COMMUNITY FIRST BANKSHARES INC, S-4/A, 1997-11-10

COMMUNITY FIRST BANKSHARES INC
S-4/A, 1997-11-10
STATE COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on November 10, 1997

Registration No. 333 - 36091
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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COMMUNITY FIRST BANKSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 6022 46-0391436
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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520 Main Avenue
Fargo, North Dakota 58124-0001
(701) 298-5600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
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Donald R. Mengedoth, President
COMMUNITY FIRST BANKSHARES, INC.
520 Main Avenue
Fargo, North Dakota 58124-0001
(701) 298-5600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
Patrick Delaney, Esq.
Martin R. Rosenbaum, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
(612) 371-3211

Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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COMMUNITY FIRST BANKSHARES, INC.

Cross Reference Sheet Required by Item 501(b) of Regulation S-K

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ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS
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1. Forepart of Registration Statement and outside Front
Cover Page of Prospectus. . . . . . . . . . . . . . . . Facing Page of Registration Statement; Cover Page of
Prospectus

2. Inside Front and Outside Back Cover Pages of
Prospectus. . . . . . . . . . . . . . . . . . . . . . . Inside Front Cover Page of the Prospectus; Table of
Contents

3. Risk Factors, Ratio of Earnings to Fixed Charges and
Other Information . . . . . . . . . . . . . . . . . . . Prospectus Summary; Certain Factors

4. Terms of the Transaction . . . . . . . . . . . . . . . Prospectus Summary; The Exchange Offer; Description of
the New Notes; Certain Federal Income Tax Consequences

5. Pro Forma Financial Information . . . . . . . . . . . . Prospectus Summary; Summary Pro Forma Condensed
Combined Financial Information

6. Material Contacts with the Company Being Acquired . . . *

7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters . . . . . *

8. Interests of Named Experts and Counsel Legal Matters; Experts

9. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities. . . . . . . . . . . . . *

10. Information with Respect to S-3 Registrants . . . . . . Prospectus Summary

11. Incorporation of Certain Information by Reference
Incorporation of Certain Information by Reference

12. Information with Respect to S-2 or S-3 Registrants. . . *

13. Incorporation of Certain Information by Reference . . . *

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14. Information with Respect to Registrants Other Than
S-3 or S-2 Registrants. . . . . . . . . . . . . . . . . *

15. Information with Respect to S-3 Companies . . . . . . . *

16. Information with Respect to S-2 or S-3 Companies. . . . *

17. Information with Respect to Companies Other than
S-2 or S-3 Companies. . . . . . . . . . . . . . . . . . *

18. Information if Proxies, Consents or Authorizations
are to be Solicited . . . . . . . . . . . . . . . . . . *

15. Information if Proxies, Consents or Authorizations
are not to be Solicited pr or in an Exchange Offer. . . *
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*Not Applicable

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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

PROSPECTUS

OFFER TO EXCHANGE
7.30% SUBORDINATED NOTES DUE 2004
FOR ANY AND ALL OF THE OUTSTANDING 7.30% SUBORDINATED NOTES
DUE 2004 ISSUED IN JUNE 1997
OF

COMMUNITY FIRST BANKSHARES, INC.

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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON DECEMBER 11, 1997, UNLESS EXTENDED.

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Community First Bankshares, Inc., a Delaware corporation (the "Company"),
hereby offers, upon the terms and subject to the conditions set forth in this
Prospectus and the accompanying Letter of Transmittal (which together constitute
the "Exchange Offer"), to exchange its 7.30% Subordinated Notes due 2004 (the
"New Notes") for an equal principal amount of its outstanding 7.30% Subordinated
Notes due 2004 issued in June 1997 (the "Old Notes"), of which $60,000,000
principal amount is outstanding. The terms of the New Notes are substantially
the same as the terms of the Old Notes, except that the New Notes have been
registered under the Securities Act of 1933, as amended (the "Securities Act").
The New Notes will evidence the same debt as the Old Notes and will be entitled
to the benefits of the Indenture governing the Old Notes (the "Indenture"). The
Old Notes and the New Notes are sometimes referred to herein collectively as the
"Notes." See "The Exchange Offer" and "Description of New Notes."

The New Notes will bear interest at the rate of 7.30% per annum and
interest will be payable semiannually on June 30 and December 31, commencing on
December 31, 1997. Holders of the Old Notes whose Old Notes are accepted for
exchange will receive, in cash, accrued interest thereon to, but not including,
the date of issuance of the New Notes, such interest to be payable with the
first interest payment on the New Notes, and will be deemed to have waived the
right to receive any payment in respect of interest on the Old Notes accrued
from and after the date of issuance of the New Notes. Like the Old Notes, the
New Notes will be unsecured general obligations of the Company and will be
subordinated to all "Senior Indebtedness" (as defined) of the Company.

The Company will not receive any proceeds from the Exchange Offer. In the
event the Company terminates the Exchange Offer and does not accept for exchange
any Old Notes, the Company will promptly return the Old Notes to the holders
thereof. See "The Exchange Offer."

PAYMENT OF PRINCIPAL OF THE NOTES MAY BE ACCELERATED ONLY IN THE CASE OF
BANKRUPTCY, INSOLVENCY OR LIQUIDATION OF THE COMPANY. THERE IS NO RIGHT OF
ACCELERATION IN THE CASE OF DEFAULT IN THE PAYMENT OF PRINCIPAL OF, OR INTEREST
ON, ANY NOTE OR IN THE PERFORMANCE OF ANY OTHER COVENANTS OF THE COMPANY.

SEE "CERTAIN FACTORS" COMMENCING ON PAGE 12 HEREIN FOR A DISCUSSION OF FACTORS
THAT, AMONG OTHERS, SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

THE NOTES ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, BY ANY OTHER GOVERNMENTAL AGENCY, OR
OTHERWISE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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Based on no-action letters issued by the staff of the Securities and
Exchange Commission (the "Commission") to third parties, the Company believes
that the New Notes issued pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by any holder thereof (other than any
such holder which is an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act) without compliance with the registration and
prospectus delivery requirements of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such holder's business and that
such holder does not intend to participate and has no arrangement or
understanding with any person to participate in the distribution of such New
Notes. Each broker-dealer that receives New Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The Letter of Transmittal states
that by so acknowledging and by delivering a prospectus, such broker-dealer will
not be deemed to be admitting that it is an "underwriter" within the meaning of
the Securities Act. This Prospectus, as amended or supplemented from time to
time, may be used by such broker-dealer in connection with resales of New Notes
received in exchange for Old Notes where such Old Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. See "Plan of Distribution."

Prior to this Exchange Offer, there has been no public market for the Old
Notes or the New Notes. If a market for the New Notes should develop, the New
Notes could trade at a discount from their principal amount. The Company does
not currently intend to list the New Notes on any securities exchange. There
can be no assurance that an active public market for the New Notes will develop.

The date of this Prospectus is November 10, 1997.

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AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Registration Statement", which term
shall include all amendments, exhibits and schedules thereto) on Form S-4 under
the Securities Act of 1933, as amended, (the "Securities Act") with respect to
the New Notes. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement and the exhibits and schedules thereto. Statements made in this
Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete; with respect to each such contract,
agreement or other document filed as an exhibit or schedule to the Registration
Statement, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement shall be deemed qualified in its
entirety by such reference.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, including exhibits thereto, as well as
such reports, proxy statements and other information filed with the Commission
may be inspected without charge at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the following regional offices of the Commission: Northwestern
Atrium Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661; and Seven
World Trade Center, 13th Floor, New York, New York 10007. Copies of all or part
of such materials can be obtained from those offices upon payment of certain
fees prescribed by the Commission. Such reports, proxy statements and other
information concerning the Company also may be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005. The
Commission also maintains an internet web site at http://www.sec.gov containing
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents have been filed by the Company with the Commission
and are incorporated herein by reference: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, as amended on Form 10-K/A
filed on May 8, 1997; (ii) the Company's Form 10-Q for the quarter ended March
31, 1997; (iii) the Company's Form 8-K report filed on July 29, 1997; (iv) the
Company's Form 10-Q for the quarter ended June 30, 1997; and (v) the Company's
Form 8-K/A report filed September 22, 1997.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the oral or written request of any such
person, a copy of all documents which are incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests for such
copies should be directed to Mark A. Anderson, Executive Vice President,
Community First Bankshares, Inc., 520 Main Avenue, Fargo, North Dakota
58124-0001, telephone number (701) 298-5600.

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TABLE OF CONTENTS
Page
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Available Information......................................................... 3
Incorporation of Certain Information by Reference............................. 3
Prospectus Summary............................................................ 5
Certain Factors.............................................................. 16
Recent Developments......................................................... 18
Use of Proceeds.............................................................. 21
The Exchange Offer........................................................... 21
Description of the New Notes................................................ 28
Certain Federal Income Tax Consequences...................................... 34
Plan of Distribution......................................................... 35
Legal Matters................................................................ 36
Experts...................................................................... 36

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PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ
IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION INCLUDED ELSEWHERE IN THIS
PROSPECTUS AND THE FINANCIAL STATEMENTS AND DOCUMENTS INCORPORATED BY REFERENCE
HEREIN. UNLESS THE CONTEXT CLEARLY SUGGESTS OTHERWISE, REFERENCES TO THE
COMPANY INCLUDE THE COMPANY AND ITS SUBSIDIARIES.

THE COMPANY

Community First Bankshares, Inc., a Delaware corporation (the "Company"),
is a multi-bank holding company that as of August 31, 1997 operated banks and
bank branches (the "Banks") in 103 communities in Colorado, Iowa, Minnesota,
Nebraska, North Dakota, South Dakota, Wisconsin and Wyoming and had total
assets of approximately $4.2 billion. The Company operates community banks
primarily in small and medium-sized communities and the surrounding market
areas. The Company provides a full range of financial products and services
to individuals and businesses, including commercial and consumer banking,
trust, insurance and investment services.

The Company's primary strategy is to operate and continue to acquire banks
and bank branches in communities which generally have populations between 3,000
and 50,000 and are located in the Company's key target acquisition states of
Arizona, Colorado, Iowa, Kansas, Minnesota, Montana, Nebraska, North Dakota,
South Dakota, Wisconsin and Wyoming, and additionally in the adjacent states of
Idaho, Illinois, Missouri, New Mexico, Oklahoma and Utah (this seventeen state
area is collectively referred to as the "Acquisition Area"). Such communities
are believed to provide the Company with the opportunity for a stable,
relatively low-cost deposit base. The individual banks and bank branches sought
to be acquired by the Company generally have approximately $20 million to $150
million in assets.

On September 10, 1997, the Company entered into an Office Purchase and
Assumption Agreement (the "Branch Purchase Agreement") to acquire 37 branch
banks located in Arizona, Colorado and Utah (the "Bank One Branches") from
three subsidiary banks of Banc One Corporation. At June 30, 1997, the Bank
One Branches had total deposits of $639 million and loans of $70 million.
Under the terms of the Branch Purchase Agreement, the Company will pay a
purchase price premium equal to 6% of the deposits of the Bank One Branches
at closing. This premium is estimated to be $38.3 million, based upon deposit
levels at June 30, 1997. Consummation of the Branch Purchase Agreement is
contingent upon regulatory approval, among other things, and is anticipated
to occur during the fourth quarter of 1997. The acquisition will be accounted
for as an acquisition of assets and assumption of liabilities and will result
in the recognition by the Company of approximately $38.3 million in
deposit-based intangibles. See "Recent Developments - Pending Acquisitions."

On August 22 and August 28, 1997, respectively, the Company entered into
separate merger agreements to acquire First National Summit Bankshares, Inc.,
Gunnison, Colorado ("Summit") and Republic National Bancorp, Inc., Phoenix,
Arizona ("Republic"). As of June 30, 1997, Summit had total assets of
approximately $86 million and banking offices in five Colorado communities,
and Republic had total assets of approximately $53 million and one banking
office in Phoenix, Arizona. On completion of the Republic and Summit mergers,
and subject to adjustments set forth in the respective merger agreements,
the Company expects to issue approximately 368,500 shares of its common stock
to the holders of Republic common stock and approximately 400,000 shares of its
common stock to the holders of Summit common stock, respectively. In addition,
the holders of Summit preferred stock will receive $100 per share surrendered
plus accrued but unpaid dividends to the effective time of the merger. The
necessary regulatory approvals have been received for the Summit and Republic
transactions, and consummation of these transactions is anticipated to occur
during the fourth quarter of 1997. Each of these business combinations is
expected to be accounted for as a pooling of interests. See "Recent
Developments - Pending Acquisitions."

On July 14, 1997, the Company acquired KeyBank National Association,
Cheyenne, Wyoming ("KeyBank Wyoming"), a subsidiary of KeyCorp, for a cash
purchase price of approximately $135 million. As of June 30, 1997, KeyBank
Wyoming had total assets of approximately $1.1 billion and banking offices in
24 communities in Wyoming. The transaction was accounted for as a business
combination using the purchase method of accounting and resulted in
recognition of goodwill by the Company of approximately $60 million. See
"Recent Developments - Significant Acquisitions."

On December 18, 1996, the Company acquired Mountain Parks Financial Corp.
("Mountain Parks"), a bank holding company that operated a state chartered
bank with full service commercial banking facilities in 17 Colorado
communities. The facilities in two of these communities were sold following
the acquisition. At September 30, 1996, Mountain Parks had total assets of
approximately $581.8 million. The Company issued approximately 5.2 million
shares of common stock for a total transaction value of approximately $142.2
million, based on the market value as of the date of closing. The
transaction was a business combination accounted for as a pooling of
interests. See "Recent Developments - Significant Acquisitions."

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The Company provides its banks with the advantages of affiliation with a
multi-bank holding company, such as access to its lines of financial
services, including trust products and administration, insurance and
investment services, data processing services, credit policy formulation and
review, investment management and specialized staff support, while granting
substantial autonomy to managers of the Banks with respect to day-to-day
operations, customer service decisions and marketing. The Banks are
encouraged to participate in community activities, support local charities
and community development, and otherwise to serve their communities.

