<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 [ ] 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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(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):
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(4) Date filed:
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<PAGE> 2
FIRSTAR CORPORATION
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 13, 1999
Dear Firstar Corporation Shareholders:
The Annual Meeting of Shareholders of Firstar Corporation ("Corporation")
will be held in the Miller Room, Miller Pavilion, 910 East Michigan Avenue,
Milwaukee, Wisconsin, on Tuesday, April 13, 1999, at 11:00 a.m. central time.
The purpose of the meeting is to consider and act on the following:
1. To elect 11 directors for three-year terms ending in the year 2002.
2. To transact any other business that may properly come before the Annual
Meeting, including any adjournment.
Shareholders who are of record at the close of business on February 19,
1999, are entitled to vote at the meeting.
Shareholders are cordially invited to attend the meeting. IF YOU WISH TO
ATTEND THE MEETING BUT YOUR SHARES ARE HELD IN THE NAME OF A BROKER, TRUST, BANK
OR OTHER NOMINEE, PLEASE BRING A PROXY OR LETTER FROM THE BROKER, TRUSTEE, BANK
OR NOMINEE WITH YOU TO CONFIRM YOUR BENEFICIAL OWNERSHIP OF THE SHARES. Please
complete, execute and return the enclosed Proxy in the postage paid envelope
whether or not you plan to attend so that your shares may be represented at the
meeting. If you attend the meeting, you may revoke your Proxy and vote in person
if you choose.
By order of the Board of Directors,
/s/JENNIE P. CARLSON
Jennie P. Carlson
Senior Vice President,
General Counsel and Secretary
Milwaukee, Wisconsin
March 3, 1999
YOUR VOTE IS IMPORTANT. PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY
WHETHER OR NOT YOU INTEND TO ATTEND THE MEETING.
<PAGE> 3
FIRSTAR CORPORATION
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is provided with the solicitation of proxies for the
Board of Directors of Firstar Corporation, (the "Corporation"), for use at the
Annual Meeting of Shareholders to be held on April 13, 1999. A Notice of Annual
Meeting is attached and a form of proxy is enclosed. These proxy materials are
first being mailed to shareholders of the Corporation on or about March 3, 1999.
THE PROXY
The persons named as proxies were selected by the Board of Directors of the
Corporation.
When a proxy in the enclosed form is properly executed and returned, the
shares it represents will be voted at the meeting. Any shareholder who gives a
proxy may revoke or revise that proxy at any time before the meeting by giving
written notice to the Corporation's Secretary, by executing and returning a
later dated proxy or by voting by ballot at the meeting.
The Corporation pays the cost to solicit proxies. In addition to soliciting
proxies by mail, directors, officers and regular employees of the Corporation
may solicit proxies by telephone or in person without additional compensation.
The Corporation may request banks, brokerage houses or other custodians,
nominees or fiduciaries to solicit proxies and will reimburse those entities for
reasonable expenses associated with such solicitation.
OUTSTANDING VOTING SECURITIES AND PRINCIPAL HOLDERS
220,129,955 shares of the Corporation's Common Stock, par value $0.01, (the
"Common Stock") were outstanding on the close of business on February 19, 1999,
(the "Record Date"). Each of those shares is entitled to one vote on each matter
submitted at the meeting. Only shareholders of record at the close of business
on the Record Date are entitled to vote at the meeting.
As of December 31, 1998, the following group was the beneficial owner of
more than five percent (5%) of Firstar's outstanding Common Stock:
Firstar, through subsidiaries which conduct various fiduciary
activities, held 20,027,660 shares or 9.20 percent (9.20%). Shares held in
the Firstar Corporation Thrift and Sharing Plan and the former Star Banc
Corporation 401(k) Plan are included because Firstar has the ability to
amend the Plans. 8,850,616 shares, or 4.06 percent (4.06%) of Firstar's
Common Stock are held in those plans and are included in this total.
Securities and Exchange Commission Rule 13d-3 defines "beneficial
ownership" as voting or investment decision power over shares. Beneficial
ownership does not necessarily mean that the holder enjoys any economic benefit
from those shares.
The following table lists information about the beneficial ownership of the
Corporation's Common Stock by each Director, the Chief Executive Officer and the
next four highest compensated executive officers of the
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Corporation in all capacities to the Corporation and its subsidiaries during the
year ended December 31, 1998 individually, as reported to the Corporation by
those persons as of December 31, 1998.
<TABLE>
<CAPTION>
SHARES SHARES HELD PURSUANT TO
BENEFICIALLY DEFERRED COMPENSATION PERCENTAGE
NAME OWNED(1) PLAN(4) OF OWNERSHIP
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Paul M. Baker................................. 126,150(2) -- .06%
Michael E. Batten............................. 1,216 -- .0%
John A. Becker................................ 557,217(2)(3) -- .25%
James R. Bridgeland, Jr....................... 34,248(2) 59,129 .04%
Laurance L. Browning, Jr...................... 40,600 -- .02%
Robert C. Buchanan............................ 760 -- .0%
Victoria B. Buyniski.......................... 33,111(2) 809 .02%
Samuel M. Cassidy, III........................ 380,035(2) -- .17%
George M. Chester, Jr......................... 23,180 513 .01%
V. Anderson Coombe............................ 184,104 78,803 .12%
John C. Dannemiller........................... 24,900(2) 12,636 .02%
Richard K. Davis.............................. 426,188(2)(3) 7,006 .20%
Roger L. Fitzsimonds.......................... 945,962(2)(3) -- .43%
James L. Forbes............................... 1,520 -- .0%
David B. Garvin............................... 422,154 -- .19%
Jerry A. Grundhofer........................... 1,707,898(2)(3) 150,360 .84%
J. P. Hayden, Jr.............................. 1,017,678(5) -- .46%
Joe F. Hladky................................. 8,560 -- .04%
Roger L. Howe................................. 174,240(2) -- .08%
Thomas J. Klinedinst, Jr...................... 66,616(2)(6) -- .03%
William H. Lacy............................... 456 2,294 .0%
Sheldon B. Lubar.............................. 290,586 -- .13%
Kenneth P. Manning............................ 1,140 -- .0%
Daniel F. McKeithan, Jr....................... 21,888 -- .01%
Charles S. Mechem, Jr......................... 40,755(2) -- .02%
Daniel J. Meyer............................... 25,200(2) 16,315 .02%
David M. Moffett.............................. 457,038(2)(3) 15,436 .21%
David B. O'Maley.............................. 284,720(2)(7) 1,206 .13%
Robert J. O'Toole............................. 304 -- .0%
O'dell M. Owens, M.D.......................... 20,000(2) 12,815 .01%
Thomas E. Petry............................... 26,400(2) 52,671 .04%
Judith D. Pyle................................ 3,146 -- .0%
John J. Stollenwerk........................... 14,845 1,396 .01%
Oliver W. Waddell............................. 369,000(2) -- .17%
William W. Wirtz.............................. 2,178,342 -- .99%
--------- ------- -----
Total............................... 9,910,157 411,389 4.72%
</TABLE>
- ---------------
(1) Listed shares may include shares held in the name of a person's spouse,
minor children, other relatives and trusts and estates as to which
beneficial ownership is disclaimed.
