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 20, 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 proposes to enter into a Distribution Agreement (the
"Distribution Agreement") with Merrill Lynch & Co.; Merrill Lynch, Pierce,
Fenner & Smith Incorporated; Banc of America Securities, LLC; Bear, Stearns &
Co. Inc.; Donaldson, Lufkin & Jenrette Securities Corporation; Credit Suisse
First Boston Corporation; Goldman, Sachs & Co.; Lehman Brothers Inc.; Morgan
Stanley & Co. Incorporated and Salomon Smith Barney Inc. (collectively, the
"Agents") with respect to the issue and sale by the Company of up to U.S.
$600,000,000 aggregate principal amount (or the equivalent thereof in any
foreign currency) of its Medium-Term Notes, Series A, Due Nine Months or More
from Date of Issue (the "Notes", and each issuance of a particular note
thereunder, a "Note") under and pursuant to a senior indenture between the
Company and Citibank, N.A., as Trustee, dated as of June 22, 1999 (the
"Indenture"). The Notes may bear interest at a fixed rate (the "Fixed Rate
Notes") or a floating rate (the "Floating Rate Notes"). The purchase price,
interest rate or formula, maturity date and other terms of the Notes (as
applicable) will be agreed upon between the Company and the applicable agent(s)
and specified in a pricing supplement to the prospectus to be prepared by the
Company in connection with each sale of Notes.
The form of Distribution Agreement with respect to the Notes is filed
as Exhibit 1.1 to this Current Report on Form 8-K. The form of opinion of
Wachtell, Lipton, Rosen & Katz regarding certain federal income tax matters in
connection with the Notes is filed as Exhibit 8.1 to this Current Report on Form
8-K. The forms of the Fixed Rate Notes and the Floating Rate 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 Form of Distribution Agreement with respect to the Notes
8.1 Form of Opinion of Wachtell, Lipton, Rosen & Katz regarding certain
federal income tax matters
99.1 Form of Fixed Rate Note
99.2 Form of Floating Rate Note
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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 19, 1999
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EXHIBIT INDEX
Exhibit Number Title
1.1 Form of Distribution Agreement with respect to the Notes
8.1 Form of Opinion of Wachtell, Lipton, Rosen & Katz regarding
certain federal income tax matters
99.1 Form of Fixed Rate Note
99.2 Form of Floating Rate Note
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