-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, UbA6lIBlXHzIhrY5N9oU8Mfo2gRF0UEJU7aJBem+5k8HuALjBlaSD9PkPaiUSG1U W87RsjJ20ye6dqwAsOwNvg== 0000950131-94-000409.txt : 19940331 0000950131-94-000409.hdr.sgml : 19940331 ACCESSION NUMBER: 0000950131-94-000409 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940328 19940416 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-8 SEC ACT: 33 SEC FILE NUMBER: 033-52835 FILM NUMBER: 94518115 BUSINESS ADDRESS: STREET 1: 601 SECOND AVE S STREET 2: FIRST BANK PL 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 March 25, 1994 Registration No. 33- ======================================================================= 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, INC. 1988 EQUITY PARTICIPATION PLAN (Full title of the plan) Copy to: Michael J. O'Rourke, Esq. First Bank System, Inc. Lee R. Mitau, Esq. First Bank Place Dorsey & Whitney 601 Second Avenue South 220 South Sixth Street Minneapolis, Minnesota 55402-4302 Minneapolis, Minnesota 55402-1498 (Name and address of agent for service) (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 price (1) fee - --------------------------------------------------------------------------------------------------- Common Stock, $1.25 par value 336,446 N/A(1) $ 6,809,668 $ 2,349 =================================================================================================== (1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share nd the proposed maximum aggregate offering price are based upon the weighted average price at which options may be exercised. All shares of Common Stock being registered are shares subject to currently outstanding options having a weighted average exercise price of $20.24 per share.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference - ------ --------------------------------------- The following documents which 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, 1993. (b) Current Report on Form 8-K filed January 18, 1994. (c) 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 any amendment or report filed for the purpose of updating such description filed subsequent to the date of this Registration Statement and prior to the termination of the offering described herein; and the description of the rights to purchase preferred stock contained in Item 1 of the Company's 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 any amendment or report filed for the purpose of updating such description filed subsequent to the date of this Registration Statement and prior to the termination of the offering described herein. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 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 amounts paid in settlement in connection with actions, suits or proceedings. -2- Article Ninth of the Company's Restated Certificate of Incorporation, as amended, provides that a director shall not be personally liable to the Company or its stockholders for monetary damages for 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 provision making directors personally liable for unlawful payment of dividends or unlawful stock purchases or redemptions by the Company, 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 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 8. Exhibits - ------ -------- Exhibit Number Description - ------ ----------- 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 3A to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, File No. 1-6880). 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). -3- 4.5 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 year ended December 31, 1993, File No. 1-6880). 4.6 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) (incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K filed January 5, 1989, File No. 1-6880). 4.7 Amendment No. 1, dated as of May 30, 1990, to Rights Agreement (incorporated by reference to Exhibit 4(a) to the Company's Current Report on Form 8-K dated June 5, 1990, File No. 1-6880). 4.8 Amendment No. 2, dated as of February 17, 1993, to Rights Agreement (incorporated by reference to Exhibit 4(a) to the Company's Current Report on Form 8-K filed March 1, 1993, File No. 1-6880). 4.9 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. (without exhibits). (Incorporated by reference to Exhibit 4.8 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.10 First Amendment, dated as of June 30, 1990, to Stock Purchase Agreement among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. (Incorporated by reference to Exhibit 4.9 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.11 Second Amendment, dated as of July 18, 1990, to Stock Purchase Agreement among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. (Incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.12 Stock Purchase Agreement, dated as of May 30, 1990, between The State Board of Administration of Florida and First Bank System, Inc. (without exhibits). (Incorporated by reference to Exhibit 4.11 to -4- Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.13 Form of Periodic Stock Purchase Right. (Incorporated by reference to Exibit 4.12 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.14 Form of Risk Event Warrant. (Incorporated by reference to Exhibit 4.13 to Amendment No. 1 to the Company's Registration Statement on Form S- 3, File No. 33-42650). 4.15 Registration Rights Agreement, dated as of July 18, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and First Bank System, Inc. (Incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.16 Registration Rights Agreement, dated as of July 18, 1990, between The State Board of Administration of Florida and First Bank System, Inc. (Incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 5.1 Opinion of Dorsey & Whitney. 23.1 Consent of Dorsey & Whitney (included in Exhibit 5.1). 