<PAGE>
As filed with the Securities and Exchange Commission on July 2, 1997
Registration No. 333-25633
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
PRE-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
FIRST INTERSTATE BANCSYSTEM OF MONTANA, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Montana 6060 81-0331430
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
401 North 31st Street
Billings, Montana 59101
(406) 255-5300
(Address including ZIP code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------------------------
Terrill R. Moore, Chief Financial Officer
First Interstate BancSystem of Montana, Inc.
401 North 31st Street
Billings, Montana 59101
(406) 255-5300
Fax (406) 255-5350
(Name, address, including zip code, and telephone number,
including area code of Agent for service)
----------------------------------------
Copy to:
Allan Karell, Esq.
Crowley, Haughey, Hanson, Toole & Dietrich
490 North 31st Street, Fifth Floor
Billings, Montana 59101
(406) 252-3441
Fax (406) 259-4159
--------------------------------------
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |___|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |___|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |___|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |___|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered per share (1) offering price (1) registration fee
- --------------------------- ---------- ------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock (without par value) 70,571 shares $85.02 $5,999,947 $1,818.18
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Capitalized terms used but not defined in Part II have the meanings
ascribed to them in the Prospectus contained in this Registration Statement.
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses expected to be incurred in
connection with the registration of the securities to be offered hereunder,
all of which expenses, except the Commission registration fee, are estimated:
Securities and Exchange Commission registration fee $ 1,818
Printing and Miscellaneous 22,000
Legal Fees and Expenses 20,000
Accounting Fees and Expenses 10,000
Blue Sky Fees 1,900
Registrar and Transfer Agent Fees -
-------
Total $55,718
-------
-------
The Company will pay all expenses of issuance and distribution of the
securities to be offered hereunder.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Officers and directors of FIBM are entitled to indemnification under the
Montana Business Corporation Act and pursuant to a Resolution of the Board of
Directors dated January 12, 1987. A summary of the indemnification
provisions follows:
Pursuant to a Resolution of the Board of Directors dated January 12, 1987 and
under the authority of Section 35-1-414 of the Montana Business Corporation
Act, FIBM shall indemnify each director and officer of FIBM (including former
officers and directors) and each agent of FIBM serving as a director or
officer of a subsidiary bank of FIBM, serving at the specific direction or
request of FIBM (but only to the extent that such director, officer or agent
is not indemnified by the subsidiary bank or by insurance provided by FIBM)
against judgments, penalties, fines, settlements and reasonable expenses
actually and reasonably paid by such director, officer or agent by reason of
the fact that he or she is or was a director or officer of FIBM or such
subsidiary bank, to the extent provided by and subject to the limitations of
the Montana Business Corporation Act (which indemnification and limitations
as of the date of the adoption of this bylaw and set forth in Section 35-1-414
of the Montana Code Annotated).
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
FIBM pursuant to the foregoing provisions, or otherwise, FIBM has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by FIBM of expenses incurred
or paid by a director, officer or controlling person of FIBM 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, FIBM will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court or appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-1
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
1. FIBM has issued bonuses of common stock to certain key officers of the
Company in January, 1997, and in January of each of the past three years.
The dates of issuance, total number of shares issued, per share value of the
stock, and total dollar amount of stock issued as officer bonuses are as
follows:
Number Per Share Total Dollar
Date of Shares Value Amount
---- --------- ---------- ------------
January, 1997 1,009 $80.21 $80,932
January, 1996 849 $70.71 $60,033
January, 1995 864 $63.20 $54,605
January, 1994 1,146 $47.25 $54,149
Exemption from registration of the stock was claimed because no offer or sale
of the stock was made, as defined in Section 2(3) of the Securities Act
of 1933. The stock was issued by FIBM without any election or decision of the
officers to participate, and the officers had no option to receive cash or
other consideration in lieu of stock.
2. FIBM has issued stock options and stock appreciation rights to key
officers of the Company in January, 1997, and in January of each of the past
three years, pursuant to its Stock Option and Stock Appreciation Rights Plan.
