-----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, WmxrIySwc1M4EzB9zSm963yE/Pr8hsGy20hX00ezOm+AgJifL7aDoqx5JhEgtUgZ TFAHKXuenyzHB5QKBMmiew== 0000912057-96-007463.txt : 19960514 0000912057-96-007463.hdr.sgml : 19960514 ACCESSION NUMBER: 0000912057-96-007463 CONFORMED SUBMISSION TYPE: S-3D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960430 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANK SYSTEM INC CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3D SEC ACT: 1933 Act SEC FILE NUMBER: 333-02983 FILM NUMBER: 96553554 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 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on April 30, 1996 Registration No. 33- ------------------- - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------ FIRST BANK SYSTEM, INC. (Exact name of registrant as specified in its charter) Delaware 41-0255900 (State or other jurisdiction (I.R.S Employer of incorporation or organization) Identification No.) First Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4302 (612) 973-1111 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Lee R. Mitau Copy to: First Bank System, Inc. Patrick F. Courtemanche First Bank Place Dorsey & Whitney LLP 601 Second Avenue South 220 South Sixth Street Minneapolis, Minnesota 55402-4302 Minneapolis, Minnesota 55402 (612) 973-1111 (612) 340-5653 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------ Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. ------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. /X/ ------------ 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, other than securities offered only in connection with dividend or interest reinvestment plans, 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
- - ------------------------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------------------------ Proposed Proposed Title of Each Amount Maximum Maximum Amount of Class of Securities to be Offering Price Aggregate Registration to be Registered Registered Per Share* Offering Price Fee ---------------- ---------- ---------- -------------- --- Common Stock ($1.25 par value) 1,000,000 shares $60.063 $60,063,000 $20,711.38 - - ------------------------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------------------------
* Estimated solely for purposes of computing the registration fee and based upon the average of the high and low sales prices for such Common Stock on April 24, 1996, as reported on the New York Stock Exchange. ------------ Pursuant to Rule 429 under the Securities Act of 1933, as amended, this Registration Statement also constitutes Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-3 (File No. 33-33508) relating to 2,500,000 shares of the registrant's Common Stock, and the Prospectus included herein is a combined prospectus which also relates to Registration Statement No. 33-33508. A total of 50,000 shares of the registrant's Common Stock are being carried forward, and a filing fee of $175 was previously paid with respect to such shares upon filing Registration Statement No. 33-33508. - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- PROSPECTUS [LOGO] FIRST BANK SYSTEM, INC. AUTOMATIC DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN The Automatic Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") of First Bank System, Inc. ("FBS") provides certain holders of record of shares of common stock, $1.25 par value, of FBS ("FBS Common Stock") with a simple and convenient method of investing cash dividends and optional cash payments in additional shares of FBS Common Stock without payment of any brokerage commission or service charge. The price of shares of FBS Common Stock purchased with automatically reinvested dividends or with optional cash payments will be 100% of the average price (as described in Paragraph 11 below). In addition, brokers and nominees may reinvest dividends on behalf of beneficial owners by means of the Broker and Nominee Authorization Form described below. Those holders of FBS Common Stock who do not participate in the Plan will receive cash dividends, as declared, in the usual manner. A Participant in the Plan may obtain additional shares of FBS Common Stock by: -- reinvesting dividends on all shares registered in the name of the Participant; -- reinvesting dividends on part of the shares registered in the name of the Participant (while continuing to receive cash dividends on his or her remaining shares); or -- making optional cash payments of not less than $25 per month up to a total of $5,000 per calendar quarter, whether or not dividends on shares registered in the name of the Participant are being reinvested. This Prospectus relates to 1,050,000 shares of FBS Common Stock registered for sale under the Plan. Participants should retain this Prospectus for future reference. ------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE NOR HAS THE COMMISSION OR ANY STATE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------- The date of this Prospectus is April 30, 1996. The principal executive office of FBS is located at 601 Second Avenue South, Minneapolis, Minnesota 55402 and its telephone number is (612) 973-1111. The mailing address of FBS is P.O. Box 522, Minneapolis, Minnesota 55480. AVAILABLE INFORMATION FBS is subject to the informational requirements of the Securities Exchange Act of 1934 and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by FBS can be inspected and copied at the public reference facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's Regional Offices at Seven World Trade Center, New York, New York 10007; and 500 West Madison, 14th Floor, Chicago, Illinois 60661. Copies of such materials can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, FBS Common Stock is listed on the New York Stock Exchange and reports, proxy statements and other information concerning FBS can also be inspected at the offices of such Exchange, 20 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of FBS filed with the Commission are hereby incorporated by reference in this Prospectus: (a) The annual report on Form 10-K for the fiscal year ended December 31, 1995. (b) The current reports on Form 8-K filed January 9, 1996, filed January 19, 1996 and filed January 29, 1996. (c) The description of FBS Common Stock contained in Item 1 of FBS's registration statement on Form 8-A dated March 19, 1984, as amended in its entirety by that Form 8 Amendment dated February 26, 1993, and that Form 8-A/A-2 dated October 6, 1994, and any amendment or reports filed for the purpose of updating such description filed subsequent to the date of this Prospectus and prior to the termination of the offering of FBS Common Stock; and the description of the rights to purchase preferred stock contained in Item 1 of the Registration Statement on Form 8-A dated December 21, 1988, as amended by that Form 8 Amendment dated June 11, 1990, and as amended in its entirety by that Form 8 Amendment dated February 26, 1993, and as further amended by that Form 8-A/A-3 filed November 16, 1995, and any amendment or report filed for the purpose of updating such description filed subsequent to the date of this Prospectus and prior to the termination of the offering described herein. All documents filed by FBS pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Prospectus and prior to the termination of the offering of the FBS Common Stock shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document all or part of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein 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. 