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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
FIRST BANK SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0255900
(State of incorporation or organization) (I.R.S. Employer Identification
No.)
601 Second Avenue South, Minneapolis, Minnesota 55402-4302
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to Purchase Common Stock
(Title of class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
This Registration Statement on Form 8-A relates to an aggregate of
32,970 warrants (the "Warrants") issued by First Bank System, Inc. ("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 one share of Common Stock of the Company
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. As of February 28, 1997, 28,009 Warrants were outstanding.
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 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 holder to purchase from the Company during
the period from the date on or after May 18, 1995 that Warrants are first issued
pursuant to the Warrant Agreement through May 17, 2005 (the "Exercise Period"),
one (or such other number as may be determined by adjustment pursuant to the
Warrant Agreement upon the occurrence of certain events) fully paid and
nonassessable share of Common Stock, $1.25 par value, of the Company (the
"Shares"), at the initial exercise price of $40.50 per Share or at such other
price as determined by adjustment pursuant to the Warrant Agreement upon the
occurrence of certain events (the "Exercise Price") payable in lawful money of
the United States of America upon surrender of the Warrant Certificate and
payment of the Exercise Price at the office or agency of the Warrant Agent in
Jersey City, New Jersey (the "Warrant Agent Office"), but only subject to the
conditions set forth in the Warrant Certificates and in the Warrant Agreement.
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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 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 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.
No Warrant may be exercised after the close of business on May 17,
2005 (the "Termination Date"). To the extent not exercised prior to the close
of business on the Termination Date, all Warrants then outstanding shall be null
and void and shall no longer be exercisable.
The Company has covenanted that if any of the Shares required to be
reserved for purposes of exercise of Warrants require, under any federal
securities law or applicable governing rule or regulation of any national
securities exchange, registration or approval of any governmental authority, or
listing on any such national securities exchange before the Shares may be issued
upon exercise, the Company will in good faith prior to the issuance of the
Shares endeavor to cause the Shares to be duly registered, approved or listed on
the relevant national securities exchange, as the case may be; provided,
however, that in no event shall such Shares be issued, and the Company is
authorized to suspend the exercise of all Warrants, for the period during which
such registration, approval or listing is required but not in effect.
The Warrant Agreement provides that the Exercise Price and the number
of Shares purchasable upon the exercise of each Warrant and the number of
Warrants outstanding are subject to adjustment from time to time upon the
occurrence of the events enumerated in the Warrant Agreement. Specifically, in
case the Company shall (i) declare a dividend on the Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock,
(iii) combine the outstanding Common Stock into a smaller number of shares, or
(iv) issue any shares of its capital stock in a reclassification of the Common
Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the Exercise Price
in effect at the
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time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification, and the number and kind of shares
of capital stock issuable upon exercise of a Warrant shall on such date be
proportionately adjusted to the extent necessary so that the holder of any
Warrant exercised after such time shall be entitled to receive the aggregate
number and kind of shares of capital stock which, if such Warrant had been
exercised immediately prior to such date, such holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. Such adjustment shall be made successively
whenever any event listed above in this paragraph shall occur.
Also, in case the Company shall issue rights or warrants to all
holders of Common Stock entitling them (for a period expiring within 45 calendar
days after the date of issuance) to subscribe for or purchase Common Stock (or
securities convertible into Common Stock) at a price per share of Common Stock
(or having a conversion price per share of Common Stock, if a security
convertible into Common Stock) less than the current market price per share of
Common Stock (as defined in the Warrant Agreement) on the record date mentioned
below, the Exercise Price to be in effect after such record date shall be
determined by multiplying the Exercise Price in effect immediately prior to such
record date by a fraction, of which the numerator shall be the number of shares
of Common Stock outstanding on such record date plus the number of shares of
Common Stock which the aggregate offering price of the total number of shares of
Common Stock so to be offered (or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at such current market
price, and of which the denominator shall be the number of shares of Common
Stock outstanding on such record date plus the number of additional shares of
Common Stock to be offered for subscription or purchase (or into which the
convertible securities so to be offered are initially convertible). In case
such subscription price may be paid in a consideration part or all of which
shall be in a form other than cash, the value of such consideration shall be as
determined by the Board of Directors of the Company. Shares of Common Stock
owned by or held for the account of the Company or any majority-owned subsidiary
shall not be deemed outstanding for the purpose of any such computation. Such
adjustment shall be made successively whenever such a record date is fixed; and
in the event that such rights or warrants are not so issued, the Exercise Price
shall again be adjusted to be the Exercise Price which would then be in effect
if such record date had not been fixed, but such subsequent adjustment shall not
affect the number of Shares issued upon any exercise of Warrants prior to the
date such adjustment is made.
In addition, in case the Company shall fix a record date for the
making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness or assets
(other than cash dividends or cash distributions payable out of consolidated
earnings or earned surplus or dividends payable in Common Stock) or subscription
rights or warrants
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(excluding those referred to in the immediately preceding paragraph), the
Exercise Price to be in effect after such record date shall be determined by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction, of which the numerator shall be the current market price per
share of Common Stock (as defined in the Warrant Agreement) on such record date,
less the fair market value (as determined by the Board of Directors of the
Company, whose determination shall be conclusive, and described in a statement
filed with the Warrant Agent) of the portion of the assets or evidences of
indebtedness so to be distributed or of such subscription rights or warrants
applicable to one share of Common Stock, and of which the denominator shall be
such current market price per share of Common Stock. Such adjustment shall be
made successively whenever such a record date is fixed; and in the event that it
is not so made, the Exercise Price shall again be adjusted to be the Exercise
Price which would then be in effect if such record had not been fixed.
