-----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, EPlqHIx+OZmBC1kukJFeXZ0xOtz6Kb+st2aAsukYby7UEdTZOlPTyrODF3QQpAna WEcB6lwFA9MFK2pa7NlrBA== 0000950131-95-002389.txt : 19950901 0000950131-95-002389.hdr.sgml : 19950901 ACCESSION NUMBER: 0000950131-95-002389 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950830 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-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62251 FILM NUMBER: 95569211 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 August 30, 1995 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) Copy to: Michael J. O'Rourke Lee R. Mitau First Bank System, Inc. Dorsey & Whitney P.L.L.P. First Bank Place 220 South Sixth Street 601 Second Avenue South Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402-4302 (612) 340-2780 (612) 973-1111 (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. [_] 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. [X] 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) 651,387 $44.8125 $29,190,279 $10,065.61 ====================================================================================================
* 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 August 24, 1995, as reported on the New York Stock Exchange. ----------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. =============================================================================== Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. PROSPECTUS FIRST BANK SYSTEM, INC. ---------- 651,387 SHARES OF COMMON STOCK ($1.25 PAR VALUE) ---------- This Prospectus relates to an aggregate of 651,387 shares (the "Shares") of Common Stock, par value $1.25 per share (the "Common Stock"), of First Bank System, Inc., a Delaware corporation ("FBS" or the "Company"), that may be sold from time to time by the stockholders named herein (the "Selling Stockholders"). See "Selling Stockholders." The Company will not receive any proceeds from the sale of the Shares. The Company has agreed to pay the expenses of registration of the Shares, including legal and accounting fees. Any or all of the Shares may be offered from time to time in transactions on the New York Stock Exchange, in brokerage transactions at prevailing market prices or in transactions at negotiated prices. See "Plan of Distribution." The Shares offered hereby have not been registered under the blue sky or securities laws of any jurisdiction, and any broker or dealer should assure the existence of an exemption from registration or effectuate such registration in connection with the offer and sale of the Shares. The Common Stock is traded on the New York Stock Exchange. On August __, 1995, the closing price of the Common Stock as reported on the New York Stock Exchange was $_____ per share. ---------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------- 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 the Company. 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. The date of this Prospectus is ________________, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 the Company can be inspected and copied at the public reference facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7 World Trade Center, Suite 1300, New York, New York 10048 and CitiCorp Center, 500 West Madison Street, Suite 1400, 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, the Common Stock of the Company is listed on the New York Stock Exchange, and reports, proxy statements and other information concerning the Company can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. This Prospectus does not contain all the information set forth in the Registration Statement and exhibits thereto which the Company has filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of the Company which have been filed with the Commission are hereby incorporated by reference in this Prospectus: (a) the Annual Report on Form 10-K for the year ended December 31, 1994; (b) the Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995; (c) the Current Reports on Form 8-K filed March 3, 1995 (as amended by Amendment No. 1 on Form 8-K/A as filed March 7, 1995), April 13, 1995, April 25, 1995, July 6, 1995 and August 18, 1995 (as amended by Amendment No. 1 on Form 8-K/A as filed August 30, 1995); (d) the Current Reports on Form 8-K/A filed February 13, 1995 (constituting Amendment No. 4 to the Current Report on Form 8-K filed August 5, 1994); (e) the description of the 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; and (f) 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 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 pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the 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 -2- 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. The Company 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 Karin E. Glasgow, Investor Relations, First Bank System, Inc., First Bank Place, 601 Second Avenue South, Minneapolis, Minnesota 55402-4302, telephone number (612) 973-2264. -3- FIRST BANK SYSTEM, INC. FBS is a regional bank holding company headquartered in Minneapolis, Minnesota. FBS is comprised of 8 banks, a savings association and other financial companies with 349 offices, located primarily in the 11 states of Minnesota, Colorado, Illinois, Montana, North Dakota, South Dakota, Wisconsin, Iowa, Nebraska, Kansas and Wyoming. Through its subsidiaries, FBS provides commercial and agricultural finance, consumer banking, trust, capital markets, treasury management, investment management, data processing, leasing, mortgage banking and brokerage services. At June 30, 1995, FBS and its consolidated subsidiaries had consolidated assets of $33.5 billion, consolidated deposits of $22.8 billion and shareholders' equity of $2.8 billion. The subsidiary banks of FBS engage in general commercial banking business, principally in domestic markets, and provide banking and ancillary services to individuals, businesses, institutional organizations, governmental entities and other financial institutions. The largest subsidiary bank, First Bank National Association ("FBNA"), had assets of $15.4 billion at June 30, 1995. FBS is a legal entity separate and distinct from its banking and non- banking affiliates. The principal sources of FBS's income are dividends, interest and fees from FBNA and the other banking and non-banking affiliates. The bank and thrift subsidiaries of FBS (the "Banks"), are subject to certain restrictions imposed by federal law on any extensions of credit to, and certain other transactions with, FBS and certain other affiliates; and on investments in stock or other securities thereof. Such restrictions prevent FBS and such other affiliates from borrowing from the Banks unless the loans are secured by various types of collateral. Further, such secured loans, other transactions and investments by any of the Banks are generally limited in amount as to FBS and as to each of such other affiliates to 10% of such Bank's capital and surplus and as to FBS and all of such other affiliates to an aggregate of 20% of such Bank's capital and surplus. In addition, payment of dividends to FBS by the subsidiary banks is subject to ongoing review by regulators and is subject to various statutory limitations and in certain circumstances requires approval by regulatory authorities. FBS was incorporated under Delaware law in 1929 and has functioned as a multi-bank holding company since that time. Its principal executive offices are located at First Bank Place, 601 Second Avenue South, Minneapolis, Minnesota 55402-4302 (telephone (612) 973-1111). For further information concerning FBS, see the FBS documents incorporated by reference herein as described under "Incorporation of Certain Documents by Reference." -4- SELLING STOCKHOLDERS The following table sets forth certain information as to the maximum number of Shares that may be sold by each of the Selling Stockholders pursuant to this Prospectus. As of July 31, 1995, Charles W. Durham also owned 10,000 shares of the FBS's Common Stock.