The Company's principal executive offices are located at 520 Main Avenue,
Fargo, North Dakota 58124-0001 and its telephone number is (701) 298-5600. The
Company also maintains a web site at http://www.cfbx.com.

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THE EXCHANGE OFFER
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The Exchange Offer. . . . . . . . . . . The Company is offering to exchange up to $60,000,000 aggregate principal amount
of the New Notes for a like principal amount of its Old Notes. The Company will
issue the New Notes to holders on or promptly after the Expiration Date (as
defined below).

Based on an interpretation by the staff of the Commission set forth in no-action
letters issued to third parties, the Company believes that New Notes issued
pursuant to the Exchange Offer in exchange for Old Notes may be offered for
resale, resold and otherwise transferred by any holder thereof (other than any
such holder which is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act and certain broker-dealers and their affiliates) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Notes are acquired in the ordinary course
of such holder's business and that such holder does not intend to participate and
has no arrangement or understanding with any person to participate in the
distribution of such New Notes. See "Plan of Distribution."

The Exchange Offer applies to $60,000,000 aggregate principal amount of the Old
Notes. The terms of the New Notes are substantially the same as the terms of the
Old Notes except that the New Notes have been registered under the Securities Act.
The New Notes will evidence the same debt as the Old Notes and will be entitled
to the benefits of the Indenture. See "Description of New Notes."

Expiration Date . . . . . . . . . . . . The Exchange Offer will expire at 5:00 p.m., New York City time,
on December 11, 1997 unless the Exchange Offer is extended, in which case the
term "Expiration Date" means the latest date and time to which the Exchange Offer
is extended.

Accrued Interest
on the New Notes
and Old Notes . . . . . . . . . . . . Each New Note will bear interest from its issuance date. Holders of Old Notes
that are accepted for exchange will receive, in cash, accrued interest thereon to,
but not including, the issuance date of the New Notes. Such interest will be paid
on December 31, 1997 with the first interest payment on the New Notes. Interest
on the Old Notes accepted for exchange will cease to accrue upon issuance of the
New Notes.

Conditions to the
Exchange Offer. . . . . . . . . . . . The Exchange Offer is subject to certain customary conditions, which may be waived
by the Company. See "The Exchange Offer - Conditions."
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Procedures for Tendering
Old Notes . . . . . . . . . . . . . . Each holder of Old Notes wishing to accept the Exchange Offer must complete, sign and
date the accompanying Letter of Transmittal (the "Letter of Transmittal") or a
facsimile thereof, in accordance with the instructions contained herein and therein,
and mail or otherwise deliver such Letter of Transmittal, or such facsimile, together
with the Old Notes and any other required documentation to the Exchange Agent (as
defined below) at the address set forth herein. By executing the Letter of
Transmittal, each holder will represent to the Company that, among other things, (i)
the New Notes acquired pursuant to the Exchange Offer are being acquired in the
ordinary course of business of the person receiving such New Notes, (ii) neither the
holder nor any such other person is engaging in, or intends to engage or has an
arrangement or understanding with any person to participate in the distribution of such
New Notes and (iii) neither the holder nor any such other person is an "affiliate," as
defined under Rule 405 of the Securities Act, of the Company. In the case of a
broker-dealer that receives New Notes for its own account in exchange for Old Notes
which were acquired by it as a result of market-making or other trading activities,
the Letter of Transmittal will also include an acknowledgment that the broker-dealer
will deliver a copy of this Prospectus in connection with the resale by it of New Notes
received pursuant to the Exchange Offer. See "The Exchange Offer - Purpose and Effect
of the Exchange Offer," "The Exchange Offer - Procedures for Tendering" and "Plan of
Distribution." Following the consummation of the Exchange Offer, holders of Old Notes
not tendered or tendered and not accepted will not have any further registration rights
and the Old Notes will continue to be subject to certain restrictions on transfer.
Accordingly, the liquidity of the market for the Old Notes could be adversely affected.

Special Procedures for
Beneficial Owners . . . . . . . . . . Any beneficial owner whose Old Notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and who wishes to tender should contact
such registered holder promptly and instruct such registered holder to tender on such
beneficial owner's behalf. If such beneficial owner wishes to tender on such owner's
own behalf, such owner must, prior to completing and executing the Letter of
Transmittal and delivering his or her Old Notes, either make appropriate arrangements
to register ownership of the Old Notes in such owner's name or obtain a properly
completed bond power from the registered holder. The transfer of registered ownership
may take considerable time and may not be able to be completed prior to the Expiration
Date.

Guaranteed Delivery
Procedures. . . . . . . . . . . . . . Holders of Old Notes who wish to tender their Old Notes and whose Old Notes are not
immediately available or who cannot deliver their Old Notes, the Letter of Transmittal
or any other documents required by the Letter of Transmittal to the Exchange Agent
prior to the Expiration Date must tender their Old Notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer - Guaranteed Delivery
Procedures."

Withdrawal Rights . . . . . . . . . . . Tenders may be withdrawn at any time prior to 5:00 p.m., New York City time, on the
Expiration Date by furnishing a written or facsimile transmission notice of withdrawal
to the Exchange Agent containing the information set forth in "The Exchange Offer -
Withdrawal of Tenders."
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Certain Federal Income
Tax Considerations. . . . . . . . . . For a discussion of certain Federal income tax considerations relating to the exchange
of the Old Notes for the New Notes, see "Certain Federal Income Tax Consequences."

Acceptance of Old Notes
and Delivery of New Notes. . . . . . . The Company will accept for exchange any and all Old Notes which are properly tendered
in the Exchange Offer prior to 5:00 p.m., New York City time, on the Expiration Date.
The New Notes issued pursuant to the Exchange Offer will be delivered promptly
following the Expiration Date. See "The Exchange Offer-Terms of the Exchange Offer."

Exchange Agent. . . . . . . . . . . . . Norwest Bank Minnesota, National Association (the "Exchange Agent") is serving as
Exchange Agent in connection with the Exchange Offer.

THE NEW NOTES

Securities Offered. . . . . . . . . . . $60,000,000 aggregate principal amount of 7.30% Subordinated Notes Due 2004 (the "New
Notes").

Denominations . . . . . . . . . . . . . $1,000 and integral multiples thereof.

Minimum Investment. . . . . . . . . . . $100,000.

Maturity . . . . . . . . . . . . . . . June 30, 2004.

Optional or Mandatory Redemption. . . . None.

Mandatory Redemption. . . . . . . . . . None.

Sinking Fund. . . . . . . . . . . . . . None.

Interest Payment Dates. . . . . . . . . Semiannually on June 30 and December 31 of each year, commencing December 31, 1997.
The first interest payment will represent interest from the date of issuance of the New
Notes to December 31, 1997. See "Description of the New Notes -- General."

Limited rights of acceleration. . . . . Payment of principal of the New Notes may be accelerated only in the case of certain
events involving the bankruptcy, insolvency or reorganization of the Company which
constitute an Acceleration Event (as defined). There is no right of acceleration in
the case of a default in the payment of principal of or interest on the New Notes or
the performance of any other covenant of the Company in the Indenture. See
"Description of the New Notes -- Acceleration Events."

Restrictive Covenants . . . . . . . . . The indenture pursuant to which the New Notes will be issued (the "Indenture"), among
other things, restricts the ability of the Company under certain circumstances to pay
cash dividends or to make other capital distributions. See "Description of the New
Notes -- Restriction on Dividends and Other Distributions."
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Use of proceeds . . . . . . . . . . . . The Company will not receive any proceeds from this offering. See "Use of Proceeds."

Subordination . . . . . . . . . . . . . The New Notes will be unsecured general obligations of the Company and will be
subordinated to all existing and future Senior Indebtedness" (as defined) of the
Company in the manner and to the extent described herein. Senior Indebtedness of the
Company aggregated approximately $79 million as of June 30, 1997. On a pro forma
basis, reflecting the subsequent issuance of additional long-term debt incurred in
connection with the acquisition of KeyBank Wyoming, at June 30, 1997 Senior
Indebtedness would have been approximately $109 million. There is no limitation on
the Company's ability to create or incur Senior Indebtedness or indebtedness ranking
on a parity with the New Notes. See "Description of the New Notes -- Subordination."

Rating. . . . . . . . . . . . . . . . . The New Notes have been rated BBB by Duff & Phelps Credit Rating Co. and BBB-by
Fitch Investors Service, L.P.
</TABLE>

CERTAIN FACTORS

Offerees should consider carefully the specific information set forth under
"Certain Factors" and the other information set forth in this Prospectus before
determining whether to accept the Exchange Offer.

10
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<PAGE>
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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth certain consolidated financial data
concerning the Company. The summary financial data for each of the five years
ended December 31, 1996 is derived from the audited consolidated financial
statements of the Company, and related notes thereto, incorporated herein by
reference. The summary financial data as of and for the six months ended June
30, 1997 and 1996 have been derived from the Company's unaudited consolidated
financial statements. The unaudited consolidated financial statements reflect,
in the opinion of management, all adjustments of a normal recurring nature
necessary for a fair presentation of financial condition and results of
operations. The results for the six months ended June 30, 1997 are not
necessarily indicative of the results to be expected for the entire year. The
summary financial data should be read in conjunction with the consolidated
financial statements of the Company, and the related notes thereto, and
Management's Discussion and Analysis of Financial Condition and Results of
Operations incorporated by reference in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, which report is incorporated herein by
reference.

<TABLE>
<CAPTION>
Six Months
Ended June 30, Year Ended December 31,
-------------- --------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
(unaudited)
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
HISTORICAL OPERATING DATA:
Interest income . . . . . . . . . . . . $126,903 $ 109,201 $ 229,426 $ 192,868 $ 143,237 $ 121,146 $115,309
Interest expense. . . . . . . . . . . . 51,089 45,522 95,234 82,891 53,468 47,271 50,870
--------- --------- --------- --------- --------
Net interest income . . . . . . . . . . 75,814 63,679 134,192 109,977 89,769 73,875 64,439
Provision for loan losses . . . . . . . 5,032 2,331 6,757 2,711 1,839 2,149 2,433
-------- -------- --------- --------- --------- --------- --------
Net interest income after
provision for loan losses. . . . . . 70,782 61,348 127,435 107,266 87,930 71,726 62,006
Noninterest income. . . . . . . . . . . 19,968 12,617 27,370 22,488 18,992 18,158 14,640
Noninterest expense . . . . . . . . . . 57,716 46,657 104,288 82,593 70,241 60,854 52,992
-------- -------- --------- --------- --------- --------- --------
Income before income taxes,
extraordinary item and
cumulative effect of
accounting change. . . . . . . . . . 33,034 27,308 50,517 47,161 36,681 29,030 23,654
Provision for income taxes. . . . . . . 11,102 9,439 18,007 17,208 13,952 10,775 8,546
-------- -------- --------- --------- --------- --------- --------
Income before extraordinary
item and cumulative effect
of accounting change . . . . . . . . 21,932 17,869 32,510 29,953 22,729 18,255 15,108
Extraordinary item, net of tax (1). . . (265) -- -- -- -- -- --
Cumulative effect of accounting
change . . . . . . . . . . . . . . . -- -- -- -- -- 359 --
-------- -------- --------- --------- --------- --------- --------
Net income. . . . . . . . . . . . . . . 21,667 17,869 32,510 29,953 22,729 18,614 15,108
Dividends on preferred stock (2). . . . -- 805 1,610 1,610 1,091 -- --
-------- -------- --------- --------- --------- --------- --------
Net income applicable to common
equity . . . . . . . . . . . . . . . $ 21,667 $ 17,064 $ 30,900 $ 28,343 $ 21,638 $ 18,614 $ 15,108
-------- -------- --------- --------- --------- --------- --------
-------- -------- --------- --------- --------- --------- --------
Earnings per common and common
equivalent share:
Primary earnings per share before
extraordinary item and cumulative
effect of accounting change . . . $ 1.20 $ 1.04 $ 1.85 $ 1.82 $ 1.48 $ 1.29 $ 1.07
Extraordinary item, net of tax (1) . (0.02) -- -- -- -- -- --
Cumulative effect of accounting
change. . . . . . . . . . . . . . -- -- -- -- -- 0.03 --
Primary earnings per share . . . . . $ 1.18 $ 1.04 $ 1.85 $ 1.82 $ 1.48 $ 1.32 $ 1.07
Fully diluted earnings per share
before extraordinary item and
cumulative effect of accounting
change. . . . . . . . . . . . . . $ 1.17 $ 1.00 $ 1.79 $ 1.74 $ 1.42 $ 1.27 $ 1.07
Extraordinary item, net of tax (1) . (0.02) -- -- -- -- -- --
Cumulative effect of accounting
change. . . . . . . . . . . . . . -- -- -- -- -- 0.03
Fully diluted earnings per share . . $ 1.15 $ 1.00 $ 1.79 $ 1.74 $ 1.42 $ 1.30 $ 1.07
</TABLE>

11
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HISTORICAL OPERATING RATIOS AND OTHER
DATA:
Return on average assets (3). . . . . . 1.41% 1.30% 1.13% 1.24% 1.13% 1.10% 1.04%
Return on average common
shareholders' equity (3). . . . . . . 18.22% 18.27% 15.69% 18.19% 16.77% 16.64% 15.10%
Net interest margin (3) . . . . . . . . 5.53% 5.24% 5.32% 5.06% 4.95% 4.74% 4.85%
Net charge-offs to average loans (3). . 0.21% 0.12% 0.22% 0.17% 0.00% 0.08% 0.33%
Ratio of earnings to fixed charges (4):
Excluding interest on deposits. . . 4.86x 4.96x 4.14x 4.46x 5.23x 7.60x 8.53x
Including interest on deposits. . . 1.65x 1.58x 1.52x 1.55x 1.66x 1.61x 1.46x

