statements of
account to participants, and performs other duties relating to the Plan. The
Plan Agent purchases shares of Common Stock from First Security as agent for
participants in the Plan, and credits such shares to the accounts of the
participants. The Plan Agent is a wholly-owned subsidiary of First Security.
4
<PAGE>
In administering the Plan, neither First Security nor the
Plan Agent (nor its nominees), will accept liability for any act
done in good faith or for any good faith omission to act, unless
that act or omission can legally be called recklessness or was
intentionally done. NEITHER FIRST SECURITY NOR THE PLAN AGENT
GUARANTY A PROFIT ON SHARES PURCHASED THROUGH THE PLAN, NOR DOES
EITHER ENTITY PROTECT YOU AGAINST A LOSS ON SHARES PURCHASED
UNDER THE PLAN.
ELIGIBILITY TO PARTICIPATE IN THE PLAN; ELIGIBLE SHARES
All First Security Shareholders owning Eligible Shares are
eligible to participate in the Plan.
For purposes of the Plan, Eligible Shares are (a) shares of
First Security Common Stock now or hereafter issued and held
fully paid for by a Shareholder and (b) any other securities
issued by First Security and held by a Shareholder, and which are
designated by First Security at the time of issuance or
thereafter as Eligible Shares under the Plan.
PARTICIPATION; GETTING STARTED IN THE PLAN; CHANGING DIRECTIONS
TO THE PLAN AGENT
A Shareholder may participate in the Plan at any time by
completing and signing an Authorization Card, and returning it to
the Plan Agent.
Shareholders owning Eligible Shares registered in names
other than their own (for example, in the name of a broker or
Plan Agent nominee) must either arrange for the shares to be
transferred into their own names, or by making appropriate
arrangements with their brokers or nominees to participate in the
Plan on their behalf. An Authorization Card and a postage-paid
return envelope may be obtained at any time by writing to First
Security Bank of Utah, N.A., DRIP Plan Agent, P.O. Box 25308,
Salt Lake City, Utah 84125, or by calling (801) 246-5289.
An Authorization Card will be sent to all new Shareholders,
and one can be requested at any time from the Plan Agent. By
checking the "Full Dividend Reinvestment" box on the
Authorization Card, the Plan Agent will apply all cash dividends
on all Eligible Shares then or subsequently registered in the
Participant's name, together with any optional cash payments made
in the Plan, toward the purchase of additional shares of First
Security Common Stock for the account of the Participant. By
checking the "Partial Dividend Reinvestment" box on the
Authorization Card, the Plan Agent will remit cash dividends paid
on the number of full Eligible Shares specified in the
appropriate space on the Authorization Card, and will apply the
dividends earned on any remaining Eligible Shares (then owned or
subsequently acquired), together with any optional cash payments
made under the Plan, to the purchase of shares of First Security
Common Stock.
The Plan Agent will reinvest dividends on all shares of
First Security Common Stock credited to a Shareholder's account
under the Plan as per the initial or subsequent written
directions on the Authorization Card until (a) the Shareholder
specifies otherwise by notice in
5
<PAGE>
writing delivered to the Plan Agent, or (b) the Shareholder withdraws from
the Plan, or (c) the Plan is terminated. SHAREHOLDERS MAY CHANGE THEIR
DIRECTIONS TO THE PLAN AGENT AT ANY TIME BY COMPLETING AND SIGNING A NEW
AUTHORIZATION CARD AND RETURNING IT TO THE PLAN AGENT.
Completed Authorization Cards received by the Plan Agent, or
otherwise on file with the Plan Agent, before the Record Date for
determining the Shareholders entitled to receive the next
dividend, will cause reinvestment of dividends in accordance with
the directions specified on the Authorization Card to begin with
that Record Date's dividend. First Security Common Stock
dividend payment dates are ordinarily approximately the 10th day
of March, June, September and December in each year. Record
dates are generally around the 15th day of February, May, August
and November in each year. An Authorization Card received on or
after a Record Date will result in the dividend associated with
that Record Date being paid in cash, or as previously directed in
a prior Authorization Card, and reinvestment of dividends in
accordance with the direction on the new Authorization Card
starting with payment of the next following dividend.
OPTIONAL CASH INVESTMENT PAYMENTS
Participants in the Plan may purchase additional shares of
First Security Common Stock in their Plan accounts by making
optional cash payments at any time, even in irregular intervals
and in varying amounts. THERE IS NO OBLIGATION TO MAKE OPTIONAL
CASH PAYMENTS.
No cash payment will be accepted by the Plan Agent if it is
less than $50.00 or more than $5,000 in any month. For the
purpose of computing the $5,000 monthly limit on optional cash
payments, all accounts having the same social security or tax
identification number will be considered part of the same
account.
An optional cash payment may be made be enclosing a check or
money order with the Authorization Card when first enrolling in
the Plan, or when changing directions to the Plan Agent by means
of a new Authorization Card; and thereafter by sending a check or
money order to the Plan Agent with a PAYMENT FORM which will be
detachable from each quarterly statement of account mailed out by
the Plan Agent. Checks and money orders must be in United States
Dollars and made payable to "First Security Bank of Utah, N.A.,
DRIP Plan Agent." No interest will be paid on optional cash
payments held by the Plan Agent pending the share purchase date
for that month.
