<PAGE>
As filed with the Securities and Exchange Commission on January 4, 1995
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 P.L.L.P.
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]
<TABLE>
<CAPTION>
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
- ------------------------- ------------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock
($1.25 par value) 89,676(1) $6.94 $622,352 $215
======================================================================================
</TABLE>
(1) Represents the number of shares of Common Stock initially purchasable upon
exercise of warrants. This registration statement also includes such
indeterminate number of additional shares of Common Stock as may be
issuable upon exercise of warrants as a result of antidilution provisions
contained therein.
------------------------------------
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>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, dated January 4, 1995
PROSPECTUS
FIRST BANK SYSTEM, INC.
__________
89,676 SHARES
OF
COMMON STOCK
($1.25 PAR VALUE)
__________
This Prospectus relates to an aggregate of 89,676 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" or "FBS"), reserved for
issuance upon exercise of warrants (the "Warrants") that were assumed by the
Company on January ___, 1995 in connection with the Agreement of Merger and
Consolidation, dated July 21, 1994 (the "Merger Agreement"), by and between
Metropolitan Financial Corporation, a Delaware corporation ("MFC"), and the
Company. The Warrants entitle the holders thereof to purchase Shares at an
exercise price of $6.94 per share until the expiration of the Warrants at 4:00
p.m. Minneapolis, Minnesota time on November 20, 2000. Assuming all of the
Warrants are exercised, the Company will receive proceeds in the amount of
$622,352 before deducting expenses payable by the Company estimated at $11,000.
The Common Stock is traded on the New York Stock Exchange. On January 3,
1995, the closing price of the Common Stock on the New York Stock Exchange was
$33.625 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.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS
OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
BANK INSURANCE FUND, SAVINGS ASSOCIATION INSURANCE FUND
OR ANY OTHER GOVERNMENTAL AGENCY.
_______________
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 January _____, 1995.
<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"). Reports, proxy
statements and other information concerning 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.
The Company has filed a registration statement on Form S-3 (together with
all amendments and exhibits thereto, including documents and information
incorporated by reference, the "Registration Statement") with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the Shares. This Prospectus does not contain all the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement. Statements contained in
this Prospectus as to the contents of any document are not necessarily complete,
and in each instance reference is made to such document itself, each such
statement being qualified in all respects by such reference.
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: (i) the
Company's Annual Report on Form 10-K for the year ended December 31, 1993; (ii)
the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994, June 30, 1994 and September 30, 1994; (iii) the Company's Current Reports
on Form 8-K filed January 18, 1994, March 22, 1994, April 20, 1994, July 6,
1994 and August 5, 1994; (iv) the Company's Current Reports on Form 8-K/A filed
September 9, 1994, November 14, 1994 and December 8, 1994 (amending the Current
Report on Form 8-K filed August 5, 1994); and (v) the description of the
Company's Common Stock contained in Item 1 of the Company's 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 that Form 8-A/A-2 dated October 6,
1994, and any amendment or report filed for the purpose of updating such
description filed subsequent to the date of this Prospectus 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
Prospectus 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
-2-
<PAGE>
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
(excluding exhibits unless specifically incorporated therein). Requests for
such 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.
GENERAL
The Company is a regional bank holding company headquartered in
Minneapolis, Minnesota. The Company is comprised of 9 banks, and several trust
and nonbank subsidiaries with 225 offices primarily in Minnesota, Colorado,
Illinois, Montana, North Dakota, South Dakota and Wisconsin. 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 September 30,
1994, the Company and its consolidated subsidiaries had consolidated assets of
$26.3 billion, consolidated deposits of $18.8 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 $14.3 billion at September 30,
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 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 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."
RECENT DEVELOPMENT
On July 21, 1994, the Company signed a definitive agreement to acquire MFC,
a publicly held regional thrift holding company organized as the parent of
Metropolitan Federal Bank, fsb, a federally chartered stock savings bank
headquartered in Fargo, North Dakota. On January ____, 1995, the Company
completed the acquisition of MFC pursuant to a merger of MFC with and into the
-3-
<PAGE>
Company (the "Merger"). At September 30, 1994, MFC and its consolidated
subsidiaries had consolidated assets of $8.1 billion, consolidated deposits of
$5.5 billion and shareholders' equity of $497.7 million. See "Incorporation of
Certain Documents by Reference."
