Registration No. 33-59207
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
FIRSTAR CORPORATION
(Exact name of Registrant as specified in its charter)
Wisconsin 777 East Wisconsin Avenue 39-0711710
(State or other Milwaukee, Wisconsin 53202 (IRS Employer
jurisdiction of (414) 765-4321 Identification
incorporation or (Address, including zip code, and No.)
organization) telephone number, including area
code, of registrant's principal
executive offices)
FIRSTAR CORPORATION THRIFT AND SHARING PLAN
(Full title of the plan)
Howard H. Hopwood III, Senior Vice President & General Counsel
Firstar Corporation
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(414) 765-5977
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Part II
Information Required in The Registration Statement
This Post Effective Amendment No. 1 to Registration Statement No. 33-59207
on Form S-8 is being filed pursuant to Rule 416 to reflect an increase in the
number of previously registered and available shares of Firstar Corporation
Common Stock (and related Preferred Share Purchase Rights) offered under the
Firstar Corporation Thrift and Sharing Plan from 1,757,328 shares to 3,514,656
shares resulting from a two-for-one stock split effective January 27, 1997.
Item 8. Exhibits
(5) In lieu of filing an opinion of counsel or
an Internal Revenue Service ("IRS")
determination letter pursuant to Item
601(b)(5) of Regulation S-K, the Registrant
hereby undertakes to submit or it has
submitted the Firstar Corporation Thrift
and Sharing Plan and any amendments
thereto to the IRS in a timely manner and
has made or will make all changes required
by the IRS in order to qualify the Plan.
(23) Consent of KPMG Peat Marwick LLP.
(24) Powers of Attorney.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee and State of
Wisconsin on this 31st day of March, 1997.
FIRSTAR CORPORATION
By: /s/ ROGER L. FITZSIMONDS
Roger L. Fitzsimonds
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to Registration Statement has been signed below by
the following persons in the capacities and on the 31st day of March, 1997.
Signature Title
/s/ ROGER L. FITZSIMONDS*
Roger L. Fitzsimonds Chairman of the Board,
Chief Executive Officer and Director
(principal executive officer)
/s/ JOHN A. BECKER*
John A. Becker President and Director
/s/ JEFFREY B. WEEDEN*
Jeffrey B. Weeden Senior Vice President-Finance
and Treasurer (principal accounting and
financial officer)
/s/ MICHAEL E. BATTEN*
Michael E. Batten Director
/s/ ROBERT C. BUCHANAN*
Robert C. Buchanan Director
/s/ GEORGE M. CHESTER, JR.*
George M. Chester, Jr. Director
/s/ ROGER H. DERUSHA*
Roger H. Derusha Director
/s/
James L. Forbes Director
/s/ HOLMES FOSTER*
Holmes Foster Director
/s/
Jerry M. Hiegel Director
/s/ JOE HLADKY*
Joe Hladky Director
/s/
C. Paul Johnson Director
/s/ JAMES H. KEYES*
James H. Keyes Director
/s/ SHELDON B. LUBAR*
Sheldon B. Lubar Director
/s/ DANIEL F. MCKEITHAN, JR.*
Daniel F. McKeithan, Jr. Director
/s/ GEORGE W. MEAD, II*
George W. Mead, II Director
/s/ GUY A. OSBORN*
Guy A. Osborn Director
/s/ JUDITH D. PYLE*
Judith D. Pyle Director
/s/ CLIFFORD V. SMITH, JR.*
Clifford V. Smith, Jr. Director
/s/
William W. Wirtz Director
By: /s/ WILLIAM J. SCHULZ*
William J. Schulz, Attorney-in-Fact
_______________
* Pursuant to authority granted by powers of attorney filed with Post
Effective Amendment No. 1.
The Plan
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Post Effective Amendment No. 1 to Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Milwaukee and State of Wisconsin on the 31st day of March, 1997.
FIRSTAR CORPORATION THRIFT
AND SHARING PLAN
By: The Firstar Corporation Thrift
and Sharing Plan Committee
By: /s/ JAMES R. BLACKMAN*
James R. Blackman, Member
By: /s/ PAUL D. BRAUN*
Paul D. Braun, Member
By: /s/ TERESA CARPENTER*
Teresa Carpenter, Member
By: /s/ JACK R. CHMIEL*
Jack R. Chmiel, Member
By: /s/ DENNIS R. FREDRICKSON*
Dennis R. Fredrickson, Member
By: /s/ THERESA JONES*
Theresa Jones, Member
By: /s/ MATTHEW USELMAN*
Matthew Uselman, Member
By: /s/ GEOFFREY J. ZWICK*
Geoffrey J. Zwick, Member
By: /s/ WILLIAM J. SCHULZ *
William J. Schulz, Attorney-in-Fact
_______________
* Pursuant to authority granted by powers of attorney filed with Post
Effective Amendment No. 1 to Registration Statement.