Maximum Number of Shares to be Sold Pursuant to Name this Prospectus ------------------------- ---------------- Charles W. Durham(1)............................. 489,192 Durham Resources, Inc. of Nebraska(2).................................... 162,195
_________ (1) Does not include 162,195 shares held by Durham Resources, Inc. of Nebraska ("DRI"), of which entity Mr. Durham is Chairman and a majority shareholder. See Note 2 below. (2) Charles W. Durham holds 56% of the voting stock of DRI, and the remaining 44% of voting stock of DRI is held by Mr. Durham's family members. The Selling Stockholders are the sole former shareholders of Southwest Holdings, Inc. ("Southwest"). The Selling Stockholders acquired the Shares in connection with the merger of Southwest with and into FBS (the "Merger"). Pursuant to the Merger, all of the outstanding shares of the common stock of Southwest were converted into shares of FBS's Common Stock. Prior to the Merger, Southwest was a registered bank holding company duly organized under the laws of the State of Delaware, and its business consisted primarily of the ownership, supervision, and control of Southwest Bank & Trust Company of Omaha, a Nebraska state banking corporation and wholly owned subsidiary of Southwest. Prior to the Merger, Charles W. Durham served as Chairman of the Board of Directors of Southwest. However, Mr. Durham will not be employed by or serve as a director of FBS following the Merger. PLAN OF DISTRIBUTION The Shares will be offered and sold by the Selling Stockholders for their own accounts. The Company will not receive any proceeds from the sale of the Shares pursuant to this Prospectus. The Company has agreed to pay the expenses of registration of the Shares, including legal and accounting fees. The Selling Stockholders may offer and sell the Shares from time to time in transactions on the New York Stock Exchange, in brokerage transactions at prevailing market prices or in transactions at negotiated prices. Sales may be made to or through brokers or dealers who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders or the purchasers of Shares for whom such brokers or dealers may act as agent or to whom they may sell as principal, or both. As of the date of this Prospectus, the Company is not aware of any agreement, arrangement or understanding between any broker or dealer and the Selling Stockholders. The Selling Stockholders and any brokers or dealers acting in connection with the sale of the Shares hereunder may be deemed to be "underwriters" within the meaning of Section 2(11) of the -5- Securities Act, and any commissions received by them and any profit realized by them on the resale of Shares as principals may be deemed underwriting compensation under the Securities Act. EXPERTS The consolidated financial statements of FBS appearing in FBS's Current Report on Form 8-K filed March 3, 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 are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated financial statements of FirsTier Financial, Inc. and subsidiaries appearing in FBS's Amendment No. 1 on Form 8-K/A filed August 30, 1995 to FBS's Current Report on Form 8-K filed August 18, 1995 have been audited by Arthur Andersen LLP, independent public accountants, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated by reference in reliance upon the authority of said firm as experts in accounting and auditing. LEGAL MATTERS The validity of the Shares offered hereby has been passed upon for the Company by Dorsey & Whitney P.L.L.P., 220 South Sixth Street, Minneapolis, Minnesota 55402. Dorsey & Whitney P.L.L.P. and certain of its members are indebted to and have other banking and trust relationships with certain banking subsidiaries of the Company. -6- PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee.............. $10,066 Accounting Fees and Expenses...... 1,000 Legal Fees and Expenses........... 3,000 Miscellaneous..................... 934 ------- Total.................... $15,000
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 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 law, (iii) under the Delaware statutory 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 others shall be indemnified to substantially the same extent permitted by Delaware law. The Company maintains a standard policy of officers' and directors' insurance. ITEM 16. LIST OF EXHIBITS
5 Opinion of Dorsey & Whitney P.L.L.P. regarding legality. 23.1 Consent of Ernst & Young LLP (relating to financial statements of First Bank System, Inc.). 23.2 Consent of Arthur Andersen LLP (relating to consolidated financial statements of FirsTier Financial, Inc. and subsidiaries) 23.3 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5 to this Registration Statement). 24 Power 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: II-1 (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; (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 registration statement is on Form S-3 or Form S-8, and 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 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. 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 liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or 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. II-2 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 amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on August 29, 1995. 