2 FBS will provide, without charge to any person to whom this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than certain exhibits to such documents). Requests for such copies should be directed to Investor Relations Department, First Bank System, Inc., P.O. Box 522, Minneapolis, Minnesota 55480, telephone number (612) 973-2263. THE PLAN - - -------------------------------------------------------------------------------- The Plan was adopted by the Board of Directors of FBS on September 20, 1972. Certain amendments were made to the Plan on August 15, 1984, January 20, 1988, March 8, 1990, February 17, 1993 and April 17, 1996. The text of the Plan is as follows: PURPOSE - - -------------------------------------------------------------------------------- 1. WHAT IS THE PURPOSE OF THE PLAN? The Plan provides eligible holders of record of FBS Common Stock with a simple and convenient way to invest cash dividends and optional cash payments in additional shares of FBS Common Stock, without payment of any brokerage commission or service charge. To the extent such shares are purchased from FBS, FBS will receive additional funds for general corporate purposes, including investments in, or extensions of credit to, its banking or nonbanking subsidiaries. The Plan offers eligible stockholders an opportunity to invest conveniently for long-term growth. The Plan is not intended to provide holders of FBS Common Stock with a mechanism for generating assured short-term profits through rapid turnover of shares. FBS accordingly reserves the right to modify, suspend or terminate participation by certain eligible holders in the Plan in order to eliminate such practices. ADVANTAGES - - -------------------------------------------------------------------------------- 2. WHAT ARE THE ADVANTAGES OF THE PLAN? An eligible stockholder of record who wishes to participate in the Plan (a "Participant") may (a) have cash dividends on all shares registered in the name of such Participant automatically reinvested in FBS Common Stock or (b) have cash dividends on part of such shares automatically reinvested or (c) whether or not he or she has elected to have dividends on any such shares automatically reinvested, invest in additional shares of FBS Common Stock by making optional cash purchases of not less than $25 per month up to a maximum of $5,000 per calendar quarter. No commission or service charge is paid by a Participant in connection with purchases under the Plan. Full investment of funds is possible under the Plan because fractions of shares, as well as whole shares, will be credited to a Participant's account. Dividends with respect to such fractions of shares, as well as whole shares, will be reinvested in additional shares and such shares credited to a Participant's account. A Participant can avoid the need for safekeeping of certificates for shares credited to his or her account under the Plan through the free custodial service described in paragraph 19 below. Regular statements of account will provide simplified recordkeeping. ADMINISTRATION - - -------------------------------------------------------------------------------- 3. WHO ADMINISTERS THE PLAN? First Chicago Trust Company of New York ("FCT"), as Plan Administrator, administers the Plan, keeps records, sends statements of account to Participants and performs other duties relating to the 3 Plan. Shares of FBS Common Stock purchased under the Plan ("Plan Shares") will be registered in the name of FCT (or its nominee), as agent for each Participant in the Plan, and will be credited to the accounts of the respective Participants. As record holder of the Plan Shares held in Participants' accounts under the Plan, FCT will receive dividends on all Plan Shares held on the dividend record date, will credit such dividends to Participants' accounts on the basis of full and fractional shares held in these accounts, and will automatically reinvest such dividends in additional shares of FBS Common Stock. PARTICIPATION - - -------------------------------------------------------------------------------- 4. WHO IS ELIGIBLE TO PARTICIPATE? All stockholders of record of FBS Common Stock are eligible to participate in the Plan. FBS reserves the right to decline to make the Plan available to any stockholder whose address of record is outside the United States. If FBS Common Stock is currently registered in a stockholder's own name, the stockholder may participate directly in the Plan. A beneficial owner whose shares are registered in a name other than his or her own (for example, in the name of a broker or bank nominee) must either become a stockholder of record by having such shares transferred into his or her own name or make arrangements with his or her broker or bank to participate on his or her behalf. FBS has made arrangements with FCT to facilitate reinvestment of dividends under the Plan by record holders such as brokers and bank nominees, on a per-dividend basis, on behalf of beneficial owners. 5. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE? Any eligible holder of FBS Common Stock may join the Plan by completing and signing the Enrollment Authorization Form accompanying this Prospectus and returning it to FCT. A postage-paid envelope is provided for this purpose. Additional Enrollment Authorization Forms may be obtained at any time by written request to FCT at the address given in paragraph 32 below. A broker or nominee may participate in the Plan on behalf of beneficial owners by signing and returning either the Enrollment Authorization Form or the Broker and Nominee Authorization Form (the "B & N Form"). 