<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1994
Registration No. 33-___________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------
FIRST BANK SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0255900
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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)
Michael J. O'Rourke Copy to:
First Bank System, Inc. Lee R. Mitau
First Bank Place Dorsey & Whitney
601 Second Avenue South 220 South Sixth Street
Minneapolis, Minnesota 55402-4302 Minneapolis, Minnesota 55402
(612) 973-1111 (612) 340-2780
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
------------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
------------------------------------
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- -------------------------------------------------------------------------------
Common Stock
($1.25 par value) 571,070 $13.77 $7,863,634 $2,712
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Subject to Completion, dated April 29, 1994
PROSPECTUS
FIRST BANK SYSTEM, INC.
----------
571,070 Shares
of
Common Stock
($1.25 par value)
----------
This Prospectus relates to an aggregate of 571,070 shares (the "Shares") of
Common Stock, par value $1.25 per share (the "Common Stock"), of First Bank
System, Inc., a Delaware corporation (the "Company"), reserved for issuance upon
exercise of warrants (the "Warrants") that were assumed by the Company in
connection with the Merger Agreement and Plan of Reorganization by and among
Boulevard Bancorp, Inc., the Company and BBI Acquisition Corp. dated September
29, 1993 (the "Merger Agreement"). The Warrants entitle the holders thereof to
purchase the Shares at an exercise price of $13.77 per share until the
expiration of the Warrants at 5:00 p.m. Central Time on October 31, 1994.
Assuming all of the Warrants are exercised, the Company will receive proceeds in
the amount of $7,863,634 before deducting expenses payable by the Company
estimated at $14,000.
The Common Stock is traded on the New York Stock Exchange. On
April 26, 1994, the closing price of the Common Stock on the New York
Stock Exchange was $34.75 per share.
----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities offered hereby in any jurisdiction in which
it is not lawful or to any person to whom it is not lawful to make any such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof.
The date of this Prospectus is __________, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and CitiCorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, the Common Stock of the Company is listed on the New York Stock
Exchange, and reports, proxy statements and other information concerning the
Company can also be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits thereto which
the Company has filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with
the Commission are hereby incorporated by reference in this Prospectus:
(a) the Annual Report on Form 10-K for the year ended
December 31, 1993;
(b) The Company's (i) Current Report on Form 8-K filed
January 18, 1994, (ii) Current Report on Form 8-K filed March 22, 1994
and (iii) Current Report on Form 8-K filed April 20, 1994; and
(c) The description of the Company's Common Stock contained in Item 1
of the Registration Statement on Form 8-A dated March 19, 1984, as amended
in its entirety by that Form 8 Amendment dated February 26, 1993, and any
amendment or report filed for the purpose of updating such description
filed subsequent to the date of this Registration Statement and prior to
the termination of the offering described herein; and the description of
the rights to purchase preferred stock contained in Item 1 of the Company's
Registration Statement on Form 8-A dated December 21, 1988, as amended by
that Form 8 Amendment dated June 11, 1990 and as amended in its entirety by
that Form 8 Amendment dated February 26, 1993, and any amendment or report
filed for the purpose of updating such description filed subsequent to the
date of this Registration Statement and prior to the termination of the
offering described herein.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or part of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such
-2-
<PAGE>
copies should be directed to Ann E. Underbrink, First Bank System, Inc., First
Bank Place, 601 Second Avenue South, Minneapolis, Minnesota 55402-4302,
telephone number (612) 973-1111.
FIRST BANK SYSTEM, INC.
The Company is a regional bank holding company headquartered in
Minneapolis, Minnesota. The Company is comprised of 10 banks, five trust
companies and several nonbank subsidiaries with more than 200 offices primarily
in Minnesota, Colorado, Montana, North Dakota, South Dakota, Wisconsin and
Illinois. Through its subsidiaries, the Company provides commercial and
agricultural finance, consumer banking, trust, capital markets, cash management,
investment management, data processing, leasing, mortgage banking and brokerage
services. At March 31, 1994, the Company and its consolidated subsidiaries had
consolidated assets of $26.5 billion, consolidated deposits of $20.8 billion and
shareholders' equity of $2.3 billion.
The subsidiary banks of the Company engage in general commercial banking
business, principally in domestic markets, and provide banking and ancillary
services to individuals, businesses, institutional organizations, governmental
entities and other financial institutions. The largest subsidiary bank, First
Bank National Association ("FBNA"), had assets of $14.6 billion at March 31,
1994.