(2) Includes shares which may be purchased upon exercise of presently
exercisable options or options exercisable in 60 days in the following
amounts: Mr. Baker, 6,000 shares; Mr. Becker, 299,896 shares; Mr.
Bridgeland, 24,000 shares; Mr. Browning, 15,000 shares; Ms. Buyniski, 24,000
shares; Mr. Cassidy, 24,000 shares; Mr. Coombe, 15,000 shares; Mr.
Dannemiller, 24,000 shares; Mr. Davis, 303,432 shares; Mr. Fitzsimonds,
510,644 shares; Mr. Grundhofer, 1,268,217 shares; Mr. Hayden, 15,000 shares;
Mr. Howe, 24,000 shares; Mr. Klinedinst, 24,000 shares; Mr. Mechem, 24,000
shares; Mr. Meyer, 24,000 shares; Mr. Moffett, 337,500 shares; Mr. O'Maley,
24,000; Mr. Owens, 19,500 shares, Mr. Petry, 24,000 shares; and Mr. Waddell,
15,000 shares.
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(3) Includes the following shares which are held for the individual's account in
the Corporation's Thrift Savings 401(k) Plan: Mr. Becker, 29,095 shares; Mr.
Davis, 1,336 shares; Mr. Fitzsimonds, 14,292 shares; Mr. Grundhofer, 4,713
shares; and Mr. Moffett, 2,950 shares.
(4) Listed shares are those held pursuant to the Firstar Corporation Deferred
Compensation Plan (the "Deferred Compensation Plan"); under the terms of the
trust in which they are held such shares are subject to creditors of the
Corporation and may not be voted until released to the individual
participants.
(5) Includes shares which are owned by companies for which Mr. Hayden serves as
Chairman and Director in the following amounts: The Midland Company, 41,493
shares; American Family Home Insurance Company, 452,400 shares; American
Modern Home Insurance Company, 192,000 shares; American Western Home
Insurance Company, 108,600 shares; and American Modern Life Insurance
Company of Ohio, 25,200 shares.
(6) Includes 4,682 shares which are owned by Thomas E. Wood, Inc., for which Mr.
Klinedinst serves as Chairman and Chief Executive Officer.
(7) Includes 240,000 shares which are owned by Ohio National Life Insurance
Company, for which Mr. O'Maley serves as Chairman, President and Chief
Executive Officer.
ELECTION OF DIRECTORS
The Corporation's Articles of Incorporation provide that the number of
directors constituting the Board of Directors shall be not less than nine nor
more than thirty-five as determined in accordance with the Bylaws from time to
time. The Board of Directors is divided into three classes: Class I (terms
expire in 1999), Class II (terms expire in 2000) and Class III (terms expire in
2001). The Articles of Incorporation provide that nominees for each Class of the
Board of Directors are to be elected to serve for a term of three years. The
Board of Directors currently consists of thirty-two members, with Class I
containing eleven directors, Class II containing eleven directors and Class III
containing ten directors.
At the 1999 Annual Meeting, eleven directors in Class I are to be elected
to hold office until the Annual Meeting in the year 2002 and until their
successors are duly elected and qualified. All of the nominees are current
Directors. The persons named in the Proxy intend to vote for the election of
these nominees. If any nominee becomes unable to serve, which is not
anticipated, the proxies will be voted for any substitute nominee that
Management recommends.
The following information concerns the nominees and continuing Directors:
CLASS I DIRECTORS
(TERMS EXPIRE IN 1999)
PAUL M. BAKER: born 1946, Director since 1998. Prior to its acquisition by
Star Banc Corporation, Mr. Baker served as Vice Chairman and Chief Executive
Officer of Great Financial Corporation, in Louisville, Kentucky. He served Great
Financial in various positions since 1982. Mr. Baker presently maintains a law
office at the firm of Lynch, Cox, Gilman & Mahan, Louisville, Kentucky.
MICHAEL E. BATTEN: born 1940, Director since 1984. Mr. Batten is Chairman
and Chief Executive Officer of Twin Disc, Incorporated, Racine, Wisconsin, a
manufacturer of power transmission equipment.
LAURANCE L. BROWNING, JR.: born 1929, Director since 1970. Mr. Browning was
formerly Vice Chairman of Emerson Electric Co., a manufacturer of electrical
equipment and controls. Prior to his retirement, he served Emerson Electric Co.
in an executive capacity and is a Director of Emerson Electric Co.
ROGER L. FITZSIMONDS: born 1938, Director since 1988. Mr. Fitzsimonds is
Chairman of the Board of Firstar Corporation. Prior to its acquisition by Star
Banc Corporation, he served as Chief Executive Officer of Firstar Corporation.
He is also a Director of Firstar Bank Milwaukee, N.A. and Firstar Corporation.