See "MANAGEMENT - EXECUTIVE AND DIRECTOR COMPENSATION - Stock Option and
Stock Appreciation Rights Plan." Exemption from registration of the stock
options and stock appreciation rights was claimed because no offer or sale of
the stock options or appreciation rights was made, as defined in Section 2(3)
of the Securities Act of 1933. The stock options and appreciation rights
were issued by FIBM without any election or decision of the officers to
participate, and the officers had no option to receive cash or other
consideration in lieu of stock options and appreciation rights. These
transactions are also exempt under Section 4(2) of the Securities Act of
1933. The stock options and stock appreciation rights were issued privately
by FIBM only to key officers of the Company. The grantees in each case were
people generally familiar with the business, management and financial
information of the Company. Stock options and stock appreciation rights were
issued to 35 key officers in 1997, 35 key officers in 1996, 34 key officers
in 1995 and 30 key officers in 1994.
3. On January 28, 1994, outstanding stock options were exercised for the
purchase of 2,271 shares of FIBM common stock at an exercise price of $21.43,
paid in cash in each instance, for a total of $48,668. The options were
exercised by Company key officers who had received the options pursuant to
the Company's Stock Option and Stock Appreciation Rights Plan.
On October 1, 1994, outstanding stock options were exercised for the purchase
of 1,292 shares of FIBM common stock at exercise prices ranging from $16.18
to $18.97, paid in cash, for a total of $22,241. The options were exercised
by a retiring key officer of the Company who had received the options
pursuant to the Company's Stock Option and Stock Appreciation Rights Plan.
On November 4, 1994, outstanding stock options were exercised for the
purchase of 2,305 shares of FIBM common stock at an exercise price of $16.18,
paid in cash in each instance, for a total of $37,295. The options were
exercised by Company key officers who had received the options pursuant to
the Company's Stock Option and Stock Appreciation Rights Plan. The number of
key officers who exercised stock options in 1994 was twelve.
On January 20 and 27, 1995, outstanding stock options were exercised for the
purchase of 5,053 shares of FIBM common stock at an exercise price of
$49.48 per share, paid in cash in each instance, for a total of $250,022.
The options were exercised by Company key officers who received the options
pursuant to the Company's Stock Option and Stock Appreciation Rights Plan.
The number of key officers who exercised stock options in 1995 was eight.
On January 19, 1996, outstanding stock options were exercised for the
purchase of 2,845 shares of FIBM common stock at an exercise price of
$17.20 per share and 1,534 shares of FIBM common stock at an exercise price
of $24.62 per share, paid in cash in each instance, for a total of $86,701.
The options were exercised by Company key officers who received the options
pursuant to the Company's Stock Option and Stock Appreciation Rights Plan.
The number of key officers who exercised stock options in 1996 was fifteen.
II-2
<PAGE>
On January 13, 1997, outstanding stock options were exercised for the
purchase of 2,192 shares of FIBM common stock at an exercise price of
$18.25 per share paid in cash in each instance, for a total of $40,004. The
options were exercised by Company key officers who received the options
pursuant to the Company's Stock Option and Stock Appreciation Rights Plan.
The number of key officers who exercised stock options in 1997 was seven.
Exemption from registration was claimed under Section 4(2) of the Securities
Act of 1933. The stock options exercised were privately offered and sold
only to key officers of the Company, who were familiar with the business,
management and financial information of the Company.
ITEM 16. EXHIBITS
(a) EXHIBITS
3.1 Articles of Incorporation and the amendments thereto of FIBM
3.1.1 Articles of Amendment to Restated Articles of Incorporation
dated September 1, 1996 (incorporated by reference to the
Company's Form 8-K dated October 1, 1996)
3.1.2 Articles of Amendment to Restated Articles of Incorporation
dated September 1, 1996 (incorporated by reference to the
Company's Form 8-K dated October 1, 1996)
3.2 Bylaws of FIBM
4.1 Specimen of common stock certificate of FIBM (incorporated
by reference to Registrant's Form S-1 Registration Statement
No. 333-3250)
4.2 Form of Shareholder's Agreement for non-Scott Family
members (attached as Exhibit A to the Prospectus)
*4.3 Appraisal of minority block of FIBM common stock prepared
Alex Sheshunoff & Co. Investment Banking dated April 23, 1997
(attached as EXHIBIT B to the Prospectus)
4.4 Preferred Stock Purchase Agreement dated September 26, 1996
between First Interstate BancSystem of Montana, Inc. and First
Security Corporation (incorporated by reference to the
Company's Form 8-K dated October 1, 1996)
5. Opinion of Crowley, Haughey, Hanson, Toole & Dietrich P.L.L.P.
as to the legality of the securities being registered.
