As filed with the Securities and Exchange Commission on February 5, 1999.
Registration No. 033-52205
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1
to
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 (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation Classification
or organization) Code Number)
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)
-----------------------
BRAD D. HARDY
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FIRST SECURITY CORPORATION
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 246-6000
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
------------------------
Copies To:
A. ROBERT THORUP, ESQ JAMES J. SCHEINKMAN, ESQ.
RAY, QUINNEY & NEBEKER THE BUSCH FIRM
79 SOUTH MAIN STREET 2532 DUPONT DRIVE
SALT LAKE CITY, UTAH 84111 IRVINE, CALIFORNIA 92612-1254
(801) 323-3359 (949) 474-7368
(FAX) (801) 532-7543 (FAX) (949) 747-7732
------------------------
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. / x /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING REGISTRATION FEE
OF SECURITIES TO BE REGISTERED OFFERING PRICE PRICE
REGISTERED
- --------------------- --------------- --------------------- ---------------------- --------------------
<S> <C> <C> <C> <C> <C>
Common Stock 14,052,820 shares $28.125(1) $150,760,770(1) $51,986.84 (PAID)(1)
($1.25 par value)
Common Stock Rights 14,052,820(2) rights None None None
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee, as determined January 27, 1994. The number of shares shown
reflects several 3-for-2 stock splits implemented since the filing of the
original registration statement. The share price, aggregate price and fee have
not been adjusted.
(2) One Right to purchase Junior Series B Preferred Stock is associated with
each common share. Rights generally are not transferable separately.
THE REGISTRANT HEREBY AMENDS THIS POST EFFECTIVE AMENDMENT TO 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 POST EFFECTIVE
AMENDMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(A), MAY DETERMINE.
This Registration Statement consists of 21 consecutively numbered pages.
The Exhibit Index is on consecutively numbered page 20.
<PAGE>
PROSPECTUS
FIRST SECURITY CORPORATION
14,052,820 Shares of Common Stock
$1.25 Par Value
(including Common Share Rights)
----------------------------------------
The Shares covered by this Prospectus may be offered from time to time
by the selling shareholders who are named herein, or by persons who acquired the
Shares from the selling shareholders. The Shares may be sold directly into the
NASDAQ National Market System, or they may be placed into the public markets
through one or more underwriters. Any sales will be at market or negotiated
prices prevailing at the time. Under no circumstances will First Security
receive any proceeds from any sale of the Shares.
The Selling Shareholders may pledge all or a portion of their Shares as
collateral for loans. Under such circumstances, the pledgee of the Shares will
have the same rights of sale under this Prospectus as the Selling Shareholders.
The Selling Shareholders may also transfer their Shares by gift. Donees
will have the same rights of sale as the Selling Shareholders under this
Prospectus.
- --------------------------------------------------------------------------------
The Shares carry inherent investment risks.
- --------------------------------------------------------------------------------
The Commission has not approved or disapproved the shares.
Neither the Commission nor any state regulatory agency has passed
on the accuracy or adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
The Shares are not savings accounts, deposits or other obligations of
a bank or savings association. They are not insured by the FDIC or
any other bank insurance fund or government agency.
----------------------------------------
The date of this Prospectus is February 5, 1999
<PAGE>
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT CONTAINED IN
THIS PROSPECTUS OR ATTACHED HERETO. COPIES OF ANY SUCH DOCUMENTS, OTHER THAN
EXHIBITS, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM THIS PROSPECTUS IS
DELIVERED UPON WRITTEN OR ORAL REQUEST DIRECTED TO:
BRAD D. HARDY
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER, SUITE 200
79 SOUTH MAIN STREET, SALT LAKE CITY, UTAH 84111
TELEPHONE NUMBER (801) 246-6000.
No one has been authorized to give any information or to make any
representations other than as contained in this Prospectus. If given or made,
such information or representations should not be relied upon as having been
authorized by First Security. Neither the delivery of this Prospectus nor any
sale or exchange made hereunder should create any implication that there has
been no change in the affairs or operations of First Security or that the
information herein is correct as of any time after the date of this Prospectus.
