<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
FIRSTAR CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
FIRSTAR CORPORATION
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(4) Date filed:
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- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
LOGO FIRSTAR CORPORATION
777 EAST WISCONSIN AVENUE
P.O. BOX 532
MILWAUKEE, WISCONSIN 53202
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 1996
To the Holders of Common Stock of
Firstar Corporation:
The annual meeting of the shareholders of Firstar Corporation will be held
in the Firstar Center, Clybourn Level, 777 East Wisconsin Avenue, Milwaukee,
Wisconsin, on Thursday, the 18th day of April 1996, at two o'clock p.m. The
purposes of the meeting are:
1. To elect 5 directors to hold office until their successors are duly
elected and qualified.
2. To transact any other business which may properly come before such
meeting or any adjournments thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOU EXECUTE,
DATE AND RETURN PROMPTLY YOUR PROXY IN THE ENCLOSED POSTPAID ENVELOPE. YOU MAY
WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO ITS BEING VOTED.
LOGO
William J. Schulz
Senior Vice President
and Secretary
March 15, 1996
<PAGE> 3
FIRSTAR CORPORATION
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 1996
PERSONS MAKING THE SOLICITATION
This proxy statement and the accompanying proxy card are being mailed to
holders of common stock commencing on or about March 15, 1996 and are furnished
in connection with the solicitation of proxies by the Board of Directors of
Firstar Corporation (hereinafter referred to as "Firstar") at the expense of
Firstar through the mails for use at the annual meeting of shareholders to be
held April 18, 1996 at two o'clock p.m. in the Firstar Center, Clybourn Level,
at 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, or at any adjournments
thereof. Employees of Firstar may solicit proxies by telephone and in person at
no extra cost to Firstar. Properly signed and dated proxies received by the
Secretary of Firstar prior to or at the annual meeting will be voted as
instructed thereon or, in the absence of such instruction, "FOR" Item 1 and in
accordance with the best judgment of the persons named in the proxy on any other
matters which may properly come before the meeting. Any shareholder giving a
proxy has the power to revoke it at any time before it is actually voted by
delivery of a written notice of revocation to the Secretary of Firstar at the
above-indicated address. Unless so revoked, the shares represented by each proxy
will be voted at the meeting and at any adjournments thereof.
VOTING PROCEDURES/VOTES REQUIRED
A quorum consists of a majority of the shares entitled to vote represented
at the annual meeting in person or by proxy (including proxies reflecting
abstentions or broker non-votes). Broker non-votes are shares which are
represented at the meeting by proxy for which the record holder has not been
granted the authority to vote on one or more proposals. Once a share is
represented at the meeting it is deemed present for quorum purposes throughout
the meeting or any adjourned meeting unless a new record date is or must be set
for the adjourned meeting. The five nominees for director who receive the
largest number of votes cast "FOR" will be elected as directors if a quorum is
present. Shares represented at the meeting for which authority to vote for a
nominee for director is withheld and non-votes will not affect the determination
of the outcome of the election of directors.
VOTING SECURITIES AND OWNERSHIP THEREOF
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Holders of record of common stock of Firstar at the close of business on
February 29, 1996 (the "Record Date") will be entitled to one vote for each
share of common stock then held. There were 73,428,812 shares of Firstar's
common stock outstanding on the Record Date.
1
<PAGE> 4
The following table sets forth information as of December 31, 1995 as to
the "beneficial ownership" of the common stock of Firstar by all of the
directors named in the proxy statement, the five most highly compensated
executive officers of Firstar, and directors and all executive officers of
Firstar as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS(2)
------------------------------------- ----------------------- -------------------
<S> <C> <C>
Michael E. Batten.................... 800
Chris M. Bauer(3).................... 72,059
John A. Becker(3).................... 181,853
Robert C. Buchanan................... 700
George M. Chester, Jr.(4)............ 16,600
Roger H. Derusha(5).................. 31,600
Roger L. Fitzsimonds(3).............. 254,384
James L. Forbes...................... 1,000
Holmes Foster........................ 3,858
Jerry M. Hiegel...................... 11,400
Joe Hladky........................... 5,632
C. Paul Johnson(3)................... 951,983 1.3%
James H. Keyes....................... 1,228
James R. Lang(3)..................... 88,049
Sheldon B. Lubar(6).................. 191,176
Daniel F. McKeithan, Jr.............. 14,400
George W. Mead II.................... 800
Guy A. Osborn........................ 4,000
Judith D. Pyle....................... 2,070
Clifford V. Smith, Jr................ 472
Jay B. Williams...................... 48,306
William W. Wirtz(7).................. 1,423,120 1.9%
Aggregate for all directors and
executive officers as a group(3)... 4,083,898 5.6%
</TABLE>
- ------------
(1) Unless otherwise indicated, the beneficial owners exercise sole voting and
investment powers.
(2) Unless otherwise indicated, percentages are less than one percent.
Percentage ownership as of December 31, 1995.
(3) Includes shares which have been allocated to the individual as of December
31, 1995 under Firstar's Thrift and Sharing Plan and for which the
individuals have sole voting rights and investment power: Chris M. Bauer -
8,028; John A. Becker -- 18,040; Roger L. Fitzsimonds - 8,600; James R. Lang
- 23,902; Jay B. Williams - 11,861; and all directors and executive officers
as a group - 198,846. Also includes the right to acquire shares upon
exercise of options granted under Firstar's stock option plan: Chris M.
Bauer - 59,900; John A. Becker - 126,700; Roger L. Fitzsimonds - 189,700; C.
Paul Johnson - 109,690; James R. Lang - 61,900; Jay B. Williams - 24,300 and
all directors and executive officers as a group - 1,012,290.
(4) Includes 15,600 shares for which voting and investment powers are shared.
(5) Includes 1,600 shares for which voting and investment powers are shared.
(6) Includes 146,812 shares for which voting and investment powers are shared.
(7) Includes 1,392,000 shares held by companies in which Mr. Wirtz is a
controlling shareholder and 18,400 shares in a pension trust.
2
<PAGE> 5
As of December 31, 1995, the following groups were the beneficial owners of
more than 5% of Firstar's outstanding common stock:
Firstar, through subsidiaries which conduct various fiduciary
activities, held 8,996,091 shares, or 12.3% of Firstar's common stock in
estates, trusts and other fiduciary accounts. Sole voting power is
possessed with respect to 1,291,741 shares, while sole investment power is
retained for 7,660,774 shares. Shares held in the Firstar Corporation
Thrift and Sharing Plan are included as having sole investment power by
virtue of the ability of Firstar to amend the plan. Included in these
totals are 6,944,208 shares, or 9.5% of Firstar's common stock, held by the
Firstar Corporation Thrift and Sharing Plan.