10.1 Loan Agreement dated October 1, 1996 between First
Interstate BancSystem of Montana, Inc., as borrower, and First
Security Bank, NA, Colorado National Bank, NA and Wells Fargo
Bank, NA (incorporated by reference to the Company's Form 8-K
dated October 1, 1996)
10.2 Note Purchase Agreement dated August 30, 1996 between First
Interstate BancSystem of Montana, Inc. and the Montana Board
of Investments (incorporated by reference to the Company's
Form 8-K dated October 1, 1996)
10.3 Lease Agreement Between Billings 401 Joint Venture and
First Interstate Bank of Commerce, Billings Office (formerly
known as First Interstate Bank of Billings, National
Association), and addendum thereto (incorporated by reference
to the Registrant's Form S-1 Registration Statement
No. 33-84540)
10.4 FIBM (formerly known as Security Banks of Montana)
Sublease to First Interstate Bank of Commerce, West Billings
Office (formerly known as Rimrock Bank) (incorporated by
reference to the Registrant's Form S-1 Registration Statement
No. 33-84540)
II-3
<PAGE>
(a) EXHIBITS. CONTINUED
10.5 Savings and Profit Sharing Plan for Employees of FIBM, as
amended December 31, 1994 (incorporated by reference to the
Post-Effective Amendment No. 2 to the Registrant's Form S-1
Registration Statement No. 33-84540)
10.5.1 Amendment to the Saving and Profit Sharing Plan for
Employees of FIBM adopted September 21, 1995
10.5.2 First Amendment to Savings and Profit Sharing Plan for
Employees of FIBM
10.5.3 Second Amendment to Savings and Profit Sharing Plan for
Employees of FIBM
10.5.4 Third Amendment to Savings and Profit Sharing Plan for
Employees of FIBM
10.5.5 Fourth Amendment to Savings and Profit Sharing Plan for
Employees of FIBM
10.6 Stock Option and Stock Appreciation Rights Plan of FIBM, as
amended (incorporated by reference to the Registrant's
Form S-1 Registration Statement No. 33-84540)
10.7 Stock Purchase Agreement dated May 24, 1996 between First
Interstate BancSystem of Montana, Inc. and Wells
Fargo & Company (incorporated by reference to Company's
Form 8-K dated October 1, 1996)
10.8 FIBM Shareholders' Agreements with Scott Family
(incorporated by reference to the Registrant's Form S-1
Registration Statement No. 33-84540)
10.8.1 Amendment to FIBM Shareholder's Agreement with Scott Family
dated September 7, 1995 (incorporated by reference to the
Post-Effective Amendment No. 2 to the Registrant's Form S-1
Registration Statement No. 33-84540)
10.9 Credit Agreement between Billings 401 Joint Venture and
Colorado National Bank dated as of September 26, 1995
(incorporated by reference to the Post-Effective
Amendment No. 2 to the Registrant's Form S-1 Registration
Statement No. 33-84540)
10.10 Stock Purchase Agreement among FIBM and all stockholders of
First Park County Bancshares, Inc. (incorporated by reference
to the Post-Effective Amendment No. 2 to the Registrant's
Form S-1 Registration Statement No. 33-84540)
10.11 Trademark License Agreement between Wells Fargo & Company
and First Interstate BancSystem of Montana, Inc.
21. Subsidiaries of FIBM
23.1 Consent of Crowley, Haughey, Hanson, Toole & Dietrich P.L.L.P.
23.2 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants
23.3 Consent of Alex Sheshunoff & Co. Investment Banking
99.1 Form of letters to offerees of the stock.
* Filed with this Amendment
(b) The financial statement schedules required by Regulation S-X have
been included in the Registration Statement - Prospectus.
ITEM 17. UNDERTAKINGS
Not applicable.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Billings, Montana
on July 1, 1997.