6. WHEN MAY AN ELIGIBLE STOCKHOLDER JOIN THE PLAN? An eligible holder of FBS Common Stock may join the Plan at any time. Once in the Plan, such stockholder will remain a Participant until such stockholder discontinues participation. If an Enrollment Authorization Form requesting reinvestment of dividends is received by FCT on or before the record date established for a particular dividend, reinvestment will commence with that dividend. The record date is usually set within a week of the first day of the last month of the quarter, but will vary from quarter to quarter. Dividend payment dates usually occur in the months of March, June, September and December. The payment dates are usually set for the middle of the month, but the actual payment date will vary from quarter to quarter. If an Enrollment Authorization Form is received from a stockholder after the record date established for a particular dividend, the reinvestment of dividends will begin on the dividend payment date following the next record date if such stockholder is still a holder of record. (See paragraphs 13 through 16 for information concerning optional cash payments.) 4 7. WHAT DO THE ENROLLMENT AUTHORIZATION FORM AND THE B & N FORM PROVIDE? The Enrollment Authorization Form provides for the purchase of additional shares of FBS Common Stock through the following investment options: If "Full Dividend Reinvestment" is elected, the Enrollment Authorization Form directs FCT to apply all the cash dividends on all the shares then or subsequently registered in a Participant's name, together with any optional cash payments, toward the purchase of additional FBS Common Stock. If "Partial Dividend Reinvestment" is elected, FCT will apply all the cash dividends on only the number of shares that are specified on the Enrollment Authorization Form, together with any optional cash payments, toward the purchase of additional FBS Common Stock. If "Optional Cash Payments Only" is elected, the Participant will continue to receive cash dividends on shares registered in his or her name in the usual manner, and FCT will apply such optional cash payments received toward the purchase of additional FBS Common Stock. The Enrollment Authorization Form further directs FCT to reinvest automatically any subsequent dividends on Plan Shares held in the Participant's Plan account. Under the Plan, dividends will be reinvested on a cumulative basis on the shares designated on the Enrollment Authorization Form and on all Plan Shares held in the Plan account, until a Participant specifies otherwise or withdraws from the Plan altogether, or until the Plan is terminated. The B & N Form (for brokers and nominees) provides a means whereby a broker or nominee may inform FCT each time FBS declares a cash dividend of the names of participating beneficial owners and specify as to each beneficial owner the number of shares of FBS Common Stock with respect to which the dividend is to be reinvested. The B & N Form, therefore, unlike the Enrollment Authorization Form, contemplates new instructions to FCT each time a dividend is declared. FCT, on the dividend payment date, will reinvest the dividend payable with respect to the number of shares specified in the instructions provided by the broker or nominee for each identified beneficial owner in as many whole shares of FBS Common Stock as can be purchased in accordance with the Plan. As soon as practicable following the dividend payment date, FCT will transmit to the broker or nominee information with respect to each beneficial owner for whom the broker or nominee has requested dividend reinvestment showing as to each such beneficial owner: (a) the number of shares specified for reinvestment of the dividend, (b) the total dividend paid with respect to such shares, (c) the number of whole shares purchased, (d) the total cost of the shares purchased, (e) the amount of the total dividend not reinvested, (f) the aggregate fair market value of the shares purchased and (g) the total dividend reportable for federal income tax purposes. Accompanying such information will be a share certificate, registered in the name of the broker or nominee, for the total number of shares purchased for each of such beneficial owners, and a check for the aggregate amount of the dividend not reinvested for such beneficial owners. The B & N Form and appropriate instructions must be received by FCT not later than the THIRD business day following the record date for such dividend or no dividends will be reinvested based on such B & N Form. 8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN? A Participant may change an investment option by requesting a new Enrollment Authorization Form and returning it to FCT at the address given in paragraph 32. 5 PURCHASES - - -------------------------------------------------------------------------------- 9. WHAT IS THE SOURCE OF FBS COMMON STOCK PURCHASED UNDER THE PLAN? Plan Shares will be purchased, at FBS's discretion, either directly from FBS or on the open market, or by combination of the foregoing. Shares purchased from FBS will be either authorized but unissued shares or shares held in the treasury of FBS. 10. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN? Purchases made directly from FBS will be made on the relevant Investment Date (as defined in the next paragraph). Purchases on the open market will begin on the Investment Date and will be completed no later than 30 days from such date except where completion at a later date is necessary or advisable under any applicable federal securities laws. Such purchases may be made on any securities exchange where such shares are traded, in the over-the-counter market or by negotiated transactions and may be subject to such terms with respect to price, delivery and other terms as FCT may agree to. Neither FBS nor any Participant shall have any authority or power to direct the time or price at which shares may be purchased, or the selection of the broker or dealer through or from whom purchases are to be made. Participants become owners of shares purchased under the Plan as of the date of purchase. The Investment Date in any month in which a dividend is paid is the dividend payment date and in any other month will be the 12th day of such month. If, however, the Investment Date falls on a date when the New York Stock Exchange is closed, the first succeeding day on which the New York Stock Exchange is open will be the Investment Date. 11. WHAT WILL BE THE PRICE TO THE PARTICIPANT OF SHARES PURCHASED UNDER THE PLAN? The price to the Participant of shares purchased under the Plan with reinvested dividends or with optional cash payments will be 100% of the average price. In the case of purchases from FBS of authorized but unissued or treasury shares of FBS Common Stock, the average price is determined by averaging the high and low sales prices of FBS Common Stock as reported on the New York Stock Exchange-Composite Transactions on the relevant Investment Date. If no trading in FBS Common Stock occurs on the New York Stock Exchange on the relevant Investment Date, the purchase price per share will be determined by averaging the high and low sales prices per share on the trading day immediately preceding the Investment Date and the trading day immediately following the Investment Date. In the case of purchases of FBS Common Stock on the open market, the average price will be the weighted average purchase price of shares purchased for the relevant Investment Date. 12. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A PARTICIPANT BE DETERMINED? A Participant's account in the Plan will be credited with that number of shares, including fractions computed to three decimal places, equal to the total dollar amount to be invested by such Participant divided by the purchase price per share. OPTIONAL CASH PAYMENTS - - -------------------------------------------------------------------------------- 13. HOW DOES THE OPTIONAL CASH PAYMENT FEATURE OF THE PLAN WORK? All eligible stockholders of record (except for brokers and nominees) who have submitted a signed Enrollment Authorization Form are eligible to make optional cash payments at any time. FCT will apply any optional cash payment received from a Participant before an Investment Date to the purchase of 6 FBS Common Stock for the account of the Participant on such Investment Date if such FBS Common Stock is purchased from FBS and as soon as practicable (as explained in paragraph 10 above) after such Investment Date if such FBS Common Stock is purchased on the open market. Brokers or nominees participating on behalf of beneficial owners cannot utilize the optional cash payment provision of the Plan. Therefore, if shares of FBS Common Stock are held by a broker or nominee and the owner of such shares wishes to participate in the optional cash payment feature of the Plan, such owner must become a stockholder of record by having all or a part of such shares transferred to such owner's name. 14. HOW MAY OPTIONAL CASH PAYMENTS BE MADE? An initial optional cash payment may be made by a Participant when joining the Plan by enclosing a check or money order, payable to "First Chicago Trust Company--First Bank System" with the Enrollment Authorization Form. Thereafter, optional cash payments may be made by use of a cash payment form which will be attached to each Participant's statement of account. 15. WHAT ARE THE LIMITATIONS ON THE AMOUNT OF OPTIONAL CASH PAYMENTS? The same amount of optional cash payment need not be made each month and there is no obligation to make an optional cash payment in any month. No optional cash payment by a Participant shall be in an amount less than $25 per month nor may optional cash payments total more than $5,000 per calendar quarter. A calendar quarter is the three-month period ending on the last day of March, June, September or December in any year. 16. MAY OPTIONAL CASH PAYMENTS BE RETURNED TO A PARTICIPANT? Optional cash payments received by FCT will be returned to a Participant upon written request by such Participant received at least two business days prior to the Investment Date. COSTS - - -------------------------------------------------------------------------------- 17. WHAT ARE THE COSTS TO A PARTICIPANT IN THE PLAN? A Participant will incur no brokerage commissions or service charges for purchases made under the Plan. Any brokerage commission, service fee or transfer tax in connection with a sale by FCT of all or a part of the shares held for a Participant under the Plan will be charged to such Participant. See paragraph 27 below for additional information. All costs of administration of the Plan and brokerage commissions or service charges incurred in connection with the purchase of the shares will be paid by FBS. REPORTS TO PARTICIPANTS - - -------------------------------------------------------------------------------- 18. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS? As soon as practicable after each purchase of shares on behalf of a Participant, such Participant will receive a statement of account. These statements are a record of the cost of purchase of shares under the Plan and should be retained for tax purposes. In addition, each Participant will receive, from time to time, copies of all communications sent to stockholders. Each Participant will receive annually Internal Revenue Service information (on Form 1099-DIV) for reporting dividend income received. 7 CERTIFICATES FOR SHARES - - -------------------------------------------------------------------------------- 19. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED? Plan Shares will be held by FCT in the name of FCT or its nominee. This service protects against the loss, theft or destruction of the stock certificates evidencing Plan Shares. However, certificates will be issued to any Participant upon specific written or telephone request. The number of shares purchased for a Participant's account under the Plan will be shown on such Participant's statement of account. Each account under the Plan will be maintained in the name in which certificates of the Participant were registered at the time such Participant entered the Plan. If the Participant wants to change the name in which the account is maintained, the Participant must so indicate in a written request and comply with any applicable transfer requirements. A Participant who wishes to pledge shares credited to such Participant's Plan account must first withdraw such shares from the account. Certificates for shares purchased with dividends reinvested pursuant to instructions received on B & N Forms will be delivered to the holder of record, as described in paragraph 7 above. WITHDRAWAL OF SHARES FROM PLAN ACCOUNTS - - -------------------------------------------------------------------------------- 20. HOW AND WHEN MAY SHARES BE WITHDRAWN FROM THE PLAN? Plan Shares credited to a Participant's Plan account may be withdrawn by a Participant by notifying FCT in writing or by telephone specifying the number of whole shares to be withdrawn. Certificates for whole shares of FBS Common Stock so withdrawn will be issued to and registered in the name of the Participant. In no case will certificates for fractional shares be issued. 