UNITED STATES
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): March 9, 1999
1-2981
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(Commission File Number)
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FIRSTAR CORPORATION
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(Exact name of Registrant as specified in its charter)
WISCONSIN 39-1940778
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(State of incorporation) (I.R.S. Employer
Identification Number)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
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(Address of Registrant's principal executive office)
414-765-4321
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(Registrant's telephone number)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) Previous Independent Public Accountants
Effective March 9, 1999, the Board of Directors of Firstar
Corporation, a Wisconsin corporation (the "Registrant") dismissed Arthur
Andersen LLP ("Arthur Andersen") as its independent public accountants. The
Audit Committee of the Board of Directors of the Registrant approved this
action.
Arthur Andersen had been engaged to audit the financial statements
of Star Banc Corporation, an Ohio corporation ("Star"), prior to the
consummation of the merger of Star and the Registrant (the "Merger") on
November 20, 1998. In connection with the audits of Star's financial
statements as of December 31, 1997 and 1996 and for the years then ended and
through the period November 20, 1998, there were no disagreements between Star
and Arthur Andersen on any matters of accounting principles or practices,
financial statements disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen, would
have caused it to make a reference to the subject matter of the disagreements
in connection with its reports on financial statements. Arthur Andersen's
reports on Star's financial statements as of December 31, 1997 and 1996
contained no adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principle.
Upon the consummation of the Merger, the Board of Directors of the
Registrant engaged Arthur Andersen as of November 20, 1998 to audit the
Consolidated Balance Sheets as of December 31, 1998 and 1997 and the
Consolidated Statements of Income, Shareholders' Equity and Cash Flows for each
of the three years in the period ended December 31, 1998. During the interim
period between November 20, 1998 and March 9, 1999, there were no disagreements
between the Registrant and Arthur Andersen on any matters of accounting
principles or practices, financial statements disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Arthur
Andersen, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports on financial statements.
The Registrant has provided a copy of this disclosure to Arthur
Andersen in compliance with the provisions of Item 304(a)(3) of Regulation S-K
and has requested a letter from Arthur Andersen addressed to the Securities and
Exchange Commission stating that Arthur Andersen agrees with the statements as
set forth above. A copy of that letter, dated March 11, 1999, is attached as
Exhibit 16.1 to this Current Report on Form 8-K.
(b) New Independent Public Accountants
Effective March 9, 1999, the Registrant engaged the accounting firm
of Pricewaterhouse Coopers LLP as independent public accountants of the
Registrant.
ITEM 5. OTHER MATTERS
On March 9, 1999, the Board of Directors of the Registrant approved both a
three-for-one split in the common stock, par value $.01, of the Registrant
("Firstar Common Stock") and a plan to repurchase five million (pre-split)
shares of Firstar Common Stock. The Board of Directors of the Registrant also
announced that holders of record of Firstar Common Stock on March 31, 1999 will
be paid a regular quarterly dividend of $0.30 per share on April 15, 1999 based
on their pre-split shares of Firstar Common Stock. A copy of the press release
announcing the matters set forth herein and certain other matters is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed herewith:
Exhibit
Number Title
16.1 Letter from Arthur Andersen re: change in certifying accountant.
99.1 Text of press release, March 9, 1999, issued by Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRSTAR CORPORATION
By: /s/ Jennie P. Carlson
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Name: Jennie P. Carlson
Title: Senior Vice President,
General Counsel
and Secretary
Date: March 9, 1999
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EXHIBIT INDEX
Exhibit
Number Title
16.1 Letter from Arthur Andersen re: change in certifying accountant.
99.1 Text of press release, dated March 9, 1999, issued by Registrant.