<PAGE>
As filed with the Securities and Exchange Commission on March 4, 1996
Registration No. 333-_______
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
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
(Address of Principal Executive Offices) (Zip Code)
FIRST BANK SYSTEM, INC.
1994 STOCK INCENTIVE PLAN
1991 STOCK INCENTIVE PLAN
(Full title of the plan)
Lee R. Mitau, Esq.
First Bank System, Inc. Copy to: Patrick F. Courtemanche, Esq.
First Bank Place Dorsey & Whitney LLP
601 Second Avenue South Pillsbury Center South
Minneapolis, Minnesota 55402-4302 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402-1498
(612) 973-1111
(Telephone number, including area code, of agent for service)
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered(1) share/(2)/ price /(1)/ fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 par value 2,000,000 $57.50 $115,000,000 $39,655.17
===========================================================================================================
</TABLE>
(1) The number of shares being registered represents the number of additional
shares of Common Stock which may be issued pursuant to the plans in
addition to shares previously registered, 1,500,000 of which may be issued
under the 1994 Stock Incentive Plan and 500,000 of which may be issued
under the 1991 Stock Incentive Plan.
(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
and the proposed maximum aggregate offering price are based upon the
average of the high and low prices of the Common Stock as reported on the
New York Stock Exchange on February 29, 1996.
Pursuant to General Instruction E of the General Instructions to Form S-8, this
Registration Statement incorporates by reference the Registrant's Registration
Statements on Form S-8 (File Nos. 33-42334, 33-52959 and 33-53395).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
- ------ --------
Exhibit
Number Description
- ------ -----------
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, 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 4.5 to the Company's Registration Statement on Form S-4, File
No. 333-00299).
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), as amended by Amendment No. 1 dated as of
May 30, 1990, Amendment No. 2 dated as of February 17, 1993 and
Amendment No. 3 dated as of November 9, 1995 (incorporated by reference
to Exhibit 4.6 to the Company's Registration Statement on Form S-4, File
No. 333-00299).
-2-
<PAGE>
4.8 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).
4.9 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).
4.10 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).
4.11 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).
4.12 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).
4.13 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).
4.14 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).
4.15 Registration Rights Agreement, dated as of July 18, 1990, between The
State Board of Administration of Florida and First Bank System, Inc.
-3-
<PAGE>
(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 LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (relating to financial statements of the
Company).
24.1 Powers of Attorney.
-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-8 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 March 4, 1996.
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:
<TABLE>
<CAPTION>
Name Title Date
------- ------- -------
<S> <C> <C>
/s/ John F. Grundhofer
- -------------------------- Chairman, President, Chief March 4, 1996
John F. Grundhofer Executive Officer and Director
(principal executive officer)
/s/ Susan E. Lester
- -------------------------- Executive Vice President and Chief March 4, 1996
Susan E. Lester Financial Officer (principal
financial officer)
/s/ David J. Parrin
- -------------------------- Senior Vice President and Controller March 4, 1996
David J. Parrin (principal accounting officer)
- -------------------------- Director
Arthur D. Collins, Jr.
- -------------------------- Director
Peter H. Coors
*
- -------------------------- Director March 4, 1996
Roger L. Hale
*
- -------------------------- Director March 4, 1996
Delbert W. Johnson
*
- -------------------------- Director March 4, 1996
Norman M. Jones
*
- -------------------------- Director March 4, 1996
John H. Kareken
*
- -------------------------- Director March 4, 1996
Richard L. Knowlton
- -------------------------- Director
Jerry W. Levin
</TABLE>
-5-
<PAGE>
Name Title Date
------ ------- ------
* Director March 4, 1996
- -----------------------
Kenneth A. Macke
* Director March 4, 1996
- -----------------------
Marilyn Carlson Nelson
* Director March 4, 1996
- -----------------------
Edward J. Phillips
* Director March 4, 1996
- -----------------------
James J. Renier
* Director March 4, 1996
- -----------------------
S. Walter Richey
* Director March 4, 1996
- -----------------------
Richard L. Robinson
* Director March 4, 1996
- -----------------------
Richard L. Schall
* Director March 4, 1996
- -----------------------
Lyle E. Schroeder
*By /s/ David J. Parrin
--------------------------------------------
David J. Parrin
Pro se and as Attorney-in-fact
-6-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description 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, 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 4.5 to the Company's Registration Statement
on Form S-4, File No. 333-00299).