21. WILL DIVIDENDS ON SHARES WITHDRAWN FROM THE PLAN CONTINUE TO BE REINVESTED? If the Participant has authorized "Full Dividend Reinvestment," cash dividends with respect to shares withdrawn from a Participant's Plan account will continue to be reinvested. If, however, cash dividends with respect to only part of the shares registered in a Participant's name are being reinvested, FCT will continue to reinvest dividends on only the number of shares specified by the Participant on the Enrollment Authorization Form unless a new Enrollment Authorization Form specifying a different number of shares is delivered. In the case of either full or partial reinvestment, dividends on any whole or fractional shares remaining in the Participant's Plan account will also continue to be reinvested. SALE OR TRANSFER OF SHARES - - -------------------------------------------------------------------------------- 22. WILL DIVIDENDS CONTINUE TO BE REINVESTED IF THE PARTICIPANT SELLS OR TRANSFERS SHARES OF FBS COMMON STOCK REGISTERED IN HIS OR HER NAME? If a Participant sells or transfers some or all of the shares of FBS Common Stock registered in his or her name, FCT will only reinvest dividends on the shares which continue to be registered in the Participant's name up to the number of shares authorized plus the Plan Shares held for his or her Plan account until a written or telephone request for withdrawal from the Plan is received from the Participant. TERMINATION OF PARTICIPATION - - -------------------------------------------------------------------------------- 23. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN? A Participant may terminate participation in the Plan any time by notice in writing or by telephone instructions to FCT as indicated in paragraph 32. As soon as practicable following termination, FCT will 8 send the Participant a certificate for the whole shares in the Participant's Plan account. If the Participant so requests, FCT will sell all or a portion of such shares and remit the proceeds, less any related brokerage commission, a service fee and any other costs of sale. If the request to terminate is received by FCT on or after the record date for a dividend payment, FCT, in its sole discretion, may either pay any such dividend in cash or reinvest it in FBS Common Stock on behalf of the terminating Participant. If such dividend is reinvested, FCT may sell the shares purchased and remit the proceeds to the Participant less any related brokerage commission, any service fee and any other costs of sale. Any optional cash payments which had been sent to FCT prior to the request to terminate will also be invested unless return of the amount is expressly requested in the request for termination and such request is received at least two business days prior to the relevant Investment Date. The request for termination will then be processed as promptly as possible following the Investment Date. In every case of termination, the Participant's interest in a fractional share will be paid in cash based on the then current market price of FBS Common Stock, less any related brokerage commission, a service fee and any other costs of sale. FCT, at its discretion, may terminate any Plan account which contains only a fraction of a share by paying the account holder the dollar value of such fractional share. After termination, dividends will be paid to the stockholder in cash unless and until the stockholder rejoins the Plan, which he or she may do at any time by requesting an Enrollment Authorization Form from FCT. RIGHTS OFFERING; STOCK DIVIDENDS OR STOCK SPLITS - - -------------------------------------------------------------------------------- 24. IF FBS HAS A RIGHTS OFFERING, HOW WILL THE RIGHTS ON PLAN SHARES BE HANDLED? Participation in any rights offering will be based upon both shares of FBS Common Stock registered in a Participant's name and any whole Plan Shares credited to such Participant's Plan account. 25. WHAT HAPPENS IF FBS ISSUES A DIVIDEND PAYABLE IN STOCK OR DECLARES A STOCK SPLIT? Any stock dividends or split shares payable in FBS Common Stock on Plan Shares will be credited pro rata to each Participant's Plan account. VOTING RIGHTS - - -------------------------------------------------------------------------------- 26. HOW WILL FCT VOTE SHARES CREDITED TO A PARTICIPANT'S ACCOUNT IN THE PLAN AT STOCKHOLDERS' MEETINGS? For each meeting of stockholders, a Participant will receive proxy material that will enable the Participant to vote both the shares registered in the Participant's name directly and whole shares credited to the Participant's Plan account. If a Participant elects, he or she may vote his or her shares, including all whole Plan Shares held for his or her account under the Plan, in person at the stockholders' meeting. INCOME TAX CONSEQUENCES - - -------------------------------------------------------------------------------- 27. WHAT ARE THE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN? REINVESTED DIVIDENDS. In the case of reinvested dividends, when FCT acquires shares for a Participant's Plan account directly from FBS, the Participant must include in gross income a dividend equal to the number of shares purchased with the Participant's reinvested dividends multiplied by the fair market value of FBS Common Stock on the relevant dividend payment date. The Participant's basis in those shares will also equal the fair market value of the shares on the relevant dividend payment date. 9 Alternatively, when FCT purchases FBS Common Stock for a Participant's Plan account on the open market with reinvested dividends, a Participant must include in gross income a dividend equal to the actual purchase price to FCT of the shares plus that portion of any brokerage commissions paid by FBS which are attributable to the purchase of the Participant's shares. The Participant's basis in Plan Shares held for his or her account will be equal to their purchase price plus allocable brokerage commissions. OPTIONAL CASH PAYMENTS. In the case of shares purchased on the open market with optional cash investments, stockholders will be in receipt of a dividend to be included in gross income to the extent of any brokerage commissions paid by FBS. The Participant's basis in the shares acquired with optional investments will be the cost of the shares to FCT plus an allocable share of any brokerage commissions paid by FBS. ADDITIONAL INFORMATION. The holding period for the Plan Shares will begin the day after the date the shares are acquired. In general, the corporate dividends-received deduction has been reduced to 70% and may be further reduced. Corporate stockholders also should be aware that the Internal Revenue Code of 1986, as amended, limits the availability of the dividends-received deduction under various special rules, including the situation where a holder of stock incurs indebtedness directly attributable to such stock. For further information on a corporate stockholder's