Purchases of shares with optional cash payments will be made
on the 15th day of each month OTHER THAN a month in which
dividends are paid (ordinarily March, June, September and
December), and on the dividend payment date in the months when a
dividend is paid, which normally is the 10th of March, June,
September and December. This date of purchase of new shares
under the Plan is referred to as the "Investment Date" in the
Plan. If an Investment Date falls on a Saturday, Sunday or
holiday, shares will be purchased on the next following business
day. Participants will become owners of shares of Common Stock
purchased under the Plan as of the Investment Date on which the
shares are purchased for the Participant. In order to allow
sufficient time for processing, optional cash payments must be
received no later than two (2)
6
<PAGE>
business days prior to an Investment Date. Optional cash payments which are
not received by the Plan Agent at least two (2) business days prior to an
Investment Date in any month will be applied to the purchase of Common Stock
on the next following Investment Date.
Except in the case of requests for withdrawal from the Plan,
optional cash payments received by the Plan Agent will be
returned to participants upon written request if such request is
received by the Plan Agent no later than 48 hours prior to the
Investment Date. (See "Withdrawal From the Plan," below.)
Shares of First Security Common Stock will be purchased
directly from First Security under the Plan. The shares will
come from authorized but unissued shares and/or from shares
having been repurchased in the market and held in treasury. A
total of 2,500,000 shares are registered with the Securities and
Exchange Commission for sale under the Plan. As of the date of
this Prospectus, slightly less than 1,500,000 shares remain
available for purchase under the Plan.
The purchase price of shares of First Security Common Stock
under the Plan will be the average of the daily closing "bid" and
"asked" prices of the Common Stock (as reported by NASDAQ) for
each of the five trading days (in which shares of Common Stock
were traded) ending on the Investment Date or, if the NASDAQ
National Market System is closed on the Investment Date, the five
trading days immediately preceding the Investment Date. The
purchase price under the Plan may be higher or lower than the
closing price of the Common Stock on the Investment Date.
There are no brokerage fees for Plan purchases because
shares are purchased directly from First Security. All costs of
administration of the Plan will be paid by First Security.
REINVESTMENT OF DIVIDENDS
Reinvestment of dividends will be made on the date when the
dividend is paid, referred to as an "Investment Date" in the
Plan. The price at which shares will be acquired with reinvested
dividends is the same price, described above, at which shares can
be purchased with optional cash payments under the Plan.
The number of shares of First Security Common Stock that
will be purchased on an Investment Date in any account will
depend on the amount of dividends to be invested, the amount of
any optional cash payments then being held by the Plan Agent, and
the purchase price determination. Plan accounts will be credited
with the number of shares of First Security Common Stock
(including fractions computed to three decimal places) that
results from dividing the cash then in the account to be invested
(including dividends) by the applicable purchase price (computed
to three decimal places).
7
<PAGE>
REPORTS TO PARTICIPANTS
Following each quarterly Investment Date, the Plan Agent
will mail a statement of account showing amounts invested, the
purchase price, the number of shares purchased, and other
information for the year to date. Participants also will receive
year-end statements containing additional information relating to
income tax matters. These statements are your record of the costs
of your purchases and should be retained for income tax and other
purposes. In addition, you will receive First Security's
quarterly and annual reports to Shareholders, and its Annual
Shareholders Meeting Proxy Statement.
CERTIFICATES FOR SHARES
Shares of First Security Common Stock purchased by the Plan
Agent initially will be registered in the name of the Plan Agent,
as nominee, and certificates for shares will not be issued to
shareholders unless so requested in writing. The total number of
new shares credited to accounts will be shown on each periodic
statement sent out by the Plan Agent. This custodial service
protects against the risk of loss, theft or destruction of stock
certificates.
Effective on September 30, 1995, participating shareholders
may send certificates for already owned shares of First Security
Common Stock to the Plan Agent for safekeeping and convenience
through the accounting reports of the Plan Agent.
Certificates for any number of whole shares held in a Plan
account will be issued to the participating shareholder upon
written request to the Plan Agent, and certificates for all whole
shares then in a Plan account will be issued to the Participating
shareholder upon withdrawal from the Plan. (See "Withdrawal From
the Plan," below.) Certificates for fractions of shares will not
be issued under any circumstances. Upon liquidation of a plan
account, fractional shares will be paid in cash, based on the
closing sale price on the NASDAQ National Market System for First
Security Common Stock on the date of account closure.
When issued, certificates for whole shares of First Security
Common Stock will be registered in the same name in which the
participant's Plan account is maintained. This generally will be
the name or names in which a participating shareholder's shares
are registered at the time of enrollment in the Plan.
WITHDRAWAL FROM THE PLAN
Participants may withdraw from the Plan at any time. If a
request to withdraw from the Plan is received prior to the record
date for determining shareholders entitled to receive the next
dividend, the closing of participation will be immediately
processed. If a request to withdraw is received by the Plan
Agent on or after the record date for determining the
shareholders entitled to receive the next dividend, that dividend
will be reinvested in all Plan accounts, and then pending
withdrawal requests will be processed.
8
<PAGE>
Any optional cash payments which may have been sent to the Plan Agent
prior to a request for withdrawal from the Plan will be invested on the next
Investment Date unless the withdrawing shareholder expressly requests return
of such payment in the written request for withdrawal and if the request for
withdrawal is received by the Plan Agent at least 48 hours prior to that
Investment Date.
After a withdrawal from the Plan has become effective, all future
dividends will be paid in cash to the withdrawing shareholder unless and
until re-enrollment in the Plan, which may be done at any time.
To withdraw from the Plan, a letter stating the desire to withdraw must
be sent or delivered to First Security Bank of Utah, N.A., DRIP Plan Agent,
P.O. Box 25308, Salt Lake City, Utah 84125.
