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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 (g) of the
Securities Exchange Act of 1934
First Bank System, Inc. FBS Capital I
(Exact name of registrant (Exact name of registrant
as specified in charter) as specified in its Certificate of Trust)
Delaware Delaware
(State of incorporation (State of incorporation
or organization) or organization)
41-0255900 41-6419309
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
601 Second Avenue South c/o First Bank System, Inc.
Minneapolis, Minnesota 601 Second Avenue South
Minneapolis, Minnesota
(Address of Principal (Address of Principal
Executive Offices) Executive Offices)
55402 55402
(Zip Code) (Zip Code)
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(b) of that Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
8.09% Capital Securities of FBS Capital I (and the Guarantee of First Bank
System, Inc. with respect thereto).
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
The descriptions set forth under the captions "Descriptions of the New
Securities--Description of Capital Securities," "--Description of Junior
Subordinated Debentures," "--Description of Guarantee" and "Relationship among
the Capital Securities, the Junior Subordinated Debentures and the Guarantee" in
the Prospectus dated December 31, 1996, as filed pursuant to Rule 424(b)(2)
under the Securities Act of 1933, as amended, in connection with the
Registration Statements on Form S-4 (Nos. 333-16991 and 333-16991-01) of First
Bank System, Inc. and FBS Capital I, are incorporated herein by reference.
Item 2. Exhibits
4.1 Junior Subordinated Indenture, between First Bank System, Inc. and
Wilmington Trust Company, as Debenture Trustee, dated November 15,
1996 (incorporated by reference to Exhibit 4.1 to the Registrants'
Registration Statements on Form S-4, File Nos. 333-16991 and
333-16991-01).
4.2 Certificate of Trust of FBS Capital I (incorporated by reference to
Exhibit 4.2 to the Registrants' Registration Statements on Form S-4,
File Nos. 333-16991 and 333-16991-01).
4.3 Amended and Restated Trust Agreement between First Bank System, Inc.,
Wilmington Trust Company, as Property Trustee and Delaware Trustee,
and the Administrative Agents named therein, dated November 26, 1996
(incorporated by reference to Exhibit 4.4 to the Registrants'
Registration Statements on Form S-4, File Nos. 333-16991 and
333-16991-01).
4.4 Form of Capital Security Certificate for FBS Capital I (incorporated
by reference to Exhibit B-2 of Exhibit 4.4 to the Registrants'
Registration Statements on Form S-4, File Nos. 333-16991 and
333-16991-01).
4.5 Form of Guarantee Agreement between First Bank System, Inc. and
Wilmington Trust Company, as Guarantee Trustee (incorporated by
reference to Exhibit 4.10 to the Registrants' Registration Statements
on Form S-4, File Nos. 333-16991 and 333-16991-01).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
Dated: May 12, 1997
FBS CAPITAL I
By: First Bank System, Inc., as Depositor
By: /s/ David J. Parrin
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David J. Parrin
Senior Vice President and Controller
FIRST BANK SYSTEM, INC.
By: /s/ David J.Parrin
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David J. Parrin
Senior Vice President and Controller
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Junior Subordinated Indenture, between First Bank System, Inc. and
Wilmington Trust Company, as Debenture Trustee, dated November 15,
1996 (incorporated by reference to Exhibit 4.1 to the Registrants'
Registration Statements on Form S-4, File Nos. 333-16991 and
333-16991-01).
4.2 Certificate of Trust of FBS Capital I (incorporated by reference to
Exhibit 4.2 to the Registrants' Registration Statements on Form S-4,
File Nos. 333-16991 and 333-16991-01).
4.3 Amended and Restated Trust Agreement between First Bank System, Inc.,
Wilmington Trust Company, as Property Trustee and Delaware Trustee,
and the Administrative Agents named therein, dated November 26, 1996
(incorporated by reference to Exhibit 4.4 to the Registrants'
Registration Statements on Form S-4, File Nos. 333-16991 and
333-16991-01).
4.4 Form of Capital Security Certificate for FBS Capital I (incorporated
by reference to Exhibit B-2 of Exhibit 4.4 to the Registrants'
Registration Statements on Form S-4, File Nos. 333-16991 and
333-16991-01).
4.5 Form of Guarantee Agreement between and First Bank System, Inc. and
Wilmington Trust Company, as Guarantee Trustee (incorporated by
reference to Exhibit 4.10 to the Registrants' Registration Statements
on Form S-4, File Nos. 333-16991 and 333-16991-01).
