UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A - AMENDMENT NO. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): NOVEMBER 14, 1995 ----------------- FIRST BANK SYSTEM, INC. ----------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-6880 41-0255900 -------- ------ ---------- (State or other jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 601 SECOND AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55402 - ----------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 612-973-1111 ------------ NOT APPLICABLE -------------- (Former name or former address, if changed since last report) The undersigned registrant hereby amends its Current Report on Form 8-K filed on August 18, 1995 to update the financial statements of FirsTier Financial, Inc. to include results for the quarter ended September 30, 1995. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) UNAUDITED FINANCIAL STATEMENTS OF FIRSTIER FINANCIAL, INC. Consolidated Condensed Balance Sheets -- September 30, 1995 and December 31, 1994 (unaudited) Consolidated Statements of Income -- Nine months ended September 30, 1995 and 1994 (unaudited) Consolidated Statements of Retained Earnings -- Nine months ended September 30, 1995 and 1994 (unaudited) Consolidated Statements of Cash Flows -- Nine months ended September 30, 1995 and 1994 (unaudited) Notes to Consolidated Financial Statements -- September 30, 1995 (unaudited) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FIRST BANK SYSTEM, INC. By: /s/ David J. Parrin -------------------- David J. Parrin Senior Vice President & Controller DATE: November 14, 1995 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For Quarter Ended September 30, 1995 Commission File No. 0-4515 FIRSTIER FINANCIAL, INC. --------------------------------------------------------- (Exact name of registrant as specified in its charter) Nebraska 47-0523055 ------------------------------ --------------------------------------- (state or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1700 Farnam Street Omaha, Nebraska 68102-2183 --------------------------------------------------------- (address of principal executive offices) 402-348-6000 -------------------- (Telephone Number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. YES X NO ----- ----- Number of common shares outstanding as of November 7, 1995: Common Stock, $5.00 par value: 18,522,507 shares outstanding. FIRSTIER FINANCIAL, INC. INDEX PART I. FINANCIAL INFORMATION Page No. -------- Item 1. Financial Statements Consolidated Condensed Balance Sheets - September 30, 1995 and December 31, 1994........... 1 Consolidated Statements of Income - Three and nine months ended September 30, 1995 and 1994........... * Consolidated Statements of Retained Earnings - Nine months ended September 30, 1995 and 1994........... * Consolidated Statements of Cash Flows - Nine months ended September 30, 1995 and 1994........... 2 Notes to Consolidated Financial Statements........... 3-4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 5-9 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K............ 10 Signatures........................................... 10 * Incorporated in this quarterly report by reference to FirsTier Financial, Inc.'s September 30, 1995 Quarterly Report to Stockholders (pages 4 and 6) which is attached as an Exhibit to this quarterly report. FIRSTIER FINANCIAL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) (Unaudited) September 30, December 31, 1995 1994 ------------ ------------ ASSETS Cash and due from banks............................................................... $208,242 251,756 Federal funds sold & securities purchased under resale agreements..................... 97,050 119,845 Securities available for sale (amortized cost $255,241 in 1995 and $250,811 in 1994).. 261,411 245,267 Investment securities (market value $755,303 in 1995 and $660,068 in 1994)............ 740,843 692,457 Loans and leases...................................................................... 2,191,140 2,149,268 Less allowance for loan & lease losses............................................... 52,064 53,250 ------------ ------------ Loans and leases, net.............................................................. 2,139,076 2,096,018 ------------ ------------ Premises and equipment, net........................................................... 50,435 49,381 Accrued interest receivable........................................................... 35,082 29,700 Other assets.......................................................................... 