Upon withdrawal from the Plan, or upon termination of the Plan by First
Security, certificates for any whole shares then in the applicable Plan
account will be issued and delivered to the withdrawing shareholder, and a
cash payment representing any fraction of a share then credited to the
account will be mailed to the shareholder. This cash payment will be based
on the closing "last sale" price of First Security Common Stock, as reported
by NASDAQ on the next business day on which trading occurs following the day
the notice of termination is received by the Plan Agent.
SALES OF SHARES HELD IN PLAN ACCOUNTS
As of September 30, 1995, Participating shareholders may request the
Plan Agent to sell some or all of the shares of First Security Common Stock
held in their Plan accounts, with the cash proceeds mailed to the
shareholder. Whole shares being sold may be sold into the market by the Plan
Agent, or they may be sold back to First Security. In the case of sales into
the market, the sale price per share will be the average of the sale prices
of all shares sold on the same day by the Plan Agent. In this regard, the
Plan Agent can pool shares from several accounts desiring sales to be
effected into blocks of stock more readily sold into the markets at the best
price. If First Security repurchases the shares to be sold, it will pay the
"last sale" price reported on the day of the repurchase.
Requests that shares be sold from Plan accounts must be in writing
addressed to the Plan Agent specifying the number of shares to be sold.
OTHER INFORMATION
Shares held in Plan accounts may not be pledged or otherwise sold or
hypothecated except through the Plan Agent. Shareholders wishing to pledge
shares credited to Plan accounts as collateral for a personal loan must
request that certificates for such shares be issued, and must effect the
pledge themselves.
9
<PAGE>
If a shareholder disposes of all Eligible Shares owned by that
shareholder other than the shares in the Plan, the dividends on the whole
shares still held in that shareholder's Plan account will continue to be
reinvested in new shares until the shareholder notifies the Plan Agent to
terminate the shareholder's participation in the Plan, as described above.
If, however, a shareholder has only a fractional share credited to a Plan
account, and no other shares of First Security Common Stock on the record
date for any cash dividend payment, First Security reserves the right not to
reinvest any additional dividends on such fractional shares and to repurchase
the fractional share at the required cash purchase price discussed above.
Any stock dividends or split shares distributed by First Security on
shares of Common Stock credited to Plan accounts will be added to such
accounts automatically. Stock dividends or split shares distributed on
shares of Common Stock registered in a shareholder's name will be mailed
directly the shareholder in the same manner as to shareholders who are not
participating in the Plan. If a rights offering is made, Shareholders
will receive rights based upon the total number of whole shares of Common
Stock owned; that is, the total number of shares held plus the total number
of whole shares held in Plan accounts.
Shareholders will receive a proxy for the total number of shares of
Common Stock held in their Plan accounts. These shares of First Security
Common Stock held in the Plan may also be voted in person at the Annual
Meeting. If a proxy card is not returned to First Security timely, or if it
is returned unsigned, no shares of Common Stock will be voted for that
shareholder unless voted in person at the Annual Meeting.
First Security reserves the right to modify, suspend or terminate the
Plan at any time by action of its Board of Directors. All participants will
receive notice of any such action. Any such modification, suspension or
termination will not affect previously executed or pending transactions.
First Security also reserves the right to adopt, and from time to time to
change, such administrative rules and regulations (not inconsistent in
substance with the basic provisions of the Plan then in effect) as it deems
desirable or appropriate for the administration of the Plan and in the best
interests of First Security's shareholders. The Plan Agent reserves the
right to resign at any time upon reasonable written notice to First Security.
FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the Federal income treatment of
participation in the Plan, based upon IRS rulings and pronouncements as of
the date of this Prospectus. Each participating shareholder should consult
his or her own tax advisor to determine the particular tax consequences,
including state income tax consequences (which will vary from state to
state), that may result from participation in the Plan, subsequent disposal
of shares acquired pursuant to the Plan, and for more specific information
with respect to any change or potential change in the tax laws or regulations
affecting these matters.
Dividends which are reinvested in First Security Common
Stock will be treated for
10
<PAGE>
Federal income tax purposes as having been received by the shareholder in
cash. An amount equal to the fair market value on the Investment Date of
shares acquired with reinvested dividends will be treated as income. Because
shares will be acquired at 100% of fair market value, the amount of taxable
income through a dividend reinvestment will be the amount of the dividend.
In the unlikely event that a dividend payment exceeds the current and
accumulated earnings and profits of First Security, such excess would be
treated for Federal income tax purposes as a return of capital, and hence not
taxable.
A corporate shareholder participating in the Plan may be entitled to
deduct seventy percent (70%) of the dividend amount received.
The tax basis of shares of First Security Common Stock acquired under
the Plan with reinvested dividends will be that price paid, being fair market
value on the date of purchase through the Plan. Similarly, the tax basis of
shares acquired with optional cash payments is equal to the amount of the
optional cash payments.
The holding period (for capital gain purposes) of shares of First
Security Common Stock acquired under the Plan, whether purchased with
reinvested dividends or optional cash payments, will begin on the day
following the Investment Date.
