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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20540
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POST-EFFECTIVE
AMENDMENT NO. 1
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST SECURITY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6712 87-6118148
(STATE OR OTHER (PRIMARY STANDARD (IRS EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
BRAD D. HARDY
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FIRST SECURITY CORPORATION
79 SOUTH MAIN
SALT LAKE CITY, UTAH 84111
(801) 246-5976
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL OFFICES)
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COPIES TO:
CRAIG M. WASSERMAN, ESQ. STANLEY F. FARRAR, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ SULLIVAN & CROMWELL
51 WEST 52ND STREET 1888 AVENUE OF THE STARS, 21ST FLOOR
NEW YORK, NY 10019 LOS ANGELES, CALIFORNIA 90067
(212) 403-1000 (310) 712-6600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement, but not
earlier than the date of the meeting of the shareholders of Zions
Bancorporation, a Utah Corporation ("Zions"), referred to herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE 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 REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-4 (Registration No. 333-91401) includes supplemental information which
was mailed to the stockholders of the Registrant on or about March 15, 2000.
<PAGE>
FIRST SECURITY CORPORATION
SUPPLEMENTAL INFORMATION
FOR PROXY STATEMENT/PROSPECTUS
DATED MARCH 20, 2000
The Registrant has supplemented the information contained in the proxy
statement/prospectus dated February 17, 2000 (the "Proxy Statement/Prospectus")
provided to its stockholders in connection with the special meeting of
stockholders of the Registrant to be held March 22, 2000 (all capitalized terms
not defined herein having the meanings set forth in the Proxy Statement/
Prospectus). On March 15, 2000, the Registrant filed a Supplement to Proxy
Statement/Prospectus which was mailed to its stockholders on or about such date.
A copy is attached hereto as Exhibit 99.1. The Proxy Statement/Prospectus also
constitutes a prospectus for the shares of the Registrant's Common Stock to be
received by the Zions shareholders upon consummation of the Merger. Zions has
separately mailed a proxy supplement to its shareholders, dated March 15, 2000,
which was filed on a Schedule 14A on such date. Separately, on March 16, 2000,
First Security filed its annual report on Form 10-K which has been incorporated
by reference into the Proxy Statement/Prospectus.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Salt Lake City, State of Utah, on March 20,
2000.
FIRST SECURITY CORPORATION
By: /s/ Brad D. Hardy
----------------------------------
Brad D. Hardy
Executive Vice President, General
Counsel and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Morgan J. Evans and Brad D. Hardy, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or either of them, or their or his
substitutes, may lawfully do or cause to be done by virtue thereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE CAPACITY DATE
- --------- -------- ----
* Chairman and Chief Executive March 20, 2000
- ------------------------- Officer (Principal Executive
Spencer F. Eccles Officer)
* President and Chief Operating March 20, 2000
- ------------------------- Officer, Director
Morgan J. Evans
/s/ Brady D. Hardy Executive Vice President March 20, 2000
- ------------------------- Corporate Services General
Brad D. Hardy Counsel, Chief Financial Officer
and Secretary (Principal Financial
and Accounting Officer)
* Director March 20, 2000
- -------------------------
James C. Beardall
* Director March 20, 2000
- -------------------------
Rodney H. Brady
-3-
<PAGE>
SIGNATURE CAPACITY DATE
- --------- -------- ----
* Director March 20, 2000
- -------------------------
James E. Bruce
* Director March 20, 2000
- -------------------------
Thomas D. Dee, II
* Director March 20, 2000
- -------------------------
Dr. David P. Gardner
* Director March 20, 2000
- -------------------------
Robert H. Garff
* Director March 20, 2000
- -------------------------
Jay Dee Harris
* Director March 20, 2000
- -------------------------
Robert T. Heiner
* Director March 20, 2000
- -------------------------
Karen H. Huntsman
* Director March 20, 2000
- -------------------------
G. Frank Joklik
* Director March 20, 2000
- -------------------------
B.Z. Kastler
* Director March 20, 2000
- -------------------------
Dr. J. Bernard Machen
* Director March 20, 2000
- -------------------------
Joseph G. Maloof
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SIGNATURE CAPACITY DATE
- --------- -------- ----
* Director March 20, 2000
- -------------------------
Michele Papen-Daniel, Ph.D.