The Company is a legal entity separate and distinct from its banking and
non-banking affiliates. The principal sources of the Company's income are
dividends, interest and fees from FBNA and the other banking and non-banking
affiliates. The bank subsidiaries of the Company, including FBNA (the "Banks"),
are subject to certain restrictions imposed by federal law on any extensions of
credit to, and certain other transactions with, the Company and certain other
affiliates, and on investments in stock or other securities thereof. Such
restrictions prevent the Company and such other affiliates from borrowing from
the Banks unless the loans are secured by various types of collateral. Further,
such secured loans, other transactions and investments by any of the Banks are
generally limited in amount as to the Company and as to each of such other
affiliates to 10% of such Bank's capital and surplus and as to the Company and
all of such other affiliates to an aggregate of 20% of such Bank's capital and
surplus. In addition, payment of dividends to the Company by the subsidiary
banks is subject to ongoing review by banking regulators and is subject to
various statutory limitations and in certain circumstances requires approval by
banking regulatory authorities.
The Company was incorporated under Delaware law in 1929 and has functioned
as a multi-bank holding company since that time. Its principal executive offices
are located at First Bank Place, 601 Second Avenue South, Minneapolis, Minnesota
55402-4302 (telephone (612) 973-1111). For further information concerning the
Company, see the Company documents incorporated by reference herein as described
under "Incorporation of Certain Documents by Reference."
ASSUMPTION OF WARRANTS
On March 25, 1994, the Company acquired Boulevard Bancorp, Inc.
("Boulevard") pursuant to the terms of the Merger Agreement. The Warrants were
originally issued in 1984 by Boulevard as warrants to purchase Boulevard Common
Stock in connection with Boulevard's acquisition of First National Bank of Des
Plaines. Pursuant to the terms of the Warrants, upon the acquisition of
Boulevard by the Company, the Warrants were deemed modified so as to provide for
the purchase of shares of Common Stock of the Company. This prospectus is being
distributed to holders of the Warrants and relates to the Shares issuable upon
exercise of the Warrants.
-3-
<PAGE>
USE OF PROCEEDS
Assuming all of the Warrants are exercised, the Company will receive
proceeds of $7,863,634, before deducting expenses payable by the Company
estimated at $14,000. The net proceeds to the Company from the sale of any
shares of Common Stock sold upon exercise of the Warrants will be used for
working capital and other general corporate purposes.
DESCRIPTION OF WARRANTS AND
PLAN OF DISTRIBUTION
GENERAL
The Shares offered hereby are being offered by the Company to holders of
Warrants. See "Assumption of Warrants." Such Shares will be offered directly by
the Company rather than through the selling efforts of an underwriter or
placement agent. The Warrants entitle the holders thereof to purchase Shares at
an exercise price of $13.77 per share, subject to adjustment under certain
circumstances, for cash or the surrender, under certain circumstances, of
Boulevard 8% Subordinated Debentures Due October 31, 1994 (the "Debentures").
The Warrants terminate at 5:00 p.m. Central Time on October 31, 1994. The
Warrants can be exercised by surrendering the Warrant and related exercise form
to the Company accompanied by payment of the exercise price for each Share as to
which the Warrant is being exercised. A certificate or certificates representing
such shares will be issued by the Company following the time of exercise. The
date of exercise of any Warrant will be the date the Warrant and related
exercise form is duly presented to the Company accompanied by payment of the
exercise price. The Company has reserved a sufficient number of Shares for
issuance upon exercise of the Warrants.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
Under presently existing provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), Treasury Regulations promulgated thereunder, applicable
judicial decisions and administrative rulings, all of which are subject to
change, which changes may be retroactive, the federal income tax consequences
described below may arise in connection with an exercise of Warrants. Due to the
complexity of the Code, the following statements are merely statements of
general tax principles and likely tax consequences to the extent presently
determinable, and such statements may not be authoritative in individual cases
or where special rules may apply. An investor should consult his or her own tax
advisor concerning this offering. Investors should also consult their own tax
advisors as to the tax treatment arising from the application of foreign, state,
and local tax laws and regulations.
SALE OF WARRANTS
Upon a sale of Warrants, a holder thereof will recognize long-term or
short-term capital gain or loss, depending upon whether the holding period
therefor is more or less than six months, assuming such a holder is not a dealer
in Warrants and the Common Stock of the Company is, or would be when acquired, a
capital asset in the hands of the holder. The amount of gain or loss will be the
difference between the amount realized and the tax basis, as adjusted, of the
Warrants sold. The redemption of a Warrant may also be considered a sale or
exchange so that any gain or loss recognized as a result thereof may also be a
capital gain or loss. Any loss realized by a holder of a Warrant due to the
failure to exercise prior to the expiration date will be treated as a capital
loss.
