<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1997
REGISTRATION NO. 333-__________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
COMMUNITY FIRST BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 6022 46-0391436
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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)
-------------------------
Donald R. Mengedoth
Chairman and Chief Executive Officer
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)
-------------------------
Copies to:
Patrick Delaney, Esq.
Martin R. Rosenbaum, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South 8th Street
Minneapolis, Minnesota 55402
Telephone: (612) 371-3211
Fax: (612) 371-3207
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS
SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. /X/
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. / /
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Each Maximum Maximum
Class of Securities Amount to Price Aggregate Amount of
Being Registered be Registered Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Common Stock, $.01 par value. 3,000,000 shares $47.875(1) $143,625,000(1) $43,523
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of computing the registration fee
pursuant to Rule 457(c) and based upon the average of the high and
low sale prices for such common stock on November 10, 1997 as
reported on the NASDAQ National Market.
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 THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
COMMUNITY FIRST BANKSHARES, INC.
CROSS-REFERENCE SHEET
BETWEEN
ITEMS IN FORM S-4 AND LOCATION IN PROSPECTUS
<TABLE>
<CAPTION>
Form S-4 Item Number and Caption Location in Prospectus
-------------------------------- ----------------------
<S> <C> <C>
1. Forepart of Registration Statement and
Outside Front Cover of Prospectus. . . . . . . . . Facing Page; Cross-Reference Sheet; Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus. . . . . . . . . . . . . . . . . . . Inside Front and Outside Back Cover Pages of Prospectus
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information. . . . . . . . . . . Incorporation of Certain Documents by Reference; The
Company; Selected Consolidated Financial Information
4. Terms of the Transaction . . . . . . . . . . . . . . *
5. Pro Forma Financial Information. . . . . . . . . . . *
6. Material Contracts 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. . . . . Incorporation of Certain Documents by Reference
11. Incorporation of Certain Information by
Reference. . . . . . . . . . . . . . . . . . . . . Incorporation of Certain Documents by Reference
12. Information with Respect to S-2 or S-3
Registrants. . . . . . . . . . . . . . . . . . . . *
13. Incorporation of Certain Information by
Reference. . . . . . . . . . . . . . . . . . . . . *
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 . . . . . . . . *
19. Information if Proxies, Consents or
Authorizations Are Not to be Solicited
or an Exchange Offer . . . . . . . . . . . . . . . *
</TABLE>
________________________
* Not applicable or answer negative upon the date of filing of this
Registration Statement. The Registrant may be required to provide
information (or further information) in response to one or more of such
items under certain circumstances by means of a post-effective amendment to
this Registration Statement or supplement to the prospectus contained
herein.
<PAGE>
SUBJECT TO COMPLETION DATED NOVEMBER 12, 1997
COMMUNITY FIRST BANKSHARES, INC.
3,000,000 SHARES OF COMMON STOCK
($.01 Par Value)
Community First Bankshares, Inc. (the "Company") has registered 3,000,000
shares of its Common Stock, $.01 par value (the "Common Stock"), which may be
offered by this Prospectus in acquisition transactions in exchange for shares
of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, or in
exchange for assets used in or related to the business of such entities. The
terms of such acquisitions will generally be determined by direct
negotiations with the owners of the business or assets to be acquired or in
the case of entities which are more widely held, through exchange offers to
stockholders or documents soliciting the approval of statutory mergers,
consolidations or sales of assets. Underwriting discounts or commissions will
generally not be paid by the Company. However, under some circumstances, the
Company may issue Common Stock covered by this Prospectus to pay brokers'
commissions incurred in connection with acquisitions.
This Prospectus, as amended or supplemented, may also be used by persons
who receive Common Stock of the Company in acquisitions, including shares
sold hereunder and Common Stock received upon conversion of other equity
securities of the Company or received upon exercise of rights to exchange
equity securities of the Company's subsidiaries issued in acquisitions, and
who wish to offer and sell such shares without further registration on terms
then obtainable. Such persons may be deemed underwriters in connection with
such transactions within the meaning of the Securities Act of 1933, and any
profits realized on such sales by such persons may be regarded as
underwriting compensation under the Securities Act of 1933.
The Company's Common Stock is traded on the NASDAQ National Market under
the symbol "CFBX".
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.
THE DATE OF THIS PROSPECTUS IS _____________, 1997.
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance with the Exchange Act, the Company files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). The reports, proxy statements and other information can be
inspected and copied at the public reference facilities that the Commission
maintains at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Commission's regional offices located at 7 World Trade Center, 13th
Floor, New York, New York 10048, and Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661. Copies of these materials can be obtained at
prescribed rates from the Public Reference Section of the Commission at the
principal offices of the Commission, 450 Fifth Street, N.W., Washington D.C.
20549. In addition, 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. The Company's Common Stock is quoted on
the NASDAQ National Market. Reports, proxy statements and other information
also may be inspected at the National Association of Securities Dealers,
Inc., 1735 K. Street N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on
Form S-4 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Securities. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all the information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission.
