<PAGE>
As filed with the Securities and Exchange Commission on June 20, 1997
Registration No. 333-
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) 246-5706
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------
SCOTT C. ULBRICH
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FIRST SECURITY CORPORATION
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 246-5706
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
--------------
Copies To:
A. ROBERT THORUP, ESQ.
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: As soon as practicable after the Effective Time of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
--------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TITLE OF EACH CLASS OF AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK ($1.25 PAR VALUE) 47,767 shares $27.0625(1) $1,292,694(2) $391.56
- -----------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK RIGHTS (2) 47,767 rights None None None
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee, as determined on June 16, 1997.
(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.
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
ITEM
NO. ITEM LOCATION IN PROSPECTUS
- ---- ---- ----------------------
1 Forepart of Registration Facing page, cross-reference sheet;
Statement and Outside Front cover page of Prospectus
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 Cover Page of Prospectus
Factors and Ration of Earnings
to Fixed Charges
4 Use of Proceeds Not Applicable
5 Determination of Offering Price Not Applicable
6 Dilution Not Applicable
7 Selling Security Holders Selling Shareholder
8 Plan of Distribution Not Applicable
9 Description of Securities to be Incorporation of Certain Documents
Registered by Reference
10 Interests of Named Experts and Experts
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 on Indemnification for Position on Indemnification for
Securities Act Liabilities Securities Act Liabilities
Exhibit Index Page II-6
<PAGE>
PROSPECTUS
FIRST SECURITY CORPORATION
47,767 Shares of Common Stock
$1.25 Par Value
----------------------------------------
This Prospectus relates to up to 47,767 shares of common stock (the
"Shares") of First Security Corporation (the "Company") which may be offered
from time to time by the selling shareholders named herein (the "Selling
Shareholder"). The Company will not receive any of the proceeds from the sale
of the Shares. The Company will bear the costs relating to the registration of
the Shares.
All of the securities offered hereby are to be offered for the account of
existing holders of shares of the Company's common stock.
The Shares may be offered for sale from time to time by the Selling
Shareholders named herein, or by their pledgees, donees, transferees or other
successors in interest, to or through underwriters or directly to other
purchasers or through agents in one or more transactions through the National
Market System of the National Association of Securities Dealers Automated
Quotation System (the "NASDAQ/NMS"), in the over-the-counter market, in one or
more private transactions, or in a combination of such methods of sale, at
prices and on terms then prevailing, at prices related to such prices, or at
negotiated prices. A Selling Shareholder may pledge all or a portion of the
Shares owned by him as collateral in loan transactions. Upon default by such a
Selling Shareholder, the pledgee in such loan transaction would have the same
rights of sale as the Selling Shareholder under this Prospectus. A Selling
Shareholder may also transfer Shares owned by him by gift and upon any such
transfer the donee would have the same rights of sale as such Selling
Shareholder under this Prospectus. The Selling Shareholders and any brokers and
dealers through whom sales of the Shares are made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, and
the commissions or discounts and other compensation paid to such persons may be
regarded as underwriters' compensation.
The Shares are traded on the NASDAQ/National Market System.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
----------------------------------------
The date of this Prospectus is June , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located
at 7 World Trade Center, 13th Floor, Suite 1300, New York, New York 10048 and
Suite 1400, Citicorp Center, 14th Floor, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can also be obtained at prescribed
rates by writing to the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Such information may also be accessed
electronically by means of the Commission's home page on the Internet
(http://www.sec.gov.). In addition, such reports, proxy statements and other
information concerning the Company can be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with any amendments thereto, the "Registration Statement")
under the Securities Act of 1933, as amended ("Securities Act"), with respect to
the Company's Common Stock offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement and the exhibits
thereto, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. For further information, reference is made
to the Registration Statement, including the exhibits thereto.
Statements contained in this Prospectus or in any documents incorporated in
this Prospectus by reference as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference. The Registration
Statement may be inspected by anyone without charge at the principal office of
the Commission in Washington, D.C., and copies of all or any part of it may be
obtained from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents filed
with the Commission by the Company (File No. 1-6906):
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996; and
(b) The Company's Proxy Statement dated March 15, 1997; and
(c) The Company's Quarterly Reports on Form 10-Q for the calendar
quarter ended March 31, 1997; and
<PAGE>
(d) The Company's Current Reports on Form 8-K dated March 25, 1997
and May 5, 1997; and
(e) Description of the Company's Capital Stock as included in the
Company's Registration Statement on Form S-3, filed with the
Commission on September 13, 1991, Commission File Number 33-42784.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus are incorporated herein by reference, and such documents shall be
deemed to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER THAN EXHIBITS
TO SUCH DOCUMENTS, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED UPON WRITTEN OR ORAL REQUEST DIRECTED TO FIRST SECURITY
CORPORATION, ATTENTION: SCOTT C. ULBRICH, EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, SUITE 200, 79 SOUTH MAIN STREET, SALT LAKE CITY, UTAH 84111;
TELEPHONE NUMBER (801) 246-5706.