No taxable income will occur when a shareholder receives certificates
for whole shares credited to his Plan account. Gain or loss (which, for most
participants, will be capital gain or loss) will be recognized only when
shares acquired under the Plan are sold or exchanged. In this regard, gain
or loss will be recognized (generally, capital gain or loss) when a
shareholder receives a cash payment for a fractional share upon withdrawal
from or termination of the Plan. The amount of the gain or loss discussed in
this paragraph will be the difference between the amount received for shares
or fractional shares and the respective tax basis thereof. The capital gain
or loss discussed in this paragraph will be long or short term determined by
the period of time the shares are held. Gain or loss is treated as
short-term if the holding period of the stock is one year or less, and
long-term if the holding period is longer than one year.
Participants (whether foreign or domestic) who elect to have their
dividends reinvested and whose dividends are subject to United States income
tax withholding, will have an amount equal to the required withholding amount
deducted and withheld before the purchase of shares under the Plan. Year-end
statements from the Plan Agent will indicate the amount of any tax withheld.
First Security is required to withhold 20% from the amount of dividends paid
to any participant who has (1) failed to furnish a valid taxpayer
identification number or a number the IRS has notified First Security is
incorrect, (2) failed, when required to certify, that such participant is not
subject to withholding, or (3) certain other potential underreporting
circumstances set out in federal law. Similar withholding may also be
required with respect to the proceeds of the sale of fractional shares, or
the proceeds from the sale of shares by First Security or another broker.
11
<PAGE>
EXPERTS
The consolidated financial statements of First Security incorporated in
this Prospectus by reference from First Security's 1994 Annual Report on Form
10-K have been audited by Deloitte & Touche LLP, 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 auditing and accounting. (SEE Documents
Incorporated by Reference, above.)
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby has been
passed upon for First Security by Ray, Quinney & Nebeker, Salt Lake City,
Utah. Alonzo W. Watson, who is Secretary of the Company, and Brad D. Hardy,
who is Assistant Secretary of the Company, are members of the firm of Ray,
Quinney & Nebeker. A daughter of the Chairman and Chief Executive Officer of
the Company is an associate attorney at Ray Quinney & Nebeker. At March 31,
1995, attorneys at Ray Quinney & Nebeker, together with their immediate
families, beneficially owned less than 5% of the outstanding shares of Common
Stock of the Company.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
First Security's Articles of Incorporation and Bylaws contain provisions
for the indemnification of its officers and directors. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of First Security
pursuant to the foregoing provisions, or otherwise, First Security has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant 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, First Security 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 Act and
will be governed by the final adjudication of such issue.
12
<PAGE>
No person is authorized to give any information or to make any
representation, other than those contained or incorporated by reference in
this Prospectus, and if given or made, such information or representations
must not be relied upon as having been authorized. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities offered by this Prospectus or
an offer to sell or a solicitation of an offer to buy such securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of First Security
since the date hereof or that the information contained or incorporated by
reference herein is correct as of any time subsequent to its date.
[FIRST SECURITY LOGO]
FIRST SECURITY CORPORATION
Dividend Reinvestment and
Stock Purchase Plan
Prospectus dated
September 30, 1995
79 South Main Street
Salt Lake City, Utah 84111
(801) 246-6000
TABLE OF CONTENTS
IF YOU HAVE QUESTIONS CONCERNING THE PLAN . . . . . . . . . . . . . . . . .2
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . .2
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . .2
First Security Corporation . . . . . . . . . . . . . . . . . . . . . . . .3
The Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Purpose; Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . .4
Advantages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Optional Cash Payments . . . . . . . . . . . . . . . . . . . . . . . . . .6
Purchases of Common Stock Under the Plan. . . . . . . . . . . . . . . . . .6
Costs; Brokerage Fees . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Reports to Participants . . . . . . . . . . . . . . . . . . . . . . . . . .7
Certificates for Shares . . . . . . . . . . . . . . . . . . . . . . . . . .8
Withdrawal from the Plan. . . . . . . . . . . . . . . . . . . . . . . . . .8
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Indemnification for Securities Act Liabilities. . . . . . . . . . . . . . 11
<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 $14,998.80
Accountant's fees $xx,xxx.xx
Legal fees $xx,xxx.xx
Miscellaneous $xx,xxx.xx
----------
Total $xx,xxx.xx
</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.
ITEM 16. LIST OF EXHIBITS
The Exhibits to this registration statement are listed in the Index to
Exhibits on page .
II-1
<PAGE>
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 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
II-2
<PAGE>
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 June, 1995.
FIRST SECURITY CORPORATION
By: /s/ Morgan J. Evans
---------------------------------
Morgan J. Evans
President and Chief Operating Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
A. Robert Thorup, Esq. and Brad D. Hardy, Esq. and each of them, his true and
lawful attorney-in-fact and agent, with full powers of substitution, for him
and in his name, place and stead, in any and all capacities, to sign and to
file any and all amendments, including pre- and/or post-effective amendments
to this Registration Statement, with the Securities and Exchange Commission,
granting to said attorney-in-fact full power and authority to perform any
other act on behalf of the undersigned required to be done in connection
therewith.
