<PAGE>
As filed with the Securities and Exchange Commission on August 30, 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)
Copy to:
Michael J. O'Rourke Lee R. Mitau
First Bank System, Inc. Dorsey & Whitney P.L.L.P.
First Bank Place 220 South Sixth Street
601 Second Avenue South Minneapolis, Minnesota 55402
Minneapolis, Minnesota 55402-4302 (612) 340-2780
(612) 973-1111
(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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
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) 651,387 $44.8125 $29,190,279 $10,065.61
====================================================================================================
</TABLE>
* Estimated solely for purposes of computing the registration fee and based
upon the average of the high and low sales prices for such Common Stock on
August 24, 1995, as reported on the New York Stock Exchange.
-----------------------
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.
PROSPECTUS
FIRST BANK SYSTEM, INC.
----------
651,387 SHARES
OF
COMMON STOCK
($1.25 PAR VALUE)
----------
This Prospectus relates to an aggregate of 651,387 shares (the "Shares") of
Common Stock, par value $1.25 per share (the "Common Stock"), of First Bank
System, Inc., a Delaware corporation ("FBS" or the "Company"), that may be sold
from time to time by the stockholders named herein (the "Selling Stockholders").
See "Selling Stockholders." The Company will not receive any proceeds from the
sale of the Shares. The Company has agreed to pay the expenses of registration
of the Shares, including legal and accounting fees.
Any or all of the Shares may be offered from time to time in transactions
on the New York Stock Exchange, in brokerage transactions at prevailing market
prices or in transactions at negotiated prices. See "Plan of Distribution."
The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction, and any broker or dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.
The Common Stock is traded on the New York Stock Exchange. On August __,
1995, the closing price of the Common Stock as reported on the New York Stock
Exchange was $_____ 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 ________________, 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"). 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,
1994;
(b) the Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995 and June 30, 1995;
(c) the Current Reports on Form 8-K filed March 3, 1995 (as amended
by Amendment No. 1 on Form 8-K/A as filed March 7, 1995), April 13, 1995,
April 25, 1995, July 6, 1995 and August 18, 1995 (as amended by Amendment
No. 1 on Form 8-K/A as filed August 30, 1995);
(d) the Current Reports on Form 8-K/A filed February 13, 1995
(constituting Amendment No. 4 to the Current Report on Form 8-K filed
August 5, 1994);
(e) the description of the 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 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
(f) the description of the rights to purchase preferred stock
contained in Item 1 of the 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 (other
than certain exhibits to such documents). Requests for such copies should be
directed to Karin E. Glasgow, Investor Relations, First Bank System, Inc., First
Bank Place, 601 Second Avenue South, Minneapolis, Minnesota 55402-4302,
telephone number (612) 973-2264.
-3-
<PAGE>
FIRST BANK SYSTEM, INC.
FBS is a regional bank holding company headquartered in Minneapolis,
Minnesota. FBS is comprised of 8 banks, a savings association and other
financial companies with 349 offices, located primarily in the 11 states of
Minnesota, Colorado, Illinois, Montana, North Dakota, South Dakota, Wisconsin,
Iowa, Nebraska, Kansas and Wyoming. Through its subsidiaries, FBS provides
commercial and agricultural finance, consumer banking, trust, capital markets,
treasury management, investment management, data processing, leasing, mortgage
banking and brokerage services. At June 30, 1995, FBS and its consolidated
subsidiaries had consolidated assets of $33.5 billion, consolidated deposits of
$22.8 billion and shareholders' equity of $2.8 billion.
The subsidiary banks of FBS 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 $15.4 billion at June 30, 1995.
FBS is a legal entity separate and distinct from its banking and non-
banking affiliates. The principal sources of FBS's income are dividends,
interest and fees from FBNA and the other banking and non-banking affiliates.
The bank and thrift subsidiaries of FBS (the "Banks"), are subject to certain
restrictions imposed by federal law on any extensions of credit to, and certain
other transactions with, FBS and certain other affiliates; and on investments in
stock or other securities thereof. Such restrictions prevent FBS 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 FBS and as
to each of such other affiliates to 10% of such Bank's capital and surplus and
as to FBS and all of such other affiliates to an aggregate of 20% of such Bank's
capital and surplus. In addition, payment of dividends to FBS by the subsidiary
banks is subject to ongoing review by regulators and is subject to various
statutory limitations and in certain circumstances requires approval by
regulatory authorities.