SUMMARY INFORMATION ABOUT FIRST SECURITY CORPORATION
First Security is a Delaware incorporated multi-bank holding company
headquartered in Salt Lake City, Utah. At December 31, 1998, First Security and
its subsidiaries had total consolidated assets, deposits, and shareholders'
equity of $20.4 billion, $12.0 billion and $1.6 billion, respectively. Its main
executive offices are located at 79 South Main Street, Salt Lake City, Utah
84111, telephone 801-246-6000.
First Security Bank, N.A. ("FSB"), First Security Bank of New Mexico,
N.A. ("FSBNM") are First Security's primary assets. Both national banks are top
level competitors in their main locations (Utah, Idaho and Albuquerque, New
Mexico), and provide a full range of banking services. First Security also owns
First Security Bank of Southern New Mexico, N.A. and First Security Bank of
California, N.A., both of which are smaller national banks serving smaller
markets, but with access to the full range of First Security system products and
services. First Security Bank of Nevada is a growing state chartered bank
headquartered in Las Vegas. First Security has recently announced the planned
acquisitions of banks in Reno and Stateline, Nevada to augment the Nevada bank's
market areas.
First Security also owns and operates several non bank subsidiaries,
including a leasing company, a mortgage company, a securities broker-dealer, an
investment adviser, an insurance agency, a credit life insurance company and a
management and services subsidiary. Recently, First Security announced the
planned acquisition of San Francisco-based Van Kasper & Company, a securities
broker-dealer and investment advisor. The securities subsidiaries are subject to
regulation and supervision by the Commission and applicable state securities
authorities. The insurance agency and credit life insurance company are
regulated by applicable state insurance regulators.
2
<PAGE>
A substantial portion of First Security's cash flow is typically
derived from dividends and interest from its subsidiaries, and from the sale of
investment securities to finance its growth and operations.
RISKS OF THE SHARES
The Shares are investments that carry substantial risks of losing their
value based on market fluctuations, general economic conditions and adverse
changes to the operating results or assets of First Security. These risks are
discussed more fully in First Security's Annual Reports on Form 10-K, which are
incorporated into this Prospectus by reference.
WHERE CAN I OBTAIN ADDITIONAL INFORMATION?
First Security has filed a Registration Statement on Form S-3 with
respect to the Shares offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by SEC rules and regulations. For further
information, reference is made to the Registration Statement, including the
exhibits thereto. The Registration Statement and First Security's periodic
reports, proxy statements and other information filed with the SEC can be
obtained, upon payment of prescribed fees, at the SEC Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. These documents can also be
inspected at the SEC's Regional Offices at Suite 1400, 500 West Madison Street,
Chicago, Illinois 60621-2511, and Room 1228, 75 Park Place, New York, New York
10007; or by way of the SEC website, www.sec.gov.
First Security's Common Stock is included for quotation on the NASDAQ
National Market System ("NASDAQ/NMS"), and FSC's periodic reports, proxy
statements and other information can be found and copied at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
First Security has incorporated by reference the following periodic
reports and proxy statements into this Prospectus:
(a) First Security's Annual Report on Form 10-K for the year ended
December 31, 1997, except Items 1, 6, 7 and 8 which are not
incorporated by this reference; and
(b) First Security's Proxy Statement dated March 16, 1998; and
(c) First Security's Quarterly Report on Form 10-Q for the
quarters ended September 30, 1998 and June 30, 1998; and
(d) First Security's Current Reports on Form 8-K dated October
1, 1998 (2 reports); October 15, 1998; November 2, 1998,
November 18, 1998 and January 25, 1999, and
3
<PAGE>
(e) Description of First Security Common Stock as included in
First Security's Registration Statement on Form S-3, filed
with the Commission on September 13, 1991, Commission File
Number 33-42784.
All documents filed by First Security with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after 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 by
reference herein shall be deemed to be modified or superseded to the extent that
a statement contained herein or in any other subsequently filed document which
also is incorporated by reference herein modifies or supersedes such statement.
