<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
FIRST SECURITY CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
F I R S T S E C U R I T Y C O R P O R A T I O N
Notice of 2000
Annual Meeting of Shareholders
& Proxy Statement
FIRST SECURITY CORPORATION
79 S. MAIN STREET
SALT LAKE CITY, UTAH 84111
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2000, AT 3 P.M.
<PAGE>
April 24, 2000
DEAR SHAREHOLDER,
You are cordially invited to First Security Corporation's Annual Meeting of
Shareholders, which will be held May 22, 2000, at 3 p.m. in the Empire Room of
the Joseph Smith Memorial Building, 15 E. South Temple in Salt Lake City, Utah.
The meeting will begin with voting on the items described in the Proxy Statement
and on other business properly brought before the meeting. Management will then
present an update on matters of importance to shareholders. The meeting is
expected to conclude before 4:30 p.m.
WE HOPE THAT YOU WILL BE ABLE TO ATTEND, BUT IF YOU CANNOT, IT IS IMPORTANT THAT
YOUR SHARES BE VOTED BY PROXY. PLEASE IMMEDIATELY SIGN AND COMPLETE THE ENCLOSED
PROXY DESIGNATION AND INSTRUCTION CARD AND RETURN IT IN THE ENVELOPE PROVIDED SO
THAT YOUR SHARES MAY BE REPRESENTED. No postage is required if the proxy card is
mailed in the United States. If you own Common Stock AND cumulative convertible
preferred stock, please sign and return both proxies. If a majority of
outstanding shares is not present at the 2000 Annual Meeting, either in person
or by proxy, the meeting must be adjourned and additional expense incurred to
resolicit shareholders for a new meeting date.
By order of the Board of Directors,
/s/ Brad D. Hardy
BRAD D. HARDY
Executive Vice President, and
Secretary of First Security Corporation
NOTE: THE CLOSE OF BUSINESS ON APRIL 14, 2000, WAS ESTABLISHED BY THE BOARD OF
DIRECTORS AS THE RECORD DATE FOR THE DETERMINATION OF THE SHAREHOLDERS ENTITLED
TO NOTICE OF AND TO VOTE AT THE 2000 ANNUAL MEETING. A LIST OF FIRST SECURITY'S
SHAREHOLDERS ENTITLED TO VOTE AT THE 2000 ANNUAL MEETING WILL BE AVAILABLE FOR
EXAMINATION AT FIRST SECURITY'S EXECUTIVE OFFICES AT 79 S. MAIN ST., SECOND
FLOOR, SALT LAKE CITY, UTAH, FOR 10 BUSINESS DAYS PRIOR TO THE 2000 ANNUAL
MEETING, BETWEEN 9 A.M. AND 5 P.M. THE LIST ALSO WILL BE AVAILABLE FOR
EXAMINATION DURING THE 2000 ANNUAL MEETING.
<PAGE>
FIRST
SECURITY-C-
PROXY STATEMENT
APRIL 24, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
GENERAL INFORMATION FOR SHAREHOLDERS........................ 1
LAST YEAR'S (April 26, 1999) ANNUAL MEETING................. 2
INDEPENDENT AUDITORS........................................ 2
MANAGEMENT OF FIRST SECURITY................................ 3
COMPENSATION OF MANAGEMENT.................................. 3
1. Summary Compensation Table............................. 3
CERTAIN TRANSACTIONS BY AND WITH MANAGEMENT AND OTHERS...... 4
PRINCIPAL SHAREHOLDERS...................................... 4
COMPARATIVE PERFORMANCE OF FIRST SECURITY'S COMMON STOCK.... 4
PROPOSALS FOR SHAREHOLDER ACTION............................ 5
1. Election of Directors.................................. 5
OTHER BUSINESS.............................................. 8
DEADLINE FOR SHAREHOLDER PROPOSALS.......................... 8
</TABLE>
<PAGE>
GENERAL INFORMATION FOR SHAREHOLDERS
This Proxy Statement is furnished by First Security Corporation, a Delaware
corporation, to its Shareholders, in connection with the solicitation by the
current Board of Directors of proxies for use at the 2000 Annual Meeting of
Shareholders. The 2000 Annual Meeting will be held in the Empire Room of the
Joseph Smith Memorial Building at 15 E. South Temple, Salt Lake City, Utah, on
Monday, May 22, 2000, at 3 p.m., and at any and all adjournments thereof.
A Proxy Designation and Instruction Card ("Proxy" or "Proxy Card") for your
use in connection with the 2000 Annual Meeting is enclosed. If you own Common
Stock and Cumulative Convertible Preferred Stock, you should have received two
Proxy Cards. You should date and sign both of these Proxy Cards and return them
in the envelope provided.
