<PAGE>
As filed with the Securities and Exchange Commission on April 3, 1998.
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 (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
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. 3,500,000 shares $50.391(1) $176,368,500(1) $52,029
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of computing the registration fee pursuant to
Rule 457(c) and based upon the average of the high and low sale prices for
such common stock on March 27, 1998 as reported on the NASDAQ National
Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION DATED APRIL 3, 1998
COMMUNITY FIRST BANKSHARES, INC.
3,500,000 SHARES OF COMMON STOCK
($.01 Par Value)
Community First Bankshares, Inc. (the "Company") has registered 3,500,000
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 ____________________, 1998.
1
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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, 1997 as amended on Form 10-K/A filed with
the Commission on March 27, 1998; (ii) Proxy Statement dated March 10, 1998
for the 1998 Annual Meeting; (iii) 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; (iv) 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 (v) 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
deemed superseded or modified for purposes of this Prospectus to the extent that
a statement contained
3
<PAGE>
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. (the "Company"), is a multi-bank holding
company that as of December 31, 1997 operated banks and bank branches (the
"Banks) in 109 communities in Arizona, Colorado, Iowa, Minnesota, Nebraska,
North Dakota, South Dakota, Wisconsin and Wyoming. Total assets of the Company
were approximately $4.9 billion as of December 31, 1997. The Company operates
community banks primarily in small and medium-sized communities and the
surrounding market areas. The Company provides a full range of commercial and
consumer banking services primarily 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.
PENDING ACQUISITIONS. On April 1, 1998, the Company signed a
definitive merger agreement with Western Bancshares of Las Cruces, Inc.
("Western Bancshares"), a one-bank holding company headquartered in Las Cruces,
New Mexico. At March 31, 1998, Western Bancshares had total assets of
approximately $164 million and deposits of approximately $139 million and
had 5 banking offices located in Las Cruces, Anthony and Hatch, New Mexico.
In the transaction, which is expected to be accounted for using the pooling
of interests method of accounting, the Company will issue approximately
923,000 shares of common stock to holders of Western Bancshares common stock.
The transaction is subject to regulatory approval and is expected to close
during the third quarter of 1998.
On January 14, 1998, the Company signed a definitive merger agreement with
FNB, Inc. ("FNB"), a two-bank holding company headquartered in Greeley,
Colorado. At December 31, 1997, FNB had total assets of $118 million and
offices in Greeley and Fort Collins, Colorado. In the transaction, which is
expected to be accounted for using the pooling of interests method of
accounting, the Company will issue approximately 570,000 shares of common stock
to holders of FNB common stock. The transaction is subject to regulatory
approval and is expected to close during the second quarter of 1998.
On January 9, 1998, the Company signed a definitive merger agreement with
Community Bancorp, Inc. ("CBI"), a one-bank holding company headquartered in
Thornton, Colorado. At December 31, 1997, CBI had total assets of $78 million
and offices in Thornton and Arvada, Colorado. In the transaction, which is
expected to be accounted for using the pooling of interests method of
accounting, the Company will issue approximately 452,000 shares of common stock
to holders of CBI common stock. The transaction is subject to regulatory
approval and is expected to close on April 3, 1998.
On November 6, 1997, the Company signed a definitive merger agreement with
Pioneer Bank of Longmont, Longmont, Colorado ("Pioneer"). At December 31, 1997,
Pioneer had total assets of $130 million and five banking offices in four
Colorado communities. In the transaction, which is expected to be accounted for
using the pooling of interests method of accounting, the Company will issue
approximately 700,000 shares of common stock to the holders of Pioneer common
stock, subject to adjustments set forth
5
<PAGE>
in the acquisition agreement. The transaction is subject to regulatory approval
and is expected to close during the second quarter of 1998.