Statements made in the Prospectus concerning the contents of any documents
referred to herein are not necessarily complete. With respect to each such
document filed with the Commission as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description,
and each such statement shall be deemed qualified in its entirety by such
reference.
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$," "dollars,"
"U.S. dollars," or "U.S.$").
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission (File No. 0-19368) pursuant to the Exchange Act, are hereby
incorporated by reference in this Prospectus: (i) Annual Report on Form 10-K
for the year ended December 31, 1996, as amended by Form 10-K/A filed on May
8, 1997; (ii) Current Report on Form 8-K filed July 29, 1997, as amended on
Form 8-K/A filed on September 22, 1997; (iii) Quarterly Reports on Form 10-Q
for the quarters ended March 31 and June 30, 1997; (iv) the description of
the Company's Common Stock as set forth on its Form 8-A Registration
Statement filed with the Commission and effective on August 13, 1991; (v)
the description of the Company's Common Stock and undesignated Preferred
Stock, as set forth on its Form 8-A Registration Statement filed with the
Commission on April 7, 1994, as amended on September 19, 1994, and (vi) the
description of the Company's Preferred Stock Purchase Rights, as set forth on
its Form 8-A Registration Statement filed with the Commission on January 9,
1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus shall
be deemed to be incorporated by reference herein. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be
3
<PAGE>
deemed superseded or modified for purposes of this Prospectus to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein or in any Prospectus
Supplement by reference) 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 or any
Prospectus Supplement.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or
oral request of any such person, a copy of any or all of the documents
incorporated by reference (other than exhibits to such documents which are
not specifically incorporated by reference in such documents.) Written
requests for such copies should be directed to the Company, 520 Main Avenue,
Fargo, North Dakota 58124-0001, Attention: Mark A. Anderson, Executive Vice
President and Chief Financial Officer of the Company, at (701) 298-5600.
4
<PAGE>
THE COMPANY
Community First Bankshares, Inc., a Delaware corporation, (the
"Company"), is a multi-bank holding company that as of September 30, 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 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 November 7, 1997, the Company announced the proposed acquisition by
merger of the Pioneer Bank of Longmont, Longmont, Colorado ("Pioneer Bank").
As of September 30, 1997, Pioneer Bank had total assets of approximately $126
million with deposits of $117 million and five banking locations in four
Colorado communities. The acquisition is contingent upon regulatory approval,
among other things, and on completion is expected to be accounted for as a
pooling of interests. Consummation of the transaction is anticipated to occur
during the first quarter of 1998.
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. The 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.
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 Summit and Republic
mergers, and subject to adjustments set forth in the respective merger
agreements, the Company expects to issue approximately 400,000 shares of its
common stock to the holders of Summit common stock and 368,500 shares of its
common stock to the holders of Republic 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.
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
5
<PAGE>
in 24 communities in Wyoming. 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.
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 market value of the shares as of the date of closing. The
transaction was a business combination accounted for as a pooling of
interests.
The Company provides the 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.
6
<PAGE>
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
------- ------ ------ ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
(Dollars in thousands, except per share data)
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>
7
<PAGE>
<TABLE>
<CAPTION>
Six Months
Ended June 30, Year Ended December 31,
-------------- --------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
------ ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
(Dollars in thousands, except per share data)
Average common shares outstanding:
Primary............................... 18,343,078 16,451,408 16,699,021 15,543,129 14,580,309 14,098,585 14,080,526
Fully diluted......................... 18,773,723 17,923,147 18,154,966 17,276,050 16,136,433 14,396,532 14,087,606
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
stockholders' 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
Long-term debt........................... 78,566 39,086 46,750 81,288 38,092 48,354 18,015
Preferred securities of subsidiary (6)... 60,000 -- -- -- -- -- --
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%
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.
8
<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 under 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
------------------- -----------------
<S> <C> <C>
(Dollars in thousands, except per share data)
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>
9
<PAGE>
<TABLE>
<CAPTION>
Six Months Year Ended
Ended June 30, 1997 December 31, 1996
------------------- -----------------
<S> <C> <C>
(Dollars in thousands, except per share data)
PRO FORMA OPERATING RATIOS AND OTHER DATA:
Return on average assets (2) . . . . . . . . . . . . . . . 1.16% 0.85%
Return on average common stockholders' 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 (5) . . . . . . . . . . 60,000 60,000
Long-term debt . . . . . . . . . . . . . . . . . . . . . . 109,171 123,750
Common stockholders' 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 (6) . . . . . 1.05% 0.84%
Allowance for loan losses to total loans . . . . . . . . . 1.44% 1.33%
Allowance for loan losses to nonperforming loans (6) . . . 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 . . . . . . . . . . $ 27,517 $ 39,703
Fully diluted earnings per share . . . . . . . . . . . . . $ 1.47 $ 2.19
Return on average assets (2) . . . . . . . . . . . . . . . 1.35% 1.03%
Return on average common stockholders' 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) 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.