VOTING SECURITIES
The Board of Directors has fixed the close of business on April 14, 2000 as
the Record Date for determination of shareholders entitled to notice of and to
vote at the 2000 Annual Meeting (the "Record Date"). As of the Record Date,
there were issued and outstanding 197,918,735 shares of Common Stock and 8,472
shares of $3.15 Series "A" Cumulative Convertible Preferred Stock ("Preferred
Stock"). The holders of record of the shares of First Security's Common Stock
and of shares of First Security's Preferred Stock on the Record Date entitled to
be voted at the 2000 Annual Meeting are entitled to cast one vote per share on
each matter submitted to a vote at the 2000 Annual Meeting.
On October 26, 1998, First Security adopted a Shareholder Rights Agreement
("the Plan") and the Board of Directors of First Security on that date
(a) declared a dividend of one "Right" for each share of Common Stock held of
record as of the close of business on August 28, 1999, and (b) authorized the
issuance of one Right to attach to each share of Common Stock issued after
August 28, 1999, and prior to the occurrence of certain events described in the
Plan. The Rights are attached to all Common Stock certificates that were
outstanding on August 28, 1999, or have been issued since that date, and no
separate Rights Certificates have been or will be distributed until the
occurrence of certain events described in the Rights Agreement. Until such
separation, no Right may be exercised or traded separately from the Common Stock
certificate to which it is attached. Following separation, the Rights may,
depending upon the occurrence of certain events described in the Rights
Agreement, entitle the holders thereof to either purchase or receive additional
shares of Common Stock. The Exercise Price of the Rights was set at $85 per
right subject to future adjustment for stock splits, etc. The Plan is an
innovation and successor to an earlier rights plan adopted in 1986.
PROXIES
Shares of Preferred Stock and Common Stock which are entitled to be voted at
the 2000 Annual Meeting and which are represented by properly executed Proxies
will be voted in accordance with the instructions indicated on such Proxies. If
no instructions are indicated, such shares will be voted FOR the election of
each of the Director nominees; and, in the discretion of the designated Proxy
holders, as to any other matters that may properly come before the 2000 Annual
Meeting.
ANY SHAREHOLDER SIGNING AND DELIVERING A PROXY HAS THE POWER TO REVOKE IT AT
ANY TIME BEFORE THE VOTE AT THE 2000 ANNUAL MEETING (A) BY NOTIFYING THE
SECRETARY OF FIRST SECURITY IN WRITING PRIOR TO 3 P.M. MOUNTAIN TIME ON MAY 22,
2000, (B) BY SIGNING AND DATING A LATER PROXY AND SUBMITTING THE NEW PROXY IN
TIME TO BE COUNTED FOR THE 2000 ANNUAL MEETING, OR (C) BY ATTENDING THE 2000
ANNUAL MEETING AND VOTING CONTRARY TO THE SUBMITTED PROXY AT THE TIME VOTES ARE
REQUESTED.
A Shareholder may designate someone other than the designated person(s)
named on the Proxy Card as his authorized agent to vote at the 2000 Annual
Meeting by crossing out the names of all of the designated person(s) printed on
the Proxy Card and by writing in the name of another person or persons (not more
than two) to act as agent for the Shareholder in voting his shares. Such a
special designation
1
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signed by the Shareholder(s) must be presented at the 2000 Annual Meeting by the
person or persons designated on the Proxy Card.
For Shareholders participating in the First Security DIVIDEND REINVESTMENT
PLAN, the Plan Administrator will vote all shares of First Security Common Stock
that it holds for a participant's account in accordance with the Proxy Card
returned by the participant with respect to the shares of Common Stock that the
participant holds of record. If a participant in the Dividend Reinvestment Plan
fails to sign and return a Proxy Card, the participant's shares held in the Plan
will not be voted, nor will they be considered present at the 2000 Annual
Meeting.
The cost of preparing, assembling and mailing this Proxy Statement and
related proxy materials will be borne by First Security. The solicitation of
Proxies by the Directors is being made by mail and may also be made by agents of
First Security, in person, by telephone, or by mail. No additional compensation
will be given to employees or Directors for such solicitation. Non-employee
agents may be retained to assist in the Proxy solicitation process at a cost to
First Security, if any, not expected to exceed $70,000. Custodians of securities
held for Shareholders of record (for example, banks, brokers, etc.) may be paid
their reasonable out-of-pocket expenses incurred in forwarding Proxy Cards and
this Proxy Statement to Shareholders.