J. P. Morgan & Co. Incorporated, through subsidiaries which conduct
various fiduciary activities, held 3,761,852 shares, or 5.14% of Firstar's
common stock in estates, trusts and other fiduciary accounts. Sole voting
power is possessed with respect to 2,058,000 shares, while sole investment
power is retained for 3,688,752 shares.
ELECTION OF DIRECTORS
The Articles of Incorporation of Firstar provide that the Board of
Directors of Firstar shall be divided into three classes as nearly equal in
number as possible, with the term of office of one class expiring each year.
Each class shall hold office for a term of three years. At the annual meeting,
five directors will be elected to a three-year term expiring in 1999.
It is the intention of the persons named in the proxy, unless otherwise
directed, to vote the proxies given them for the election of these nominees. All
those named as nominees are presently serving as directors and, except for
Messrs. Buchanan and Johnson, were elected by the shareholders. All of the
nominees have consented to being named in this proxy statement and to serve if
elected, and the Board of Directors has no reason to believe that any of the
named nominees will be unable to act. However, if any such nominee prior to
election becomes unable to serve or for good cause will not serve, the proxies
will be voted for such substitute nominee as may be selected by the Board of
Directors of Firstar or only for the remaining nominees. The names, ages and
business experience during the past 5 years (including principal occupations and
employment during that period) of the nominees, all principal positions and
offices with Firstar and Board committee memberships presently held by them, and
certain directorships held in other companies are set forth below. All directors
not named as members of the Executive Committee of the Board of Directors are
alternate members of that committee. None of the directors or executive officers
are related. With the exception of Messrs. Fitzsimonds and Becker, all of the
directors' business experience listed has been with organizations unaffiliated
with Firstar.
NOMINEES FOR TERMS EXPIRING IN 1999
- --------------------------------------------------------------------------------
MICHAEL E. BATTEN
Chairman, Chief Executive Officer and a director of Twin Disc,
Incorporated, Racine, Wisconsin. Manufacturer of power transmission equipment.
He is 55 years of age and has been a director of Firstar since 1984 and is
a member of the Executive, Audit-Examining, Committee on Directors and
Interstate Banking and Acquisitions Committees of the Board of Directors. He is
also a director of Firstar Trust Company.
He is also a director of Universal Foods Corporation, Briggs & Stratton
Corporation and Simpson Industries.
3
<PAGE> 6
- --------------------------------------------------------------------------------
ROBERT C. BUCHANAN
President, Chief Executive Officer and a director of Fox Valley
Corporation, Appleton, Wisconsin. Manufacturer and marketer of paper products.
He is 55 years of age and has been a director of Firstar since 1994 and is
a member of the Compensation Committee of the Board of Directors.
He is also a director of Ariens Company, W.H. Brady Company, Charter
Manufacturing Company, Kaukauna Cheese and American Forest & Paper Association
and a trustee of Northwestern Mutual Life Insurance Company and Lawrence
University.
- --------------------------------------------------------------------------------
JAMES L. FORBES
President, Chief Executive Officer and a director of Badger Meter, Inc.
Manufacturer of flow measurement technology.
He is 63 years of age and has been a director of Firstar since 1993 and is
a member of the Compensation and Employee Benefits Committees of the Board of
Directors. He is also a director of Firstar Trust Company.
He is also a director of Universal Foods Corporation and United Wisconsin
Services.
- --------------------------------------------------------------------------------
C. PAUL JOHNSON
Former Chairman of the Board and Chief Executive Officer of First Colonial
Bankshares Corporation.
He is 64 years of age and has been a director of Firstar since 1995 and is
a member of the Audit-Examining Committee of the Board of Directors. He is also
a director of Firstar Bank Illinois.
- --------------------------------------------------------------------------------
JAMES H. KEYES
Chairman of the Board, President and Chief Executive Officer of Johnson
Controls, Inc., Milwaukee, Wisconsin, since January 1993. Designer,
manufacturer, installer and servicer of building automation systems for energy
management, fire safety and security; manufacturer and marketer of batteries for
energy storage and manufacturer of automotive seating and plastics. He had been
President and Chief Executive Officer prior to that.
He is 55 years of age and has been a director of Firstar since 1993 and is
a member of the Audit-Examining, Committee on Directors, Executive and
Interstate Banking and Acquisitions Committees of the Board of Directors. He is
also a director of Firstar Bank Milwaukee and Firstar Trust Company.
He is also a director of Universal Foods Corporation and LSI Logic.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1998
- --------------------------------------------------------------------------------
ROGER H. DERUSHA
Chairman of the Board and Director of Marinette Marine Corporation,
Marinette, Wisconsin. Ship designers and builders.
He is 65 years of age and has been a director of Firstar since 1980. He is
also a director of Firstar Bank Green Bay and L.E. Jones Company of Menomonie,
Michigan.
4
<PAGE> 7
- --------------------------------------------------------------------------------
JERRY M. HIEGEL
Chairman of Hiegel Group, Inc., a private investment banking company
located in Madison, Wisconsin. Retired in 1989 as Chairman of the Board of Oscar
Mayer Foods Corporation, Madison, Wisconsin. Manufacturer of brand-identified
processed meats.
He is 69 years of age and has been a director of Firstar since 1983 and is
a member of the Compensation, Employee Benefits and Audit-Examining Committees
of the Board of Directors.
He is also a director of Oshkosh B'Gosh, Inc. and of McCarthy Improvement
Co. of Davenport, Iowa.
- --------------------------------------------------------------------------------
SHELDON B. LUBAR
Chairman of Lubar & Co., Milwaukee, Wisconsin. Investment and management
firm.
He is 66 years of age and has been a director of Firstar since 1986 and is
a member of the Executive, Committee on Directors, Audit-Examining, Compensation
and Interstate Banking and Acquisitions Committees of the Board of Directors. He
is also a director of Firstar Bank Milwaukee.
He is also a director of Christiana Companies, Inc., Massachusetts Mutual
Life Insurance Company, MGIC Investment Corporation, Ameritech Corporation and
various private industrial companies.
- --------------------------------------------------------------------------------
DANIEL F. McKEITHAN, JR.
President and Chief Executive Officer of Tamarack Petroleum Company, Inc.,
Milwaukee, Wisconsin. Operator of producing oil and gas wells. Also, President
and Chief Executive Officer of Active Investor Management, Inc., Milwaukee,
Wisconsin. Manager of oil and gas wells; and president of AIM and Associates, an
accounting firm.
He is 60 years of age and has been a director of Firstar since 1977 and is
a member of the Audit-Examining, Executive, Committee on Directors and
Interstate Banking and Acquisitions Committees of the Board of Directors.