(6) Adjusted to reflect nonperforming assets (consisting entirely of
nonperforming loans) of KeyBank Wyoming retained by KeyCorp at closing.
10
<PAGE>
RISK FACTORS
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING MATTERS IN CONNECTION
WITH AN INVESTMENT IN THE SECURITIES IN ADDITION TO THE OTHER INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT. INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT MAY CONTAIN "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995, WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT," "ANTICIPATE," "ESTIMATE" OR
"CONTINUE" OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE
TERMINOLOGY. THE FOLLOWING MATTERS AND OTHER FACTORS NOTED THROUGHOUT THIS
PROSPECTUS, ANY PROSPECTUS SUPPLEMENT ACCOMPANYING THIS PROSPECTUS AND ANY
DOCUMENT INCORPORATED BY REFERENCE INTO THIS PROSPECTUS, AS WELL AS ANY
EXHIBITS AND ATTACHMENTS TO THIS PROSPECTUS AND SUCH PROSPECTUS SUPPLEMENT,
CONSTITUTE CAUTIONARY STATEMENTS IDENTIFYING IMPORTANT FACTORS WITH RESPECT
TO ANY SUCH FORWARD-LOOKING STATEMENTS, INCLUDING CERTAIN RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS.
RISKS INVOLVED IN ACQUISITION STRATEGY
The Company's acquisitions will continue to present material risks. 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. See "The Company." These
proposed acquisitions are subject to various conditions, and there can be no
assurance that they will be consummated.
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
11
<PAGE>
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 in some cases 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.
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 in this Prospectus or any Prospectus
Supplement, 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 and to issue Preferred Stock.
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.
12
<PAGE>
OFFERED SECURITIES
The securities of the Company which may be offered from time to time by
this Prospectus consist of up to 3,000,000 shares of Common Stock, which the
Company proposes to issue in a continuing program of acquisitions. The
consideration for any acquisition may consist of notes or other evidences of
debt, assumptions of liabilities, equity securities, cash, or a combination
thereof, as determined from time to time by negotiations between the Company
and the owners of businesses or properties to be acquired. In general, the
terms of acquisitions will be determined by direct negotiations between the
representatives of the Company and the owners of the businesses or properties
to be acquired or, in the case of entities more widely held, through exchange
offers to shareholders or documents soliciting approval of statutory mergers,
consolidations or sales of assets. Underwriting discounts or commissions
will generally not be paid by the Company. However, under some
circumstances, the Company may issue Common Stock covered by this Prospectus
or cash to pay brokers' commissions incurred in connection with acquisitions.
This Prospectus, as appropriately amended or supplemented, has also been
prepared for use by persons who receive shares issued by the Company in
acquisitions, including Common Stock received upon conversion of other equity
of the Company or its subsidiaries issued in acquisitions, and who wish to
offer and sell such shares, on terms then available (such persons being
referred to under this caption as "Selling Shareholders"). Resales may be
made pursuant to this Prospectus, as amended or supplemented, pursuant to
Rule 145(d) under the Securities Act of 1933, or pursuant to another
exemption from the registration requirements of such Act. Selling
Shareholders may be deemed underwriters within the meaning of the Securities
Act of 1933, and profits realized on resales by Selling Shareholders under
certain circumstances may be regarded as underwriting compensation under the
Securities Act of 1933.
Resales by Selling Shareholders may be made directly to investors or
through a securities firm acting as an underwriter, broker or dealer. When
resales are to be made through a securities firm, such securities firm may be
engaged to act as the Selling Shareholder's agent in the sale of shares by
such Selling Shareholder, or such securities firm may purchase shares from
the Selling Shareholder as principal and thereafter resell such shares from
time to time. The fees earned by or paid to such securities firm may be the
normal stock exchange commission or negotiated commissions or underwriting
discounts to the extent permissible. In addition, such securities firm may
effect resales through other securities dealers, and customary commissions or
concessions to such other dealers may be allowed. Sales of shares may be at
negotiated prices, at fixed prices, at market prices or at prices related to
market prices then prevailing. Any such sales may be made on the NASDAQ
National Market or other exchange on which such shares are traded, in the
over-the-counter market, by block trade, in special or other offerings,
directly to investors or through a securities firm acting as agent or
principal, or a combination of such methods. A participating securities firm
may be indemnified against certain civil liabilities, including liabilities
under the Securities Act of 1933. Any participating securities firm may be
deemed to be an underwriter within the meaning of the Securities Act of 1933,
and any commissions earned by such firm may be deemed to be underwriting
discounts or commissions under such Act.
A Prospectus Supplement, if required, will be filed under Rule 424(b)
under the Securities Act of 1933, disclosing the name of the Selling
Shareholder, the participating securities firm, if any, the number of shares
involved, and other details of resales, as appropriate.