This Proxy Statement and the enclosed form of Proxy are being mailed to
Shareholders beginning on April 24, 2000. Mailed together with this Proxy
Statement is a copy of First Security's 1999 Annual Report to Shareholders,
which this year includes a complete copy of First Security's Annual Report to
the Securities and Exchange Commission on Form 10-K. Portions of this Proxy
Statement are incorporated by reference from information contained in the
Form 10-K Report. SHAREHOLDERS WHO DO NOT RECEIVE A COPY OF THE 1999 ANNUAL
REPORT WITH THIS PROXY STATEMENT, OR WHO DESIRE EXTRA COPIES, SHOULD CONTACT
FIRST SECURITY AT (801) 246-5044.
VOTES REQUIRED FOR ACTION TO BE TAKEN AT THE 2000 ANNUAL MEETING
A majority of the share votes entitled to be cast at the 2000 Annual Meeting
(legal ownership of outstanding shares as of the Record Date) must be present in
person or by Proxy for a quorum to exist at the 2000 Annual Meeting. Abstentions
and broker non-votes are counted "present" for determining the presence or
absence of a quorum for the transaction of business.
In the election of Directors, the twenty nominees receiving the highest
number of votes cast in their favor will be elected as the Board of Directors of
First Security to serve until the 2001 Annual Shareholders' Meeting.
Accordingly, abstentions and broker non-votes will not affect the outcome of the
election of Directors.
Holders of shares of Preferred Stock and Common Stock are entitled to one
vote at the 2000 Annual Meeting for each share held of record at the Record
Date.
LAST YEAR'S (APRIL 26, 1999) ANNUAL MEETING
The 1999 Annual Meeting of the Shareholders was held on April 26, 1999, in
Salt Lake City, Utah. There were 161,829,765 shares of Common Stock and
Preferred Stock represented at the 1999 Annual Meeting in person or by proxy,
which shares constituted a legal quorum. Each of the nominees to the Board of
Directors presented to the 1999 Annual Meeting was voted upon separately, and
each was elected by the affirmative vote of more than 82% of the shares present
and voting. The second proposal for shareholder action set out in last year's
Proxy Statement was also approved by the vote of more than 69% of the shares
present and voting at the 1999 Annual Meeting.
INDEPENDENT AUDITORS
The Board of Directors has appointed Deloitte & Touche as the independent
auditors to examine the accounts of First Security and its subsidiaries for the
2000 calendar year. This firm or a predecessor firm has audited First Security's
accounts since at least 1940 and is one of the largest and best-known firms of
independent certified public accountants. Deloitte & Touche rotates its
personnel assigned to First
2
<PAGE>
Security Corporation at least once every seven years, with assignments beyond
three years of supervising partners responsible for the First Security
Corporation engagement reviewed and approved in advance by the Audit Committee.
A partner in Deloitte & Touche will be in attendance at the 2000 Annual Meeting
to make a statement on behalf of the firm if he so desires and to answer
appropriate questions, if any, from Shareholders.
MANAGEMENT OF FIRST SECURITY
[Information concerning the management of First Security is incorporated by
this reference from First Security's Annual Report on Form 10-K (sent along with
this Proxy Statement). The information can be found at pages 108-110 of the
Form 10-K Report.]
COMPENSATION OF MANAGEMENT
[Information concerning the compensation of the management of First Security
is incorporated by this reference from First Security's Annual Report on
Form 10-K (sent along with this Proxy Statement). The information can be found
at pages 110-119 of the Form 10-K Report.]
SUMMARY OF COMPENSATION TO CERTAIN EXECUTIVE OFFICERS
Set out in Table 1 is a Summary Compensation Table showing the various
elements of compensation earned during 1999 and during the previous two years by
First Security's Chief Executive Officer and the next five highest-paid
Executive Officers (whose compensation for each year was determined for this
purpose on the same basis as for the Chief Executive Officer):
TABLE 1
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION AWARDS
---------------------------------------------
ANNUAL COMPENSATION RESTRICTED
------------------------------------- STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1)($) BONUS(2)($) AWARD(S)($) SARS(3)(#) COMPENSATION(4)($)
- --------------------------- -------- ------------ ----------- ----------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Spencer F. Eccles,........... 1999 613,000 414(5) -0- 188,288 26,226
Chairman and Chief Executive 1998 594,504 343,901 -0- 150,528 17,338
Officer 1997 550,015 218,858 -0- 106,704 18,088
Morgan J. Evans,............. 1999 508,396 414(5) -0- 146,496 33,529
President and Chief Operating 1998 452,520 204,054 -0- 69,984 27,411
Officer 1997 435,301 133,563 -0- 84,240 22,760
L. Scott Nelson,.............
Executive Vice 1999 339,655 56,228 -0- 47,296 22,878
President-Retail Lending 1998 324,844 149,524 -0- 38,784 18,049
Services 1997 320,206 98,751 -0- 61,632 17,436
J. Patrick McMurray,......... 1999 295,327 48,988 -0- 35,456 10,106
Executive Vice President- 1998 284,379 130,108 -0- 28,800 6,554
Community Bank Services 1997 278,917 86,944 -0- 61,632 12,293
Brad D. Hardy,...............