53,283 55,563 ------------ ------------ Total assets....................................................................... $3,585,422 3,539,987 ------------ ------------ ------------ ------------ LIABILITIES Demand, non-interest bearing.......................................................... $470,703 560,025 Savings and interest checking......................................................... 867,832 874,647 Time.................................................................................. 1,437,124 1,380,154 ------------ ------------ Total deposits..................................................................... 2,775,659 2,814,826 Short-term borrowings................................................................. 205,543 170,090 Federal Home Loan Bank borrowings..................................................... 156,500 150,000 Other liabilities..................................................................... 59,934 50,646 Long-term debt........................................................................ 11,773 12,193 ------------ ------------ Total liabilities.................................................................. 3,209,409 3,197,755 ------------ ------------ STOCKHOLDERS' EQUITY Preferred stock-$30 par value; authorized 2,000,000 shares............................ - - Common stock-$5 par value; authorized 40,000,000 shares; issued and outstanding: 18,822,202 shares in 1995 and 18,927,195 shares in 1994............................. 94,111 94,073 Surplus............................................................................... 5,432 10,338 Retained earnings..................................................................... 282,621 255,861 Net unrealized securities gains (losses).............................................. 3,824 (3,583) ------------ ------------ 385,988 356,689 Less treasury stock, at cost 300,820 shares in 1995 and 455,050 shares in 1994........ 9,975 14,457 ------------ ------------ Total stockholders' equity......................................................... 376,013 342,232 ------------ ------------ Total liabilities & stockholders' equity........................................... $3,585,422 3,539,987 ------------ ------------ ------------ ------------ See accompanying notes to consolidated financial statements 1 FIRSTIER FINANCIAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 ($ in thousands) (Unaudited) 1995 1994 -------- --------- Net cash provided by operating activities Income from operations................................... $42,645 41,444 Adjustments to reconcile net income to net cash provided by operations Provision for loan and lease losses.................. 807 (1,220) Depreciation and amortization........................ 5,931 7,020 Net increase in interest receivable.................. (5,034) (5,872) Proceeds from sales of loans......................... 54,242 41,695 Net (increase) decrease in other assets.............. 528 (693) Net increase in other liabilities.................... 9,204 3,511 Net gain on sale of securities available for sale.... (1) 3,721 Other, net........................................... (84) (12) -------- --------- Net cash provided by operations.................. 108,238 89,594 Cash flows from investing activities Net cash received on acquisition..................... 1,530 - Proceeds from sales of securities available for sale. 13,382 17,116 Proceeds from maturities of investment securities.... 37,064 138,499 Proceeds from maturities of securities available for sale............................................... 78,357 27,105 Purchases of investment securities................... (56,694) (75,235) Purchases of securities available for sale........... (112,969) (70,654) Net increase in loans and leases..................... (74,870) (143,039) Proceeds from sale of premises and equipment......... 450 62 Purchases of premises and equipment.................. (5,112) (3,802) Purchases of mortgage servicing rights............... (843) (232) Other, net........................................... 12 557 -------- --------- Net cash used by investing activities............ (119,693) (109,623) Cash flows from financing activities Net increase in time deposits........................ 28,225 52,421 Net decrease in demand deposits and savings accounts. (104,255) (148,781) Net increase in short-term borrowings................ 34,762 104,555 Net increase in Federal Home Loan Bank borrowings.... 6,500 89,690 Principal payments on long-term debt................. (420) (383) Payment of cash dividends............................ (15,886) (13,382) Repurchases of common stock.......................... (4,684) (9,565) Proceeds from exercises of stock options............. 1,292 474 Other, net........................................... (388) - -------- --------- Net cash provided (used) by financing activities. (54,854) 75,029 Net (decrease) increase in cash and cash equivalents....... (66,309) 55,000 Cash and cash equivalents at beginning of period........... 371,601 331,848 -------- --------- Cash and cash equivalents at end of period................. $305,292 386,848 -------- --------- -------- --------- See accompanying notes to consolidated financial statements 2 FIRSTIER FINANCIAL, INC. PART I. FINANCIAL INFORMATION ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. 2. Operating results for the three and nine month periods ended September 30, 1995, are not necessarily indicative of the results that may be expected for the year ended December 31, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1994. 3. Income per share computations are based on average shares of common stock outstanding, including common stock equivalents, which total 18,749,481 and 18,880,955, respectively, for the three months ended September 30, 1995 and 1994, and 18,694,966 and 18,977,579, respectively, for the nine months ended September 30, 1995 and 1994. 4. See notes to consolidated financial statements includedon page 6 of FirsTier Financial, Inc.'s September 30, 1995 Quarterly Report to Stockholders which is attached as an Exhibit to this quarterly report. 5. For purposes of the Statement of Cash Flows, FirsTier defines "Cash and due from banks" and "Federal funds sold and securities purchased under resale agreements" as its cash and cash equivalents. FirsTier paid $89.22 million and $68.66 million in interest on deposits and other borrowings, and $13.68 million and $15.09 million for income taxes for the nine months ended September 30, 1995 and 1994, respectively. 6. Effective January 1, 1995, FirsTier adopted SFAS Number 114, "Accounting by Creditors for Impairment of a Loan" and SFAS Number 118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures." These Statements, effective for fiscal years beginning after December 15, 1994, address the accounting for a loan when it is probable that all principal and interest amounts due will not be collected in accordance with its contractual terms. FirsTier generally identifies nonaccrual loans as "impaired loans." Certain loans, such as loans carried at the lower of cost or market or 3 FIRSTIER FINANCIAL, INC. PART I. FINANCIAL INFORMATION ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) smaller balance homogeneous loans (e.g., credit card, installment loans) are exempt from SFAS Number 114 and 118 provisions. The adoption of SFAS Number 114 and 118 does not materially impact required Industry Guide 3 credit risk tables disclosed in FirsTier's Form 10-K for the year ended December 31, 1994. FirsTier continually identifies impaired loans and measures quarterly the extent to which such loans are impaired in accordance with regulatory guidelines. This analysis involves an assessment of the business environment in FirsTier's lending market, the amount of concentrations in industries along with borrowers' employment, historical losses charged to the allowance for loan loss, the level of vulnerability to business cycles, as well as other factors. Loans having a significant recorded investment are measured on an individual basis while loans not having a significant recorded investment are grouped and measured on a pool basis. Generally, FirsTier's "impaired loans" are measured based on the loans' observable market price, the fair value of the collateral (if the loan is collateral dependent) less estimated costs to sell, or the present value of expected future cash flows discounted at the loans' effective interest rate, if the cash flows can be reasonably projected. As of September 30, 1995, the recorded investment in loans considered impaired under SFAS Number 114 was $9.1 million, with a related allowance for credit losses of $2.8 million. All loans designated as impaired have been allocated an allowance for credit loss. FirsTier retained its prior method of recognizing interest and applying cash payments received with respect to impaired loans. The average recorded investment in impaired loans for the quarter ended September 30, 1995, was approximately $8.6 million. During the first nine months of 1995, FirsTier recognized interest income of $132,000 associated with impaired loans. 