HISTORICAL FINANCIAL CONDITION DATA
(END OF PERIOD):
Assets. . . . . . . . . . . . . . . . . $3,164,899 $2,818,818 $3,116,398 $2,769,976 $2,130,619 $1,883,794 $1,576,275
Loans . . . . . . . . . . . . . . . . . 2,175,593 1,851,429 2,064,108 1,767,193 1,330,146 1,037,666 813,550
Investment securities (5) . . . . . . . 711,357 723,213 729,236 717,342 613,239 653,722 579,078
Deposits. . . . . . . . . . . . . . . . 2,470,691 2,322,394 2,537,440 2,359,716 1,794,565 1,627,989 1,374,859
Preferred securities of subsidiary (6). 60,000 -- -- -- -- -- --
Long-term debt. . . . . . . . . . . . . 78,566 39,086 46,750 81,288 38,092 48,354 18,015
Preferred stockholders' equity (2). . . -- 23,000 22,988 23,000 23,000 -- --
Common stockholders' equity . . . . . . 261,385 190,999 221,583 181,004 134,701 125,071 103,911
Book value per common share . . . . . . 14.00 11.80 12.92 11.25 9.23 8.78 7.64
Tangible book value per
common share. . . . . . . . . . . . . 11.88 9.64 10.63 9.08 8.09 7.93 7.01

HISTORICAL FINANCIAL CONDITION RATIOS
(END OF PERIOD):
Nonperforming assets to total loans
and OREO. . . . . . . . . . . . . . . 0.77% 0.38% 0.70% 0.31% 0.34% 0.62% 1.13%
Allowance for loan losses to
total loans . . . . . . . . . . . . . 1.39% 1.30% 1.27% 1.29% 1.30% 1.38% 1.38%
Allowance for loan losses to
nonperforming loans . . . . . . . . . 203% 479% 201% 608% 537% 296% 224%

REGULATORY CAPITAL RATIOS
(END OF PERIOD):
Tier 1 capital. . . . . . . . . . . . . 11.26% 8.82% 8.88% 8.51% 10.64% 10.16% 10.97%
Total capital . . . . . . . . . . . . . 15.34% 11.19% 11.10% 11.18% 13.46% 13.44% 12.47%
Leverage ratio. . . . . . . . . . . . . 8.89% 6.53% 6.62% 6.10% 7.12% 6.12% 6.40%

NET INCOME AND RATIOS EXCLUDING
GOODWILL AND OTHER INTANGIBLE ASSETS
AMORTIZATION AND BALANCES:
Net income applicable to common
equity. . . . . . . . . . . . . . . . $23,336 $18,365 $ 33,714 $ 30,522 $ 23,194 $ 19,948 $ 15,896
Fully diluted earnings per share. . . . $ 1.24 $ 1.07 $ 1.95 $ 1.86 $ 1.50 $ 1.39 $ 1.13
Return on average assets (3). . . . . . 1.53% 1.41% 1.25% 1.34% 1.22% 1.18% 1.10%

</TABLE>

12
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<PAGE>
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Return on average common
stockholders' equity (3). . . . . . . 19.62% 19.67% 17.12% 19.58% 17.98% 17.83% 15.89%
</TABLE>

- --------------------------

(1) Represents the loss from early extinguishment of debt, less applicable
income taxes of $159,000.
(2) The Company redeemed its 7% Cumulative Convertible Preferred Stock
in March 1997.
(3) Annualized based on results for the six months ended June 30, 1997 and
1996.
(4) For purposes of computing the ratio of earnings to fixed charges, earnings
represent income before income taxes, extraordinary items and fixed
charges. Fixed charges represent interest expense, including the interest
component of rental expense, and preferred stock dividends. Fixed charges
attributable to the preferred stock dividends are assumed to equal the
amount of pre-tax income that would be necessary to pay such dividends.
(5) Includes available-for-sale securities and held-to-maturity securities.
(6) Consists of company-obligated mandatorily redeemable preferred securities
of CFB Capital I, a wholly-owned business trust, which holds solely
junior subordinated debentures of the Company.

- --------------------------------------------------------------------------------

13
<PAGE>
- --------------------------------------------------------------------------------

SUMMARY PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following unaudited pro forma condensed combined financial data is
presented to show the impact on the Company's historical financial position
and results of operations of the acquisition of KeyBank Wyoming in July 1997,
which was accounted for as a business combination using the purchase method
of accounting. See "Recent Developments -- Significant Acquisitions." The
unaudited pro forma condensed combined financial condition data assumes that
the acquisition was consummated on the last day of each period presented, and
the unaudited pro forma condensed combined operating data assumes that the
acquisition was consummated at the beginning of each period presented. The
unaudited pro forma condensed combined operating data also assumes that the
following events occurred at the beginning of each period presented: (i) the
$60 million offering of 8 7/8% Cumulative Capital Securities completed in
February 1997, (ii) the redemption on March 31, 1997 of the Company's 7.75%
Subordinated Notes due 2000 in the principal amount of $23 million, and (iii)
the conversion during March 1997 of substantially all of the Company's 7%
Cumulative Convertible Preferred Stock. The pro forma information should be
read in conjunction with the pro forma condensed combined financial
statements and the historical consolidated financial statements (including
the related notes thereto) of the Company incorporated herein by reference.
The pro forma information is not necessarily indicative of the financial
condition of the Company that would have resulted had the acquisition been
consummated on the last day of each period presented, or of the results of
operations that would have resulted had the acquisition and other assumed
events been consummated at the beginning of the periods for which data is
presented, nor is it necessarily indicative of the results of operations of
future periods or future combined financial position.

<TABLE>
<CAPTION>
Six Months Year Ended
Ended June 30, 1997 December 31, 1996
------------------- -----------------
(Dollars in thousands, except per share data)
<S> <C> <C>
PRO FORMA OPERATING DATA:
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $161,598 $306,507
Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,114 137,760
-------- --------
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,484 168,747
Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,008 9,015
-------- --------
Net interest income after provision for loan losses . . . . . . . . . . . . . 88,476 159,732
Noninterest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,261 38,188
Noninterest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,873 147,354
-------- --------
Income before income taxes, extraordinary item and
cumulative effect of accounting change. . . . . . . . . . . . . . . . . . . . 35,864 50,566
Provision for income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 11,417 16,780
-------- --------
Income before extraordinary item and cumulative effect of
accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,447 33,786
Extraordinary item, net of tax (1). . . . . . . . . . . . . . . . . . . . . . . (265) --
Cumulative effect of accounting change. . . . . . . . . . . . . . . . . . . . . -- --
--------- --------
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,182 33,786
Earnings per common and common equivalent share:
Primary earnings per share before extraordinary item and
cumulative effect of accounting change . . . . . . . . . . . . . . . . . . $ 1.30 $1.86
Extraordinary item, net of tax (1). . . . . . . . . . . . . . . . . . . . . . (0.01) --
Cumulative effect of accounting change. . . . . . . . . . . . . . . . . . . . -- --
Primary earnings per share. . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.29 $1.86
Fully diluted earnings per share before extraordinary
item and cumulative effect of accounting change . . . . . . . . . . . . . . $ 1.30 $1.86
Extraordinary item, net of tax (1). . . . . . . . . . . . . . . . . . . . . . (0.01) --
Cumulative effect of accounting change. . . . . . . . . . . . . . . . . . . . -- --
Fully diluted earnings per share. . . . . . . . . . . . . . . . . . . . . . . $ 1.29 $1.86
Average common shares outstanding:
Primary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,701,137 18,141,716
Fully diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,773,723 18,154,966
</TABLE>

14
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<PAGE>
- --------------------------------------------------------------------------------

Six Months Year Ended
Ended June 30, 1997 December 31, 1996
------------------- -----------------
(Dollars in thousands, except per share data)
(Unaudited)
<S> <C> <C>
PRO FORMA OPERATING RATIOS AND OTHER DATA:
Return on average assets (2) . . . . . . . . . . . . . . . . . . . . . . . . . 1.16% 0.85%
Return on average common shareholders' equity (2). . . . . . . . . . . . . . . 19.50% 15.29%
Net interest margin (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13% 5.04%
Net charge-offs to average loans (2) . . . . . . . . . . . . . . . . . . . . . 0.18% 0.17%
Ratio of earnings to fixed charges (3):
Excluding interest on deposits . . . . . . . . . . . . . . . . . . . . . . . 4.91x 3.47x
Including interest on deposits . . . . . . . . . . . . . . . . . . . . . . . 1.53x 1.37x

PRO FORMA FINANCIAL CONDITION DATA (END OF PERIOD):
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,149,465 $4,182,295
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,613,973 2,561,930
Investment securities (4). . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,186 993,741
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,402,566 3,532,928
Preferred securities of subsidiary (6) . . . . . . . . . . . . . . . . . . . . 60,000 60,000
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,171 123,750
Common shareholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . 261,385 245,636
Book value per common share. . . . . . . . . . . . . . . . . . . . . . . . . . 14.00 13.21
Tangible book value per common share . . . . . . . . . . . . . . . . . . . . . 8.57 7.76

PRO FORMA FINANCIAL CONDITION RATIOS (END OF PERIOD):
Nonperforming assets to total loans and OREO (5) . . . . . . . . . . . . . . . 1.05% 0.84%
Allowance for loan losses to total loans . . . . . . . . . . . . . . . . . . . 1.44% 1.33%
Allowance for loan losses to nonperforming loans (5) . . . . . . . . . . . . . 157% 187%

REGULATORY CAPITAL RATIOS (END OF PERIOD):
Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.19% 6.71%
Total capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.52% 10.21%
Leverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.25% 4.97%
NET INCOME AND RATIOS EXCLUDING GOODWILL AND OTHER
INTANGIBLE ASSETS AMORTIZATION AND BALANCES:
Net income applicable to common equity . . . . . . . . . . . . . . . . . . . . $ 26,217 $ 39,703
Fully diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . $ 1.47 $ 2.19
Return on average assets (2) . . . . . . . . . . . . . . . . . . . . . . . . . 1.35% 1.03%
Return on average common shareholders' equity (2). . . . . . . . . . . . . . . 22.19% 17.97%
</TABLE>

(1) Represents loss from early extinguishment of debt, less applicable income
taxes of $159,000.
(2) Annualized based on results for the six months ended June 30, 1997.
(3) For purposes of computing the ratio of earnings to fixed charges, earnings
represent income before income taxes, extraordinary items and fixed
charges. Fixed charges represent interest expense, including the interest
component of rental expense, and preferred stock dividends. Fixed charges
attributable to the preferred stock dividends are assumed to equal the
amount of pre-tax income that would be necessary to pay such dividends.
(4) Includes available-for-sale securities and held-to-maturity securities.
(5) Adjusted to reflect nonperforming assets (consisting entirely of
nonperforming loans) of KeyBank Wyoming retained by KeyCorp at closing.
(6) Consists of company-obligated mandatorily redeemable preferred securities
of CFB Capital I, a wholly-owned business trust, which holds solely
junior subordinated debentures of the Company.

15
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<PAGE>

CERTAIN FACTORS

OFFEREES SHOULD CONSIDER CAREFULLY THE FOLLOWING SPECIFIC INFORMATION, AS
WELL AS OTHER INFORMATION SET FORTH IN THIS PROSPECTUS, BEFORE DETERMINING
WHETHER TO ACCEPT THE EXCHANGE OFFER.

RISKS INVOLVED IN ACQUISITION STRATEGY

The Company's acquisitions will continue to present material risks, as
the Company has grown and intends to continue to grow primarily through
acquisitions of banks and other financial institutions. Such acquisitions
involve risks of adversely changing results of operations, unforeseen
liabilities or asset quality problems of acquired entities and other
conditions beyond the control of the Company, such as adverse personnel
relations, loss of customers because of change of identity, and deterioration
in local economic conditions. In connection with the acquisition of
financial institutions, the Company may from time to time acquire new
businesses that are different from its core business of commercial banking
and which present operating and strategic risks different from those
confronted in its core business. These various acquisition risks can be
heightened by larger transactions. To date, KeyBank Wyoming and Mountain
Parks are the largest institutions acquired by the Company. The proposed
acquisition of the Bank One Branches also represents a large acquisition for
the Company, and is expected to be consummated at about the same time as the
proposed Summit and Republic acquisitions. These proposed acquisitions are
subject to various conditions, and there can be no assurance that they will
be consummated. See "Recent Developments -- Pending Acquisitions."

Managing growth through acquisitions, including absorption and training of
personnel, combination of office and operations procedures and related matters,
is a difficult process. In connection with its recent significant
acquisitions, the Company has experienced challenges with data and item
processing conversion, management training, staffing and other operational
integration areas. These issues have resulted in the need for management and
support personnel to allocate increased time to the integration process, in some
cases slowing the acquired institutions' marketing and business development
efforts. Although the Company has taken steps to address the issues resulting
from recent acquisitions, the Company may experience such issues in connection
with future acquisitions, and there can be no assurance that these problems will
not result in disruption or expense.

Management believes future growth in the assets and earnings of the Company
will depend in significant part on consummation of further acquisitions. The
ability of the Company to pursue this strategy depends in part on its capital
position and, in the case of cash acquisitions, on its cash assets or ability to
acquire cash. Further, acquisition candidates may not be available in the
future on terms favorable to the Company. The Company must compete with a
variety of individuals and institutions, including major regional bank holding
companies, for suitable acquisition candidates. Although the Company has
focused its attention on smaller markets, in which the Company believed there
was less competition from the money center banks and major regional bank holding
companies, the Company recently acquired operations in metropolitan areas. The
Company may make further acquisitions of companies with operations in
metropolitan areas, in which case it will face more competition for such
acquisitions from larger institutions. Further, certain regional holding
companies have focused on the smaller markets traditionally targeted by the
Company, and there can be no assurance that the acquisition activities of
competitors in these markets will not increase. Such competition is likely to
affect the Company's ability to make acquisitions, increase the price that the
Company pays for certain acquisitions and increase the Company's costs in
analyzing possible acquisitions.