Executive Vice President-
Corporate Services, Chief 1999 260,414 48,631 -0- 35,456 12,613
Financial Officer, General 1998 232,418 112,778 -0- 25,056 9,998
Counsel and Secretary 1997 219,450 74,379 -0- 61,632 9,581
Scott C. Ulbrich,............
Executive Vice President- 1999 260,414 48,631 -0- 35,456 12,460
Capital Markets, Treasury 1998 232,418 112,778 -0- 25,056 9,998
and Investment Management 1997 219,450 74,679 -0- 61,632 9,427
</TABLE>
- ------------------------
(1) Includes Director's Fees paid by First Security or its affiliates, if
applicable.
3
<PAGE>
(2) Bonuses are listed in the year earned and normally accrued, although such
bonuses may be paid in the following year. Stock bonuses are valued at the
market value on the date of receipt.
(3) First Security has never issued SARs to Executive Officers.
(4) Amounts shown include premiums paid on insurance policies, contributions by
First Security to the account of each of the named Executive Officers in the
First Security Incentive Savings Plan, a 401(k) plan open to all full-time
employees of First Security, and contributions made by First Security to the
deferred compensation accounts of these Executive Officers under a program
open to all Executive Officers of First Security.
(5) Bonus includes Company-wide holiday bonus and service awards.
The numbers with regard to bonuses paid in 1999 are different in this table
than those appearing on page 112 of the enclosed Annual Report on Form 10-K. We
have filed an amended Report on Form 10-K/A to correct this difference, but that
amendment was not filed in time to be printed for this mailing. The above bonus
amounts are correct.
CERTAIN TRANSACTIONS BY AND WITH MANAGEMENT AND OTHERS
[Information concerning certain transactions by and with management of First
Security is incorporated by this reference from First Security's Annual Report
on Form 10-K (sent along with this Proxy Statement). The information can be
found at pages 120-121 of the Form 10-K Report.]
PRINCIPAL SHAREHOLDERS
[Information concerning the principal shareholders of First Security is
incorporated by this reference from First Security's Annual Report on Form 10-K
(sent along with this Proxy Statement). The information can be found at
page 119 of the Form 10-K Report.]
COMPARATIVE PERFORMANCE OF FIRST SECURITY'S COMMON STOCK
[Information concerning the comparative performance of First Security common
stock during 1999 and over the past five years is incorporated by this reference
from First Security's Annual Report on Form 10-K (sent along with this Proxy
Statement). The information can be found at page 119 of the Form 10-K Report.]
The chart which follows graphically depicts the performance of First
Security common stock during the five years ended December 31, 1999. We are
mindful, as you are as a shareholder, of the precipitous decline in our stock
price during the first quarter of 2000 in connection with the aborted merger
with Zions Bancorporation. The following chart should be read and understood
with this recent experience in mind.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Comparison of Five-Year Cumulative Total Return
<TABLE>
<CAPTION>
FIRST SECURITY CORP NASDAQ BROAD MKT KBW 50 INDEX
<S> <C> <C> <C>
1994 100 100 100
1995 173.60 145.68 160.16
1996 241.23 187.03 226.56
1997 454.99 286.11 331.21
1998 389.41 277.73 358.62
1999 437.07 274.63 346.17
</TABLE>
4
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PROPOSALS FOR SHAREHOLDER ACTION
ITEM NO. 1: ELECTION OF DIRECTORS
The Nominating Committee of the Board has nominated the Directors standing
for election. Nominations for election as a Director also will be accepted from
any Shareholder at the 1999 Annual Meeting. While no formal procedure exists
with respect to nominations for Director outside of the 2000 Annual Meeting
other than through the function of the Nominating Committee, Shareholders are
free to write to the Nominating Committee, c/o Brad D. Hardy, Secretary, First
Security Corporation, 79 S. Main Street, Salt Lake City, Utah 84111, with any
suggestions concerning nominations to the Board of Directors.