Please note that as a result of the conversion of the Warrants from
warrants to acquire Common Stock of Boulevard into warrants to acquire Common
Stock of the Company, Warrantholders may be deemed to have recognized gain or
loss equal to the difference, if any, between the Warrantholder's tax
-4-
<PAGE>
basis in such Warrants and the fair market value thereof immediately after the
change in the terms of the Warrants. Warrantholders are urged to consult with
their own tax advisors with respect to this matter. If such conversion is
taxable as a deemed exchange, then a Warrantholder's tax basis therein will be
equal to such fair market value.
EXERCISE OF WARRANTS
Generally, a holder of Warrants will not recognize any gain or loss on the
purchase of Shares for cash upon exercise of the Warrants. The tax basis of the
shares received will be equal to the tax basis, as adjusted, in the Warrants so
exercised, plus the cash exercise price. The holding period of the Shares
received upon exercise of a Warrant for cash will not include the period during
which the Warrant was held; it shall commence only upon the exercise date of the
Warrant.
A holder of a Debenture may, under certain circumstances, surrender the
Debenture to the Company and apply the principal amount to the exercise of a
Warrant. Provided the Debenture is a capital asset in the hands of a holder, the
surrender should be treated as a retirement of the Debenture by the Company.
Accordingly, a holder would recognize capital gain or loss equal to the
difference between the amount realized upon such retirement and the holder's tax
basis in the Debenture. The amount realized is expected to be equal to the
principal amount of the Debenture. Because there is no authority directly on
point, alternative analyses are possible, including that (i) the amount realized
upon such retirement must be determined by reference to the fair market value of
the Debenture at that time, (ii) gain must be recognized in an amount equal to
the difference between the fair market value of the Shares received and the sum
of the tax basis of the Debenture surrendered and the tax basis of the Warrant
exercised, or (iii) no gain or loss is recognized upon a non-taxable conversion
of Debentures and Warrants into Shares. The tax basis of the Shares acquired
upon an exercise of a Warrant in this fashion will equal the sum of the amount
considered realized plus the tax basis as adjusted in the Warrant so exercised.
Section 305 of the Code and the applicable Treasury Regulations provide
that in certain circumstances a change in the exercise price for the Warrants
will be treated as a deemed distribution of an increased interest in the assets
or earnings and profits of the Company which, in turn, will produce ordinary
dividend income for a holder of Warrants. The amount of such deemed dividend
will be equal to the fair market value of any additional shares of Company
Common Stock (and cash in lieu of fractional shares) received as a result of the
change in the exercise price of the Warrants. In certain other circumstances,
Section 305 of the Code and the applicable Treasury Regulations provide that the
absence of appropriate adjustments in the conversion price for the Warrants will
produce dividend income for the holders of the Company Common Stock.
OTHER TAX CONSEQUENCES
No advice has been received as to local, income, franchise, personal
property or other taxation in any state or locality or as to the tax effect of
ownership of Warrants in any state or locality. Warrantholders are advised to
consult their own tax advisors with respect to any state or local income,
franchise, personal property or other tax consequences arising out of their
ownership of Warrants.
THE DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE
IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING
UPON A WARRANTHOLDER'S PARTICULAR TAX SITUATION. WARRANTHOLDERS SHOULD CONSULT
THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE
PURCHASE, OWNERSHIP AND DISPOSITION OF WARRANTS, INCLUDING THE TAX CONSEQUENCES
UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF
CHANGES IN FEDERAL OR OTHER TAX LAWS.
-5-
<PAGE>
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1993 have
been audited by Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Dorsey & Whitney, 220 South Sixth Street, Minneapolis, Minnesota
55402. The Dorsey & Whitney firm and certain of its members are indebted to and
have other banking and trust relationships with certain banking subsidiaries of
the Company.
-6-
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee. . . . . . . . . . . $ 2,712
Accounting Fees and Expenses. . . . . . . 4,500
Legal Fees and Expenses . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . 1,788
------
Total . . . . . . . . . . . . . . . $14,000
------
------
All fees and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with actions, suits or proceedings.
Article Ninth of the Company's Restated Certificate of Incorporation, as
amended, provides that a director shall not be personally liable to the Company
or its stockholders for monetary damages for a breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under the Delaware statutory provision making directors personally
liable for unlawful payment of dividends or unlawful stock repurchases or
redemptions or (iv) for any transaction from which the directors derived an
improper personal benefit.
