<PAGE>
As filed with the Securities and Exchange Commission on April 18, 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.
1996 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)
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share/(1)/ price/(1)/ fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 par value 7,000,000 $ 57.75 $ 404,250,000 $ 139,396.56
========================================================================================================================
</TABLE>
(1) 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 April 11, 1996.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The following documents that have been filed by First Bank System,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) the Company's Current Report on Form 8-K filed January 9, 1996;
(c) the Company's Current Report on Form 8-K filed January 19, 1996;
(d) the Company's Current Report on Form 8-K filed January 29, 1996;
(e) the description of the Company's 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 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 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents.
Item 4. Description of Securities.
- ------ -------------------------
The description of the Company's capital stock to be offered pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not applicable.
Item 6. 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
-2-
<PAGE>
involve intentional misconduct or a knowing violation of the 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 officers shall be indemnified to the full extent
permitted by the Delaware General Corporation Law, as amended from time to time.
Expenses incurred by officers and directors in defending actions, suits, or
proceedings may be paid by the Company in advance of any final disposition if
such officer or director agrees to repay such amounts if it is ultimately
determined that he or she is not entitled to be indemnified under Delaware law.
The Company maintains a standard policy of officers' and directors'
liability insurance.
Item 7. Exemption From Registration Claimed.
- ------ -----------------------------------
No securities are to be reoffered or resold pursuant to this
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).
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.
-3-
<PAGE>
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 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.
Item 9. Undertakings.
- ------ ------------
A. Post-Effective Amendments.
-------------------------
The undersigned issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
-4-
<PAGE>
(b) To reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(c) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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.
B. Subsequent Documents Incorporated by Reference.
----------------------------------------------
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 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.
C. Claims for Indemnification.
--------------------------
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 such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or other
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.
-5-
<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 April 18, 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 April 18, 1996
- ----------------------------- Executive Officer and Director
John F. Grundhofer (principal executive officer)
* Executive Vice President and Chief April 18, 1996
- ----------------------------- Financial Officer (principal
Susan E. Lester financial officer)
* Senior Vice President and Controller April 18, 1996
- ----------------------------- (principal accounting officer)
David J. Parrin
Director
- -----------------------------
Arthur D. Collins, Jr.
* Director April 18, 1996
- -----------------------------
Peter H. Coors
* Director April 18, 1996
- -----------------------------
Roger L. Hale
* Director April 18, 1996
- -----------------------------
Delbert W. Johnson
* Director April 18, 1996
- -----------------------------
Norman M. Jones
* Director April 18, 1996
- -----------------------------
Richard L. Knowlton
Director
- -----------------------------
Jerry W. Levin
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* Director April 18, 1996
- -----------------------------
Kenneth A. Macke
Director April 18, 1996
- -----------------------------
Marilyn Carlson Nelson
* Director April 18, 1996
- -----------------------------
Edward J. Phillips
* Director April 18, 1996
- -----------------------------
James J. Renier
* Director April 18, 1996
- -----------------------------
S. Walter Richey
* Director April 18, 1996
- -----------------------------
Richard L. Robinson
Director
- -----------------------------
Richard L. Schall
Director
- -----------------------------
Walter Scott, Jr.
</TABLE>
*By /s/ Lee R. Mitau
-------------------------------
Lee R. Mitau
Attorney-in-fact
-7-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<S> <C> <C>
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 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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 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.
</TABLE>
<PAGE>
Exhibit 5.1
April 18, 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 7,000,000 shares (the
"Shares") of Common Stock, par value $1.25 per share, of First Bank System, Inc.
(the "Company"), which may be issued pursuant to the Company's 1996 Stock
Incentive Plan (the "Plan"). 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
paid for in accordance with the Plan, 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
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 First Bank System, Inc. 1996
Stock Incentive Plan, 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
April 16, 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, Susan E. Lester 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John F. Grundhofer Chairman, President, April 18, 1996
- ----------------------------- Chief Executive Officer
John F. Grundhofer and Director
(principal executive officer)
/s/ Susan E. Lester Executive Vice President April 18, 1996
- ----------------------------- and Chief Financial Officer
Susan E. Lester (principal financial officer)
/s/ David J. Parrin Senior Vice President April 18, 1996
- ----------------------------- and Controller
David J. Parrin (principal accounting
officer)
Director
- -----------------------------
Arthur D. Collins, Jr.
/s/ Peter H. Coors Director April 18, 1996
- -----------------------------
Peter H. Coors
/s/ Roger L. Hale Director April 18, 1996
- -----------------------------
Roger L. Hale
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Delbert W. Johnson Director April 18, 1996
- -----------------------------
Delbert W. Johnson
/s/ Norman M. Jones Director April 18, 1996
- -----------------------------
Norman M. Jones
/s/ John H. Kareken Director April 18, 1996
- -----------------------------
John H. Kareken
/s/ Richard L. Knowlton Director April 18, 1996
- -----------------------------
Richard L. Knowlton
Director April 18, 1996
- -----------------------------
Jerry W. Levin
/s/ Kenneth A. Macke Director April 18, 1996
- -----------------------------
Kenneth A. Macke
Director
- -----------------------------
Marilyn C. Nelson
/s/ Edward J. Phillips Director April 18, 1996
- -----------------------------
Edward J. Phillips
/s/ James J. Renier Director April 18, 1996
- -----------------------------
James J. Renier
/s/ S. Walter Richey Director April 18, 1996
- -----------------------------
S. Walter Richey
/s/ Richard L. Robinson Director April 18, 1996
- -----------------------------
Richard L. Robinson
Director
- -----------------------------
Richard L. Schall
/s/ Lyle E. Schroeder Director April 18, 1996
- -----------------------------
Lyle E. Schroeder
</TABLE>