The 20 persons named in Table 1 have been nominated as Directors by the
Board's Nominating Committee for election at the 2000 Annual Meeting to serve
until the next Annual Meeting or until their successors are elected and
qualified. The Bylaws of First Security provide for a Board of Directors of 20
members, subject to amendment of such provision by the Directors.
ALL DULY SIGNED AND DELIVERED PROXIES WILL BE VOTED FOR THE ELECTION OF ALL
OF THE NOMINEES LISTED BELOW IN THE ABSENCE OF CONTRARY DIRECTION. The Directors
know of no reason why any nominee listed below may be unable to serve as a
Director. If any nominee is unable to serve, the shares present at the 2000
Annual Meeting through proxies will be voted FOR the election of such other
person(s) as the Board of Directors may nominate at the 2000 Annual Meeting, or
the current Directors may conclude to reduce the number of Directors to be
elected.
If all 20 nominees listed are elected at the 2000 Annual Meeting, the
composition of the new Board will be 16 Directors whose principal occupation or
employment is and has been outside of First Security Corporation, two Directors
who are retired First Security Executive Officers and two Directors who are
currently Executive Officers of First Security.
All of the nominees were elected to their present term of office by a vote
of the Shareholders at the 1999 Annual Meeting.
Table 1 lists each of the 20 nominees of the Nominating Committee for
election as a Director of First Security, his/her age, the year he/she first
became a Director of First Security, his/her principal occupation, his/her
business experience during the past five years, other material officerships or
directorships in other companies held at this time, and beneficial stock
ownership in First Security as of December 31, 1999. Directors serving on the
Executive(*), Audit(+), Compensation(#), or Nominating(@) Committees of the
Board of Directors are also so identified:
TABLE 1
NOMINEES FOR DIRECTOR
*@+JAMES C. BEARDALL, 60, has been a Director of First Security since 1989
and is Chairman of the Board's Audit Committee. He is Chairman, President and
Chief Executive Officer of Anderson Lumber Company. At year-end 1999,
Mr. Beardall was the beneficial owner of 52,787 shares of First Security's
Common Stock, including 11,125 option shares exercisable within 60 days, but not
yet exercised, and 38,625 stock equivalency units(5) held in his deferred
compensation account.
*@#RODNEY H. BRADY, 67, has been a Director of First Security since 1985 and
currently serves as Chairman of the Board's Compensation Committee. Mr. Brady is
President and Chief Executive Officer of Deseret Management Corporation (private
holding company for several businesses) and is also a Director of Bergen
Brunswig Corporation (pharmaceuticals), Deseret Mutual Benefit Association
(employee benefit insurance) and Management Training Corporation (operator of
training centers). At year-end 1999, he beneficially owned 154,336 shares of
First Security's Common Stock, including 11,125 option shares exercisable within
60 days, but not yet exercised, and 48,545 stock equivalency units(5) held in
his deferred compensation account.
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JAMES E. BRUCE, 79, has been a Director of First Security since 1983. He is
a retired Chairman and Chief Executive Officer of Idaho Power Company. At
year-end 1999, Mr. Bruce beneficially owned 64,139 of First Security's Common
Stock, including 4,750 option shares exercisable within 60 days, but not yet
exercised.
*@#THOMAS D. DEE II, 79, has been a Director(1) of First Security since
1976. He is President of The Dee Company (investments). At year-end 1999,
Mr. Dee beneficially owned 237,937 shares of First Security's Common Stock.
*@SPENCER F. ECCLES, 65, has been a Director of First Security since 1967.
He is Chairman and Chief Executive Officer of First Security and Chairman of the
Executive Committee and of the Management Committee. Mr. Eccles serves as a
Director of First Security Bank, N.A. Mr. Eccles also serves as a Director of
Anderson Lumber Company (lumber) and Union Pacific Corporation (railroad and
operations). At year-end 1999, he was the beneficial owner of 6,999,381 shares
of First Security's Common Stock(2,3), including 1,661,967 option shares
exercisable within 60 days, but not yet exercised, and 67,716 shares held in his
account in First Security's Incentive Savings Plan, and 63 shares of First
Security's Preferred Stock. This number of shares represents 3.3% of the total
outstanding shares of Common Stock plus options plus stock equivalency units(5)
at December 31, 1999.