No agent or officer of the Company, nor any other person, has been
authorized to give any information or to make any representations other than as
contained herein; and, if given or made, such information or representations
should not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any sale or exchange made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs or operations of the Company since the date of this Prospectus, or that
the information herein is correct as of any time subsequent to such date.
THE COMPANY
The Company is a regional bank holding company headquartered in Salt Lake
City, Utah. It owns and operates four banks, with offices in the 6 Western
States of Idaho, New Mexico, Nevada, Oregon, Utah and Wyoming, and several other
financial services companies, some having a national presence. Through its
subsidiaries, the Company provides commercial and agricultural finance, consumer
banking, trust, capital markets, treasury management, investment management,
data processing, leasing and securities brokerage services. At March 31, 1997,
the Company and its consolidated subsidiaries had consolidated assets of $14.4
billion, consolidated deposits of $9.3 billion and shareholders'
<PAGE>
equity of $1.1 billion. The Company has paid a regular dividend on its
Common Stock since its incorporation in 1928.
The Company is a Delaware incorporated multi-bank holding company with its
principal executive offices at 79 South Main Street, Salt Lake City, Utah 84111.
Its telephone number is (801) 246-6000.
In addition to its equity investment in its subsidiaries, the Company
directly or indirectly raises funds principally to finance the operations of its
nonbank subsidiaries. A substantial portion of the Company's cash flow is
typically derived from dividends directly from its bank and nonbank
subsidiaries, and from interest on loans to the Company's nonbank subsidiaries.
SELLING SHAREHOLDERS
The 47,767 Shares of the Company's Common Stock described in this Prospectus
are owned by the persons listed below. All of the shares offered hereby were
acquired by the listed persons in connection with a merger transaction allowing
the Company to obtain 100% ownership of First Security Bank, N.A.. The Shares
are being registered by the Company for resale by the Selling Shareholders
pursuant to certain registration rights agreed between the Company and the
Selling Shareholders.
The Selling Shareholders were all minority shareholders in First Security
Bank, N.A., and received their shares in the Company through the merger referred
to above. None of the Selling Shareholders participated in the negotiation of
the merger agreement through the operation of which the Shares registered hereby
were acquired by the Selling Shareholders. A copy of the merger agreement was
filed as an exhibit to the Securities Act Registration Statement of which this
Prospectus forms a part.
In recognition of the fact that the Selling Shareholders may wish to be
legally permitted to sell their Shares other than in transactions exempt from
registration under the securities laws, when they deem such sales to be
appropriate, the Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-3 under the Securities Act of 1933 (the
"Securities Act"), of which this Prospectus forms part, with respect to the
resale of the Shares from time to time. The Shares may be resold in
transactions on the NASDAQ/NMS, on which the Shares are included and traded, in
other public securities markets or in private transactions or other transactions
exempt from registration under the Securities Act. (SEE "Plan of
Distribution.")
The following table shows the names and addresses of the Selling
Shareholders, the Shares covered by this Prospectus for each Selling
Shareholder, and the shares estimated to be remaining after this Offering:
<PAGE>
SHARES COVERED BY
NAME AND ADDRESS SHARES OWNED THIS PROSPECTUS
- ---------------- ------------ -----------------
Wendell King Barnes
1302 Jeff Davis
Tyler, Texas 75703-5542 5,150 5,150
Beatrice Irene Barrows
777 East 3085 South
Salt Lake City, Utah 84106 5,987 5,987
Morgan Keegan & Company, Inc.
50 Front Street Morgan Keegan Tower
Memphis, TN 38103 663 663
CEDE & Company 13-2555119
P.O. Box 20
Bowling Green Station
New York, NY 10004 663 663
Howard W. Behle
6 Sunny Oaks Drive
San Rafael, CA 94903 10,623 10,623
Katherine B. Bills and Darrel Bills
619 East 150 South
Kaysville, Utah 84037 5,150 5,150
Grace Kenosian, Exec, Myrtle Boyd, Exec.
Est. of Elmira Stanard Crosby
c/o: Barbara Hess, Esq.
Lloyd Copenbarger & Assoc.
4675 MaCarthur Ct., Suite 700
Newport Beach, CA 92660 1,880 1,880
Ann Began Furman
3506 Cameron Mills Road
Alexandria, VA 22305 663 663
Susan H. King
3091 Ashkirk Loop
Rio Rancho, NM. 87124 6,567 6,567
Suzanne Hoffman
170 Murwood Drive
Chagrin Falls, OH
44022-1170 2,007 2,007
<PAGE>
SHARES COVERED BY
NAME AND ADDRESS SHARES OWNED THIS PROSPECTUS
- ---------------- ------------ -----------------
Merrill Lynch Pierce Fenner & Smith, Inc.