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 Chairman and Chief
- - -------------------------- Executive Officer, Director June 28, 1995
Spencer F. Eccles
/s/ Morgan J. Evans President and Chief
- - -------------------------- Operating Officer, Director June 28, 1995
Morgan J. Evans
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Scott C. Ulbrich Executive Vice President
- - -------------------------- Chief Financial Officer June 28, 1995
Scott C. Ulbrich (Principal Financial and
Accounting Officer)
/s/ James C. Beardall
- - -------------------------- Director June 28, 1995
James C. Beardall
/s/ Rodney H. Brady
- - -------------------------- Director June 28, 1995
Rodney H. Brady
/s/ James E. Bruce
- - -------------------------- Director June 28, 1995
James E. Bruce
/s/ Thomas D. Dee
- - -------------------------- Director June 28, 1995
Thomas D. Dee II
/s/ Dr. David P. Gardner
- - -------------------------- Director June 28, 1995
Dr. David P. Gardner
/s/ Kendall D. Garff
- - -------------------------- Director June 28, 1995
Kendall D. Garff
/s/ U. Edwin Garrison
- - -------------------------- Director June 28, 1995
U. Edwin Garrison
/s/ David B. Haight
- - -------------------------- Director June 28, 1995
David B. Haight
/s/ Jay Dee Harris
- - -------------------------- Director June 28, 1995
Jay Dee Harris
/s/ Robert T. Heiner
- - -------------------------- Director June 28, 1995
Robert T. Heiner
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
- - -------------------------- Director June 28, 1995
Howard W. Hunter
/s/ Karen H. Huntsman
- - -------------------------- Director June 28, 1995
Karen H. Huntsman
/s/
- - -------------------------- Director June 28, 1995
G. Frank Joklik
/s/
- - -------------------------- Director June 28, 1995
B. Z. Kastler
/s/ Joseph G. Maloof
- - -------------------------- Director June 28, 1995
Joseph G. Maloof
/s/ Scott S. Parker
- - -------------------------- Director June 28, 1995
Scott S. Parker
/s/ Dr. Arthur K. Smith
- - -------------------------- Director June 28, 1995
Dr. Arthur K. Smith
/s/ James L. Sorenson
- - -------------------------- Director June 28, 1995
James L. Sorenson
/s/ Harold J. Steele
- - -------------------------- Director June 28, 1995
Harold J. Steele
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- - ------- ----------- -------------
<S> <C> <C>
4. First Security Dividend Reinvestment and Cash
Purchase Plan
5. Opinion of Ray Quinney & Nebeker
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)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ray Quinney & Nebeker (included in
Exhibit 5)
<FN>
*** Incorporated by reference
</TABLE>
II-7
<PAGE>
EXHIBIT 4
FIRST SECURITY DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
II-8
<PAGE>
FIRST SECURITY CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK
PURCHASE PLAN
(ORIGINALLY ADOPTED OCTOBER 30, 1978)
AS AMENDED EFFECTIVE SEPTEMBER 30, 1995
II-9
<PAGE>
Article I
NAME AND PURPOSE OF THE PLAN; EFFECTIVE DATE
1.1 NAME OF THE PLAN. The Plan created in accordance with the terms
hereof shall be known as the First Security Corporation Dividend Reinvestment
and Common Stock Purchase Plan (the "Plan").
1.2 PURPOSE OF THE PLAN. The purposes of the Plan are (a) to provide
the holders of record of shares of the common stock, par value $1.25 per
share (the "Common Stock") of First Security Corporation (the "Corporation"),
as well as holders of record of any other class of equity securities which
may be issued in the future and to whom the Plan may be expressly extended by
the Board of Directors of the Corporation with a means of investing cash
dividends and optional cash payments to purchase shares of Common Stock of
the Corporation without payment of any brokerage commission or service
charge; and (b) to provide the Corporation with an efficient source of
reinvested equity capital, thus-contributing to the overall value and success
of the Corporation. Shares of Common Stock and such other designated equity
securities under the Plan held of record and fully paid for by the beneficial
owners thereof are herein referred to as "Eligible Shares," and the legal
owners of Eligible Shares are herein referred to as "Participants."
1.3 EFFECTIVE DATE. The Plan first became effective October 30, 1978.
Amendments were approved in 1988, 1990 and 1995. The current form of the
Plan became effective September 30, 1995. All authorizations and
participations in the Plan in force on September 30, 1995 shall continue as
if made after September 30, 1995.
Article II
ADMINISTRATION OF THE PLAN
2.1 APPOINTMENT OF PLAN AGENT. The Board of Directors of the
Corporation shall appoint a national bank as administrator (the "Plan Agent")
to act as fiduciary agent for Participants in the Plan.
2.2 INTERPRETATION OF THE PLAN. The Corporation retains full authority
and right to decide all questions and settle all controversies and disputes
which may arise in connection with the Plan, and otherwise to interpret and
construct the Plan and its provisions. The interpretation and construction
by the Corporation of any provision of the Plan shall be final and binding
upon all persons interested in the Plan.
II-i
<PAGE>
Article III
PARTICIPATION IN THE PLAN
3.1 ELIGIBILITY TO PARTICIPATE IN THE PLAN; ELECTION TO PARTICIPATE.
Any shareholder who holds of record Eligible Shares may elect at any time
after the effective date of the Plan to participate in the Plan by completing
and mailing an Authorization Card to the Plan Agent. Such Authorization
Cards shall be in such form as the Plan Agent shall determine in its
discretion, and shall be provided to owners of Eligible Shares together with
a postage prepaid self-addressed envelope for the convenience of
shareholders. An Authorization Card must be signed by all persons in whose
names the Eligible Shares covered by the authorization are registered, or by
their authorized representatives.
3.2 LEVELS OF PARTICIPATION. A Participant in the Plan may elect to
reinvest dividends on all or any portion of the Eligible Shares registered in
such Participant's name. A Participant may also elect to make voluntary
optional cash payments to the Plan in addition to reinvesting dividends.
Such elections shall be indicated on the Authorization Card submitted by the
Participant, and may be changed from time to time and at any time by
submitting a new Authorization Card.
