<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1998.
REGISTRATION NO. 333-40071
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
(AMENDMENT NO. 2)
to
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 Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
520 Main Avenue
Fargo, North Dakota 58124-0001
(701) 298-5600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
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Donald R. Mengedoth
President 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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS 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. / /
----------------------------
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.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 4,438,207(1) (2) (2) (2)
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</TABLE>
(1) This Registration Statement (No. 333-40071) was initially filed on November
12, 1997 and became effective on December 31, 1997 to register 3,000,000
shares of Common Stock, $.01 par value, of Community First Bankshares, Inc.
(the "Company"). On May 15, 1998, the Company completed a two-for-one
stock split in the form of a 100% stock dividend on the outstanding shares
of Common Stock of the Company. Pursuant to Rule 416(b) under the
Securities Act of 1933, as amended, shares covered by a registration
statement for which the distribution is not yet complete as of the date of
a stock split are automatically deemed to be adjusted for the stock split.
However, the registrant must amend the registration statement prior to
further offerings of the undistributed securities to reflect the change in
the amount of securities registered. At May 15, 1998, Community First
Bankshares, Inc. had distributed an aggregate 1,561,793 shares of the
3,000,000 shares registered under this Registration Statement, leaving a
balance of 1,438,207 shares. Accordingly, Community First Bankshares, Inc.
hereby amends this Registration Statement by increasing the remaining
number of shares of Common Stock, $.01 par value, to be included by an
additional 1,438,207 shares, for a total registration of 4,438,207 shares
(including the 1,561,793 shares distributed and 2,876,414 shares to be
issued).
(2) Registration fees were previously paid with respect to an aggregate
3,000,000 shares registered under this Registration Statement on November
12, 1997 (Maximum Aggregate Offering Price of $143,625,000). Pursuant to
Rule 416(b), this amendment is filed to reflect the adjustment referred to
above and does not otherwise increase the number of shares to be registered
pursuant to Rule 457(a). Therefore, no additional fee is required for
registration of the additional shares resulting from the stock dividend.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Fargo, State of North Dakota, on the 12th day of June, 1998.
COMMUNITY FIRST BANKSHARES, INC.
By: /s/ Mark A. Anderson
------------------------------------------
Mark A. Anderson, Executive Vice President,
Chief Information Officer and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment has been signed below on the 12th day of June, 1998, by the
following persons in the capacities indicated.
SIGNATURE TITLE
- --------- -----
* President, Chief Executive Officer and
- ------------------------------ Chairman of the Board
Donald R. Mengedoth (Principal Executive Officer)
/s/ Mark A. Anderson Executive Vice President, Chief Financial
- ------------------------------ Officer and Chief Information Officer
Mark A. Anderson (Principal Financial and Accounting Officer)
* Director
- ------------------------------
Patricia A. Adam
* Director
- ------------------------------
James T. Anderson
* Director
- ------------------------------
Patrick E. Benedict
* Director
- ------------------------------
Patrick Delaney
* Director
- ------------------------------
John H. Flittie
* Director
- ------------------------------
Dennis M. Mathisen
Director
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Darrell G. Knudson
<PAGE>
TITLE
-----
* Director
- ------------------------------
Thomas C. Wold
* Director
- ------------------------------
Harvey L. Wollman
*By: /s/ Mark A. Anderson
- ------------------------------
Mark A. Anderson
ATTORNEY-IN-FACT
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
2.1 Stock Purchase Agreement dated as of February 18, 1997, among the
Registrant, KeyCorp and Key Bank of the Rocky Mountains, Inc.
(incorporated by reference to Exhibit 2.8 to the Registrant's
Amendment No. 1 to its Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, filed with the Securities and
Exchange Commission (the "Commission") as of May 8, 1997).
2.2 Agreement and Plan of Reorganization dated as of June 25, 1996,
between Registrant and Mountain Parks Financial Corp.
(incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4 [File No. 333-14439] as
declared effective by the Commission on November 6, 1996).
2.3 Agreement and Plan of Merger dated as of March 8, 1996, between
Registrant, Trinidad Acquisition Corporation and Financial
Bancorp., Inc. (incorporated by reference to Exhibit 2.1 to the
Registrant's Registration Statement on Form S-4 [File No.
333-6239] as declared effective by the Commission on August 9,
1996).
2.4 Restated Agreement and Plan of Merger dated as of August 22,
1997, including Agreement and First Amendment to Agreement dated
as of the same date, between the Registrant and First National
Summit Bankshares, Inc. (incorporated by reference to Appendices
A and B to the Proxy Statement-Prospectus contained in
Registrant's Registration Statement on Form S-4 [File No.
333-38997] filed with the Commission on October 29, 1997).
2.5 Restated Agreement and Plan of Merger dated as of August 28, 1997
between the Registrant and Republic National Bancorp, Inc.
(incorporated by reference to Appendix A to the Proxy
Statement-Prospectus contained in Registrant's Registration
Statement on Form S-4 [File No. 333-38225] filed with the
Commission on October 20, 1997).
2.6 Office Purchase and Assumption Agreement by and between Bank One,
Arizona, National Association, Bank One, Colorado, National
Association, Bank One, Utah, National Association and the
Registrant dated as of the 10th day of September, 1997
(incorporated by reference to Exhibit 2.6 to the Registrant's
Registration Statement on Form S-4 [File No. 333-36091] filed
with the Commission on September 22, 1997).
3.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996).
3.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1 [File
No. 33-41246] as declared effective by the Commission on August
13, 1991 (the "1991 S-1")).
4.1 Specimen Common Stock Certificate of the Registrant (incorporated
by reference to Exhibit 4 to the 1991 S-1).
4.2 Certificate of Designations, Preferences and Rights of 7%
Cumulative Convertible Preferred Stock of the Registrant
(incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3 [File No. 33-77398] as
declared effective
<PAGE>
by the Commission on May 4, 1994 (the "1994 S-3")).
4.3 Certificate of Designations, Preferences and Rights of Series A
Junior Participating Preferred Stock (incorporated by reference
to Exhibit A to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A filed with the Commission on January 9,
1995 (the "Form 8-A")).
4.4 Form of Rights Agreement dated as of January 5, 1995 by and
between the Registrant and Norwest Bank Minnesota, N.A.
(incorporated by reference to Exhibit 1 to the Form 8-A).
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P., Counsel to
the Company, regarding legality of securities being registered.
23.1 Consent of Lindquist & Vennum P.L.L.P. (See Exhibit 5.1 above).
23.2 Consent of Ernst & Young LLP.*
23.3 Consent of Hacker, Nelson & Co., P.C.*
23.4 Consent of Fortner, Bayens, Levkulich and Co., P.C.*
23.5 Consent of Arthur Andersen LLP.*
24.1 A Power of Attorney is set forth on the signature pages of this
Registration Statement.*
99.1 Report of Arthur Andersen LLP regarding financial statements of
Mountain Parks Financial Corp. (incorporated by reference to
Exhibit 99.1 to the Registrant's Registration Statement on Form
S-3 [File No. 333-19921], as filed with Amendment No. 1 to such
Registration Statement filed with the Commission on January 30,
1997).*
</TABLE>
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*Previously filed.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
</TABLE>
<PAGE>
EXHIBIT 5.1
[Lindquist & Vennum P.L.L.P. Letterhead]
June 12, 1998
Community First Bankshares, Inc.
520 Main Avenue
Fargo, North Dakota 58124-0001
Re: Registration Statement on Form S-4, as Amended
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 4,438,207 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.
cc: Patrick Delaney
Mark A. Anderson
