-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SKjdGjpHvXUGumhbt6SiKv7skqQTcGTAN3jV7IXbc7r2FBbUStgm2tK+FoSWHaNu 92VN1lXoi8IYB66ss4Wd0w== 0000912057-95-011077.txt : 19951214 0000912057-95-011077.hdr.sgml : 19951214 ACCESSION NUMBER: 0000912057-95-011077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951213 ITEM INFORMATION: Other events FILED AS OF DATE: 19951213 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANK SYSTEM INC CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06880 FILM NUMBER: 95601373 BUSINESS ADDRESS: STREET 1: FIRST BANK PL STREET 2: 601 SECOND AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 8-K 1 FORM 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 __________________ Date of Report (Date of earliest event reported): December 13, 1995 __________________ FIRST BANK SYSTEM, INC. (Exact name of registrant as specified in its charter) Delaware 1-6880 41-0255900 --------- ------ ---------- (State of Incorporation) (Commission (I.R.S. Employer File Number) Identification No.) 601 Second Avenue South, Minneapolis, Minnesota 55402 ----------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (612) 973-1111 ITEM 5. OTHER EVENTS. As described herein, First Bank System, Inc. ("FBS") has had a continuing, publicly announced stock repurchase program throughout 1993, 1994 and 1995. As publicly reported in its Annual Reports on Form 10-K for the years ended December 31, 1993 and December 31, 1994, FBS repurchased 6.2 and 6.3 million shares in 1993 and 1994, respectively. In addition, FBS announced on January 19, 1995 and February 15, 1995 that it intended to repurchase 2 million and 14 million of the shares of its common stock ("FBS Common Stock") respectively, by the end of 1996. These programs were subsequently described in FBS's Quarterly Reports on Form 10-Q for the first and second quarters of 1995 and in its press releases announcing first and second quarter financial results. More recently, on October 10, 1995, FBS further announced that it had repurchased 4.3 million shares in the third quarter of 1995 pursuant to its repurchase programs and special repurchases in connection with the proposed acquisition of FirsTier Financial, Inc. ("FirsTier"). FBS further announced that it expected to repurchase up to an aggregate of 24.3 million shares during 1995 and 1996 as a result of these previously announced repurchase programs. FBS reconfirmed its intention to continue such stock repurchases at the November 6, 1995 analysts' meeting in connection with the announcement of the merger (the "Merger") of FBS and First Interstate Bancorp ("First Interstate"), and in the November 6, 1995 joint press release announcing the Merger, which was also filed as an exhibit to FBS's Current Report on Form 8-K filed on November 13, 1995. FBS's Quarterly Report on Form 10-Q filed on November 13, 1995 and FBS's registration statement on Form S-4 filed on November 20, 1995 with respect to the Merger each also contains references to such intended repurchases. As publicly reported in FBS's 1995 Quarterly Reports on Form 10-Q, FBS repurchased 1,040,475, 2,644,410 and 4,306,620 shares of FBS Common Stock in the first, second and third quarters of 1995, respectively. Continuing this pattern, FBS expects to repurchase up to approximately 4 million shares in the fourth quarter of 1995, 3,507,411 of which have been repurchased as of December 12, 1995. FBS believes that its active share repurchase programs provide an effective long-term means of implementing FBS's capital management goal of returning to its stockholders excess capital that may result from future earnings. Repurchase are assumed in the forecasted results describing the Merger. FBS will not, however, purchase treasury shares under its existing authorizations within 90 days of consummation of the Merger. The following table sets forth the repurchases by FBS of shares of FBS Common Stock during 1995, through December 12, 1995. Transactions indicated by an asterisk (*) were unsolicited private transactions. All other transactions were ordinary brokerage transactions effected on a national securities exchange. (continued...)