* Director March 20, 2000
- -------------------------
Scott S. Parker
* Director March 20, 2000
- -------------------------
James L. Sorenson
* Director March 20, 2000
- -------------------------
Harold J. Steele
* Director March 20, 2000
- -------------------------
James R. Wilson
By: /s/ Brad D. Hardy
- -------------------------
Brad D. Hardy
as Attorney-In-Fact
-5-
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following exhibits are filed as part of this Post-Effective Amendment
No.1 to the Registration Statement or incorporated by reference herein:
23.1 Consent of Deloitte & Touche LLP (filed herewith)
23.2 Consent of J.P. Morgan Securities Inc. (filed herewith)
99.1 Supplement to Proxy Statement/Prospectus, dated March 14, 2000 (filed
herewith)
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-91401 of First Security Corporation on
Form S-4 of our report dated February 18, 2000 for the year ended December 31,
1999 and to the reference to us under the heading "Experts" in the Proxy
Statement/Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Salt Lake City, Utah
March 20, 2000
Exhibit 23.2
CONSENT OF J.P. MORGAN SECURITIES INC.
We hereby consent to (i) the use of our opinion letter to the Board of
Directors of First Security Corporation (the "Company") included as Exhibit 23.2
to the Post-Effective Amendment No. 1 to the Proxy Statement/Prospectus which
forms a part of the Registration Statement on Form S-4 relating to the proposed
merger of the Company and Zions Bancorporation, and (ii) the references to such
opinion in such Post-Effective Amendment. In giving such consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder, nor do we
hereby admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
J.P. MORGAN SECURITIES INC.
By: /s/ Gail M. Rogers
--------------------------------------
Name: Gail M. Rogers
Title: Managing Director
March 20, 2000
Exhibit 99.1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
FIRST SECURITY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/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:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(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):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / 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:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
FIRST SECURITY CORPORATION
79 SOUTH MAIN, 2ND FLOOR
SALT LAKE CITY, UTAH 84130
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SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS
March 14, 2000
Dear Fellow Stockholders:
The Board of Directors of First Security Corporation has scheduled a
stockholder meeting for March 22, 2000, at which time you will be asked to
consider and vote on certain matters relating to our pending transaction with
Zions Bancorporation that are of significant importance to you as a stockholder.
We had initially anticipated that, contemporaneously with our stockholder
meeting, Zions would also be convening a shareholder meeting, at which time
Zions shareholders would be asked to consider and vote upon the merger of First
Security and Zions. Zions has since announced that it has rescheduled its
shareholders meeting for March 31, 2000 and has indicated that Goldman, Sachs &
Co., the financial advisors for Zions, has withdrawn its fairness opinion with
respect to the proposed merger.
Your Board of Directors has unanimously reaffirmed its recommendation of the
pending merger with Zions and has urged the Zions' Board to take the steps
necessary to cause the merger to be consummated as contemplated by the terms of
the merger agreement between the parties. We have also stated publicly that
First Security believes there is no basis for the withdrawal of the fairness
opinion by Goldman Sachs, and that there has been no material adverse effect
under the terms of the merger agreement.
First Security is poised to complete this merger on which we have diligently
worked for over nine months. Your Board of Directors believes that the
transaction as originally negotiated remains fair and in the best interest of
all of the stockholders of First Security and is determined to take all steps
within its control to bring this transaction to its proper fruition.
As part of that process, we are seeking your approval of the issuance of
shares as required in accordance with NASDAQ rules. These shares would be issued
in connection with a proposed triangular merger between a newly formed wholly
owned subsidiary of First Security and Zions. We are also seeking your approval
of a proposal to amend and restate the certificate of incorporation of First
Security to provide, among other things, that each share of First Security
common stock outstanding immediately prior to the effective time of the
restatement will be reclassified and converted into 0.442 of a share of common
stock of First Security. By obtaining this approval of the First Security
stockholders, First Security will be in a position to consummate the planned
combination with Zions promptly upon Zions' receipt of the requisite approval of
the Zions shareholders under Utah law.
