SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)May 13, 2004
FIRST SECURITY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Tennessee | 000-49747 | 58-2461486 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification Number) |
817 Broad Street, Chattanooga, Tennessee | 37402 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(423) 266-2000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
Institutional Shareholder Services ("ISS") requested that First Security Group, Inc. ("First Security") provide ISS with additional information about fees that First Security reported in its proxy statement for its 2004 Annual Meeting of Shareholders and First Security's future intentions regarding the establishment of a nominating committee of the Board of Directors. ISS further requested that First Security publish this information either in a Form 8-K filing or in a press release. The following is the information First Security provided to ISS:
FEES PAID TO INDEPENDENT AUDITORS
The following table sets forth fees billed by Joseph Decosimo and Company, LLP for services rendered for the fiscal year ended December 31, 2003:
| Audit Fees | | $ | 120,000 | |
| Audit-Related Fees | | | 22,295 | |
| Tax Fees – Preparation and Compliance | | | 60,965 | |
| | |
| |
| Total – Audit, Audit-Related and Tax – Preparation and Compliance Fees | | | 203,260 | |
| | |
| |
Tax Fees – Other1 | | | 30,635 | |
| All Other Fees | | | 95,805 | |
| | |
| |
| Total – Other Fees | | | 126,440 | |
| |
| |
| Total – Fees | | $ | 329,700 | |
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| |
1Tax Fees – Other includes tax advice on acquisitions, tax planning and other tax advice.
NOMINATING COMMITTEE
The Company also confirmed to ISS that management will recommend to the Board of Directors at its meeting scheduled for May 27, 2004 that it create a Nominating Committee comprised of independent directors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | FIRST SECURITY GROUP, INC. |
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| By: | /s/ William L. Lusk, Jr. |
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| | Secretary, Chief Financial Officer and Executive Vice President |
Date: May 13, 2004
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