RECENT SIGNIFICANT ACQUISITIONS. On January 23, 1998, the Company acquired
37 banking offices located in Arizona, Colorado and Utah (the "Bank One
Branches") from three subsidiary banks of Banc One Corporation (the "Bank One
Banks"). At closing, the Bank One Branches had total deposits of approximately
$730 million and loans of approximately $61 million. The Company paid a
purchase price premium of approximately $43.8 million, equal to 6% of the
deposits of the Bank One Branches at closing. The acquisition was accounted for
as an acquisition of assets and assumption of liabilities and resulted in the
recognition by the Company of deposit-based intangibles in an amount equal to
the purchase price premium of approximately $43.8 million. Following the
closing, the 25 Arizona offices and four Utah offices acquired from the Bank One
Banks were merged into the Republic bank in Phoenix, Arizona that was recently
acquired by the Company. The eight acquired Colorado offices were merged into
the Company's existing Colorado affiliate bank. On January 28, 1998, the
Company signed an agreement to sell one of the former Bank One Branches located
in Colorado.
On December 1 and November 24, 1997, respectively, the Company acquired
First National Summit Bankshares, Inc., Gunnison, Colorado ("Summit") and
Republic National Bancorp, Inc., Phoenix, Arizona ("Republic"). At closing,
Summit had total assets of approximately $90 million, deposits of approximately
$82 million and banking offices in five Colorado communities, and Republic had
total assets of approximately $54 million, deposits of approximately $49 million
and one banking office in Phoenix, Arizona. In connection with the Summit and
Republic mergers, the Company issued 368,019 shares of its common stock to the
holders of Republic common stock and 314,834 shares of its common stock to the
holders of Summit common stock, respectively. In addition, the former holders
of Summit preferred stock received, in the aggregate, $1 million in cash for
their preferred stock surrendered in the merger plus accrued but unpaid
dividends. Each of these business combinations was accounted for as a pooling
of interests.
On July 14, 1997, the Company purchased KeyBank National Association,
Cheyenne, Wyoming ("KeyBank Wyoming"), from KeyCorp, its parent corporation,
("KeyCorp"), for a purchase price of $135 million. KeyBank Wyoming has been
renamed "Community First National Bank." At closing, KeyBank Wyoming had total
assets of approximately $1.1 billion and 28 banking offices located in 24
communities in Wyoming, including Cheyenne, Laramie, Casper, Sheridan and
Jackson. The Company believes its Wyoming banking network is the largest in
Wyoming, providing a full range of commercial and consumer banking services
throughout the state. The transaction was accounted for as a business
combination using the purchase method of accounting and resulted in the
recognition of goodwill by the Company of approximately $60 million.
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.
GENERAL. 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,
6
<PAGE>
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.
7
<PAGE>
SUMMARY 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, 1997 is derived from the audited consolidated financial
statements of the Company, and related notes thereto, incorporated herein by
reference, except for end of period balance sheet amounts at December 31, 1993
which are derived from unaudited consolidated financial statements of the
Company. 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 herein.