INFORMATION ABOUT THE SELLING SHAREHOLDERS
The 14,052,820 Shares covered by this Prospectus are owned by the
persons listed below. These Shares were acquired by the Selling Shareholders in
connection with First Security's acquisition of First National Financial
Corporation on November 19, 1993 (the Shares have been subject to multiple stock
splits since 1993), as well as through open market purchases and interfamily
transfers. The Shares are being registered by First Security for resale by the
Selling Shareholders pursuant to that certain Registration Rights Agreement
dated as of November 19, 1993 between First Security and each of the Selling
Shareholders or their predecessors, and as an agreed accomodation.
Mrs. Colleen J. Maloof and Messrs. Joseph G., Gavin P., George J.,
Phillip J., Phillip F. and Michael J. Maloof were Directors of First National
Financial Corporation prior to the merger with and into First Security. All of
the Selling Shareholders or their controlling persons participated directly or
indirectly in the negotiation of the merger of First National Financial
Corporation with and into First Security. Certain of the Shares were acquired by
the Selling Shareholders pursuant to the Merger Agreement, a copy of which is
incorporated by reference as an exhibit to the Securities Act Registration
Statement of which this prospectus forms a part.
[This space left blank intentionally]
4
<PAGE>
The following table gives specific information about the Selling
Shareholders and the number of Shares potentially sold by each of them by means
of this Prospectus:
<TABLE>
<CAPTION>
SHARES OWNED SHARES SHARES OWNED
NAME AND ADDRESS PRIOR TO OFFERED FOLLOWING
THIS OFFERING HEREBY THIS OFFERING
------------------------------------------ -------------- -------------- ----------------
<S> <C> <C> <C>
Colleen J. Maloof, Joseph G. Maloof,
George J. Maloof, Jr., Gavin
Maloof, Phillip Maloof and Adrienne Maloof,
Trustees of the Trust Two, a
Testamentary Trust, Established
Under the Last Will and
Testament of George J. Maloof 5,642,047(1) 5,642,047(1) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Colleen J. Maloof 251,969(1) 251,969(1) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Colleen J. Maloof
Charitable Remainder Trust 33,457(1) 33,457(1) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Colleen J. Maloof, Trustee
George J. Maloof 467,986(1) 467,986(1) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Colleen J. Maloof, Trustee
Phillip J. Maloof 467,986(1) 467,986(1) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Colleen J. Maloof, Trustee
Adrienne M. Maloof 467,986(1) 467,986(1) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
5
<PAGE>
Joseph G. Maloof 1,597,998(1) 1,597,998(1) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Gavin P. Maloof 1,646,888(1) 1,646,888(1) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Adrienne M. Maloof 941,413(1) 941,413(1) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
George J. Maloof, Jr. 1,312,728(1) 1,312,728(1) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
Phillip J. Maloof 1,222,362(1) 1,222,362(1) (2)
523 Commercial, N.E.
P.O. Box 1086
Albuquerque, NM 87103
TOTAL SHARES 14,052,820(1) 14,052,820(1) (2)
</TABLE>
(1) Does not include stock options awarded pursuant to any First
Security director stock option plan, none of which are covered
by this Prospectus. (See First Security's Proxy Statement for
current share holdings of its Directors.)
(2) All of some of the Shares covered by this Prospectus may be
offered from time to time on a delayed or continuing basis by
some or all of the Selling Shareholders.
Joseph G. Maloof serves as a Director of First Security and George J.
Maloof, Jr. serves as a director of First Security Bank of Nevada, a wholly
owned subsidiary of First Security. Other than these persons, none of the
Selling Shareholders had any position, office or other material relationship
within the past three years with First Security or any of its affiliates other
than as depositor, borrower, local community advisor or shareholder.
