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): March 22, 2000
FIRST SECURITY CORPORATION
(Exact Name of Registrant as Specified in
Charter)
Delaware 1-6906 87-6118148
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
79 South Main, P.O. Box 30006 84130-0006
Salt Lake City, Utah (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (801) 246-5976
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On March 22, 2000, First Security Corporation ("FSCO") issued a
press release regarding the results of the meeting of FSCO stockholders held on
March 22, 2000. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 7. Financial Statement and Exhibits
(c) Exhibits
99.1 Press Release issued by First Security Corporation,
dated March 22, 2000
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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 hereunto duly authorized.
FIRST SECURITY CORPORATION
By: /s/ Brad D. Hardy
-----------------------------------
Name: Brad D. Hardy
Title: Executive Vice President
Corporate Services, General Counsel,
Chief Financial Officer and Secretary
Dated: March 23, 2000
Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT: BRAD HARDY
MARCH 22, 2000 801-246-5976
FIRST SECURITY SHAREHOLDERS VOTE IN FAVOR OF
MERGER WITH ZIONS BANCORPORATION
SALT LAKE CITY - At a special shareholders meeting held today in
Salt Lake City, Utah, First Security Corporation (NASDAQ: FSCO)
shareholders voted in favor of the following two proposals:
1) A proposal to authorize the issuance of shares of First Security
common stock to Zions stockholders in accordance with the
requirements of NASDAQ in connection with the proposed combination
of First Security and Zions.
2) A proposal to amend and restate the certificate of incorporation of
First Security Corporation to provide, among other things, that
First Security common stock outstanding immediately prior to the
effective time of the amendment and restatement will be
automatically reclassified and converted into 0.442 of a share (the
exchange ratio) of common stock of the combined company.
"First Security remains committed to completing this merger, and we
are hopeful Zions will perform under the June 6 agreement with First
Security and take the actions necessary to complete the merger. We believe
that this is a great transaction for all stockholders and the underlying
rationale for the merger has not changed. First Security remains a strong
and profitable franchise with a storied seventy-one history," said Spencer
F. Eccles, Chief Executive Officer of First Security Corporation.
Zions has rescheduled its special shareholders meeting to March 31,
2000, at which time shareholders will vote on the merger agreement between
First Security and Zions Bancorporation.
First Security shareholders have also voted to adjourn the First
Security shareholder meeting until March 31, 2000, or such other time as
the Chairman of the meeting may determine, to facilitate shareholder
approval of a direct merger between First Security and Zions if needed,
along with such additional approvals as may be necessary, to facilitate
the consummation of the planned combination with Zions.
