-----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, IruIITMHZYlxPbmbTU1FF+p9fXhqTn+oh+lMNHsrlmLGBkZ63tvn955sRHTCgHqp ua2Lp+OXhqv4XhO2RU30iw== 0000950131-95-003273.txt : 19951120 0000950131-95-003273.hdr.sgml : 19951120 ACCESSION NUMBER: 0000950131-95-003273 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951116 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANK SYSTEM INC CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06880 FILM NUMBER: 95594093 BUSINESS ADDRESS: STREET 1: FIRST BANK PL STREET 2: 601 SECOND AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 8-A12B/A 1 FORM 8-A12B/A FORM 8-A/A-3 ---------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- AMENDMENT NO. 3 TO REGISTRATION STATEMENT Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ---------------------------- FIRST BANK SYSTEM, INC. ----------------------- (Exact name of registrant as specified in its charter) Delaware 41-0255900 - ----------------------------- ---------------------------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 601 Second Avenue, Minneapolis, Minnesota 55402-4302 - ----------------------------------------- ---------------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered - ------------------------ ------------------------------ Rights to Purchase New York Stock Exchange Preferred Stock If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instructions A.(c)(1), please check the following box. [_] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [_] Securities to be registered pursuant to Section 12(g) of the Act: None ---------- (Title of class) Item 1. Description of Securities to be Registered. ------------------------------------------ The response to Item 1 is hereby amended by adding the following paragraphs and the attached exhibit. On November 5, 1995, the Board of Directors of First Bank System, Inc. (the "Company") authorized the execution of Amendment No. 3 to Rights Agreement (the "Amendment"), dated November 9, 1995, between the Company and First Chicago Trust Company of New York (formerly Morgan Shareholder Services Trust Company) (the "Rights Agent"), which amended the Rights Agreement, dated as of December 21, 1988, between the Company and the Rights Agent, as amended by Amendment No. 1 to Rights Agreement, dated as of May 30, 1990, and by Amendment No. 2 to Rights Agreement, dated as of February 17, 1993 (such agreement, as so amended, the "Rights Agreement"). The amendments to the Rights Agreement set forth in the Amendment are described below. The Rights Agreement, as amended by the Amendment, sets forth the description and the terms of the rights held by holders of the Company's common stock, par value $1.25 per share, to purchase one one-hundredth share of Junior Participating Preferred Stock. Terms used herein but not defined herein have the meanings ascribed to them in the Rights Agreement. Section 1(a) of the Rights Agreement was amended by modifying the definition of "Acquiring Person" to exclude from such definition First Interstate Bancorp, a Delaware corporation ("First Interstate"), and its Affiliates and Associates (each, a "First Interstate Party"), but only if and for so long as (1) First Interstate is in compliance with all material terms, conditions and obligations imposed upon it by the Agreement and Plan of Merger, dated as of November 5, 1995, by and among the Company, Eleven Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company, and First Interstate, as the same may be amended from time to time (the "Merger Agreement"), and the Stock Option Agreement, dated November 5, 1995, between First Interstate, as grantee, and the Company, as issuer, as the same may be amended from time to time (the "Parent Stock Option Agreement"), and (2) no First Interstate Party is the Beneficial Owner of any Common Shares of the Company then outstanding other than: (a) Common Shares of the Company of which any First Interstate Party is or becomes the Beneficial Owner by reason of the approval, execution or delivery of the Merger Agreement or the Parent Stock Option Agreement or by reason of the consummation of any transaction contemplated in the Merger Agreement, the Parent Stock Option Agreement or both; (b) Common Shares of the Company of which any First Interstate Party is the Beneficial Owner on November 9, 1995; (c) Common Shares of the Company of which any First Interstate Party becomes the Beneficial Owner after November 9, 1995; provided, that the aggregate number of Common Shares of the Company which may be Beneficially Owned by the First Interstate Parties pursuant to this clause (c) shall not exceed 5% of the Common Shares of the Company outstanding; (d) Common Shares of the Company acquired in satisfaction of debts contracted prior to November 9, 1995, by any First Interstate Party in good faith in the ordinary course of such First Interstate Party's banking business; (e) Common Shares of the Company held by any First Interstate Party in a bona fide fiduciary or depository capacity; and (f) Common Shares of the Company owned in the ordinary course of business by either (i) an investment company registered under the Investment Company Act of 1940, as amended, or (ii) an investment account, for either of which any First Interstate Party acts as investment advisor. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as an exhibit and incorporated herein by reference. Item 2. Exhibits. -------- The following exhibit is filed with this Form 8-A/A-3 Amendment to Registration Statement on Form 8-A: Exhibit No. Description - ----------- ----------- 1 Amendment No. 3 to Rights Agreement, dated November 9, 1995, between First Bank System, Inc. and First Chicago Trust Company of New York, as Rights Agent. (Incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K, dated November 15, 1995, File No. 1-6880.) Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST BANK SYSTEM, INC. /s/ David J. Parrin ------------------------------------- David J. Parrin Senior Vice President and Controller Dated: November 15, 1995 -----END PRIVACY-ENHANCED MESSAGE-----