<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A-INFORMATION REQUIRED IN PROXY STATEMENT, OFFICIAL TEXT.
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))
[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, 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)(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 (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:
---------------------------------------------
(4) Date Filed:
---------------------------------------------
<PAGE> 2
FIRSTAR LOGO FIRSTAR CORPORATION
777 EAST WISCONSIN AVENUE
P.O. BOX 532
MILWAUKEE, WISCONSIN 53202
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 17, 1997
To the Holders of Common Stock of
Firstar Corporation:
The annual meeting of the shareholders of Firstar Corporation will be held
in the Miller Room, Miller Pavilion, 910 East Michigan Street, Milwaukee,
Wisconsin, on Thursday, the 17th day of April 1997, at two o'clock p.m. The
purposes of the meeting are:
1. To elect 6 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.
William J. Schulz
William J. Schulz
Senior Vice President
and Secretary
March 13, 1997
<PAGE> 3
FIRSTAR CORPORATION
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 17, 1997
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 14, 1997 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 17, 1997 at two o'clock p.m. in the Miller Room, Miller Pavilion, at
910 East Michigan Street, 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 six 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 28, 1997 (the "Record Date") will be entitled to one vote for each
share of common stock then held. There were 144,497,866 shares of Firstar's
common stock outstanding on the Record Date.
1
<PAGE> 4
The following table sets forth information as of December 31, 1996 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..................... 1,600
Chris M. Bauer(3)..................... 168,166
John A. Becker(3)..................... 448,586
Robert C. Buchanan.................... 1,400
George M. Chester, Jr.(4)............. 31,800
Roger H. Derusha(5)................... 63,200
Roger L. Fitzsimonds(3)............... 682,380
James L. Forbes....................... 2,000
Holmes Foster......................... 5,716
Jerry M. Hiegel(6).................... 21,698
Joe Hladky............................ 11,264
C. Paul Johnson(3)(7)................. 1,728,232 1.1%
James H. Keyes(8)..................... 2,490
Sheldon B. Lubar(9)................... 382,352
Daniel F. McKeithan, Jr.(10).......... 28,800
George W. Mead II..................... 1,600
Guy A. Osborn......................... 8,000
Judith D. Pyle........................ 4,140
Richard W. Schoenke(3)................ 112,940
Clifford V. Smith, Jr. ............... 1167
Jay B. Williams(3).................... 118,710
William W. Wirtz(11).................. 2,846,240 1.9%
Aggregate for all directors and
executive officers as a group(3).... 7,624,617 5.1%
</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, 1996.
(3) Includes shares which have been allocated to the individual as of December
31, 1996 under Firstar's Thrift and Sharing Plan and for which the
individuals have sole voting rights and investment power: Chris M. Bauer -
16,964; John A. Becker - 37,560; Roger L. Fitzsimonds - 18,206; Richard W.
Schoenke - 3,080; Jay B. Williams - 24,820; and all directors and executive
officers as a group - 272,706. Also includes the right to acquire shares
upon exercise of options granted under Firstar stock option plans: Chris M.
Bauer -143,800; John A. Becker - 336,800; Roger L. Fitzsimonds -552,000; C.
Paul Johnson - 81,110; Richard W. Schoenke - 107,000; Jay B. Williams -
90,800 and all directors and executive officers as a group - 1,821,768.
(4) Includes 30,200 shares for which voting and investment powers are shared.
(5) Includes 3,200 shares for which voting and investment powers are shared.
(6) Includes 1,200 shares for which voting and investment powers are shared.
(7) Includes 6,802 shares for which voting and investment powers are shared.
(8) Includes 1,092 shares for which voting and investment powers are shared.
(9) Includes 293,624 shares for which voting and investment powers are shared.
(10) Includes 800 shares for which voting and investment powers are shared.
(11) Includes 2,784,000 shares held by companies in which Mr. Wirtz is a
controlling shareholder and 36,800 shares in a pension trust.
As of December 31, 1996, the following group was the beneficial owner of
more than 5% of Firstar's outstanding common stock:
Firstar, through subsidiaries which conduct various fiduciary
activities, held 17,945,060 shares, or 11.9% of Firstar's common stock in
estates, trusts and other fiduciary accounts. Sole voting power is
possessed with respect to 1,394,002 shares, while sole investment power is
retained for 14,216,556 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 13,247,290 shares, or 8.8% of Firstar's common stock, held by
the Firstar Corporation Thrift and Sharing Plan.