SOURCE OF PAYMENTS TO HOLDERS OF NEW NOTES

As a holding company, with the substantial majority of its assets
represented by its equity interest in its subsidiary banks, the Company's
ability to pay interest on the New Notes depends primarily upon the cash
dividends the Company receives from the subsidiary banks. Dividend payments
from the subsidiary banks are subject to regulatory limitations, generally based
on current and retained earnings, imposed by the various regulatory agencies
with authority over the respective subsidiary banks. Payment of dividends is
also subject to regulatory restrictions if such dividends would impair the
capital of the subsidiary banks. Payment of subsidiary bank dividends is also
subject to the bank's profitability, financial condition and capital
expenditures and other cash flow requirements. No assurance can be given that
the subsidiary banks will be able to pay dividends at past levels, or at all, in
the future. The New Notes mature on June 30, 2004, and there is no sinking fund
established or other provision for earlier retirement. See "Description of the
New Notes."

SUBORDINATION OF NEW NOTES

The payment of principal of and interest on the New Notes is unsecured and
is subordinated in right of payment to all Senior Indebtedness of the Company,
as defined in the Indenture. As a result, in the event of the dissolution,
liquidation or reorganization of the Company or the occurrence and continuance
of an event of default under any Senior Indebtedness, the holders of New Notes
would not receive payment until the holders of Senior Indebtedness were fully
satisfied or such event of default was cured or waived. Senior Indebtedness of
the Company aggregated approximately $79 million as of June 30, 1997. On a pro
forma basis, reflecting the issuance of additional long-term debt incurred
through a line of credit in connection with the acquisition of KeyBank Wyoming,
at June 30, 1997 Senior Indebtedness would have been approximately $109

16
<PAGE>

million. There is no limitation on the Company's ability to create or incur
Senior Indebtedness or indebtedness ranking on a parity with the New Notes.
Further, because the Company is a bank holding company, the right of the Company
to participate in any distribution of assets of any subsidiary upon such
subsidiary's liquidation or reorganization or otherwise (and thus the ability of
holders of the New Notes to benefit indirectly from such distribution), is
subject to the prior claims of creditors of that subsidiary, except to the
extent that the Company may itself be recognized as a creditor of that
subsidiary. Accordingly, the New Notes will be effectively subordinated to all
existing and future liabilities of the Company's subsidiaries, including its
banks, and holders of the New Notes should look only to the assets of the
Company for payment on the New Notes. See "Description of the New Notes --
Subordination."

LIMITED TRADING MARKET; LACK OF LIQUIDITY

As with the Old Notes, there can be no assurance as to the liquidity of any
markets that exist or may develop for the New Notes, the ability of holders of
the New Notes to sell their New Notes or the price at which holders would be
able to sell their New Notes. Any trading in the New Notes might be limited and
sporadic, and the New Notes could trade at prices that may be higher or lower
than the initial offering price thereof depending on many factors, including,
among other things, the Company's ability to effect the Exchange Offer,
prevailing interest rates, the Company's operating results and the market for
similar securities. Piper Jaffray Inc. and Keefe, Bruyette and Woods, Inc., the
initial purchasers in the offering of Old Notes (the "Initial Purchasers") have
advised the Company that they currently intend to make a market in the New
Notes; however, the Initial Purchasers are not obligated to do so and any market
making may be discontinued at any time without notice. The Company does not
intend to apply for listing of the New Notes offered hereby on any securities
exchange.

Historically, and particularly in recent periods, the market for
non-investment grade debt has been subject to disruptions that have caused
substantial volatility in the prices of securities similar to the New Notes.
There can be no assurance that the market for the New Notes will not be subject
to similar disruptions.

LIMITED RIGHT OF ACCELERATION OF NOTES

Payment of principal of or interest on the New Notes may be accelerated
only in the case of the bankruptcy, insolvency or reorganization of the Company.
There is no right of acceleration in the case of a default in the payment of
principal or interest on the New Notes or in the performance of any other
covenant of the Company. See "Description of the New Notes -- Acceleration
Events."

NEED FOR ADDITIONAL FINANCING

The Company's ability to execute its business strategy depends to a
significant degree on its ability to obtain additional indebtedness and equity
capital. Other than as described herein, the Company has no commitments for
additional borrowings or sales of equity capital and there can be no assurance
that the Company will be successful in consummating any such future financing
transactions on terms satisfactory to the Company, if at all. Factors which
could affect the Company's access to the capital markets, or the costs of such
capital, include changes in interest rates, general economic conditions and the
perception in the capital markets of the Company's business, results of
operations, leverage, financial condition and business prospects. Each of these
factors is to a large extent subject to economic, financial, competitive and
other factors beyond the Company's control. In addition, covenants under the
Company's current and future debt securities and credit facilities may
significantly restrict the Company's ability to incur additional indebtedness.

The Company is conducting an offering of $40 million of capital
securities of a business trust subsidiary and intends to complete an offering
of common stock (the "Common Stock Offering"), with estimated proceeds of $50
million, at approximately the same time as this offering. The Company
intends to use the net proceeds of these two offerings to capitalize the
Company's subsidiary banks that will acquire the Bank One Branches. If the
acquisition of the Bank One Branches does not occur when it is anticipated,
or at all, the Company will retain the net proceeds of this offering and the
Common Stock Offering for general corporate purposes, which may include,
without limitation, other possible future acquisitions, funding investments
in, or extension of credit to, the Company's subsidiaries, repayment of
maturing obligations and redemption of securities. If the Company does not
complete the Common Stock Offering, the Company may be unable to consummate
the acquisition of the Bank One Branches or to include all of the Capital
Securities as Tier 1 capital, although the Company believes it would be able
to include a substantial majority of the Capital Securities as Tier 1 capital.

COMPETITION

Banking is a highly competitive industry. The Banks compete directly with
other banks and lending and financial institutions in their local communities.
The Banks also compete indirectly with regional and national financial
institutions, especially in larger metropolitan market areas in which the
Company has increased its operations as a result of recent acquisitions.
Further, changes in government regulation of banking, particularly recent
legislation which removes restrictions on interstate banking and permits
interstate branching, are likely to increase competition by out-of-state banking
organizations or by other financial institutions in the Company's smaller
markets as well as its metropolitan market areas.

REGULATION

As a bank holding company, the Company is subject to extensive regulation
by the Federal Reserve Board. This regulation limits the manner in which the
Company and the Banks conduct their businesses and obtain financing and is
designed primarily to protect depositors and not to benefit holders of
securities of financial institutions. In addition, the Banks are subject to
extensive regulation by various federal and state regulatory authorities.
The banking industry is subject to changing laws and regulations. Recent
trands have steadily expanded the geographic scope of services that may be
offered by the banking industry and have allowed additional competition in
many geographic regions. In September 1994, the Interstate Banking and
Branching Efficiency Act of 1994 ("IBBEA") was enacted. The IBBEA largely
eliminated restrictions on interstate banking and since June 1, 1997 has
permitted interstate branching, subject to certain options which states may
enact by law. Certain aspects of the IBBEA were clarified and amended in
1997, with the passage of the Riegle-Neal Clarification Act. The Economics
Growth and Regulatory Paperwork Reduction Act of 1996 ("EGRPRA") streamlined
application processes and eased regulations in several areas, facilitating
acquisitions and expansion of non-banking activities. The IBBEA and EGRPRA
may increase competition by both out-of-state and in-state banking
organizations or by other financial institutions. There can be no assurance
that implementation of and changes in laws and regulations affecting banking
will not adversely affect the Company.

KEY PERSONNEL

Continued profitability of the Banks and the Company are dependent on a
limited number of key persons, including Donald R. Mengedoth, the President and
Chief Executive Officer, Mark A. Anderson, the Executive Vice President and
Chief Financial Officer, Ronald K. Strand, the Executive Vice President, Banking
Group, and David E. Groshong, the Executive Vice President, Financial Services,
of the Company. There would likely be a difficult transition period in case the
services of any of these individuals were lost to the Company because of death
or other reasons. There is no assurance that the Company will be able to retain
its current key personnel or attract additional qualified key persons as needed.

<PAGE>

RECENT DEVELOPMENTS

PENDING ACQUISITIONS

BANK ONE BRANCHES. On September 10, 1997, the Company entered into an
Office Purchase and Assumption Agreement (the "Branch Purchase Agreement") with
three subsidiary banks of Banc One Corporation (the "Bank One Banks"). The
Branch Purchase Agreement generally provides for the conveyance of deposits and
certain assets associated with 37 branch banks (individually, a "Bank One
Branch" or, collectively, the "Bank One Branches") located in Arizona (25
locations), Colorado (8 locations in 7 markets) and Utah (4 locations). At June
30, 1997, the Bank One Branches had total deposits of $639 million and loans of
$70 million. Under the terms of the Branch Purchase Agreement, the Company will
pay a purchase price premium equal to 6% of the deposits of the Bank One
Branches at closing. This premium is estimated to be $38.3 million, based upon
deposit levels at June 30, 1997. Consummation of the Branch Purchase Agreement
is contingent upon regulatory approval, among other things, and is anticipated
to occur during the fourth quarter of 1997. The acquisition will be accounted
for as an acquisition of assets and assumption of liabilities and will result in
the recognition by the Company of approximately $38.3 million in deposit based
intangibles.

In the Branch Purchase Agreement, the Bank One Banks made certain
representations and warranties to the Company as to matters including the
businesses, operations and financial condition of the Bank One Branches. These
representations and warranties generally terminate as of the date of closing,
except such as are contained in bills of sale or related documents. The Company
made representations and warranties to the Bank One Banks as to certain matters,
including lack of any conflicts of the Branch Purchase Agreement with certain
agreements, documents or laws relating to the Company. The Bank One Banks have
agreed (i) with specific exceptions, not to acquire or operate any building,
office or other facility or premises within a three mile radius of any Bank One
Branch office for a period of at least two years after the closing date; (ii)
with specific exceptions, not to solicit deposits or refinancing of certain
loans from customers of the Bank One Branches for a period of at least one year
after the closing date; and (iii) to indemnify the Company from losses arising
out of operations at the Bank One Branches, except that such indemnification
does not apply to any loans or assets of the Bank One Branches acquired by the
Company and is subject to certain other exceptions.

The Branch Purchase Agreement is subject to termination by each party upon
a material breach of the agreement by the other party, among other events. In
addition, the agreement may be terminated by the Bank One Banks if the closing
has not occurred on or before December 15, 1997, unless the failure to
consummate the transaction by such time is due to a breach of the agreement by
the Bank One Banks. The Company has deposited $1.5 million with the Bank One
Banks, which they may retain if the Company fails to consummate the acquisition
on or before December 15, 1997. Consummation of the Branch Purchase Agreement
is contingent upon regulatory approval and other customary conditions to
closing. Because the Company does not currently have an Arizona chartered bank,
the regulatory approval of the purchase of the Arizona branches will depend on
either completing the Republic acquisition, described below, on or before
December 15, 1997 or obtaining a new banking charter in Arizona on or before
that date. Also, in order to meet the regulatory capital requirements for
completion of the Bank One Branches acquisition, the Company intends to increase
its level of Tier 1 capital by at least $75 million through the completion of
this offering and an anticipated public offering of common stock for
approximately $50 million in proceeds on or before December 15, 1997. See "Use
of Proceeds; Purpose of Offering." The Company believes that it will be able to
consummate the acquisition of the Bank One Branches on or before December 15,
1997; however, no assurance can be given that the Company will be able to meet
this timetable. If the acquisition is not completed by that date, the Company
may be required to forfeit the deposit paid to the Bank One Banks.

<PAGE>

REPUBLIC NATIONAL BANCORP, INC. On August 28, 1997, the Company executed
an Agreement and Plan of Merger (the "Republic Merger Agreement") with Republic
National Bancorp, Inc., Phoenix, Arizona ("Republic") and Republic Acquisition
Corporation. At June 30, 1997, Republic had a single bank office located in
Phoenix, Arizona and had total assets of approximately $53 million, total
deposits of approximately $48 million and total stockholders' equity of
approximately $5 million. On completion of the merger, and subject to
adjustments set forth in the Republic Merger Agreement, the Company expects to
issue approximately 368,500 shares of common stock to the former holders of
Republic common stock. The Company expects to complete the acquisition of
Republic, subject to regulatory approval, during the fourth quarter of 1997.
The acquisition is expected to be accounted for as a pooling of interests.

FIRST NATIONAL SUMMIT BANKSHARES, INC. On August 22, 1997, the Company
executed an Agreement and Plan of Merger, including a First Amendment to the
Agreement and Plan of Merger (the "Summit Merger Agreement"), with First
National Summit Bankshares, Inc., Gunnison, Colorado ("Summit") and Summit
Acquisition Corporation. At June 30, 1997, Summit had offices in five locations
in Colorado and had total assets of approximately $86 million, total deposits of
approximately $77 million and total stockholders' equity of approximately $7
million. Pursuant to the Summit Merger Agreement, holders of Summit common
stock will receive shares of common stock of the Company in exchange for their
shares and holders of Summit preferred stock will receive $100 per share
surrendered plus accrued but unpaid dividends to the effective time of the
merger. On completion of the merger, and subject to adjustments as set forth in
the Summit Merger Agreement, the Company expects to issue approximately 400,000
shares of common stock to the former holders of Summit common stock. The
Company expects to complete the acquisition of Summit, subject to regulatory
approval, during the fourth quarter of 1997. The acquisition is expected to be
accounted for as a pooling of interests.

SIGNIFICANT ACQUISITIONS

In 1997 and 1996, the Company completed the significant acquisitions
described below.

KEYBANK WYOMING. On July 14, 1997, the Company purchased KeyBank National
Association, Cheyenne, Wyoming ("KeyBank Wyoming"), from KeyCorp, its parent
corporation, ("KeyCorp"), for a purchase price of $135 million. KeyBank Wyoming
has been renamed "Community First National Bank." As of June 30, 1997, KeyBank
Wyoming had total assets of approximately $1.1 billion and 28 banking offices
located in 24 communities in Wyoming, including Cheyenne, Laramie, Casper,
Sheridan and Jackson. The Company believes its Wyoming banking network is the
largest in Wyoming, providing a full range of commercial and consumer banking
services throughout the state. The transaction was accounted for as a business
combination using the purchase method of accounting and resulted in the
recognition of goodwill by the Company of approximately $60 million.