As discussed in greater detail in the attached Supplement, there is a
significant risk that the actions that have been taken by Zions and its
financial advisors in the past several days may make it difficult for Zions to
obtain the requisite shareholder approval that is needed under Utah law for
Zions to consummate the merger with First Security as contemplated by the merger
agreement. First Security believes that Zions is in breach of its obligations
under the merger agreement to use reasonable best efforts to consummate the
merger and to refrain from taking actions which would be reasonably likely to
cause the merger not to be consummated. First Security further believes that the
Zions Board is in breach of its obligation to at all times continue its
recommendation of the merger "without qualification." First Security is prepared
to pursue all options available to it to protect its interests and the interests
of its stockholders. We still remain hopeful that Zions will honor its prior
commitments to First Security and take the actions necessary, consistent with
its duties under the agreement, so that the transaction can go forward as
planned. This is a great transaction for all stockholders and the underlying
rationale for the merger has not changed. First Security remains a vibrant
franchise with a storied seventy-one year history.
<PAGE>
In all circumstances, we remain committed to ensuring that the interests of
the First Security stockholders remain paramount and that the value of the great
franchise that we have built at First Security is delivered to our stockholders.
We will continue to work diligently in the days ahead in the advancement of your
interests.
Sincerely,
[LOGO]
Spencer F. Eccles
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
FIRST SECURITY CORPORATION
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR SHARES TODAY
If you have questions or need assistance in voting your shares, please call
toll free:
[LOGO]
17 State Street, 10th Floor
New York, NY 10004
CALL TOLL-FREE (800) 223-2064
Investors and security holders are advised to read the proxy
statement/prospectus, and any amendments or supplements thereto when they become
available, because each of these documents, filed with the Securities and
Exchange Commission, contains, or will contain, important information.
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<PAGE>
The date of this supplement to the proxy statement/prospectus is March 14,
2000, and it is being mailed or otherwise delivered to First Security
stockholders on or about such date.
THE FIRST SECURITY SPECIAL MEETING
The First Security special meeting of stockholders will be held at the Salt
Lake City Marriott Hotel, 75 South West Temple, Salt Lake City, Utah 84101 at
11:00 a.m. on March 22, 2000. The purpose of the meeting is to consider and vote
on the following matters:
1. A proposal to authorize the issuance of shares of First Security common
stock to Zions stockholders in connection with the proposed combination of
First Security and Zions as contemplated by the Agreement and Plan of
Merger, dated as of June 6, 1999, between First Security and Zions.
2. A proposal to amend and restate the certificate of incorporation of First
Security to provide, among other things, that each share of 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. Certain other changes to the certificate of incorporation are
discussed on page 24 of the joint proxy-supplement. First Security will only
amend and restate its certificate of incorporation to effect these changes
if the combination with Zions is consummated.
3. Such other business as may properly come before the First Security special
meeting.
At the March 22 meeting, stockholders will be requested to approve the
issuance of shares in connection with an alternative structure as contemplated
by Section 9.10 of the merger agreement. We are proposing that the transaction
be structured as a reverse triangular merger in which First Security would
establish a newly formed wholly owned subsidiary under Utah law which would
merge into Zions. Under this revised structure, there would be no change in the
amount or form of consideration to be received by the stockholders of Zions and
the holders of Zions Common Stock Options. This structure will not change the
tax consequences of the merger to the stockholders of First Security or Zions or
the accounting treatment of the merger. First Security also believes that it
will be able to obtain any necessary consents or waivers from the Board of
Governors of the Federal Reserve System in connection with the revised
structure. As discussed in greater detail below, the purpose of this change is
to permit First Security to hold its stockholders meeting in advance of the date
of the Zions shareholders meeting without having the receipt of stockholder
approval trigger the occurrence of a change of control under the First Security
Comprehensive Management Incentive Plan. First Security would not wish to
trigger such a consequence without having a high degree of certainty that the
other conditions to the merger would be satisfied shortly thereafter.
Consummation of the transaction, however, would still be anticipated to
constitute a change of control under such plan.
Zions has not yet consented to this change in structure and there can be no
assurance that it will provide such consent. However, it is First Security's
view that Zions would be obligated to do so under the terms of the Agreement as
part of its obligations to use reasonable best efforts to cause the transaction
to be consummated.
First Security also intends to adjourn the special meeting of stockholders
even after receipt of the approvals specified above, so that it would be able to
obtain stockholder approval for the original merger structure at a later date if
such approval is needed to facilitate the consummation of the planned
transactions. First Security also reserves the right to adjourn the meeting to
obtain stockholder approval for the matters presented in this proxy supplement.