4 FIRSTIER FINANCIAL, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors which have affected the Registrant's financial condition and results of operations during the periods included in the consolidated financial statements presented with this filing. RESULTS OF OPERATIONS Net income for the third quarter of 1995 was $15,009,000 or $.80 per share, compared to net income of $13,872,000 or $.73 per share for the same period in 1994. Net income for the nine months ended September 30, 1995 was $42,645,000 or $2.28 per share, compared to net income of $41,444,000 or $2.18 per share for the same period in 1994. The annualized return on average assets for the three months ended September 30 was 1.66% in 1995 compared to 1.60% in 1994. The annualized return on average equity for the three months ended September 30 was 16.13% in 1995 compared to 16.18% in 1994. The schedule on page 6, Average Balances/Yields and Rates, shows that FirsTier's net interest income, on a fully taxable equivalent basis for the third quarter of 1995, was $36,040,000, a .5% increase from the $35,863,000 recorded for the same period in 1994. The net interest margin of 4.37% in the third quarter of 1995 was down from the 4.53% net interest margin recorded in the third quarter of 1994. This decrease was mainly attributable to a compressed net interest rate spread but was partially offset by increased net earning assets which were up 4.2% from the third quarter of 1994. Included in net interest income is $424,100 of expense from interest rate swaps which decreased the net interest margin for the quarter by five basis points. Income from interest rate swaps for the quarter ended September 30, 1994 was $143,000 which added two basis points to that quarter's net interest margin. A provision of $269,000 was recorded in the third quarter of1995 compared to a provision of $370,000 for the same period in 1994. The provision recorded was based on FirsTier's on-going analysis of the adequacy of the allowance for loan and lease losses. The allowance for loan and lease losses as a percent of loans and leases as of September 30, 1995, was 2.38% compared to 2.59% as of September 30, 1994. Net charge-offs of loan and lease losses for the third quarter were $1,207,000 compared to net recoveries of $252,000 for the same period in 1994. 5 FIRSTIER FINANCIAL, INC. AVERAGE BALANCES/YIELDS AND RATES (Dollars in Thousands) (Unaudited) THREE MONTHS ENDED THREE MONTHS ENDED SEPTEMBER 30, 1995 SEPTEMBER 30, 1994 INTEREST AVERAGE INTEREST AVERAGE AVERAGE INCOME/ YIELDS/ AVERAGE INCOME/ YIELDS/ BALANCES EXPENSE RATES BALANCES EXPENSE RATES ASSETS Securities....................................... $995,681 18,569 7.40% $1,008,801 18,366 7.22% Federal funds sold and securities purchased under resale agreements.............. 103,742 1,549 5.93% 110,028 1,316 4.75% Loans and leases, gross.......................... 2,175,473 48,404 8.83% 2,024,936 41,246 8.08% --------- ------- ---------- ------- Total earning assets........................... 3,274,896 68,522 8.30% 3,143,765 60,928 7.69% Other nonearning assets.......................... 308,739 - - 313,246 - - --------- ------- ---------- ------- Total assets.................................$3,583,635 68,522 - $3,457,011 60,928 - ========== ------- ========== ------- LIABILITIES & STOCKHOLDERS' EQUITY Interest-bearing deposits Savings and interest checking.................. $883,124 5,894 2.65% $886,716 4,817 2.16% Time deposits.................................. 1,443,511 21,643 5.95% 1,302,750 15,846 4.83% --------- ------- ---------- ------- Total interest-bearing deposits.............. 2,326,635 27,537 4.70% 2,189,466 20,663 3.74% Short-term borrowings............................ 172,450 2,272 5.23% 208,701 2,168 4.12% Federal Home Loan Bank borrowings................ 156,500 2,381 6.04% 158,788 1,929 4.82% Long-term debt................................... 2,027 55 10.84% 2,302 62 10.62% Capitalized leases............................... 9,827 237 9.56% 10,096 243 9.55% --------- ------- ---------- ------- Total interest-bearing funds................... 2,667,439 32,482 4.83% 2,569,353 25,065 3.87% Demand deposits.................................. 493,542 - - 502,683 - - Other noninterest-bearing funds.................. 53,578 - - 44,746 - - Stockholders' equity............................. 369,076 - - 340,229 - - --------- ------- ---------- ------- Total liabilities and equity.................