MOUNTAIN PARKS FINANCIAL CORP. On December 18, 1996, the Company acquired
Mountain Parks Financial Corp. ("Mountain Parks"), a bank holding company that
operated a state chartered bank with full service commercial banking facilities
in 17 Colorado communities. At September 30, 1996, Mountain Parks had total
assets of approximately $581.8 million and total stockholders' equity of
approximately $57.1 million. Upon completion of the merger, the Company issued
approximately 5.2 million shares of common stock to the former holders of
Mountain Parks common stock. The market value of the Company's common stock
issued in the merger was approximately $142.2 million, based on the closing
price of the Company's common stock on the Nasdaq National Market on December
18, 1996. The Mountain Parks banking offices are located in winter ski and
summer recreational areas in the Colorado mountains and in the greater
Denver/Boulder metropolitan area. Pursuant to commitments made with the Federal
Reserve to address resulting concentrations in certain Colorado banking markets,
the Company sold Mountain Parks banking offices in two Colorado communities.
The Mountain Parks banking offices' primary lending focus is on commercial
loans, real estate mortgage loans, residential real estate construction loans
and, to a lesser extent, consumer loans.

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<PAGE>

USE OF PROCEEDS

The Company will not receive any proceeds from the issuance of the New
Notes offered hereby. In consideration for the New Notes, as contemplated in
this Prospectus, the Company will receive in exchange a like principal amount of
Old Notes, which were privately placed by the Company on June 24, 1997, the
terms of which are identical in all material respects to the New Notes. The Old
Notes surrendered in exchange for the New Notes will be retired. Accordingly,
the issuance of the New Notes will not result in any substantive change in the
indebtedness of the Issuer. Net proceeds from the sale of the Old Notes were
used to fund a portion of the purchase price for the Company's acquisition of
KeyBank Wyoming.

The New Notes will be treated as Tier 2 capital for regulatory purposes.
Under current regulations, the principal amount of the New Notes qualifying as
Tier 2 capital will decline 20% each year beginning five years from the date of
maturity of the New Notes. As Tier 2 capital, the New Notes will help to
strengthen further the capital structure of the Company.

THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER

The Old Notes were sold by the Company on June 24, 1997 (the "Closing
Date") to the Initial Purchasers, with further distribution permitted only to a
limited number of institutional investors. In connection therewith, the Company
entered into the Registration Rights Agreement with the Initial Purchasers (the
"Registration Rights Agreement") as of the Closing Date for the benefit of the
Initial Purchasers and their transferees, which requires, among other things,
that (i) the Company file with the Commission within 90 days of the Closing Date
a registration statement under the Securities Act with respect to an issue of
new notes of the Company identical in all material aspects to the Old Notes,
(ii) the Company use its best efforts to cause such registration statement to
become effective under the Securities Act within 150 days of the Closing Date
and, (iii) upon the effectiveness of that registration statement, the Company
offer to the holders of the Old Notes the opportunity to exchange their Old
Notes for a like principal amount of New Notes, which will be issued without a
restrictive legend and may be reoffered and resold by the holder without
restrictions or limitations under the Securities Act. A copy of the
Registration Rights Agreement has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The term "Holder" with respect to
the Exchange Offer means any person in whose name Old Notes are registered on
the books of the Company or any other person who has obtained a properly
completed bond power from a registered Holder. No securities other than the New
Notes are included in the Exchange Offer.

Based on no-action letters issued by the staff of the Commission to third
parties, the Company believes that the New Notes issued pursuant to the Exchange
Offer in exchange for Old Notes may be offered for resale, resold and otherwise
transferred by any Holder of such New Notes (other than any such Holder which is
an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act and certain broker-dealers and their affiliates) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, based on the representations of each person receiving New Notes
to the effect that such New Notes are acquired in the ordinary course of such
Holder's or any other such person's business and such Holder or any other such
person does not intend to engage or participate and has no arrangement or
understanding with any person to engage or participate in the distribution of
such New Notes. Any Holder who tenders in the Exchange Offer with the intention
to participate, or for the purpose of participating, in a distribution of the
New Notes must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with a secondary resale transaction. In
addition, any Holder which is a broker-dealer and which, having made certain
representations in accepting the Exchange Offer, receives New Notes for its own
account in exchange for Old Notes which were acquired by such broker-dealer as a
result of market-making activities or other trading activities may be deemed to
be an "underwriter" with respect to the New Notes and in connection with any
resale of New Notes must acknowledge that it will comply with the prospectus
delivery requirements of the Securities Act (for which purposes this Prospectus
may be used as the required prospectus).

20
<PAGE>

As a result of the filing and effectiveness of the Registration Statement
(within the period specified in the Registration Rights Agreement) of which this
Prospectus is a part, the Company will not be required to pay certain liquidated
damages. Following the consummation of the Exchange Offer, Holders of Old Notes
not tendered will not have any further registration rights, and Old Notes will
continue to be subject to certain restrictions on transfer. Accordingly, the
liquidity of the market for the Old Notes could be adversely affected.

TERMS OF THE EXCHANGE OFFER

Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal (together, the "Exchange Offer"), the Holders
may tender some or all of their Old Notes pursuant to the Exchange Offer.
However, Old Notes may be tendered only in integral multiples of $1,000.

The terms of the New Notes are substantially the same as the terms of the
Old Notes except that the New Notes have been registered under the Securities
Act. The New Notes will evidence the same debt as the Old Notes and will be
entitled to the benefits of the Indenture.

As of the date of this Prospectus, $60,000,000 aggregate principal amount
of the Old Notes is outstanding and there are 14 registered Holders. This
Prospectus, together with the Letter of Transmittal, is being sent to all such
registered Holders as of November 10, 1997.

Holders of Old Notes do not have any appraisal or dissenters' rights under
the General Corporation Law of Delaware or the Indenture in connection with the
Exchange Offer. The Company intends to conduct the Exchange Offer in accordance
with the applicable requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the rules and regulations of the Commission
thereunder.

The Exchange Offer is not conditioned upon there being tendered any minimum
aggregate principal amount of Old Notes. The Company shall be deemed to have
accepted validly tendered Old Notes when, as and if the Company has given oral
or written notice thereof to the Exchange Agent. The Exchange Agent will act as
agent for the tendering Holders for the purposes of receiving the New Notes from
the Company.

If any tendered Old Notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, the certificates for any such unaccepted Old Notes will be returned,
without expense, to the tendering Holder thereof as promptly as practicable
after the Expiration Date.

Holders who tender Old Notes in the Exchange Offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the Letter
of Transmittal, transfer taxes with respect to the exchange of Old Notes
pursuant to the Exchange Offer. The Company will pay all charges and expenses,
other than transfer taxes in certain circumstances, in connection with the
Exchange Offer.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
December 11, 1997, unless the Company, in its sole discretion, extends the
Exchange Offer, in which case the term "Expiration Date" shall mean the latest
date and time to which the Exchange Offer is extended. The Expiration Date will
be at least 20 business days after the commencement of the Exchange Offer. The
Company expressly reserves the right, at any time or from time to time, to
extend the period of time during which the Exchange Offer is open, and thereby
delay acceptance for exchange of any Old Notes by giving oral notice (confirmed
in writing) or written notice to the Exchange Agent and by giving written notice
of such extension to the Holders thereof or by timely public announcement
communicated, unless otherwise required by applicable

21
<PAGE>

law or regulation, by making a release through the Dow Jones News Service, in
each case, no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration date. During any such extension, all
Old Notes previously tendered will remain subject to the Exchange Offer.

The Company expressly reserves the right, in its sole discretion, (i) to
delay accepting any Old Notes, to extend the Exchange Offer or to terminate the
Exchange Offer if any of the conditions set forth below under "Conditions" shall
not have been satisfied, by giving oral or written notice of such delay,
extension or termination to the Exchange Agent or (ii) to amend the terms of the
Exchange Offer in any manner. Any such delay in acceptance, extension,
termination or amendment will be followed as promptly as practicable by oral or
written notice thereof to the registered Holders. If the Exchange Offer is
amended in a manner determined by the Company to constitute a material change,
the Company will promptly disclose such amendment by means of a prospectus
supplement that will be distributed to the registered Holders, and the Company
will extend the Exchange Offer for a period of five to 10 business days,
depending upon the significance of the amendment and the manner of disclosure to
the registered Holders, if the Exchange Offer would otherwise expire during such
five to 10 business day period.

Without limiting the manner in which the Company may choose to make public
announcement of any delay, extension, amendment or termination of the Exchange
Offer, the Company shall have no obligation to publish, advertise, or otherwise
communicate any such public announcement, other than by making a timely release
to the Dow Jones News Service.

INTEREST ON THE NEW NOTES

The New Notes will bear interest from their date of issuance. Holders of
Old Notes that are accepted for exchange will receive, in cash, accrued interest
thereon to, but not including, the date of issuance of the New Notes. Such
interest will be paid on December 31, 1997 with the first interest payment on
the New Notes. Interest on the New Notes accepted for exchange will cease to
accrue upon issuance of the New Notes.

The New Notes bear interest at a rate equal to 7.30% per annum. Interest
on the New Notes is payable semi-annually on each June 30 and December 31,
commencing on the first such date following their date of issuance.

PROCEDURES FOR TENDERING

Only a Holder of Old Notes may tender such Old Notes in the Exchange Offer.
To tender in the Exchange Offer, a Holder must complete, sign and date the
Letter of Transmittal, or a facsimile thereof, have the signatures thereon
guaranteed if required by the Letter of Transmittal, and mail or otherwise
deliver such Letter of Transmittal or such facsimile, together with the Old Note
and any other required documents, to the Exchange Agent prior to 5:00 p.m., New
York City time, on the Expiration Date. To be tendered effectively, the Old
Notes, Letter of Transmittal and other required documents must be received by
the Exchange Agent at the address set forth below under "Exchange Agent" prior
to 5:00 p.m., New York City time, on the Expiration Date.

The tender by a Holder will constitute an agreement between such Holder and
the Company in accordance with the terms and subject to the conditions set forth
herein and in the Letter of Transmittal.

THE LETTER OF TRANSMITTAL WILL INCLUDE REPRESENTATIONS TO THE COMPANY THAT,
AMONG OTHER THINGS, (I) THE NEW NOTES RECEIVED PURSUANT TO THE EXCHANGE OFFER
ARE BEING ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE PERSON RECEIVING
SUCH NEW NOTES (WHETHER OR NOT SUCH PERSON IS THE HOLDER), (II) NEITHER THE
HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT OR UNDERSTANDING WITH ANY
PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH NEW NOTES, (III) NEITHER THE

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<PAGE>

HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED IN RULE 405 UNDER
THE SECURITIES ACT, OF THE COMPANY, (IV) THE HOLDER IS NOT ENGAGED IN AND DOES
NOT INTEND TO ENGAGE IN, A DISTRIBUTION OF THE NEW NOTES, AND (V) IF THE
TENDERING HOLDER IS A BROKER OR DEALER (AS DEFINED IN THE EXCHANGE ACT) (X) IT
ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES AND (Y) IT HAS NOT ENTERED INTO ANY
ARRANGEMENT OR UNDERSTANDING WITH THE COMPANY OR ANY "AFFILIATE" OF THE COMPANY
(WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT) TO DISTRIBUTE THE NEW
NOTES TO BE RECEIVED IN THE EXCHANGE OFFER. IN THE CASE OF A BROKER-DEALER THAT
RECEIVED NEW NOTES FOR ITS OWN ACCOUNT IN EXCHANGE FOR OLD NOTES WHICH WERE
ACQUIRED BY IT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES, THE
LETTER OF TRANSMITTAL WILL ALSO INCLUDE AN ACKNOWLEDGMENT THAT THE BROKER-DEALER
WILL DELIVER A COPY OF THIS PROSPECTUS IN CONNECTION WITH THE RESALE BY IT OF
NEW NOTES RECEIVED PURSUANT TO THE EXCHANGE OFFER. SEE "PLAN OF DISTRIBUTION."

The method of delivery of Old Notes and the Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the Holder. Instead of delivery by mail, it is recommended that Holders use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure delivery to the Exchange Agent before the Expiration Date. No
Letter of Transmittal or Old Notes should be sent to the Company. Holders may
request their respective brokers, dealers, commercial banks, trust companies or
nominees to effect the above transactions for such Holders.

Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered Holder promptly and instruct such
registered Holder to tender on such beneficial owner's behalf. If such
beneficial owner wishes to tender on such owner's own behalf, such owner must,
prior to completing and executing the Letter of Transmittal and delivering such
owner's Old Notes, either make appropriate arrangements to registered ownership
of the Old Notes in such owner's name or obtain a properly completed bond power
from the registered Holder. The transfer of registered ownership may take
considerable time.

Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by any Eligible Institution (as defined below)
unless the Old Notes tendered pursuant thereto are tendered (i) by a registered
Holder who has not completed the box entitled "Special Registration
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal or
(ii) for the account of an Eligible Institution (as defined below). In the
event that signatures on a Letter of Transmittal or notice of withdrawal, as the
case may be are required to be guaranteed, such guarantee must be by a financial
institution which is a commercial bank or trust company located or having an
office or correspondence in the United States, or any member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., which firm or financial institution must also be a
member of or participant in the Securities Transfer Agents Medallion Program,
the Stock Exchanges Medallion Program of the New York Stock Exchange Medallion
Signatures Program (any such firm or financial institution, an "Eligible
Institution.")

If the Letter of Transmittal is signed by a person other than the
registered Holder of any Old Notes listed therein, such Old Notes must be
endorsed or accompanied by a properly completed bond power, signed by such
registered Holder as such registered Holder's name appears on such Old Notes.

If the Letter of Transmittal or any Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with the Letter of Transmittal.

The Exchange Agent has established accounts with respect to the Old Notes
at the book-entry transfer facility, The Depository Trust Company (the
"Book-Entry Transfer Facility"), for the purpose of facilitating the Exchange
Offer. Any

23
<PAGE>

financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of Old Notes by causing the
Book-Entry Transfer Facility to transfer such Old Notes into the Exchange
Agent's account with respect to the Old Notes in accordance with the Book-Entry
Transfer Facility's procedures for such transfer. However, although delivery of
Old Notes may be effected through book-entry transfer into the Exchange Agent's
account at the Book-Entry Transfer Facility, an appropriate Letter of
Transmittal properly completed and duly executed with any required signature
guarantee and all other required documents must in each case be transmitted to
and received or confirmed by the Exchange Agent at its address set forth below
on or prior to the Expiration Date, or, if the guaranteed delivery procedures
described below are complied with, within the time period provided under such
procedures. Delivery of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Exchange Agent.