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), as amended by
Amendment No. 1 dated as of May 30, 1990, Amendment No. 2 dated
as of February 17, 1993 and Amendment No. 3 dated as of November
9, 1995 (incorporated by reference to Exhibit 4.6 to the
Company's Registration Statement on Form S-4, File No.
333-00299).
4.8 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
<PAGE>
No. 1 to the Company's Registration Statement on Form S-3, File
No. 33-42650).
4.9 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).
4.10 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).
4.11 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).
4.12 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).
4.13 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).
4.14 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).
4.15 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
<PAGE>
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 LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (relating to financial statements
of the Company).
24.1 Powers of Attorney.
<PAGE>
Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
March 4, 1996
First Bank System, Inc.
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 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 2,000,000 shares (the
"Shares") of Common Stock, par value $1.25 per share, of First Bank System, Inc.
(the "Company"), 1,500,000 of which may be issued pursuant to the Company's 1994
Stock Incentive Plan and 500,000 of which may be issued pursuant to the
Company's 1991 Stock Incentive Plan (the "Plans"). We have examined such
documents and have reviewed such questions of law as we have considered
necessary and appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares, when issued
and paid for in accordance with the Plans, will be duly authorized, validly
issued, fully paid and nonassessable, provided that (i) the purchase price is at
least equal to the par value of the Shares, and (ii) the Registration Statement
shall have become and remains effective under the Securities Act of 1933, as
amended.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
PFC
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of First Bank System, Inc. pertaining to the 1994 and 1991 Stock Incentive
Plans of First Bank System, Inc. of our report dated January 9, 1996 (except for
Note C, as to which the date is February 16, 1996), 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, 1995, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
March 1, 1996
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Lee R. Mitau, 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-8 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
--------- ----- ----
/s/ John F. Grundhofer Director, Chairman, January 17, 1996
----------------------- President and
John F. Grundhofer Chief Executive Officer
(principal executive officer)
/s/ Richard A. Zona Vice Chairman and January 19, 1996
----------------------- Chief Financial Officer
Richard A. Zona (principal financial officer)
/s/ David J. Parrin
----------------------- Senior Vice President January 22, 1996
David J. Parrin and Controller
(principal accounting
officer)
/s/ Roger L. Hale
----------------------- Director January 17, 1996
Roger L. Hale
/s/ Delbert W. Johnson
----------------------- Director January 17, 1996
Delbert W. Johnson
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Norman M. Jones Director January 17, 1996
- ---------------------------------
Norman M. Jones
/s/ John H. Kareken Director January 17, 1996
- ---------------------------------
John H. Kareken
/s/ Richard L. Knowlton Director January 17, 1996
- ---------------------------------
Richard L. Knowlton
- --------------------------------- Director , 1996
Jerry W. Levin ----------
/s/ Kenneth A. Macke Director January 17, 1996
- ---------------------------------
Kenneth A. Macke
/s/ Marilyn C. Nelson Director January 17, 1996
- ---------------------------------
Marilyn C. Nelson
/s/ Edward J. Phillips Director January 17, 1996
- ---------------------------------
Edward J. Phillips
/s/ James J. Renier Director January 17, 1996
- ---------------------------------
James J. Renier
/s/ S. Walter Richey Director January 17, 1996
- ---------------------------------
S. Walter Richey
/s/ Richard L. Robinson Director January 17, 1996
- ---------------------------------
Richard L. Robinson
/s/ Richard L. Schall Director January 17, 1996
- ---------------------------------
Richard L. Schall
/s/ Lyle E. Schroeder Director January 17, 1996
- ---------------------------------
Lyle E. Schroeder
