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): July 7, 1999
1-2981
(Commission File Number)
FIRSTAR CORPORATION
(Exact name of Registrant as specified in its charter)
WISCONSIN 39-1940778
(State of incorporation) (I.R.S. Employer
Identification Number)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Address of Registrant's principal executive office)
414-765-4321
(Registrant's telephone number)
ITEM 5. OTHER MATTERS
Firstar Corporation (the "Company") has filed with the Securities
and Exchange Commission (the "Commission") a registration statement on Form S-3
and Amendment No. 1 thereto for the registration of $1,000,000,000 of debt
securities and debt warrants, preferred shares and preferred share warrants,
depositary shares, common stock and common stock warrants and units pursuant to
the Securities Act of 1933, as amended (the "1933 Act"), and the
offering thereof from time to time of such securities in accordance with Rule
415 of the rules and regulations of the Commission under the 1933 Act. The
registration statement, as amended, was declared effective by the Commission on
June 23, 1999.
The Company entered into two Underwriting Agreements, as of July 7,
1999 (the "Underwriting Agreements") with Merrill Lynch & Co.; Merrill Lynch,
Pierce, Fenner & Smith Incorporated; Donaldson, Lufkin & Jenrette Securities
Corporation; and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") with respect to the issue and sale by the Company and the
Underwriters of $200,000,000 aggregate principal amount of 6.35% Notes Due 2001
(the "6.35% Notes") and $200,000,000 aggregate principal amount of 6.50% Notes
Due 2002 (the "6.50% Notes and, with the 6.35% Notes, the "Notes") pursuant to a
prospectus supplement (the "Prospectus Supplement") to the basic prospectus. The
Company also adopted two terms resolutions, in each case of as of July 7, 1999,
establishing the form and terms of the Notes. The Prospectus Supplement was
filed with the Commission pursuant to Rule 424(b)(5) on July 9, 1999.
The Underwriting Agreements with respect to the 6.35% Notes and the
6.50% Notes are filed as Exhibits 1.1 and 1.2, respectively, to this Current
Report on Form 8-K. The form and terms of the 6.35% Notes and the 6.50% Notes
are filed as Exhibits 99.1 and 99.2, respectively, 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 Title
Number
1.1 Underwriting Agreement, dated as of July 7, 1999, with
respect to the 6.35% Notes
1.2 Underwriting Agreement, dated as of July 7, 1999, with
respect to the 6.50% Notes
99.1 Form and terms of the 6.35% Notes
99.2 Form and terms of the 6.50% Notes
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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
Name: Jennie P. Carlson
Title: Senior Vice President, General
Counsel and Secretary
Date: July 12, 1999
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EXHIBIT INDEX
Exhibit Number Title
1.1 Underwriting Agreement, dated as of July 7, 1999, with
respect to the 6.35% Notes
1.2 Underwriting Agreement, dated as of July 7, 1999, with
respect to the 6.50% Notes
99.1 Form and terms of the 6.35% Notes
99.2 Form and terms of the 6.50% Notes
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