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First Security Corporation Merger Update
SALT LAKE CITY First Security Corporation (Nasdaq:
FSCO) confirmed today that FSCO and Zions Bancorporation (Nasdaq: ZION) remain on track
with the scheduled closing of their pending merger-of-equals transaction. The parties have
scheduled their respective special shareholders meetings to vote upon the merger
proposal for Wednesday, March 22, 2000, and anticipate being in a position to close the
transaction promptly following receipt of the requisite shareholder approvals.
First Security also reported that recently updated revenue and income projections
indicate a decline in the first quarter of 2000 from prior period amounts. On a standalone
basis, for the first quarter of 2000 First Security is projecting a decline in revenue of
8% from the fourth quarter of 1999. First Security reported that it is experiencing a
revenue decline in certain business lines, most notably mortgage banking, as well as
margin compression due to the rising interest rate environment. First Security also
believes that its revenue momentum and its funding mix have been adversely affected by the
delay in closing the merger with Zions. First Security is also experiencing increased
charge-offs in its indirect auto and consumer lending, which it attributes to a temporary
systems problem that occurred in October 1999 when a system enhancement was being
installed. This systems problem has since been corrected, but higher charge-offs are
expected to persist through the first quarter, normalizing for the balance of the year.
First Security indicated that earnings for the quarter on a pre-merger basis will be down
some $.07 to $.09 per share from the reported earnings of $.33 in the fourth quarter of
1999.
Spencer F. Eccles, chairman and chief executive officer of First Security, stated,
"We remain on track with our expectations regarding the long-term benefits that this
merger of equals will bring to our respective shareholders and look forward to
completing the hard work of integrating these two outstanding franchises. Despite the
unexpected delay in closing the merger, we remain on course with our initially projected
level of cost savings to be achieved through the combination."
Harris Simmons, president and chief executive officer of Zions, stated, "Zions
remains committed to supporting the merger."
Forward-Looking Statements
Except for the historical information in this document, the matters described herein
are forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. FSCO cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made.
FSCO advises readers that various risks and uncertainties could affect FSCO's financial
performance and could cause FSCO's actual results for future periods to differ materially
from those anticipated or projected. These risks and uncertainties include, but are not
limited to, those related to: the economic environment, particularly in the regions where
FSCO operates; competitive products and pricing; changes in prevailing interest rates;
credit and other risks of lending and investment activities; fiscal and monetary policies
of the U.S. and other governments; regulations affecting financial institutions;
acquisitions and the integration of acquired businesses; technology and associated risks;
and other risks and uncertainties affecting FSCO's operations and personnel.
Be advised that FSCO, as part of its core business, regularly evaluates the potential
acquisition of, and holds discussions with, prospective acquisition candidates, which
candidates may conduct any type of businesses permissible for a bank holding company and
its affiliates. FSCO's discussions in this document are subject to the changes that may
result if any such acquisition transaction is completed. FSCO restates its guiding
principle that it will not comment on or publicly announce any acquisition until after a
binding and definitive acquisition agreement has been reached.
FSCO specifically disclaims any obligation to update any forward-looking statements to
reflect occurrences or unanticipated events or circumstances after the date of such
statements.
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