Date/Period of Transaction Number of Shares - -------------- ---------------- January 3, 1995 0 January 4, 1995 0 January 5, 1995 0 January 6, 1995 0 January 9, 1995 0 January 10, 1995 0 January 11, 1995 0 January 12, 1995 0 January 13, 1995 0 January 16, 1995 0 January 17, 1995 0 January 18, 1995 0 January 19, 1995 0 January 20, 1995 0 January 23, 1995 0 January 24, 1995 0 January 25, 1995 0 January 26, 1995 0 January 27, 1995 0 January 30, 1995 0 January 31, 1995 0 February 1, 1995 0 February 2, 1995 0 February 3, 1995 0 February 6, 1995 0 February 7, 1995 8,245* February 7, 1995 991,755* February 8, 1995 0 February 9, 1995 0 February 10, 1995 0 February 13, 1995 0 February 14, 1995 0 February 15, 1995 0 February 16, 1995 0 February 17, 1995 0 February 21, 1995 0 February 22, 1995 0 February 23, 1995 0 February 24, 1995 0 February 27, 1995 1,083* February 28, 1995 0 March 1, 1995 0 March 2, 1995 0 March 3, 1995 11,329* March 6, 1995 0 March 7, 1995 0 March 8, 1995 0 March 9, 1995 0 March 10, 1995 0 March 13, 1995 10,581*
(...continued)
Date/Period of Transaction Number of Shares - -------------- ---------------- March 14, 1995 0 March 15, 1995 0 March 16, 1995 0 March 17, 1995 0 March 20, 1995 0 March 21, 1995 3,196* March 22, 1995 0 March 23, 1995 0 March 24, 1995 0 March 27, 1995 0 March 28, 1995 0 March 29, 1995 0 March 30, 1995 0 March 31, 1995 0 - ----------------------------------------------------------------- 1st quarter total: 1,026,189 April 3, 1995 0 April 4, 1995 0 April 5, 1995 0 April 6, 1995 0 April 7, 1995 0 April 10, 1995 0 April 11, 1995 0 April 12, 1995 0 April 13, 1995 0 April 14, 1995 0 April 17, 1995 25,200 April 17, 1995 12,983* April 18, 1995 20,000 April 19, 1995 15,000 April 20, 1995 0 April 21, 1995 0 April 24, 1995 0 April 25, 1995 0 April 26, 1995 10,000 April 27, 1995 0 April 28, 1995 0 May 1, 1995 65,000 May 2, 1995 100,000 May 3, 1995 50,000 May 3, 1995 696,856* May 3, 1995 303,144* May 4, 1995 0 May 5, 1995 0 May 8, 1995 0 May 9, 1995 0 May 10, 1995 0 May 11, 1995 0 May 12, 1995 0 May 15, 1995 0 May 16, 1995 0
(continued...)
Date/Period of Transaction Number of Shares - -------------- ---------------- May 17, 1995 0 May 18, 1995 0 May 19, 1995 0 May 22, 1995 0 May 23, 1995 0 May 24, 1995 0 May 25, 1995 1,000,000* May 26, 1995 0 May 29, 1995 0 May 30, 1995 0 May 31, 1995 0 June 1, 1995 0 June 2, 1995 2,068* June 5, 1995 0 June 6, 1995 187,032* June 7, 1995 0 June 8, 1995 16,827* June 9, 1995 0 June 12, 1995 0 June 13, 1995 0 June 14, 1995 0 June 15, 1995 0 June 16, 1995 0 June 19, 1995 0 June 20, 1995 0 June 21, 1995 0 June 22, 1995 0 June 23, 1995 0 June 26, 1995 0 June 27, 1995 0 June 28, 1995 0 June 29, 1995 100,000 June 30, 1995 40,300 - ----------------------------------------------------------------- 2nd quarter total: 2,644,410 July 3, 1995 0 July 4, 1995 0 July 5, 1995 85,000 July 6, 1995 335,000 July 7, 1995 100,000 July 10, 1995 160,700 July 11, 1995 0 July 12, 1995 0 July 13, 1995 0 July 14, 1995 0 July 17, 1995 0 July 18, 1995 0 July 19, 1995 0 July 20, 1995 0 July 21, 1995 0
(...continued)
Date/Period of Transaction Number of Shares - -------------- ---------------- July 24, 1995 0 July 25, 1995 0 July 26, 1995 0 July 27, 1995 0 July 28, 1995 0 July 31, 1995 0 August 1, 1995 0 August 2, 1995 0 August 3, 1995 0 August 4, 1995 0 August 7, 1995 0 August 8, 1995 3,000* August 9, 1995 58,500 August 10, 1995 65,000 August 11, 1995 25,000 August 14, 1995 351,500 August 15, 1995 25,000 August 16, 1995 0 August 17, 1995 501,900 August 18, 1995 0 August 21, 1995 0 August 22, 1995 35,000 August 23, 1995 0 August 24, 1995 67,000 August 25, 1995 0 August 28, 1995 0 August 29, 1995 200,000 August 30, 1995 143,200 August 30, 1995 37,766* August 31, 1995 0 September 1, 1995 0 September 4, 1995 0 September 5, 1995 0 September 6, 1995 0 September 7, 1995 100,000 September 8, 1995 0 September 11, 1995 40,500 September 12, 1995 0 September 13, 1995 0 September 14, 1995 60,000 September 14, 1995 1,000,000* September 15, 1995 0 September 18, 1995 0 September 19, 1995 150,000* September 20, 1995 0 September 21, 1995 0 September 22, 1995 250,000 September 25, 1995 84,600 September 26, 1995 0 September 27, 1995 299,000 September 27, 1995 128,954*
(continued...)