*@MORGAN J. EVANS, 62, has been a director since 1991. He is President and
Chief Operating Officer of First Security and is a member of First Security's
Management Committee. Mr. Evans also serves as a Director of First Security
Bank, N.A. At year-end 1999, Mr. Evans was the beneficial owner of 675,151
shares of First Security's Common Stock, including 597,591 option shares
exercisable within 60 days, but not yet exercised, 18,296 shares held in his
account in First Security's Incentive Savings Plan. This number of shares
represents 0.3% of the total outstanding shares of Common Stock plus options
plus stock equivalency units(5) at December 31, 1999.
DR. DAVID P. GARDNER, 66 has been a Director of First Security since
1976(1). He is a former President of the University of California System, and is
currently President of the William and Flora Hewlett Foundation and Chairman and
Chief Executive Officer of the George S. and Delores Dore Eccles Foundation
(philanthropy). Dr. Gardner is also a Director of Fluor Corporation
(construction) and of the United Funds (registered investment company). At
year-end 1999, Dr. Gardner beneficially owned 21,754(3) shares of First
Security's Common Stock, which number includes 3,514 shares held in a trust
established by his deceased spouse as to which Dr. Gardner acts as trustee,
11,125 option shares exercisable within 60 days, but not yet exercised, and
7,115 stock equivalency units(5) held in his deferred compensation account.
ROBERT H. GARFF, 55, has been a Director of First Security since 1996. He is
Chief Executive Officer of Garff Enterprises, Inc. (management of automobile
dealerships and other enterprises). At year-end 1999, Mr. Garff beneficially
owned 22,018 shares of First Security's Common Stock, including 11,125 option
shares exercisable within 60 days, but not yet exercised, and 8,616 stock
equivalency units(5) held in his deferred compensation account.
JAY DEE HARRIS, 82, has been a Director of First Security since 1975. He is
the President and a Director of Harris Truck and Equipment, Inc. (construction
equipment). At year-end 1999, Mr. Harris beneficially owned 29,529 shares of
First Security's Common Stock, including 11,125 option shares exercisable within
60 days, but not yet exercised, and 14,609 stock equivalency units(5) held in
his deferred compensation account.
*@+ROBERT T. HEINER, 75, has been a Director of First Security since 1981.
He is a retired President and Chief Administrative Officer of First Security.
Mr. Heiner is a Director of Management Training Corporation (operator of
training centers). At year-end 1999, Mr. Heiner was the beneficial owner of
113,206 shares of First Security's Common Stock, including 5,000 option shares
exercisable within 60 days, but not yet exercised, and 23,831 stock equivalency
units(5) held in his deferred compensation account.
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<PAGE>
KAREN H. HUNTSMAN, 62, has been a Director of First Security since 1992. She
is a Director and Executive Officer of Huntsman Chemical Corporation (private
diversified chemical company). At year-end 1999, Mrs. Huntsman beneficially
owned 28,000 shares of First Security's Common Stock, including 1,000 option
shares exercisable within 60 days, but not yet exercised.
#G. FRANK JOKLIK, 72, has been a Director of First Security since 1981.
Mr. Joklik is President and Chief Executive Officer of MK Gold Company (gold
exploration and development). He retired as President and Chief Executive
Officer of Kennecott Corporation (mining) in 1994. Mr. Joklik is also a director
of Cleveland Cliffs, Inc., a company engaged in mining and related businesses.
At year-end 1999, Mr. Joklik beneficially owned 11,125 shares of First
Security's Common Stock, including 11,125 option shares exercisable within
60 days, but not yet exercised.
+B.Z. KASTLER, 79, has been a Director of First Security since 1979.
Mr. Kastler is a retired Chairman, Chief Executive Officer and Director of
Questar Corporation (integrated oil and gas company). He is a Director of
Bonneville International Corporation (broadcasting). At year-end 1999,
Mr. Kastler beneficially owned 17,877 shares of First Security's Common Stock,
including 1,000 option shares exercisable within 60 days, but not yet exercised,
and 698 stock equivalency units(5) held in his deferred compensation account.
DR. J. BERNARD MACHEN, 55, has been a Director of First Security since 1998.
Dr. Machen was installed as the President of the University of Utah on
January 1, 1998. Prior to this position, he was a tenured professor at the
University of Michigan. At year-end 1999, Dr. Machen was the beneficial owner of
no shares of First Security's Common Stock.
JOSEPH G. MALOOF, 44, has been a Director of First Security since 1996.
Mr. Maloof is President and Chief Executive Officer of the Maloof Companies of
Albuquerque, New Mexico (diversified investments-entertainment). At year-end
1999, Mr. Maloof beneficially owned 1,597,998 shares of First Security's Common
Stock, including 11,125 option shares exercisable within 60 days, but not yet
exercised.