P.O. Box 12006 CUSIP 338995913
Church Street Station
Newark, NJ 07101 7 7
Wedbush Morgan Securities
P.O. Box 30014 Terminal Annex
Los Angeles, CA 90030 719 719
Randy S. Wicker
9414 Roosevelt Way N-E
Seattle, WA 98115 719 719
Roger A. Wicker
38002 15th St. East, #201
Palmdale, CA 93550 442 442
Calvin O. Walters and
Nancy G. Walters JTWROS
5408 Oaklawn Ave.
Edina, MN 55424 6,527 6,527
TOTAL SHARES 47,767 47,767
- ------------
The Selling Shareholders had no position, office or other material
relationship within the past three years with the Company or any of its
affiliates.
The information set forth above excludes shares of the Company's Common
Stock which may be held by the Selling Shareholders or their affiliate that were
acquired other than in connection with the First Security Bank, N.A. merger
transaction. All of the Shares listed in the preceding table may be offered
hereby.
PLAN OF DISTRIBUTION
Any distribution of the Shares by the Selling Shareholders, or by pledgees,
donees, transferees or other successors in interest, may be effected in one or
more of the following transactions: (a) to underwriters who will acquire the
Shares for their own account and resell them in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale (any public offering price and any
discount or concessions allowed or reallowed or paid to dealers may be changed
from time to time); (b) through brokers, acting as principal or agent, in
transactions (which may involve block transactions) on the NASDAQ/NMS, in
special offerings, or otherwise, at market prices prevailing at the time of
sale, at prices related to such prevailing
<PAGE>
market prices, at negotiated prices or at fixed prices; or (c) directly or
through brokers or agents in private sales at negotiated prices, or by any
other legally available means.
The Selling Shareholders and any such underwriters, brokers, dealers or
agents, upon effecting the sale of the Shares, may be deemed "underwriters" as
that term is defined by the Securities Act.
Underwriters participating in any offering made pursuant to this Prospectus
(as amended or supplemented from time to time) may receive underwriting
discounts and commissions, and discounts or concessions may be allowed or
reallowed or paid to dealers, and brokers or agents participating in such
transactions may receive brokerage or agent's commissions or fees.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless the Shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and complied with.
All costs, expenses and fees in connection with the registration of the
Shares will be borne by the Company. Commissions and discounts, if any,
attributable to the sale of the Shares will be borne by the Selling
Shareholders. The Selling Shareholders may agree to indemnify any agent, dealer
or broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. The Company and the Selling Shareholders have agreed to indemnify each
other and certain other persons against certain liabilities in connection with
the offering of the Shares, including liabilities arising under the Securities
Act.
EXPERTS
The consolidated financial statements as of December 31, 1996 and 1995, and
for each of the three years in the period ended December 31, 1996, incorporated
in this Prospectus by reference from the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, 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 accounting and auditing.
The Company's financial statements as of March 31, 1997 and 1996, and for
the periods ended March 31, 1997 and 1996, all incorporated by reference, were
not audited by Deloitte & Touche LLP or by any other independent auditing firm.
<PAGE>
LEGAL MATTERS
The legality of the Company's Common Stock offered hereby and certain other
matters with respect to this offering have been passed upon for the Company by
Ray, Quinney & Nebeker P.C. Alonzo W. Watson, who is Assistant Secretary of the
Company, and Katie A. Eccles, a daughter of the Chairman and Chief Executive
Officer of the Company, are members of the firm of Ray, Quinney & Nebeker. At
March 31, 1997, 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 LAW LIABILITIES
Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its directors and officers as well as other employees
and individuals in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article 10 of the Company's By-Laws
requires indemnification to the full extent permitted under Delaware law and
provides certain rights to indemnification for directors, officers and employees
of the Company.
The Company also maintains an insurance policy insuring its Directors and
Officers against liability for certain acts or omissions while acting in their
official capacities.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE
OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND IS THEREFORE
UNENFORCEABLE. IN THE EVENT THAT A CLAIM FOR INDEMNIFICATION AGAINST SUCH
LIABILITIES (OTHER THAN THE PAYMENT BY THE COMPANY OF EXPENSES INCURRED OR PAID
BY A DIRECTOR, OFFICER OR CONTROLLING PERSON OF THE COMPANY IN THE SUCCESSFUL
DEFENSE OF ANY ACTION, SUIT OR PROCEEDING) IS ASSERTED BY SUCH DIRECTOR, OFFICER
OR CONTROLLING PERSON IN CONNECTION WITH THE SECURITIES BEING REGISTERED, THE
COMPANY WILL, UNLESS IN THE OPINION OF ITS COUNSEL THE MATTER HAS BEEN SETTLED
BY CONTROLLING PRECEDENT, SUBMIT TO A COURT OF APPROPRIATE JURISDICTION THE
QUESTION WHETHER SUCH INDEMNIFICATION BY IT IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE SECURITIES ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION
OF SUCH ISSUE.