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JAMES L. FORBES: born 1932, Director since 1993. Mr. Forbes is President,
Chief Executive Officer and a Director of Badger Meter, Inc., Milwaukee,
Wisconsin, a marketer and manufacturer of flow measurement products. He is a
Director of Universal Foods Corporation, United Wisconsin Services, Journal
Communications, Inc., and Blue Cross and Blue Shield United of Wisconsin.
J. P. HAYDEN, JR.: born 1929, Director since 1973. Mr. Hayden is Chairman
of the Executive Committee of the Board and a Director of The Midland Company.
ROGER L. HOWE: born 1935, Director since 1985. Mr. Howe, prior to his
retirement in 1997, was Chairman and Chief Executive Officer of the Board of U.
S. Precision Lens, Inc. Mr. Howe is a Director of Cintas Corporation, Baldwin
Piano and Organ Company, and Convergys Corporation.
SHELDON B. LUBAR: born 1929, Director since 1986. Mr. Lubar is Chairman of
Lubar & Co., Milwaukee, Wisconsin, an investment and management firm. He is also
a Director of Massachusetts Mutual Life Insurance Company, MGIC Investment
Corporation, Ameritech Corporation, Jefferies Group, Inc., Weatherford
International Inc., and various private industrial companies.
DAVID B. O'MALEY: born 1946, Director since 1995. Mr. O'Maley is Chairman,
President and Chief Executive Officer of Ohio National Life Insurance Company
and serves several affiliated affiliates and subsidiaries similarly. He is also
a Director of the Midland Company.
O'DELL M. OWENS, M.D.: born 1947, Director since 1991. Dr. Owens is
Director of Reproductive Endocrinology and Infertility for Franciscan Health
System of the Ohio Valley.
WILLIAM W. WIRTZ: born 1929, Director since 1980. Mr. Wirtz is President
and a Director of Wirtz Corporation, Chicago, Illinois, which conducts
diversified operations and investments. He is 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.
CLASS II DIRECTORS
(TERMS EXPIRE IN 2000)
JAMES R. BRIDGELAND, JR.: born 1929, Director since 1975. Mr. Bridgeland is
a partner in the Cincinnati law firm of Taft, Stettinius & Hollister.
SAMUEL M. CASSIDY, III: born 1932, Director since 1991. Mr. Cassidy served
as an Executive Vice President of the Corporation from 1985 to his retirement in
1994. He was President of Star Bank, N.A., the Corporation's primary subsidiary,
from 1984 and its Chief Executive Officer from 1988 to his 1994 retirement.
GEORGE M. CHESTER, JR.: born 1947, Director since 1989. Mr. Chester is a
Partner in Covington & Burling, a Washington, D.C., law firm.
V. ANDERSON COOMBE: born 1926, Director since 1963. Mr. Coombe is Chairman
of the Board, Treasurer and a Director of Wm. Powell Co.
JERRY A. GRUNDHOFER: born 1944, Director since 1993. Mr. Grundhofer is
President, Chief Executive Officer and a Director of the Corporation, Star Bank,
N.A. and Firstar Bank Milwaukee, N.A. Mr. Grundhofer is a Director of Arete
Associates, the Hennegan Company, the Midland Company, Visa U.S.A., Inc. and
Visa International.
JOE F. HLADKY: born 1940, Director since 1991. Mr. Hladky is President and
Chief Executive Officer of the Gazette Company, Cedar Rapids, Iowa, an
independent media company. He is also a Director of Firstar Bank Iowa, N.A.
THOMAS J. KLINEDINST, JR.: born 1942, Director since 1993. Mr. Klinedinst
is Chairman and Chief Executive Officer of Thomas E. Wood, Inc. Mr. Klinedinst
is Chairman and Director of Franciscan
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Health System of Ohio Valley; Vice Chairman and Director of the Better Business
Bureau of Cincinnati; and President and Director of Ohio Cap Insurance Co., LTD.
ROBERT J. O'TOOLE: born 1941, Director since 1997. Mr. O'Toole is Chairman
and Chief Executive Officer of A.O. Smith Corporation, Milwaukee, Wisconsin, a
diversified manufacturing company. He is also a Director of Firstar Bank
Milwaukee, N.A.
JUDITH D. PYLE: born 1943, Director since 1989. Ms. Pyle is Vice Chairman
and Director of The Pyle Group & Georgette Klinger, Inc., Madison, Wisconsin.
She is also a Director of WPL Holdings.
JOHN J. STOLLENWERK: born 1940, Director since 1998. Mr. Stollenwerk is
President and Chief Executive Officer of Allen-Edmonds Shoe Corporation, Port
Washington, Wisconsin, a manufacturer of men's shoes. He is also a Director of
Firstar Bank Milwaukee, N.A.
OLIVER W. WADDELL: born 1930, Director since 1982. Mr. Waddell, prior to
his retirement in December 31, 1993, was Chairman of the Board of Star Banc
Corporation and Vice Chairman of Star Bank, N.A. Mr. Waddell is a Director of
CINergy, Ohio National Life Insurance Company, and Chiquita Brands
International, Inc.
CLASS III DIRECTORS
(NOMINEES FOR TERMS TO EXPIRE IN 2001)
ROBERT C. BUCHANAN: born 1940, Director since 1994. Mr. Buchanan is
President, Chief Executive Officer and a Director of Fox Valley Corporation,
Appleton, Wisconsin, a manufacturer and marketer of paper products. He is also a
Director of the Brady Corporation, Charter Manufacturing Company, Allen-Edmonds
Shoe Corporation and a Trustee of Northwestern Mutual Life Insurance Company and
Lawrence University.
VICTORIA B. BUYNISKI: born 1951, Director since 1991. Ms. Buyniski is
Founder, President and Chief Executive Officer of United Medical Resources, Inc.
and has served that company in an executive capacity since 1983. Ms. Buyniski is
a Director of The Health Alliance and Ohio National Financial Services.
JOHN C. DANNEMILLER: born 1938, Director since 1990. Mr. Dannemiller is
Chairman and Chief Executive Officer of Applied Industrial Technologies. Mr.
