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 (Date of earliest event reported): January 29, 1999
FIRST SECURITY CORPORATION
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Exact name of registrant as specified in its charter
Delaware 1-6906 87-6118148
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State or other jurisdiction Commission File No. IRS Employer ID #
of incorporation
79 South Main, P.O. Box 30006, Salt Lake City, Utah 84130-0006
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Address and zip code of principal executive offices
(801) 246-5706
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Registrant's telephone number
Item 5. Other Events
On January 8, 1999, the Registrant filed its Registration Statement on
Form S-4, File No. 333-69379. The Prospectus/Information Statement filed as part
of that Registration Statement disclosed the mechanism for calculating the
Exchange Ratio for the exchange of shares of Van Kasper & Company securities for
shares of the Registrant's common stock. Specifically, in the question and
answer section of the Prospectus/Information Statement, the Registrant disclosed
that if the market price of Registrant's common stock is between $18.00 and
$22.00 per share during a specified period of ten trading days, the Exchange
Ratio would have been equal to between 5.26 and 6.43.
As a result of the exercise subsequent to the date of the
Prospectus/Information Statement of certain stock acquisition rights by certain
Van Kasper employees, which rights were expected to be cashed out prior to the
closing of the Merger, the number of outstanding Van Kasper options has
increased over the number used in the calculations contained in the
Prospectus/Information Statement. Registrant now believes, based on disclosures
from Van Kasper & Company as to the new number of outstanding Van Kasper shares,
that the correct end points for the Exchange Ratio are approximately 6.142
shares of Registrant's common stock if Registrant's common stock price was
determined to be at or below $18.00 at the relevant time, and approximately
5.025 shares of Registrant's common stock if Registrant's common stock price was
determined to be at or above $22.00 at the relevant time.
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Exhibits
99.1 Letter to Shareholders
FIRST SECURITY CORPORATION
/s/ Brad D. Hardy
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Brad D. Hardy
Executive Vice President and
Chief Financial Officer
Dated: January 29, 1999
January 29, 1999
Dear Shareholder:
Subsequent to the date of the Prospectus/Information Statement that was
mailed to you on or about January 11, 1999, a number of additional options to
purchase Van Kasper shares vested or were accelerated. As a result, the exchange
ratio range set forth in the Prospectus/Information Statement has decreased
slightly.
The new range is set forth in the attached Form 8-K filed by First
Security Corporation. This Form updates the information included in the
Prospectus/Information Statement.
If the foregoing meets with your approval, please execute the enclosed
new written consent and return it to John Chung as soon as possible.
F. Van Kasper
Chairman