He is also a director of Marcus Corporation and WICOR, Inc. and a trustee
of Northwestern Mutual Life Insurance Company.
- --------------------------------------------------------------------------------
GEORGE W. MEAD II
Chairman of Consolidated Papers, Inc., Wisconsin Rapids, Wisconsin.
Manufacturer and marketer of paper products.
He is 68 years of age and has been a director of Firstar since 1990. He is
also a director of Firstar Bank Wisconsin Rapids.
He is also a director of Snap-on Corporation.
- --------------------------------------------------------------------------------
GUY A. OSBORN
Chairman, Chief Executive Officer and a director of Universal Foods
Corporation, Milwaukee, Wisconsin. Manufacturer and marketer of food
ingredients.
He is 60 years of age and has been a director of Firstar since 1992 and is
a member of the Committee on Directors, Compensation, Employee Benefits,
Executive and Interstate Banking and Acquisitions Committees of the Board of
Directors. He is also a director of Firstar Bank Milwaukee.
He is also a director of WICOR, Inc., Wisconsin Gas Co., Fleming Companies,
Inc. and a trustee of Northwestern Mutual Life Insurance Company.
5
<PAGE> 8
- --------------------------------------------------------------------------------
WILLIAM W. WIRTZ
President and a director of Wirtz Corporation, Chicago, Illinois.
Diversified operations and investments.
He is 66 years of age and has been a director of Firstar since 1980 and is
a member of the Audit-Examining Committee of the Board of Directors.
He is also a director of Consolidated Enterprises, Inc., Forman Realty
Corporation, American Mart Corporation, 333 Building Corporation, Chicago
Stadium Corporation, Chicago Blackhawk Hockey Team, Inc. and Alberto-Culver
Company.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1997
- --------------------------------------------------------------------------------
JOHN A. BECKER
President and Chief Operating Officer of Firstar.
He is 53 years of age, has been a director of Firstar since 1989 and is a
member of the Executive Committee of the Board of Directors. He is also a
director of Firstar Bank Milwaukee, Firstar Trust Company, Firstar Bank Iowa,
Firstar Bank Illinois and Firstar Bank of Minnesota.
He is also a director of Giddings & Lewis Corporation, Inc.
- --------------------------------------------------------------------------------
GEORGE M. CHESTER, JR.
Partner of Covington & Burling, Washington, DC law firm.
He is 48 years of age and has been a director of Firstar since 1988.
- --------------------------------------------------------------------------------
ROGER L. FITZSIMONDS
Chairman of the Board and Chief Executive Officer of Firstar.
He is 57 years of age, has been a director of Firstar since 1988 and is a
member of the Executive Committee and Committee on Directors of the Board of
Directors. He is also a director of Firstar Bank Milwaukee and Firstar Trust
Company.
- --------------------------------------------------------------------------------
HOLMES FOSTER
Former Chairman of the Board, President and Chief Executive Officer of
Banks of Iowa, Inc.
He is 69 years of age and has been a director of Firstar since 1991. He is
also a director of Firstar Bank Iowa.
He is also a director of Iowa Business Development Finance Corporation.
- --------------------------------------------------------------------------------
JOE HLADKY
President and Chief Executive Officer of the Gazette Company, Cedar Rapids,
Iowa. An independent media company.
He is 55 years of age and has been a director of Firstar since 1991 and is
a member of the Audit-Examining Committee of the Board of Directors. He is also
a director of Firstar Bank Iowa.
6
<PAGE> 9
- --------------------------------------------------------------------------------
JUDITH D. PYLE
Vice Chairman, Senior Vice President-Marketing and a director of Rayovac
Corporation, Madison, Wisconsin. Manufacturer and marketer of batteries and
lighting products.
She is 52 years of age and has been a director of Firstar since 1989 and is
a member of the Audit-Examining Committee of the Board of Directors.
She is also a director of Oshkosh B'Gosh, Inc. and WPL Holdings.
- --------------------------------------------------------------------------------
DR. CLIFFORD V. SMITH, JR.
President of the General Electric Fund since 1990 and Chancellor Emeritus
of the University of Wisconsin-Milwaukee. He was Chancellor of the University of
Wisconsin-Milwaukee from 1986 to 1990.
He is 64 years of age and has been a director of Firstar since 1990.
- --------------------------------------------------------------------------------
COMMITTEES OF THE BOARD OF DIRECTORS
Firstar has various committees including standing audit (Audit-Examining
Committee), nominating (Committee on Directors) and Compensation committees. The
names of members on February 29, 1996 and the functions performed by such named
committees are set forth below.
AUDIT-EXAMINING COMMITTEE
Members -- Sheldon B. Lubar, Chairman
Michael E. Batten James H. Keyes
Jerry M. Hiegel Daniel F. McKeithan, Jr.
Joe Hladky Judith D. Pyle
C. Paul Johnson William W. Wirtz
Functions performed--The Audit-Examining Committee's general responsibilities
include, but are not limited to, supervision and review of all matters
concerning audits of Firstar by its independent auditors and internal corporate
audit staff, review of all matters concerning examinations of Firstar and its
subsidiary banks and companies conducted by governmental supervisory agencies
and review of Firstar's Annual Report on Form 10-K and Annual Report to
Shareholders. There were four meetings held during 1995.
COMMITTEE ON DIRECTORS
Members -- Sheldon B. Lubar, Chairman
Michael E. Batten Daniel F. McKeithan, Jr.
Roger L. Fitzsimonds Guy A. Osborn
James H. Keyes
Functions performed--The Committee on Directors has the general responsibility
of recommending policy as to the responsibilities, size and committee structure
of the Board of Directors. It also develops recommendations as to the
compensation, qualifications, tenure and selection of Board members, scheduling
and content of Board meetings, and directors' and officers' liability
protection. The committee considers director nominees recommended by
shareholders. Any shareholder who wishes to recommend an individual for
nomination as a director of Firstar should write to the Secretary of Firstar, no
later than October 31 of the year preceding the annual meeting of shareholders
at which directors are to be elected, identifying the individual recommended and
setting forth any information which the shareholder believes will be helpful to
the Committee on Directors in evaluating the qualifications of the recommended
nominee. The Committee on Directors and, ultimately, the Board of Directors,
reserves the sole discretion to determine the nominees named in management's
proxy statement for election to the Board of Directors. There were two meetings
held during 1995.
7
<PAGE> 10
COMPENSATION COMMITTEE
Members -- Guy A. Osborn, Chairman
Robert C. Buchanan Jerry M. Hiegel
James L. Forbes Sheldon B. Lubar
Functions performed--The Compensation Committee has the general responsibility
of recommending for the approval of the Board of Directors the remuneration
arrangements for the executive officers of Firstar and its subsidiaries and any
additions or modifications to the employee benefit plans administered by Firstar
for the benefit of the officers and employees of Firstar and its subsidiaries.