+MICHELE PAPEN-DANIEL, PH.D, 56, has been a Director of First Security since
1998. Since 1986, Dr. Papen-Daniel has been engaged in private practice as a
psychoanalyst in the Los Angeles area. Since 1992, she has also lectured in
psychotherapy as an adjunct professor at Antioch University. From 1996 until its
acquisition by First Security in February 1998, Dr. Papen-Daniel was President
and a Director of Rio Grande Bancshares, Inc. At year-end 1999,
Dr. Papen-Daniel beneficially owned 322,626 shares of First Security's Common
Stock, including 1,000 option shares exercisable within 60 days, but not yet
exercised.
*@+SCOTT S. PARKER, 65, has been a Director of First Security since 1985. He
was formerly President of Intermountain Health Care, Inc. (integrated health
care provider). He is currently a Director of Questar Corporation (integrated
oil and gas company). At year-end 1999, Mr. Parker beneficially owned 58,464
shares of First Security's Common Stock, including 11,125 option shares
exercisable within 60 days, but not yet exercised, and 45,569 stock equivalency
units(5) held in his deferred compensation account.
JAMES L. SORENSON, 77, has been a Director of First Security since 1980. He
is Chairman and Chief Executive Officer of Sorenson Development, Inc. (holding
company and investments). At year-end 1999, Mr. Sorenson beneficially owned
111,125 shares of First Security's Common Stock, including 1,000 option shares
exercisable within 60 days, but not yet exercised.
HAROLD J. STEELE, 86, has been a Director of First Security since 1959. He
is a retired President of First Security Bank of Utah, and is a Director of
Anderson Lumber Company. Mr. Steele is married to a cousin of Spencer F. Eccles.
At year-end 1999, Mr. Steele beneficially owned 380,964(4) shares of First
Security's Common Stock, including 11,125 option shares exercisable within
60 days, but not yet exercised.
#JAMES R. WILSON, 59, has been a Director of First Security since 1996. He
is Chairman, President and Chief Executive Officer and a Director of Cordant
Technologies, Inc. (aerospace and industrial manufacturing). In addition to
First Security, Mr. Wilson is also a director of Cooper Industries Inc.
7
<PAGE>
(industrial manufacturing), The B.F. Goodrich Company (aerospace and chemicals)
and Howmet International Inc. (aerospace and industrial). At year-end 1999,
Mr. Wilson beneficially owned 11,007 shares of First Security's Common Stock,
including 3,250 options shares exercisable within 60 days, but not yet
exercised, and 4,385 stock equivalency units(5) held in his deferred
compensation account.
(1) A DAUGHTER OF DR. GARDNER IS MARRIED TO A SON OF MR. DEE.
(2) INCLUDES 3,260,550 SHARES OF COMMON STOCK AS TO WHICH MR. ECCLES HAS POWER
OF ATTORNEY OR IS TRUSTEE FOR LIVING AND/OR DECEASED FAMILY MEMBERS AND HAS
SHARED VOTING AND INVESTMENT POWERS; DOES NOT INCLUDE 205,030 SHARES OF
FIRST SECURITY'S COMMON STOCK OWNED BY THE MARRINER S. ECCLES CHARITABLE
TRUST, AS TO WHICH MR. ECCLES SERVES AS A DIRECTOR AND DISCLAIMS BENEFICIAL
OWNERSHIP; DOES NOT INCLUDE 563,229 SHARES OF FIRST SECURITY'S COMMON STOCK
OWNED BY THE EMMA ECCLES JONES FOUNDATION, AS TO WHICH MR. ECCLES SERVES AS
A TRUSTEE AND DISCLAIMS BENEFICIAL OWNERSHIP; AND DOES NOT INCLUDE 499,500
SHARES OF FIRST SECURITY'S COMMON STOCK OWNED BY THE NORA ECCLES TREADWELL
FOUNDATION, AS TO WHICH MR. ECCLES SERVES AS A DIRECTOR AND DISCLAIMS
BENEFICIAL OWNERSHIP.
(3) DOES NOT INCLUDE 3,523,807 SHARES OF FIRST SECURITY'S COMMON STOCK HELD OF
RECORD BY THE GEORGE S. AND DOLORES DORE ECCLES FOUNDATION AS TO WHICH
MESSRS. ECCLES AND GARDNER SERVE AS DIRECTORS AND DISCLAIM BENEFICIAL
OWNERSHIP.