13
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 32,000,000 shares of stock, consisting
of 30,000,000 shares of Common Stock, par value $0.01 per share, and
2,000,000 shares of Preferred Stock, $.01 par value per share, of which
230,000 shares are designated as 7% Cumulative Convertible Preferred Stock
and 150,000 shares are designated as Series A Junior Participating Preferred
Stock. As of September 30, 1997, the Company had issued and outstanding
18,630,012 shares of Common Stock and no issued and outstanding shares of
Preferred Stock. As of such date, there were approximately 1,200 holders of
record of the outstanding shares of Common Stock and an additional estimated
5,900 beneficial holders. In addition, pursuant to its merger agreements for
the acquisitions of Summit and Republic referred to above, the Company
anticipates issuing up to 400,000 shares and 368,500 shares of common stock,
respectively, to the current holders of common stock of Summit and Republic.
See "The Company."
COMMON STOCK
The following summary of the characteristics of the Company's Common
Stock is qualified in its entirety by reference to the Company's Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation"),
its Amended Bylaws (the "Bylaws"), and the Delaware General Corporation Law,
as amended (the "Delaware Law").
GENERAL. There are no preemptive rights, conversion rights, or
redemption or sinking fund provisions with respect to the shares of Common
Stock. All of the outstanding shares of Common Stock are duly and validly
authorized and issued, fully paid and non-assessable.
VOTING. Holders of Common Stock (the "Common Stockholders") are entitled
to one vote for each share held on each matter submitted to a vote of the
Common Stockholders; except that each stockholder may cumulate votes in the
election of directors. In such elections, each Common Stockholder will have
a number of votes equal to the number of shares held by such holder
multiplied by the number of directors to be elected. Such votes may be cast
for a single candidate or divided among any number of candidates. In certain
circumstances, cumulative voting rights allow the holders of less than a
majority of Common Stock to elect directors when such holders may not be able
to elect any directors if cumulative voting was not allowed.
DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS. Subject to the rights of the
Preferred Stock, the Common Stockholders are entitled to receive dividends as
and when declared by the Board of Directors of the Company. Under Delaware
corporate law, the Company may declare and pay dividends out of surplus, or
if there is no surplus, out of net profits for the fiscal year in which the
dividend is declared and/or the preceding year. No dividends may be
declared, however, if the capital of the Company has been diminished by
depreciation, losses or otherwise to an amount less than the aggregate amount
of capital represented by any issued and outstanding stock having a
preference on distribution. The Company's ability to pay dividends on its
issued and outstanding Shares may be limited, from time to time, by covenants
in connection with outstanding indebtedness of the Company.
Federal banking laws and regulations limit the Company's ability to
redeem its equity securities. In general, bank holding companies are
required to obtain the prior approval of the Federal Reserve Board before any
redemption of permanent equity or other capital instruments, if the aggregate
amount of such redemptions over a twelve-month period exceeds ten percent of
the net worth of the company . However, a bank holding company is not
required to obtain the prior Federal Reserve Board approval for the
redemption if (i) both before and immediately after the redemption, the bank
holding company is well capitalized; (ii) the bank holding company is well
managed; and (iii) the bank holding company is not the subject of any
unresolved supervisory issues. The
14
<PAGE>
Company currently satisfies all of these criteria. Finally, any perpetual
preferred stock with a feature permitting redemption at the option of the
issuer may qualify as capital only if the redemption is subject to the prior
approval of the Federal Reserve Board.
If the Company were liquidated, the Common Stockholders would be entitled
to receive, pro rata, all assets available for distribution to them after
full satisfaction of the Company's liabilities and any payment applicable to
the Preferred Stock then outstanding.
SHAREHOLDER RIGHTS PLAN. Pursuant to a Rights Agreement dated as of
January 5, 1995 (the "Rights Agreement") between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent, each share of Common Stock has attached one
preferred share purchase right (a "Right"). Except as set forth below, each
Right entitles the registered holder to purchase from the Company one
one-hundredth (1/100) of a share of Series A Junior Participating Preferred
Stock, par value $.01 per share (the "Junior Participating Preferred Stock"),
at a price of $63 per one one-hundredth of a share (the "Purchase Price").
Until the Distribution Date, as hereinafter defined, the Rights will be
transferred with and only with Common Stock certificates. The Rights will
separate from the shares of Common Stock and a "Distribution Date" for the
Rights will occur upon the earlier of ten days following (i) a public
announcement that, without the prior consent of the Board of Directors, a
person or group of affiliated or associated persons (an "Acquiring Person")
has acquired, or obtained the right to acquire, beneficial ownership of
voting securities having 15% or more of the voting power of the Company (the
"Stock Acquisition Date"), or (ii) the commencement of (or a public
announcement of an intention to make) a tender offer or exchange offer which
would result in any person or group and related persons having beneficial
ownership of voting securities having 15% or more of the voting power of the
Company.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on January 5, 2005, unless earlier redeemed by the Company.