There were four meetings held during 1995.
The Board of Directors held five meetings during 1995. All directors, with
the exception of Messrs. Forbes, Keyes and Ms. Pyle, attended 75% or more of the
aggregate of (1) the total number of meetings of the Board of Directors (held
during the period for which they have been a director) and (2) the total number
of meetings held by all committees of the Board on which they served (during the
periods that they served). Mr. Forbes, Mr. Keyes and Ms. Pyle attended 67%, 64%
and 44% of their respective total meetings during 1995.
Following the election at the annual meeting, there will be nineteen
directors of Firstar Corporation. No person shall be eligible to be elected or
re-elected as a member of the Board of Directors if he or she reached the age of
seventy (70) years, and any director who reaches the age of seventy (70) years
shall resign from the Board of Directors as of the last day of the calendar
quarter in which such director's seventieth birthday falls. The Board of
Directors may authorize a change to the foregoing retirement provision.
DIRECTOR COMPENSATION
The directors of Firstar are compensated for all services as a director in
the following manner: An annual retainer fee of $17,000 is paid each director at
the rate of $4,250 per quarter. An annual retainer fee of $4,000 is paid to the
chairman of the Audit-Examining Committee at the rate of $1,000 per quarter. A
$1,400 fee is paid for attendance at each regularly scheduled or special meeting
of the Board, a $1,400 fee is paid for attendance at meetings of the Executive
or Interstate Banking and Acquisitions Committees, and a $800 fee is paid
committee members for attendance at regularly scheduled or special meetings of
all other committees of the Board. Directors of Firstar who are also directors
of subsidiaries of Firstar also receive fees from such subsidiaries for services
as directors on their boards. Firstar has a deferred compensation plan under
which directors may elect to defer payment of such fees. Those directors who are
officers of Firstar or its subsidiary banks receive no fees from Firstar or the
subsidiary banks for services as directors.
8
<PAGE> 11
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table presents data with respect to the
five most highly compensated executive officers for each of the years in the
three-year period ended December 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------------------
AWARDS
ANNUAL COMPENSATION LONG-TERM -------------------
NAME AND PRINCIPAL ------------------------------ INCENTIVE STOCK RESTRICTED ALL OTHER
POSITION YEAR SALARY BONUS OTHER(1) PAYOUT OPTION STOCK COMPENSATION(2)
- -------------------------- ---- -------- -------- -------- ---------- ------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Roger L. Fitzsimonds
Chairman of the Board... 1995 $617,000 $349,900 $427,400 46,300 $55,600
Chairman of the Board... 1994 595,000 303,900 138,100 38,100 53,500
Chairman of the Board... 1993 548,000 378,900 144,200 22,500 49,300
John A. Becker
President............... 1995 452,000 238,000 290,900 28,000 40,600
President............... 1994 435,000 206,800 88,700 23,100 39,100
President............... 1993 405,000 257,800 90,000 15,200 36,400
Chris M. Bauer
Chairman of Firstar Bank
Milwaukee............. 1995 291,000 146,500 164,400 11,100 26,200
Chairman of Firstar Bank
Milwaukee............. 1994 280,000 115,600 50,000 9,200 21,000
Chairman of Firstar Bank
Milwaukee............. 1993 259,000 149,000 52,400 9,000 19,400
James R. Lang
Chairman of the Board
Firstar Corp. of
Iowa.................. 1995 260,000 108,700 128,400 9,900 23,400
Chairman of the Board
Firstar Corp. of
Iowa.................. 1994 250,000 89,500 44,700 8,200 22,500
Chairman of the Board
Firstar Corp. of
Iowa.................. 1993 233,000 105,100 46,900 8,000 20,600
Jay B. Williams
President of Firstar
Bank Illinois......... 1995 235,000 119,300 64,960 9,900 17,600
Executive Vice President
of Firstar Bank
Milwaukee............. 1994 181,000 60,300 80,525 5,200 13,600
</TABLE>
- ------------
(1) Aggregate amount of other annual compensation does not exceed the lesser of
$50,000 or 10% of executive officer's salary and bonus with the exception of
Mr. Williams. Included in Mr. Williams other compensation payments were club
membership and initiation fees of $61,900 in 1995 and relocation costs of
$72,000 in 1994.
(2) Amounts shown represent payments made under Firstar's Thrift and Sharing
Plan which consist of both contributions to the plan and cash payments made
to the executive officer to offset Internal Revenue Code limitations.
9
<PAGE> 12
The following table presents information about stock options granted during
1995 to the five named executive officers.
STOCK OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE EXPIRATION GRANT DATE
NAME OPTIONS EMPLOYEES PRICE DATE PRESENT VALUE(1)
- ------------------------------------ --------- ------------- -------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Roger L. Fitzsimonds................ 46,300 9.3% $ 27.375 2/19/05 $318,081
John A. Becker...................... 28,000 5.6 27.375 2/19/05 192,360
Chris M. Bauer...................... 11,100 2.2 27.375 2/19/05 76,257
James R. Lang....................... 9,900 2.0 27.375 2/19/05 68,013
Jay B. Williams..................... 9,900 2.0 27.375 2/19/05 68,013
</TABLE>
- ------------
(1) Present value is determined as of the grant date, January 19, 1995, using
the Black-Scholes Model. This is a theoretical value for the stock options
which was constructed with the following underlying assumptions: a 10 year
expected period to time of exercise; a risk free rate of return of 7.8% ; an
expected dividend yield of 4.4%; and a volatility factor of 21.0%. The
amount realized from a stock option ultimately depends on the market value
of the stock at a future date.
The following table presents information concerning stock options exercised
during 1995. Also shown is information on unexercised stock options as of
December 31, 1995.
STOCK OPTIONS EXERCISED IN 1995 AND YEAR-END VALUES
<TABLE>
<CAPTION>
1995 TOTAL NUMBER OF TOTAL VALUE OF
----------------------- UNEXERCISED UNEXERCISED IN-THE-MONEY
SHARES OPTIONS HELD AT 12/31/95 OPTIONS HELD AT 12/31/95
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Roger L. Fitzsimonds... 0 0 118,000 71,700 $ 2,132,838 $ 627,375
John A. Becker......... 0 0 83,300 43,400 1,516,050 379,750
Chris M. Bauer......... 11,000 215,188 42,666 17,234 757,603 150,798
James R. Lang.......... 0 0 36,133 15,367 638,952 134,461
Jay B. Williams........ 1,500 39,750 21,333 13,367 378,077 116,961
</TABLE>
The following table presents information on Long-Term Incentive Awards
granted to the named executives during 1995. Estimated future payouts are
predicated upon the achievement of Firstar return on equity goals in relation to
peer group banking companies. The achievement of peer group median return on
equity will represent threshold; peer group 70th percentile will represent
target and peer group 90th percentile will represent maximum payout. The award
is designated in shares of stock. These performance shares are valued at the end
of the three year period based upon the market value of Firstar's common stock.
