<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
(MARK ONE)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
/X/ SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from _______________ to _______________
COMMISSION FILE NO. 0-19368
COMMUNITY FIRST BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 46-0391436
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
520 MAIN AVENUE
FARGO, ND 58124-0001
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(Address of principal executive offices and zip code)
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<CAPTION>
<S><C>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (701) 298-5600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $.01 PAR VALUE
7% CUMULATIVE CONVERTIBLE PREFERRED STOCK
DEPOSITARY SHARES REPRESENTING 7% CUMULATIVE
CONVERTIBLE PREFERRED STOCK
PREFERRED STOCK PURCHASE RIGHTS
8-7/8% CUMULATIVE CAPITAL SECURITIES, $25 LIQUIDATION
AMOUNT*
GUARANTEES RELATING TO CAPITAL SECURITIES*
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
As of March 14, 1997, assuming as market value the price of $31.125 per share,
the average between the high and low sale prices on the Nasdaq National Market,
the aggregate market value of shares held by nonaffiliates was approximately
$456 million.
As of March 14, 1997, the Company had outstanding 17,183,660 shares of Common
Stock, $.01 par value, net of treasury shares.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1996 Annual Report to Shareholders and the Proxy Statement for
the Company's Annual Meeting of Shareholders to be held May 6, 1997, are
incorporated by reference into Parts II and III, respectively, of this
Form 10-K, to the extent described in such Parts.
* The 8-7/8% Cumulative Capital Securities (the "Capital Securities") were
issued by CFB Capital I ("CFB Capital"), a wholly owned Delaware business trust
subsidiary of the Company. The Company has also fully and unconditionally
guaranteed all of CFB Capital's obligations under the Capital Securities.
___________________________________________________
Part IV, Item 14 is hereby amended to read as follows:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS FORM 10-K:
1. FINANCIAL STATEMENTS. See Item 8, above.
2. FINANCIAL STATEMENT SCHEDULES. All financial statement schedules are
omitted as the required information is inapplicable or the information
is presented in the financial statements or related notes.
3. PRO FORMA FINANCIAL INFORMATION. None.
(b) REPORTS ON FORM 8-K. None.
On October 18, 1996, the Company filed a Form 8-K report describing under
Item 5 the acquisition of Financial Bancorp, Inc. and certain recent
litigation.
(c) EXHIBITS.
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Merger dated as of August 12, 1994, between
the Registrant and Minowa Bancshares, Inc. (incorporated by
reference to Exhibit 2.1 to the Registrant's Registration
Statement on Form S-4 [File No. 33-84746], as declared effective
by the Commission on January 23, 1995).
2.2 Restated Agreement and Plan of Merger dated as of December
6, 1994, among the Registrant, Colorado Acquisition
Corporation and First Community Bankshares, Inc.
(incorporated by reference to Exhibit 10.1 to the Form 8-K
report of the Registrant dated January 20, 1995).
2.3 Agreement and Plan of Merger dated as of November 28, 1994,
between the Registrant and Abbott Bank Group, Inc.
(incorporated by reference to Exhibit 10.2 to the Form 8-K
report of the Registrant dated January 20, 1995).
2
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Exhibit
Number Description
------ -----------
2.4 Master Agreement dated July 22, 1994, between the Registrant
and Bank of Colorado Holding Company, including as Exhibit A
the form of Purchase and Assumption Agreement executed by
Colorado Community First State Bank of Steamboat Springs and
Vail Bank (incorporated by reference to Exhibit 2.13 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 [the "1994 Form 10-K"]).
2.5 Stock Purchase Agreement dated as of June 7, 1995 by and
among BNCCORP, Inc., Gregory Cleveland and Tracy Scott, and
the Registrant relating to Farmers & Merchants Bank of Beach
(incorporated by reference to Exhibit 2.12 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 [the "1995 Form 10-K"]).
2.6 Agreement and Plan of Merger dated as of March 8, 1996 among
the Registrant, Trinidad Acquisition Corporation and
Financial Bancorp, Inc. (the holding company for Trinidad
National Bank) (incorporated by reference to Exhibit 2.1 to
the Registrant's Registration Statement on Form S-4 [File
No. 333- 6239], as declared effective by the Commission on
August 9, 1996).
2.7 Agreement and Plan of Reorganization dated as of June 25,
1996 between the Registrant and Mountain Parks Financial
Corp. (incorporated by reference to the Appendix to the
Registrant's Joint Proxy Statement with Mountain Parks
Financial Corp. included in the Registration Statement on
Form S-4 [File No. 333-14439], as declared effective by the
Commission on November 7, 1996).
2.8 Stock Purchase Agreement dated as of February 18, 1997 by
and among the Registrant, KeyCorp and Key Bank of the Rocky
Mountains, Inc. (the holding company for KeyBank National
Association (Wyoming)).
3.1 Restated Certificate of Incorporation of the Registrant, as
amended by a Certificate of Amendment filed with the
Delaware Secretary of State on December 18, 1996. (1)
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 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 Securities and
Exchange Commission on May 4, 1994 [the "1994 Form S-3"]).
4.2 Deposit Agreement dated as of May 4,1994, by and among the
Registrant, Norwest Bank Minnesota, National Association, as
Depositary, and the Holders, from time to time, of the
Depositary Receipts (incorporated by reference to Exhibit
4.2 to the 1994 Form S-3).