Dannemiller is a Director of Lamson & Sessions Co.
DAVID B. GARVIN: born 1943, Director since 1998. Mr. Garvin served as
Chairman and Chief Executive Officer of Camping World Inc. from 1968 until 1989
and Chairman until 1998. He is a Director of the Affinity Group, Inc., Gish,
Sherwood, Inc., and is the owner and operator of Ironwood Farms.
WILLIAM H. LACY: born 1945, Director since 1998. Mr. Lacy is Chairman of
Mortgage Guaranty Insurance Corporation and Chairman and Chief Executive Officer
of MGIC Investment Corporation, Milwaukee, Wisconsin, providers of private
mortgage guaranty insurance and other mortgage related services. He is a
Director of the Milwaukee Redevelopment Corp. and Johnson Controls, Inc.
KENNETH P. MANNING: born 1942, Director since 1997. Mr. Manning is Chairman
of the Board and Chief Executive Officer of Universal Foods Corporation,
Milwaukee, Wisconsin, a manufacturer and marketer of high-tech value-added food
products. He is also a Director of Badger Meter, Inc.
DANIEL F. McKEITHAN, JR.: born 1935, Director since 1977. Mr. McKeithan is
President and Chief Executive Officer of Tamarack Petroleum Company, Inc., which
is an operator of oil and gas wells. He is also President and Chief Executive
Officer of Active Investor Management, Inc., which is a manager of oil and gas
wells. He is a Director of Marcus Corporation, WICOR, Inc., Wisconsin Gas
Company, and a Trustee of Northwestern Mutual Life Insurance Company.
CHARLES S. MECHEM, JR.: born 1930, Director since 1968. Mr. Mechem is
Chairman of Convergys Corporation. He was Commissioner of the LPGA from 1991
through 1995. Mr. Mechem was also Chairman of the Board of U.S. Shoe Corporation
from April, 1993 to May, 1995. Mr. Mechem is the retired
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Chairman and Chief Executive Officer of the former Taft Broadcasting Company. He
is a Director of Convergys Corporation, Mead Corporation, Ohio National Life
Insurance Company and J.M. Smucker Company.
DANIEL J. MEYER: born 1936, Director since 1988. Mr. Meyer is Chairman,
President, Chief Executive Officer and a Director of Milacron Inc. and has
served that company in an executive capacity for more than five years. Mr. Meyer
is a Director of E. W. Scripps Co. and Hubbell, Incorporated.
THOMAS E. PETRY: born 1939, Director since 1987. Mr. Petry is the retired
Chairman and Chief Executive Officer of Eagle-Picher Industries, Inc. Mr. Petry
is a Director of Eagle-Picher Industries, CINergy, Wm. Powell Co., and Union
Central Life Insurance Company.
Dates listed for the nominees and continuing directors include service as
directors of the prior Firstar Corporation or Star Banc Corporation before the
merger of the two in November, 1998.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of Firstar Corporation is composed entirely of
independent outside directors and is responsible for setting corporate
compensation policy. The goal of the Corporation's compensation program is to
attract, motivate, reward and retain the management talent required to achieve
corporate objectives and increase shareholder value.
Base salaries for Messrs. Grundhofer, Fitzsimonds and Becker were
established in accordance with employment agreements entered into between the
Corporation and each individual and approved by the Board of Directors. Base
salaries of the other Named Executives were determined by the Compensation
Committee using senior management's recommendations. Salaries were decided based
on individual performance and industry standards as determined through external
compensation studies and information from regional bank holding companies.
The Compensation Committee administers the Executive Bonus Plan, the
purpose of which is to reward the achievement of corporate financial objectives
established in advance by the Compensation Committee. The performance measures
for determining plan awards include fully diluted earnings per share (EPS),
return on average equity (ROE), return on average assets (ROA), credit quality,
and individual performance against established objectives. The plan provides
awards, however, only if the Corporation's EPS and ROE reach specified
thresholds established by the Compensation Committee and approved by the Board
of Directors at the beginning of each plan year. The opportunity for a bonus
award for the Named Executives in 1998 ranged from 20% to 125% of base salary
depending on the individual's position, and the amount by which actual EPS and
ROE exceeded the thresholds set.
The Compensation Committee also administers the Corporation's Stock
Incentive Plan, the purpose of which is to encourage long-term growth in the
Corporation's shareholder value. Stock options and restricted stock are granted
pursuant to the plan based on factors including corporate performance,
individual responsibilities and performance, grant guidelines based on the
Black-Scholes valuation and information from regional bank holding companies and
other competitive indices. 1998 options are subject to a vesting schedule with
full vesting four years from the date of grant.
Mr. Grundhofer's compensation was determined by the Compensation Committee
and approved by the Board. His year-end 1998 base salary of $800,000 was
established under the terms of his employment agreement with the Corporation,
and is consistent with industry standards as determined from the Hewitt
Associates Compensation Survey. His bonus was based on the same criteria as that
described previously for the other Executive Officers. He was granted options
for 180,000 shares on November 20, 1998 exercisable pursuant to a 4-year vesting
schedule at a grant price of $71.375. In addition, Mr. Grundhofer was granted a
special long term retention award of a grant of options for 200,000 shares
exercisable pursuant to a 5-year cliff vesting schedule at a grant price of
$71.375.
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COMPENSATION COMMITTEE OF
FIRSTAR CORPORATION BOARD OF DIRECTORS
<TABLE>
<S> <C> <C>
Laurance L. Browning, Jr., Chair Roger L. Howe David B. O'Maley
Robert C. Buchanan William H. Lacy Robert J. O'Toole
James L. Forbes Kenneth P. Manning Thomas E. Petry
J.P. Hayden, Jr. Charles S. Mechem, Jr.