ASSUMPTION OF WARRANTS
On January ___, 1995, the Company acquired MFC pursuant to the terms of
the Merger Agreement. The Warrants were originally issued in November 1990 by
MFC in a public offering of units consisting of one share of MFC's $2.875
Cumulative Perpetual Preferred Stock, Series B, and one Warrant to purchase MFC
common stock. Prior to the Merger, each Warrant entitled the holder thereof to
purchase 1.32 shares of MFC's common stock. Pursuant to the Merger Agreement,
all of the Warrants were assumed by the Company at the effective time of the
Merger and the Company is required to enter into a supplemental warrant
agreement to the Warrant Agreement, dated as of November 20, 1990 (the "Warrant
Agreement"), between MFC and American Stock Transfer and Trust Company, as
warrant agent (the "Warrant Agent"). Each Warrant is deemed to constitute an
option to acquire, on the same terms and conditions as were applicable under
such Warrant prior to the Merger, the same number of shares of the Company's
Common Stock as the holder of such Warrant would have been entitled to receive
pursuant to the Merger had such holder exercised their Warrant in full
immediately prior to the effective time of the Merger, at a price of $6.94 per
share of FBS Common Stock (such price per share being equal to (x) the exercise
price for the shares of MFC common stock otherwise purchasable pursuant to such
Warrant divided by (y) the number of full shares of the Company's Common Stock
deemed purchasable pursuant to such Warrant). The exercise price for FBS Common
Stock under the Warrants is subject to certain adjustments pursuant to the terms
of the Warrant Agreement. The Company has taken all corporate action necessary
to reserve for issuance a sufficient number of shares of FBS Common Stock for
delivery upon exercise of the Warrants assumed by it. This prospectus is being
distributed to holders of the Warrants and relates to the Shares issuable upon
exercise of the Warrants.
USE OF PROCEEDS
Assuming that all of the Warrants are exercised, the Company will receive
proceeds of approximately $622,352, before deducting expenses payable by the
Company estimated at $11,000. The net proceeds to the Company from the sale of
any Shares upon exercise of the Warrants will be used for working capital and
other general corporate purposes.
DESCRIPTION OF WARRANTS AND
PLAN OF DISTRIBUTION
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, without the use of an underwriter or placement agent. The
Warrants entitle the holders thereof to purchase Shares at an exercise price of
$6.94 per Share, subject to adjustment under certain circumstances, payable in
cash or by check, bank draft or money order. The Warrants terminate at 4:00
p.m. Minneapolis, Minnesota time on November 20, 2000. A Warrant can be
exercised by surrendering the certificate representing the Warrant and the
related Form of Exercise to Purchase to the Warrant Agent accompanied by payment
of the exercise price for each Share as to which the Warrant is being exercised
(together with an amount equal to any applicable transfer taxes and, if
requested by the Company, any other taxes or governmental charges that the
Company may be required by law to collect in respect of such exercise and any
other charges required by the Warrants). A certificate or certificates
representing the Shares purchased 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 Form of Election to Purchase is duly presented to the
Warrant Agent accompanied by payment of the exercise price.
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<PAGE>
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, including changes that may be retroactive, the federal income tax
consequences described below may arise in connection with the 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, the 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 that the 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.
As a result of the conversion of the Warrants from warrants to acquire
shares of the common stock of MFC into warrants to acquire Common Stock of the
Company, Warrant holders may be deemed to have recognized gain or loss equal to
the difference, if any, between the Warrant holder's tax basis in such Warrants
and the fair market value thereof immediately after the change in the terms of
the Warrants. Warrant holders 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 Warrant holder'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, but will commence only upon the exercise date of the
Warrant.
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 that, 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 the Company's
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's Common Stock.
-5-
<PAGE>
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. Warrant holders 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 TO A
WARRANT HOLDER'S PARTICULAR TAX SITUATION. WARRANT HOLDERS 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.
EXPERTS
The consolidated financial statements of FBS appearing in FBS's Annual
Report on Form 10-K for the year ended December 31, 1993 have been audited by
Ernst & Young LLP, 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.
The consolidated financial statements of MFC appearing in MFC's Annual
Report on Form 10-K for the year ended December 31, 1993, and appearing in the
Current Report on Form 8-K of FBS filed August 5, 1994 as amended by the Current
Reports on Form 8-K/A of FBS filed September 9, 1994, November 14, 1994 and
December 8, 1994, have been audited by Ernst & Young LLP, 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 P.L.L.P., 220 South Sixth Street, Minneapolis,
Minnesota 55402. The Dorsey & Whitney P.L.L.P. 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
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee............................... $ 215
Accounting Fees and Expenses....................... 4,500
Legal Fees and Expenses............................ 5,000
Miscellaneous...................................... 1,285
-------
Total......................................... $11,000
=======
</TABLE>
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
Under Delaware law, the directors and officers of First Bank System, Inc.