3.3 DATE OF PARTICIPATION. Participation in the Plan shall begin with
the first Investment Date (as defined in Paragraph 4.4) after an
Authorization Card is received by the Plan Agent from a Participant; provided
that participation with respect to the investment of dividends paid upon
Eligible Shares shall begin with the dividend paid after the first dividend
record date occurring after the Plan Agent's receipt of the Authorization
Card.
3.4 PARTICIPANT ACCOUNTS. A separate account shall be established by
the Plan Agent for each Participant who has delivered an Authorization Card.
All shares of Common Stock purchased on behalf of a Participant pursuant to
the Plan shall be credited to such Participant's account.
3.5 PARTICIPATION LIMITATIONS. The Corporation reserves the right to
exclude participation by security holders who reside in jurisdictions having
laws or regulations that impose costs or conditions which the Corporation
finds unacceptable to its making the Plan available in such jurisdictions.
Article IV
PURCHASES AND PRICE OF SHARES
4.1 REINVESTMENT OF CASH DIVIDENDS. Cash dividends paid by the
Corporation during a Participant's participation in the Plan upon the
Eligible Shares of a Participant that are covered by the Plan (as indicated
upon the Participant's Authorization Card) and upon all shares
II-ii
<PAGE>
purchased through the Plan and credited to the Participant's account shall be
paid by the Corporation to the Plan Agent. Such cash dividends shall be used
by the Plan Agent to purchase shares of the Corporation's Common Stock on
behalf of the Participant. Such purchases shall be made directly from the
Corporation at a price equal to the Fair Market Value (as defined below) of
the Corporation's Common Stock on the Investment Date. All shares so
purchased shall be credited to the Participant's account. If funds received
on behalf of a Participant are insufficient to buy a full share (or shares)
of Common Stock, the Plan Agent shall credit the Participant's account with a
fractional share computed to three decimal places.
4.2 INVESTMENT OF OPTIONAL CASH PAYMENTS. Each Participant in the Plan
shall be entitled to make optional cash payments into the Plan in addition to
reinvesting dividends under Section 4.1. The Plan Agent shall use such
optional cash payments to purchase shares of the Corporation's Common Stock
from the Corporation on behalf of the Participant. Such purchases shall be
made as of the first Investment Date following receipt of the optional cash
payment by the Plan Agent; provided that optional cash payments received less
than 2 business days prior to an Investment Date shall be used to purchase
shares as of the next following Investment Date. No more than $5,000 and no
less than $50.00 may be tendered as optional cash payments in any month for
any one account. (All accounts having the same tax identification number
will be deemed to be a single account for this purpose.) Such purchases shall
be made directly from the Corporation at a price equal to 100% of the Fair
Market Value (as defined below) of the Corporation's Common Stock on the
Investment Date. If funds received from or on behalf of a Participant are
insufficient to buy a full share (or shares) of Common Stock, the Plan Agent
shall purchase and credit the Participant's account with a fractional share
computed to three decimal places. Interest shall not accrue or be paid on
any optional cash payment held by the Plan Agent pending the purchase of
shares.
4.3 RETURN OF OPTIONAL CASH PAYMENTS. Optional cash payments received
by the Plan Agent shall be returned to the Participant upon written request
received by the Plan Agent no later than 48 hours prior to the Investment
Date upon which such optional cash payment would otherwise be used to
purchase shares.
4.4 INVESTMENT DATE. The Investment Date shall be that date in each
month when optional cash payments and, if applicable, dividends shall be used
to purchase shares of the Corporation's Common Stock. There shall be only
one Investment Date in each month, which shall be the first day of each month
other than during those months in which the Corporation pays a cash dividend
on Eligible Shares, during which the Investment Date shall be the
Corporation's regular dividend payment date.
4.5 FAIR MARKET VALUE OF SHARES. The Fair Market Value of shares of
the Corporation's Common Stock on an Investment Date shall be the average of
the reported bid and asked prices at the close of trading in the
over-the-counter market as quoted by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") for each of the five (5)
trading days (in which shares of Common Stock were traded) preceding the
Investment Date.
II-iii
<PAGE>
4.6 COMMINGLING OF FUNDS. In making purchases for a Participant's
account, the Plan Agent may commingle a Participant's funds with those of
other Participants in order to effect purchases of shares for the benefit of
the Participants in the most cost effective way, provided that accurate
recordkeeping of shares purchased for each account are maintained following
each purchase.
Article V
CERTIFICATES FOR SHARES
5.1 CERTIFICATES FOR SHARES. The Plan Agent shall hold all shares of
Common stock purchased on behalf of all Participants together in its name or
that of its nominee. No certificates shall be issued to a Participant for
shares of Common Stock purchased on such Participant's behalf until such
Participant so requests or until such Participant withdraws from the Plan.
Certificates for a fractional share shall not be issued under any
circumstances.
5.2 REQUEST FOR CERTIFICATES. Any Participant may request that
certificates representing the shares of Common Stock credited to the
Participant's account be issued in the Participant's name. Such request
shall be made in writing and shall be addressed to the Plan Agent.
5.3 SAFEKEEPING OF CERTIFICATES. Any Participant may elect to deposit
shares of the Corporation's common stock registered in the Participant's name
into the Participant's account for safekeeping. Endorsed certificates for
such shares must be delivered to the Plan Plan Agent for this purpose
together with a letter of instructions specifying that the shares are to be
held in the participant's Plan account. Any lost certificate(s) must be
replaced before a Participant may deposit the shares represented by such
certificates into the Plan. Any request for such deposit of shares shall be
made in writing and shall be addressed to the Plan Agent.
