<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1993.
Registration No. 33-58844
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
to
FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
------------------
FIRST BANK SYSTEM, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 6711 41-0255900
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(612) 973-1111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Richard A. Zona
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(612) 973-1111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
copies to:
<TABLE>
<CAPTION>
<S> <C> <C>
Lee R. Mitau, Esq. Arthur E. Otten, Jr., Esq. Robert B. Ott, Esq.
Dorsey & Whitney Otten, Johnson, Robinson, Neff Arnold & Porter
220 South Sixth Street & Ragonetti, P.C. 1200 New Hampshire Avenue, N.W.
Minneapolis, Minnesota 55402-1498 950 Seventeenth Street, Suite 1600 Washington, D.C. 20036
Denver, Colorado 80202
</TABLE>
----------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. //
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits filed with Post-Effective Amendment No. 2.
8.1 Opinion and consent of Arnold & Porter as to
certain federal income tax consequences
described in the Proxy Statement/Prospectus.
24.2 Consent of Arnold & Porter (included in Exhibit 8.1).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Post-Effective Amendment No. 2 to the registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Minneapolis, State of Minnesota, on August 30, 1993.
FIRST BANK SYSTEM, INC.
By /s/ John F. Grundhofer
--------------------------------
John F. Grundhofer
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature and title Date
------------------- ----
/s/ JOHN F. GRUNDHOFER
--------------------------------------------
John F. Grundhofer,
Chairman, President, Chief Executive Officer
and Director (principal executive officer)
/s/ RICHARD A. ZONA
--------------------------------------------
Richard A. Zona,
Vice Chairman and Chief Financial Officer
(principal financial officer)
/s/ SUSAN E. LESTER
--------------------------------------------
Susan E. Lester,
Senior Vice President and Controller
(principal accounting officer)
*
--------------------------------------------
Coleman Bloomfield, August 30, 1993
Director
*
--------------------------------------------
Roger L. Hale,
Director
*
--------------------------------------------
John H. Kareken,
Director
*
--------------------------------------------
Richard L. Knowlton,
Director
*
--------------------------------------------
Kenneth A. Macke,
Director
II-2
<PAGE>
Signature and title Date
------------------- ----
*
--------------------------------------------
Thomas F. Madison,
Director
*
--------------------------------------------
Marilyn C. Nelson,
Director
*
--------------------------------------------
Edward J. Phillips,
Director
*
--------------------------------------------
James J. Renier,
Director
*
--------------------------------------------
S. Walter Richey, August 30, 1993
Director
*
--------------------------------------------
Richard L. Robinson,
Director,
*
--------------------------------------------
Richard L. Schall,
Director
*
--------------------------------------------
Lyle E. Schroeder,
Director
*By /s/ SUSAN E. LESTER
------------------------------------------
Susan E. Lester,
Pro se and as Attorney-in-Fact
II-3
<PAGE>
EXHIBIT 8.1
August 24, 1993
Colorado National Bankshares, Inc.
950 Seventeenth Street
P.O. Box 5168
Denver, Colorado 80202
First Bank System, Inc.
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Central Bancorporation, Inc.
1515 Arapahoe Street
Denver, Colorado 80202
Gentlemen:
Reference is hereby made to our opinion ("Opinion") dated May 28, 1993 (copy
attached) regarding certain federal income tax consequences of the merger
("Merger") of Colorado National Bankshares, Inc. ("CNB") with and into Central
Bancorporation, Inc. ("CBI") effective on such date. The Opinion was filed as
Exhibit 8.1 to Post Effective Amendment No. 1 on June 7, 1993. We hereby advise
you that shareholders of CNB who were entitled to vote on the Merger and who
received the Proxy Statement/Prospectus filed as part of the registration
statement on Form S-4, No. 33-58844, declared effective on April 26, 1993, may
rely on the Opinion, notwithstanding the last sentence thereof.
We hereby consent to the filing of the Opinion and this letter with regard
thereto as an exhibit to a post-effective amendment to Registration Statement
No. 33-58844.
Very truly yours,
ARNOLD & PORTER
Attachment
<PAGE>
May 28, 1993
Colorado National Bankshares, Inc.
950 Seventeenth Street
P.O. Box 5168
Denver, Colorado 80202
First Bank System, Inc.
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Central Bancorporation, Inc.
1515 Arapahoe Street
Denver, Colorado 80202
Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of the proposed merger of Colorado National Bankshares, Inc.
("CNB") with and into Central Bancorporation, Inc. ("CBI").
