-----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, B1ACxiN1ysIHSr/b4+wA56rEQIJQ5NaIu7sOgs1aVqXni46ANEzmZae2d+bqK7UT I9G0BO6NSHufQ8WhBaDsFg== 0000912057-97-003445.txt : 19970225 0000912057-97-003445.hdr.sgml : 19970225 ACCESSION NUMBER: 0000912057-97-003445 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970206 EFFECTIVENESS DATE: 19970206 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-21291 FILM NUMBER: 97519656 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-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 6, 1997 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 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 (Address of Principal Executive Offices) (Zip Code) FIRST BANK SYSTEM CAPITAL ACCUMULATION PLAN (Full title of the plan) Lee R. Mitau, Esq. First Bank System, Inc. Copy to: Patrick F. Courtemanche, Esq. First Bank Place Dorsey & Whitney LLP 601 Second Avenue South Pillsbury Center South Minneapolis, Minnesota 55402-4302 220 South Sixth Street (Name and address of agent for service) Minneapolis, Minnesota 55402-1498 (612) 973-1111 (Telephone number, including area code, of agent for service) -------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of Title of securities to be Amount to be offering price per aggregate offering registration registered registered share(1) price (1) fee - ----------------------------------------------------------------------------------------------------- Common Stock, $1.25 par value 2,500,000 $74.50 $186,250,000 $56,440 ---- --------- --------- - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h)(1), the proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on January 30, 1997 Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests in the First Bank System Capital Accumulation Plan to be offered and sold pursuant to such plan. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents that have been filed by First Bank System, Inc. (the "Company") with the Securities and Exchange Commission are incorporated by reference in this Registration Statement, as of their respective dates: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1995; (b) the Company's Quarterly Reports on Form 10-Q for the quarters ending March 31, 1996, June 30, 1996 and September 30, 1996; (c) the Company's Current Reports on Form 8-K filed January 9, 1996, January 19, 1996 and January 29, 1996; (d) the Annual Report on Form 11-K for the Company's Capital Accumulation Plan for the fiscal year ended December 31, 1995; (e) the description of the Company's Common Stock contained in Item 1 of the 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 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 the Company or by the Company's Capital Accumulation Plan (the "Plan") pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. The description of the Company's capital stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and settlements in connection with litigation. 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 the law, (iii) under the Delaware statutory -2- provision making directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions or (iv) for any transaction for which the directors derived an improper personal benefit. The Bylaws of the Company provide that the officers and directors of the Company and certain officers shall be indemnified to the full extent permitted by the Delaware General Corporation Law, as amended from time to time. Expenses incurred by officers and directors in defending actions, suits, or proceedings may be paid by the Company in advance of any final disposition if such officer or director agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified under Delaware law. The Company maintains a standard policy of officers' and directors' liability insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. No securities are to be reoffered or resold pursuant to this Registration Statement. ITEM 8. EXHIBITS Exhibit Number Description -------------- ----------- 5.1 Copy of Internal Revenue Service Determination Letter 23.1 Consent of Ernst & Young LLP 24.1 Power of Attorney. ITEM 9. UNDERTAKINGS. A. POST-EFFECTIVE AMENDMENTS. The undersigned issuer hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that subparagraphs (a) and (b) above will not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. -3- (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. B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE. 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 Section 15(d) of the Securities Exchange Act of 1934 (and each filing of the Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration 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. C. CLAIMS FOR INDEMNIFICATION. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or other controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -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-8 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 February 6, 1997. FIRST BANK SYSTEM, INC. By /s/ John F. Grundhofer ------------------------------------- John F. Grundhofer Chairman of the Board, 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 date indicated: Name Title Date ---- ----- ---- /s/ John F. Grundhofer Chairman, President, Chief February 6, 1997 - ------------------------- Executive Officer and Director John F. Grundhofer (principal executive officer) /s/ Susan E. Lester Executive Vice President and February 6, 1997 - ------------------------- Chief Financial Officer Susan E. Lester (principal financial officer) /s/ David J. Parrin Senior Vice President and February 6, 1997 - ------------------------- Controller (principal David J. Parrin accounting officer) * Director February 6, 1997 - ------------------------- Arthur D. Collins, Jr. * Director February 6, 1997 - ------------------------- Peter H. Coors * Director February 6, 1997 - ------------------------- Roger L. Hale * Director February 6, 1997 - ------------------------- Delbert W. Johnson * Director February 6, 1997 - ------------------------- Norman M. Jones * Director February 6, 1997 - ------------------------- Richard L. Knowlton * Director February 6, 1997 - ------------------------- Jerry W. Levin -5- Name Title Date ---- ----- ---- * Director February 6, 1997 - ------------------------- Kenneth A. Macke Director - ------------------------- Marilyn C. Nelson * Director February 6, 1997 - ------------------------- Edward J. Phillips Director - ------------------------- James J. Renier * Director February 6, 1997 - ------------------------- S. Walter Richey * Director February 6, 1997 - ------------------------- Richard L. Robinson * Director February 6, 1997 - ------------------------- Richard L. Schall * Director February 6, 1997 - ------------------------- Walter Scott, Jr. *By /s/ David J. Parrin -------------------------- David J. Parrin Pro se and as Attorney-in-fact -6- Pursuant to the requirements of the Securities Act of 1933, the Plan 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 the 6th day of February, 1997. FIRST BANK SYSTEM, INC. CAPITAL ACCUMULATION PLAN By: First Bank System Capital Accumulation Plan Benefit Administration Committee By: /s/ Joseph O. Weissenborn -------------------------------------------- Joseph O. Weissenborn Benefit Administration Committee Member EXHIBIT INDEX Exhibit Number Description Page - -------------- ----------- ---- 5.1 Copy of Internal Revenue Service Determination Letter 23.1 Consent of Ernst & Young LLP 24.1 Power of Attorney. EX-5.1 2 EX-5.1 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P O BOX A-3617 DPN20-6 CHICAGO, IL 60690 Date: SEPTEMBER 18, 1995 Employer Identification Number: 41-0265900 FIRST BANK SYSTEM, INC. File Folder Number: C/O KATHERINE M. MATTSON 410001648 DORSEY AND WHITNEY Person to Contact: 220 SOUTH 6TH ST TECHNICAL SCREENER MINNEAPOLIS, MN 55402-1498 Contact Telephone Number: (312) 435-1040 Plan Name: ACCUMULATION PLAN Plan Number: 004 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401 1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination letter is applicable for the amendment(s) adopted on 12-01-94. This determination letter is also applicable for the amendment(s) adopted on 03-09-94. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Acts Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. -2- FIRST BANK SYSTEM, INC. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Robert W. Brock ---------------------------------------- Robert W. Brock District Director Enclosures: Publication 794 Addendum -3- FIRST BANK SYSTEM, INC. This determination also applies to amendment adopted January 27, 1993. EX-23.1 3 EX 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) and related prospectus pertaining to the First Bank System Capital Accumulation Plan of our reports (a) dated January 9, 1996 (except for 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) and (b) dated May 17, 1996, with respect to the financial statements and schedules of the First Bank System Capital Accumulation Plan included in the Plan's Annual Report (Form 11-K), both for the year ended December 31, 1995, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Minneapolis, Minnesota February 6, 1997 EX-24.1 4 EX 24.1 Exhibit 24.1 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-8 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, January 15, 1997 - --------------------------- Chief Executive Officer John F. Grundhofer and Director (principal executive officer) /s/ Susan E. Lester Executive Vice President January 15, 1997 - --------------------------- and Chief Financial Officer Susan E. Lester (principal financial officer) /s/ David J. Parrin Senior Vice President January 15, 1997 - --------------------------- and Controller David J. Parrin (principal accounting officer) /s/ Arthur D. Collins, Jr. Director January 15, 1997 - --------------------------- Arthur D. Collins, Jr. /s/ Peter H. Coors Director January 15, 1997 - --------------------------- Peter H. Coors /s/ Roger L. Hale Director January 15, 1997 - --------------------------- Roger L. Hale Signature Title Date --------- ----- ---- /s/ Delbert W. Johnson Director January 15, 1997 - --------------------------- Delbert W. Johnson /s/ Norman M. Jones Director January 15, 1997 - --------------------------- Norman M. Jones /s/ Richard L. Knowlton Director January 15, 1997 - --------------------------- Richard L. Knowlton /s/ Jerry W. Levin Director January 15, 1997 - --------------------------- Jerry W. Levin /s/ Kenneth A. Macke Director January 15, 1997 - --------------------------- Kenneth A. Macke Director , 1997 - --------------------------- ---------- Marilyn C. Nelson /s/ Edward J. Phillips Director January 15, 1997 - --------------------------- Edward J. Phillips Director , 1997 - --------------------------- ----------- James J. Renier /s/ S. Walter Richey Director January 15, 1997 - --------------------------- S. Walter Richey /s/ Richard L. Robinson Director January 15, 1997 - --------------------------- Richard L. Robinson /s/ Richard L. Schall Director January 15, 1997 - --------------------------- Richard L. Schall /s/ Walter Scott, Jr. Director January 15, 1997 - --------------------------- Walter Scott, Jr. -----END PRIVACY-ENHANCED MESSAGE-----