<PAGE>
- ----------------------------------------
- ----------------------------------------
TABLE OF CONTENTS
PAGE
----
Available Information............ 2
Incorporation of Certain
Documents by Reference......... 2
The Company...................... 3
Selling Shareholders............. 4
Experts.......................... 6
Legal Matters.................... 6
Indemnification for
Securities Law Liabilities..... 7
- ----------------------------------------
- ----------------------------------------
- ----------------------------------------
- ----------------------------------------
47,767 Shares
FIRST SECURITY CORPORATION
Common Stock
------------
PROSPECTUS
June , 1997
- ----------------------------------------
- ----------------------------------------
<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:
Registration fee - Securities and
Exchange Commission $ 391.56
Accountant's fees $2,500.00
Legal fees $5,000.00
Miscellaneous $1,000.00
---------
Total $8,891.56
---------
---------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware contains detailed
provisions on indemnification of directors and officers of a Delaware
corporation against expenses, judgments, fines and amounts paid in settlement,
actually and reasonably incurred in connection with litigation.
The Certificate of Incorporation of First Security Corporation provides for
indemnification of directors and officers to the full extent permitted or
allowed by the laws of the State of Delaware, as such laws exist or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the registrant to provide broader indemnification
rights than permitted or allowed by Section 145). The registrant also insures
its officers and directors to the full extent permitted by Section 145.
The directors and officers of the Registrant are entitled to
indemnification by the Selling Shareholders against liability arising by reason
of action by the Selling Shareholders in connection with this registration
statement.
ITEM 16. LIST OF EXHIBITS
The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-6.
<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 to the securities offering therein, and the offering of such
<PAGE>
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.
[THIS SPACE LEFT BLANK INTENTIONALLY]
<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 th day of June, 1997.
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.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Spencer F. Eccles Chairman and Chief
- ------------------------ Executive Officer, Director June 19, 1997
Spencer F. Eccles
/s/ Morgan J. Evans President and Chief
- ------------------------ Operating Officer, Director June 19, 1997
Morgan J. Evans
<PAGE>
/s/ Scott C. Ulbrich Executive Vice President
- ------------------------ Chief Financial Officer June 19, 1997
Scott C. Ulbrich (Principal Financial and
Accounting Officer)
/s/ James C. Beardall
- ------------------------ Director June 19, 1997
James C. Beardall
/s/ Rodney H. Brady
- ------------------------ Director June 19, 1997
Rodney H. Brady
/s/ James E. Bruce
- ------------------------ Director June 19, 1997
James E. Bruce
/s/ Thomas D. Dee II
- ------------------------ Director June 19, 1997
Thomas D. Dee II
- ------------------------ Director
Dr. David P. Gardner
/s/ Robert H. Garff
- ------------------------ Director June 19, 1997
Robert H. Garff
/s/ Jay Dee Harris
- ------------------------ Director June 19, 1997
Jay Dee Harris
/s/ Robert T. Heiner
- ------------------------ Director June 19, 1997
Robert T. Heiner
/s/ Karen H. Huntsman
- ------------------------ Director June 19, 1997
Karen H. Huntsman
/s/ G. Frank Joklik
- ------------------------ Director June 19, 1997
G. Frank Joklik
<PAGE>
/s/ B.Z. Kastler
- ------------------------ Director June 19, 1997
B. Z. Kastler
- ------------------------ Director
Joseph G. Maloof
/s/ Scott S. Parker
- ------------------------ Director June 19, 1997
Scott S. Parker
/s/ James L. Sorenson
- ------------------------ Director June 19, 1997
James L. Sorenson
/s/ Harold J. Steele
- ------------------------ Director June 19, 1997
Harold J. Steele
/s/ James R. Wilson
- ------------------------ Director June 19, 1997
James R. Wilson
<PAGE>
INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- ------------------------------------------ -------------
4. Agreement and Plan of Reorganization,
dated as of October 31, 1996, by and among
First Security Corporation ("FSC"),
First Security Bank, N.A. and
First Security Interim Bank
5. Opinion of Ray Quinney & Nebeker PC
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ray Quinney & Nebeker PC Included in
Exhibit 5
<PAGE>
EXHIBIT 4
AGREEMENT AND PLAN OF REORGANIZATION
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (this "AGREEMENT") is made and
entered into as of the 31st day of October, 1996, by and between FIRST SECURITY
BANK, N.A., a national banking association ("FSB"), FIRST SECURITY INTERIM BANK,
N.A., an interim national banking association to be organized under the laws of
the United States ("FSC SUB"), and FIRST SECURITY CORPORATION, a Delaware
corporation ("FSC").
RECITALS
A. FSB is a national banking association organized under the laws of the
United States, having authorized capital stock of 4,000,000 shares of common
stock, par value Twenty Five Dollars ($25.00) per share ("FSB COMMON STOCK"), of
which, as of September 30, 1996, there were 2,370,786 shares issued and
outstanding.