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
(Dollars in thousands, except per share data)
OPERATING DATA:
Interest income. . . . . . . . . . . . . . . . . . $ 278,597 $ 229,426 $ 192,868 $ 143,237 $ 121,146
Interest expense . . . . . . . . . . . . . . . . . 117,253 95,234 82,891 53,468 47,271
---------- ---------- ---------- ---------- ----------
Net interest income. . . . . . . . . . . . . . . . 161,344 134,192 109,977 89,769 73,875
Provision for loan losses. . . . . . . . . . . . . 5,352 6,757 2,711 1,839 2,149
---------- ---------- ---------- ---------- ----------
Net interest income after
provision for loan losses. . . . . . . . . . . . 155,992 127,435 107,266 87,930 71,726
Noninterest income . . . . . . . . . . . . . . . . 36,564 27,370 22,488 18,992 18,158
Noninterest expense. . . . . . . . . . . . . . . . 125,190 104,288 82,593 70,241 60,854
---------- ---------- ---------- ---------- ----------
Income from continuing operations before income
taxes and extraordinary item . . . . . . . . . . 67,366 50,517 47,161 36,681 29,030
Provision for income taxes . . . . . . . . . . . . 21,516 18,007 17,208 13,952 10,775
---------- ---------- ---------- ---------- ----------
Income from continuing operations before
extraordinary item. . . . . . . . . . . . . . . 45,850 32,510 29,953 22,729 18,255
Discontinued Operations:
Income from discontinued operations, net of
taxes . . . . . . . . . . . . . . . . . . . . . 967 0 0 0 0
---------- ---------- ---------- ---------- ----------
Income before extraordinary item and
cumulative effect of accounting change . . . . . 46,817 32,510 29,953 22,729 18,255
Extraordinary item, net of taxes . . . . . . . . . (265) 0 0 0 0
Cumulative effect of accounting change . . . . . . 0 0 0 0 359
---------- ---------- ---------- ---------- ----------
Net income . . . . . . . . . . . . . . . . . . . . 46,552 32,510 29,953 22,729 18,614
Dividends on preferred stock . . . . . . . . . . . 0 1 610 1,610 1,091 0
---------- ---------- ---------- ---------- ----------
Net income applicable to common equity . . . . . . $ 46,552 $ 30,900 $ 28,343 $ 21,638 $ 18,614
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE:
Basic income per share from continuing operations
before extraordinary item and cumulative
effect of accounting change. . . . . . . . . . . $ 2.48 $ 1.87 $ 1.85 $ 1.50 $ 1.32
Discontinued operations. . . . . . . . . . . . . 0.05 0.00 0.00 0.00 0.00
Extraordinary item (1) . . . . . . . . . . . . . (0.01) 0.00 0.00 0.00 0.00
Cumulative effect of accounting change . . . . . 0.00 0.00 0.00 0.00 0.03
---------- ---------- ---------- ---------- ----------
Basic net income . . . . . . . . . . . . . . . . $ 2.52 $ 1.87 $ 1.85 $ 1.50 $ 1.35
---------- ---------- ---------- ---------- ----------
Diluted income before extraordinary item and
cumulative effect of accounting change . . . . . $ 2.40 $ 1.79 $ 1.75 $ 1.43 $ 1.27
Discontinued operations. . . . . . . . . . . . . 0.05 0.00 0.00 0.00 0.00
Extraordinary item (1) . . . . . . . . . . . . . (0.01) 0.00 0.00 0.00 0.00
Cumulative effect of accounting change . . . . . 0.00 0.00 0.00 0.00 0.03
---------- ---------- ---------- ---------- ----------
Diluted net income . . . . . . . . . . . . . . . $ 2.44 $ 1.79 $ 1.75 $ 1.43 $ 1.30
---------- ---------- ---------- ---------- ----------
Average common shares outstanding:
Basic. . . . . . . . . . . . . . . . . . . . . . 18,474,749 15,509,289 15,361,370 14,378,903 13,838,334
Diluted. . . . . . . . . . . . . . . . . . . . . 19,069,078 18,142,377 17,167,650 16,127,250 14,389,256
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
(Dollars in thousands, except per share data)
OPERATING RATIOS AND OTHER DATA:
Return on average assets . . . . . . . . . . . . . 1.31% 1.13% 1.24% 1.13% 1.10%
Return on average common shareholders' equity. . . 18.13% 15.69% 18.19% 16.77% 16.64%
Net interest margin . . . . . . . . . . . . . . . 5.17% 5.32% 5.06% 4.95% 4.74%
Net charge-offs to average loans . . . . . . . . . 0.24% 0.22% 0.17% 0.00% 0.08%
Ratio of earnings to fixed charges (2):
Excluding interest on deposits. . . . . . . . . 5.61 4.14 4.46 5.23 7.60
Including interest on deposits. . . . . . . . . 1.57 1.52 1.55 1.66 1.61
FINANCIAL CONDITION DATA
(END OF PERIOD):