(4) INCLUDES 324,325 SHARES OF COMMON STOCK OWNED BY MR. STEELE'S SPOUSE FOR
WHICH MR. STEELE HAS VOTING POWER, BUT DOES NOT INCLUDE 205,030 SHARES OF
COMMON STOCK OF FIRST SECURITY HELD OF RECORD BY THE MARRINER S. ECCLES
CHARITABLE TRUST, OF WHICH MR. STEELE IS A DIRECTOR, AND AS TO WHICH SHARES
MR. STEELE DISCLAIMS BENEFICIAL OWNERSHIP.
(5) STOCK EQUIVALENCY UNITS WILL ALWAYS BE SETTLED IN CASH AND DO NOT REPRESENT
VOTING SECURITIES.
OTHER BUSINESS
Management does not know of any other business to be presented at the
Meeting. However, if any other business is presented, it is the intention of the
Proxies to vote according to their best judgment with respect to such other
business.
First Security's Annual Report to Shareholders is being sent to you together
with this Proxy Statement. This report includes First Security's financial
statement and the schedules thereto, and much information that has been
incorporated by reference in this Proxy Statement. Any questions regarding the
Annual Report, including a request for the copy that may not have arrived with
this Proxy Statement, may be directed to First Security Corporation, Attention:
Investor Relations, 79 S. Main Street, Salt Lake City, Utah, 84111,
(801) 246-5044.
DEADLINE FOR SHAREHOLDER PROPOSALS
If any Shareholder wishes to present a proposal for action at the 2001
Annual Meeting of the Shareholders, the Shareholder must comply with applicable
Securities and Exchanges Commission Regulations including adequate notice to
First Security. Any proposal must be submitted in writing by Certified
Mail--Return Receipt Requested, to First Security Corporation, Attention:
Secretary, 79 S. Main Street, Salt Lake City, Utah 84111, on or before
December 31, 2000.
Moreover, the Bylaws of First Security provide special notice requirements
for any Shareholder nomination or other business. A copy of the applicable Bylaw
provision may be obtained by writing to First Security at the same address. The
Bylaws are also an exhibit to First Security's Annual Report on Form 10-K for
the year ended December 31, 1997. First Security's filings with the Commission
may be accessed through the Commission's web site at www.sec.gov or through
First Security's web site at WWW.FIRSTSECURITYBANK.COM.
8
<PAGE>
Please mark your 2475
/X/ votes as in this
example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
FOR WITHHELD
1. Election of / / / /
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
--------------------------------------------------------
SPECIAL ACTION
Discontinue Annual Report
Mailing for this Account / /
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
The undersigned acknowledges receipt of the Proxy Statement and the 1999
Annual Report, and executes this Proxy Instruction card.
Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such.
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
IMPORTANT: PLEASE VOTE, DATE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED
<PAGE>
PROXY
FIRST SECURITY CORPORATION PROXY DESIGNATION
79 SOUTH MAIN STREET AND INSTRUCTION CARD
SALT LAKE CITY, UTAH 84111
THIS PROXY DESIGNATION AND INSTRUCTION IS SOLICITED BY YOUR BOARD OF DIRECTORS
The undersigned shareholder of First Security Corporation hereby appoints
SPENCER F. ECCLES, MORGAN J. EVANS and BRAD D. HARDY, or any one or more of
them severally or jointly with full power of substitution, the attorneys and
agents of the undersigned to vote as proxy with respect to all shares
registered in the name of the undersigned, or which the undersigned would be
entitled to vote, at the Annual Meeting of the Shareholders of First Security
Corporation to be held at the Joseph Smith Memorial Building, 15 E. South
Temple, Salt Lake City, Salt Lake County, Utah, on Monday the 22nd day of
May, 2000 at 3:00 p.m. and at all adjournments thereof, provided however,
that such vote shall be specified below on the proposals more fully set forth
in the First Security Corporation Proxy Statement.
Election of Directors, Nominees:
James C. Beardall, Rodney H. Brady, James E. Bruce, Thomas D. Dee II,
Spencer F. Eccles, Morgan J. Evans, Dr. David P. Gardner, Robert H. Garff,
Jay Dee Harris, Robert T. Heiner, Karen H. Huntsman, G. Frank Joklik,
B.Z. Kastler, Joseph G. Maloof, Michele Papen-Daniel, Ph.D., Dr. J. Bernard
Machen, Scott S. Parker, James L. Sorenson, Harold J. Steele, James R. Wilson.
THE SHARES INDICATED ON THIS PROXY INSTRUCTION CARD, WHEN THIS CARD IS
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE ON THE PROXY CARD, THESE
SHARES WILL BE VOTED FOR ALL OF THE LISTED NOMINEES FOR DIRECTORS AND FOR THE
PROPOSAL.
FOLD AND DETACH HERE