The participant is paid the value of the earned award one-half in shares of
Firstar's common stock and one-half in cash plus a dividend equivalent for the
performance period.
LONG-TERM INCENTIVE PLAN AWARDS IN 1995
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE BASED
TARGET PERFORMANCE PLANS
NUMBER OF PERIOD --------------------------------
NAME UNITS UNTIL PAYOUT THRESHOLD TARGET MAXIMUM
- ---------------------------------------- --------- ------------ --------- ------ -------
(NUMBER OF UNITS)
<S> <C> <C> <C> <C> <C>
Roger L. Fitzsimonds.................... 11,418 3 Years 5,709 11,418 17,127
John A. Becker.......................... 7,769 3 Years 3,885 7,769 11,654
Chris M. Bauer.......................... 4,389 3 Years 2,195 4,389 6,584
James R. Lang........................... 3,429 3 Years 1,715 3,429 5,144
Jay B. Williams......................... 3,429 3 Years 1,715 3,429 5,144
</TABLE>
10
<PAGE> 13
The following table presents estimated annual benefits payable under
Firstar's pension plans based upon years of service.
<TABLE>
<CAPTION>
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35+ YEARS
- ------------ -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
$ 250,000 $ 64,290 $ 85,715 $107,145 $128,570 $ 150,000
500,000 128,580 171,430 214,290 257,140 300,000
750,000 192,870 257,145 321,435 385,710 450,000
1,000,000 257,160 342,860 428,580 514,280 600,000
1,250,000 321,450 428,575 535,725 642,850 750,000
1,500,000 385,740 514,290 642,870 771,420 900,000
</TABLE>
The remuneration covered by the plan includes salary and one-half of bonus
and long-term incentive cash payments. The final average compensation is based
on average compensation during the highest five consecutive years in the last
ten years prior to retirement. The annual benefit amounts listed in the table
are subject to a reduction equal to one-half of the Social Security benefit at
the time of retirement. The years of service of the named executives are as
follows: Mr. Fitzsimonds--31 years, Mr. Becker--28 years, Mr. Bauer--26 years,
Mr. Lang--28 years and Mr. Williams--22 years. An agreement has been entered
into with an executive officer other than the named executives, whereby his
pension will be credited for up to ten additional years of service upon
retirement.
Estimated annual benefits listed in the table are based on the terms of the
Pension Plan in effect as of December 31, 1995 and assume payment in the form of
a straight-life annuity beginning at age 65 without reduction for the election
of a joint and survivor annuity or for any limitation on maximum annual benefits
or compensation under the Internal Revenue Code. In the event that any such
reduction occurs, the named persons will receive benefits in the amount of such
reduction under certain supplemental retirement plans maintained by Firstar. Any
supplemental benefits are payable out of the general assets of Firstar.
EMPLOYMENT AGREEMENTS
Firstar has identical Key Executive Employment and Severance Agreements
with Messrs. Fitzsimonds, Becker, Bauer, Lang, Williams and others. The
agreements would come into effect upon a change in control of Firstar as defined
in the agreements. The employment period under each agreement is the earlier of
the third anniversary of the change in control or the executive's sixty-fifth
birthday. If, during the employment period, the executive officer's employment
is ended through (1) termination by Firstar without cause or (2) termination by
the executive officer for good reason based upon a breach of the agreement by
Firstar or a significant adverse change in the executive officer's
responsibilities, then a termination payment will be made to the executive. The
agreements provide that such payment will be equal to three times the sum of the
executive's annual salary plus an amount attributable to annual incentive
compensation equal to a target payment under such plans. If any portion of the
termination payment constitutes an excess parachute payment, as defined in the
Internal Revenue Code, and is subject to an excise tax, Firstar shall pay to the
executive the amount necessary to offset the excise tax and any applicable taxes
on this additional payment. Additional provisions assure the payment of other
accrued benefits regardless of the reason for termination. Upon a change in
control of Firstar, as defined in the plan, the executive is entitled to a lump
sum cash payment equivalent to the present value of the projected benefits under
certain supplemental retirement plans.
11
<PAGE> 14
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overall Policy
Firstar's executive compensation objective is to closely link compensation
with corporate and individual performance in a manner which, through recognizing
the marketplace practices of other banking companies, will retain and attract
executives who can lead Firstar to achieve the long-term goals of its
shareholders. Toward the end of achieving this objective, Firstar has an
executive compensation program which directly ties a significant portion of
total executive compensation to Firstar's financial performance in relation to
its peer group and to the appreciation in its stock price.
The Compensation Committee has adopted the following statements of
philosophy which provide the foundation for Firstar's executive compensation
program:
1. Pay-for-Performance--the total compensation program will have a strong
pay-for-peformance relationship.
2. Total Compensation--over time, total compensation relative to peers will
be consistent with performance relative to peers; in any one year, the
pay-performance match may lead or lag the peer group.
3. Total Cash Compensation--total cash compensation (base salary plus
annual incentive compensation) will be established conservatively with
no incentives paid for less than median performance.
4. Base Salaries--base salary midpoints will be established consistent with
the median of the peer group; actual base salaries will reflect
performance and experience within a competitive range.
5. Emphasis on Short-Term and Long-Term--emphasis will be placed on both
short-term (annual) and long-term performance; strong performance must
be achieved by Firstar each year as well as over the long-term.
6. Emphasis on Financial Performance versus Shareholder Value--for
short-term performance, emphasis will be placed on rewarding financial
performance; however, shareholder value will be the measure of
performance over the long-term.
Each year the Compensation Committee carefully reviews each component of
the executive compensation program. This review includes an assessment of the
total compensation opportunities provided by Firstar's program in relation to
both the compensation being paid by peer banking companies and the financial
performance of those peers. The peer group used by Firstar for all of its
financial performance comparisons, including its reports to the investment
community, represents U.S. commercial banking companies ranging in total asset
size from $10-$25 billion. It is data from this same peer group which the
Compensation Committee uses to gauge the comparative compensation levels of
Firstar's executive group. This peer banking group is also the same peer banking
group referred to in the performance graph at the bottom of page 17 which
portrays Firstar's performance as measured by return on equity. The performance
graph at the top of page 17 measures Firstar's total shareholder return against
the S&P 500 Stock Index and the KBW Index, which is a banking industry index
comprised of 50 companies representing all money center banks and most major
regional banks as maintained by Keefe, Bruyette and Woods, Inc.