</TABLE>
The following tables list information on compensation received for services
by the Chief Executive Officer and the next four highest compensated executive
officers of the Corporation in all capacities to the Corporation and its
subsidiaries during the year ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------ ------------------------------------ ALL OTHER
NAME AND SALARY BONUS OTHER STOCK OPTIONS LONG TERM COMPENSATION
PRINCIPAL POSITION YEAR ($) (1) ($) (2) ($) AWARDS($) (#) INCENTIVES($) ($)
- ------------------ ---- ------- --------- -------- --------- ------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
JERRY A. GRUNDHOFER... 1998 800,000 1,000,000 380,000 12,900(3)
President, Chief 1997 750,000 937,500 180,000 12,262
Executive Officer and 1996 700,000 875,000 180,000 12,130
Director of the
Corporation
ROGER L.
FITZSIMONDS......... 1998 701,800 360,300 7,137,500(4) 245,828 1,443,858(5) 38,531(6)
Chairman of the Board 1997 668,100 346,600 63,536 1,124,400 45,696
of the Corporation 1996 642,600 163,500 131,176 596,200 33,000
JOHN A. BECKER........ 1998 507,900 249,800 3,568,750(7) 124,776 984,243(5) 27,885(8)
Vice Chairman 1997 486,300 235,900 34,352 765,100 33,390
of the Corporation 1996 469,800 111,300 63,384 405,700 24,100
RICHARD K. DAVIS...... 1998 325,000 331,500 90,000 10,891(9)
Vice Chairman 1997 300,000 306,000 75,000 10,085
of the Corporation 1996 275,000 280,500 75,000 9,285
DAVID M. MOFFETT...... 1998 325,000 331,500 90,000 10,892(10)
Vice Chairman 1997 300,000 306,000 75,000 10,087
and Chief Financial 1996 275,000 280,500 75,000 9,286
Officer of the
Corporation
</TABLE>
- ---------------
(1) Includes amounts deferred at the direction of the executive officer
pursuant to the Star Banc Corporation Thrift Savings 401(k) Plan or the
Firstar Thrift and Sharing Plan, and, if applicable, the Star Banc
Corporation Deferred Compensation Plan.
(2) Reflects bonus earned during the fiscal year. In some instances all or a
portion of the bonus was paid during the next fiscal year.
(3) Includes $10,000 Corporate contribution to the Star Banc Corporation Thrift
Savings 401(k) Plan and $2,900 split dollar life insurance premium. Split
dollar insurance premiums are based on the cost of equivalent group term
insurance.
(4) Represents 100,000 restricted shares granted under Mr. Fitzsimonds'
employment agreement with the Corporation, at a grant price of $71.375. The
value of these shares on December 31, 1998, based on the closing price of
$93.00 on that date, was $9,300,000. Dividends are payable on these shares.
(5) Represents final payment from the Firstar Performance Unit Plan which was
terminated on November 20, 1998.
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(6) Includes $6,100 Corporate contribution to the Firstar Thrift and Sharing
Plan and cash payment of $32,431 made to the executive officer to offset
Internal Revenue Code limitations.
(7) Represents 50,000 restricted shares granted under Mr. Becker's employment
agreement with the Corporation, at a grant price of $71.375. The value of
these shares on December 31, 1998, based on the closing price of $93.00 on
that date, was $4,650,000. Dividends are payable on these shares.
(8) Includes $6,100 Corporate contribution to the Firstar Thrift and Sharing
Plan and cash payment of $21,785 made to the executive officer to offset
Internal Revenue Code limitations.
(9) Includes $9,750 Corporate contribution to the Star Banc Corporation Thrift
Savings 401(k) Plan and $1,141 split dollar life insurance premium. Split
dollar insurance premiums are based on the cost of equivalent group term
insurance.
(10) Includes $9,750 Corporate contribution to the Star Banc Corporation Thrift
Savings 401(k) Plan and $1,142 split dollar life insurance premium. Split
dollar insurance premiums are based on the cost of equivalent group term
insurance.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL OPTIONS
INDIVIDUAL GRANTS OPTIONS GRANTED TO EMPLOYEES EXERCISE OR EXPIRATION GRANT DATE
NAME GRANTED(#) IN FISCAL YEAR BASE PRICE($) DATE PRESENT VALUE($)
- ----------------- ---------- -------------------- ------------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Jerry A. Grundhofer...... 380,000 5.04 $71.375 11/19/08 $10,840,640
Roger L. Fitzsimonds..... 45,828 3.26 $50.990 02/15/08 $ 621,199
200,000 $71.375 11/19/08 $ 5,705,600
John A. Becker........... 24,776 1.66 $50.990 02/15/08 $ 335,839
100,000 $71.375 11/19/08 $ 2,852,800
Richard K. Davis......... 90,000 1.19 $71.375 11/19/08 $ 2,567,520
David M. Moffett......... 90,000 1.19 $71.375 11/19/08 $ 2,567,520
</TABLE>
- ---------------
(1) Grant date option values calculated through use of the "Black Scholes"
pricing model. Values are calculated assuming risk free rates of return of
5.3% as of February 15, 1998 and 4.6% as of November 19, 1998, dividend
growth rate of 20.7% annually, volatility rates of 24.0% as of February 15,
1998 and 43.6% as of November 19, 1998, quarterly reinvestment of dividends,
and an average term of five years. No adjustments have been made for
nontransferability or risk of forfeiture.
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
AND YEAR END OPTION VALUE
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN THE MONEY OPTIONS
SHARES ACQUIRED VALUE REALIZED OPTIONS 12/31/98(#) 12/31/98($)
NAME ON EXERCISE(#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- --------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Jerry A. Grundhofer.... 145,000 10,183,514 1,268,217/380,000 88,854,070/8,217,500
Roger L. Fitzsimonds... -- -- 510,644/200,000 34,780,292/4,325,000
John A. Becker......... -- -- 299,896/100,000 20,784,539/2,162,500
Richard K. Davis....... 116,568 5,167,501 303,432/90,000 26,750,329/1,946,250
David M. Moffett....... 13,316 2,938,399 337,500/90,000 22,179,871/1,946,250
</TABLE>
9
<PAGE> 11
Stock Performance Chart. The following chart compares the yearly percentage
change in the cumulative total shareholder return on the Corporation's common
stock during the five years ended December 31, 1998 with the cumulative total
return on the Keefe, Bruyette & Woods, Inc. 50 Bank Stock Index and the Standard
& Poor's Stock Index. The comparison assumes $100 was invested on January 1,
1994 in the Corporation's Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends.