In the event that any person becomes the beneficial owner of 15% or more
of the voting power of the Company, ten days thereafter (the "Flip-In Event")
each holder of a Right will thereafter have the right to receive, upon
exercise thereof at the then current Purchase Price of the Right, Common
Stock (or, in certain circumstances, a combination of cash, other property,
Common Stock or other securities) which has a value of two times the Purchase
Price of the Right (such right being called the "Flip-In Right"). In the
event that the Company is acquired in a merger or other business combination
transaction where the Company is not the surviving corporation or in the
event that 50% or more of its assets or earning power is sold, proper
provision shall be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof at the then current Purchase
Price of the Right, common stock of the acquiring entity which has a value of
two times the Purchase Price of the Right (such right being called the
"Flip-Over Right"). The holder of a Right will continue to have the
Flip-Over Right whether or not such holder exercises the Flip-In Right. Upon
the occurrence of the Flip-In Event, any Rights that are or were at any time
owned by an Acquiring Person shall become null and void insofar as they
relate to the Flip-In Right.
The Purchase Price payable, and the number of shares of Junior
Participating Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution under certain circumstances.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the voting power
of the Company and prior to the acquisition by such person or group of 50% or
more of the voting power of the Company, the Board of Directors of the
Company may
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<PAGE>
exchange the Rights (other than Rights owned by such person or group which
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-hundredth of a share of Junior Participating
Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges) per
Right (subject to adjustment).
At any time prior to the earlier to occur of (i) the tenth day after the
Stock Acquisition Date, or (ii) the expiration of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"), at such time as the Board of Directors shall
establish. Additionally, the Continuing Directors may, following the Stock
Acquisition Date, redeem the then outstanding Rights in whole, but not in
part, at the Redemption Price provided that either (a) the Acquiring Person
reduces his beneficial ownership to less than 15% of the voting power of the
Company in a manner which is satisfactory to the Continuing Directors and
there are no other Acquiring Persons, or (b) such redemption is incidental to
a merger or other business combination transaction or series of transactions
involving the Company but not involving an Acquiring Person or any person who
was an Acquiring Person. The redemption of Rights described in the preceding
sentence shall be effective only after ten (10) business days prior notice.
Upon the effective date of the redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The Junior Participating Preferred Stock purchasable upon exercise of the
Rights will be nonredeemable. Each share of Junior Participating Preferred
Stock will have a preferential quarterly dividend in an amount equal to 100
times the dividend declared on each share of Common Stock. In the event of
liquidation, the holders of Junior Participating Preferred Stock will receive
a preferred liquidation payment of $100 per whole share of Junior
Participating Preferred Stock. Each whole share of Junior Participating
Preferred Stock will have 100 votes, voting together with the Common Stock.
In the event of any merger, consolidation or other transaction in which
Common Stock are exchanged, each share of Junior Participating Preferred
Stock will be entitled to receive 100 times the amount and type of
consideration received per share of Common Stock. The rights of the Junior
Participating Preferred Stock as to dividends and liquidations, and in the
event of mergers and consolidations, are protected by customary anti-dilution
provisions.
Until a Right is exercised, it will not entitle the holder to any rights
as a shareholder of the Company (other than those as an existing
shareholder), including, without limitation, the right to vote or to receive
dividends.
The terms of the Rights may be amended by the Board of Directors of the
Company (i) prior to the Distribution Date in any manner, and (ii) on or
after the Distribution Date to cure any ambiguity, to correct or supplement
any provision of the Rights Agreement which may be defective or inconsistent
with any other provisions, or in any manner not adversely affecting the
interests of the holders of the Rights.
INDEMNIFICATION AND LIMITED LIABILITY. The Company's Certificate of
Incorporation and Bylaws require the Company to indemnify the directors and
officers of the Company to the fullest extent permitted by law. In addition,
as permitted by Delaware Law, the Company's Certificate of Incorporation and
Bylaws provide that no director of the Company will be personally liable to
the Company or its stockholders for monetary damages for such director's
breach of duty as a director, except from liability for (i) any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) any liability under Section 174 of Delaware
Law for unlawful distributions or (iv) any transaction from which the
director derived an improper personal benefit. This provision of the
Certificate of Incorporation will limit the remedies available to a
stockholder who is dissatisfied with a decision of the Board of Directors
protected by this provision, and such stockholder's only remedy in that
circumstance may be to bring a suit to prevent the action of the Board of
Directors. In many situations, this
16
<PAGE>
remedy may not be effective, including instances when stockholders are not
aware of a transaction or an event prior to action of the Board of Directors
in respect of such transaction or event.
Subject to certain limitations, the Company's officers and directors are
insured against losses arising from claims made against them for wrongful
acts which they may become obligated to pay or for which the Company may be
required to indemnify them.
RESTRICTION ON BUSINESS COMBINATIONS.