For a number of years, the Committee has engaged an independent consultant
(an international accounting firm with significant experience in executive
compensation matters) to review the executive compensation program and the
resultant compensation earned by the senior executives.
The 1995 consultant's report, as reviewed by the Compensation Committee in
April 1995, concluded:
Firstar's 1994 total compensation position supports the stated
compensation philosophy
- Target cash compensation (base salary plus annual incentive
compensation) overall aligns with the peer medians, but is generally
conservative given the premium performance required for target
incentives
12
<PAGE> 15
- Actual incentives earned for 1994 performance generally approached
median practices in the peer group
- Target total compensation (cash compensation plus long-term
compensation) is positioned at highly competitive levels and reflects
the desired pay-for-performance linkage
- Actual 1994 total compensation levels were slightly below the peer
medians
The principal components of Firstar's executive compensation program are
base salary, an annual incentive compensation plan, a three-year performance
share plan, and a stock option program. The Compensation Committee determines
these components individually for each of the 16 executives who comprised
Firstar's senior executive group in the first quarter of 1995, which is where
these components are annually established. This group includes each of the five
individuals whose compensation is analyzed in this proxy statement. In
determining the compensation of these executives, other than the chief executive
officer, the Committee is generally guided by the recommendations of the chief
executive officer. However, it does independently approve the remuneration of
all 16 executives on an individual basis.
Base Salaries
A base salary grade and range has been established for the job of each
executive officer. Base salary grade midpoints are established consistent with
the median of the peer group and the internal evaluation of the responsibilities
of each position.
In accordance with its annual procedure, at its January 1995 meeting, the
Compensation Committee approved an overall percentage increase of base salaries
for the executive officer group based on the following:
1. The results of published compensation surveys for the executive base
salary increase projections for the financial services industry in
general (these surveys are broad based and not peer group specific).
2. The financial performance of Firstar for the preceding year both
absolutely and relatively vs. its peer group of U.S. commercial banking
companies as represented by such measures of profitability and asset
quality as a return on equity, return on assets, net loan charge-offs,
non-performing assets and efficiency ratio. The Committee noted
Firstar's strong capital position, exceptionally low charge-offs, a
decline in non-performing assets, and a substantial improvement in the
efficiency ratio to 60.6%. Return on assets and return on equity were
down from the preceding year, but nevertheless reflect very good
performance.
The overall base salary increase percentage approximated the median of the
salary surveys. Within this overall limit, the CEO recommended to the Committee
base salary adjustments for each executive (exclusive of the chief executive
officer) based upon his assessment of the executive's performance relative to
the executive's goals and objectives. The Committee noted that the overall
executive base salary increase percentage was identical to the base salary
increase percentage for non-executive employees. In addition, promotion
increases were made for four executives.
In administering the base salary of the chief executive officer in 1995,
the Committee considered Firstar's most recent annual absolute and relative
performance, his ongoing leadership, the relationship of his base salary to job
grade midpoint and industry salary surveys. As a result, the chief executive
officer's base salary was increased by 3.9% in 1995.
Annual Incentive Compensation Plan
Firstar's executive officers are eligible for an annual incentive award.
Performance objectives are established each year. These objectives are based on
Firstar's return on equity and the performance of the executive's own business
unit. For the 16 executives comprising the senior executive group in 1995, at
least 50% of the award (with the exception of one officer where it was 25%),
ranging up to 100% for the corporation's chief executive officer and the
corporation's chief operating officer, is tied directly to Firstar's return on
common equity in comparison to the $10-$25 billion peer group. The goal for this
component of the Annual Incentive Compensation Plan is set in a manner which
does not compensate for below median
13
<PAGE> 16
performance; the Committee believes that (1) performance is relative, and (2) no
incentives should be paid unless relative performance is at least equal to the
median. Further, even if performance is better than median, the Committee can
elect to eliminate all executive awards if Firstar's return on common equity
does not exceed 12%.
Firstar's annual incentive compensation is a target bonus plan where target
represents a percentage of the salary grade midpoint of the executive's job
grade. For the 16 executives comprising the senior executive group in 1995, this
target percentage ranges from 30% of the participant's salary grade midpoint up
to 50% of the salary grade midpoint for the chief executive officer's position.
The bonus earned is based on performance and ranges from a threshold of 50% of
target to a maximum of 150% of target. The Committee has determined that to earn
a threshold level of bonus on the corporate performance factor, which for the
chief executive officer and the chief operating officer is the only factor,
requires a return on common equity equal to the median of the peer group.
Performance below the median of the peer group would result in no bonus being
earned on the corporate performance factor. To earn a target bonus, performance
at the 70th percentile is required. To earn a maximum bonus, performance at the
90th percentile is required. For 1995, Firstar's return on equity was adjusted
to exclude the amount of any one-time restructuring charges incurred as the
result of the acquisition of companies or any one-time gains realized as the
result of the disposition of any lines of business.
The performance measures other than Firstar's return on equity which
comprise a portion of the Annual Incentive Compensation Plan for those officers
below the level of the chief executive officer and the chief operating officer
are established specific to each executive's business function including, for
example, net income and return on assets of the specific unit managed by the
executive, net charge-offs and non-performing asset levels of the unit, expense
management, specific project attainments, and other factors. Performance is
measured against target goals to determine payments.
In 1995, Firstar achieved a return on equity of 16.86% based upon recurring
net income in accordance with the Compensation Committee directives. Based on
the formula used in the plan, the chief executive officer earned a 1995 bonus of
$349,866, which equaled 114% of target. Payments to the other executives for
this factor also equaled 114% of target. Performance in 1995 by executives with
respect to their other factors, which varied from officer to officer, ranged
from 118% to 150%.
Three-Year Performance Share Plan
In 1993, Firstar implemented a new three-year performance share plan for
its senior executives. This plan, developed by the independent consultant
retained by the Committee, modified the three-year performance bonus plan which
ended at year-end 1994. The modifications were intended to address in part the
concern that Firstar's compensation for senior executives was lagging
competitive levels based upon its high level of performance and to better tie
long-term incentive compensation to both internal financial performance and
shareholder value.
The performance share plan retained the target feature of the performance
bonus plan. Under the revised plan, for the 16 executives comprising the senior
executive group, the target percentage ranges from 30% of the participant's
salary grade midpoint up to 50% of the salary grade midpoint for the chief
executive officer's job. In order for an executive to receive target payout,
Firstar must achieve a three-year return on common equity equal to the 70th
percentile performance by its peer group. Threshold payout, which is equal to
50% of target payout, requires a three-year return equal to the peer median
performance and maximum payout, which is equal to 150% of target payout,
requires a 90th percentile performance compared with peers. If Firstar achieves
less than median performance, all performance share awards are forfeited.