All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the absolute right to reject
any and all Old Notes not properly tendered or any Old Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instruction in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Company shall determine. Although the Company intends to notify Holders of
defects or irregularities with respect to tenders of Old Notes, neither the
Company, the Exchange Agent nor any other person shall incur any liability for
failure to give such notification. Tenders of Old Notes will not be deemed to
have been made until such defects or irregularities have been cured or waived.
Any Old Notes received by the Exchange Agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering Holders, unless otherwise
provided in the Letter of Transmittal, as soon as practicable following the
Expiration Date.

In addition, the Company reserves the right in its sole discretion to
purchase or make offers for any Old Notes that remain outstanding subsequent to
the Expiration Date or, as set forth below under "Conditions," to terminate the
Exchange Offer and, to the extent permitted by applicable law, purchase Old
Notes in the open market, in privately negotiated transactions or otherwise.
The terms of any such purchases or offers could differ from the terms of the
Exchange Offer.

GUARANTEED DELIVERY PROCEDURES

Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent prior to the
Expiration Date, may effect a tender if:

(a) the tender is made through an Eligible Institution;

(b) prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, mail or hand
delivery) setting forth the name and address of the Holder, the
certificate number(s) of such Old Notes and the principal amount of
Old Notes tendered, stating that the tender is being made thereby and
guaranteeing that, within five New York Stock Exchange trading days
after the Expiration Date, the Letter of Transmittal (or facsimile
thereof) together with the certificate(s) representing the Old Notes
(or a confirmation of book-entry transfer of such Old Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility), and
any other documents required by the Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent; and

(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate(s) representing all
tendered Old Notes (or a confirmation of book-entry transfer of such
Old Notes into

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the Exchange Agent's account at the Book-Entry Transfer Facility), in
proper form for transfer, and all other documents required by the Letter of
Transmittal are received by the Exchange Agent within five New York Stock
Exchange trading days after the Expiration Date.

Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Old Notes according to the guaranteed
delivery procedures set forth above.

WITHDRAWAL OF TENDERS

Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

To withdraw a tender of Old Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth herein prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having deposited the Old Notes to be withdrawn (the "Depositor"),
(ii) identify the Old Notes to be withdrawn (including the certificate number or
numbers and principal amount of such Old Notes, or, in the case of Old Notes
transferred by book-entry transfer, the name and number of the account at the
Book-Entry Transfer Facility to be credited), (iii) be signed by the Holder in
the same manner as the original signature on the Letter of Transmittal by which
such Old Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Trustee with respect
to the Old Notes register the transfer of such Old Notes into the name of the
person withdrawing the tender and (iv) specify the name in which any such Old
Notes are to be registered, if different from that of the Depositor. All
questions as to the validity, form and eligibility (including time of receipt)
of such notices will be determined by the Company, whose determination shall be
final and binding upon all parties. Any Old Notes so withdrawn will be deemed
not to have been validly tendered for purposes of the Exchange Offer and no New
Notes will be issued with respect thereto unless the Old Notes so withdrawn are
validly retendered. Any Old Notes which have been tendered but which are not
accepted for exchange will be returned to the Holder thereof without cost to
such Holder as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Old Notes may be
retendered by following one of the procedures described above under "Procedures
for Tendering" at any time prior to the Expiration Date.

CONDITIONS

Notwithstanding any other term of the Exchange Offer, the Company shall not
be required to accept for exchange, or exchange New Notes for, any Old Notes,
and may terminate the Exchange Offer as provided herein before the acceptance of
such Old Notes, if:

(a) Any action or proceeding is instituted or threatened in any court
or by or before any governmental agency with respect to the Exchange Offer
which, in the sole judgment of the Company, might materially impair the
ability of the Company to proceed with the Exchange Offer or materially
impair the contemplated benefits of the Exchange Offer to the Company, or
any material adverse development has occurred in any existing action or
proceeding with respect to the Company or any of its subsidiaries;

(b) any change, or any development involving a prospective change, in
the business or financial affairs of the Company, or any of its
subsidiaries has occurred which, in the sole judgment of the Company, might
materially impair the ability of the Company to proceed with the Exchange
Offer or materially impair the contemplated benefits of the Exchange Offer
to the Company;

(c) any law, statute, rule or regulation is proposed, adopted or
enacted which, in the sole judgment of the Company, might materially impair
the ability of the Company to proceed with the Exchange Offer or materially
impair the contemplated benefits of the Exchange Offer to the Company; or

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<PAGE>

(d) any governmental approval has not been obtained, which approval
the Company shall in its sole discretion, deem necessary for the
consummation of the Exchange Offer as contemplated hereby.

If the Company determines in its sole discretion that any of the conditions
are not satisfied, the Company may (i) refuse to accept any Old Notes and return
all tendered Old Notes to the tendering Holders, (ii) extend the Exchange Offer
and retain all Old Notes tendered prior to the expiration of the Exchange Offer,
subject, however, to the rights of Holders to withdraw such Old Notes (see
"Withdrawal of Tenders") or (iii) waive such unsatisfied conditions with respect
to the Exchange Offer and accept all properly tendered Old Notes which have not
been withdrawn. If such waiver constitutes a material change to the Exchange
Offer, the Company will promptly disclose such waiver by means of a prospectus
supplement that will be distributed to the registered Holders, and the Company
will extend the Exchange Offer for a period of five to 10 business days,
depending upon the significance of the waiver and the manner of disclosure to
the registered Holders, if the Exchange Offer would otherwise expire during such
five to 10 business day period.

EXCHANGE AGENT

Norwest Bank Minnesota, National Association, St. Paul, Minnesota, has been
appointed as Exchange Agent for the Exchange Offer. Questions and requests for
assistance, requests for additional copies of this Prospectus or of the Letter
of Transmittal and requests for Notices of Guaranteed Delivery should be
directed to the Exchange Agent addressed as follows:

<TABLE>
<CAPTION>
<S> <C>
BY REGISTERED OR CERTIFIED MAIL: BY OVERNIGHT COURIER:
Norwest Bank Minnesota, National Association Norwest Bank Minnesota, National Association
P. O. Box 738 161 North Concord Exchange
161 North Concord Exchange St. Paul, Minnesota 55075
St. Paul, Minnesota 55075-0738 Attn: Corporate Trust Services

BY FACSIMILE: BY HAND:
(612) 450-2452 Norwest Bank Minnesota, National Association
Attn: Corporate Trust Services 161 North Concord Exchange
St. Paul, Minnesota 55075
Confirm by telephone: Attn: Corporate Trust Services
(800) 468-9716

</TABLE>

SOLICITATION OF TENDERS; FEES AND EXPENSES

The expenses of soliciting tenders will be borne by the Company. The
principal solicitation is being made by mail; however, additional solicitation
may be made by telegraph, telephone or in person by officers and regular
employees of the Company and its affiliates.

The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers, dealers or others
soliciting acceptances of the Exchange Offer. The Company, however, will pay
the Exchange Agent reasonable and customary fees for its services and will
reimburse it for its reasonable out-of-pocket expenses in connection therewith.

The cash expenses to be incurred in connection with the Exchange Offer will
be paid by the Company and are estimated in the aggregate to be $ 50,000. Such
expenses include fees and expenses of the Exchange Agent and Trustee, accounting
and legal fees, and printing costs.

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The Company will pay all transfer taxes, if any, applicable to the exchange
of Old Notes pursuant to the Exchange Offer. If, however, certificates
representing New Notes or Old Notes for principal amounts are not tendered or
accepted for exchange or are to be delivered to, or are to be issued in the name
of, any person other than the registered Holder of the Old Notes tendered, or if
tendered Old Notes are registered in the name of any person other than the
person signing the Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Old Notes pursuant to the Exchange Offer,
then the amount of any such transfer taxes (whether imposed on the registered
Holder or any other persons) will be payable by the tendering Holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering Holder.

ACCOUNTING TREATMENT

The New Notes will be recorded at the same carrying value as the Old Notes,
as reflected in the Company's accounting records on the date of the exchange.
Accordingly, no gain or loss for accounting purposes will be recognized. The
expenses of the Exchange Offer will be amortized over the term of the New Notes.

OTHER

Participation in the Exchange Offer is voluntary. Holders of the Old Notes
are urged to consult their financial and tax advisors in making their own
decisions on what action to take.

As a result of the making of, and upon acceptance for exchange of all
validly tendered Old Notes pursuant to the terms of this Exchange Offer, the
Company will have fulfilled a covenant contained in the terms of the
Registration Rights Agreement. Holders of the Old Notes who do not tender their
certificates in the Exchange Offer will continue to hold such certificates and
will be entitled to all the rights, and limitations applicable thereto, under
the Indenture, except for any such rights under the Registration Rights
Agreement which by their terms terminate or cease to have further effect as a
result of the making of this Exchange Offer. See "Description of the New
Notes." All untendered Old Notes will continue to be subject to the
restrictions on transfer set forth in the Indenture. To the extent that Old
Notes are tendered and accepted in the Exchange Offer, the trading market for
untendered Old Notes could be adversely affected.

The Company may in the future seek to acquire untendered Old Notes in open
market or through privately negotiated transactions, subject to provisions of
its debt agreements, through subsequent offers or otherwise. The Company has no
present plan to acquire any Old Notes which are not tendered in the Exchange
Offer or to file a registration statement to permit resales of any Old Notes
which are not tendered pursuant to the Exchange Offer.

DESCRIPTION OF THE NEW NOTES

GENERAL

The New Notes will be issued by the Company under an indenture (the
"Indenture") between the Company and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee"), a copy of the form of which is filed
as an exhibit to the Registration Statement of which this Prospectus is a part.
The Notes are not savings accounts or deposits of the Company Banks and are not
insured by the FDIC, any other governmental agency or otherwise. The following
summary of certain provisions of the Indenture and the New Notes does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, the Indenture and the New Notes, including the definitions therein
of terms not defined in this Prospectus.

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<PAGE>

TERMS

The New Notes offered herein will be limited to $60,000,000 in aggregate
principal amount. The New Notes will be issued in registered form only,
without coupons, in denominations of $1,000 and any integral multiple thereof.
Interest on the New Notes will accrue from the date of original issuance and
will be payable semi-annually on the 30th day of June and the 31st day of
December, commencing December 31, 1997, at the rate per annum stated on the
cover page of this Prospectus. Interest will be payable to the person in whose
name the New Note is registered at the close of business on the relevant record
date which will be the 15th day of the month in which the relevant interest
payment date occurs. The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months. Interest shall
be payable to and excluding any Interest Payment Date. The New Notes will
mature on June 30, 2004. The Trustee will authenticate and deliver the New
Notes for original issue in an aggregate principal amount of $60,000,000.

Principal and interest will be payable at an office or agency to be
maintained by the Company in Minneapolis, Minnesota, except that, at the option
of the Company, interest may be paid by check mailed to, or wire transfer to the
account maintained by the person entitled thereto. The New Notes may be
presented for registration of transfer or exchange at an office or agency to be
maintained by the Company. The New Notes will be exchangeable without service
charge, but the Company may require payment to cover taxes or other government
charges. The New Notes will not be secured by the assets of the Company or any
of its Subsidiaries or Affiliates or otherwise and will not have the benefit of
a sinking fund for the retirement of principal. In addition, the rights of the
Company to participate in any distribution of assets of any Subsidiary,
including a Bank, upon its liquidation or reorganization or otherwise (and thus
the ability of the Holders of the New Notes to benefit indirectly from such
distribution) are subject to the prior claims of creditors of that Subsidiary.
Claims on the Company's Subsidiaries by creditors other than the Company may
include substantial obligations with respect to deposit liabilities, federal
funds purchased and securities sold under repurchase agreements and other debt
obligations. There are also limitations on the extent to which the Banks may
pay dividends or make other payments to the Company. See "Certain Factors --
Source of Payments to Holders of New Notes."

The Indenture does not contain provisions that would provide protection to
Holders against a sudden and dramatic decline in credit quality resulting from
takeovers, recapitalizations or similar restructurings.

OPTIONAL REDEMPTION

The New Notes may not be redeemed at the option of the Company until
maturity, at which time the New Notes are required to be redeemed by the
Company.

SINKING FUND

There will be no mandatory sinking fund for the New Notes.

SUBORDINATION

The New Notes are subordinated, in the manner and to the extent hereinafter
described, to the prior payment in full of all "Senior Indebtedness" of the
Company. Senior Indebtedness is defined as the principal of, premium, if any,
and interest on (1) all indebtedness of the Company for money borrowed
(including indebtedness of others guaranteed by the Company) other than the New
Notes, whether outstanding on the date of the Indenture or thereafter created,
assumed or incurred, (2) any amendments, renewals, extensions, modifications and
refundings of any such indebtedness, unless in either case in the instrument
creating or evidencing any such indebtedness or pursuant to which it is
outstanding it is provided that such indebtedness is not superior in right of
payment to the New Notes, and (3) Derivative Obligations (as defined below).

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<PAGE>

For the purposes of such definition, "indebtedness for money borrowed" is
defined as (a) any obligation of the Company for the repayment of borrowed
money, whether or not evidenced by bonds, debentures, notes or other written
instruments, (b) any deferred payment obligation of the Company for the payment
of the purchase price of property or assets evidenced by a note or similar
instrument, (c) any obligation of the Company for the payment of rent or other
amounts under a lease of property or assets which obligation is required to be
classified and accounted for as a capitalized lease on the balance sheet of the
Company under general accepted accounting principals; provided, however, that
the foregoing shall not include any obligation that constitutes a trade payable
or accrued liability arising in the ordinary course of business.

