<PAGE>
As filed with the Securities and Exchange Commission on May 21, 1996
Registration No. 33-61667
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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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)
Lee R. Mitau Copy to:
First Bank System, Inc. Patrick F. Courtemanche
First Bank Place Dorsey & Whitney LLP
601 Second Avenue South 220 South Sixth Street
Minneapolis, Minnesota 55402-4302 Minneapolis, Minnesota 55402
(612) 973-1111 (612) 340-5653
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
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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/
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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.
/ / ___________
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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. / / ___________
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If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
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<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED MAY 21, 1996
FIRST BANK SYSTEM, INC.
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41,000 SHARES
OF
COMMON STOCK
($1.25 PAR VALUE)
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This Prospectus relates to an aggregate of 41,000 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") to be issued by the Company
pursuant to the settlement of a class action lawsuit (the "Class Action")
entitled PHILLIP DISMUKE, ET AL. V. EDINA REALTY, INC. filed in Minnesota State
Court, Hennepin County, Court File No. 92-8716. Each Warrant entitles the
holder thereof to purchase Shares at an exercise price of $40.50 per share,
subject to certain adjustments, at any time, until the expiration of the
Warrants at 5:00 p.m. New York time on May 17, 2005.
Assuming the Warrants are exercised in full at their initial exercise
price, the Company will receive proceeds in the amount of $1,660,500 before
deducting estimated expenses of $67,000. See "Use of Proceeds." The Company
will pay all expenses with respect to this offering.
The Common Stock is traded on the New York Stock Exchange. On May 15,
1996, the closing price of the Common Stock on the New York Stock Exchange
was $61.00 per share. There can be no assurance as to the market price of
the Common Stock at any time after such date. Holders of Warrants are urged
to obtain current market quotations prior to exercising Warrants.
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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.
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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 May __, 1996.
<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: (a) the
Company's Annual Report on Form 10-K for the year ended December 31, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996; (c) the Company's Current Reports on Form 8-K filed January 9, 1996,
filed January 19, 1996 and filed January 29, 1996; and (d) 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 as further
amended by that Form 8-A/A-3 filed November 16, 1995, 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 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
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<PAGE>
Investor Relations Department, First Bank System, Inc., First Bank Place,
P.O. Box 522, Minneapolis, Minnesota 55480, telephone number (612) 973-2263.
FIRST BANK SYSTEM, INC.
GENERAL
The Company is a regional bank holding company headquartered in
Minneapolis, Minnesota. The Company is comprised of 12 banks, a savings
association and other financial companies with 385 offices primarily in the
11 states of Minnesota, Colorado, North Dakota, South Dakota, Montana,
Illinois, Wisconsin, Iowa, Kansas, Nebraska and Wyoming. Through its
subsidiaries, the Company provides commercial and agricultural finance,
consumer banking, trust, capital markets, treasury management, investment
management, data processing, leasing, mortgage banking and brokerage
services. At March 31, 1996, the Company and its consolidated subsidiaries
had consolidated assets of $36.6 billion, consolidated deposits of $24.3
billion and shareholders' equity of $3.3 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 $16.0 billion at March 31,
1996.
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. Certain restrictions exist regarding the extent to which bank and
thrift subsidiaries may transfer funds to the Company in the form of dividends,
loans or advances. Federal law prevents the Company and its nonbank
subsidiaries from borrowing from bank and thrift subsidiaries unless the loans
are secured by various types of collateral. Further, these secured loans that
may be made by bank and thrift subsidiaries to the Company or any individual
affiliate are generally limited to 10 percent of the bank's or thrift's equity
and 20 percent of the bank's or thrift's equity for loans to all affiliates and
the Company in the aggregate. In addition, payment of dividends to the Company
by its subsidiary banks and thrift is subject to review by regulatory agencies
and is subject to various statutory limitations and in certain circumstances
requires approval by regulatory agencies.
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."
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<PAGE>
USE OF PROCEEDS
Assuming that all of the Warrants are exercised in full at their initial
exercise price, the Company will receive proceeds of approximately $1,660,500,
before deducting expenses payable by the Company estimated at $67,000. Any
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
On January 24, 1995, the Company completed its merger with Metropolitan
Financial Corporation ("MFC"), a publicly held regional financial services
holding company headquartered in Minneapolis, Minnesota (the "Merger"). Prior
to the Merger, Edina Realty, Inc. ("Edina"), a wholly owned subsidiary of MFC,
agreed to settle the Class Action, and Edina and MFC executed an Amended
Settlement Agreement dated as of February 8, 1994, which, among other things,
provided for the distribution to class members of warrants to purchase stock of
MFC. On July 21, 1994, the Company signed a definitive agreement to acquire
MFC. On October 12, 1994, Edina and MFC executed an Addendum to the February 8,
1994, Amended Settlement Agreement, which provided for the issuance of warrants
to purchase shares of common stock of the Company instead of warrants to
purchase shares of common stock of MFC subject to the completion of the Merger.
On December 8, 1995, the Company sold Edina to a local investor group.
The Company has issued the Warrants as part of the Class Action
settlement. The Shares offered hereby are being offered by the Company to
holders of Warrants. The Company has reserved 50,000 shares of Common Stock
for issuance upon exercise of the Warrants.
The Warrants were issued in fully registered, certificated form ("Warrant
Certificates") under the provisions of a Warrant Agreement dated as of
October 2, 1995 (the "Warrant Agreement"), between the Company and First
Chicago Trust Company of New York, as Warrant Agent (the "Warrant Agent").
