-----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, KQnND5yZEJ9kSiEUjZhaV0XveybH3+r11k46Espbx2p+ES2EowYunqm+RMYDAqAm XJx5GJskmPrF9xQRLA3wrA== 0000950131-96-001624.txt : 19960419 0000950131-96-001624.hdr.sgml : 19960419 ACCESSION NUMBER: 0000950131-96-001624 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960418 EFFECTIVENESS DATE: 19960507 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: 333-02621 FILM NUMBER: 96548467 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 April 18, 1996 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, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE 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/(1)/ share/(2)/ price/(1)/ fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock, $1.25 par value 1,500,000 $ 57.75 $ 86,625,000 $ 29,870.69 ========================================================================================================================
(1) The number of shares being registered represents the number of additional shares of Common Stock which may be issued to the First Bank System, Inc. Amended and Restated Employee Stock Purchase Plan in addition to shares previously registered. (2) 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 April 11, 1996. Pursuant to General Instruction E of the General Instructions to Form S-8, this Registration Statement incorporates by reference the Registrant's Registration Statements on Form S-8 (File Nos. 2-95341, including the post-effective amendment thereto, and 33-42333). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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 2.1 to the Company's Form 8-A/A-2, dated October 6, 1994, 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). 4.5 Certificate of Designation for First Bank System, 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 4.5 to the Company's Registration Statement on Form S-4, File No. 333-00299). 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). -2- 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. (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). 4.9 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). 4.10 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). 4.11 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 Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.12 Form of Periodic Stock Purchase Right (incorporated by reference to Exhibit 4.12 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.13 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). 4.14 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). 4.15 Registration Rights Agreement, dated as of July 18, 1990, between The State Board of Administration of Florida and First Bank System, Inc. -3- (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 LLP. 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP (relating to financial statements of the Company). 24.1 Powers 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 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 (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 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. (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 Incorpoated 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 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 April 18, 1996. 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 April 18, 1966 - ----------------------------- Executive Officer and Director John F. Grundhofer (principal executive officer) * Executive Vice President and Chief April 18, 1996 - ----------------------------- Financial Officer (principal Susan E. Lester financial officer) * Senior Vice President and Controller April 18, 1996 - ---------------------------- (principal accounting officer) David J. Parrin Director - ----------------------------- Arthur D. Collins, Jr. * Director April 18, 1996 - ----------------------------- Peter H. Coors * Director April 18, 1996 - ----------------------------- Roger L. Hale * Director April 18, 1996 - ----------------------------- Delbert W. Johnson * Director April 18, 1996 - ----------------------------- Norman M. Jones * Director April 18, 1996 - ----------------------------- Richard L. Knowlton
-5-
Name Title Date ---- ----- ---- Director - ----------------------------- Jerry W. Levin * Director April 18, 1996 - ----------------------------- Kenneth A. Macke Director - ----------------------------- Marilyn Carlson Nelson * Director April 18, 1996 - ----------------------------- Edward J. Phillips * Director April 18, 1996 - ----------------------------- James J. Renier * Director April 18, 1996 - ----------------------------- S. Walter Richey * Director April 18, 1996 - ----------------------------- Richard L. Robinson Director - ----------------------------- Richard L. Schall Director - ----------------------------- Walter Scott, Jr.
*By /s/ Lee R. Mitau ------------------------------- Lee R. Mitau Attorney-in-fact -6- EXHIBIT INDEX -------------
Exhibit Number Description Page - -------------- ----------- ---- 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). 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, 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 4.5 to the Company's Registration Statement on Form S--4, File No. 333-00299). 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. (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). 4.9 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). 4.10 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). 4.11 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 Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.12 Form of Periodic Stock Purchase Right (incorporated by reference to Exhibit 4.12 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.13 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). 4.14 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). 4.15 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 LLP. 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP (relating to financial statements of the Company). 24.1 Powers of Attorney.
EX-5.1 2 OPINION OF DORSEY & WHITNEY LLP Exhibit 5.1 April 18, 1996 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 1,500,000 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 Amended and Restated Employee Stock Purchase 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, /s/ Dorsey & Whitney LLP PFC EX-23.2 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of First Bank System, Inc. pertaining to the First Bank System, Inc. Amended and Restated Employee Stock Purchase Plan, of our report 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) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Minneapolis Minnesota April 16, 1996 EX-24.1 4 POWERS 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 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, April 18, 1996 - ----------------------------- Chief Executive Officer John F. Grundhofer and Director (principal executive officer) /s/ Susan E. Lester Executive Vice President April 18, 1996 - ----------------------------- and Chief Financial Officer Susan E. Lester (principal financial officer) /s/ David J. Parrin Senior Vice President April 18, 1996 - ----------------------------- and Controller David J. Parrin (principal accounting officer) Director - ----------------------------- Arthur D. Collins, Jr. /s/ Peter H. Coors Director April 18, 1996 - ----------------------------- Peter H. Coors /s/ Roger L. Hale Director April 18, 1996 - ----------------------------- Roger L. Hale
Signature Title Date --------- ----- ---- /s/ Delbert W. Johnson Director April 18, 1996 - ----------------------------- Delbert W. Johnson /s/ Norman M. Jones Director April 18, 1996 - ----------------------------- Norman M. Jones /s/ John H. Kareken Director April 18, 1996 - ----------------------------- John H. Kareken /s/ Richard L. Knowlton Director April 18, 1996 - ----------------------------- Richard L. Knowlton Director - ----------------------------- Jerry W. Levin /s/ Kenneth A. Macke Director April 18, 1996 - ----------------------------- Kenneth A. Macke Director - ----------------------------- Marilyn C. Nelson /s/ Edward J. Phillips Director April 18, 1996 - ----------------------------- Edward J. Phillips /s/ James J. Renier Director April 18, 1996 - ----------------------------- James J. Renier /s/ S. Walter Richey Director April 18, 1996 - ----------------------------- S. Walter Richey /s/ Richard L. Robinson Director April 18, 1996 - ----------------------------- Richard L. Robinson Director - ----------------------------- Richard L. Schall /s/ Lyle E. Schroeder Director April 18, 1996 - ----------------------------- Lyle E. Schroeder
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