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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 February 19, 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 February 19, 1998, First Security Corporation (FSCO) issued a press release
announcing that it has signed a definitive agreement to acquire California
State Bank, a copy of which is attached to this report as Exhibit A.
Also on February 19, 1998, FSCO issued a press release announcing that its
board of directors had rescinded a stock buyback program, a copy of which is
attached to this report as Exhibit B.
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)
[SIGNED] February 19, 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 Contacts: Scott Ulbrich
Feb. 19, 1998 (801) 246-5706
Adrian Gostick
(801) 246-5535
FIRST SECURITY TO ACQUIRE
$849 MILLION CALIFORNIA STATE BANK
SALT LAKE CITY -- First Security Corporation (Nasdaq: FSCO) announced today
that it has signed a definitive agreement to acquire California State Bank
(Nasdaq: CSTB), headquartered in West Covina, Calif.
California State Bank had year-end 1997 assets of $849.2 million, and has 17
branches serving small- and middle-market business customers and retail
banking clients in the San Gabriel Valley, as well as Orange, Riverside and
San Bernardino counties of Southern California.
Under the terms of the agreement, 1.42 (2.13 after giving effect to the 50%
stock dividend payable on Feb. 24, 1998) shares of First Security Corporation
common stock will be exchanged for each share of California State Bank. The
transaction will be accounted for as a pooling of interests and is expected to
close by third-quarter 1998, subject to regulatory and California State Bank
shareholder approval.
"We are excited to expand First Security's financial services reach into
Southern California, and believe this merger will benefit customers and
shareholders of First Security and California State Bank," said Spencer F.
Eccles, First Security Corporation Chairman and Chief Executive Officer.
"California State Bank has a rich history of serving the business community
in the Los Angeles area. The organization's management and owners are well
respected, and its employees are committed to delivering the same brand of
110% customer service for which First Security is known."
California State Bank Chairman and Chief Executive Officer Thomas A. Bishop
and President and Chief Operating Officer Eugene D. Bishop called the
partnership a positive combination for the businesses of Southern California.
"First Security has the same customer-driven focus as our organization, and
we are excited about the benefits and expanded product lines that will be
provided to our customers," Mr. Thomas Bishop said. "Customers will continue
to see the same friendly employee faces in our branches, and the officers and
senior management of California State Bank will remain in place."
In 1997, First Security Corporation enjoyed the most successful year in its
70-year history. First Security is the largest financial services organization
headquartered in the Intermountain West, and operates 294 bank branches and
more than 60 business banking offices in Utah, Nevada, Oregon, Idaho, New
Mexico and Wyoming. The corporation also operates 142 mortgage and
construction lending offices in 26 states, through subsidiaries CrossLand
Mortgage, Western Sunrise Mortgage and First Security Bank.
Incorporated in 1928, First Security Corporation is the oldest multistate
bank holding company in the United States.
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EXHIBIT B
FOR IMMEDIATE RELEASE Contact: Scott Ulbrich
Feb. 19, 1998 (801) 246-5706
FIRST SECURITY RESCINDS STOCK BUYBACK
SALT LAKE CITY - (Nasdaq: FSCO) First Security Corporation's Board of
Directors today rescinded a stock buyback program that was announced Nov. 18,
1997. The company had completed approximately 80% of the 2.25 million-share
buyback program.
In 1997, First Security Corporation enjoyed the most successful year in its
70-year history. With $17.3 billion in assets, First Security is the largest
financial services organization headquartered in the Intermountain West.
Incorporated in 1928, it is also the oldest multistate banking holding company
in the United States.
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