(the "Company") are entitled, under certain circumstances, to be indemnified by
the Company against all expenses and liabilities incurred or imposed upon them
as a result of suits brought against them as such directors and officers, if
they act in good faith and in a manner they reasonably believe to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, have no reasonable cause to believe their conduct was
unlawful, except that no indemnification shall be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the Company, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonably entitled to be indemnified for such
expenses which such court shall deem proper. Any such indemnification may be
made by the Company only as authorized in each specific case upon a
determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable
statutory standard of conduct.
Article Ninth of the Company's Restated Certificate of Incorporation, as
amended, provides that a director shall not be 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 provisions making directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions or (iv) for any
transaction from which the director derived an improper personal benefit.
The Bylaws of the Company provide that the officers and directors of the
Company and certain others shall be indemnified substantially to the same extent
as permitted by Delaware Law.
The Company maintains a standard policy of officers' and directors'
liability 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).
II-1
<PAGE>
4.2 Restated Certificate of Incorporation of the Company, as amended to date
(incorporated by reference to Exhibit 2.1 to the Company's Form 8-A/A-2,
dated October 6, 1994, 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).
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 Certificate of Designation for First Bank System, Inc. Series A Junior
Participating Preferred Stock, as amended. (Incorporated by reference to
Exhibit 2.4 to the Registrant's Form 8-A/A-2 dated October 6, 1994, File
No. 1-6880.)
4.6 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).
4.7 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).
4.8 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).
4.9 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).
4.10 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).
4.11 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).
4.12 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).
4.13 Stock Purchase Agreement, dated as of May 30, 1990, between The State Board
of Administration of Florida and First Bank System, Inc. (without
exhibits).
II-2
<PAGE>
(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).
4.14 Form of Periodic Stock Purchase Right. (Incorporated by reference to
Exhibit 4.12 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.15 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).
4.16 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 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).
4.17 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).
5.1 Opinion of Dorsey & Whitney P.L.L.P. regarding legality.
23.1 Consent of Ernst & Young LLP (relating to the financial statements of
First Bank System, Inc.).
23.2 Consent of Ernst & Young LLP (relating to the financial statements of
Metropolitan Financial Corporation).
23.3 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5.1 to this
Registration Statement).
24.1 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
II-3
<PAGE>
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 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 January 4, 1995.
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
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
- -------------------------------------------- January 4, 1995
John F. Grundhofer,
Chairman, President, Chief Executive Officer
and Director (principal executive officer)
/s/ RICHARD A. ZONA
- -------------------------------------------- January 4, 1995
Richard A. Zona,
Vice Chairman and Chief Financial
Officer (principal financial officer)
/s/ DAVID J. PARRIN
- -------------------------------------------- January 4, 1995
David J. Parrin,
Senior Vice President and Controller
(principal accounting officer)
- -------------------------------------------
Coleman Bloomfield, Director
*
- ------------------------------------------- January 4, 1995
Roger L. Hale, Director
*
- ------------------------------------------- January 4, 1995
Delbert W. Johnson, Director
II-5
<PAGE>
*
- ------------------------------------------- January 4, 1995
John H. Kareken, Director
*
- ------------------------------------------- January 4, 1995
Richard L. Knowlton, Director
*
- ------------------------------------------- January 4, 1995
Kenneth A. Macke, Director
*
- ------------------------------------------- January 4, 1995
Marilyn C. Nelson, Director
*
- ------------------------------------------- January 4, 1995
Will F. Nicholson, Jr., Director
*
- ------------------------------------------- January 4, 1995
Nicholas R. Petry, Director
*
- ------------------------------------------- January 4, 1995
Edward J. Phillips, Director
*
- ------------------------------------------- January 4, 1995
James J. Renier, Director
- -------------------------------------------
S. Walter Richey, Director
*
- ------------------------------------------- January 4, 1995
Richard L. Robinson, Director
*
- ------------------------------------------- January 4, 1995
Richard L. Schall, Director
*
- ------------------------------------------- January 4, 1995
Lyle E. Schroeder, Director
* By /s/ DAVID J. PARRIN
---------------------------------------
David J. Parrin,
Pro se and as Attorney-in-Fact
II-6
<PAGE>
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 2.1 to the Company's Form
8-A/A-2, dated October 6, 1994, 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).
