<PAGE>
As filed with the Securities and Exchange Commission on February 6, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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
(Address of Principal Executive Offices) (Zip Code)
FIRST BANK SYSTEM
CAPITAL ACCUMULATION 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)
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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
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<S> <C> <C> <C> <C>
Common Stock, $1.25 par value 2,500,000 $74.50 $186,250,000 $56,440
---- --------- ---------
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
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 January 30, 1997
Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests in the First
Bank System Capital Accumulation Plan to be offered and sold pursuant to
such plan.
<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 Quarterly Reports on Form 10-Q for the quarters
ending March 31, 1996, June 30, 1996 and September 30, 1996;
(c) the Company's Current Reports on Form 8-K filed January 9, 1996,
January 19, 1996 and January 29, 1996;
(d) the Annual Report on Form 11-K for the Company's Capital
Accumulation Plan for the fiscal year ended December 31, 1995;
(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.
All documents filed by the Company or by the Company's Capital
Accumulation Plan (the "Plan") 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 involve intentional misconduct or a knowing violation of the law, (iii)
under the Delaware statutory
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<PAGE>
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
-------------- -----------
5.1 Copy of Internal Revenue Service
Determination Letter
23.1 Consent of Ernst & Young LLP
24.1 Power 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;
(b) 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 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 (a) and (b) 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.
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<PAGE>
(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 (and each filing of the 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.
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.
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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-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 February 6, 1997.
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:
Name Title Date
---- ----- ----
/s/ John F. Grundhofer Chairman, President, Chief February 6, 1997
- ------------------------- Executive Officer and Director
John F. Grundhofer (principal executive officer)
/s/ Susan E. Lester Executive Vice President and February 6, 1997
- ------------------------- Chief Financial Officer
Susan E. Lester (principal financial officer)
/s/ David J. Parrin Senior Vice President and February 6, 1997
- ------------------------- Controller (principal
David J. Parrin accounting officer)
* Director February 6, 1997
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Arthur D. Collins, Jr.
* Director February 6, 1997
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Peter H. Coors
* Director February 6, 1997
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Roger L. Hale
* Director February 6, 1997
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Delbert W. Johnson
* Director February 6, 1997
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Norman M. Jones
* Director February 6, 1997
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Richard L. Knowlton
* Director February 6, 1997
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Jerry W. Levin
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<PAGE>
Name Title Date
---- ----- ----
* Director February 6, 1997
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Kenneth A. Macke
Director
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Marilyn C. Nelson
* Director February 6, 1997
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Edward J. Phillips
Director
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James J. Renier
* Director February 6, 1997
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S. Walter Richey
* Director February 6, 1997
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Richard L. Robinson
* Director February 6, 1997
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Richard L. Schall
* Director February 6, 1997
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Walter Scott, Jr.
*By /s/ David J. Parrin
--------------------------
David J. Parrin
Pro se and as Attorney-in-fact
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Plan
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 the 6th day of February, 1997.
FIRST BANK SYSTEM, INC.
CAPITAL ACCUMULATION PLAN
By: First Bank System Capital Accumulation
Plan Benefit Administration Committee
By: /s/ Joseph O. Weissenborn
--------------------------------------------
Joseph O. Weissenborn
Benefit Administration Committee Member
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
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5.1 Copy of Internal Revenue Service
Determination Letter
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney.
<PAGE>
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P O BOX A-3617 DPN20-6
CHICAGO, IL 60690
Date: SEPTEMBER 18, 1995 Employer Identification Number:
41-0265900
FIRST BANK SYSTEM, INC. File Folder Number:
C/O KATHERINE M. MATTSON 410001648
DORSEY AND WHITNEY Person to Contact:
220 SOUTH 6TH ST TECHNICAL SCREENER
MINNEAPOLIS, MN 55402-1498 Contact Telephone Number:
(312) 435-1040
Plan Name:
ACCUMULATION PLAN
Plan Number: 004
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401 1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted on
12-01-94.
This determination letter is also applicable for the amendment(s) adopted
on 03-09-94.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Acts Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
<PAGE>
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FIRST BANK SYSTEM, INC.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Robert W. Brock
----------------------------------------
Robert W. Brock
District Director
Enclosures:
Publication 794
Addendum
<PAGE>
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FIRST BANK SYSTEM, INC.
This determination also applies to amendment adopted January 27, 1993.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related prospectus pertaining to the First Bank System
Capital Accumulation Plan of our reports (a) 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) and (b) dated May 17, 1996, with respect to the
financial statements and schedules of the First Bank System Capital
Accumulation Plan included in the Plan's Annual Report (Form 11-K), both for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
February 6, 1997
<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.
Signature Title Date
--------- ----- ----
/s/ John F. Grundhofer Chairman, President, January 15, 1997
- --------------------------- Chief Executive Officer
John F. Grundhofer and Director
(principal executive officer)
/s/ Susan E. Lester Executive Vice President January 15, 1997
- --------------------------- and Chief Financial Officer
Susan E. Lester (principal financial officer)
/s/ David J. Parrin Senior Vice President January 15, 1997
- --------------------------- and Controller
David J. Parrin (principal accounting officer)
/s/ Arthur D. Collins, Jr. Director January 15, 1997
- ---------------------------
Arthur D. Collins, Jr.
/s/ Peter H. Coors Director January 15, 1997
- ---------------------------
Peter H. Coors
/s/ Roger L. Hale Director January 15, 1997
- ---------------------------
Roger L. Hale
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Delbert W. Johnson Director January 15, 1997
- ---------------------------
Delbert W. Johnson
/s/ Norman M. Jones Director January 15, 1997
- ---------------------------
Norman M. Jones
/s/ Richard L. Knowlton Director January 15, 1997
- ---------------------------
Richard L. Knowlton
/s/ Jerry W. Levin Director January 15, 1997
- ---------------------------
Jerry W. Levin
/s/ Kenneth A. Macke Director January 15, 1997
- ---------------------------
Kenneth A. Macke
Director , 1997
- --------------------------- ----------
Marilyn C. Nelson
/s/ Edward J. Phillips Director January 15, 1997
- ---------------------------
Edward J. Phillips
Director , 1997
- --------------------------- -----------
James J. Renier
/s/ S. Walter Richey Director January 15, 1997
- ---------------------------
S. Walter Richey
/s/ Richard L. Robinson Director January 15, 1997
- ---------------------------
Richard L. Robinson
/s/ Richard L. Schall Director January 15, 1997
- ---------------------------
Richard L. Schall
/s/ Walter Scott, Jr. Director January 15, 1997
- ---------------------------
Walter Scott, Jr.