B. FSC is a qualified multi-bank holding company and owns in excess of
99.9% of the issued and outstanding shares of FSB Common Stock.
C. FSC Sub will be a national banking association organized by FSC under
the laws of the United States and FSC shall own all of the issued and
outstanding capital stock of FSC Sub.
D. The parties acknowledge that FSC is in the process of consolidating
all of its banking subsidiaries into FSB. First Security Bank of Idaho, N.A., a
wholly-owned subsidiary of FSC, was the first such subsidiary to be merged with
and into FSB, with FSB as the surviving national banking association, effective
as of June 21, 1996, and the Boards of Directors of each of FSB and First
Security Bank of Oregon, an Oregon savings bank ("FSBO") and a wholly-owned
subsidiary of FSC, have approved the merger of FSBO with and into FSB, with FSB
as the surviving association.
E. The Board of Directors of FSB and the Executive Committee of FSC
desire that FSC Sub be merged with and into FSB, with FSB to be the surviving
association of the merger.
F. The purpose of such merger is to convert the minority shareholders of
FSB, who collectively hold less than .04% of the outstanding shares of FSB, into
shareholders of FSC, which conversion will eliminate considerable burden and
cost in the performance by FSB of its regular business activities and will be
consistent with the consolidation of all banking subsidiaries into a single,
wholly-owned subsidiary.
G. The Board of Directors of FSB and the Executive Committee of FSC, each
by resolutions duly adopted pursuant to the authority given by and in accordance
with the laws governing them, have approved this Agreement and authorized the
execution hereof.
AGREEMENT
In consideration of the recitals listed above, and of the terms and mutual
covenants and conditions set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which the parties hereby
acknowledge, the parties hereto covenant and agree, subject to the satisfaction
or waiver of the conditions contained herein, that FSC Sub shall be merged with
and into FSB, in accordance with the laws of the United States, and do hereby
agree, prescribe and set
<PAGE>
forth the terms and conditions of such merger (the "MERGER"), and the mode of
carrying the same into effect, as follows:
1. ORGANIZATION OF FSC SUB. In the event FSC Sub is not an existing
corporation on the date of execution of this Agreement, FSC covenants and agrees
to diligently take any and all actions necessary and proper to effect the due
incorporation and organization of FSC Sub as an interim national banking
association under the laws of the United States. The authorized number of
shares of capital stock of FSC Sub shall be 1,000 shares having a par value of
Twenty-Five Dollars ($25.00) per share ("FSC SUB COMMON STOCK"). FSC and its
officers shall undertake each and every additional action reasonable and proper
to effectuate the organization of FSC Sub provided hereby so as to enable FSC
Sub to merge with Bank as contemplated hereby. Inasmuch as FSC Sub is being
formed for the sole purpose of participating in the Merger, FSC Sub shall not
undertake or perform any business or receive or hold any assets (other than FSC
Common Stock) during its existence.
2. THE MERGER, THE SURVIVING CORPORATION AND THE EFFECTIVE DATE. FSC Sub
shall be merged with and into FSB to form a single national banking association
on the Effective Date (as defined below) of the Merger and FSB shall continue in
existence as the banking association surviving the Merger. FSB shall continue
to be governed by the laws of the United States and to conduct the business of a
bank at its main office located in Ogden, Utah, and at all legally established
branches. The "EFFECTIVE DATE" of the Merger shall be the date established by
Office of the Comptroller of the Currency under its regulations and procedures.
Appropriate instruments will be filed with the Utah Department of Financial
Institutions as applicable.
3. PLAN OF MERGER. The Plan of Merger is as follows:
3.1. ARTICLES OF ASSOCIATION AND BYLAWS OF THE SURVIVING ASSOCIATION.
FSB, as the surviving association, shall continue to use the Articles of
Association and Bylaws of FSB as in effect immediately prior to the Effective
Date of the Merger. Said Articles of Association and Bylaws shall continue in
effect as the Articles of Association and Bylaws of FSB unless and until amended
or repealed in the manner provided by law and by said Articles of Association
and Bylaws.
3.2. BOARD OF DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION.
The Board of Directors and the officers of FSB as of the Effective Date of the
Merger shall be those persons who are identified as directors and officers of
FSB in Schedule A attached hereto and incorporated herein, and such persons
shall continue to hold office until their successors are duly elected and
qualified.
3.3. TREATMENT OF FSB SHARES. At the Effective Date of the Merger,
the issued and outstanding shares of FSB Common Stock held by FSC shall retain
their present rights and shall be unchanged by the Merger. Each other share of
FSB Common Stock which is outstanding immediately prior to the Effective Date,
other than shares as to which dissenters' rights are perfected, and all rights
in respect thereof, shall be converted, IPSO FACTO, and without any action on
the part of the holder thereof, into the right to receive 36.876 shares of FSC
Common Stock.
