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FORM 8-A/A-3
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 TO REGISTRATION STATEMENT
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
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FIRST BANK SYSTEM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 41-0255900
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
601 Second Avenue, Minneapolis, Minnesota 55402-4302
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Rights to Purchase New York Stock Exchange
Preferred Stock
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instructions A.(c)(1), please check
the following box. [_]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Securities to be Registered.
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The response to Item 1 is hereby amended by adding the following paragraphs
and the attached exhibit.
On November 5, 1995, the Board of Directors of First Bank System, Inc. (the
"Company") authorized the execution of Amendment No. 3 to Rights Agreement (the
"Amendment"), dated November 9, 1995, between the Company and First Chicago
Trust Company of New York (formerly Morgan Shareholder Services Trust Company)
(the "Rights Agent"), which amended the Rights Agreement, dated as of December
21, 1988, between the Company and the Rights Agent, as amended by Amendment No.
1 to Rights Agreement, dated as of May 30, 1990, and by Amendment No. 2 to
Rights Agreement, dated as of February 17, 1993 (such agreement, as so amended,
the "Rights Agreement"). The amendments to the Rights Agreement set forth in
the Amendment are described below. The Rights Agreement, as amended by the
Amendment, sets forth the description and the terms of the rights held by
holders of the Company's common stock, par value $1.25 per share, to purchase
one one-hundredth share of Junior Participating Preferred Stock. Terms used
herein but not defined herein have the meanings ascribed to them in the Rights
Agreement.
Section 1(a) of the Rights Agreement was amended by modifying the
definition of "Acquiring Person" to exclude from such definition First
Interstate Bancorp, a Delaware corporation ("First Interstate"), and its
Affiliates and Associates (each, a "First Interstate Party"), but only if and
for so long as (1) First Interstate is in compliance with all material terms,
conditions and obligations imposed upon it by the Agreement and Plan of Merger,
dated as of November 5, 1995, by and among the Company, Eleven Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of the Company, and
First Interstate, as the same may be amended from time to time (the "Merger
Agreement"), and the Stock Option Agreement, dated November 5, 1995, between
First Interstate, as grantee, and the Company, as issuer, as the same may be
amended from time to time (the "Parent Stock Option Agreement"), and (2) no
First Interstate Party is the Beneficial Owner of any Common Shares of the
Company then outstanding other than: (a) Common Shares of the Company of which
any First Interstate Party is or becomes the Beneficial Owner by reason of the
approval, execution or delivery of the Merger Agreement or the Parent Stock
Option Agreement or by reason of the consummation of any transaction
contemplated in the Merger Agreement, the Parent Stock Option Agreement or both;
(b) Common Shares of the Company of which any First Interstate Party is the
Beneficial Owner on November 9, 1995; (c) Common Shares of the Company of which
any First Interstate Party becomes the Beneficial Owner after November 9, 1995;
provided, that the aggregate number of Common Shares of the Company which may be
Beneficially Owned by the First Interstate Parties pursuant to this clause (c)
shall not exceed 5% of the Common Shares of the Company outstanding; (d) Common
Shares of the Company acquired in satisfaction of debts contracted prior to
November 9, 1995, by any First Interstate Party in good faith in the ordinary
course of such First Interstate Party's banking business; (e) Common Shares of
the Company held by any First Interstate Party in a bona fide fiduciary or
depository capacity; and (f) Common
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Shares of the Company owned in the ordinary course of business by either (i) an
investment company registered under the Investment Company Act of 1940, as
amended, or (ii) an investment account, for either of which any First Interstate
Party acts as investment advisor.
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment, which is
attached hereto as an exhibit and incorporated herein by reference.
Item 2. Exhibits.
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The following exhibit is filed with this Form 8-A/A-3 Amendment to
Registration Statement on Form 8-A:
Exhibit No. Description
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1 Amendment No. 3 to Rights Agreement, dated November 9, 1995,
between First Bank System, Inc. and First Chicago Trust Company of
New York, as Rights Agent. (Incorporated by reference to Exhibit
4.1 to the registrant's Current Report on Form 8-K, dated November
15, 1995, File No. 1-6880.)
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST BANK SYSTEM, INC.
/s/ David J. Parrin
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David J. Parrin
Senior Vice President and Controller
Dated: November 15, 1995