eligibility for the dividends-received deduction, Participants should consult with their own tax advisors. A Participant will not realize any taxable income when he or she receives certificates for whole shares credited to his or her account under the Plan, either upon a request for such certificates or upon withdrawal from or termination of the Plan. However, a Participant who receives, upon withdrawal from or termination of the Plan, a cash payment for the sale of Plan Shares held for such Participant's account under the Plan or for a fractional share then held in his or her Plan account will realize gain or loss measured by the difference between the amount of the cash received and the Participant's basis in such shares or fractional share. If, as usually is the case, the Common Stock is a capital asset in the hands of a Participant, such gain will be short-term or long-term capital gain, depending upon whether the holding period for such shares is more or less than one year. For further information as to tax consequences of participation in the Plan, Participants should consult with their own tax advisors. RESPONSIBILITY OF FBS AND FCT - - -------------------------------------------------------------------------------- 28. WHAT ARE THE RESPONSIBILITIES OF FBS AND FCT UNDER THE PLAN? Neither FBS, nor FCT, as Plan Administrator, will be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claim of liability arising out of failure to terminate a Participant's Plan account upon such Participant's death, the prices at which shares are purchased or sold for the Participant's Plan account, the times when purchases or sales are made or fluctuations in the market value of FBS Common Stock. 29. WHO BEARS THE RISK OF MARKET FLUCTUATIONS IN FBS COMMON STOCK? A Participant's investment in shares held in a Plan account is no different than an investment in directly-held shares. The Participant bears the risk of loss and the benefits of gain from market price changes with respect to all shares. 10 Neither FBS nor FCT can guarantee that shares purchased under the Plan will, at any particular time, be worth more or less than their purchase price. The Participant should recognize that neither FBS nor FCT can provide any assurance of a profit or protection against loss on any shares purchased under the Plan. SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN - - -------------------------------------------------------------------------------- 30. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED? While the Plan is intended to continue indefinitely, FBS reserves the right to suspend or terminate the Plan at any time, including during the period between a dividend record date and the related dividend payment date. It also reserves the right to make modifications to the Plan at any time. Specifically, but without limitation, FBS reserves the right to modify the optional cash payment feature of the Plan. Participants will be notified of any such suspension, termination or modification. In addition to the rights of FBS under paragraphs 1 and 4 above to modify and suspend from time to time participation by certain Participants, FBS and FCT reserve the right to terminate any Participant's participation in the Plan at any time, including during the period between a dividend record date and the related dividend payment date, or after a Participant has tendered an optional cash payment with respect to an Investment Date. 31. HOW IS THE PLAN TO BE INTERPRETED? Any question of interpretation arising under the Plan will be determined by FBS and any such determination will be final. 32. WHO SHOULD BE CONTACTED WITH QUESTIONS ABOUT THE PLAN? All correspondence regarding the Plan should be directed to: First Chicago Trust Company of New York FBS Dividend Reinvestment Plan P.O. Box 2598 Jersey City, NJ 07303-2598 Please mention First Bank System, Inc. in all correspondence. 11 TELEPHONE STOCKHOLDER CUSTOMER SERVICE, INCLUDING SALE OF PLAN SHARES: (201) 324-0498 Normal hours: 8:00 am - 10:00 pm, Eastern time, each business day 8:00 am - 3:30 pm, Eastern time, Saturdays. Customer Service Representatives are available 9:00 am - 6:00 pm, Eastern time, each business day. INTERNET: Messages forwarded on the Internet will be responded to within one business day. The First Chicago Internet address is "HTTP://WWW.FCTC.COM" TDD: 1-201-222-4955 Telecommunications Device for the hearing impaired. USE OF PROCEEDS - - -------------------------------------------------------------------------------- FBS has no basis for estimating either the number of shares of FBS Common Stock that ultimately will be sold pursuant to the Plan or the prices at which such shares will be sold. However, FBS proposes to use the net proceeds from the sale of newly issued or treasury shares of FBS Common Stock for general corporate purposes, including investments in, or extensions of credit to, its banking and nonbanking subsidiaries. EXPERTS - - -------------------------------------------------------------------------------- The consolidated financial statements of FBS included in its Annual Report on Form 10-K for the year ended December 31, 1995 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. LEGAL MATTERS - - -------------------------------------------------------------------------------- The validity of the issuance of the FBS Common Stock offered hereby has been passed upon for FBS by Dorsey & Whitney LLP, Minneapolis, Minnesota. INDEMNIFICATION - - -------------------------------------------------------------------------------- The Bylaws of FBS provide that the officers and directors of FBS and certain others shall be indemnified substantially to the same extent as permitted by Delaware law. FBS also maintains a standard policy of officers' and directors' liability insurance. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling FBS, pursuant to the foregoing provisions or otherwise, FBS has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. 12 - - ------------------------------------------- ------------------------------------------- - - ------------------------------------------- ------------------------------------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY FBS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS NOT LAWFUL OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. ------------------- TABLE OF CONTENTS