3.4. SHARES OF FSC SUB. Each share of FSC Sub Common Stock shall, at
the Effective Time of the Merger, be cancelled.
<PAGE>
3.5. SURRENDER OF CERTIFICATES. After the Effective Date, each holder
of shares of FSB Common Stock outstanding immediately prior to the Effective
Date (other than shares held by FSC or shares as to which dissenters' rights
have been perfected) shall, upon surrender for cancellation of a certificate or
certificates representing such shares to FSB or its agent designated for such
purpose, be entitled to receive a certificate or certificates representing the
number of shares of FSC Common Stock into which such shares of FSB Common Stock
shall have been converted pursuant to the provisions set forth herein. Until so
surrendered, the certificates which prior to the Merger represented shares of
FSB Common Stock shall be deemed for all corporate purposes to evidence
ownership of the shares of FSC Common Stock into which such shares of FSB Common
Stock shall have been converted; provided, however, that no dividends with
respect to shares of FSB Common Stock shall be paid until the holder shall have
surrendered such certificates, at which time the holder shall be paid the amount
of dividends, if any, without interest, which shall theretofore have become
payable with respect to the shares of FSC Common Stock into which such shares of
FSB Common Stock shall have been converted.
No fractional shares of FSC Common Stock shall be issued in or as a
result of the Merger. In lieu of any such fractional shares, as a mere
mechanical rounding off for accounting purposes, each holder of shares of FSB
Common Stock who would otherwise have been entitled to a fraction of a share of
FSC Common Stock upon surrender of stock certificates as provided in this
Section 3.5 will, upon such surrender, be paid an amount of cash (without
interest) determined by multiplying (a) the average of the daily closing prices
of a share of FSC Common Stock as reported on the NASDAQ Market during the
period of five (5) consecutive trading days ending at the end of the third
trading day immediately preceding the Effective Date, by (b) the fractional
share interest in FSC Common Stock to which the holder would otherwise be
entitled.
3.6. TRANSFER OF ASSETS AND LIABILITIES. On the Effective Date of the
Merger, FSC Sub and FSB shall become one association, which shall be FSB, the
surviving association, and the separate existence of FSC Sub shall cease, except
insofar as continued by statute. FSB shall possess all the rights, privileges,
powers, franchises and immunities, of a public as well as of a private nature,
and be subject to all of the restrictions, disabilities and duties, of each of
FSC Sub and FSB. All property, real, personal and mixed, of each of FSC Sub and
FSB, and all debts due on whatever account to each of them, including
subscriptions, if any, for shares, and all other things in action belonging to
each of FSC Sub and FSB, shall be taken and be deemed to be transferred to and
vested in, or shall continue to be vested in, FSB, without further act or deed.
FSB shall thenceforth be responsible for all liabilities and obligations of FSC
Sub and FSB in the same manner as if FSB had itself incurred such liabilities
and obligations. The liabilities of FSC Sub and FSB and of their shareholders,
directors and officers, the rights of creditors or of any other persons dealing
with FSC Sub or FSB, and any liens upon the property of FSC Sub or FSB (limited
to the property subject thereto immediately prior to the Effective Date of the
Merger) shall not be affected or impaired by the Merger. Any claim existing or
action or proceeding pending by or against either FSC Sub or FSB may be
prosecuted to judgment as if the Merger had not taken place, or FSB may be
proceeded against or be substituted in its place.
The parties hereto agree that from time to time and as and when
requested by FSB, or by its successors or assigns, and to the extent permitted
by law, the former officers and directors of FSC Sub and the officers and
directors of FSB are fully authorized, in the name of FSC Sub or otherwise, to
execute and deliver all such deeds, assignments, confirmations, assurances and
other instruments and to take or cause to be taken all such further action as
FSB may deem
<PAGE>
necessary or desirable in order to vest, perfect, confirm in or assure FSB
title to and possession of all of said property, rights, privileges, powers,
franchises and immunities and otherwise to carry out the intent and purposes of
this Agreement.
3.7. TAX CONSEQUENCES. It is the intention of the parties hereto that
the Merger shall constitute a tax-free reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended, (the "CODE"),
and that this Agreement shall constitute a "PLAN OF REORGANIZATION" for purposes
of Section 368 of the Code. The parties believe that the Merger will qualify in
substance to be treated as a tax-free reorganization under Code Section
368(a)(1)(B).
4. REPRESENTATIONS.
4.1. REPRESENTATIONS AND WARRANTIES OF FSC AND FSC SUB. FSC, for
itself and on behalf of FSC Sub, represents, warrants, covenants and agrees
that: (i) FSC is duly organized and validly existing in good standing under the
laws of Delaware and that FSC Sub shall be organized as an interim national bank
and shall be duly organized and in good standing under the laws of the United
States prior to the Merger; (ii) it has all right, power and authority to
conduct its business as now being conducted; (iii) this Agreement has been duly
authorized by the Executive Committee of FSC and will have been approved by the
Board of Directors of FSC Sub prior to the Merger; and (iv) FSC will own, upon
organization, all of the outstanding shares of capital stock of FSC Sub and will
vote these shares in favor of the Merger.