Assets . . . . . . . . . . . . . . . . . . . . . . $4,855,526 $3,116,398 $2,769,976 $2,130,619 $1,883,794
Loans. . . . . . . . . . . . . . . . . . . . . . . 2,637,057 2,064,108 1,767,193 1,330,146 1,037,666
Investment securities (3). . . . . . . . . . . . . 1,679,389 729,236 717,342 613,239 653,722
Deposits . . . . . . . . . . . . . . . . . . . . . 3,619,334 2,537,440 2,539,716 1,794,565 1,627,989
Long-term debt . . . . . . . . . . . . . . . . . . 116,476 46,750 81,288 38,092 48,354
Company-obligated mandatorily redeemable preferred
securities of CFB Capital I and II . . . . . . . 120,000 -- -- -- --
Preferred shareholders' equity . . . . . . . . . . 0 22,988 23,000 23,000 0
Common shareholders' equity. . . . . . . . . . . . 339,294 221,583 181,004 134,701 125,071
Book value per common share. . . . . . . . . . . . 16.70 12.92 12.01 9.69 9.10
Tangible book value per common share . . . . . . . 11.91 10.63 9.08 8.09 7.93
FINANCIAL CONDITION RATIOS
(END OF PERIOD):
Nonperforming assets to total loans and OREO . . . 0.61% 0.70% 0.31% 0.34% 0.62%
Allowance for loan losses to total loans. . . . . 1.37% 1.27% 1.29% 1.30% 1.38%
Allowance for loan losses to nonperforming
loans. . . . . . . . . . . . . . . . . . . . . . 286% 201% 608% 537% 296%
REGULATORY CAPITAL RATIOS
(END OF PERIOD):
Tier 1 capital . . . . . . . . . . . . . . . . . . 10.65% 8.88% 8.51% 10.64% 10.16%
Total capital. . . . . . . . . . . . . . . . . . . 14.24% 11.10% 11.18% 13.46% 13.44%
Leverage ratio . . . . . . . . . . . . . . . . . . 7.25% 6.62% 6.10% 7.12% 6.12%
NET INCOME AND RATIOS EXCLUDING
GOODWILL AND OTHER INTANGIBLE ASSETS
AMORTIZATION AND BALANCES ("CASH"):
Income applicable to common equity . . . . . . . . $51,017 $33,714 $30,522 $23,194 $19,948
Diluted earnings per common share. . . . . . . . . 2.68 1.95 1.87 1.51 1.39
Return on average assets . . . . . . . . . . . . . 1.46% 1.25% 1.34% 1.22% 1.18%
Return on average common shareholders equity . . . 19.86% 17.12% 19.58% 17.98% 17.83%
</TABLE>
- ------------------------------------
(1) Represents the after-tax effect of prepayment penalties and unamortized
debt issuance costs in connection with redemption of certain indebtedness.
(2) 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.
(3) Includes available-for-sale securities and held-to-maturity securities.
9
<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, the Bank One Branches, KeyBank
Wyoming and Mountain Parks represent the largest institutions acquired by the
Company, and have been completed at or near the same time as a number of other
completed or proposed mergers. See "The Company."
Managing growth through acquisitions, including integration and training of
personnel, combination of office and operations procedures and related matters,
is a difficult process. In connection with its recent significant
acquisitions, the Company has experienced challenges with data and item
processing conversion, management training, staffing and other operational
integration areas. These issues have resulted in the need for management and
support personnel to allocate increased time to the integration process, in some
cases slowing the acquired institutions' marketing and business development
efforts. Although the Company has taken steps to address the issues resulting
from recent acquisitions, the Company may experience such issues in connection
with future acquisitions, and there can be no assurance that these problems will
not result in disruption or expense.
Management believes future growth in the assets and earnings of the Company
will depend in significant part on consummation of further acquisitions. The
ability of the Company to pursue this strategy depends in part on its capital
position and, in the case of cash acquisitions, on its cash assets or ability to
acquire cash. Further, acquisition candidates may not be available in the
future on terms favorable to the Company. The Company must compete with a
variety of individuals and institutions, including major regional bank holding
companies, for suitable acquisition candidates. Although the Company has
focused its attention on smaller markets, in which the Company believed there
was less
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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.