FBS 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 FBS,
see the FBS documents incorporated by reference herein as described under
"Incorporation of Certain Documents by Reference."
-4-
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information as to the maximum number
of Shares that may be sold by each of the Selling Stockholders pursuant to this
Prospectus. As of July 31, 1995, Charles W. Durham also owned 10,000 shares of
the FBS's Common Stock.
<TABLE>
<CAPTION>
Maximum
Number
of Shares to be
Sold Pursuant to
Name this Prospectus
------------------------- ----------------
<S> <C>
Charles W. Durham(1)............................. 489,192
Durham Resources, Inc. of
Nebraska(2).................................... 162,195
</TABLE>
_________
(1) Does not include 162,195 shares held by Durham Resources, Inc. of Nebraska
("DRI"), of which entity Mr. Durham is Chairman and a majority shareholder.
See Note 2 below.
(2) Charles W. Durham holds 56% of the voting stock of DRI, and the remaining
44% of voting stock of DRI is held by Mr. Durham's family members.
The Selling Stockholders are the sole former shareholders of Southwest
Holdings, Inc. ("Southwest"). The Selling Stockholders acquired the Shares in
connection with the merger of Southwest with and into FBS (the "Merger").
Pursuant to the Merger, all of the outstanding shares of the common stock of
Southwest were converted into shares of FBS's Common Stock.
Prior to the Merger, Southwest was a registered bank holding company duly
organized under the laws of the State of Delaware, and its business consisted
primarily of the ownership, supervision, and control of Southwest Bank & Trust
Company of Omaha, a Nebraska state banking corporation and wholly owned
subsidiary of Southwest. Prior to the Merger, Charles W. Durham served as
Chairman of the Board of Directors of Southwest. However, Mr. Durham will not be
employed by or serve as a director of FBS following the Merger.
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Selling Stockholders for their
own accounts. The Company will not receive any proceeds from the sale of the
Shares pursuant to this Prospectus. The Company has agreed to pay the expenses
of registration of the Shares, including legal and accounting fees.
The Selling Stockholders may offer and sell the Shares from time to time in
transactions on the New York Stock Exchange, in brokerage transactions at
prevailing market prices or in transactions at negotiated prices. Sales may be
made to or through brokers or dealers who may receive compensation in the form
of discounts, concessions or commissions from the Selling Stockholders or the
purchasers of Shares for whom such brokers or dealers may act as agent or to
whom they may sell as principal, or both. As of the date of this Prospectus, the
Company is not aware of any agreement, arrangement or understanding between any
broker or dealer and the Selling Stockholders.
The Selling Stockholders and any brokers or dealers acting in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the
-5-
<PAGE>
Securities Act, and any commissions received by them and any profit realized by
them on the resale of Shares as principals may be deemed underwriting
compensation under the Securities Act.
EXPERTS
The consolidated financial statements of FBS appearing in FBS's Current
Report on Form 8-K filed March 3, 1995, 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 FirsTier Financial, Inc. and
subsidiaries appearing in FBS's Amendment No. 1 on Form 8-K/A filed August 30,
1995 to FBS's Current Report on Form 8-K filed August 18, 1995 have been audited
by Arthur Andersen LLP, independent public accountants, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated by reference in reliance upon
the authority of said 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. Dorsey & Whitney P.L.L.P. 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.............. $10,066
Accounting Fees and Expenses...... 1,000
Legal Fees and Expenses........... 3,000
Miscellaneous..................... 934
-------
Total.................... $15,000
</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
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 litigation.
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 provision making directors personally liable for unlawful
dividends or unlawful stock repurchases or redemptions or (iv) for any
transaction for which the directors 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 to substantially the same extent
permitted by Delaware law.
The Company maintains a standard policy of officers' and directors'
insurance.
ITEM 16. LIST OF EXHIBITS
<TABLE>
<CAPTION>
<C> <S>
5 Opinion of Dorsey & Whitney P.L.L.P. regarding legality.
23.1 Consent of Ernst & Young LLP (relating to financial statements of
First Bank System, Inc.).
