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Filed pursuant to Rule 424(b)(5)
Registration No. 333-20133
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 14, 1997)
$100,000,000
Star Banc Corporation
5 7/8% NOTES DUE 2003
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Interest payable on May 1 and November 1
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STAR BANC CORPORATION MAY NOT REDEEM THE NOTES PRIOR TO MATURITY.
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PRICE 100% AND ACCRUED INTEREST
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UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS COMPANY
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<S> <C> <C> <C>
Per note........................... 100.000% .500% 99.500%
Total.............................. $100,000,000 $500,000 $99,500,000
</TABLE>
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Morgan Stanley & Co. Incorporated expects to deliver the notes to purchasers on
November 12, 1998.
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MORGAN STANLEY DEAN WITTER CHASE SECURITIES INC.
November 5, 1998
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TABLE OF CONTENTS
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PAGE
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PROSPECTUS SUPPLEMENT
Recent Developments................. S-3
Disclosures Regarding
Forward-Looking Statements........ S-3
Ratio of Earnings to Fixed
Charges........................... S-3
Description of the Notes............ S-4
Underwriters........................ S-6
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<TABLE>
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PAGE
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PROSPECTUS
Incorporation of Certain Documents
by Reference...................... 2
Available Information............... 2
The Corporation..................... 3
Certain Regulatory Matters.......... 4
Use of Proceeds..................... 9
Ratios of Earnings to Fixed Charges
and to Combined Fixed Charges and
Preferred Stock Dividends......... 10
Description of Debt Securities...... 11
Description of Preferred Shares..... 22
Description of Depositary Shares.... 27
Description of Common Stock......... 30
Description of Securities
Warrants.......................... 32
Plan of Distribution................ 35
Validity of Securities.............. 35
Experts............................. 35
</TABLE>
You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to
provide you with information different from that contained in this prospectus
supplement and the accompanying prospectus. We are offering to sell the notes
and seeking offers to buy the notes only in jurisdictions where offers and sales
are permitted. The information contained in this prospectus supplement and the
accompanying prospectus is accurate only as of the date of this prospectus
supplement regardless of the time of delivery of this prospectus supplement and
the accompanying prospectus or any sale of the notes. In this prospectus
supplement and the accompanying prospectus, the "Company," "we," "us" and "our"
refer to Star Banc Corporation.
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RECENT DEVELOPMENTS
The Company and Firstar Corporation have agreed to merge their two
companies pursuant to a merger agreement dated as of June 30, 1998, as amended
and restated as of September 17, 1998, by and among the Company, Firstar
Corporation, Firstar (WI) Corporation, a wholly-owned subsidiary of Firstar
Corporation, and Firstar Merger Corporation, a wholly-owned subsidiary of
Firstar (WI) Corporation. The merger was approved by the shareholders of both
companies on October 27, 1998, and received the approval of the Federal Reserve
Board on October 28, 1998. The parties expect to consummate the merger on or
about November 20, 1998. After the consummation of the merger, it is expected
that the combined company will continue its corporate existence under the name
"Firstar Corporation." The combined company will assume all obligations of the
Company, including the notes.
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and accompanying prospectus contains or
incorporates statements that constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements are
subject to the safe harbor created by such sections and appear in a number of
places in this prospectus supplement, the accompanying prospectus and in the
documents incorporated herein and therein by reference. These statements may
include, among other matters, the intent, belief or current expectations of the
Company or its officers and information concerning possible or assumed future
results of operations of the Company. Prospective investors are cautioned that
any such forward-looking statements are not guarantees of future performance,
and involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements to differ materially from
the future results, performance or achievements expressed or implied in such
forward-looking statements. Important factors that could cause future results to
differ include the effects of competition, legislative and regulatory changes,
changes in the economy, and other factors discussed in this and other filings by
the Company with the Securities and Exchange Commission. When used in the
Company's documents or oral presentations, the words "anticipate," "estimate,"
"expect," "objective," "projection," "forecast," "goal" or similar words are
intended to identify forward-looking statements.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for each of the years in the five year period ended December 31,
1997 and for the six months ended June 30, 1998 and 1997. For purposes of
computing the ratio, earnings consist of earnings before income taxes plus fixed
charges (less capitalized interest). Fixed charges, excluding interest on
deposits, consist of interest on short-term borrowings and long-term debt,
amortization of debt expense, capitalized interest and one-third of net rental
expense (which is deemed representative of the interest factor). Fixed charges,
including interest on deposits, consist of the foregoing items plus interest on
deposits.
S-3
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SIX MONTHS
ENDED
JUNE 30, FISCAL YEAR ENDED DECEMBER 31,
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1998 1997 1997 1996 1995 1994 1993
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<S> <C> <C> <C> <C> <C> <C> <C>
Excluding interest on deposits.... 4.43 5.04 4.74 5.17 3.98 4.62 6.77
Including interest on deposits.... 1.82 1.84 1.84 1.75 1.61 1.79 1.77
</TABLE>
DESCRIPTION OF THE NOTES
GENERAL
The notes will be issued under a Senior Indenture dated as of March 1,
1997, as supplemented, between the Company and Chase Manhattan Trust Company,
N.A., as trustee. Provisions of the Indenture are more fully described under the
heading "Description of Debt Securities" in the accompanying prospectus.
The notes will mature on November 1, 2003. Interest on the notes will
accrue from November 1, 1998 and will be payable semiannually, on each May 1 and
November 1, beginning May 1, 1999, to the persons in whose names the notes are
registered at the close of business on April 15 or October 15 before the payment
date at the annual rate of 5 7/8%.