23.2 Consent of Ernst & Young (relating to financial statements of the Company). 24.1 Power of Attorney. -5- Item 9. Undertakings - --------- ------------ A. Post-Effective Amendments. ------------------------- The Company 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 in the information set forth in the 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 to such information in the Registration Statement; Provided, however, that subparagraphs (i) and (ii) 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 by the Company 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. B. Subsequent Documents Incorporated by Reference. ---------------------------------------------- The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 -6- (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 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 Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. -7- 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 March 25, 1994. 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 ---- ----- /s/ John F. Grundhofer Chairman of the Board, President - ------------------------ Chief Executive Officer and Director John F. Grundhofer (principal executive officer) /s/ Richard A. Zona Vice Chairman and Chief - ------------------------ Financial Officer (principal Richard A. Zona financial officer) /s/ Susan E. Lester Executive Vice President and Controller - ------------------------ (principal accounting officer) Susan E. Lester - ------------------------ Coleman Bloomfield Director * - ------------------------ Roger L. Hale Director * - ------------------------ Delbert W. Johnson Director * - ------------------------ John H. Kareken Director - ------------------------ Richard L. Knowlton Director * - ------------------------ Kenneth A. Macke Director - ------------------------ Thomas F. Madison Director * - ------------------------ Marilyn C. Nelson Director -8- Name Title ---- ----- * - ------------------------ Will F. Nicholson, Jr. Director - ------------------------ Nicholas R. Petry Director * - ------------------------ Edward J. Phillips Director - ------------------------ James J. Renier Director * - ------------------------ S. Walter Richey Director * - ------------------------ Richard L. Robinson Director - ------------------------ Richard L. Schall Director * - ------------------------ Lyle E. Schroeder Director /s/ Susan E. Lester Dated: March 25, 1994 - ------------------------ Susan E. Lester *Attorney-in-fact -9- EX-5.1 2 OPINION DORSEY & WHITNEY Exhibit 5.1 March 25, 1994 First Bank System, Inc. First Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4302 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 that you intend to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the purpose of registering 336,446 shares (the Shares") of Common Stock, par value $1.25 per share, of First Bank System, Inc. (the Company"), which may be issued pursuant to the Company's 1988 Equity Participation Plan (the "Plan"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. Based on the foregoing, we are of the opinion that the Shares, when issued and paid for in accordance with the Plan, will be duly authorized, validly issued, fully paid and nonassessable, provided that (i) the purchase price is at least equal to the par value of the Shares, and (ii) the Registration Statement shall have become and remains effective under the Securities Act of 1933, as amended. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Dorsey & Whitney LRM/jls EX-23.2 3 CONSENT ERNST & YOUNG EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) dated March 25, 1994 pertaining to the 1988 Equity Participation Plan of First Bank System, Inc. of our report dated January 13, 1994, 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, 1993. /s/ Ernst & Young Minneapolis, Minnesota March 24, 1994 EX-24.1 4 POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. O'Rourke, Richard A. Zona and Susan E. Lester, 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 amendment 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, March 25, 1994 - ---------------------------------- Chief Executive Officer John F. Grundhofer and Director - ---------------------------------- Director March 25, 1994 Coleman Bloomfield /s/ Roger L. Hale Director March 25, 1994 - ---------------------------------- Roger L. Hale /s/ Delbert W. Johnson Director March 25, 1994 - ---------------------------------- Delbert W. Johnson /s/ John H. Kareken Director March 25, 1994 - ---------------------------------- John H. Kareken /s/ Richard L. Knowlton Director March 25, 1994 - ---------------------------------- Richard L. Knowlton /s/ Kenneth A. Macke Director March 25, 1994 - ---------------------------------- Kenneth A. Macke
/s/ Thomas F. Madison Director March 25, 1994 - ------------------------------------------ Thomas F. Madison /s/ Marilyn C. Nelson Director March 25, 1994 - ------------------------------------------ Marilyn C. Nelson /s/ Will F. Nicholson, Jr. Director March 25, 1994 - ------------------------------------------- Will F. Nicholson, Jr. /s/ Nicholas R. Petry Director March 25, 1994 - ------------------------------------------- Nicholas R. Petry /s/ Edward J. Phillips Director March 25, 1994 - ------------------------------------------- Edward J. Phillips /s/ James J. Renier Director March 25, 1994 - ------------------------------------------- James J. Renier /s/ S. Walter Richey Director March 25, 1994 - ------------------------------------------- S. Walter Richey /s/ Richard L. Robinson Director March 25, 1994 - -------------------------------------------- Richard L. Robinson Director March 25, 1994 - -------------------------------------------- Richard L. Schall /s/ Lyle E. Schroeder Director March 25, 1994 - -------------------------------------------- Lyle E. Schroeder -----END PRIVACY-ENHANCED MESSAGE-----