First Interstate BancSystem of Montana, Inc.
(Registrant)
/s/ Terrill R. Moore
-------------------------------------------------
Terrill R. Moore, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature: Date:
/s/ Homer A. Scott, Jr. July 1, 1997
- ---------------------------------------- -----------------------------
Homer A. Scott, Jr.
Chairman
/s/ Thomas W. Scott July 1, 1997
- ---------------------------------------- -----------------------------
Thomas W. Scott
Director and Chief Executive Officer
/s/ William H. Ruegamer July 1, 1997
- ---------------------------------------- -----------------------------
William H. Ruegamer
Director and Chief Operating Officer
/s/ James R. Scott July 1, 1997
- ---------------------------------------- -----------------------------
James R. Scott
Director
/s/ Dan S. Scott July 1, 1997
- ---------------------------------------- -----------------------------
Dan S. Scott
Director
/s/ Randy Scott July 1, 1997
- ---------------------------------------- -----------------------------
Randy Scott
Director
- ---------------------------------------- -----------------------------
Susan S. Heyneman
Director
/s/ Joel T. Long July 1, 1997
- ---------------------------------------- -----------------------------
Joel Long
Director
* * * * * * * * * *
<PAGE>
As filed with the Securities and Exchange Commission on July 2, 1997.
Registration No. 333-25633
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
PRE-EFFECTIVE AMENDMENT
NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRST INTERSTATE BANCSYSTEM OF MONTANA, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Montana 6060 81-0331430
(0State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
401 North 31st Street
Billings, Montana 59101
(406) 255-5300
(Address including ZIP code, and telephone number,
including area code, of registrant's principal
executive offices)
---------------------------------------
Terrill R. Moore, Chief Financial Officer
First Interstate BancSystem of Montana, Inc.
401 North 31st Street
Billings, Montana 59101
(406) 255-5300
----------------------------------------
Copy to:
Allan Karell, Esq.
Crowley, Haughey, Hanson, Toole & Dietrich
490 North 31st Street, Fifth Floor
Billings, Montana 59101
(406) 252-3441
Fax (406) 259-4159
--------------------------------------
EXHIBITS
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.1 Articles of Incorporation and the amendments thereto of FIBM
3.1.1 Articles of Amendment to Restated Articles of Incorporation
dated September 1, 1996 (incorporated by reference to the
Company's Form 8-K dated October 1, 1996)
3.1.2 Articles of Amendment to Restated Articles of Incorporation
dated September 1, 1996 (incorporated by reference to the
Company's Form 8-K dated October 1, 1996)
3.2 Bylaws of FIBM
4.1 Specimen of common stock certificate of FIBM (incorporated
by reference to Registrant's Form S-1 Registration Statement
No. 333-3250)
4.2 Form of Shareholder's Agreement for non-Scott Family
members (attached as Exhibit A to the Prospectus)
*4.3 Appraisal of minority block of FIBM common stock prepared
Alex Sheshunoff & Co. Investment Banking dated April 23, 1997
(attached as EXHIBIT B to the Prospectus)
4.4 Preferred Stock Purchase Agreement dated September 26, 1996
between First Interstate BancSystem of Montana, Inc. and First
Security Corporation (incorporated by reference to the
Company's Form 8-K dated October 1, 1996)
5. Opinion of Crowley, Haughey, Hanson, Toole & Dietrich P.L.L.P.
as to the legality of the securities being registered.
