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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 March 3, 2000
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) 246-5976
Items 1-4
Not Applicable
Item 5. Other Events
On March 3, 2000, the Registrant issued a press release with respect
to its revenues and earnings. A copy of the press release is
attached hereto as Exhibit 99.1.
Item 6. Resignations of Registrant's Directors
Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
99.1 Press release, dated March 3, 2000
Item 8. Change in fiscal year
Not Applicable
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not Applicable
SIGNATURE
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)
/s/ Brad D. Hardy March 3, 2000
_____________________________________________________ __________________
Brad D. Hardy Date
Executive Vice President Corporate Services,
General Counsel,
Chief Financial Officer, and
Secretary of First Security Corporation
(Principal Financial and Accounting Officer)
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contacts: Brad Hardy
March 3, 2000 801-246-5976
Scott Ulbrich
801-246-5706
First Security Corporation Merger Update
SALT LAKE CITY - First Security Corporation (Nasdaq: FSCO) confirmed today
that FSCO and Zions Bancorporation (Nasdaq: ZION) remain on track with the
scheduled closing of their pending merger-of-equals transaction. The parties
have scheduled their respective special shareholders' meetings to vote upon the
merger proposal for Wednesday, March 22, 2000, and anticipate being in a
position to close the transaction promptly following receipt of the requisite
shareholder approvals.
First Security also reported that recently updated revenue and income
projections indicate a decline in the first quarter of 2000 from prior period
amounts. On a standalone basis, for the first quarter of 2000 First Security
is projecting a decline in revenue of 8% from the fourth quarter of 1999.
First Security reported that it is experiencing a revenue decline in certain
business lines, most notably mortgage banking, as well as margin compression
due to the rising interest rate environment. First Security also believes
that its revenue momentum and its funding mix have been adversely affected by
the delay in closing the merger with Zions. First Security is also
experiencing increased charge-offs in its indirect auto and consumer lending,
which it attributes to a temporary systems problem that occurred in October
1999 when a system enhancement was being installed. This systems problem has
since been corrected, but higher charge-offs are expected to persist through
the first quarter, normalizing for the balance of the year. First Security
indicated that earnings for the quarter on a pre-merger basis will be down
some $.07 to $.09 per share from the reported earnings of $.33 in the fourth
quarter of 1999.
Spencer F. Eccles, chairman and chief executive officer of First Security,
stated, "We remain on track with our expectations regarding the long-term
benefits that this merger of equals will bring to our respective shareholders
and look forward to completing the hard work of integrating these two
outstanding franchises. Despite the unexpected delay in closing the merger, we
remain on course with our initially projected level of cost savings to be
achieved through the combination."
Harris Simmons, president and chief executive officer of Zions, stated,
"Zions remains committed to supporting the merger."
Forward-Looking Statements
Except for the historical information in this document, the matters
described herein are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. FSCO cautions readers not to
place undue reliance on any forward-looking statements, which speak only as of
the date made.
FSCO advises readers that various risks and uncertainties could affect
FSCO's financial performance and could cause FSCO's actual results for future
periods to differ materially from those anticipated or projected. These risks
and uncertainties include, but are not limited to, those related to: the
economic environment, particularly in the regions where FSCO operates;
competitive products and pricing; changes in prevailing interest rates; credit
and other risks of lending and investment activities; fiscal and monetary
policies of the U.S. and other governments; regulations affecting financial
institutions; acquisitions and the integration of acquired businesses;
technology and associated risks; and other risks and uncertainties affecting
FSCO's operations and personnel.
Be advised that FSCO, as part of its core business, regularly evaluates the
potential acquisition of, and holds discussions with, prospective acquisition
candidates, which candidates may conduct any type of businesses permissible for
a bank holding company and its affiliates. FSCO's discussions in this document
are subject to the changes that may result if any such acquisition transaction
is completed. FSCO restates its guiding principle that it will not comment on
or publicly announce any acquisition until after a binding and definitive
acquisition agreement has been reached.
FSCO specifically disclaims any obligation to update any forward-looking
statements to reflect occurrences or unanticipated events or circumstances
after the date of such statements.
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