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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 1, 1994
FIRST BANK SYSTEM, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-6880 41-0255900
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(State or other jurisdiction (Commission) (I.R.S. Employer
of Incorporation) File Number) Identification No.)
601 SECOND AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55402
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612-973-1111
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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Item 5. On July 1, 1994, First Bank System, Inc. (the "Company") issued a press
release announcing that it had signed a letter of intent to acquire
Minneapolis-based Metropolitan Financial Corporation. The Company is
hereby filing with the Securities and Exchange Commission a copy of its
press release dated July 1, 1994.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
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Exhibits 99.1 Press release of First Bank System, Inc., dated
July 1, 1994.
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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.
FIRST BANK SYSTEM, INC.
(Registrant)
By /s/ David J. Parrin
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David J. Parrin
Senior Vice President & Controller
DATE: July 5, 1994
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NEWS RELEASE
FIRST BANK SYSTEM
601 Second Avenue South
Minneapolis, MN 55402-4302
Contact: John Danielson Wendy Raway Bill Bartkowski
Investor Relations Media Relations Exec. Vice President
First Bank System First Bank System Metropolitan Financial
(612) 973-2261 (612) 973-2429 (612) 399-6000
FIRST BANK SYSTEM AND METROPOLITAN FINANCIAL CORPORATION
SIGN LETTER OF INTENT
MINNEAPOLIS, July 1, 1994 - First Bank System, Inc. (NYSE: FBS) today announced
that it had signed a letter of intent to acquire Minneapolis-based Metropolitan
Financial Corporation (NYSE: MFC). As of March 31, 1994, Metropolitan Financial
had approximately $8 billion in assets, $5.7 billion in deposits and operated
211 offices principally in North Dakota, Minnesota, Nebraska, Iowa, Kansas,
South Dakota, Wisconsin, and Wyoming. Subject to the completion of a due
diligence process and the execution of a definitive purchase agreement, FBS
would exchange between .6803 and .7347 shares of First Bank System common stock
for each common share of Metropolitan, which would result in a price of
approximately $25 to $27 per share for Metropolitan shareholders. The
acquisition also is subject to shareholder and regulatory approvals. The
companies expect the transaction to close in the first quarter of 1995. First
Bank said it expects the acquisition to be accretive to earnings in the first
year of operation.
More...
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FBS and Metropolitan Sign Letter of Intent -2
First Bank System chairman, president, and chief executive officer John F.
Grundhofer said, "The Metropolitan Financial franchise is a great strategic fit
with First Bank System's markets and customer focus. Metropolitan has a customer
relationship with over 300,000 households. We are excited about the opportunity
to offer these customers our full array of financial products, including our
investment products, debit and credit cards, ATMs, home equity and revolving
credit lines." Grundhofer noted that Metropolitan had done an excellent job in
growing home equity and other consumer loans.
"In addition to the benefits to customers, the acquisition will enable
First Bank to further leverage its technology investments and acquisition
integration experience," Grundhofer concluded.
Norman M. Jones chairman and chief executive officer of Metropolitan
Financial said, "We believe this transaction is in the best interests of our
shareholders. The combination of these two premier financial services companies
will result in expanded products and services for our customers and new
opportunities for our employees."
The acquisition would add the states of Nebraska, Iowa, Kansas, and Wyoming
to First Bank System's service area and expand its existing presence in
Minnesota, North Dakota, South Dakota, and Wisconsin. First Bank said that the
acquisition will add to its existing leading market share in the Minneapolis/
St. Paul area and will result in the combined company having the leading market
share in the Bismarck, N.D., Fargo, N.D., Hibbing, Minn. and Grand Forks, N.D.
areas. It also significantly increases First Bank's presence in Rapid City,
S.D., St. Cloud, Minn. and Sioux Falls, S.D. and provides First Bank with a
large market share in four new major markets: Cheyenne, Wyo.; Des Moines, Iowa;
Lincoln, Neb.; and Omaha, Neb.
More...
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FBS and Metropolitan Sign Letter of Intent -3
First Bank System is a regional bank holding company headquartered in
Minneapolis with assets of $26.5 billion. The company provides complete
financial services to individuals and institutions through nine banks and other
financial services companies with more than 215 offices primarily in Minnesota,
Colorado, Illinois, Montana, North Dakota, South Dakota, and Wisconsin.
Metropolitan Financial Corporation is a regional financial services holding
company headquartered in Minneapolis. Metropolitan Federal Bank, fsb, the
company's full service consumer savings bank, operates more than 211 offices
primarily in North Dakota, Minnesota, Iowa, Nebraska, Kansas, Wyoming, South
Dakota, and Wisconsin. MFC provides real estate brokerage services in Minnesota
and Wisconsin through its Edina Realty, Inc. subsidiary with 59 locations. The
company's Equity Title Services subsidiary offers title closing services with
eight offices in Minnesota and Wisconsin.
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