FACTS
-----
First Bank System, Inc. ("FBS") is a bank holding company organized in
Delaware, and is the parent corporation of CBI as well as other subsidiaries
through which it provides general commercial banking, mortgage banking,
commercial and agricultural finance, consumer banking, trust, capital markets,
cash management, investment management, data processing, leasing, and brokerage
services. CBI, a wholly owned subsidiary of FBS, is a bank holding company
organized in Colorado, and is the parent corporation of various bank
subsidiaries located in Colorado.
CNB is a bank holding company organized in Colorado, and is the parent
corporation of various subsidiaries through which it provides retail and
commercial banking, trust, retail credit financing, leasing, discount stock
brokerage, portfolio management, and insurance services.
The terms of the proposed merger (the "Merger") are contained in the Agreement
of Merger and Consolidation dated as of November 8, 1992, among CNB,
<PAGE>
Colorado National Bankshares, Inc.
First Bank System, Inc.
Central Bancorporation, Inc.
May 28, 1993
Page 2
FBS and CBI (the "Merger Agreement"). FBS and CNB have also entered into the
Warrant Agreement dated as of November 8, 1992, pursuant to which CNB granted
FBS an option to purchase CNB common stock. Exercise of the option is
contingent upon the occurrence of specified events described therein.
The Merger Agreement and the Warrant Agreement are collectively referred to as
the "Agreements." Terms not otherwise defined in this letter shall have the
meanings assigned to them in the Merger Agreement.
You have directed us to assume in preparing this opinion that (1) the Merger
will be consummated in accordance with the terms, conditions and other
provisions of the Agreements, and (2) all of the factual information,
descriptions, representations and assumptions set forth in (i) this letter (an
advance copy of which has been provided to you), (ii) the letters to us from FBS
and CBI dated May 21, 1993, and from CNB dated May 20, 1993 (the "Letters"), and
(iii) the Joint Proxy Statement/Prospectus included as part of FBS' Registration
Statement on Form S-4 (File No. 33-58844) dated April 26, 1993 (the "Proxy
Statement/ Prospectus"), and mailed to CNB shareholders and FBS shareholders in
connection with the special meeting of CNB shareholders held on May 27, 1993 and
special meeting of FBS shareholders held on May 28, 1993, are accurate and
complete and will be accurate and complete at the time the Merger becomes
effective (the "Effective Date").
Pursuant to the Merger, CNB will be merged with and into CBI in accordance
with the applicable provisions of the Colorado Corporation Code, with CBI as the
surviving corporation. The Merger was approved by the required two-thirds of the
outstanding shares of CNB common stock at a special meeting held on May 27,
1993. CNB shareholders are entitled to dissent from the Merger and obtain
payment of the fair value of their shares pursuant to the Colorado Corporation
Code. Under the Colorado Corporation Code, the Merger does not require the
approval of CBI's shareholder.
<PAGE>
Colorado National Bankshares, Inc.
First Bank System, Inc.
Central Bancorporation, Inc.
May 28, 1993
Page 3
On the Effective Date, all assets and liabilities of CNB will be transferred
by operation of law to CBI,1/ the separate corporate existence of CNB will
cease, and, except as provided below, each share of CNB common stock then
outstanding will be converted into 1.71206 shares of FBS common stock. Also on
the Effective Date, each stock option outstanding under the CNB 1987 Option Plan
(the "Option Plan") will terminate and CBI will change its name to Colorado
National Bankshares, Inc.
No fractional shares of FBS common stock will be issued in the Merger. Each
holder of CNB common stock who otherwise would be entitled to receive a fraction
of a share of FBS common stock will receive, instead, cash equal to such
fraction multiplied by the closing price of one share of FBS common stock on the
Effective Date. Except for cash exchanged in lieu of issuing fractional shares
of FBS common stock or in payment of dissenters' rights, no cash will be
exchanged for shares of CNB common stock or shares of FBS common stock pursuant
to the Merger.
Except for the options issued pursuant to the Warrant Agreement, no options to
purchase CNB common stock and no securities or other instruments convertible
into CNB common stock will be outstanding on the Effective Date. In addition, no
shares of CNB preferred stock will be outstanding on the Effective Date.
We also have relied with your permission on the following additional
representations and/or assumptions:
1. The Merger will be a statutory merger in accordance with the applicable
provisions of the Colorado Corporation Code.
2. The fair market value of the FBS common stock and other consideration
received by each CNB shareholder will be approximately equal to the fair market
value of the CNB common stock surrendered in the exchange.
