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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report October 1, 1998
Commission File Number 1-6906
FIRST SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
State of incorporation Delaware
I.R.S. Employer Identification No. 87-6118148
Address of principal executive offices 79 South Main, P.O. Box 30006
Salt Lake City, Utah
Zip Code 84130-0006
Registrant's telephone number, including area code (801) 246-5706
Item 5. Other Information
On September 23, 1998, First Security Corporation (FSCO) issued a press release
announcing the signing of a definitive agreement to acquire Van Kasper &
Company, a copy of which is attached to this report as Exhibit A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST SECURITY CORPORATION
(Registrant)
/s/ Scott C. Ulbrich October 1, 1998
__________________________________________________________ __________________
Scott C. Ulbrich (Date)
Executive Vice President, Finance and Capital Markets
and Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT A
FOR IMMEDIATE RELEASE FIRST SECURITY CORPORATION
September 23, 1998 Contact: Scott Ulbrich
(801) 246-5706
VAN KASPER & COMPANY
Contacts: Wayne Scott (415) 954-0617
Roger Pondel / Rob Whetstone (310) 207-9300
FIRST SECURITY TO ACQUIRE VAN KASPER & COMPANY
SALT LAKE CITY, UT; SAN FRANCISCO, CA: First Security Corporation (Nasdaq:
FSCO) and Van Kasper & Company today jointly announced they have signed a
definitive agreement under which First Security will acquire Van Kasper, a San
Francisco-based, full-service investment banking and brokerage firm.
The transaction is expected to close early in 1999, pending regulatory
approval. Details of the transaction are attached.
"We are very pleased to be joining forces with an investment banking and
brokerage firm with Van Kasper & Company's outstanding reputation and
capabilities," said Spencer F. Eccles, First Security chairman and chief
executive officer. "Van Kasper will bring exciting benefits and new growth
opportunities to First Security's capital markets, business banking and
personal financial services lines of business, expanding the range of products
and services we are able to offer to our clients."
Mr. Eccles added that the partnership is a "natural extension" of First
Security's current operations in investment banking, brokerage and asset
management. He added that First Security brings expertise in municipal finance
and fixed income securities to the partnership, as well as extensive
capabilities under its new Section 20 subsidiary, First Security Capital
Markets, Inc.
"All of us are excited about the business opportunities and synergies our
merger will bring to both organizations," said Van Kasper, president and chief
executive officer of Van Kasper & Company. "Moreover, we are happy to be
associated with such a well capitalized and managed organization that shares
our same high ethical values and standards, offering customers unparalleled
service in helping to manage their financial assets. We clearly see this
partnership as an extremely positive combination for the clients of Van Kasper
& Company."
Van Kasper & Company, founded in 1978, is an investment banking, private client
and institutional brokerage firm with offices in San Francisco, Los Angeles,
San Jose, Fresno, Walnut Creek, Sacramento, San Diego and Newport Beach,
California, and Phoenix, Arizona. The company provides investment research and
is ranked among the top West Coast firms in terms of number of transactions and
total dollars raised in public offerings of common stock, convertible
securities and fixed-income instruments. Through its investment management
subsidiary Van Kasper Advisors, the company manages more than $500 million for
corporations, retirement plans, trusts, fiduciaries, financial institutions and
individuals. Van Kasper & Company also places securities privately, advises
clients on merger and acquisition transactions, and performs valuation
services.
With $19.4 billion in assets, First Security Corporation is poised to become
the West's second largest independent bank holding company. First Security
currently operates 315 bank branches and more than 60 business banking offices
in Utah, California, Idaho, Nevada, Oregon, New Mexico and Wyoming. The
corporation also operates more than 140 mortgage and construction lending
offices in 26 states, through subsidiaries First Security Bank and CrossLand
Mortgage, and CrossLand's Western Sunrise division.
For more information, visit www.firstsecuritybank.com. and www.vkco.com.
Summary Transaction Terms
Transaction: Acquisition of 100% of the fully diluted shares of Van Kasper &
Company
Total Consideration: $100 million
Exchange Ratio: Floating exchange ratio with an FSCO stock price collar of $18
to $22
Retention: Total consideration includes $10 million paid in cash over a four-
year period to key employees; employment agreements
Deferred Consideration: Total consideration includes deferred payments to
shareholders subject to the achievement of specified performance goals
Structure: Tax-free exchange of shares
Accounting: Purchase
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