Article VI
SHAREHOLDERS RIGHTS WITH RESPECT TO SHARES
PURCHASED UNDER THE PLAN
6.1 RIGHTS AS A SHAREHOLDER. Each Participant shall enjoy all rights
of a shareholder of the Corporation's Common Stock with respect to shares of
Common Stock credited to such Participant's account. Without limiting the
foregoing, a fractional interest in a Share shall entitle a Participant's
account to be credited with corresponding fractional dividends.
6.2 VOTING RIGHTS. A Participant shall be entitled to vote all whole
shares of Common Stock credited to such Participant's account. All proxy
solicitation material, annual reports, and other shareholder information
delivered to shareholders shall be delivered to Participants. Shares held
for any Participant's account shall be voted only upon the direction of such
Participant.
II-iv
<PAGE>
Failure of a Participant to provide such direction, by properly
completing the form of proxy provided by the Corporation, shall result in a
Participant's shares not being voted unless such Participant votes in person
at the meeting for which the proxy material was distributed.
6.3 STOCK DIVIDENDS, STOCK SPLITS, AND RIGHTS OFFERINGS. Any stock
dividends or split shares distributed by the Corporation on shares held by
the Plan Agent for the Participant, and shares held by the Participant upon
which cash dividends are reinvested, shall be credited to the Participant's
account. In the event that the Corporation makes available to its
shareholders rights to purchase additional shares of Common Stock or of any
other securities, such rights shall be distributed to Participants with
respect to the number of whole shares credited to their respective accounts.
Article VII
REPORTS TO PARTICIPANTS
7.1 REPORT OF PURCHASE. As soon as practicable after each purchase,
the Plan Agent shall deliver to each Participant on whose behalf shares have
been purchased a statement of such Participant's account. Such report shall
indicate the amount invested, the purchase price, the number of shares
purchased on the preceding Investment Date and during the year to date, and
such other information as the Plan Agent shall determine.
7.2 ANNUAL REPORT. The Plan Agent shall provide by January 31 of each
year a statement showing the number of shares purchased for the account of a
Participant, the date of each such purchase and the fair market value of the
Shares on the date purchased during the prior year, and such other
information as shall be necessary or appropriate to enable the Participant to
prepare required tax forms and returns.
Article VIII
NONTRANSFERABILITY
Except as otherwise expressly provided herein, a Participant may not
sell, pledge, hypothecate or otherwise assign or transfer his account, any
interest therein, or any cash or stock credited to his account. No attempt
at any such sale, pledge, hypothecation or other assignment or sales shall be
effective.
II-v
<PAGE>
Article IX
WITHDRAWAL
9.1 TIME AND MECHANISM OF WITHDRAWAL. Participants may withdraw from
the Plan at any time by sending notice of withdrawal to the Plan Agent. If
such notice of withdrawal is received by the Plan Agent prior to the record
date for determining shareholders entitled to receive the next dividend
respecting the Eligible Shares held by such withdrawing Participant, such
withdrawal shall be effective immediately. If such notice of withdrawal is
received by the Plan Agent after the record date for determining shareholders
entitled to receive the next dividend respecting the Eligible Shares held by
such Participant, such dividend shall be used to purchase shares of Common
Stock on behalf such Participant and the withdrawal shall be effective
immediately thereafter. Any optional cash payments which the withdrawing
Participant may deliver to the Plan Agent shall be invested upon the next
Investment Date unless the notice of withdrawal specifically requests the
return of such optional cash payment and such notice is received at least 48
hours prior to the next Investment Date.
9.2 DISPOSITION OF SHARES IN WITHDRAWING PARTICIPANT'S ACCOUNT. A
withdrawing Participant will receive certificates representing all whole
shares of Common Stock credited to such Participant's account be delivered to
such Participant.
9.3 DISPOSITION OF FRACTIONAL SHARES. Upon withdrawal, a cash
adjustment to the withdrawing Participant's account shall be made
representing any fraction of a share then credited to such Participant's
account. Such cash adjustment shall be based upon the closing bid price of
the Corporation's Common Stock on the next business day upon which trading in
the Corporation's Common Stock occurs following the day upon which the
withdrawal notice is received by the Plan Agent. Such fractional shares
shall be deemed repurchased by the Corporation and shall become Treasury
Shares.
9.4 PAYMENT OF DIVIDENDS AFTER WITHDRAWAL. Subject to the provisions
of Paragraph 9.1 with respect to the timing of withdrawal, all dividends with
a record date after withdrawal paid by the Corporation with respect to
Eligible Shares owned by a Participant who has withdrawn from the Plan shall
be sent directly to the Participant.
9.5 SALE OF ELIGIBLE SHARES BY A PARTICIPANT. If a Participant
disposes of all Eligible Shares registered in such Participant's name, the
dividends paid with respect to the shares credited to such Participant's
account shall continue to be reinvested in additional shares of Common Stock
until such Participant shall notify the Plan Agent of its desire to withdraw
from the Plan, as provided in Paragraph 9.1; provided that the Corporation
shall have the right to terminate the participation of any Participant who
disposes of all Eligible Shares registered in such Participant's name at such
time as such Participant shall have only a fractional share credited to such
Shareholder's account. In the event that the Corporation exercises such
right, the account of such Participant shall be adjusted as provided in
Paragraph 9.3.