PAGE ---- Available Information..................................................... 2 Incorporation of Certain Documents by Reference........................... 2 The Plan.................................................................. 3 Purpose................................................................. 3 Advantages.............................................................. 3 Administration.......................................................... 3 Participation........................................................... 4 Purchases............................................................... 6 Optional Cash Payments.................................................. 6 Costs................................................................... 7 Reports to Participants................................................. 7 Certificates for Shares................................................. 8 Withdrawal of Shares from Plan Accounts................................. 8 Sale or Transfer of Shares.............................................. 8 Termination of Participation............................................ 8 Rights Offering; Stock Dividends or Stock Splits........................ 9 Voting Rights........................................................... 9 Income Tax Consequences................................................. 9 Responsibility of FBS and FCT........................................... 10 Suspension, Modification or Termination of the Plan..................... 11 Use of Proceeds........................................................... 12 Experts................................................................... 12 Legal Matters............................................................. 12 Indemnification........................................................... 12
[LOGO] FIRST BANK SYSTEM, INC. ---------------------- PROSPECTUS ---------------------- AUTOMATIC DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN APRIL 30, 1996 - - ------------------------------------------- ------------------------------------------- - - ------------------------------------------- ------------------------------------------- PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION SEC Registration Fee. . . . . . . . . . . . $ 20,711 NYSE Listing Fees . . . . . . . . . . . . . 3,500 Accounting Fees and Expenses . . . . . . . 3,000 Legal Fees and Expenses . . . . . . . . . . 12,000 Printing Expenses . . . . . . . . . . . . . 10,000 State Qualification Fees and Expenses . . . 10,000 Fees and Expenses of Plan Administrator . . 165,000 Miscellaneous . . . . . . . . . . . . . . . 789 -------- Total. . . . . . . . . . . . . . . . . $225,000 -------- -------- All fees and expenses other than the SEC registration fee are estimated. The expenses listed above will be paid by the Company. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Under Delaware law, the directors and officers of First Bank System, Inc. (the "Company") are entitled, under certain circumstances, to be indemnified by the Company against all expenses and liabilities incurred or imposed upon them as a result of suits brought against them as such directors and officers, if they act in good faith and in a manner they reasonably believe to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, have no reasonable cause to believe their conduct was unlawful, except that no indemnification shall be made against expenses in respect of any claim, issue or matter as to which they shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, they are fairly and reasonably entitled to be indemnified for such expenses which such court shall deem proper. Any such indemnification may be made by the Company only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable statutory standard of conduct. Article Ninth of the Company's Restated Certificate of Incorporation, as amended, provides that a director shall not be liable to the Company or its stockholders for monetary damages for a 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 the Delaware statutory provisions making directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions or (iv) for any transaction from which the director derived an improper personal benefit. The Bylaws of the Company provide that the officers and directors of the Company and certain others shall be indemnified substantially to the same extent as permitted by Delaware Law. The Company maintains a standard policy of officers' and directors' liability insurance. ITEM 16. LIST OF EXHIBITS 4.1 Specimen certificate representing the Common Stock of the Company (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3, dated January 7, 1991, File No. 33-38268). 4.2 Restated Certificate of Incorporation of the Company, as amended to date (incorporated by reference to Exhibit 2.1 to the Company's Form 8-A/A-2, dated October 6, 1994, File No. 1-6880). II-1 4.3 Certificate of Designation for First Bank System, Inc. Series 1990A Preferred Stock. (Incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.4 Certificate of Designation for First Bank System, Inc. Series 1991A Convertible Preferred Stock. (Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-4, File No. 33-50700). 4.5 Certificate of Designation for First Bank System, Inc. Series A Junior Participating Preferred Stock, as amended. (Incorporated by reference to Exhibit 2.4 to the Registrant's Form 8-A/A-2 dated October 6, 1994, File No. 1-6880.) 4.6 Bylaws of the Company, as amended to date (Incorporated by reference to Exhibit 3B to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. 4.7 Rights Agreement dated as of December 21, 1988, between the Company and Morgan Shareholder Services Trust Company (now known as First Chicago Trust Company of New York) as amended by Amendment No. 1 dated as of May 30, 1990, Amendment No. 2 dated as of February 17, 1993 and Amendment No. 3 dated as of November 9,1995 (Incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-4, File No. 333-00299). 4.8 Stock Purchase Agreement, dated as of May 30, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. and related documents. (Incorporated by reference to Exhibits 4.8-4.15 to the Company's Registration Statement on Form S-3, File No. 33-42650). II-2 5 Opinion of Dorsey & Whitney LLP regarding legality. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this Registration Statement). 24 Powers of Attorney. ITEM 17. 