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OPINION OF FIRST SECURITY'S FINANCIAL ADVISOR
J.P. Morgan Securities Inc., financial advisor to First Security, has
reaffirmed as of February 17, 2000, its opinion regarding the fairness, from a
financial point of view, of the exchange ratio to the stockholders of First
Security, as set forth in the proxy statement prospectus in Annex E.
THE ZIONS SPECIAL MEETING
Zions has announced that it has rescheduled its special stockholders meeting
to March 31, 2000. Based upon the recent course of conduct by Zions, First
Security can provide stockholders with no assurances as to when and if such
meeting will be held and as to whether Zions will be able to obtain the
requisite approval of the Zions shareholders to permit the consummation of the
planned transactions. First Security continues to urge Zions to honor its
obligations under the merger agreement and to take the steps necessary to obtain
the requisite approval of the Zions shareholders.
First Security has informed Zions that it does not believe that Zions would
be entitled to terminate the merger agreement under the provisions of Section
8.01 in the event that either its shareholder meeting is not held by March 31,
2000 or such a meeting is held and Zions fails to obtain the requisite approval
of its shareholders. First Security has indicated to Zions that it is of the
opinion that the merger agreement would require Zions to take additional actions
past March 31, 2000, including by convening a subsequent meeting of shareholders
in order to fulfill its obligations under the Agreement and that if the
requisite conditions to the merger are not satisfied as a consequence of Zions'
affirmative breach of the Agreement, First Security intends to reserve all
rights under the Agreement to hold Zions accountable for its actions.
FIRST SECURITY'S FIRST QUARTER EARNINGS FORECAST
On March 3, 2000, First Security issued the following update concerning its
anticipated earnings forecast:
First Security 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.
At the time of this announcement, Harris Simmons, president and chief
executive officer of Zions, stated, "Zions remains committed to supporting the
merger."
Zions and its counsel later confirmed to the market that this announcement
did not constitute a Material Adverse Effect under the terms of the merger
agreement.
First Security continues to have a strong, attractive banking franchise
located in desirable growth markets. While the near term impact of rising
interest rates combined with an unexpectedly long delay in the consummation of
the pending merger with Zions has had a negative impact on earnings, these are
short term trends that have also impacted other banking organizations and that
First Security expects will reverse over time. Zions fully understood that it
was assuming the risk of a changing economic environment when it negotiated the
merger agreement with First Security and the definition of Material Adverse
Effect in the Agreement expressly excludes changes in general economic
conditions affecting banks and
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<PAGE>
their holding companies generally. Zions was well aware of the exposure of the
First Security balance sheet, and of First Security's mortgage and indirect auto
businesses, to changing rates and was well aware of and consented to the major
balance sheet positioning decisions that have been made by First Security since
June of last year. Goldman Sachs' conclusion that these events have somehow
rendered the transaction unfair to the Zions stockholders at this point in time
is in First Security's view without foundation. First Security believes that
Zions has breached the merger agreement in obtaining that opinion and will
continue to breach by publishing or relying upon that opinion to defeat the
merger.
Zions and First Security have previously reported pro forma combined net
income and earnings per share estimates for 2000 and 2001 based upon
Institutional Brokerage Estimate System median estimates for 2000 and 2001 for
each company. Since those estimates have since been revised, stockholders should
no longer rely on the previously reported pro forma estimates.
VALUATION OF CROSS-OWNERSHIP POSITIONS
Zions owns approximately 9,450,000 shares of First Security common stock,
which shares are held in Zions' available for sale securities portfolio. First
Security owns approximately 1,500,000 shares of Zions common stock, which shares
are held in First Security's available for sale securities portfolio. Due to the
recent decline in trading values of the Zions and First Security shares, both
companies will likely experience unrealized losses when those shares are marked
to market at March 31, 2000.
THE FIRST SECURITY COMPREHENSIVE MANAGEMENT INCENTIVE PLAN
Under the terms of the First Security Comprehensive Management Incentive
Plan, First Security has, as a matter of course, issued options to acquire First
Security common stock to its officers and other employees. Under the terms of
the plan, upon a change of control, as defined in the plan, each holder of an
option will have the right to elect during the 60-day period following a change
of control to exercise each outstanding option and receive in respect of the
option a number of shares of First Security common stock with a fair market
value equal to the difference between:
- The higher of the merger price and the highest reported sales price during
the 60-day look-back period before the date of the change of control, and
- The exercise price.