4.2. REPRESENTATIONS AND WARRANTIES OF FSB. FSB represents, warrants,
covenants and agrees that: (i) FSB is a national bank, duly organized and in
good standing under the laws of the United States, and has all right, power and
authority to conduct its business; and (ii) this Agreement has been duly
authorized by its Board of Directors.
5. CORPORATE APPROVAL.
5.1. SHAREHOLDER APPROVALS. The Merger contemplated hereby will be
submitted for approval by the shareholders of FSB and FSC Sub in accordance with
applicable statutes and regulations. FSC owns in excess of 99.9% of the
outstanding shares of FSB and will vote the shares of FSB in favor of the
Merger. FSC will own all of the shares of FSC Sub and will vote the shares of
FSC Sub in favor of the Merger.
6. CONDITIONS TO CLOSING.
6.1. ORGANIZATION OF FSC SUB. FSC Sub shall have been duly organized
under the laws of the United States.
6.2. REGULATORY APPROVALS AND FILINGS. The proposed Merger may not be
consummated until the OCC has approved the Merger by appropriate order, and the
appropriate filing requirements have been satisfied. FSB and FSC shall
immediately proceed to file an application with the OCC seeking approval of the
transactions contemplated hereby, a copy of which shall be submitted to the Utah
Department of Financial Institutions, if applicable or if required, and FSB, FSC
and FSC Sub shall otherwise comply with all other federal and state laws
regulating this transaction.
<PAGE>
6.3. SHAREHOLDER APPROVAL. Not less than two-thirds (2/3) of each of
FSC and FSC Sub shall have approved this Agreement and the Merger contemplated
hereby. FSC, as the sole shareholder of FSC Sub and as the holder of in excess
of 99.9% of the Common Stock of FSB, shall have approved, ratified and confirmed
this Agreement.
6.4. REGISTRATION OF SHARES. With respect to the FSC Common stock
which is to be issued hereunder, FSC shall use its best efforts to cause a
Registration Statement on Form S-3 or other appropriate form to be filed with
the Securities and Exchange Commission (the "SEC") within one hundred twenty
(120) days of the Effective Time and shall maintain the effectiveness of such
registration for a period measured by the shorter of (a) twelve (12) months from
and after the effectiveness of the registration under the Securities Act of
1933, as amended (the "1933 ACT") and (b) the holding period specified in Rule
144 under the 1933 Act, as amended from time to time, for the release of all
restrictions and requirements of Rule 144 (for example, as currently provided in
Rule 144(b) under the 1933 Act). The Registration Statement, at the time it
becomes effective and during the effectiveness period, shall in all material
respects conform to the requirements of the 1933 Act and the General Rules and
Regulations of the SEC under the 1933 Act (the "1933 RULES"). FSC will notify
the shareholders of the date of filing the Registration Statement and will
provide copies of the Registration Statement as filed, together with all
amendments, to the shareholders on a timely basis. Upon the effectiveness of
the Registration Statement, FSC will provide the shareholders with five (5)
copies of a "resale prospectus" for use in selling shares through the
Registration Statement. The FSC Common Stock to be issued by FSC in connection
with the Merger, as of the Effective Time, shall be duly qualified or exempted,
as the case may be, under applicable federal and state Blue Sky securities laws.
6.5. NO ACTION OR PROCEEDING. Unless waived by the parties hereto,
the proposed Merger may not be consummated if there shall have been instituted
any litigation, regulatory proceeding or other matter which challenges the
legality or effectiveness of the transactions contemplated hereby or seeks an
order, decree or injunction enjoining or prohibiting the consummation of the
Merger.
7. CLOSING. The parties shall cause their authorized representatives to
hold a meeting (the "CLOSING") at the corporate offices of FSC, at such time and
date as the parties may stipulate in writing and consistent with the
satisfaction of the conditions to Closing of Section 6 hereof (the "CLOSING
DATE"). At the Closing, each party shall execute and deliver to the other
parties the documents and other materials necessary to satisfy any conditions
precedent to the obligation of the other parties to consummate the Merger, and
if all such conditions have been met or waived, then the parties shall execute
such documents, if any, as may be necessary to comply with appropriate federal
and state agencies.