THE PLAN OF DISTRIBUTION OF THE SHARES
The Shares may be sold from time to time by the Selling Shareholders,
or by pledgees, donees, transferees or other successors in interest, including,
without limitation, Bear, Stearns & Co. Inc. and any of its affiliates,
including Bear, Stearns International Limited. ("Bear Stearns") or any other
broker-dealer. Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise at prices and on terms then prevailing or
at prices related to the then current market price of the Common Stock, or in
negotiated transactions. The Shares may be sold by one or more of the following
methods: (a) a block trade in which the broker or dealer so engaged will attempt
to sell the Shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction; (b) purchases by a broker or dealer
as principal and resale by such broker or dealer for its account pursuant to
this Prospectus; (c) an exchange distribution in accordance with the rules of
6
<PAGE>
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. From time to time the Selling Shareholders may
engage in short sales, short sales versus the box, puts and calls and other
transactions in securities issued by First Security or derivatives thereof, and
may sell and deliver the Shares in connection therewith. The Shares may be
acquired by Bear Stearns or another broker dealer from the Selling Shareholders
by means of the exercise of put or call or forward sale contracts whereby Bear
Stearns or another broker dealer may become the holder of all or part of the
Shares. Bear Stearns or another broker dealer may sell the Shares in any manner
described in this Prospectus. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 or Rule 145 under the Act
may be sold under either of such rules rather than pursuant to this Prospectus.
In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from Selling Shareholders in
amounts to be negotiated immediately prior to the sale. The Selling Shareholders
and agents who execute orders on their behalf may be deemed to be underwriters
as that term is defined in Section 2(11) of the Act and a portion of any
proceeds or sales discounts, commissions or other compensation may be deemed to
be underwriting compensation for purposes of the 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.
Pursuant to the Registration Rights Agreement, the Selling Shareholders
have agreed, among other things, not to effect a public sale or distribution
(including a sale under Rule 144 promulgated under the Securities Act of 1933
but excluding private sales) of any of the Shares during the 14 days prior to,
and the 90 days after, the execution of an underwriting agreement or the
effective date of a registration statement filed by First Security in connection
with an underwritten offering of shares of Common Stock. Such time periods may
be shortened with the consent of the managing underwriter of any such offering.
At the time a particular offering of Shares is made, to the extent
required by law, a Prospectus Supplement will be distributed which will set
forth the amount of Shares being offered and the terms of the offering,
including the purchase price or public offering price, the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
Shares purchased from the Selling Shareholder, any discounts, commissions and
other items constituting compensation from the Selling Shareholder and any
discounts, commissions or concessions allowed or reallowed or paid to dealers.
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 First Security. 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. First Security 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, 1997 and 1996,
and for each of the three years in the period ended December 31, 1997
incorporated in this Prospectus Statement by reference from First Security's
Annual Report on Form 10-K (as amended and restated to give effect to the
California State Bank acquisition, which was accounted for as a pooling of
interests, as set forth in the Current Report on Form 8-K, dated October 1,
1998) have been audited by Deloitte & Touche, LLP, independent auditors, as
stated in their reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing
LEGAL MATTERS
The legality of First Security'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. As of December 31, 1998, attorneys at
Ray, Quinney & Nebeker, as a group, were beneficial owners of no more than 4.0%
of the total outstanding First Security Common Stock. A partner in Ray Quinney &
Nebeker is the daughter of the Chairman and Chief Executive Officer of First
Security, and another partner serves as Assistant Secretary.
DISCLOSURE OF THE COMMISSION'S POSITION ON 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 First Security'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 First Security.
First Security 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 FIRST
SECURITY PURSUANT TO THE FOREGOING PROVISIONS, FIRST SECURITY 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
8
<PAGE>
IS THEREFORE UNENFORCEABLE. IN THE EVENT THAT A CLAIM FOR INDEMNIFICATION
AGAINST SUCH LIABILITIES (OTHER THAN THE PAYMENT BY FIRST SECURITY OF EXPENSES
INCURRED OR PAID BY A DIRECTOR, OFFICER OR CONTROLLING PERSON OF FIRST SECURITY
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 SECURITIES ACT AND WILL BE GOVERNED BY THE FINAL
ADJUDICATION OF SUCH ISSUE.