10.1 Loan Agreement dated October 1, 1996 between First
Interstate BancSystem of Montana, Inc., as borrower, and First
Security Bank, NA, Colorado National Bank, NA and Wells Fargo
Bank, NA (incorporated by reference to the Company's Form 8-K
dated October 1, 1996)
10.2 Note Purchase Agreement dated August 30, 1996 between First
Interstate BancSystem of Montana, Inc. and the Montana Board
of Investments (incorporated by reference to the Company's
Form 8-K dated October 1, 1996)
10.3 Lease Agreement Between Billings 401 Joint Venture and
First Interstate Bank of Commerce, Billings Office (formerly
known as First Interstate Bank of Billings, National
Association), and addendum thereto (incorporated by reference
to the Registrant's Form S-1 Registration Statement
No. 33-84540)
10.4 FIBM (formerly known as Security Banks of Montana)
Sublease to First Interstate Bank of Commerce, West Billings
Office (formerly known as Rimrock Bank) (incorporated by
reference to the Registrant's Form S-1 Registration Statement
No. 33-84540)
10.5 Savings and Profit Sharing Plan for Employees of FIBM, as
amended December 31, 1994 (incorporated by reference to the
Post-Effective Amendment No. 2 to the Registrant's Form S-1
Registration Statement No. 33-84540)
10.5.1 Amendment to the Saving and Profit Sharing Plan for
Employees of FIBM adopted September 21, 1995
10.5.2 First Amendment to Savings and Profit Sharing Plan for
Employees of FIBM
<PAGE>
EXHIBIT INDEX
(Continued)
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.5.3 Second Amendment to Savings and Profit Sharing Plan for
Employees of FIBM
10.5.4 Third Amendment to Savings and Profit Sharing Plan for
Employees of FIBM
10.5.5 Fourth Amendment to Savings and Profit Sharing Plan for
Employees of FIBM
10.6 Stock Option and Stock Appreciation Rights Plan of FIBM, as
amended (incorporated by reference to the Registrant's
Form S-1 Registration Statement No. 33-84540)
10.7 Stock Purchase Agreement dated May 24, 1996 between First
Interstate BancSystem of Montana, Inc. and Wells
Fargo & Company (incorporated by reference to Company's
Form 8-K dated October 1, 1996)
10.8 FIBM Shareholders' Agreements with Scott Family
(incorporated by reference to the Registrant's Form S-1
Registration Statement No. 33-84540)
10.8.1 Amendment to FIBM Shareholder's Agreement with Scott Family
dated September 7, 1995 (incorporated by reference to the
Post-Effective Amendment No. 2 to the Registrant's Form S-1
Registration Statement No. 33-84540)
10.9 Credit Agreement between Billings 401 Joint Venture and
Colorado National Bank dated as of September 26, 1995
(incorporated by reference to the Post-Effective
Amendment No. 2 to the Registrant's Form S-1 Registration
Statement No. 33-84540)
10.10 Stock Purchase Agreement among FIBM and all stockholders of
First Park County Bancshares, Inc. (incorporated by reference
to the Post-Effective Amendment No. 2 to the Registrant's
Form S-1 Registration Statement No. 33-84540)
10.11 Trademark License Agreement between Wells Fargo & Company
and First Interstate BancSystem of Montana, Inc.
21. Subsidiaries of FIBM
23.1 Consent of Crowley, Haughey, Hanson, Toole & Dietrich P.L.L.P.
23.2 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants
23.3 Consent of Alex Sheshunoff & Co. Investment Banking
99.1 Form of letters to offerees of the stock.
* Filed with this Amendment.
(b) The financial statement schedules required by Regulation S-X have
been included in the Registration Statement - Prospectus.
<PAGE>
[LETTERHEAD]
April 23, 1997
For the Trustees of the
First Interstate BancSystem of Montana, Inc.
401(k) and Profit Sharing Plan
c/o Mr. Richard C. Fellows
Senior Vice President, Trust Financial Services
First Interstate Bank of Commerce
P.O. Box 30918
Billings, Montana 59116-0918
Re: Fair market valuation of a minority block of the outstanding common stock
of First Interstate BancSystem of Montana, Inc., Billings, Montana as of
March 31, 1997
Dear Trustees:
Pursuant to your request, we are presenting to you our fair market valuation
of a minority block of the common stock of First Interstate BancSystem of
Montana, Inc., Billings, Montana (the "Company"). We previously valued the
shares as of December 31, 1996. We are a qualified appraiser within the
meaning of Internal Revenue Code Regulation 1.170A-13(c)(5).
Alex Sheshunoff & Co. Investment Banking renders valuation opinions of banks,
bank holding companies, thrifts and other financial institutions nationwide. As
part of our valuation business, we render opinions for tax purposes, estate
planning, employee stock ownership plans, private placements, buy/sell
agreements, initial public offerings, secondary offerings, dissenters' rights
proceedings, mergers and acquisitions including fairness opinions, and other
purposes. We are experts in the valuation of common stock of entities engaged
in the lines of business of the Company. The staff of Alex Sheshunoff & Co.