[Performance Graph]
<TABLE>
<CAPTION>
Firstar KBW 50
Corporation Index S&P 500
<S> <C> <C> <C>
1994 107.83 94.90 101.30
1995 182.23 151.99 139.41
1996 288.46 215.01 171.14
1997 549.74 314.32 228.23
1998 903.88 340.35 293.46
</TABLE>
Defined Benefit Pension Plan. Compensation in the form of payments from the
Corporation's non-contributory, defined benefit pension plan is not included in
the compensation tables above. Substantially all employees are eligible to
receive benefits from this pension plan, which are based upon average base
salary during the five consecutive calendar years in which compensation was the
highest and upon the employee's years of service, with a normal retirement age
of 65 and one year of plan participation. The 1999 total of annual payments as a
life annuity with 120 guaranteed payments (exclusive of Social Security) from
the pension plan may be individually estimated using the following information.
10
<PAGE> 12
YEARS OF SERVICE
<TABLE>
<CAPTION>
CURRENT
ANNUAL
EARNINGS 10 15 20 25 30 35
- --------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
125,000.. 15,547 23,321 31,095 38,868 46,642 54,416
150,000.. 18,957 28,435 37,913 47,392 56,870 66,348
175,000.. 22,366 33,549 44,732 55,916 67,099 78,282
200,000.. 25,776 38,664 51,551 64,439 77,327 90,215
225,000.. 29,185 43,778 58,370 72,963 87,556 102,148
250,000.. 32,595 48,892 65,189 81,486 97,784 114,081
300,000.. 39,414 59,120 78,827 98,534 118,241 137,947
400,000.. 53,051 79,577 106,103 132,628 159,154 185,679
500,000.. 66,689 100,034 133,378 166,723 200,067 233,412
600,000.. 80,327 120,491 160,654 200,818 240,981 281,145
700,000.. 93,965 140,947 187,930 234,912 281,895 328,877
800,000.. 107,603 161,404 215,206 269,007 322,808 376,610
900,000.. 121,241 181,861 242,481 303,102 363,722 424,342
1,000,000.. 134,879 202,318 269,757 337,196 404,636 472,075
1,100,000.. 148,516 222,775 297,033 371,291 445,549 519,807
1,200,000.. 162,154 243,231 324,308 405,386 486,463 567,540
1,300,000.. 175,792 263,688 351,584 439,480 527,376 615,272
1,400,000.. 189,430 284,145 378,860 473,575 568,290 663,005
1,500,000.. 203,068 304,602 406,136 507,669 609,203 710,737
</TABLE>
The benefits in the shaded area do not reflect the $160,000 compensation
limit or the $120,454 annual benefit limit which apply under Federal law. The
actual benefits payable from the qualified pension plan will take into account
these limits, and will be adjusted accordingly as the limits are adjusted each
year. Also, these benefits were estimated using a five year average of
compensation determined from the "Current Annual Earnings" shown above.
For purposes of computing benefits under this plan, on December 31, 1998,
Mr. Grundhofer had 6 years of credited service; Mr. Fitzsimonds, had 34 years;
Mr. Becker, had 31 years; Mr. Davis, 5 years; and Mr. Moffett, 5 years.
Non-Qualified Retirement Plan. Compensation in the form of payments from
the Corporation's non-contributory, non-qualified retirement plan to the extent
that it replaces income lost due to legislated limits on benefits and
compensation is included in the above table. The plan provides vested
supplemental retirements to certain officers of the Corporation so that
participants receive a combined pension benefit under the qualified and
non-qualified plans at one of two levels. Participants approved for the first
level receive benefits equal to those which would have been payable in the
absence of legislated limits on compensation and benefits, and include Messrs.
Fitzsimonds and Becker. Participants eligible for the level of augmented
combined benefits under the qualified, non-qualified and certain other prior
employer plans based on a percentage of final average compensation (base plus
bonus) include Messrs. Grundhofer, Davis, Moffett and certain other executive
officers. Eligibility for such augmented benefits is determined by the
Compensation Committee of the Board of Directors based on individual
performances and level of responsibility. The 1998
11
<PAGE> 13
total of annual payments as a life annuity with 120 guaranteed payments at the
augmented level (less benefits replaced due to the application of legislated
limits) may be individually estimated using the following table.
YEARS OF SERVICE
<TABLE>
<CAPTION>
CURRENT
ANNUAL
EARNINGS 10 15 20 25 30 35
-------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
125,000....................... 52,642 44,868 37,094 29,321 21,547 13,773
150,000....................... 62,870 53,392 43,914 34,435 24,957 15,479
175,000....................... 73,099 61,916 50,733 39,549 28,366 17,183
200,000....................... 83,327 70,439 57,552 44,664 31,776 18,888
225,000....................... 93,556 78,963 64,371 49,778 35,185 20,593
250,000....................... 103,783 87,486 71,189 54,892 38,594 22,297
300,000....................... 124,240 104,534 84,827 65,120 45,413 25,707
400,000....................... 165,154 138,628 112,102 85,577 59,051 32,526
500,000....................... 206,067 172,722 139,378 106,033 72,689 39,344
600,000....................... 246,981 206,817 166,654 126,490 86,327 46,163
700,000....................... 287,895 240,913 193,930 146,948 99,965 52,983
800,000....................... 328,808 275,007 221,205 167,404 113,603 59,801
900,000....................... 369,722 309,102 248,482 187,861 127,241 66,621
1,000,000...................... 410,635 343,196 275,757 208,318 140,878 73,439
1,100,000...................... 451,549 377,290 303,032 228,774 154,516 80,258
1,200,000...................... 492,463 411,386 330,309 249,231 168,154 87,077
1,300,000...................... 533,376 445,480 357,584 269,688 181,792 93,896
1,400,000...................... 574,290 479,575 384,860 290,145 195,430 100,715
1,500,000...................... 615,203 513,669 412,135 310,602 209,068 107,534
</TABLE>
Employment Agreements. The Corporation has entered into employment
agreements with severance benefits with Messrs. Becker, Davis, Fitzsimonds,
Grundhofer, and Moffett. The agreements are designed to enhance the
Corporation's ability to attract and retain high caliber senior management at a
time when mergers and acquisitions are common in the financial services
industry. In general, the agreements provide for the payment of a lump sum
benefit to the officer, including a gross-up for federal excise tax purposes if
necessary pursuant to Section 280G of the Internal Revenue Code, plus the
continuation of certain medical and insurance benefits, in the event that the
officer's employment is terminated involuntarily by the Corporation, or
voluntarily by the officer for good reason, following a Change in Control of the
Corporation during the officer's protected period. Change in Control is defined
in the document and includes certain mergers, sales of assets or tender offers.