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9.6 REQUESTS TO PLAN AGENT TO SELL PARTICIPANT'S SHARES. A Participant
may request that the Corporation sell any number of whole shares held in the
Participant's account. The request must be made in writing and be signed by
all Participants listed on the account. Sale of the Shares will be conducted
through First Security Investor Services, Inc., or if objected to in writing
by the Participant, through another broker-dealer designated by the
Corporation. The shares designated by a Participant's request to sell shares
in his/her account will be combined with shares so designated by request of
other Participants and received at or about the same time. The sale price
credited to an account for the Shares sold for Participants will be the
average of the prices at which all the Shares sold at the same time are sold.
Proceeds from the sale, less brokerage fees and other expenses, if any, will
be forwarded to the Participant at the address maintained for that
Participant under the Plan. Sales of shares for Participants under the Plan
will generally occur on the 15th day of each month for shares designated and
requested in letters or forms received at least 48 hours prior to the sale
date.
Article X
AMENDMENT OR SUSPENSION OF THE PLAN
The Plan may be amended, supplemented, terminated or suspended at any
time by action of the Board of Directors of the Corporation, by giving notice
of such action to the Plan Agent and each Participant at the last address of
record.
Article XI
EXPENSES
11.1 ADMINISTRATION EXPENSES. Except as provided in Paragraph 11.2,
all costs of administration of the Plan will be paid by the Corporation.
11.2 TERMINATION EXPENSES. A Participant who terminates participation
in the Plan and requests in connection therewith that the shares of Common
Stock held in such Participant's account be liquidated, shall be required to
pay a handling charge and any applicable brokerage commission and transfer
tax incurred in connection with such liquidation.
Article XII
SHARES SUBJECT TO PLAN
A total of 2,500,000 shares of authorized but unissued Common Stock of
the Corporation may be sold to Participants under the Plan. From time to
time, the Corporation may acquire shares of its Common Stock as Treasury
Shares in open market or private purchases. Such
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acquired shares may be used to fulfill the requirements of the Plan, provided
that, without subsequent registration with the Securities and Exchange
Commission and the relevant states, no more than 2,500,000 shares of Common
Stock in total may be sold to Participants under the Plan.
Article XIII
MISCELLANEOUS
13.1 RESPONSIBILITY OF THE CORPORATION AND THE PLAN AGENT. Unless the
result of intentional or reckless conduct by them or their agents, neither
the Corporation nor the Plan Agent shall be liable hereunder for any act done
in good faith, or for any good faith, or for any good faith omission to act.
13.2 GOVERNING LAW. This Agreement shall be construed in accordance
with, and governed by the substantive laws of, the State of Utah, without
reference to principles governing choice or conflicts of laws.
13.3 CAPTIONS. The captions used herein are for ease of reference only
and shall not define or limit the provisions hereof.
13.4 SEVERABILITY. In the event any one or more of the provisions
contained herein shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the validity of any other provision hereof and the Plan
shall be construed as if such invalid, illegal or unenforceable provision
were not contained herein; provided that the Plan as so modified preserves
the basic intent of the Corporation in establishing the Plan.
IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this Amended Plan as of the 30th day of September, 1995 evidencing
its approval by the Board.
FIRST SECURITY CORPORATION
By: /s/Spencer F. Eccles
----------------------------------
Chairman and Chief Executive
Officer
Attest:
/s/ Alonzo W. Watson
- - ---------------------------
Secretary
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EXHIBIT 5
OPINION OF RAY QUINNEY & NEBEKER
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June 28, 1995
Scott C. Ulbrich,
Executive Vice President and Chief Financial Officer
First Security Corporation
2nd Floor
79 South Main Street
Salt Lake City, Utah 84111
Re: REGISTRATION AND ISSUANCE OF 1,500,000 SHARES OF FIRST SECURITY
CORPORATION COMMON STOCK TO PARTICIPANTS IN THE FIRST SECURITY
CORPORATION DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN.
Dear Mr. Ulbrich:
This Firm has acted as counsel to First Security Corporation, a
Delaware corporation ("the Company), in connection with its registration of
1,500,000 shares of its common stock, par value $1.25 ("the Shares") for use
in the First Security Corporation Dividend Reinvestment and Common Stock
Purchase Plan, a copy of which is filed as an exhibit to the Company's
Registration Statement on Form S-8 as filed with the Securities and Exchange
Commission on June 28, 1995.
In connection with this representation, we have examined the
originals, or copies identified to our satisfaction, of such minutes,
agreements, corporate records and filings and other documents necessary to
our opinion contained in this letter. We have also relied as to certain
matters of fact upon representations made to us by officers and agents of the
Company. Based upon and in reliance on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Delaware;
and has full corporate power and authority to own its properties and
conduct its business as described in the Prospectus referred to above.
2. When issued and distributed under the terms of the Plan, the Shares
will be duly and validly issued and will be fully paid and
nonassessable.
3. The shareholders of the Company have no pre-emptive rights to acquire
additional shares of First Security Corporation Common Stock in respect
of the Shares.
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Mr. Scott C. Ulbrich
June 28, 1995
Page 2
We hereby consent to the use of our name in the Prospectus and
therein being disclosed as counsel to the Company in this matter.
Very truly yours,
RAY, QUINNEY & NEBEKER
/s/ A. Robert Thorup
--------------------
A. Robert Thorup
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EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of First Security Corporation on Form S-3 of our report dated February 17,
1995, appearing in the Annual report on Form 10-K of First Security
Corporation for the year ended December 31, 1994, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
June 21, 1995