4.3 Form of Rights Agreement dated as of January 5, 1995,
between the Registrant, and Norwest Bank Minnesota, National
Association, which includes as Exhibit B thereto the form of
3
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Exhibit
Number Description
------ -----------
Rights Certificate (incorporated by reference to Exhibit 1 to the Form
8-A report dated January 6, 1995).
10.1 1996 Annual Incentive Plan for Holding Company
Management.(1)*
10.2 Restated 1987 Stock Option Plan (incorporated by reference
to Exhibit 10.7 to the Registrant's Registration Statement
on Form S-8 [File No. 33-46744], as declared effective by
the Commission on May 6, 1992).*
10.3 Form of Tax Sharing Agreement between the Registrant and each of its
subsidiary Banks (incorporated by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 [the "1995 Form 10-K"]).
10.4 Form of Service Agreement for Data Processing between
Community First Service Corporation and each of the subsidiary Banks
of the Registrant (incorporated by reference to Exhibit 10.4 to the
1995 Form 10-K).
10.5 Form of Bank Services Agreement between the Registrant and each of its
subsidiary Banks (incorporated by reference to Exhibit 10.5 to the
1995 Form 10-K).
10.6 Form of Agency Agreement between the Registrant and each of its
subsidiary Banks, and Assignment of Agency Agreement and Second
Assignment of Agency Agreement, which assign the Registrant's
interest in the Agency Agreement to Community First Financial, Inc.
(relating to the Registrant's subsidiary Banks) (incorporated by
reference to Exhibit 10.6 to the 1995 Form 10-K).
10.7 Real Property Lease dated May 1991 among Richard A. Hentges,
HLS Associates and the Registrant relating to the Registrant's
previous corporate offices (incorporated by reference to
Exhibit 10.24 to the 1991 S-1).
10.8 Office Lease Agreement dated October 18, 1988, between Dacotah
Prairie Associates and Community First Service Corporation, and
addendum to Office Lease Agreement dated April 30, 1991 \
(incorporated by reference to Exhibit 10.25 to the 1991 S-1).
10.9 Lease Agreement dated November 8, 1988, between Winthrop Resources
Corp. and Community First Service Corporation (incorporated by
reference to Exhibit 10.26 to the 1991 S-1).
10.10 Lease dated April 27, 1993, between Community First Properties, Inc.
(formerly Fargo Tower Partners) and the Registrant (incorporated by
reference to Exhibit 10.11 to the 1994 10-K).
10.11 Letter Agreement dated May 11, 1995 by and between the Registrant and
Norwest Bank Minnesota, N.A. (incorporated by reference to
Exhibit 10.11 to the 1995 Form 10-K).
4
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Exhibit
Number Description
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10.12 Promissory Note dated December 21, 1995, issued to Norwest Bank
Minnesota, National Association, in the principal amount of
$26,000,000 (incorporated by reference to Exhibit 10.12 to the 1995
Form 10-K).
10.13 Letter Agreement dated May 11, 1995, by and between the Registrant
and Harris Trust and Savings Bank regarding $10,000,000 Line of
Credit (incorporated by reference to Exhibit 10.13 to the 1995
Form 10-K).
10.14 Form of Indemnification Agreement entered into by and between the
Registrant and the Registrant's officers and directors (incorporated
by reference to Exhibit 10.33 to the 1993 Form 10-K).
10.15 1996 Stock Option Plan, as approved by the Board of Directors on
February 6, 1996 (incorporated by reference to Exhibit 10.15 to the
1995 Form 10-K).*
13.1 Annual Report to Shareholders (1).
21.1 Subsidiaries of the Registrant (1).
23.1 Consent of Ernst & Young LLP (1).
27.1 Financial Data Schedule.
________________
* Executive compensation plans and arrangements.
(1) Filed previously as an exhibit to the Annual Report on Form 10-K for
the year ended December 31, 1996.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COMMUNITY FIRST BANKSHARES, INC.
("Registrant")
Dated: May 7, 1997 By /s/ Mark A. Anderson
------------------------------
Mark A. Anderson
Executive Vice President and Chief
Financial Officer
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<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S ANNUAL REPORT IN FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 175,732
<INT-BEARING-DEPOSITS> 3,598
<FED-FUNDS-SOLD> 3,600
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 506,888
<INVESTMENTS-CARRYING> 222,348
<INVESTMENTS-MARKET> 223,200
<LOANS> 2,064,108
<ALLOWANCE> 26,215
<TOTAL-ASSETS> 3,116,398
<DEPOSITS> 2,537,440
<SHORT-TERM> 169,265
<LIABILITIES-OTHER> 117,061
<LONG-TERM> 46,750
0
22,988
<COMMON> 172
<OTHER-SE> 244,399
<TOTAL-LIABILITIES-AND-EQUITY> 3,116,398
<INTEREST-LOAN> 183,530
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<INTEREST-TOTAL> 229,426
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<INTEREST-EXPENSE> 95,234
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<LOAN-LOSSES> 6,757
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<EXPENSE-OTHER> 104,288
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<INCOME-PRE-EXTRAORDINARY> 32,510
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<EPS-PRIMARY> 1.85
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