Investment Banking are qualified appraisers and exhibit such through our
extensive experience performing over 1,500 appraisals of banks and bank holding
companies over the past 5 years.
In preparing the valuation report, we reviewed information regarding the
Company's financial performance and condition for the three years ending
December 31, 1996 and the three months ending March 31, 1997. We received
from the Company projected income, asset growth, book value, and dividends
for the five fiscal years ending
EXHIBIT B
---------
<PAGE>
Trustees of the First Interstate BancSystem of Montana, Inc.
401(k) and Profit Sharing Plan
April 23, 1997
Page 2
December 31, 2001. We did not verify the accuracy of such information and
assumed it to be accurate in all material respects. We did not independently
value the assets and liabilities of the Company and have not been furnished with
appraisals. We also reviewed other publicly available information regarding the
market for bank and bank holding company common stock and economic conditions in
the Company's market area. We believe such publicly available information to be
accurate; however, we cannot guarantee the accuracy of such information.
We valued the shares at their "fair market value" as of the valuation date.
Fair market value is defined as the price at which the shares would change hands
between a willing buyer and a willing seller when the former is not under any
compulsion to buy and the latter is not under any compulsion to sell. Both
parties are assumed to be able and willing to trade and are well informed about
all relevant factors impacting the value of the shares and their market.
We considered the Company as a going-concern under its current business
strategy and did not value the shares based upon a liquidation or other
restructuring of the Company. We believe that the most useful valuation
approach under the fair market valuation method is to derive the value of
shares based upon the price of comparable transactions of institutions in the
same lines of business as the Company. However, because the market for the
Company's common stock is relatively illiquid, we have presented the value of
such shares utilizing the net present valuation method as well. We also
considered the appropriate adjustments to the shares as a result of the lack
of marketability of such shares and the terms of the Company's 401(k) and
Profit Sharing Plan (the "Plan").
In arriving at our opinion of the fair market value of the shares, we considered
the financial performance and condition of the Company and its subsidiary
including future earnings and dividend paying capacity, the economic outlook of
the trade area and the banking industry in general, previous sales of the
Company's stock, the size of the shares being valued, and the market price of
selected comparable banking institutions.
It is our opinion that as of March 31, 1997, the fair market value of the
minority block of the outstanding common stock was $86.00 per share. Our
valuation of the shares shall not be construed and is not intended to be a
recommendation with respect to the purchase or sale of the common stock of
the Company. Our valuation is solely our opinion of the fair market value of
the shares and may be materially different at any date other than the
valuation date indicated herein. The application of the valuation
EXHIBIT B
---------
<PAGE>
Trustees of the First Interstate BancSystem of Montana, Inc.
401(k) and Profit Sharing Plan
April 23, 1997
Page 3
methodologies utilized in arriving at our opinion is discussed in the
accompanying valuation report, which should be read in its entirety to fully
understand our conclusion.
Our valuation of the shares is provided for the use of the Trustees
pursuant to the Plan and for use by the Company in connection with its
proposed 1997 offering of common stock to certain officers, directors and
employees of the Company and to participants in the Plan. Without the
consent of Alex Sheshunoff & Co. Investment Banking, it may not be used for
any other purpose than that stated above and may not be quoted in whole or in
part, or otherwise referred to in any report or document, or furnished or
otherwise communicated to any other person without the consent of Alex
Sheshunoff & Co. Investment Banking. However, we do not object to one or
more participants being afforded the opportunity to review our valuation
letter and report upon their specific request to do so, provided they are
supplied with this letter and the entire report herein. We do not object to
the disclosure of this letter and report herein to any advisor, lender or
consultant or other individual or entity for use in connection with the
valuation requirements of the Plan. This letter and report herein shall not
be provided to the Internal Revenue Service unless the IRS specifically
requests the information. Please advise us in writing if such a request is
made.
Respectfully Submitted,
/s/ Gerard A. Feil
ALEX SHESHUNOFF & CO.
INVESTMENT BANKING
EXHIBIT B
---------