YEAR 2000 ISSUE
The Company is evaluating the potential impact of what is commonly referred
to as the "Year 2000" issue, concerning the inability of certain information
systems to properly recognize and process dates containing the year 2000 and
beyond. If not corrected, these systems could fail or create erroneous results.
The Company is in the process of determining which of its systems, if any, may
present Year 2000 issues, the magnitude of these issues, and the steps that may
be necessary to correct them. Therefore, the potential liabilities and costs
associated with Year 2000 compliance cannot be estimated with certainty at this
time. Regardless of the Year 2000 compliance of the Company's systems, there
can be no assurance that the Company will not be adversely affected by the
failure of others to become Year 2000 compliant. Such risks may include
potential losses related to loans made to third parties whose businesses are
adversely affected by the Year 2000 issue, the disruption or inaccuracy of data
provided by non-Year 2000 compliant third parties and business disruption caused
by the failure of service providers, such as security and data processing
companies, to become Year 2000 compliant. Because of these uncertainties, there
can be no assurance that the Year 2000 issue will not have a material financial
impact in any future period.
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, Chief
Financial Officer and Chief Information 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.
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OFFERED SECURITIES
The securities of the Company which may be offered from time to time by
this Prospectus consist of up to 3,500,000 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.
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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. On April 28,
1998, the Company's shareholders will consider and vote on approval of an
amendment to the Restated and Amended Certificate of Incorporation to increase
the number of authorized shares of the Company's Common Stock from 30,000,000
shares to 80,000,000 shares. The number of authorized shares of Preferred Stock
would not be changed. On February 3, 1998, the Board of Directors approved a
two-for-one stock split in the form of a 100% stock dividend, subject to
approval of the amendment to the Certificate of Incorporation. The stock
dividend would be paid on May 15, 1998 to shareholders of record on May 1, 1998.
As of March 3, 1998, the Company had issued and outstanding 20,327,797
shares of Common Stock, net of treasury shares, and no issued and outstanding
shares of Preferred Stock. As of such date, there were approximately 1,300
holders of record of the outstanding shares of Common Stock and an additional
estimated 7,000 beneficial holders. In addition, the Company anticipates
issuing approximately 1,022,000 shares of Common Stock in the aggregate in
connection with its pending acquisitions of FNB, CBI and Pioneer. 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.
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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 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.
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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
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
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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 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.
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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
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,
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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 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.
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 the Company at December 31, 1997
and 1996, and for each of the three years in the period ended December 31, 1997,
incorporated by reference in this Prospectus and Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon appearing and incorporated by reference elsewhere herein which,
as to the year 1995, are based in part on the report of Arthur Andersen LLP,
formerly independent auditors for
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Mountain Parks Financial Corp. As of the date of their report and during the
period covered by the financial statements on which they reported, Arthur
Andersen LLP were independent certified public accountants with respect to the
Company and Mountain Parks Financial Corp., as the case may be, within the
meaning of the Securities Act and the applicable published rules and regulations
thereunder. The consolidated financial statements referred to above are
incorporated 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 National Association (Wyoming) as of
and for the year ended December 31, 1996 appearing in the Company'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 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.
19
<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
<TABLE>
<CAPTION>
PAGE
<S> <C>
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
OFFERED SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . 13
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>
3,500,000 SHARES
COMMUNITY FIRST
BANKSHARES, INC.
------------------------
PROSPECTUS
------------------------
______________, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 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"]).
2.2 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 Securities and Exchange Commission (the "Commission") on
January 23, 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).
2.4 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).
2.5 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. (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
Commission as of May 8, 1997 [the "1996 Form 10-K"]).
II-2
<PAGE>
2.9 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 the Registrant's Registration Statement on Form S-4
[File No. 333-38997] filed with the Commission on October 29,
1997).
2.10 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).
2.11 Office Purchase and Assumption Agreement dated as of the 10th day
of September, 1997 by and between Bank One, Arizona, National
Association, Bank One, Colorado, National Association, Bank One,
Utah, National Association and the Registrant, (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).