Among other things, Mr. Grundhofer's agreement provides for severance
benefits of three times salary and bonus in the event of a qualified termination
during his Employment Period (either before or following a Change in Control).
In addition, Mr. Grundhofer's agreement provides for the granting of past
employer service credit for vesting purposes under the Non-Qualified Retirement
Plan upon three years of service. Mr. Grundhofer's rights in the Non-Qualified
Retirement Plan are fully vested. Messrs. Davis and Moffett have agreements
which provide for lump sum benefits of three times salary and bonus in the event
of a qualified termination following a Change in Control during the officer's
protected period, and their rights in the Non-Qualified Retirement Plan are
fully vested.
Mr. Fitzsimonds' agreement provides for continued service as Chairman of
the Board of the Combined Company until he attains 62 years; a one time payment
pursuant to his Firstar Agreement when he retires; a specified annual base
salary and bonus; 100,000 shares of restricted stock and an option to purchase
200,000 stock options of the Combined Company pursuant to Star Banc
Corporation's 1996 Stock Incentive Plan; unreduced annual retirement benefits
under Firstar's qualified and non-qualified retirement plans; participation in
other employee benefit and welfare plans, fringe benefits and perquisites; and a
gross-up payment in the
12
<PAGE> 14
event that any payment or distribution by the Combined Company to or for the
benefit of Mr. Fitzsimonds' would be subject to the excise tax under Section
4999 of the Code, so that the net after-tax benefit to Mr. Fitzsimonds is equal
to the pre-tax benefit of all such payments and distributions.
Mr. Becker's agreement provides that he will serve as Chief Operating
Officer and Vice Chairman of the Combined Company for a two-year term; a one
time payment pursuant to his Firstar Agreement when he retires; a specified
annual base salary and bonus; 50,000 shares of restricted stock and an option to
purchase 100,000 shares of the Combined Company pursuant to Star Banc
Corporation's 1996 Stock Incentive Plan; unreduced annual retirement benefits
under Firstar's qualified and non-qualified retirement plans; participation in
other employee benefit and welfare plans, fringe benefits and perquisites; and a
gross-up payment in the event that any payment or distribution by the Combined
Company to or for the benefit of Mr. Becker would be subject to the excise tax
under Section 4999 of the Code, so that the net after-tax benefit to Mr. Becker
is equal to the pre-tax benefit of all such payments and distributions.
Retention Agreements. The Corporation has entered into retention agreements
with Messrs. Davis and Moffett. The agreements are designed to allow the
Corporation to maintain, reward and encourage continuity and excellence in
senior management. The agreements provide for a lump sum payment in the event
that the executive remains in good standing in his position with the Corporation
for a specified period of time. The agreements provide, respectively, for
payments of $350,000 to Mr. Davis, and $350,000 to Mr. Moffett, if the executive
is actively employed with the Corporation on January 1, 2000.
COMPENSATION OF DIRECTORS
In 1998, each Director of the former Star Banc Corporation, other than Mr.
Grundhofer, received an annual retainer fee of $15,000 plus a fee of $1,500 for
each Board meeting attended and a fee of $850 for each Committee meeting
attended. In addition, the Audit, Community Outreach and Fair Lending,
Compensation and Governance Committee Chairpersons received an annual retainer
fee of $2,500. Each Director of the former Star Banc Corporation, other than Mr.
Grundhofer, also received options to purchase 6,000 shares of Firstar
Corporation stock (formerly Star Banc Corporation stock), subject to a four-year
vesting schedule. In 1998, each Director of the former Firstar Corporation,
other than Mr. Fitzsimonds, received an annual retainer fee of $18,000 plus a
meeting fee of $1400 for each Board meeting, Audit Examining Committee,
Executive Committee and Interstate Banking & Acquisitions Committee meeting, and
$800 for other Committee meetings attended. In addition, the Chairperson for the
Audit-Examining Committee received a retainer of $4,000 and the Chairperson for
the Compensation Committee received a retainer of $2,500.
CORPORATE GOVERNANCE INFORMATION
The Board of Directors held two meetings in 1998: one on November 20, 1998
and one on December 8, 1998. The Board of Directors of the former Star Banc
Corporation held ten meetings and the Board of Directors of the former Firstar
Corporation held six meetings in 1998.
The Board of Directors has an Executive Committee, an Audit Committee, a
Compensation Committee, a Community Outreach and Fair Lending Committee and a
Governance Committee.
The Executive Committee of the Corporation held no meetings in 1998. The
Committee has the authority to exercise all powers of the Board of Directors
between regularly scheduled Board meetings. The current members of the Executive
Committee are Messrs. Batten, Bridgeland, Cassidy, Fitzsimonds, Forbes,
Grundhofer, Hayden, Howe, Lubar, McKeithan, Petry and Waddell. The Executive
Committee of the former Star Banc Corporation met thirteen times and the
Executive Committee of the former Firstar Corporation held no meetings in 1998.