"Derivative Obligations" are defined as any obligations of the Company to
make payment pursuant to the terms of any securities contracts and foreign
currency exchange contracts, derivative instruments, such as swap agreements
(including interest rate and currency and foreign exchange rate swap
agreements), cap agreements, floor agreements, collar agreements, interest rate
agreements, foreign exchange agreements, options, commodity futures contracts
and commodity options contracts other than obligations on account of
indebtedness for money borrowed ranking pari passu with or subordinate to the
New Notes.

Upon a distribution of assets in a dissolution, winding up, liquidation or
reorganization of the Company, except a distribution in connection with a merger
or consolidation or a conveyance or transfer of all or substantially all of the
properties of the Company that complies with the provisions of the Indenture or
if an event of default has occurred and is continuing with respect to any Senior
Indebtedness, or if an Acceleration Event shall have occurred and the principal
of the New Notes has been declared due and payable and such declaration has not
been rescinded or annulled, then in any such instance all Senior Indebtedness
must be paid in full before the Holders of any of the New Notes can receive any
payment of principal or interest on the New Notes. However, subordination does
not prevent the occurrence of an Acceleration Event or an "Event of Default" (as
defined below) under the Indenture.

By reason of the subordination of the New Notes, in the event of
liquidation of the Company, the Holders of the New Notes will not receive
payment until the holders of Senior Indebtedness have been satisfied. Senior
Indebtedness of the Company aggregated approximately $79 million as of June 30,
1997. On a pro forma basis, reflecting the subsequent issuance of additional
long-term debt incurred through a line of credit in connection with the recent
acquisition of KeyBank Wyoming, at June 30, 1997 Senior Indebtedness would have
been approximately $109 million. There is no limitation in the Indenture on the
Company's creation of Senior Indebtedness or indebtedness ranking in parity with
the New Notes.

RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS

The Indenture provides that the Company cannot declare or pay dividends on,
or purchase, redeem or retire its capital stock, rights, warrants or options to
acquire its capital stock, or make any distribution in respect of its capital
stock, if, after giving effect thereto, an Event of Default (as defined below)
shall have occurred or be continuing, except that the Company may declare and
pay a dividend in capital stock of the Company. Notwithstanding the foregoing,
the Company may make a previously-declared Restricted Payment if the declaration
of such Restricted Payment was permitted under these provisions when made.

LIMITATION ON CONSOLIDATION, MERGER OR EXCHANGE

The Company may not consolidate with, merge with, or transfer all or
substantially all of its assets to another entity unless (i) such other entity
is an entity organized under the laws of the United States or any state or the
District of Columbia and the entity expressly assumes the Company's obligations
under the Indenture and unless, after giving effect thereto, no event shall have
occurred and be continuing which, after notice or lapse of time, would become an
Event of Default, (ii) each insured institution controlled by the surviving
corporation shall be in compliance with applicable minimum capital requirements,
and (iii) certain other conditions are met.

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<PAGE>

EVENT OF DEFAULT

An Event of Default includes: (a) failure to pay the principal on the New
Notes when due at Maturity, as provided in the Indenture; (b) failure to pay any
interest on the Notes for 10 days after such interest shall have become due and
payable; (c) failure to perform any other covenant or warranty of the Company
set forth in the Indenture for 30 days after receipt of written notice from the
Trustee or Holders of at least 25% in principal amount of the Outstanding Notes
specifying the default and requiring the Company to remedy such default; (d)
default in the payment at stated maturity of indebtedness of the Company or a
Subsidiary for money borrowed having an outstanding principal amount due at
stated maturity greater than $2 million and such default having continued for a
period of 30 days beyond any applicable grace period, provided, however, that
this provision does not apply to any non-recourse indebtedness of the Company or
any Subsidiary; (e) an event of default as defined in any mortgage, indenture or
instrument of the Company or any Subsidiary shall have happened and resulted in
the acceleration of indebtedness which together with the principal amount of any
other such indebtedness so accelerated, aggregates $2 million or more at any
time, and such default shall not have been cured or waived and such acceleration
shall not have been rescinded or annulled, provided, however, that this
provision does not apply to any non-recourse indebtedness of the Company or any
Subsidiary; (f) entry of a final judgment, decree or order against the Company
or any Subsidiary for the payment of money in excess of $1.0 million and such
judgment, decree or other continues unsatisfied for 60 days; and (g) certain
events of bankruptcy, insolvency, or reorganization of the Company. Except as
described under "Acceleration Events" below, there is no right to acceleration
in the case of an Event of Default.

The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a "default" (meaning, for this purpose, the events specified above
without grace periods), give the Holders of the Notes notice of all defaults
known to it unless such default shall have been cured or waived; provided, that,
except in the case of a default in the payment of principal or interest on any
of the Notes, the Trustee shall be protected in withholding such notice if and
so long as it in good faith determines that the withholding of such notice is in
the interest of the Holders.

The Company must furnish within 45 days of the end of each quarter to the
Trustee an Officers' Certificate stating whether, to the best of the knowledge
of the signers, the Company is in default under any of the terms, provisions and
conditions provisions of the Indenture, and specifying all such defaults and the
nature thereof, of which they have knowledge and showing compliance with certain
other provisions.

Upon the occurrence of any Event of Default the Company shall, upon demand
of the Trustee, pay to the Trustee, for the benefit of the Holders of the New
Notes, the whole amount of Money then due and payable with respect to such New
Notes, with interest upon the overdue principal and, to the extent that payment
of such interest shall be legally enforceable, upon any overdue installments of
interest at the same rate of interest as is payable with respect to the
principal amount of the New Notes, and, in addition thereto, such Money as shall
be sufficient to cover the costs and expenses of collection. If an Event of
Default with respect to the Notes occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders of the New Notes by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in the Indenture or such
New Notes or in aid of the exercise of any power granted in the Indenture or the
New Notes, or to enforce any other proper remedy.

A Holder will not have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder, unless (a) such Holder has
previously given to the Trustee written notice of a continuing Event of Default,
(b) the Holders of at least 25% in principal amount of the Outstanding Notes
shall have made written request, and offered satisfactory indemnity, to the
Trustee to institute such proceeding as Trustee, (c) the Trustee shall have
failed to institute such proceeding within 60 days, and (d) the Trustee shall
not have received from the Holders of a majority in aggregate principal amount
of the Outstanding Notes a direction inconsistent with such requests. However,
the Holder of any New Note will have an absolute right to receive payment of the
principal of and interest on such New Note on or after the respective due dates
and to institute suit for the enforcement of any such payment.

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ACCELERATION EVENTS

The Indenture defines an "Acceleration Event" as an Event of Default
relating to bankruptcy, insolvency or reorganization of the Company. If an
Acceleration Event shall occur and be continuing, either the Trustee or the
Holders of at least 25% in principal amount of Outstanding Notes may accelerate
the maturity of all such Outstanding Notes. If an Acceleration Event has
occurred and a declaration of acceleration made before a judgment or decree for
payment of money due is obtained, Holders of a majority in principal amount of
the Outstanding Notes may rescind and annul the acceleration of the Notes and
its consequences if all Acceleration Events have been remedied and all payments
due, other than those due as a result of acceleration, have been made.

AMENDMENT, SUPPLEMENT, WAIVER

With certain limited exceptions which permit modification of the Indenture
by the Company and the Trustee only, the Indenture may be modified by the
Company with the consent of Holders of not less than a majority in principal
amount of the Outstanding Notes; provided, however, that no such changes shall
without the consent of the Holder of each New Note affected thereby (a) change
the maturity date of the principal of, or the due date of any installment of
interest on, any New Note, (b) reduce the principal of, or the rate of interest
on, any New Note, (c) change the Place of Payment, currency in which any portion
of the principal of, or interest on, any New Note is payable, (d) impair the
right to institute suit for the enforcement of any such payment, (e) reduce the
above-stated percentage in principal amount of Holders of the Outstanding Notes
necessary to modify, or waive compliance with or default under, the Indenture,
or (f) modify the foregoing requirements or reduce the percentage of Outstanding
Notes necessary to waive any past default, or certain covenants.

The Holders of a majority in aggregate principal amount of Outstanding
Notes may waive compliance by the Company with certain restrictive provisions of
the Indenture.

TRANSFER

The New Notes will be issued in registered form and will be transferable
only upon the surrender of the New Notes being transferred for registration of
transfer. The Company may require payment of a sum sufficient to cover any tax,
assessment or other governmental charge payable in connection with certain
transfers and exchanges.

PAYMENT FOR CONSENT

Neither the Company, any Affiliate of the Company nor any Subsidiary may,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any holder of a New Note for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of the Indenture or the New Notes unless such consideration is offered to be
paid or agreed to be paid to all holders which so consent, waive or agree to
amend in the time frame set forth in solicitation documents relating to such
consent, waiver or agreement.

SATISFACTION AND DISCHARGE OF INDENTURE

The Indenture provides that the Company may terminate its obligations under
the Indenture by irrevocably depositing with the Trustee, in trust for such
purpose, money, Government Obligations or both which, through the payment of
interest and principal in respect thereof in accordance with their terms, will
provide on the due dates of any payment of principal and interest, or a
combination thereof, money in an amount sufficient to discharge the entire
indebtedness of such New Notes and certain other conditions are met.

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GOVERNING LAW

The Indenture and the New Notes will be governed by and construed in
accordance with the laws of the State of Minnesota.

THE TRUSTEE

Norwest Bank Minnesota, National Association serves as Trustee under the
Indenture and is also the Note Registrar and Paying Agent. The Indenture
contains certain limitations on the right of the Trustee, should it become a
creditor of the Company, to obtain payment of claims in certain cases or to
realize on certain property received in respect of any such claim as security or
otherwise. The Trustee will generally be permitted to engage in other
transactions with the Company. The Indenture also provides that the Company
will indemnify the Trustee against loss, liability or expense incurred without
negligence or bad faith on the part of the Trustee arising out of or in
connection with the trust under the Indenture. The Trustee is a bank lender to
the Company, and as of June 30, 1997, the Company had no outstanding
indebtedness to the Trustee. The Company subsequently borrowed an additional
$30 million from the Trustee in connection with the acquisition of KeyBank
Wyoming. The Trustee is also the transfer agent, registrar and dividend paying
agent for the common stock of the Company.

CERTAIN DEFINITIONS

The following definitions apply to the covenants described above:

"AFFILIATE" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control", when used with respect to any specified person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"GOVERNMENT OBLIGATIONS" means direct obligations of the United States of
America, or any Person controlled or supervised by and acting as an agency or
instrumentality of such government, in each case where the payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation
by such government and which are not callable or redeemable at the option of the
issuer or issuers thereof, and shall also include a depository receipt issued by
a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of or other amount
with respect to any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, PROVIDED that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of or other amount with respect to the Government
Obligation evidenced by such depository receipt.

"MONEY", with respect to any payment, deposit or other transfer pursuant to
or contemplated by the terms hereof, means United States dollars or other
equivalent unit of legal tender for payment of public or private debts in the
United States of America.

"OUTSTANDING", when used with respect to any Notes, means, as of the date
of determination, all New Notes authenticated and delivered under the Indenture,
except:

(1) any New Note canceled by the Trustee or the Note Registrar or delivered
to the Trustee or the Note Registrar for cancellation;

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(2) any New Note or portion thereof for whose payment at the Maturity
thereof Money in the necessary amount has been deposited with the
Trustee or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company acts as
its own Paying Agent) for the Holders of the New Notes;

(3) any New Note with respect to which the Company has effected defeasance
pursuant to Clauses (1)(b) and (3) of Section 401 of the Indenture; and

(4) any New Note which has been paid pursuant to Section 306 of the
Indenture or in exchange for or in lieu of which other New Notes have
been authenticated and delivered pursuant to the Indenture, unless
there shall have been presented to the Trustee proof satisfactory to it
that such New Note is held by a bona fide purchaser in whose hands such
New Note is a valid obligation of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, New Notes owned
by the Company or any other obligor upon the New Notes or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making any such determination or relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only New Notes which the
Trustee knows to be so owned shall be so disregarded. New Notes so owned which
shall have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee (a) the pledgee's right
so to act with respect to such New Notes and (b) that the pledgee is not the
Company or any other obligor upon the New Notes or any Affiliate of the Company
or such other obligor.

"NOTE REGISTRAR" means the Trustee.

"PLACE OF PAYMENT" means the Office or Agency of the Company in
Minneapolis, Minnesota where New Notes may be presented or surrendered for
payment, where New Notes may be surrendered for registration, transfer or
exchange and where notices and demands to or upon the Company in respect of the
New Notes and the Indenture may be served.

"PAYING AGENT" means any Person authorized by the Company to pay the
principal of or interest on any New Note on behalf of the Company.

"RESTRICTED PAYMENT" means, (i) any dividend, either in cash or property,
on any shares of capital stock declared or paid by the Company (except
dividends or other distributions payable solely in shares of capital stock of
the Company) (ii) the purchase, redemption or retirement of (a) any shares of
capital stock of the Company or (b) any warrants, rights or options to purchase
or acquire any shares of capital stock of the Company, or (iii) any other
payment or distribution, either directly or indirectly through any Subsidiary,
in respect of the capital stock of the Company if, after giving effect thereto,
an Event of Default shall have occurred or be continuing.

"SUBSIDIARY" means any Corporation of which at the time of determination
the Company or one or more Subsidiaries owns or controls directly or indirectly
more than 50% of the shares of Voting Stock.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain United States federal income tax
consequences of the exchange of Old Notes for New Notes. The discussion set
forth below is based upon the Internal Revenue Code of 1986, as amended,
regulations and announcements promulgated thereunder and published rulings and
court decisions, all as in effect on the date hereof and

33
<PAGE>

without giving effect to changes to the federal tax laws, if any, enacted after
the date hereof. Legislative, judicial or administrative changes or
interpretations may be forthcoming that could alter or modify the statements or
conclusions set forth below. This summary does not discuss all the federal
income tax consequences that may be relevant to a particular holder or to
certain holders subject to special treatment under the federal income tax laws.