2.12 Agreement and Plan of Merger dated as of November 6, 1997
among the Registrant, Community First National Bank and
Pioneer Bank of Longmont (incorporated by reference to Exhibit
2.7 to the Registrant's Registration Statement on Form S-4
[File No. 333-37527], filed with the Commission on November
21, 1997).
2.13 First Amendment to Agreement and Plan of Merger dated as of the
19th day of December, 1997 by and among the Registrant, Community
First National Bank and Pioneer Bank of Longmont (incorporated by
reference to Appendix B to the Proxy Statement-Prospectus
contained in Registrant's Registration Statement on Form S-4
[File No. 333-48825] filed with the Commission on March 31,
1998).
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).
4.2 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")).
4.3 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 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.
II-3
<PAGE>
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).
(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.
II-4
<PAGE>
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 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 3rd day of
April, 1998.
COMMUNITY FIRST BANKSHARES, INC.
By: /s/Donald R. Mengedoth
--------------------------------------------------
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 3rd day of April, 1998,
by the following persons in the capacities indicated.
SIGNATURE TITLE
- --------- -----
/s/ Donald R. Mengedoth President, Chief Executive Officer and
- ------------------------------------ Chairman of the Board
Donald R. Mengedoth
/s/ Mark A. Anderson Executive Vice President and Chief
- ------------------------------------ Financial Offer (Principal Financial
Mark A. Anderson and Accounting Officer)
/s/ Patricia A. Adam Director
- ------------------------------------
Patricia A. Adam
/s/ James T. Anderson Director
- ------------------------------------
James T. Anderson
II-6
<PAGE>
/s/ Patrick E. Benedict Director
- ------------------------------------
Patrick E. Benedict
/s/ Patrick Delaney Director
- ------------------------------------
Patrick Delaney
/s/ John H. Flittie Director
- ------------------------------------
John H. Flittie
/s/ Dennis M. Mathisen Director
- ------------------------------------
Dennis M. Mathisen
/s/ Thomas C. Wold Director
- ------------------------------------
Thomas C. Wold
/s/ Harvey L. Wollman Director
- ------------------------------------
Harvey L. Wollman
/s/ Darrell G. Knudson Director
- ------------------------------------
Darrell G. Knudson
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P., counsel
to the Registrant.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Arthur Andersen LLP.
99.1 Report of Arthur Andersen LLP regarding financial statements
of Mountain Parks Financial Corp.
</TABLE>
<PAGE>
EXHIBIT 5.1
[Lindquist & Vennum P.L.L.P. Letterhead]
April 3, 1998
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 3,500,000 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.
<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 3,500,000 shares of its common stock
(the "Registration Statement") and to the incorporation by reference therein of
our report dated January 22, 1998, with respect to the consolidated financial
statements and schedules of Community First Bankshares, Inc. incorporated by
reference in its Annual Report, as amended, on Form 10-K/A No. 1 (the "Annual
Report") for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
We also consent to the reference to our firm under the caption "Experts" in the
Registration Statement and to the use of our report dated September 19, 1997,
with respect to the financial statements of KeyBank National Association
(Wyoming), included in the Annual Report.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
April 1, 1998
<PAGE>
EXHIBIT 23.3
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.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
March 27, 1998
<PAGE>
Exhibit 99.1
REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
To Mountain Parks Financial Corp.:
We have audited the consolidated statement of financial condition of
Mountain Parks Financial Corp. (a Delaware corporation) and subsidiaries as of
December 31, 1995, and the related consolidated statements of income,
stockholders' equity and cash flows for the year ended December 31, 1995, not
presented separately herein. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, not presented
separately herein, present fairly, in all material aspects, the financial
position of Mountain Parks Financial Corp. and subsidiaries as of December 31,
1995, and the results of their operations and their cash flows for the year
ended December 31, 1995, in conformity with generally accepted accounting
principles.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
March 1, 1996