Each Warrant entitles the registered holder thereof (the "Warrantholder")
to purchase one share of Common Stock until May 17, 2005. A Warrantholder may
exercise a Warrant by surrendering the Warrant Certificate, with the form of
election to purchase set forth thereon properly completed and executed, together
with payment of the exercise price at the office or agency maintained by the
Company for that purpose (initially the corporate trust office of the Warrant
Agent but is subject to change by the Company). Payment of the aggregate
Exercise Price shall be made by certified or official bank check. The Warrant
Agent will return a certificate evidencing the number of Shares issued upon
exercise of the Warrant, together with a new Warrant Certificate if less than
all of the Shares covered by the Warrant Certificate are being purchased. The
Warrant Agreement provides that, upon the occurrence of certain
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<PAGE>
events, the Exercise Price may, subject to certain conditions, be adjusted.
When delivered, Shares shall be fully paid and nonassessable.
The Company shall not be required to issue fractions of Warrants or
fractions of Shares or any certificates which evidence fractional Warrants or
fractional Shares. In lieu of such fractional Warrants and fractional Shares
there shall be paid to the registered holders of the Warrant Certificates with
regard to which such fractional Warrants or fractional Shares would otherwise be
issuable an amount in cash equal to the same fraction of the current market
value (as determined pursuant to the Warrant Agreement) of a full Warrant or a
full Share, as the case may be.
The outline above is subject to the provisions of the Warrants and the
Warrant Agreement. Copies of the form of Warrant Certificate and the Warrant
Agreement have been filed as exhibits to the Registration Statement of which
this Prospectus is a part and reference is made to such exhibits for a detailed
description of the provisions thereof summarized above.
EXPERTS
The consolidated financial statements of the Company included in its
Annual Report on Form 10-K for the year ended December 31, 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 have been 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 LLP, 220 South Sixth Street, Minneapolis,
Minnesota 55402. The Dorsey & Whitney LLP firm and certain of its members
are indebted to and have other banking and trust relationships with certain
banking subsidiaries of the Company.
INDEMNIFICATION
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 also maintains a standard
policy of officers' and directors' liability insurance.
Insofar as indemnification for liabilities arising under the Securities
ACt of 1933 may be permited to directors, officers or persons controlling the
Company pursuant to the foregoing provisions or otherwise, the Company has
been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is therefore unenforceable.
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<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee . . . . . . . . $ 573
Listing Fees . . . . . . . . . . . . 14,750
Accounting Fees and Expenses . . . . 3,000
Legal Fees and Expenses. . . . . . . 30,000
Printing . . . . . . . . . . . . . . 15,000
Miscellaneous. . . . . . . . . . . . 3,677
------
Total. . . . . . . . . . . . $67,000
------
------
</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.)
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.)
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<PAGE>
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 3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996, 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) 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 Exhibits 4.8-4.15 to
Amendment No. 1 to the Company's Registration Statement on Form S-3,
File No. 33-42650.)
II-2
<PAGE>
4.9 Warrant Agreement, dated as of October 2, 1995, between the
Company and First Chicago Trust Company of New York as Warrant
Agent. (Previously filed as Exhibit 4.18 to this Registration
Statement.)
4.10 Form of Warrant Certificate. (Previously filed as Exhibit 4.19
to this Registration Statement.)
5 Opinion of Dorsey & Whitney P.L.L.P. (now known as Dorsey &
Whitney LLP). (Previously filed.)
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dorsey & Whitney P.L.L.P. (now known as Dorsey &
Whitney LLP). (Included in Exhibit 5 to this Registration Statement
and previously filed as Exhibit 23.3.)
24 Powers of Attorney. (Previously filed.)
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 320% change in the "maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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
II-3
<PAGE>
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.
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<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
post-effective 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 May 21, 1996.
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 post-effective
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ John F. Grundhofer Chairman, President, Chief
______________________________ Executive Officer and Director May 21, 1996
John F. Grundhofer (principal executive officer)
/s/ Susan E. Lester Executive Vice President and
______________________________ Chief Financial Officer May 21, 1996
Susan E. Lester (principal financial officer)
/s/ David J. Parrin Senior Vice President
______________________________ and Controller May 21, 1996
David J. Parrin (principal accounting officer)
______________________________ Director
Arthur D. Collins, Jr.
______________________________ Director
Peter H. Coors
______________________________ Director
Roger L. Hale
*
______________________________ Director May 21, 1996
Delbert W. Johnson
______________________________ Director
Norman M. Jones
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<PAGE>
*
______________________________ Director May 21, 1996
Richard L. Knowlton
______________________________ Director
Jerry W. Levin
*
______________________________ Director May 21, 1996
Kenneth A. Macke
*
______________________________ Director May 21, 1996
Marilyn Carlson Nelson
*
______________________________ Director May 21, 1996
Edward J. Phillips
*
______________________________ Director May 21, 1996
James J. Renier
*
______________________________ Director May 21, 1996
S. Walter Richey
*
______________________________ Director May 21, 1996
Richard L. Robinson
*
______________________________ Director May 21, 1996
Richard L. Schall
______________________________ Director
Walter Scott, Jr.
* By /s/ David J. Parrin
_______________________________________
David J. Parrin
Pro se and as Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Form of Filing
- ------- ---------------------- --------------
23.1 Consent of Ernst & Young LLP. . . . . . . . Electronic Transmission
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Post-
Effective Amendment No. 1 to the Registration Statement (Form S-3
Number 33-61667) and related Prospectus of First Bank System, Inc. for the
registration of 41,000 shares of its common stock and to the incorporation by
reference therein 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.
Ernst & Young LLP
Minneapolis, Minnesota
May 15, 1996