3. There is no plan or intention by the shareholders of CNB to sell, exchange
or otherwise dispose of a number of shares of FBS common stock received in the
Merger that would reduce the CNB shareholders' ownership of the FBS
- -----------------------
1/ After the Merger, FBS intends to divest banks held by CNB in Garfield
County, Colorado and Grand Junction, Colorado (the "Divestitures"), which
represent less than two percent of the fair market value of CNB's total
assets before the Merger. You have not requested us to address, and we have
not addressed, the tax consequences of the Divestitures, if any.
<PAGE>
Colorado National Bankshares, Inc.
First Bank System, Inc.
Central Bancorporation, Inc.
May 28, 1993
Page 4
common stock to a number of shares having an aggregate value, as of the
Effective Date, of less than 50 percent of the value of all of the formerly
outstanding CNB common stock as of the same date. For purposes of this
paragraph, shares of CNB common stock surrendered by dissenters or exchanged for
cash in lieu of fractional shares of FBS common stock will be treated as
outstanding CNB common stock on the Effective Date. Moreover, shares of CNB
common stock and shares of FBS common stock held by CNB shareholders and
otherwise sold, redeemed, or disposed of prior or subsequent to the Merger are
considered for purposes of this paragraph.
4. CBI will acquire at least 90 percent of the fair market value of the net
assets and at least 70 percent of the fair market value of the gross assets held
by CNB immediately prior to the Merger. CBI and the subsidiaries of CNB held by
CBI as a result of the Merger will hold after the Merger at least 90 percent of
the fair market value of the aggregate, consolidated net assets and at least 70
percent of the fair market value of the aggregate, consolidated gross assets
held by CNB and its subsidiaries immediately prior to the Merger. For purposes
of this paragraph, amounts paid by CNB to dissenters, amounts paid by CNB to
shareholders who receive cash or other property, CNB assets used to pay its
reorganization expenses, and all redemptions and distributions (except for
regular, normal dividends) made by CNB immediately preceding the transfer, will
be included as assets of CNB held immediately prior to the Merger.
5. Prior to the Merger, FBS will be in control of CBI within the meaning of
section 368(c).2/
6. Following the Merger, CBI will not issue additional shares of its stock
that would result in FBS losing control of CBI within the meaning of section
368(c).
7. FBS has no plan or intention to reacquire any of the FBS common stock
issued in the Merger.
8. FBS has no plan or intention to liquidate CBI, to merge CBI with and
- -----------------------
2/ Unless otherwise specifically indicated, all section references are to the
Internal Revenue Code of 1986, as amended (the "Code").
<PAGE>
Colorado National Bankshares, Inc.
First Bank System, Inc.
Central Bancorporation, Inc.
May 28, 1993
Page 5
into another corporation,3/ to sell or otherwise dispose of the stock of CBI,
or to cause CBI to sell or otherwise dispose of any of the assets of CNB
acquired in the Merger, except for dispositions made in the ordinary course of
business, transfers described in section 368(a)(2)(C), or assets held by CNB
that will be sold pursuant to the Divestitures.
9. The liabilities of CNB assumed by CBI and the liabilities to which the
transferred assets of CNB are subject were incurred by CNB in the ordinary
course of its business.
10. Following the Merger, CBI will continue the historic business of CNB and
will use a significant portion of the historic business assets of CNB in a
business.
11. FBS, CBI, CNB and the shareholders of CNB will pay their respective
expenses, if any, incurred in connection with the Merger.
12. There is no intercorporate indebtedness existing between FBS and CNB
or between CBI and CNB that was issued, acquired or will be settled at a
discount.
13. No two parties to the Merger are investment companies as defined in
sections 368(a)(2)(F)(iii) and (iv).
14. CNB is not under the jurisdiction of a court in a title 11 or similar
case within the meaning of section 368(a)(3)(A).
15. The fair market value of the assets of CNB transferred to CBI will
equal or exceed the sum of the liabilities assumed by CBI, plus the amount of
liabilities, if any, to which the transferred assets are subject.
16. No stock of CBI will be issued in the Merger.
17. No dividends or distributions, other than regular or normal dividends
or distributions, will be made with respect to any CNB stock prior to the
Merger.
- --------------------------
3/ After the Merger, FBS plans to consolidate the Colorado banking operations
of CNB and FBS by merging Central Bank, CBI's principal banking subsidiary,
into Colorado National Bank, CNB's principal banking subsidiary. You have
not requested us to address, and we have not addressed, the tax consequences
of this merger.
<PAGE>
Colorado National Bankshares, Inc.
First Bank System, Inc.
Central Bancorporation, Inc.