No adjustment in the Exercise Price shall be required unless such
adjustments would require an increase or decrease of at least 1% in such price;
PROVIDED, HOWEVER, that any such adjustments shall be carried forward and taken
into account in any subsequent adjustment. All adjustment calculations shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be.
If an adjustment in the Exercise Price is to be made effective as of a
record date for a specified event, the Company may elect to defer until the
occurrence of such event the issuing to the holder of any Warrant exercised
after such record date the Shares and other capital stock of the Company, if
any, issuable upon such exercise over and above the Shares and other capital
stock of the Company, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment; PROVIDED, HOWEVER, that the
Company shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder's right to receive such additional shares upon the
occurrence of the event requiring such adjustment.
If the Exercise Price is adjusted, the Warrant Agreement provides
that, at the election of the Company, either (a) the number of Shares
purchasable upon the exercise of each Warrant shall be adjusted or (b) each
outstanding Warrant shall be adjusted to become a different number of Warrants.
In the latter event, each Warrant outstanding immediately prior to the making of
such adjustment shall thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of Shares (calculated to the nearest hundredth)
obtained by (i) multiplying the number of Shares purchasable upon exercise of a
Warrant immediately prior to such adjustment of the number of Shares by the
Exercise Price in effect immediately prior to such adjustment of the Exercise
Price, and (ii) dividing the product so obtained by the Exercise Price in effect
immediately after such adjustment of the Exercise Price. The Company then will
cause to be distributed to registered holders of Warrant Certificates either
Warrant Certificates representing the additional
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Warrants issuable pursuant to the adjustment or substitute Warrant Certificates
to replace all outstanding Warrant Certificates.
In case of any capital reorganization of the Company, or in case of
the consolidation of the Company with or the merger of the Company into any
other corporation (other than a consolidation or merger in which the Company is
the continuing corporation) or of the sale of the properties and assets of the
Company as, or substantially as, an entirety to any other corporation, each
Warrant shall after such reorganization, consolidation, merger or sale be
exercisable, upon the terms and conditions specified in the Warrant Agreement,
for the number of shares of stock or other securities or property to which a
holder of the number of Shares purchasable (at the time of such reorganization,
consolidation, merger or sale) upon exercise of such Warrant would have been
entitled upon such reorganization, consolidation, merger or sale; and in any
such case, if necessary, the provisions set forth in the Warrant Agreement with
respect to the rights and interest thereafter of the holders of the Warrants
shall be appropriately adjusted so as to be applicable, as nearly as may
reasonably be, to any shares of stock or other securities or property thereafter
deliverable on the exercise of the Warrants.
Any determination as to fair market value pursuant to the Warrant
Agreement or as to whether an adjustment in the Exercise Price in effect is
required, or as to the amount of any such adjustment, if required, shall be
binding upon the holders of Warrants and the Company if made in good faith by
the Company and, if required by the provisions of the Warrant Agreement,
evidenced by a certificate of a firm of independent public accountants (who may
be the independent accountants regularly employed by the Company) selected by
the Company.
Warrant Certificates, when surrendered at the Warrant Agent Office by
the registered holder thereof in person or by legal representative by an
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation for registration of transfer of a Warrant
Certificate at the Warrant Agent Office, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee upon such registration of transfer,
subject to the limitations provided in the Warrant Agreement, without charge
except for any tax or other governmental charge imposed in connection therewith.
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ITEM 2. EXHIBITS
1 Warrant Agreement, dated as of October 2, 1995, between the Company
and First Chicago Trust Company of New York as Warrant Agent.
(Incorporated by reference to Exhibit 4.9 to the Company's
Post-Effective Amendment No. 1 to its Registration Statement on Form
S-3, File No. 33-61667, and previously filed as Exhibit 4.18 to such
Registration Statement.)
2 Form of Warrant Certificate. (Incorporated by reference to Exhibit
4.10 to the Company's Post-Effective Amendment No. 1 to its
Registration Statement on Form S-3, File No. 33-61667, and previously
filed as Exhibit 4.19 to such Registration Statement.)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: April 8, 1997
FIRST BANK SYSTEM, INC.
By /s/Lee R. Mitau
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Lee R. Mitau
Executive Vice President, General
Counsel, and Secretary
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EXHIBIT INDEX
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PAGE NO. IN SEQUENTIALLY
EXHIBIT DESCRIPTION OF EXHIBIT NUMBERED COPY
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1 Warrant Agreement, dated as of October 2,
1995, between the Company and First
Chicago Trust Company of New York as
Warrant Agent. (Incorporated by reference
to Exhibit 4.9 to the Company's Post-Effective
Amendment No. 1 to its Registration
Statement on Form S-3, File No. 33-61667,
and previously filed as Exhibit 4.18 to such
Registration Statement.). . . . . . . . . . . . . . . . . . . . . N/A
2 Form of Warrant Certificate. (Incorporated
by reference to Exhibit 4.10 to the Company's
Post-Effective Amendment No. 1 to its
Registration Statement on Form S-3,
File No. 33-61667, and previously filed as
Exhibit 4.19 to such Registration Statement.) . . . . . . . . . . N/A
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