Exhibit Index
Firstar Corporation
Thrift and Sharing Plan
Exhibit No. Exhibit
(5) In lieu of filing an opinion of counsel or an Internal Revenue
Service ("IRS") determination letter pursuant to Item 601(b)(5)
of Regulation S-K, the Registrant hereby undertakes to submit
or it has submitted the Firstar Corporation Thrift and Sharing
Plan and any amendments thereto to the IRS in a timely manner
and has made or will make all changes required by the IRS in
order to qualify the Plan.
(23) Consent of KPMG Peat Marwick LLP.
(24) Powers of Attorney.
Exhibit 23
Consent of KPMG Peat Marwick LLP
The Board of Directors
Firstar Corporation:
We consent to incorporation by reference in the Post Effective Amendment No. 1
to Registration Statement on Form S-8 of Firstar Corporation relating to the
Firstar Corporation Thrift and Sharing Plan of our report dated January 15,
1997, relating to the consolidated balance sheets of Firstar Corporation and
Subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1996, which report appears
in the December 31, 1996 annual report on Form 10-K of Firstar Corporation,
incorporated by reference in the Registration Statement on Form S-8
(No. 33-59207).
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
March 31, 1997
Exhibit 24
Firstar Corporation
Thrift and Sharing Plan Committee
Power of Attorney
With Respect to
Registration Statement on Form S-8
Covering The Thrift and Sharing Plan
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Member
of the Firstar Corporation Thrift and Sharing Plan Committee,
does hereby constitute and appoint Roger L. Fitzsimonds, John A.
Becker, Howard H. Hopwood, William J. Schulz and Jeffrey B.
Weeden, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any
and all acts and things and execute, in his or her name any and
all instruments which said attorney and agent may deem necessary
or advisable to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with any and all
Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to such Registration
Statements relating to the Common Stock (and Related Preferred
Share Purchase Rights of Firstar Corporation) and interests in
the Plan, including specifically but without limitation thereto,
power and authority to sign his or her name to any such
Registration Statement and to such amendments (including
post-effective amendments) to any Registration Statement to be
filed with the Securities and Exchange Commission and to file
the same with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be
done by virtue hereof. Any one of said attorneys and agents
shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the
* day of March, 1997.
March 14, 1997 /s/ James R. Blackman
March 14, 1997 /s/ Paul D. Braun
March 14, 1997 /s/ Teresa Carpenter
March 17, 1997 /s/ Jack R. Chmiel
March 17, 1997 /s/ Dennis R. Fredrickson
March 17, 1997 /s/ Theresa Jones
March 26, 1997 /s/ Matthew Uselman
March 14, 1997 /s/ Geoffrey Zwick
_______________
* Date set forth opposite their name.
Power of Attorney
With Respect to
Registration Statements on Form S-8
Covering Common Stock and
Related Preferred Share Purchase Rights of
Firstar Corporation
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute
and appoint Roger L. Fitzsimonds, John A. Becker, Howard H.
Hopwood, William J. Schulz and Jeffrey B. Weeden, and each of
them, severally, his or her true and lawful attorney and agent
at any time and from time to time to do any and all acts and
things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar
Corporation, or otherwise) any and all instruments which said
attorney and agent may deem necessary or advisable in order to
give effect to a two-for-one split of the Common Stock of
Firstar Corporation approved by the Board of Directors of
Firstar Corporation on January 16, 1997, which action is
effective January 27, 1997, and to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in
respect thereof, in connection with any and all Registration
Statements on Form S-8 and any and all amendments (including
post-effective amendments) to such Registration Statements
relating to the Common Stock and Related Preferred Share
Purchase Rights of Firstar Corporation, including specifically
but without limitation thereto, power and authority to sign his
or her name (whether on behalf of Firstar Corporation, or as an
officer or director of Firstar Corporation or by attesting the
seal of Firstar Corporation, or otherwise) to any such
Registration Statement and to such amendments (including
post-effective amendments) to any Registration Statement to be
filed with the Securities and Exchange Commission or any of the
exhibits, financial statements and schedules, or the
Prospectuses, filed therewith, and to file the same with the
Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
Any one of said attorneys and agents shall have, and may
exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 16th day of January, 1997. /s/
Michael E. Batten
/s/ John A. Becker
/s/ Roger H. Derusha
/s/ Roger L. Fitzsimonds
/s/ James L. Forbes
/s/ Holmes Foster
/s/ Jerry Hiegel
/s/ Joe F. Hladky
/s/ C. Paul Johnson
/s/ James H. Keyes
/s/ Sheldon B. Lubar
/s/ Daniel F. McKeithan, Jr.
/s/ Guy A. Osborn
/s/ Jeffrey B. Weeden