23.2 Consent of Arthur Andersen LLP (relating to consolidated financial
statements of FirsTier Financial, Inc. and subsidiaries)
23.3 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney.
</TABLE>
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:
II-1
<PAGE>
(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 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-2
<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 amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota, on August 29,
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 amendment to
the registration statement has been signed by the following persons in the
capacities indicated on August 29, 1995.
Signature Title
- --------- -----
/s/ John F. Grundhofer
- ------------------------------------- Chairman, President, Chief Executive
John F. Grundhofer Officer and Director (principal
executive officer)
/s/ Richard A. Zona
- ------------------------------------- Vice Chairman and Chief Financial
Richard A. Zona Officer (principal financial
officer)
/s/ David J. Parrin
- ------------------------------------- Senior Vice President and Controller
David J. Parrin (principal accounting officer)
ROGER L. HALE* Director
DELBERT W. JOHNSON* Director
NORMAN M. JONES* Director
JOHN H. KAREKEN* Director
RICHARD L. KNOWLTON* Director
KENNETH A. MACKE* 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
*By /s/ David J. Parrin
---------------------------------
David J. Parrin, Attorney-in-Fact
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
------- -------------------- ----------
<C> <S> <C>
5 Opinion and consent of Dorsey & Whitney P.L.L.P. regarding legality.
23.1 Consent of Ernst & Young LLP (relating to financial statements of
First Bank System, Inc.)
23.2 Consent of Arthur Andersen LLP (relating to consolidated financial
statements of FirsTier Financial, Inc. and subsidiaries)
23.3 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney.
</TABLE>
<PAGE>
Exhibit 5
[Letterhead of Dorsey & Whitney]
August 29, 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 resale of 651,387 shares of the
Company's common stock, $1.25 par value (the "Common Stock"), to be issued in
connection with the merger (the "Merger") of Southwest Holdings, Inc., a
Delaware corporation, with and into the Company.
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.
August 29, 1995
Page 2
Based on the foregoing, we are of the opinion that the shares of the
Common Stock to be issued in connection with the Merger, when issued in
accordance with the terms of the Merger Agreement dated June 23, 1995 with
respect thereto, 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 Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney
LRM
<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 651,387 shares of its common stock and to the
incorporation by reference therein of our report dated January 24, 1995, with
respect to the consolidated financial statements of First Bank System, Inc.
included in its Current Report on Form 8-K dated March 3, 1995, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
August 29, 1995
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of our report dated August
28, 1995, on FirsTier Financial, Inc. and Subsidiaries, include in First Bank
System, Inc.'s Form 8-K/A filed August 30, 1995, and to all references to our
Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Omaha, Nebraska,
August 28, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Richard A. Zona, Michael J.
O'Rourke 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 relating to
the sale by the selling stockholders named therein of the shares of Common Stock
of First Bank System, Inc. (the "Company") issued in connection with the merger
of Southwest Holdings, Inc. into the Company, 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.
Name Title Date
- ---- ----- ----
/s/ Roger L. Hale Director August 18, 1995
- -----------------------------
Roger L. Hale
/s/ Delbert W. Johnson Director August 18, 1995
- -----------------------------
Delbert W. Johnson
/s/ Norman M. Jones Director August 18, 1995
- -----------------------------
Norman M. Jones
/s/ John H. Kareken Director August 18, 1995
- -----------------------------
John H. Kareken
/s/ Richard L. Knowlton Director August 18, 1995
- -----------------------------
Richard L. Knowlton
Director
- -----------------------------
Jerry W. Levin
/s/ Kenneth A. Macke Director August 18, 1995
- -----------------------------
Kenneth A. Macke
Director
- -----------------------------
Marilyn C. Nelson
/s/ Edward J. Phillips Director August 18, 1995
- -----------------------------
Edward J. Phillips
<PAGE>
/s/ James J. Renier Director August 18, 1995
- -----------------------------
James J. Renier
/s/ S. Walter Richey Director August 18, 1995
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S. Walter Richey
/s/ Richard L. Robinson Director August 18, 1995
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Richard L. Robinson
/s/ Richard L. Schall Director August 18, 1995
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Richard L. Schall
/s/ Lyle E. Schroeder Director August 18, 1995
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Lyle E. Schroeder
-2-