2
<PAGE> 5
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,
six directors will be elected to a three-year term expiring in 2000.
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 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 2000
- --------------------------------------------------------------------------------
JOHN A. BECKER
President and Chief Operating Officer of Firstar.
He is 54 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, Firstar Bank Wisconsin 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 49 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 58 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.
- --------------------------------------------------------------------------------
JOE F. HLADKY
President and Chief Executive Officer of the Gazette Company, Cedar Rapids,
Iowa. An independent media company.
He is 56 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.
3
<PAGE> 6
- --------------------------------------------------------------------------------
JUDITH D. PYLE
Vice Chairman, and a director of The Pyle Group LLC, Madison, Wisconsin.
Investments.
She is 53 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 WPL Holdings and Wisconsin Power & Light Co.
- --------------------------------------------------------------------------------
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 65 years of age and has been a director of Firstar since 1990.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE 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 56 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.
- --------------------------------------------------------------------------------
ROBERT C. BUCHANAN
President, Chief Executive Officer and a director of Fox Valley
Corporation, Appleton, Wisconsin. Manufacturer and marketer of paper products.
He is 56 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 Allen-Edmonds Shoe Corporation, W.H. Brady
Company, Charter Manufacturing Company, 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.,
marketer and manufacturer of flow measurement technology.
He is 64 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, United Wisconsin
Services and Journal Communications, Inc.
- --------------------------------------------------------------------------------
C. PAUL JOHNSON
Former Chairman of the Board and Chief Executive Officer of First Colonial
Bankshares Corporation.
He is 65 years of age and has been a director of Firstar since 1995. He is
also a director of Firstar Bank Illinois.
4
<PAGE> 7
- --------------------------------------------------------------------------------
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 56 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 66 years of age and has been a director of Firstar since 1980. He is
also a director of L.E. Jones Company of Menomonie, Michigan.
- --------------------------------------------------------------------------------
SHELDON B. LUBAR
Chairman of Lubar & Co., Milwaukee, Wisconsin. Investment and management
firm.
He is 67 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,
Energy Ventures, Inc. 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 61 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.
5
<PAGE> 8
- --------------------------------------------------------------------------------
GEORGE W. MEAD II
Chairman of Consolidated Papers, Inc., Wisconsin Rapids, Wisconsin.
Manufacturer and marketer of paper products.
He is 69 years of age and has been a director of Firstar since 1990.
He is also a director of Snap-on Corporation.
- --------------------------------------------------------------------------------
GUY A. OSBORN
Chairman and a director of Universal Foods Corporation, Milwaukee,
Wisconsin. Manufacturer and marketer of food ingredients.
He is 61 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 and a
Trustee of Northwestern Mutual Life Insurance Company.
- --------------------------------------------------------------------------------
WILLIAM W. WIRTZ
President and a director of Wirtz Corporation, Chicago, Illinois.
Diversified operations and investments.
He is 67 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.
- --------------------------------------------------------------------------------
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 28, 1997 and the functions performed by such named
committees are set forth below.
AUDIT-EXAMINING COMMITTEE
<TABLE>
<S> <C>
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
</TABLE>
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 three meetings held during 1996.
6
<PAGE> 9
COMMITTEE ON DIRECTORS
<TABLE>
<S> <C>
Members--Sheldon B. Lubar, Chairman
Michael E. Batten Daniel F. McKeithan, Jr.
Roger L. Fitzsimonds Guy A. Osborn
James H. Keyes
</TABLE>
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 three
meetings held during 1996.
COMPENSATION COMMITTEE
<TABLE>
<S> <C>
Members--Guy A. Osborn, Chairman
Robert C. Buchanan Jerry M. Hiegel
James L. Forbes Sheldon B. Lubar
</TABLE>
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 1996.
The Board of Directors held five meetings during 1996. All directors, with
the exception of Mr. Hiegel and Ms. Pyle, attended 75% or more of the aggregate
of (1) the total number of meetings of the Board of Directors 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. Hiegel and Ms. Pyle attended 67% and
63% of their respective total meetings during 1996.