The exchange of Old Notes for New Notes should not be treated as a sale or
exchange of Old Notes for federal income tax purposes. Consequently,
noteholders who exchange Old Notes for New Notes will not recognize gain or loss
upon receipt of the New Notes. For purposes of computing original issue
discount on the New Notes, the original issue discount, if any, of the Old Notes
will carry over to the New Notes as if the New Notes were issued on the same
issue date and for the same issue price as the Old Notes. A noteholder's tax
basis in and market discount, if any, on the New Notes will be the same as such
noteholder's tax basis in and market discount, if any, on the Old Notes
exchanged therefor. Noteholders will be considered to have held the New Notes
from the time of their original acquisition of the Old Notes.

There will be no federal income tax consequences of the Exchange Offer to
nonexchanging noteholders.

THE FOREGOING SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS
INCLUDED HEREIN FOR GENERAL INFORMATION PURPOSES ONLY. HOLDERS OF OLD NOTES ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE SPECIFIC FEDERAL INCOME
TAX CONSEQUENCES OF ACCEPTING THE EXCHANGE OFFER, AS WELL AS THE EFFECT OF
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

PLAN OF DISTRIBUTION

In case of a broker-dealer which acquired Old Notes for its own account as
a result of market making activities or other trading activities, such
broker-dealer may be deemed an "underwriter" for purposes of the Securities Act
and, if it is able to make the representations set forth in the third paragraph
under "The Exchange Offer -- Procedures for Tendering," may obtain New Notes in
the Exchange Offer and may resell such New Notes without registration under the
Securities Act, provided that such broker-dealer delivers to the purchaser of
such New Notes a copy of a prospectus relating thereto, which may be this
Prospectus as supplemented or amended from time to time.

New Notes received by broker-dealers for their own account pursuant to the
Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the New Notes or a combination of such methods of resale, at market
prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer and/or the
purchasers of any such New Notes. The Letter of Transmittal requires such
broker-dealer to acknowledge that the broker-dealer will deliver such
prospectus, but states that by so acknowledging and by delivering a prospectus,
such broker-dealer will not be deemed to be admitting that it is an
"underwriter" within the meaning of the Securities Act.

The Company has agreed that, for a period of one year after the Expiration
Date of the Exchange Offer, it will make this Prospectus, as amended or
supplemented from time to time, available to any broker-dealer for use in
connection with any such resale. The Company has agreed to pay all expenses
incident to the Exchange Offer other than commissions or concessions of any
brokers or dealers and expenses of counsel for the holders of the New Notes and
will indemnify the Holders of the New Notes (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act.

The Company will not receive any proceeds from any sale of New Notes by
broker-dealers or any other persons. Any broker-dealer that resells or
participates in a distribution of New Notes may be deemed to be an "underwriter"
as defined in Section 2(11) of the Securities Act and subject to restrictions
thereunder as such.

34
<PAGE>

LEGAL MATTERS

Certain legal matters regarding the validity of the New Notes will be
passed upon for the Company by Lindquist & Vennum P.L.L.P., Minneapolis,
Minnesota. Patrick Delaney, a holder of common stock and of options to purchase
common stock and a director of the Company, is a partner in Lindquist & Vennum
P.L.L.P.

EXPERTS

The consolidated financial statements of the Company incorporated by
reference herein have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference, which (i) as to the years 1995 and 1994,
are based in part on the reports of Arthur Andersen LLP, formerly independent
auditors for Mountain Parks, and (ii) as to the year 1994, are based in part
on the reports of Hacker, Nelson & Co., P.C. and Fortner, Bayens, Levkulich
and Co., P.C., formerly independent auditors for Minowa Bancshares, Inc. and
First Community Bankshares, Inc., respectively. As of the date of their
reports and during the periods covered by the financial statements on which
they reported, each of the foregoing accounting firms were independent
certified public accountants with respect to the Company, Mountain Parks,
Minowa Bancshares, Inc. and First Community Bankshares, Inc., as the case may
be, within the meaning of the Securities Act and the applicable published
rules and regulations thereunder. The Company has agreed to indemnify
Hacker, Nelson & Co., P.C., its officers, directors and employees from any
and all damages, fines, legal costs and expenses that may be incurred by the
parties being indemnified in successfully defending their audit to any
person, corporation or governmental entity relying upon the audit, provided
that such indemnification will not apply to any claim, legal expense, or
costs incurred if Hacker, Nelson & Co., P.C. has been found guilty of
professional malpractice with respect to such audit. The consolidated
financial statements referred to above are incorporated herein by reference
in reliance upon such reports given upon the authority of such firms as
experts in accounting and auditing.

The financial statements of KeyBank Wyoming as of and for the year ended
December 31, 1996 appearing in Community First Bankshares, Inc.'s Current Report
on Form 8-K/A dated September 22, 1997 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance on such report given upon the authority of such
firm as experts in accounting and auditing.

35
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's By Laws require indemnification of directors and officers of
the Company in accordance with, and to the fullest extent permitted by, Delaware
law as it may be amended from time to time. Section 145 of the Delaware General
Corporation Law generally provides that any person who was or is a director or
officer may be indemnified against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of any threatened, pending or
completed legal proceedings in which he is involved by reason of the fact that
he is or was a director or officer if he acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe that his conduct was unlawful. However, if the
legal proceeding is by or in the right of the corporation, the director or
officer may not be indemnified in respect of any claim, issue or matter as to
which he shall have been adjudged to be liable to the corporation unless the
court in which such action was brought deems it proper.

CFB currently has in effect policies of insurance which provide insurance
protection to its directors and officers against some liabilities which may be
incurred by them on account of their services to CFB. CFB has also entered into
indemnification agreements with each of its directors and officers, which
agreements provide for indemnification to the fullest extent permitted by
Delaware law, except that with respect to an action commenced by an indemnitee
against CFB or by the indemnitee as a derivative action by or in the right of
CFB, such indemnitees shall be indemnified at the discretion of the Board of
Directors. Subject to certain limitations, the agreements also provide for
indemnification against any and all expenses (including attorneys fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the indemnitee in connection with any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (including, without limitation, any derivative action by or in
the right of CFB) to which the indemnitee is, was, or at any time becomes a
party or is threatened to be made a party by reason of the fact that the
indemnitee is or was at any time a director, officer, employee, or agent of CFB
or is or was serving or at any time serves at the request of CFB as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT

1.1 Purchase Agreement dated June 19, 1997 between the Registrant and Piper
Jaffray Inc. and Keefe, Bruyette & Woods, Inc.*

2.1 Stock Purchase Agreement dated as of February 18, 1997, among the
Registrant, KeyCorp and Key Bank of the Rocky Mountains, Inc. (incorporated
by reference to Exhibit 2.8 to the Registrant's Amendment No. 1 to its
Annual Report on Form 10-K for the fiscal year ended December 31, 1996,
filed with the Securities and Exchange Commission (the "Commission") as of
May 8, 1997.)

2.2 Agreement and Plan of Reorganization dated as of June 25, 1996, between
Registrant and Mountain Parks Financial Corp. (incorporated by reference to
Exhibit 2.1 to the Registrant's Registration Statement on Form S-4 (File
No. 333-14439) as declared effective by the Commission on November 6,
1996).

2.3 Agreement and Plan of Merger dated as of March 8, 1996, between Registrant,
Trinidad Acquisition Corporation and Financial Bancorp., Inc. (incorporated
by reference to Exhibit 2.1 to the Registrant's Registration Statement on
Form S-4 (File No. 333-6239) as declared effective by the Commission on
August 9, 1996).

2.4 Agreement and Plan of Merger dated as of August 22, 1997, including First
Amendment to Agreement and Plan of Merger dated as of the same date, among
the Registrant, Summit Acquisition Corporation and First National Summit
Bankshares, Inc.*

II-1
<PAGE>

2.5 Agreement and Plan of Merger dated as of August 28, 1997 among the
Registrant, Republic Acquisition Corporation and Republic National
Bancorp, Inc.*

2.6 Office Purchase and Assumption Agreement by and between Bank One,
Arizona, National Association, Bank One, Colorado, National Association,
Bank One, Utah, National Association and the Registrant dated as of
the 10th day of September, 1997.*

3.1 Restated Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996 (the "1996 Form 10-K")).

3.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (File No. 33-41246) as
declared effective by the Commission on August 13, 1991 (the "1991 S-1")).

4.1 Indenture dated June 24, 1997 relating to the Registrant's 7.30%
Subordinated Notes Due 2004 (the "New Notes") between the Registrant and
Norwest Bank Minnesota, National Association, as trustee (a specimen of
the New Notes is contained as Exhibit A thereto).*

4.2 Registration Rights Agreement dated as of June 24, 1997, by and among the
Registrant, Piper Jaffray Inc. and Keefe, Bruyette & Woods, Inc.*

4.3 Certificate of Designations, Preferences and Rights of 7% Cumulative
Convertible Preferred Stock of the Registrant (incorporated by reference
to Exhibit 4.1 to the Registrant's Registration Statement on Form S-3
(File No. 33-77398) as declared effective by the Commission on May 4,
1994 (the "1994 Form S-3")).

4.4 Deposit Agreement dated as of May 4, 1994 by and among the Registrant,
Norwest Bank Minnesota, National Association, as Depositary, and the
Holders from time to time of the Depositary Receipts (incorporated by
reference to Exhibit 4.2 to the 1994 Form S-3).

4.5 Certificate of Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock (incorporated by reference to Exhibit A to
Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed
with the Commission on January 9, 1995 (the "Form 8-A")).

4.6 Form of Rights Agreement dated as of January 5, 1995 by and between the
Registrant and Norwest Bank Minnesota, N.A. (incorporated by reference to
Exhibit 1 to the Form 8-A).

5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P., counsel to the
Registrant.*

12.1 Statement of Ratio of Earnings to Fixed Charges of the Registrant.*

23.1 Consent of Lindquist & Vennum P.L.L.P. (See Exhibit 5.1 above).

23.2 Consent of Ernst & Young LLP.*

23.3 Consent of Hacker, Nelson & Co., P.C.*

23.4 Consent of Fortner, Bayens, Levkulich and Co., P.C.*

23.5 Consent of Arthur Andersen LLP.*

II-2
<PAGE>

24.1 A Power of Attorney is set forth on the signature pages of this
Registration Statement.*

99.1 Report of Arthur Andersen LLP regarding financial statements of Mountain
Parks Financial Corp. (incorporated by reference to Exhibit 99.1 to the
Registrant's Registration Statement on Form S-3 (File No. 333-19921),
including Amendment No. 1 to the Registration Statement filed with the
Commission on January 30, 1997, as declared effective by the Commission on
January 31, 1997).

99.2 Form of Letter of Transmittal.*

99.3 Form of Notice of Guaranteed Delivery.*

- -----------------------
* Previously filed.

(b) Financial Statement Schedules

Not applicable.

ITEM 22. UNDERTAKINGS.

The Registrant hereby undertakes:

1. 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 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 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.

2. (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) 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; and

(iii) 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.

II-3
<PAGE>

(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment that contains a form
of prospectus 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) 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.

3. 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, where
applicable, each filing of an employee benefit 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.

4. To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

5. To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.

6. To to deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fargo, State of North
Dakota, on November 10, 1997.

COMMUNITY FIRST BANKSHARES, INC.

By: /s/ DONALD R. MENGEDOTH
----------------------------------------
Donald R. Mengedoth
President, Chief Executive Officer
and Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 10th day of November, 1997,
by the following persons in the capacities indicated.

SIGNATURE TITLE

/s/ DONALD R. MENGEDOTH President, Chief Executive Officer and
- ---------------------------- Chairman of the Board of Directors and
Donald R. Mengedoth Director (principal executive officer)

/s/ MARK A. ANDERSON Executive Vice President, Chief Financial
- ---------------------------- Officer, Secretary and Treasurer (principal
Mark A. Anderson financial and accounting officer)

* Director
- ----------------------------
Patricia A. Adam

* Director
- ----------------------------
James T. Anderson

II-5
<PAGE>

* Director
- ----------------------------
Patrick E. Benedict

* Director
- ----------------------------
Patrick Delaney

* Director
- ----------------------------
John H. Flittie

* Director
- ----------------------------
Dennis M. Mathisen

* Director
- ----------------------------
Dean E. Smith

* Director
- ----------------------------
Thomas C. Wold

* Director
- ----------------------------
Harvey L. Wollman

* By /s/ MARK A. ANDERSON
- ----------------------------
MARK A. ANDERSON
ATTORNEY-IN-FACT

II-6
<PAGE>

EXHIBIT INDEX

Exhibit
No. Description
- ------- -----------
<S> <C>

1.1 Purchase Agreement dated June 19, 1997 between the Registrant and Piper Jaffray Inc. and
Keefe, Bruyette & Woods, Inc.*

2.4 Agreement and Plan of Merger dated as of August 22, 1997, including First Amendment to
Agreement and Plan of Merger dated as of the same date, among the Registrant, Summit
Acquisition Corporation and First National Summit Bankshares, Inc.*

2.5 Agreement and Plan of Merger dated as of August 28, 1997 among the Registrant, Republic
Acquisition Corporation and Republic National Bancorp, Inc.*

2.6 Office Purchase and Assumption Agreement by and between Bank One, Arizona, National Association,
Bank One, Colorado, National Association, Bank One, Utah, National Association and the Registrant
dated as of the 10th day of September, 1997.*

4.1 Indenture dated June 24, 1997 relating to the Registrant's 7.30% Subordinated Notes Due 2004
(the "New Notes") between the Registrant and Norwest Bank Minnesota, National
Association, as trustee (including a specimen of the New Notes is contained as Exhibit A therein).*

4.2 Registration Rights Agreement dated as of June 24, 1997, by and among the Registrant, Piper
Jaffray Inc. And Keefe, Bruyette & Woods, Inc.*

5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.*

12.1 Statement of Ratio of Earnings to Fixed Charges of the Registrant*

23.2 Consent of Ernst & Young LLP*

23.3 Consent of Hacker, Nelson & Co., P.C.*

23.4 Consent of Fortner, Bayens, Levkulich and Co., P.C.*

23.5 Consent of Arthur Andersen LLP*

99.2 Form of Letter of Transmittal*

99.3 Form of Guaranteed Notice of Delivery*

- --------------------
* Previously filed

</TABLE>