Further, if return on common equity of Firstar falls below 12% for the
three-year period, regardless of comparative peer performance, the Committee may
cancel all performance share awards.
For the awards made in 1993, performance share awards were divided into two
parts consisting of performance-restricted shares of Firstar common stock and an
equal number of phantom performance-restricted shares payable in cash. The total
number of performance and phantom restricted shares awarded to an executive was
equal to the maximum award computed based upon the applicable percentage of
salary range
14
<PAGE> 17
midpoint for the executive, as described above, divided by the price of one
share of Firstar common stock on the date of grant. Following the end of the
three-year performance period, the number of performance shares and phantom
shares, if any, earned by executives will be determined based upon Firstar's
performance compared with its peer group. Firstar will then remove the
restrictions on the performance shares earned and will pay executives in cash
for an equal number of earned phantom shares. The balance of the unearned
performance shares are forfeited. Executives will also receive payment in an
amount equal to the dividends payable by Firstar during the three-year
performance period on an equal number of shares of common stock as the total of
earned performance and phantom shares.
The performance period for the 1993 performance share plan ended on
December 31, 1995. Based on the formula used in the plan, the chief executive
officer earned a three-year bonus at the end of 1995 of $427,429, which equaled
111% of target. Each of the other participants also received a payment equal to
111% of target.
For awards made in 1994, the form of the award was modified following
shareholder approval in 1994 of the amended Incentive Stock Plan for Key
Employees. The incentive compensation opportunity provided by the plan is
unchanged from that described above. For awards made in 1994, a Performance
Account was established for each participant. The Performance Account is
designated in shares of stock whereby the number of shares in each participant's
account represents a target percentage applicable to each participant's job
grade, up to 50% for the chief executive officer, multiplied by the job grade
midpoint and divided by the fair market value of a share of stock on the date of
the award. At the end of the three-year period, the number of shares of stock
actually earned and credited to the participant's account will be determined
based upon Firstar's performance compared with its peer group as described in
the second paragraph of this section. The target number of performance shares
that could be earned in the three-year period by the chief executive officer and
the other 14 executives receiving awards in 1994 are 9,649 and 37,566,
respectively. The performance shares are valued at the end of the performance
period based upon the market price of Firstar's common stock. The participant is
paid the value of the earned award one-half in shares of Firstar's common stock
and one-half in cash plus a cash amount equal to the dividends paid during the
performance period on a number of shares equal to the number of performance
shares earned.
For awards made in 1995, a Performance Account was established for each
participant. The Performance Account is designated in shares of stock whereby
the number of shares in each participant's account represents a target
percentage applicable to each participant's job grade, up to 50% for the chief
executive officer, multiplied by the job grade midpoint and divided by the fair
market value of a share of stock on the last business day of 1994. At the end of
the three-year period, the number of shares of stock actually earned and
credited to the participant's account will be determined based upon Firstar's
performance compared with its peer group as described in the second paragraph of
this section. For 1995, Firstar's return on equity was adjusted to exclude the
amount of any one-time restructuring charges incurred as the result of the
acquisition of companies or any one-time gains realized as the result of the
disposition of any lines of business. The target number of performance shares
that could be earned in the three-year period by the chief executive officer and
the other 15 executives receiving awards in 1995 are 11,418 and 47,927,
respectively. The performance shares are valued at the end of the performance
period based upon the market price of Firstar's common stock. The participant is
paid the value of the earned award one-half in shares of Firstar's common stock
and one-half in cash plus a cash amount equal to the dividends paid during the
performance period on a number of shares equal to the number of performance
shares earned.
If the executive leaves Firstar for reasons other than retirement,
disability or death prior to the end of the three-year term of the awards, the
award is forfeited. A prorated payment is made in the event of retirement, death
or disability. The value of these awards is affected by both the relative
performance of Firstar vs. its peers over the three-year period as well as the
value of Firstar stock at the end of that period.
Stock Options
Stock options are designed to provide a direct long-term link between
executive compensation and shareholder interests. Options are granted with an
exercise price equal to the market value of the common
15
<PAGE> 18
stock on the date of the grant. If the stock price does not increase, the option
is worthless. The option period is 10 years and one month from the date of
grant.
Under Firstar's 1988 Incentive Stock Plan approved by shareholders, stock
options are granted to executive officers. The Compensation Committee utilizes a
grant value formula to award shares under this program. The grant value, which
represents the number of shares multiplied by the exercise price, is a
percentage of the midpoint of the executive's job grade. For the 16 executives
comprising the senior executive group, the 1995 grant values ranged from 90% of
the participant's salary grade point up to 200% of the salary grade midpoint for
the chief executive officer's job. Based on this formula, the chief executive
officer was granted stock options for 46,300 shares in 1995. While Firstar
employs a formula approach to the granting of stock options, in the event of
poor corporate performance, the Committee could elect not to award options. In
the judgment of the Committee, based upon the absolute and relative performance
of Firstar as discussed in the Base Salary section above, Firstar's performance
warranted granting of options in 1995.
Deductibility of Executive Compensation
As noted in this report, Firstar has developed a comprehensive program
directly linking executive compensation to Firstar's financial performance in
order to retain and attract executives who can lead Firstar to achieve
shareholder goals. To the extent achieving these goals is consistent with
favorable tax treatment under Section 162(m) of the Internal Revenue Code, the
Compensation Committee is committed to making awards under the executive
compensation plans that will qualify for the performance-based tax expense
deduction.
Conclusions
The Compensation Committee believes that the programs described above,
driven by its statement of philosophy, provide a direct link between executive
compensation and Firstar's financial performance and resultant stock price
appreciation.
Compensation Committee Members:
<TABLE>
<S> <C>
Guy A. Osborn, Chairman
Robert C. Buchanan James L. Forbes
Jerry M. Hiegel Sheldon B. Lubar
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Osborn, Forbes, Hiegel, Lubar and McKeithan were the only persons
who served on the Compensation Committee of the Board of Directors of Firstar
during 1995.
16
<PAGE> 19
PERFORMANCE GRAPHS
The following graph shows the cumulative return on a $100 investment in
Firstar common stock over a five year period. Also shown for comparison is the
performance of the KBW 50 Index and the S&P 500 Stock Index. The KBW 50 Index is
a banking industry comprised of 50 companies representing all money center banks
and most major regional banks as maintained by Keefe, Bruyette and Woods, Inc.