Following the election at the annual meeting, there will be seventeen
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. Messrs. Foster and
Hiegel will be resigning from the board effective March 31, 1997 in accordance
with this requirement. 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. An
annual retainer fee of $2,500 is paid to the chairman of the Compensation
Committee at the rate of $625 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.
7
<PAGE> 10
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, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------ --------------------------------------
LONG-TERM STOCK
INCENTIVE OPTION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(1) PAYOUT AWARDS COMPENSATION(2)
--------------------------- ---- ------ ----- -------- --------- ------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Roger L. Fitzsimonds
Chairman of the Board............. 1996 $642,600 $163,500 $596,200 172,600 $33,000
Chairman of the Board............. 1995 617,000 349,900 427,400 92,600 55,600
Chairman of the Board............. 1994 595,000 303,900 138,100 76,200 53,500
John A. Becker
President......................... 1996 469,800 111,300 405,700 83,400 24,100
President......................... 1995 452,000 238,000 290,700 56,000 40,600
President......................... 1994 435,000 206,800 88,700 46,200 39,100
Chris M. Bauer
Chairman of Firstar Bank
Milwaukee....................... 1996 302,800 113,700 229,200 28,000 15,500
Chairman of Firstar Bank
Milwaukee....................... 1995 291,000 146,500 164,400 22,200 26,200
Chairman of Firstar Bank
Milwaukee....................... 1994 280,000 115,600 50,000 18,400 21,000
Richard W. Schoenke
Senior Executive Vice President... 1996 268,100 115,600 159,900 28,000 9,200
President, Firstar Bank
Minnesota....................... 1995 210,000 95,400 114,700 16,000 12,600
President, Firstar Bank
Minnesota....................... 1994 200,000 99,200 40,700 13,200 12,000
Jay B. Williams
President of Firstar Bank
Illinois........................ 1996 244,300 87,000 23,800 10,400
President of Firstar Bank
Illinois........................ 1995 235,000 119,300 64,960 19,800 17,600
Executive Vice President of
Firstar Bank Milwaukee.......... 1994 181,000 60,300 80,525 10,400 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.
8
<PAGE> 11
The following table presents information about stock options granted during
1996 to the five named executive officers.
STOCK OPTION GRANTS IN 1996
<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................. 129,800 12.7% $20.00 2/24/06 $614,071
42,800 4.2 22.75 8/18/06 252,978
John A. Becker....................... 83,400 8.2 20.00 2/24/06 394,557
Chris M. Bauer....................... 28,000 2.7 20.00 2/24/06 132,465
Richard W. Schoenke.................. 28,000 2.7 20.00 2/24/06 132,465
Jay B. Williams...................... 23,800 2.3 20.00 2/24/06 112,595
</TABLE>
- ------------
(1) Present value is determined as of the grant date, using the Black-Scholes
Model. This is a theoretical value for the stock options which was
constructed with the following underlying assumptions: a risk free rate of
return of 5.50% for the $20.00 grant; a risk free rate of return of 6.61%
for the $22.75 grant; a volatility factor of 23% for both grants; an
expected dividend yield of 3.4% for both grants; and a 7 year expected
period to time of exercise for both grants. 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 1996. Also shown is information on unexercised stock options as of
December 31, 1996.
STOCK OPTIONS EXERCISED IN 1996 AND YEAR-END VALUES
<TABLE>
<CAPTION>
1996 TOTAL NUMBER OF TOTAL VALUE OF
----------------------- UNEXERCISED UNEXERCISED IN-THE-MONEY
SHARES OPTIONS HELD AT 12/31/96 OPTIONS HELD AT 12/31/96
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Roger L. Fitzsimonds... 0 0 292,266 259,734 $4,314,476 $2,011,221
John A. Becker......... 0 0 200,666 136,134 2,989,539 1,156,771
Chris M. Bauer......... 0 0 94,866 48,934 1,387,963 427,249
Richard W. Schoenke.... 0 0 63,933 43,067 920,396 356,579
Jay B. Williams........ 2,400 $40,650 50,333 40,467 729,113 352,062
</TABLE>
The following table presents information on Long-Term Incentive Awards
granted to the named executives during 1996. 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 1996
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
TARGET PERFORMANCE NON-STOCK PRICE BASED PLANS
NUMBER OF PERIOD -------------------------------
NAME UNITS UNTIL PAYOUT THRESHOLD TARGET MAXIMUM
---- --------- ------------ --------- ------ -------
(NUMBER OF UNITS)
<S> <C> <C> <C> <C> <C>
Roger L. Fitzsimonds........................ 15,874 3 Years 7,938 15,874 23,812
John A. Becker.............................. 10,802 3 Years 5,402 10,802 16,204
Chris M. Bauer.............................. 6,102 3 Years 3,052 6,102 9,154
Richard W. Schoenke......................... 6,102 3 Years 3,052 6,102 9,154
Jay B. Williams............................. 4,770 3 Years 2,386 4,770 7,156
</TABLE>
9
<PAGE> 12
The following table presents estimated annual benefits payable under
Firstar's pension plan based upon years of service.
