FIRST BANK SYSTEM INC
424B2, 1994-12-05
NATIONAL COMMERCIAL BANKS
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                                                       Rule 424(b)(2)
                                                       Registration No. 33-51407
PRICING SUPPLEMENT NO.    5     DATED:  12-5-94  
                       -------          ------- 
                      
(To Prospectus Dated February 15, 1994, as supplemented
by Prospectus Supplement Dated March 22, 1994)



                            FIRST BANK SYSTEM, INC.

                     Medium-Term Notes, Series F (Senior)
                  Medium-Term Notes, Series G (Subordinated)



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<S>                                          <C>
Series:                                      CUSIP:  31928MBE4  
[X] Series F (Senior)                        Issue Price (Dollar Amount and Percentage of Principal Amount): 
[_] Series G (Subordinated)                  100,000,000.00/100%

Form of Note:                                Interest Rate/Initial Interest Rate:   6.275%
[X] Book-Entry                                   
[_] Certificated                             Interest Payment Dates:   Monthly-3rd Wednesday-beginning 1/18/95 

Principal Amount:  100,000,000.00            Regular Record Dates:    15th calendar day before each int payment

Original Issue Date:  12-9-94                Interest Determination Dates:   2 business days prior to reset

Maturity Date:  11-19-97                     Interest Reset Dates:    Monthly-3rd Wednesday-beginning 1/18/95 

Interest Rate Basis (and,                    Index Maturity:   One month
if applicable, related 
Interest Periods):                           Spread:   .15%

[_]  Fixed Rate Notes                        Spread Multiplier:                  
[_]  Commercial Paper Rate Note      
[_]  Federal Funds Rate Note                 Alternate Rate Event Spread:
[X]  LIBOR Note                      
[_]  Prime Rate Note                         Alternate Rate Event Spread Multiplier:
[_]  Eleventh District Cost          
     of Funds Rate Note                      Maximum Interest Rate:
[_]  CD Rate Note                    
[_]  Treasury Rate Note                      Minimum Interest Rate:   
[_]  J.J. Kenny Rate Note                    
[_]  CMT Rate Note
[_]  Other Base Rate                         Index Source:   Telerate pg 3750
     (as described below)                    For Original Issue Discount Notes:
[_]  Zero Coupon Note                
                                                 Original Issue Discount:          %              
Redemption Terms:
                                                 Yield to Maturity:                %
Other Terms:
                                                 Original Issue Discount Notes:
Agent's Commission:  .114                                         
                                                     [_]  Subject to special provisions set forth therein
                                                          with respect to the principal amount thereof  
                                                          payable upon any redemption or acceleration of  
                                                          the maturity thereof.  
                                                     [_]  For Federal income tax purposes only.

Proceeds to FBS:  99,886,000.00                  Is the record or beneficial owner a California resident?

DTC Participant:  Donaldson, Lufkin & Jenrette           Yes  [_]           No  [X]
                  Securities Corporation
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