8. TERMINATION.
8.1. TERMINATION. Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and abandoned at any time
prior to the Effective Date of the Merger:
(a) By mutual consent of the Board of Directors of FSC Sub and
the Board of Directors of FSB; or
<PAGE>
(b) By either the Board of Directors of FSC Sub or the Board of
Directors of FSB at any time after the expiration of twelve (12) months
from the date hereof, if the Merger shall not theretofore have been
consummated by the failure to satisfy the conditions to Closing not within
the control of the electing party; or
(c) By FSB upon written notice to FSC Sub at any time if any
representation or warranty of FSC Sub contained in this Agreement was
materially incorrect when made or becomes materially incorrect on or prior
to the Closing Date, or if FSC Sub fails to comply with any of its
covenants contained in this Agreement, and the same is not cured within
thirty (30) days after notice of such inaccuracy or noncompliance; or
(d) By FSC Sub upon written notice to FSB at any time if any
representation or warranty of FSB contained in this Agreement was
materially incorrect when made or becomes materially incorrect on or prior
to the Closing Date, or if FSB fails to comply with any of its covenants
contained in this Agreement, and the same is not cured within thirty (30)
days after notice of such inaccuracy or noncompliance.
8.2. EFFECT OF TERMINATION. In the event of the termination and
abandonment hereof pursuant to the provisions of Section 8.1, this Agreement
shall become void and have no force or effect. Such termination shall not
relieve any party of liability for any default prior to such termination.
9. MISCELLANEOUS.
9.1. NOTICES. Any notices or other communication required or
permitted hereunder shall be sufficiently given if made by personal delivery, by
confirmed air courier or sent by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to FSB:
First Security Bank, N.A.
79 So. Main Street
Salt Lake City, Utah 84145
Attn: Scott Nelson, Chairman
With a copy to:
First Security Corporation
79 So. Main Street
Salt Lake City, Utah 84145
Attn: Brad D. Hardy, Esq., Executive
Vice President and General Counsel
With a copy to:
Sylvia I. Iannucci, Esq.
Ray, Quinney & Nebeker
79 South Main Street
P.O. Box 45385
<PAGE>
Salt Lake City, Utah 84145-0385
If to FSC or FSC Sub:
First Security Corporation
79 So. Main Street
Salt Lake City, Utah 84145
Attn: Brad D. Hardy, Esq., Executive
Vice President and General Counsel
With a copy to:
Sylvia I. Iannucci, Esq.
Ray, Quinney & Nebeker
79 South Main Street
P.O. Box 45385
Salt Lake City, Utah 84145-0385
or to such other addresses as shall be furnished in writing by any party. If
sent by air courier, or by certified or registered mail, such notice or
communication shall be deemed to have been given upon the earlier to occur of
the date upon which it is actually received by the addressee or the business day
upon which delivery is made at such address as confirmed by the air courier or
the United State Post Office.
9.2. BINDING AGREEMENT. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
successors and assigns. This Agreement may not be assigned except with the
prior written consent of the other parties hereto.
9.3. ENTIRE AGREEMENT. This instrument contains the entire Agreement
between the parties with respect to the transactions contemplated herein and
supersedes all previous written or oral negotiations, commitments and writings
and cannot be altered or otherwise amended except pursuant to an instrument in
writing signed by each of the parties hereto.
9.4. HEADINGS. The headings in the sections of this Agreement are
inserted for convenience only and shall not constitute a part hereof.
9.5. COUNTERPARTS. This Agreement may be executed and delivered in
any number of counterparts and each shall be considered an original and together
they shall constitute one agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the date above recited.
FIRST SECURITY CORPORATION
By: /s/ Spencer F. Eccles
----------------------------------
Spencer F. Eccles, Chairman
and Chief Executive Officer
FIRST SECURITY BANK, N.A.
By: /s/ L. Scott Nelson
----------------------------------
L. Scott Nelson, Chairman
FIRST SECURITY INTERIM SUB, N.A.
By: FIRST SECURITY CORPORATION
By: /s/ Spencer F. Eccles
-----------------------------------
Spencer F. Eccles, Chairman
and Chief Executive Officer
<PAGE>
EXHIBIT 5
OPINION OF RAY QUINNEY & NEBEKER
June 20, 1997
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 OF 47,767 SHARES OF FIRST SECURITY CORPORATION
COMMON STOCK FOR MINORITY SHAREHOLDERS OF FIRST SECURITY BANK N.A..
Dear Mr. Ulbrich:
This Firm has acted as counsel to First Security Corporation, a Delaware
corporation ("the Company), in connection with its registration of 47,767
shares of its common stock, par value $1.25 ("the Shares") as provided in the
First Security Bank N.A. merger agreement. In this connection we have
prepared the Company's Registration Statement on Form S-3 as filed with the
Securities and Exchange Commission on June 20, 1997.
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:
<PAGE>
Scott C. Ulbrich
June 20, 1997
Page Two
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/Proxy Statement referred to above.
2. The Shares are duly and validly issued and are 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.
We hereby consent to the use of our name in the Prospectus and
Registration Statement 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
<PAGE>
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 21, 1997,
appearing in the Annual report on Form 10-K of First Security Corporation for
the year ended December 31, 1996, 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 18, 1997