Section 203 of the Delaware General Corporation Law prohibits a publicly
held Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless (i)
prior to the date of the business combination, the transaction is approved by
the Board of Directors of the corporation, (ii) upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 85% of the outstanding
voting stock, or (iii) on or after such date the business combination is
approved by the Board of Directors of the corporation and by the affirmative
vote of at least 66-2/3% of the outstanding voting stock which is not owned
by the interested stockholder. A "business combination" includes mergers,
asset sales and other transactions resulting in a financial benefit to the
stockholder. An "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years, did own) 15% or more
of the corporation's voting stock. None of the Company's stockholders is
currently classified as an "interested person."
OTHER MATTERS. The Common Stock is listed on NASDAQ National Market
under the symbol "CFBX." Norwest Bank Minnesota, N.A., Minneapolis,
Minnesota, is the transfer agent and registrar for the Common Stock.
PREFERRED STOCK
The description of certain provisions of the Preferred Stock set forth
below does not purport to be complete and is subject to and qualified in its
entirety by reference to the Company's Certificate of Incorporation, and the
Certificate of Designation relating to each series of Preferred Stock.
GENERAL. The Board of Directors of the Company has the authority,
without approval of the Company's stockholders, to issue a maximum of
2,000,000 shares of Preferred Stock, $.01 par value, and to establish one or
more classes or series of Preferred Stock having such voting powers, and such
designations, preferences and relative, participating, optional and other
special rights, and qualifications, limitations or restrictions thereof, as
the Board of Directors may determine. There are currently reserved for
issuance up to 150,000 shares of Junior Participating Preferred Stock
issuable under the Rights Agreement.
The authority of the Board of Directors with respect to each such class
or series shall include, but is not limited to, the determination of: (i) the
distinctive serial designation of such class or series and the number of
shares constituting such class or series, (ii) the dividend rate for such
class or series, and whether dividends shall be cumulative, (iii) whether the
shares of such class or series are redeemable and, if so, the terms and
conditions of such redemption, (iv) the obligation, if any, to establish a
sinking fund, (v) the terms, if any, under which such class or series is
convertible or exchangeable for shares of any other class or series, (vi)
whether the shares have voting rights and, if so, the terms and conditions of
such voting rights, (vii) the rights of the shares of such class or series in
the event of voluntary or involuntary liquidation, dissolution or winding up
of the Company, and (viii) any other relative rights, powers, preferences,
qualifications, limitations or restrictions thereof relating to such class or
series. The shares of Preferred Stock of any one class or series shall be
identical with each other in all
17
<PAGE>
respects except as to the dates from and after which dividends shall
cumulate, if cumulative. The Preferred Stock will have the dividend,
liquidation and voting rights set forth below unless otherwise provided in
the accompanying Prospectus Supplement relating to a particular series of
Preferred Stock. Preferred Stock will be fully paid and nonassessable upon
issuance against full payment of the purchase price therefor.
DIVIDEND RIGHTS. Holders of the Preferred Stock of each series will be
entitled to receive when, as and if declared by the Board of Directors of the
Company, out of funds legally available therefor, cash dividends at such
rates and on such dates as are set forth in the accompanying Prospectus
Supplement. Such rate may be fixed or variable or both. Each such dividend
will be payable to the holders of record as they appear on the stock books of
the Company on such record dates as will be fixed by the Board of Directors
of the Company. Dividends on any series of the Preferred Stock may be
cumulative or noncumulative, as provided in the accompanying Prospectus
Supplement. If the Board of Directors of the Company fails to declare a
dividend payable on a dividend payment date on any series of Preferred Stock
for which dividends are noncumulative, then the right to receive a dividend
in respect of the dividend period ending on such dividend payment date will
be lost, and the Company will have no obligation to pay the dividend accrued
for that period, whether or not dividends are declared for any future period.
Dividends on shares of each series of Preferred Stock for which dividends
are cumulative will accrue from the date set forth in the accompanying
Prospectus Supplement.
RIGHTS UPON LIQUIDATION. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of each
series of Preferred Stock will be entitled to receive out of assets of the
Company available for distribution to stockholders, before any distribution
of assets is made to holders of Common Stock, liquidating distributions in
the amount set forth in the accompanying Prospectus Supplement plus an amount
equal to accrued and unpaid dividends. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the amounts payable
with respect to the Preferred Stock of any series are not paid in full, the
holders of the Preferred Stock of such series will share ratably in any such
distribution of assets of the Company in proportion to the full respective
preferential amounts (which may include accumulated dividends) to which they
are entitled. After payment of the full amount of the liquidating
distribution to which they are entitled, the holders of such series of
Preferred Stock will have no right or claim to any of the remaining assets of
the Company. Neither the sale of all or a portion of the Company's assets
nor the merger or consolidation of the Company into or with any other
corporation shall be deemed to be a dissolution, liquidation or winding up,
voluntary or involuntary, of the Company.