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 to such information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar 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 a 320% 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 in the information set forth in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(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 the 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. (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 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 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 the registration II-3 statement 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. II-4 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on April 29, 1996. FIRST BANK SYSTEM, INC. By /s/ John F. Grundhofer ------------------------------------ John F. Grundhofer Chairman, President and Chief Executive 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 TITLE DATE --------- ----- ---- /s/ John F. Grundhofer Chairman, President, April 29, 1996 - - ------------------------------ Chief Executive Officer John F. Grundhofer and Director (principal executive officer) /s/ Susan E. Lester Executive Vice President April 29, 1996 - - ------------------------------ and Chief Financial Susan E. Lester Officer (principal financial officer) * Senior Vice President April 29, 1996 - - ------------------------------ and Controller (principal David J. Parrin, accounting officer) * Director April 29, 1996 - - ------------------------------ Arthur D. Collins, Jr. * Director April 29, 1996 - - ------------------------------ Peter H. Coors Director - - ------------------------------ Roger L. Hale II-5 * Director April 29, 1996 - - ------------------------------ Delbert W. Johnson * Director April 29, 1996 - - ------------------------------ Norman M. Jones * Director April 29, 1996 - - ------------------------------ Richard L. Knowlton * Director April 29, 1996 - - ------------------------------ Jerry W. Levin * Director April 29, 1996 - - ------------------------------ Kenneth A. Macke * Director April 29, 1996 - - ------------------------------ Marilyn Carlson Nelson * Director April 29, 1996 - - ------------------------------ Edward J. Phillips * Director April 29, 1996 - - ------------------------------ James J. Renier * Director April 29, 1996 - - ------------------------------ S. Walter Richey * Director April 29, 1996 - - ------------------------------ Richard L. Robinson * Director April 29, 1996 - - ------------------------------ Richard L. Schall * By /s/ Lee R. Mitau ------------------------------ Attorney-in-Fact II-6 INDEX TO EXHIBITS Exhibit Number Description of Exhibit Form of Filing - - ------ ---------------------- -------------- 5 Opinion of Dorsey & Whitney LLP regarding legality. . . . . . . . . . . . . Electronic Transmission 23.1 Consent of Ernst & Young LLP. . . . . . . . Electronic Transmission 23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this Registration Statement). . . . . . . . . . . . . . . . . Electronic Transmission 24 Power of Attorney . . . . . . . . . . . . . Electronic Transmission EX-5 2 EXHIBIT 5 EXHIBIT 5 [Letterhead of Dorsey & Whitney LLP] First Bank System, Inc. First Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4302 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to First Bank System, Inc., a Delaware corporation (the "Company"), in connection with a Registration Statement on Form S-3 (the "Registration Statement") relating to the sale by the Company from time to time of up to 1,000,000 shares of Common Stock, $1.25 par value, of the Company (the "Shares") pursuant to the First Bank System, Inc. Automatic Dividend Reinvestment and Common Stock Purchase Plan. We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. We have also assumed that the Common Stock will be sold for a price per share not less than the par value per share of the Common Stock. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor as described in the Registration Statement, will be validly issued, fully paid and nonassessable. First Bank System, Inc. April 29, 1996 Page 2 Our opinions expressed above are limited to the Delaware General Corporation Law. 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 constituting part of the Registration Statement. Dated: April 29, 1996 Very truly yours, /s/ Dorsey & Whitney LLP DTB EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of First Bank System, Inc. for the registration of 1,000,000 shares of its common stock and to the incorporation by reference therein of our report dated January 9, 1996 (except Note C, as to which the date is February 16, 1996), with respect to the consolidated financial statements of First Bank System, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Minneapolis, Minnesota April 25, 1996 EX-24 4 EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lee R. Mitau, Susan E. Lester and David J. Parrin, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, 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 a Registration Statement on Form S-3 of First Bank System, Inc., and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform 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, each acting alone, or the substitutes for such attorneys-in- fact and agents, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ John F. Grundhofer Chairman, President, April 17, 1996 - - ------------------------------ Chief Executive John F. Grundhofer Officer and Director (principal executive officer) - - ------------------------------ Executive Vice President ______, 1996 Susan E. Lester and Chief Financial Officer (principal financial officer) /s/ David J. Parrin - - ------------------------------ Senior Vice President April 22, 1996 David J. Parrin and Controller (principal accounting officer) /s/ Arthur D. Collins, Jr. Director April 17, 1996 - - ------------------------------ Arthur D. Collins, Jr. /s/ Peter H. Coors Director April 17, 1996 - - ------------------------------ Peter H. Coors - - ------------------------------ Director ______, 1996 Roger L. Hale /s/ Delbert W. Johnson Director April 17, 1996 - - ------------------------------ Delbert W. Johnson /s/ Norman M. Jones Director April 17, 1996 - - ------------------------------ Norman M. Jones /s/ Richard L. Knowlton Director April 17, 1996 - - ------------------------------ Richard L. Knowlton /s/ Jerry W. Levin Director April 17, 1996 - - ------------------------------ Jerry W. Levin /s/ Kenneth A. Macke Director April 17, 1996 - - ------------------------------ Kenneth A. Macke /s/ Marilyn Carlson Nelson Director April 17, 1996 - - ------------------------------ Marilyn Carlson Nelson /s/ Edward J. Phillips Director April 17, 1996 - - ------------------------------ Edward J. Phillips /s/ James J. Renier Director April 17, 1996 - - ------------------------------ James J. Renier /s/ S. Walter Richey Director April 17, 1996 - - ------------------------------ S. Walter Richey /s/ Richard L. Robinson Director April 17, 1996 - - ------------------------------ Richard L. Robinson /s/ Richard L. Schall Director April 17, 1996 - - ------------------------------ Richard L. Schall -2- -----END PRIVACY-ENHANCED MESSAGE-----