UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
FIRST BANK SYSTEM, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
319279 10 5
(CUSIP Number)
William S. Rubenstein, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue, New York, NY 10022
(212) 735-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 26, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with the
statement.( ) (A fee is not required only if the reporting
person (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 319279 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,463,045 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 319279 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Offshore Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
7 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
397,244 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 319279 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
State Board of Administration of Florida
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,711 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 319279 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON\
Corporate Advisors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
6,440,000
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 6,440,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,440,000 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 3 amends the Schedule 13D dated
May 30, 1990, as amended by Amendment No. 1, dated July 20,
1990, and Amendment No. 2, dated May 25, 1995 (as amended,
the "Schedule 13D"), filed on behalf of Corporate Partners,
L.P., a Delaware limited partnership ("Corporate Partners"),
Corporate Offshore Partners, L.P., a Bermuda limited
partnership ("Offshore"; Corporate Partners and Offshore
being referred to collectively as the "Partnerships"), the
State Board of Administration of Florida, a body corporate
organized under the constitution of the State of Florida
(solely in its capacity as a managed account pursuant to an
Investment Management Agreement) (the "State Board"; the
Partnerships and the State Board being referred to
collectively as the "Purchasers"), and Corporate Advisors,
L.P. ("Corporate Advisors"), a Delaware limited partnership
and general partner of the Partnerships which also serves as
investment manager for the State Board pursuant to the
aforementioned investment management agreement (collectively
the "Reporting Persons").
This Amendment is being filed as a result of
certain events described in Item 5 below. Capitalized terms
used but not defined herein shall have the meanings given
such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The first paragraph of Item 5 is hereby amended
and restated in its entirety to read as follows:
(a) through (c). As set forth above, pursuant to
the Stock Purchase Agreement, on July 18, 1990 (i) Corporate
Partners acquired 8,856,241 shares of Common Stock, ten
PSPRs and one Risk Event Warrant, (ii) Offshore acquired
643,976 shares of Common Stock, ten PSPRs and one Risk Event
Warrant, and (iii) the State Board acquired 939,783 shares
of Common Stock, ten PSPRs and one Risk Event Warrant. As a
result of sales of Common Stock made on behalf of the
Reporting Persons to the Company in connection with the
Company's previously announced stock repurchase programs,
(i) Corporate Partners currently owns 5,463,045 shares of
Common Stock, (ii) Offshore currently owns 397,244 shares of
Common Stock, and (iii) the State Board currently owns
579,711 shares of Common Stock. Such shares represent
approximately 3.8%, 0.3% and 0.4%, respectively, of the
outstanding shares of Common Stock shares based on the
144,143,244 shares of Common Stock reported to be
outstanding by the Company as of February 26, 1996. On
March 26, 1996, sales of, in the aggregate, 1,000,000 shares
of Common Stock were made on behalf of the Reporting Persons
to the Company in connection with the Company's previously
announced stock repurchase programs at a price of $59.50 per
share. Of such shares, 848,299 were sold on behalf of
Corporate Partners, 61,683 were sold on behalf of Offshore
and 90,018 were sold on behalf of the State Board. Such
sales were the only transactions effected in shares of
Common Stock by the Reporting Persons or any person
identified in Appendix A during the preceding 60 days. By
virtue of Corporate Advisors' relationship with the
Partnerships and the State Board (solely in its capacity as
a managed account pursuant to the Investment Management
Agreement), Corporate Advisors would be deemed to
beneficially own these 6,440,000 shares of Common Stock,
representing approximately 4.5% of the outstanding shares of
Common Stock.
Paragraph (e) of Item 5 is amended and restated in
its entirety as follows:
(e) As a result of the sale of Common Stock on
behalf of the Reporting Persons described above, the
Reporting Persons ceased to be the beneficial owners of more
than five percent of the Common Stock on March 26, 1996.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this Statement is true, complete and correct.
Dated: April 1, 1996
CORPORATE PARTNERS, L.P.
by: Corporate Advisors, L.P.
General Partner
by: LFCP Corp.
General Partner
by: /s/ Lester Pollack
Name: Lester Pollack
Title: Chairman
CORPORATE OFFSHORE PARTNERS, L.P.
by: Corporate Advisors, L.P.
General Partner
by: LFCP Corp.
General Partner
by: /s/ Lester Pollack
Name: Lester Pollack
Title: Chairman
STATE BOARD OF ADMINISTRATION OF FLORIDA
(in its capacity as a managed account)
by: Corporate Advisors, L.P.
General Partner
by: LFCP Corp.
General Partner
by: /s/ Lester Pollack
Name: Lester Pollack
Title: Chairman
CORPORATE ADVISORS, L.P.
by: LFCP Corp.
General Partner
by: /s/ Lester Pollack
Name: Lester Pollack
Title: Chairman