Under the terms of the plan, a change of control includes, among other
things, approval by the First Security stockholders of a direct merger between
First Security and Zions, even if the merger is not consummated. The definition
of a change of control, however, does not include stockholder approval of the
issuance of shares as required under the rules of the NASDAQ in the context of a
triangular merger structure such as the structure that First Security is now
presenting to stockholders for approval at the special stockholders meeting.
Accordingly, under the alternative structure for which First Security is seeking
stockholder approval at this time, no triggering of accelerated rights under the
plan will occur upon the receipt of First Security stockholder approval. The
definition of change of control also includes certain changes to the composition
of the First Security Board of Directors, which changes are presently
anticipated to occur upon consummation of the proposed combination with Zions.
Accordingly, upon consummation of the merger, it is anticipated that there would
be a triggering of the acceleration rights as described above. First Security
has also noted that if the consummation of the transaction does not occur until
early May 2000, the highest reported sales price referred to in the 60-day
look-back period would be a sale price that occurred following the March 3, 2000
press release.
Shortly following the mailing of this Supplement, First Security will also
be filing with the Securities and Exchange Commission its Annual Report on Form
10-K for the year ended December 31, 1999. This report, which is incorporated
into the proxy statement/prospectus by reference, contains additional
information concerning First Security's 1999 financial performance, including
more detailed information
5
<PAGE>
relating to First Security's fourth quarter results along with certain
additional forward looking information. See "Where You Can Find More
Information" on page 85 of the proxy statement/prospectus for information on how
to obtain a copy of this Report.
VOTE REQUIRED
Approval of the proposal to issue additional stock requires a majority of
the total votes cast on the proposal in person or by proxy. Approval of the
proposal to amend and restate the First Security certificate of incorporation
requires the affirmative vote at the First Security special meeting of a
majority of the outstanding shares of First Security common stock and First
Security preferred stock, voting as one class. The directors and officers of
First Security, who are entitled to vote approximately 6.6% of the outstanding
shares of First Security common stock, have indicated their intention to vote in
favor of the proposals presented at the special meeting.
SOLICITATION OF PROXIES
First Security has retained Georgeson & Co., Inc. to assist First Security
in connection with its communications with its stockholders with respect to, and
to provide other services to First Security in connection with, the special
meeting of First Security stockholders. Georgeson will receive a fee of $10,000
for its services and reimbursement of out-of-pocket expenses in connection
therewith. First Security has agreed to indemnify Georgeson against certain
liabilities arising out of or in connection with these matters.
VOTING PROCEDURES
FOR STOCKHOLDERS WHO HAVE ALREADY VOTED.
We have enclosed a second proxy card (and a return envelope) for your use,
in case you wish to change your vote. The proxy card requests your vote in
connection with (1) the adoption of the merger agreement, (2) the amendment and
restatement of First Security's certificate of incorporation and (3) such other
business as may properly come before the meeting. A vote in favor of adopting
the merger agreement will be counted as a vote in favor of the issuance of
additional stock, and, only in connection with a meeting held substantially
concurrently with a meeting of the Zions shareholders at which the requisite
Zions shareholder approval is obtained, as a vote in favor of the original
merger structure if such approval is needed to facilitate the consummation of
the planned transactions. If you have already voted your proxy and you do not
wish to change your vote, you do not need to return this second proxy card. If
we receive the enclosed proxy card, duly executed and dated, prior to the date
of the stockholders meetings, any proxy previously granted by you will be
revoked without further action on your part. In addition, any proxy granted to
First Security may be revoked before it is exercised by sending a written notice
to the person to whom you submitted your proxy stating that you would like to
revoke your proxy or by voting at the special meeting. All written notices of
revocation and other communications with respect to the revocation of proxies
for First Security should be addressed to First Security Corporation, 79 South
Main, 2(nd) Floor, Salt Lake City, Utah 84130, Attention: Secretary. A
stockholder whose shares are held in street name should follow the instructions
of his or her broker regarding revocation of proxies. All shares of First
Security common stock represented by valid proxies received pursuant to this
solicitation, and not revoked before they are exercised, will be voted in favor
of the matters to be voted upon at the stockholders meetings, but no proxy that
has been voted against approval these matters will be voted in favor of
adjournment or postponement of the stockholders meeting for the purpose of
soliciting additional proxies.