May 28, 1993
Page 6
After the Merger, no dividends or distributions will be made to the
former CNB shareholders by FBS, other than regular or normal dividend
distributions made with regard to all shares of FBS common stock.
18. None of the compensation to be paid to shareholder-employees of CNB will
be separate consideration for, or allocable to, any of their shares of CNB
common stock. The compensation paid to such shareholder-employees will be for
services actually rendered and will be commensurate with amounts paid to third
parties bargaining at arm's length for similar services. None of the FBS common
stock received by any shareholder-employee of CNB will be in exchange for, or in
consideration of, services rendered to CNB, FBS, CBI or any other entity by such
shareholder-employee.
19. The payment of cash in lieu of fractional shares of FBS common stock is
solely for the purpose of avoiding the expense and inconvenience to FBS of
issuing fractional shares and does not represent separately bargained-for
consideration. In addition, this cash payment will not be made pro rata to all
CNB and FBS shareholders. The total cash consideration that will be paid in the
Merger to CNB shareholders in lieu of issuing fractional shares of FBS common
stock will not exceed one percent of the total consideration that will be issued
in the Merger to the CNB shareholders in exchange for their shares of CNB common
stock. The fractional share interests of each CNB shareholder will be
aggregated, and no CNB shareholder will receive cash in an amount equal to or
greater than the value of one full share of FBS common stock.
20. The CNB shareholders that will receive cash in lieu of fractional shares
of FBS common stock will not have control of FBS, for purposes of applying
section 302(b)(1), following the Merger.
21. The Merger is being effected for bona fide business reasons as described
in the Proxy Statement/Prospectus.
<PAGE>
Colorado National Bankshares, Inc.
First Bank System, Inc.
Central Bancorporaiton, Inc.
May 28, 1993
Page 7
OPINION
-------
Assuming that the Merger is consummated in accordance with the terms and
conditions set forth in the Agreements and based on the facts set forth in the
Proxy Statement/Prospectus, the Letters, and this letter (including all
assumptions and representations), it is our opinion that for federal income tax
purposes --
1. The Merger will qualify as a reorganization under section 368(a) of
the Code;
2. No gain or loss will be recognized by any CNB shareholder (except in
connection with the receipt of cash in lieu of a fractional share of FBS common
stock) upon the exchange of CNB common stock for FBS common stock in the Merger;
3. The basis of the FBS common stock received by a CNB shareholder who
exchanges CNB common stock for FBS common stock will be the same as the basis of
the CNB common stock surrendered in exchange therefor (subject to any
adjustments required as the result of receipt of cash in lieu of a fractional
share of FBS common stock);
4. The holding period of the FBS common stock received by a CNB shareholder
receiving FBS common stock will include the period during which the CNB common
stock surrendered in exchange therefor was held (provided that the CNB common
stock of such CNB shareholder was held as a capital asset at the Effective
Date); and
5. Cash received by a CNB shareholder in lieu of a fractional share interest
of FBS common stock will be treated as having been received as a distribution in
full payment in exchange for the fractional share interest of FBS common stock
which he would otherwise be entitled to receive, and will qualify as capital
gain or loss (assuming the CNB common stock was a capital asset in his hands at
the Effective Date).
Our opinion is limited to the foregoing federal income tax consequences of the
Merger, which are the only matters as to which you have requested our opinion.
We do not address any other federal income tax consequences of the Merger or
other matters of federal law and have not considered matters (including state or
local tax consequences) arising under the laws of any jurisdiction other than
matters of federal law arising under the laws of the United States.
<PAGE>
Colorado National Bankshares, Inc.
First Bank System, Inc.
Central Bancorporation, Inc.
May 28, 1993
Page 8
Our opinion is based on the understanding that the relevant facts are, and
will be on the Effective Date, as set forth in this letter. If this
understanding is incorrect or incomplete in any respect, our opinion could be
affected. Our opinion is also based on the Code, Treasury Regulations, case law,
and Internal Revenue Service rulings as they now exist. These authorities are
all subject to change and such change may be made with retroactive effect. We
can give no assurance that after any such change, our opinion would not be
different. We undertake no responsibility to update or supplement our opinion in
the event of any such change in law.
We have not independently verified any factual matters relating to the Merger
in connection with or apart from our preparation of this opinion and,
accordingly, our opinion does not take into account any matters not set forth
herein which might have been disclosed by independent verification.
Only FBS, CBI and CNB may rely on this opinion, and only with respect to the
proposed Merger described herein.
Very truly yours,
ARNOLD & PORTER