VOTING RIGHTS. Except as indicated in the accompanying Prospectus
Supplement, or except as expressly required by Delaware Law, the holders of
the Preferred Stock will not be entitled to a vote on matters submitted for a
vote of Company stockholders. In the event the Company issues shares of a
series of the Preferred Stock, unless otherwise indicated in the Prospectus
Supplement relating to such series, each share will be entitled to one vote
on matters on which holders of such series are entitled to vote. In the case
of any series of Preferred Stock having one vote per share on matters on
which holders of such series are entitled to vote, the voting power of such
series, on matters on which holders of such series and holders of any other
series of Preferred Stock are entitled to vote as a single class, will depend
on the number of shares in such series, not the aggregate stated value,
liquidation preference or initial offering price of the shares of such series
of the Preferred Stock.
So long as any Preferred Stock of any series remains outstanding, the
Company will not, without the consent of the holders of the outstanding
Preferred Stock of such series and outstanding shares of all series of
Preferred Stock ranking on a parity with the Preferred Stock of such series
(hereinafter the "Preference Stock") either as to dividends or the
distribution of assets upon liquidation, dissolution or winding up and upon
which like voting rights have been conferred and are then exercisable, by a
vote of at least two-thirds of all such outstanding Preferred Stock and
Preference Stock voting together as a class, given in person or by proxy,
either in writing or at a meeting, (i) authorize, create or issue, or
increase the authorized or issued amount of, any class or series
18
<PAGE>
of stock ranking prior to the Preferred Stock with respect to payment of
dividends or the distribution of assets on liquidation, dissolution or
winding up, or (ii) amend, alter or repeal, whether by merger, consolidation
or otherwise, the provisions of the Company's Restated Certificate of
Incorporation, as amended, or of the resolutions contained in a Certificate
of Designation for any series of the Preferred Stock designating such series
of the Preferred Stock and the preferences and relative, participating,
optional or other special rights and qualifications, limitations and
restrictions thereof, so as to materially and adversely affect any right,
preference, privilege or voting power of the Preferred Stock or the holders
thereof; provided, however, that any increase in the amount of the authorized
Preferred Stock or Preference Stock or the creation and issuance of other
series of Preferred Stock or Preference Stock, or any increase in the amount
of authorized shares of any series of Preferred Stock or Preference Stock, in
each case ranking on a parity with or junior to the Preferred Stock with
respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up will not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers.
19
<PAGE>
LEGAL MATTERS
The validity of the Company's Common Stock offered hereby will be passed
upon by Lindquist & Vennum P.L.L.P., Minneapolis, Minnesota. Patrick
Delaney, a member of Lindquist & Vennum, is a director and a holder of Common
Stock and options to purchase Common Stock of the Company.
EXPERTS
The consolidated financial statements of Community First Bankshares, Inc.
incorporated by reference in Community First Bankshares, Inc.'s Annual Report
(Form 10-K) for the year ended December 31, 1996, 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 filed on September 22, 1997 with the Securities and
Exchange Commission have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon 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.
20
<PAGE>
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained
in this Prospectus and, if given or made, such other information or
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been
no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its
date. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any securities other than the registered securities to
which it relates. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy such securities in any circumstances in which
such offer or solicitation is unlawful.
TABLE OF CONTENTS
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
OFFERED SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
DESCRIPTION OF CAPITAL STOCK. . . . . . . . . . . . . . . . . . . . . . . . . 14
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3,000,000 SHARES
COMMUNITY FIRST
BANKSHARES, INC.
__________________
PROSPECTUS
__________________
_____________, 1997
<PAGE>
II-22
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") and the Company's Amended and Restated Bylaws (the "Bylaws")
provide that the Company shall indemnify, to the full extent permitted by
law, any person against liabilities arising from their service as directors,
officers, employees or agents of the Company. Section 145 of Delaware Law
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner 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, had no reasonable cause to
believe his conduct was unlawful.
Section 145 also empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that such person acted in any
of the capacities set forth above, against expenses (including attorney's
fees) actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless, and only to the extent that, the Court of Chancery or the
court in which such action was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that the indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled, and that the corporation is empowered to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities
under Section 145.
The Certificate and the Bylaws provide that no director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of Delaware Law or (iv) for any transaction from which the director derived
an improper personal benefit. Any repeal or modification of this provision
related to director's liability shall not adversely affect any right or
protection of a director of the Company existing immediately prior to such
repeal or modification. Further, if Delaware Law shall be repealed or
modified, the elimination of liability
II-1
<PAGE>
of a director provided in the Certificate and the Bylaws shall be to the
fullest extent permitted by Delaware Law, as so amended.
Pursuant to Registration Rights Agreements with certain stockholders of
the Company, the Company has agreed to indemnify such stockholders against
certain liabilities, including liabilities under the Securities Act or
otherwise. For the undertaking with respect to indemnification, see Item 17
herein.
ITEM 21. EXHIBITS
EXHIBIT NO.
- -----------
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 (the "1996 S-4")).