FOR STOCKHOLDERS WHO HAVE NOT ALREADY VOTED.
Enclosed for your convenience is a duplicate proxy card (and return
envelope) for your use. You may use either the proxy card which was originally
sent to you, or you may use the second proxy card enclosed
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<PAGE>
herewith. The proxy card requests your vote in connection with (1) the adoption
of the merger agreement, (2) the amendment and restatement of First Security's
certificate of incorporation and (3) such other business as may properly come
before the meeting. A vote in favor of adopting the merger agreement will be
counted as a vote in favor of the issuance of additional stock, and, only in
connection with a meeting held substantially concurrently with a meeting of the
Zions shareholders at which the requisite shareholder is obtained, as a vote in
favor of the original merger structure if such approval is needed to facilitate
the consummation of the planned transactions. If we receive the enclosed proxy
card, duly executed and dated, prior to the stockholders meetings, any proxy
card previously granted by you will be revoked without further action. Any proxy
granted to First Security may be revoked before it is exercised by sending a
written notice to the person to whom you submitted your proxy stating that you
would like to revoke your proxy, by submitting a properly executed proxy of a
later date or by voting in person at a special meeting. All written notices of
revocation and other communications with respect to the revocation of proxies
for First Security should be addressed to First Security Corporation, 79 South
Main, 2(nd) Floor, Salt Lake City, Utah 84111, Attention: Secretary. All shares
of First Security common stock represented by valid proxies received pursuant to
this solicitation, and not revoked before they are exercised, will be voted in
the manner specified therein. If no specification is made, the proxies will be
voted in favor of the matters to be voted upon at the stockholders meeting, but
no proxy that has been voted against these matters will be voted in favor of
adjournment or postponement of the stockholders meetings for the purpose of
soliciting additional proxies.
ADDITIONAL INFORMATION
The proxy statement/prospectus as supplemented by this supplement
incorporates by reference the information contained in the First Security
Current Report on Form 8-K filed on March 3, 2000 as well as other important
business and financial information about both our companies that is not included
in or delivered with the proxy statement/prospectus or this supplement to the
proxy statement/prospectus. See "Where You Can Find More Information" on page 85
of the proxy statement/prospectus.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This proxy statement supplement contains certain forward-looking statements
with respect to the financial condition, results of operations and business of
each of First Security and Zions. These statements may be made directly in this
proxy statement supplement referring to First Security or Zions, or may be
incorporated in this proxy statement supplement by reference to other documents
and may include statements regarding the projected performance of Zions and
First Security for the period following the completion of the merger. You can
find many of these statements by looking for words such as "believes",
"expects", "anticipates", "estimates" or similar words or expressions. These
forward-looking statements involve substantial risks and uncertainties. Some of
the factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements include, but are not limited to,
the following possibilities:
- combining the businesses of First Security and Zions may cost more than
expected;
- the timing of the completion of the proposed merger and new operations may
be delayed or prohibited;
- there may be increases in competitive pressure among financial
institutions;
- general economic conditions, either nationally or locally in areas in
which Zions and First Security conduct their operations, or conditions in
securities markets may be less favorable than currently anticipated;
- combining the businesses of Zions and First Security may require
divestitures of branches, deposits or loans as a result of the merger in
an amount greater than expected;
7
<PAGE>
- expected cost savings from the merger may not be fully realized or
realized within the expected time frame;
- legislation or regulatory changes may adversely affect the ability of the
combined company to conduct, or the accounting for, business combinations
and new operations;
- the continuing transition to the year 2000 may have an adverse impact on
Zions, First Security or the banking industry in general;
- integrating the businesses of Zions and First Security and retaining key
personnel may be more difficult than expected;
- our revenues after the merger may be lower than expected;
- we may lose more business or customers after the merger than expected, or
our operating costs may be higher than expected; or
- changes in the interest rate environment may reduce interest margins.
Because such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by such
statements. First Security stockholders are cautioned not to place undue
reliance on such statements, which speak only as of the date of this proxy
statement supplement or the date of any document incorporated by reference.