The Company will issue the notes only in book-entry form through the
facilities of The Depository Trust Company, as depositary. The notes will be in
denominations of $1,000 and integral multiples thereof. Transfers or exchanges
of beneficial interests in notes in book-entry form may be effected only through
a participating member of the depositary. See "Global Notes." As described in
the accompanying prospectus, under certain circumstances notes may be issued in
certificated form in exchange for the global notes. In the event that notes are
issued in certificated form, they may be transferred or exchanged at the offices
described in the immediately following paragraph.
Payments on notes issued in book-entry form will be made to the depositary.
If the notes are issued in certificated form, the Company will pay any principal
and interest to the office of Chase Manhattan Trust Company, N.A., as trustee,
in Pittsburgh, Pennsylvania. Notes issued in certificated form will be
registrable at the office of the trustee, and the notes will be exchangeable for
notes having identical terms and provisions at the same office. The Company will
maintain the option, however, of paying interest on notes issued in certificated
form by check mailed to the address of the person entitled to such interest as
shown on the securities register.
The notes cannot be redeemed prior to maturity and there is no sinking fund
for the notes.
GLOBAL NOTES
The notes will be issued in whole or in part in the form of one or more
global notes. The global notes will be deposited with, or on behalf of the
depositary, and registered in the name of a nominee of the depositary. Except
under the limited circumstances described in the accompanying prospectus under
the heading "Description of Debt Securities -- Permanent Global Securities",
owners of beneficial interests in global notes will not be entitled to physical
delivery of notes in certificated form. Global notes may not be transferred
except as a whole by the depositary to a nominee of the depositary. Global notes
may also be transferred by a nominee of the depositary to the depositary or
another nominee of the depositary. The
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depositary or any nominee may transfer global notes to a successor of the
depositary or a nominee of such successor.
The depositary has advised the Company and the underwriters as follows: The
depositary is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. The depositary was created to hold
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movements of securities certificates. The
depositary's participants include securities brokers and dealers (including the
underwriters), banks, trust companies, clearing corporations, and certain other
organizations, some of whom (and/or their representatives) own the depositary.
Access to the depositary's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities held by the
depositary only through participants.
The depositary has further advised the Company that the depositary's
management is aware that some computer applications, systems, and the like for
processing data that are dependent upon calendar dates, including dates before,
on, and after January 1, 2000, may encounter "Year 2000 problems". The
depositary has informed its participants and other members of the financial
community that it has developed and is implementing a program so that its
systems, as the same relate to the timely payment of distributions (including
principal and interest payments) to security holders, book-entry deliveries, and
settlement of trades within the depositary, continue to function appropriately.
This program includes a technical assessment and a remediation plan, each of
which is complete. Additionally, the depositary's plan includes a testing phase,
which is expected to be completed within appropriate time frames.
However, the depositary's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers and their
agents, as well as third party vendors from whom the depositary licenses
software and hardware, and third party vendors on whom the depositary relies for
information or the provision of services, including telecommunication and
electrical utility service providers, among others. The depositary has informed
its participants and other members of the financial community that it is
contacting (and will continue to contact) third party vendors from whom the
depositary acquires services to: (i) impress upon them the importance of such
services being Year 2000 compliant; and (ii) determine the extent of their
efforts for Year 2000 remediation (and, as appropriate, testing) of their
services. In addition, the depositary is in the process of developing such
contingency plans as it deems appropriate.
According to the depositary, the foregoing information with respect to the
depositary has been provided to its participants and other members of the
financial community for informational purposes only and is not intended to serve
as a representation, warranty, or contract modification of any kind.
S-5
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UNDERWRITERS
Under the terms and subject to the conditions contained in an underwriting
agreement dated the date hereof, Morgan Stanley & Co. Incorporated and Chase
Securities Inc., as underwriters, have agreed to purchase, and the Company has
agreed to sell to the underwriters, the respective principal amount of notes set
forth below:
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PRINCIPAL
AMOUNT OF
NAME NOTES
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<S> <C>
Morgan Stanley & Co. Incorporated.............. $ 70,000,000
Chase Securities Inc........................... 30,000,000
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Total................................ $100,000,000
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The underwriting agreement provides that the obligation of the underwriters
to pay for and accept delivery of the notes is subject to the approval of
certain legal matters by their counsel and to certain other conditions. The
underwriters are obligated to take and pay for all the notes if any are taken.
The underwriters propose to offer part of the notes directly to the public
at the public offering price set forth on the cover page hereof and part to
certain dealers at a price that represents a concession not in excess of .200%
of the principal amount of the notes. The underwriters may allow, and such
dealers may reallow, a concession not in excess of .100% of the principal amount
of the notes to certain other dealers. After the initial offering of the notes,
the offering price and other selling terms may from time to time be varied by
the underwriters.
The Company has agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The underwriters have agreed to reimburse certain fees and expenses of the
Company in connection with the offering of the notes.
The Company does not intend to apply for listing of the notes on a national
securities exchange, but has been advised by the underwriters that they
presently intend to make a market in the notes as permitted by applicable laws
and regulations. The underwriters are not obligated, however, to make a market
in the notes and any such market making may be discontinued at any time at the
sole discretion of the underwriters. Accordingly, no assurance can be given as
to the liquidity of, or trading markets for, the notes.
In order to facilitate the offering of the notes, the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the notes. Specifically, the underwriters may over-allot in connection with the
offering, creating a short position in the notes for their own account. In
addition, to cover over-allotments or to stabilize the price of the notes, the
underwriters may bid for, and purchase, the notes in the open market. Finally,
the underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the notes in the offering, if the
syndicate repurchases previously distributed notes in transactions to cover
syndicate short positions, in stabilization transactions or otherwise. Any of
these activities may stabilize or maintain the market price of the notes above
independent market levels. The underwriters are not required to engage in these
activities, and may end any of these activities at any time.
From time to time, the underwriters have acted as financial advisors to the
Company and have received customary compensation for such services.
S-6