The Bylaws of the Company provide that the officers and directors of the
Company shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time. Expenses incurred by
officers and directors in defending actions, suits, or proceedings may be paid
by the Company in advance of any final disposition if such officer or director
agrees to repay such amounts if it is ultimately determined that he or she is
not entitled to be indemnified under Delaware law.
The Company maintains a standard policy of officers' and directors'
insurance.
ITEM 16. LIST OF EXHIBITS
4.1 Specimen certificate representing the Common Stock of the Company
(incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3, dated January 7, 1991, File No.
33-38268).
4.2 Restated Certificate of Incorporation of the Company, as amended to
date (incorporated by reference to Exhibit 3A to the Company's
Annual Report on Form 10-K for the year ended December 31, 1989,
File No. 1-6880).
4.3 Certificate of Designation for First Bank System, Inc. Series 1990A
Preferred Stock. (Incorporated by reference to Exhibit 4.4 to
Amendment No. 1 to the Company's Registration Statement on Form S-3,
File No. 33-42650).
II-1
<PAGE>
4.4 Certificate of Designation for First Bank System, Inc. Series 1991A
Convertible Preferred Stock. (Incorporated by reference to Exhibit
4.3 to the Company's Registration Statement on Form S-4, File No.
33-50700).
4.5 Bylaws of the Company, as amended to date (incorporated by reference
to Exhibit 3B to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, File No. 1-6880).
4.6 Rights Agreement dated as of December 21, 1988 between the Company
and Morgan Shareholder Services Trust Company (now known as First
Chicago Trust Company of New York) (incorporated by reference to
Exhibit 1 to the Company's Current Report on Form 8-K filed January
5, 1989, File No. 1-6880).
4.7 Amendment No. 1, dated as of May 30, 1990, to Rights Agreement
(incorporated by reference to Exhibit 4(a) to the Company's Current
Report on Form 8-K dated June 5, 1990, File No. 1-6880).
4.8 Amendment No. 2, dated as of February 17, 1993, to Rights Agreement
(incorporated by reference to Exhibit 4(a) to the Company's Current
Report on Form 8-K filed March 1, 1993, File No. 1-6880).
4.9 Stock Purchase Agreement, dated as of May 30, 1990, among Corporate
Partners, L.P., Corporate Offshore Partners, L.P., The State Board
of Administration of Florida and First Bank System, Inc. (without
exhibits). (Incorporated by reference to Exhibit 4.8 to Amendment
No. 1 to the Company's Registration Statement on Form S-3, File No.
33-42650).
4.10 First Amendment, dated as of June 30, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore
Partners, L.P., The State Board of Administration of Florida and
First Bank System, Inc. (Incorporated by reference to Exhibit 4.9 to
Amendment No. 1 to the Company's Registration Statement on Form S-3,
File No. 33-42650).
4.11 Second Amendment, dated as of July 18, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore
Partners, L.P., The State Board of Administration of Florida and
First Bank System, Inc. (Incorporated by reference to Exhibit 4.10
to Amendment No. 1 to the Company's Registration Statement on Form
S-3, File No. 33-42650).
4.12 Stock Purchase Agreement, dated as of May 30, 1990, between The
State Board of Administration of Florida and First Bank System, Inc.
(without exhibits). (Incorporated by reference to Exhibit 4.11 to
Amendment No. 1 to the Company's Registration Statement on Form S-3,
File No. 33-42650).
4.13 Form of Periodic Stock Purchase Right. (Incorporated by reference to
Exibit 4.12 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.14 Form of Risk Event Warrant. (Incorporated by reference to Exhibit
4.13 to Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.15 Registration Rights Agreement, dated as of July 18, 1990, among
Corporate Partners, L.P., Corporate Offshore Partners, L.P., The
State Board of Administration of Florida
II-2
<PAGE>
and First Bank System, Inc. (Incorporated by reference to
Exhibit 4.14 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.16 Registration Rights Agreement, dated as of July 18, 1990, between
The State Board of Administration of Florida and First Bank System,
Inc. (Incorporated by reference to Exhibit 4.14 to Amendment No. 1
to the Company's Registration Statement on Form S-3, File No.
33-42650).
5 Opinion of Dorsey & Whitney regarding legality.
23.1 Consent of Ernst & Young.
23.2 Consent of Dorsey & Whitney (included in Exhibit 5 to this
Registration Statement).