All subsequent written and oral forward-looking statements attributable to
First Security or any person acting on its behalf are expressly qualified in
their entirety by the cautionary statements contained or referred to in this
section. First Security does not undertake any obligation to release publicly
any revisions to such forward-looking statements to reflect events or
circumstances after the date of this proxy statement supplement or to reflect
the occurrence of unanticipated events.
8
<PAGE>
P R O X Y
FIRST SECURITY CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR SPECIAL MEETING OF STOCKHOLDERS--MARCH 22, 2000
The undersigned stockholder of First Security Corporation, a Delaware
corporation (the "Company"), acknowledges receipt of the Notice of Special
Meeting of Stockholders and proxy statement/prospectus, dated February 17, 2000,
and the undersigned revokes all other proxies and appoints Spencer F. Eccles and
Morgan J. Evans, and each of them, the attorneys and proxies for the
undersigned, each with full power of substitution, to attend and act for the
undersigned at the Company's Special Meeting of Stockholders at 11:00 a.m.,
local time, March 22, 2000 and at any adjournments or postponements thereof and
in connection therewith to vote and represent all of the shares of the Company's
Common Stock and Preferred Stock covered by this proxy which the undersigned
would be entitled to vote:
(change of address/comments)
----------------------------------
----------------------------------
----------------------------------
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THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED BY THE
UNDERSIGNED. IF NO SPECIFICATIONS TO THE CONTRARY ARE INDICATED HEREON, THIS
PROXY WILL BE TREATED AS A GRANT OF AUTHORITY TO VOTE FOR PROPOSALS 1 AND 2 AND
IN THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING. PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE
POSTAGE PREPAID ENVELOPE PROVIDED.
SEE REVERSE SIDE
<PAGE>
/X/ Please mark your
vote as this
1. Proposal 1, To adopt the Agreement and Plan of Merger, dated as of June 6,
1999, by and between the Company and Zions Bancorporation.
/ / FOR / / AGAINST / / ABSTAIN
2. Proposal 2. To approve the amendment and restatement of the Company's
certificate on incorporation.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. Each of the above-named
proxies present at said meeting, either in person or by substitute, shall
have and exercise all the powers of said proxies hereunder.
/ / FOR / / AGAINST / / ABSTAIN
Signature(s)
-----------------------------------------------------------------
Dated:
--------------------------------------------------------
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS HEREON. WHEN SIGNING AS
ATTORNEY, EXECUTOR ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TITLE AS SUCH. IF SHARES ARE
HELD JOINTLY, EACH HOLDER SHOULD
SIGN.
<PAGE>
Dear First Security Corporation Stockholder:
We have previously sent you proxy materials for the Special Meeting of
Stockholders of First Security Corporation to be held on March 22, 2000. Your
First Security Corporation shares are registered in the name of your broker as
the holder of record.
--------------------------------------------------
YOUR SHARES CANNOT BE VOTED
UNLESS YOU GIVE YOUR SPECIFIC VOTING INSTRUCTIONS!
--------------------------------------------------
Please return the enclosed Voting Instructions Form as soon as
possible, or use one of the following voting methods:
Available 24 Hours -- 7 Days a Week!
--------------------------
VOTE BY TELEPHONE
--------------------------
Using a touch-tone telephone, call the toll-free number
which appears on the top left corner
on your enclosed Voting Instruction Form.
Just follow these four easy steps:
- --------------------------------------------------------------------------------
1. Read the First Security Corporation Proxy Statement and enclosed Voting
Instruction Form.
2. Call the toll-free number located on the top left corner of your Voting
Instruction Form.
3. Enter your 12-digit Control Number located on your Voting Instruction
Form.
4. Follow the simple recorded instructions.
- --------------------------------------------------------------------------------
--------------------------
VOTE BY INTERNET
--------------------------
Go to website:
WWW.PROXYVOTE.COM
Just follow these four easy steps:
- --------------------------------------------------------------------------------
1. Read the First Security Corporation Proxy Statement and enclosed Voting
Instruction Form.
2. Go to the website www.proxyvote.com.
3. Enter your 12-digit Control Number located on your Voting Instruction
Form.
4. Follow the simple instructions.
- --------------------------------------------------------------------------------
If you vote by telephone or Internet,
do not return your Voting Instruction Form.
Thank you for your vote!