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 amendment to the registration statement has been signed by the following persons in the capacities indicated on August 29, 1995. Signature Title - --------- ----- /s/ John F. Grundhofer - ------------------------------------- Chairman, President, Chief Executive John F. Grundhofer Officer and Director (principal executive officer) /s/ Richard A. Zona - ------------------------------------- Vice Chairman and Chief Financial Richard A. Zona Officer (principal financial officer) /s/ David J. Parrin - ------------------------------------- Senior Vice President and Controller David J. Parrin (principal accounting officer) ROGER L. HALE* Director DELBERT W. JOHNSON* Director NORMAN M. JONES* Director JOHN H. KAREKEN* Director RICHARD L. KNOWLTON* Director KENNETH A. MACKE* 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 *By /s/ David J. Parrin --------------------------------- David J. Parrin, Attorney-in-Fact II-3
EXHIBIT INDEX Sequential Exhibit Page Number Document Description Number ------- -------------------- ---------- 5 Opinion and consent of Dorsey & Whitney P.L.L.P. regarding legality. 23.1 Consent of Ernst & Young LLP (relating to financial statements of First Bank System, Inc.) 23.2 Consent of Arthur Andersen LLP (relating to consolidated financial statements of FirsTier Financial, Inc. and subsidiaries) 23.3 Consent of Dorsey & Whitney P.L.L.P. (included in Exhibit 5 to this Registration Statement). 24 Power of Attorney.
EX-5 2 OPINION AND CONSENT OF DORSEY & WHITNEY P.L.L.P. Exhibit 5 [Letterhead of Dorsey & Whitney] August 29, 1995 First Bank System, Inc. 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 resale of 651,387 shares of the Company's common stock, $1.25 par value (the "Common Stock"), to be issued in connection with the merger (the "Merger") of Southwest Holdings, Inc., a Delaware corporation, with and into the Company. We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our 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. First Bank System, Inc. August 29, 1995 Page 2 Based on the foregoing, we are of the opinion that the shares of the Common Stock to be issued in connection with the Merger, when issued in accordance with the terms of the Merger Agreement dated June 23, 1995 with respect thereto, will be validly issued, fully paid and nonassessable. Our opinions expressed above are limited to the Delaware General Corporation Law. We hereby consent to your filing of this opinion as an exhibit to the Registration Statement, and to the reference to this firm under the heading "Legal Matters" in the Registration Statement. Very truly yours, /s/ Dorsey & Whitney LRM EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 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 651,387 shares of its common stock and to the incorporation by reference therein of our report dated January 24, 1995, with respect to the consolidated financial statements of First Bank System, Inc. included in its Current Report on Form 8-K dated March 3, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Minneapolis, Minnesota August 29, 1995 EX-23.2 4 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference in this Form S-3 Registration Statement of our report dated August 28, 1995, on FirsTier Financial, Inc. and Subsidiaries, include in First Bank System, Inc.'s Form 8-K/A filed August 30, 1995, and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP Omaha, Nebraska, August 28, 1995 EX-24 5 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Richard A. Zona, Michael J. O'Rourke 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 relating to the sale by the selling stockholders named therein of the shares of Common Stock of First Bank System, Inc. (the "Company") issued in connection with the merger of Southwest Holdings, Inc. into the Company, 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. Name Title Date - ---- ----- ---- /s/ Roger L. Hale Director August 18, 1995 - ----------------------------- Roger L. Hale /s/ Delbert W. Johnson Director August 18, 1995 - ----------------------------- Delbert W. Johnson /s/ Norman M. Jones Director August 18, 1995 - ----------------------------- Norman M. Jones /s/ John H. Kareken Director August 18, 1995 - ----------------------------- John H. Kareken /s/ Richard L. Knowlton Director August 18, 1995 - ----------------------------- Richard L. Knowlton Director - ----------------------------- Jerry W. Levin /s/ Kenneth A. Macke Director August 18, 1995 - ----------------------------- Kenneth A. Macke Director - ----------------------------- Marilyn C. Nelson /s/ Edward J. Phillips Director August 18, 1995 - ----------------------------- Edward J. Phillips /s/ James J. Renier Director August 18, 1995 - ----------------------------- James J. Renier /s/ S. Walter Richey Director August 18, 1995 - ----------------------------- S. Walter Richey /s/ Richard L. Robinson Director August 18, 1995 - ----------------------------- Richard L. Robinson /s/ Richard L. Schall Director August 18, 1995 - ----------------------------- Richard L. Schall /s/ Lyle E. Schroeder Director August 18, 1995 - ----------------------------- Lyle E. Schroeder -2- -----END PRIVACY-ENHANCED MESSAGE-----