The Audit Committee of the Corporation held no meetings in 1998 and is
responsible for the review of the work of Arthur Andersen LLP, the Corporation's
outside independent auditor for 1998. The Committee reviews recommendations on
various matters made by the outside auditors and action taken by management and
the Corporation's internal auditor to implement these recommendations. The
Committee also considers
13
<PAGE> 15
the scope of the audit to be performed for the Corporation and its subsidiaries
and the proposed fees for this work. The Committee recommends action to the
Board of Directors of the Corporation in connection with all the above matters.
The current members of the Audit Committee are Ms. Buyniski, Ms. Pyle, and
Messrs. Batten, Baker, Coombe, Garvin, Hayden, Hladky, Howe, Klinedinst,
Manning, McKeithan, Petry, Stollenwerk and Wirtz. The Audit Committee of the
former Star Banc Corporation held two meetings and the Audit-Examining Committee
of the former Firstar Corporation held four meetings in 1998.
The Compensation Committee of the Corporation held three meetings and sets
policy for compensation, reviews the recommendations of the Chief Executive
Officer as to compensation of officers, establishes the compensation of the
Chief Executive Officer and approves eligibility for benefits under the
Corporation's non-qualified retirement plan. It also administers the
Corporation's Stock Incentive Plans. The current members of the Compensation
Committee are Messrs. Buchanan, Browning, Forbes, Hayden, Howe, Lacy, Manning,
Mechem, O'Maley, O'Toole and Petry. The Compensation Committee of the former
Star Banc Corporation held nine meetings and the Compensation Committee of the
former Firstar Corporation held five meetings in 1998.
The Community Outreach and Fair Lending Committee of the Corporation held
no meetings in 1998. The Committee is responsible for reviewing the
Corporation's activities with respect to community development and compliance
with the Community Reinvestment Act and fair lending regulations. The current
members of the Community Outreach and Fair Lending Committee are Ms. Buyniski
and Messrs. Baker, Chester, Dannemiller, Hladky, Klinedinst, O'Toole, Dr. Owens,
and Stollenwerk. The Community Outreach and Fair Lending Committee of the former
Star Banc Corporation held three meetings in 1998.
The Governance Committee held no meetings in 1998. The Committee
administers the affairs of the Board of Directors, evaluates current directors,
and nominates new directors. The current members of the Governance Committee are
Messrs. Bridgeland, Browning, Dannemiller, Hayden, Lacy, Lubar and McKeithan.
Shareholders who wish to suggest director nominees should contact the Committee
by mail at the Corporate Headquarters. The Governance Committee of the former
Star Banc Corporation held two meetings and the Committee on Directors of the
former Firstar Corporation held three meetings in 1998.
All Directors except V. Anderson Coombe and Daniel J. Meyer attended at
least 75% of the aggregate of the number of regular and special meetings of the
Board of Directors held during 1998 and all committees of the Board on which the
director served during the 1998 calendar year.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Corporation's directors and named executive officers to file with the
Securities and Exchange Commission and the New York Stock Exchange reports of
ownership and changes in ownership of common stock of the Corporation. Officers
and directors are required by SEC regulation to furnish the Corporation with
copies of all Section 16(a) forms they file.
Based solely on review of the copies of such reports furnished to the
Corporation or written representations that no other reports were required, the
Corporation believes that, during the 1998 year, all filing requirements
applicable to its officers and directors were properly filed.
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, any
shareholder who wishes to include a proposal for shareholder action in next
year's Proxy Statement must submit such proposal to the Corporation (along with
other information called for in Rule 14a-8) no later than October 31, 1999. The
Corporation will determine whether or not the proposal is proper for inclusion
in the Proxy Statement at the time of any such submission.
14
<PAGE> 16
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Several of the Directors of the Corporation and the entities with which
they are associated were customers of and had various transactions with the
Corporation's subsidiary banks in the ordinary course of business during 1998.
All loans, loan commitments and sales of notes included in these transactions
were made in the ordinary course of business, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with others and did not involve more than the normal
risk of collectability or present other unfavorable features.
INDEPENDENT AUDITORS
The Board of Directors appointed Arthur Andersen LLP as independent
auditors of the Corporation and its subsidiaries for the year 1998. The Board of
Directors appointed PricewaterhouseCoopers LLP as independent auditors of the
Corporation and its subsidiaries for 1999.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
Annual Meeting. If any other matters arise before the meeting, the Board of
Directors intends for the holders of the proxies to vote in accordance with the
recommendations of Management.
By order of the Board of Directors,
/s/JENNIE P. CARLSON
Jennie P. Carlson
Senior Vice President,
General Counsel and Secretary
Milwaukee, Wisconsin
March 3, 1999
YOU MAY REQUEST A COPY OF THE FORM l0-K ANNUAL REPORT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION (LESS EXHIBITS) BY CALLING (414) 765-4518 OR WRITING TO
DAVID M. MOFFETT, VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER, FIRSTAR
CORPORATION, 777 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202.
15
<PAGE> 17
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>
<S><C>
FIRSTAR CORPORATION 1999 ANNUAL MEETING
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS 1-Paul M. Baker 7-Roger L. Howe listed to the left to vote for all
(term expiring in the 2-Michael E. Batten 8-Sheldon B. Lubar (except as specified nominees listed
year 2002) 3-Laurance L. Browning, Jr. 9-David B. O'Maley below). to the left.
4-Roger L. Fitzsimonds 10-O'dell M. Owens, M.D.
5-James L. Forbes 11-William W. Wirtz
6-J.P. Hayden, Jr.
(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.
Check appropriate box Date NO. OF SHARES
indicate changes below: -----------------
Address Change? [ ] Name Change? [ ]
[ ]
[ ]
[ ]
[ ]
[ ]
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 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.
</TABLE>
<PAGE> 18
[MAP]
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 hereby appoints Jerry A. Grundhofer and Jennie P. Carlson 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 13, 1999 at 11:00 A.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.
(SEE REVERSE SIDE TO VOTE)