9
<PAGE>
--------------------------------------------------
--------------------------------------------------
TABLE OF CONTENTS
PROSPECTUS................................................................2
SUMMARY INFORMATION ABOUT FIRST SECURITY CORPORATION......................2
RISKS OF THE SHARES.......................................................3
WHERE CAN I OBTAIN ADDITIONAL INFORMATION?................................3
INFORMATION ABOUT THE SELLING SHAREHOLDERS................................4
THE PLAN OF DISTRIBUTION OF THE SHARES....................................6
EXPERTS...................................................................8
LEGAL MATTERS.............................................................8
DISCLOSURE OF THE COMMISSION'S POSITION ON INDEMNIFICATION
FOR SECURITIES LAW LIABILITIES..........................................9
FIRST SECURITY CORPORATION
14,052,820 Shares of Common Stock
--------------------------------------------------
--------------------------------------------------
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Disclosed previously in the Registration Statement
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
See page 9 of the Prospectus.
ITEM 16. LIST OF EXHIBITS
The Exhibits to this registration statement are as follows:
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- ------------------- --------------
2. Agreement and Plan of Merger, dated as of ***
May 18, 1993, by and among First Security
Corporation and First National Finan-
cial Corporation. (Incorporated by reference
from First Security's Report on Form 8-K dated
May 18, 1993 (File No.1-6906)
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. Consent of Deloitte & Touche ***
*** Incorporated by reference
11
<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
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.
12
<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 5th day of February, 1999.
FIRST SECURITY CORPORATION
By: /s/ Morgan J. Evans
----------------------------------
Morgan J. Evans
President and Chief Operating Officer
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 February 4, 1999
- ----------------------
Spencer F. Eccles Executive Officer, Director
/s/ Morgan J. Evans* President and Chief February 4, 1999
- --------------------
Morgan J. Evans Operating Officer, Director
/s/ Brad D. Hardy* Executive Vice President, General February 4, 1999
- ------------------- Counsel and Chief Financial Officer
Brad D. Hardy (Principal Financial and
Accounting Officer)
/s/ James C. Beardall* Director February 4, 1999
- ----------------------
James C. Beardall
/s/ Rodney H. Brady* Director February 4, 1999
- --------------------
Rodney H. Brady
/s/ James E. Bruce* Director February 4, 1999
- -------------------
James E. Bruce
/s/ Thomas D. Dee II* Director February 4, 1999
- ---------------------
Thomas D. Dee II
Dr. David P. Gardner* Director February 4, 1999
- ---------------------
Dr. David P. Gardner
______________ Director
Robert H. Garff
/s/ Jay Dee Harris* Director February 4, 1999
- -------------------
Jay Dee Harris
13
<PAGE>
/s/ Robert T. Heiner* Director February 4, 1999
- ---------------------
Robert T. Heiner
/s/ Karen H. Huntsman* Director February 4, 1999
- ----------------------
Karen H. Huntsman
/s/ G. Frank Joklik* Director February 4, 1999
- --------------------
G. Frank Joklik
/s/ B. Z. Kastler* Director February 4, 1999
B. Z. Kastler
____________________ Director
Dr. J. Bernard Machen
/s/ Joseph G. Maloof* Director February 4, 1999
- ---------------------
Joseph G. Maloof
________________________ Director
Michele Papen-Daniel, Ph.D.
/s/ Scott S. Parker* Director February 4, 1999
- --------------------
Scott S. Parker
/s/ James L. Sorenson* Director February 4, 1999
- ----------------------
James L. Sorenson
/s/ Harold J. Steele* Director February 4, 1999
- ---------------------
Harold J. Steele
_________________ Director
James R. Wilson
By: /s/ A. R. Thorup February 4, 1999
---------------------
A. R. Thorup*
Attorney in Fact
14
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post Effective Amendment
No. 1 to Registration Statement No. 033-52205 of First Security Corporation on
Form S-3 of our report dated February 20, 1998 (May 20, 1998 as to Note 20),
which report expressed an unqualified opinion and included explanatory language
describing the restatement of the financial statements to give effect to the
California State Bank acquisition, which was accounted for as a pooling of
interests, as set forth in the Current Report on Form 8-K, dated October 1,
1998) of First Security Corporation, 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
January 29, 1999