PENSION PLAN BENEFITS
<TABLE>
<CAPTION>
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35+ YEARS
- ------------ -------- -------- -------- -------- ---------
<C> <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 annual
bonus and long-term incentive 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 -- 32 years, Mr. Becker -- 29 years, Mr. Bauer -- 27
years, Mr. Schoenke -- 6 years and Mr. Williams -- 23 years.
Estimated annual benefits listed in the table are based on the terms of the
Pension Plan in effect as of December 31, 1996 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, Schoenke, 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.
10
<PAGE> 13
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-performance 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 16 which
portrays Firstar's performance as measured by return on equity. The performance
graph at the top of page 16 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 1996 consultant's overall report concluded:
- Overall, Firstar's target cash compensation (salary plus annual
incentive) aligned with the peer medians, but continues to be
positioned conservatively, given the premium performance required for
target incentives.
- In particular, the CEO's target cash compensation was approximately 8%
below median competitive practice.
11
<PAGE> 14
- Firstar's long-term compensation opportunities indicated that they may
be below levels required to appropriately offset the conservative cash
compensation position.
- Firstar's target total compensation (salary plus annual incentive plus
long-term incentive) was below median practices for the CEO.
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 17 executives who comprised
Firstar's senior executive group in the first quarter of 1996, which is when
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 members of the senior executive group 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 1996 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 return on equity, return on assets, net loan charge-offs,
non-performing assets and efficiency ratio. The Committee noted
Firstar's excellent asset quality, record earnings in 1995, the
completion of key acquisitions in the Chicago and Twin Cities markets,
and the anticipated impact of the Firstar Forward project on future
earnings and on achieving an efficiency ratio of 55% or less in 1997.
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 three executives.
In administering the base salary of the chief executive officer in 1996,
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 4.0% in 1996.
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 17 executives comprising the senior executive group in 1996, 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 performance; the Committee believes that (1) performance is
relative, and (2) no incentives should be paid unless relative
12
<PAGE> 15
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 17 executives comprising the senior executive group in 1996, 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 1996, 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. In anticipation of Firstar
Forward's impact on return on equity, the Committee determined that the
following adjustment should be made:
If the Firstar Forward restructuring charge results in ROE performance
below threshold level (and performance gross of the charge is above
threshold), the Annual Incentive Compensation Plan will pay out at
threshold (threshold is equal to 50% of the target corporate opportunity).
This adjustment will not apply to the 17 executives comprising the senior
executive group.
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, implementation of Firstar Forward initiatives, specific project
attainments, and other factors. Performance is measured against target goals to
determine payments.
In 1996, Firstar achieved a return on equity of 15.91%, adjusted for
acquisition related charges and credits as discussed above. Based on the formula
used in the plan, the chief executive officer earned a 1996 bonus of $163,500,
which equaled 52% of target. Payments to the other executives for this factor
also equaled 52% of target.
Three-Year Performance Share Plan
Firstar's senior executive group is eligible to participate in a three-year
performance share plan. Under this plan, for the 17 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 purposes of computing plan performance,
Firstar's return on equity will be 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. In addition, the Committee determined that any one-time
restructuring charges incurred as the result of the Firstar Forward initiative
would be excluded from Firstar's return on equity for 1996.
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
13
<PAGE> 16
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 19,298 and 75,132, 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.
The performance period for the 1994 performance share plan ended on
December 31, 1996. Based on the formula used in the plan, the chief executive
officer earned a three-year bonus at the end of 1996 of $596,200, which equaled
109% of target. Each of the other participants also received a payment equal to
109% of target.