$3,583,635 32,482 - $3,457,011 25,065 - Net interest margin on a tax ========== ------- ========== ------- equivalent basis........................... $36,040 4.37% $35,863 4.53% ======= ===== ======= ===== NINE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, 1995 SEPTEMBER 30, 1994 INTEREST AVERAGE INTEREST AVERAGE AVERAGE INCOME/ YIELDS/ AVERAGE INCOME/ YIELDS/ BALANCES EXPENSE RATES BALANCES EXPENSE RATES ASSETS Securities....................................... $984,086 54,974 7.47% $1,038,817 56,344 7.25% Federal funds sold and securities purchased under resale agreements.............. 113,724 5,094 5.99% 93,647 2,882 4.11% Loans and leases, gross.......................... 2,172,554 143,519 8.83% 1,983,521 119,421 8.05% ---------- ------- ---------- ------- Total earning assets........................... 3,270,364 203,587 8.32% 3,115,985 178,647 7.67% Other nonearning assets.......................... 308,477 - - 310,220 - - ---------- ------- ---------- ------- Total assets.................................$3,578,841 203,587 - $3,426,205 178,647 - ========== ------- ========== ------- LIABILITIES & STOCKHOLDERS' EQUITY Interest-bearing deposits Savings and interest checking.................. $868,061 16,326 2.51% $910,682 14,354 2.11% Time deposits.................................. 1,434,787 62,022 5.78% 1,293,140 45,063 4.66% ---------- ------- ---------- ------- Total interest-bearing deposits.............. 2,302,848 78,348 4.55% 2,203,822 59,417 3.60% Short-term borrowings............................ 204,276 8,177 5.35% 210,749 5,524 3.50% Federal Home Loan Bank borrowings................ 153,719 7,102 6.18% 112,435 3,763 4.47% Long-term debt................................... 2,098 171 10.90% 2,369 189 10.67% Capitalized leases............................... 9,896 711 9.60% 10,159 729 9.59% ---------- ------- ---------- ------- Total interest-bearing funds................... 2,672,837 94,509 4.73% 2,539,534 69,622 3.67% Demand deposits.................................. 496,440 - - 504,011 - - Other noninterest-bearing funds.................. 51,553 - - 45,515 - - Stockholders' equity............................. 358,011 - - 337,145 - - ---------- ------- ---------- ------- Total liabilities and equity.................$3,578,841 94,509 - $3,426,205 69,622 - Net interest margin on a tax ========= ------- ========== ------- equivalent basis........................... $109,078 4.46% $109,025 4.68% ======= ===== ======= ===== Note: Income and rates are stated on a tax-equivalent basis assuming a marginal tax rate of 35%. 6 FIRSTIER FINANCIAL, INC. Under-performing assets as a percent of total loans, leases,other real estate owned and repossessed assets was .55% at September 30, 1995 compared to .71% at September 30, 1994. Non-accrual loans as of September 30, 1995 totalled $9,053,000, down 18.4% from the third quarter of 1994. Total under-performing assets at September 30, 1995 total $12,117,000, which represents a $1,300,000 or 12.0% increase from June 30, 1995 and a $2,400,000 or 16.5% decrease from September 30, 1994. Additional information regarding the balance of non-accrual loans at September 30, 1995, and related interest payment information is provided on page 8. Total non-interest income for the third quarter of 1995 was $14,603,000 which is up $129,000, or .9% from the same period in 1994. The increase in non-interest income from the previous year is mainly attributable to Service Charges on Deposits Accounts which increased $550,000 or 14.4%. Total non-interest expense of $26,827,000 for the quarter is down $1,673,000, or 5.9%, from the same period in 1994. This decrease is primarily due to a pretax credit of $1,500,000 received from the FDIC which represents a refund on a portion of fees paid by FirsTier Banks in the second and third quarters of 1995. As of September 30, 1995, FirsTier employed a staff of 1,711 FTE which is up 171 FTE, or 11.1%, from the September 30, 1994 employment level. This increase is primarily due to the acquisition of Cornerstone Bank Group in Iowa on January 3, 1995. MATERIAL CHANGES IN FINANCIAL CONDITION All companies included in the consolidated financial statements are "financial" companies. Accordingly, average balances of assets and liabilities are more representative of financial condition than balances as of period-end. The schedule of Average Balances/Yields and Rates on page 6 shows average balances of earning assets and interest bearing liabilities for the periods being reported. Because these average balances are an integral part of the financial statements, all comments as to significant volume changes refer to average balances unless otherwise indicated. Total assets of $3.58 billion for the third quarter of 1995 were up 3.7% from the same period in 1994. Loans have increased $150.5 million, or 7.4%. Average securities of $995.7 million, which included securities available for sale as of September 30, 1995 of $261.4 million, decreased $13.1 million, or 1.3% from 1994. 