COMPARISON OF 5-YEAR CUMULATIVE RETURN
FIRSTAR, S&P 500 STOCK INDEX, & KBW 50 INDEX
(WITH DIVIDEND REINVESTMENT)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) FIRSTAR S&P 500 KBW 50
<S> <C> <C> <C>
1990 100 100 100
1991 177.4 130.48 158.27
1992 238.5 140.41 201.68
1993 238.1 154.56 212.85
1994 217.8 156.6 201.99
1995 334.3 215.45 323.52
</TABLE>
The following graph depicts the return on common equity of Firstar as
compared to the median and top quartile performance of its peer group. The peer
group consists of all domestic bank holding companies ranging in size from
$10-$25 billion as obtained from Thomson BankWatch, Inc., a nationally
recognized banking industry consultant. This peer group measurement of return on
equity is used in the determination of bonus and long-term incentive plan awards
to executive officers as described in the previous section entitled Board
Compensation Committee Report on Executive Compensation.
COMPARISON OF RETURN ON COMMON EQUITY
<TABLE>
<CAPTION>
MEASUREMENT PERIOD PEER TOP
(FISCAL YEAR COVERED) FIRSTAR QUARTILE PEER MEDIAN
<S> <C> <C> <C>
1990 (1) 16.4 14.5 12.7
1991 (1) 15.9 15.3 12.8
1992 (1) 17.4 17.1 14.2
1993 (1) 18.6 18.1 15.8
1994 (1) 17 17.1 15.9
1995 (2) 16.9 16.5 14.9
</TABLE>
(1) Firstar's data is not restated for pooling of interests acquisitions.
(2) Return on equity excludes certain expenses for purposes of executive
compensation calculations which increased the return on equity from 15.11%
to 16.86%.
(3) Peer group data is for $5 to $10 billion companies in 1990 and $10 to $25
billion in 1991 to 1995.
17
<PAGE> 20
ADDITIONAL INFORMATION ON MANAGEMENT
During the past year, all of the directors and officers and one or more of
their associates were customers of and had business transactions with one or
more bank subsidiaries of Firstar. All loans included in such transactions were
made in the ordinary course of business and on substantially the same terms,
including interest rates and collateral, as those prevailing at the same time
for comparable transactions with other persons, and did not involve more than
normal risk of collectability or present other unfavorable features. It is
expected that similar transactions will occur in the future.
Section 16 of the Securities Exchange Act requires Firstar's executive
officers, directors and more than ten percent shareholders and certain trusts
affiliated with such persons ("Insiders") to file with the Securities and
Exchange Commission and Firstar reports of their ownership of Firstar
securities. Based upon written representations and copies of reports furnished
to Firstar by Insiders, all Section 16 reporting requirements applicable to
Insiders during 1995 were satisfied on a timely basis except that C. Paul
Johnson, a director, filed an amended report to include 2,114 shares of Firstar
common stock held for him by an employee benefit plan and William W. Wirtz, a
director, amended a report filed in 1990 to include 2,000 shares of Firstar
common stock acquired by a profit sharing plan of a company controlled by him.
SHAREHOLDER PROPOSALS AND DISCUSSIONS
If any shareholder of Firstar wishes to submit a proposal to be included in
next year's proxy statement and acted upon at the annual meeting of Firstar to
be held in 1997, the proposal must be received by the Secretary of Firstar at
the principal executive offices of Firstar, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, prior to the close of business on November 29, 1996.
Firstar's By-Laws establish advance notice procedures as to (1) business to be
brought before an annual meeting of shareholders other than by or at the
direction of the Board of Directors, (2) the nomination, other than by or at the
direction of the Board of Directors, of candidates for election as directors and
(3) the request to call a special meeting of shareholders. Any shareholder who
wishes to take such action should obtain a copy of these By-Laws and may do so
by written request addressed to the Secretary of Firstar at the principal
executive offices of Firstar.
SELECTION OF AUDITORS
The Board of Directors, upon recommendation of the Audit-Examining
Committee, has selected KPMG Peat Marwick LLP as Firstar's independent auditors
for 1996. The firm has served Firstar as auditors during the previous year.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
shareholders' meeting with the opportunity to make statements if they so desire
and to be available to respond to appropriate questions raised orally at the
meeting.
18
<PAGE> 21
GENERAL
The management does not intend to present to the meeting any other matters
not referred to above and does not presently know of any matters that may be
presented to the meeting by others. However, if other matters come before the
meeting, it is the intention of the persons named in the enclosed form of proxy
to vote the proxy in accordance with their best judgment in the interest of
Firstar. The receipt of any report which may be submitted to the meeting is not
to constitute approval or disapproval of any matters referred to in such report
or reports. Firstar's Form 10-K annual report, including financial statements
for the year ended December 31, 1995, has been provided with this notice of the
1996 annual meeting and proxy statement.
By order of the Board of Directors.
LOGO
William J. Schulz
Senior Vice President and Secretary
March 15, 1996
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING, PLEASE COMPLETE,
DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY CARD FOR WHICH A RETURN ENVELOPE
IS PROVIDED.
19
<PAGE> 22
<TABLE>
<S><C>
PROXY NO. FIRSTAR NO. OF SHARES
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION INDICATED, WILL BE VOTED
FOR NOMINEES FOR DIRECTOR NAMED IN ITEM 1.
Dated:_________________________ , 1996 _______________________________________________________
_______________________________________________________
Stockholder'(s) Sign Here
Please sign exactly as your name appears hereon, giving
your full title if signing as attorney or fiduciary.
If shares are held jointly, each joint owner should sign.
If a corporation, please sign in full corporate name, by
duly authorized officer. If a partnership, please sign
in partnership name by authorized person.
PLEASE RETURN PROMPTLY IN ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE U.S.
===================================================================================================================
FIRSTAR CORPORATION
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Roger L. Fitzsimonds, John A. Becker and William J. Schulz and each of them, proxies
of the undersigned with power of substitution, to vote all stock of the undersigned at the annual meeting of the
shareholders of Firstar Corporation, to be held on April 18, 1996, at 2:00 P.M., and any adjournments thereof, as
indicated below:
- --------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
1. ELECTION OF FOR all nominees listed below WITHHOLD AUTHORITY
DIRECTORS (except as marked to the to vote for all nominees
contrary below) _______ listed below _______
NOMINEES FOR TERM EXPIRING IN 1999: Michael E. Batten, Robert C. Buchanan, James L. Forbes,
C. Paul Johnson, James H. Keyes
(INSTRUCTION: To withhold authority to vote for any individual nominee, cross out that nominee's name)
2. With discretionary power upon any and all other business that may properly come before the meeting and upon
matters incident to the conduct of the meeting.
</TABLE>