For awards made in 1995 and 1996, 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 the preceding year.
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
members of the senior executive group receiving awards in 1995 are 22,836 and
95,854, respectively, and in 1996 are 15,874 and 72,720, 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 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 17 executives
comprising the senior executive group, the 1996 grant values ranged from 90% of
the participant's salary grade midpoint up to 200% of the salary grade midpoint
for the chief executive officer's job. In addition to this formula, the
Committee approved a discretionary stock option grant to the members of the
senior executive group. With respect to the chief executive officer, a special
option grant of 42,800 shares was awarded in July to better align the targeted
total compensation of the chief executive officer position to the market levels
paid by the peer group. Overall, the chief executive officer was awarded stock
options for 172,600 shares in 1996. While Firstar employs a formula approach to
the granting of stock options, in the event of poor corporate performance, the
Committee could
14
<PAGE> 17
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 1996.
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 Jerry M. Hiegel
James L. Forbes Sheldon B. Lubar
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Osborn, Buchanan, Forbes, Hiegel and Lubar were the only persons
who served on the Compensation Committee of the Board of Directors of Firstar
during 1996.
15
<PAGE> 18
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 FIRSTAR S&P 500 KBW 50
(FISCAL YEAR COVERED)
<S> <C> <C> <C>
1991 100 100 100
1992 134 108 127
1993 134 118 134
1994 123 120 128
1995 187 165 204
1996 253 203 289
</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 FIRSTAR PEER TOP PEER MEDIAN
(FISCAL YEAR COVERED) QUARTILE
<S> <C> <C> <C>
1991(1) 15.9 15.3 12.8
1992(1) 17.4 17.1 14.2
1993(1) 18.6 18 15.8
1994(1) 17 17.1 15.9
1995(2) 16.9 16.6 14.9
1996(3) 15.9 17.2 15.9
</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 to 16.86%.
(3) The long-term incentive plan award calculation was based upon a return on
equity of 18.01% which excludes certain expenses.
16
<PAGE> 19
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.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16 of the Securities Exchange Act requires Firstar's executive
officers, directors and more than ten percent shareholders ("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 1996 were satisfied on a timely
basis.
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 1998, the proposal must be received by the Secretary of Firstar at
the principal executive officers of Firstar, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, prior to the close of business on November 28, 1997.
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 1997. 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.
17
<PAGE> 20
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, 1996, has been provided with this notice of the
1997 annual meeting and proxy statement.
By order of the Board of Directors.
William J. Schulz
William J. Schulz
Senior Vice President and Secretary
March 13, 1997
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.
18
<PAGE> 21
FIRSTAR CORPORATION
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(SEE REVERSE SIDE)
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
<TABLE>
____________________________________________________________________________________________________________________________________
FIRSTAR CORPORATION ANNUAL MEETING
<S><C>
1. ELECTION OF DIRECTORS: 1 - John A. Becker, 2 - George N. Chester, Jr., 3 - Roger L. Fitzsimonds
term expiring in the 4 - Joe F. Hisadky, 5 - Judith A. Pyle, 6 - Clifford V. Smith, Jr. / / FOR / / WITHHOLD
year 2000
(Instructions: To withhold authority to vote for any indicated nominee, write the number(s)
of the nominee(s) in the box provided to the right.) _______________________
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.
Address Change? Date:____________________
Mark Box / /
Indicates below:
________________________________________________________
SIGNATURE(S) IN BOX
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 must 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.
</TABLE>
<PAGE> 22
[MAP TO ANNUAL MEETING]
DIRECTIONS FOR ANNUAL MEETING MAP:
The O'Donnell Parking Structure is located on the NW corner of Michigan Street
and Lincoln Memorial Drive. Please enter from either street. You can also
enter on foot from the Wisconsin Avenue Level. The elevators are located at
the west end of the parking structure. Take the elevators up to the Miller
Room.
_______________________________________________________________________________
FIRSTAR CORPORATION
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned herby appoints Roger L. Fitzsimonds, John A. Becker and William
J. Schulz and each of them, proxies of the undersigned with the 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 17, 1997 at 2:00 P.M.
and any adjournments thereof, as indicated below:
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.
(SEE REVERSE SIDE TO VOTE)