7 FIRSTIER FINANCIAL, INC. NONACCRUAL LOAN SUMMARY SEPTEMBER 30, 1995 Generally, the accrual of income is discontinued when the full collection of principal or interest is in doubt, or when the payment of principal or interest has become contractually 90 days past due unless the obligation is both well secured and in the process of collection. Nonaccrual loans and the application of cash interest payments on those loans as of September 30, 1995 are as follows ($ in thousands): Cash interest payments applied as Contractual ---------------------------------- Book balance balance Recovery of Reduction at Sept. at Sept. 30 Interest partial of 1995 1995 income charge-offs principal ------------ ------------ -------- ----------- --------- Contractually past due with: o substantial performance 215 237 1 0 5 o limited performance 1,285 2,019 12 0 30 o no performance 718 819 0 0 4 Contractually current, however,: o payment in full of principal or interest in doubt 6,006 11,640 115 0 393 o other 829 1,122 4 0 9 ------ ------- ---- -- ---- Total $9,053 $15,837 $132 $0 $441 ------ ------- ---- -- ---- ------ ------- ---- -- ---- 8 FIRSTIER FINANCIAL, INC. Total deposits for the third quarter averaged $2.82 billion which was up $128.0 million, or 4.8%, from the same period in 1994. Time deposits have increased $140.8 million or 10.8% from the third quarter of 1994 while demand deposits and savings and interest checking have decreased $3.6 million and $9.1 million, respectively, or .4% and 1.8%, respectively. Net funds purchased of $68.7 million (the difference between "short-term borrowings" and "federal funds sold and securities purchased under resale agreements") decreased $30.0 million from the average net purchased position in the third quarter of 1994. Long-term debt as of September 30, 1995 of $11.9 million, consisting of a mortgage loan by the Lincoln Bank and capitalized leases of the Omaha Bank, decreased $544,000 from September 30, 1994. The Parent Company had no borrowings as of September 30, 1995. LIQUIDITY AND CAPITAL RESOURCES The maintenance of an adequate level of liquidity is necessary to ensure that sufficient funds are available to meet customers' loan demand and deposit withdrawals. Sources of liquidity consist of maturities of securities recorded at amortized cost, liquidation of securities held for sale, maturing loans, federal funds sold and borrowings from the Federal Home Loan Bank. Management also considers customer-related core deposits and funds borrowed to be stable and reliable sources of funding. Liquidity is also important for the Parent Company. The Parent Company's primary source of liquidity is dividends and management fees from subsidiary banks. The Parent Company's primary liquidity requirements are the payment of dividends and expenses associated with management and consolidated services provided to subsidiaries. Management believes the Parent Company has adequate liquidity to meet its funding needs. At September 30, 1995 stockholders' equity was $376.0 million compared to $342.6 million at September 30, 1994, an increase of $33.4 million or 9.7%. The Tier 1 Leverage ratios (tangible equity capital divided by adjusted average assets) as of September 30, 1995 and September 30, 1994 were 10.06% and 9.71%, respectively. FirsTier's risk based capital ratios as of September 30, 1995 were 15.01% for Tier I Capital and 16.28% for Total Capital. 9 FIRSTIER FINANCIAL, INC. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits - (10) Material Contracts (e)(iv) Amendment dated August 4, 1995 to Executive Employment Agreement with David A. Rismiller (20) Quarterly Report to Stockholders for the period ended September 30, 1995 - Part I Exhibit. (b) Reports on Form 8-K On August 6, 1995, FirsTier filed a report on Form 8-K which disclosed details of an Agreement of Merger and Consolidation of FirsTier Financial, Inc. with and into First Bank System, Inc. SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized. FIRSTIER FINANCIAL, INC. Date: November 10, 1995 By:/s/ Aaron C. Hilkemann ------------------------------ Aaron C. Hilkemann Vice President and Director of Financial Operations Date: November 10, 1995 By:/s/ Thomas B. Fischer ------------------------------ Thomas B. Fischer Vice President, Secretary and General Counsel 10