24 Powers of Attorney.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change to such information in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change in the information set forth in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration
III-3
<PAGE>
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on April 28, 1994.
FIRST BANK SYSTEM, INC.
By /s/ John F. Grundhofer
--------------------------
John F. Grundhofer
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Name Title
---- -----
/s/ John F. Grundhofer Chairman of the Board, President
- ------------------------- Chief Executive Officer and Director
John F. Grundhofer (principal executive officer)
/s/ Richard A. Zona Vice Chairman and Chief
- ------------------------- Financial Officer (principal
Richard A. Zona financial officer)
/s/ Susan E. Lester Executive Vice President and Controller
- ------------------------- (principal accounting officer)
Susan E. Lester
*
- -------------------------
Coleman Bloomfield Director
*
- -------------------------
Roger L. Hale Director
*
- -------------------------
Delbert W. Johnson Director
*
- -------------------------
John H. Kareken Director
*
- -------------------------
Richard L. Knowlton Director
*
- -------------------------
Kenneth A. Macke Director
*
- -------------------------
Thomas F. Madison Director
*
- -------------------------
Marilyn C. Nelson Director
II-5
<PAGE>
Name Title
---- -----
*
- -------------------------
Will F. Nicholson, Jr. Director
*
- -------------------------
Nicholas R. Petry Director
*
- -------------------------
Edward J. Phillips Director
*
- -------------------------
James J. Renier Director
*
- -------------------------
S. Walter Richey Director
*
- -------------------------
Richard L. Robinson Director
*
- -------------------------
Richard L. Schall Director
*
- -------------------------
Lyle E. Schroeder Director
/s/ Susan E. Lester Dated: April 28, 1994
- -------------------------
Susan E. Lester
*Attorney-in-fact
II-6
<PAGE>
Exhibit 5
April 28, 1994
First Bank System, Inc.
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55480
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 that you intend
to file with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, for the purpose of registering an aggregate of 571,070
shares (the "Shares") of the Company's Common Stock, par value $1.25 per share.
We have examined such documents as we have considered necessary for the purposes
of this opinion. In rendering this opinion, we have assumed for purposes of this
opinion that the Shares will be issued as described in the Registration
Statement.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor as described
in the Registration Statement will be, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to this firm under the caption
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Very truly yours,
DORSEY & WHITNEY
LRM/pfc
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of First Bank System,
Inc. for the registration of 571,070 shares of its common stock and to the
incorporation by reference therein of our report dated January 13, 1994, with
respect to the consolidated financial statements of First Bank System, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
ERNST & YOUNG
Minneapolis, Minnesota
April 29, 1994
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael J. O'Rourke, Richard A.
Zona and Susan E. Lester, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities to sign a Registration Statement on Form S-3 of First
Bank System, Inc., and any and all amendment thereto, including post-effective
amendments, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or the substitutes for such
attorneys-in-fact and agents, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
- --------- ----- -----
/s/ John F. Grundhofer Chairman, President, April 28, 1994
- ------------------------- Chief Executive Officer
John F. Grundhofer and Director
/s/ Coleman Bloomfield Director April 28, 1994
- -------------------------
Coleman Bloomfield
/s/ Roger L. Hale Director April 28, 1994
- -------------------------
Roger L. Hale
/s/ Delbert W. Johnson Director March 28, 1994
- -------------------------
Delbert W. Johnson
/s/ John H. Kareken Director March 22, 1994
- -------------------------
John H. Kareken
Director
- -------------------------
Richard L. Knowlton
<PAGE>
/s/ Kenneth A. Macke Director April 28, 1994
- -------------------------
Kenneth A. Macke
Director
- -------------------------
Thomas F. Madison
/s/ Marilyn C. Nelson Director March 22, 1994
- -------------------------
Marilyn C. Nelson
/s/ Will F. Nicholson, Jr. Director April 28, 1994
- -------------------------
Will F. Nicholson, Jr.
/s/ Nicholas R. Petry Director March 23, 1994
- -------------------------
Nicholas R. Petry
/s/ Edward J. Phillips Director March 22, 1994
- -------------------------
Edward J. Phillips
Director
- -------------------------
James J. Renier
/s/ S. Walter Richey Director April 28, 1994
- -------------------------
S. Walter Richey
/s/ Richard L. Robinson Director April 28, 1994
- -------------------------
Richard L. Robinson
/s/ Richard L. Schall Director March 22, 1994
- -------------------------
Richard L. Schall
/s/ Lyle E. Schroeder Director March 22, 1994
- -------------------------
Lyle E. Schroeder