Date/Period of Transaction Number of Shares - -------------- ---------------- September 28, 1995 0 September 29, 1995 0 - ----------------------------------------------------------------- 3rd quarter total: 4,306,620 October 2, 1995 0 October 3, 1995 0 October 4, 1995 0 October 5, 1995 0 October 6, 1995 0 October 9, 1995 0 October 10, 1995 0 October 11, 1995 0 October 12, 1995 0 October 13, 1995 0 October 16, 1995 0 October 17, 1995 0 October 18, 1995 13,011* October 19, 1995 0 October 20, 1995 0 October 23, 1995 0 October 24, 1995 0 October 25, 1995 0 October 26, 1995 0 October 27, 1995 0 October 30, 1995 0 October 31, 1995 0 November 1, 1995 0 November 2, 1995 0 November 3, 1995 0 November 6, 1995 0 November 7, 1995 900,100 November 8, 1995 334,000 November 9, 1995 461,100 November 10, 1995 324,000 November 13, 1995 0 November 14, 1995 256,100 November 15, 1995 187,600 November 16, 1995 175,000 November 17, 1995 102,500 November 20, 1995 0 November 21, 1995 0 November 22, 1995 75,000 November 23, 1995 0 November 24, 1995 10,000 November 27, 1995 55,000 November 28, 1995 50,000 November 29, 1995 0 November 30, 1995 74,000 December 1, 1995 45,000 December 4, 1995 0 December 5, 1995 95,000 December 6, 1995 140,000 December 7, 1995 60,000 December 8, 1995 55,000 December 11, 1995 20,000 December 12, 1995 75,000 - ----------------------------------------------------------------- 4th quarter to date: 3,507,411
Wells Fargo & Co. ("Wells") has asserted that the value of the FBS Common Stock to be received by shareholders of First Interstate pursuant to the Merger is overstated because of the FBS stock repurchases. The information contained herein proves that the FBS stock repurchases are not a clandestine, recently conceived, merger-related tactic, as Wells would have First Interstate shareholders believe. In fact, FBS has conducted all of its share repurchases in a manner calculated to avoid any issue of stock manipulation. In making all of its share repurchases, FBS strictly adheres to the antimanipulation rules of the Securities and Exchange Commission (the "SEC"), one of which provides a safe harbor against any claim of stock manipulation if the purchases are limited in terms of timing, manner of execution and other factors. In accordance with these rules, FBS does not make purchases at the opening of any trading day or in the last 30 minutes of trading, does not make any purchases on an "uptick," uses only one broker for such purchases, and its purchases (excluding block purchases) do not constitute more than one-quarter of the daily volume. Another of these rules limits the time periods during which the repurchases must be made and expressly prohibits repurchases during the pendency of merger proxy solicitations. In imposing these cooling-off limitations, the rules expressly contemplate that an issuer engaged concurrently in share repurchases and stock-for-stock mergers will be required to concentrate its share repurchases to a limited number of trading days, during which repurchase volumes often will be higher than they otherwise would be if the cooling-off limitations did not apply. These rules were adopted by the SEC expressly to ensure that the type of manipulation Wells has accused FBS of conducting cannot occur. Even if assertions made by Wells about the market effect of the FBS stock repurchases were true (and they are not), any such effects would necessarily have dissipated by the time First Interstate shareholders must determine whether to approve the Merger or to accept the Wells proposal to acquire First Interstate. As a result of the application of the SEC rules to the FirsTier merger and two other acquisitions by FBS, FBS was not permitted to engage in share repurchases during a significant portion of the first three quarters of 1995. Moreover, becasue of these rules, FBS was unable to make repurchases during most of October and expects to be prohibited from making repurchases for a portion of December, 1995 and January, 1996 during the solicitation period for the FirsTier merger and will not be permitted to repurchase shares for a period of at least one month prior to the meeting of First Interstate shareholders with respect to the FBS/First Interstate merger. FBS also did not engage in repurchases during the first week of November because of the events leading to the execution of the merger agreement with First Interstate on November 6. For independent business and accounting reasons relating to the FirstTier acquisition, FBS has decided to repurchase shares of FBS Common Stock, as publicly announced. Prior to entering into the merger agreement with First Interstate, FBS had planned to repurchase approximately 3,675,000 shares during the fourth quarter of 1995, representing a reduction from the original target of 3,975,000 shares corresponding to greater than targeted repurchases in the third quarter. However, upon entering into the First Interstate merger agreement, the fourth quarter target was increased to 4,500,000 shares to take into account the fact that new cooling-off periods associated with the First Interstate merger would further restrict the number of trading days in 1996 which would be available for FBS's previously planned share repurchases. (...continued) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 13, 1995 FIRST BANK SYSTEM, INC. By: /s/ David J. Parrin ------------------------- David J. Parrin Senior Vice President and Controller -----END PRIVACY-ENHANCED MESSAGE-----