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 Certificate of Designation for First Bank System, Inc. Series A Junior
Participating Preferred Stock, as amended. (Incorporated by reference
to Exhibit 2.4 to the Registrant's Form 8-A/A-2 dated October 6, 1994,
File No. 1-6880.)
4.6 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).
4.7 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).
4.8 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).
4.9 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).
4.10 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).
4.11 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).
4.12 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).
4.13 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).
4.14 Form of Periodic Stock Purchase Right. (Incorporated by reference to
Exhibit 4.12 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.15 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).
4.16 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 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).
4.17 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).
5.1 Opinion of Dorsey & Whitney P.L.L.P. regarding legality.
23.1 Consent of Ernst & Young LLP (relating to the financial statements of
First Bank System, Inc.).
23.2 Consent of Ernst & Young LLP (relating to the financial statements of
Metropolitan Financial Corporation).
23.3 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5.1 to this
Registration Statement).
24.1 Powers of Attorney.
<PAGE>
Exhibit 5.1
[Letterhead of Dorsey & Whitney P.L.L.P.]
January 4, 1995
First Bank System, Inc.
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to First Bank System, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-3 (the "Registration Statement") relating to 89,676 shares (the "Shares") of
the Company's common stock, $1.25 par value (the "Common Stock"). In rendering
this opinion, we have assumed for purposes of this opinion that the Shares will
be issued as described in the Registration Statement.
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties, and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
<PAGE>
First Bank System, Inc.
January 4, 1995
Page 2
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.
Our opinions expressed above are limited to the Delaware General
Corporation Law.
We hereby consent to your filing of this opinion as an exhibit to the
Registration Statement, and to the reference to this firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Very truly yours,
/s/ Dorsey & Whitney P.L.L.P.
<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 89,676 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.
/s/ Ernst & Young LLP
January 3, 1995
<PAGE>
Exhibit 23.2
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 89,676 shares of its common stock and to the
incorporation by reference therein of our report dated January 19, 1994, with
respect to the consolidated financial statements of Metropolitan Financial
Corporation included in First Bank System, Inc.'s Current Report on Form 8-K
dated August 5, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
- ---------------------
Minneapolis, Minnesota
January 3, 1995
<PAGE>
EXHIBIT 24.1
------------
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 David J. Parrin, 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 amendments 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
--------- ----- ----
__________________________ Director, Chairman, ________, 1994
John F. Grundhofer President and Chief
Executive Officer
__________________________ Vice Chairman and ________, 1994
Richard A. Zona Chief Financial Officer
(principal financial
officer)
__________________________ Senior Vice President ________, 1994
David J. Parrin and Controller
(principal accounting
officer)
__________________________ Director ________, 1994
Coleman Bloomfield
/s/ ROGER L. HALE Director December 12, 1994
__________________________
Roger L. Hale
/s/ DELBERT W. JOHNSON Director December 9, 1994
__________________________
Delbert W. Johnson
<PAGE>
/s/ JOHN H. KAREKEN
- --------------------------- Director December 9, 1994
John H. Kareken
/s/ RICHARD L. KNOWLTON
- --------------------------- Director December 12, 1994
Richard L. Knowlton
/s/ KENNETH A. MACKE
- --------------------------- Director December 10, 1994
Kenneth A. Macke
/s/ MARILYN C. NELSON
- --------------------------- Director December 12, 1994
Marilyn C. Nelson
/s/ WILL F. NICHOLSON, JR.
- --------------------------- Director December 12, 1994
Will F. Nicholson, Jr.
/s/ NICHOLAS R. PETRY
- --------------------------- Director December 9, 1994
Nicholas R. Petry
/s/ EDWARD J. PHILLIPS
- --------------------------- Director December 8, 1994
Edward J. Phillips
/s/ JAMES J. RENIER
- --------------------------- Director December 12, 1994
James J. Renier
- --------------------------- Director --------, 1994
S. Walter Richey
/s/ RICHARD L. ROBINSON
- --------------------------- Director December 9, 1994
Richard L. Robinson
/s/ RICHARD L. SCHALL
- --------------------------- Director December 12, 1994
Richard L. Schall
/s/ LYLE E. SCHROEDER
- --------------------------- Director December 9, 1994
Lyle E. Schroeder
-2-