2.4 Restated Agreement and Plan of Merger dated as of August 22, 1997,
including Agreement and First Amendment to Agreement dated as of the
same date, between the Registrant and First National Summit
Bankshares, Inc. (incorporated by reference to Appendices A and B to
the Proxy Statement-Prospectus contained in Registrant's
Registration Statement on Form S-4 (File No. 333-38997) filed with
the Commission on October 29, 1997).
2.5 Restated Agreement and Plan of Merger dated as of August 28, 1997
between the Registrant and Republic National Bancorp, Inc.
(incorporated by reference to Appendix A to the Proxy
Statement-Prospectus contained in Registrant's Registration
Statement on Form S-4 (File No. 333-38225) filed with the Commission
on October 20, 1997).
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 (incorporated by
reference to Exhibit 2.6 to the Registrant's Registration Statement
on Form S-4 (File No. 333-36091) filed with the Commission on
September 22, 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).
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 Specimen Common Stock Certificate of the Registrant (incorporated
by reference to Exhibit 4 to the 1991 S-1).
II-2
<PAGE>
4.2 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 S-3")).
4.3 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")).
4.4 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
Company, regarding legality of securities being registered.
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.
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), as filed with Amendment No. 1 to such
Registration Statement filed with the Commission on
January 30, 1997).
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this 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 (notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total value
of securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement).
II-3
<PAGE>
(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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for the 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement
II-4
<PAGE>
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.
The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended
(the "Act"), in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Act.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-4 and 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
the ___ day of ______________, 1997.
COMMUNITY FIRST BANKSHARES, INC.
By:
--------------------------------------
Donald R. Mengedoth, President,
Chief Executive Officer and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Donald R. Mengedoth and Mark A.
Anderson, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him or her and
in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting upon said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on the ____ day of
_____________, 1997, by the following persons in the capacities indicated.
SIGNATURE TITLE
- --------- -----
- ----------------------- President, Chief Executive Officer and Chairman of
Donald R. Mengedoth the Board
- ----------------------- Executive Vice President and Chief Financial Offer
Mark A. Anderson (Principal Financial and Accounting Officer)
- ----------------------- Director
Patricia A. Adam
- ----------------------- Director
James T. Anderson
II-6
<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
II-7
<PAGE>
[Lindquist & Vennum P.L.L.P. Letterhead]
EXHIBIT 5.1
November 10, 1997
Community First Bankshares, Inc.
520 Main Avenue
Fargo, North Dakota 58124-0001
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by Community First Bankshares, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the proposed offer and sale from time to time of up to
3,000,000 shares of common stock, $.01 par value, of the Company (the "Common
Stock"), please be advised that as counsel to the Company, upon examination
of such corporate documents and records as we have deemed necessary or
advisable for the purposes of this opinion, it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Delaware.
2. The shares of Common Stock being offered by the Company are duly
authorized and, when issued and when paid for as contemplated by the
Registration Statement, will be validly issued, fully paid and nonassessable
Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus comprising a part of the Registration
Statement.
Very truly yours,
/s/ LINDQUIST & VENNUM P.L.L.P.
LINDQUIST & VENNUM P.L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-4) and related Prospectus of Community
First Bankshares, Inc. for the registration of 3,000,000 shares of Community
First Bankshares, Inc. common stock and to the incorporation by reference
therein of our report dated January 23, 1997, except for Note 3, as to which
the date is February 28, 1997, with respect to the consolidated financial
statements of Community First Bankshares, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1996, filed
with the Securities and Exchange Commission.
We also consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-4) and related Prospectus of Community
First Bankshares, Inc. for the registration of 3,000,000 shares of Community
First Bankshares, Inc. common stock and to the incorporation by reference
therein of our report dated September 19, 1997, with respect to the financial
statements of KeyBank National Association (Wyoming), incorporated by
reference in Community First Bankshares Inc.'s Current Report (Form 8-K/A)
filed September 22, 1997 with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
November 11, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS OF
MINOWA BANCSHARES, INC. AND SUBSIDIARIES
To the Board of Directors
Minowa Bancshares, Inc. and Subsidiaries
Decorah, Iowa
We consent to the reference to our firm under the caption "Experts" and
to the use of our audit report dated February 1, 1995, with respect to the
consolidated financial statements of Minowa Bancshares, Inc. and Subsidiaries
incorporated by reference in the Registration Statement on Form S-4 and
related Prospectus of Community First Bankshares, Inc. for the shelf
registration of 3,000,000 shares of its Common Stock.
Hacker, Nelson & Co., P.C.
Decorah, Iowa
November 5, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
to the use of our audit report dated January 26, 1995 with respect to the
consolidated financial statements of First Community Bankshares, Inc. and
Subsidiaries incorporated by reference in the Registration Statement on Form
S-4 and related Prospectus of Community First Bankshares, Inc. for the shelf
registration of its Common Stock.
Fortner, Bayens, Levkulich and Co., P.C.
Denver, Colorado
November 10, 1997
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EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report and to all references to our firm included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
November 11, 1997
